HomeMy WebLinkAboutWaste Management Service Agmt
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SERVICE AGREEMENT BETWEEN THE
CITY OF MIAMI BEACH, FLORIDA AND
WASTE MANAGEMENT
OF DADE COUNTY NORTH
FOR ADDITIONAL SOLID WASTE
COLLECTION AT CITY OWNED FACILITIES
AND PROPERTIES
TABLE OF CONTENTS
1. RECITALS .................................................................................. .. ......2
2. LIAISON BETWEEN CITY AND CONTRACTOR ..........................................2
3. COMMENCEMENT OF WORK................................................... ........... .....2
4. TERM ....................................................................................... ...... ....2
4.1 ....................................................................................... ..........2
4.2 .. . . .. .. .. .. .. . . .. . . . . . . . .. .. . .. . . .. .. . . .. . .. .. . .. . . .. .. .. . . . . . . . . . . . . .. . . . . .. .. . .. .... ..........2
4.3 . . . . . . .. .. .. .. .. .. . .. . . . . .. .. . . .. . .. .. . . . . . .. .. . . . . .. . .. .. .. .. . . . . . . . . . . . . . . .. . . . . . . ... ..........2
5. DEFINITION OF TERMS....... ........................................................... .... .....3
5.1 Authorized Representative..................................................................3
5.2 City ................................................................................. ..........3
5.3 City Manager...................................................................... ...... .....3
5.4 Construction and Demolition Debris........................................... ...........3
5.5 Contractor(s)....................................................................... ...........3
5.6 Disposal Costs..................................................................... ..........3
5.7 Garbage. . . . .. .. . . . . .. . . . . . . . .. .. . . . . . . . .. .. . . . . . . . .. .. . . . . . . . . . . . . . .. . . . . . .. . . . .. .. .. . .. .. ...3
5.8 Garbage Can or Container .............................................................. ...4
5.9 Industrial Wastes ...........................................................................4
5.10 Landfill ............ ......................................................... .................4
5.11 Loose Refuse ............................................................................ ...4
5.12 Mechanical Container................................................................... ...4
5.13 Recyclable Materials .................................................................. ...4
5.14 Recycling....................................................................................4
5.15 Refuse .................................................................................. ....4
5.16 Refuse Regulations ..................................................................... ....5
5.17 Remodeling and Home Repairs Trash...................................................5
5.18 Roll-Off Container ..................................................................... .....5
5.19 Solid Waste ............................................................................. ....5
5.20 Solid Waste Disposal Facility.............................................................5
5.21 Special Waste .. .. .. .. .. .. .. .. .. . .. .. . .. .. .. .. . .. .. .. .. .. .. . .. . .. . .. . .. .. .. .. . .. . .. . .. . .. .. ..5
5.22 Specifications.. . . . . . . . . . .. .. . . . . . . . .. . . . . . . . .. . .. . .. .. . . . . . .. .. . . .. .. .. .. .. .. .. .. . .. . . .. .. ...5
5.23 Waste/Solid Waste ....................................................................... ...5
5.24 White Goods.............................................................................. ...5
5.25 Yard Trash - Regular.......................................................................5
5.26 Yard Trash - Bulk .. . . .. .. . . . . . .. . . . . . . . . . . . . . .. .. . . . . . . . . . . . .. .. . . . . .. . . . . . . . . .. .. . .. . .. ..6
6. DESCRIPTION OF WORK- SOLID WASTE PROGRAM .................................6
6.1.. . . . . . .. .. . . . . .... ........ . .. .. . . . . . . . .. .. .. . . . . . .. .. . . . . . . . . . . . .. . . . . .. . . . . .. . . . . .. .. . . .. .. . .. .. ....6
6.2 ............... ................................................................................. ......6
6.3 Protection of Adjacent Property and Utilities ...........................................6
6.4 Spillage ....................................................................................... 7
6.5 Frequency of Collection ...................................................................7
6.6 Receptacle.................................................................................... 7
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6.7 Method of Collection of Garbage................................. ...... ... ............... 7
6.8 Schedules and Routes ......................................................................8
6.9 Force Majeure ...............................................................................8
6.10 Collection Equipment ......................................................................8
6.11 Refuse Quantities ........................................................................... 9
6.12 Disposal at a Solid Waste Disposal Facility ......................................... ...9
7. ROLL OFF WASTE CONTAINER PROGRAM ............................................9
7.1 ................................................................................................... ..9
7.2 Frequency of Collection .............................................. .. .. . . . .. .. . .. .. . . . ..9
7.3 City Sponsored Events .................................................................. ...9
7.4 ............................................................................................. ..10
8. CONTRACTORS' PERSONNEL............................................................. ..10
8.1 Contractor's Officer(s) ....................................................................1 0
8.2 Conduct of Employees ................................................................. ...10
8.3 Employee Uniform Regulations ...... . . . . .. . .. .. . . .. .. . . .. .. .. .. .. .. . . .. . . . . . . . .. .. .. . . .10
8.4 Compliance with State, Federal and Municipal Law............................... ...10
8.5 Fair Labor Standards Act .............................................................. ...II
8.6.. . . . . .. . . . . . .. . ... ..................................................................................11
8.7............... ................................................................................... ...II
8.8............... ................................................................................... ...11
9. CONTRACTOR'S OFFICE.................................................................. ....II
9.1.................... .............................................................................. ...11
9.2. .. . . . . . .. .. .. .. .. .. . . . . . .. .. . .. . . .. .. . . . . . .. .. .. . . . . . . . .. .. . .. .. . . . . . .. .. . . .. .. . .. .. .. .. . . .. .. . .. ..11
10. CITY'S AGREEMENT NOT TO FILL FIFTH FRANCHISE FOR PRIVATE
WASTE COLLECTION ....................................................................... ...11
11. CONTRACT PERFORMANCE .............................................................. ...12
11.1............. ............................................................................... .... ...12
11.2............. ................................................................................. .....12
11.3.................... ........................................................................... ....12
11.4..................... ............................................................................. .13
12. COOPERATION/COORDINATION....................................................... ....13
12.1...................................... ......................................................... ....13
12.2............. ................................................................................. ......13
13. COMPLAINTS AND COMPLAINT RESOLUTION ........................................13
13.1 Complaints............ ............................................. ...... ................. .13
13.2 Dispute about Collection of Certain Items................................. ............13
14. SUBCONTRACTORS............... ... ..................... ...... ............................. ..14
15. INSURANCE AND INDEMNIFICATION................................................ ....14
15.1 Indemnification.. . .. . .. . . . . .. . .. .. . . . . . .. .. .. . .. . . . .. . .. .. .. .. .. .. .. . . .. .. . . . . .. . .. . . .. .. ..14
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15.2 Insurance Required...................................................................... ..15
16. DAMAGE TO OR DESTRUCTION OF EQUIPMENT................................... ..16
17. EVENTS UPON DEFAULT BY CONTRACTOR ....................................... ....16
18. REMEDIES UPON DEFAULT BY CONTRACTOR ........................................17
19. TERMINATION FOR CONVENIENCE BY THE CITY ............................... .....17
19.1....................... ........................................................................ .....17
19.2................................................................................................... .17
20. GOVERNING LAW AND EXCLUSIVE VENUE ...........................................17
21. LIMITATION OF CITY'S LIABILITY ............... ................................ ..... ..... .18
22. REPRESENTATION AND WARRANTIES OF CONTRACTOR ........................18
23. APPLICABLE LAW .................. . . . . . .. . . . . . . . . . .. . . . . . . . . . . . .. .. .. .. .. .. .. .. .. . .. . .. . .. .. .. .19
24. COMPLIANCE WITH LAW AND STANDARD PRACTICES...... .................... ..19
25. TAXES, LIENS AND FEES ............................................................... .....19
26. NOTICES AND CHANGES OF ADDRESSES ........................................... ..20
27. NO WANER ................................................................................. ....20
28. SEVERABILITy................................................................................ .21
29. ASSIGNMENT.............................................................................. .....21
30. COMPLETE AGREEMENT ................................................................. ..21
31. FURTHER DOCUMENTS .................................................................. ...21
32. INDEPENDENT PARTIES ... ......... ... ...... ... ..................... ........................21
33. TIME OF THE ESSENCE .................................................................. ....22
ATTACHMENTS
EXHffiIT A
DESCRIPTION OF WORK
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SERVICE AGREEMENT BETWEEN THE CITY OF MIAMI BEACH, FLORIDA
(CITY) AND WASTE MANAGEMENT OF DADE COUNTY NORTH, A DIVISION OF
WASTE MANAGEMENT INC. OF FLORIDA (CONTRACTOR) FOR ADDITIONAL
SOLID WASTE COLLECTION AT CITY OWNED FACILITIES AND PROPERTIES
/ a- fl:7I
The Service Agreement is entered into this Eday of ()C (1JgHL, 2003 by and
between Waste Management of Dade County North, a Division of Waste Management Inc. of
Florida (Contractor), and the City of Miami Beach, Florida (City), for the purpose of additional
solid waste collection services at City facilities and City-owned properties within the City of
Miami Beach city limits (Collection Area), and other such services from the Collection Area. as
required by the City and as more particularly set forth herein.
RECITALS
WHEREAS, on October, 1991, the Mayor and City Commission adopted Ordinance
Nos. 91.2758; 91-2759; 91-2760; and 91-2761, respectively, providing for the granting of non-
exclusive franchises to: Ameri-Carting, Inc. (which was assigned to Westside Sanitation d/b/a
Lazaros Waste Recycling, which in turn is now succeeded by Republic Services of Florida.
Limited Partnership d/b/a All Service - Miami Dade Division); Davis Sanitation, Inc; Waste
Management of Dade County North, a Division of Waste Management, Inc. of Florida; and ,
Browning Ferris Industries Waste Services of North America, for the collection and disposal of
solid waste generated within the City of Miami Beach; and
WHEREAS, the City Commission, on October 15,2003, adopted Resolution No. 2003-
2 5 3 8 5 , approving the renewal of the four aforementioned franchisees for a term of five (5) years,
commencing retroactively on October 1,2003, and ending on September 30,2008; and
WHEREAS, said approval is subject to and contingent upon execution of the foregoing
Service Agreement for provision of additional waste collection and removal services for City-
owned facilities and City-owned properties; said Agreement to run concurrently with the term of
the franchise.
NOW THEREFORE, City and Contractor, in consideration of the mutual covenants
herein contained, agree as follows:
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SECTION 1 RECITALS
The foregoing recitals are true and correct and are hereby incorporated by
reference into this Agreement.
SECTION 2 LIAISON BETWEEN CITY AND CONTRACTOR
All dealings, contracts, notices and payments between Contractor and the City
under this Agreement shall be directed by Contractor to the City Manager or his
designee.
SECTION 3 COMMENCEMENT OF WORK
The work outlined herein shall commence immediately upon receipt of a Notice
to proceed from City, but no later than October 1, 2003.
SECTION 4 TERM
4.1 The initial term of the Agreement shall be for a five (5) year period, beginning on
October 1,2003, and terminating on September 30, 2008
4:2 Provided Contractor continues to hold a non-exclusive franchise with the City for
solid waste collection and disposal within the City, and its Franchise Agreement
is in good standing, the City shall have the option, at its sole discretion, to renew
this Agreement, subject to the terms and conditions set forth herein, including the
same costs to the City, as set forth herein, for a renewal term to run concurrently
with the Contractor's Franchise Agreement, but in no event to exceed a term of
five years commencing October 1, 2008. City shall give Contractor written
notice of such renewal at least sixty (60) days prior to the end of the initial term,
as same is set forth in subsection 4.1 above.
4.3 Notwithstanding Subsections 4.1 and 4.2 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; to continue throughout the initial term of this
Agreement, and any renewal terms. 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 Contractor's performance pursuant to
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the Agreement, shall not adversely impact Contractor's performance, fees, rate
structures costs (i.e. increases) in such a manner as to negatively impact its duties
with "private" customers in the City, as set forth in Contractor's respective non-
exclusive franchises for solid waste collection and Disposal services. In the event
that the City Commission, in its sole discretion, determines that there has been
such an adverse impact, it reserves the right to terminate this Agreement for
convenience, pursuant to Section 19 of the Agreement
SECTION 5 DEFINITION OF TERMS
5.1 Authorized Reoresentative: The employee or employees designated in writing by
the City Manager to represent the City in the administration and supervision of
this Agreement.
5.2 City: The City of Miami Beach, Florida, and its authorized representatives.
5.3 City Manager: The City Manager of the City of Miami Beach, Florida, or a
designee appointed by the City Manager.
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 its duly authorized
representative(s). All successors to Contractor are included in this definition.
5.6 Disposal Costs: The "tipping fees" charged to Contractor for disposal of the
garbage and trash collected by Contractor.
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
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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 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.
5.10 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
solid waste for disposal in or upon land other than land-spreading site, injection
well, or surface impoundment.
5.11 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 Subsection 5.8. Refuse which is collected from the ground is
considered loose refuse.
5.12 Mechanical Container: Any detachable metal container designed or intended to be
mechanically dumped into a loader/packer type of garbage truck used by the
Contractor.
5.13 Recyclable Materials: Those materials which are capable of being recycled and
which would otherwise be processed or disposed of as solid waste.
5.14 Recvcling: 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.
5.15 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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5.16 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.
5.17 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.
5.18 Roll-Off Container: A container with a minimum capacity of ten cubic yards
designed to be transported by a motorized vehicle.
5.19 Solid Waste: Refuse, yard trash, clean debris, white goods, special waste, refuse
and other discarded material.
5.20 Solid Waste Disoosal Facilitv: 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.
5.21 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.
5.22 Soecifications: 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.
5.23 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.
5.24 White Goods: Inoperative and discarded refrigerators, ranges, water heaters,
freezers, small air conditioning units, and other similar domestic.
5.25 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
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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.
5.26 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 Contractor 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 Contractor 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.
SECTION 6 DESCRIPTION OF WORK- SOLID WASTE PROGRAM
6.1 Contractor shall provide solid waste collection services to City facilities and City-
owned properties within the city limits of Miami Beach, and as specifically set
fourth in Exhibit A, attached and incorporated herein.
6.2 Contractor shall provide, at the its 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 Adiacent Pronertv and Utilities: Contractor shall conduct all work
contemplated in this Agreement (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 its operations.
Contractor shall take cognizance of all existing utilities and it 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 its operations.
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6.4 Soillage: Contractor 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
Contractor, clean up of spillage shall occur within four (4) hours of notice to
Contractor 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 Contractor for the
pick-up, which the contractor shall promptly pay. Notwithstanding the foregoing,
Contractor 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 Freauency of Collection: Contractor shall collect solid waste m this the
Agreement Collections Area, as provided in the attached Exhibit A.
6.6 Receotacle: Contractor 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 Contractor and the City. Non-
containerized trash shall be collected provided that it does not exceed four (4) feet
in length nor be greater that 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), Contractor shall make
Collections with a minimum of noise and disturbance to the City facilities and/or
properties being serviced and the neighborhood. Any garbage or trash spilled by
Contractor shall be picked up immediately by Contractor. Garbage receptacles
shall be handled carefully by Contractor, shall not be bent or otherwise abused,
and shall be thoroughly emptied and the left at the proper point collection. 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 type receptacle found in a rack, cart or enclosure of any kind
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shall be turned upright in such rack, cart or enclosure of any kind and lids shall be
placed securely on top of said receptacles. In the event of damage caused by
Contractor to garbage receptacles, other than normal wear and tear, Contractor
shall be responsible for the timely repair or replacement of said receptacles within
seven (7) days of receiving a complaint from the City.
6.8 Schedules and Routes: Contractor 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 Contractor's
vehicles access to certain streets, alleys and public ways inside the City in route to
the disposal site where 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 less than eight (8) hours in
duration. The City shall notify Contractor of street closures of longer duration,
and arrangements for service will be made in a manner satisfactory to Contractor
and the City.
6.9 Force Maieure: The performance of any act by the City or Contractor hereunder
may be delayed or suspended at any time while, but only so long as, either party is
hindered in or prevented from performance by acts of God, the elements, war,
rebellion, strikes, lockouts or any other cause beyond the reasonable control of
such party; provided, however, that 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 Eauipment: Contractor shall have on hand at all times sufficient
equipment in good working order to permit Contractor to perform its 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. Contractor shall at all times have
available to them, reserve equipment which can be put into service and operation
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within two (2) hours of any breakdown. Such reserve equipment shall
substantially correspond, in size and capability, to the equipment normally used
by Contractor to perform its duties hereunder.
6.11 Refuse Ouantities: Contractor represents and warrants that it has 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. Contractor agrees that seasonal fluctuation
will not be justification for contractor to fail to maintain the required collection
schedules and routes or to justify a rate increase.
6.12 Disposal at a Solid Waste Disposal Facilitv: Contractor hereby represents and
warrants to the City that all solid waste collected by it 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 Contractor relocates
solid waste collected hereunder from an existing solid waste disposal facility to
another, other than a temporary basis, it will notify City in writing within ten (10)
days, and Contractor shall also, within said ten (10) day period, provide City with
the licenses and permits for said new facility.
SECTION 7 ROLL WASTE CONTAINER PROGRAM
7.1 Contractor shall place and service roll-off containers, as specifically set forth in
the attached Exhibit A. Prior to placing any roll-off container, as set forth in
Exhibit A, Contractor shall obtain the required license(s) and permit(s) from the
City Manager, as required pursuant to Sections 90-276 and 90-277 of the Miami
Beach City Code. The Contractor will provide three (3) thirty foot roll-off
containers.
7.2 Freauencv of Collection: Contractor shall service all roll-off containers as
provided in the attached Exhibit A.
7.3 City Sponsored Events: Contractor shall provide card board trash boxes and place
and service roll-off containers, as to be determined by City for all City sponsored
events.
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7.4 With respect to the servicing of roll-off containers, City and Contractor herein
agree that the following subsections of the Agreement, pertaining to the Solid
Waste 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: subsections 6.2;
6.3; 6.4; 6.5; 6.6; 6.7; 6.8; 6.9; 6.10; 6.11; and 6.12.
SECTIONS. CONTRACTORS' PERSONNEL
8.1 Contractor's Officers(s): Contractor shall assign a qualified person or persons to
be in charge ofthe operations within the Collection Area(s). Contractor 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 consultation with the City Manager of 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.
8.2 Conduct of Emplovees: Contractor shall see to it that its 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 takes to prevent damage to property including cans, carts, racks, trees,
shrubs, flowers and other plants.
8.3 Emplovee Uniform Regulations: Contractor's solid waste collection employees
shall wear a uniform or shirt bearing the company's name. Contractor shall
furnish to each employee and identifying badge, not less than two and one-half
(2W') inches in diameter, with numbers and letters at least one (1") 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 jackets will be acceptable. Contractor shall keep a record of employees'
names, numbers and route assignments in a manner to allow identification of
employees at all times. Contractor shall provide tits then current employee list(s)
to City within twenty-four (24) hours of written notice from the City.
8.4 Compliance with State. Federal and Municipal Law: Contractor shall comply with
all applicable City (particularly Chapter 90 of the Miami Beach City Code, as
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amended from time to time), State and Federal laws relating to wages, hours, and
all other applicable laws, rules and regulations.
8.5 Fair Labor Standards Act: Contractor 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 the Congress of the United States
in the Fair Labor Standard Act, as amended from time to time.
8.6 Each vehicle operator shall, at all times, carry a valid driver's license for the type
of vehicle that is being driven.
8.7 Contractor shall provide operation and safety training for all personnel.
8.8 No person shall be denied employment by Contractor for reasons of race, sex,
national origin, creed, age, physical handicap, sexual orientation or religion.
SECTION 9. CONTRACTOR'S OFFICE
9.1 Contractor shall provide, at its 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 13. The office shall include recording equipment
for receipt and logging of off-hours calls.
9.2 Notification to Customers: Contractor shall notify the City, in writing, about
complaint procedures, rates, and regulations.
SECTION 10 CITY'S AGREEMENT NOT TO FILL FIFTH FRANCHISE FOR
PRIVATE WASTE
COLLECTION
Pursuant to Section 90-229 of the Miami Beach City Code, the City shall license
not more than five franchise waste contractor for residential and commercial waste
collection and disposal. As of the date of execution of this Agreement, the City represents
that it licenses four such franchise waste contractor (including Contractor).
In consideration of the services to be provided by Contractor pursuant to this
Agreement, and having determined that this Agreement is in the best interest of the City,
the City herein agrees that during the term of this Agreement (including renewal terms),
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and provided that Contractor is in good standing herein and not in default under the
Agreement, the City agrees not to license a fifth franchise waste contractor for residential
and commercial waste collection and disposal.
As further consideration, Contractor herein agree that, during the term of this
Agreement (including renewal terms), it will not offset or recoup the cost(s) of the
services to be provided herein through any extraordinary and/or unreasonable price
increase(s) to its "private" customers. In the event that the City determines, in its sole
discretion, that there has been an extraordinary or unreasonable price increase, it may, in
its sole discretion, terminate this Agreement, in part or in its entirety, for convenience,
pursuant to Section 19. Notwithstanding the aforestated sentence(s), the term
"extraordinary and/or unreasonable price increase(s)" shall not be deemed to include
increases to all for, Consumer Price Index changes; cost of living adjustments; and
adjustments for inflation.
SECTION 11 CONTRACT PERFORMANCE
11.1 Contractor's 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,
Contractor shall immediately take all steps necessary and procedures to properly
perform under the Agreement, including but not limited to increasing the
workforce tools and equipment as needed to properly perform under this
Agreement. The failure of the City Manager or his designee to give such
notification shall not relieve Contractor of its obligation to perform work at the
time and in the manner specified by the Agreement.
11.2 Contractor shall furnish the City Manager of his designee any information relating
to the Agreement to ascertain whether or not the work, as performed, is in
accordance with the requirements of the Agreement.
11.3 The City Manager may appoint qualified persons to inspect Contractor's
operation and equipment at any reasonable time, and Contractor shall admit
authorized representatives of the City to make such inspections at any reasonable
time and place.
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11.4 The failure of the City at any time to require performance by Contractor 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.
SECTION 12 COOPERATION/COORDINATION
12.1 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 Contractor.
12.2 Contractor 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 Agreement. Contractor shall have at all times a competent and reliable
English speaking representative on duty authorized to receive orders and to act for
Contractor in case of its absence.
SECTION 13 COMPLAINTS AND COMPLAINT RESOLUTION
13.1 Comolaints: Contractor shall prepare, in accordance with a format approved by
the City, 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's designee
and a representative of Contractor. Disputes shall be referred to the City Manager
or his designee, whose decision shall be final.
13.2 Disoute about Collection of Certain Items: It is recognized that disputes may arise
between the City and Contractor with regard to the collection of certain items due
to disputes over the specific language of the Agreement. The City Manager may
from time to time notify Contractor by telephone and/or facsimile to remove all
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such refuse. Should Contractor 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 Contractor. If it is determined that the disputed
refuse did not conform to the specifications of this Agreement, the Contractor
shall be entitled to reimbursement.
SECTION 14 SUBCONTRACTORS
Subcontractors will not be permitted under the terms of this Agreement without
the prior written consent of the City.
SECTION 15 INSURANCE AND INDEMNIFICATION
15.1 Indemnification: Contractor each agrees to indemnifY and hold hannless 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 the
Contractor, its employees, agents, sub-Contractor, or any other person or entity
acting under Contractor's control, in connection with the Contractor's performance of
the Services pursuant to this Agreement; and to that extent, the 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. The parties agree that one percent (1 %) of the total compensation
to the Contractor for performance of the Services under this Agreement is the
specific consideration from the City to the Contractor for the Contractor's Indemnity
Agreement.
The Contractor's obligation under this Subsection 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
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prompt notice of any claim coming to its knowledge that in any way directly or
indirectly affects the other party.
15.2 Insurance Reauired:
(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 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 must be named as an additional insured on
this policy.
(3) Workers' compensation and employer's liability, as required by
state law.
(b) All companies providing insurance shall be authorized to do business in
the State 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
City possesses that may apply to a loss resulting from the work performed
by Contractor pursuant to this Agreement.
(e) All policies issued to cover the insurance requirements in 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.
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(f) As evidence of the above coverage, Contractor 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.
SECTION 16 DAMAGE TO OR DESTRUCTION OF EOUIPMENT.
If any item of equipment is damaged, destroyed, or stolen by an event which is
covered by insurance, Contractor 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, Contractor shall invest the additional
funds needed to repair or replace the equipment.
SECTION 17 EVENTS OF DEFAULTY BY CONTRACTOR
Each of the following events or conditions shall constitute an event of default by
Contractor:
(a) Any material failure by Contractor to perform or comply with terms and
conditions of this Agreement, and said failure continues for thirty (30)
days after Notice to Contractor demanding that such failure be cured.
(b) Filing by or against Contractor of a bankruptcy, receivership, assignment
for the benefit of creditors, liquidation, dissolution, composition or
reorganization petition, or other insolvency proceeding.
c) If the services under the Agreement shall be vacated or abandoned by
Contractor during the term of this Agreement for a period of seven (7)
days or more.
d) Any representations or warranty furnished by Contractor in this
Agreement is found to be false or misleading in any material respect when
made.
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SECTION 18 REMEDIES UPON DEFAULT BY CONTRACTOR
In the event of default by Contractor, the City may, without election of remedies:
a) Without recourse to legal process, immediately tenninate the Agreement
by delivery of a Notice declaring termination (which shall become
effective upon receipt by Contractor), whereupon Contractor 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
shall include all costs and expenses reasonably incurred in exercise of its
remedy, and/or for specific performance.
SECTION 19 TERMINATION FOR CONVENIENCE BY THE CITY
19.1 THE CITY COMMISSION OF THE CITY, IN ADDITION TO THE RIGHTS
AND OPTIONS TO TERMINATE SET FORTH IN SECTION 17 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 AT ANY TIME DURING THE INITIAL TERM HEREIN,
OR ANY RENEW A Y TERM, FOR CONVENIENCE, WITHOUT CAUSE AND
WITHOUT PENALTY.
19.2 Said termination for convenience shall become effective thirty (30) days
following receipt by Contractor of a written termination notice. Contractor herein
agrees that, upon termination for convenience there shall be no further liability to
the City, nor shall the City have any further responsibilities or obligations
hereunder.
SECTION 20 GOVERNING LAW AND EXCLUSIVE VENUE
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 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 CONTRACTOR EXPRESSLY WAIVE ANY RIGHTS
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EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CNIL LITIGATION
RELATED TO, OR ARISING OUT OF, THIS AGREEMENT AND/OR THE
GROUND LEASE.
SECTION 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 $1 0,000.00. Contractor hereby expresses its willingness
to enter into this Agreement with recovery from the Cit for any damage action for breach
of contract to be limited to a maximum amount of $1 0,000.00.
Accordingly, and notwithstanding any other term or condition of this Agreement,
Contractor hereby agree that the City shall not be liable to Contractor 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.
SECTION 22 REPRESENTATION AND WARRANTIES OF CONTRACTOR
Each Contractor warrants and represents to the City that:
a) It has all requisite power, authority, licenses, permits, and franchises,
corporate or otherwise, to execute and deliver this Agreement and perform
its obligations hereunder.
b) Its execution, delivery, and performance of this Agreement have 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 obligations.
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.
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d) It has not received any notice, nor to the best of its knowledge is there
pending or threatening any notice, or any violation of any applicable laws,
ordinances, regulations, rules, decrees, awards, permits or orders which
would materially adversely affect its ability to perform hereunder.
e) It has, or will have under its control at the date of commencement of
services under this Agreement, all equipment, machinery, manpower and
solid waste disposal facility necessary to perform under the Agreement.
SECTION 23 APPLICABLE LAW
This Agreement and the construction and enforceability thereof shall be
interpreted under the laws of the State of Florida.
SECTION 24 COMPLIANCE WITH LAW AND STANDARD PRACTICES
Contractor shall perform its obligations hereunder in compliance with any and all
applicable Federal, State, and Local laws, rules, and regulations, in accordance with
sound engineering and safety practices, and in compliance with any and all rules of the
City relative to the services. Contractor shall be responsible for obtaining all government
permits, consents, and authorizations as may be required to perform its obligations
hereunder prior to beginning of providing service.
SECTION 25 TAXES. LIENS AND FEES
At all times during the existence of this Agreement, Contractor shall pay on or
before the due date all taxes, fees, and assessments which may be levied upon or in
respect of the equipment, or its operations, including but not limited to commercial
personal property taxes, sales taxes, and intangible taxes, and Contractor shall pay on or
before the due date any other charge of any character which may be imposed or incurred
by any public authority as an incident to title to, ownership of, or operation of the
equipment. In the event that any lien or encumbrance of any nature relating to
Contractor's equipment or the operation of maintenance thereof is filed upon the City,
Contractor shall have thirty (30) days from the date written notice by City to have such
lien or encumbrance bonded off or discharged.
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SECTION 26 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: ROBERT C. MIDDAUGH
ASSISTANT CITY MANAGER
WITH A COPY TO:
CITY OF MIAMI BEACH
PUBLIC WORKS DEPT., SANITATION DIVISION
140 MACARTHUR CAUSEWAY, 2ND FL
MIAMI BEACH, FLORIDA 33139
ATTENTION: ALBERTO ZAMORA
DIRECTOR OF SANITATION
To Contractor:
WASTE MANAGEMENT OF DADE COUNTY
NORTH, A DIVISION OF WASTE
MANAGEMENT INC. OF FLORIDA
2125 NORTHWEST 10 COURT
MIAMI, FLORIDA 33127
ATTENTION: JORGERUIZ
GENERAL MANAGER
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.
SECTION 27 NO WAIVER
The failure of Contractor 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
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this Agreement in the event of a continuing or subsequent default on the part of
Contractor or the City.
SECTION 28 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.
SECTION 29 ASSIGNMENT
The selection of Contractor as the service provider under this Agreement is based
upon its experience, capability financial ability to perform the work. Contractor shall not
assign, delegate or subcontract any of the rights or obligations under this Agreement
without the prior written consent of the City.
SECTION 30 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.
SECTION 31 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.
SECTION 32 INDEPENDENT PARTIES
Nothing contained in this Agreement shall be deemed or construed for any
purpose to establish. between City and Contractor, a partnership or venture, a principal
agent relationship, or any relationship other than property owner and independent
Contractor.
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SECTION 33 TIME OF THE ESSENCE
Time is of the essence with respect to each and every term and condition of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by its appropriate officials, as of the date first entered above.
FOR CITY:
CITY OF MIAMI BEACH, FLORIDA
By: ~A\"J~ p~
City C~
ATIEST:
FOR CONTRACfOR:
WASTE MANAGEMENT OF DADE COUNTY
NORTH, A DIVISION OF WASTE
MANAGEMENT INC. OF FLORIDA
ATTEST:
(;eRf,.l~aDager
'"/);S7A.-/Cr
Corporate Seal
APPROVED AS TO
fORM & LANGUAGE
& FOR EXECUTION
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EXHffiIT A
Facility Location # Container Frequency Service
Provider
Parks Division 2100 Meridian Avenue 1 30 yard Roll-off 3 times per week BFI
Public Works Yard 451 Dade Boulevard 1 30 yard Roll-off 3 times per week WM
Sanitation Yard 140 MacArthur Causeway 1 30 yard Roll-off 3 times per week AS
21 st Street Recreation Ctr. 2100 Washington Avenue 1 2 Yard 5 Days M-F AS
Bass Musewn 2121 Park Avenue 3 90 Gal Tote 7 Days BFI
City Hall 1700 Convention Ctr Drive Hand Load 5 Days M-F BFI
Fire Station # 1 1051 Jefferson Avenue 1 2 Yard 7 Days DSI
Fire Station #2 2300 Pinetree Drive 1 2 Yard 7 Days DSI
Fire Station #2 2300 Pinetree Drive 1 4 Yard Recycle 1 Day WM
Fire Station #3 5303 Collins Avenue 1 2 Yard 7 Days DSI
Fire Station #4 6860 Indian Creek Drive 1 2 Yard 7 Days DSI
Garden Center Conservatory 5303 Collins Avenue 3 90 Gal Tote 5 Days M-F BFI
Log Cabin 8128 Collins Avenue I 2 Yard 5 Days M-F WM
Miami Beach Golf Course 2301 Alton Road 1 3 Yard 3 Days WM
North Shore Open Space Park 73 rd & Collins Avenue 1 2 Yard 5 Days M-F WM
North Shore Tennis Center 73rd Street at Harding Ave 4 90 Gal Tote 5 Days M-F BFI
Police, North Sub-Station 6840 Indian Creek Drive I 2 Yard 4 Days WM
Parking Garage 7th St & Collins Ave 4 90 Gal Tote 7 Days BFI
Parking Garage 17th St & Pennsylvania Ave 1 4 Yard 7 Days WM
Parks Division 2100 Meridian Avenue 1 6 Yard 5 Days M-F WM
Police Station 1100 Washington Avenue Hand Load 7 Days BFI
Property Management 1245 Michigan Avenue 1 20 Yard On Call BFI
Property Management 1245 Michigan Avenue 1 4 Yard 5 Days M-F WM
Property Management 1245 Michigan Avenue 1 2 Yard 5 Days M-F WM
Public Works 451 Dade Boulevard I 4 Yard 5 Days M-F WM
Parks Division 2100 Meridian Avenue 1 6 Yard 5 Days M-F WM
South Shore Comm Center 833 6th Street 3 90 Gal Tote 5 Days M-F BFI
Stash Site 79 S1. & Collins Avenue 1 6 Yard 7 Days WM
Terminal Island Yard 140 MacArthur Causeway I 4 Yard 5 Days M-F BFI
Youth Center 2700 Sheridan Avenue 4 90 Gal Tote 5 Days M-F BFI
Service Providers:
BFI = Browning- Ferris Industries
DSI = Davis Sanitation, Inc.
AS = All Service- Miami Dade Division
WM = Waste Management of Dade County
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