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HomeMy WebLinkAboutExhibit A 7-23-15EXHIBIT A QUALIFIED PROPOSERS RFQ 495344 - COMMERCIAL SOLID WASTE HAULING SERVICES EXHIBIT A Name Address City, State, Zip Code Contact Name Telephone Number Mobile Number Fax Number Email Address World Waste Recycling, Inc. 4701 NW 35 Avenue Miami, FL 33142 Ms. Eileen Damaso 305-635-5144 305-343-2731 305-635-0087 edamaso(aworldwasterecvcling.com Eastern Waste Systems, Inc. 1660 NW 19 Avenue. Pompano Beach, FL 33069 Mr. Angelo Marzano 954-580-0615 954-214-1573 954-580-0616 amarzano@easternwaste.com J & M Scaffolds of Florida, Inc. 11050 NW 36 Avenue Miami, FL 33167 Mr. Rene L Guerra 305-953-6965 786-282-2700 305-953-5497 rene@imscaffoldsofflorida.com Lopefra Corp. 7855 NW 29 Street, Suite 182 Doral, FL 33122 Ms. Rosemary L. Hartigan 305-266-3896 305-785-4075 305-266-9825 lekal@lopefra.com Pronto Waste Services, Inc. 7000 NW 35 Avenue Miami, FL 33147 Mr. Roberto Arencibia 305-691-0020 305-796-1660 305-694-1777 prontowaste@bellsouth.net Southern Waste Systems, LLC 2380 College Avenue Davie, FL 33317 Mr. Charles Gusmano 561-415-6050 561-762-3602 954-634-6006 cgusmano@swsfl.com Great Waste & Recycling Service, LLC. 3051 NW 129 Street Opa Locka, FL 33054 Mr. Carlo Piccinonna 305-688-6188 954-496-3540 305-688-6188 carlo@great-waste.com Waste Management Inc. of Florida 2125 NW 10 Court Miami, FL 33127 Mr. Timothy B. Hawkins 954-984-2000 954-789-9037 954-984-2058 ineal2@wm.com Sunshine Recycling Services of SW FL, LLC. 3547 NW 49 Street Miami, FL 33142 Mr. Nick R. Amundsen 800-390-9598 239-671-3144 800-390-9575 nick@srsfl.com Load It Away, LLC 1851 Delaware Parkway Miami, FL 33125 Mr. Gaetano Alessi, Jr.. 305-537-6326 786-352-1144 305-808-8731 loaditawav@aoLcom. galessiir@aol.com Progressive Waste Solutions of FL, Inc. 3840 NW 37 Court Miami, FL 33142 Mr. Damian Ribar 954-888-4303 917-837-0751 954-888-4320 damian.ribar@progressivewaste.com Total = 11 Created by: Terry Byrnes, CPPB, Procurement Contracting Manager June 18, 2015 1 OF 1.. Department Director / Designee Approval ATTACHMENT B CITY OF MIAMI NON-EXCLUSIVE COMMERCIAL SOLID WASTE FRANCHISE AGREEMENT BETWEEN THE CITY OF MIAMI AND THIS CITY OF MIAMI NONEXCLUSIVE COMMERCIAL SOLID WASTE FRANCHISE AGREEMENT ("AGREEMENT"), made and entered into this day of October, 2015 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 , 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 allow regulatory permits for providing non-exclusive Commercial Solid Waste Services with Commercial Franchises to qualified firms; 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. 495344 and applicable sections of the Code and Ordinances of the CITY; and WHEREAS, FRANCHISEE is desirous of obtaining a non-exclusive Franchise from the CITY to provide Commercial Solid Waste Collection Services within the CITY as set forth herein; 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: ARTICLE I GENERAL INFORMATION 1.1 Each "WHEREAS" clause set forth above is true and correct and herein incorporated by this reference. 1 City of Miami, Florida Commercial Solid Waste Hauling Services RFQ 495344 L2 The ATTESTATION OF QUALIFICATIONS and the remainder of FRANCHISEE'S RESPONSE in reply to the solicitation for Commercial Waste Hauling Services, submitted in response to RFQ NO. 495344 by FRANCHISEE is herein incorporated by this reference. ARTICLE II DEFINITIONS 2.1 All Definitions set forth in the City of Miami City Code ("City Code"), Chapter 22, Section 22-1, entitled Definitions, as amended, entitled Garbage and Other Solid Waste and Chapter 22 in its entirety, are hereby incorporated by this reference. All references to Chapter 22, City Code, as amended, shall automatically incorporate by reference such modifications to Chapter 22, City Code, as are passed and adopted by the Miami City Commission from time to time, without the necessity of an amendment to this AGREEMENT, having to be entered into in any such instance. 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 FRANCHISE AGREEMENT, as it may hereinafter be amended or supplemented. Agreement Collection Area shall include the entire CITY (except The Port of Miami), as the boundaries of the CITY shall exist at all times during the life of this AGREEMENT. Annual Franchise Fee shall mean the yearly fee charged by the CITY to each FRANCHISEE who operates within CITY limits and collects garbage and trash. See Section 22-50(b) of the City Code. Annual Specialized Waste Handling Fee shall mean the yearly fee charged by the CITY to each FRANCHISEE who operates within CITY limits and collects trash, excluding garbage. See Section 22-50(c) of the City Code. Biomedical Waste shall mean any solid or liquid waste which may present a threat of infection to humans, including non -liquid tissue, body parts, blood, blood products, and body fluids from humans and other primates; laboratory and veterinary wastes which contain human disease -causing agents; and discarded sharps. The following are also included: (a) used, absorbent materials saturated with blood, blood products, body fluids, or excretions or secretions contaminated with visible blood; and absorbent materials saturated with blood or blood products that have dried; and (b) non -absorbent, disposable devices that have been contaminated with blood, body fluids or, secretions or excretions visibly contaminated with blood, but have not been treated by an approved method. 2 City of Miami, Florida Commercial Solid Waste Hauling Services RFQ 495344 Biological Waste shall mean any solid waste that causes or has the capability of causing disease or infection and includes, but is not limited to, biomedical waste, diseased or dead animals, and other wastes capable of transmitting pathogens to humans or animals. City Commission shall mean the local legislative body of the City of Miami. The City Commission is the body that approves City Franchises. Any transfers, assignments, amendments, conveyances, or delegations pursuant to this AGREEMENT shall only be made with the approval of the City Commission and in accordance with the terms in Article XIII of this AGREEMENT. City Manager shall mean the duly appointed chief administrative officer of the City of Miami. All actions of the CITY under this AGREEMENT that do not specify City Commission may be performed by the City Manager or the Director serving as the Manager's designee. 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. This definition incorporates by reference the definition of "Commercial Establishment" set forth in § 15-1 of the Miami -Dade County Code. Commercial Hauler shall mean a licensed City of Miami FRANCHISEE that operates within CITY limits and provides certain services to Multi -Family and Commercial establishments including but not limited to the following; garbage, trash, recycling, roll - off, and specialized waste handling service, etc. Director shall mean the Director of the Department of Solid Waste. Franchise Fee shall mean the monthly percentage of Gross Receipts remitted to the City by each FRANCHISEE. See Section 22-56 and Section 22-50 of the City Code, as amended. By amending Section 22-56 and Section 22-50 of the City code, the franchise fee may be amended or adjusted, from time to time. FRANCHISEE acknowledges and agrees that the :monthly percentage of gross receipts payable, as amended, or adjusted, will automatically apply to this AGREEMENT. FRANCHISEE also agrees that the City and FRANCHISEE will promptly execute an addendum or amendment recognizing the FRANCHISEE's obligation to pay such adjusted or amended fee as of the effective date of such amendment. If FRANCHISEE fails to pay the adjusted; franchise fee, or fails to comply with any addendum or amendment to this AGREEMENT, the FRANCHISEE shall be deemed in default of this AGREEMENT pursuant to Article IX. Should a default occur pursuant to Article IX, this AGREEMENT will be terminated pursuant to Article X. Gross Receipts shall mean all monies, whether paid by cash, check, debit or credit, collected from customers resulting from all transactions and activities in the FRANCHISEE'S regular course of business and trade including administration fees, garbage, industrial, solid waste, used cooking oil waste, sanitation, environmental charges and fees, containerized waste, environmental waste services (vactor), equipment rental and City of Miami, Florida Commercial Solid Waste Hauling Services RFQ 495344 leasing, fuel surcharge, construction and demolition debris, roofing materials, trash, litter, maintenance, compactors, refuse and/or rubbish collection removal and disposal services rendered, hand bag collection, recycling (excluding recovered materials at commercial establishments as defined by §403.7046, Florida Statutes), or from any other source related directly or indirectly from waste collection services, including, without limitations, all income derived from leasing and renting of real or tangible personal property, the use of dump trucks, grappling trucks, roll -off trucks, trailers, roll -off s, boxed in, framed, fenced in, or otherwise designated storage areas, etc., containers, bagsters, chutes, and any other vehicles and equipment used for collection and disposal of any debris by the FRANCHISEE, exclusive of taxes as provided by law, whether wholly or partially collected within the CITY, less bad debts. Gross Receipts shall not include income derived from the transportation, storage, treatment, collection, and removal of biomedical, biological, or hazardous waste as herein defined. Hazardous Waste shall mean any solid waste, or a combination of solid wastes, which, because of quantity, concentration, or physical, chemical, or infectious characteristics, may cause, or significantly contribute to, an increase in mortality or an increase in serious irreversible or incapacitating reversible illness or may pose a substantial present or potential hazard to human health or the environment when improperly transported, disposed of, stored, treated, or otherwise managed. Multifamily Residence shall mean and include any building or structure containing four or more contiguous living units and intended exclusively for residential purposes. This definition incorporates by reference the definition of Multi -family residential establishment set forth in § 15-1, Miami -Dade County Code. 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. Organic Waste shall mean a type of waste material which can be broken down into its base compounds by micro-organisms and other living things, regardless of what those compounds may be, and can be commonly found in municipal solid waste as green waste, foodwaste, paper waste, and biodegradable plastics. Permit Per Account Fee shall mean the charge assessed by the CITY beginning each October 1, for each account and roll -off that is acquired or maintained throughout the Fiscal Year by FRANCHISEE 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. Recyclable Material shall mean those materials which are capable of being recycled and which would otherwise be processed or disposed of as solid waste. 4 City of Miami, Florida Commercial Solid Waste Hauling Services RFQ 495344 Safety Inspection Fee shall mean a regulatory fee as referenced in Section 166.221, Florida Statutes, which is a yearly remittance paid to the CITY by the FRANCHISEE for inspection of all vehicles that the commercial haulers will use to conduct business, of whatever source, within the City boundaries. Specialized Waste Handling Services shall mean the collection and disposal of solid waste that requires special handling and management, including, but not limited to white goods (large electrical goods used domestically such as refrigerators, washing machines, etc.), waste tires, used oil, lead -acid batteries, construction and demolition debris, ash residue and biomedical and biological waste. It should be noted that these are FRANCHISEES that are in the roll -off collection business and do not collect garbage. ARTICLE III GRANTEE 3.1 The CITY grants unto the FRANCHISEE the continued non-exclusive 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 non-exclusive 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 and recyclable materials, excluding biomedical, biological, and hazardous waste. Extraordinary material, unacceptable waste (acid, batteries, auto parts, excavating materials, construction and demolition debris, roofing .materials, wood, pipe, steel, gas tanks, etc.), dead animals, abandoned vehicles/boats and parts, large equipment and parts thereto will not be collected by FRANCHISEE unless specifically required by the generator (site whose processes and actions create the waste) 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 5 City of Miarni, Florida Commercial Solid Waste Hauling Services RFQ 495344 surrounding containers clean and free of waste and debris as long as container is on site. Service minimums for multi -family dwellings shall be as follows: ■ 1-4 Units — 2 CY @ 2 x per week; • 5-8 Units 3 CY @ 2 x per week or 2 CY@ 3 x per week; ■ 9-12 Units - 4 CY @ 2 x per week; ■ 13-16 Units 3 CY @ 5 x per week or 4 CY @ 3 x per week; • 17-32 Units — 6 CY @ 3 x per week; • 33-48 Units — 8 CY @ 3 x per week; over 48 Units will require two 8 CY @ 5 x per week, with the City monitoring Solid Waste pickup activity. In case of insufficient service being noted, FRANCHISEE may be required to increase service. As per Section 22-2 (b) of the City Code, as amended, no customers are to be signed up for 1 x per week garbage collection service. 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, at 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. Except as otherwise provided, all vehicles used in the collection and/or transportation of waste shall be equipped with a leak -proof body of metal type. If a FRANCHISEE uses a specially designed, motorized local collection vehicle for transporting solid waste over short distances from residential or commercial stops to waiting trucks, the container portion of such vehicle shall be equipped with a cover, adequate to prevent scattering of the load. If any pickup truck or open -bed truck is used by a FRANCHISEE, the load shall be covered with an adequate cover to prevent scattering of the load. All vehicles shall be operated in conformity with all ordinances of the CITY. All vehicles shall be properly licensed, registered, and equipped in compliance with the motor vehicles laws of the State of Florida. 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 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 make reasonable efforts to 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. 6 City of Miami, Florida Commercial Solid Waste Hauling Services RFQ 495344 4.6 FRANCHISEE shall make its customers aware of Miami -Dade County's and City of Miami's mandatory Commercial and Multi -family recycling ordinance and shall make services available. FRANCHISEE shall submit to the Solid Waste Director an "Annual Recycling Plan" which will describe resources and funds being committed to program; an annual list of recycling accounts, quarterly reports describing recycling and diversion goals and accomplishments, and financial resources spent for that purpose, along with a list of non -recycling accounts. FRANCHISEE agrees to comply with Section 15 of the Miami - Dade County Code, entitled "Solid Waste Management", as amended. All Multi -Family and Commercial establishments are required to initiate a recycling program. The recycling program shall be serviced by a licensed City of Miami FRANCHISEE, or a State of Florida Certified Recyclables Dealer. Failure of FRANCHISEE to provide a recycling program shall cause a default in this AGREEMENT pursuant to Article IX; failure to cure said default may result in termination of said AGREEMENT pursuant to Article X. See Section 22-51 of the City Code, as amended. 4.7 FRANCHISEE agrees to recycle, collect and dispose of the solid waste at designated CITY buildings and properties, free of charge, pursuant to the City Code, as assigned by the Director of the Department of Solid Waste. In -kind service assignments, including recycling City facilities, will be made proportionate to FRANCHISEE'S percentage of total contracted commercial accounts in the CITY. See Section 22-1 of the City Code, as amended. 4.8 FRANCFHISEE agrees to collect and dispose of waste generated at assigned. Neighborhood Cleanups, and other locations within the CITY, as an in kind service 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, who on any assignment which exceeds $500.00 in value, may require a Memorandum of Understanding ("MOU"), to be signed by the FRANCHISEE and the City Manager (or the Director), which sets forth a guaranteed maximum charge/stipulated lump sum for such assignment. Such a charge will consist of either a monetary amount, or a percentage of the franchise fee agreed uponin the MOU. The CITY will only be liable to credit this offset from the franchise fee and the FRANCHISEE will have no other monetary recourse, claim or action against the City for any payment of the in kind service assignment under this Section. 4.9 FRANCHISEE shall require that its employees wear clean unifouiiis 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 City service who exhibits wanton negligence, or is 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 than the Federal minimum wage and to abide by other requirements 7 City of Miami, Florida Commercial Solid Waste Hauling Services RFQ 495344 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 good working order, such equipment as shall permit the FRANCHISEE, adequately and efficiently, to perform its duties hereunder. FRANCHISEE shall, at all times, have available reserve equipment which can be put into service andoperation within two hours of any breakdown. 4.11 FRANCHISEE agrees to strictly adhere to the provisions of Section 22-46 and Section 22- 93, as amended, of the City Code, Chapter 22, which states that it shall be unlawful for any FRANCHISEE to provide service to any commercial property within 100 feet of a residential district between the hours of 11:00 p.m. and 7:00 a.m., and to strictly adhere to any other terms and provisions of this AGREEMENT as specified in the Notice of Violation, except and only as determined by the Director of the Department of Solid Waste. Each Fiscal Year (October 1, through September 30), the amounts assessed for non- compliance of this section will be as follows: 1st Non -Compliance: $ 300.00 2nd Non -Compliance: $ 500.00 3rd Non -Compliance: $1,000.00 Each Additional Non -Compliance: $1,000.00 For any other failure to comply with the terms of this AGREEMENT, the following amounts will be due as liquidated damages and not as a penalty, for violations of the AGREEMENT as specified in the Notice of Violation. First Violation: Second Violation: Third Violation: Each Additional Violation: $ 300.00 $ 500.00 $1,000.00 $1,000.00 These amounts are established for the failures by the FRANCHISEE to comply with this AGREEMENT. It is not the intention of the City to assess the entire amounts for minor failures to comply with the AGREEMENT unless they are of a recurring or continuing nature. The City reserves the right to assess twenty (20%) of the amounts set forth in this section for minor failures to comply with the AGREEMENT. The exact damages suffered by the City cannot be known or ascertained and these amounts represent liquidated damages due at the time of the violation. 4.12 FRANCHISEE is required, pursuant to Section 22-2 (b) of the City Code, as amended, to notify the Department of Solid Waste, at least seven business days prior, of accounts for which it will discontinue service and advise if said accounts are in arrears. Should any accounts be in arrears and FRANCHISEE seeks remedy (court decisions, collection agencies, judgments, mediations, etc.) the CITY shall receive from the amount of proceeds collected, its applicable fees and be notified of any and all hearings and/or meetings so it 8 City of Miami, Florida Commercial Solid Waste Hauling Services RFQ 495344 may participate. Also, upon resumed service, FRANCHISEE agrees to immediately notify the Department of Solid Waste. FRANCHISEE shall furnish such notification(s) as are provided in Section 22-2, of the City Code. 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. If the CITY identifies an illegal container placed and operating within the City limits by a non -licensed. Commercial Hauler who is providing Commercial Solid Waste Service without a Franchise from the CITY, the City will confiscate said container and assess charges for man-hours, equipment, disposal and administrative costs and fines. 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 information must also be marked on all trailer and container units. All markings must be in letters and numerals at least two inches in height. 4.15 At least annually (October 1) and as determined by the Director of the Department of Solid Waste, each FRANCHISEE shall supply the following information on a flash drive, PDF file, compact disc, or other acceptable format and in the manner prescribed by the Director of the Department of Solid Waste: (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 of Miami for which hand collection of bags/cans is provided. (4) An accounts receivable aging report for each City of Miami customer. (5) A listing of City of :Miami accounts that were charged off as bad debts. (6) A listing of the vehicles and equipment to be used in the City of Miami. (7) Literature provided to each customer describing the goals and objectives of the recycling programs offered by the FRANCHISEE and the obligations under the Dade County mandatory multi -family and business recycling code. All literature is to be provided in English, Spanish and Creole. (8) That the vendors in the area known as the "Produce Market" comprised of produce vendors, bounded on; the East by Northwest Ninth Avenue, on the North by Northwest Twenty -Third street, on the West by Northwest Twenty Second Avenue and on the South by Northwest Twentieth Street and the surrounding area, be provided with an Organics Recycling Program no later than October 1.st, 2016 or utilize a facility as described in 4.15 (9). Such program shall use composting and/or any other environmentally accepted organics recycling program which diverts such material from any disposal site. 9 City of Miami, Florida Commercial Solid Waste Hauling Services RFQ 495344 (9) An organic recycling work plan that includes the utilization of a future City waste conversion facility. A plan that uses (upon its' implementation) the waste conversion facility. Such facility will require organic waste as the primary feedstock to operate efficiently. Franchise haulers servicing the "Produce Market" and other customers who generate significant amounts of organic waste, such as grocery, produce, food waste and landscaping materials agree to cooperate with the Solid Waste Department in delivering valuable organic waste to the proposed City facility. The City will make every effort to set a tipping fee that will only recover the operational costs associated with running such facility. 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 AGREEMENT and the terms of this AGREEMENT in its entirety, within specified time frames, as may amended or adjusted from time to time by the enactment of City Code amendments as referenced in "Franchise Fees" in Article II of this AGREEMENT: 5.2 FRANCHISE FEE: FRANCHISEE agrees to remit monthly to the CITY, twenty-four percent (24%) of its Gross Receipts, generated from accounts within the City limits, or $500.00 per month, whichever is greater. Accompanying the remittance, FRANCHISEE must provide the CITY with a list of the customers' names, addresses, folio numbers, and total amount collected. FRANCHISEE agrees to maintain a second list which reflects an aging schedule of individual account charges which must be retained for a period of 60 months from the end of the AGREEMENT, and be made available at all times to CITY auditors. Twenty-four percent (24%) of the total amount collected should equal the remittance amount paid to the CITY. 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 day of the following month will cause the FRANCHISEE a one and one half percent (1.5%) 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 Payment and Performance Bond for all monies due and owing the CITY, including costs. It should be noted, that the twenty-four percent (24%) remitted monthly to the City, should be calculated on all monthly gross receipts, excluding receipts derived from biomedical, biological, and hazardous removal, as defined in the AGREEMENT, collected from the customers, exclusive of taxes. As payment of the franchise fee is assessed to the FRANCHISEE, FRANCHISEE may not write into its customer bills or invoices a charge labeled "City of Miami Franchise Fee," or any other language that serves to pass payment of Franchise Fees ontothe customer. The gross percentage fee under this section does not apply to franchises engaged solely in biomedical, biological, and hazardous removal services. The CITY may, from time to time, adjust this fee by amending § 22-56 of the City Code. FRANCHISEE acknowledges it shall be obliged 10 City of Miami, Florida Commercial Solid Waste Hauling Services RFQ 495344 to pay such fee as adjusted or amended as of the effective date of such legislation and will promptly execute an addendum or amendment affirming the foregoing. 5.3 ANNUAL FRANCHISE FEE: FRANCHISEE agrees to remit to the CITY annually (due October 1) the sum of $10,500.00 for the right to be a FRANCHISEE for Commercial Solid Waste Services within the City; said fee shall increase annually by $500.00. Failure to remit the required annual franchise fee by the due date will cause the FRANCHISEE a one and one half percent (1.5%) penalty per month on the balance due. A FRANCHISEE that performs ONLY Commercial Solid Waste Services and a FRANCHISEE that performs BOTH Commercial Solid Waste Services AND Specialized Waste Handling Services will be subject to this annual fee. This fee does NOT apply to a FRANCHISEE that performs ONLY Specialized Waste Handling Services. See Section 22-50 (b) of the City Code, as amended. The CITY may, from time to time, adjust this fee by amending § 22-50 of the City Code. FRANCHISEE acknowledges it shall be obliged to pay such fee as adjusted or amended as of the effective date of such legislation and will promptly execute an addendum or amendment affirming the foregoing. 5.4 FRANCHISEE agrees to remit the $10,500.00 annual franchise fee by October 1st, as noted in paragraph 5.3 above. FRANCHISEE further agrees on each anniversary (October 1) throughout the term of the AGREEMENT, to increase said fee by $500.00. For example; commencing October. 1, 2016, the annual fee due to the City will be $11,000.00, and so forth throughout the AGREEMENT term. 5.5 FRANCHISEE agrees to remit to the City annually a Peiiiiit Per Account Fee in the amount of seventy-five ($75.00) (due October 1st) for each account effective October 1st of every new fiscal year to those accounts booked as of October 1st of every new fiscal year with whom they contract for the provision of commercial solid waste services. See Section 22- 50 (a) of the City Code, as amended. In addition, for each new commercial account and new roll -off box or container acquired after October 1, the FRANCHISEE agrees to remit the fee due for the month that the account was acquired in (See Sec.22-50 City Code) including $75.00 for each roll -off box or container placed in the City at any time during the contract year. The remittance must be to the Finance Department by the end of the following month. The FRANCHISEE may only pass on an amount not to exceed thirty- eight ($3 8.00) of said permit per account fee to each contracted customer. Said permit per account fee shall not be transferable. Effective October 1, 2015 the annual period will begin October lst and end September 30th. All late payments of this fee will cause the FRANCHISEE a one and one half percent (1.5%) penalty per month on the balance due. 5.6 Annual Specialized Waste Handling Fee: FRANCHISEE agrees to remit to the City annually (due October 1st) the sum of $6,500.00 for the right to provide ONLY 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, 2015, the annual franchise fee for Specialized Waste Handling Services due the City will be $6,500.00, and so forth throughout the AGREEMENT term. All late payments of this 11 City of Miami, Florida Commercial Solid Waste Hauling Services RFQ 495344 fee will cause the FRANCHISEE a one and one half percent (1.5%) penalty per month on the balance due. This fee does not allow the FRANCHISEE to perform Commercial Solid Waste (Garbage) Services within the City limits. This fee applies to a FRANCHISEE that ONLY performs Specialized Waste Handling Services within the City limits. See Section 22-50 (c) of the City Code, as amended. 5.7 Safety Inspection Fee: FRANCHISEE agrees to pay the City an annual $500.00 per vehicle safety inspection fee if a vehicle or equipment operating in the City is found to be defective, potentially unsafe or requires inspection by city staff to ensure that the Franchisee operated vehicle is safe to operate. This is a regulatory fee as referenced in Section 166.221, Florida Statutes. This fee is for the municipal inspection of the vehicles being used by FRANCHISEE within the City. The inspection of each vehicle will occur at the City of Miami Solid Waste Department. Vehicles that are used by FRANCHISEE to operate within the City boundaries are subject to the safety inspection and its accompanying fee. The vehicles will include, but are not limited to, roll -offs, grapple trucks, front and rear end loaders, vactor trucks, dump trucks, trailers, and any other vehicles used for business, collection and disposal of any debris by the FRANCHISEE. ARTICLE VI AUDIT AND INSPECTION RIGHTS 6.1 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 the terms of this AGREEMENT, the CITY may audit, or cause to be audited, those books and records of FRANCHISEE which are related to FRANCHISEE'S performance. 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, in accordance with the terms of this AGREEMENT. For Example; franchise fees are due on October 31, 2015 for cash received in September 2015. The final payment made under the AGREEMENT is due October 31, 2020. The audit term includes the full term of the AGREEMENT, as well as the effective five (5) year term that follows. Thus, under the terms of the AGREEMENT, an audit may commence through October 31, 2025. Auditee is required to pay all monies due as a result of such audits. Note: If the three additional one (1) year options to renew are exercised, this timeframe changes accordingly). 6.1.1 The City shall have the following inspection and audit rights as provided in §18-101 and § 18-102 of the City Code: 18-101 - Inspections. (a) Solicitations and contractual provisions. City contracts shall provide that the city may inspect goods or services at the facilities of the contractual party and perform tests to determine whether they conform to solicitation requirements contained in invitation for bids or requests for proposals or, after award, to the terms and conditions of the contract. Such inspections and tests shall be performed in accordance with the terms and conditions of the solicitation and contract. 12 City of Miami, Florida i Commercial Solid Waste Hauling Services RFQ 495344 (b) Procedures for tests and inspections. (1) The chief procurement officer may specify general operational procedures governing the test and inspection of all goods or services, sales or leases being performed under city contract by city departments, offices and individual purchasing agents. (2) The chief procurement officer shall inspect or supervise the inspection of all deliveries of supplies, materials, equipment, contractual services or performance under lease agreements to determine conformance with the terms and conditions upon which the order or contract was based. Any purchasing agent or department may be authorized by the chief procurement officer to inspect deliveries or contract performance in the manner stipulated with the approval of the city manager. (3) The chief procurement officer may prescribe chemical, physical and other performance tests for goods or services, including samples submitted with bids or offers and samples of deliveries and performance to determine their quality and conformance with the terms and conditions of the solicitation or contract. In the performance of such tests or inspections, the chief procurement officer shall have the authority to make use of the laboratory facilities of any department of the city or any outside laboratory or special expertise available to evaluate service performance. (c) Conduct of inspections. Whenever possible, inspections and tests shall be performed so as not to unduly delay or inconvenience the contractual parties. Contractual parties shall make available at no charge to the city all reasonable facilities and assistance, in order to facilitate the performance of inspections or tests by city representative. (Ord. No. 12271, § 2, 8-22-02) Sec. 18-102 - Audits. (a) Solicitations and contractual provisions. City contracts shall provide that the city may inspect the books and records of contractual parties to determine conformance with the solicitation requirements contained in the invitation for bids or request for proposals or, after award, with the terms and conditions of the contract. (b) Procedures for audits, (1) The chief procurement officer may specify the general procedures for inspection of books and records and for the conduct of audits of all goods or services, sales or leases under city contracts. (2) An audit may be required when, in respect to an actual or prospective contractual party, there is: a. A question as to the adequacy of accounting policies or cost systems; b. A substantial change in the methods or levels of operations; c. Previous unfavorable experience indicating doubtful reliability of estimating, accounting or purchasing methods; d. A lack of cost experience due to the procurement of a new supply or service; or e. Other evidence that an audit is in the city's best interests as determined by the chief procurement officer, the city manager or the city commission. (c) Conduct of audits. Whenever possible, audits shall be performed so as not to unduly delay or inconvenience the contractual party. Contractual parties shall make available at no charge to the city all reasonable facilities and assistance, for the convenience of the city representatives performing the audit. (Ord. No. 12271, § 2, 8-22-02) 6.2 The CITY, or its agents, may, at reasonable times during the term hereof, inspect FRANCHISEE'S facilities and perform such tests, 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. 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- 99, 18-100, 18-101 and 1.8-102, 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 13 City of Miami, Florida Commercial Solid Waste Hauling Services RFQ 495344 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 confitni the FRANCHISEE'S compliance with the AGREEMENT. FRANCHISEE further agrees to pay a one and one half percent (1.5%) 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 $20,000.00 (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. All financial information and books and records shall be provided to CITY audit staff in a data medium and format specified by the Auditor General. Data medium includes electronic media such as CD and DVD, flash drives, and email attachments. Appropriate data format requires data be provided in unlocked. Excel spreadsheet format. 6.3 FRANCHISEE agrees to allow CITY auditors the right to copy any financial related source documents when deemed necessary, to substantiate an audit finding. Also, any FRANCHISEE requesting credit or refund for Franchise Fees paid to the CITY in error will be required to pay for the auditing hours necessary to verify the claim. ARTICLE VII INSURANCE AND BONDS 7.1 FRANCHISEE agrees to maintain, for the term 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 combined single limit of $1,000,000 per occurrence for bodily injury and property damage liability. FRANCHISEE'S certificate shall also include workers' compensation coverage. The City shall be listed as an additional insured for liability. Refer to Attachment D, Insurance Requirements. 7.2 FRANCHISEE agrees to maintain, for the term of this AGREEMENT, a Perfort'lance Bond, executed by a surety company duly authorizedto 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 for the first year of the AGREEMENT shall be no less than $25,000.00, as security for the faithful performance of the AGREEMENT. The amount of the bond for the second year throughout the term of the AGREEMENT including renewals and extensions thereof, shall be equal to the FRANCHISEE'S previous 12 month franchise fees paid to the CITY (including the annual franchise fee, monthly 24% franchise fee, annual per account fee, and any other franchise fees paid to the City) or a minimum of $25,000, whichever is greater. 14 City of Miami, Florida Commercial Solid Waste Hauling Services RFQ 495344 The surety shall have a rating classification of "A-" and a financial category of Class V 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 days after approval of the AGREEMENT by the City Commission and prior to the execution of the AGREEMENT. See Section 22-47 (4) (b) of the City Code, as amended. ARTICLE VIII TERM 8.1 The term of the AGREEMENT shall be for a period of five (5) years with three (3) one (1) year options to renew. The AGREEMENT shall commence October 1, 2015, and shall terminate on September 30, 2020, with the three (3) one (1) year option periods through September 30, 2023. The AGREEMENT shall become effective upon execution by the parties hereto. See Section 22-57 (b) of the City Code, as amended. 8.2 The option to renew the AGREEMENT for the additional three (3) one (1) year periods will be at the sole discretion of the City. Various criteria will be established prior to each 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, 2015, AGREEMENT. It should be noted that any FRANCHISEE that is not renewed for any of the option periods, will not be allowed to operate within the City limits. 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 CTTY, in addition to all remedies available to it by law, may immediately, upon written notice to FRANCHISEE, terminate this AGREEMENT. This 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 expenses incurred by the CITY in preparation and negotiation of this AGREEMENT, as well as, all costs and expenses incurred by the City in the re -procurement of the Services, including consequential and incidental damages. See Section 22-58 (c) of the City Code, as amended. 15 City of Miami, Florida Commercial Solid Waste Hauling Services RFQ 495344 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. 9.3 Except as set forth in 9.2, once this AGREEMENT is terminated, the FRANCHISEE will have no authority to provide Solid Waste collection services in the CITY, ARTICLE X RIGHT TO TERMINATE AND/OR 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. See Section 22-58 of the City Code, as amended 10.2 If the FRANCHISEE is in default and owes sums to the City, fourteen (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. 10.4 All complaints received by the CITY shall be resolved by the FRANCHISEE within twenty four (40) hours, after notification by the CITY to the FRANCHISEE of said complaint. 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 any 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 invite, notify, and qualify other Prospective Proposers of the opportunity to provide collection and disposal services. ARTICLE XI NOTICES 16 City of Miami, Florida Commercial Solid Waste Hauling Services RFQ 495344 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 c/o City Manager 3500 Pan American Drive Miami, Florida, 33133 FRANCHISEE Copy To: City of Miami Director, Department of Solid Waste Director's Office 1290 NW 20th Street Miami, FL 33142 ARTICLE XII INDEMNIFICATION 12.1 FRANCHISEE shall indemnify, defend and hold harmless the CITY and its officials, employees and agents (collectively referred to as "Indemnitees") 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 of, 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 to as "FRANCHISEE"), regardless of whether it is, or is alleged to be, caused in whole or in part (whether joint, concurrent or contributing) by any act, ornission, default or negligence (whether active or passive) of the Indemnitees, 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 Indemnitees, 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. 17 City of Miami, Florida Commercial Solid Waste Hauling Services RFQ 495344 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 FRANCI-iISEE 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 or control 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. If the CITY approves assignment of this AGREEMENT, it may be conditioned on the proposed assignee demonstrating fiscal solvency, reliability, and responsibility. Prior to consideration of approval by the CITY, the proposed assignee must execute an Assignment/Assumption AGREEMENT whereby they comply with every condition of the prior Franchise Agreement and this AGREEMENT must be approved as to form and correctness by the City Attorney. 13.2 This AGREEMENT shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors, or assigns. 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 FRANCHISEE's operations and services, public records, conflict of interest, record keeping, etc. FRANCHISEE agrees to comply with and observe all applicable Federal, State, County and City laws, rules, regulations, Codes and Ordinances, as applicable to FRANCHISEE and its operations and services, 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 18 City of Miami, Florida Commercial Solid Waste Hauling Services RFQ 495344 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 INDEPENDENT CONTRACTOR 16.1 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 XVII GOVERNING LAW; VENUE; CIVIL ACTIONS 17.1 This AGREEMENT shall be governed by the laws, regulations, Codes and. Ordinances of the Federal Government, State of Florida, Miami -Dade County and the City of Miami. This AGREEMENT shall be construed and interpreted under the laws of the State of Florida. 17.2 Venue in any claims, actions or proceedings between the parties shall be in Miami -Dade County, Florida. 17.3 In order to expeditiously handle any claims, actions or proceedings between the parties under this AGREEMENT each party voluntarily and knowingly: (i) waives their right to demand a jury trial; (ii) waives their right to file a permissive counterclaim; (iii) agrees to bear their own attorney's fees. ARTICLE XVIII SEVERABILITY 18.1 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 XIX ENTIRE AGREEMENT 19 City of Miami, Florida Commercial Solid Waste Hauling Services RFO 495344 19.1 This instrument and its attachments constitute the sole and only AGREEMENT of the parties relating to the subject matter hereof and correctly sets forth the rights, duties, and obligations of each to the other as of its date. Any prior Agreements, promises, negotiations, or representations not expressly set forth in this AGREEMENT are of no force or effect. 19.2 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. 19.3 Notwithstanding the aforementioned, the CITY reserves the right, from time to time, to levy other reasonable business, professional, and occupational regulatory fees, pursuant to Florida Statutes § 166.221. 19.4 The City of Miami's Department of Solid Waste, may request such other reasonable supporting financial documents, as reasonably needed, to evaluate the gross receipts of the FRANCHISEE, for accounts subject to this Franchise Agreement. ARTICLE XX APPROVAL OF THIS AGREEMENT 20.1 Execution of this AGREEMENT by the City Manager, City Attorney, City Clerk, Risk Management Administrator and FRANCHISEE, shall constitute evidence of its approval. ARTICLE XXI ADDITIONAL QUALIFIED PROPOSERS 21.1 In addition, Qualified Proposer(s) agree that the CITY has the right to add additional qualified proposers, (in the event any of the Franchises are cancelled, terminated, or the FRANCHISEES otherwise cease to do business or provide adequate service within the CITY), who meet all requirements of applicable laws, codes, rules and regulations and will execute CITY furnished Agreements, to provide collection and disposal services, as determined necessary by the CITY, through the duration of the contract in order to insure availability and expediency of services. Each proposer who seeks to be added to the Commercial Solid Waste Hauling Services contract shall be evaluated, consistent with the requirements of this RFQ, to determine qualifications. ARTICLE XXII PUBLIC RECORDS 20 City of Miami, Florida Commercial Solid Waste Hauling Services RFQ 495344 22.1 Franchisee understands that the public shall have access, at all reasonable times, to all documents and information pertaining to City Agreements, subject to the provisions of Chapter. 119, Florida Statutes, including without limitation Florida Statute § 119.0701, and agrees to allow access by the CITY and the public to all documents subject to disclosure under applicable laws. Provider's failure or refusal to comply with the provisions of this section shall result in the immediate cancellation of this AGREEMENT by the CITY. 22.2 Should FRANCHISEE determine to dispute any public access provision required by Florida Statutes, then FRANCHISEE shall do so at its own expense and at no cost to the CITY. ARTICLE XXIII TERMINATION 23.1 The CITY reserves unto itself the power to revoke all franchises granted pursuant to Chapter 22 of the City Municipal Code, to change or limit the rights granted, or to otherwise modify the franchises, in its sole discretion, by ordinance duly enacted by it. Such action shall not be deemed a taking of property, contract, or other right of FRANCHISEE, it being the express intention to reserve unto the CITY, the power in its sole discretion, to alter the methods of solid waste collection employed in the CITY, and the manner in which to provide for solid waste services delivered within the CITY. 21 City ofMiami, Florida Commercial Solid Waste Hauling Services RFQ 495344 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: Todd Hannon, City Clerk Daniel J. Alfonso, City Manager "FRANCHISEE" a Corporation/LLC/ Ltd. Partnership (as applicable) ATTEST: By: Print Name: Print Name: Title: Secretary 1Title: APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: Victoria Mendez City Attorney Ann -Marie Sharpe Director, Risk Management 1 A company resolution indicating the signatory is authorized to sign for and bind the Franchisee, is required. 22 I3ID ITEM: BID NUMBER: ctA,„61 MIAIVII OF ICE OF T E CIT 1311) SECURITY LIST for Commercial Solid Waste Hauling Services RFQ 495344 DATE BID OPENED: June 8, 2015 TIME: 300 p.m. C ERK 'JAPER BID TOT,AL AMOUNT BID BOND (F,41) m ...CSUIER'S Progressive Waste Solutions N/A N/A Great Waste & RecYcling Service's, LLC N/A N/A Waste Management In o of Florida — N/A . N/A SRS Sunshine R.ecycling Serviees of SWFL N/A N/A World Waste Recycling — N/A N/A Eastern Ws Systems, Inc N/A N/A .1 & M Scaffolds of Florida, Inc. (7 ENVELOPES) , N/A N/A A.E,S. Portable Sanitation, Inc (7 ENVELOPES) N/A N/A Southern Waste Systems, LLC N/A N/A Rosemary L. H artigan, Esq. rtigan, Esq.(8 ENVELOPES) N/A N/A Load It Away, LLC N/A N/A Pronto Waste Son/ices, Inc. N/A , N/A EMOM1-#.414•• • a, rGooloed timely cm e t 11,,1 cl-,7.,vo (::,,',-,. 1 a - Vnn:221,g,0 0 i71:1,4A ,..t.,,,:a!: , thAli 5,011C i.,4,C.10 ..... othor Ofi'„VS5 alltirATMA1 : loreby ,, re16,,,:t1,-,4 oza Wo." "5E4/ Person Receiving Bid(s) On: Received (12) bid(s) on behalf: Procurement City D '''artmen PREPARED )3Y: ei5uty City Ole