Interim Agreement with Waste Management Inc. of Florida 001V-Z691
MIAMIBEACH
City of Miami Bench, 1700 Convention Center Drive, Miami Beech, Florida 33139, www.miamPaeachfi.gov
Jimmy L. Morales
Tel: 305-673-7010 , Fax: 305-673-7782
September 26, 2014
Mr. Jason Neal, Government Affairs Director
Waste Management Inc. of Florida
2125 Northwest 10th Court
Miami, Florida 33127
Re: Interim Agreement between City of Miami Beach, Florida (City) and Waste
Management Inc. of Florida, a Florida corporation (Contractor) for interim
Solid Waste Collection and Disposal and Recycling Services for
multifamily residences and Commercial Businesses within the City
(collectively, Waste and Recycling Services or Services).
Dear Mr. Neal:
At the July 23, 2014 City Commission Meeting, the Mayor and City Commission
adopted Resolution No. 2014-28681, accepting the recommendation of the City
Manager pertaining to the ranking of proposals pursuant to the RFQ 2013-
178SR; authorizing the Administration to enter into negotiations for new franchise
agreements and service agreements (collectively, Franchise and Service
Agreements or Agreements) with the top three (3) ranked proposers: Waste
Management Inc. of Florida, Progressive Waste Solutions of FL, Inc., and
Southern Waste Systems LLC (collectively the Franchisees), for Waste and
Recycling Services. These Franchise and Service Agreements will include other
related public benefits to the City, which at a minimum, would contain the same
(or more favorable) business terms than the existing Agreements. The City
Commission further authorized the City Manager and City Clerk to execute these
Agreements, for an initial term of five years, commencing on October 1, 2014
and ending on September 30, 2019, along with a possible renewal term of up to
three (3)years, at the City Commissions sole discretion.
At this juncture, the Franchise and Service Agreements have not been executed.
In an effort to allow the parties the additional time needed to complete the
negotiations of these Franchise and Service Agreements and, if successful, the
execution of same, this Interim Agreement shall confirm the understanding
between the City and Contractor to provide Waste and Recycling Services
pursuant to the Service Agreement and the Franchise Agreement, attached
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Letter Agreement for Waste and Recycling Services
September 26, 2014
Page 2of3
hereto and incorporated herein by reference as Exhibits "A" and "BA, respectively,
for a period, not to exceed forty-fire (45) days, commencing October 1, 2014 and
terminating on November 14, 2014 or when a Service and Franchise Agreement
is signed between the City and Contractor, whichever occurs first.
During the term of this Agreement, Contractor agrees to provide the Waste and
Recycling Services pursuant to Exhibits "A" and "B". Prior to commencing
operations and prior to the City approving any permits for the performance of
these Services under the terms of said Service and Franchise Agreements,
Contractor shall provide the City with the proof of insurance required under said
Agreements.
Contractor shall indemnify, hold harmless and defend the City, its agents,
servants and employees from and against any claim, demand or cause of action
of whatsoever kind or nature arising out of error, omission, or negligent act of
Contractor, its subcontractor(s), agents, servants or employees in the
performance of services under this Agreement unless such claim, demand or
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cause of action arises as a result of the City's gross negligence or willful
misconduct.
The City may terminate this Agreement, at its convenience and without cause,
upon providing the Contractor with thirty (30) days written notice. All notices
shall be sent to the parties at the address set forth in the signature block.
This Agreement embodies the entire agreement and understanding between the
parties hereto, and there are no other agreements and understandings, oral or
written with reference to the subject matter hereof that are not merged herein and
superseded hereby. No alteration, change, or modification of the terns of this
Agreement shall be valid unless amended in writing, signed by both parties hereto.
If the aforestated terms and conditions meet your approval, please acknowledge
and execute in the space provided below. Upon execution by the City, we will
forward a fully executed copy to your office for your records.
This Agreement shall be enforceable in Miami-Dade County, Florida, and if legal
action is necessary by any party with respect to the enforcement of any or all of
the terms or conditions herein, exclusive venue for the enforcement of same shall
lie in Miami-Dade County, Florida. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Florida, both substantive
and remedial, without regard to principals of conflict of laws. The exclusive venue
for any litigation arising out of this Agreement shall be Miami-Dade County,
Florida, if in State court, and the U.S. District Court, Southern District of Florida, if
in federal court. BY ENTERING INTO THIS AGREEMENT, CITY AND
CONTRACTOR EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY
Letter Agreement for Waste and Recycling Services
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September 26, 2014
Page 3 of 3
HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR
ARISING OUT OF, THIS AGREEMENT.
Sincerely,
Alberto Zamora, Public Works Sanitation Director
I have read this Agreement and, fully understanding same, agree to be bound by
the teems and conditions contained herein. Facsimile copies of th/s
Agreement shall be deemed originals.
Waste Management Inc. of Florida City of MIarni Beach
1700 Convention enter Dr.
Mia i Beach, FI da 33139
By. 4
Jamey F. ros iimrrfy Morales
Vice_Presidenz� City Manager
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
`-- 3o c
City Attomey Date
SERVICE AGREEMENT BY AND AMONG THE
CITY OF MIAMI BEACH '
AND
PROGRESSIVE WASTE SOLUTIONS OF FL,INC.;
SOUTHERN WASTE SYSTEMS, LLC; AND
WASTE MANAGEMENT INC. OF FLORIDA;
FOR
ADDITIONAL SOLID WASTE COLLECTION SERVICES, AND COLLECTION
OF RECYCLABLE MATERIALS AT CITY OWNED PROPERTIES, PARKS,
RIGHTS OF WAY,AND OTHER PUBLIC FACILITIES AND PROPERTY(IFS)
i The Service Agreement (Agreement) is entered into this day of ,
20143 by and among the City of Miami Beach, Florida (City), and Progressive Waste Solutions
of Fl, Inc., a Texas corporation authorized to conduct business in the state of Florida; Southern
Waste Systems, LLC, a Florida limited liability company; and Waste Management Inc. of
Florida, a Florida corporation,jointly and severally (collectively, Contractors), for the purpose of
providing additional solid waste collection services and collection of recyclable materials at City
facilities, parks, rights of way and other City-owned property(ies) within the City of Miami
Beach city limits (collectively, the Collection Area), and such other services as may be required
by the City, and as more particularly set forth herein.
RECITALS:
WHEREAS, Section 90-229 of the City Code provides that the City may issue up to five
(5) fi•anchises to waste contractors for residential and commercial waste collection and disposal;
and
EXHIBIT
WHEREAS, at the October 16, 2013 City Commission Meeting, the Mayor and City
Commission authorized the City Administration to issue a Request for Qualifications (RFQ) for
franchise waste contractors to provide municipal solid waste (MSW) collections and disposal
services, including additional solid waste/recycling services at City-owned properties (Recycling
Services); and; and
WHEREAS, at the July 23, 2014 City Commission Meeting, the Mayor and City
Commission adopted Resolution No. 2014-28681, accepting the recommendation of the City
Manager pertaining to the ranking of proposals pursuant to the RFQ 2013-178SR; authorizing
the Administration to enter into negotiations for new franchise agreements with the top three (3)
ranked proposers: Waste Management Inc. of Florida, Progressive Waste Solutions of FL, Inc.,
and Southern Waste Systems LLC (collectively the Franchisees or Contractors), for MSW and
Recycling Services, including other related public benefits to the City, which at a minimum,
should contain the same (or more favorable) business terms than the existing services agreement;
and further authorizing the City Manager and City Clerk to execute the franchise agreements and
the additional services Agreements, for an initial term of five years, commencing on October 1,
2014 and ending on September 30, 2019, along with a possible renewal term of up to three (3)
years, at the City Commission's sole discretion; and
WHEREAS, the Contractors and the City have agreed to the terms contained in this
Service Agreement, in connection with the simultaneous execution of a franchise agreement
(collectively, Service and Franchise Agreements); and
WHEREAS, the City has been induced, in part, to execute this Agreement and the
Franchise Agreement, based upon Contractor's commitment to provide the following additional
public benefits/services to the City including, without limitation, the following:
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ADDITIONAL PUBLIC BENEFITS TO BE PROVIDED
Upon execution of this service agreement by the parties hereto, and thereafter throughout the
Term of the Service Agreement, Contractors shall provide the City with the following additional
services and public benefits.
1. Provide MSW and Recycling Services as referenced; attached as Exhibit "A"
(M.S.W. and Recycling pick up at City owned facilities); the service provided by
each Contractor shall be determined by their current market share.
2. Pick-up and disposal of all City owned litter cans in the public right of way and
City Parks. Service shall be seven (7) days a week; service is to be provided
before 11 AM. Exceptions will be for litter cans located on (Lincoln Road, Ocean
Drive, Washington Ave. from 5th St to Lincoln Road, Beach walk, South Point
Park, and Open Space Park) This service will be provided by City crews); The
service provided by each Contractor shall be determined by their current Market
Share.
3. Pick-up and disposal of all City-owned recycling cans in the public right-of-way
and City parks (services will be provided two times per week); Exceptions will be
for Recycle cans located on (Lincoln Road, Ocean Drive, Washington Ave. from
5th St to Lincoln Road, Beach walk, South Point Park, and Open Space Park) This
service will be provided by City crews); The service provided by each Contractor
shall be determined by their current Market Share.
4. Upon its execution of this Service Agreement contractors will provide additional
support for special events by collectively, in equal shares, providing the City with
a total of fifteen (15) 20 cubic-yard roll-off containers (five per Contractor per
year), and one hundred (100) event boxes per contractor per year. Event boxes
are to be delivered to the Sanitation Division yard. Roll off containers to be
provided will be distributed equally amongst the franchise�haulers.
5. Upon its execution of this Service Agreement, and thereafter on October 1St of
each year during the Term of the Service Agreement, the Contractors shall
collectively provide funding in the amount of Thirty Thousand dollars ($30,000)
to the City for two (2) hazardous material pickup events per year, These two
events will be managed by the City, at sites to be specified and approved by the
City Manager. The proportionate amount due by each Contractor shall be
determined by their respective current Market Share. (actual cost for 2013 was
$30,000.00 for the two events)
6. Upon its execution of this Service Agreement, and thereafter on October 1St of
each year during the Term of the Service Agreement, Contractors shall
collectively provide the City with an annual cash contribution, which sum shall be
equivalent to the latest and most current purchase price of twenty five (25) of the
urban style recycling containers utilized by the City. The proportionate amount
due by each Contractor shall be determined by their respective current Market
Share. (actual price in 2013 was $1,200.00 per can)
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7. Upon its execution of this Service Agreement, and thereafter on October 1" of
each year during the Term of the Service Agreement, the Contractors shall
collectively provide funds in the total sum of eight thousand dollars ($8,000.00) to
the City for security services that are provided at each of the "Wasteful Weekend"
sites held in the City each month. The proportionate amount due by each
Contractor shall be determined by their respective current Market Share. (actual
annual cost for 2013 was $8,000.00)
8. Upon its execution of this Service agreement and thereafter each year during the
Term, Each Contractor, shall pay to the City'one and one half of a percent (1.5%)
of its Gross Receipts in the City, to be used by the City to establish a fund for
implementation of sustainable initiatives in the City of Miami Beach (which
initiatives shall be as approved by the City Commission, in its sole and reasonable
discretion). The contribution will be payable and due at the time of, and in
conjunction with, Contractors' franchise fee payments to the City.
9. Upon its execution of this Service agreement and thereafter on October 1St of each
year during the Term, each Contractor shall pay collectively, in equal shares, the
sum of$75,000 ($25,000.00 per Contractor) per year, for support of educational
programs in the City (in such time, place and manner as determined by the City
Commission, in its sole and reasonable discretion).
10. Upon its execution of this Service Agreement, and thereafter on October 1St of
each year during the Term, the Contractors shall collectively pay to the City an
amount of 400 000. The proportionate amount due b each Contractor shall be
$ � p p Y
determined by their respective current Market Share. These funds will be used to
offset costs incurred by the Sanitation Division's efforts to eradicate illegal
dumping.
11. Upon its execution of this Service Agreement, and therefore on October 1St of
each year during the Term, the Contractors collectively, in equal shares, shall pay
to the City the sum of twenty five thousand dollars ($25,000) per year ($8,333.34
per Contractor), for support of environmental programs in the City (the time,
place and manner or such program to be determined by the City Commission, in
its sole and reasonable discretion).
NOW THEREFORE, City and Contractors, in consideration of the mutual covenants
herein contained, agree as follows:
1. RECITALS
The foregoing recitals are true and correct and are hereby incorporated by reference into
this Agreement.
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2. LIAISON BETWEEN CITY AND CONTRACTORS
All dealings, contracts, notices and payments between Contractors and the City under this
Agreement shall be directed by Contractors to the City Manager or his designee, who
shall be the Sanitation Division Director.
3. COMMENCEMENT OF WORK
The work outlined herein shall commence immediately upon receipt of a Notice to
Proceed issued by the City Manager or his Authorized Representative, who may be the
City's Sanitation Division Director(but in any event no later than October 1, 2014)
4. TERM
4.1 The term of the Agreement shall be for a five (5) year period commencing
retroactively on October 1, 2014 (Commencement Date), and terminating on
September 30, 2019 (Term).
4.2 Notwithstanding subsection 4.1 above, this Agreement shall be subject to periodic
review by the Mayor and City Commission, with the first review period on or
about six (6) months from the Commencement Date of this Agreement, as set
forth in subsection 4.1, and thereupon on or about a date every six (6) months
thereafter throughout the term hereof. The City Commission's review shall be
discretionary, and shall assure that the terms and conditions of the Agreement are
being complied with and, particularly, that Contractors' performance pursuant to
the Agreement does not adversely impact Contractors' performance as a
franchisee, including, without limitation, its fees, rate structure, costs (i.e.
increases), in such a manner as to negatively impact its duties with "private"
customers in the City (as set forth in Contractors' respective non-exclusive
franchises for solid waste collection and disposal services). In the event that the
City Commission, in its sole reasonable discretion, determines that there has been
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such an adverse impact, it reserves the right to terminate this Agreement for
convenience, pursuant to Section 19 hereof.
5. DEFINITION OF TERMS
5.1 Authorized Representative: The employee designated in writing by the City
Manager to represent the City in the administration and supervision of this
Agreement. The City Manager's Authorized Representative shall be the City's
Sanitation Division Director, unless otherwise changed, in writing, by the City
Manager.
5.2 City: City of Miami Beach, Florida, and its authorized representatives.
5.3 City Manager: The City Manager of the City of Miami Beach, Florida, or his
Authorized Representative.
5.4 Construction and Demolition Debris: Materials generally considered to be not
water soluble and non-hazardous in nature, including, but not limited to steel,
glass, brick, concrete, or asphalt roofing material, pipe, gypsum wallboard, and
lumber, from the construction or destruction of a structure as part of a
construction or demolition project, and including rocks, soils, tree remains, and
other vegetative matter which normally results from land clearing or land
development operation for a construction project.
5.5 Contractor(s): The person(s), firm(s), corporation(s), holding company(ies),
organization(s), agency(ies), or other entity(ies) with whom the City has executed
this Agreement for performance of the work or their duly authorized
representative(s). All successors to Contractors are included in this definition.
5.6 Disposal Costs: The "tipping fees" charged to Contractors for disposal of the
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garbage and trash collected by Contractors.
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5.7 Garbage: Every refuse accumulation generated 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.
5.8 Garbage Can or Container: A container made of galvanized metal, durable plastic
or other suitable material of a capacity not less than ten (10) gallons and not to
exceed thirty (30) gallons approved for use by the City Manager or his designee.
Such Container shall have two handles upon the sides thereof, or a bail by which
it may be lifted, and shall have a tight solid top
5.9 Gross Receipts: as referred to herein shall mean the entire amount of the fees
collected by the contractor (whether wholly or partially collected) for solid waste
collection and disposal within the City, but excluding any sales tax, or other tax,
governmental imposition, assessment, charge or expense of any kind, collected by
the Contractor from the account holder and required by law to be remitted to the
taxing or other governmental authority, and further excluding fees from servicing
rolloff and portable containers.
5.10 Industrial Wastes: Any and all debris and waste products generated by
manufacturing, food processing (except restaurants), land clearing, and
commercial shrubbery or tree cuttings, building construction or alteration (except
do-it yourself projects) and public works type construction projects whether
performed by a government unit or by contract.
5.11 Landfill: Any solid waste land disposal area for which a permit, other than a
general permit, is required by Section 403.707, Florida Statutes, that receives
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solid waste for disposal in or upon land other than land-spreading site, injection
well, or surface impoundment.
5.12 Loose Refuse: Any refuse, either garbage or trash, stored in and collected from
any type of container other than a mechanical container or garbage can as
described in Section 5.8. Refuse which is collected from the ground is considered
loose refuse.
5.13 Mechanical Container: Any detachable metal container designed or intended to be
mechanically dumped into a loader/packer type of garbage truck used by the
Contractors.
5.14 Market Share: The Market Share as referenced herein shall be determined by
taking the total amount of Gross Receipts for a particular Contractor and dividing
it by the total amount of Gross Receipts for all Contractors collectively. Market
Share for each respective Contractor shall be calculated, based upon the
aforementioned formula, and determined by the City's Sanitation Division
Director, on September 1 of each year during the Term of this Agreement.
5.15 Recyclable Materials: Those materials which are capable of being recycled and
which would otherwise be processed or disposed of as solid waste. Any
recyclable material mixed with solid waste shall be considered to be solid waste.
5.16 Recycling: Any process by which solid waste or materials which otherwise
become solid waste, are collected, separated, or processed and reused or returned
to use in the form of raw materials or products.
5.17 Refuse: Both rubbish and garbage or a combination or mixture of rubbish and
garbage, including paper, glass, metal, and other discarded matter, excluding
recyclable materials.
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5.18 Refuse Regulations: Regulations prescribed by the City together with such
administrative rules, regulations, and procedures as may be established for the
purpose of carrying out or making effective the provisions of the Agreement.
5.19 Remodeling and Home Repairs Trash: Materials accumulated during the course of
a self-performed improvement project, prepared in lengths not exceed five (5) feet
or forth (40)pounds in weight.
5.20 Roll-Off Container: A container with a minimum capacity of ten cubic yards
designed to be transported by a motorized vehicle.
5.21 Solid Waste: Refuse, yard trash, clean debris, white goods, special waste, refuse
and other discarded material.
5.22 Solid Waste Disposal Facility: Any solid waste management facility which is the
final resting place for solid waste, including landfills and incineration facilities
that produce ash from the process of incineration municipal solid waste.
5.23 Special Waste: Solid wastes that can require special handling and management,
including, but not limited to, asbestos, whole tires, used tires, used oil, lead-acid
batteries, biological wastes, infectious waste, hazardous waste, loose refuse,
industrial wastes, and construction and demolition debris.
5.24 Specifications: Directions, provisions and requirements together with any written
contract made or to be made setting out or relating to the methods and manner for
the work to be carried out.
5.25 Waste/Solid Waste: Includes bulky waste, commercial refuse, garden trash, trash,
hazardous waste, industrial waste, residential refuse, and white goods, as these
words are defined in Chapter 90 of the Miami Beach City Code, as well as other
discarded material, including solid, liquid, semi-solid, or contained gaseous
material results from domestic,industrial, or commercial operations.
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5.26 White Goods: Inoperative and discarded refrigerators, ranges, water heaters,
freezers, small air conditioning units, and other similar domestic.
5.27 Yard Trash — Regular: Vegetative matter resulting from yard and landscaping
maintenance, including materials such as tree and shrub trimmings, grass
clippings, palm fronds, or small tree branches not in excess of four (4) feet in
length and four (4) inches in diameter. Such trash shall be bundled or placed on
containers which are susceptible to normal loading and collection as other
residential solid waste. No bundle or filled container shall exceed fifty (50)
pounds in weight.
5.28 Yard Trash — Bulk: Large cuttings of vegetative and wood matter which are part
of normal yard maintenance which cannot be cut for placement in container, bag,
of bundle due to the material exceeding the weight and size restrictions for regular
yard trash. Bulk yard trash shall be of a type as to be readily handled by the
mechanical equipment of Contractors and bulk yard material shall not exceed six
(6) feet in length. Bulk yard trash does not include any form or matter or debris
resulting from tree removal, land clearing, land development, building demolition
or home improvement. Home improvements as defined herein would include but
not be limited to carpeting, cabinets, dry wall, lumber, paneling, and other such
construction related materials. Carpeting will be picked up by Contractors if cut
to length of six (6) feet or less and bundled. Bulk yard trash does not include
automobiles and automotive components,boats and internal combustion engines.
6. SOLID WASTE COLLECTION/DISPOSAL PROGRAM
6.1 Contractors shall provide solid waste collection services to City facilities, parks,
litter cans in the public right of way, and City-owned and/or other public
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property(ies) within the City limits of Miami Beach, and as more specifically set
forth in Exhibit"A", attached and incorporated herein.
6.2 Contractors shall provide, at their own expense, all labor, insurance, supervision,
machinery and equipment, plant building, trucks and any other tools, equipment,
accessories and items necessary to maintain the standard of collections and
disposal set forth herein (including roll-off containers).
6.3 Protection of Adjacent Property and Utilities: Contractors shall conduct all work
(including servicing of roll-off containers) in such a manner as to avoid damage to
adjacent private or public property and shall immediately repair or pay for any
damage incurred through their operations. Contractors shall take cognizance of
all existing utilities and shall operate with due care in the vicinity of such utilities
and shall immediately repair (or have repaired), at no cost to the City, any
breakage or damage caused by their operations.
6.4 Spillage: Contractors shall not litter or cause any spillage to occur upon the
premises or the rights-of-way wherein the collection shall occur (including the
servicing of roll-off containers). In the event of any spillage caused by
Contractors, clean-up of spillage shall occur within four (4) hours of notice to
Contractors from City, and if the spillage is not picked up within four (4) hours,
the City may, at its sole discretion, pick up the spillage and bill the Contractors
for the pick-up, which the Contractors shall promptly pay. Notwithstanding the
foregoing, Contractors may refuse to collect any solid waste that has not been
placed in a garbage can or container, or tied, or enclosed so that leaking, spilling
and blowing is prevented.
6.5 Frequency of Collection: Contractors shall collect solid waste in accordance with
the schedule provided in Exhibit"A"hereto.
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6.6 Receptacle: Contractors shall be required to pick up all garbage and rubbish, as
contemplated herein (which has been properly prepared and stored for collection)
as follows: all garbage, trash and rubbish shall be placed in a garbage can or in
such other plastic disposal bag and shall be placed at curbside on or at such other
single collection point as may be agreed upon by Contractors and the City. Non-
containerized trash shall be collected provided that it does not exceed four(4) feet
in length nor be greater than fifty (50) pounds in weight for any piece or segment
of such materials.
6.7 Method of Collection of Garbage: As to all collections contemplated by this
Agreement (including the servicing of roll-off containers), Contractors shall make
collections with a minimum of noise and disturbance to the properties being
serviced and/or the surrounding neighborhood. Any garbage or trash spilled by
Contractors shall be picked up immediately by Contractors. Garbage receptacles
shall be handled carefully by Contractors, shall not be bent or otherwise abused,
and shall be thoroughly emptied and the left at the proper collection point. Metal
cans shall be replaced upright with covers securely and properly in place, or can
be inverted with covers placed topside up on the ground next to the container.
Plastic cans shall be inverted with covers placed topside up on the ground next to
the container. Any receptacle found in a rack, cart or enclosure of any kind shall
be turned upright in such rack, cart or enclosure and lids shall be placed securely
on top of said receptacles. In the event of damage caused by Contractors to
garbage receptacles, other than normal wear and tear, Contractors shall be
responsible for the timely repair or replacement of said receptacles within seven
(7) days of receipt of notice from the City.
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6.8, Schedules and Routes: Contractors shall provide the City with schedules for all
collection routes (including for servicing of roll-off containers) and keep such
information current at all times. If any change in the collection routes occurs,
then the City shall be immediately notified in writing. All permanent changes in
routes or schedules that alter the day of pickup are subject to approval of the City
Manager or his designee. The City reserves the right to deny Contractors'
vehicles access to certain streets, alleys and right of ways within the City in route
to the disposal site, when it is in the interest of the City to do so because of the
condition of the streets or bridges. The City shall not interrupt the regular
schedule or quality of service because of street closure of less than eight (8) hours
in duration. The City shall notify Contractors of street closures of longer
duration, and arrangements for service will be made in a manner satisfactory to
the City.
6.9 Force Majeure: Contractors' performance and/or work hereunder may be delayed
or suspended at any time while, but only so long as, Contractor 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 Contractor;
provided, however, that if the hindrance of prevention of performance exceeds a
period of thirty (30) days, the City may, at its sole option and discretion, cancel or
renegotiate this Agreement.
6.10 Collection Equipment: Contractors shall have on hand at all times sufficient
equipment in good working order to permit Contractors to perform their duties
hereunder fully, adequately, and efficiently (including servicing of roll-off
containers). Garbage collection equipment shall be kept clean, sanitary, neat in
appearance, and in good repair at all times. Contractors shall at all times have
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available to them reserve equipment which can be put into service and operation
within two (2) hours of any breakdown. Such reserve equipment shall
substantially correspond in size and capability to the equipment normally used by
Contractors to perform their duties hereunder.
6.11 Refuse Quantities: Contractors represent and warrant that they have reviewed the
City's collection records and understand that, at certain times during the year, the
quantity of refuse to be disposed of (including roll-off containers) is materially
increased by the influx of visitors. Contractors agree that seasonal fluctuation
will not be justification for Contractors to fail to maintain the required collection
schedules and routes or to justify a rate increase.
6.12 Disposal at a Solid Waste Disposal Facility: Contractors hereby represent and
warrant to the City that all solid waste collected by them under this Agreement
(including roll-of containers) will be disposed of only at a duly licensed and
permitted solid waste disposal facility (as defined herein). The City reserves the
right to approve or disapprove said facility. In the event Contractors relocate
solid waste collected hereunder from an existing solid waste disposal facility to
another, other than a temporary basis, they will notify City in writing, within ten
(10) days, and Contractors shall also, within said ten (10) day period,provide City
with the licenses and permits for said new facility.
7. ROLL-OFF WASTE CONTAINER PROGRAM.
7.1 Contractors shall place and service roll-off containers as specifically set forth in
Exhibit "A" hereto. Prior to placing any roll-off container, Contractors shall
obtain the required license(s) and pen-nit(s) from the City Manager, as required
pursuant to Chapter 90 of the Miami Beach City Code. A copy of the current
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permit application, as may be amended from time to time, is attached hereto and
incorporated herein as Exhibit `B".
7.2 Frequency of Collection: Contractors shall service all roll-off containers, as
provided in Exhibit "A" hereto. With respect to the servicing of roll-off containers, City
and Contractors herein agree that the following subsections of the Agreement, pertaining
to the Solid Waste Collection/Disposal Program, set forth in Section 6, shall also apply to
this Section 7 and are accordingly incorporated by reference, as if fully set forth herein:
Sections 6.2; 6.3; 6.4; 6.5; 6.6; 6.7; 6.8; 6.9; 6.10; 6.1 l; and 6.12.
8. COLLECTION OF RECYCLABLE MATERIALS.
8.1 Scope of Work: Contractors shall provide recycling collection services to City
facilities, parks, recycle containers in the public right of way, and City-owned and
other public property(ies) within the City limits of Miami Beach, as specifically
set forth in Exhibit"A"hereto.
8.2 Frequency of Collection: Contractors shall service all recycling containers as
provided in Exhibit "A" hereto. With respect to the servicing of recycling
containers, City and Contractors herein agree that the following subsections of the
Agreement, pertaining to the Solid Waste Collection/Disposal Program set forth
in Section 6, shall also apply to this Section 8 and are accordingly incorporated by
reference, as if fully set forth herein: Sections 6.2; 6.3; 6.4; 6.5; 6.6; 6.7; 6.8; 6.9;
6.10; 6.11; and 6.12.
9. CONTRACTORS' PERSONNEL.
9.1 Contractors' Officer(s): Contractors shall assign a qualified person or
persons to be in charge of the operations within the Collection Area.
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Contractors shall give the names of these persons to the City. Information
regarding the person's experience and qualifications shall also be furnished.
Supervisory personnel must be available for must be available for consultation
with the City Manager or his designee within a reasonable, practicable time after
notification of a request for such consultation. The supervisor(s) shall operate a
vehicle which is radio equipped.
9.2 Conduct of Employees: Contractors shall see to it that their employees serve
the public in a courteous, helpful and impartial manner. No trespassing by
employees will be permitted nor crossing property of neighboring
premises unless residents or owners of both such properties shall have given
permission in writing. Care shall be taken to prevent damage to property
including, without limitation, cans, carts, racks, trees, shrubs, flowers and other
plants.
Each vehicle operator shall, at all times, carry a valid driver's license for
the type of vehicle that is being driven. Contactors shall provide operation and
safety training for all personnel.
No person shall be denied employment by Contractors for reasons of
race, sex, national origin, creed, age, physical handicap, sexual orientation
or religion.
9.3 Employee Uniform Regulations: Contractors' employees shall wear a
uniform or shirt bearing the company's name. Contractors shall furnish to each
employee an identifying badge, not less than two and one-half(2 V2")'inches in
diameter, with numbers and letters at least one (P) inch high, uniform in type.
Employees shall be required to wear such badges while on duty. Lettering
stitched on or identifying patches permanently attached to uniform shirts and
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jackets will be acceptable. Contractors shall keep a record of employees' names,
numbers and route assignments in a manner to allow identification of employees
at all times. Contractors shall provide their then current employee list(s) to the
City within twenty-four(24) hours of written notice from the City.
9.4 Compliance with State, Federal, County and City Law:
Contractors shall comply with all applicable City (including, without limitation,
Chapter 90 of the Miami Beach City Code, as amended from time to time),
Miami-Dade County, State of Florida, and Federal laws, as may be now or
hereinafter in effect.
9.5 Fair Labor Standards Act: Contractors are required and hereby agrees, by
execution of this Agreement, to pay all employees not less than Federal minimum
wage and to abide by other requirements, as established by Congress of the
United States in the Fair Labor Standard Act, as amended from time to time.
10. CONTRACTORS' OFFICE.
Contractors shall provide, at their expense, a suitable office located within, or in close
proximity to, Miami-Dade County, open between 8:00 A.M. and 5:00 P.M., Monday
through Friday, with a telephone number where complaints shall be received, recorded
and handled during normal working hours of each week, and shall provide for prompt
handling of emergency complaints and all other special calls in accordance with Section
0 hereof. The office shall include recording equipment for receipt and logging of off-
hours calls.
Notification to City: Contractors shall notify the City, in writing, about complaint
procedures, rates, regulations.
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11. CONTRACTORS' PERFORMANCE.
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Contractors' performance pursuant to this Agreement shall be supervised by the City
Manager of his designee. If at any time during the term of the Agreement performance is
considered unsatisfactory by the City Manager or his designee, Contractors shall
immediately take all steps necessary and implement such procedures, as required to
properly perform under the Agreement, including, without limitations increasing the
workforce, tools, and equipment (as needed to properly perform under this Agreement).
The failure of the City Manager or his Authorized Representative to give such
notification shall not relieve Contractors of their obligation to perform all work at the
time and in the manner specified by the Agreement.
Contractors shall furnish the City Manager or his Authorized Representative any
information relating to the Agreement to ascertain whether or not the work, as performed,
is in accordance with the requirements of the Agreement.
The City Manager may appoint qualified persons to inspect Contractors' operation and
equipment at any reasonable time, and Contractors shall admit authorized representatives
of the City to make such inspections at any reasonable time and place.
The failure of the City at any time to require performance by Contractors of any
provision herein shall in no way affect the right of the City thereafter to enforce same,
nor shall waiver by the City of any breach of provisions herein taken or held to be a
waiver of any breach of such provision or as a waiver of any provision itself.
12. COOPERATION/COORDINATION.
The City and its authorized representatives shall at all reasonable times be permitted free
access and every reasonable facility for the inspection of all work, equipment and
facilities of Contractors.
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Contractors shall cooperate with authorized representatives of the City in every way in
order to facilitate the quality and progress of the work contemplated under this
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Agreement. Contractors shall have at all times a competent and reliable English speaking
representative on duty authorized to receive orders and to act for Contractors in case of
its absence.
13. COMPLAINTS AND COMPLAINT RESOLUTION.
13.1 Complaints: Contractors shall prepare (in accordance with a format approved by
the City Manager or his Authorized Representative) and maintain a register of all
complaints and indicate the disposition of each complaint. Complaints shall be
identified and such record shall be available for City inspection at all times during
business hours. The form shall indicate the date and time on which the complaint
was received and the date and time on which it was resolved. All complaints shall
be addressed within a 24 hour period, except when a complaint is received after
12:00 noon on the day preceding a holiday, or on a Saturday or Sunday, in which
case the complaint shall be determined on the next working day. Legitimacy of
challenged complaints shall be determined on the basis of a joint inspection by the
City Manager or his Authorized Representative and a representative of
Contractors. Disputes shall be referred to the City Manager or his Authorized
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Representative, whose decision shall be final.
13.2 Dispute about Collection of Certain Items: It is recognized that disputes may arise
between the City and Contractors with regard to the collection of certain items
due to disputes over interpretation of language in this Agreement. The City
Manager may from time to time notify Contractors by telephone and/or facsimile
to remove all such refuse. Should Contractors fail to remove the refuse within
twenty-four (24) hours from time of notification, the City may do so, and all costs
incurred by the City shall be reimbursed by Contractors. If it is determined that
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the disputed refuse did not conform to the specifications of this Agreement, the
Contractors shall be entitled to reimbursement.
14. SUBCONTRACTORS/ASSIGNMENT
Subcontracting or assignment of this Agreement will not be permitted, whether in whole
or in part, without the prior written consent of the City Commission.
15. INSURANCE AND INDEMNIFICATION.
15.1 Indemnification: Each Contractor hereunder agrees to indemnify and hold harmless
the City of Miami Beach, and its officers, employees and agents, from and against
any and all actions, claims, liabilities, losses, and expenses, including, but not
limited to, attorneys' fees, for personal, economic or bodily injury, wrongful death,
loss of or damage to property, at law or in equity, which may arise or be alleged to
have arisen from the negligent acts, errors, omissions or other wrongful conduct of
said Contractor, its employees, agents, sub-contractors, or any other person or entity
acting under said Contractor's control, in connection with said Contractor's
performance of work pursuant to this Agreement and, to that extent, said Contractor
shall pay all such claims and losses and shall pay all such costs and judgments which
may issue from any lawsuit arising from such claims and losses, and shall pay all
costs and attorneys' fees expended by the City in the defense of such claims and
losses,including appeals.
Each Contractor's obligation under this Section shall not include the obligation to
indemnify the City of Miami Beach and its officers, employees and agents, from and
against any actions or claims which arise or are alleged to have arisen from negligent
acts or omissions or other wrongful conduct of the City and its officers, employees
and agents. The parties each agree to give the other party prompt notice of any
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claim coming to its knowledge that in any way directly or indirectly affects the other
party.
15.2 Insurance Required:
(a) Each Contractor must maintain, throughout the Term of this Agreement,
the following insurance coverage:
(1) Commercial general liability, in the amount of $1,000,000.00 per
occurrence, for bodily injury and property damage. This policy
must include coverage for contractual liability. The City of Miami
Beach Florida must be named as an additional insured on this
policy.
(2) Automobile liability, in the amount of $1,000,000.00 per
occurrence, for bodily injury and property damage, covering all
vehicles owned, leased or used by the Contractor within the limits
of the City. The City of Miami Beach Florida, must be named as
an additional insured on this policy.
(3) Workers' compensation and employer's liability, as required under
Florida law.
(b) All companies providing insurance shall be authorized to do business in
the State of Florida and rated B+:VI or better by Best's Key Rating Guide,
latest edition.
(c) No change or cancellation of this insurance shall be made without thirty
(30) days' written notice to the City's Risk Manager.
(d) It is understood and agreed that all policies of insurance provided by the
Contractor are primary coverage to any insurance or self-insurance the
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City possesses that may apply to a loss resulting from the work performed
by Contractors pursuant to this Agreement.
(e) All policies issued to cover the insurance requirements under this
subsection shall provide full coverage from the first dollar of exposure. No
deductibles will be allowed in any policies issued pursuant to this section
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.
(f) As evidence of the above coverage, Contractors must provide original
certificates of insurance to the City's Risk Manager, and these must be
approved by the Risk Manager prior to commencement of services herein.
Contractor must submit a new certificate evidencing continuing or
replacement coverage prior to the expiration date of the insurance policies
and must submit annually certified copies of the liability herein.
(g) Any deviation from these requirements must be approved by the City's
Risk Manager. The City reserves the right to increase the kinds and
amounts insurance, of coverage required if the City, in its sole discretion,
deems such increase necessary to protect the City.
16. DAMAGE TO OR DESTRUCTION OF EQUIPMENT.
If any item of equipment is damaged, destroyed, or stolen by an event which is covered
by insurance, Contractors will utilize the insurance proceeds to repair or replaces said
equipment. If the insurance proceeds are insufficient or the equipment has been damaged
or destroyed by an uninsured casualty, Contractors shall invest the additional funds
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needed to repair or replace the equipment.
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17. EVENTS OF DEFAULTY BY CONTRACTORS.
Each of the following events or conditions shall constitute an event of default by
Contractors:
(a) Any material failure by Contractors to perform or comply with terms and
conditions of this Agreement, and said failure continues for thirty (30)
days after written notice to Contractors demanding that such failure be
cured.
(b) Filing by or against Contractors of a bankruptcy, receivership, assignment
for the benefit of creditors, liquidation, dissolution, composition or
reorganization petition, or other insolvency proceeding.
C) If the services work the Agreement shall be vacated or abandoned by
Contractors during the term of this Agreement for a period of seven (7)
days or more.
d) Any representations or warranties furnished by Contractors in this
Agreement are found to be false or misleading in any material respect
when made.
18. REMEDIES UPON DEFAULT BY CONTRACTORS.
In the event of default by Contractors, the City may, without election of remedies:
a) Without recourse to legal process, immediately terminate the Agreement
by delivery of a Notice declaring termination (which shall become
effective upon receipt by Contractors), whereupon Contractors shall, at its
sole cost, remove the equipment;
b) 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 City, and/or for damages which
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shall include all costs and expenses reasonably incurred in exercise of its
remedy, and/or for specific performance; and
C) Terminate Contractor's franchise pursuant to the provisions for
termination of same, as provided in Chapter 90 of the City Code.
19. TERMINATION FOR CONVENIENCE BY THE CITY.
THE CITY COMMISSION, IN ADDITION TO THE RIGHTS AND OPTIONS TO
TERMINATE SET FORTH IN SECTION 18 OR IN ANY OTHER PROVISION SET
FORTH IN THIS AGREEMENT, RETAINS THE RIGHT TO TERMINATE THIS
AGREEMENT, IN WHOLE OR IN PART, AT ITS SOLE OPTION AND
DISCRETION AT ANY TIME DURING THE TERM HEREIN, FOR CONVENIENCE,
WITHOUT CAUSE AND WITHOUT PENALTY.
Said termination for convenience shall become effective thirty (3) days following receipt
by Contractors of a written termination notice. Contractors herein agree that upon
termination for convenience there shall be no further liability to the City, nor shall the
City have any further responsibilities or obligations to Contractors hereunder.
20. GOVERNING LAW AND EXCLUSIVE VENUE.
This Agreement shall be governed b and construed in accordance with the laws of the
gT g y> >
State of Florida, both substantive and remedial, without regard to principles of conflict of
laws. The exclusive venue for any litigation arising out of this Agreement shall be
Miami-Dade County, Florida, if in state court, and the U.S. District Court, Southern
District of Florida, if in federal court. BY ENTERING INTO THIS AGREEMENT,
CITY AND CONTRACTORS EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY
MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO,
OR ARISING OUT OF THIS AGREEMENT.
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21. LIMITATION 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 maximum 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 $10,000.00. Contractors hereby express their willingness to
enter into this Agreement with 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,
Contractors hereby agree that the City shall not be liable to Contractors for damages in an
amount in excess of$10,000.00 action or claim for breach of contract arising out of the
performance or non-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 Section 768.28, Florida Statues.
22. REPRESENTATION AND WARRANTIES OF CONTRACTORS.
Each Contractor warrants and represents to the City that:
a It has all requisite power, authority, licenses, permits, and franchises,
q
ate r otherwise, t execute and deliver this Agreement and perform
corporate o 0 0
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its obligations hereunder.
b) Its execution, delivery, and performance of this Agreement has been duly
authorized by, or is in accordance with, its organic instruments; this
Agreement has been duly executed and delivered for it by the signatories
so authorized; and it constitutes its legal, valid and binding obligation
upon Contractor.
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C) Its execution, delivery, and performance of this Agreement will not result
in a breach of 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.
d) It has not received any notice, nor to the best of its knowledge is there
pending or threatening any notice of any violation of any applicable laws,
ordinances, regulations, rules, decrees, awards, permits or orders which
would materially adversely affect its ability to perform hereunder.
e) It has, or will have under its control as of the Commencement Date, all
equipment, machinery, manpower, and as necessary, to perform under the
Agreement.
23. COMPLIANCE WITH LAW AND STANDARD PRACTICES.
Contractors shall perform their obligations hereunder in compliance with any and all
applicable Federal, State, and local Miami-Dade County and City laws, rules, and
regulations, in accordance with sound labor and safety practices, and in compliance with
any and all rules of the City relative to the work. Contractors shall be responsible for
obtaining any and all government permits, consents, and authorizations, as may be
required, to perform their obligations hereunder prior to the Commencement Date.
24. TAXES, LIENS AND FEES.
At all times during he term of this Agreement Contractors shall a on or before the due
g �' pay,
date, all taxes, fees, and assessments which may be levied upon or in respect of the
equipment, or their operations including, without limitations, as to commercial personal
property taxes, sales taxes, and intangible taxes, and Contractors 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, or operation of the equipment. In
26
the event that any lien or encumbrance of any nature relating to Contractors' equipment
or the operation or maintenance thereof is filed upon the City, Contractors shall have
thirty (30) days from the date written notice by City to have such lien or encumbrance
bonded off or discharged.
25. NOTICES AND CHANGES OF ADDRESSES.
All "Notices" to be given by either party to the other, shall be in writing and must be
either delivered or. mailed by registered or certified mail, return receipt requested,
addresses as follows:
To City: CITY OF MIAMI BEACH
CITY MANAGER'S OFFICE
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
ATTENTION: TIM HEMSTREET
ASSISTANT CITY MANAGER
WITH A COPY TO:
CITY OF MIAMI BEACH
SANITATION DIVISION
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
ATTENTION: ALBERTO ZAMORA
DIVISION DIRECTOR
To Contractors: PROGRESSIVE WASTE SOLUTIONS OF FL, INC.
3840 NORTHWEST 37 COURT
MIAMI, FLORIDA 33142
ATTENTION: DAMIAN RIBAR
GENERAL MANAGER
SOUTHERN WASTE SYSTEMS, LLC
2380 COLLEGE AVENUE
DAVIE, FLORIDA 33317
ATTENTION:TONY BADALA
GENERAL MANAGER
WASTE MANAGEMENT INC. OF FLORIDA
2125 NORTHWEST 10 COURT
MIAMI, FLORIDA 33127
ATTENTION: JASON NEAL
GOVERNMENT AFFAIRS DIRECTOR
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or such other addresses as either party may hereinafter designate by a Notice to the other.
Notices are deemed delivered or given and become effective upon mailing if mailed as
aforesaid and upon actual receipt if otherwise delivered.
26. NO WAIVER.
The failure of Contractors or the City to insist upon the strict performance of the terms
and conditions hereof shall not constitute or be construed as a waiver or relinquishment
of either party's right to thereafter enforce the same in accordance with this Agreement in
the event of a continuing or subsequent default on the part of Contractors or the City.
27. 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.
28. ASSIGNMENT.
The selection of Contractors as the service provider under this Agreement is based upon
the Contractor's respective experience, capability, and financial ability to perform the
work. Contractors shall not assign, delegate or subcontract any of the rights or
obligations under this Agreement without the prior written consent of the City
Commission.
29. COMPLETE AGREEMENT.
This Agreement, when executed, together with all exhibits attached hereto 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 the
parties hereto.
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30. FURTHER DOCUMENTS:
The parties shall execute and deliver all documents and perform all further acts that may
be reasonably necessary to effectuate the provisions of this Agreement.
31. INDEPENDENT PARTIES.
Nothing contained in this Agreement shall be deemed or construed for any purpose to
establish, between City and Contractors, a partnership or venture, a principal agent
relationship, or any relationship other than property owner and independent Contractors.
32. TIME OF THE ESSENCE
Time is of the essence with respect to each and every term and condition of this
Agreement.
33. FLORIDA PUBLIC RECORDS LAW
Pursuant to Section 119.0701 of the Florida Statutes, if any Contractor meets the
definition of"Contractor" as defined in Section 119.0701(1)(a), said Contractor shall:
(a) Keep and maintain public records that ordinarily and necessarily
would be required by the public agency in order to perform the
service;
(b) Provide the public with access to public records on the same terms
and conditions that the public agency would provide the records and
at a cost that does not exceed the cost provided in this chapter or as
otherwise provided by law;
(c) Ensure that public records that are exempt or confidential and
exempt from public records disclosure requirements are not
disclosed except as authorized by law; and
(d) Meet all requirements for retaining public records and transfer to the
City, at no City cost, all public records created, received, maintained
and/or directly related to the performance of this Agreement that are
in possession of the Contractor upon termination of this Agreement.
Upon termination of this Agreement, the Contractor shall destroy
any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. All records
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stored electronically must be provided to the City in a format that is
compatible with the information technology systems of the City.
For purposes of this Article, the term "public records" shall mean all documents, papers,
letters, maps, books, tapes, photographs, films, sound recordings, data processing
software, or other material, regardless of the physical form, characteristics, or means of
transmission, made or received pursuant to law or ordinance or in connection with the
transaction of official business of the City.
Contractor's failure to comply with the public records disclosure requirement set forth in
Section 119.0701 of the Florida Statutes shall be a breach of this Agreement.
In the event the Contractor does not comply with the public records disclosure
requirement set forth in Section 119.0701 of the Florida Statutes, the City may, at the
City's sole discretion, avail itself of the remedies set forth under this Agreement and
available at law.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their appropriate officials, as of the date first entered above.
FOR CITY: CITY OF MIAMI BEACH FLORIDA
ATTEST:
By:
Rafael E. Granado, City Clerk Philip Levine,Mayor
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FOR CONTRACTOR: PROGRESSIVE WASTE SOLUTIONS OF FL, INC.,
a Florida corporation
ATTEST:
By:
Thomas J.Fowler,Secretary Kevin C.Walbridge, President
Corporate Seal
FOR CONTRACTOR: SOUTHERN WASTE SYSTEMS, LLC, a Florida
limited Liability company
By: Southern Waste Systems Holdings LP, a Florida
limited partnership,its Manager
ATTEST: By: Southern Waste Holdings Management,LLC,the
general partner for Southern Waste Systems Holdings
LP
By:
Witness Charles Gusmano, as the manager for Southern
Waste Holdings Management,LLC
Print Name
FOR CONTRACTOR: WASTE MANGEMENT INC. OF FLORIDA, a
Florida corporation
ATTEST:
By:
Linda J. Smith, Secretary Timothy B. Hawkins, President
Corporate Seal
31
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EXHIBIT A
In-Kind Service
Facility Location # Container Freq Service
Description Provider
555 Bldg 555 17 St. 2 90 gal RTC 1 times/wk PWS
555 Bldg 555 17 St. 2 90 gal totes 5 times/wk PWS
Bass Museum 2121 Park Ave. 3 90 gal totes 7 times/wk PWS
Bass Museum 2121 Park Ave. 2 6yd can 7 times/wk PWS
Bass Museum 2121 Park Ave. 2 90 gal RCT 2 times/wk PWS
Botanical Garden 2000 Convention Ctr. Dr. 1 95 gal RCT 1 time/wk PWS
CIP 777 17 St. 3 90gal RCT 1 time/wk WM
City Hall 1700 Convention Ctr. Dr. 1 4yd can 5 times/wk PWS
City Hall 1700 Convention Ctr. Dr. 1 2yd can 1 times/wk WM
City Hall 1700 Convention Ctr.Dr. 10 .5 gal RCT 2 times/wk WM
Fire Station#1 1051 Jefferson Ave. 4 95 gal totes MWF PWS
Fire Station 41 1051 Jefferson Ave. 1 90 gal RCT 1 time/wk PWS
Fire Station 42 2')00 Pinetree Dr. 2 90 gal RCT 1 time/wk PWS
Fire Station 42 2300 Pinetree Dr. 1 4yd RCT 1 time/wk WM
Fire Station 42 2300 Pinetree Dr. 1 4yd can 1 time/wk WM
Fire Station 42 2')00 Pinetree Dr. 5 95 gal totes MWF PWS
Fire Station 43 5303 Collins Ave. 4 95 gal totes MWF PWS
Fire Station 4') 5303 Collins Ave. Recycling TBD
Fire Station 4') 5303 Collins Ave. 1 90 gal totes 1 time/wk PWS
Fire Station 44 6860 Indian Creek Dr. 2 95 gal totes MWF PWS
Fire Station 44 6860 Indian Creek Dr. Recycling TBD
Flamingo Park 999 11 St. Recycling 2 time/wk WM
Garden Ctr. Consery 2000 Convention Ctr. Dr. 1 1 yd can 5 times/wk PWS
Green Waste Facility 2800 Meridian Ave. 1 20yd roll-off 6 times/wk PWS
Green Waste Facility 2800 Meridian Ave. 2 20yd roll-off 3 times/wk PWS
Log Cabin 8128 Collins Ave. 1 2yd can 5 times/wk WM
MB Golf Course 2301 Alton Rd. 1 6yd can 7 times/wk WM
MB Golf Course 2301 Alton Rd. 4 90gal RTC 2 times/wk PWS
MB Ocean Rescue 7940 Collins Ave. 4 95 gal totes MWF PWS
MPMP Garage Struct Back of City Hall 4 90 gal 1 time/wk PWS
N. Shore Open Space 73` & Collins Ave. (350 1 2yd can 6 times/wk WM
Park 73`d St.
N. Shore Tennis Ctr. 7) St. &Harding Ave. 1 )yd can 6 times/wk WM
N. Shore Tennis Ctr. 73` St. &Harding Ave. 4 90 gal totes 5 times/wk PWS
N. Shore Tennis Ctr. 73` St. &Harding Ave. 2 90 gal totes 2 times/wk WM
Open Space 79th St& Collins Ave 2 6yd can 7 times/wk WM
Normandy Shore 2401 Biarritz Dr. 1 20yd roll-off 3 times/wk WM
Golf
Ocean& 10 St. 1 F& Ocean Dr. Hard pack 1 30yd roll-off 7 times/wk PWS
Old City Hall 1130 Washington Ave. 2 90 gal RTC 1 time/wk WM
Old City Hall 1130 Washington Ave. Bags 5 times/wk WM
PAL 99911 St. Recycling TBD
Parking Dept 1833-37 Bay Rd. 1 20yd roll-off On Call PWS
Parking Garage 7t" St. & Collins Ave. 4 90gal totes 7 times/wk PWS
Parking Garage 17 St. & Penn Ave (640 1 8yd can 7 times/wk WM
17d' St.)
Parks Division 2100 Meridian Ave. 1 6yd can 5 times/wk WM
Parks Division 2100 Meridian Ave. 1 30yd roll-off 3 times/wk PWS
21 t St. Rec. Ctr. 2100 Washington Ave. 2 90gal RTC 1 time/wk PWS
21St St. Rec. Ctr. 2100 Washington Ave. 4 90 gal totes 5 times/wk PWS
Police Station 1100 Washington Ave. 7 .5 totes 7 times/wk WSI
Police Station 1100 Washington Ave. 4 .5 gal RTC 2 times/wk PWS
Police Station 7030 Trouville Esplanade 1 2yd can 3 times/wk PWS
PD N. Sub-Station 6840 Indian Creek Dr. 1 95 gal RTC 1 time/wk PWS
PD N. Sub-Station 6840 Indian Creek Dr. 1 2yd can 4 times/wk WM
Property Mgmt 1245 Michigan Ave. 1 2yd can 5 times/wk WM
Property Mgmt 1245-55 Michigan Ave. 1 4yd can 5 times/wk WM
Property Mgmt 1245 Michigan Ave. 1 20yd roll-off On Call PWS
Property Mgmt 1245 Michigan Ave. 2 .5 gal RTC 2 times/wk WSI
Public Works Yard 451 Dade Blvd 1 4yd can 5 times/wk WM
1 time/wk
Public Works Yard 451 Dade Blvd 1 30yd roll-off & on call WM
as needed
Public Works Yard 451 Dade Blvd Recycling TBD
Sanitation Yard 140 MacArthur Causeway 1 20yd roll-off 3 times/wk PWS
Sanitation Yard 140 MacArthur Causeway 1 4yd can 5 times/wk PWS
Sanitation Yard 140 MacArthur Causeway 4 90 gal RTC 1 time/wk PWS
S. Shore Comm Ctr. 833 6 th St. 1 4yd can MWFS WM
Stash Site 7986 Collins Ave. 1 6yd can 7 times/wk WM
Wasteful Weekend 75 St. &Dickens Ave. 1 20yd roll-off 1 mo WM
Wasteful Weekend 6 St. &Meridian Ave. 2 20yd roll-off 1 mo PWS
Youth Ctr.N. Shore 2700 Sheridan Ave. 1 1 4yd can 5 times/wk WM
Youth Ctr.N. Shore 2700 Sheridan Ave. 6 90 gal RTC 2 times/wk WM
ECOMB 2012 n St. 2 90gal RTC Monday WM
Flamingo Tennis Ctr 1245 Michigan Ave. 2 90gal RTC Monday WM
1755 Meridian Ave. 1755 Meridian Ave. 1 4yd can 5 times/wk PWS
1755 Meridian Ave. 1755 Meridian Ave. 4 90 gal RTC 12 times/wk WM
Litter Can Routes City Wide
Area Direction # Container Freq Service
Description Provider
North Beach 63r Street to City Limits 196 Litter Cans 7 times/wk PWS
Mid Beach Dade Blvd to 6') d St. 218 Litter Cans 7 times/wk PWS
South Beach S. Point to Dade Blvd. 521 Litter Cans 7 times/wk WM
Service Providers:
PWS=Progressive Waste Solutions
WM=Waste Management
RCT=Recycling Totes
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EXHIBIT
MIAMI BEACH
City of Miami Beach, 1700 Convention Center Drive,Miami Beach, Florida 33139,www.miamlbeachfi.gov
PUBLIC WORKS Sanitation Division
Tel: 305-673-7616, Fax: 305-673-7627
PERMIT APPLICATION FOR PRIVATE GARBAGE & RECYCLING COLLECTION
DATE
LOCATION : OCCUPATIONAL LICENSE
NAME OF BUILDING:
TYPE OF BUILDING: APTS. # / HOTEL #OF ROOMS
COMMERCIAL: SQ.FT / RESTAURANT #OF CHAIRS
OWNER/AGENT/MANAGER: PHONE
ADDRESS:
CONTRACTOR: LICENSE#RL
ADDRESS: PHONE
GARBAGE SERVICE: C.YDS. EXACT LOCATION:
TIMES PER WEEK./DAYS OF WEEK
S M T W TH F SA
RECYCLING SERVICE: C.YDS. EXACT LOCATION:
TIMES PER WEEK./DAYS OF WEEK
S M T W TH F SA
TERMS AND CONDITIONS FOR PRIVATE GARBAGE COLLECTION
PER CHAPTER 90 OF THE CODE OF THE CITY OF MIAMI BEACH
A permit for.Private Garbage & Recycling Collections will be issued after the provisions of Chapter
90 of the Code of the City of Miami Beach, Dade County, Florida have been complied and after
verification of no outstanding debts with the Billing Division of the City of Miami Beach, Florida.
The City of Miami Beach reserves the right to continue the Billing for Waste Service until the
permit is issued.
Dumpster(s)shall be placed and kept on the location approved by the office of the Sanitation
Director who will forward to the applicants, all the information regarding this application.
The Contractor shall not deliver and place dumpster(s)for service prior to the issuance of such
permit per Section 90-193 of the Code of the City of Miami Beach, Florida.
Any change in the container's location or service requires the submission of a new Private
Garbage or Recycling Permit Application.
NOTE: Persons or firms who violate the above provisions shall be subject to penalties and may
be fined.
WE HEREBY AGREE to all the above terms under this application.
APPLICANT HAULER
PRINT NAME PRINT NAME
NON-EXCLUSIVE FRANCHISE WASTE CONTRACTOR AGREEMENT BETWEEN
CITY OF MIAMI BEACH, FLORIDA (CITY)
AND
WASTE MANGEMENT INC. OF FLORIDA, (FRANCHISEE)
FOR
RESIDENTIAL SOLID WASTE COLLECTION AND DISPOSAL FOR MULTIFAMILY
RESIDENCES WITH EIGHT (8) OR MORE UNITS; COMMERCIAL SOLID WASTE
COLLECTION AND DISPOSAL,
AS WELL AS FOR RECYCLING SERVICES FOR MULTI-FAMILY RESIDENCES WITH
TWO (2) OR MORE UNITS; AND FOR
COMMERCIAL PROPERTIES IN THE CITY OF MIAMI BEACH, FLORIDA.
RECITALS
The City of Miami Beach, Florida, does hereby find, determine and declare as follows:
(a) That it is in the public interest to ensure that all areas within the City limits are
adequately provided with high-quality solid waste collection and disposal service.
(b) That it is in the public interest to retain regulatory authority over solid waste
collection and disposal, to the extent allowed by law, because of the overriding
public health, safety and welfare considerations associated with the provision of
this service.
(c) That it is in the public interest to retain control over the use of public right-of-way
by solid waste collectors to ensure against interference with the public
convenience, to promote aesthetic considerations, and to protect the public
investment in right-of-way property.
(d) That it is in the public interest to attract high-quality solid waste collectors.
(e) That it is in the public interest to ensure that high-quality solid waste collection
and disposal service is maintained through a responsive complaint handling
procedure.
(f) That it is also in the public interest for solid waste collectors to offer and directly
provide recycling services to their clients.
(g) That the granting of a non-exclusive franchise is the best means of assuring that
the above-described interests of the City of Miami Beach are promoted.
That the October 16, 2013 City Commission Meeting, the Mayor and City
EXHIBIT Commission authorized the City Administration to issue a Request for
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Qualifications (RFQ)for franchise waste contractors to provide municipal solid
waste (MSW) collections and disposal services, including additional solid
waste/recycling services at city-owned properties (Recycling Services); and;
(i) That at the July 23, 2014 City Commission Meeting, the Mayor and City
Commission adopted Resolution No. 2014-28681, accepting the recommendation
of the City Manager pertaining to the ranking of proposals pursuant to the RFQ
2013-178SR; authorizing the Administration to enter into negotiations for new
franchise agreements with the top three (3) ranked proposers: Waste
Management Inc. of Florida, Progressive Waste Solutions of FL, Inc., and
Southern Waste Systems LLC (collectively the Franchisees), for MSW and
Recycling Services, including other related public benefits to the City, which at a
minimum, should contain the same (or more favorable) business terms than the
existing services agreement; and further authorizing the City Manager and City
Clerk to execute the franchise agreements and the additional services Agreements,
for an initial term of five years, commencing on October 1, 2014 and ending on
September 30, 2019, along with a possible renewal term of up to three (3) years,
at the City Commissions sole discretion; and
(j) That Waste Management Inc. of Florida, a Florida corporation ("Franchisee") has
indicated to the City that it is ready, willing, and able to provide the aforestated
services within the City of Miami Beach, in accordance with the provisions
contained within the following franchise agreement (Franchise Agreement or
Agreement), Chapter 90 of the City Code, and under the (additional) service
agreement(Service Agreement) executed simultaneously herewith.
NOW THEREFORE, City and Franchisee, in consideration of the mutual covenants herein
contained, agree as follows:
SECTION 1. DEFINITIONS
For the purposes of this Agreement, the following words shall have the following
meanings:
"Chapter 90 of the City Code" shall mean Chapter 90 of the Miami Beach City Code (the City
Code), as same may be amended from time to time.
"City" shall mean the City of Miami Beach, Florida.
"City Commission" shall mean the elected officials of the City of Miami Beach, Florida.
"City Manager" shall mean the chief operating officer of the City or his authorized designee.
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"Franchisee" shall mean Waste Management Inc. of Florida, a Florida corporation, which is
hereby granted this franchise and has hereby agreed to undertake and perform each and every
obligation as set forth in this Agreement.
"Gross Receipts" as referred to herein shall mean the entire amount of the fees collected by the
contractor (whether wholly or partially collected) for solid waste collection and disposal within the
City, but excluding any sales tax, or other tax, governmental imposition, assessment, charge or
expense of any kind, collected by the Franchisee from the account holder and required by law to be
remitted to the taxing or other governmental authority, and further excluding fees from servicing roll
off and portable containers.
"Service Agreement" shall mean the certain agreement between the City and Franchisee for
the provision of additional solid waste collection and disposal and recycling services at certain City
owned facilities and properties. The Service Agreement is intended to have a term that will run
concurrent with the term of the franchise and this Agreement. Execution of the Service Agreement by
City and Franchisee is a condition of the Franchise Agreement.
Any other words or terms used herein which are not defined in this Section shall have their
normal dictionary meaning and customary usage unless such terms are defined in Chapter 90 of the
City Code, in which case they shall have the meaning set forth therein.
SECTION 2. GRANT OF FRANCHISE
Pursuant to Chapter 90 of the City Code, which authorizes the granting of franchises for the
purposes set forth herein, Franchisee is hereby granted a franchise, including every right and privilege
appertaining thereto (except as otherwise limited by Chapter 90 of the City Code, and/or by present or
future Federal, State and County ordinances and laws), to operate and maintain a solid waste collection
and disposal service, and also to provide such recycling services as contemplated in Section 90-231 of
the City Code, in, upon, over and across the present and future streets, alleys, bridges, easements and
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other public right-of-ways, property(ies), and/or facility(ies) within the limits of the City of Miami
Beach, Florida, for the purpose of collecting and disposing of solid waste, and for the purpose of
providing recycling services as contemplated in Section 90-231 of the City Code, generated by the
citizens, residents, inhabitants, business enterprises and other entities therein. Except for Recyclable
Material otherwise provided for pursuant to Chapter 90 of the City Code, and/or by present or future
Federal, State or County ordinances and laws, Franchisee is hereby granted title to all of such solid
waste generated within said boundaries, insofar as the City can establish its legal right to make such
grant of title.
SECTION 3. GEOGRAPHICAL LIMITS OF THE FRANCHISE
The area covered by this franchise is the city limits of the City of Miami Beach, Florida, as
they are now located and any areas which may at some future time be incorporated into the City.
Franchisee agrees that the limits of the franchise are subject to expansion or reduction by annexation
and contraction of municipal boundaries and that Franchisee has no vested right in a specific area.
SECTION 4. TERM
As to Franchisee, the term of this franchise shall be deemed to have commenced on October
15 2014, which shall be the effective date of this Agreement (and may also be referred to as the
Commencement Date). The initial term of the franchise shall be five (5) years, commencing on the
Commencement Date, and shall terminate on September 30, 2019, unless sooner terminated by
revocation of the franchise, as provided in Chapter 90 of the City Code (Initial Term). Prior to the
expiration of the Initial Term of the franchise, the City Commission may choose, in its sole
discretion, to renew the franchise for up to an additional three (3) year renewal term (Renewal Term).
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SECTION 5. FRANCHISE CONSIDERATION
For a period of one year after the Commencement Date of this franchise, the Franchisee shall
pay to the City a franchise fee consisting of eighteen percent (18%) of said Franchisee's total
monthly Gross Receipts.. Thereafter, the City Commission shall have the option of raising the
franchise fee, as provided in Section 90-221 of the City Code.
Gross Receipts from servicing rolloff containers are not included under the franchise fee due
to the City, and shall be subject to separate fees, as set forth in Section 90-278 of the City Code.
Payment of the franchise fee shall be made monthly in accordance with Section 90-223 of the
City Code.
In addition to monthly payment of the franchise fee, and in accordance with Franchisee's
proposal in response to the RFQ, the Franchisee shall (during the term herein) also pay an annual
amount equal to two percent (2%) of its total annual Gross Receipts, to be applied by the City toward
the establishment, implementation and operation of a public right-of-way cleaning program, which
shall be operated through the City's Sanitation Division. The means, method and operation of this
program shall be determined and implemented in the City's sole and reasonable discretion. The
franchisee shall, on or before thirty (30) days following the close of its fiscal year, and in any event
no later than February 15th, of each year during the term of the franchise, deliver to the City's Chief
Financial Officer a statement of its annual Gross Receipts, certified by an independent certified
public accountant, reflecting Gross Receipts generated within the City for the preceding fiscal year.
Payment of the two percent (2%) amount shall be made annually to the City's Chief Financial
Officer, concurrent with the delivery of Franchisee's certified statement of annual Gross Receipts (as
provided above).
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SECTION 6. ASSIGNMENT
The rights herein granted to the Franchisee, and any licenses granted to the Franchisee by the
City, shall not be assigned by the Franchisee except with the express prior approval of the City
Commission, and as provided in Section 90-192(h) of the City Code.
In the event of such assignment, Franchisee shall cause its assignee to execute an agreement
of acceptance, subject to the approval of the City Manager, evidencing that such assignee accepts the
assignment subject to any and all terms, conditions and limitations imposed hereby, and which
acceptance shall include an affirmative statement evidencing such assignee's intent to fulfill the
obligations imposed upon Franchisee herein. Notwithstanding the City's approval of the assignment
and assignee's acceptance, Franchisee shall guarantee the performance of its assignee and such
assignment shall always be with full recourse to Franchisee.
SECTION 7. BANKRUPTCY OR INSOLVENCY
If the Franchisee becomes insolvent, this franchise shall terminate. If the Franchisee files a
petition of voluntary bankruptcy, or in the event of involuntary bankruptcy, this franchise shall
terminate no later than the date of filing of the bankruptcy petition.
SECTION 8. INDEMNIFICATION AND INSURANCE
Franchisee hereby agrees to indemnify, hold harmless and defend the City, its officers,
employees, agents and contractors against, and assumes all liability for, any and all claims, suits,
actions, damages, liabilities, expenditures, or causes of actions, of any kind, arising from
Franchisee's, and/or its officers, employees, agents, and contractors, activities and/or the use of the
public streets and/or other City property or right-of-ways, for the purposes authorized in this
franchise and in Chapter 90 of the City Code, and resulting or accruing from any negligence, act,
omission or error of the Franchisee, and/or its officers, agents, employees and contractors, and/or
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arising from the failure of Franchisee, to comply with each and every covenant of this franchise, or
with Chapter 90 of the City Code, or with any other Federal, State, County and/or City ordinance,
law, or regulation applicable to Franchisee's activities, resulting in or relating to bodily injury, loss of
life or limb, or damage to property sustained by any person, property, firm, corporation (or other
business entity). Franchisee hereby agrees to hold City, its officers, employees, agents and
contractors, harmless from and against all judgments, orders, decrees, attorney's fees, costs, expenses
and liabilities incurred in and about any such claim, investigation or defense thereof, which may be
entered, incurred or assessed as a result of the foregoing. Franchisee shall defend, at its sole cost and
expense, any legal action, claim or proceeding instituted by any person against the City, its officers,
employees, agents or contractors, as a result of any claim, suit or cause of action accruing from
activities authorized by this franchise, for injuries to body, limb or property as set forth above.
Franchisee agrees to maintain in full force and effect throughout the entire Term of the
franchise, the insurance coverages set forth in Section 90-196 of the City Code. Franchisee further
agrees that the City Manager may increase the kinds and amounts of insurance coverage required if,
in his sole reasonable judgment and discretion; he deems such increase necessary to protect the City.
Operation of activities by the Franchisee without the required insurance shall be grounds for
revocation of the franchise.
SECTION 9. COMPLIANCE WITH ORDINANCES, RULES, LAWS
Franchisee shall be solely responsible for keeping and maintaining itself fully informed with
all Federal, State, County and City ordinances (including, without limitation, Chapter 90 of the City
Code), laws, rules, regulations, and all orders and decrees of bodies or tribunals having jurisdiction
or authority, which in any manner affect its activities and this franchise, or which in any way affect
the conduct of its work (collectively, the aforestated are referred to as the Applicable Laws).
Franchisee shall at all times observe and comply with all Applicable Laws. Additionally, Franchisee
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shall be solely responsible for obtaining and maintaining current and in good standing any licenses
and permits required under Applicable Laws to conduct its business(es) and activities under the
franchise.
SECTION 10. REVOCATION OF FRANCHISE
Failure on the part of Franchisee to comply in any material way with the provisions of this
Franchise Agreement, Chapter 90 of the City Code, or other Applicable Laws, shall be grounds for
revocation or termination of the franchise, which termination shall be in accordance with Section 90-
234 of the City Code, and shall be effective upon written notice to Franchisee.
SECTION 11. REPORTING, ACCOUNTING; AUDIT
Franchisee shall keep an accurate set of books and records in accordance with general
accounting principles, reflecting the Gross Receipts derived under and pursuant to the franchise
rights granted herein. The City shall have the right to audit Franchisee's books and records, as
provided in Section 90-224 of the City Code.
SECTION 12. COLLECTION EQUIPMENT
Franchisee shall have on hand, at all times during the Term of the franchise, sufficient
personnel and equipment to permit Franchisee to fully, adequately and efficiently perform its duties
hereunder. Collection equipment shall be kept clean, sanitary, and neat in appearance, and in good
repair and working order at all times. The Franchisee shall at all times have available to it reserve
equipment, which can be put into service and operation within two (2) hours of any breakdown.
Such reserve equipment shall substantially correspond in size and capability to the equipment
normally used by Franchisee to perform its duties hereunder.
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SECTION 13. DISPOSAL
All solid waste shall be hauled to sites or facilities legally empowered to accept it for
treatment or disposal. The City reserves the right to approve or disapprove sites, taking into account
all governmental regulations, routes within the franchise area, and the rules and regulations of the
governmental body having jurisdiction over said sites or facilities
SECTION 14. COLLECTION SERVICES AND OPERATIONS
Franchisee's procedures for collection of solid waste shall be in keeping with all provisions of
Chapter 90 of the City Code and other Applicable Laws.
SECTION 15. STORMS AND OTHER EMERGENCIES
In case of an unusually severe storm, and/or other extreme acts of weather (i.e. including,
without limitation, tropical storms, tropical depressions, hurricanes, floods, tornadoes, etc.), or
disruption caused by other emergencies not caused by Franchisee, the City Manager may grant
Franchisee reasonable variance from its regular schedules. As soon as practicable after such storm,
act of weather, or other emergency, Franchisee shall inform the City of the estimated time required
before regular schedules and routes can be resumed and, upon request of the City Manager and in
such form as determined by the City Manager, Franchisee shall provide notice of same to its
commercial and residential (multi-family) clients in the franchise area. In event of a storm, act of
weather, or other emergency requiring mass clean-up operations, Franchisee shall, upon direction of
the City Manager, participate in said clean-up, to the extent directed by the City Manager.
Franchisee shall be compensated by the City, in the amount of actual costs, plus twelve percent
(12%) of said costs, and shall be excused from conducting regular services, as and to the extent
approved by the City Manager. Any expense incurred or revenue received under this Section 15
shall not be included or considered in rate base calculations.
i
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SECTION 16. NON-WAIVER
The failure by the City at any time to require performance by the Franchisee of any provision
hereof, or of Chapter 90 of the City Code, or of any other Applicable Laws, shall not in any respect
limit, prejudice, diminish, or constitute a waiver of any rights of the City thereafter to enforce same,
nor shall waiver by the City of any breach of any provision of the Franchise Agreement, or of
Chapter 90, or of any other Applicable Laws, be taken or held to be a waiver of the City's rights to
enforce or take action against any such succeeding breach (of such provision), or as waiver of any
provision itself.
SECTION 17. CONTINUED OPERATIONS DURING DISPUTES
In the event that a dispute arises between the City and Franchisee (or any other interested
party) in any way relating to this franchise (including performance or compensation hereunder), the
Franchisee shall continue to perform hereunder and to render service in full compliance with all
terms and conditions of the Franchise Agreement, regardless of the nature of the dispute.
Franchisee expressly recognizes the paramount right and duty of the City to provide adequate
waste collection and disposal services as a necessary governmental function, and further agrees, as
consideration for the City's approval and execution of this Franchise Agreement that, in the event of
a dispute, said Franchisee will not cease performance or stop service during the pendency of any
such dispute.
SECTION 18. HANDLING OF COMPLAINTS
Franchisee shall be bound by Chapter 90 of the City Code with regard to handling of
complaints from its patrons.
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SECTION 19. NONDISCRIMINATION
The Franchisee agrees that it has adopted and will maintain and enforce a policy of
nondiscrimination on the basis of race, color, national origin, religion, sex, intersexuality, gender identity,
sexual orientation, marital and familial status, and age or disability. Said nondiscrimination policy shall
apply to employment practices of the Franchisee and the provision of services. The Franchisee
agrees that, upon written request from the City Manager, it will permit access to its records of
employment, employment advertisements, application forms, and other pertinent data and records, by
the City for the purposes of investigation to ascertain compliance with the non-discrimination
provisions of this Section; provided, however, that Franchisee shall not be required to produce for
inspection any records covering any period of time more than two (2) years prior to the effective date
of this franchise.
SECTION 20. RECYCLING SERVICES REQUIREMENTS
I. In accordance with the provisions of Sections 90-231, 90-340, and 90-341 of the City
Code, during the Term of this franchise, Franchisee shall comply with the following recycling
requirements:
(a) As a condition of the franchise, each franchise waste contractor shall be
required to offer directly, or through a subcontractor, who shall be
licensed by the city and state, recycling for any and all accounts serviced
by the contractor (including, without limitation, any and all residential and
commercial accounts).
(b) All of franchisee's contracts (within the jurisdictional limits of the City of
Miami Beach) for waste collection and disposal services (an account) for
multifamily residences and commercial accounts shall also include a
proposal to provide recycling services. Such recycling proposal shall, to
the maximum extent that is commercially feasible, maximize recycling
activity in the City, and provide for sufficient flexibility in recyclable
materials container size and location, as is both necessary and consistent
for the particular account.
(c) Whether directly provided, or subcontracted with a qualified recycling
contractor, each recycling proposal shall require Franchisee to disclose to
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the contract holder the savings offset that is anticipated as a result of the
recycling and the consequent reduction of solid waste disposed; provided,
however, that the recycling proposal (and the required savings offset) shall
remain within the purview of the Franchisee and the multifamily or
commercial account holder to negotiate.
(d) Pursuant to Section 90-231(b) of the City Code, with respect to
multifamily residences only, each of Franchisee's contracts must disclose
to an account holder that in the event that the recycling bid and/or price
quote (hereinafter, the offer) provided by the contractor to an account
holder who is an owner, occupant, or operator or manger of an apartment
building or the multifamily residence, is deemed unfair by said owner,
occupant, or operator or manger, then the aggrieved party may file a
protest with the City Manager, in writing within 30 days of receipt of the
offer by the aggrieved party; the protest must include a copy of the offer;
and must clearly state the reasons and grounds upon which that the
aggrieved party considers the offer to be unfair.
(e) Each franchise waste contractor must appropriately designate the recycling
collection containers they provide to customers. The containers must
contain the appropriate signage and information, as shall be established
and approved by the City. Additionally, each franchise waste contractor
shall assist and provide written notice to the Director of Public Works in
identifying multifamily accounts and commercial accounts which do not
have a recycling program or, in the alternative, which have allowed a
recycling program to lapse or expire.
II. Pursuant to Section 90-340 of the City Code, each Franchisee, which provides solid
waste services as a franchise waste contractor, shall offer those recycling services for any multi-family
residence with nine (9) or more dwelling units; and effective November 1, 2014, for any multi-family
residence with two (2) or more dwelling units, as a single stream recycling process or as a modified
recycling program, as more particularly set forth in Section 90-344.
(a) Pursuant to Section 90-340(b), the recycling services for multifamily
residences shall consist of a single stream recycling process. The single
stream recycling process shall separate, from all other solid waste, the five (5)
following recyclable materials:
1. 90-340(b)(1) Newspaper. Used or discarded newsprint, including any
glossy inserts;
2. 90-340(b)(2) Glass. Glass jars, bottles, and containers of clear, green
or amber (brow) color of any size or shape used to store and/or
package food and beverage products for human or animal
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consumption, and/or used to package other products which must be
empty and rinsed clean or residue. This term excludes ceramics,
window or automobile glass, mirrors, and light bulbs;
3. 90-340(b)(3) Metal food and beverage containers. All ferrous and
nonferrous (i.e., including, but not limited to, steel, tin-plated steel,
aluminum and bimetal) food and beverage containers (i.e., including,
but not limited to , cans, plates, and trays) of any size or shape used to
store and/or package food and beverage products suitable for human or
animal consumption, which must be empty and rinsed clean or residue;
4. 90-340(b)(4) Other metal containers. All other ferrous and nonferrous
containers used to package household products including, but not
limited to, paint cans and aerosol cans, which must be empty and
rinsed clean or reside; and,
5. 90-340(b)(5) Plastics. All high density polyethylene (HDPE) and/or
polyethylene terephthalate (PET) bottles, jugs, jars, cartons, tubs,
and/or other containers, and lids, of any size or shape used to package
food, beverages, and/or other household products, or crankcase oil,
which must be empty and rinsed clean of residue. This term excludes
all plastic film, plastic bags, vinyl, rigid plastic (i.e., toys), and plastic
foam materials.
III. Each Franchisee, as a franchise waste contractor, shall offer those recycling services
for commercial establishments, as a single stream recycling process, as more particularly set forth in
Section 90-341 of the City Code, or as a modified recycling program, as more particularly set forth in
Section 90-344 of the City Code.
The single stream recycling process shall separate, from all other solid waste, the following
recyclable materials:
1. 90-341(b)(1) Newspaper, cardboard, magazines, and catalogues, telephone
books and/or directories, and office paper; used or discarded newsprint,
including any glossy inserts;
2. 90-341(b)(2) Glass. Glass jars, bottles, and containers of clear, green or amber
(brow) color of any size or shape used to store and/or package food and
beverage products for human or animal consumption, and/or used to package
other products which must be empty and rinsed clean or residue. This term
excludes ceramics, window or automobile glass, mirrors, and light bulbs;
3. 90-341(6)(3)Metal food and beverage containers. All ferrous and nonferrous
(i.e., including, but not limited to, steel, tin-plated steel, aluminum and
bimetal) food and beverage containers (i.e., including, but not limited to , cans,
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plates, and trays) of any size or shape used to store and/or package food and
beverage products suitable for human or animal consumption, which must be
empty and rinsed clean or residue;
4. 90-341(b)(4) Other metal containers. All other ferrous and nonferrous
containers used to package household products including, but not limited to,
paint cans and aerosol cans, which must be empty and rinsed clean or reside;
including scrap metal, which shall mean used or discarded items suitable for
recycling, consisting predominantly of ferrous metals, aluminum, brass,
copper, lead, chromium, tin, nickel or alloys thereof including, but not limited
to, bulk metals such as large metal fixtures and appliances (including white
goods such as washing machines, refrigerators, etc.), but excluding metal
containers utilized to store flammable or volatile chemicals, such as fuel tanks;
5. 90-341(b)(5) Plastics. All high density polyethylene (HDPE) and/or
polyethylene terephthalate (PET) bottles,jugs,jars, cartons, tubs, and/or other
containers, and lids, of any size or shape used to package food, beverages,
and/or other household products, or crankcase oil, which must be empty and
rinsed clean of residue. This term excludes all plastic film, plastic bags, vinyl,
rigid plastic (i.e., toys), and plastic foam materials;
-6. 90-341(b)(6) Textiles; and,
7. 90-341(b)(72) Wood. Clean wood waste and/or pieces generated as by-
products from manufacturing of wood products. It excludes clean yard waste
and clean waste (Le., natural vegetation and minerals such as stumps, brush,
blackberry vines, tree branches, and associated dirt, sand, tree bark, sand and
rocks), treated lumber, wood pieces, or particles containing chemical
preservatives, composition roofing, roofing paper, insulation, sheetrock, and
glass.
SECTION 22. INVALIDITY—NO RIGHT OF ACTION
If this Franchisee Agreement, or any provision thereof, is found to be invalid or
unconstitutional by any court of competent jurisdiction, and/or if Franchisee is prevented from
exercising its rights hereunder by present or future Federal, State, or County ordinances or laws and
Franchisee's rights under this franchise are materially impaired thereby, Franchisee shall have no
claim or cause of action against the City therefore.
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SECTION 23. POWER TO REGULATE STREETS
Nothing in this Agreement shall be construed as surrender by City of its right or power to
pass ordinances regulating the use of its streets, and/or other public right of ways, and/or public
properties or facilities.
SECTION 24. ACCEPTANCE OF FRANCHISE
This Franchise Agreement shall be filed with the Miami Beach City Clerk within twenty (20)
days after the date of approval of the franchise by the Mayor and City Commission and execution by
the parties hereto. Filing of a fully executed Franchise Agreement with the City Clerk shall be
deemed proof of Franchisee's acceptance of the franchise.
SECTION 25. GOVERNING LAW AND EXCLUSIVE VENUE
This Franchisee Agreement shall be governed by, and construed in accordance with, the laws
of the State of Florida,both substantive and remedial, without regard to principles of conflict of laws.
The exclusive venue for any litigation arising out of this Agreement shall be Miami — Dade County,
Florida, if in State court, and the U.S. District Court, Southern District of Florida, if in Federal court.
BY ENTERING INTO THIS AGREEMENT, CITY AND FRANCHISEE EXPRESSLY WAIVE
ANY RIGHTS EITHER PARTY MAY HAVE TO A' TRIAL BY JURY OF ANY CIVIL
LITIGATION RELATED TO, OR ARISING OUT OF, THIS AGREEMENT.
SECTION 26. NOTICE
All notices and communications in writing required or permitted hereunder may be delivered
personally to the representatives of the Franchisee and the City listed below or may be mailed by
registered mail, postage prepaid (or airmailed if addressed to an address outside of the city of
dispatch).
Until changed by notice in writing, all such notices and communications shall be addressed as
follows:
Franchise Waste Contractor Agreement between the CMB and Waste Management Inc.of Florida
Page 16 of 18
TO FRANCHISEE: Waste Management Inc. of Florida
2125 Northwest 10th Court
Miami, Florida 33127
Attention: Jason Neal
Government Affairs Director
TO CITY: City of Miami Beach
Attn: Jimmy L. Morales, City Manager
1700 Convention Center Drive
Miami Beach, Florida 33139
(305) 673-7010
WITH COPIES TO: City of Miami Beach
Attn: Eric Carpenter, Public Works Director
1700 Convention Center Drive
Miami Beach, Florida 33139
(305) 673-7080
and
City of Miami Beach
Attn: Alberto Zamora, Public Works Sanitation Director
1700 Convention Center Drive
Miami Beach, Florida 33139
(305) 673-7616
Notices hereunder shall be effective:
If delivered personally, on delivery; if mailed to an address in the city of dispatch, on the day following
the date mailed; and if mailed to an address outside the city of dispatch on the seventh day following
the date mailed.
SECTION 27. FLORIDA PUBLIC RECORDS LAW
Pursuant to Section 119.0701 of the Florida Statutes, if the Franchisee meets the definition of
"Contractor" as defined in Section 119.0701(l)(a), the Franchisee shall:
(a) Keep and maintain public records that ordinarily and necessarily would be
required by the public agency in order to perform the service;
(b) Provide the public with access to public records on the same terms and
conditions that the public agency would provide the records and at a cost
that does not exceed the cost provided in this chapter or as otherwise
Franchise Waste Contractor Agreement between the CMB and Waste Management Inc.of Florida
Page 17 of 18
provided by law;
(c) Ensure that public records that are exempt or confidential and exempt
from public records disclosure requirements are not disclosed except as
authorized by law; and
(d) Meet all requirements for retaining public records and transfer to the City,
at no City cost, all public records created, received, maintained and/or
directly related to the performance of this Agreement that are in
possession of the Franchisee upon termination of this Agreement. Upon
termination of this Agreement, the Franchisee shall destroy any duplicate
public records that are exempt or confidential and exempt from public
records disclosure requirements. All records stored electronically must be
provided to the City in a format that is compatible with the information
technology systems of the City.
For purposes of this Article, the term "public records" shall mean all documents, papers, letters,
maps, books, tapes, photographs, films, sound recordings, data processing software, or other material,
regardless of the physical form, characteristics, or means of transmission, made or received pursuant to
law or ordinance or in connection with the transaction of official business of the City.
Franchisee's failure to comply with the public records disclosure requirement set forth in
Section 119.0701 of the Florida Statutes shall be a breach of this Agreement.
In the event the Franchisee does not comply with the public records disclosure requirement set
forth in Section 119.0701 of the Florida Statutes, the City may, at the City's sole discretion, avail itself
of the remedies set forth under this Agreement and available at law.
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Franchise Waste Contractor Agreement between the CM8 and Waste Management Inc.of Florida
Page 18 of 18
IN WITNESS WHEREOF, the parties hereto have caused this Franchisee Agreement to be
executed by their appropriate officials, as of the date first entered above.
FOR CITY: CITY OF MIAMI BEACH,FLORIDA
ATTEST:
By:
Rafael E. Granado, City Clerk Philip Levine,Mayor
FOR FRANCHISEE: WASTE MANGEMENT INC. OF FLORIDA,
A FLORIDA CORPORATION
ATTEST:
By:
Linda J. Smith, Secretary Timothy B. Hawkins,President
Corporate Seal