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HomeMy Public PortalAbout2000-2004 ContractBFI Waste Systems of North America Contract 2000-2004 Documents Original BFI Waste Systems of North America Contract BFI WASTE SYSTEMS OF NORTH AMERICA (BFI) REFUSE COLLECTION TRANSPORTATION AND DISPOSAL CONTRACT 2000-2004 DECEMBER 8, 1999 1 SECOND REFUSE COLLECTION CONTRACT BFI WASTE SYSTEMS OF NORTH AMERICA (BFI) 2000-2004 1. Resolution 99-28 April 20, 1999 Request For Proposals authorized 2. Termination May 10, 1999 Non -Renewal of Contract 3. Advertisement Four Times Miami Daily Business Review 4. Request For Proposals July 1, 1999 Document 5. Pre -Bid Conferences July 8, 1999 Minutes July 15, 1999 Clarification of Proposal 6. Proposals Due July 22, 1999 Two Proposals Received 7. Contract Options August 6, 1999 August 11, 1999 BFI Letter BFI Letter 8. Memorandum August 17, 1999 Recommendation Memorandum 9. Resolution 99-74 September 9, 1999 Negotiate Contract 10. Resolution 99-81 11. Ordinance 99-8 12. Agreement 13. Performance Bond October 12, 1999 Annual Refuse Fee Approved -$220 October 26, 1999 Ordinance Adopted Approving Contract October 26, 1999 Executed Copy $1,304,544 Full Amount of Contract December 6, 1999 April20, 1999 Councilmember Fried made a motion to approve the resolution. The motion was seconded by Councilmember Bass and approved by a 6-1 voice vote. Councilmembers Broucek, Fein, Fried, Oldakowski, Vice Mayor Han and Mayor Rasco voting Yes. Councilmember Bass voting No. Antonio Camejo, 151 Crandon Boulevard addressed the Council regarding this resolution. At this time Dr. Steve Simon, on behalf of the Key Biscayne Athletic Club, addressed the Council requesting that the contract with the Key Biscayne Athletic Club be increased by $10,000 for this current fiscal year and he also requested permission to place two additional portable backstops on the Village Green during baseball season to be removed at the end of the baseball season. Councilmember Oldakowski requested that the Key Biscayne Athletic Club provide a current budget to staff in order to better understand the need for the contract amendment. It was the consensus of Council to direct staff to bring these two items back to the Council Meeting of May 11, 1999. 11. RESOLUTIONS: The Clerk read the following resolution by title: A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA; ESTABLISHING A MILLENNIUM COMMITTEE TO RECOMMEND INITIATIVES FOR CELEBRATING THE COUNTRY'S RICH HISTORY AND EYE TO THE FUTURE IN THE YEAR 2000 IN CONJUNCTION WITH CELEBRATIONS BY STATE AND NATION; PROVIDING FOR AN EFFECTIVE DATE. The Attorney addressed the Council regarding this resolution. Councilmember Fried made a motion to approve the resolution. The motion was seconded by Councilmember Broucek and approved by a 5-1 voice vote. The vote was as follows: Councilmembers Bass, Broucek, Fein, Fried and Mayor Rasco voting Yes. Vice Mayor Han voting No. Councilmember Oldakowski was absent during the vote. The Clerk read the following resolution by title: A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA; AUTHORIZING THE VILLAGE MANAGER TO ISSUE A REQUEST FOR PROPOSALS (RFP) FOR PURPOSES OF SOLICITING BIDS FROM SOLID WASTE HAULERS; PROVIDING FOR AN EFFECTIVE DATE. Mayor Rasco made a motion to approve the resolution. The motion was seconded by Councilmember Bass and approved by a 6-0 voice vote. The vote was as follows: Councilmembers 7 of 14 RESOLUTION NO. 99-28 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA; AUTHORIZING THE VILLAGE MANAGER TO ISSUE A REQUEST FOR PROPOSALS (REP) FOR PURPOSES OF SOLICITING BIDS FROM SOLID WASTE HAULERS; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Village's existing contract with a solid waste hauler will expire in December, 1999; and WHEREAS, the bid and negotiation process requires a substantial amount of time; and NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA AS FOLLOWS: Section 1. That the Village Manager is directed to issue a Request for Proposals for purposes of soliciting bids from solid waste haulers. Section 2. That the Village Manager shall review the bids and recommend a company. to the Village Council who shall make the final selection. Section 3. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 20th day of April , 1999. RASCO CONCHITA H. ALVAREZ, CMC, VILLAGE C APPROVED AS TO FORM AND LEGAL SUFFICIE RIC JAY WEISS, VILLAGE ATTORNEY VILLAGE OF KEY BISCAYNE Office of the Village Manager, Village Council J051. Basco. Mayor Gregory C. Han, Vice Mayor Scou Bass Martha Fdea-Ledn Broucek Nan H. Fein Mortimer Fried Robert Oldakowski Village Manager C. Samuel Kissinger Via Certified Mail Return Receipt Requested Adam Matthews District Vice President BFI, Inc. 3840 N -W. 37th Court Miami, FL 33142 May 10, 1999 Re: Termination of Residential Solid Waste Collection and Recycling Services Agreement (the "Agreement") of December 30, 1994, Between Industrial Waste Services, Inc. (By its Successor "BFI") and the Village of Key Biscayne ("Village"). Dear Mr. Matthews: Pursuant to Resolution No. 99-28, a copy of which is enclosed, the Village Council has determined to solicit bids for solid waste services. Accordingly, in accordance with section 2.2 of the Agreement, please be advised that this letter shall constitute written notice of non -renewal of the Agreement by the Village. The Agreement shall terminate on December 31, 1999, in accordance with its provisions. Please contact us if you have any questions on the above. CSK/adv Enclosure cc: Village Attorney Bill Redmond, BFI, Inc. Very ruly yours, Jt C. Samuel Ki ger Village Mana r 85 West McIntyre Street • Key Biscayne, Florida 33149 • (305) 365-5500 • Fax (305) 365-8936 MISSION STATEMENT: -TO PROVIDE A SAFE. QUALITY COMMUNITY ENVINc1NMFNT FAR AI.I. ISrANnENS TIINlllic:ll NESefNMP1 P c:tiveoNMFNT• MIAMI DAILY BUSINESS REVIEW Published Daily except Saturday, Sunday and Legal Holidays Miami, Dade County. Florida. ITATE OF FLORIDA ;OUNTY OF DADE: Before the undersigned authority personally appeared )ctelma V. Ferbeyre, who on oath says that she is the supervisor, Legal Notices of the Miami Daily Business teview f/k/a Miami Review, a daily (except Saturday, Sunday tnd Legal Holidays) newspaper, published at Miami In Dade :ounty, Florida; that the attached copy of advertisement, Wing a Legal Advertisement of Notice In the matter of VILLAGE OF KEY BISCAYNE REQUEST FOR PROPOSAL JULY 22, 1999 In the XXXXX Court, was p ad in sale newspaper in the issues of Jul ), 1999 Jul 1, 1999 Jul 2, 1999 Jul 6, 1999 Affiant further says that the said Miami Daily Business Review is a newspaper published at Miami in said Dade County, Florida, and that the said newspaper has heretofore been continuously published in said Dade County, Florida, each day (except Saturday, Sunday and Legal Holidays) and has been entered as second class mall matter at the post office in Miami in said Dade County, Florida, for a period of one year next preceding the first publication of the attached copy of advertisement; and affiant further says that she has neither paid nor promised an or corporation any disco • t, rebate, com�.�k. .r refund •r the purpose of sec ng this adve y'nt or peblioa on In the said new 6 d.:7ot Sworn to and subscribed before me this July 99 , A . 19 (SEAL) Octeima V. FerbeyrkFr011onely kndtKiFl61MeNOTA.gy SEAL p�.k� ( MARIELA ROMERO = 13'/ n Coh:,LSstoa NiekdEn J Y\ 00777419 we COMMISSION EVeRES OF RP' SEPT 22,2002 VILLAGE OF KEY BISCAYNE 85 WEST MCINTYRE STREET KEY BISCAYNE, FLORIDA 33149 PUBLIC NOTICE AND ADVERTISEMENT REQUEST FOR PROPOSAL Sealed proposals for the collection, transportation, and disposal of solid waste for the residential properties of the Village of Key Biscayne will be received by the Village Clerk, at 12:00 p.m. on the 22nd day of July, 1999, at the Village Hall, 85 W. McIntyre Street, Key Biscayne, Florida 33149. The Village will accept proposals from any and all qualified Prospec- tive Contractors for the collection, transportation, and disposal ofresi- dential solid waste, garbage, yard trash, recyclable materials, bulk trash, and white goods. A full Information Package containing the fol- lowing will be available at the Village Clerk's office as of the 1st day of July, 1999: • General Information • Bidder Qualifications and Submission requirements related to the Qualification of Prospective Contractors • Description and Specifications for the Required Services • Proposal Submission Requirements . • • Proposal Evaluation Criteria and Selection/Award Process • Form of Agreement to be executed between the Village and the Successful Prospective Contractor Prospective Contractors will berequired to submit, with their pro- posal, a copy of the appropriate Certificate of Competency issued by Miami -Dade County, authorizing the.Contractdr to perform the pro- posed work. -' - The Successful Prospective Contractor will be required to execute an Agreement with the Village consistent with its proposal and with . any additional terms that may be agreed upon as conditions for selec- tion. A Performance Bond for the full amount of the Agreement will be required to assure the Contractor's performance. All Prospective Contractors must attend a Pre -Proposal Conference as part of the qualification process to be held at The Village of Key Biscayne. Village Hall Conference Room. (2nd Floor). at 10:00 a.m., July 8, 1999. The Village reserves the right to select the proposal that best serves the deeds of the Village and that meets health, safety, and welfare re- quirements as determined by the Village. The Village reserves the right to waive any informality in any proposal, and the Village Manager may reject any or all proposals. For information and questions regarding this notice please contact Mr. C. Samuel Kissinger, Village Manager, at (305) 365-5514. 6/30 7/1-2-6 .. . - 99 -B -063064M A copy of the Request for Proposals is in the Office of the Village Clerk and in the Office of the Village Manager. VILLAGE OF KEY BISCAYNE M nsurEs Pre -Proposal Conference July 8, 1999 Solid Waste RFP Dated July 1, 1999 Present: C. Samuel Kissinger, Village Manager; Armando Nunez, Public Works; James DeCocq, Assistant to Village Manager; Ana de Varona, Administrative Assistant to Village Manager; Peter Kory, RFP Coordinator; Jeanmarie M. Massa, Manager Marketing/Govermental Service BFI; George Agramonte, Waste Management; Mame Davis, Site Manager, Waste Management; Jason Neal, Municipal Services Representative, Waste Management. The Pre -Proposal Conference was convened at 10:00 AM in the Council Chambers and the meeting was officially called to order at 10:15 AM to provide an opportunity for latecomers to arrive. It was formally stated that failure to attend the pre -proposal conference would disqualify prospective Contractors from participation in the selection process. Next, the Village stated that the purposes of the pre -proposal conference was to facilitate the preparation of Proposals and to answer questions the prospective Contractors may have with respect to the RFP. The organization of the RFP was presented and the need to review and understand both the RFP and the form of Agreement prospective Contractors were expected to sign, was emphasized with the latter taking precedence over the former in the event of conflict. The July 17t "cut-off' date beyond which no changes to RFP or Agreement would be considered was cited. It was pointed out that a listing of prior or current clients would not be practical for very large companies that operate nationally and internationally, such as Waste Management for example. It was further pointed out that the requirement to provide such listing would duplicate the same requirement for projects similar to those for which the Village is seeking Contractors. It was concluded that the fourth paragraph in Section II A., beginning with the words: "Preference will be given... " should be eliminated. 1 Paragraph 12.2 of the Agreement Titled "Invoices", makes reference to the deduction of a Francl Fee from "each payment to Contractor." This language is in error as the Agreement does not call payment of Franchise Fees, and is hereby eliminated. A substantial amount of discussion focused on the quantity of waste generated by Key Biscayne and the importance of that information in the ability to respond to the RFP. The Village indicated that it would revisit and seek further details for the 1996 and 1997 years and provide quantity numbers for 1998 within one week. In connection with the required "Complaint Line", it was noted that the RFP should clarify the fact that the Collection Information Telephone Number will be attended by the Contractor and not the Village as stated in the Agreement Form (Attachment VI). Furthermore, it was indicated that the physical location of the telephone attendant need not be in the Village and that an out-of-town operator provided by Contractor would be acceptable. The question of ownership of the Recycling Bins was raised. If the bins are owned by the Village, the successor Contractor need not replace them as the prior contractor would leave them in place. For thew purpose of this RFP it should be assumed that the Village owns the bins. This does not in any way modify the bin replacement requirement in the Agreement but affect the start of operations by the Contractor selected under this RFP. The Village's concerns with respect to emergency debris clean up during the various phases of hurricanes and other disastrous or severe weather events were discussed at some length. It was concluded that the Village would solicit separate and discreet Proposals for such services from interested Prospective Contractors responding to the July 1, 1999 RFP (i.e. The "Solid Waste Collection, Transportation and Disposal" RFP) as well as from other experienced Contractors interested in providing this particular service.. The meeting was adjourned at 11:20 AM THESE MINUTES, REFLECT MINOR CHANGES IN THE RFP. As SUCH THEY CLARIFY AND MODIFY THE RFP AND THUS MAY BE USED ACCORDINGLY IN THE PREPARATION OF PROPOSALS. 2 Village Council Joe I. Rasco, Mayor Gregory C. Han, Vice Mayor Scott Bass Martha Fdeo-Ledn Broucek Alan H. Fein Mortimer Fried Robert Oldakowski Village Manager C. Samuel Kissinger VILLAGE OF KEY BISCAYNE Office of the Village Manager July 15, 1999 Ms. Jeanmarie M. Massa Manager Marketing/Government Services BFI 3840 N.W. 37 Ct Miami, FL 33142 Re: Key Biscayne RFP dated July 1 1999 Solid Waste Collection Transpc •station and Disposal Dear Ms. Massa: 1. With respect to information, referred to in my lei of July 13, 1999, about the quantity of waste involved, the numbers includc I in the RFP appear consistent with past and current experience. These numbest 1 include the contents of the roll -off container across the Village Hall. The container is emptied at least three times per week with a weight of 3 to 10 tons, depending on the type of waste (eg: yard trash vs sand) found at such times.The 1998 annual tonnage was measured at 3,954.32, including Garbage, Yard Trash and Bulk Waste. 2. It has been brought to our attention that Section IV -B of the RFP (page 18 of the document distributed at the Pre -Proposal conference) makes reference to an Attachment IV -B. Please be advised that this is in error and that attachment IV - B is in fact Attachment II -A . 3. Reference is made in the public Notice and in the Technical Qualification requirements that a Certificate of Competency is required. Please be advised that a valid County hauling permit and a valid County occupational license will satisfy this requirement. Peter Kory 85 West McIntyre Street • Key Biscayne, Florida 33149 • (j )5) 365-5500 • Fax (305) 365-8936 MISSION STATEMENT: `TO PROVIDE A SAFE. QUALITY COMMUNITY ENVIRONMENT FOR ALL I ANDERS THROUGH RESPONSIBLE GOVERNMENT.` Village Council Joe I. Rasco, Mayor Gregory C. Han, Vile Mayor Scott Bass Marsha Fdec-Lean Broucek Alan H. Fcin Mortimer Fried Robert Oldakowski Village Clerk Conchisa H. Alvarez, CMC S • VILLAGE OF KEY BISCAYNE Office of the Village Clerk MEMORANDUM July 22, 1999 TO: C. Samuel Kissinger, Village Manager FROM: Pamela J. Rome, Deputy Clerk RE: Bids for Collection, Transportation and Disposal of Solid Waste At 3 P.M., the following were present to open the bids. Pamela J. Rome, Deputy Village Clerk James DeCocq, Assistant to the Village Manager Thomas N. Zannis, CPA, Finance Director. William Redman, BFI Jason Neal, Waste Management The bids were as follows: Waste Management Options 1, 2 and 3 33.75 BFI Option 1 18.69 Option 2 20.19 Option 3 22.71 85 West McIntyre Street • Key Biscayne, Florida 33149 • (305) 365-5506 • Fax (305) 365-8914 MISSION STATEMENT: -10 PROVIDE A SAFE, QUALITY COMMUNITY ENVIRONMENT FOR ALL ISLANDERS THROUGH RESPONSIBLE GOVERNMENT- Option 1 2 3 OPTION 1: Garbage 2/week 2/week 2/week ATTACHMENT IV -C PROPOSED SCHEDULE OF PRICES Yard Trash I/week I/week I/week Recyclables 1/week I /week 1 /week ' Bulk Trash 1/month 2/month 1/week PROPOSAL 18.69 20.19 22.71 Furnish all equipment, material and labor required to perform Option 1. Services. PRICE PER HOUSEHOLDS 18.69 (State amount Numerically) Eighteen Dollars and Sixty Nine Cents Per MonthDollars per Unit (Spell out Amount) OPTION 2: PRICE UNIT Furnish all equipment, materials and labor required to perform Option 2, Services. PRICE PER HOUSEHOLD S 20.19 Twenty Dollars and — (State Amount Numerically) Ninteen Cents Per Month Dollars per Unit (Spell out Amount) OPTION 3: Furnish all equipment, materials and labor required to perform Option 3. Services. PRICE PER HOUSEHOLDS 22.71 Twenty Two Dollars and Seventy One Cents Per Month (State Amount Numerically) Dollars per Unit (Spell out Amount) PROSPECTIVE CONTRACTOR: NAME,. DATE:July 22,1999 REPRESENTATIVE: Adam Mathews TITLE: District Vice President ADDRESS 3840 N.W 37th Court Miami, FLorida 33142 TELEPHONE: 305-638-3800 FAX:305-633-2973 08/06/99 14:18 TEL 3056332973 BFI MIAMI UO2 August 6, 1999 Mr. Samuel Kissinger Village Manager Village of Key Biscayne 85 West McIntyre Street Key Biscayne, FL 33149 Dear Mr. Kissinger: Regarding our meeting of July 28, 1999, please be advised that if the Village were to go to quarterly (4 times per year) bulk waste collection, the cost would be $1.66 per household per month. If the Village were to go to semi annually (2 times per year) bulk waste collection, the cost would be $1.81 per household per month. The total amount of material will not change, the cost to collect changes slightly. The more material that must be collected at one time, increases the number of trips to disposal sites and the time to load the trucks. Regarding the possible savings for a longer contract, after much consideration we do not feel comfortable trying to predict the state of the industry or vehicles or disposal costs past the term of this contract, therefore we are unable to provide any savings due to an initially longer contract. Thank you for the opportunity to discuss alternative collection methods. Should you have any questions, please do not hesitate to call me at 305- 638-3800 extension 201. Sincerely, James Sage General Manager 3840 N.W. 37th CC • Miami, Florida 33142 Phunc 305-638-3800• Fax 305.634-4272 www.bf.c;um ,,%Po.tan.,.,., p 08/11/99 13:33 TEL 3056332973 BFI MIAMI 02 August 11, 1999 Mr. Samuel Kissinger Village Manager Village of Key Biscayne 85 West McIntyre Street Key Biscayne, FL 33149 Dear Mr. Kissinger: Regarding our meeting of July 28, 1999, please be advised that if the Village were to go to quarterly (4 times per year) bulk waste collection, the cost would be $1.66 per household per month. If the Village were to go to semi annually (2 times per year) bulk waste collection, the cost would be $1.81 per household per month. The total amount of material will not change, the cost to collect changes slightly. The more material that must be collected at one time, increases the number of trips to disposal sites and the time to load the trucks. Regarding the possible discontinuation of the $2000.00 monthly rent for the mini trash station: if we no longer had to pay this rent, the $2000 divided by 1,316 (the most recent number of single family homes) would result in at $1.52 per household per month savings. Regarding the possible savings for a longer contract, after much consideration we do not feel comfortable trying to predict the state of the industry or vehicles or disposal costs past the term of this contract, therefore we are unable to provide any savings due to an initially longer contract. Thank you for the opportunity to discuss alternative collection methods. Should you have any questions, please do not hesitate to call me at 305- 638-3800 extension 201. Sincerely, • James Sage General Manager 3640 N.W. 37th Ct. Miami. Florida 33142 Phone 305-638-3800 • Fax 305.6344272 www.bri.com Village Council Joe I. Basco, Mayor ;pry C. Han. Vice Mayor Scott Bass rsha Fdce-46n Broucck Also H. Fein Mortimer Fried Robert Oidako,.aki Village Manager C. Samuel Kissinger TO: FROM: RE: Proposed Solid Waste Agreement (2000-20004) BFI Waste Systems of North America (BFI) 1. INTRODUCTION The current fee for Solid Waste Collection, Transportation, and Disposal is $199.00 annually. It has remained at the same rate for the past five (5) years under the terms of the Village agreement for such services with BFI. This Agreement ends December 31, 1999. Prior to the BFI Agreement, Miami -Dade County provided these services at an annual charge of $399.00. The County has subsequently reduced its charges in 1996 to $350.00. Since 1995, the Village has saved the homeowner over $800. II. REOUEST FOR PROPOSALS Resolution 99-28, adopted April 20, 1999 directed the Village Manager to issue a Request For Proposals (RFP) for a new five (5) year Agreement. A Public Notice was placed in the Miami Review five (5) times, beginning on June 30, 1999. Pursuant to the RFP, a mandatory "Pre -Proposal Conference" was held on July 8, 1999 with two (2) prospective contractors attending. Both prospeective contractors submitted Proposals on the due date, July 22, 1999 and these were opened on that day. III. PROPOSALS Both prospective contractors, BFI Waste Systems of North America (BFI) and Waste continued on page two VILLAGE OF KEY BISCAYNE Office of the Village Manager August 17, 1999 MEMORANDUM The Honorable Mayor and Members of the Village Council C. Samuel Kissinger Village Manager 85 West McIntyre Street - Key Biscayne, Florida 33149 - • (305) 365-5511 Fax (305) 365-8936 .tI,.t.1/., r r. 1 .„ .„11.1 VI..4,1,111rr1.,,1n.,1.,.1,.1ION., 111.1011, I MIMI,. MI .4,11 NI S page two Management Systems (WMS), are comparable in terms of qualification and experienced for the required services. With respect to price, however, the proposals differ notably, as shown below, in response to the "Bulk Waste Collection" options specified in the RFP: Contractor Option 1 Option 2 Option 3 Once/ Month Twice/ Month Once/ Week (Mos/Unit) (Mos/Unit) (Mos/Unit) BFI $18.69 $20.19 $22.91 $17.12* $18.62* * $21.34 WMS $33.75 $33.75 $33.75 BFI's rate under the current Agreement (before FY 2000 COLA) is: $14.14 * BFI has agreed to reduce its fee by $1.57, from $18.69 to $17.36, in consideration for the elimination of the $2,000 per Month Rental fee required in the RFP for the land used for the bulk waste roll -off container on West McIntyre Street. IV. OPTIONS Based on the attached letter from BFI, dated August 11, 1999, the following were evaluated. I do not recommend any of these options: A. Bulk Waste Collected Four (4) Times per Year: $1.66/Mos. Reduction B. Bulk Waste Collected Twice (2) per Year: $1.81/Mos. Reduction C. A longer -term contract would not provide additional savings I have spoken to a Contractor who did not submit a proposal. His evaluation to me indicated that he could not consider offering the Village a lower price than the BFI proposal. V. RECOMMENDATION I recommend that a five (5) year contract (2000-2004) be awarded to BFI. I further recommend that the annual fee be increased from $199.00 to $220.00 per year ($18.33/monthly). This amount is estimated to be sufficient to cover. • The Village's BFI Agreement obligations, i.e. $205.44/yr./unit; and continued on page three page three • A contingency of about 7.5% or approximately $15.42/yrJunit for administrative expenses, uncollectable accounts, and special clean up expenses created by emergencies. VI. REVENUE AND EXPENDITURE PROJECTION The financial position of the Solid Waste Fund as impacted by the BFI proposal is described by the financial projections below. These projections include the following assumptions: A. Income: 1250 customers.® $220.00 fixed for five (5) years or $275,000.00; B. Cost of Living Adjustments (COLA) based on the same rate of escalation as for years 1996-1999; C. COLA applied to contractual obligations, per the recommended BFI Proposal and the contingency as well; D. Deficit covered by appropriation from $90,000 Solid Waste Fund balance as of September 30, 1998. The attached cash flow analysis indicates that the current balance in the Solid Waste Fund should be sufficient to allow the current level of Solid Waste Services to be maintained on a fixed fee basis for homeowners for the entire proposed five (5) years, during which the Agreement with BFI would be in effect. The validity of the analysis, of course, relies on the assumption that inflationary influence on COLA will remain as benign in the next five (5) years as in recent years. At the end of the proposed agreement period, the Solid Waste fee for 2005 may be a minimum of about $240.00 including all Cost -Of -Living Adjustments, contingencies, and administrative charges. Please see Exhibit One on the next page. End EXHIBIT ONE REFUSE COLLECTION AND RECYCLING AND DISPOSAL FUND FINANCIAL PROJECTIONS (2000-2004) a)71 OAT 2-b� YEAR 2000 2001 2002 2003 2004 TOTAL Starting $90,000 $83,000 $72,000 $56,000 $36,000 Fund Bal. $90,000 Revenue 275,000 275,000 275,000 275,000 275,000 1,375,000 Contract -257,000 -259,792 -263,789 -266,787 -270,784 -1,318,152 Expenses Admin. -25,000 -26,000 -27,000 -28,000 -29,000 -135,000 Expenses Total -282,000 -285,792 -290,789 -294,787 -299,784 -1,453,152 Expenses COLA Fee N/A* -208 -211 EOY Net -7,000 -11,000 -16,000 -20,000 -25 000 Inc./loss -79,000 EOY Bal. $83,000 $72,000 $56,000 $36,000 $11,000 11 000 *EOY 1999 to EOY 2000' escalation is factored in proposal price September 9, 1999 Councilmember Oldakowski made a motion to approve the resolution. The motion was seconded by Councilmember Broucek. Director of Finance and Administrative Services, Tom Zannis, addressed the Council and the public regarding his department's budget; Chief of Police Michael J. Flaherty addressed the Council and the public regarding his department's budget; Chief of Fire Rescue John C. Gilbert addressed the Council and the public regarding his department's budget; Jud Kurlancheek, Director of Building, Zoning and Planning Department addressed the Council and the public regarding his department's budget; Todd Hofferbeth, Recreation Department Director, addressed the Council and the public regarding his department's budget; The Manager addressed the Council and the public regarding the Public Works Department budget. The Clerk addressed the Council and the public regarding the Office of the Village Clerk's budget, requesting and adjustment and salary increase for the Deputy Clerk. Councilmember Broucek requested to bring the Deputy Clerk's salary to parity with the Administrative Assistant to the Finance Assistant. Councilmember Oldakowski also requested that the Deputy Clerk be compensated for services rendered during the Clerk's absence. The Manager addressed the Council and the public regarding the Non -Departmental budget and a request from Key Biscayne Chamber of Commerce. The Mayor opened the public hearing. Alan Sonnabend, 300 Atlantic Road, President of the Chamber of Commerce addressed the Council requesting an increase in the amount allocated to the Chamber for budget year 1999-2000; Bob Brookes, Miami; Pamela Kirkpatrick, Executive Director of the Chamber of Commerce; Camille Guething, 260 Seaview Drive spoke regarding the Chamber of Commerce and the program with the Miami Rowing Club; Wayne Powell, Branch Manager, Key Biscayne Library; Conchita Suarez, 201 Crandon Boulevard; Ed Meyer, 100 Sunrise Drive. The Mayor closed the public hearing. Mayor Rasco requested that the Key Biscayne Chamber of Commerce prepare additional information and present it to Council for their consideration at the next budget hearing. The Deputy Clerk read the following resolution by title: A RESOLUTION OF THE VILLAGE OF KEY BISCAYNE, FLORIDA; AUTHORIZING THE VILLAGE MANAGER TO NEGOTIATE A FIVE (5) YEAR CONTRACT WITH BFI WASTE SYSTEMS OF NORTH AMERICA, INC; PROVIDING FOR AN EFFECTIVE DATE. 2of4 RESOLUTION NO. 99-74 A RESOLUTION OF THE VILLAGE OF KEY BISCAYNE, FLORIDA; AUTHORIZING THE VILLAGE MANAGER TO NEGOTIATE A FIVE (5) YEAR CONTRACT WITH BFI WASTE SYSTEMS OF NORTH AMERICA, INC.; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, Village Council adopted Resolution 99-28 on April 20, 1999, directing the Village Manager to advertise for solid waste proposals; and WHEREAS, two (2) proposals were received and opened on July 22, 1999; and WHEREAS, BFI Waste Systems of North America, Inc. offered the significantly lower monthly unit rate of $17.12, as compared to Waste Management, Inc., to maintain the current Solid Waste Collection services; and WHEREAS, due to this monthly increase for Solid Waste Collection, the annual homeowner fee will be raised from the 1999 rate of $199 to $220, estimated to remain frozen at the same rate for the next five (5) years based on the attached financial protection. NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF KEY BISCAYNE, FLORIDA AS FOLLOWS: Section 1. The Village Manager is hereby authorized to negotiate a five (5) year contract with BFI Waste Systems of North America, Inc. in accordance with the terms and conditions of the memorandum dated August 17, 1999 prepared by the Village Manager and attached hereto. Section 2. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 9th day of Septem CONCHITA H. ALVAREZ, CMC, VILL APPR FIRM AND LEGAL SUFFICIENCY ILLAGE ATTORNEY October 12, 1999 7. CONSENT AGENDA: The minutes of the Special Council Meeting of July 23, 1999, the minutes of the Regular Council Meeting of September 16, 1999 and the minutes of the Second Budget Hearing of September 21, 1999 were approved by unanimous consent. 8. ORDINANCES: The Clerk read the following ordinance, on first reading, by title: AN ORDINANCE OF THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, APPROVING AGREEMENT FOR COLLECTION, TRANSPORTATION, AND DISPOSAL OF SOLID WASTE FOR THE RESIDENTIAL AREAS OF THE VILLAGE BETWEEN THE VILLAGE AND BFI WASTE SYSTEMS OF NORTH AMERICA, INC.; PROVIDING AN EFFECTIVE DATE. Vice Mayor Han made a motion to adopt the ordinance on first reading. The motion was seconded by Councilmember Fried. The Manager addressed the Council regarding this ordinance stating that BFI was the low bidder. The ordinance was approved on first reading by a 6-0 roll call vote. The vote was as follows: Councilmembers Bass, Fein, Fried, Oldakowski, Vice Mayor Han and Mayor Rasco voting Yes. The Clerk announced the second reading of this ordinance for October 26, 1999. 9. PUBLIC HEARING FOR SOLID WASTE FEE: The Clerk read the following resolution by title: A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, REVISING FEES FOR THE COLLECTION OF SOLID WASTE AND FOR THE PROVIDING OF RECYCLING SERVICES; AMENDING FEES PROVIDED BY RESOLUTION 95-9; REPEALING RESOLUTION 95-9; PROVIDING AN EFFECTIVE DATE. Vice Mayor Han made a motion to approve the resolution. The motion was seconded by Councilmember Oldakowski. The Mayor opened the public hearing. There were no speakers present. The Mayor closed the public hearing. The resolution was adopted by a 6-0 roll call vote. The vote was as follows: Councilmembers Bass, Fein, Fried, Oldakowski, Vice Mayor Han and Mayor Rasco voting Yes. 2 of 7 RESOLUTION NO. 99-81 A RESOLUTION OF THE VILLAGE COUNCIL O1' THE VILLAGE OF KEY BISCAYNE, FLORIDA, REVISING FEES FOR THE COLLECTION OF SOLID WASTE AND FOR THE PROVIDING OF RECYCLING SERVICES; AMENDING FEES PROVIDED BY RESOLUTION 95-9; REPEALING RESOLUTION 95-9; PROVIDING AN EFFECTIVE DATE. WHEREAS, the Village provides for collection of solid waste and recycling services to residential customers within the Village; and WHEREAS, Ordinance 95-4, passed and adopted on April 11, 1995, authorized the Village Council to impose fees for the collection of solid waste and for the providing of recycling services (the "Fees"); and WHEREAS, a public hearing was held on October 12, 1999, prior to the setting of revised Fees. NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS: Section 1. That effective as of October 1, 1999, a Fee in the amount of $220.00 per year is hereby set for the collection of solid waste and for the providing of recycling services to residential customers within the Village, in accordance with the report dated August L7, 1999, attached hereto as Exhibit "A." Section Z. Resolution 95-9, providing solid waste and recycling service fees is hereby repealed, except that the fees provided by Resolution 95-9 shall continue to apply to all unpaid fees for services which were provided pursuant to Resolution 95-9. October 26, 1999 Hearing Number 99 -10 -26 -RV -04. Gustavo Moreno, 1040 Mariner Drive, the applicant, is requesting a regulatory variance to permit a boat dock, with two boat lifts, to extend eight (8) ft. into a canal where the maximum allowed extension is five (5) ft. Jud Kurlancheek, Director of Building, Zoning and Planning addressed the Council and the public regarding this request recommending approval of the variance. The Manager also addressed the Council regarding this request. The Mayor opened the public hearing. Richard Bunnell, President, Bunnell Foundation, Inc., 7801 N.W. 66 Street, Miami; Gustavo Moreno, 1040 Mariner Drive. The Mayor closed the public hearing. Councilmember Fein made a motion to approve the request. The motion was seconded by Councilmember Bass and failed by a 3-3 roll call vote. The vote was as follows: Councilmembers Bass, Fein, and Mayor Rasco voting Yes. Councilmembers Broucek, Oldakowski and Vice Mayor Han voting No. Vice Mayor Han made a motion to continue this hearing to the November 16, 1999 Zoning Meeting at 7:00 p.m. The motion was seconded by Councilmember Oldakowski and approved by a 6-0 voice vote. The vote was as follows: Councilmembers Bass, Broucek, Fein, Oldakowski, Vice Mayor Han and Mayor Rasco voting Yes. 6. ORDINANCES: The Clerk read the following ordinance, on second reading, by title: AN ORDINANCE OF THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, APPROVING AGREEMENT FOR COLLECTION, TRANSPORTATION, AND DISPOSAL OF SOLID WASTE FOR THE RESIDENTIAL AREAS OF THE VILLAGE BETWEEN THE VILLAGE AND BFI WASTE SYSTEMS OF NORTH AMERICA, INC.; PROVIDING AN EFFECTIVE DATE. Vice Mayor Han made a motion to approve the ordinance on second reading. The motion was seconded by Councilmember Fein. The Mayor opened the public hearing. There were no speakers present. The Mayor closed the public hearing. The ordinance was approved on second reading by a 6-0 roll call vote. The vote was as follows: Councilmembers Bass, Broucek, Fein, Oldakowski, Vice Mayor Han and Mayor Rasco voting Yes. 2of4 f ORDINANCE NO. 99-8 AN ORDINANCE OF THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, APPROVING AGREEMENT FOR COLLECTION, TRANSPORTATION, AND DISPOSAL OF SOLID WASTE FOR THE RESIDENTIAL AREAS OF THE VILLAGE BETWEEN THE VILLAGE AND BFI WASTE SYSTEMS OF NORTH AMERICA, INC.; PROVIDING AN EFFECTIVE DATE. WHEREAS, pursuant to a Request for Proposals issued by the Village of Key Biscayne (the "Village") on July 1, 1999, the Village has selected BFI Waste Systems of North America ("BFI") to provide collection, transportation, and disposal of solid waste for the residential areas of the Village ("Residential Solid Waste Services"); and WHEREAS, the Village and BR have come to an agreement regarding the terms of the provision of Residential Solid Waste Services. . NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS: Section 1. That the Agreement for collection, transportation, and disposal of solid waste for the residential areas of the Village between the Village and BFI (the "Agreement"), in substantially the form attached hereto, is hereby approved and the Village Manager is authorized to execute the Agreement on behalf of the Village. Section 2. That the Village Manager and Village Attorney are authorized to take any and all action necessary to implement the Agreement. Section 3. Severability. The provisions of this Ordinance are declared to be severable and if any section, sentence, clause or phrase of this Ordinance shall for any reason be held to be invalid or unconstitutional, such decision shall not affect the validity of the remaining sections, sentences, clauses, and phrases of this Ordinance but they shall remain in effect, it being the legislative intent 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 6 1. Definition of Terms 6 1.1 Contractor 6 1.2 Biohazardous Waste 6 1.3 Bulk Trash 6 1.4 Code 6 1.5 Collection Services 7 1.6 Collection Vehicles 7 1.7 Construction Debris 7 1.8 County 7 1.9 Day 7 1.10 Garbage 7 1.11 Garbage Container 7 1.12 Hazardous Waste 7 1.13 Holidays 7 1.14 Other Collections 8 1.15 Pickup Point 8 1.16 Prohibited Waste 8 1.17 Recycling Containers 8 1.18 Recyclable Materials 8 1.19 Recycling Services 9 1.20 Regular Schedule 9 1.21 Residential Customers 9 1.22 Service Area 9 1.23 Solid Waste 9 1.24 Solid Waste Collection Services 9 1.25 Solid Waste Disposal Facility 9 1.26 Special Waste 10 1.27 Tipping Fee 10 1.28 Village 10 1.29 Village Government Facilities 10 1.30 Village Manager 10 1.31 White Goods 10 1.32 Yard Trash 10 2. Term 10 2.1 Initial Term 10 2.2 Additional Terms 10 2.3 Same Terms 11 3. Prerequisites To Commencement of Service 11 3.1 Pre -Start Route Familiarization 11 3.2 Initial Schedule 11 3.3 Distribution of Recycling Containers 11 4. Commencement of Collection Services 11 2 5. Collection Services 12 5.1 Curbside Service to Residential Customers 12 5.2 Regular Collections 12 5.2.1 Garbage 12 5.2.2 Yard Trash 12 5.2.3 Recycling Materials 12 5.2.4 White Goods 13 5.2.5 Bulk Trash 13 5.2.6 Village Collections 13 5.2.7. Services to the Handicapped 13 5.2.8 Option of Other Services 13 5.3 Changes to Initial Schedule 13 5.4 Hours of Collection 13 5.5 Protection of Property 14 5.6 Spillage 14 6. Other Collections 14 6.1 Severe Weather/Emergencies 14 6.1.1 Emergency Collections/Charges 14 6.1.2 Emergency Collection Vehicles 16 6.1.3 Hurricane Plan 15 6.2 Holidays 16 6.3 Special Pickups 16 7. Contractor's Personnel 16 7.1 Contractor's Officer(s) 16 7.2 Assignment of Employees 16 7.3 Conduct of Employees 17 7.4 Employee Uniforms 17 7.5 Residents 17 7.6 Equal Opportunity 17 7.7 Full Time Employees 17 7.8 Dismissal 17 8. Collection Vehicles and Equipment 17 8.1 Quality and Quantity 17 8.2 Collection Vehicles, Equipment Description and Replacement 18 8.3 Reserve Collection Equipment 18 8.4 Advertising 18 9. Containers 18 9.1 General 18 9.2 Handling of Containers 18 9.3 Garbage Containers 19 9.4 Replacement of Recycling Containers 19 9.5 Containers Supplied By Contractor 19 10. Disposal of Solid Waste 19 11. Compensation to Contractor 19 11.1 Monthly Residential Fee 19 3 11.2 No Fee for Village Collections 20 12. Billing 20 12.1 Residential Billing 20 12.2 Invoices 20 12.3 Billing Adjustment Procedures 20 12.4 Cost of Living Adjustments 20 12.5 Changes in Disposal Charges 21 13. Franchise 21 13.1 Exclusive Rights 21 14. Ownership of Recyclable Materials 21 15. Neighborhood Trash Station 21 16. Agreement Performance 21 16.1 Supervision by Village Manager 22 16.2 Contractor Performance Disclosure 22 16.3 Inspection 22 17. Complaints and Complaint Resolution/Penalties 22 17.1 Complaint Line 22 17.2 Complaint Register 22 17.3 Response to Complaints 23 17.4 Disputes 23 17.5r Penalties 23 18. Annual Reports 23 19. Subcontractors 24 20. Performance Bond 24 21. Indemnification 24 22. Insurance 25 23. Events of Default by Contractor 25 23.1 Failure to comply 25 23.2 Insolvency or filings against Contractor 25 23.3 Failure to provide Collection Service 26 23.4 Complaints 26 23.5 Unresolved Problems 26 23.6 Misrepresentation 26 23.7 Illegal Conveyance of Franchise Rights 26 23.8 Inspection refusal 26 23.9 No Annual Report 26 24. Remedies Upon Default By Contractor 26 25. Representations and Warranties of Contractor 27 26. Compliance with Law 27 27. Taxes, Liens and Fees 28 28. Access to Books and Records 28 29. Public Awareness Program 28 30. Notices and Changes of Address 28 31. No Waiver 29 32. Severability 29 4 33. Binding Effect 29 34. Assignment 29 35. Complete Agreement 30 36. Proposal and Agreement Incorporated by Reference 30 37. Independent Parties 30 38. Force Majeure 30 39. Time of the Essence 31 40. Amendment 31 41. Attorneys Fees 31 42. Gender and Use of Singular and Plural 31 43. Counterparts 31 44. Headings 31 45. Governing Law/Waiver of Jury Trial 31 5 AGREEMENT This Agreement for the Collection, Transportation, and Disposal of Residential Solid Waste as defined hereunder (the "Solid Waste ervices") (the or this "Agreement") is made and entered into as of this a 6 day of ©c-ttol -I r , 1999, by and between BFI Waste Systems of North America, Inc. (`BFI") ("Contractor"), a Delaware 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 residences with solid waste collection service is scheduled to expire December 30, 1999. 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 July 1, 1999. The Proposals were evaluated and on August 12, 1999, BFI was recommended for selection as the Contractor. 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 BFI Waste Systems of North America, 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 any vegetative large items of various types which cannot be cut for placement in a Garbage Container. Bulk Trash shall not include 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 6 Services Shall mean, collectively, collection, transportation, and disposal services with respect to Solid Waste, including Garbage, Yard Trash, Recyclable Materials, Bulk Trash, and White Goods. 1.6 Collection Vehicles Shall mean a boom truck, rear loader truck, roll -off truck or other vehicle used by Contractor to collect or transport Solid Waste or Recyclable Materials. Individually each is a Collection Vehicle. 1.7 Construction Debris Shall mean materials generally not water soluble and non -hazardous in nature, including, but not limited to, steel, glass, brick, concrete or roofing material, pipe, gypsum wallboard, and lumber. Construction Debris shall include materials from the construction or destruction of a structure as part of a construction or demolition project, and including rocks, soils, stumps, and other vegetative matter which normally results from land clearing or land development operations for a construction or home improvement project. 1.8 County Shall mean Miami -Dade County, Florida. 1.9 Day Shall mean a calendar day. 1.10 Garbage Shall mean every refuse accumulation of animal, fruit, vegetable or organic matter that attends the preparation, use, cooking and dealing in or storage of meats, fish, fowl, fruit or vegetables, and decay, putrefaction, and the generation of noxious or offensive gases or odors or which, during or after decay, may serve as breeding or feeding material for flies or other germ carrying insects. 1.11 Garbage Container Shall mean a container made of galvanized metal, durable plastic or other suitable material of a capacity not to exceed 32 gallons or 50 pounds in weight, 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. 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 if no curb at the swale area from and 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 Recycling Containers Shall mean a rigid container made of plastic or other suitable substance, as approved by the Village Manager, of approximately 14 gallons capacity used to contain Recyclable Materials. 1.18 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 8 (g) any other material agreed to by the Village Manager and Contractor. Recyclable Materials shall not include Prohibited Waste, white office paper, aerosol cans, pharmaceutical glass containers, medical waste containers, pesticide containers or containers originally containing Prohibited Waste. 1.19 Recycling Services Shall mean the collection, separation or processing, and reuse or return to use in the form of raw materials or products of Recyclable Materials from Customers. 1.20 Regular Schedule Shall mean the Initial Schedule or any Modified Schedules. 1.21 Residential Customers Shall mean those Single Family residences as specified by the Village that are to receive Collection Services. The list of Residential Customers may be amended by the Village one week prior to the first day of each month by written notification to Contractor. 1.22 Service Area Shall mean all property located within the Village's corporate boundaries as defined in the Village Charter. 1.23 Single Family Residences A detached building designed for or occupied exclusively by one family and any building containing more than one but not more than four permanent living units. 1.24 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. 1.25 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. 1.26 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. 9 1.27 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. 1.28 Tipping Fee Shall mean the fee per ton charged at a Solid Waste Disposal Facility. 1.29 Village The Village of Key Biscayne, Florida. 1.30 Village Government Facilities Shall mean the Village Hall, the Emergency Services Facilities, Police Station, Fire Station, The Village Green, Calusa Park, and any other facilities owned or operated by the Village or to be built, owned or operated by the Village in the future. 1.31 Village Manager Shall mean the Village Manager of the Village of Key Biscayne, Florida, or his/her designee. 1.32 White Goods Shall mean refrigerators, washing machines, dryers, ranges, water heaters, freezers, air conditioning units, and other similar large appliances. 1.33 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 or bundled. No bundle or filled container shall exceed 50 pounds in weight and no more than six containers 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 January 1, 2000, and terminating December 30, 2004. 10 2.2 Additional Terms This Agreement may be renewed upon mutual consent of the parties for two two-year terms ("Additional Terms"), which renewal must be agreed to by both parties no less than 90 days prior to the end of the immediately preceding term. 2.3 Same Terms After the Initial Term or the Additional Terms have expired, the term of this Agreement may be extended upon mutual written consent of both parties upon the same terms as were in effect prior to the expiration. 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 current Pickup Points and with the method by which Collection Services are currently being performed. 3.2 Initial Schedule Prior to the commencement of Collection Services, Contractor shall provide the Village Manager with a weekly schedule including the days of the week that Recycling Services, Yard Trash Collection, and Garbage Collection Services will be provided to each Residential Customer within the frequency required by this Agreement ("Initial Schedule"). The parties recognize that existing residential collection services in the Village are currently subject to an existing collection schedule. In order to provide seamless services to each Residential Customer, Contractor agrees to utilize the existing weekly 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 Prior to the commencement of Collection Services, Contractor shall provide each Residential Customer with two Recycling Containers. One Recycling Container shall be used for newspaper and the other shall be for Recyclable Materials other than newspaper. During the Initial Term of this Agreement and any Additional Terms, Contractor shall own the Recycling Containers, and upon termination of this Agreement may collect the Recycling Containers from the Residential Customers. Residential Customers added by the Village pursuant to this Agreement shall be provided with two Recycling Containers by Contractor at no charge within seven days of commencement of Collection Services to that Residential Customer. 4. Commencement of Collection Services Collection Services shall commence on the first Monday of January, 2000. 11 5. Collection Services. 5.1 Curbside Service to Residential Customers Contractor shall provide Curbside Collection Services to all Residential Customers within the Service Area. All Solid Waste to 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 will provide safe and efficient accessibility to Contractor's collection crew and vehicles. Enclosures for garbage receptacles shall be within six feet of the paved surface or right-of-way. Fixed or permanent enclosures shall have a street side opening for the removal of the garbage receptacle. 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. Where: (1) A resident is physically unable to deliver Solid Waste 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 customer and Contractor at no extra cost to the 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 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 three 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"). 5.2.3 Recycling Materials Contractor shall provide Recycling Services to each Residential Customer one day per week pursuant to the Regular Schedule ("Recycling Day"). Each Residential Customer's Recycling Day shall be the same as one of the Residential Customer's Garbage Collection Days. 12 5.2.4 White Goods Contractor shall provide pickup and disposal service of White Goods to each Residential Customer pursuant to the same schedule as Bulk Trash. 5.2.5 Bulk Trash Contractor will provide pickup and disposal service of Bulk Trash to each Residential Customer pursuant to the Regular Schedule and the options agreed to between the parties in connection with Contractor's Proposal and Selection process. 5.2.6 Village Collections Contractor shall provide to Village Government Facilities at no charge two times each week ("Village Collections"). 5.2.7. Services to the Handicapped Contractor shall provide, at no additional charge, back -door Collection Services 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 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 a newspaper of general circulation in the Village and by direct notification to each customer. The cost of publication shall be borne solely by Contractor. 5.4 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 1:30 P.M. Monday through Saturday. Collection Services shall not take place on 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 13 Village Manager, to be later evidenced by a written memorandum from the Village Manager confirming the approval. 5.5 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 immediately repair or pay for any damage caused by its operations. In the event that repairs are not made or damage paid for within seven working days 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 a minimum disturbance to Residential Customers and to the neighborhood. 5.6 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 cooperate with the Village on a priority basis in all possible ways for the efficient and rapid clean-up of the Village. Such cooperation shall include undertaking steps necessary for an appropriate response to the emergency, including assistance to the Village at the Village Manager's request for extra collections both before and after the emergency. Contractor shall receive extra compensation above that set forth in this Agreement for Emergency Collections, provided Contractor has first secured prior written authorization from the Village Manager based on rates jointly agreed to by the Village Manager and Contractor. The 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, 14 Contractor shall advise the Village Manager and Residential Customers of the estimated time required before Regular Schedules can be resumed. 6.1.2 Emergency Collection Vehicles Listed below are the Collection Vehicles which may be necessary for storm or disaster cleanup in the Village and the charges per hour for each Collection Vehicle. The Collection Vehicles shall be supplied on an "as needed" basis. The following charges do not include disposal costs which shall be paid by the Village upon presentation of documentation to the Village Manager by Contractor. 6.1.2.1 Boom Truck - International chassis with an Iowa Mold Tooling (IMT) 64235 crane and a one yard clam bucket or equivalent. With driver/operator $125 per hour. 6.1.2.2 Rear Loader Truck -Mack chassis truck with a 31 yard Leach 2RII Packmaster body or equivalent. With driver plus 2 helpers $250 per hour. 6.1.2.3 Roll Off Truck -Mack chassis with a 30 yard open top Roll Off container or equivalent. With driver/operator $125 per hour. 6.1.2.4 Clark Loader, CAT Loader or equivalent — vehicle with front bucket and grapple to scoop up material. With driver/operator $ 95 per hour. 6.1.2.5 Bobcat, Skid Loader — vehicle with front grapple arm capable of loading a dump truck or roll off truck. With driver/operator $ 85 per hour. 6.1.2.6 Tandem Dump Truck — open top true capable of carrying debris. With driver/operator $ 70 per hour. 6.1.2.7 Flagmen — individuals to control traffic flow around collection area. $ 28 per hour per person. 6.1.2.8 Inspectors — individuals to observe crew operations for Village and verify loads and activities. $ 28 per hour per person. 6.1.2.9 Supervisor — individual to manage crew(s), provide paperwork, and verify loads and activities for contractor. $ 50 per hour per person. 6.1.2.10 The Village Manager is authorized to negotiate with BFI for any additional vehicles and services not listed above. 15 6.1.3 Hurricane Plan Contractor shall be required to submit to the Village a Hurricane Plan detailing variations from the regular services and outlining its responsibilities as well as instructions to Customers. In the case of a hurricane, the 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. 6.2 Holidays Contractor shall be obligated to provide Collection Services on holidays, except Independence Day and Christmas 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 shall be billed by Contractor directly to the Residential Customer. Prior to making a Special Pickup, for a Residential Customer, 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) Contractor shall assign a qualified person or persons to be responsible for the Collection Services under this Agreement. Contractor shall provide to the Village, in writing, the name, home telephone, and pager or mobile phone numbers of this person or persons. Contractor shall also be furnished information regarding that 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 will make every effort to insure consistency in the employees servicing each route. 16 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 will not be permitted. Employees shall not cross the property of one Residential Customer in order to service another Residential Customer unless residents or owners of both such properties shall 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 possible, 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 17 from nationally known and recognized manufacturers of garbage collection, recycling, and disposal equipment. All Collection Equipment shall be kept in good repair and appearance and in a sanitary and clean condition at all times. 8.2 Collection Vehicles, Equipment Description and Replacement All Collection Vehicles and other vehicles used by Contractor to provide Collection Services ("Other Vehicles") shall be equipped with state-of-the-art communication equipment capable of providing direct communication with the Village, including, but not limited to portable cellular telephone devices. All Collection Vehicles and Other Vehicles are to be painted uniformly with the name of Contractor, business telephone number, and the number of the vehicle in letters not less than five 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 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. 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 and Recycling Containers shall be handled carefully by Contractor, shall not be bent or otherwise abused, and shall be thoroughly emptied and then left upright. If an item is found in a Recycling Container that is not Recyclable Material, it shall be left in the Recycling Container with written notification to the Residential Customer on a form provided by the Village Manager that the item was not acceptable. Covers on Garbage Containers shall be put securely and properly in place and Garbage Containers returned to the curbside Pickup Point. In the event of damage caused by Contractor to Garbage Containers or Recycling Containers, other than normal wear and tear, Contractor shall be responsible for the timely repair or replacement of 18 the Garbage Container or Recycling Container within four days of receiving a complaint from the Residential Customer or the Village Manager. 9.3 Garbage Containers Garbage Containers shall be provided by each Residential Customer. 9.4 Replacement of Recycling Containers Contractor shall, at no charge, provide annually up to 125 Recycling Containers to replace those that have been lost, stolen or damaged through no fault of Contractor. The cost of replacing Recycling Containers in excess of 125 per year shall be borne, within reason, by the Village. The Village will agree to participate with Contractor to obtain state and federal grant funding for the replacement of Recycling Containers. 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 $92 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 $ 17.12 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 Removal once a month. This initial amount is based upon 1,270 units, the number of units specified in the Village's July 1, 1999 Request for Proposals. The number of Residential Customers shall be adjusted annually, including the first year of operations, to equal the number specified in the records of the County Assessor. Should the services change, the parties may negotiate a new Monthly Residential Fee. 19 11.2 No Fee for Village Collections There shall be no compensation paid Contractor for collections from Village owned, occupied or operated property and facilities, including, but not limited to: a. Village Hall b. Village Fire Station c. Village Police Station d. The Village Green e. Calusa Park f. Any other facility or property owned or operated by the Village g. Any new facility or property to be owned or operated by the Village 12. Billing 12.1 Residential Billing The Village shall be responsible for billing of all Residential Collection Services. Contractor shall be responsible for billing of Special Services. Contractor shall provide the Village with a copy of each agreement for Special Services 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 listing of Residential Customers served will be furnished by Contractor to the Village along with each invoice. 12.3 Billing Adjustment Procedures On the first day of each month 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, 2001, and yearly thereafter, the collection, disposal, and hauling component of the rates shall be adjusted to reflect the cost of doing business, measured by the fluctuation in the Consumer Price Index (CPI) (All Urban Consumers, Miami -Fort Lauderdale, 20 Florida) as published by the U.S. Department of Labor, Bureau of Labor Statistics or its successor agency. 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 (not to exceed 5%). 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, in his/her sole discretion and upon written request from Contractor, may adjust the Monthly Residential Fee in accordance with such change. In order to justify any increase on the Monthly Residential Fees, Contractor must provide to the Village Manager: a. documentation showing actual disposal charges paid for the four months prior to the request for the increase, b. the publication or other evidence announcing the disposal fee increase, and c. a letter or other documentation addressed from the applicable Solid Waste Disposal Facility to the Village, stating that the increase disposal fee applies to Contractor. 13. Franchise/Exclusive Rights To the extent permitted by law, the Village hereby grants Contractor the exclusive franchise right and the sole obligation during the Initial Term of this Agreement and any Additional Terms for the Solid Waste Services to Residential Customers described in this Agreement within the Village's Service Area. Pursuant to Chapter 166, Florida Statutes, Article VIII, Section 2 (b) of the Florida Constitution and Chapter 403, Florida Statutes, the Village has the lawful authority to enter into this Agreement. 14. 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. 15. Neighborhood Trash Station Upon written request of the Village Manager, Contractor shall provide to the Village for use by residents for disposal of Yard Trash and Bulk Trash and at no cost, one 30 -yard roll -off container to be located at a site approved by the Village Manager for disposal of Yard and Bulk Trash. 16. Agreement Performance 21 16.1 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 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. 16.2 Contractor Performance Disclosure Contractor shall furnish the Village Manager any information relating to this Agreement deemed necessary by the Village Manager to ascertain whether or not Collection Services are being performed in accordance with the requirements of this Agreement. 16.3 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. 17. Complaints and Complaint Resolution/Penalties 17.1 Complaint Line Contractor shall maintain a dedicated Telephone Complaint Line ("Complaint Line") within the Village where complaints can be received. The Complaint Line shall be operational from 7:00 a.m. to 4:00 p.m., Monday through Friday and Saturday from 7:00 a.m. to 1:00 p.m. Contractor shall provide an answering service and contact person during non -operational hours for the receipt of customer inquiries. The contact person must have the ability to authorize operations in the case of situations requiring immediate attention. In the event of a dispute between Contractor and a 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 his/her sole discretion. 17.2 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 22 resolved. The Complaint Register shall be submitted to the Village Manager each quarter along with the applicable monthly invoice. 17.3 Response to Complaints All complaints shall be resolved within 24 hours from the time of receipt of the complaint. When a complaint is received on the day preceding a Holiday, or on a weekend, it shall be resolved no later than the next working day. 17.4 Disputes Unresolved disputes between Contractor and Customers shall be referred to the Village Manager whose decision shall be final and binding. 17.5 Penalties 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. 18. 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 Services, 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 held by Contractor as proprietary or confidential. g. Complaint Register. h. Annual Audit. 23 Contractors 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. 19. Subcontractors Contractor shall not employ subcontractors to perform services pursuant to this Agreement without prior written approval of the Village. 20. Performance Bond Simultaneously with its delivery of the executed contract, the Contractor shall deliver to the Village Manager an executed Performance Bond, in the amount of $1,304,544 as security for the faithful performance and for the payment of all persons performing labor or furnishing materials under the Agreement. The Performance Bond shall be written and signed by a licensed agent of the State of Florida located in Miami -Dade County. The attorney -in -fact or other officer who signs a Performance Bond for a surety company, must 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 established by the Village Manager by written notice, shall be considered a material default by the Contractor subjecting the Contractor to penalties in the manner specified in the Agreement. 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 CPI increase. 21. Indemnification Contractor shall indemnify, hold harmless, and defend (at the trial and appellate levels) 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. This indemnification shall not apply to claims, losses, expenses or liability arising out of the sole negligence of the Village. This indemnification shall survive the termination of this Agreement. 24 22. Insurance 22.1 Contractor and any subcontractor(s) of the Contractor must maintain throughout the entire term of this Agreement, and any Additional Terms: a. Commercial general liability in the minimum amount of $1,000,000 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 must include coverage for contractual liability specifically covering the indemnity set forth in this Agreement. The Village must be named as an additional insured on this policy. b. Automobile liability in the amount of $1,000,000 per occurrence for bodily injury and property damage, covering all vehicles owned, leased or used by Contractor within the limits of the Village. The Village must be named as an additional insured on this policy. c. Workers compensation and employer's liability, as required by Florida Statutes. 22.2 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 Guild, latest edition. 22.3 No change or cancellation of any insurance required by this Agreement shall be made without 30 days prior written notice to the Village. 23. 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: 23.1 Failure to comply Any material failure by Contractor to perform or comply with the terms and conditions of this Agreement. 23.2 Insolvency or filings against Contractor Filing by or against Contractor or the Performance Bond surety of a bankruptcy, receivership, assignment for the benefit of creditors, liquidation, dissolution, composition or reorganization, petition or other insolvency proceeding. 25 23.3 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. 23.4 Complaints Complaints constituting verified deviations from Contractor's duties or obligations under this Agreement in any calendar month in excess of ten per month. 23.5 Unresolved Problems Not resolving legitimate complaints of missed service within the time frame specified six or more times in any calendar month. 23.6 Misrepresentation If any representation or warranty furnished by Contractor in this Agreement is found to be false or misleading in any material respect. 23.7 Illegal Conveyance of Franchise Rights Sale or assignment of the franchise rights provided by this Agreement to a third party without the Village's prior written consent. 23.8 Inspection refusal Refusal of Contractor to allow inspection or review of records. 23.9 No Annual Report Failure to provide the annual report. 24. Remedies Upon Default By Contractor In the Event of Default by Contractor the Village may, without recourse to legal process: 24.1 Immediately terminate this Agreement by delivery of a written Notice of termination to Contractor. 24.2 Seek recovery on the Performance Bond. 24.3 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 26 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. 25. Representations and Warranties of Contractor Contractor represents and warrants as follows: 25.1 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 will not be justification for Contractor to fail to maintain the Regular Schedules or to justify a rate increase. 25.2 All Solid Waste collected by Contractor under this Agreement will be disposed of at a duly licensed and permitted Solid Waste Disposal Facility. 25.3 Contractor has all requisite power, authority, licenses, permits, and franchises, corporate or otherwise, to execute and deliver and perform its obligations under this Agreement. 25.4 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. 25.5 Contractor's execution, delivery, and performance of this Agreement will not result in a breach or violation of or constitute a default under any agreement, lease or instrument to which it is a party or by which it or its properties may be bound or affected. 25.6 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. 25.7 Contractor has, or will have, under its control at the date of commencement of services under this Agreement, all equipment, machinery, labor, and 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, and Local 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 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 or incurred 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 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 Recyclables, Materials collected under this Agreement. An annual audit of the books and records by a Contractor in-house certified public accountant prepared in accordance with generally accepted accounting principles shall be delivered to the Village no later than December 1st of the year following the fiscal year. 29. Public Awareness Program Contractor 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 the initial five-year 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 28 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 85 West Maclntyre Street Key Biscayne, Florida 33149 Attn: C. Samuel Kissinger, Village Manager With a required copy to: Richard Jay Weiss, Esq. Weiss Serota Helfman Pastoriza & Guedes, P.A. 2665 South Bayshore Drive, Suite 420 Miami, Florida 33133 31. No Waiver Contractor should be addressed as follows: Bob Hely, District Manager, South Florida BR Waste Systems of North America, Inc. 2380 College Avenue Davie, Florida 33317 With a required copy to: James Sage, General Manager BFI Waste Systems of North America, Inc. 3840 N.W. 37th Court Miami, Florida 33142 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. Severabilit 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 franchise 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 29 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 Solid Waste 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 franchise, the assignee shall fully assume all the liabilities and obligations of Contractor under this Agreement. 35. Complete Agreement This Agreement, 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. 36. Proposal and Agreement Incorporated by Reference The Village's Request for Proposals for Collection, Transportation, and Disposal of Solid Waste for the Residential Areas of the Village together with all attachments and Contractor's response to the RFP are hereby incorporated by reference into this Agreement. In construing the rights and obligations between the parties, the order of priority in case of conflict between the documents shall be as follows: 36.1 This Agreement 36.2 The Village RFP dated July 1, 1999, including all attachments. 36.3 Contractor's response dated to the Village RFP dated July 22, 1999. 37. 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. 38. Force Maieure The performance of any act by the Village or Contractor hereunder may be delayed or suspended at any time while, but only so long as, either party is hindered in or prevented from performance by acts of God, the elements, war, rebellion, strikes, lockouts or any other cause beyond the reasonable control of such party, provided, however, 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, cancel or renegotiate this Agreement. 30 39. Time of the Essence Time is of the essence with respect to each and every term and condition of this Agreement. 40. Amendment The parties hereby irrevocably agree that no attempted amendment, modification, termination, discharge or change of this Agreement shall be valid and effective, unless both parties shall unanimously agree in writing to such amendment. 41. Attorneys Fees If the Village or Contractor incurs any expenses in enforcing the Terms of this Agreement, the prevailing party shall be reimbursed by the other party for all reasonable attorneys' fees and costs. 42. Gender and Use of Singular and Plural All pronouns shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the party or parties, or their personal representatives, successors, and assigns may require. 43. 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 will constitute one and the same instrument. 44. 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. 45. 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 knowingly and irrevocably waives its right to a trial by jury for any and all actions that might arise out of this Agreement. 31 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 Key Biscayne , Florida 85 West McIntyre Street Key Biscayne, Florida 33149 (A4k-2Al h"l l Conchita Alvarez, CMC, Village Clerk APPROVED AS TO LEGAL SUFFICIENCY WEISS SEROTA HELFMAN PASTORIZA & GUEDES, P.A., Village Attorney Witne Print Name: ✓C+`rtimaait " //14'JSS Print Name: 32 By: amuel Kissinge e Manager CONTRACTOR: By: Title: ger South Florida EXHIBIT "A" Pricing Schedule I. RESIDENTIAL: Garbage (Twice/week) $ 12.57/mo. $ 150.84/year Yard Trash (once/week) $ .92/mo. $ 11.04/year Recycle (Once/week) $ 1.83/mo. $ 21.96/year Total $ I5.32/mo. $ 183.84/year Option One (bulk trash) $ 1.80 once a month Total Per Month $ 17.12/mo. $ 205.44/year Special Pick-ups $ 11.00/cubic yard Additional residential service of White Goods monthly will be provided at no additional cost. II. Bulk Trash removal will be provided under three Options as follows: Once a month Twice a month Once a week III. General Considerations $ 1.80/mo $ 21.60/year $ 3.30/mo $ 39.60/year $ 5.82/mo $ 69.84/year All of the above prices include collection, disposal, transportation, permits, and license required for providing Solid Waste services to the Village. 33 EXHIBIT "B" VIOLATIONS PENALTY a. Failure to collect missed customers by 8:00 PM the same day when given notice before noon, or by 12:00 PM the following day when given notice between 12:00 PM and 5:00 PM $25.00 per incident to maximum of $150.00 per truck per day b. Legitimate complaints over ten (10) per month $100.00 per incident c. Collection of Residential Solid Waste and /or Recyclables before 5:00 AM or after 6:00 PM $100.00 per incident d. Failure to clean spillage $100.00 per incident e. Failure to return containers or garbage receptacles to original location. $100.00 per incident f. Failure to repair damage to 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. I. 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" Attachments The following documents are included by reference and shall be considered part of this Agreement: 1. Request for Proposals "Collection, Transportation, and Disposal of Solid Waste For the Residential Areas of Village of Key Biscayne, Florida" dated July 1, 1999. 2. Proposal, in response to the Request for Proposals from BR, transmitted to C. Samuel Kissinger under letter from Adam Mathews, BFI District Vice President, dated July 21, 1999. 103001/Agreements/Collection, Transportation And Disposal Of Solid Waste.2 REVISION CNA Surety PERFORMANCE BOND Bond No. 929107719 KNOW ALL MEN BY THESE PRESENTS: That we, BFI Waste Systems of North America, Inc. 3840 N W 37 Court Miami, FL 33142 as Principal, and the National Fire Insurance Company of Hartford, a Connecticut corporation, as Surety, subject to the Conditions, Limitations and Exclusions of this Performance Bond, are firmly bound unto Village of Key Biscayne 85 W. McIntyre Street, Key Biscayne, FL 33419 hereinafter referred to as the Obligee, for such monetary amount as incurred by the Obligee, not to exceed the penal sum of One Million Three Hundred Sixty Five Thousand & 00/100 ($1,365,000.00), as may be required to remedy any contractual default by the Principal in the performance of that certain written contract between Principal and Obligee dated October 26,1999 for Collection of Residential Solid Waste hereinafter referred to as the Contract; for the payment hereof, we bind ourselves, our heirs, executors, administrators and successors, jointly and severally. CONDITIONS The obligation of this Performance Bond shall be null and void unless: (1) the above Contract is in writing,and has been fully executed by both the Principal and the Obligee; (2) the Principal is actually in default under the above Contract, and is declared by the Obligee thereafter to be in default; (3) the Obligee has performed all of the obligations of the Obligee under the above Contract; and (4) the Obligee has provided written notice of the default to the Surety as promptly as possible, and in any event, within thirty (30) days after such default. LIMITATIONS AND EXCLUSIONS The Surety, as the sole election and discretion of the Surety, may take any of the following actions: (1) With notice to the Obligee, provide financial assistance to the Principal to remedy any contractual default by the Principal; or, (2) Undertake the completion of the above Contract by the Surety, through its agents or through independent contractors; or, (3) Determine the amount for which the Surety may be liable to the Obligee, based on Obligee's claim, and promptly tender payment thereof to the Obligee not to exceed the penal sum of the Performance Bond. (4) Pay the full amount of the above penal sum in complete discharge and exoneration of this Performance Bond, and all liabilities of the Surety relating thereto. If the Surety so elects to act, all payments and expenditures by the Surety shall be applied against the above penal sum and in reduction of the limit of liability of the Surety. Performance Bond The obligation of this Performance Bond Shall not include liability for loss, cost, damage, fines, penalties or expense (including attorney's fees) from personal injury (including death), or from property damage (including environmental impairment or cleanup), or from any criminal or tortuous act arising out of the performance, default or completion of the above Contract, nor shall the Surety obligated to provide or maintain any policy or undertaking of liability insurance This bond is for a five-year term beginning January 1, 2000 and ending December 31, 2004. In the event of default by the Principal in the performance of the contract during the term of this bond, the Surety shall be liable only for the direct loss to the Obligee due to actual excess costs of performance of the contract up to the termination of this term of this bond. No suit shall be brought on this bond after one year following its termination. Neither non -renewal by the Surety, nor failure or inability of the Principal to file a replacement bond, shall constitute loss of the Obligee recoverable under this bond. The bond may be extended for additional terms at the option of the Surety, by continuation certificate executed by the Surety. The Obligation of this Performance bond inures solely to the benefit of the obligee. No right of action shall accrue under this Performance Bond to or for the use of any person, firm, corporation, public or private entity other than the obligee. In the event that the Obligee is comprised of more than one person, firm corporation, public or private entity, the conditions, limitations and exclusions of this Performance Bond shall apply jointly and severally to each and all constituents of the Obligee, and the aggregate liability of the Surety to the Obligee shall in no event exceed the above penal sum. The consent of the Surety shall be required with regard to any changes or alterations in the above Contract including, but not limited to, where the cost thereof, added to prior changes or alterations, causes the aggregate cost of all changes and alterations to exceed 10 percent of the original contract price, or where the completion thereof is extended by more than 90 days. No right of action shall accrue under this Performance bond unless demand is brought by suit, action or other legal proceeding commenced against the Surety within one year after the day that the Principal last performed labor or supplied material for the above Contract. Any and all claims and causes of action (including warranty requirement or the remedy of latent defects) not so commenced shall be deemed extinguished and forever barred from action under this Performance Bond. In the event of conflict or inconsistency between the provisions of this Performance Bond and the provisions of the above Contract, the provisions of Section 20 of the contract shall control. of North • ' erica, I ' c. P. Humenchick, Florida Countersigning Agent National Fire Insurance Company of Hartford Kathleen A. Weaver, Attorney -in -Fact POWER OF ATTORNEY APPOINTING INDIVIDUAL, ATTORNEY -IN -FACT Know All Men By These Presents, That CONTINENTAL CASUALTY COMPANY, en Illinola corporation, NATIONAL FIRE INSURANCE COMPANY OF HARTFORD. a Connecticut corporation, AMERICAN CASUALTY COMPANY OF READING, PENNSYLVANIA, a Pennsylverve corporation (herein collectively called "the CNA Surety Companies"), are duly organized and existing corporations having their principal offices in the City of Chicago. and State of Illinois. and that they do by virtue of the signature and seals herein affixed hereby make, constitute and appoint D. A. Valene, Robert :rrubec, Stephen E. Schurr, Jay E. Woody, Wendy L. Hingson Denise A Madden, S. P. Humenchick, Individual of Fort Myers, Florida their true and lawful Attorney(s)-in-Fact with full power and authority hereby conferred to sign, seal and execute for and on their behatf bonds undertakings and other obligatory instruments of similar nature - In Unlimited Amounts - and to bind them thereby as fully and to the same extent as if such instruments were signed by a duly authorized officer of their corporation, and all the acts of said Attorney, pursuant to the authority hereby given are hereby ratified and confirmed. This Power of Attorney is made and executed pursuant to and by authority of the By -Laws and Resolutions, printed on the reverse hereof duly adopted, as indicated, by the Boards of Directors of the corporations. In Witness Whereof, he CNA Sureties Companies have caused these presents to be signed by thee Group Vito President and their corporate seals to n., hereto affixed on this lst day of December , 1996 CONTINENTAL CASUALTY COMPANY NATIONAL FIRE INSURANCE COMPANY OF HARTFORD AMERICAN CASUALTY COMPANY OF READING, PENNSYLVANIA M.C. Vonnatme Group Vice President State of Illinois, County of Cook, so: On this 1st day of December 1965 , before me personally came m M. C. Vonnahme , to e known. who. being by me duly sworn, did depose and say: that he resides in the Village of Darien , State of Illinois that he is a Group Vice "resident of CONTINENTAL CASUALTY COMPANY, NATIONAL FIRE INSURANCE COMPANY OF HARTFORD and AMERICAN CASUA1 -Y COMPANY OF READING, PENNSYLVANIA described in and which executed the above instrument; that he knows the Reels of said ,,nrperetinns; that the seals affixed to the said instrument are such corporate &wale; that they were so affixed pursuant to authority given by the Boards of Directors of said corporations and that he signed his name thereto pursuant to tike authority, same to be the ext and deed of said corporations, and acknowledges My Commission Expires October 19, 1998 Linda C. Dempsey Notary Public CERTIFICATE I, John M. Littler , Assistant Secretary of CONTINENTAL CASUALTY COMPANY, NATIONAL FIRE INSURANCE COMPANY OF HARTFORD, and AMERICAN CASUALTY COMPANY OF READING, PENNSYLVANIA do hereby certify that the Power of Attorney heron above set forth is still in frrre, and further certify that the By -Law and Resolution of the Board of Directors of each corporation printed on the reverse hereof are still rr. rnrre. In testimony whereof I have hereunto subscribed my name and affixed the seals of the said corporations this 70th day of Dorember , 1999 . John M, Littler (Rev.7/14/95) CONTINENTAL CASUALTY COMPANY NATIONAL FIRE INSURANCE COMPANY OF HARTFORD AMERICAN CASUALTY COMPANY OF READING, PENNSYLVANIA Assistant Secretary NOTARIAL ACKNOWLEDGEMENT STATE OF ILLINOIS COUNTY OF KANE On this 8th day of December, 1999, before me, a Notary Public of the State and County aforesaid, residing therein, duly commissioned and sworn, personally came Justine Handzel, to me known, who being by me duly sworn according to law, did depose and say that she resides in Illinois; that she is an Attorney -in -Fact for BFI Waste Systems of North America, Inc. and its subsidiaries and that she executed and delivered such instrument on behalf of said corporation as its voluntary act and deed for the uses and purposes therein mentioned. OFFICIAL SEAL ESTHER C JIMENEZ Notary Public — State of Illinois My Commission Expires Mar. 26, 2003 NOTARIAL ACKNOWLEDGEMENT State of Illinois County of Kane On this 8`h day of December, 1999, before me, a Notary Public of the State and County aforesaid, residing therein, duly commissioned and sworn, personally came Kathleen A. Weaver, to me known, who being by me duly sworn according to law, did depose and say that she resides in Illinois: that she is an Attorney -in -Fact of the National Fire Insurance Company of Hartford, a corporation described in and which executed the foregoing instrument: that she knows the seal of said corporation: that it was so affixed by order of The Board of Directors of said corporation and that she signed this name thereto by like order: that she executed and delivered such instrument on behalf of said corporation as its voluntary act and deed for the uses and purposes therein mentioned. My Commission Expires: 1 OFFICIAL SEAL ESTHER C JIMENEZ Notary Public — State of Illinois My Commission Expires Mar. 26, 2003 Actiwbeilkri � (Notary Public) Authorizing By -Laws and Resolutions ADOPTED BY THE BOARD OF DIRECTORS OF CONTINENTAL CASUALTY COMPANY: This Power of Attorney is made and executed pursuant to and by authority of the following By -Law duly adopted by the Board of _ irectors of the Company. "Article IX —Execution of Documents Section 3. Appointment of Attorney -in -fact. The Chairman of the Board of Directors, the President or any Executive, Senior or Group Vice President may, from time to time, appoint by written certificates attorneys -in -fact to act in behalf of the Company in the execution of policies of insurance, bonds, undertakings and other obligatory instruments of like nature. Such attorneys -in -fact, subject to the limitations set forth in their respective certificates of authority, shall have full power to bind the Company by their signature and execution of any such instruments and to attach the seal of the Company thereto. The Chairman of the Board of Directors, the President or any Executive, Senior or Group Vice President or the Board of Directors, may, at any time, revoke all power and authority previously given to any attorney -in -fact." This Power of Attorney is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of the Company at a meeting duly called and held on the 17th day of February, 1993. "Resolved, that the signature of the President or any Executive, Senior or Group Vice President and the seal of the Company may be affixed by facsimile on any power of attorney granted pursuant to Section 3 of Article IX of the By -Laws, and the signature of the Secretary or an Assistant Secretary and the seal of the Company may be affixed by facsimile to any certificate of any such power and any power or certificate bearing such facsimile signature and seal shall be valid and binding on the Company. Any such power so executed and sealed and certified by certificate so executed and sealed shall, with respect to any bond or undertaking to which it is attached, continue to be valid and binding on the Company: ADOPTED BY THE BOARD OF DIRECTORS OF AMERICAN CASUALTY COMPANY OF READING, PENNSYLVANIA: This Power of Attorney is made and executed pursuant to and by authority of the following By -Law duly adopted by the Board of Directors of the Company. "Article VI —Execution of Obligations and Appointment of Attorney -in -Fact Section 2. Appointment of Attorney -in -fact. The Chairman of the Board of Directors, the President or any Executive, Senior or Group Vice President may, from time to time, appoint by written certificates attorneys -in -fact to act in behalf of the Company in the execution of policies of insurance, bonds, undertakings and other obligatory instruments of like nature. Such attorneys -in -fact, subject to the limitations set forth in their respective certificates of authority, shall have full power to bind the Company by their signature and execution of any such instruments and to attach the seal of the Company thereto. The President or any Executive, Senior or Group Vice President may at any time revoke all power and authority previously given to any attorney -in -fact." This Power of Attorney is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of the Company at a meeting duly called and held on the 17th day of February, 1993. "Resolved, that the signature of the President or any Executive, Senior or Group Vice President and the seal of the Company may be affixed by facsimile on any power of attorney granted pursuant to Section 2 of Article VI of the By -Laws, and the signature of the Secretary or an Assistant Secretary and the seal of the Company may be affixed by facsimile to any certificate of any such power and any power or certificate bearing such facsimile signature and seal shall be valid and binding on the Company. Any such power so executed and sealed and certified by certificate so executed and sealed shall, with respect to any bond or undertaking to which it is attached, continue to be valid and binding on the Company." ADOPTED BY THE BOARD OF DIRECTORS OF NATIONAL FIRE INSURANCE COMPANY OF HARTFORD: This Power of Attorney is made and executed pursuant to and by authority of the following Resolution duly adopted on February 17. 1993 by the Board of Directors of the Company. "RESOLVED: That the President, an Executive Vice President, or any Senior or Group Vice President of the Corporation may, from time to time, appoint, by written certificates, Attorneys -in -Fact to act in behalf of the Corporation in the execution of policies of insurance, bonds, undertakings and other obligatory instruments of like nature. Such Attorney -in -Fact, subject to the limitations set forth in their respective certificates of authority, shall have full power to bind the Corporation by their signature and execution of any such instrument and to attach the seal of the Corporation thereto. The President, an Executive Vice President, any Senior or Group Vice President or the Board of Directors may at any time revoke all power and authority previously given to any Attorney -in -Fact." This Power of Attorney is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of the Company at a meeting duly called and held on the 17th day of February, 1993. "RESOLVED: That the signature of the President, an Executive Vice President or any Senior or Group Vice President and the seal of the Corporation may be affixed by facsimile on any power of attorney granted pursuant to the Resolution adopted by this Board of Directors on February 17, 1993 and the signature of a Secretary or an Assistant Secretary and the seal of the Corporation may be affixed by facsimile to any certificate of any such power, and any power or certificate bearing such facsimile signature and seal shall be valid and binding on the Corporation. Any such power so executed and sealed and certified by certificate so executed and sealed, shall with respect to any bond or undertaking to which it is attached, continue to be valid and binding on the Corporation." J,' LLI D 1111, SA ST INDUSTRIES, I NC. POWER OF ATTORNEY Allied Waste Industries, Inc., incorporated under the laws of the State of Delaware, and having its chief place of business at 15880 N. Greenway-Hayden Loop, #100, Scottsdale, Arizona, 85260, hereby makes, constitutes and appoints Weible, Cahill & Company, LLC, acting through and by either William P. Weible or Kathleen A. Weaver or Justine Handzel, its true and lawful attorney and affix its corporate seal to and deliver for and on behalf as surety thereon or otherwise, bonds of any of the following classes, to wit: 1. Surety bonds and/or Bid Bonds to the United States of America or agency thereof, including those required or permitted under the laws or regulations relating to Customs or Internal Revenue; License and Permit Bonds or other indemnity bonds under the laws, ordinances or regulations of any State, City, Town, Village, Board, other body organization, public or private; bonds to Transportation Companies; Lost Instrument bonds; Lease bonds, Worker's Compensation bonds; Miscellaneous Surety Bonds; and bonds on behalf of Notaries Public, Sheriffs, Deputy Sheriffs and similar public officials. 2. Surety bonds and/or Bid bonds on behalf of Allied Waste Industries, Inc. and its subsidiaries, included, but not limited to, Allied Services, LLC, Allied Waste Systems, Inc., Allied Waste Transportation, Inc., American Disposal Services of Missouri, Inc. and BFI Waste Systems of North America, Inc., in connection with bonds, proposals, or contracts. To sign and seal all bids bonds and surety bonds on behalf of Allied Waste Industries, Inc. and its subsidiaries, relating to the provision of solid waste collection, transportation, recycling, or disposal services by Allied Waste Industries, Inc. and its subsidiaries. Allied Waste Industries, Inc. hereby agrees to ratify and confirm whatsoever Weible, Cahill & Company, LLC shall lawfully do pursuant to this power of attorney and the procedural guidelines set forth to Weible, Cahill & Company, LLC, and until notice or revocation has been given by Allied Waste Industries, Inc. the acts of the said attorney shall be binding on the undersigned. IN WITNESS WHEREOF this POWER OF ATTORNEY has been signed this 27' day of August, 1999, on behalf of Allied Waste Industries, Inc. by its Vice President -Legal, Mr. Steven M. Helm. Allied Waste By: State of Arizona 1 even M. ss. County of Maricopa 1 Subscribed to and sworn before me this 27`" day of August, 1999 by Steven M. Helm. SdhaanardrftierJANET L. WEEMS Notary Public - Arizona MARICOPA COUNTY ,/ ` ,,,-IUd_ t.12/ y4-- J My Commission Expires Notary Public JANUARY 14, 2003 15880 N. Greenway-Hayden Loop, Ste. 100 / Scottsdale, AZ 85260 / 602.627.2700 / 602.627-2701 FAX CNA INSURANCE COMPANIES NATIONAL FIRE INSURANCE COMPANY OF HARTFORD STATEMENT OF ASSETS AND LIABILITIES December 31, 1998 ASSETS: Cash S 2,333,765 Short-term Investments (principally U.S. Government Obligations) 26,479,875 United States Government obligations 970,736,201 Other public bonds 692,439,880 Industrial and miscellaneous bonds 202,983,240 Preferred stocks 0 Common stocks of affiliated companies 356,700,352 Other common stocks 187,482 Real Estate 379,592 Premiums and agents' balances in course of collection 148,923,818 Premiums, agents balances and Installments booked but deferred and not yet due 37,548,969 Accrued retrospective premiums 54,855,072 Accrued interest dividends and rents 25,474,821 Other Assets 104,957,823 Admitted Assets 5 2,624,000,890 LIABILITIES: Unearned premium reserve S 261,661,775 Reserve for loss and loss adjustment expense 1,389,136,918 Reservefor axes, licenses and fees (including federal income taxes) 9,325,081 Other Liabilities 83,358,053 Total Liabilities S 1,743,481,827 SURPLUS: Capital paid up (52,000. par value) Shares authorized: 2,000,000 Issued: 2,500 S 5,000,000 Surplus 875,519,063 Surplus as Regards Policyholders 880,519,063 Total Si 2,624,000,890 State of Illinois I ss County of Cook) On this 30th day of April, 1999, before me came John M. Squarok and Mary A. Ribikawskis, known to me personally to be the Group Vice President and the Assistant Secretary, respectively, of the Natinnal Free Insurance Company Of Hartford being fufy swom, certify and attest that the foregoing statement is a true and correct statement of the assets and liabilities of the said company as of '�- date sh prj��'e ate ent _o? ibrkawskis, Secretary Jon Squarok, Gro Vice -President Notary Public "OFFICIAL SEAL" SUSAN CAROL COGHLAN 2 NOTARY RAC. STAR us ILLINOIS S My Commission Expires Aug. 21, 1999 POWER OF ATTORNEY APPOINTING INDIVIDUAL ATTORNEY -IN -FACT Know All Men By These Presents, That CONTINENTAL CASUALTY COMPANY, an Illinois corporation, NATIONAL FIRE 'NSURANCE COMPANY OF HARTFORD, a Connecticut corporation, AMERICAN CASUALTY COMPANY OF READING, 'ENNSYLVANIA, a Pennsylvania corporation (herein collectively called "the CCC Surety Companies"), are duly organized and existing _orporations having their principal offices in the City of Chicago, and State of Illinois, and that they do by virtue of the signature and seals herein affixed hereby make, constitute and appoint William P. Weible, Molly M. Moran, Lori A. Noggle, Sharon M. Hudson, William Cahill, Kimberly Sawicki, Deborah Buss, Kathleen A. Weaver, Justine Handzel, Esther C. Jimenez, Individually of North Aurora, Illinois their true and lawful Attomey(s)-in-Fact with full power and authority hereby conferred to sign, seal and execute for and on their behalf bonds, undertakings and other obligatory instruments of similar nature - In Unlimited Amounts - and to bind them thereby as fully and to the same extent as if such instruments were signed by a duly authorized officer of their corporations and all the acts of said Attorney, pursuant to the authority hereby given are hereby ratified and confirmed. This Power of Attorney is made and executed pursuant to and by authority of the By -Laws and Resolutions, printed on the reverse hereof, duly adopted, as indicated, by the Boards of Directors of the corporations. In Witness Whereof, the CCC Surety Companies have caused these presents to be signed by their Group Vice President and their corporate seals to be hereto affixed on this 7th day of October , 1999 . CONTINENTAL CASUALTY COMPANY NATIONAL FIRE INSURANCE COMPANY OF HARTFORD AMERICAN CASUALTY COMPANY OF READING, PENNSYLVANIA /Rotrel 1/604, Marvin J. Cashion Group Vice President State of Illinois, County of Cook, ss: On this 7th day of October , 1999 , before me personally came Marvin J. Cashion, to me known, who, being by me duly sworn, did depose and say: that he resides in the City of Chicago, State of Illinois; that he is a Group Vice President of CONTINENTAL CASUALTY COMPANY, NATIONAL FIRE INSURANCE COMPANY OF HARTFORD, and AMERICAN CASUALTY COMPANY OF READING, PENNSYLVANIA described in and which executed the above instrument; that he knows the seals of said corporations; that the seals affixed to the said instrument are such corporate seals; that they were so affixed pursuant to authority given by the Boards of Directors of said corporations and that he signed his name thereto pursuant to like authority, and acknowledges same to be the act and deed of said corporations. i OFFICIAL SEAL" DIANE FAULKNER Notary Public, State of Illinois ! My ConrMSNon Expires f1/1 My Commission Expires September 17, 2001 CERTIFICATE Diane Faulkner Notary Public I, Mary A. Ribikawskis, Assistant Secretary of CONTINENTAL CASUALTY COMPANY, NATIONAL FIRE INSURANCE COMPANY OF HARTFORD, and AMERICAN CASUALTY COMPANY OF READING, PENNSYLVANIA do hereby certify that the Power of Attorney herein above set forth is still in force, and further certify that the By -Law and Resolution of the Board of Directors of each corporation printed on the reverse hereof are still in force. In testimony whereof I have hereunto subscribed my name and affixed the seals of the said corporations this R t -h day of ne"emb.r ' 1999 • CONTINENTAL CASUALTY COMPANY NATIONAL FIRE INSURANCE COMPANY OF HARTFORD AMERICAN CASUALTY COMPANY OF READING, PENNSYLVANIA Mary A. Ribikawskis Assistant Secretary (Rev.10/1/97) Authorizing By -Laws and Resolutions ADOPTED BY THE BOARD OF DIRECTORS OF CONTINENTAL CASUALTY COMPANY: This Power of Attorney is made and executed pursuant to and by authority of the following By -Law duly adopted by the Board of Directors of the Company. "Article IX —Execution of Documents Section 3. Appointment of Attorney -in -fact. The Chairman of the Board of Directors, the President or any Executive, Senior or Group Vice President may, from time to time, appoint by written certificates attorneys -in -fact to act in behalf of the Company in the execution of policies of insurance, bonds, undertakings and other obligatory instruments of like nature. Such attorneys -in -fact, subject to the limitations set forth in their respective certificates of authority, shall have full power to bind the Company by their signature and execution of any such instruments and to attach the seal of the Company thereto. The Chairman of the Board of Directors, the President or any Executive, Senior or Group Vice President or the Board of Directors, may, at any time, revoke all power and authority previously given to any attorney -in -fact" This Power of Attorney is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of the Company at a meeting duly called and held on the 17th day of February, 1993. "Resolved, that the signature of the President or any Executive, Senior or Group Vice President and the seal of the Company may be affixed by facsimile on any power of attorney granted pursuant to Section 3 of Article IX of the By -Laws, and the signature of the Secretary or an Assistant Secretary and the seal of the Company may be affixed by facsimile to any certificate of any such power and any power or certificate bearing such facsimile signature and seal shall be valid and binding on the Company. Any such power so executed and sealed and certified by certificate so executed and sealed shall, with respect to any bond or undertaking to which it is attached, continue to be valid and binding on the Company." ADOPTED BY THE BOARD OF DIRECTORS OF AMERICAN CASUALTY COMPANY OF READING, PENNSYLVANIA: This Power of Attorney is made and executed pursuant to and by authority of the following By -Law duly adopted by the Board of Directors of the Company. "Article VI —Execution of Obligations and Appointment of Attorney -In -Fact Section 2. Appointment of Attorney -in -fact. The Chairman of the Board of Directors, the President or any Executive, Senior or Group Vice President may, from time to time, appoint by written certificates attorneys -in -fact to act in behalf of the Company in the execution of policies of insurance, bonds, undertakings and other obligatory instruments of like nature. Such attorneys -in -fact, subject to the limitations set forth in their respective certificates of authority, shall have full power to bind the Company by their signature and execution of any such instruments and to attach the seal of the Company thereto. The President or any Executive, Senior or Group VicE President may at any time revoke all power and authority previously given to any attorney -in -fact" This Power of Attorney is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of the Company at a meeting duly called and held on the 17th day of February, 1993. "Resolved, that the signature of the President or any Executive, Senior or Group Vice President and the seal of the Company may be affixed by facsimile on any power of attorney granted pursuant to Section 2 of Article VI of the By -Laws, and the signature of the Secretary or an Assistant Secretary and the seal of the Company may be affixed by facsimile to any certificate of any such power and any power or certificate bearing such facsimile signature and seal shall be valid and binding on the Company. Any such power so executed and sealed and certified by certificate so executed and sealed shall, with respect to any bond or undertaking to which it is attached, continue to be valid and binding on the Company." ADOPTED BY THE BOARD OF DIRECTORS OF NATIONAL FIRE INSURANCE COMPANY OF HARTFORD: This Power of Attorney is made and executed pursuant to and by authority of the following Resolution duly adopted on February 17, 1993 by the Board of Directors of the Company. "RESOLVED: That the President, an Executive Vice President, or any Senior or Group Vice President of the Corporation may, from time to time, appoint, by written certificates, Attorneys -in -Fact to act in behalf of the Corporation in the execution of policies of insurance, bonds, undertakings and other obligatory instruments of like nature. Such Attorney -in -Fact, subject to the limitations set forth in their respective certificates of authority, shall have full power to bind the Corporation by their signature and execution of any such instrument and to attach the seal of the Corporation thereto. The President, an Executive Vice President, any Senior or Group Vice President or the Board of Directors may at any time revoke all power and authority previously given to any Attorney -in -Fact." This Power of Attorney is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of the Company at a meeting duly called and held on the 17th day of February, 1993. "RESOLVED: That the signature of the President, an Executive Vice President or any Senior or Group Vice President and the seal of the Corporation may be affixed by facsimile on any power of attorney granted pursuant to the Resolution adopted by this Board of Directors on February 17, 1993 and the signature of a Secretary or an Assistant Secretary and the seal of the Corporation may be affixed by facsimile to any certificate of any such power, and any power or certificate bearing such facsimile signature and seal shall be valid and binding on the Corporation. Any such power so executed and sealed and certified by certificate so executed and sealed, shall with respect to any bond or undertaking to which it is attached, continue to be valid and binding on the Corporation." BFI Waste Systems of North America Proposal PROPOSAL FOR: "COLLECTION, TRANSPORTATION, AND DISPOSAL OF SOLID WASTE FOR THE VILLAGE OF KEY BISCAYNE." TO BE OPENED: JULY 22, 1999 AT 3:00 P.M. SUBMITTED BY: BFI WASTE SYSTEMS OF NORTH AMERICA, INC. 3840 NW 37 COURT MIAMI, FLORIDA 33142 LETTER OF INTRODUCTION • • BFI July 21, 1999 City of Key Biscayne C. Samuel Kissinger Village Manager Village of Key Biscayne, Florida 85 West McIntyre Street Key Biscayne, FL 33149 Dear City of Key Biscayne, BFI Waste Systems of North America, Inc. sincerely appreciates the opportunity to present the following proposal to the City of Key Biscayne for consideration. As one of the largest publicly held waste services companies in North America, BFI provides waste collection services to over 700,000 commercial and 6.4 million residential households. BFI's commitment to customer satisfaction is second to none. This commitment, accompanied by the commitment toward employee safety, makes BFI the right choice for the City of Key Biscayne. Should you have any questions or concerns regarding the proposal, please feel free to contact me at your convenience. Respectfully, Adam Mathews District Vice President 3840 NW 37 Court • Miami. Florida 33142 Phone 305-638-3800 • Fax 305-634-4272 ao-. vazconwa,a, 0 Table of Contents Introduction Letter I Prospective Contractor Qualifications A. Signed and fully executed Affidavits, Certification, Representations, Warranties, and/or Statements (see attachment IV -B) B. Prospective Contractor Qualifications C. Facilities and Personnel D. Letters of Recommendation & Existing Municipal Contracts E. Employee Safety & Procedures F. Criminal History & Disclosures G. Licenses H. Financial Qualifications II Prospective Contractor Proposal for Services I. Description of Services J. List of Equipment to Provide Services K. Disaster Preparedness Program L. Price Proposal A Signed and fully executed Affidavits, Certification, Representations, Warranties, and/or Statements (see attachment IV -B) CERTIFICATE OF INSURANCE CERTIFICATE NUMBER 0106001-23114 PRODUCER J&H Marsh & McLennan, Inc. 1166 Avenue of the Americas New York, NY 10036-2774 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER OTHER THAN THOSE PROVIDED IN THE POLICY. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES DESCRIBED HEREIN. COMPANIES AFFORDING COVERAGE COMPANY A AMERICAN HONE ASSURANCE CO RED BFI Waste Systems of North America. Inc. 3840 N.W. COMPANY B NATIONAL UNION FIRE INS. CO. 37 Ct. Miami, FL 33142 COMPANY C COMPANY D THIS IS TO CERTIFY THAT POLICIES OF INSURANCE DESCRIBED HEREIN HAVE BEEN ISSUED TO THE INSURED NAMED HEREIN FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THE CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, CONDITIONS AND EXCLUSIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO LTR TYPE OF INSURANCE POUCY NUMBER POUCY EFFECTIVE DATE IMM/DD/YYI POUCY EXPIRATION DATE IMMIDD/YYI UMITS A GENERALLIABIUTY X COMMERCIAL GENERAL LIABILITY RMGL 612-26-74 5/01/99 5/01/00 GENERAL AGGREGATE $ 10.000,000 PRODUCTS-COMP/OP AGG • 5.000.000 m CLAIMS MADE I X OCCUR PERSONAL & ADV INJURY • 2,500.000_ 1 2,500.000 X X OWNER'S & CONTRACTOR'S PROT Contractual Lia EACH OCCURRENCE FIRE DAMAGE (Any one fuel B 250,000 MED EXP (Any one person) • 10,000 A A AUTOMOBILE X UABIUTY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS RICA 320-98-66 RMCA 320-98-67(TX) 5/01/99 5/01/99 5/01/00 5/01/00 COMBINED SINGLE LIMIT • 5,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident( $ PROPERTY DAMAGE • GARAGE UABIUTY ANY AUTO AUTO ONLY - EA ACCIDENT $ OTHER THAN AUTO ONLY: (e/ EACH EACH ACCIDENT B AGGREGATE • B EXCESS X' UABIUTY UMBRELLA FORM OTHER THAN UMBRELLA FORM BE 9325958 5/01/97 5/01/00 EACH OCCURRENCE • 7,500.000 AGGREGATE • 75500 000 • WORKER'S COMPENSATION EMPLOYERS' UABIUTY THE PROPRIETOR/ PARTNERS/EXECUTIVE OFFICERS ARE: AND INCL EXCL TOR SLIMITS OETRH....:. t" EL EACH ACCIDENT • EL DISEASE - POUCY UMIT I EL DISEASE - EA EMPLOYEE • A OTHER EXC WORK COMP RMWC 437-34-46 QSI 5/01/99 5/01/00 Statutory Limits DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / SPECIAL ITEMS (See reverse and/or attached for additions m.: CgF%'j 'CE HOLDER CANCELLATION Vi 11age of Key Biscane SHOULD ANY OF THE POLICIES DESCRIBED HEREIN BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE INSURER AFFORDING COVERAGE WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED 85Vi West McIntyre Street Key Biscane, FL 33144 HEREIN, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER AFFORDING COVERAGE, ITS AGENTS OR REPRESENTATIVES. J&H Marsh & Mclennan.) c. BY: // D JHMMT(2951 AHk>?a OP:] 7/!5199 Certificate No. 0106001-23114 BFI Waste Systems of North America, Inc. 07/15/99 Page Certificate Holder Village of Key Biscane 85 West McIntyre Street Key Biscane, FL 33144 SCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES Cont'd. State certified self insurer for workers' compensation and employers liability. Policy period is 5/1/99-00. Limit of liability is statutory for workers' compensation and $2,500.000 each accident/52.500.000 disease - policy limit/$2.500.000 disease -each employee for employers liability. Village of Key Biscane is named as an additional insured. Lisa Ward Financial Services July 14, 1999 Marsh & McLennan, Incorporated 1000 Louisiana Suite 4000 Houston, Texas 77002-5008 Telephone 713 654 0400 Mr. Bill Redman BFI Waste Systems of North America, Inc. 7017 S. Atlantic Avenue New Smyrna Beach, FL 32169 BID BOND REQUEST VILLAGE OF KEY BISCAYNE (CNA - 7/22/99) MARSH The above referenced bid bond was recently sent to your district. In order for us to maintain current liability amounts on file with the sureties, it is imperative we know the results of the bid. Please indicate below if the contract was awarded to your district: Yes, we were awarded the contract. A performance bond in the amount of $ will be requested at a later date. No, we were not awarded the contract. Note: If a performance bond is required, based on the information given at time of bid bond request, the annual bond premium will be approximately $5,512.50 based on a $1,750,000.00 bond amount. This amount is contingent on the final bond being issued through the surety issuing the bid bond. If you have any questions, please contact myself at 713/654-0537 or Donald Gibson at 713/654-0560. RETURN TO: Lisa Ward Marsh & McLennan, Inc. 1000 Louisiana, Suite 4000 Houston, Texas 77002 FAX (713) 654-0439 /1w cc: Donna Meals - BFI Corporate An ?AMC Company CNA INSURANCE COMPANIES July 22, 1999 Village of Key Biscayne 85 W. McIntyre Street Key Biscayne, FL 33149 BFI WASTE SYSTEMS OF NORTH AMERICA, INC. PROPOSAL FOR RESIDENTIAL SOLID WASTE SERVICES TO THE VILLAGE We National Fire Insurance Company of Hartford duly authorized to transact business in the State of Florida, understand that our client BFI Waste Systems of North America, Inc. has along with the Consent of Surety, submitted a proposal on the captioned project. We hereby agree that in the event an award is made to BFI Waste Systems of North America, Inc. that we will provide BFI Waste Systems of North America, Inc. with a Performance/Payment Bond in such sum as is required in the advertisement or in the specifications. This commitment will remain in full force and effect for ninety days from July 22, 1999, unless it is extended in writing by National Fire Insurance Company of Hartford. Very truly yours, By: oi,oa i;cud Lisa A. Ward Attorney -in -fact CNA For AU the Commitments You Matt POWER OF ATTORNEY APPOINTING INDIVIDUAL ATTORNEY -IN -FACT Know All Men By These Presents, That CONTINENTAL CASUALTY COMPANY, an Illinois corporation, NATIONAL FIRE INSURANCE COMPANY OF HARTFORD, a Connecticut corporation, AMERICAN CASUALTY COMPANY OF READING, PENNSYLVANIA, a Pennsylvania corporation (herein collectively called 'the CCC Surety Companies'), are duly organized and existing corporations having their principal offices in the City of Chicago, and State of Illinois, and that they do by virtue of the signature and seals herein affixed hereby make, constitute and appoint Donald R. Gibson, Sandra Parker, Robert L. Bruce, Lisa A. Ward, Melissa Haddick, Kimberly Strahm, William Martin, Individually of Houston, Texas their true and lawful Attomey(s)-in-Fact with full power and authority hereby conferred to sign, seal and execute for and on their behalf bonds, undertakings and other obligatory instruments of similar nature - In Unlimited Amounts - and to bind them thereby as fully and to the same extent as if such instruments were signed by a duly authorized officer of their corporations and all the acts of said Attorney, pursuant to the authority hereby given are hereby ratified and confirmed. This Power of Attorney is made and executed pursuant to and by authority of the By -Laws and Resolutions, printed on the reverse hereof, duly adopted, as indicated, by the Boards of Directors of the corporations. In Witness Whereof, the CCC Surety Companies have caused these presents to be signed by their Group Vice President and their corporate seals to be hereto affixed on this 4th day of February , 1999 . CONTINENTAL CASUALTY COMPANY NATIONAL FIRE INSURANCE COMPANY OF HARTFORD AMERICAN CASUALTY COMPANY OF READING, PENNSYLVANIA A/1/1/74/1. 11444N. Marvin J. Cashion Group Vice President State of Illinois, County of Cook, ss: On this 4th day of February , 1999 , before me personally came Marvin J. Cashion, to me known, who, being by me duly sworn, did depose and say: that he resides in the City of Chicago, State of Illinois; that he is a Group Vice President of CONTINENTAL CASUALTY COMPANY, NATIONAL FIRE INSURANCE COMPANY OF HARTFORD, and AMERICAN CASUALTY COMPANY OF READING, PENNSYLVANIA described in and which executed the above instrument; that he knows the seals of said corporations; that the seals affixed to the said instrument are such corporate seals; that they were so affixed pursuant to authority given by the Boards of Directors of said corporations and that he signed his name thereto pursuant to like authority, and acknowledges same to be the act and deed of said corporations. My Commission Expires March 6, 2000 CERTIFICATE &Ice_ Mary Jo Abel Notary Public I, Mary A. Ribikawskis, Assistant Secretary of CONTINENTAL CASUALTY COMPANY, NATIONAL FIRE INSURANCE COMPANY OF HARTFORD, and AMERICAN CASUALTY COMPANY OF READING, PENNSYLVANIA do hereby certify that the Power of Attorney herein above set forth is still in force, and further certify that the By -Law and Resolution of the Board of Directors of each corporation printed on the reverse hereof are sf11 in force. In testimony whereof I have hereunto subscribed my name and affixed the seals of the said corporations • this 22nd day of July , 1999 . CONTINENTAL CASUALTY COMPANY NATIONAL FIRE INSURANCE COMPANY OF HARTFORD AMERICAN CASUALTY COMPANY OF READING, PENNSYLVANIA Mary A. Ribikawskis Assistant Secretary (Rev.1O/1/97) Authorizing By -Laws and Resolutions ADOPTED BY THE BOARD OF DIRECTORS OF CONTINENTAL CASUALTY COMPANY: This Power of Attorney is made and executed pursuant to and by authority of the following By -Law duly adopted by the Board of Directors of the Company. "Article IX —Execution of Documents Section 3. Appointment of Attorney -in -fact. The Chairman of the Board of Directors, the President or any Executive, Senior or Group Vice President may, from time to time, appoint by written certificates attorneys -in -fact to act in behalf of the Company in the execution of policies of insurance, bonds, undertakings and other obligatory instruments of like nature. Such attorneys -in -fact, subject to the limitations set forth in their respective certificates of authority, shall have full power to bind the Company by their signature and execution of any such instruments and to attach the seal of the Company thereto. The Chairman of the Board of Directors, the President or any Executive, Senior or Group Vice President or the Board of Directors, may, at any time, revoke all power and authority previously given to any attorney -in -fact' This Power of Attorney is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of the Company at a meeting duly called and held on the 17th day of February, 1993. 'Resolved, that the signature of the President or any Executive, Senior or Group Vice President and the seal of the Company may be affixed by facsimile on any power of attorney granted pursuant to Section 3 of Article IX of the By -Laws, and the signature of the Secretary or an Assistant Secretary and the seal of the Company may be affixed by facsimile to any certificate of any such power and any power or certificate bearing such facsimile signature and seal shall be valid and binding on the Company. My such power so executed and sealed and certified by certificate so executed and sealed shall, with respect to any bond or undertaking to which it is attached, continue to be valid and binding on the Company.' ADOPTED BY THE BOARD OF DIRECTORS OF AMERICAN CASUALTY COMPANY OF READING, PENNSYLVANIA: This Power of Attorney is made and executed pursuant to and by authority of the following By -Law duly adopted by the Board of Directors of the Company. "Article VI —Execution of Obligations and Appointment of Attorney -in -Fact Section 2. Appointment of Attorney -in -fact. The Chairman of the Board of Directors, the President or any Executive, Senior or Group Vice President may, from time to time, appoint by written certificates attorneys -in -fact to act in behalf of the Company in the execution of policies of insurance, bonds, undertakings and other obligatory instruments of like nature. Such attorneys -in -fact, subject to the limitations set forth in their respective certificates of authority, shall have full power to bind the Company by their signature and execution of any such instruments and to attach the seal of the Company thereto. The President or any Executive, Senior or Group Vice President may at any time revoke all power and authority previously given to any attorney -in -fact." This Power of Attorney is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Direuturs of the Company at a meeting duly called and held on the 17th day of February, 1993. 'Resolved, that the signature of the President or any Executive, Senior or Group Vice President and the seal of the Company may be affixed by facsimile on any power of attorney granted pursuant to Section 2 of Article VI of the By -Laws, and the signature of the Secretary or an Assistant Secretary and the seal of the Company may be affixed by facsimile to any certificate of any such power and any power or certificate bearing such facsimile signature and seal shall be valid and binding on the Company. My such power so executed and sealed and certified by certificate so executed and sealed shall, with respect to any bond or undertaking to which it is attached, continue to be valid and binding on the Company.' ADOPTED BY THE BOARD OF DIRECTORS OF NATIONAL FIRE INSURANCE COMPANY OF HARTFORD: This Power of Attorney is made and executed pursuant to and by authority of the following Resolution duly adopted on February 17, 1993 by the Board of Directors of the Company. "RESOLVED: That the President, an Executive Vice President, or any Senior or Group Vice President of the Corporation may, from time to time, appoint, by written certificates, Attorneys -in -Fact to act in behalf of the Corporation in the execution of policies of insurance, bonds, undertakings and other obligatory instruments of like nature. Such Attorney -in -Fact, subject to the limitations set forth in their respective certificates of authority, shall have full power to bind the Corporation by their signature and execution of any such instrument and to attach the seal of the Corporation thereto. The President, an Executive Vice President, any Senior or Group Vice President or the Board of Directors may at any time revoke all power and authority previously given to any Attorney -in -Fact" This Power of Attorney is signed and sealed by facsimile under and by the authority of the following Resolution adopted by the Board of Directors of the Company at a meeting duly called and held on the 17th day of February, 1993. 'RESOLVED: That the signature of the President, an Executive Vice President or any Senior or Group Vice President and the seal of the Corporation may be affixed by facsimile on any power of attorney granted pursuant to the Resolution adopted by this Board of Directors on February 17, 1993 and the signature of a Secretary or an Assistant Secretary and the seal of the Corporation may be affixed by facsimile to any certificate of any such power, and any power or certificate bearing such facsimile signature and seal shall be valid and binding on the Corporation. Any such power so executed and sealed and certified by certificate so executed and sealed, shall with respect to any bond or undertaking to which it is attached, continue to be valid and binding on the Corporation.' CORPORATE CERTIFICATE OF GOOD STANDING State of Delaware Office of the Secretary of State PAGE 1 I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY "BFI WASTE SYSTEMS OF NORTH AMERICA, INC." IS DULY INCORPORATED. UNDER„THE LAWS OF THE STATE OF DELAWARE AND IS IN%GOOD.STANDI USAND HAS A LEnAT CORPORATE EXISTENCE SOt:F R AS TA RECORDS== F" S O I EySHOW, AS OF THE ; SIXTEENTH DAY OF JUNE, A.D. 1999. A AND' I DO HEREBY FURTHER CERTIFY THAT THE= ANNUAL`' REPORTS HAVE AND I DO HEREBY FURTHER CERTIFYrt ' ,' E FRANCHISE TAXES a7 HAVE BEEN PAID TO DA„ BEEN FILED$ 7O DATE. 2263847 8300 991242280 I o 4T A 044 ./ Edward J. Free[, Secretary of State AUTHENTICATION: 9807625 • DATE: 06-16-99 0 © 0 0 0 0 10i 0< 0t 0 0 .0 CR2E022 (1-99) Elepnrtment of t,tatr svl5V71 w•2v•vl svlsvlsv•sv • sv •svl sv• sv •'-NT51y lsv•sv •zu•sv /sv •sti •mv lsv/sv I'avlMlw F IR.1&- -•~I •K •tr IRA•KA•RA •RA•IcorI IKA•KA • •KA•FAIK •K •lil• •KA•R • - •,- .00 I certify from the records of this office that BFI WASTE SYSTEMS OF NORTH AMERICA, INC., is a corporation organized under the laws of Delaware, authorized to transact business in the State of Florida, qualified on November 20, 1991. The document number of this corporation is P36354. I further certify that said corporation has paid all fees due this office through December 31, 1999, that its most recent annual report was filed on May 7, 1999, and its status is active. I further certify that said corporation has not filed a Certificate of Withdrawal. Given under my hand and the Great Seal of the State of Florida at Tallahassee, the Capitol, this the Sixteenth day of June, 1999 X....Xi/Levis" W.., arris tttlferirte arris c*ecretttrg af$tate • I/av lav•!cv •+v •+v•�vl/ev•YvIGVI�v•es 41.6•tv•iY•�vI¢-+Y•mv 11 1/5 4: _ i V V /� w: :11:1 _ •`v/svl�v•svU»I�v•wvlr�{" is A♦RAI RAIRA•RA•RAI KA•RAI•KAn•RAI FAI\KAI RA•Kd•RA IIRA•RAIRd%�OAil1RA•RAnRA•FAI MA•RAnKA•RA•RAIR IRaIKA♦R Mr -ate Inquiry Menu 'age I of 1 Florida Division of Corporations Public Access Corporate Inquiry Menu: Please select an inquiry type from the list below, then enter a search key in the search field. Press SEARCH to begin the search. tnquiryby: 6/16/99 CORPORATE DETAIL RECORD SCREEN 12:44 PM Corporation/Trademark Name NUM: P36354 ST:DE ACTIVE/FOREIGN PROF FLD: 11/20/1991 LAST: CORPORATE MERGER FLD: 09/29/1997 EFF: 09/30/1997 C'Olficer/RegateredAgentName FEI#: 41-1696636 O Registered Agent Name NAME : BFI WASTE SYSTEMS OF NORTH AMERICA, INC. NH: 1 C' Trademark Owner Name PRINCIPAL: 757 N ELDRIDGE CHANGED: 05/12/97 0 FEI Number DDRESS HOUSTON, TX 77079 US RA NAME : CT CORPORATION SYSTEM NAME CHG: 06/09/92 0 Document Number RA ADDR : 1200 S. PINE ISLAND ROAD ADDR CHG: 04/25/95 0 Trademark Name PLANTATION, FL 33324 US N REP : (1997) BN 05/12/97 (1998) BY 05/06/98 (1999) A 05/07/99 Search String: NMHomePage Officers Events Names THIS IS NOT OFFICIAL RECORD; SEE DOCUMENTS IF QUESTION OR CONFLICT Document Image t..._. if- _r__..., -.... ,,,.,.ora Af nrCrarrh=r nRTCHRR.Mena=CfRRrtxfSearchStrinc—P161' 4 6/16/99 ATTACHMENT II -A PROSPECTIVE CONTRACTOR AND REPRESENTATIONS A. Proposer warrants that it is willing and able to comply with State of Florida laws with respect to foreign (non -state of Florida) corporations. B. Proposer warrants that it is willing and able to obtain an errors and omissions insurance policy and a Performance Bond which provides a prudent amount of coverage for the willful or negligent acts, or omissions of any officers, employees or agents thereof. C. Proposer warrants that it will not delegate or subcontract its responsibilities under an agreement without the prior written permission of the Village. D. Proposer warrants that all information provided by it in connection with this proposal is true and accurate. E. Proposer warrants that, if selected, it will execute the Agreement Form in Section VI as negotiated. F. Proposer warrants that it meets all qualifications and understands all terms and requirements in the RFP. G. Proposer warrants that it will secure all permits and Certificates of Competency as required to perform under the Agreement Form in Section VI. Signature of Official: Name (typed): Title: Firm: Date: Adam Mathews District Vice President BFI Waste Systems Of North America, Inc. July 22,1999 State of Florida County of Dade SWORN TO AND SUBSCRIBED BEFORE ME, on this 22nd day of July ,/999. WITNESS my hand and official seal •'A'YPU:.a STATE OF ODA NOTARY PUBLIC SEAL 5� I i V ,kdS264( •* 0 o #CC 633294 : oQj ,� �� llil 1111 176 NOS\``\\ (Name of Notary ' ..lic: Print, Stamp or Type as commissioned). IJ Personally known to me, or Produced identification: (Type of Identification Produced) OPTIONAL INFORMATION: Type of Document: Number of Pages: Number of Signatures Notarized: I Prospective Contractor Qualifications BFI AT A GLANCE Corporate Address: Browning -Ferris Industries, Inc. Browning -Ferris Building 757 N. Eldridge Houston, Texas 77079 Post Office Box 3151 (77253) Telephone: 281/870-8100 www.bfi.com Company Overview Browning -Ferris Industries, Inc. is one of the largest publicly held companies whose subsidiaries and affil- iates collect, transport, treat and dispose of commercial, residential, municipal and industrial solid waste. The company is also involved in recycling, resource recovery facilities and medical waste services. Browning -Ferris is headquartered in Houston, Texas. The company's subsidiaries and affiliates operate in approximately 400 operating locations in the United States, Canada, and Puerto Rico. BFI maintains a global presence by way of holding a 20% interest in SITA, a member of the Suez Lyonnaise des Eaux group and the largest waste collection and treatment company in Europe, with a strong presence in the Asia -Pacific region and in Latin America. North American Operating Data as of June 30, 1998 (most numbers are approximate): Employees 26,000 Commercial and Industrial Accounts 760,000 Total Locations Where Solid Waste is Collected 250 Municipal Contracts (North America) 1,300 Solid Waste Residential Accounts 7,000,000 Recycling Curbside Residential Accounts 5,800,000 Medical Waste Accounts 150,000 Solid Waste Trucks, Including Collection and Transfer Vehicles 9,300 Steel Containers 910,000 Tons of Solid Waste Disposed of Annually at BFI Landfills 30 million tons Owned or Operated Sanitary Landfills 94 Tons of Recycables Processed Annually at BFI Recycleries 3 million tons Recycleries 94 Transfer Stations 88 Medical Waste Treatment Facilities 26 Financial Data for 12 months ended 9/30/97 (audited): Revenues: $ 5.8 billion Income Before Taxes: $ 495.1 million Net Income: $ 265.2 million Cash Flows From Operating Activities: $ 999.1 million Total Assets: $ 6.7 billion Common Stock: Browning -Ferris Industries, Inc. common stock is traded under the symbol BFI on the New York Stock Exchange, Inc., the Chicago Stock Exchange, the Pacific Stock Exchange and the International Stock Exchange of the United Kingdom and Republic of Ireland Ltd. For additional data, contact: BFI Eileen Schuler Assistant Corporate Secretary 281/870-7893 Q Printed on recycled paper PA -FS -91-001 9/98 CORPORATE HISTORY Browning -Ferris Industries, Inc. (BFI), headquartered in Houston, Texas, provides waste services from approximately 400 operating locations in the United States, Canada and Puerto Rico. BFI maintains a global pres- ence by way of holding a 20% interest in SITA, a member of the Suez Lyonnaise des Eaux group and the largest waste col- lection and treatment company in Europe, with a strong pres- ence in the Asia Pacific region and Latin America. Today the company employs over 26,000 employees, utilizes approximately 9,300 collection vehicles and owns or man- ages over 90 sanitary landfills and approximately 95 Recyclery® processing facilities. For the 12 months ending September 30, 1997, revenues reached $5.8 billion. BFI is considered today as one of the world's leading recycling and waste services companies. Here's how they did it. 1967 With a single truck, a small residential waste collec- tion firm, American Refuse Systems, Inc. (ARS), begins providing garbage collection service to a Houston, Texas subdivision. 59 ARS acquires a controlling interest in Browning - Ferris Machinery Company, an established distributor of heavy construction equipment, through the purchase of it's common stock. The two companies merge to form Browning - Ferris Industries, Inc. (BFI) and launch a nationwide waste services firm. The 1970's: Expansion and Acquisition 1970 BFI begins to develop a nationwide waste services company by implementing a successful acquisition plan. Companies initially purchased include Patterson Waste Control, Inc., Houston Disposal Services, Inc., and Waste Control of Puerto Rico. The majority owner and president of these three companies, Harry J. Phillips, joins BR as presi- dent and COO. Phillips brings immediate recognition to the growing company. 1972 Only five years, BFI now has operations in 26 states, Puerto Rico and Canada, 4,200 employees, and for the first time, revenues over $100 million. By acquiring Consolidated Fibres, Inc., (CFI), a leading marketer of wastepaper for recycling, BR demonstrates a major commit- ;nt to resource recovery. 1974 BR makes its first entry into the European market with the acquisition of a waste services firm in Spain. This marks the beginning of a 20 -year campaign of start-up, expan- sion and acquisition activities on four continents outside North America. 1975 By year-end BR is operating in over 100 North American cities. The company makes industry history as the first to introduce "forklift" front-end loading waste collection vehicles. 1976 The effects of the nationwide recession are acute in the paper industry. BR responds by spinning off CFI. 1977 BFI wins its first municipal contract as Oklahoma City becomes one of the first cities in the U.S. to privatize its waste services. 1978 BFI is now operating in 150 cities in North America with over 7,000 employees. Revenues top $300 million. The 1980's: Diversifying the Business 1981 Already serving Maracaibo, BR wins an eight -year contract with the city of Caracas. 1983 CECOS International is acquired, marking BFI's entrance into the hazardous waste business. 1984 Operating in 39 states with 16,000 employees, BR hits $ 1 billion in revenues. BFI and Air Products & Chemicals, Inc. create a new company, American Ref -Fuel, to market waste -to - energy facilities. BR becomes the exclusive North American licensee for a proven technology created in Germany that con- verts combustible solid waste to steam or electricity. 1985 BR expands to the Far East with acquisitions in Australia and makes a key acquisition to enter the United Kingdom. 1986 BR enters the medical waste business through the pur- chase of W.D. Bingham, Inc. in Southern California, and Merrimack Valley Medical Services Company, Inc. in Massachusetts. Q Printed on recycled paper PA -FS -91-002 9/98 1994 BFI acquires U.K: based Attwoods, plc, the fourth largest waste services company in the U.S. 1987 BFI begins operating in the Netherlands with the acqui- sition of Spitman Holding, B.V. 1988 Bill Ruckelshaus, two -term Administrator of the U.S. Environmental Protection Agency (EPA) is elected chairman and CEO. The company enters the Hong Kong market through a joint venture with Swire Engineering, Ltd. BFI now serves near- ly 43,000 households with curbside recycling services. 1989 The first American Ref -Fuel plant opens. The 1990's: Investing in the Future 1990 BR acquires ACCO International, Inc. a fiber recycling company, marking the start of a long-term investment in recy- cling, Collection, treatment and disposal of hazardous waste is terminated. 1991 Bruce Ranck is elected president and COO. BR employs 27,000 employees and reaches $3 billion in revenues. 1992 BR serves more than three million households with curbside collection of paper, aluminum, bi-metal and other recy- clable materials. 1993 BR becomes the first outside company in over 40 years to serve New York City with commercial solid waste collection. 1995 Bruce Ranck is elected CEO, Bill Ruckelshaus remains chairman of the board. 1996 BR undergoes a strategic and organizational restruc- turing to consolidate operations and focus on customer satisfac- tion. 1997 The Company streamlines its portfolio of assets largely through divestiture activities and focuses on reducing costs. 1998 BFI signs an agreement to merge its international oper- ations with SITA, a Paris -based company, in exchange for U.S. $1 billion stock that will result in a 20 percent ownership in SITA A Company Leading an Industry BR has moved from an early strategy of expansion through acquisitions toward a greater emphasis on growth through increased services, improved customer satisfaction and opera- tions in foreign markets. One thing hasn't changed, though. BR continues to build its legacy as a leader and innovator in the waste industry...anticipating, acting and setting the pace. For additional data, contact: BFI 757 N. Eldridge • Houston, TX 77079 • Post Office Box 3151 (77253) Telephone: 281/870-8100 • Fax: 281/870-7844 • www.bfi.com BFI SOLID WASTE COLLECTION BFI's primary business is collecting, processing and disposing of waste, as effectively and economically as possible. Operations are conducted in a manner that is compatible with the protection of the environment and conservation of natural resources. The company's lead- ership role in waste service is the result of three impor- tant elements: • The creation of a professional, integrated systems approach to waste handling • The development of competent, experienced, concerned personnel • The building of a worldwide network of professionally managed operations The BR approach to waste collection provides an improved, more efficient way of meeting customer needs. BFI identifies the waste handling problem... determines the best solution...and provides the neces- sary equipment, technology and personnel to ensure dependable, economical, and environmentally safe ser- vice. Municipal Waste Collection When you consider that the average household gener- ates about two tons of residential waste each year, it's no wonder that management of municipal waste comes under such critical scrutiny. State legislators and citi- zens are demanding additional services such as recy- cling and yard waste collection in the face of tighten- ing municipal budgets. The public -private partnership provides a real solution. That's why an increasing number of cities, both large and small, have re-evaluated their municipally - operated waste operations and have contracted with BFI for reliable collection services tailored to commu- nity needs. BFI puts years of analytical and operational experience into each residential waste collection plan. We begin by making a thorough and detailed examina- tion of a community's refuse collection needs. Traditionally, curbside collection or back door pick- up have been the two most frequently contracted ser- vices. Now, additional services and innovative collec- tion techniques are available to meet changing commu- nity needs. Manpower and equipment, as well as the type and frequency of services, are matched to popula- tion density, street layout, local requirements, budget constraints and the waste generating characteristics of the area. Routing alternatives, rear -end loader or side -loader systems, and support equipment are select- ed to provide rapid collection and transportation of waste to area disposal sites. As America's leading waste services company, BFI serves approximately 14.5 million residential and com- mercial customers each year. BR provides rigid stan- dards of dependable, professional service backed by performance bonds. And with annual revenues of $6 billion, BFI has the financial depth to develop and operate municipal waste collection, processing and dis- posal systems that serve community and taxpayer interests. With BR municipal collection, the highly volatile issues of public employee wages and working condi- tions can be removed from crowded city agendas. What's more, city budgets can be planned with long- range cost controls, without the constant and pressing burden of appropriating funds for equipment purchase and maintenance. In addition to lower collection costs, substantial rebates may be returned to the city through state, local and excise taxes as well as licensing fees. For additional data, contact: BFI 757 N. Eldridge • Post Office Box 3151 • Houston, Texas 77253 Telephone: 713/870-8100 • Fax: 713/870-7182 PA -FS -91-004 5/96 (' Printed on recycled paper ATTACHMENT I MAJOR PROJECTS ATTACHMENT I MAJOR PROJECTS Listed below are descriptions of services BFI provides to the cities throughout Dade County. BFI holds exclusive franchise agreements or contracts with the following municipalities and political subdivisions of the State of Florida. Title of Project: THE VILLAGE OF VIRGINIA GARDENS RESIDENTIAL SOLID WASTE COLLECTION SERVICES. Brief Description: BFI collects municipal solid waste from single family homes in the Village of Virginia Gardens. Virginia Gardens has 591 single-family homes. Collection of containerized solid waste takes place two times per week from the curb. Yard waste that is containerized is also collected. There is not a limit to the number of containers that may be placed at the curb. Bulky waste is collected quarterly on a pre -arranged schedule. Through an interlocal agreement between the Village and Metro -Dade County, BFUCommunity Recycling provides curbside recycling service to all single-family homes. BFI operates a problem solving phone line as part of our customer care department to resolve residents' questions or complaints. Client Name: The Village of Virginia Gardens Contact Name: Paul Bithorn, Mayor, Village of Virginia Gardens, Village Hall, 6498 NW 38 Terrace, Virginia Gardens, Florida, 33166, (305) 871-6104 Start date and duration of project: Residential collection started in April 1992. Title of Project: THE TOWN OF BAY HARBOUR ISLANDS SOLID WASTE AND RECYCLING RESIDENTIAL AND COMMERICAL COLLECTION SERVICES. Brief Description: BFI collects municipal solid waste and recyclable materials from residential and commercial establishments in the Town of Bay Harbor Islands. Bay Harbor has 274 single-family homes and approximately 3,000 multi -family units. Collection for single family homes is three times per week side door for solid waste and two times per week for recycling. All materials are containerized. Non -containerized bulk waste is collected on an on -call basis. BFI operates a problem solving phone line as part of our customer service care department to resolve residents' questions or complaints. BFI also provides solid waste collection for commercial establishments in the Town. Client Name: The Town of Bay Harbor Islands Contact Name: Ken Cassel, Public Works Director, 9665 Bay Harbor Terrace, Bay Harbor Islands, Florida, 33154, (305) 866-6241 Start date and duration of project: Residential collection started April 1, 1995 and commercial collection started March 15, 1993. Title of Project : THE TOWN OF GOLDEN BEACH RESIDENTIAL RECYCLING COLLECTION SERVICE Brief Description: BFI collects residential recyclables from all single-family homes in the Town of Golden Beach. Each of Golden Beach's 325 single-family homes has a 55 -gallon wheeled cart with an insert. Commingled aluminum, glass, plastic and steel are placed in the larger part of the container, while newspaper is placed in the "bucket like" insert. Recyclables are collected once per week. BFI operates a problem solving phone line as part of our customer care department to resolve residents questions or complaints. Client Name: The Town of Golden Beach Contact Name: Nancy Ciummo, Town Manager, Town of Golden Beach, One Golden Beach Drive, Golden Beach, Florida, 33160, (305) 932-0744. Start date and duration of project: BFI began collecting recyclable materials in 1992. Title of Project: Brief Description: THE VILLAGE OF KEY BISCAYNE RESIDENTIAL SOLID WASTE COLLECTION AND RECYCLING SERVICES BFI collects municipal solid waste, yard waste, bulky waste and recyclable materials from residents living in the Village of Key Biscayne. There are 1,289 single family homes in Key Biscayne. BFI provides two times per week solid waste collection from the curb and monthly bulky waste service. Recyclable materials are collected once per week from recycling bins placed at the curb. BFI operates a problem solving phone line as part of our customer care department to resolve residents questions or complaints. Client Name: The Village of Key Biscayne Contact Name: Samuel Kissinger, Village Manager, Village of Key Biscayne, 85 W McIntyre Street, Key Biscayne, Florida, 33149, (305) 365-5514 Start date and duration of project: BFI began initial collection of solid waste in 1995 Title of Project: Brief Description: THE CITY OF MIAMI SPRINGS MULTI- FAMILY RECYCLING COLLECTION PROGRAM BFI collects recyclable materials from the multi -family buildings in the City of Miami Springs. Depending on the number of units in the building, materials are collected in either a 90 gallon wheeled cart or 12 gallon recycling bins. Collection takes place once per week. BFI operates a problem solving phone line as part of our customer care department to resolve residents questions or complaints. Client Name: The City of Miami Springs Contact Name: Frank Spence, City Manager, City of Miami Springs, 201 Westward Drive, Miami Springs, Florida, 33166, (305) 885-4581. Start date and duration of project: BFI began collection of multi -family recyclables in 1995. Title of Project: THE CITY OF NORTH BAY VILLAGE MULTI -FAMILY RECYCLING COLLECTION PROGRAM. Brief Description: BFI collects recyclable materials from the multi -family building in the City of North Bay Village. Each multi -family building received at least two wheeled carts (one for newspaper and one for commingled material). Collection takes place once per week. BFI operates a problem solving phone line as part of our customer care department to resolve residents questions or complaints. Client Name: The City of North Bay Village Contact Name: James DiPietro, City Manager, City of North Bay Village, 7903 East Drive, North Bay Village, Florida, 33141, (305) 756-7171. Start date and duration project: BFI began collection of multi -family recyclables in 1992. ATTACHMENT III REFERENCES Title of Project : THE VILLAGE OF INDIAN CREEK RESIDENTIAL SOLID WASTE COLLECTION SERVICE. Brief Description: BFI collects municipal solid waste, yard waste, bulky waste and recyclable materials from residents living in the Village of Indian Creek. There are 33 single-family homes in Indian Creek. BFI provides three times per week solid waste collection from the side door. Bulky waste is collected on an on -call basis. Recyclable are collected once per week from a wheeled cart (similar to Golden Beach's program). BFI operates a problem solving phone line as part of our customer care department to resolve residents questions or complaints. Client Name: The Village of Indian Creek Contact Name: Leonard Matarese, Village Manager, Village of Indian Creek, 50 Indian Creek Island, Indian Creek, Florida 33154, (305) 856-4121 Start date and duration of project: BFI began initial collection of solid waste in 1982 Title of Project: THE TOWN OF SURFSIDE MULTI -FAMILY AND COMMERCIAL RECYCLING COLLECTION PROGRAM. Brief Description: BFI collects recyclable materials from the multi -family and commercial buildings in the Town of Surfside. Multi -family buildings received at least two wheeled carts (one for newspaper and one for conuningled material.) Most commercial establishments received 12 gallon recycling bins. Collection takes place once per week. BFI operates a problem solving phone line as part of our customer service department to resolve residents questions or complaints. Client Name: Town of Surfside Contact Name: Eduardo Rodriguez, City Manager, Town of Surfside, 9293 Harding Avenue, Ssurfside, Florida, 33154, (305) 861-4863. Start date and duration of project: BFI began collection of multi -family and commercial recyclables in 1992. Title of Project: THE METRO-DADE CURBSIDE RECYCLING PROGRAM. Brief Description: BFI/Community recycling provides weekly, curbside recycling collection service to more than 280,000 single family homes in unincorporated Dade County and participating municipalities. This service consists of the collection of newsprint, cardboard (and phone books during three months of the year) in one 18 gallon bin, and commingled aluminum, glass (clear, brown and green), plastic (#'s 1, 2 and 3), steel cans and aseptic and gabled top boxes in the second 18 gallon bin. A comprehensive public information program and a specialized problem solving hot line operated by Community Recycling are part of program. Client Name: Metro -Dade County Contact Name: Andrew Wilfork, Director, Department of Solid Waste Management, 8675 NW 53 Street, Suite 201, Miami, Florida, 33166, (305) 594-1540 Start date and duration of project: This contract began in January 1990. Listed below are the municipalities who are participating in the program through an interlocal agreement with Metro -Dade County: The Village of Biscayne Park The Honorable James A. Reeder Mayor 640 NE 114 Street Biscayne Park, Florida 33161 (305) 891-7241 The Village of El Portal The Honorable Daisy Black Mayor 500 NE 87 Street El Portal, FL 33138 305-751-2406 The City of Florida City The Honorable Otis Wallace Mayor 404 W Palm Avenue Florida City, FL 33034 305-247-8221 The Town of Medley The Honorable Jack Morrow Mayor 7331 NW 74 Street Medley, FL 33166 305-887-9541 The City of Miami Beach Mr. Joe Pinon Assistant City Manager 1700 Convention Center Drive Miami Beach, FL 33139 305-673-7620 The City of Miami Springs The Honorable John Cavalier Mayor 201 Westwward Drive Miami Springs, FL 33166 305-885-4581 The City of North Bay Village The Honorable Paul Vogel Mayor 7903 East Drive North Bay Village, FL 33141 305-756-7171 The City of Opa Locka The Honorable Robert Ingram Mayor 777 Sharazad Boulevard Opa Locka, FL 33054 305-688-4611 The Town of Surfside The Honorable Paul D. Novack Mayor 9293 Harding Avenue Surfside, FL 33154 305-861-4863 The City of Sweetwater The Honorable Gloria Bango Mayor 500 SW 109 Avenue Sweetwater, FL 33174 305-221-0411 The Village of Virginia Gardens The Honorable Paul Bithorn Mayor 6498 NW 38 Terrace Virginia Gardens, FL 33166 305-871-6104 The City of West Miami The Honorable Rebeca Sosa Mayor 901 SW 62 Avenue West Miami, FL 33144 305-266-1122 FACILITIES & PERSONNEL BFI facilities are located at: 3840 NW 37 Court Miami, Florida 33142 ATTACHMENT II RESUMES Adam A. Mathews 555 Cambridge Drive Weston, FL 33326 (954) 389-9369 SUMMARY OF QUALIFICATIONS: Management professional experienced in solid waste collections, solid waste transfer stations, material recovery facilities, and medical waste collections. Proven track record of leadership and responsibilities in Fortune 500 company. Significant experience in reorganizations and improving underperforming companies. PROFESSIONAL EXPERIENCE BROWNING -FERRIS INDUSTRIES January 1994 - Present 9/28 - Present. Marketplace District Vice President- South Florida Operating responsibility for one of BFI's largest marketplaces in North America with annual revenues over $140 million.Customer base includes over 400,000 residential customers, 22,000 commercial customers, and over 7,000 medical waste customers. Operating responsibility includes over 230 routes, over 650 employees, and three operating locations in South Florida. * Improved FY99 earnings by over $2 million over same period prior year. * Reduced labor expense and risk management expense by over $500,000. * Recorded three successive quarters of improved Customer Satisfaction Index. 4/98-9/98. District Vice President, Miami District. Miami, FL. Operating responsibility of the Miami Hauling District with annual revenue of over $90 million. Customer base includes over 300,000 residential customers, and over 15,000 commercial customers. * Rerouted the entire commercial collection system reducing the number of commercial routes by 20% * Started up new municipal franchise in Islamorada. 6/96-4/98. District Vice President, Ft.Lauderdale District, Ft.Lauderdale,FL. Operating responsibility of the Ft.Lauderdale District with annual revenue of over $64 million. Customer base of 110,000 residential customers, 6400 commercial customers, and over 7,000 medical waste customers. Operating responsibility included 110 routes, 350 employees, and three satellite operations. * Improved FY97 earnings over FY96 earnings by over 22%. * Improved Return on Gross Assets (ROGA) in FY97 by 18%. 11/95-6/96. Assistant District Manager, Ft.Lauderdale District. Day to day management responsibilities of the Ft.Lauderdale District including the Recyclery, one of the largest for BFI in North America. * Improved medwaste earnings by over $150,000/month * Improved Customer Satisfaction Index by 4.1 points, highest increase in FL. 12/94-11/95. District Manager, Key West District, Key West, FL. Profit and loss responsibility for hauling district and material recovery facility with annual revenues over $6 million. * Successfully negotiated a three year extension with the City of Key West. * Improved FY94 over prior year by 60%, and FY95 over FY94 by 25%. WESTERN WASTE INDUSTRIES May 1992 - August 1993 Division Manager, North Los Angeles Division, Sun Valley,CA. Profit and loss responsibility for hauling company with annual revenue in excess of $6 million. * Improved FY93 earnings over prior year by over $800,000. * Exceeded all budget objectives for FY93. LAIDLAW WASTE SYSTEMS June 1988 - March 1992 1/90-3/92 Division Manager, Northwest Ohio Hauling, Toledo,OH. Responsible for the profit and loss of two hauling divisions. Monthly revenue of $480,000. * Secured a $250,000 5 year contract with City of Swanton. * Exceeded all budget objectives in FY90 6/88-1/90. Division Manager (Montgomery County T/S,Rockville, MD) Profit and loss responsibility for 2500tpd transfer station. Monthly revenue of $400,000. * Named Atlantic Region's New Manager of the Year, 1989 * Exceeded all budget objectives for FY89 McLURE NORTH AMERICAN VAN LINES June 1980 - June 1988 Vice President/General Manager,Essex Jet, VT. Responsible for the daily operations of a commercial/residential moving and storage company with annual sales of $1.5 million. * Increased annual sales by $1.1million * Received Top Quality Agent Award (1982 - 1986). EDUCATIONAL BACKGROUND University of Vermont, Burlington, Vermont Bachelor of Arts Degree, 1980 ARCHIE L. JACKSON 3840 NW 37 COURT • MIAMI, FLORIDA 33142 • 305-638-3800 SUMMARY OF EXPERIENCE: Twenty-eight years of operational experience in the solid waste removal business. Positions and experience are progressive in nature and range from driver to Operations Manager for an International 500 Organization. EMPLOYMENT HISTORY: BFI WASTE SYSTEMS of North America, INC. December 1994 to Present Attwoods plc (1972 — December 1994) Operations Manager — Maintains an overall responsibility for approximately 250 drivers, helpers, supervisors and route auditors; Responsible for the timely scheduling and removal of commercial and residential solid waste and recyclable materials; Manages an inside office staff of eleven (11) individuals including dispatchers and recycling information operators. Began with Industrial Waste Services as a residential rear loader driver and progressed through several levels of responsibility including Route Auditor, Dispatcher, Route Supervisor and Assistant Operations Manager. L & J Waste Service (1966 — 1972) Driver for a commercial waste route. Responsible for ensuring daily completion of scheduled pickups. Ensured customer satisfaction. CAREER HIGHLIGHTS: • Coordinated the implementation of a Safety Awareness program designed to eliminate and reduce Worker's Compensation costs. • Worked directly with cross -functional counterparts to improve and maintain an outstanding level of customer service. JEANMARIE MANZE MASSA 3840 NW 37 COURT • MIAMI, FLORIDA 33142.305-638-3800 BFI WASTE SYSTEMS of North America, Inc 12-94 to Present Attwoods Group IWS Service/Community Recycling 03-90 to 12-94 Title: Manager for Marketing and Governmental Service. Responsible for curbside recycling contract with Metro -Dade County; Act as liaison to Metro -Dade County; Complies monthly and quarterly reports and invoices; Advises management on contract requirements and provides oversight on contract specifications including sampling events, battery collection and annual public information pieces; Acts as municipal liaison to several of the cities BFI serves for recycling or solid waste collection or both; Provides contract oversight for municipal contracts. Assists with preparation of RFP's and bids for municipal contracts; Responsible for coordinating public information activities and materials for residential, institutional and commercial recycling programs; Handles most speaking engagements at schools, civic organizations or public meetings; Handles tours of Materials Recovery Facility; Writes, designs and produces municipal newsletters required by various contracts; Handles advertising if applicable; Responsible for display booths. Handles set-up, content, tear -down and scheduling; Represents BFI at various meetings and organizations including the Dade League of Cities, The Hialeah - Miami Springs Kiwanis Club (currently club secretary) and The Solid Waste Association of North America (SWANA) — currently Florida Chapter Program Chair and is Vice Chairman of the Miami Springs Ecology Board. Provides support and assistance on special projects. PRIOR EMPLOYMENT BACKGROUND Metro -Dade County — Department of Solid Waste Management 1981-1990 Information Officer - Disseminated information to the public regarding all aspects of Dade County's solid waste disposal system. State of Florida - Department of Labor 1976-1981 Employment Interviewer - Interviewed and assessed applicants for reference to jobs or counseling. Interviewed clients and adjudicated unemployment compensation claims. EDUCATION 1975 The University of Georgia — Athens, Georgia Bachelor of Arts Degree in Journalism 1973 The University of Florida - Gainesville, Florida Associates Arts Degree — Liberal Arts LETTERS OF RECOMMENDATION AND EXISTING MUNICIPAL CONTRACTS Recycled p : SFll k X e Cowry - BOARD OF COUNTY COMMISSIONERS February 6, 1998 TO WHOM IT MAY CONCERN: l tira:i'( .�itcu f wE, Please be advised that Browning -Ferris Industries (BFI) has served the residents of Seminole County since December 1994 and has my enthusiastic endorsement. BR is one of several haulers under contract with Seminole County's non -ad valorem mandatory collections program. They have provided excellent solid waste and recycling services to residential customers of approximately 21,000 single- family homes. In addition, their internal customer service operation has consistently responded promptly and courteously to our citizens, and their supervisory staff have been extremely helpful to the Seminole County MSBU staff in problem resolution. BFI is also a well -respected "corporate good neighbor" in Central Florida, including their sponsorship of the annual St. Johns River Clean -Up and a very successful telephone book recycling collection throughout the County's elementary schools. I am pleased to recommend BFI to you. If you have any questions, or if I'may be of further assistance, please do not hesitate to contact me at (407) 321-1130, extension 7205. Randall C. Morris Chairman Board of County Commissioners RCM/dm Ring Wilkinson Maya Jack Seder Yia Mryar John R. Flora Richard Pratt Couscilmmber Gloria O'Gorman Cnunciirrin +r Daniel W.Ketfe //atria: City Martavr KerryExrol Ciy4aonuy Cifu i i; iLtux c Ltnurz 524 Northeast 21st Court • Mon l.L• nots, Ford& 33355 • (954) 350-2100 • FAX (054) 300-2109 February 2, 1998 Dan Pavone Director of Public Affairs BFI 2380 College Avenue Davie, FL 33317 To Whom It May Concern: The City of Wilton Maitvts has had a contractual agreement with Browning -Ferris Industries to provide for solid waste disposal and recycling for over ten years. Like with any contract, there have been issues, problems and conflicts that have surfaced. Always BFI has been attentive and responsive to any City or customer concerns. Our mutual objective has been to provide the best possible service to our residents and customers. During this relationship BFI has truly become a community partner in Wilton Manors. They have participated and supported numerous civic programs and projects sponsored or endorsed by the City. BFI is certainly able to provide excellent solid waste and recycling services and be a tremendous asset to any city as a community partner. Sincerely, Daniel W. Keefe Interim City Manager RECSFIDOC BerAled paper Recycw Pape* City of Pembroke Pines Alex G. Fekete, Mtyor Ben Fiiorendino, Vice -Mayor Charles F. Dodge, City Manager February 3, 1998 TO WHOM IT MAY CONCERN: RE: BFI SERVICE William B. Armstrong, Conuninsioner Frank C. Orbs, Commissioner Katherine "Miller" 7hibaut; Commissioner This will advise you that BFI has been providing all single family residential municipal solid waste services for the City of Pembroke Pines since 1988. Our City has enjoyed a good working relationship with BFI and their handling of this segment of municipal solid waste service has been very good. We receive very few complaints about their service and we have found them to be consumer oriented and quick to resolve the few residential complaints. BFI also provides semi -exclusive service to the commercial market in our City. We have found them to be regular and responsible in providing the level of service needed and in helping to work out problems as they occur. We have been satisfied with the service that they provide to our City. Should you require added information or details, please feel free to call me at (954)435-6506. Sincerely, O�tlZ_ Paul IC Wattles Assistant City Manager PKW/si SERVICE REFERENCES Name of Municipality: Seminole County Address: 1101 E. First Street Sanford, FL 32771 Contact Person: Randall C. Morris Title: County Chairman Telephone: 407-3211-1130, ext. 7205 Brief Description of Services Provided: Residential solid waste, recycling and Yard trash collection of approximately 21,000 single family homes in an exclusive franchise area. Largest of four haulers. Name of Municipality: City of Winter Springs Address: 1126 East SR 434 Winter Springs FL 32708 Contact Person: Ron McLemore Title: City Manager Telephone: 407-327-1800 Brief Description of Services Provided: Residential solid waste, recycling and Yard trash collection to approximately 8,200 single family homes and exclusive Commercial collection to approximately 150 businesses. SERVICE REFERENCES Name of Municipality: Broward County FL Address: 201 S. Andrews Avenue Ft. Lauderdale FL 33301 Contact Person: Peter Foye Title: Contract Administrator Telephone: 954-765-4202 Brief Description of Services Provided: Residential solid waste, recycling and yard trash collection for approximately 18,000 single family homes. Prior to annexation by City of Reston, our house count was approximately 28,500. l Name of Municipality: City of Miramar FL Address: 6700 Miramar Parkway Miramar, FL 33023 Contact Person: Vicki Coceano Title: Mayor Telephone: 954-765-4202 Brief Description of Services Provided: Residential solid waste, recycling and yard trash collection for approximately 17,000 single family homes. SERVICE REFERENCES Name of Municipality: City of Oviedo FL Address: 400 Alexandria Blvd. Oviedo FL 32765 Contact Person: Gene Williford Title: City Manager Telephone: 407-977-6000 Brief Description of Services Provided: Residential solid waste, recycling and Yard trash collection for approximately 7,300 single family homes. ) Name of Municipality: City of Jacksonville FL Address: 220 E. Bay Street Jacksonville FL 32202 Contact Person: Fred Forbes Title: Contract Administrator Telephone: 904-387-8934 Brief Description of Services Provided: Residential solid waste, recycling and Yard trash collection for approximately single family homes. SERVICE REFERENCES Name of Municipality: Palm Beach County FL Address: 7501 E. Jog Road West Palm Beach FL 33412 Contact Person: Kathy Hopkins Title: Contract Administrator Telephone: 561-640-4000 Brief Description of Services Provided: Residential solid waste, recycling and yard trash collection of approximately 57,500 single family homes. Name of Municipality: St. Johns County FL Address: P. 0. Drawer 349 St. Augustine FL 32085 Contact Person: James Bryant Title: County Commissioner Telephone: 904-823-2400 Brief Description of Services Provided: Residential solid waste, recycling and yard trash collection for approximately single family homes. FLORIDA MUNICIPAL CONTRACTS Page 1 of 2 i Contract Name Contact Name Title Telephone Alachua County Norm Thomas Dir. Waste Mgmnt. 352-495-9215 Atlantis Mo Thornton City Manager 561-965-1744 Bay Harbor Islands Ken Cassel Asst. City Manager 305-866-6241 Belle Isle Bill Hand Mayor 407-851-7730 Biscayne Park Jean Watson City Clerk 305-893-7490 Briny Breezes Rita Taylor City Clerk 561-276-7405 Broward County Peter Foye Contract Admin. 954-765-4202 Buenaventura Lakes Bob DeGori Administrator 407-348-7551 Callahan David Johnson Mayor 904-879-3801 Cape Coral Holly Ussery Contract Specialist 941-574-0843 Clay County Allen Altman Dir. Solid Waste 904-284-6374 Cooper City Chris Ferrell City Manager 954-434-4300 Dade County Andrew Wilforth Director 305-594-1520 Dania Mike Smith City Manager 954-921-8700 Delray Beach • Joe Safford Finance Director 561-243-7116 El Portal Regina Russell City Clerk 305-751-2406 Florida City Otis Wallace Mayor 305-242-8128 Gainesville Wayne Bowers City Manager 352-334-5010 Golden Beach Judy Cuenca Mayor 305-932-0744 Golf John Mosher Asst. City Manager 561-732-0236 Golfview Cynthia Harmon City Clerk 561-683-9520 Greenacres Bob Halthill Dir. Public Works 561-642-2000 Gulfstream Rita Taylor City Clerk 561-276-5116 Hendry County Lester Baird County Admin. 941-675-5220 Highland Beach Mary Ann Mariano Town Manager 561-278-4548 Highlands County Carl Cool County Admin. 941-386-6517 Hillsborough County Daryl Smith Dir. Solid Waste 813-272-5680 Howey-in-the Hills Duane Gorgas Mayor 352-324-2290 Indian Creek Leonard Matarese City Manager 305-865-4121 Indian Shores Marcia Register City Clerk 813-595-4020 Jacksonville Fred Forbes Contract Admin. 904-387-8934 Jacksonville Beach Ty Edwards Dir. Public Works 904-247-6219 Key Biscayne Sam Kissinger City Manager 305-365-5511 Key West David Fernandez Dir. Public Works 305-293-6409 LaBelle Sherri Craichy Mayor 941-675-2872 Lake Clark Shores Stuart Lieberman City Administrator 561-964-1515 Lake County Don Post Dir. Solid Waste 352-343-3776 Lake Wales David Greene City Manager 941-338-3100 Lee County Lindsey Sampson Dir. Solid Waste 941-338-3100 Lighthouse Point Fran Marsh City Clerk 954-943-6500 FLORIDA MUNICIPAL CONTRACTS Page 2 of 2 Contract Name Contact Name Title Telephone Maitland Brian Jones Asst. City Manager 407-539-6252 Manatee County Ernie Padgett County Admin. 941-745-3717 Miami Beach Niesen Kasdin Mayor 305-673-7411 Miami Springs Frank Spence City Manager 305-885-4581 Miramar William Estabrook I City Manager 954-967-1557 Mulberry Floyd Woods I City Manager 941-425-1125 Nassau County Walt Gossett I County Admin. 904-321-5782 Neptune Beach Richard Linn City Manager 904-270-2400 North Bay Village Dr. Paul Vogel I Mayor 305-756-7171 Ocean Ridge Karen Hancsak Town Clerk 561-732-2635 Ocoee Daryl Dees Solid Waste Mgr. 407-656-2322 Oldsmar Bruce Haddock I City Manager 813-855-4693 OpaLocka Dr. Robert Ingram I Mayor 305-688-4611 Orange County Jim Becker Utility Services 407-836-6616 Oviedo Gene Williford City Manager 407-977-6000 Palm Beach County Kathleen Hopkins I County Admin. 561-460-4000 Pembroke Pines Paul Wattles I Asst. City Manager 954-431-4500 Polk City John Swanson I City Manager 941-984-1375 Polk County Jim Roden I County Manager 941-534-6444 Reddington Beach Victoria McDonald I City Clerk 813-391-3875 Reddington Shores Donna Draper I City Clerk 813-397-5538 St. Augustine Jack Cubbage I Dir. Public Works 904-825-1009 St. Johns County Jim Bryant I County Commissioner 904-823-2400 St. Petersburg Beach Carl Schwing ( City Manager 813-367-2735 Sanibel Gary Price I City Manager 941-472-4135 Seminole County Fred Blakely I Solid Waste Mgr. 407-323-9615 South Bay Mike Jackson I City Manager 561-996-6751 South Miami Diane Morris I City Manager 305-663-6340 Surfside Eduardo Rodriguez I City Manager 305-861-4863 Sweetwater Gloria Bango Mayor 305-221-0411 Umatilla David Hanna I City Admin. 352-669-3125 Virginia Gardens Paul Bithom Mayor 305-871-6104. Weston John Flint City Manager 954-753-0380 Wilton Manors Dan O'Keefe City Manager 954-390-2100 Windermere Cecelia Bernier Town Manager 407-876-2563 Winter Springs Ron McLemore City Manager 407-327-1800 ' Zolfo Springs Lois Dandridge Mayor 941-735-0405 EMPLOYEE SAFETY & PROCEDURES BFI Miami District Safety Policy Miami District is committed to providing a safe and healthy workplace for all employees, coworkers, and the general public. We will accomplish this by complying with local, state, and federal regulations related to occupational safety and health. The elimination of unnecessary loss is a district responsibility we all share. Every attempt will be made to reduce the possibility of loss, including employee injuries and property damage. Management will perform necessary training to ensure employees are aware of hazards. Miami District employees are expected to follow safe practice rules and instructions relating to the efficient performance of their work. 'District Vice President anager of & Health ental Saf:ty 3841) NW 37 Coma • Miami. Florida 33142 Phone 305-638-38(X)• Fax 305-634-4272 XNc,nc em, CRIMINAL HISTORY & DISCLOSURES II -B SECTION 287-133(3)(A) STATEMENT ATTACHMENT Il-B SWORN STATEMENT UNDER SECTION 287.133 FLORIDA STATUTES ON PUBLIC ENTITY CRIMES 1. This sworn statement is submitted herewith in connection with a Contract to be executed with the Village of Key Biscayne for Collection, Transportation and Disposal of Residential Garbage and Trash for the Village of Key Biscayne. 2. This sworn statement is submitted by: BFI Waste Systems of North America Inc. Whose mailing address is: 3840 NW 37 Court, Miami, FL 33142 If applicable its Federal Employer Identification number (FEIN) is: 74-1819238 (If entity has no FEIN, include Social Security Number of Individual signing statement: .) 3. My name is: Adam Matthews and my relationship to the entity named above is: District Vice President. 4. I understand that a "public entity crime" as defined in Para. 287.133(1)(g), Florida Statutes, means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or with the United States, including, but not limited to, any bid or contract for goods or services to be provided to any public entity or an agency or political subdivision of any other state of the United States and involving antitrust fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation. 5. I understand that "convicted" or "conviction" as defined in Para. 287.133(1)(b), Florida Statutes, means a fording of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in any federal or state trial court of record relating to charges brought by indictment or information after July 1, 1989, as a result of a jury verdict, nonjury trial, or entry of a plea of guilty or nolo contendere. 6. I understand that an "affiliate" as defined in Para. 287.133(1)(a), Florida Statutes, means: a. A predecessor or successor of a person convicted of a public entity crime; or b. Any entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term "affiliate" includes those officers, directors, executors, partners, shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling interest of another person, or a pooling of equipment or income amount persons when not for fair market value under an arm's length agreement shall be a prime facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. 7. I understand that a "person" as defined in Para. 287.133(1)(e), Florida Statutes, means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or applies to bid on contracts for the provision of goods or services let by a public entity, or which otherwise transacts or applies to transact business with a public entity. The term "persons" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in management of an entity. 8. Based on information and belief the statement which I have marked below is true in relation to the entity submitting this sworn statement. (Please indicate which statement applied). Neither the entity submitting the sworn statement, or one or more of the officers, directors, executives, partners, shareholders, employees, members or agents who are active in management of the entity, nor any affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. The entity submitting this sworn statement, or one or more of the officers, directors, executives, partners, shareholders, employees, members, or agents who are active in management of the entity, or an affiliate of the entity, has been charged with and convicted of a public entity crime subsequent to July 1, 1989, AND (Please indicate on which additional statement applies.) There has been a proceeding concerning the conviction before a hearing officer of the State of Florida, Division of Administrative Hearings. The final order entered by the hearing officer did not place the person or affiliate on the convicted vendor list. (Please attach a copy of the fmal order). management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989, AND (Please indicate on which additional statement applies.) There has been a proceeding concerning the conviction before a hearing officer of the State of Florida, Division of Administrative Hearings. The final order entered by the hearing officer did not place the person or affiliate on the convicted vendor fist. (Please attach a copy of the final order). The person or affiliate was placed on the convicted vendor list. There has been a subsequent proceeding before a hearing officer of the State of Florida, Division of Administrative Hearings. The final order entered by the hearing officer determined that it was in the public interest to remove the person or affiliate from the convicted vendor list. (Please attach a copy of the final order). The person or affiliate has not been placed on the convicted vendor list. (Please describe any action taken by or pending with the Department of General Services). Signed, sealed and delivered in the presence of Adam Mathews (Printed Name) District Vice President (Title) DRUG FREE WORK PLACE CERTIFICATION APPENDIX I DRUG -FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Sta BFI Waste Systems of North America,In1 response): (Name of Business) 87.087 hereby certifies that does not (circle appropriate 1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Inform employees about the danger of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling. 34 LICENSES METRO DADS SOLID WASTE MANAGEMENT January 22, 1999 Mr. Carlos Mangual BFI Waste Systems 3840 Northwest 37th Court Miami, Florida 33142 CERTIFIED MAIL: Re: Decals for Vehicles Dear Mr. Mangual: Thank you for your recent permit application. Your application has been processed and your permit number is (01001). Enclosed please find one hundred eighty four (184) decals for your vehicles permitted to transport waste within Miami -Dade County. The Miami -Dade County general permit decal should be affixed permanently on the inside windshield in all vehicles permitted to transport waste within Dade County. Vehicles that do not have the decal permanently affixed will not be allowed access to the facilities. In addition, if you provide scheduled garbage collection service to any commercial and/or residential accounts in unincorporated Metro -Dade County, you must pay a Disposal Facility Fee (see information enclosed). Should you require additional information specific to your Permit, contact the Permit Unit at 594-1620. If you need assistance with the requirements of the Disposal Facility Fee, contact Rick Rayborn at 597-1506. Sincerely, 014 orctta Cronk Manager, Recycling And Waste Service 8675 Northwest 53 Street, Suite 201, Miami, Florida 33166 • 305-592-1776 "Love Your Neighbor" . Provide check in the amount of the total fee made payable to the Metro -Dade Department of Solid Waste Management. Permit Application/Renewal Fee = Vehicle Registration Fee ($70 x number of vehicles) /$f! ,Total Fee $600.00 r .r6o 18. Other Payments: Money Order in the amount of $15.00 per person listed in section 6 made payable to the State of Florida Department of Law Enforcement for the processing of fingerprints. Office Use Only. Do Not Write Below This Line. GENERAL PERMIT PROCESSING LOG Date Rcv'd. Comments Signed General Hauler Permit Affidavit Proof of Comprehensive General Liability Insurance '\ Proof of Vehicle Liability Insurance Permit fee payment Money order for fingerprint processing* Proof on incorporation* Complete set of fingerprints* Complete list of equipment* Complete list of customers/accounts* C--u„\t1vwrN,r\y \ 'Required only if information has changed, or is requested by the Department of Solid Waste Management 5\ THIS BECOMES AN OFFICIAL PERMIT WHEN SIGNED BELOW: Permit Number: .\\\ Fee : $\1-) Av.% M Date: \\- Expires: c4l (Azdho zed Signature) Page 4 5/28/96 DR•11 S R. 10/91 EFFECTIVE DATE 03/24/98 Mailing Address: STATE OF FLORIDA DEPARTMENT OF REVENUE CERTIFICATE OF REGISTRATION • ISSUED PURSUANT TO CHAPTER 538, FLORIDA STATUTES EXPIRATION DATE CERTIFICATE NUMBER 09/30/98 23-006702-2-98 BFI WASTE SYSTEMS OF NORTH AMERICA INC 3840 NW 37 COURT MIAMI FL 33127 This certificate is non transferable and shall be valid only for the person, firm, co -partnership, or corporation to which issued, and such certificate shall be placed in a conspicuous place in the business for which it is issued and shall be displayed at all times. 45082 Secondhand X Secondary Metals Dealer Recycler LOC: 3840 NW 37 COURT This Certifies That: BFI WASTE SYSTEMS OF NORTH AMERICA INC Is hereby authorized to engage in business as a Secondhand Dealer or a Secondary Metals Recycler, as designated above. DADE COUNTY TAX COLLECTOR 140 W. FLAGLER ST. 14th FLOOR MIAMI, FL 33130 1998 OCCUPAT1OitAL UCENSE TAX 1919 MIAMI-DADE COUNTY - STATE OF FLORIDA EXPIRES SEPT. 30, 1999 MUST BE DISPLAYED AT PLACE OF BUSINESS PURSUANTTO COUNTY CODE CHAPTER RA - ART. 9 4 10 182957-2 BUSINESS NAME / LOCATION BFI WASTE SYSTEMS 3840 NW 37 CT 33142 HIALEAH OWNER BFI WASTE SYSTEMS N AMERICA Iik Sec. Type al Business 206 RECYCLING/REFINERS TOTS IS AN OCCUPATIONAL TAX ONLY. IT DOES NOT PERMIT Tee LICENSEE TO VIOLA. ANY DUSTING WREGULATORYT COUNTY OR CITIES. NOR DOES IT EXEMPt E LICENSEE FROM ANY OTNER LICENSE OR PERMIT REQUIRED 0Y LAW. THIS IS NOT A CERT,- OCAHON OF THE LICENSEE'S WALNICA- TION. FIRST-CLASS U.S. POSTAGE PAID MIAMI, FL PERMIT NO. 231 RENEWAL LICENSE NO. 1 82957- 2 DO NOT FORWARD BFI WASTE SYSTEMS CARLOS MANGUAL AGENT 3840 NW 37 CT MIAMI GL 33142 LAVA; ENEO CADCOLLECTOR: TAX LOLLECTUR: 09/09/1998 230000427 01382&ry.LF aa-rJih SEE OTHER SIDE DADE COUNTY TAX COLLECTOR 140 W. FLAOLER ST. 14th FLOOR MIAMI, FL 33130 EMPLOYEES 50 ItIIIIIIII11111111111111111111i1 111111111111111111111111111111111111111111111t1 1998 OCCUPATIONAL UCENSE TAX 1999 MIAMI-DADE COUNTY • STATE OF FLORIDA FIRST-CLASS EXPIRES SEPT. 30, 1999 U.S. POSTAGE MUST BE DISPLAYED AT PLACE OF BUSINESS PAID PURSUANTTO COUNTY CODE CHAPTER RA - ART. 9 A 10 MIAMI, FL PERMIT NO. 231 009441-7 BUSINESS NAME / LOCATION BFI WASTE SYSTEMS 3840 NW 37 CT 33142 "IALEAH OWNER BFI WASTE SYSTEMS N AMERICA INC See. Type of Business 213 GARBAGE/WASTE COLLECTION THIS IS AN OCCUPATIONAL A ONLY. IT DOES NOT PERMIT TN LICENSEE TO VIORGULATOTE µYYON 2OMEXISRRG LAWS CITIES.. NOR COUNTY IT OR OTHERLICENSE ELIE OROANY PERMIT REWIRED eY LAW. THIS IS NOT A CERTI- FICATION s OOUAUFI00- OAOE COURNTr T1X COLLECTOR: 09/09/1998 230000428 001237. SEE OTHER SIDE RENEWAL LICENSE NO. 009441-7 DO NOT FORWARD BFI WASTE SYSTEMS CARLOS MANGUAL AGENT NF3 CT 33142 MIAMI L EMPLOYEES 975 1,11111111111111111111,IIIIII111111I1 I1111111111111111111i1111 FINANCIAL QUALIFICATIONS (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q CONFORMED QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1999 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission file number 1-6805 to BROWNING -FERRIS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 74-1673682 (State or other jurisdiction of (I.R.S. Employer Identificatio' incorporation or organization) 757 N. Eldridge l� Houston, Texas 77079 (Address of principal executive offices) (Zip Code) o Registrant's telephone number, including area code: (281) 870-8100 Indicate by check mark whether the registrant (1) has filed all reports required t' or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 mo period that the registrant was required to file such reports), and (2) has by requirements for the past 90 days. Yes X . No Indicate the number of shares outstanding of the issuer's common s 156,872,528. 23985 BROWNING -FERRIS INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME (Unaudited) (In Thousands Except for Per Share Amounts) Three Months Ended Six Months Ended March 31, March 31, 1999 1998 1999 1998 Revenues $1,027,896 $1,305,717 $2,078,623 $2,650,459 Cost of operations 644,554 856,862 1,314,628 1,735,275 Selling, general and administrative expense 132,659 157,344 261,170 321,616 Depreciation and amortization expense 102,769 129,349 204,513 258,642 Special charges (credits), net 19,183 (18,907) 19,183 (21,464) Income from operations Interest, net Equity in earnings of unconsolidated affiliates 128,731 181,069 279,129 356,390 30,049 36,623 59,740 72,242 (10,967) Income before income taxes, minority interest, extraordinary item and cumulative effects of changes in accounting principles 109,649 ncome taxes 47,773 nority interest in income of consolidated subsidiaries 1,314 ome before extraordinary em and cumulative effects changes in accounting nciples 60,562 ordinary loss on redemption ebt of unconsolidated liate, net of income tax it of $538 ve effects of changes in ting principles, net of tax expense of $2,800 efit of $4,611 - ollowing page) (15,005) (19,679) (25,094) $ 60,562 $ 2 159,451 63,781 2,327 93,343 999 (4,200) 239,068 309,242 97,771 123,697 2,521 5,444 138,776 180,101 999 9,563 96,544 $ 138,776 $ 169,539 (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q CONFORMED QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 1999 OR ❑ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from Commission file number 1-6805 to BROWNING -FERRIS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 74-1673682 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 757 N. Eldridge Houston, Texas (Address of principal executive offices) 77079 (Zip Code) Registrant's telephone number, including area code: (281) 870-8100 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No _. Indicate the number of shares outstanding of the issuer's common stock, as of May 12, 1999: 156,872,528. 23985 BROWNING -FERRIS INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME (Unaudited) .(In Thousands Except for Per Share Amounts) Three Months Ended Six Months Ended March 31, March 31, 1999 1998 1999 1998 Revenues $1,027,896 $1,305,717 $2,078,623 $2,650,459 Cost of operations Selling, general and administrative expense 132,659 Depreciation and amortization expense 102,769 Special charges (credits), net 19,183 Income from operations Interest, net Equity in earnings of unconsolidated affiliates 644,554 856,862 1,314,628 1,735,275 157,344 129,349 (18,907) 128,731 181,069 30,049 36,623 (10,967) (15,005) Income before income taxes, minority interest, extraordinary item and cumulative effects of changes in accounting principles Income taxes Minority interest in income of consolidated subsidiaries 109,649 47,773 1,314 159,451 63,781 2,327 261,170 321,616 204,513 258,642 19,163 (21,464) 279,129 356,390 59,740 72,242 (19,679) (25,094) 239,068 309,242 97,771 123,697 2,521 5,444 Income before extraordinary item and cumulative effects of changes in accounting principles 60,562 93,343 138,776 180,101 Extraordinary loss on redemption of debt of unconsolidated affiliate, net of income tax benefit of $538 999 999 Cumulative effects of changes in accounting principles, net of income tax expense of $2,800 and benefit of $4,611 (4,200) 9,563 Net income $ 60,562 $ 96,544 $ 138,776 $ 169,539 (Continued on following page) 2 BROWNING -FERRIS INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME (Unaudited) (In Thousands Except for Per Share Amounts) Three Months Ended Six Months Ended March 31, March 31, 1999 1998 1999 1998 Earnings per share: Basic - Income before extraordinary item and cumulative effects of changes in accounting principles $ .384 $ .504 $ .870 $ .957 Extraordinary item -- (.005) -- (.005) Cumulative effects of changes in accounting principles .022 (.051) Net income $ .384 $ .521 $ .870 $ .901 Diluted - Income before extraordinary item and cumulative effects of changes in accounting principles $ .381 $ .501 $ .865 $ .951 Extraordinary item -- (.005) -- (.005) Cumulative effects of changes in accounting principles -- .022 (.051) Net income Number of common shares used in computing earnings per share: $ .381 $ .518 $ .865 $ .895 Basic 157,894 185,247 159,450 188,110 Diluted 159,051 186,332 160,516 189,338 Cash dividends per common share $ .19 $ .19 $ .38 $ .38 The accompanying notes are an integral part of these financial statements. 3 BROWNING -FERRIS INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET ASSETS March 31, 1999 (Unaudited) September 30, 1998 (In Thousands) CURRENT ASSETS: Cash $ 55,506 $ 89,893 Short-term investments 5,013 5,812 Receivables - Trade, net of allowances for doubtful accounts of $23,168 and $22,072 584,407 603,331 Other 19,430 16,205 Inventories 22,535 21,035 Deferred income taxes 90,582 99,695 Prepayments and other 54,341 101,696 Total current assets PROPERTY AND EQUIPMENT, at cost, less accumulated depreciation and amortization of $2,260,775 and $2,223,913 OTHER ASSETS: Cost over fair value of net tangible assets of acquired businesses, net of accumulated amortization of $91,643 and $83,050 Other intangible assets, net of accumulated amortization of $88,160 and $81,959 Deferred income taxes Investments in unconsolidated affiliates Other Total other assets Total assets 831,814 937,667 2,847,495 2,812,221 602,507 592,946 75,477 23,108 484,953 68,811 70,594 24,588 512,964 48,501 1,254,856 1,249,593 $4,934,165 $4,999,481 The accompanying notes are an integral part of these financial statements. 4 BROWNING -FERRIS INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET LIABILITIES AND COMMON STOCKHOLDERS' EQUITY March 31, 1999 (Unaudited) September 30, 1998 CURRENT LIABILITIES: (In Thousands Except for Share Amounts) Notes payable and current portion of long-term debt $ 7,308 $ 9,241 Accounts payable 289,282 354,916 Accrued liabilities - Salaries and wages 66,011 83,199 Taxes, other than income 31,793 31,238 Other 310,396 332,221 Income taxes 5,665 9,076 Deferred revenues 180,623 175,615 Total current liabilities LONG-TERM DEBT, net of current portion 891,078 995,506 1,971,009 1,792,863 OTHER LIABILITIES: Accrued environmental and landfill costs 382,440 392,853 Deferred income taxes 207,702 210,511 Other 180,001 194,290 Total other liabilities COMMITMENTS AND CONTINGENCIES COMMON STOCKHOLDERS' EQUITY: Common stock, $.16 2/3 par; 400,000,000 shares authorized; 208,799,756 and 208,310,631 shares issued Additional paid -in capital Retained earnings Accumulated other comprehensive income (loss) Treasury stock, 51,978,911 and 46,008,054 shares, at cost 770,143 797,654 34,807 34,725 1,645,864 1,631,236 1,469,381 1,390,797 (47,978) (22,312) (1,800,139) (1,620,988) Total common stockholders' equity 1,301,935 1,413,458 Total liabilities and common stockholders' equity $4,934,165 $4,999,481 The accompanying notes are an integral part of these financial statements. 5 BROWNING -FERRIS INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) (In Thousands) Six Months Ended March 31, 1999 1998 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 138,776 $ 169,539 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization - Property and equipment 189,195 229,385_ Goodwill 8,599 18,495 Other intangible assets 6,719 10,762 Special charges (credits), net 19,183 (21,464) Cumulative effects of changes in accounting principles -- 9,563 Deferred income tax expense 9,774 15,639 Amortization of deferred investment tax credit (354) (354) Provision for losses on accounts receivable 10,388 15,040 Gains on sales of fixed assets (3,266) (1,148) Equity in earnings of unconsolidated affiliates, net of dividends received and extraordinary item 11,188 2,030 - Minority interest in income of consolidated subsidiaries, net of dividends paid (761) 3,810 Increase (decrease)' in cash from changes in assets and liabilities excluding effects of acquisitions and divestitures - Trade receivables 8,481 (5,942) Inventories (1,478) (6,623) Other assets 40,892 82,214 Other liabilities (121,551) (145,005) Total adjustments 177,009 206,402 Net cash provided by operating activities 315,785 375,941 (Continued on following page) 6 BROWNING -FERRIS INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) (In Thousands) Six Months Ended March 31, 1999 1998 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (259,979) (227,400) Payments for businesses acquired (16,485) (21,509) Proceeds from businesses divested 4,075 990,960 Investments in unconsolidated affiliates (28,764) (35,900) Proceeds from disposition of assets 15,859 29,536 Purchases of short-term investments -- (103,330) Sales of short-term investments 799 -- Return of investment in unconsolidated affiliates 13,971 28,304 Net cash provided by (used in) investing activities (270,524) 660,661 CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuances of common stock Proceeds from issuances of indebtedness Repayments of indebtedness Repurchases of common stock Dividends paid Net cash used in financing activities EFFECT OF EXCHANGE RATE CHANGES NET DECREASE IN CASH CAsil AT BEGINNING OF PERIOD CASH AT END OF PERIOD SUPPLEMENTAL DISCLOSURE OF CASH PAID FOR: Interest, net of capitalized amounts Income taxes 6,286 28,776 266,519 27,122 (110,393) (67,391) (180,740) (954,675) (61,338) (74,800) (79,666)(1,040,968) 18 (830) (34,387) (5,196) 89,893 78,746 $ 55,506 $ 73,550 $ 55,004 $ 77,678 $ 93,287 $ 81,513 The accompanying notes are an integral part of these financial statements. 7 BROWNING -FERRIS INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (1) Basis of Presentation - The accompanying unaudited financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary to a fair presentation of these financial statements have been included. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended September 30, 1998 as filed with the Securities and Exchange Commission. Certain reclassifications have been made in prior year financial statements to conform to the fiscal year 1999 presentation. (2) Earnings Per Share - The following table reconciles the number of common shares outstanding with the number of common shares used in computing basic and diluted earnings per share (in thousands): 8 Six Months Ended March 31, 1999 1998 Common shares outstanding, end of period 156,821 186,105 Less - Shares held in the Stock and Employee Benefit Trust -- (6,082) Common shares outstanding for purposes of computing earnings per share, end of period 156,821 180,023 Effect of using weighted average common shares outstanding 2,629 8,087 Shares used in computing earnings per share - basic 159,450 188,110 Effect of shares issuable under stock option plans based on the treasury stock method 1,066 1,228 Shares used in computing earnings per share - diluted 160,516 189,338 Shares of common stock held in the Stock and Employee Benefit Trust (the "Trust") were not considered to be outstanding in the computation of common shares outstanding until shares were utilized at the Company's option for the purposes for which the Trust was established. All remaining shares in the Trust were fully utilized during the third quarter of fiscal 1998 and, as a result, the Trust was terminated. Basic earnings per share amounts were computed by dividing earnings by the weighted average number of shares of common stock outstanding during each period. Diluted earnings per share amounts were computed considering the dilutive effect of stock options in the calculation. Options to purchase 2.8 million shares of common stock at prices ranging from $32.25 to $43.38 per share were outstanding during the first six months of fiscal 1999 but were not included in the computation of diluted earnings per share because the options' exercise prices were greater than the average market price of the common shares. The 7.25% Automatic Common Exchange Securities had no effect on the computation for the periods presented prior to their settlement in June 1998. 9 (3) Comprehensive Income - In June 1997, Statement of Financial Accounting Standards (" SFAS" ) No. 130 - " Reporting of Comprehensive Income" was issued establishing standards for reporting and presentation of comprehensive income and its components. Comprehensive income is defined as all changes in a company's net assets except changes resulting from transactions with stockholders. The Company has adopted SFAS No. 130 effective October 1, 1998. For the three and six month periods ended March 31, 1999 and 1998, comprehensive income (loss) is as follows (in thousands) : Three Months Six Months Ended March 31, Ended March 31, 1999 1998 1999 1998 Net income $ 60,562 $ 96,544 $138,776 $169,539 Foreign currency translation adjustment: Current period translation (26,266) (20,750) (25,666) (46,332) Reversal of portion of cumulative translation adjustment in connection with sale of international operations -- 107,642 107,642 Total foreign currency translation adjustment Comprehensive income (26,266) 86,892 (25,666) 61,310 $ 34,296 $183,436 $113,110 $230,849 (4) Special Charges (Credits), Net - Fiscal 1999 Special Charges ($19.2 million). Special charges of $19.2 million ($15.7 million after income taxes) were reported for the second quarter of fiscal 1999. Included in these special charges were approximately $10.0 million of losses associated with the divestiture of certain operations in connection with the purchase and sale transaction with Allied Waste Industries, Inc. (Allied) which closed in early April 1999. In addition, the Company incurred approximately $9.2 million of investment banking, legal and other expenses related to the proposed merger with Allied, 10 which are not deductible for federal income tax purposes. See Note (9) for further discussion of the proposed merger with Allied. Fiscal 1998 Special Credits ($21.5 million). Special credits of $21.5 million ($12.9 million after income taxes) were reported for the six-month period ended March 31, 1998. These special credits are related principally to the gain of $17.9 million recognized from the sale in March 1998 of substantially all of the Company's operations outside North America to SITA, a Paris -based subsidiary of Suez Lyonnaise des Eaux. In exchange for these operations, the Company received $950 million in cash and an ownership interest of approximately 19.2% in ordinary shares of SITA. Costs associated with the sale of these operations included estimated transaction and other expenses and losses accumulated in the foreign currency translation component of common stockholders' equity (approximately $133 million). A portion of the total gain, net of expenses, was deferred in connection with the Company's continuing investment in SITA. The Company's consolidated results of operations on an unaudited pro forma basis for the six-month period ended March 31, 1998, as though the sale of the operations outside North America had occurred on October 1, 1997 are as follows (in thousands, except per share amounts): Six Months Ended March 31, 1998 Pro forma revenues $2,020,862 Pro forma income before extraordinary item and cumulative effects of changes in accounting principles Pro forma earnings per share - Basic Diluted $159,411 $ .85 $ .84 These pro forma results are presented for informational purposes only and do not purport to show the actual results which would have occurred had the sale of the international operations been consummated on October 1, 1997, nor should they be viewed as indicative of future results of operations. In addition, these pro forma amounts give no effect to earnings from the Company's equity investment in SITA on a pro forma basis for the period prior to consummation of the sale of the international operations. Had any such estimated earnings from the Company's investment in SITA been considered in the Company pro forma 11 results of operations presented above, management believes that pro forma earnings per share amounts would reflect significantly less dilution when compared with the related historical earnings per share amounts. The remaining amounts included in special credits were attributable principally to net gains associated with the divestiture of certain North American operations in the first six months of fiscal 1998. (5) Cumulative Effects of Changes in Accounting Principles - On November 20, 1997, the Financial Accounting Standards Board's Emerging Issues Task Force issued EITF No. 97-13, a consensus ruling requiring that certain business process reengineering costs typically capitalized by companies be expensed as incurred. The ruling further required that previously capitalized costs of this nature be written off as a cumulative effect of a change in accounting principle in the quarter containing November 20, 1997. The Company had previously capitalized these types of costs in connection with its SAP software implementation project. As a result, the Company recorded an after-tax charge of $13.8 million or $.073 diluted earnings per share in the first quarter of fiscal 1998 as the cumulative effect of a change in accounting principle. During the second quarter of fiscal 1998, the Company changed its method of accounting for recognition of value changes in its employee retirement plan for purposes of determining annual expense under SFAS No. 87 - " Employers' Accounting for Pensions" , effective October 1, 1997. The Company has changed its method of calculating the value of assets of its plan from a calculation which recognized changes in fair value of assets over five years to recognition of changes in fair value immediately. The Company has also changed the method of recognizing gains and losses from deferral within a 10% corridor and amortization of gains outside this corridor over the future working careers of the participants to a deferral below a 5% corridor, immediate recognition within a 5-10% corridor and amortization of gains outside this corridor over the future working careers of the participants. The new method is preferable because, in the Company's situation, it produces results which more closely match current economic realities of the Company's retirement plan through the use of the current fair value of assets while still mitigating the impact of extreme gains and losses. As a result, the Company recorded an after- tax credit of $4.2 million, or $.022 diluted earnings per share, as the cumulative effect of a change in accounting principle. 12 (6) Business Combinations - During the current fiscal year, the Company paid approximately $27.7 million (including additional amounts payable, principally to former owners, of $2.8 million and the issuance of 257,468 shares of the Company's common stock valued at $8.4 million) to acquire 34 solid waste businesses, which were accounted for as purchases. In connection with these acquisitions, the Company recorded other liabilities of $0.9 million. The results of these business combinations are not material to the Company's consolidated results of operations or financial position. During the fiscal year ended September 30, 1998, the Company paid approximately $25.5 million (including additional amounts payable, principally to former owners, of $0.7 million and the issuance of 7,089 shares of the Company's common stock valued at $0.2 million) to acquire 30 solid waste businesses, which were accounted for as purchases. In connection with these acquisitions, the Company recorded additional interest -bearing indebtedness of $0.2 million and other liabilities of $1.5 million. The results of these business combinations were not material to the Company's consolidated results of operations or financial position. The results of all businesses acquired in fiscal years 1999 and 1998 have been included in the consolidated financial statements from the dates of acquisition. In allocating purchase price, the assets acquired and liabilities assumed in connection with the Company's acquisitions have been initially assigned and recorded based on preliminary estimates of fair value and may be revised as additional information concerning the valuation of such assets and liabilities becomes available. As a result, the financial information included in the Company's consolidated financial statements is subject to adjustment prospectively as subsequent revisions in estimates of fair value, if any, are necessary. 13 (7) Long -Term Debt - Long-term debt at March 31, 1999 and September 30, 1998, was as follows (in thousands): March 31, September 30, 1999 1998 Senior indebtedness: 6.10% Senior Notes, net of unamortized discount of $870 and $986 6.375% Senior Notes, net of unamortized discount of $1,286 and $1,360 7 7/8% Senior Notes, net of unamortized discount of $156 and $169 7.40% Debentures, net of unamortized discount of $1,697 and $1,720 9 1/4% Debentures Solid waste revenue bond obligations Other notes payable Commercial paper and short-term facilities to be refinanced Total long-term debt• Less current portion Long-term debt, net of current portion $ 155,819 $ 155,703 159,914 159,840 69,345 69,332 358,303 358,280 99,500 99,500 254,479 220,044 40,113 46,790 1,137,473 1,109,489 840,844 692,615 1,978,317 1,802,104 7,308 9,241 $1,971,009 $1,792,863 It is the Company's intention to refinance certain outstanding borrowings classified as long-term debt through the use of existing committed long-term bank credit agreements in the event that alternative long-term refinancing is not arranged. A summary of such outstanding borrowings classified as long-term debt as of March 31, 1999 and September 30, 1998 is as follows (amounts in thousands): 14 March 31, 1999 September 30, 1998 United States - Commercial paper $489,125 $590,676 Market Value Put Securities 251,329 -- Other 100,390 101,939 $840,844 $692,615 On January 15, 1999, the Company issued $250 million of Market Value Put Securities (" MVPs" ). The MVPs bear interest at 6.08% and are subject to a mandatory put on January 18, 2000. First Chicago Capital Markets, Inc. holds an option to remarket the MVPs on that date for an additional two-year term. Proceeds from the MVPs were used to repay a portion of the Company's commercial paper balances. As of March 31, 1999, distributions from retained earnings could not exceed $82 million under the most restrictive of the Company's net worth maintenance requirements. (8) Commitments and Contingencies - Legal Proceedings. The Company and certain subsidiaries are involved in various administrative matters or litigation, including personal injury and other civil actions, as well as other claims and disputes that could result in additional litigation or other adversary proceedings. While the final resolution of any matter may have an impact on the Company's consolidated financial results for a particular quarterly or annual reporting period, management believes that the ultimate disposition of these matters will not have a materially adverse effect upon the consolidated financial position of the Company. Environmental Proceedings. The Company and certain subsidiaries are involved in various environmental matters or proceedings, including original or renewal permit application proceedings in connection with the establishment, operation, expansion, closure and post -closure activities of certain landfill disposal facilities, and proceedings relating to governmental actions resulting from the involvement of various subsidiaries of the Company with certain waste sites (including Superfund sites), as well 15 as other matters or claims that could result in additional environmental proceedings. While the final resolution of any matter may the Company's consolidated financial results quarterly or annual reporting period, management ultimate disposition of these matters will not adverse effect upon the consolidated financial Company. (9) Proposed Merger with Allied have an impact on for a particular believes that the have a materially position of the On March 8, 1999, the Company and Allied announced that they had entered into a definitive merger agreement under which Allied will acquire the Company for $45 in cash for each outstanding share of the Company's common stock. The transaction is structured as a merger of the Company with a subsidiary of Allied and is subject to the approval of the Company's stockholders and other customary conditions. The Company and Allied are pursuing the necessary approvals. The merger agreement may be terminated and the merger may be abandoned under a number of conditions. If this were to occur, dependent upon the reasons for termination of the merger agreement, a termination fee of $225 million could be payable by the Company to Allied, receivable by the Company from Allied, or no fee may be payable. 16 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FORWARD -LOOKING STATEMENTS The following discussion and analysis of the Company's operations, financial performance and results includes statements that are not historical facts. Such statements are " forward -looking statements" (as defined in the Private Securities Litigation Reform Act of 1995) based on the Company's expectations and as such, these statements are subject to uncertainty and risk. These statements should be read in conjunction with the "Regulation", "Competition" and "Waste Disposal Risk Factors" sections of the Company's Annual Report on Form 10-K for the year ended September 30, 1998 ("the Form 10-K"), which describe many of the external factors that could cause the Company's actual results to differ materially from the Company's expectations. The Company's Form 10-K is on file with the U.S. Securities and Exchange Commission, a copy of which is available without charge upon written request to: Browning -Ferris Industries, Inc., P.O. Box 3151, Houston, Texas 77253, Attention: Assistant Corporate Secretary. RESULTS OF OPERATIONS Net income for the six months ended March 31, 1999, was $138.8 million ($.86 diluted earnings per share), on consolidated revenues of $2.079 billion. These results compare with net income for the first six months of fiscal 1998 of $169.5 million ($.90 diluted earnings per share) on consolidated revenues of $2.650 billion. Current year earnings per share amounts were affected favorably by the reduction in outstanding common shares under the Company's common stock repurchase initiative, offset to some extent by higher interest expense experienced as a result of these stock repurchases. The results for the first six months of fiscal 1999 were affected significantly by the sale of substantially all of the Company's operations outside of North America to SITA, a Paris -based subsidiary of Suez Lyonnaise des Eaux. The transaction was completed in March 1998. In exchange for these operations, the Company received $950 million in cash and an ownership interest of approximately 19.2% in ordinary shares of SITA. The results for the first six months of the year included special charges of $19.2 million, comprised of $10.0 million ($6.5 million, net of income tax) attributable to the completion of the previously 17 announced sale of certain business operations to Allied Waste Industries, Inc. (" Allied" ) in early April 1999 and $9.2 million of non -tax deductible investment banking, legal and other expenses recorded in the second quarter of fiscal 1999 related to the proposed merger of the Company with Allied. On March 8, 1999, the Company and Allied announced that they had entered into a definitive merger agreement under which Allied will acquire the Company for $45 in cash for each outstanding share of the Company's common stock. The transaction is structured as a merger of the Company with a subsidiary of Allied and is subject to the approval of the Company's stockholders and other customary conditions. The Company currently believes that the merger with Allied will occur during the third quarter of calendar 1999. In addition to the special charges, approximately $4.2 million of consulting fees were incurred in the second quarter of fiscal 1999 primarily related to the A.T. Kearney engagement discussed below. Further, equity in earnings of SITA (a loss of $700,000 for the second quarter) were $3.5 million lower than anticipated by the Company due to a number of charges recorded by SITA in connection with its yearend reporting. The results for the first six months of fiscal 1999 reflected increased revenue growth, excluding the impact of divestitures, from the first six months of last year despite a significant decline in recycling commodity prices between the periods. The year-to-date results were also favorably affected by reductions in certain cost components of cost of operations and, to a lesser extent, selling, general and administrative (" SG&A" ) expense under the Company's cost reduction program, announced in May 1998. The Company benefited from approximately $42 million of cost savings under this program in the first six months of fiscal 1999 as compared with the same period last year. Savings from changes made to employee health care benefits commenced in January 1999. These savings affect both costs of operations and SG&A expense. The Company continues to believe that the $80 million in annualized cost reductions for fiscal 1999, targeted when the program was initiated in May 1998, is achievable. The results for the first six months of fiscal 1999 were unfavorably affected by increased SG&A expense, including staffing, and depreciation expense associated with the implementation of the Company's SAP software system in January 1998 and the continued support of certain existing software systems not yet replaced. When the SAP system was implemented, the Company expected to realize benefits in purchasing costs and in its accounting and administrative support areas as certain modules were installed in the field operations in fiscal 1998. The Company is incurring the higher costs 18 of the new system, approximately $11 million in the first six months of fiscal 1999 over the same period of last year, but is not yet realizing the expected benefits. The implementation of the second phase of the SAP system continues to be delayed as the Company focuses on the resolution of issues related to the phase already implemented, including the modification of a number of business processes, and due to the pending merger with Allied. Modest benefits are expected to be realized in the last half of fiscal 1999. The Strategic Industry Development Committee of the Company's Board of Directors, together with management, engaged a consulting firm, A.T. Kearney, Inc., to conduct a comprehensive review of the Company's cost structure at both corporate headquarters and throughout field operations. The review, which began in early January 1999, was completed early in the third quarter of fiscal 1999, and focused upon the following six areas: 1. SAP - determining how the Company can best achieve the benefits from the SAP software system that justify the substantial investment of approximately $130 million. 2. Fleet management - optimizing purchasing and maintenance practices related to the Company's trucks and other transportation equipment. 3. Sourcing - determining how best to use the Company's size to leverage its purchasing practices in other areas in addition to fleet management. 4. Business model - reviewing the Company's organizational model to determine whether it is optimal for accomplishing the Company's objectives. S. Field operations - assisting in benchmarking more effectively, both internally and against competitors. 6. Change management - determining how the Company can execute change more effectively. The preliminary recommendations communicated to the Company as a result of the A.T. Kearney engagement were provided to Allied in connection with their offer to acquire the Company. The final report from the consultants, which was received subsequent to the announcement of the proposed merger, has also been provided to Allied. As a result of the pending merger with Allied, the Company is pursuing only those recommendations of the consulting firm that would not require significant changes or modifications to its existing business. 19 The following profitability ratios (shown as a percent of revenues) reflect certain profitability trends for the Company's operations. Also presented below are ratios of earnings to fixed charges and supplemental information. Six Months Ended Year Ended 3/31/99 3/31/98 9/30/98 Profitability margins: Income from operations 13.4% 13.4% 13.6% Income before income taxes, minority interest, extraordinary items and cumulative effects of changes in accounting principles 11.5% 11.7% 12.4% Net income 6.7% 6.4% 7.1% Ratio of earnings to fixed charges 3.46 3.59 3.81 Supplemental Information (1) : Income from operations before special charges (credits), net 14.4% 12.6% 13.2% Net income before special charges (credits), extraordinary items and cumulative effects of changes in accounting principles 7.4% 6.3% 7.1% Ratio of earnings to fixed charges before special charges (credits), net 3.66 3.40 3.71 (1) Amounts provided supplementally are measures of financial performance that are not in conformity with generally accepted accounting principles because certain items of income (expense) have been excluded. This supplemental information has been provided because we understand that such information is used by certain investors when analyzing the Company's financial condition and performance. Profitability margins were affected negatively in the first six months of fiscal 1999 by special charges of $19.2 million associated with the loss from the divestiture of certain business operations to Allied and by investment banking, legal and other expenses related to the proposed merger with Allied. For the first six months of fiscal 1998, profitability margins were affected favorably by special credits of $21.5 million, principally related to the sale of substantially all of the Company's international operations to SITA. Excluding special charges and credits, profitability margins for the first six months of 20 fiscal 1999 were affected favorably by the divestiture of the Company's international operations in March 1998. Increased landfill volumes and cost reduction efforts were also key drivers of improved margin performance. Expenses included in cost of operations and SG&A expense were reduced approximately $42 million in the first six months of fiscal 1999 compared with the same period last year due to actions taken under the Company's cost reduction program that was announced in May 1998. These cost reduction benefits were offset partially by increased expenses of approximately $11 million associated with the implementation of the Company's SAP software system in January 1998 and the continued support of certain existing software systems not yet replaced, as well as approximately $4.2 million of consulting fees incurred in the second quarter of fiscal 1999, primarily related to the A.T. Kearney engagement. Profitability in the recycling business was affected negatively in the first six months of the current year compared with the same period last year by lower weighted average commodity prices. The weighted average market prices for recycling commodities in North America, principally corrugated, office paper and newspaper, declined to approximately $56 per ton for the first six months of the current year from approximately $70 per ton for the comparable period last year. The Company's goals and actions in fiscal 1999 continue to align the Company's performance with its stockholders' interests. The fiscal 1999 milestones compared with actual performance for the first six months of fiscal year 1999 are as follows: Fiscal First Six Fiscal 1999 Months of 1998 Milestone Fiscal 1999 Actual SG&A as a percent of revenues Operating profit margin Revenue growth (3) Return on Gross Assets - Year-to-date basis Annualized basis 12.2% 14.7% 3.5% 13.8% 12.6% 14.4% (2) 4.7% 6.68% 13.36% (2) 12.3% (1) 13.3% (1) (2) 2.1% 13.5% (1) (2) (1) Excluding severance costs of $5.2 million ($3.1 million, after tax) incurred in the third quarter of fiscal 1998. (2) Excluding special charges (credits), net. (3) Revenue growth from price, volume and acquisitions, excluding the effects of divestitures and foreign 21 currency exchange; in fiscal 1999, also excludes the effects of buy/sell agreements. The Company expects to exceed its fiscal 1999 revenue growth and operating profit margin milestones and to meet its SG&A as a percent of revenues and ROGA milestones barring any significant changes in reporting of progress against these goals due to the pending merger with Allied. The Company's goals and objectives continue to emphasize growth with success measured by cash flow and return on gross assets. Return on gross assets ("ROGA"), although not a measure of financial performance under generally accepted accounting principles, is a measurement utilized by the Company which represents the quotient of operating cash flow divided by average gross assets, where operating cash flow and gross assets are defined generally as follows: Operating cash flow - the sum of (i) net income before extraordinary items and cumulative effects of changes in accounting principles, (ii) minority interest, (iii) interest expense, net of related income tax benefit, (iv) depreciation and amortization expense and (v) asset impairment writedowns (e.g. special charges in fiscal years 1996, 1997 and 1999). Special credits have also been excluded for purposes of this computation. Gross assets - the sum of total assets, accumulated depreciation and amortization, and asset impairment writedowns (until such assets are sold or otherwise disposed of -- approximately $47 million and $42 million at March 31, 1999 and December 31, 1998, respectively) less the sum of (i) current liabilities, net of interest -bearing indebtedness included therein, (ii) noncurrent accrued environmental and landfill costs associated with the continuing operations of the Company (approximately $308 million and $307 million at March 31, 1999, and December 31, 1998, respectively) and (iii) deferred income tax liabilities. Gross assets in the ROGA computations for the first six months of a fiscal year is the average of the applicable beginning of year and end of first and second quarter amounts; gross assets for a fiscal year is the average of the applicable five quarter -end amounts in the period. Total assets decreased slightly from $5.00 billion at September 30, 1998 to $4.93 billion at March 31, 1999. Average gross assets were 22 approximately $5.95 billion in the computation of ROGA. Gross assets at March 31, 1999 were $6.02 billion compared with $5.90 billion at September 30, 1998. EBITDA (defined herein as income from operations plus depreciation and amortization expense before considering special charges or credits) was $503 million for the first six months of fiscal 1999 as compared with $594 million for the first six months of last year. The current year decline in EBITDA is principally attributable to the Company's divestiture of its international operations in March 1998. North American EBITDA was $483 million for the first six months of fiscal 1998. EBITDA, which is not a measure of financial performance under generally accepted accounting principles, is included in this discussion because the Company understands that such information is used by certain investors when analyzing the Company's financial condition and performance. Due to the sale of substantially all of the Company's international operations to SITA in March 1998, supplemental information comparing operating results for the first six months of the prior year for North America and the total Company with the operating results for the first six months of fiscal 1999 is presented below. Six Months Ended March 31, 1998 North Total 1999 America Company (in thousands) Revenues $2,078,623 $2,017,493 Cost of operations 1,314,628 1,284,705 Selling, general and administrative expense 261,170 249,999 Depreciation and amortization expense 204,513 197,830 Special charges (credits), net 19,183 (3,545) Income from operations $2,650,459 1,735,275 321,616 258,642 (21,464) $ 279,129 $ 288,504 $ 356,390 23 Revenues - Revenues for the six months ended March 31, 1999, were $2.079 billion, a 21.6% decrease from the same period last year. The following table reflects total revenues of the Company by each of the principal lines of business (dollar amounts in thousands): Six Months Ended 3/31/99 3/31/98 Change North American Operations (including Canada) - Collection Services - Solid Waste Transfer and Disposal - Solid Waste Unaffiliated customers Affiliated companies Recycling Services Medical Waste Services Services Group and Other Elimination of affiliated companies' revenues Total North American Operations International Operations Total Company $1,425,909 $1,354,369 5.3 % 282,750 264,961 6.7 % 291,578 256,796 13.5 % 574,328 521,757 10.1 % 215,036 241,799 (11.1)% 100,600 98,694 1.9 % 54,328 57,670 (5.8)% (291,578) (256,796) 13.5 % 2,078,623 2,017,493 3.0 % 632,966 (100.0)% $2,078,623 $2,650,459 (21.6)% As the table below reflects, lower revenues for the six months ended March 31, 1999, were due principally to the decline related to the divestiture of business operations. The reduction due to the sale of the Company's international operations accounted for 95% of the decline due to divestitures. 24 Changes in Revenue for Six Months Ended March 31, 1999 1998 Price (0.9)% 1.4 % Volume 4.6 (1.4) Acquisitions 1.1 1.9 Divestitures (26.2) (8.2) Foreign currency translation (0.2) (2.6) Total Percentage Change (21.6)% (8.9)% In addition to divestitures, revenues declined due to price, driven by the decline in the weighted average market price of recycling commodities from $70 per ton for the first six months of fiscal 1998 to $56 per ton for the first half of fiscal 1999. This decline in revenues due to price in the recycling business was offset partially by improved pricing in the Company's transfer and disposal and medical waste business operations. The improved pricing in the transfer and disposal business in the first quarter of fiscal 1999 was partially offset by decreased revenues due to price in the second quarter of the current year. The increase in revenues due to volume resulted from increased volumes in the Company's collection business and, to a lesser extent, landfill and recycling businesses. Increased volumes are the result of strong new business activity in a continuing strong economy and increased sales by the Company's national accounts organization, driven by increased demand by national and regional customers for a single waste services company capable of handling their needs from a centralized location. Additional growth in revenues was attributable to acquisitions consummated since the second quarter of last year. In order to achieve greater internal revenue growth, the Company named marketplace revenue managers during the second and third quarters of fiscal 1998 and redeployed 175 additional outside sales personnel in various markets, as deemed appropriate, in order to generate additional new business. The Company also has implemented more aggressive price increases in certain customer segments and marketplaces and is competitively pricing business in general business and small container government contract work to maintain route density. The Company has also continued to exercise pricing discipline on municipal contracts. Although the Company lost more of this work during fiscal 1998 than contemplated, in fiscal 1999 the Company has fewer municipal contracts to be rebid and has seen an improvement in 25 the municipal contract pricing environment overall. Lastly, the Company continues to pursue additional third party volumes via reciprocal waste disposal agreements with other companies. Cost of Operations - Cost of operations, which excludes depreciation and amortization expense, decreased $421 million or 24.2% for the first six months of fiscal 1999, compared with the same period of the prior year. This decrease in cost of operations is largely attributable to the sale of the Company's international operations in March 1998 and the Company's cost reduction program implemented in May 1998. As a result of the cost reduction program, the Company has reduced its costs through facility and functional consolidations, closures of operating facilities, reduced employee benefits and, where appropriate, after careful review, a reduction in supervisory and administrative support personnel. These decreases in cost of operations were offset partially by increased costs associated with acquisitions and volume growth, principally in the core collection and transfer and disposal businesses. Selling, General and Administrative Expense - SG&A expense, which excludes depreciation and amortization expense, decreased $60 million for the first six months of fiscal 1999, a decrease of 18.8% from the same period last year. The decrease in SG&A expense was driven largely by the impact of the sale of international operations in March 1998 and the Company's cost reduction program implemented in May 1998, including savings from changes made to employee health care benefits effective January 1, 1999. This decrease was offset partially by an increase in SG&A expense due to (i) approximately $4.2 million of consulting fees incurred in the second quarter of fiscal 1999 primarily related to the A.T. Kearney engagement, (ii) acquisitions and volume growth and (iii) an increase of approximately $8 million related to implementation of the Company's SAP software system and the continued support of certain existing systems not yet replaced. Depreciation and Amortization Expense - Depreciation and amortization expense decreased $54 million for the first six months of fiscal 1999, a decrease of 20.9% from the same period last year. The decrease in depreciation and amortization expense was driven principally by the impact of the sale of international operations in March 1998. Depreciation and amortization expense in North America was favorably affected in the current year as a result of the Company's concerted efforts to improve compaction at 26 its landfills throughout North America. The Company has utilized larger compactors and employed best operating practices during the past two years-, and confirmed actual improved compaction experience at its landfills during the first quarter of fiscal 1999 through review of data obtained from routine annual flyovers. The increased compaction supports lower unit of production amortization rates in the first quarter and into the future. The reduction in landfill depreciation and amortization expense was more than offset by increased depreciation and amortization expense related to implementation of the Company's SAP software system in January 1998 and depreciation of leased equipment purchased in the fourth quarter of fiscal 1998. Net Interest Expense - Net interest expense decreased $12.5 million or 17.3% for the first six months of fiscal 1999 compared with the same period of the prior year as a result of the decrease in average debt outstanding between the periods. The decrease was driven principally by the reduction in debt, primarily in Germany, as a result of the sale of the Company's international operations in March 1998. The increase in debt as a result of the Company's common stock repurchase program which commenced in the first quarter of fiscal 1998 was offset by the utilization of cash proceeds of $950 million from the sale of the Company's international operations in March 1998 and cash proceeds of $409.7 million received in exchange for approximately 11.5 million shares of the Company's common stock in June 1998. Equity in Earnings of Unconsolidated Affiliates - Equity in earnings of unconsolidated affiliates decreased $5.4 million for the first six months of fiscal 1999 compared with the same period of the prior year primarily due to a reduction in earnings of unconsolidated foreign affiliates as a result of the sale of the Company's international operations in March 1998. This decrease has been largely offset by the equity in earnings of SITA since the international operations were sold. However, the Company's portion of SITA's results of operations for the second quarter of fiscal 1999, which was a loss of $.7 million, was $3.5 million lower than anticipated by the Company due to a number of charges recorded by SITA in connection with its yearend reporting. The year-to-date equity in earnings of SITA was reduced, accordingly, to approximately $2.5 million. The increase in earnings from the Company's waste -to -energy equity affiliates for the first half of fiscal 1999 was largely offset by decreased equity in earnings resulting from significantly reduced volumes at an Illinois landfill, operated by a 50% -owned affiliate of the Company, which is approaching full capacity. 27 Minority Interest in Income of Consolidated Subsidiaries - The decrease in minority interest in income of consolidated subsidiaries for the first six months of fiscal 1999 compared with the same period of last year was due to the sale of the Company's international operations in March 1998. Cumulative Effects of Changes in Accounting Principles - On November 20, 1997, the FASB's Emerging Issues Task Force issued EITF No. 97-13, a consensus ruling requiring that certain business process reengineering costs typically capitalized by companies be expensed as incurred. The ruling further required that previously capitalized costs of this nature be written off as a cumulative effect of a change in accounting principle in the quarter containing November 20, 1997. The Company had previously capitalized these types of costs in connection with its SAP software implementation project. As a result, the Company recorded an after-tax charge of $13.8 million or $.073 diluted earnings per share in the first quarter of fiscal 1998 as the cumulative effect of a change in accounting principle. During the second quarter of fiscal 1998, the Company changed its method of accounting for recognition of value changes in its employee retirement plan for purposes of determining annual expense under SFAS No. 87 - " Employers' Accounting for Pensions" , effective October 1, 1997. The Company changed its method of calculating the value of assets of its plan from a calculation which recognized changes in fair value of assets over five years to recognition of changes in fair value immediately. The Company also changed the method of recognizing gains and losses from deferral within a 10% corridor and amortization of gains outside this corridor over the future working careers of the participants to a deferral below a 5% corridor, immediate recognition within a 5-10% corridor and amortization of gains outside this corridor over the future working careers of the participants. The new method is preferable because, in the Company's situation, it produces results which more closely match current economic realities of the Company's retirement plan through the use of the current fair value of assets while still mitigating the impact of extreme gains and losses. As a result, the Company recorded an after-tax credit of $4.2 million, or $.022 diluted earnings per share, during the second quarter of fiscal 1998 as the cumulative effect of a change in accounting principle. 28 YEAR 2000 READINESS DISCLOSURE Many computer software systems, as well as certain hardware and equipment utilizing date -sensitive information, were configured to use a two -digit date field, which may preclude them from properly recognizing dates in the year 2000. The inability to properly recognize date -sensitive information in the year 2000 could render systems inoperable or cause them to incorrectly process operational or financial information. In addition, machinery and equipment often use, or are controlled or monitored by, electronic devices that contain embedded microchips. Such machinery and equipment could be rendered partially or totally inoperable if embedded microchips are date -sensitive and do not properly recognize the year 2000. State of Readiness - In fiscal 1995, the Company initiated a project, in the ordinary course of business, to implement the SAP suite of business systems software (which is year 2000 compliant) to replace essentially all of its existing business systems. The first phase of this project, which was completed in 1998, replaced approximately 45% of the existing business systems of the Company. Since the remainder of the SAP implementation was not scheduled to be completed before January 2000, the Company commenced a Year 2000 Project to ensure the compliance of remaining legacy computer systems. The Year 2000 Project was divided into three phases and includes both Information Technology (" I.T." ) and non-I.T. systems. I.T. systems include the Company's central business systems that support all operations, all networks used to connect business locations, desktop systems and specific systems for the Company's business segments. Non-I.T. systems include process control systems, time clocks and building, telephone and other systems. In late 1998, the Company also initiated a process to (i) identify critical supplier and customer -related issues, (ii) assess the year 2000 readiness of equipment located at all of its operating facilities and (iii) determine what contingency plans may be required. The following is the completion status of the three phases: 29 Phase 1 - Overall Planning and Strategy - Includes establishing a Year 2000 Steering Committee and Project Management Office, as well as documenting the scope of work, involving appropriate Company personnel, and the inventorying of systems. (Timeframe -- I.T.: January - June 1997, Non-I.T.: June 1998 - December 1999) Phase 2 - Implementation of Plan - Includes software code modifications, software package upgrades and testing of the Company's central business systems, inventorying and querying suppliers concerning their year 2000 readiness, and evaluating and, where necessary, initiating correction of field systems and equipment containing embedded processors for year 2000 compliance. (Timeframe -- I.T.: June 1997 - June 1999, Non-I.T.: June 1998 - December 1999) Phase 3 - Final Testing, Contingency Planning and Replacement of Field Systems - Includes final remediation, replacement and testing of critical I.T. and non-I.T. systems, as well as contingency planning. (Timeframe -- I.T.: January - July 1999, Non-I.T.: April - December 1999) Completion Status Phase 1 Phase 2(A) Phase 3(A) I.T. Systems Complete. Substantially complete. Full completion expected by 6/1/99. Substantially complete. Expected completion by 7/1/99. Non-I.T. Systems Complete. More than 50% complete. Full completion expected by 12/1/99. Partially complete. Expected completion by 12/1/99. (A) The ability of the Company to complete these phases is dependent in part on the outcome of the merger with Allied and subsequent decisions made by Allied management concerning the future use of the Company's existing systems. 30 The estimated time of completion of the Company's year 2000 program and compliance efforts, and the expenses related to the Company's year 2000 compliance efforts are based upon management's best estimates, which were based on assumptions of future events, including the availability of certain resources, third party modification plans and other factors. There can be no assurances that these results and estimates will be achieved, and the actual results could materially differ from those anticipated. Specific factors that might cause such material differences include, but are not limited to, the availability of personnel trained in this area and the ability to locate and correct all relevant computer codes or other date -sensitive devices. Risk of Year 2000 Issues - The Company has requested from its principal suppliers and services providers written assurance that they will be year 2000 compliant. The majority of these suppliers have responded favorably and follow-up continues with the remaining suppliers. No significant supplier problems have been discovered to date. There can be no assurances that the systems or products of third parties, which the Company relies upon, will be timely converted or that a failure by a third party, or a conversion that is incompatible with the Company's systems, would not have a material adverse effect on the Company. The Company does not expect any material disruption in operation or losses in revenue due to year 2000 problems with Z.T. or non-I.T. systems. For the Company's critical I.T. systems, a battery power back up and diesel power generator are in place to provide continuous electrical power in our central computer center, if the need arises. In addition, fuel inventories for all equipment and critical equipment spare parts will be closely managed and stocked to maximize target levels at yearend. Cost to Address Year 2000 Issues - The total cost of year 2000 work since inception in 1997 is expected to be in the range of $5 to $10 million. Of this, approximately $4 million has been spent to date, including approximately $3.5 million related to remediation expense with the remaining $.5 million related to replacement capital. 31 Cash from the operating activities of the Company will fund the costs for year 2000 replacement and remediation work. These costs are not expected -to exceed 5% of the fiscal year 1999 I.T. budget. No I.T. projects have been deferred due to year 2000 efforts. Contingency Plans - Contingency plans include the stockpiling of critical part supplies and fuel, as well as sharing of parts and fuel inventories between districts in close proximity to each other, if necessary. Potential power outages are being mitigated through the implementation of standby power generator equipment for critical functions such as the central computer center and landfill gate operations. The Company has not developed contingency plans related to all uncertainties relative to its Year 2000 Plan. LIQUIDITY AND CAPITAL RESOURCES The Company had a working capital deficit of $57.8 million at September 30, 1998, compared with a deficit of $59.3 million at March 31, 1999. Over the long term, it continues to be the Company's desire to maintain substantial available commitments under bank credit agreements or other financial agreements to finance short-term capital requirements in excess of internally generated cash while minimizing working capital. During the first' six months of fiscal 1999, the Company had repurchased an additional 6.0 million shares of its common stock at a cost of approximately $181 million. As of March 31, 1999, approximately $2.19 billion of the authorized $2.25 billion common stock repurchase program had been completed. The share repurchase program has been discontinued due to the pending merger with Allied. On January 15, 1999, the Company issued $250 million of Market Value Put Securities (" MVPs" ). The MVPs bear interest at 6.08% and are subject to a mandatory put on January 18, 2000. First Chicago Capital Markets, Inc. holds an option to remarket the MVPs on that date for an additional two-year term. Proceeds from the MVPs were used to repay a portion of the Company's commercial paper balances. Long-term indebtedness including the current portion of long-term debt as a percentage of total capitalization was 60% as of March 31, 1999 and 56% at September 30, 1998. 32 The capital appropriations budget for fiscal 1999 was established at $600 million to provide for normal replacement requirements, new assets to support planned revenue growth within all consolidated businesses and corporate market development activities. This is a slight increase from the $560 million level of capital expenditures in fiscal 1998 and is reflective of the continued emphasis on internal rather than external growth. Capital expenditures through March 31, 1999 were approximately $291 million, including acquisitions. As previously discussed, the Company and Allied have entered into a definitive merger agreement under which Allied will acquire the Company. (See Note 9 of Notes to Consolidated Financial Statements.) Assuming this transaction closes as anticipated, the ratings on the Company's outstanding debt would likely drop to below investment grade, in accordance with the ratings of Allied, on the transaction closing date. Although the Company is not in a position to predict the impact that the transaction will have on the liquidity or capital resources available to the Company subsequent to the transaction date, the Company expects that Allied will make the necessary arrangements to deal with the ongoing liquidity and capital resource needs of the Company assuming that the proposed merger transaction is consummated. As of March 31, 1999, there have been no significant changes in balance sheet caption amounts compared with September 30, 1998, and there have been no material changes in the Company's financial condition from that reported at September 30, 1998, except as disclosed herein. 33 PART II. - OTHER INFORMATION Item 1. Legal Proceedings The Company and certain subsidiaries are involved in various administrative matters or litigation, including original or renewal permit application proceedings in connection with the establishment, operation, expansion, closure and post -closure activities of certain landfill disposal facilities, environmental proceedings relating to governmental actions resulting from the involvement of various subsidiaries of the Company with certain waste sites (including Superfund sites), personal injury and other civil actions, as well as other claims and disputes that could result in additional litigation or other adversary proceedings. While the final resolution of any such litigation or such other matters may have an impact on the Company's consolidated financial results for a particular quarterly or annual reporting period, management believes that the ultimate disposition of such litigation or such other matters will not have a materially adverse effect upon the consolidated financial position of the Company. Item 4. Submission of Matters to Vote of Security Holders On March 3, 1999, the Company held its Annual Meeting of Stockholders to vote on the election of three directors to serve for three-year terms. William D. Ruckelshaus received 127,920,517 votes and 19,200,976 votes were withheld; Bruce E. Ranck received 127,961,677 votes and 19,159,816 votes were withheld; and Gerald Grinstein received 128,130,110 votes and 18,991,383 votes were withheld. There were no broker nonvotes presented at the 1999 Annual Meeting of Stockholders. 23985 34 Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: 12. Computation of Ratio of Earnings to Fixed Charges of Browning -Ferris Industries, Inc. and Subsidiaries. 27. Financial Data Schedule. (b) Reports on Form 8-K: A Report on Form 8-K dated March 15, 1999 was filed pursuant to "Item 5. Other Events," whereby the Company filed (I) the Agreement and Plan of Merger, dated as of March 7, 1999 (the "Merger Agreement") among the Company, Allied Waste Industries, Inc. ("Allied Waste") and AWIN I Acquisition Corporation, pursuant to which AWIN I Acquisition Corporation, a newly formed wholly owned subsidiary of Allied Waste, will be merged with and into the Company, and (2) the joint press release dated March 8, 1999, announcing the entering into the Merger Agreement. 23985 35 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BROWNING -FERRIS INDUSTRIES, INC. (Company) Is/ Bruce E. Ranck Bruce E. Ranck President and Chief Executive Officer /s/ Jeffrey E. Curtiss Jeffrey E. Curtiss Senior Vice President and Chief Financial Officer Date: May 13, 1999 23965 36 Exhibit 12 BROWNING -FERRIS INDUSTRIES, INC. AND SUBSIDIARIES Computation of Ratio of Earnings to Fixed Charges (Unaudited) (Dollar Amounts in Thousands) Six Months Ended March 31, 1999 1998 Earnings Available for Fixed Charges: Income before minority interest, extraordinary item and cumulative effects of changes in accounting principles Income taxes $141,297 97,771 $185,545 123,697 Income before income taxes, minority interest, extraordinary item and cumulative effects of changes in accounting principles 239,068 309,242 Consolidated interest expense 60,644 75,549 Interest expense related to proportionate share of 50% owned unconsolidated affiliates 16,646 15,935 Portion of rents representing the interest factor 14,047 21,057 Less -Undistributed earnings of affiliates less than 50% owned 2,690 443 Total $327,715 $421,340 Fixed Charges: Consolidated interest expense and interest costs capitalized $ 64,090 $ 80,489 Interest expense and interest costs capitalized related to proportionate share of 50% owned unconsolidated affiliates 16,646 15,935 Portion of rents representing the interest factor 14,047 21,057 Total $ 94,783 $117,481 Ratio of Earnings to Fixed Charges 3.46(1) 3.59(2) (1) Excluding the effects of the special charges of $19.2 million, the ratio of earnings to fixed charges is 3.66. (2) Excluding the effects of the special credits of $21.5 million, the ratio of earnings to fixed charges is 3.40. II Prospective Contractor Proposal for Services DESCRIPTION OF SERVICES Vrllagr Council Jar I. Rump, Mayor Gregory C. Han, Yrr Mayor Scarf Bus Martha Fdca-Le6n Broucek Alan H. Fein Mortimer Fried Robert Oldakowski Village Mawr, C 5amud Kruingor VILLAGE OF KEY BISCAYNE Office of the Village Manager July 13, 1999 Ms. Jeanmarie M. Massa Manager, Marketing/Government Services BFI 3840 N.W. 37 Ct Miami, Florida 33142 4,/ Re: Key Biscayne RFP dated July 1, 1999 .Solid Waste Collection, Transportation and Disposal. Dear Ms. Massa: Enclosed for your records and information is a copy of the minutes of the Pre -Proposal Conference held on July 8 with respect to the subject RFP. Pursuant to the matters brought up at the Conference, we are in the process of creating a separate RFP for disaster debris clearing services and we are seeking to provide additional information with respect to the quantity of waste involved. We will keep you informed on these matters as soon and as completely as possible. Sincerely, Peter Kory RFP Coordinator 85 West McIntyre Street • Key Biscayne, Florida 33149 • (305) 365.5500 • Fax (305) 365.8936 MISSION ,,TATF.MFNT: ..Tor,CN1nF. A SAFE. QUALITY COMMUNITY ENVIRONMENT FOR ALL I.LANOERS TM/OUCH NLSIoNsrBLr. GOVERNMENT' VILLAGE OF KEY BISCAYNE M tNUTES Pre -Proposal Conference July 8, 1999 Solid Waste RFP Dated July 1, 1999 Present: C. Samuel Kissinger, Village Manager; Armando Nunez, Public Works; James DeCocq, Assistant to Village Manager; Ana de Varona, Administrative Assistant to Village Manager; Peter Kory, RFP Coordinator; Jeanmarie M. Massa, Manager Marketing/Govermental Service BFI; George Agramonte, Waste Management; Mame Davis, Site Manager, Waste Management; Jason Neal, Municipal Services Representative, Waste Management. The Pre -Proposal Conference was convened at 10:00 AM in the Council Chambers and the meeting was officially called to order at 10:15 AM tc provide an opportunity for latecomers to arrive. It was formally stated that failure to attend the pre -proposal conference would disqualify prospective Contractors from participation in the sel,nion process. Next, the Village stated that the purposes of the pre -proposal conference was to facilitate the preparation of Proposals and to answer questions the prospective Contractors may have with respect to the RFP. The organization of the RFP was presented and the need to review and understand both the RFP and the form of Agreement prospective Contractors were expected to sign, was emphasized with the latter taking precedence over the former in the event of conflict.. The July 17th "cut-off" date beyond which no changes to RFP or Agreement would be considered was cited. It was pointed out that a listing of prior or current clients would not be practical for very large companies that operate nationally and internatiznally, such as Waste Management for example. It was further pointed out that the requirenr:nt to provide such listing would duplicate the same requirement for projects similar those for which the Village is seeking Contractors. It was concluded that the fourth paragraph in Section II A., beginning with the words: "Preference will be given... " should be eliminated. Paragraph 12.2 of the Agreement Titled "Invoices", makes reference to the deduction of a Francl Fee from "each payment to Contractor." This language is in error as the Agreement does not call payment of Franchise Fees, at ti is hereby eliminated. A substantial amount of discussion focused on the quantity of waste generated by Key Biscayne and the importance of that information in the ability to respond to the RFP. The Village indicated that it would revisit and seek further details for the 1996 and 1997 years and provide quantity numbers for 1998 within one week. In connection with the required "Complaint Line", it was noted that the RFP should clarify the fact that the Collection Information Telephone Number will be attended by the Contractor and not the Village as stated in the Agreement Form (Attachment VI). Furthermore, it was indicated that the physical location of the telephone attendant need not be in the Village and that an out-of-town operator provided by Contractor would be acceptable. The question of ownership of the Recycling Bins was raised. If the bins are owned by the Village, the successor Contractor need not replace them as the prior contractor would leave them in place. For thew purpot a of this RFP it should be assumed that the Village owns the bins. This does not in any wa} modify the bin replacement requirement in the Agreement but affect the start of operations by the Contractor selected under this RFP. The Village's concerns with respect to emergency debris clean up during the various phases of hurricanes and other disastrous or severe weather events were discussed at some length. It was concluded that the Village would solicit separate and discreet Proposals for such services from interested Prospective Contractors responding to the July 1, 1999 RFP (i.e. The "Solid Waste Collection, Transportation and Disposal" RFP) as well as from other experienced Contractors interested in providing this particular service.. The meeting was adjourned at 1120 AM THESE MINUTES, REFLECT MINOR CHANGES IN THE RFP. AS SUCH THEY CLARIFY AND MODIFY THE RFP AND THUS MAY BE USED ACCORDINGLY IN THE PREPARATION OF PROPOSALS. 2 RESOLUTION NO. 99-28 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA; AUTHORIZING THE VILLAGE MANAGER TO ISSUE A REQUEST FOR PROPOSALS (RFP) FOR PURPOSES OF SOLICITING BIDS FROM SOLID WASTE HAULERS; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Village's existing contract with a solid waste hauler will expire in December, 1999; and WHEREAS, the bid and negotiation process requires a substantial amount of time; and NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA AS FOLLOWS: Section I. That the Village Manager is directed to issue a Request for Proposals for purposes of soliciting bids from solid waste haulers. Section 2. That the Village Manager shall review the bids and recommend a company to the Village Council who shall make the final selection. Section 3. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 20th day of April , 1999. RASCO ar CONCHITA H. ALVAREZ, CMC, VILLAGE C APPROVED AS TO FORM AND LEGAL SUFFICIEN RICH JAY WEISS, VILLAGE ATTORNEY 2000 BULKY WASTE PICKUP SCHEDULE 2000 BULKY WASTE COLLECTION SCHEDULE 2000 SMTWTFS SMTWTFS SMTWTFS SMTWTFS January February March April 30 31 1 1 2 3 4 5 1 2 3 4 30 1 2 3 4 5 6 7 8 6 7 8 9 10 11 12 5 6 7 8 9 10 11 2 3 4 5 6 7 8 9 10 11 12 13 14 15 13 14 15 16 17 18 19 12 13 14 15 16 17 18 9 10 11 12 13 14 15 16 17 18 19 20 21 22 20 21 22 23 24 25 26 19 20 21 22 23 24 25 16 17 18 19 20 21 22 23 24 25 26 27 28 29 27 28 29 26 27 28 29 30 31 23 24 25 26 27 28 29 May June July August 1 2 3 4 5 6 1 2 3 3031 1 1 2 3 4 5 7 8 9 10 11 12 13 4 5 6 7 8 910 2 3 4 5 6 7 8 6 7 8 9 10 11 12 14 15 16 17 18 19 20 11 12 13 14 15 16 17 9 10 11 12 13 14 15 13 14 15 16 17 18 19 21 22 23 24 25 26 27 18 19 20 21 22 23 24 16 17 18 19 20 21 22 20 21 22 23 24 25 26 28 29 30 31 25 26 27 28 29 30 23 24 25 26 27 28 29 27 28 29 30 31 September October November December 1 2 1 2 3 4 5 6 7 1 2 3 4 31 1 2 3 4 5 6 7 8 9 8 9 10 11 12 13 14 5 6 7 8 9 10 11 3 4 5 6 7 8 9 10 11 12 13 14 15 16 15 16 17 18.19 20 21 12 13 14 15 16 17 18 10 11 12 13 14 15 16 17 18 19 20 21 22 23 22 23 24 25 26 27 28 19 20 21 22 23 24 25 17 18 19 20 21 22 23 24 25 26 27 28 29 30 29 30 31 26 27 28 29 30 24 25 26 27 28 29 30 © 1998 Franklin Covey Co. Printed in the U.S.A. Original —Classic LIST OF EQUIPMENT TO PROVIDE SERVICES Regular Service Equipment: One (1) Recycling Truck One (1) Rear Load Commercial Truck Bulky Waste Collection Equipment One (1) Clam Truck One (1) Open Truck One (1) Rear Load Commercial Truck ATTACHMENT III 1. Mack Sales of South Florida (truck parts and equipment) Alfredo Penas 883-8506 2. Rechtein International (truck parts and equipment) Rick Rechtein 888-0111 3. HESCO Sales (containers) Sam Essein 597-0243 4. Piper Industries (recycling bins) Scot Hawley 800-438-0764 5. Lynn Strickland (tires) Kathy 635-8116 DISASTER PREPAREDNESS PROGRAM HURRICANE DISASTER PLAN FOR THE VILLAGE OF KEY BISCAYNE DADE COUNTY DISTRICT BROWNING -FERRIS WASTE SYSTEMS OF NORTH AMERICA, INC. WITH SO MANY COMMUNITIES IN THE STATE OF FLORIDA AS WELL AS OUR NEIGHBORS TO THE NORTH OF US, GEORGIA, SOUTH CAROLINA, NORTH CAROLINA AND ALABAMA HAVING A VAST AMOUNT OF COAST, LINE BFI HAS DEVELOPED THE TEAM TO RESPOND TO CERTAIN DISASTERS. THIS WAS AN IDEA BORN OUT OF THE DISASTROUS HURRICANE ANDREW THAT CREATED SO MUCH DAMAGE AND LOSSES IN THE SOUTH FLORIDA AREA. BFI HAS THE QUALIFIED PERSONNEL AND EQUIPMENT TO REACT QUICKLY IN THESE SITUATIONS. THIS ALLOWS THE MUNICIPALITIES TO GET BACK ON LINE AND FUNCTIONING FOR THEIR CITIZENS WITH THE MINIMUM AMOUNT OF DISRUPTION AS POSSIBLE. THIS TEAM IS HEADED UP BY MR. DAN PAVONE WHO WAS THE COORDINATOR FOR THE ATTWOODS COMPANY DURING THE HURRICANE ANDREW STORM. MR. PAVONE WAS ABLE TO PUT TOGETHER A SYSTEM THAT PLAYED A MAJOR ROLE IN THE CLEANUP PROCESS. UNDER THE TEAM LEADERSHIP OF MR. PAVONE, BFI HAS THE ABILITY TO ADDRESS MAJOR ISSUES THAT PLAY A PART IN A CLEAN UP PROCESS WHEN A DISASTER STRIKES. THESE ISSUES CAN BE OVERWHELMING TO ONE WHO HAS NOT DEALT ON THIS LEVEL BEFORE, SUCH AS. 1. FEMA REPORTING 2. LOG SHEETS THAT COINCIDE WITH DUMP TICKETS & SCALE WEIGHT. 3. ASSIGNING NUMBERS TO EACH TRUCK - SHOW CAPACITY BY YARDAGE. (FEMA&COUNTY) 4. MEDALLIONS ASSIGNED BY AGENCY. (COUNTY OR FEMA) 5. TRACKING DEBRIS SO AS NOT TO MIX WITH DEBRIS FROM OTHER SITES, DUMP AT ASSIGNED LANDFILL ONLY. 6. ASSURE CITY/COUNTY THAT HOURLY WAGES PAID SET BY FEMA. 7. KEEP RECORDS OF LIENS BY SUB -CONTRACTORS. 8. CONTROL LIST OF ALL SUB - CONTRACTORS BEING USED BY BF1 SUB- CONTRACTORS. 9. PROJECT MANAGER MANAGEMENT SO THAT ALL INFORMATION IS FUNNELED THROUGH THAT PERSON. 10. COORDINATE WEEKLY MEETINGS WITH THE MUNICIPALITIES SO AS TO KEEP THEM INFORMED. II. COORDINATED THE USE OF PROPER EQUIPMENT AND SPECIAL EQUIPMENT TO MINIMIZE ADDITIONAL DAMAGE TO THE ROAD WAYS. 12. COORDINATED THE REQUIREMENT OF PORTABLE TOILETS AT ALL SITES. 13. TAKING AND RECORDING OF PICTURES OF ALL SITES, BEFORE DURING AND AFTER. 14. MAGNETIC SIGNS FOR ALL VEHICLES. 15. OVERSEE CHAIN SAW CREWS THAT ARE REQUIRED. 16. STUMP REMOVAL WHICH IS VERY EXPENSIVE MUST HAVE SUPERVISION. 17. OVERSEE AND MANAGE THE GRADER WORK AFTER COMPLETION. 18. REMEDIATION WORK -SAND, FILL, ROCK ETC. THIS ALSO IS VERY COSTLY. 19. COMMUNICATIONS AND PORTABLE PHONES MUST BE COORDINATED AND ARE A MUST. 20. THIS WORK MUST GO ON TWENTY FOUR (24) HOURS PER DAY SO PORTABLE LIGHTS ARE A MUST AND HAS TO BE COORDINATED. THE BFI DISASTER PREPAREDNESS TEAM CONSISTS OF: DAN PAVONE AS PROJECT OVERSEER. PROJECT MANAGER SITE MANAGER COMPLIANCE/SAFETY OFFICER COMPTROLLER, WITH COMPUTER PERSONNEL FLAGMEN COURIER (FOR TRANSPORTING LOG SHEETS, DAILY TICKETS ETC.) DRIVERS. MANAGER FOR THE SUB -CONTRACTORS THE RECORD KEEPING FOR ONE OF THESE OPERATIONS IS EXTREMELY IMPORTANT AND ALL ENTRIES MUST HAVE SUPPORT DOCUMENTATION, PROPERLY SIGNED BY ALL PARTIES, I.E., DRIVER, SUPERVISOR, LANDFILL OPERATOR, ETC. THIS MUST BE HANDLED PROPERLY BECAUSE FEMA WILL EVENTUALLY CHECK ALL PAPER WORK AND RECORDS FOR PROPER PAYMENT. PRESENTLY, THERE IS IN EXCESS OF 800 TRUCKS SERVICING THE STATE OF FLORIDA. THIS EXPERIENCED TEAM IS IN PLACE AT BFI AND CAN BE ACTIVATED IMMEDIATELY TO SERVE DURING TIMES OF A DISASTER. TABLE OF CONTENTS SECTION DESCRIPTION I. PLAN OVERVIEW IL OPERATION PLAN EMERGENCY RESPONSE TEAM III. CONTRACT FORM IV. VEHICLE SAMPLE TICKET V. DAILY LOG SHEET VI. ORGANIZATIONAL CHART VII. JOB DESCRIPTION VIII. SUB -CONTRACTOR DATA FORM IX. SUB -CONTRACTOR WORK ORDER CONTRACT X. SUB -CONTRACTOR PARTIAL RELEASE FORM XI. SUB -CONTRACTOR FINAL RELEASE FORM XII. FINAL PHASE XIII. REFERENCE LETTERS I. PLAN OVERVIEW SITE CLEANUP Site cleanup will be accomplished in a controlled and site prioritized manner to optimize equipment, personnel and city requirements. Upon completion of final debris removal, each site will be presented to the City for final inspection. MANAGEMENT INFORMATION SYSTEMS The Management Information System for material handling includes a computer system providing all information required by local, state and governmental agency's. Any reporting requirement by the City will be furnished by the system. This provides the following benefits: Accurate Reporting Timely Reporting Format Acceptable by City Detailed financial/tonnage report Driver control forms Landfill disposal forms COURIER POSITION Courier will accumulate all (previous days) driver takes tickets from field supervisors and scale attendants at landfill site. He/she will also pick up log sheets maintained by each field supervisor at each site. Prior to noon, all tickets/logs will be turned over to controller for MIS input. Controller/staff to verify all ticket/logs are correct and accounted for. HANDLING, COLLECTION AND DISPOSAL PLAN Includes handling, collection and disposal of debris to designated, agreed upon, disposal site of both parties. Fast mobilization/equipment placement High disposal capacity Minimization of overall impact to community Administrative acceptance of cost information Controlling overhead costs to a minimum FEMA approved system Loading and Hauling from Various Sites Equipment will be mobilized to designated sites to load mixed trash, clean yard trash, debris, etc. into large volume capacity vehicles. Loading equipment will depend upon the type of materials located at each site. At each site, supervisors will ensure safety procedures, traffic control and site clean-up. Areas will be kept free of debris and litter to insure a safe "working area". Quality control personnel shall be available when site/area requires monitoring. When sub -contractors are utilized, only registered and certified firms will be allowed on designated sites. Equipment shall be properly marked with assigned and approved medallions. A hauling ticket will be given to each driver as he departs the site. This multi -part form will include site organization, type material, truck numbers, required signatures, and any pertinent information required for approval. A copy of each ticket will remain with a city employee for eventual matchup of delivered material at dump site. SITE DESIGNATION BFI and City will coordinate to designate the priority and order of clean-up. II. OPERATION PLAN EMERGENCY RESPONSE TEAM OPERATION PLAN EMERGENCY RESPONSE TEAM 1. FORMULATE TEAM The following description summarizes the components of BFI's Operation Plan dealing with disasters. One person from each District along the coast to head up respective area. A list of personnel with zone leaders, responsibilities, phone numbers, etc. 2. RESPONSIBILITIES Lead person to form a team within their district to be on call prior to disaster. A. Each member to call on each City/County, etc. in their District with plan - price - equipment list, available subcontractors, minority groups - available on a day's notice. B. Pricing schedules should be in hand from all sources of subs, etc., with letters of intent/contracts on file at BFI. C. Preliminary contracts/agreements signed with City / Counties, agency's etc. D. Staging areas should be pre -assigned by each City. E. Housing facilities listed in neighboring communities that may/can be used for out of town subs. F. Establish where debris will be disposed, if any costs are involved, get exact distances and routing to each site. G. Agencies to be visited in Washington, D.C. 1. FEMA 2. U.S. Corps of Engineers 3. U.S. Army 4. U.S. Coast Guard H. List registered minority subs in county, names, registry I. Assure agency's of your accessibility. J. Maps with key locations/landmarks so out of town drivers may locate zones/areas/streets (due to street signs/lights being down). K. All personnel must have portable phones. L. Proper ID for drivers/trucks to travel through area. M. ID tags to visit FEMA and other agencies. N. Identify additional manpower and equipment. 0. Identify local headquarters. P. Set up team to sit on each agency (daily) to receive contracts/bids - get to know the local players. Q. Contact farmers/land owners for use of their land as stash site/burn site or transfer site. Short term contracts i.e., 6 months to 1 year. Allow for remediation work clean up. R. Set up paperwork control. All agencies will audit. Payment not received without proper backup. S. Weekly meetings with heads of agencies. Keep every- one abreast of changes and progressions of program. T. Be aware of opportunists and price gouging. Your field people must be alert at all times. U. Important to keep record of start date, completion and when remediation approval signed. V. Maintain monthly data sheet on rainfall (NOAA). This will justify load variations (for future problems with FEMA). Can be attained by U.S. Weather Bureau. W. Certificate of Insurance required by Subs. Note: 1. As stock pile decreases, tonnage was heavier due to compression of loaders. 2. REF Q - abandoned airports - college campuses -nursery's - rock quarry - large property Realtors - farmers. 3. Once site is designated for stock piling/transfer site, take pictures to show water in area. Pick up large holes in place - voids in elevation. FEMA will come back later and try to discredit your invoicing. Such as your subs trying to dig holes to add tonnage to loads, or they want you to purchase fill to remedial ground to level. 4. Allow extra time for traffic conditions - best to make runs at night - early morning. CONTRACT FORM CONTRACT THIS AGREEMENT made this _ day of ,19 ,ad. between , a Florida municipal corporation, hereinafter called the City, which term shall include its successors and assign, party of the one part, and Browning -Ferris Waste Systems of North America 2380 College Avenue Davie, Florida 33317 hereinafter called the Contractor, which term shall include its heirs, successors and assigns, party of the other part. WITNESSETH that the said Contractor for the consideration and compensation herein agreed to be paid and the said City in consideration of the construction of improvements to be done by said Contractor and designated "HAULING AND REMOVAL OF DEBRIS FROM VARIOUS SITES THROUGHOUT THE CITY OF by said City, do hereby mutually agree as follows: WHEREAS, the City has determined that it is necessary to establish a contract for the purpose of hauling and removal of debris removed from the public streets, property and rights -of -way as a result of " ", and WHEREAS, the Contractor hereby agrees to perform the debris hauling and removal for in the attached contract documents and in accordance with the terms and conditions contained herein. NOW THEREFORE, for and in consideration of the mutual covenants herein contracted, the City of and Contractor do hereby mutually agree as follows: SECTION ONE: Terms City hereby contracts with Contractor to haul and remove hurricane debris from various sites throughout the City of , as specified herein upon the terms and conditions hereinafter stated for the period starting 19 until services are no longer needed. SECTION TWO: contract Documents This Agreement shall include the following documents which are attached hereto and incorporated by reference: Exhibit A: General Conditions Exhibit B: Scope of Work Exhibit C: Insurance Requirement and Checklist SECTION THREE: Scope of Services Contractor shall haul and remove debris from various sites throughout the City of , as described in this Agreement and in the attached exhibits in a professional and timely manner. SECTION FOUR: Compliance by Contractor Contractor shall comply with all Federal, State and local laws, ordinances, rules and regulations of any authorities, including but not limited to, any laws, regulations, or rules relating to the Federal Emergency Management Agency (FEMA) throughout the duration of this Agreement. The Contractor shall be responsible for compliance with any such law, ordinance, rule or regulation, and shall hold City harmless and indemnify same in the event of non-compliance. The Contractor specifically agrees to conduct its business in accordance with all FEMA rules and regulations. The Contractor shall comply with FEMA's rules and regulation(s) requiring the Contractor to give first priority to utilizing resources in the Disaster Area, including but not limited to, procuring supplies and equipment, awarding subcontracts, and employing workmen. The Contractor specifically warrants and represents that it is not on any FEMA list of debarred contractors. The Contractor agrees to abide by he requirements under Federal Executive Order Number 11246, as amended, including specifically the provisions of the equal opportunity clause. SECTION FIVE: Contractor's Warranties and Representatives Contractor shall be compensated for debris removal and hauling at the following rate: $ per cubic yard/or $ per ton. Contractor shall submit weekly invoices, in duplicate. Invoices shall indicate the truck ticket numbers which are included in the amount billed. These tickets will be matched with the City's copies and any discrepancies will be brought to the Contractor's attention. All such invoices will be paid promptly (within approximately ten (10) days by the City unless any items therein are questioned, in which event payment will be withheld pending verification of he amount claimed and the validity of the claim. Contractor shall provide complete cooperation during any such investigation. Invoices shall be submitted to the following: SECTION SEVEN: Retention of Records The Contractor agrees to maintain for three years from the date of final payment and until all other pending matters are closed under this contract, all books, documents, papers and records pertinent to this contract. The Contractor agrees to provide to the City of , the federal grantor agency, the Comptroller General of the United States, FEMA, or any of their duly authorized representatives access to such books, documents, papers, and records for the purpose of examining, auditing and copying them. The Contractor further agrees to include these provisions in any subcontracts issued by him in connection with this contract. SECTION EIGHT: State and Local Taxes Except as otherwise provided, contract prices shall include all applicable state and local taxes. If Contractor is a business with its primary place of business outside of the State of Florida, it specifically agrees to comply with the requirements of Florida laws. In the event that Contractor fails to comply with any tax laws of Florida and the City of incurs penalties, interest or tax as a result, Contractor shall indemnify City for the same ( including costs and expenses related thereto). SECTION NINE: Independent Contractor Contractor is an independent contractor and shall not be deemed the agent or employee of the City of for any purpose whatsoever. Contractor shall not hold himself out as an employee of the City of , and shall have no power or authority to bind or obligate the City of in any manner, except the City shall make payment to Contractor for services and expenses, as herein provided. Contractor shall obtain and maintain all licenses and permits required by law for performance of this contract by him/her or his/her employees, agents, and servants. Contractor shall be liable for and pay all taxes required by local, State or Federal governments, including but not limited to Social Security, workman's compensation, Employment Security, and any other taxes and licenses or insurance premiums required by law. No employee benefits of any kind shall be paid by the City of to or for the benefit of Contractor or his employees, agents, and servants by reason of this contract. SECTION TEN: insurance requirements Contractor shall maintain insurance as set forth in Exhibit "C", Insurance Requirements and Checklist, which are incorporated herein by reference. SECTION ELEVEN: Assignment Contractor shall not have the right to assign this Contract nor to allow any individual to undertake any of the duties provided herein without the written permission of the City Manager. SECTION TWELVE: Termination This Agreement may be terminated by the City of upon forty-eight (48) hours advance notice to the Contractor; but if any work or service hereunder is in progress, but not completed as of the date of termination, then this contract may be extended upon written approval of the City until said work or services are completed and accepted. City may terminate upon less than forty-eight(48) hours notice in the event that Contractor has not remedied matters complained of by City within two (2) days as provided in the Exhibits attached hereto. SECTION THIRTEEN: Gratuities and Kickbacks Gratuities_ It shall be unethical for any person to offer, give or agree to give any employee or former employee, or for any employee or former employee to solicit, demand, accept, or agree to accept from another person a gratuity or an offer of employment in connection with any decision, approval, disapproval, recommendation, preparation or any part of program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing, or in any other advisory capacity in any proceeding or application, request for ruling, determination, claim or controversy, or other particular matter pertaining to any program requirement of a contract or subcontract, or to any solicitation or proposal therefore. Kickbacks: It shall be unethical for any payment, gratuity, or offer of employment to be made by or on behalf of a subcontractor under a contract to the prime contractor, or to hire any subcontractor or any person associated therewith, as an inducement for the award of a subcontract or order. SECTION FOURTEEN: Modification The City Manager has the right to modify this contract when said modification is in the best interests of the City, provided however, Contractor is given written notice of any such modification and City is responsible for paying Contractor for any additional expenses incurred by Contractor which relate to said modification. Subject to the above, Contractor is obligated to perform the revised contract when so directed by the Purchasing Agent. Contract fees or prices will be equitably adjusted where an issued change order so demands. No claim by contractor for an adjustment hereunder shall be allowed if asserted after final payment under this contract. SECTION FIFTEEN- Default of Contract Failure to satisfactorily perform the services required by this Agreement will be grounds for the City to declare the Contractor in default and terminate this contract, provided, however, Contractor has been provided two (2) days to cure any default. SECTION SIXTEEN: Controlling law The laws of Florida shall govern this Agreement. All litigation arising under said contract shall be litigated only in non jury hearing in the Circuit Court within County, Florida. The prevailing party shall be entitled to attorneys' fees and the cost of said litigation. SECTION SEVENTEEN: J, imitation of City's Liability The City desires to enter into this Agreement only if in so doing the City can place a limit on the City's liability for any cause of action for money damages due to an alleged breach by the City of this Agreement, so that its liability for any such breach never exceeds the sum of Ten Thousand Dollars and no/100 ($10,000.00). Contractor hereby expresses its willingness to enter into this Agreement with Contractor's recovery from the City for any damage action for breach of contract to be limited to a maximum amount of $10,000.00. Accordingly, and notwithstanding any other term or condition of this Agreement, Contractor hereby agrees that the City shall not be liable to the Contractor for damages in an amount in excess of $10,000.00 for any action or claim for breach of contract arising out of the performance or non-performance of any obligations imposed upon the City by this Agreement. Nothing contained in this paragraph or elsewhere in this Agreement is in any way intended to be a waiver of the limitation placed upon City's liability as set forth in Florida Statutes, Section 768.28. SECTION EIGHTEEN: Arbitration Any controversy or claim for money damages arising out of or relating to his Agreement, or the breach hereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and the arbitration award shall be final and binding upon the parties hereto and subject to no appeal, and shall deal with the question of the costs of arbitration and all matters related thereto. In that regard, the parties shall mutually select one arbitrator, but to the extent the parties cannot agree upon the arbitrator, then the American Arbitration Association shall appoint one. Judgment upon the award rendered may be entered into any court having jurisdiction, or application may be made to such court for an order of enforcement. Any controversy or claim other than a controversy or claim for money damages arising out of or relating to this Agreement, or the breach hereof, including any controversy or claim relating to the right to eviction or ejectment shall be settled by litigation and not arbitration. SECTION NINETEEN: Entire Contract This Contract constitutes the entire understanding and agreement between the parties hereto and supersedes all prior and contemporaneous written and oral agreements between the parties and their predecessors in interest regarding the subject matter of this Contract. The Contract may not be changed, altered, amended, modified, or terminated orally, except as specifically provided, and any such change, alteration, amendment or modifications must be in writing and executed by the parties hereto. SECTION TWENTY: Notices Whenever any provisions of this Contract requires the giving of written notice, it shall be deemed to have been validly given if delivered by person or by registered mail to the following: IN WITNESS WHEREOF, the parties executed this Contract under their several seals the day and year first written above. CITY OF Contractor By: By: (Authorized Corporate Officer) City Manager ATTEST: Title City Clerk EXHIBIT "A" GENERAL CONDITIONS 1. As per FEMA regulations, the Contractor shall give first priority to utilizing resources in the disaster area, including but not limited to, procuring supplies and equipment, awarding subcontracts, and employing workman. 2. The Contractor shall furnish and pay the cost, including sales tax and all other applicable taxes and fees, of all he necessary materials and shall furnish and pay for all the superintendent, labor, tools, equipment and transportation and perform all work required for the hauling and removal of the debris in strict accordance with this contract, and any amendments thereto and such supplemental plans and specifications which may hereafter be approved. 3. In the event the City is dissatisfied with the progress or performance of the work in accordance with the standard of work set forth in the Agreement, the City shall given the Contractor written notice in which the Owner shall specify in detail the cause of dissatisfaction. Should the Contractor fail or refuse to remedy the matters complained of within two (2) days after the written notice is received by the Contractor, Contractor shall be deemed in default of this Agreement, and shall be paid only for such work as has been completed prior to default. 4. The City will withhold $1,000 as liquidated damages from the amount payable to the Contractor for each calendar day that the Contractor is in default after the two(2) day remedy period allowed in Item #3 immediately above. 5. The actual performance of work and superintendence shall be performed by the Contractor but he City shall, at all times, have access to the premises for the purpose of observing or inspecting the work performed by the Contractor. 6. The Contractor shall not sublet this work without the written consent of the City. 7. The Contractor shall have full responsibility under this contract for any subcontractors. 8. In any case, where there is a matter of opinion concerning any portion of the specifications, work methods, work to be accomplished, or any other matter concerning this Contract, the final decision shall be that of the City. 9. Payment shall be made to the Contractor upon acceptance by the City of all work required hereunder and compliance by the Contractor with all the terms and conditions of this Agreement to he satisfaction of the City. Payments shall be made in arrears, and final payment shall be made after Lien Release Form is completed and returned to the City. 10. Certificates of Insurance acceptable to the City shall be filed with he Owner prior to commencement of the work. These Certificates shall contain a provision that coverage's afforded under the policies will not be canceled unless at least thirty (30) days prior written notice has been given to the City. 11. The Contractor shall procure and maintain, at the Contractor's own expense, during the Contract time, insurance as per the requirements in Exhibit "C". EXHIBIT "B" SCOPE OF WORK Contractor shall be fully responsible for disposing of debris removed from City of and must comply with all rules and regulations of the State of Florida as apply to the disposal of debris. Contractor shall cooperate with and allow any inspections of the worksite by agencies or representatives of he City, the State or FEMA. Specifically, these representatives may inspect the site and advise the site operator if the site poses any safety risk. The scope of work shall include: Pick-up of debris throughout the City of in zones as assigned by the City. Pick-up and clearing of all assigned zones, including all debris such as stumps, logs, leaves, etc., in a continuous sequence, leaving the area only after accepted by City inspector. Provide all equipment, tools, and personnel necessary to finish the work in a timely manner. Contractor shall perform all work necessary in a continuous sequence. EXHIBIT "C" INSURANCE REQUIREMENTS See Insurance Check List for applicability to this contract. A. The Contractor shall be responsible for his/her work and every part thereof, and for all materials, tools, appliances and property of every description, used in connection with this particular project. He/she shall specifically and distinctly assume, and does so assume, all risks of damage or injury to property or persons used or employed on or in connection with the work and of all damage or injury to any person or property wherever located, resulting from any action or operation under the contract or in connection with the work. It is understood and agreed that at all times the contractor is acting as an independent contractor. b. The Contractor, at all times during the full duration of work under this contract, including extra work in connection with this project shall meet the following requirements: 1. Maintain Worker's Compensation and Employer's Liability Insurance to meet the statutory requirements of the State of Florida. 2. Maintain Comprehensive General Liability Insurance in amounts prescribed by the City (see checklist for limits) to protect the contractor in the interest of the City against all risks of injury to persons (including death) or damage to property wherever located resulting from any action or operation under the contract or in connection with the work. This policy is to provide coverage for premises/operations, independent contractor, broad form property damage, products/completed operations and contractual liability. 3. Maintain Automobile Liability Insurance including Property Damage covering all owned, non -owned or hired automobiles and equipment used in connection with the work. 4. Maintain any additional coverage's required by the Risk Manager as indicated on the Insurance Check List. 5. Name the City of as an additional insured on all liability policies required by this contract. When naming the City of as an additional insured onto your policies, the insurance companies hereby agree and will endorse the policies to state that the City will not be liable for the payment of any premiums or assessments. 6. No change or cancellation in insurance shall be made without thirty (30) days written notice to the City of Risk Manager. 7. All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida and these companies must have a rating of at least B+: VI or better per Best's Key Rating Guide, latest edition. 8. Original signed Certificates of Insurance, evidencing such coverage's and endorsements as required herein, shall be filed with and approved by the City of Risk Manager before work is started. The certificate must state Bid Number and Title. Upon expiration of the required insurance, the contractor must submit updated certificates of insurance for as long a period as any work is still in progress. 9. It is understood and agreed that all policies of insurance provided by the Contractor are primary coverage to any insurance or self-insurance the City of possesses that may appl6y to a loss resulting from the work performed in this contract. c. The liability insurance coverage shall extend to and include the following contractual indemnity and hold harmless agreement: "The Contractor hereby agrees to indemnify and hold harmless the City of , a municipal corporation, its officers, agents and employees from all claims for bodily injuries to the public in and up to he amount of $1,000,000.00 for each occurrence per the insurance requirement under the specifications including costs of investigation, all expenses of litigation, including reasonable attorneys fees and the cost of appeals arising out of any such claims or suits because of any and all acts of omission or commission of any by the contractor, his/her agents, servants, or employees or through the mere existence of the project under contract. The foregoing indemnity agreement shall apply to any and all claims and suits other than claims and suits arising out of the sole and exclusive negligence of the City of its officers, agents and employees, as determined by a court of competent jurisdiction. 1. The Contractor will notify his/her insurance agent without delay of he existence of the Hold Harmless Agreement contained within this contract, and furnish a copy of the Hold Harmless Agreement to the insurance agent and carrier. 2. The Contractor will obtain and maintain contractual liability insurance in adequate limits for the sole purpose of protecting the City of under the Hold Harmless Agreement from any and all claims arising out of this contractual operation. D. All policies issued to cover the insurance requirements herein shall provide full coverage from the first dollar of exposure. No deductibles will be allowed in any policies issued on this contract unless specific safeguards have been established to assure an adequate fund for payment of deductibles by the insured and approved by the City's Risk Manager. E. The Contractor will secure and maintain policies of subcontractors. All policies shall be made available to he City upon demand. Compliance by the Contractor and all subcontractors with the foregoing requirements as to carrying insurance and furnishing copies of the insurance policies shall not relieve the Contractor and all subcontractors of their liabilities and obligations under any Section or provisions of this Contract. Contractor shall be as fully responsible to the City for the acts and omissions of the subcontractor and of persons employed by them as he/she is for acts and omissions of persons directly employed by him/her. F. Insurance coverage required in these specifications shall be in force throughout he contract term. Should any awardee fail to provide acceptable evidence of current insurance within seven days of receipt of written notice at any time during the contract term, the City shall have the right to consider the contract breached and justifying the termination thereof. G. If bidder does not meet the insurance requirements of the specifications; alternate insurance coverage, satisfactory to the Risk Manager, may be considered. H. It is understood and agreed that the inclusion of more than one insured under these policies shall not restrict the coverage provided by these policies for one insured hereunder with respect to a liability claim or suit by another insured hereunder or an employee of such other insured and that with respect to claims against any insured hereunder, other insured hereunder shall be considered members of the public; but the provisions of this Cross Liability clause shall apply only with respect to liability arising out of the ownership, maintenance, use, occupancy or repair of such portions of the premises insured hereunder as are not reserved for the exclusive use of occupancy of the insured against whom claim is made or suit is filed. IV. VEHICLE SAMPLE TICKET BFI SAMPLE TICKET TICKET NO. TRUCK NO. DATE: TIME: ACCOUNT NO: CU.YD.: BILL TO: NAME: ADDRESS: ORIGINATION: DESTINATION: MIXED TRASH IN TON: GROSS: TARE: NET: SIGNATURE: $ TOTAL V. DAILY LOG SHEET 1)AILX LOG SHEET CONTRACTORS NAME: LOADING SITE DATE: DAY No: Truck Dade Co. Cubic Yd flours Average Total Number Number Capacity Trips Worked Destination Tons/Load Tons ERAGES: DAILY TONNAGE TOTAL: I.oG5lU .Ur ONMARY REPO. TICKET REPt c- 70-C1.01 'a _ 1IA. C.- ly: vn - ,, I2 RA ,.Ln. ic, Ar RIGINATION S..r:: ALL, ALL�DATES�~ vf. AULER CODE • ALL ESTINATION SITE: ALL CUBIC YD NUMBER POUNDS / AVERAGE CAPACITY OF UNITS CO YARDS TONS/LOAD ORIG 12/11/92 TOTALS: 1 TOTS 57.00 .00 .00 .00 ORIG 12/12/92 TOTALS: 3 TOTS 196.00 .00 .00 .00 ORIG 12/17/92 TOTALS: 1 TOTS 20.00 .00 .00 .00 ORIG 12/18/92 TOTALS: 8 TOTS 420.00 .00 .00 .00 ORIG 12/19/92 TOTALS: 4 TOTS 209.00 .00 .00 .00 ORIG 12/21/92 TOTALS: 11 TOTS 588.00 .00 .00 .00 ORIG 12/22/92 TOTALS: 7 TOTS 379.00 .00 .00 .00 ORIG 12/23/92 TOTALS: 2 TOTS 80.00 .00 .00 .00 t.:::G t4:iC, '1', ,LL: . TOTS 13:;.00 .JJ .O0 .i.:0 ORIG 12/29/92 TOTALS: 4 TOTS 221.00 .00 .00 .00 ORIG 12/30/92 TOTALS: 6 TOTS 428.00 .00 .00 .00 ORIG 1/02/93 TOTALS: 10 TOTS 603.00 .00 .00 .00 ORIG 1/04/93 TOTALS: 16 TOTS 1021.00 .00 .00 .00 ORIG 1/05/93 TOTALS: 19 TOTS 1124.00 .00 .00 .00 °RIG 1/06/93 TOTALS: 13 TOTS 666.00 .00 .00 .00 ORIG 1/07/93 TOTALS: 19 TOTS 904.00 .00 .00 .00 ORIG 1/08/93 TOTALS: 7 TOTS 378.00 .00 .00 .00 ORIG 1/09/93 TOTALS: 4 TOTS 285.00 .00 .00 .00 ORIG 1/11/93 TOTALS: 13 TOTS 640.00 .00 .00 .00 ORIG 1/12/93 TOTALS: 12 TOTS 678.00 .00 .00 .00 ORIG 1/13/93 TOTALS: 7 TOTS 383.00 .00 .00 .00 ORIG 1/14/93 TOTALS: 8 TOTS 524.00 .00 .00 .00 ORIG 1/15/93 TOTALS: 3 TOTS 165.00 .00 .00 .00 ORIG 1/16/93 TOTALS: 2 TOTS 80.00 .00 .00 .00 ORIG 1/17/93 TOTALS: 1 TOTS 30.00 .00 .00 .00 ORIG 1/18/93 TOTALS: 4 TOTS 214.00 .00 .00 .00 3/04/95 UMHARY REPO. TICKET REP' 3/04/9 c0- TO 029 :Nnii "S 0;-G7.63 O 2-Hn3 2 ,'1OtV 0 _.___ _ ......_.� _ _._. _ •�.�3:� RIGINATION S..E: ALL. ALL DATES AOLER CODE • ALL ESTINATION SITE: ALL CUBIC YD CAPACITY ORIG 1/19/93 TOTALS: 7 TOTS 340.00 ORIG 1/20/93 TOTALS: 10 TOTS 369.00 ORIC 1/21/93 TOTALS: 4 TOTS 188.00 ORIG 1/22/93 TOTALS: 5 TOTS 223.00 ORIC 1/23/93 TOTALS: 6 TOTS 303.00 ORIG 1/24/93 TOTALS: 1 TOTS 20.00 ORIG 1/25/93 TOTALS: 1 TKTS 41.00 ORIC 1/27/93 TOTALS: 6 TOTS 390.00 4.... , '1'r.'TS ORIC 1/29/93 TOTALS: 2 TKTS 101.00 ORIG 1/30/93 TOTALS: 1 TOTS 90.00 ORIG 2/02/93 TOTALS: 1 TKTS 100.00 ORIG 2/04/93 TOTALS: 1 TOTS 38.00 ORIC 2/05/93 TOTALS: 2 TKTS 120.00 ORIG 2/06/93 TOTALS: 2 TOTS 160.00 ORIC 2/07/93 TOTALS: 2 TKTS 138.00 EST SITE 901 TOTALS: 242 TOTS 13220.00 ORIG 12/18/92 TOTALS: 1 TOTS 45.00 ORIC 12/21/92 TOTALS: 1 TOTS 40.00 ORIC 12/22/92 TOTALS: 1 TOTS 20.00 ORIG 12/28/92 TOTALS: 1 TKTS 50.00 ORIG 12/30/92 TOTALS: 1 TOTS 50.00 ORIG 1/07/93 TOTALS: 2 TOTS 108.00 ORIG 1/08/93 TOTALS: 3 TOTS 215.00 ORIG 1/09/93 TOTALS: 2 TKTS 60.00 ORIG 1/14/93 TOTALS: 3 TOTS 142.00 NUMBER OF UNITS POUNDS / AVERAGE CU YARDS TONS/LOAD .00 .00 .00 .00 .00 .00 .00 .00 .00 .00 .00 .00 .00 .00 .00 .00 .00 .00 .00 .00 .00 .00 .00 .00 .4. .1.4 .G .00 .00 .00 .00 .00 .00 .00 .00 .00 .00 .00 .03 .00 .00 .00 .00 .00 .00 .00 .00 .00 .00 - .00 .00 .00 .00 .00 .00 .00 .00 .00 .00 .00 .00 .00 .00 .00 .00 .00 .00 .00 .00 .00 .00 .00 .00 .00 .00 .00 .00 .00 C 560 HURRICANE C. I PAGE 3 _ 3/01/93 UXMARY REP‘ TICKET REPi .._. _.._. _ g:�3:,, TI-CK2ri'--81tE:71IN4.7 .'1Y>::�.- K'iG:--D;.i2--8AULOB.--2R �:.:•--'-- -.. ,RIGINATION SITE: ALL, ALL DATES RULER CODE • ALL -ESTINATION SITE: ALL CUBIC YD RUBBER POUNDS / AVERAGE CAPACITY OF UNITS CU YARDS TONS/LOAD ORIG 1/15/93 TOTALS: 2 TKTS 155.00 .00 .0'0 .00 ORIG 1/18/93 TOTALS: 2 TKTS 105.00 .00 .00 .00 ORIG 1/19/93 TOTALS: 1 TKTS 40.00 .00 .00 .00 ORIG 1/20/93 TOTALS: 2 TITS 70.00 .00 .00 .00 ORIG 1/21/93 TOTALS: 2 TKTS 68.00 .00 .00 .00 ORIG 1/22/93 TOTALS: 4 TKTS 98.00 .00 .00 .00 ORIG 1/23/93 TOTALS: 3 TKTS 80.00 .00 .00 .00 ORIG 1/25/93 TOTALS: 5 TKTS 120.00 .00 .00 .00 1,0 .00 .00 ORIG 1/27/93 TOTALS: 15 TKTS 529.00 .00 .00 .00 ORIG 1/28/93 TOTALS: 7 TKTS 238.00 .00 .00 .00 ORIG 1/29/93 TOTALS: 3 TKTS 88.00 .00 .00 .00 ORIG 1/30/93 TOTALS: 3 TKTS 80.00 .00 .00 .00 ORIG 2/01/93 TOTALS: 2 TKTS 130.00 .00 .00 .00 0020 2/02/93 TOTALS: 1 TKTS 50.00 .00 .00 .00 ORIG 2/03/93 TOTALS: 1 TKTS 20.00 .00 .00 .00 ORIG 2/04/93 TOTALS: 1 TKTS 30.00 .00 .00 .00 ORIG 2/05/93 TOTALS: 1 TKTS 100.00 .00 .00 .00 ORIG 2/06/93 TOTALS: 5 TKTS 260.00 .00 .00 .00 ORIG 2/07/93 TOTALS: 1 TKTS 20.00 .00 .00 .00 DEST SITE 902 TOTALS: 90 TKTS 3467.00 .00 .00 .00 TOTALS: 332 TICKETS 16687.00 .00 .00 .00 VI. ORGANIZATIONAL CHART Organizational Chart Hugh Dillingham Sr. V.P. Processing and Disposal David Peters Div. V.P. Landfill Market Dev. James John Dowland Barnard Div. V.P. Market Engineer Landfill Market Dev. Areas 6 and 7 John Spegal Market Vice Pres. Area VII. Florida Landfill Project Manager Adam Harold Mathews Watson District V.P. AVP Post Collection. FL Jim Sage Facility Manager VII. JOB DESCRIPTION JOB DESCRIPTION RESPONSE MANAGER Exposure to all facets of rapid development of people and equipment. Each Response Manager has worked with Federal, state and local Regulatory Agencies which will assist in overall cleanup operations. The Response Manager has the responsibility and authority to mobilize people and equipment to provide emergency response services defined in this contract. FOREMAN Each Foreman will be responsible for the day to day management of people and equipment. They will deliver work order descriptions to the field workers and ensure that all aspects of the cleanup are done efficiently and safely. FIELD CLERK These people are responsible for general office duties. The job description for this category of employee is no different from the normal responsibilities for this position under normal conditions. LABORER This category of employee will provide general labor support during field operations at an emergency response cleanup. Job duties are identical to work performed by these employees on a day-to- day basis. EQIJIPMENT OPERATOR All operators are trained and can safely and proficiently operate heavy equipment. Each employee has had proper OSHA training and is issued and will wear Personal Protective Equipment. MECHANIC Provides general maintenance and small/minor repairs on equipment TRUCK DRIVER All truck drivers are trained and can safely and proficiently operate large trucks. Each employee has had proper OSHA training and has a CD license and is issued and will wear Personal Protective Equipment. VIII. SUB -CONTRACTOR DATA FORM SUBCONTRACTOR DATA Company Name: Address: City: State Zip Code: Phone: Fax: Contact Person: Mobile/Beeper EQUIPMENT LIST 100 yd. trailers 60-75yd. trailers 35-50 trailers 20-35 yd. trailers low boys Other Payloaders Clambuckets Graders Backhoes Tub Grinders Chippers Bulldozers Cherry Pickers Light Stations Generators Electric Saws JOB DESCRIPTION RESPONSE MANAGER Exposure to all facets of rapid development of people and equipment. Each Response Manager has worked with Federal, state and local Regulatory Agencies which will assist in overall cleanup operations. The Response Manager has the responsibility and authority to mobilize people and equipment to provide emergency response services defined in this contract. FOREMAN Each Foreman will be responsible for the day to day management of people and equipment. They will deliver work order descriptions to the field workers and ensure that all aspects of the cleanup are done efficiently and safely. FIELD CLERK These people are responsible for general office duties. The job description for this category of employee is no different from the normal responsibilities for this position under normal conditions. LABORER This category of employee will provide general labor support during field operations at an emergency response cleanup. Job duties are identical to work performed by these employees on a day-to- day basis. EQUIPMENT OPERATOR All operators are trained and can safely and proficiently operate heavy equipment. Each employee has had proper OSHA training and is issued and will wear Personal Protective Equipment. MECHANIC Provides general maintenance and small/minor repairs on equipment TRUCK DRIVER All truck drivers are trained and can safely and proficiently operate large trucks. Each employee has had proper OSHA training and has a CD license and is issued and will wear Personal Protective Equipment. VIII. SUB -CONTRACTOR DATA FORM IX. SUB -CONTRACTOR WORK ORDER CONTRACT WORK ORDER HURRICANE DEBRIS DISPOSAL Hauler: Site of Debris: Price: Other Instructions: Start of Work Date: Work to be Completed By: Operating Hours: OTHER TERMS Hauler agrees to provide the following information prior to submitting its invoice a. A copy of the hauling ticket with the disposal ( or weight) ticket attached for each load. b. A summary listing each ticket by number, date and weight, including totals. 2. Hauler certifies that it will comply with all applicable laws, rules and regulations including, but not limited to, ordinances regarding wage rates. 3. Hauler agrees that it is responsible for the operations and maintenance of its own equipment. 4. Hauler agrees that if loading work is to be performed at night, it will be responsible for illumination of he site. Hauler certifies that it has read, and agrees to, the above terms, the Hauling Contract, the Debris Contract and the Agreement between it and Browning -Ferris Industries of Florida, Inc. pursuant to which this Work Order is being issued. ISSUED BY: ACCEPTED BY: BROWNING -FERRIS WASTE SYSTEMS OF NORTH AMERICA BY: BY: DATE DATE: X. SUB -CONTRACTOR PARTIAL RELEASE FORM PARTIAL. REI.EASF, This Release executed this _day of , 1997, in consideration of the payment of Dollars and the good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby waive, discharge and release Browning -Ferris Industries of Florida, Inc., and any of its parent corporations, subsidiaries and affiliates from any and all claims, demands, liens, lien rights, and other claims and demands, which the undersigned now has or might have as a result of or arising from the furnishing of labor, material, or supplies in connection with the performance of the work on or about the following described property: pursuant to that certain Request for Proposal for the debris which release is intended to be a Partial Release to the extent of the payment above recited. The undersigned certifies that all bills and indebtedness for labor and/or materials and/or supplies incurred in connection with the performance of labor or furnishing of materials and/or supplies pursuant to said Request for Proposal have been paid in full. Further, undersigned acknowledges that it has paid all persons who have furnished it with labor, material, equipment or supplies used or reasonably required for use arising out of their purchasing of labor, materials and/or supplies. The undersigned additionally certifies that if, under its subcontract there is a guarantee or maintenance period in connection with the labor and/or material furnished by it, that this settlement and payment shall not release it from any obligations under such guarantee or maintenance. The undersigned acknowledges that in addition to the foregoing payment, the undersigned contends that there remains due and unpaid the sum of $ upon receipt of which a full and final release will be delivered to IN WITNESS WHEREOF, undersigned have hereunto set their hands and seals this the day of ,199 WITNESSES: COMPANY NAME: By: ACKNOWLEDGMENT STATE OF FLORIDA )SS: VILLAGE OF KEY BISCAYNE) The foregoing instrument was acknowledged before me this day of 1998, by of a corporation, on behalf of the corporation. He/she is personally known to me or has produced as identification and did (did not) take an oath. Notary Signature My Commission Expires: XI. SUB -CONTRACTOR FINAL RELEASE FORM FINAL RELEASE IN CONSIDERATION of the payment of $ and other good and valuable considerations, receipt and sufficiency of which are hereby acknowledged, the undersigned waives, releases and discharges and any of its parent corporations, subsidiaries and affiliates from any and all claims, demands, liens or lien rights arising or which may arise from the furnishing of labor, materials, equipment and/or supplies to the following described property: pursuant to that certain Request for Proposal for the disposal of Hurricane debris. Undersigned further waives the right to claim and prosecute a lien under the Mechanic's Lien Law of the State of Florida and/or any claim of any nature, including bond claims which the undersigned may have in law or equity against the above -named parties for labor, materials, equipment and/or supplies furnished by undersigned. This is a Final Release of Claim and a Final Release of Lien against the above -referenced parties. Further, undersigned acknowledges that it has paid all persons who have furnished it with labor, materials, equipment or supplies used or reasonably required for use arising out of their purchasing of labor, materials and/or supplies. The undersigned hereby indemnifies and holds harmless Browning -Ferris Industries of Florida, Inc. from any and all claims arising from the furnishing of such labor, materials, equipment and/or supplies furnished by such persons on behalf of the undersigned. Executed this _day of ,199 - COMPANY NAME: WITNESS BY: WITNESS ACKNOWLEDGMENT STATE OF FLORIDA )SS: COUNTY OF DADE The foregoing instrument was acknowledged before me this day of 1997, by of a corporation, on behalf of the corporation. He/she is personally known to me or has produced as identification and did (did not) take an oath. Notary Signature My Commission Expires: XII. FINAL PHASE FINAL PHASE ,199 Dear In preparation of he final phase of Hurricane contact, we are requesting the following: a. That a County Supervisor be present at each site. b. A County employee sign off, through voucher, that load is acceptable. c. If any loader or hauler is not performing to expectations, he is immediately notified and stopped. This can be done through our supervisor at site or the County. d. Weekly inspections be performed by all parties to assure proper work habits, etc., this can be done after our scheduled morning meetings. If you feel any other items should be added to the above list, please do so. Sincerely, Project Manager XIII. REFERENCE LETTERS CITY OF MIA•IVII BEACH CITY) - TALL 1700 CONVL'NTION GENII LB DFIIVC MIAMI BEACII FLORIDA 33130 OFFICE OF THE CITY MANAGER October 15, 1992 Mr. Dan Pavone Corporate Administrator. Attwoods, Inc. 2G01 South Bayshore Drive Penthouse #2 Miami, Florida 33133 TELEPHONE: (305) 673-7010 FAX: (305) 673.7782 Dear Mr. Pavone: On behalf of the City of Miami Beach please accept our sincerest thank you for a job well done! Attwoods, Inc., accomplished the clean-up tasks efficiently. The equipment crews assembled expeditiously which resulted in a very prompt cleaning of Miami Beach. They also accomplished this task with little or no damage to City or private property. Again, thank you for your professional assistance in our clean-up efforts due to (hurricane Andrew. Sincerely, 'Eddie Cox, Assistant City Manager EC:lcd cc: Roger M. Carlton, City Manager Dick Gatti, Public Works Director W4athcrrnt'the .54' i' r:; fin Removing hurricane •debris YARD CLEAN-UP Here is some general information for clearing your yard of storm debris. For particular information on collection ' ;. • times or special pickups. check the news bulletins from ; "•.;' your city or unincorporated area in the days alter a••••••'...•...: ?. storm. • Cut fallen hoe limbs into sections of •t teat or Less. • Put smaller or loose items into containers —such as .; garbage cans or plastic bags. Container weight must not bo over 50 pounds. ▪ Piles of smaller branches can bo bundled with twine; • : Stack material neatly at the curbside, separatedfrom garbage. .. _ i„.•.M.H,+• Take care ul any injured bees on your property; they:.: are your responsibility. However, any plantings in: ;.? public right-of-ways and swale areas arc the respon sibility of your local city or the County. • . BULK TRASH ' Besides vegetative wastes. there arc piles of broken building materials alter a hurricane —root tiles, broken framework and torn screens. etc. • Bulk items other than vegetative waste can be held • r,. until the next regularly scheduled bulk collodion day../!.:: You You may be able to dispose of bulk items yourself at a County Trash Transfer Station, al the County: a. • Landfill. or at a Resource Recovery Plant. More''''s, information on this will be made•available alter the. •., - • storm. • • Special bulk collections will probably be made building material debris in your area alter tho;storrq. PLEASE BE PATIENT • Cleaning up a whole County alter a hurricane is a • time-consuming project. i!.' • .Many haulers will be working in excess of 10 hours •.,., per day to try to meet the demand for their services::';'; • Your trash may not be picked up immediately, but ft .:.' it is properly bundled it will eventually be removed.: EXHIBIT "A" Pricing Schedule RESIDENTIAL: Garbage (Twice/week) Yard Trash (once/week) Recycle (Once/week) Total Per Month Special Pick-ups $ 13.73 /mo. $ 164.76 /year $ 1.00 /mo. $ 12.00 /year $ 2.00 /mo. $ 24.00 /year $ 16.73 /mo. $ 200.76 /year $ 11.00 /cubic yard Additional residential service of White Goods monthly will be provided at no additional cost. Bulk Trash removal will be provided under three Options as follows: Once a month Twice a month Once a week $ 1.96 /mo $ 23.52 /year $ 3.46 /mo $ 41.52 /year $ 5.98 /mo $ 71.76 /year General Considerations All of the above prices include collection, disposal, transportation, permits, and license required for providing Solid Waste services to the Village. 33 ATTACHMENT Iv -C PROPOSED SCHEDULE OF PRICES Option Garbage Yard Trash Recyclables Bulk Trash PROPOSAL PRICE UNIT 1 2/week I/week 1/week l/month 18.69 2 2/week 1 /week I /week 2/month 20.19 3 2/week I/week 1/week 1/week 22.71 OPTION 1: Furnish all equipment, material and labor required to perform Option I. Services. PRICE PER HOUSEHOLD $ 18.69 (State amount Numerically) Eighteen Dollars and Sixty Nine Cents Per MonthDollars per Unit (Spell out Amount) OPTION 2: Furnish all equipment, materials and labor required to perform Option 2, Services. PRICE PER HOUSEHOLD $ 20.19 Twenty Dollars and Ninteen Cents Per Month OPTION 3: (State Amount Numerically) Dollars per Unit (Spell out Amount) Furnish all equipment, materials and labor required to perform Option 3. Services. PRICE PER HOUSEHOLDS 22.71 (State Amount Numerically) Twenty Two Dollars and Seventy One Cents Per Month Dollars per Unit (Spell out Amount) PROSPECTIVE CONTRACTOR: BFI Waste Systems NAME: Of North America, Inc. REPRESENTATIVE: Adam Mathews DATE:July 22,1999 TITLE: District Vice President ADDRESS 3840 N.W 37th Court Miami, FLorida 33142 TELEPHONE: 305-638-3800 FAX' 305-633-2973 PRICE PROPOSAL Village of Key Biscayne Request for Proposals HISTORY OF KEY BISCAYNE y Biscayne is a seven mile long two mile wide barrier island. An ideal vacation destination, Key Biscayne also boasts numerous restaurants, retail and specialty shops, sports facilities, and marine ctivities and attractions - many with an ecological and environmental focus. Roughly a half hour from Miami International Airport, the island is located southeast of downtown Miami between Biscayne Bay and the Atlantic Ocean. Access is via the Rickenbacker Causeway or boat. Recent archeological excavations suggest that the Tequesta Indians lived on Key Biscayne over 1,000 years ago. Ponce de Leon discovered the island in 1513, naming it Santa Marta and claiming it for Spain. In 1819, the United States purchased Florida, making it a U.S. Territory. The United States government built the Cape Florida Lighthouse in 1825. Having survived sabotage from Confederate soldiers during the Civil War and Indian attacks, it remains South Florida's oldest standing structure and Key Biscayne's most famous landmark. In 1908, William J. Matheson began buying up some of the older homesteads and within 20 years, his family owned 1,700 of the island's 2,100 acres. In 1940, the Matheson heirs made a deal with Dade County to donate the northern half of their Key Biscayne holdings to the county for use as a park if the county would construct a causeway connecting the island to Miami. Although bond issues to build both the causeway and the park passed, World War II delayed their construction. Finally on November 9, 1947, ceremonies celebrated the opening of Rickenbacker Causeway, linking Key Biscayne with the mainland, and the transfer of the two northernmost miles of Key Biscayne to Dade County for Crandon Park. Access to the Key increased the marketability of the remaining Matheson land which was destined to become the residential and resort community now known as the Village of Key Biscayne. Rickenbacker Causeway was named for Eddie V. Rickenbacker, a World War I American fighter pilot and recipient of the Congressional Medal of Honor who later pursued careers in the automotive and aviation industries. Crandon Park was named for Charles H. Crandon , Chairman of the Dade County Commission, who was a catalyst in making the causeway and the park realities. Construction was begun on the island's first residential development in 1950, by the Mackle Brothers, followed by Key Biscayne's original shopping plaza and hotel. The population increased from 29 residents in 1950 to 2,500 during the next five years. The Village of Key Biscayne became an incorporated municipality on June 18, 1991. The Village's current year round population is just under 8,900. Special thanks to local author Joan Gill -Blank for assistance in the preparation of this section. Front Cover Photograph: The oldest historical landmark in South Florida, the lighthouse stands in the Bill Baggs Cape Florida State Recreation Area located on the southern tip of Key Biscayne. The Cape Florida Lighthouse is undergoing restoration that will be completed by July 1996. It will be restored to its original 1825 state including the replacement of some 20,000 bricks, installation of a 94 foot high 103 step iron staircase, installation of a 24 foot high gray iron and glass watchtower, and a new Fresnel lens light. At the same time, the structure's five acre grounds are being returned to a 19th Century appearance. The cover photograph was taken in February 1996. VILLAGE OF KEY BISCAYNE REQUEST FOR PROPOSAL COLLECTION, TRANSPORTATION AND DISPOSAL OF SOLID WASTE FOR THE RESIDENTIAL AREAS OF VILLAGE OF KEY BISCAYNE, FLORIDA PROPOSAL SUBMISSION REQUIREMENTS AND INFORMATIONAL MATERIAL Proposal Package July 1, 1999 C. Samuel Kissinger, Village Manager Village of Key Biscayne, Florida 85 West McIntyre Street Key Biscayne, Florida 33149 Telephone No. (305) 365-5511 Facsimile No. (305) 365-8936 Table of Contents Public Notice 4 SECTION I. General Information A. Legislative Authority 5 B. Proposal Submission Date 5 C. Proposal Package Content 5 D. Agreement with Village of Key Biscayne 6 E. Pre -Proposal Conference 6 F. Time Schedule 6 G. Expense of Proposal 7 H. Irrevocable Offer 7 I. Collusion 7 J. Right to Waive Informality 8 K. Proposals Open to the Public 8 L. Non Assignment 8 M. Non Discrimination 8 N. Options Reserved by the Village of Key Biscayne 8 O. Questions" 8 SECTION II. Prospective Contractor Qualifications and Submission Requirements Related to the Qualification of Prospective Contractors A. Technical Qualifications 10 B. Criminal History and Disclosures 11 C. Financial Qualifications 11 SECTION III. Required Services Description and Specifications A. Background 13 B. Geographic Scope 13 C. Types of Waste 13 D. Specification of Services 13 E. Time of Collection 15 F. Quantity of Waste Generated; Quality and Scope 16 G. Supervision and Access 16 H. Permits 16 I. Complaints; Newsletter 16 J. Hurricane Plan 17 SECTION IV. Proposal Submission and Bidding Requirements A. Mailing Instructions and Submission Deadline 18 B. Proposal Outline 18 2 SECTION V. Proposal Evaluation Criteria and Election/Award Process A. Review of Proposals 21 B. Evaluation of Proposals 21 C. Award of Contract 21 SECTION VI. Form of Agreement to be executed between the Village and the Successful Prospective Contractor 22 ATTACHMENTS I -A Resolution Authorizing Issuance of RFP H -A Prospective Contractor Affidavit & Representations H -B Section 287-133(3) Statement HI -B Map of Key Biscayne and Collection Schedule 111-D Illustrative Bulk Trash Collection Schedule III -I Example of Newsletter IV -C Price Proposal VI Agreement between Village and Contractor for Solid Waste Services 3 VILLAGE OF KEY BISCAYNE 85 WEST MCINTYRE STREET KEY BISCAYNE, FLORIDA 33149 PUBLIC NOTICE AND ADVERTISEMENT REQUEST FOR PROPOSAL Sealed proposals for the collection, transportation, and disposal of solid waste for the residential properties of the Village of Key Biscayne will be received by the Village Clerk, at 12:00 p.m. on the 22nd day of July, 1999, at the Village Hall, 85 W. McIntyre Street, Key Biscayne, Florida 33149. The Village will accept proposals from any and all qualified Prospective Contractors for the collection, transportation, and disposal of residential solid waste, garbage, yard trash, recyclable materials, bulk trash, and white goods. A full Information Package containing the following will be available at the Village Clerk's office as of the 1st day of July, 1999: • General Information • Bidder Qualifications and Submission requirements related to the Qualification of Prospective Contractors • Description and Specifications for the Required Services • Proposal Submission Requirements • Proposal Evaluation Criteria and Selection/Award Process • Form of Agreement to be executed between the Village and the Successful Prospective Contractor Prospective Contractors will be required to submit, with their proposal, a copy of the appropriate Certificate of Competency issued by Miami -Dade County, authorizing the Contractor to perform the proposed work. The Successful Prospective Contractor will be required to execute an Agreement with the Village consistent with its proposal and with any additional terms that may be agreed upon as conditions for selection. A Performance Bond for the full amount of the Agreement will be required to assure the Contractor's performance. All Prospective Contractors must attend a Pre -Proposal Conference as part of the qualification process to be held at The Village of Key Biscayne, Village Hall Conference Room (2nd Floor), at 10:00 a.m., July 8, 1999. The Village reserves the right to select the proposal that best serves the needs of the Village and that meets health, safety, and welfare requirements as determined by the Village. The Village reserves the right to waive any informality in any proposal, and the Village Manager may reject any or all proposals. For information and questions regarding this notice please contact Mr. C. Samuel Kissinger, Village Manager, at (305) 365-5514. 4 SECTION I. GENERAL INFORMATION A. LEGISLATIVE AUTHORITY Resolution No. 99-28 passed and adopted by the Council of the Village of Key Biscayne, April 20, 1999 authorizes the Village Manager to issue this Request for Proposal ("RFP"). A copy of this resolution is included in Attachment I -A. This RFP and the Agreement contemplated for the performance of the services being requested hereunder referenced in Section VI and included in Attachment VI ("Agreement"), have been deemed to be consistent with Chapter 15, Miami -Dade Code. B. PROPOSAL SUBMISSION DATE Sealed proposals from any and all Prospective Contractors qualified to provide Solid Waste Services for the Village of Key Biscayne will be received by the Village Clerk, by 3:00 p.m. on the 22"d day of July, 1999, at the Village Hall 85 W. McIntyre Street, Key Biscayne, Florida 33149. C. PROPOSAL PACKAGE CONTENT Compliance with the RFP is mandatory as a condition for participation. Failure or unwillingness by Prospective Contractors to comply with any of the requirements of this RFP; failure to supply all of the information requested herein; failure to confirm intent to comply with the covenants contained in the Agreement shall constitute singly or severally, a sufficient basis for the Village to disqualify the Prospective Contractor's response to the RFP from consideration by the Village. The Proposal package has been organized to provide guidance and facilitate a response to the RFP. As such, it contains information about the following subjects: • SECTION I General Information • SECTION II Prospective Contractor Qualifications and Submission Requirements Related to the Qualification of Prospective Contractors • SECTION III Description and Specifications for the Required Services • SECTION IV Proposal Submission and Pricing Requirements • SECTION V Proposal Evaluation Criteria and Selection /Award Process • SECTION VI. Form of Agreement to be Executed between the Village and the Successful Prospective Contractor. • Attachments 5 D. AGREEMENT WITH VILLAGE OF KEY BISCAYNE The selected Contractor will be required to execute an Agreement with the Village consistent in form and in substance with that included in Section VI of the RFP. The only changes or deviations from the Agreement shall be those that may result from final negotiations with the selected Contractor, unanticipated force majeure situations or matters that must be addressed to insure compliance with legislative or legal intents and imperatives. The Agreement shall be for an initial term of five years, with options for two additional consecutive terms of two years each under the same terms and conditions. The Renewal Options shall be automatic unless the Village gives written notice to the Contractor of non -renewal, no less than 90 days prior to the end of the initial five-year term or 90 days prior to the end of the first two-year additional term. As part of their response to this RFP, Prospective Contractors shall review and concur in writing with the Agreement. Neither the RFP nor the Agreement contained therein in Section VI hereof represents the actual Agreement to be executed between the parties. The Agreement incorporates this RFP by reference. In the event conflicting information, terms, or any items regarding the rights or responsibilities of the parties appear between the RFP and the Agreement, the Agreement shall prevail. E. PRE -PROPOSAL CONFERENCE All Prospective Contractors must attend a Pre -Proposal Conference as part of the Prospective Contractor qualification process. The Pre -Proposal Conference will be held at The Village of Key Biscayne, Village Hall Conference Room (2nd Floor), at 10:00 a.m., July 08, 1999. F. TIME SCHEDULE Preliminary time schedule for Selection Process and Contract approval: • Advertisement of Public Notice: June 30, 1999 • Pre -proposal conference: July 8, 1999 • Deadline for receipt of sealed proposals: July 22, 1999 • Review of proposals: August 26, 1999 • Interviews and selection of successful proposal: September 9, 1999 • Village Manager Recommendation to Village Council and Resolution Authorizing Negotiation of Agreement: September 14, 1999 • Resolution Authorizing Execution of Agreement: • Execution of Agreement: 6 October 12, 1999 October 13, 1999 The above schedule is preliminary and shall remain subject to change at the discretion of the Village Manager. All Prospective Contractors who have obtained proposal packages and who have registered their interest in responding to the RFP will be advised in writing of any changes in the Schedule. F. EXPENSE OF PROPOSAL All expenses involved with the submission of proposals to the Village shall be borne by the Prospective Contractor. G. IRREVOCABLE OFFER Any Proposal submitted in response to this RFP ("Proposal") shall be secured with a Deposit in the form of a Certified Check to the order of the Village of Key Biscayne. Said check shall accompany the Proposal and shall be in an amount equal to 10% of the proposed Agreement Price offered for the first year of Operations. The deposit will be held by the Village in escrow until the Village Council passes the Resolution authorizing execution of the Agreement with the Successful Prospective Contractor. A Proposal may be withdrawn up until 5:00 PM of the seventh day after the deadline for submission of bids. Any Proposal not so withdrawn shall constitute an irrevocable offer deemed valid for a period of 90 days. Withdrawal during that period shall result in the forfeiture of the Deposit and damages to the Village for any other costs or expenses associated with the withdrawal, including attorneys' fees. H. COLLUSION In responding to this RFP, Prospective Contractors shall certify that they have not divulged to, discussed with or compared their respective proposals with any other Prospective Contractors submitting proposals or any other parties whatever. Prospective Contractors agree to certify, and in the case of a joint proposal each party thereto shall certify, as follows in connection with their Proposal: 1. Any prices or cost data submitted and any matter relating to the prices or cost data has been arrived at independently, without consultation, communication or agreement for the purpose of restricting competition with any other Prospective Contractor or with any competitor; 2. Any prices or cost data quoted in the Proposal has not been knowingly disclosed and will not be knowingly disclosed by the Prospective Contractor prior to the scheduled Proposal opening, either directly or indirectly, to any other Prospective Contractor or to any competitor; 3. No attempt has been made or will be made by the Prospective Contractor to induce any other person or firm to submit or not to submit a Proposal for the purpose of restricting competition; 4. The only person(s) interested in this RFP as principal(s) is (are) named in the Proposal, and no person other than those mentioned, has any interest in the Proposal or in the Agreement to be entered into or in any brokerage or contingent fee arrangements. 7 I. RIGHT To WAIVE INFORMALITY The Village reserves the right to waive any informality in any Proposal and the Village Manager may reject any or all Proposals. J. PROPOSALS OPEN TO THE PUBLIC Prospective Contractors are hereby notified that all information submitted as part of or in support of, their Proposals will be available for public inspection in compliance with Chapter 286, Florida Statutes, known as the "Government in the Sunshine Law". K. NON ASSIGNMENT Prospective Contractors shall not assign, transfer, convey or otherwise hypothecate any interest, rights, duties or obligations they will have in connection with their Proposal, nor any that they will acquire under the Agreement to be awarded, without the prior written consent of the Village. The Village may, at its option, disqualify the Contractor or, as the case may be, terminate the Agreement immediately upon notice of such unauthorized action by the Contractor. L. NON DISCRIMINATION Prospective Contractors shall not discriminate against any employee or applicant for employment with respect to hire, tenure, terms, conditions or privileges of the employment or any matter directly or indirectly related to employment because of age, sex or physical handicap (except where based on bona fide occupational qualifications) or because of race, color, religion, national origin, ancestry or sexual orientation. M. OPTIONS RESERVED BY THE VILLAGE OF KEY BISCAYNE The Village reserves and holds at its sole discretion the right and option to award an Agreement for Solid Waste Services in the Village. The Village Manager will report to the Village Council on the selection of a Contractor and on an Agreement between the Village and the Contractor for the Solid Waste Services, reserving and holding at the Village's sole discretion the following rights and options: 1. To issue addenda/clarification to this RFP. 2. To reject or accept any and all proposals. 3. To issue subsequent RFPs. 4. To enter into contract or Agreement negotiations. 5. To waive technicalities. N. QUESTIONS? Requests for questions and clarification regarding this RFP must be submitted in writing to Mr. C. Samuel Kissinger, Key Biscayne Village Manager at 85 West McIntyre Street, Key Biscayne, Florida 33149. Interpretations or clarifications considered necessary by the Village Manager in 8 response to such questions will be issued by means of addenda mailed or delivered by facsimile to all parties known by the Village as having received the RFP. Only questions answered by written addenda will be binding. Oral and other interpretations or clarifications will be without legal effect. In the event questions or clarifications require changes in the form and substance of this RFP or of the Agreement, Prospective Contractors are advised that July 17, 1999, has been established as the "Cut -Off' date beyond which no changes will be considered. 9 SECTION II. PROSPECTIVE CONTRACTOR QUALIFICATIONS AND SUBMISSION REQUIREMENTS RELATED TO THE QUALIFICATION OF PROSPECTIVE CONTRACTORS Prospective Contractor qualifications and related submission requirements address the following three areas of concern: • Technical qualifications of Prospective Contractors, including experience and capacity to perform the services as required by the RFP and Agreement and as specified in the Proposal. • Absence of Criminal History and related disclosures. • Financial Qualifications of Prospective Contractor. A. TECHNICAL QUALIFICATIONS The Village is seeking Proposals from businesses that can demonstrate their ability to provide the Solid Waste services described in this RFP. Prospective Contractors will be required to submit with their Proposals a copy of the Certificate of Competency issued by Miami -Dade County, which authorizes the Prospective Contractor to perform the proposed work. Prospective Contractors shall furnish evidence of proper license(s) and the ability to secure permits as required by government regulations. Preference will be given to those firms with a proven record in the field of Solid Waste management. To this end, Prospective Contractors are required to provide a record of prior experience including the name(s) of prior or current client entities, scope of work, timeframe of when services were or are being rendered, and references regarding quality of performance. Prospective Contractors are expected to submit a complete description of the Prospective Contractor's organizational structure and how this organizational structure will be supplemented or changed if the Proposal is selected. Prospective Contractors must describe experience relevant to this project by providing a reference list of governmental, institutional or private entities having contracted or currently contracting with the Prospective Contractor for similar projects, including the following information: • Title and brief description of each project • Client and a contact (name, address, and telephone number) • Start date and duration of project • Nature of work involved (including number of customers) 10 " Total quantity of Solid Waste handled " Total cost " Degree of implementation accomplished Prospective Contractors shall submit the resumes of all supervisory personnel who will be involved in any aspect of performance under the Agreement. B. CRIMINAL HISTORY AND DISCLOSURES The Village is seeking Proposals from firms, individuals, and individuals within firms submitting Proposals that have maintained a record free from criminal activities. To this end Contractors shall provide a Section 287.133(3)(A) Statement in the form included as Attachment II -B, as well as such other information which may be requested by the Village regarding this issue. C. FINANCIAL QUALIFICATIONS The financial strength and capability of each Prospective Contractor is an important matter for the Village and therefore one that figures prominently in the evaluation of Proposals. Prospective Contractors must submit the following: " Financial Statements Prospective Contractors shall submit financial statements to be analyzed by the Village as part of the qualification process. Such statements and any related information such as credit standing, credit history, cash position (i.e., liquidity), and long term debt shall be audited if possible or, at a minimum, shall include a compilation of financial information prepared by a Certified Public Accountant. " Subsidiaries Individuals as well as corporate or other business entities and/or their subsidiaries may submit a Proposal. In the event the Village deems the financial qualifications or capacity to perform the scope of work to be inadequate in cases where the Proposed Contractor is a subsidiary of a better financially endowed parent entity, the full faith and credit of the parent entity shall be pledged. " Performance Bond Prospective Contractors will provide reasonable assurance, such as a commitment letter or similar document from a surety company, that the requirements in the Agreement with respect to performance bonding can and will be met. " Insurance and Indemnification Prospective Contractors will be required to indemnify the Village and provide reasonable assurances such as a letter of intent or the like from qualified insurers that the insurance u requirements specified in the Agreement included in Section VI hereto can be met. The Contractor shall indemnify and hold harmless the Village, its agents, and employees from and against all claims, damages, losses, and expenses arising out of or resulting from the Contractor's performance or non-performance under the Agreement, and from all actions of Contractor's employees in the course of carrying out any business related to the Agreement. The Contractor shall maintain during the term of the contract the following insurance coverage: (a) Public Liability insurance on a comprehensive basis not less than one million dollars ($1,000,000) per occurrence for bodily injury and property damage. (b) Automobile Liability Insurance covering all owned, leased, rented or otherwise hired vehicles in amounts not less than one million dollars ($1,000,000) per occurrence combined single limit for bodily injury and property damage. (c) Workers Compensation Insurance in compliance with Chapter 440, Florida Statutes. (d) The Village shall be named as an additional insured on the insurance policies required under subsections (a) and (b) above. The insurance policies required shall include those classifications as listed in Standard Liability Insurance manuals which most closely reflect performance under this Agreement. 12 SECTION III. REQUIRED SERVICES DESCRIPTION AND SPECIFICATIONS A. BACKGROUND The Village of Key Biscayne is a Municipal Corporation of the State of Florida, Dade County, encompassing about 1.25 square miles. The total population approximates 13,000 and includes a seasonal population of about 3,500. The population is housed in approximately 5,810 housing units, including approximately 1,270 single family dwellings, 4,525 multi -family condominium and cooperative apartments and 15 smaller scale muhi-family apartments. The Hotels, commercial centers and the larger scale, mostly condominium, mid and high rise developments, each manage the collection and disposal of solid waste under private arrangements that do not involve the village except for regulatory purposes. B. GEOGRAPHIC SCOPE The primary purpose of this RFP is to solicit proposals for the collection and disposal of solid waste from all of the Village's single family homes generally identified on the map of the Village included herewith as Attachment III -B. The Solid Waste Services requested herein shall be performed for residential single family homes within the Village. While the number of such properties indicates a potential of 1,270 customers, the actual number may differ and the Village reserves the right to include or exclude multifamily units at rates identical to those contained in the proposal. C. TYPES OF WASTE The types of waste described in this RFP shall have the definitions provided in the Agreement. D. SPECIFICATION OF SERVICES • Included and Excluded Waste For the purpose of this RFP, the term "Solid Waste Services" shall include the collection, transportation, and disposal of Solid Waste, Bulk Trash, White Goods, Yard Trash, and Garbage as defined in the Agreement. Excluded from Solid Waste Services are the collection, transportation, and disposal of Prohibited Waste, Special Waste, Hazardous Waste, Biohazardous Waste, and Construction Debris, also as defined in the Agreement. 13 " Garbage, and Yard Trash Garbage, Solid Waste, Yard Trash, Recycling Material, Bulk Trash, and White Goods shall be collected from curbside from each residential customer. Garbage will be collected at least two times per week. Yard Trash will be collected once a week. " Bulk Trash Contractor shall provide curbside pickup transportation and disposal service of unlimited Bulk Trash, including White Goods, from each Residential Customer in accordance with the following three options to be priced in the Prospective Contractor's Proposal: Once a month Twice a month Once a week Prospective Contractors are encouraged to provide other cost-effective alternative schedules for Bulk Trash collection which would serve the best interests of the Village and the Residential Customers. Under the first two Options identified above, Bulk Trash shall be collected on a day identified by the Prospective Contractor during the third week of the month. In all cases, Contractors shall be required to furnish in writing a Bulk Trash Collection Schedule for the entire five-year term of the Agreement to each Residential Customer in a form suitable for easy periodic reference by Residential Customers. A sample of a typical schedule is found in Attachment III -D. " Recyclable Material Contractor shall provide recycling services to each Residential Customer once per week. Contractor shall purchase and distribute, at its sole cost, one set of two Village -approved containers to each Residential Property in the Village. Each Container shall be hot -stamped with the type of material acceptable, 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. One container shall be for newspaper, and the other Container shall be for commingled Recyclable Material consisting of glass, plastic, and ferrous and aluminum cans. Each container shall be a "milk -crate" type of approximately 12 gallons, made using 25% recycled 14 plastic. The newspaper Container shall be "Metro -Dade" green, and the commingled container shall be "Metro -Dade" blue. Contractor will develop its Recycling Routes. The set of two containers will be delivered to each Residential Property within a Recycling Route. The Contractor will be responsible for counting the number of Residential Properties and will provide to the Village a route map with the Residential Property count. This information will serve as the initial count of Residential Properties in the program. During the distribution of the containers, the Village has the option of accompanying the Contractor to verify the Contractor count. Any new Residential Property which results from construction, occupancy of a Residential Property which was unoccupied during initial container distribution or expansion of the Village Service Area shall receive one set of containers from Contractor at the Contractor's cost and shall be included in the curbside program within 21 days of notice to Contractor by Village. Once a Residential Property receives its initial set of containers, Contractor shall be solely responsible for replacement and distribution of containers delivered to Residential Properties. Contractor shall replace such containers within 20 days of replacement request, and shall report to Village the number of containers actually replaced in the monthly project report. Contractor shall absorb the cost to replace annually up to 125 Containers delivered to Residential Properties. This shall include Containers lost due to demolition of Residential Properties. The Village shall reimburse the verified expense for replacement Containers in excess of 125 per year up to a maximum of $6 per Container at the end of the twelve-month period. An exception shall be made in reimbursing this expense for the first year, which will run from the date the Agreement with the Village is executed. The ownership of the Containers purchased and distributed on behalf of Village by Contractor shall be, and remain with, the Village. Ownership of Specialized Containers shall remain with the Contractor. E. TIME OF COLLECTION The time period during which collection is authorized by the Village shall begin no earlier than 7:00 A.M. and shall end no later than 11:00 AM. Collection can occur only on Monday, Tuesday, Thursday or Friday. The Contractor must notify the Village when, due to man-made or natural disaster, collection will be prevented or altered. The Contractor will deduct the charge for the missed day(s) in the next billing. Prospective Contractors shall furnish to the Village as part of their Proposal a Schedule for all collections, specifying the days of the week for the various types of waste. The map in Attachment III -B shows the current schedule. Prospective Contractors may, but are not obligated to, base their schedule on that shown in Attachment I11 -B. The Contractor shall be responsible for the disposal of the Garbage, Solid Waste, Yard Trash White 15 Goods, and Bulk Waste collected at an approved Solid Waste Disposal Facility and for the transportation of same to the facility. F. QUANTITY OF WASTE GENERATED, QUALITY, AND SCOPE An important provision of the Agreement for Solid Waste Services for Key Biscayne is that the tonnage or the amount waste to be collected, transported and disposed is unlimited. As a matter of useful information, the waste tonnage collected from Key Biscayne Single Family Residential Areas based on current collection records was as follows: 1996: 1997: 3,803.37 Tons 3,928.04 Tons While the above provides information about the Village's prior experience, that the Agreement for Solid Waste Services has no limit on the quantity of waste to be collected, transported, and disposed. The Contractor will furnish all necessary personnel, materials, equipment, labor, and facilities necessary to perform all work as defined in this RFP and the Agreement. The Contractor shall be responsible for the professional quality of work performed and completion of work on a daily schedule. The Contractor shall, without additional compensation, correct or revise any errors, omissions or deficiencies in service. All waste collected must be disposed of in accordance with all Federal, State, and Local laws and regulations. G. SUPERVISION AND ACCESS The Contractor shall, within ten days of execution of the Agreement with the Village, designate in writing to the Village Manager the person who will be in charge of supervising the operation ("Responsible Person"). The Responsible Person must be available during work days and weekends, in the event of an emergency, and shall provide a home and pager or cellular (if available) telephone number to the Village Manager. Availability of communication by and between the Village and the Contractor shall be unencumbered 24 hours a day. For purposes of this availability, the Contractor shall be responsible for maintaining a state -of -art communication technology capability. H. PERMITS The Contractor shall obtain and keep current, all licenses, permits, and inspections required for performance under the Agreement and shall comply with all applicable laws, ordinances, and regulations mandated by Federal, State, and/or Local governments regarding the proper collection and disposal of Solid Waste. I. COMPLAINTS; NEWSLETTER Contractor shall maintain a Collection Information telephone number that will be attended by Village 16 staff eight hours a day, Monday through Friday. One function of this telephone number will be to answer questions on the collection program and to log problems with scheduling, as well as citizen complaints. These matters will be referred to the Contractor for resolution. After resolution the Contractor will notify the Village of the action taken. The telephone number, referred to above, shall be clearly shown on the Contractor's collection equipment. The Contractor will be required to publish an annual Newsletter providing customers with information about a wide range of solid waste management topics designed to facilitate collection, transportation and disposal of solid waste as well as to produce savings in the performance of Contractor's services. An example of such a Newsletter is found in Attachment III- 1. J. HURRICANE PLAN As part of their contractual obligations, Contractors will be required to provide a "Hurricane Plan" that shall address the following: 1. 2. 3. 4. 5. 6. Instructions to residents during hurricane watch stage Recyclable Materials Pickup Service Pruning and trimming of vegetation Bulky waste Equipment management The Hurricane Plan should address these items and coordinate them with the Village for each of the emergency stages from hurricane watch, to warning, to response, and through recovery. Prospective Contractors shall demonstrate their understanding of this concern by including a summary response to the six items enumerated above in their Proposals. For the purpose of this RFP, the Hurricane Plan shall apply not only to hurricanes but to all severe weather events declared emergencies by the Village. 17 SECTION IV. PROPOSAL SUBMISSION AND PRICING REQUIREMENTS A. MAILING INSTRUCTIONS AND SUBMISSION DEADLINE Sealed proposals shall be received and time stamped by the Village Clerk no later than 3:00 p.m. local time on July 22, 1999, at 85 West McIntyre Street, Suite 201 Each sealed proposal should be clearly marked for identification as follows: "Collection, transportation, and disposal of solid waste for the Village of Key Biscayne." Questions should be addressed in writing to the Village in the manner indicated in Section I. Each Prospective Contractor shall provide two sealed packages. The first package shall contain one complete original of the proposal. The second package shall contain six complete copies of the proposal. It is preferred that proposals be submitted on recycled paper. The responsibility for submitting a Proposal and its receipt on or before the stated time and date will be solely and strictly the responsibility of the Prospective Contractor. The Village is in no way responsible for delays caused by any delivery system or caused by any other occurrence. Proposals received after the exact time and date stipulated above shall be considered non -responsive and subject to disqualification. B. PROPOSAL OUTLINE Each package shall consist of two parts: Part I shall be labeled: "Prospective Contractor Qualifications" Part II shall be labeled: "Prospective Contractor Proposal for Services" Outline for Part I of the Proposal (Qualificationsi Prospective Contractors shall organize Part I of their Proposals as follows: • Signed and fully executed Affidavits, Certification, Representations, Warranties, and/or Statements (see Attachment IV -B.) • Technical Qualification: Provide information requested in Section II -A herein, covering experience, resumes, company history, past and current jobs, client recommendations, and legal standing with respect to licensing and organizational structure. • Criminal History and Disclosures: Provide any information not covered by the "Section 287.133(3Xa)" Statement (See Attachment II -B) • Financial Qualifications: Provide financial statements (preferably audited) and evidence that performance bonding and insurance requirements can be met as outlined in Section II -C herein. 18 Outline for Part II of the Proposal Prospective Contractors shall organize Part II of their Proposal as follows: • Description of Services: Provide a brief response to the specification of services presented in Section III of this RFP, in a manner that serves to demonstrate the Prospective Contractor's familiarity with Key Biscayne, with the nature of the scope of services to be provided, and with the procedures involved. If there are areas of concern or conditions in the proposal, these should be identified in this part of the response, bearing in mind that compliance with the requirement of this RFP and the proposed form of Agreement for the services is mandatory. • Price Proposal: Submit a completed "Proposed Schedule of Prices" form, identified as Attachment IV -C hereto. The Schedule includes a breakdown, listing separately, the price per residence of collection, transportation, and disposition of Garbage and Solid Waste, Yard Trash, Bulk Trash and White Goods, and Recyclable Materials. Beyond the quotes cited in the Schedule of Prices, the Contractor shall also provide separately a value for any equipment and facilities that will be furnished by the Village that was considered as part of its Proposal. • Other Proposal Elements Prospective Contractors will be evaluated, in addition to their qualifications and the substance of their Proposals, on their employee relations and on their disaster response capabilities. While a complete Hurricane Plan can be deferred until an award is made, a statement addressing the matter must be submitted as part of the Proposal. An Employee Safety Plan must be submitted as part of the Proposal. • Factors for the Information of Prospective Contractors Affecting Price Proposal Any increase in the cost of disposal that may be caused by a change in applicable laws or regulations may be passed on to the Village only after review and approval by the Village Manager. Prospective Contractors that use other than Miami -Dade County facilities for disposal must so indicate in their proposals. There will be no overnight storage of trucks or vehicles in the Village. Each incident of overnight storage will result in a fine of $5,000 per day. Prospective Contractors will be subject to penalties as specified in Exhibit "B" of the Agreement included as Attachment VI, including, but not limited to, a fine of $1,000 for a delay of six or more days in the pick up of Bulk Trash. Consumer Price Index All fees payable to Contractor under the Agreement, except for that portion of the monthly unit price 19 which is attributable to Contractor's tipping fee, shall be subject to annual price adjustments (increase or decrease), which shall be authorized by applying the contract price, the ratio of change between the previous year and the current index of the Consumer Price Index for ALL ITEMS published by the U.S. Department of Labor, Bureau of Labor Statistics for the month ending sixty (60) days prior to the anniversary date of the Agreement. The parties hereby agree that for the purposes of calculations the exclusion from the CPI increase for tipping fees, the tipping fee is deemed to be fifty-five (55%) percent of the monthly unit price. To request an increase, the Contractor must submit all records and information reasonably requested by the Village as would support the requested increase request to the Village Council for its consideration. The CPI adjustment for any year shall not exceed one hundred twenty five (125%) percent of previous years CPI adjustment or five (5%) percent, whichever is less. The following information, reflecting Key Biscayne's current experience is included in this RFP to facilitate the preparation of a Price Proposal: Cumulative Annual % Monthly Annual Increase Increase Increase 1995 13.73 164.76 -0- -0- -0- 1996 13.91 166.92 0.18 0.18 1.31 1997 14.11 169.32 0.20 0.38 2.77 1998 14.25 171.00 0.14 0.52 3.79 1999 14.46 173.52 0.21 0.73 5.32 20 SECTION V. PROPOSAL EVALUATION CRITERIA AND SELECTION/AWARD PROCESS A. REVIEW OF PROPOSALS Proposals will be reviewed by a Village Selection Committee ("Committee") as appointed by the Village Manager. The Committee will be comprised of representatives of the Village Manager's office and any such others as may be designated by the Village Manager. B. EVALUATION OF PROPOSALS Proposals will be evaluated by a Village Selection Committee, as appointed by the Village Manager pursuant to the following criteria: • Qualifications in terms of experience, in Solid Waste management • Capacity and ability to perform • Organization, availability, and commitment to performance • Price and cost considerations • Employee safety plan • Overall responsiveness to the RFP The intent is to apply these criteria to identify those Prospective Contractors that are deemed to best serve the needs of the Village. The Committee may, after evaluating the proposals, request oral presentation from Prospective Contractors and may visit offices of operation currently being used by the Prospective Contractors. The Committee may consider such presentation and visits, if conducted, in its recommendations. C. AWARD OF CONTRACT The Village Manager intends to select a Proposal leading to a recommendation to the Village Council for award of an Agreement consistent in form and substance with that in Attachment VI. There is no obligation on the part of the Village to award the Agreement to the lowest Prospective Contractor (least cost to the Village). The Village reserves the right to award the Contract to the lowest responsible Prospective Contractor submitting a responsive proposal and to negotiate an Agreement that is most advantageous to, and in the best interest of, the Village. The Village shall be the sole judge of the proposal and of the resulting negotiated Agreement. The decision of the Village shall be final. Prior to the execution of the Agreement, all Prospective Contractors will be notified by mail of the Village's award. 21 SECTION VI FORM OF AGREEMENT TO BE EXECUTED BETWEEN THE VILLAGE AND THE SUCESSFUL PROSPECTIVE CONTRACTOR ATTACHMENT VI IS THE FORM OF AGREEMENT THE VILLAGE OF KEY BISCAYNE INTENDS TO USE IN CONNECTION WITH THE SERVICES BEING SOLICITED UNDER THIS RFP. As indicated earlier, Prospective Contractors are urged to review the Agreement Form and supply the Village, as a part of their Proposal in response to the RFP, with a written statement confirming intent to execute the Agreement in the form proposed, including any recommended changes. 22 ATTACHMENTS I -A RESOLUTION AUTHORIZING ISSUANCE OF RFP RESOLUTION NO. 99-28 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA; AUTHORIZING THE VILLAGE MANAGER TO ISSUE A REQUEST FOR PROPOSALS (RFP) FOR PURPOSES OF SOLICITING BIDS FROM SOLID WASTE HAULERS; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Village's existing contract with a solid waste hauler will expire in December, 1999; and WHEREAS, the bid and negotiation process requires a substantial amount of time; and NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA AS FOLLOWS: Section 1. That the Village Manager is directed to issue a Request for Proposals for purposes of soliciting bids from solid waste haulers. Section 2. That the Village Manager shall review the bids and recommend a company to the Village Council who shall make the final selection. Section 3. This resolution shall take effect immediately upon adoption. PASSED AND ADOPTED this 20th day of April , 1999. All' CONCHITA H. ALVAREZ, CMC, VILLAGE C APPROVED AS TO FORM AND LEGAL SUFFICIEN RASCO RICH JAY WEISS, VILLAGE ATTORNEY II -A PROSPECTIVE CONTRACTOR AFFIDAVIT & REPRESENTATIONS ATTACHMENT II -A PROSPECTIVE CONTRACTOR AND REPRESENTATIONS A. Proposer warrants that it is willing and able to comply with State of Florida laws with respect to foreign (non -state of Florida) corporations. B. Proposer warrants that it is willing and able to obtain an errors and omissions insurance policy and a Performance Bond which provides a prudent amount of coverage for the willful or negligent acts, or omissions of any officers, employees or agents thereof. C. Proposer warrants that it will not delegate or subcontract its responsibilities under an agreement without the prior written permission of the Village. D. Proposer warrants that all information provided by it in connection with this proposal is true and accurate. E. Proposer warrants that, if selected, it will execute the Agreement Form in Section VI as negotiated. F. Proposer warrants that it meets all qualifications and understands all terms and requirements in the RFP. G. Proposer warrants that it will secure all permits and Certificates of Competency as required to perform under the Agreement Form in Section VI. Signature of Official: Name (typed): Title: Firm: Date: II -B SECTION 287-133(3) STATEMENT ATTACHMENT II -B SWORN STATEMENT UNDER SECTION 287.133 FLORIDA STATUTES ON PUBLIC ENTITY CRIMES This sworn statement is submitted herewith in connection with a Contract to be executed with the Village of Key Biscayne for Collection, Transportation and Disposal of Residential Garbage and Trash for the Village of Key Biscayne. 2. This sworn statement is submitted by: Whose mailing address is: If applicable its Federal Employer Identification number (FEIN) is: (If entity has no FEIN, include Social Security Number of individual signing statement: .) 3. My name is: and my relationship to the entity named above is: 4. 1 understand that a "public entity crime" as defined in Para. 287.133(1)(g), Florida Statutes, means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or with the United States, including, but not limited to, any bid or contract for goods or services to be provided to any public entity or an agency or political subdivision of any other state of the United States and involving antitrust fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation.. 5. I understand that "convicted" or "conviction" as defined in Para. 287.133(1)(b), Florida Statutes, means a finding of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in any federal or state trail court of record relating to charges brought by indictment or information after July 1, 1989, as a result of a jury verdict, nonjury trial, or entry of a plea of guilty or nolo contendere. 6. I understand that an "affiliate" as defined in Para. 287.133(1)(a), Florida Statutes, means: a. A predecessor or successor of a person convicted of a public entity crime; or b. Any entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term "affiliate" includes those officers, directors, executors, partners, shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling interest of another person, or a pooling of equipment or income amount persons when not for fair market value under an arm's length agreement shall be a prime facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. 7. 1 understand that a "person" as defined in Para. 287.133(1)(e), Florida Statutes, means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or applies to bid on contracts for the provision of goods or services let by a public entity, or which otherwise transacts or applies to transact business with a public entity. The term "persons" includes those officers, directors, executives, partners shareholders, employees, members, and agents who are active in management of an entity. 8. Based on information and belief the statement which I have marked below is true in relation to the entity submitting this sworn statement. (Please indicate which statement applied). Neither the entity submitting this sworn statement, or one or more of the officers, directors, executives, partners, shareholders, employees, members or agents who are active in management of the entity, nor any affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. The entity submitting this sworn statement, or one or more of the officers, directors, executives, partners, shareholders, employees, members, or agents who are active in management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989, AND (Please indicate on which additional statement applies.) There has been a proceeding concerning the conviction before a hearing officer of the State of Florida, Division of Administrative Hearings. The final order entered by the hearing officer did not place the person or affiliate on the convicted vendor fist. (Please attach a copy of the final order). The person or affiliate was placed on the convicted vendor list. There has been a subsequent proceeding before a hearing officer of the State of Florida, Division of Administrative Hearings. The final order entered by the hearing officer determined that it was in the public interest to remove the person or affiliate from the convicted vendor list. (Please attach a copy of the final order). The person or affiliate has not been placed on the convicted vendor list. (Please describe any action taken by or pending with the Department of General Services). Signed, sealed and delivered CONTRACTOR: in the presence of By: (Printed Name) (Title) State of Florida County of SWORN TO AND SUBSCRIBED BEFORE ME, on this day of ,1999. WITNESS my hand and official seal NOTARY PUBLIC, STATE OF FLORIDA NOTARY PUBLIC SEAL OF OFFICE: (Name of Notary Public: Print, Stamp or Type as commissioned). !1 [1 Personally known to me, or Produced identification: (Type of Identification Produced) OPTIONAL INFORMATION: Type of Document: Number of Pages: Number of Signatures Notarized: III -B MAP OF KEY BISCAYNE & COLLECTION SCHEDULE Village of Key Biscayne Solid Waste & Recycling Collection III -D ILLUSTRATIVE BULK TRASH COLLECTION SCHEDULE Jan. 18&23 Feb. 15-20 Mar. 15-20 Apr. 19-24 May 17-22 June 21-26 July 19-24 Aug. 16-21 Sept. 20-25 Oct. 18-23 Nov. 15-20 Dec. 20-25 e -no re se olec on o u y "or December USE ',IOIITHiJEICKfJP.ftNSTPL�EBULIC H AT,THE.CURB BYt7:00 e:m?ON MONDAY;AND THOSE WITH' TUFJBRI PICICIPRI :00 a mTON2TH IRSDAYS, 'O H KSIiINDI TET�'ABOEORixNFbRMATION�CAL�I3365.5500 III -I EXAMPLE OF NEWSLETTER APRIL, 1995 VOL. 1 SOLID WASTE & RECYCLING NEWS AMIN COMMUNITY RECYCLING"' PRINTED BY INDUSTRIAL WASTE SERVICE. INC.. A BFI COMPANY COLLECTION SERVICE - SCHEDULE AND RULES Industrial Waste Service, Inc., a BFI Company is honored to be the company selected to collect residential garbage and residential recyclables on Key Biscayne. Our pledge is to offer reliable, courteous and efficient service to every resident of Key Biscayne. Many of the solid waste related practices that you are comfortable with now have not changed. If your garbage days were Monday and Thursday, they continued to be Monday and Thursday. If your garbage days were Tuesday and Friday, they continued to be Tuesday and Friday. The changes you will see are enhancements to your service. You can now expect monthly bulk waste pickups and new recycling bins (Which were recently delivered). Listed below is some useful information on all of the collection services we provide. We explain here what comprises yard trash and bulk trash. Remember items like oil, paints, insecticides, chemicals, pharmacuticals and hazardous wastes are never acceptable for disposal or recycling. GARBAGE COLLECTION We collect garbage two times each week. Please place your garbage containers at the curb by 7:00 a.m. on collection day. Garbage must be placed in a secure plastic bag or metal or plastic garbage cans that have two handles and a tight fitting lid. These containers must be no larger than 40 gallons. Garbage primarily consists of materials associated with food preperation and general housekeeping. YARD TRASH COLLECTION We collect yard trash once each week from the curb. Please be sure this material is at the curb by 7:00 a.m. on your collection day. If your garbage collection days are Monday and Thursday, your yard trash collection day is Thursday. If your garbage collection days are Tuesday and Friday, your yard trash collection day is Friday. Yard trash is made up of vegetative matter resulting from normal yard and landscaping maintenance. Examples would be: tree and shrub trimmings, grass clippings, palm fronds and small tree branchs which do not exceed four feet in length and four inches in diamet9r. Live Christmas trees are considered yard trash. Yard trash must be bundled or tied. Grass clippings are placed in a garbage container or plastic trash bag. No bundle or container shall exceed 50 pounds in weight. Printed on Recycled Paper r CURBSIDE RECYCLING New recycling bins have been delivered! The bins are gold and blue, twelve galon containers exactly like the ones currently in use. The gold bin is for the accumulation of newspapers, the blue bin for commingled materials. Your older blue and green bins were collected when the new ones were delivered. If your older blue & green bins have not yet been collected please place them at the curb on recycling day. RECYCLING TIPS Remember to place your bins at the curb by 7:00 a.m. on recycling day. Remember to take your bins back inside after the recyclables have been collected. Remove and discard all caps and lids from bottles and jars before recycling. Plastic bags are not acceptable in this program, please do not place them in your recycling bin. Please clean out all containers prior to placing them in the recycling bin. (h� Items acceptable for recycling: Newspapers with inserts. Aluminum and steel (tin) food and beverage containers. Clear, brown and green glass food and beverage containers. Plastic beverage containers and household cleaning products with a #1, #2 or #3 on the bottom. Items not acceptable for recycling: Plastic bags, magazines, junk mail, paper towels, paper bags, cardboard. Tin foil, pie plates. Paint cans, motor oil, aerosol cans. Mirrors, ceramics, cups, crystal, ovenware, light bulbs, drinking glasses, broken glass. Plastic bags, plastic wrap, bottle caps, any plastic other than #1, #2, or #3. 1.715 weidl HOT LINE IWS/Community Recycling operates an information/problem solving Hot Line to assist the residents of Key Biscayne. If you have a question, our Customer Service Representatives will be glad to help you. To get your call to the right place, simply identify yourself as calling from Key Biscayne. The number is: 638.3800 BULK TRASH COLLECTION Listed on the back are your bulk trash collection days for 1995. Bulk trash is collected once a month. Bulk trash includes large items of various types which cannot be cut for placement in a garbage container; or items which exceed the weight or size restriction for yard trash. Such trash cannot exceed six feet in length or ten inches in diameter per item. Examples of bulk trash are: white goods such as refrigerators, ranges, water heaters, freezers, small air conditioners, and other appliances as well as furniture and cardboard. Carpeting is bulk trash, but it must be folded, tied and rolled or bundled. Bulk trash does not include: automobiles and automotive parts, internal combustion engines or construction debris (such as cabinets, dry wall, lumber and paneling). Please have your bulk trash at the curb by 7:00 a.m. on collection day. These materials should be placed at the curb no sooner than 24 hours before scheduled pick up. Due to the amount of material to be collected, it may take IWS more than one day to collect all the bulk waste, however, residents must have their material at the curb on collection day. SPECIAL COLLECTION Residents who require a special pickup of yard trash or bulk trash (outside of and in addition to the regularly scheduled pickups) may call IWS at 638-3800. A special pickup will be billed directly to the resident by IWS at a rate of $12 per cubic yard. After calling to schedule the pickup and prior to actual collection, an IWS Supervisor will provide the resident with a written proposal for the "cost of the Special pickup. RE: METRO-DADE SOLID WASTE REFUNDS Notices were mailed to residents the second week of January explaining that those residents who paid their tax bill (which includes the solid waste collection fee) prior to January 1, 1995 would receive a "Notice of Refund Due" from the Dade County Tax Collector. This notice explains that to recieve a refund, you must send proof of payment to the Tax Collector's Office. Proof of payment would be a copy of the receipt if you paid by cash, or a front and back copy of the canceled tax payment check. Send the copy to Metro -Dade County, Tax Collection Division, Tax Control Section, 140 West Flager Street, Miami, Florida 33130. Residents who have not yet paid their tax bill will receive a revised tax bill (excluding the solid waste collection portion). Questions regarding this matter should be directed to the Dade County Tax Collector's Office at 270-4916 or your mortgage company. uh I 1 L nt i DHIIJ IWS/Community Recycling is providing household battery recycling. New battery bags in which to place your household batteries are included with this newsletter. Batteries acceptable for recycling must fit inside the bag. Please be sure they are dry cell batteries including: AA, AAA, C and D cells; 9 -volt batteries; button batteries. Wet cell batteries are not acceptable. Wet cell batteries include car, boat and motorcycle batteries. You will receive four bags each year. When the bag is full, place it on top of your newspapers in the yellow bin. We collect batteries the first recycling day of every month. BATTERIES ACCEPTABLE FOR RECYCLING IN THE BATTERY RECYCLING BAG AA, AAA, C and D cells; 9 -volt batteries; button batteries. a 0. BULKTRASH COLLECTION DATES FOR II RESIDENTS WITH MONDAY/THURSDAY April 17, 1995 GARBAGE PICK UP, 1995 ��GUe` June 12, 1995 July 17, 1995 X 9 •-• August 14, 1995 September 11, 1995 October 9, 1995 November 16„ 1995 December 11, 1995 BULK TRASH COLLECTION DATES FOR RESIDENTS WITH TUESDAY/FRIDAY GARBAGE PICK UP April 20, 1995 June 15, 1995 August 17, 1995 October 12, 1995 December 14, 1995 May 18, 1995 July 20, 1995 September 14, 1995 November 20, 1995 " IMPORTANT INFORMATION * To keep the Village of Key Biscayne litter free and comply with the County Code, residents should avoid placing Bulky Waste at the curb more than three days before the scheduled pick-up. This wilt -decrease the incidents of illegal dumping and keep streets free of unsightly trash piles. In addition, this will prevent Bulky Waste piltss from growing as people tend to add to long standing piles. For significant pruning during the remainder of the month, a dumpster has been placed for residential use at the Emergency Services Complex parking lot, located on West McIntyre Street, across from the SunTrust Building. Remember to hurricane trim early. For more information, contact the Village Manager's Office at 365-5500. Garbage Collection Garbage primarily consists of materials associated with food preparation and general housekeeping. Garbage is collected twice each week and must be placed at the curb by 7:00 a.m. on the scheduled collection day. For homes located north of West McIntyre Street, garbage days are Tuesday and Friday. For homes located south of West McIntyre Street, ;arbage days are Monday and Thursday. 12? Yard Trash Collection Yard trash consists of vegetative matter resulting from normal yard and landscaping maintenance, not to exceed four feet in length or four inches in diameter. This refuse must be bundled, tied or bagged, and may not exceed 50 pounds. For homes located north of West McIntyre Street, yard trash day is every Friday. For homes located south of West McIntyre Street, yard trash day is every Thursday. Yard Trash may be placed out every week, regardless of Bulky Waste collection schedule. gr Recycling Collection The Village supplies every home with two twelve gallon recycling bins. The gold bin is for the accumulation of newspapers and the blue bin for commingled materials. Acceptable items for recycling are: • Newspapers with inserts • Aluminum and steel (tin) food and beverage containers ■ Clear, brown, and green glass food and beverage containers ■ Plastic beverage containers and household cleaning products with a #1, #2 or #3 on the bottom For homes located north of West McIntyre Street, recycling day is Tuesday. For homes located south ,f West McIntyre Street, recycling day ,s Thursday. HOTLINE (305) 365-5500 Battery Bags Plastic self-sealing bags are provided through the recycling program. Dry cell batteries including: AA, AAA, C and D cells; 9 -volt batteries; and button batteries are accepted. Wet cell batteries are not acceptable. aer Bulky Waste Collection Bulky Waste consists of items th d exceed the weight and/or size teak fictions for yard trash, but may not exceed six feet in length and 10 inches in diameter. In addition, items such as carpets, and white goods such as stoves, refrigerators and other household appliances are accepted if properly discarded. Bulky Waste collection is initiated at the southern portion of the Village limits and proms north as quickly as is practicable. All residents, regardless of normal Garbage Collection schedules, should have Bulky Waste on the swale by 7:00 a.m. on the Monday of scheduled collection. Bulky Waste collection occurs during the week of the third Tuesday of each month. Collection may occur any time during the scheduled week, however, after the Bulky Waste trucks have completed a street, the individual resident must make arrangements with BFI, (305) 638-3800, for a Special Collection. cr Special Collection Residents that require a Special Collection of Yard Trash or Bulky Waste (outside of and in addition to the regularly scheduled collection) may call BFI at (305) 638-3800. A Special Collection will be billed directly to the resident by BFI at a rate of 512 per cubic yard. The resident is provided with a written estimate prior to the service. ca' Virginia Key Dump Removal of all professionally trimmed vegetation is the responsibility of the contractor. A free permit may be obtained for use of the Virginia Key Dump. For more information call (305) 365-8945 or (305) 365-0978. a ' Special Assistance Collection Residents physically unable to place weekly trash and recycling receptacles at the curb can call (305) 365-5500 to arrange for free door side collection. IV -C PRICE PROPOSAL ATTACHMENT IV -C PROPOSED SCHEDULE OF PRICES Option Garbage Yard Trash Recyclables Bulk Trash PROPOSAL PRICE UNIT 1 2/week I/week 1/week 1/month 2 2/week I/week I/week 2/month 3 2/week 1/week 1/week 1/week OPTION 1: Furnish all equipment, material and labor required to perform Option 1. Services. PRICE PER HOUSEHOLD $ (State amount Numerically) Dollars per Unit (Spell out Amount) OPTION 2: Furnish all equipment, materials and labor required to perform Option 2, Services. PRICE PER HOUSEHOLD $ (State Amount Numerically) Dollars per Unit (Spell out Amount) OPTION 3: Furnish all equipment, materials and labor required to perform Option 3. Services. PRICE PER HOUSEHOLD $ (State Amount Numerically) Dollars per Unit (Spell out Amount) PROSPECTIVE CONTRACTOR: NAME: REPRESENTATIVE: ADDRESS DATE: TITLE: TELEPHONE: FAX: VI- AGREEMENT FORM BETWEEN VILLAGE AND CONTRACTOR Attachment VI 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 1 TABLE OF CONTENTS Background 6 I. Definition of Terms 6 1.1 Contractor 6 1.2 Biohazardous 6 1.3 Bulk Trash 6 1.4 Code 6 1.5 Collection 7 1.6 Collection 7 1.7 Construction Debris 7 1.8 County 77 1.9 Day 1.10 Garbage 7 1.11 Garbage 7 1.12 Hazardous Waste 7 1.13 Holidays 7 1.14 Other Collections 8 1.15 Pickup Point 8 1.16 Prohibited Waste 8 1.17 Recycling Containers 8 1.18 Recyclable 8 1.20 Recycling Services 9 1.21 Regular Schedule 9 1.22 Residential Customers 9 1.23 Service Area 9 1.24 Solid Waste 9 1.25 Solid Waste Collection Services 9 1.26 Solid Waste 9 1.27 Special Waste 9 1.28 Tipping Fee 10 1.29 Village 10 1.30 Village 10 1.31 Village 10 1.32 White Goods 10 1.33 Yard Trash 10 2. Term 10 2.1 Initial Term 10 2.2 Renewals 10 2.3 Same Terms 11 3. Prerequisites To Commencement of Service 11 3.1 Pre -Start Route Familiarization 11 3.2 Initial Schedule 11 3.3 Distribution of Recycling Containers 11 4. Commencement of Collection Services 11 2 5. Collection Services 12 5.1 Curbside Service to Residential Customers 12 5.2 Regular Collections 12 5.2.1 Garbage 12 5.2.2 Yard Trash 12 5.2.3 Recycling Materials 12 5.2.4 White Goods 13 5.2.5 Bulk Trash 13 5.2.6 Village Collections 13 5.2.7. Services to the Handicapped 13 5.2.8 Option of Multi -Family and Commercial Services 13 5.3 Changes to Initial Schedule 13 5.4 Hours of Collection 13 5.5 Protection of Property 14 5.6 Spillage 14 6. Other Collections 14 6.1 Severe Weather/Emergencies 14 6.1.1 Emergency Collections/Charges 14 6.1.2 Hurricane Plan 15 6.2 Holidays 15 6.3 Special Pickups 15 7. Contractor's Personnel 16 7.1 Contractor's Officer(s) 16 7.2 Assignment of Employees 16 7.3 Conduct of Employees 16 7.4 Employee Uniforms 16 7.5 Residents 16 7.6 Equal Opportunity 17 7.7 Full Time Employees 17 7.8 Dismissal 17 8. Collection Vehicles and Equipment 17 8.1 Quality and Quantity 17 8.2 Collection Vehicles, Equipment Description and Replacement 17 8.3 Reserve Collection Equipment 17 8.4 Advertising 18 9. Containers 18 9.1 General 18 9.2 Handling of Containers 18 9.3 Garbage Containers 18 9.4 Replacement of Recycling Containers 18 9.5 Containers Supplied By Contractor 18 10. Disposal of Solid Waste 19 11. Compensation to Contractor 19 11.1 Monthly Residential Fee 19 11.2 No Fee for Village Collections 19 3 12. Billing 19 12.1 Residential Billing 19 12.2 Invoices 19 12.3 Billing Adjustment Procedures 20 12.4 Cost of Living Adjustments 20 12.5 Changes in Disposal Charges 20 13. Franchise 20 13.1 Exclusive Rights 20 14. Ownership of Recyclable Materials 21 15. Neighborhood Trash Station 21 16. Agreement Performance 21 16.1 Supervision by Village Manager 21 16.2 Contractor Performance Disclosure 21 16.3 Inspection 21 17. Complaints and Complaint Resolution/Penalties 21 17.1 Office 22 17.2 Complaint Register 22 17.3 Response to Complaints 22 17.4 Reports 22 17.5 Disputes 22 17.6 Penalties 22 18. Annual Reports 23 19. Subcontractors 23 20. Performance Bond 23 21. Indemnification 24 22. Insurance 24 23. Events of Default by CONTRACTOR 25 23.1 Failure to comply 25 23.2 Insolvency or filings against Contractor 25 23.3 Failure to provide Collection Service 25 23.4 Complaints 25 23.5 Unresolved Problems 25 23.6 Misrepresentation 25 23.7 Illegal Conveyance of Franchise Rights 26 23.8 Inspection refusal 26 23.9 No Annual Report 26 24. Remedies Upon Default By Contractor 26 25. Representations and Warranties of Contractor 26 25.1 Seasonal Fluctuations 26 25.2 Disposal Facility 27 26. Compliance with Law 27 27. Taxes, Liens and Fees 27 28. Access to Books and Records 28 29. Public Awareness Program 28 30. Notices and Changes of Address 28 4 31. No Waiver 29 32. Severability 29 33. Binding Effect 29 34. Assignment 29 35. Complete Agreement 30 36. Proposal and Agreement Incorporated by Reference 30 37. Independent Parties 30 38. Force Majeure 30 39. Time of the Essence 31 40. Amendment 31 41. Attorneys Fees 31 42. Gender and Use of Singular and Plural 31 43. Counterparts 31 44. Headings 31 45. Governing Law/Waiver of Jury Trial 31 Exhibit "A" Pricing Schedule 33 Exhibit "B" Violations/Penalties 34 Exhibit "C" Village Facilities 35 5 AGREEMENT This Agreement for the Collection, Transportation, and Disposal of Residential Solid Waste as defined hereunder (the "Solid Waste Services") (the or this "Agreement") is made and entered into as of this day of , 1999, by and between Contractor 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 residences with solid waste collection service is scheduled to expire December 30, 1999. 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 July 1, 1999. The Proposals were evaluated and on September , 1999, was recommended for selection as the Contractor. 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 the firm selected to perform the Solid Waste Services specified hereunder. 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 any vegetative large items of various types which cannot be cut for placement in a Garbage Container. 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. 6 1.5 Collection Services Shall mean, collectively, Collection, transportation and disposal services with respect to Solid Waste, including Garbage, Yard Trash, Recyclable Materials, Bulk Trash, and White Goods. 1.6 Collection Vehicles Shall mean a Boom Truck, Rear Loader Truck, Roll -Off Truck or other vehicle used by Contractor to collect or transport Solid Waste or Recyclable Materials. Individually each is a Collection Vehicle. 1.7 Construction Debris Shall mean materials generally not water soluble and non -hazardous in nature, including, but not limited to, steel, glass, brick, concrete or roofing material, pipe, gypsum wallboard, and lumber. Construction Debris shall include materials from the construction or destruction of a structure as part of a construction or demolition project, and including rocks, soils, stumps, and other vegetative matter which normally results from land clearing or land development operations for a construction or home improvement project. 1.8 County Shall mean Miami -Dade County, Florida. 1.9 Day Shall mean a calendar day. 1.10 Garbage Shall mean every refuse accumulation of animal, fruit, vegetable or organic matter that attends the preparation, use, cooking and dealing in or storage of meats, fish, fowl, fruit or vegetables, and decay, putrefaction, and the generation of noxious or offensive gases or odors or which, during or after decay, may serve as breeding or feeding material for flies or other germ carrying insects. 1.11 Garbage Container Shall mean a container made of galvanized metal, durable plastic or other suitable material of a capacity not to exceed 32 gallons or 50 pounds in weight, 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. 1.13 Holidays Shall mean collectively Fourth of July 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 if no curb at the swale area from and 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 Recycling Containers Shall mean a rigid container made of plastic or other suitable substance, as approved by the Village Manager, of approximately 14 gallons capacity used to contain Recyclable Materials. 1.18 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 8 (g) any other material agreed to by the Village Manager and Contractor. Recyclable Materials shall not include Prohibited Waste, white office paper, aerosol cans, pharmaceutical glass containers, medical waste containers, pesticide containers or containers originally containing Prohibited Waste. 1.20 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 from Customers. 1.21 Regular Schedule Shall mean the Initial Schedule or any Modified Schedules. 1.22 Residential Customers Shall mean those Single Family residences as specified by the Village that are to receive Collection Services. The list of Residential Customers may be amended by the Village one week prior to the first day of each month by written notification to Contractor. 1.23 Service Area Shall mean all property located within the Village's corporate boundaries as defined in the Village Charter. 1.24 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. 1.25 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. 1.26 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. 1.27 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. 9 1.28 Tipping Fee Shall mean the fee per ton charged at a Solid Waste Disposal Facility. 1.29 VillageThe Village of Key Biscayne, Florida. 1.30 Village Government Facilities Shall mean the Village Hall, the Emergency Services Facilities, Police Station, Fire Station, The Village Green, Calusa Park, and any other facilities owned or operated by the Village or to be built, owned or operated by the Village in the future. 1.31 Village Manager Shall mean the Village Manager of The Village of Key Biscayne, Florida, or his/her designee. 1.32 White Goods Shall mean refrigerators, washing machines, dryers, ranges, water heaters, freezers, air conditioning units, and other similar large appliances. 1.33 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 or bundled. No bundle or filled container shall exceed 50 pounds in weight and no more than six containers or bundles per Residential Customer shall be collected at one time. 2. Tenn. 2.1 Initial Term The initial term of this Agreement shall be for five years ("Initial Term") beginning January 1, 2000, and terminating December 30, 2004. 2.2 Additional Terms This Agreement may be renewed upon mutual consent of the parties for two two-year terms ("Additional Terms"), which renewal must be agreed to by both parties no less than 90 days prior to the end of the immediately preceding term. 10 2.3 Same Terms After the Initial Term or the Additional Terms have expired, the term of this Agreement may be extended upon mutual written consent of both parties upon the same terms as were in effect prior to the expiration. 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 current Pickup Points and with the method by which Collection Services are currently being performed. 3.2 Initial Schedule Prior to the commencement of Collection Services, Contractor shall provide the Village Manager with a weekly schedule including the days of the week that Recycling Services, Yard Trash Collection, and Garbage Collection Services will be provided to each Residential Customer within the frequency required by this Agreement ("Initial Schedule"). The parties recognize that existing residential collection services in the Village are currently subject to an existing collection schedule. In order to provide seamless services to each Residential Customer, Contractor agrees to utili7P the existing weekly 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 Prior to the commencement of Collection Services, Contractor shall provide each Residential Customer with two Recycling Containers. One Recycling Container shall be used for newspaper and the other shall be for Recyclable Materials other than newspaper. During the Initial Term of this Agreement and any Additional Terms, Contractor shall own the Recycling Containers, and upon termination of this Agreement may collect the Recycling Containers from the Residential Customers. Residential Customers added by the Village pursuant to this Agreement shall be provided with two Recycling Containers by Contractor at no charge within seven days of commencement of Collection Services to that Residential Customer. 4. Commencement of Collection Services Collection Services shall commence on 11 5. Collection Services. 5.1 Curbside Service to Residential Customers Contractor shall provide Curbside Collection Services to all Residential Customers within the Service Area. All Solid Waste to 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 will provide safe and efficient accessibility to Contractor's collection crew and vehicles. Enclosures for garbage receptacles shall be within six feet of the paved surface or right-of-way. Fixed or permanent enclosures shall have a street side opening for the removal of the garbage receptacle. 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. Where: (1) A resident is physically unable to deliver Solid Waste 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 customer and Contractor at no extra cost to the 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 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 three 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"). 5.2.3 Recycling Materials Contractor shall provide Recycling Services to each Residential Customer one day per week pursuant to the Regular Schedule ("Recycling Day"). Each Residential Customer's Recycling Day shall be the same as one of the Residential Customer's Garbage Collection Days. 12 5.2.4 White Goods Contractor shall provide pickup and disposal service of White Goods to each Residential Customer pursuant to the same schedule as Bulk Trash. 5.2.5 Bulk Trash Contractor will provide pickup and disposal service of Bulk Trash to each Residential Customer pursuant to the Regular Schedule and the options agreed to between the parties in connection with Contractor's Proposal and Selection process. 5.2.6 Village Collections Contractor shall provide to Village Government Facilities at no charge two times each week ("Village Collections"). In addition, the Contractor shall provide special pick up services to the Village six times per year at no charge. 5.2.7. Services to the Handicapped Contractor shall provide, at no additional charge, back -door Collection Services 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 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 a newspaper of general circulation in the Village and by direct notification to each customer. The cost of publication shall be borne solely by Contractor. 5.4 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 11:00 AM. Monday through Saturday. Collection Services shall not take place on 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 13 Village Manager, to be later evidenced by a written memorandum from the Village Manager confirming the approval. 5.5 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 immediately repair or pay for any damage caused by its operations. In the event that repairs are not made or damage paid for within seven working days 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 a minimum disturbance to Residential Customers and to the neighborhood. 5.6 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 Collection?), Contractor shall be required to cooperate with the Village on a priority basis in all possible ways for the efficient and rapid clean-up of the Village. Such cooperation shall include undertaking steps necessary for an appropriate response to the emergency, including assistance to the Village at the Village Manager's request for extra collections both before and after the emergency. Contractor shall receive extra compensation above that set forth in this Agreement for Emergency Collections, provided Contractor has first secured prior written authorization from the Village Manager based on rates jointly agreed to by the Village Manager and Contractor. The Village may contract with other firms or units of government to provide the Emergency Collections. As soon as practical after severe weather or an emergency, Contractor shall advise 14 the Village Manager and Residential Customers of the estimated time required before Regular Schedules can be resumed. 6.1.2 Emergency Collection Vehicles Listed below are the Collection Vehicles which may be necessary for storm or disaster cleanup in the Village and the charges per hour for each Collection Vehicle. The Collection Vehicles shall be supplied on an "as needed" basis. The following charges do not include disposal costs which shall be paid by the Village upon presentation of documentation to the Village Manager by I.W.S. 6.1.2.1 Boom Truck - International chassis with an Iowa Mold Tooling (IMT) 64235 crane and a one yard clam bucket or equivalent. With driver/operator $125 per hour. 6.1.2.2 Rear Loader Truck Mack chassis truck with a 31 yard Leach 2RII Packmaster body or equivalent. With driver plus 2 helpers $250 per hour. 6.1.2.3 Roll Off Truck Mack chassis with a 30 yard open top Roll Off container or equivalent. With driver/operator $125 per hour. 6.1.3 Hurricane Plan Contractor shall be required to submit to the Village a Hurricane Plan detailing variations from the regular services and outlining its responsibilities as well as instructions to Customers. In the case of a hurricane, the 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. 6.2 Holidays Contractor shall be obligated to provide Collection Services on Holidays except July 4 and Christmas 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 shall be billed by Contractor directly to the Residential Customer. Prior to making a Special Pickup, for a Residential Customer, CONTRACTOR shall provide that Residential 15 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) Contractor shall assign a qualified person or persons to be responsible for the Collection Services under this Agreement. Contractor shall provide to the Village, in writing, the name, home telephone, and pager or mobile phone numbers of this person or persons. Contractor shall also be furnished information regarding that 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 will 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 will not be permitted. Employees shall not cross the property of one Residential Customer in order to service another Residential Customer unless residents or owners of both such properties shall 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 of the Village Manager. 7.5 Residents 16 Contractor shall wherever possible, 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 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 new equipment at start-up and shall maintain all equipment in good working order. The Village Manager may require the repair or replacement of equipment as reasonably necessary. 8.3 Reserve Collection Equipment 17 Contractor shall have available reserve Equipment that can be put into service on the same day of any breakdown. Such reserve Equipment shall correspond in size and capacity to the Equipment regularly used by Contractor to perform the Collection Services. 8.4 Advertising No advertising shall be permitted on collection Vehicles. 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 and Recycling Containers shall be handled carefully by Contractor, shall not be bent or otherwise abused, and shall be thoroughly emptied and then left upright. If an item is found in a Recycling Container that is not Recyclable Material, it shall be left in the Recycling Container with written notification to the Residential Customer on a form provided by the Village Manager that the item was not acceptable. Covers on Garbage Containers shall be put securely and properly in place and Garbage Containers returned to the curbside Pickup Point. In the event of damage caused by Contractor to Garbage Containers or Recycling Containers, other than normal wear and tear, Contractor shall be responsible for the timely repair or replacement of the Garbage Container or Recycling Container within four days of receiving a complaint from the Residential Customer or the Village Manager. 9.3 Garbage Containers Garbage Containers shall be provided by each Residential Customer. 9.4 Replacement of Recycling Containers Contractor shall, at no charge, provide annually up to 125 Recycling Containers to replace those that have been lost, stolen or damaged through no fault of Contractor. The cost of replacing Recycling Containers in excess of 125 per year shall be borne, within reason, by the Village. The Village will agree to participate with Contractor to obtain state and federal grant funding for the replacement of recycling containers. 9.5 Containers Supplied By Contractor 18 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 $92 per ton without prior written approval of the Village Manager. 11. Compensation to Contractor 11.1 Monthly Residential Fee The Village shall pay Contractor the sum of $ per month per Residential Customer (the "Monthly Residential Fee") as full compensation for the performance of Regularly Scheduled Residential Collection and Disposal Services. 11.2 No Fee for Village Collections There shall be no compensation paid Contractor for Village Collections identified on Exhibit "C." 12. ma 12.1 Residential Billing The Village shall be responsible for billing of all Residential Collection Services. Contractor shall be responsible for billing of Special Services. Contractor shall provide the Village with a copy of each agreement for Special Services 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 Village shall deduct the corresponding Franchise Fee from each payment 19 to Contractor. The listing of Residential Customers served will be furnished by Contractor to the Village along with each invoice. 12.3 Billing Adjustment Procedures On the first day of each month 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 confum 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, 2000, and yearly thereafter, the collection, disposal, and hauling component of the rates shall be adjusted 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 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 (not to exceed 5%). 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, in his sole discretion and upon written request from Contractor, may adjust the Monthly Residential Fee in accordance with such change. In order to justify any increase on the Monthly Residential Fees, Contractor must provide to the Village Manager: 12.5.1 documentation showing actual disposal charges paid for the four months prior to the request for the increase, 12.5.2 the publication or other evidence announcing the disposal fee increase, and 12.5.3 a letter or other documentation addressed from the applicable solid waste disposal facility to the Village, stating that the increase disposal fee applies to CONTRACTOR 13. Franchise 13.1 Exclusive Rights To the extent permitted by law, the Village hereby grants CONTRACTOR the exclusive franchise right and the sole obligation during the Initial Term of this Agreement and any Additional Terms 20 for the Solid Waste Services to Residential Customers described in this Agreement within the Village's Service Area. Pursuant to Chapter 166, Florida Statutes, Article VIII, Section 2 (b) of the Florida Constitution and Chapter 403, Florida Statutes, the Village has the lawful authority to enter into this Agreement. 14. 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. 15. Neighborhood Trash Station Upon written request of the Village Manager, Contractor shall provide to the Village for use by residents for disposal of Yard Trash and Bulk Trash and at no cost, one 30 -yard roll -off container to be located at a site rented by the Village to the Contractor in the amount of $2,000.00 per month. 16. Agreement Performance 16.1 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 its work force, tools, and Collection Equipment as needed. The failure of the Village Manager to give such notification shall not he 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. 16.2 Contractor Performance Disclosure Contractor shall furnish the Village Manager any information relating to this Agreement deemed necessary by the Village Manager to ascertain whether or not Collection Services are being performed in accordance with the requirements of this Agreement. 16.3 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. 17. Complaints and Complaint Resolution/Penalties 21 17.1 Complaint Line Contractor shall maintain a dedicated Telephone Complaint Line ("Complaint Line") within the Village where complaints can be received. The Complaint Line shall be operational from 7:00 a.m. to 4:00 p.m., Monday through Friday and Saturday from 7:00 a.m. to 1:00 p.m., except on Holidays. Contractor shall provide an answering service and contact person during non -operational hours for the receipt of customer inquiries. The contact person must have the ability to authorize operations in the case of situations requiring immediate attention. In the event of a dispute between Contractor and a 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 his/her sole discretion. 17.2 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. 17.3 Response to Complaints All complaints received before 12:00 noon shall be resolved prior to 5:00 p.m. that day. Complaints received after 12:00 noon shall be resolved within 24 hours from the time of receipt of the complaint. When a complaint after 12:00 noon is received on the day preceding a Holiday, or on a weekend, it shall be resolved no later than the next working day. 17.4 Reports The Complaint Register shall be submitted to the Village Manager each quarter along with the applicable monthly invoice. 17.5 Disputes Unresolved disputes between Contractor and Customers shall be referred to the Village Manager whose decision shall be final and binding. 17.6 Penalties 22 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. 18. 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 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 Services, 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 held by Contractor as proprietary or confidential. g. Complaint Register. h. Annual Audit. 19. Subcontractors Contractor shall not employ subcontractors to perform services pursuant to this Agreement without prior written approval by the Village. 20. Performance Bond Simultaneously with its delivery of the executed contract, the Contractor shall deliver to the Village Manager an executed Performance Bond, in the amount of one hundred percent (100%) of the total amount of the accepted Proposal, covering the entire initial five-year term of the Agreement, as security for the faithful performance under the Agreement. The Performance Bond shall be written and signed by a licensed agent of the State of Florida located in Miami -Dade County. The attorney -in -fact or other officer who signs a Performance Bond for a surety company, must file with such bond a certified copy of his power -of -attorney authorizing him to do 23 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 established by the Village Manager by written notice, will be considered a material default by the Contractor subjecting the Contractor to penalties in the manner specified in the Agreement. 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 CPI increase. 21. Indemnification Contractor shall indemnify, hold harmless and defend (at the trial and appellate levels) 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, attorney's fees, costs, investigation expenses or causes of actions of any kind arising out of Contractor's performance or nonperformance under this Agreement. This indemnification shall not apply to claims, losses, expenses or liability arising out of the sole negligence of the Village. This indemnification shall survive the termination of this Agreement. 22. Insurance 22.1 Contractor and any subcontractor(s) of the Contractor must maintain throughout the entire term of this Agreement. I 1 I I I I I I I I I I I 22.1.1 Commercial general liability in the minimum amount of $1,000,000 per occurrence for bodily injury and property damage. This shall include coverage for premises/operations, products/completed operations, contractual liability, and independent contractors. This policy must include coverage for contractual liability specifically covering the indemnity set forth in this Agreement. Village must be named as an additional insured on this policy. 22.1.2 Automobile liability in the amount of $1,000,000 per occurrence for bodily injury and property damage, covering all vehicles owned, leased or used by Contractor within the limits of the Village. The Village must be named as an additional insured on this policy. 24 22.1.3 Workers compensation and employer's liability, as required by Florida Statutes. 22.2 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 Guild, latest edition. 22.3 No change or cancellation of any insurance required by this Agreement shall be made without 30 days prior written notice to the Village. 23. 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: 23.1 Failure to comply Any material failure by Contractor to perform or comply with the terms and conditions of this Agreement. 23.2 Insolvency or filings against Contractor Filing by or against Contractor or the Performance Bond surety of a bankruptcy, receivership, assignment for the benefit of creditors, liquidation, dissolution, composition or reorganization petition or other insolvency proceeding. 23.3 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. 23.4 Complaints Complaints constituting verified deviations from Contractor's duties or obligations under this Agreement in any calendar month in excess of ten per month. 23.5 Unresolved Problems Not resolving legitimate complaints of missed service within the time frame specified six or more times in any calendar month. 23.6 Misrepresentation If any representation or warranty furnished by Contractor in this Agreement is found to be false or misleading in any material respect. 25 23.7 Illegal Conveyance of Franchise Rights Sale or assignment of the franchise rights provided by this Agreement to a third party without the Village's prior written consent. 23.8 Inspection refusal Refusal of Contractor to allow inspection or review of records. 23.9 No Annual Report Failure to provide the annual report. 24. Remedies Upon Default By Contractor In the event of Default by Contractor the Village may, without recourse to legal process: 24.1 Immediately terminate this Agreement by delivery of a written Notice of termination to Contractor. 24.2 Seek recovery on the Performance Bond. 24.3 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. 25. Representations and Warranties of Contractor Contractor represents and warrants as follows: 25.1 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 will not be justification for Contractor to fail to maintain the Regular Schedules or to justify a rate increase. 26 25.2 All Solid Waste collected by Contractor under this Agreement will be disposed of at a duly licensed and permitted Solid Waste Disposal Facility. 25.3 Contractor has all requisite power, authority, licenses, permits, and franchises, corporate or otherwise, to execute and deliver and perform its obligations under this Agreement. 25.4 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. 25.5 Contractor's execution, delivery, and performance of this Agreement will not result in a breach or violation of or constitute a default under any agreement, lease or instrument to which it is a party or by which it or its properties may be bound or affected. 25.6 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. 25.7 Contractor has, or will have, under its control at the date of commencement of services under this Agreement, all equipment, machinery, labor, and 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, and Local 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 or incurred by any public authority as an incident to title to, ownership of operation of the equipment. In the event that any lien or encumbrance of any nature 27 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 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 recyclables collected under this Agreement. An annual audit of the books and records by a Contractor in-house certified public accountant prepared in accordance with generally accepted accounting principles, pertaining to the calculation of the Franchise Fee paid under this Agreement in the Service Area, shall be delivered to the Village no later than December 1st of the year following the fiscal year. 29. Public Awareness Program Contractor shall assist the Village with a Public Awareness Program by providing and distributing door hangers, stickers, flyers or other medium to customers as requested by the Village. Additionally it is Contractor's responsibility to provide information to the Village about those customers who repeatedly do not prepare or set out their Recyclable Material or Solid Waste as specified within this Agreement. Contractor shall also distribute to each Residential Customer, information in a readily available, handy, and convenient form, a schedule of specific dates for the initial five-year term of the Agreement, for Bulk Trash and White Goods collection, including collection sites and other instruction to Residential Customers. Finally, Contractor shall publish an annual newsletter providing customers with information about a wide range of solid waste management topics designed to facilitate collection, transportation and disposal of solid waste as well as to produce savings in the performance of Contractor's services. 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 28 85 West MacIntyre Street Key Biscayne, Florida 33149 Attn: C. Samuel Kissinger, Village Manager With a required copy to: Richard Jay Weiss, Esq. Weiss Serota Hellman Pastoriza & Guedes, P.A. 2665 South Bayshore Drive, Suite 420 Miami, Florida 33133 Contractor should be addressed as follows: 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 franchise 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 29 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 a 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 Solid Waste 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 franchise, the assignee shall fully assume all the liabilities and obligations of Contractor under this Agreement. 35. Complete Agreement This Agreement, 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. 36. Proposal and Agreement Incorporated by Reference The Village's Request for Proposals for Collection, Transportation, and Disposal of Solid Waste for the Residential Areas of the Village together with all attachments and Contractor's response to the RFP are hereby incorporated by reference into this Agreement. In construing the rights and obligations between the parties, the order of priority in case of conflict between the documents shall be as follows: 36.1 This Agreement 36.2 The Proposal and Attachments; and 36.3 Contractor's response dated 37. 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. 38. Force Maieure The performance of any act by the Village or Contractor hereunder may be delayed or suspended at any time while, but only so long as, either party is hindered in or prevented from performance by acts of God, the elements, war, rebellion, strikes, lockouts or any other cause beyond the reasonable control of such party, provided, however, the Village shall have the right to provide 30 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, cancel or renegotiate this Agreement. 39. Time of the Essence Time is of the essence with respect to each and every term and condition of this Agreement. 40. Amendment The parties hereby irrevocably agree that no attempted amendment, modification, termination, discharge or change of this Agreement shall be valid and effective, unless both parties shall unanimously agree in writing to such amendment. 41. Attorneys Fees If the Village or Contractor incurs any expenses in enforcing the Terms of this Agreement, the prevailing party shall be reimbursed by the other party for all reasonable attorneys' fees and costs. 42. Gender and Use of Singular and Plural All pronouns shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the party or parties, or their personal representatives, successors, and assigns may require. 43. 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 will constitute one and the same instrument. 44. 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 45. 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 knowingly and irrevocably waives its right to a trial by jury for any and all actions that might arise out of this Agreement. 31 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 Key Biscayne , Florida 85 West McIntyre Street Key Biscayne, Florida 33149 By: C. Samuel Kissinger, Village Manager ATTEST Village Clerk APPROVED AS TO LEGAL SUFFICIENCY Village Attorney Witnesses: Print Name: Print Name: 32 CONTRACTOR: By: Print Name: Title: EXHIBIT "A" Pricing Schedule RESIDENTIAL: Garbage (Twice/week) $ /mo. $ /year Yard Trash (once/week) $ /mo. $ /year Recycle (Once/week) $ /mo. $ /year Total Per Month $ /mo. $ /year Special Pick-ups $ /cubic yard Additional residential service of White Goods monthly will be provided at no additional cost. Bulk Trash removal will be provided under three Options as follows: Once a month Twice a month Once a week /mo $ /year /mo $ /year /mo $ /year General Considerations All of the above prices include collection, disposal, transportation, permits, and license required for providing Solid Waste services to the Village. 33 EXHIBIT "B" VIOLATIONS PENALTY a. Failure to collect missed customers by 8:00 PM the same day when given notice before noon, or by 12:00 PM the following day when given notice between 12:00 PM and 5:00 PM $25.00 per incident to maximum of $150.00 per truck per day b. Legitimate complaints over ten (10) per month $100.00 per incident c. Collection of Residential Solid Waste and /or Recyclables before 5:00 AM or after 6:00 PM $100.00 per incident d. Failure to clean spillage $100.00 per incident e. Failure to return containers or garbage receptacles to original location. $100.00 per incident f. Failure to repair damage to 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 $ 34 Exhibit "C" A. Village Hall B. Fire Station C. Police Station D. The Village Green E. Calusa Park F. Other Facilities owned or operated by the Village G. New Facilities to be owned or operated by the Village 35