2005-22AGREEMENT FOR COLLECTION, TRANSFER AND DISPOSAL OF
• SOLID WASTE AND RELATED SERVICES
This Agreement dated ~`~` ~ ~ _, 2005, is made effective as of the date hereof by
and between the CITY OF CLER ONT, a municipal government of the State of Florida (hereinafter
referred to as the "City") and ONYX WASTE SERVICES SOUTHEAST, INC. (hereinafter referred to
as the "Contractor").
RECITALS
WHEREAS, the State of Florida, through enactment of the Section 166.021, Florida Statutes has
recognized the important health and safety considerations for management of municipal solid waste
and recyclables.
WHEREAS, the City of Clermont, through enactment of Clermont City Code Chapter 50,
(hereinafter referred to as "Code") acknowledges its responsibility to preserve the health, safety and
well-being of the public).
WHEREAS, the Code requires exclusive franchise contracts, for any Contractor engaged in
collection of solid waste and recyclable in the City and reserves to the City Council the discretion to
impose reasonable terms and conditions for the granting of such exclusive franchise contracts as
reflected herein.
NOW, THEREFORE, City and Contractor hereby enter into the following agreement:
• AGREEMENT
Services to be provided under this Agreement shall consist of the collection, transfer and disposition
of solid waste and recyclable materials, as described herein. .
The City of Clermont shall provide each Service Recipient with one (1) 18 gallon recycling bin and
one (1) 95 gallon garbage cart. Service Recipient's shall receive all necessary and proper recycling
instructions from the City in accordance with the terms of this Agreement.
The vehicles used by the contractor will be new and/or late model trucks that are kept in good repair
and are equipped compaction type equipment of the type used for collection of household waste
and recycables. Hydraulic dumping devices will be attached to the vehicles to service the carts.
Nothing in this Agreement shall be construed to require Service Recipients to use Contractor for the
collection of their recyclables. Service Recipients may dispose of recyclables through other
appropriate means including, but not limited to, taking recyclables to drop-off facilities, or donating
or selling recyclables to private or public entities.
DEFINITIONS
BULKY GOODS: means items whose large size precludes or complicates their handling by normal
collection, processing or disposal methods. Bulky Goods includes, but is not limited to, major
appliances, carpets and mattresses. Bulky goods does not include any motor vehicle or any
subassemble, component, or part thereof, and does not include Hazardous Materials.
• COMMENCEMENT DATE: means the date for commencement of services agreed upon by the
parties.
• COMMERCIAL PROPERTY: means property used for conducting business thereon, including, but
not limited to, retail sales, services, wholesale operations, manufacturing and industrial operations,
but excluding businesses conducted upon residential property.
COMPOSTING: means yard waste composed of degradable organic matter through the use of
microorganisms deposed of in a Class III permitted landfill.
CONSTRUCTION WASTE: means building materials and rubber resulting from construction
and land cleaning operations.
EFFECTIVE DATE: means the date first above written.
GARBAGE: means putrescible wastes including kitchen and table food wastes; animal or
vegetable wastes resulting from storage, preparation, cooking, processing, or handling of food
or food stuffs; nonputrescible wastes that are mixed in the same container with or are
contaminated by putrescible wastes; infectious wastes, such as used tissues, which are
normally produced at residential premises; and any putrefactive or easily decomposable waste
material which is likely to attract flies, vermin, birds or rodents. Garbage does not include
materials that are separated and set aside for recycling or Hazardous Materials.
HAZARDOUS MATERIALS: means any material or combination of materials which because of
its quantity, concentration, or physical, chemical, biomedical, or infectious characteristics may
either: (a) cause or significantly contribute to an increase in mortality or an increase in serious
• irreversible, or incapacitating reversible, illness; or (b) pose a substantial present or potential
hazard to human health or environment when improperly treated, stored, transported or
disposed of or otherwise managed. Hazardous Material includes hazardous wastes as defined
under Florida or United States law or any regulations promulgated pursuant to such law, as
such law or regulations may from time to time be amended.
MULTIFAMILY RESIDENTIAL PROPERTY: means property used for residential purposes
which consists of two or more dwelling units in a single or connected structure.
RECYCLABLES: means newspaper (including inserts), and telephone books (only at specified
times) glass containers of clear, brown and green in color, aluminum and metal cans, plastic
containers and bottles (containers in which the neck is smaller than the base) including
containers made of natural and/or pigmented high density polyethylene (HDPE), natural and/or
pigmented low density polyethylene (LDPE), clear and/or pigmented polyethylene terephthalate
(PET), and clear and/or pigmented polyvinyl chloride (PVC).
RECYCLABLES CONTAINERS: means recycling containers (plastic bins) with a maximum
capacity of 18 gallons, used by Service Recipients to hold Recyclables awaiting collection by
Contractor.
RECYCLING: means Curbside Residential Recycling Collection Service. The Contractor shall
provide unlimited quantities of Curbside Residential Recycling Collection Service to all dwelling
units in the service area on a once per week basis.
• RECYCLING MATERIAL: The Contractor will receive all revenues, generated by the sale of
recyclable material collected by the Contractor. The Contractor shall pay all disposal and
• handling fees that Contractor may incur as a result of the proper disposal of recycling material
not accepted at MRF.
RESIDENTIAL PROPERTY: means property used for residential purposes, which consists of
single family dwellings, irrespective of whether such dwellings are rental units or owner--
occupied, or whether commercial activities are conducted thereon or therefrom, provided that
such commercial activities are permitted under applicable zoning regulations.
RESIDENTIAL SOLID WASTE COLLECTION: means the collection at curbside of residential,
multi-family, household waste, which shall be provided on a once per week basis. Each Service
Recipient shall be allowed to place one 95 gallon cart of garbage to be collected by the
Contractor per week. The cart shall be provided by the City.
SERVICE RECIPIENT: means all Residential Property excluding Multifamily Residential
Property and Commercial Property within the Contractor's service area which consists of the
City's political boundaries.
SOLID WASTE: means all putrescible and nonputrescible solid and semisolid wastes, including
garbage, trash, paper, vegetable or animal solid and semisolid wastes, and other discarded
solid and semisolid wastes excluding Waste Oil. Solid Waste does not include Hazardous
Materials, medical waste, biosolids, low level radioactive waste, animal carcass or construction
and demolition debris.
TRASH: means waste materials that do not include putrescible garbage but may include such
• organic materials as yard waste.
WASTE OIL: means any oil that has been refined from crude oil, or has been synthetically
produced, and is no longer useful to the Service Recipient because of extended storage,
spillage or contamination with nonhazardous impurities such as dirt or water; and (2) any oil that
has been refined from crude oil, or has been synthetically produced, and has been used and as
a result of such use has been contaminated with physical or chemical impurities. Waste Oil
does not include transmission fluid, but does include, and is not limited to, animal fats such as
cooking oil, vegetable oil, fats or grease.
WHITE GOODS: means a washing machine, clothes dryer, hot water heater, dehumidifier,
conventional oven, microwave oven, stove, refrigerator, freezer, air conditioner, trash
compactor, residential furnace or other similar type of domestic device. White Goods must be
generated by the customers at the dwelling unit wherein the White Goods are collected. The
Contractor shall be required to collect freon-containing devices only when they are properly
labeled certifying that freon has been removed or if from the appearance of the appliance it is
apparent that it contains no freon. Contractor shall not be responsible for any special disposal
or handling csots should an item be found to contain freon.
SIDE DOOR SERVICE: Notwithstanding any term or definition set forth in this Agreement, side
door collection of Residential Property, shall be permitted if all adult occupants residing therein
are handicapped (as determined by a physician's statement provided to Contractor) and if a
request for side-door service has been made to, and approved by the City Administrator in the
• manner required by the City.
• FRANCHISE
This Agreement is entered into for the purpose of providing an exclusive franchise to the
Contractor for provision of Solid Waste and Recyclables placed at curbside, collection, transfer
and disposal services within the political boundaries of the City, as more particularly described
in Exhibit "A" ,attached hereto and icoproated herein. The term "Solid Waste services" as used
in this section shall extend to and include the collection, transfer, and disposal of Solid Waste
and the collection and transfer of Recyclables
TERM
This Agreement shall be effective as of the Effective Date and for an initial period of five (5)
years from the Commencement Date. Either party may terminate this Agreement by giving the
other party one year written notice. This Agreement may be extended for additional five year
terms, upon terms and conditions mutually agreeable to both parties.
SERVICE CHANGES :The City Council may, from time to time, request a change in standards
for Solid Waste and Recyclables including, but not limited to, frequency of service, hours of
service, condition of equipment, and disposal. Contractor shall reasonably comply with such
requests, or show cause to the City Council why such requests cannot be met without
commercially unreasonable adverse conditions or without a change in Contractor's
compensation and rates. Such a change in standards shall only take place upon agreement of
• the parties.
HOURS OF COLLECTION: Unless otherwise agreed to by City collection shall begin no earlier
than 7:00 a.m., and end no later than 7:00 p.m., for Service Recipients.
ACCESSIBILITY: The Contractor shall be responsible for collecting those containers properly
placed within three feet of the curb surface of the public road.
FREQUENCY OF COLLECTION: On the same day of each week the Contractor shall provide
each Service Recipient a once per week Solid Waste collection service and once per week
Recyclable collection service.
HOLIDAY SERVICE: If a major Holiday should fall on a pick-up day Contractor shall resume
pickup the following working day or such other day as mutually agreed upon by the parties. .
Contractor shall provide notice to the Service Recipients, of the holiday scheduling though an
announcement placed in a newspaper of general circulation within the City or county.
MANNER OF COLLECTION: All containers shall be replaced at curbside where they were
found, or at the Solid Waste collection point in a manner so as not to obstruct the path of travel.
Should damage to property occur as a result of Contractor's sole negligence, Contractor agrees
to repair or reimburse resident property owner/City for the cost of damages.
ADDITIONAL SERVICES: Contractor shall collect all additional solid waste set out by the
• Service Recipient. Additional solid waste shall include solid waste, as defined in this
Agreement, which is placed along side, or not wholy contained within, the garbarge cart.
4
• STARTING RECIPIENT COLLECTION SERVICE: The City shall provide to the Contractor a
comprehensive list of all service recipients including the street address for each pickup. The
City shall promptly notify Contractor in writing of the street address of any Service Recipient
whose service will be terminated.
BILLING: Contractor shall bill the City directly for all services rendered pursuant to this Agreement,
unless specifically stated otherwise. The City shall pay Contractor the full amount billed by the tenth
day of each month for services provided during the preceding calendar month. The City shall be
solely responsible for the billing and collection of each single family residence and duplex, triplex,
apartment or multi-family dwelling household unit. All new services shall be pro-rated for partial
month service.
MONTHLY REPORTS: Each monthly report shall include the following information:
Number of tons of Solid Waste collected; and
Number of tons of Recyclables collected
Number of Solid Waste Garbage Carts and Recycle Bins Collected.
SUBMITTAL OF REPORTS AND NOTICES: Any demand, notice, report or declaration of any
kind, or where it is deemed desireable or necessary by either party to give or serve any such
notice, demand, report or declaration to the other party, it shall be in writing and served either
personally or sent by United States mail or private mail carrier addressed to the following:
IF TO CITY:
City of Clermont
• P.O. Box 120219
Clermont, FL 34712-0219
Attention: Preston Davis
IF TO CONTRACTOR:
Onyx Waste Services Southeast, Inc.
Attn: General Manager
With a copy to:
Onyx Waste Services, Inc.
Attn: General Counsel
125 South 84th Street, Suite 200
Milwaukee, WI 53214
NONDISCRIMINATION AND COMPLIANCE WITH APPLICABLE LAW
In the performance of all work and services under this Agreement, Contractor shall not
discriminate against any person on the basis of such person's race, sex, color, national origin,
religion, or marital status. In the performance of servcies hereunder, contractor shall comply
with all applicable local, state and federal laws and regulations.
• CONTRACTOR'S COMPENSATION AND RATES
5
• The rates reflected in Exhibit B shall remain in effect for two years from the effective date of
this Agreement Adjustments may be made to the rates to be paid to Contractor as may be
required due to increase or decrease in operating costs resulting from extraordinary or
unforeseen circumstances. Extraordinary or unforeseen circumstances may include regulatory
changes in law, changes in solid waste, recycling or yard waste disposal fees and taxes and/or
changes in costs of transportation to or disposal at an alternate landfill, or an alternative
recycling or yard waste facility or an event Force Majeur, that could not reasonably be foreseen
by either party and which, by all reasonable expectations, will continue. The Contractor's or
City's written request shall contain substantial proof and justification to support the need for the
rate adjustment. The City or Contractor shall approve or deny the request within thirty (30)
days, however, approval shall not be unreasonably withheld. Any adjustment shall be
retroactive to the date the cost was first incurred and shall remain in effect until such time, as
City, in its sole discretion has determined that the adjustment is no longer required. Upon the
expiration of two years from the effective date of this agreement Contractor may adjust the
rates charged hereunder to reflect the percentage increase in the U.S. city average Consumer
Price Index, All Urban Consumers (CPI-U), for the immediately preceding December to
December period, this Consumer Price Index rate adjusment shall remain in effect for the
balance of the term of this Agreement.
FORCE MAJEUR
The performance or observance by either party of any obligations of such party under this
Agreement may be suspended by it, in whole or in part, in the event of any of the following which
• prevents such performance or observance: Act of God, war, riot, terrorism, fire, explosion,
accident, hurricane, flood, sabotage, strike, lockout, injunction, inability to obtain fuel, power, raw
materials, labor, containers or transportation facilities, breakage or failure of machinery or
apparatus, national defense requirements, compliance with governmental laws, regulations,
orders or action, or any other cause (whether similar or dissimilar) beyond the reasonable control
of such party (collectively "Force Majeur"); provided, however, that the party so prevented from
complying with its obligations hereunder shall immediately notify in writing the other party thereof
and such party so prevented shall exercise diligence in an endeavor to remove or overcome the
cause of such inability to comply, and provided further that neither party shall be required to settle
a labor dispute against its own best judgment.
HOLD HARMLESS AND INSURANCE
Contractor shall indemnify and hold harmless the City, its Council, officers, agents and
employees from any and all actions, claims or damages of whatever nature, actual or threatend
on account of injuries to or death of any person or damage to property resulting from or arising
out of the actions, inaction or operations of Contractor, its officers, agents or employees
pursuant to this Agreement; except to the extent caused by the City, its Council, officers, agents
and employees for which the City shall indemnify and hold harmless Contractor, its directors,
officers, agents and employees. Nothing herein shall be construed or serve as a waiver of any
soverign immunity that the City may enjoy.
Contractor further covenants and agrees to provide and maintain, at all times during the
term of this Agreement and any renewal hereof, policies of insurance insuring Contractor and City
• against any and all claims, demands, actions and causes of action, whether actual or threatened
and for whatsoever injuries received and damage to person or property in connection with the
services provided hereunder. Such policies of insurance shall insure the City and Contractor in an
• amount not less than TWO MILLION DOLLARS ($2,000,000) to cover claims of any one person
from any single or specific cause that may arise or to be claimed to have arisen against the City or
Contractor, as aforesaid. The City shall be included in the insurance coverage or added as an
additional insured to the policy.
The originals of the aforementioned policies of insurance, or certificates of the issuance
thereof, shall be delivered to the City as evidence of the compliance by the Contractor with the
terms and provisions contained herein. Each of the said insurance policies shall be issued by a
company or companies authorized to do business in the State of Florida and have an A.M. Best .
Company Rating of "A" or better and a Financial Size Category of "VII" or better, or as otherwise
may be approved by City. Should Contractor fail to maintain such insurance in force, the City
may, but shall not be obligated to, procure the same and advance funds for the payment of the
cost thereof for and on behalf of the Contractor and shall set off the cost thereof from any and all
payments due hereunder to Contractor.
If during the period which an insurance company is providing the coverage required by this
Agreement, an insurance company shall: 1) lose its Certificate of Authority, 2) no longer comply
with any applicable Florida Law, or 3) fail to maintain the Best Rating and Financial Size Category,
Contractor shall, as soon as it has knowledge of any such circumstance, immediately notify the
City and immediately replace the insurance coverage provided by the insurance company with a
different insurance meeting the requirements of this Agreement. Until such time as Contractor
has replaced the unacceptable insurer with an insurer acceptable to City, Contractor shall be
deemed in default of this Agreement.
Nothing herein shall be construed as a waiver, either whole or in part of City's Sovereign
Immunity as provided by law
FRANCHISE TERMINATION
In the event the Contractor defaults in the performance of any of the duties to be performed by
it under the terms of this Agreement, City shall give Contractor ten (10) days advance written
notice, either by mail or by personal service, setting forth the alleged default. If Contractor fails,
neglects or refuses for the period of fifteen (15) days to correct or perform or Contractor is not
with due diligence pursuing, correcting or performing the same, then City, with further written
notice but without suit or other proceedings, may cancel and annul the rights and privileges of
the franchise grant. Notwithstanding the foregoing, if such default cannot be reasonably
corrected or performed within such period, the parties shall meet to discuss the best manner by
which to resolve the issue.
In the event of termination of this Agreement for default by Contractor as above specified, City
shall have the right to grant a franchise to another waste management service company.
MISCELLANEOUS
• Contractor personnel shall conduct their actions and business in accordance with all applicable
laws, regulations and policies.
• Any waiver at any time by any Party hereto of its rights with respect to the other Party. or with
respect to any matter arising in connection with this Agreement, shall not be considered a
waiver of any such rights or matters at any subsequent time.
This Agreement shall be governed by the laws of the State of Florida. Venue for any action
hereunder shall be in Lake County, Florida.
This Agreement constitutes the entire agreement between the Parties with respect to the
subject matter contained herein and may not be amended, modified or rescinded, unless
otherwise provided in this Agreement, except in writing and signed by all parties hereto. Should
any provision of this Agreement be declared to be invalid by any act of law or court or
administrative determination, the remaining provisions of this Agreement shall remain in full
force and effect unless such provision which is found to be invalid substantially alters the
benefits of the Agreement for either Party.
In the event any dispute under this Agreement results in litigation, the prevailing party shall be
entitled to all fees and costs incurred in connection with such litigation, including reasonable
attorneys' fees, both at the trial and appellate level.
IN WITNESS WHEREOF, the parties have duly executed this Agreement effective as of the date
first above written.
CITY OF C4ERMONT
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ONYX WA TE SERV ES SOUTHEAST, INC.
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•
•
EXHIBIT "A"
FRANCHISE AREA
Service Separation Line:
POB North US27 at City Limits running southerly to Grand Hwy.
Then running easterly across US27 along Citrus Tower Blvd. then to Grand Hwy. intersection
Then running southerly along Grand Hwy to Hook Street
Then running westerly along Hook Street to US27
Then southerly along US27 to Brogden Drive encompassing all of Lake View Hills to Lake
Shore Drive
West of described line is City collection
East of described line is ONYX collection
• EXHIBIT B
CONTRACTOR'S COMPENSATION AND RATES
The Contractor will be compensated at the following itemized rates, per month, per single family
residential customer, and the same rate per month for each living unit of each duplex, triplex,
apartment or other multi-family dwelling, except any apartment or other multi-family dwelling that
may qualify for containerized service.
1. Contractor will bill the City direct for the number of homes served each month.
2. City shall be responsible for the billing and collection for each household unit.
3. Monthly charge for each additional automated cart is $ 3.00
Residential Monthly Collection Rates:
Municipal Solid Waste (once per week) ..........................................$8.04 per unit per month
Municipal Solid Waste Disposal Rate ..............................................$3.50 per unit per month
• Fuel Surcharge ....................................................................$ .77 per unit per month
Total Rate
$12.31 per unit per month
•