HomeMy WebLinkAboutFranchise AgreementCITY OF MIAMI
COMMERCIAL SOLID WASTE
FRANCHISE AGREEMENT
BETWEEN THE CITY OF MIAMI
AND
THIS AGREEMENT ("AGREEMENT"), made and entered into this day
of , 2004 by and between the City of Miami, Florida, a municipal corporation
organized and existing under the laws of the State of Florida, (hereinafter referred to as
"CITY") and ., Inc. a
corporation, qualified and authorized to do business in the State of Florida, (hereinafter
referred to as "FRANCHISEE").
WITNESSETH:
WHEREAS, on September 28, 1999, Ordinance No. 11837 was passed by the
Miami City Commission which amended Chapter 22, entitled Garbage and Other Solid
Waste, of the City Code to replace regulatory permits for providing Commercial Solid
Waste Services with commercial Franchises to qualified firms; and
WHEREAS, the City Commission has determined that it is in the best interest of
the CITY to issue a commercial Franchise to FRANCHISEE to engage in Commercial
Waste Collection Services within the CITY; and
WHEREAS, the City Manager has determined that FRANCHISEE is qualified to
serve in the aforesaid capacity in that it has met the specifications set forth in Request for
Qualifications No. 03-04-107 and applicable sections of the Code and Ordinances of the
CITY; and
WHEREAS, FRANCHISEE is desirous of obtaining a Franchise from the CITY
to provide Commercial Solid Waste Collection Services within the CITY as set forth
herein; and
WHEREAS, the CITY believes that the Franchising of the Commercial Solid
Waste Services is in the CITY'S best interest and will result in significant cost savings,
additional revenues and better services for commercial solid waste customers; and
NOW THEREFORE, in consideration of the mutual terms, conditions, promises
and covenants herein set forth and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, CITY and FRANCHISEE hereby agree to
enter into this AGREEMENT for furnishing Commercial Solid Waste Collection
Services within the CITY, as follows:
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ARTICLE I
GENERAL INEORMATIQN
1.1 Each "WHEREAS" clause set forth above is true and correct and herein
incorporated by this reference.
1.2 The ATTESTATION OF QUALIFICATIONS for Commercial Waste
Hauling Services, submitted in response to RFQ NO. 03-04-107 by
FRANCHISEE is herein incorporated by this reference.
ARTICLE II
PEFB UJONS
2.1 All Definitions set forth in the City of Miami Code, Chapter 22, entitled Garbage
and Other Solid Waste and Chapter 22 in its entirety, is hereby incorporated by
this reference.
2.2 As used in this AGREEMENT, the. following words and terms shall have the
following meanings, unless the context clearly otherwise requires:
Agreement shall mean this AGREEMENT, as it may hereinafter be amended or
supplemented.
Agreement Collection Area shall include the entire CITY, as the boundaries of
the CITY shall exist at all times during the life of this AGREEMENT.
Commercial Business shall mean and include all retail, professional, wholesale,
and industrial facilities and any other commercial enterprises, for profit or not for
profit, offering goods or services to the public.
Gross Receipts shall mean all monies, whether paid by cash, check, debit or
credit, collected from customers for garbage, solid waste, fuel surcharge,
construction and demolition debris, roofing materials, trash, litter, refuse and/or
rubbish collection removal and disposal services rendered, or from any other
source related directly from waste collection services by the FRANCHISEE,
exclusive of taxes as provided by law, whether wholly or partially collected
within the CITY, less bad debts.
Multifamily Residence shall mean and include any building or structure
containing four or more contiguous living units and intended exclusively for
residential purposes.
Neighborhood Cleanups shall mean periodic intensive removal of litter, debris
and other solid waste material from a designated area of the City, initiated or
approved by the City, its NET offices and/or recognized community based
organizations or associations including special event activities citywide.
Permit Per Account Fee shall mean the annual charge assessed by the City each
October 1, to FRANCHISEE, for every account with whom they contract for the
provision of commercial solid waste services.
Recycling shall mean any process by which solid waste, or materials which
would otherwise become solid waste, are collected, separated, or processed and
reused or retuned to use in the form of raw materials or products. Ref. - Florida
Statutes, Chapter 403, Environmental Control Part IV - Resource Recovery and
Management, as may be amended from time to time.
ARTICLE III
GRANT
3.1 The CITY grants unto the FRANCHISEE the continued right and privilege, with
related obligations, to provide commercial solid waste services in, under, upon,
over and across the present and future streets, alleys, bridges, easements, public
rights -of -way and other public places within the CITY boundaries, present and
future, for contracted multifamily, commercial business, governmental, religious,
educational, profit and non-profit agencies and/or property owners for solid waste
collection and disposal services.
3.2 The CITY further grants unto the FRANCHISEE the right and privilege, with
related obligations, to provide solid waste collection and disposal services for
construction, demolition and renovation sites located within the CITY on a
contracted basis.
ARTICLE IV
OBLIGATIONS OF FRANCHISEE
4.1 FRANCHISEE shall be responsible for the •collection and disposal of all
Commercial Solid Waste. Extra -ordinary material, Hazardous Waste,
unacceptable waste, body waste, dead animals, abandoned vehicles and parts,
large equipment and parts thereto will not be collected by FRANCHISEE unless
specifically required by the generator and agreed to by the FRANCHISEE.
4.2 FRANCHISEE shall make collection with as little disturbance as possible.
Refuse containers shall be thoroughly emptied and maintained in a clean manner.
Any refuse spilled by the FRANCHISEE shall be picked up immediately by the
FRANCHISEE. The removal of all refuse within 10 ft. of container will be the
responsibility of the FRANCHISEE. The FRANCHISEE will be held responsible
for keeping the 10 ft. radius surrounding containers clean and free of waste and
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debris. Service minimums for multi -family dwellings shall be as follows: 1-8
Units — 2 CY @ 2 x per week; 9-16 Units - 4 CY @ 2 x per week; 17-32 Units — 6
CY @ 3 x per week; 33-48 Units — 8 CY @ 3 x per week.
4.3 FRANCHISEE agrees that all containers shall be identified with its name and
telephone number and be sufficient in quantity and size to contain material as
indicated in the City Code, All containers serviced by FRANCHISEE shall be
maintained in a clean and serviceable manner at all times. At no time shall any of
FRANCHISEE'S containers be left on the public right-of-way. The City, in its
discretion, may require an adjustment in the location, pick up schedule or the size
of the container(s) if they become an unsightly nuisance, cause a civil violation to
occur, pose a threat, to the surrounding environment, threaten the health and/or
safety of the CITY's population or become unsanitary and/or inoperable.
4.4 FRANCHISEE shall be responsible for creating and maintaining schedules and
routes, as well as, frequency of service within the limitations and under the
provisions of the City Code. FRANCHISEE shall be responsible for providing
notification of same to its customers immediately.
4.5 In cases of natural or man made disasters, the City Manager may grant the
FRANCHISEE reasonable variance from regular schedules and routes. As soon
as a declaration of .an emergency is issued by the Mayor, FRANCHISEE shall
secure its containers in order to prevent hazards and/or threats to public safety and
health. As soon as practicable after such disaster, the FRANCHISEE shall advise
the CITY and its customers of the estimated time required before regular
schedules and routes can be resumed.
4.6 FRANCHISEE shall make its customers aware of Miami -Dade County's
mandatory Commercial and Multi -family Residence recycling ordinance and shall
make services available for contract.
4.7 FRANCHISEE agrees to collect and dispose of the solid waste at designated
CITY buildings and properties, fret of charge, pursuant to the City Code, as
assigned by the Director of the Department of Solid Waste. In -kind service
assignments will be made proportionate to FRANCHISEE'S percentage of total
contracted commercial accounts in the CITY.
4.8 FRANCHISEE agrees to collect and dispose of waste generated at assigned
Neighborhood Cleanups in proportion to the FRANCHISEE'S percentage of the
total franchise fees paid to the CITY. Such assignments are to be established by
the Director of the Department of Solid Waste.
4.9 FRANCHISEE shall require that its employees wear clean uniforms or shirts
bearing the FRANCHISEE' S name; that each driver shall, at all times, carry a
valid Commercial Driver's License, for the type of vehicle being operated; that
the CITY may request the removal of any employee of the FRANCHISEE from
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City service who is wanton, negligent, or discourteous in the performance of
his/her duties; and that no person shall be denied employment by the
FRANCHISEE for reasons of race, sex, age, creed, national origin, or religion;
4.10 FRANCHISEE is required and hereby agrees by execution of this AGREEMENT
to pay all employees not less that the Federal minimum wage and to abide by
other requirements as established by the Congress of the United States in the Fair.
Labor Standards Act, as amended and changed from time to time and to comply
with all applicable laws relating to the employment of employees and the
provision of commercial solid waste services. The FRANCHISEE shall have on
hand at all times, in goad working order, such equipment as shall permit the
FRANCHISEE, adequately and efficiently, to perform its duties hereunder.
FRANCHISEE shall have available at all times, reserve equipment which can be
put into service and operation within two hours of any breakdown.
4.11 FRANCHISEE agrees to strictly adhere to the provisions of Section 22-46 of the
City Code which limits private waste collection service to accounts located within
100 feet of a residential district to between the hours of 7:00 a.m. and 11:00 p.m.,
except and ,only as determined by the Director of the Department of Solid Waste.
Each Fiscal Year, the fines assessed for noncompliance of this section will be as
follows:
lit Offense:
2d Offense:
3` 1 Offense:
Each additional offense:
$ 250.00
$ 500.00
$1,000.00
$1,000.00
4.12 FRANCHISEE is required, pursuant to Section 22-2 of the City Code to notify the
Department of Solid Waste, at least seven business days prior, of accounts for
which it will discontinue service.
4.13 FRANCHISEE acknowledges that under this Agreement, price controls will be
primarily extracted through competition amongst the Franchise companies for
existing and future accounts. FRANCHISEE further acknowledges that any
increase in pricing by the FRANCHISEE could result in the customer seeking
better pricing from another FRANCHISEE. Therefore, FRANCHISEE agrees
that none of the requirements under any of the articles of this Agreement except
and to the extent as set forth in paragraph 5.6 below, shall result in an increase of
pricing to the customer. The FRANCHISEE may, however, increase service
charges as a result of increases in operating costs such as tipping fees, labor and
other related operating costs.
4.14 ALL equipment utilized to collect and transport solid waste in the City must be
conspicuously marked on both sides of the automotive unit with the name of the
hauler, vehicle number, tare weight and cubic yard capacity. Identification
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information must also be marked on all trailer acid container units. All markings
must be in letters and numerals at least two inches in height.
4.1 5 At least annually (October 1) but not more frequently than quarterly, as
determined by the Director of the Department of Solid Waste, each
FRANCHISEE shall supply the following information on a diskette or other
acceptable format and in the manner prescribed by the Director:
(1) A listing, as of the reporting date, of the names and addresses of
customers, and the addresses of each location served.
(2) The number and capacity of each dumpster and compactor per
account.
(3) The list of accounts within the City for which hand collection of
bags/cans is provided.
ARTICLE V
FRANCHISE FEES
5.1 FRANCHISEE agrees to pay all applicable fees as contained and defined in
Chapter 22 of the City Code, ARTICLE II -DEFINITIONS of the Franchise
Agreement and the Franchise Agreement in its entirety, within specified time
frames.
5.2 FRANCHISEE agrees to remit monthly to the CITY, 22 percent (22%) of its
Gross Receipts, generated from accounts within the City limits, or $500,00,
whichever is greater. Accompanying the remittance, FRANCHISEE must
provide the CITY with a list of the customers' names, addresses and total amount
collected. FRANCHISEE agrees to maintain a second list which reflects
individual account charges which must be retained for a period of 60 months from
the end of the Agreement and made available at all times to CITY auditors.
Twenty-two percent (22%) of the total amount collected should equal the
remittance amount. The remittance of the previous month's collection should be
received by the CITY on or before the last day of each month. Failure to remit by
the last clay of the following month will cause the FRANCHISEE a one and one
half percent (1-1/2%) penalty per month on the balance due. If payment is past
due in excess of 60 days, the Department of Solid Waste will initiate its procedure
to revoke the FRANCHISE and attach the Performance Bond for all monies due
and owing the City, including costs. It should be noted, the 22% remitted
monthly to the City, should be calculated on all monthly gross receipts collected
from the customers, exclusive of taxes and the franchise fees.
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5.3 FRANCHISEE shall, on or before 60 days fallowing the close of each fiscal year,
deliver to the Director of the Department of Solid Waste, a statement of its annual
gross receipts generated from accounts within the City prepared by an
independent Certified Public Accountant reflecting gross receipts within the City
for the preceding fiscal year.
5.4 In addition to the fees enumerated in paragraph 5.2 and 5.6, FRANCHISEE
agrees to remit to the CITY annually (due October 1) the sum of $5,000.00
(increased annually by $500.00) for the right to be a FRANCHISEE for
Commercial Solid Waste Services and Specialized Waste Handling Services
within the City. Failure to remit the required annual franchise fee by the due date
will cause the FRANCHISEE a one and one half percent (1-1/2%) penalty per
month on the balance due.
5.5 FRANCHISEE agrees to remit the $5,000.00 annualS anE flirtagrise ees by
Octobn er
1,
2004, as noted in paragraph 5.4 above. FRANC
h
anniversary (October 1) throughout the term of the Franchise Agreement, to
increase said fee by $500.00. For example; commencing October 1, 2005, the
annual fee due the City will be $5,500.00, and so forth throughout the Agreement
term.
5.6 FRANCHISEE agrees to remit to the City annually (October 15) a Permit Per
Account Fee in the amount of $50.00 for each account contracted within the City
for commercial solid waste service and/or specialized waste handling services,
including, each container and/or roll -off utilized by FRANCHISEE in the course
of the provision of solid waste services. The FRANCHISEE may only pass on an
amount not to exceed $24.00 of said Permit Per Account Fee to each contracted
customer. This fee shall not be transferable. All late payments of this fee will
cause the FRANCHISEE a one and one half percent 0-1/2%) penalty per month
on the balance due.
EE
5.7 In addition to the fees enumerated d paragrapOctoberll) the s,2 um of $ ,000.00 ford 5.6, the
agrees to remit to the City annually
right to provide gJy Specialized Waste Handling Services within the City limits.
It should be noted, if a FRANCHISEE is providing only Specialized Waste
Handling Services within the City, the annual franchise fee will increase by
$500.00 per year, For example; commencing October 1, 2005, the annual
franchise fee for Specialized Waste Handling Services due the City tem. All late payments ofll be
f this
$1,500.00, and so forth throughout the Agreement
fee will cause the FRANCHISEE a one and one half percent (1-1/2%) penalty per
month on the balance due.
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ARTICLE VI
AUDIT AND INSPECTION RIGHTS
6.1 The CITY may, at reasonable times, and for a period of' up to five (5) years
following the date of final payment by the FRANCHISEE to CITY under this
Agreement, audit, or cause to be audited, those books and records of
FRANCHISEE which are related to FRANCHISEE'S performance under this
Agreement. FRANCHISEE agrees to maintain all such books and records at its
principal place of business for a period of five (5) years after final payment is
made under this AGREEMENT.
6.2 The CITY may, at reasonable times during the term hereof, inspect
FRANCHISEE'S facilities and perform such test, as the CITY deems reasonably
necessary, to determine whether the goods or services required to be provided by
FRANCHISEE under this AGREEMENT conform to the terms hereof, if
applicable. FRANCHISEE shall make available to the CITY reasonable facilities
and render assistance to facilitate the performance of all tests and/or inspections
by CITY representatives. All tests and inspections shall be subject to, and made
in accordance with, the provisions of Sections 18-95, 18-96 and 18-97, of the City
Code, as same may be amended or supplemented, from time to time.
FRANCHISEE also agrees to allow City auditors, during regular business hours
and after reasonable notice, to audit, inspect and examine the FRANCHISEE'S
financial records (as they relate to City of Miami revenue) including all fiscal
books and records, sales tax returns, bank statements, general ledger (vouching
City of Miami revenue to the G/L), contract/agreement between FRANCHISEE
and customer and any other financial information deemed necessary, insofar as
they relate to City accounts, as well as, the FRANCHISEE'S entire customer
base, in order to confirm the FRANCHISEE'S compliance with the Franchise
Agreement. FRANCHISEE further agrees to pay a one and one half percent (1-
l/2%) penalty per month on any monies due and owing the CITY, as a direct
result of an audit from whatever applicable revenue stream during the Agreement
term. In addition, if a City Audit reveals that FRANCHISEE under reported gross
receipts, and results in additional revenue due the City in the amount of
S20,000.00 (per Fiscal Year) or more, FRANCHISEE agrees to pay for the cost of
said Audit. Upon audit notification, FRANCHISEE agrees to deliver all financial
information and books and records to within the City limits, if said information is
maintained outside the City boundaries.
6.3 FRANCHISEE source agreeslow CITY
deemed auditors
nc necessary, e right
substantiate an audit
cial
related sour
finding.
ARTICLE VII
INSURANCE AND BONDS
7.1 FRANCHISEE agrees to maintain, for the tern of this AGREEMENT, a public
liability policy in the minimum amount of $1,000,000; automobile liability
insurance policy covering 'FRANCHISEE'S operations with a combine single
limit of $1,000,000 per occurrence for bodily injury and property damage
liability. FRANCHISEE'S certificate shall also include workers' compensation
coverage.
7,2 FRANCHISEE agrees to maintain, for the term of this AGREEMENT, a
Performance Bond, executed by a surety company duly authorized to do business
in the State of Florida, which shall be counter -signed by an agent for the
company, resident in the State of Florida. The amount of the bond shall be equal
to the FRANCHISEE'S previous 12 month franchise fees paid to the CITY
(including the annual franchise fee, monthly 22% franchise fee, annual per
account fee, and any other franchise fees paid to the City) or a minimum of
$25,000, whichever is greater, as security for the faithful performance of the
Franchise AGREEMENT. The surety shall have a rating classification of "A"
and a financial category of Class VII as evaluated in the current Best's Key
Rating Guide, Property Liability. In lieu of a Performance Bond, the
FRANCHISEE may submit an irrevocable letter of credit, cash, certified check,
treasurer's or cashier's check issued by a responsible bank or trust company
payable to the CITY of Miami. The Performance Bond shall be submitted to the
Purchasing Department no later than ten (10) business clays after approval of the
Agreement by the City Commission and prior to the execution of the Agreement.
The Performance Bond may be reduced, at the City's discretion, 25% per year to
a maximum of 50%, if payments due the City were remitted timely during the
previous 12 month period. It should be noted the bond reduction may not fall
below the $25,000.00 minimum limit, throughout the term of the Agreement.
ARTICLE VIII
IERIA
8.1 The term of the Agreement shall be for a period of five (5) years with one (1)
three (3) year option to renew. The Agreement shall commence October 1, 2004,
and shall terminate on September 30, 2009, with the three (3) year option period
through September 30, 2012. The AGREEMENT shall become effective upon
execution by the parties hereto.
8.2 The option to renew the Agreement for the additional three (3) year period will be
at the sole discretion of the City. Various criteria will be established prior to the
renewal period. During the review process for renewal, the established criteria
will be used in order to ascertain how well each FRANCHISEE performed since
the inception of the October 1, 2004, Agreement. It should be noted that any
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FRANCHISEE that is not renewed for the three (3) year option period, will not be
allowed to operate within the City limits during the three (3) year period.
ARTICLE IX
DEFAULT
9.1 If FRANCHISEE fails to comply with any term or condition of this Agreement,
or fails to perform any of its obligations hereunder, then FRANCHISEE shall be
in default. Upon the occurrence of a default hereunder, the CITY, in addition to
all remedies available to it by law, may immediately, upon written notice to
FRANCHISEE, terminate this Agreement. FRANCHISEE understands and
agrees that termination of this Agreement under this section shall not release
FRANCHISEE from any obligation accruing prior to the effective date of
termination. Should FRANCHISEE be unable or unwilling to commence to
perform the Services within the time provided or contemplated herein, then, in
addition to the foregoing, FRANCHISEE shall be liable to the CITY for all
expensess incurred costs and expy the enses incurred by thin preparation e City in the re-procurementotiation of this f the
as well as,
Services, including consequential and incidental damages.
9.2 If a default status is not cured and the Agreement is terminated, the City has The
right to seize the Franchise and transfer it to a third party.
ARTICLE X
RIGHT TO TERMINATE AND3LQR..TRANSFER AGREEMENT
10.1 The CITY shall have the right to terminate this AGREEMENT, in its sole
discretion, at any time after the CITY gives written notice to the FRANCHISEE
of a default of any of the provisions in this Agreement and the FRANCHISEE
fails to correct the default or cease the conduct as set forth in the written notice,
within fourteen (14) working days of the receipt by the FRANCHISEE of said
notice from the CITY.
10.2 If the Franchisee is in default and owes sums to the City, 14 days after notice of
default has been sent to FRANCHISEE, the City will have the option of
transferring the rights under that FRANCHISEE'S AGREEMENT to a third
party. That right to transfer the rights under that FRANCHISEE'S
AGREEMENT may be exercised at any time after the termination of the
FRANCHISEE and no intent to later transfer those rights need be expressed in
any notice or other communication with FRANCHISEE.
10.3 FRANCHISEE has the right to appeal the revocation of this AGREEMENT to the
City Manager in accordance with the same time period as set forth in Section 22-
49 of the City Code. Said request for appeal must be in writing.
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10.4 All complaints received by the CITY shall be resolved by the FRANCHISEE
within 24 hours. The FRANCHISEE agrees to make all reasonable and
expeditious efforts to resolve every complaint, The FRANCHISEE shall perform
every reasonable act to provide a level of high quality service which. will
minimize complaints.
10.5 It is expressly agreed that in no event shall the CITY be liable or responsible to
the FRANCHISEE or its customers for delay or temporary interruption in service
because of disputes between the parties or any cause over which the CITY has no
control. In the event of any condition which makes performance of contracts
entered into under the terms and conditions of this AGREEMENT impossible,
FRANCHISEE agrees that the CITY shall have the right to notify other
Franchisees to invite other Franchisees of the opportunity to provide collection
and disposal services.
ARTICLE XI
NOTIQES
11.1 Whenever either party desires to give notice unto the other, it must be given by
written notice, sent certified U.S. Mail, with return receipt requested, addressed to
the party for whom it is intended, at the place last specified and the place for
giving of notice in compliance with the provisions of this paragraph.
11.2 For the present, the parties designate the following as the respective places for
giving of notice, to -wit:
CITY of MIAMI FRANCHISE
c/o City Manager
3500 Pan American Drive
Miami, Florida, 33133
ARTICLE XII
INDEMNIFICATION
12.1 FRANCHISEE shall indemnify, defend and hold harmless the CITY and its
officials„ employees and agents (collectively referred to as "Indemnities") and
each of them from and against all loss, costs, penalties, fines, damages, claims,
expenses (including attorney's fees) or liabilities (collectively referred to as
"Liabilities") by reason of any injury to or death of any.person or damage to or
destruction or loss of any property arising out af, resulting from, or in connection
with (i) the performance or non-performance of the services contemplated by this
AGREEMENT which is or is alleged to be directly or indirectly caused, in whole
or in part, by any act, omission, default or negligence (whether active or passive)
of FRANCHISEE or its employees, agents or subcontractors (collectively referred
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to as "FRANCHISEE"), regardless of whether it is, or is alleged to be, caused in
whole or part (whether joint, concurrent or contributing) by any act, omission,
default or negligence (whether active or passive) of the Indemnities, or any of
them or (ii) the failure of the FRANCHISEE to comply with any of, the
paragraphs herein or the failure of the FRANCHISEE to conform to statutes,
ordinances, or other regulations or requirements of any governmental authority,
Federal or State, in connection with the performance of this Agreement.
FRANCHISEE expressly agrees to indemnify and hold harmless the Indemnities,
or any of them, from and against all liabilities which may be asserted by an
employee or former employee of FRANCHISEE, or any of its subcontractors, as
provided above, for which the FRANCHISEE'S liability to such employee or
former employee would otherwise be limited to payments under State Workers'
Compensation or similar laws.
ARTICLE XIII
ASSIGNABILITY
13.1 There is no right to assign this Agreement. The City Commission may allow an
assignment if it is deemed in the best interests of the City of Miami ("City") to do
so, Under no circumstances may the City Commission consider assignment of a
Franchise as long as the FRANCHISEE has any outstanding balance to the City
or is otherwise not in complete compliance with the Agreement. If the
FRANCHISEE is up to date with all payments to the City.and is otherwise fully
in compliance with the Agreement, then. a FRANCHISEE may request
consideration for assignment only as follows: by Certified letter to the Director of
the Department of Solid Waste with reports enclosed reflecting all payments due
to the City have been paid through the date of the letter. For the purposes of this
paragraph, "assignment" shall include any transfer of a majority of stock in a
FRANCHISEE or any significant change in ownership of the FRANCHISEE, its
officers, directors or personnel. The Director of' the Department of Solid Waste
must be notified of any sale of a majority of stock in the FRANCHISEE and any
significant changes in the ownership of' the FRANCHISEE, its officers, directors
or personnel by Certified letter no later than five (5) business days after such
action. If assignment is granted, the new FRANCHISEE will assume all
obligations set forth in the Agreement and immediately comply with all terms of
the Agreement.
13.2 This AGREEMENT shall be binding upon the parties hereto, their heirs,
executors, legal representatives, successors, or assigns.
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ARTICLE XIV
COMPLIANCE WITH FEDERAL. STATE AND LOCAL LAWS:
14.1 FRANCHISEE understands that agreements between private entities and local
governments are subject to certain laws and regulations, including laws pertaining
to public records, conflict of interest, record keeping, etc. City and
FRANCHISEE agree to comply with and observe all applicable Federal, State and
local laws, rules, regulations, Codes and Ordinances, as they may be amended
from time to time.
ARTICLE XV
NONDISCRIMINATION
15.1 FRANCHISEE represents and warrants to the City that FRANCHISEE does not
and will not engage in discriminatory practices and that there shall be no
discrimination in connection with FRANCHISEE'S performance under this
Agreement on account of race, color, sex, religion, age, handicap, marital status or
national origin. FRANCHISEE further covenants that no otherwise qualified
individual shall, solely by reason of his/her race, color, sex, religion, age,
handicap, marital status or national origin, be excluded from participation in, be
denied services, or be subject to discrimination under any provision of this
Agreement.
ARTICLE XVI
MINORITY:AND WOMEN BUSINESS AFFAIRS AND
PROCUREMENT PROGRAM
16.1 The City has established a Minority and Women Business Affairs and
Procurement Program (the "M/WBE Program") designed to increase the volume
of City procurement and contracts with Blacks, Hispanic and Women -owned
business. The M/WBE Program is found in Ordinance No. 10062, a copy of
which has been delivered to, and receipt of which is hereby acknowledged by,
FRANCHISEE. FRANCHISEE understands and agrees that the City shall have
the right to terminate and cancel this Agreement, without notice or penalty to the
City, and to eliminate FRANCHISEE from consideration and participation in
future City contracts if FRANCHISEE, in the preparation and/or submission of
the Proposal, submitted false or misleading information as to its status as Black,
Hispanic and/or Women owned business and/or the quality and/or type of
minority or women owned business participation.
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ARTICLE XVII
INDEPENDENT CONTRACTOR
17.1 FRANCHISEE is being engaged as an independent contractor, and not as an
agent or employee of the City. Accordingly, FRANCHISEE shall not attain, nor
be entitled to, any rights or benefits under the Civil Service or Pension Ordinances
of the City, nor any rights generally afforded classified or unclassified employees.
FRANCHISEE further understands that Florida Workers' Compensation benefits
available to employees of the City are not available to FRANCHISEE, and agrees
to provide workers' compensation insurance for any employee or agent of
FRANCHISEE.
ARTICLE XVIII
GOVERNING LAW
18.1 This Agreement shall be governed by the laws of the Federal Government, State
of Florida, Miami -Dade County and the Codes and Ordinances of the City of
Miami.
. ARTICLE XIX
SI VERAAJLITY
19.1 Should any section of this AGREEMENT, or any part thereof, or any paragraph,
sentence or word. be declared by a Court of competent jurisdiction to be invalid,
such decision shall not affect the validity of the remainder hereof.
ARTICLE XX
ENTIRE AGRREMENstr
20.1 This instrument and its attachments constitute hereothe
and correctly sets sole and only forth theEri�ghtsf
the parties relating to the subject matter Agreements,
duties, and obligations of each to the other as of its date. Any priorgr
promises, negotiations, or representations not expresslyset forth in this
AGREEMENT are of no force or effect.
20.2 It is further understood that no modification, amendment or alteration in the terms
or conditions contained herein shall be effective unless contained in a written
document executed with the same formality and of equal dignity herewith.
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ARTICLE XXI
APPROVAL 9F THIS AGREEMENT
21.1 Execution of this Agreement by the City Manager, City Attorney, City Clerk,
Risk Management Administrator and FRANCHISEE, shall constitute evidence of
its approval.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their respective officials thereunto duly authorized, this the day and year
above written.
"CITY"
CITY OF MIAMI, a municipal
ATTEST: corporation
By:
Priscilla A. Thompson, City Clerk Joe Arriola, City Manager
ATTEST:
"FRANCHISEE"
a Corporation
By:
Print Name: Print Name:
Title: Title:
APPROVED AS TO FORM AND APPROVED AS TO INSURANCE
CORRECTNESS: REQUIREMENTS:
ALEJANDRO VILARELLO
City Attorney
DANIA F. CARRILLO
Administrator
Risk Management
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