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SECOND EXTENSION OF AND AMENDMENT TO 2003 SOLID WASTE FRANCHISE AGREEMENT THIS SECOND EXTENSION OF AND AMENDMENT TO 2003 SOLID WASTE FRANCHISE AGREEMENT (hereinafter "Franchise Agreement"), made and entered into the 15th day of April, 2013 and amended on the 7H1 day of Dtcembe.v- , 2015 by and between the City of Moscow, a Municipal Corporation of the State of Idaho (hereinafter "City"), and Latah Sanitation, Inc., an Idaho Corporation (hereinafter referred to as "Franchisee"). WITNESSETH: The said Franchisee, having been granted a non-exclusive Franchise to operate a solid waste collection system for solid waste from and within the City of Moscow, Idaho, and for and in consideration of the premises and the covenants and agreements contained in the 2003 Solid Waste Franchise Agreement hereby agreed to and with the City to undertake and execute all of said work, in a good, substantial, and workmanlike manner, and to furnish all equipment and labor necessary to properly perform in strict accordance with the terms related herein, Extension of and Amendment to the 2003 Solid Waste Franchise Agreement, as well as the provisions set forth in Title 8, Chapter 1 of the Moscow City Code for the period commencing October 1, 2003 and ending September 30, 2013. 1. NON-EXCLUSIVE FRANCHISE The Franchisee is hereby granted a non-exclusive Franchise in accordance with law to operate a solid waste collection system for all solid waste from residences, businesses, institutions and industries within the boundaries of City pursuant to the terms of this Agreement. 2. LAWS, ORDINANCES & FRANCHISE DOCUMENTS A. Laws: In connection with work done pursuant to this Agreement, the Franchisee shall be held responsible for any failure to comply with all ordinances and laws controlling or affecting the work to be performed herein. The Franchisee shall be provided written notice of violation of such regulations, ordinances or laws and shall be given a reasonable opportunity and time to adjust its procedures accordingly. Continued violations of such regulations, ordinances or laws may result in termination of this Agreement. The Franchise Documents are specifically incorporated into this Agreement as if fully set forth herein. B. Franchise Documents: Includes Solid Waste Franchise Agreement and the following: Exhibit A - General Specifications SOLID WASTE FRANCHISE AGREEMENT (EXTENSION AND SECOND AMENDMENT) PAGE 1 2-DlS- lloB ---PAGE BREAK--- Exhibit B - Specifications for Collection Exhibit C - Specifications for Solid Waste Processing Facility (SWPF) Exhibit D - Curbside Collection of Recyclables Exhibit E - Specifications for Recycling Center Exhibit F - Definitions Exhibit G - Fee Schedule Exhibit H - Insurance Certificates and Performance Bonds Exhibit I - Map of Collection Routes Exhibit J - Specifications for Wastewater Biosolids Composting Facility Amendments: If Franchise Document/s are amended, a separate Amendment for each Exhibit shall be written. 3. DELAYS IN CARRYING OUT WORK The Franchisee shall not be held responsible by reason of any delay in the performance of this Agreement when such delay is primarily caused by some act or omission by City or act of God, provided that the Franchisee shall give notice to City (in writing, at the earliest possible time) of the causes of such delay. 4. LIABILITY OF FRANCHISEE FOR DAMAGES The Franchisee shall save the City harmless from, and against, any and all liability, loss, cost, expense or damage from any cause arising out of the default, neglect or misconduct of the Franchisee, its agents or employees, in doing the work provided in this Agreement, and shall indemnify and repay City for all costs, judgments or other expenses which City may be compelled to pay by reason thereof; provided, however, that City shall give Franchisee notice of the filing of any action (alleging wrongdoing by Franchisee) brought against City within a reasonable time after the service of process in such action, and Franchisee shall be permitted, at its expense, to defend such action. 5. LIABILITY OF CITY The City shall bear no liability for Franchisee's actions nor shall City have any liability to Franchisee should this Agreement be held invalid or unlawful by a court of law, except for services already rendered by Franchisee pursuant to this Agreement or other services actually performed by Franchisee, in which case City must pay Franchisee reasonable rates for services actually performed. 6. WORKER'S COMPENSATION, INSURANCE & LIEN PROTECTION The Franchisee shall maintain worker's compensation insurance on its employees in accordance with Idaho statutes and the General Specifications. The Franchisee shall hold City harmless from any lien for labor or material furnished in connection with the work herein contemplated. SOLID WASTE FRANCHISE AGREEMENT (EXTENSION AND SECOND AMENDMENT) PAGE2 ---PAGE BREAK--- 7. PATENTS The Franchisee warrants that it is not aware of, nor does it intend to infringe on, the patent rights of any party whatsoever in performance hereof, and hereby agrees to defend and hold City harmless from any and all damages, costs and expenses by reason of claims or suits for such infringement. 8. SALE OR OWNERSHIP CHANGE OF FRANCHISEE'S FIRM During the term of this Franchise Agreement there shall be no change in the ownership, sale of or assignment of this Franchise or any portion thereof, subcontract for the work to be performed pursuant to this Franchise or sale of stock or change in structure (if incorporated) or any right accruing under the contract transferred on the part of the Franchisee without the prior written approval of the City Council. Such approval shall not unreasonably be withheld. City must be notified in writing at least forty ( 40) days prior to such proposed change. Such notification shall include a description of any change in corporate officers or directors and names, addresses, phone numbers and full and complete resumes of each person, firm or corporation who will acquire a controlling interest in the business, including the capability of the acquiring entity to carry out the provisions of this Franchise, including, but not limited to, financial data, references, previous clients, criminal records, or like information. 9. QUALITY OF WORK All improper or defective work must be corrected. In all matters of detail not specifically covered by this Agreement, the work shall be done in accordance with the best trade, customs and standards for work of like character and purpose. The Franchisee must exercise due care so as to prevent spilling, scattering or dropping of solid waste through collection activity and shall immediately, at the time of occurrence, clean up such spillage, dropping or scattering. 10. INSPECTION The Director may provide for inspection by assistants or inspectors under his direction, of any and all work to be performed pursuant to this Franchise. The Franchisee shall furnish the Director with all requested information relating to such work. The Director shall have the authority to suspend any work under this Agreement which is being improperly done, which decision may be appealed to the City Council. The payment of any compensation, whatever may be its character or form, or the giving of any gratuity, or the granting of any valuable favor, by the Franchisee to any City employee or officer, directly or indirectly, is strictly prohibited. The Franchisee shall make all documents (except financial) relating to the solid waste collection work within the City of Moscow available to the Director within two (working) days of receiving written notice detailing the documents requested. The Franchisee shall make available to the Director financial documents limited to the capitalization of costs of improvements to the transfer station, including tax information and maintenance thereof within two working days of receiving written notice detailing the request. This time period may be extended where extenuating circumstances exist. SOLID WASTE FRANCHISE AGREEMENT (EXTENSION AND SECOND AMENDMENT) PAGE3 ---PAGE BREAK--- 11. EMPLOYEES Disorderly, intemperate, or incompetent persons shall not be permitted by the Franchisee to perform the work pursuant to this Franchise. The Franchisee's employees will collect solid waste under this Agreement in an orderly, professional and courteous manner and will conduct themselves while so doing in accordance with all applicable laws and ordinances. 12. INSURANCE CERTIFICATE REQUIREMENTS The Franchisee shall file a certificate of insurance with City evidencing that the Franchisee maintains insurance in the amounts provided for in the General Specifications. Franchisee shall deliver a copy of this executed Franchise Agreement to its insurer, and such insurer shall provide City thirty (30) days notice prior to any cancellation or expiration of such insurance in conformance with the General Specifications. 13. TERM AND RENEWALS The Non-Exclusive Franchise shall expire on September 30, 2035. 14. TERMS OF PAYMENT A. Billings to producers shall be computed based on the actual units of work performed during the immediately preceding City billing schedule. This applies to all work to be performed pursuant to this Franchise. B. Payment of sums due the Franchisee shall be made prior to the fifteenth (15th) day of each month based on solid waste fee collections received by City during the preceding month, subject to approval by the City Council with other accounts payable. C. City shall on a basis inform the Franchisee of all accounts more than sixty ( 60) days delinquent. 15. RESOLUTION OF DISPUTES Any dispute arising as to the terms of this Franchise shall be dealt with in the following manner: A. The party seeking resolution of a dispute under this Franchise shall provide the other party with written notice of the specific nature of the dispute and the section of the ordinance or Franchise Documents relied on for its position. B. The party receiving the notice shall respond (in writing) within two working days as to what action it will take to resolve the dispute. SOLID WASTE FRANCHISE AGREEMENT (EXTENSION AND SECOND AMENDMENT) PAGE4 ---PAGE BREAK--- C. If a dispute continues to exist, the parties shall meet within five working days of the written response in an attempt to resolve the dispute. City shall be represented by the Director, City Supervisor, Mayor and/or any other appropriate City officials, and the Franchisee shall be represented by its chief executive officer and/or its manager (and any other representatives it desires to have present), in an attempt to resolve the dispute. D. Such resolution of the dispute as the parties are able to agree upon shall be put in writing and signed by the representatives of each party and shall become a part of this Franchise Agreement. E. If a dispute is not resolved through the foregoing procedures, either party may seek satisfaction through a complaint filed in the District Court in and for the County of Latah, which shall be the exclusive forum agreed to by the parties. (In any matter before the court, the remedy of specific performance shall be the preferred remedy.) In any action filed pursuant to this Franchise Agreement, costs and reasonable attorney fees shall be awarded by the court to the prevailing party. F. Any time limits for action under the Franchise Documents may be increased or decreased by mutual agreement of the parties, said agreements to be in writing. The Franchisee, by and through its President and Secretary, and the City , by and through its Mayor and City Clerk have duly executed this Agreement to be effective the day and year first above written. FOR FRANCHISEE: LATAH SANITATION, INC. By: CITY OF MOSCOW: ATTEST: By: SOLID WASTE FRANCHISE AGREEMENT (EXTENSION AND SECOND AMENDMENT) PAGES ---PAGE BREAK--- Acknowledgment On this .S Rt:> day of fe bn.J