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O-590-MCITY OF CLERMONT ORDINANCE NO. 590-M Inc. of Florida will, within five (5) days from the adoption of this ordinance, cause to be written a policy of general liability insurance, insuring it and the City against all claims made by any person or persons for personal injuries or property damage incurred in connection with the performance by Waste Management Inc. of Florida, its servants, agents, and employees, of the services required under this ordinance and the franchise hereby granted, which said policy shall be written within limits of $1,000,000 per person and $3,000,000 per occurrence, and for not less than $100,000 for damages to property per occurrence. SECTION 5. Waste Management Inc. of Florida shall post with the City a good and sufficient cash or surety bond in the amount of $100,000 guaranteeing the faithful performance by it of all of its obligations and covenants under said contract. SECTION 6. This franchise and the contract between the City and Waste Management Inc. of Florida shall be in full force and effect until May 27, 2009 commencing immediately; and this franchise and contract shall thereafter be automatically renewed from year to year unless terminated by either party upon not less than sixty (60) days written notice. SECTION 7. Waste Management Inc. of Florida shall pay monthly to the City a franchise fee established by separate resolution of the City of Clermont. SECTION S. This ordinance and the franchise granted thereby are applicable to all lands lying within the corporate limits of the City and shall be applicable with equal force to any additional lands hereinafter included within the corporate limits of the City, and no such addition of lands or to be excluded from the corporate limits as the same presently exist, shall invalidate this ordinance or the franchise granted hereunder, or constitute a basis for any adjustment to or claim under any contract which maybe executed under the authority of this ordinance. SECTION 9. All ordinances and/or parts of ordinances which are in conflict with this ordinance are hereby repealed and same shall be of no further force and effect. 2 CITY OF CLERMONT ORDINANCE NO. 590-M SF.C".TinN 10_ This ordinance shall be published as provided by law, and it shall become law and take effect upon its second reading and Final passage. PASSED AND ORDAINED BY THE CITY COUNCIL OF THE CITY OF CLERMONT, LAKE COUNTY, FLORIDA, ON THIS 27TH DAY OF MAY, 2008. ..~- , _~ _ _ L Harold S. Turville, Jr., Mayor ATT ST: ~ 7 Tracy aoyd, City Jerk 3 CITY OF CLERMONT NON-EXCLUSIVE COMMERCIAL ROLL-OFF SOLID WASTE CONTAINER COLLECTION AND DISPOSAL AGREEMENT THIS AGREEMENT is made and entered into this 27th day of May, 2008, by and between the CITY OF CLERMONT, FLORIDA ("City"), and Waste Management Inc. of Florida, whose address is 2708 N.E. 44th Drive, Wildwood, Florida 34785 (Grantee"). RECITALS: WHEREAS, City as a municipal corporation of the State of Florida has the authority and right to regulate the use of public right-of--way and related facilities in conjunction ~t~i±h the com:r:ercial activity of the collection a~ d disposal of commercial waste; and WHEREAS, Grantee has requested the City grant to it anon-exclusive franchise right to operate within the incorporated municipal limits of the City of Clermont; and NOW THEREFORE THE PARTIES DO HEREBY AGREE AS FOLLOWS: SECTION 1 DEFINITION. Definitions of terms used in this Ordinance: (a) "Refuse" includes all garbage and other trash generated by citizens of the City and businesses within the City. (b) "Residential Refuse" is that refuse generated by residents of the City. (c) "Commercial Refuse" is that refuse generated by commercial and industrial establishments presently operating in the City and any such establishment which may begin operative during the term of the contract contemplated herein. Multi-family residential may be considered commercial use. SECTION 2 GRANT OF FRANCHISE. Pursuant to City of Clermont Ordinance No. 590-M the City hereby grants to Grantee, and the Grantee hereby accepts, anon-exclusive right and privilege to operate a refuse collection system in, upon, over and across the present and future streets, alleys, bridges, easements and other public places of the City, for the purpose of collecting commercial refuse, subject to certain limitations hereinafter set forth. SECTION 3 INCORPORATION OF THE ORDINANCE. The Franchise granted hereunder is issued pursuant to and subject to the provisions of the Ordinance No. 590-M as passed on May 27, 2008, hereinafter "the Ordinance". Grantee agrees to comply with all provisions of the Ordinance, as amended from time to time by the City in the lawful exercise of its Police Powers. SECTION 4 COMPLIANCE WITH OTHER FEDERAL, STATE. AND LOCAL REQUIREMENTS. The Grantee agrees to comply with all applicable federal and state laws, rules and regulations. Failure on the part of the Grantee to comply with material requirements of this Agreement, the Ordinance or/and any other local, state or federal law, ordinance, or rule or regulation relating to the collection and disposal of solid waste will result in the cancellation of this Franchise. SECTION 5 INSiJRANCE. INDEiyiNiFiCHTION. HOLD HARMLESS AND DUTY TO DEFEND. (a) Grantee shall, within five (5) days from the adoption of this ordinance, cause to be written a policy of general liability insurance, insuring it and the City against all claims made by any person or persons for personal injuries or property damage incurred in connection with the performance by Grantee, its servants, agents, and employees, of the services required under this ordinance and the franchise hereby granted, which said policy shall be written within limits of $1,000,000 per person and $3,000,000 per occurrence, and for not less than $100,000 for damages to property per occurrence. In the event that said policy is ever canceled or terminated, Grantee shall notify City immediately with the name and proof of the replacement insurance carrier and policy. (b) Grantee does hereby agree to indemnify, hold harmless and defend City from any and all causes of actions or claims of any kind for damages of any kind, including attorney fees, whether actual or threatened, and related in any matter, directly or indirectly to the Grantee's exercise of any rights granted hereunder, either within or without the City limits. (c) Nothing herein shall be construed or act as a waiver of any sovereign immunity the City may enjoy in accordance with applicable law, the protection of which the City expressly reserves. SECTION 6 LIMITATION OF GRANT OF FRANCHISE. The non-exclusive franchise right granted herein is limited by the Ordinance and shall specifically not include the following to the following: (a) the collection and disposal of all residential refuse; (b) the collection and disposal of all commercial refuse generated by establishments which: (i) utilize twelve (12) or less refuse cans per pick up each, with a capacity not exceeding thirty (30) gallons and/or 2 (ii) require service two or less times per week SECTION 7 SERVICE REQUIREMENTS. Any and all services to be provided hereunder by Grantee shall be performed in accordance with applicable professional standards, this Agreement, the Ordinance, and all Local, State and Federal Laws. In addition thereto, Grantee shall act as follows: (a) All commercial waste to be picked up by Grantee will be stored in standard manufactured, mechanically serviced containers approved by the City. Grantee will supply such containers as needed by customers. Location of containers is subject to City approval. (b) Size of containers and frequency of service will be agreed upon by Grantee and each customer. Minimum container size shall be two cubic feet. Containers will be disinfected a minimum of once per week to remove all noxious and/or obnoxious odors. (c) The rates for each individual customer are to be negotiated between Grantee and each customer it serves. The City and each customer shall be notified of any proposed rate change at least sixty (60) days prior to the effective date of the rate change. (d) Grantee, its agents, servants or employees shall collect refuse collected hereunder in enclosed, standard, packer-type vehicles approved by the City, and shall perform their obligations hereunder in a courteous, workmanlike manner so as not to create a nuisance for any of the residents of the City. All such commercial refuse collected hereunder shall be disposed in a lawful manner. (e) Grantee shall have the sole responsibility for the billing and collection of charges provided hereunder. Billings shall be monthly and payable on or before the 15`h day of the succeedir_g month. In the event bills are not paid within this time, Grantee shall have the right to discontinue service for non-payment. Nothing herein shall be construed or act as an acknowledgement or guarantee by City of any fees or billings owed to Grantee. (f) Collection shall be made during hours as set forth in a schedule approved by the City. All collection will be made as quietly as possible. SECTION 9 PAYMENT OF FRANCHISE FEE. Grantee shall pay monthly to the City a franchise fee established by separate resolution of the City of Clermont. Grantee shall provide an annual audit report to the City showing gross annual billings and receipts, if requested by the City. Fees to be assessed 3 commencing with the first billing of any customer. In the event services have been provided prior to this agreement, all past due fees calculated from the first billing shall be paid within thirty (30) days of this Agreement. SECTION 10 POSTING OF PERFORMANCE BOND. Within thirty (30) days of the execution of this Agreement, Grantee shall provide to the City, and at all times thereafter shall maintain in full force and effect for the term of this Franchise or any renewal thereof, at Grantee's sole expense, a performance bond with a company and in a form approved by the City, in the amount of one hundred thousand dollars ($100,000), consistent with the requirements of the Ordinance and this Agreement. SECTION 11 TERM, TERMINATION AND ASSIGNMENT. This franchise and this Agreement shall be in full force and effect until May 27, 2009 commencing immediately; and this franchise and contract shall thereafter by automatically renewed from year to year unless terminated by either party upon not less than sixty (60) days written notice sent via U.S. registered or certified mail, return receipt requested, to the other party. This franchise and the contract between the City and Grantee may be assignable to an affiliated company by Grantee after it has first obtained the consent of the City for such assignment. In the event of default of any of the terms of the Ordinance of this Agreement, City may terminate this agreement after providing to Grantee thirty (30) days written notice and an opportunity to cure. SECTION 12 NOTICE, PROPER FORM. Any notices required or allowed to be delivered hereunder or under the Ordinance shall be in writing and be deemed to be delivered when (1) hand delivered to the official hereinafter designated or (2) upon mailing of such notice when deposited in United States Mail, postage prepaid, certified mail, return receipt requested, Federal Express or courier, addressed to a party at the address set forth opposite of the party's name below, or such other address as the party shall specify by written notice to the other party delivered in accordance herewith: City: City of Clermont Attention: City Clerk 685 W. Montrose Street Clermont, FL 34711 Grantee: Waste Management Inc. of Florida Attention: Doug McCoy 8708 N.E. 44th Drive Wildwood, FL 34785 4 SECTION 13 DISCLAIMER OF THIRD PARTY BENEFICIARIES. This agreement is solely for the benefit of and shall be binding upon the parties hereto and their respective successors in interest. No right or cause of action shall accrue upon, or by reason hereof, to or for the benefit of any person not a party to this Agreement or a successor in interest. SECTION 14 SEVERABILITY. This Agreement is declared by the parties to be severable. SECTION 15 APPLICABLE LAW AND VENUE. This Agreement shall be construed, controlled, and interpreted according to the laws of the State of Florida. Venue for any cause of action hereunder shall be exclusively in Lake County, Florida. SECTION 16 ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire agreement between the parties and supersedes all previous discussions, understandings and agreements. Modifications to and waivers of the provisions herein maybe only by the parties hereto and only in writing. IN WITNESS WHEREOF, the parties hereto have hereunder executed this Agreement on the date and year first above written. CITY OF CLERMONT, FLORIDA -- _. Mayor Harold S. Turville, Jr. ATT T: ,~ ~ ~ racy oyd, City erk ATTEST: ~~ Title: '~ 5 Title: District Manager PERFORMANCE BOND BOND NO X6888 KNOW ALL MEN BY THESE PRESENTS, that we, Waste Management Inc. of Florida (hereinafter called the 'Pdnclpal"), as PrtnGpal, and the (hereinafter called the "Surety"), as Surety, are held and firmly bound unto r o ermont 685 W. Montrose Street, Clermont, FL 34711 (hereinafter called the "Obligee', as Obligee, in the sum of Qne Hundred Thousand and OOJ100 ($ 100,000.00 ), for the payment of which sum well and truly to be made, we the said Principal and the said Surety bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has entered into a (written) agreement (hereinafter called the "Agreement") with the Obligee for Non ;Exclusive Commercial Roll-Off Solid Waste Container Collection and Disposal Agreement which Agreement is hereby referred to and made a part hereof as if fully set forth herein; NOW THEREFORE, the condition of this obligation is such that if the Principal shall well and truly keep all the terms and conditions as outlined in said Agreement then this obligation shall be null and void; otherwise to remain in full force and effect. PROVIDED, HOWEVER, this bond is executed by the Surety and accepted by the Obligee subject to the following conditions: 1. No assignment of this bond shall be effective without the written consent of the Surety. 2. This obligation may be terminated by the Surety by thirty (30) days advance written notice to the Obligee, such notice to be sent by registered mail. Such termination shall not affect liability incurced under this obligation prior to the effective date of such termination. 3. PROVIDED, HOWEVER, it shall be a condition precedent to any right of recovery hereunder that, in the event of any breach of the Agreement on the part of the Principal, a written statement of the particular facts stating the nature of such breach shall be given as soon as reasonably possible by the Obligee to the Surety and the Surety shall not be obligated to perform Principal's obligation until thirty (30) days after Surety's receipt of such statement. 4. No action, suit or proceeding shall be had or maintained against the Surety on this bond unless the same be brought or instituted within sixty (60) days after the termination of release of this bond. 5. Under no circumstances shall the aggregate liability of the Surety exceed the penal sum above stated. 6. This bond shall be effective from 5/27/2008 to 5/27/2009 IN WITNESS WHEREOF, said Principal and said Surety have caused these presents to be executed and their seals affixed this end day of July 2008 Waste Management Inc. of Florida (Pri ,pal) By: David LaPaul, Assistant Treasurer ,~, LEXON Insurance Company (Surety) By: Donna L. Meals, Attorney-in-F ct POWER OF ATTORNEY ~x- 39~ Lexon Insurance Company KNOW ALL MEN BY THESE PRESENTS, that LEXON INSURANCE COMPANY, a Texas Corporation, with its principal office in Louisville, Kentucky, does hereby constitute and appoint: Donna L. Meals, Cherie C. Rice *************************** ************************************************************************************************** its true and lawful Attorney(s)-In-Fact to make, execute, seal and deliver for, and on its behalf as surety, any and all bonds, undertakings or other writings obligatory in nature of a bond. This authority is made under and by the authority of a resolution which was passed by the Board of Directors of LEXON INSURANCE COMPANY on the 1st day of July, 2003 as follows: Resolved, that the President of the Company is hereby authorized to appoint and empower any representative of the Company or other person or persons as Attorney-In-Fact to execute on behalf of the Company any bonds, undertakings, policies, contracts of indemnity or other writings obligatory in nature of a bond not to exceed $2,500,000.00, Two-million five hundred thousand dollars, which the Company might execute through its duly elected officers, and affix the seal of the Company thereto. Any said execution of such documents by an Attorney-In-Fact shall be as binding upon the Company as if they had been duly executed and acknowledged by the regularly elected officers of the Company. Any Attorney-In-Fact, so appointed, may be removed for good cause and the authority so granted may be revoked as specified in the Power of Attorney. Resolved, that the signature of the President and the seal of the Company may be affixed by facsimile on any power of attorney granted, and the signature of the Vice President, and the seal of the Company may be affixed by facsimile to any certificate of any such power and any such power or certificate bearing such facsimile signature and seal shall be valid and binding on the Company. Any such power so executed and sealed and certificate so executed and sealed shall, with respect to any bond of undertaking to which it is attached, continue to be valid and binding on the Company. IN WITNESS THEREOF, LEXON INSURANCE COMPANY has caused this instrument to be signed by its President, and its Corporate Seal to be affixed this 2nd day of July, 2003. LEXON INSURANCE COMPANY ~RANCF 5 ~.~,........... O _:~ TEXAS ~S D (/~~~~~`:~~~ X~0 INSURANCE BY ~jS• COMPANY ~'~ David E. Campbell President ACKNOWLEDGEMENT On this 2nd day of July, 2003, before me, personally came David E. Campbell to me known, who being duly sworn, did depose and say that he is the President of LEXON INSURANCE COMPANY, the corporation described in and which executed the above instrument; that he executed said instrument on behalf of the corporation by authority of his office under the By-laws of said corporation. "OFFICIAL SEAL" t MAUREEN K. A'YE ~, Notary Public, State of Illinois My Commission Expires 09/21/09 Maureen K. Aye CERTIFICATE Notary Public I, the undersigned, Secretary of LEXON INSURANCE COMPANY, A Texas Insurance Company, DO HEREBY CERTIFY that the original Power of Attorney of which the foregoing is a true and correct copy, is in full force and effect and has not been revoked and the resolutions as set forth are now in force. Signed and Sealed at Lombard, tllinois this, ~ w~ ~ Day of ~Ll~, 20 O g ~- • • . A Donald D. Buchanan Secretary .~ ~_ . "WARNING: Any person who knowingly and with intent to defraud any insurance company or other person, files an application for insurance or statement of claim containing any materially false information, or conceals for the purpose of misleading, information concerning any fact materi- al thereto, commits a fraudulent insurance act, which is a crime and subjects such person to criminal and civil penalties." LX1 ACORDTM CERTIFICATE OF LIABILITY INSURANCE DA mW) 1/]/2009 7/2/2OOH PRODUCER LOCKTON COMPANIES, LLC THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION 5847 SAN FELIPE SUITE 320 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE , HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR HOUSTON TX 77057 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 866-260-3538 INSURERS AFFORDING COVERAGE NAIC # INSURED WASTE MANAGEMENT HOLDINGS, INC. & ALL AFFILIATED, INSURER A: ACE American Insurance Corn an 22667 ] 300299 RELATED & SUBSIDIARY COMPANIES INCLUDING: wSURER B: Indemni Insurance Co of North America 43575 WASTE MANAGEMENT INC OF FLORIDA 8708 NORTHE ST 44TH R INSURER C: A D IVE WILDWOOD FL 34875 INSURER D: INSURER E: THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING COVERAGES AJ INSDRER131. ADTNORQED REPRESENTATIVE OR PRODUCER AND THE CFRTIEIGTF NOI T1FR THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR DD' NSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MM/DDlYY) POLICY EXPIRATION DATE (MM/DD/YY) LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 5 000 000 A X COMMERCIAL GENERAL LIABILITY HDO 623736767 1/1/2008 1/1/2009 PREM SES EaEoccurence $ 5,000,000 CLAIMS MADE X~ OCCUR MED EXP (Any one person) $ XXXXXXX X XCU INCLUDED PERSONAL & ADV INJURY $ 5,000,000 X ISO CG 00011207 GENERAL AGGREGATE $ 6,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS -COMP/OP AGG $ 6,000,000 POLICY X JE ~ X LOC AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1 000 000 A X ANY AUTO ISA H08240395 1/1/2008 1/1/2009 (Ea accident) , , X ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) $ XXXXXXX X HIRED AUTOS BODILY INJURY X NON-0WNED AUTOS (Per accident) $ XXXXXXX X MCS-90 PROPERTY DAMAGE (Per accident) $ XXXXXXX GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ XXXXXXX ANY AUTO NOT APPLICABLE OTHER THAN ~` ACC $ XXXXXXX AUTO ONLY: AGG $ XXXXXXX EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ 15 000 000 A X OCCUR ~ CLAIMS MADE XOOG23889389 1/1/2008 1/1/2009 AGGREGATE $ 15 000 000 UMBRELLA $ XXXXXXX X DEDUCTIBLE FORM $ XXXXXXX RETENTION $ $ XXXXXXX B WORKERS COMPENSATION AND ' WLR 043997646 (AOS) 1/1/2008 1/1/2009 X TORY U ITS OER A EMPLOYERS LIABILITY ANY PROPRIETOR/PARTNERIEXECUTIVE WLR 043997609 (CA) 1/1/2008 1/1/2009 E.L. EACH ACCIDENT $ 3,000,000 ,q OFFICER/MEMBER EXCLUDED? NO SCF 043997567 (WI) 1/1/2008 1/1/2009 E.L. DISEASE - EA EMPLOYEE $ 3,000,000 If yes, describe under SPECIAL PROVISIONS below E.L. DISEASE -POLICY LIMIT $ 3,000,000 A OTHER XSA H08240231 ]/1/2008 1/1/2009 COMBINED SINGLE LIMIT EXCESS AUTO $9,000,000 LIABILITY (EACH ACCIDENT) DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES /EXCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PROVISIONS CANCELLATION: 30 DAYS *EXCEPT ]0 DAYS NOTICE FOR NON-PAYMENT. BLANKET WAIVER OF SUBROGATION IS GRANTED IN FAVOR OF CERTIFICATE HOLDER ON ALL POLICIES WHERE AND TO THE EXTENT REQUIRED BY WRITTEN CONTRACT WHERE PERMISSIBLE BY LAW. CERTIFICATE HOLDER IS NAMED AS AN ADDITIONAL INSURED (EXCEPT FOR WORKERS' COMPEL) WHERE AND TO THE EXTENT REQUIRED BY WRITTEN CONTRACT. CERTIFICATE HOLDER cnN[`FI I eTInW 3705148 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION CITY OF CLERMONT DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 3O DAYS WRITTEN 685 WEST MONTROSE STREET NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL CLERMONT FL 34711 IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REP ENTATIVE AGORD25(2001/08) Forq~wstions~egardingMiscARificao*,eonmctthenumberl'steeinth*•Produc*r:action bore. ©ACORDCORPORATION'I.~IHH CITY OF CLERMONT ORDINANCE NO. 590-M AN ORDINANCE UNDER THE CODE OF ORDINANCES OF THE CITY OF CLERMONT, LAKE COUNTY, FLORIDA, GRANTING A GARBAGE COLLECTION FRANCHISE TO WA5TE MANAGEMENT INC. OF FLORIDA, PROVIDING FOR THE TERM OF THE FRANCHISE AND FOR OTHER PURPOSES CONNECTED WITH A FRANCHISE FOR THE COLLECTION OF GARBAGE WITHIN THE CITY OF CLERMONT. THE CITY COUNCIL OF THE CITY OF CLERMONT HEREBY ORDAINS THAT: SECTION 1. The City, acting by and through its City Council, hereby grants unto Waste Management Inc. of Florida, its successors and assigns, anon-exclusive right and privilege to operate a refuse collection system in, upon, over and across the present and future streets, alleys, bridges, easements and other public places of the City, for the purpose of collecting commercial refuse, subject to certain limitations hereinafter set forth. SECTION 2. The rights granted herein shall specifically not include: A. the collection and disposal all residential refuse; B. the collection and disposal of all commercial refuse generated by establishments which: (i) utilize 12 or less refuse cans per pick up each with a capacity not exceeding 30 gallons and/or (ii) require service two or less times per week. . SECTION 3. The City hereby grants anon-exclusive franchise to Waste Management Inc. of Florida and Waste Management Inc. of Florida will agree to collect and dispose of commercial refuse other than that described in Section 2 of this ordinance under the conditions set forth in this ordinance and in the Franchise Agreement attached hereto and incorporated herein as Exhibit "A". SECTION 4. Waste Management Inc. of Florida shall be an independent contractor and shall enter into a contract with City that provides, among other things, that Waste Management Inc. of Florida shall covenant to hold harmless and indemnify the City for any and all damages, including attorney fees, arising out of directly or indirectly and/or by virtue of any claim, whether actual or threatened, of whatsoever nature resulting from the activities of Waste Management Inc. of Florida, its agents, servants or employees, within or without the city limits. Waste Management 1