Okaloosa County BOCC — April 4, 2017 — Nonexclusive COMMERCIAL Solid Waste Collection SeRVICEs Franchise Agreement 3-29-17withlines — reading text

1 NONEXCLUSIVE COMMERCIAL SOLID WASTE COLLECTION SERVICES 2 FRANCHISE AGREEMENT 3 4 This Agreement is entered into this _______ day of _______, by and between Okaloosa 5 County, Florida and ________________________________________ (hereinafter “Franchisee”). 6 ARTICLE I. DEFINITIONS 7 Definitions are as defined in Chapter 11, Article IV, titled “Solid Waste Disposal” of the 8 Okaloosa County Code of Ordinances. 9 ARTICLE II. AGREEMENT TERM 10 The Effective Date of this Agreement shall be when fully executed by the parties. The 11 term of this Agreement shall begin upon full execution and shall terminate on September 12 30, 2019. 13 ARTICLE III. SOLID WASTE AND RECYCLABLES COLLECTION SERVICES 14 3.1 Nonexclusive Services 15 Franchisee is herein granted the nonexclusive right to provide Commercial Collection 16 Services as defined in Chapter 11, Article IV, Division 1 of the Okaloosa County Code of 17 Ordinances within the Service Area, which is the unincorporated areas of Okaloosa 18 County. 19 3.2 Applicable Law 20 Franchisee must conduct services in accordance with all Applicable Law, as defined in 21 Chapter 11, Article IV, Division 3 of the Okaloosa County Code of Ordinances, including, 22 but not limited to, obtaining all required licenses and permits. Furthermore, Franchisee 23 shall adhere to all requirements as set forth in Chapter 11, Article IV, Division 3 of the 24 Okaloosa County Code of Ordinances. These requirements include but are not limited to, 25 manner of collection, protection of private and public property, vehicles, record keeping 26 and monthly reporting. 27 3.3 Designated Facility 28 Franchisee agrees to deliver all Solid Waste collected by the Franchisee pursuant to this 29 Agreement to a County Designated Facility. Franchisee further agrees to pay the 30 commercial tipping fee, established by County Resolution, for all Solid Waste collected 31 pursuant to this Agreement. 32 3.4 Title to Solid Waste 33 The Franchisee agrees that the County shall have title to all Solid Waste upon disposal at 34 the Designated Facility. 35 3.5 Disposal Account 36 Franchisee shall establish a disposal account with the Solid Waste Division for the disposal 37 of Solid Waste collected and delivered to the Designated Facility. An account number 38 shall be established for Franchisee upon opening of the account. Franchisee shall pay all 39 monthly Solid Waste disposal rates and charges by the twentieth (20th) of each month. Page 1  Okaloosa County Nonexclusive Commercial Solid Waste Collection Services Franchise Agreement 40 ARTICLE IV. FRANCHISE FEES 41 Franchisee shall remit a franchise fee in the amount of four and one-half (4.5%) of gross 42 revenues collected in the immediately preceding month for collection and disposal of 43 commercial Solid Waste pursuant to this Agreement to the County on or before the 44 fifteenth (15th) calendar day of each month. Franchisee shall submit such documentation 45 as is necessary to verify the amount of gross revenues collected. If Franchisee passes 46 through the franchise fee onto its commercial collection customers, Franchisee shall list it 47 as a separate line item on the customer’s invoice. 48 ARTICLE V. TERMINATION 49 The County may terminate this Agreement for cause; by giving Franchisee written notice, 50 upon the happening of any one of the following events: 51 a. Failure to deliver all Solid Waste to the Designated Facility; or, 52 53 b. Contractor takes the benefit of any present or future insolvency state, or shall make 54 a general assignment for the benefit of creditors, or file a voluntary petition in 55 bankruptcy, or a petition or answer seeking readjustment of its indebtedness under 56 the Federal United States, or any state thereof, or consent to the appointment of a 57 receiver trustee, or liquidator of all or substantially all of its property; or, 58 59 c. By order or decree of a court, Contractor shall be adjudged bankrupt, or an order 60 shall be made approving a petition filed by any of its creditors or by any of the 61 stockholders of Contractor seeking its reorganization or the readjustment of 62 indebtedness under federal bankruptcy laws or under any law of statute of the United 63 States or any state thereof; provided that, if any such judgment is stayed or vacated 64 within sixty (60) Days after the entry thereof, any notice of cancellation shall be and 65 become null, void, and of no effect; or, 66 67 d. By or pursuant to or under authority of any legislative act, resolution, or rule, or any 68 order or decree of any court or government board, agency, or office having 69 jurisdiction, a receiver, trustee, or liquidator shall take possession or control of all 70 or substantially all of the property of Contractor and such possession of control shall 71 continue in effect for a period of sixty (60) Days; or, 72 73 e. Failed to adhere to any of the provisions of this Agreement; or, 74 75 f. Failure to remit the monthly franchise fee in a timely manner; or, 76 77 g. Franchisee shall voluntarily abandon, desert, or discontinue its operations 78 hereunder; or, 79 80 h. Has consistently and repeatedly violated State, Federal or local laws, ordinances, 81 rules and regulations. 82 Such shall be considered a material breach of this Agreement and the Public Works 83 Director or designee shall notify Contractor in writing of the breach. The Public Works 84 Director shall then give Franchisee a reasonable period of time to cure any violation (the 85 “cure period”). If within the cure period Franchisee has failed to eliminate the conditions Page 2  Okaloosa County Nonexclusive Commercial Solid Waste Collection Services Franchise Agreement 86 considered to be a breach of contract or having so commenced shall fail thereafter to 87 continue with diligence the curing thereof, the Public Works Director shall notify the 88 Franchisee and the County Administrator. 89 Franchisee shall have fifteen (15) days from receipt of such notice to respond to the 90 allegations. The County Administrator or designee shall review the response and make a 91 determine whether to provide a written warning, impose a fee, or terminate the Agreement. 92 Three (3) violations resulting in written warnings shall result in an automatic termination 93 of this Agreement. The County Administrator or designee’s determination shall be final 94 action. 95 ARTCLE VI. OTHER TERMS AND CONDITIONS 96 6.1 Indemnification and Hold Harmless 97 Franchisee shall indemnify and hold harmless the County, its officers and employees from 98 liabilities, damages, losses, and costs, to the extent caused by negligence, recklessness, or 99 intentional, wrongful conduct of the Franchisee and other persons employed or utilized by 100 the Franchisee in the performance of this Agreement. 101 6.2 Compliance with Laws, Governing Law, and Venue 102 This Agreement shall be governed by and construed in accordance with the laws of the 103 State of Florida, and the parties stipulate that venue shall exclusively be in Okaloosa 104 County, Florida. Franchisee shall comply with all rules and regulations, Federal, State, 105 and Local laws to include all codes and ordinances. 106 6.3 Modifications 107 Any modifications to this Agreement must be in writing and executed by both parties. 108 6.4 Severability 109 If any term or condition of this Agreement shall be deemed, by a court having appropriate 110 jurisdiction, invalid or unenforceable, the remainder of the terms and conditions of this 111 Agreement shall remain in full force and effect. This Agreement shall not be more strictly 112 construed against either party hereto by reason of the fact that one party may have drafted 113 or prepared any or all the terms and provisions hereof. 114 6.5 Permits and Licenses 115 Franchisee shall obtain, at its own expense, all permits and licenses required by law or 116 ordinance and maintain the same in full force and effect. Any revocation of Franchisee’s 117 licenses or permits shall be reported to the County within three (3) calendar days of such 118 revocation. 119 6.6 Franchise Non-transferable 120 Franchisee acknowledges that this franchise is non-transferable as provided in Chapter 11, 121 Article IV, Division 3. 122 6.7 Third Party Beneficiaries 123 It is specifically agreed between the parties executing this Agreement that it is not intended 124 by any of the provisions of any part of the Agreement to create in the public or any member 125 thereof, a third party beneficiary under this Agreement, or to authorize anyone not a party Page 3  Okaloosa County Nonexclusive Commercial Solid Waste Collection Services Franchise Agreement 126 to this Agreement to maintain a suit for personal injuries or property damage pursuant to 127 the terms or provisions of this Agreement. 128 6.8 Notice 129 All notice required by this Agreement shall be in writing to the representatives listed below: 130 The authorized representative of the County shall be: 131 Director, Public Works Department 132 1759 South Ferdon Boulevard 133 Crestview, FL 32536 134 The authorized representative of the Franchisee shall be: 135 136 137 138 139 Courtesy Copy to: 140 Okaloosa County Purchasing Department 141 Contracts & Leases 142 5479-A Old Bethel Road 143 Crestview, FL 32536 144 850-689-5960/ 850-689-5998 (FAX) 145 Any party shall have the right, from time to time, to change the address to which notices shall be 146 sent by giving the other party at least five (5) business days prior notice of the address change. 147 All notices and consents required or permitted by this Agreement shall be in writing and 148 transmitted by registered or certified mail, return receipt requested, with notice deemed to be 149 given upon receipt, postage prepaid, and addressed to the above individuals. 150 Article VII. Insurance 151 7.1 Franchisee’s Insurance 152 Franchisee shall not commence any work in connection with this Agreement until he 153 has obtained all required insurance and such insurance has been approved by the 154 Okaloosa County Risk Management Director.