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HomeMy WebLinkAboutIndustrial Waste Services, Inc. IWS January 1988EX11I13IT "A" FRANCHISE AGREL'MENT THIS AGREEMENT, made and entered into this ~,~1 y~,~ day of `~ a 1988, by and between the CITY OF WINTER SPRINGS, -G~~ ~~ ~~ WASTE FLORIDA (hereinafter referred to as CITY ), and INDUSTRIAL SERVICES, INC. (hereinafter referred to as "IWS"), whose address is 555 Hope Street, Longwood, Florida 32750, provides as follows: W1iEREAS, it is the desire of the parties hereto to provide for the public health, safety and welfare by providing household and commercial refuse and trash collection services to the residents and business enterprises of the City; and WHEREAS, it is the intent of this Agreement to give IWS the exclusive right to pick up household and commercial refuse and trash from all residential and business locations; NOW, THEREFORE, in consideration of the mutual covenants, promises, and conditions herein contained and other valuable considerations, together with the sum of TWENTY-FIVE DOLLARS ($25.00), in hand paid by each party unto the other, receipt of which is hereby acknowledged, the parties hereby agree as follows: I. TERM OF AGREEMENT. This Agreement is an exclusive Franchise Agreement to operate within the confines of the limits of the City of Winter Springs, Florida. The term of this Agreement shall be for 1 three (3) years, commencing on the first day of January 1989, and ending at midnight of December 31, 1992. IWS shall give the City ninety (90) days written notice of intent to renew prior to expiration hereof. Notwithstanding the stated term of this Agreement, the same may be ter- minated by the City if IWS' services are considered unsatisfactory, subject, however, to first giving IWS a minimum of sixty (60) days written notice of not only its intent to cancel the contract but also stating the reasons why the City considers IWS' services unsatisfactory and giving IWS a resonable opportunity to correct these deficiencies. II. DUTIES OF IWS. IWS promises to perform its duties in a good and workmanlike manner in strict compliance with the Specifications for the Collection of Refuse (Garbage) and Trash, as set forth in Exhibit B attached hereto and incorporated herein by reference as though set forth in full at this place, which Specifications shall be binding on the parties hereto. III. FIRST PRIORITY. In the event that IWS experi- ences equipment failure or personnel problems in the operation of its total operation, IWS agrees to give top priority in the assignment of equipment and personnel to all routes within the City. IV. IWS' EXCLUSIVE KIGHT TO SERVICE RESIDENTIAL DWELLINGS. IWS shall have the exclusive right and duty to contract with all single family or residence units for the collection of household refuse and yard trash. In accordance with the duties of IWS and set forth in Paragraph II above, no pickup schedule shall be less than that provided in the Specifications attached hereto as Exhibit B. V. BUSINESS AND COMMERCIAL COLLECTIONS. IWS shall have the right and duty to contract with all business and commercial estab- lishments within the City and agrees that all types of refuse and/or trash will be picked up from business places within the City of Winter Springs, Florida, by special contract between IWS and customer only; that the charges for such services, place of collection, quantities and items shall be by special and commercial collection contract. The maximum rates charged shall be set by the City and commercial rates shall be categorized as: l A. Commercial-Business and/or Condominiums - - $2.85 per cubic yard. An amount lower than the maximum may be negotiated by the parties. VI. CHARGES A. RESIDENTIAL. IWS, at no cost to the City, shall make direct bullings and collect payment for its -2- services from such single family or residence units. The maximum charge for service level described on Specifications attached hereto as Exhibit A shall be nine dollars ($9..00) per month, per family or residence unit for curb side service. Side or backyard service shall only be available to disabled persons classified as such per Florida Statute criteria. The fee for side or backyard service shall be nine dollars ($9.00). All fees shall be payable to IWS by the customer upon a quar- terly basis in advance at the beginning of each quarter on or before the 15th of the next succeeding month, the first quar- terly payment beginning January 1,.1989. IWS shall be entitled to no rate increase during the three (3) year term of this contract. Except that a rate increase may be re ~ d b~IWS if it is or County ~ a direct result of a state/mandated p ~")~nd deemed necessary and appropriate by IWS and the City. Adequate justification and documentation will be required at the time of such request. B. Commercial. The charges by contract for business and commercial establishments shall be set by City Council for categories stipulated in Paragraph V of this contract. C. Books. IWS shall maintain good and accurate books of account reflecting the residences and businesses from which collections are made and the payments received, therefrom and agrees that said books of account as the pertain to the City of Winter Springs, Florida shall be open to inspection by authorized City officials on an annual basis. ~ VII. PERFORMANCE KEQUIREMENTS. IWS hereby guarantees performance hereunder in accordance with Florida law and any City Ordinances now in effect or hereafter named. IWS acknowledges that it is thoroughly familiar with Florida law and City Ordinances and intends to abide by their specific terms. -3- and harmless from any and all liabilities that may arise by reason of the injuries to any employees of IWS who are injured while performing any work or labor necessary to carry out the provisions of this contract. IWS shall file with the City Clerk a certificate of insurance together with the receipts for the payment of premiums f.or the term of the required policy. IX. ASSIGNMENT OI' CONTRACT. The contract entered into herein shall not be assignable without the written consent of the City Council, such consent not to be unreasonably witheld. X. LAWSUITS. It is expressly understood and agreed; IWS is in all respects an independent contractor as to all work to be performed hereunder, notwithstanding that directions will be forthcoming from the City, its employees and/or agents. IWS shall pay the cost of attorneys fees and costs plus any judgement which may be obtained against the City. in any admininstrative or judicial proceedings, either alone or jointly with IWS, its agents or employees, for injury or damages to persons or party by reason or the performance or nonperformance of the terms of this contract; provided that if the City alone be sued for such injury or damage, notice in writing shall be given to IWS to appear and defend such action. IWS shall hold the City harmless against any damages, attorneys fees and/or costs incurred as a result of the awarding of this franchise and any challenges thereto. XI. WAIVERS. No acquiescence, failure, or neglect, of either of the contracting parties to insist on strict performance of any or all of the term or condition of the contract, or any performance l required thereunder, or of any remedy, damages, or other right arising out of such refusal, neglect or inability to perform at any time shall not be construed to waiver or alter any provision of the contract. XIII. SEVERABILITY. Should any part, clause, provision, or condition of this Agreement be held to be void, invalid, or inoperative -4- by and Cvurt of competent jurisdiction, then such invalidity shall not affect any other provisions hereof, and the remaining provisions shall be effective as though such invalid part, clause, provision, or condition had not been made. XXXI. MUTUAL AGREEMENT. Each of the parties hereto agrees that the within Agreement and each and every term thereof are all of the terms existing between the respective parties, and that said Agreement shall only be amended, supplemented, or altered in writing by each of the parties through their duly authorized representative. It is further mutually agreed between the parties that the territory covered by the provisions of this Franchise Agreement cover all territory within the municipal limits of the City of Winter Springs, Florida, and any areas subsequently annexed, shall be secured within a period of sixty (60) days from the date of annexation, pursuant to the terms of this Agreement. IN WITNESS WAEREOF, the parties have hereunto caused these presents to be executed and their seals affixed. the day and year first above written. CITY OF WINTER SP NGS, FLORIDA -5- EXIIIBIT "B" SPECIFICATIONS FOR 111E COLLLCTION OF REFUSE (GARBAGE) AND TRASI~ All work done and services rendered shall be in accor- dance with the following specifications: I. DEFINITIONS. City is the City of Winter Springs, Florida. Con- tractor is the person, firm or corporation having a contract with the City of Winter Springs, Florida, for the work mentioned in these specifications. II. FREQUENCY OP COLLECTION. All refuse shall be collected at frequencies not less th<1n those specified in these rules and regulations. The frequency of collection currently established as follows: A. Refuse and Trash - Twice each calendar week. The Contractor shall make the pick ups on the same days each week for each unit. If the normal pick up day falls on a specified holiday, the refuse and trash will not be picked up until the next regularly scheduled pick up day. Refuse and trash will not be collected on the following specified holidays: January 1st, Thanksgiving Day and December 25th, due to the closing of Seminole County disposal sites. The contractor shall, no later than December 15 oL- each year, notify the City and customers of the following year's specified holidays when the disposal site will be closed. Any changes in specified holidays must be submitted to and approved by City in advance. B. Special Haul Service - For items requiring special handling due to size, weight, type of material, or method of placement, IWS. will pick up same at no charge when called by customer. Additionally, IWS will schedule a minimum of four (4) pick-ups per year City wide for special haul service as defined herein. IWS shall notify all customers by mail of the scheduled pick-ups. Notification shall be at lease four (4) times per year. III PERIOD OF COLLECTION All collection of refuse shall be made during the fol- lowing hours: A. All collections must be made between the hours ~ of 7:00 A.M. and 7:00 P.M., unless otherwise permitted by the City. IV. PLACE OF DISPOSAL. The Contractor, under this notice, must contemplate the removal and disposal of such refuse at a place and in a manner to be devised by the contractor, but outside the City of Winter Springs. Contractor must be prepared to prove to the satisfaction of the City Administration that he is in a position to provide such place of disposal for the period covered by this contract. V. VEHICLES USED AND CARE KEQUIRED A. All trucks, trailers, and other conveyances or equip- ment used to collect refuse shall at all times be kept clean, in good repair, and well painted to the satisfaction of the City Administration. The collector's name or firm name, truck number, together with his ~elepltone number shall be printed or painted in legible letters on both sides of all trucks and conveyances used to collect refuse. B. Collection Vehicles - Type. All refuse col- lection vehicles shall be of a load packing variety capable to accom- modating refuse up to twenty-four inches in length, with watertight bodies so that no material shall leak or be spilled from the vehicles on the streets or alleys of the City of Winter Springs. C. Equipment Maintenance and Inspection. Contractor shall make available for inspection by the City his collection vehicles after receiving forty-eight hour written notice of same. The inspection will include mechanical, sanitary and aesthetic factors. Deficiencies will be required to be corrected. D. Contractor's Responsibility for Cleanliness of Operation. Refuse vehicles shall not be stored within the boundries of the City for more than two hours without the specific permission of the City Administration having been previously obtained, unless pre- vented from moving by mechanical difficulties. Under no circumstances are collection vehicles to be regularly stored within the City limits. The Contractor shall be responsible for cleaning from the streets and collection places all refuse spillage resulting from the Contractor's operation. Each truck shall be equipped with an adequate shovel and broom for this purpose. In addil-ion, the Contractor shall be respon- sible for removing and cleaning all oil, grease, paint, glass or other substances upon the public streets due to equipment failure or refuse leakage resulting from refuse operations. E. Personnel - Refrain from Use of Profanity. Contractor's employee's, in the performance of the duties herein called for shall refrain from the use of profanity, loud talk or boisterous conduct which may annoy householders, and all work done pursuant to these specifications shall be carried on with the least possible disturbance or annoyance to residents of the City. VI. PLACING OF REFUSE AND TRASH A. Residential and Commercial Refuse. Any and all ~ types of refuse shall be picked up from each residential and commercial unit, pursuant to the rates charged. Loose refuse shall be cut, bundled and tied. B. Trash. Any and all types of trash shall be picked up at curb side, or equivalent location on unpaved streets, from each residential and commercial unit. Trash shall be cut, bundled and tied to insure safe and efficient pick up. -2- ~z. // ~ ~9 ~9 C. In all cases of collection, the contractor shall carefully replace containers in an upright positions, covers in place in their proper location after emptying. The collector, his agents and employees shall not throw containers to the ground, or in any way break or roughly handle same. VII. ROUTES AND CHANGES In the event the Contractor changes leis current schedules or furnishes services to a new area, he shall prepare and file with the City Administration a complete map of the refuse disposal district or districts within the City of Winter Springs. He shall indicate thereon in an appropriate and easily understandable manner and to the satisfaction and approval of the City Administration the days on which collections of refuse shall be made through the City. However, contractor shall endeavor to maintain existing collection scheduling. Contractor at his own expense shall disseminate to the public by such means as may be determined by the City Council to be necessary, the districts and streets and the days of the week on which refuse and trash shall be collected, and the regulations governing such collection, and shall furnish to the City and adequal-e supply of such information. Such published notice shall first be submitted to and approved by the City Administration of the City of Winter Springs. Similar notices shall be published upon the making of any subsequent changes in collection schedules Any other type of change affecting collection service shall be published and communicated to the public as required in a manner approved by the City Administration. VIII. WORK TO BE DONE UNDER DIRECTION OF CITY COUNCIL OF THEIR DESIGNATED REPRESENTATIVE All questions relating to the interpretation of the. agreement and these specifications and the duties of the contractor hereunder shall be determined by the City Council or their designated representative. Contractor shall take steps to assure City that a single individual will be assigned to act as liaison with the City of Winter Springs. IX. INSURANCE AND BONDS A. Liability and Insurance. Additionally to and independently of all other provisions of the Agreement, Contractor sha~1.1, at its own cost and expense, forthwith after the execution hereof, procure a policy or policies of comprehensive public liability and property damage insurance, with limits of not less than $5,000,000.00 for injuries to or death of any one person and $10,000,000.00 for injuries to or death of any two or more persons, and $100,000.00 for damage to one individual's property and $200,000.00 for two or more persons' property damage, issued by insurers either approved in writing by the City or rated in Best's as "AAA" or better, whereof City shall be the name or additionally named or additionally named insured. The terms of said policies may be for such period as shall be designated by City; provided, however, that within two (2) months prior to the expiration of such insurance terms, Contractor shall procure other policies of said insurance so that between . ~ M the execution of this Agreement acid the commencement of the Agreement, and throughout the entire contract term or any renewal thereof, or until the sooner termination hereof, City shall always be named insured under the policies of comprehensive public liability and property damage insurance in accordance with. the foregoing. Certificates of said insurance, toget- her with the receipts for payment of premimums for the term thereof, shall be delivered to City within ten (10) days after the execution of this Agreement, and thereafter within thirty (30) days prior to the expir- ation of the term of each such policy. Said policies shall contain a non-cancellation-without-notice clause and shall provide that copies of all cancellation notices shall be sent to the City. B. Bond. Contractor shall post with the City and keep in full force and effect during the term of the Agreement, a per- formance bond issued by a nationally recognized surety company which will guarantee the full and faithful performance of the terms and conditions of this Agreement in the amount of $ 150,000.00 which is the average figure for three (3) months of collections. X. ASSIGNMENT OF CONTRACT The contract entered Into herein shall not be assignable without the consent of the City Council and shall be assignable only upon such terms and conditions as the City Council may require. XI. RATES AND CHARGES Maximum rates chargeable to customers shall be established by contract between the City of Winter Springs, Florida, and Contractor. However, no charge shall be made for collection of refuse or trash from any City building or any City containers located within the City of Winter Springs. -4- 1 ~w. / 9~9