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HomeMy WebLinkAboutR-97-0097J-97-102 2/20l97 RESOLUTION NO. A RESOLUTION AUTHORIZING PAYMENT TO METROPOLITAN DADE COUNTY FOR THE DISPOSAL, OF SOLID WASTE MATERIALS COLLECTED IN AND BY THE CITY OF MIAMI FOR AN ESTIMATED AMOUNT NOT TO EXCEED $7,940,000 FOR A PERIOD OF ONE YEAR PURSUANT TO 1NTERLOCAL AGREEMENTS ENTERED INTO ON SEPTEMBER 29, 1995 BY AND BETWEEN THE CITY OF MIAMI AND METROPOLITAN DADE COUNTY, FLORIDA; ALLOCATING FUNDS THEREFOR FROM ACCOUNT CODE NO. 422001-421301-531. WHEREAS, the City entered into two (2) interlocal agreements with Metropolitan Dade County (the "County") for the use of the County Solid Waste Management System Facilities for disposal of certain solid waste materials collected in and by the City of Miami, and WHEREAS, the second interlocal agreement provides for the suspension or termination of the rights and obligations of the City and the County pursuant to the first interlocal agreement between them for the use of the County Solid Waste Management System Facilities based upon the occurrence of a "condition subsequent" which would occur upon the effectiveness of the City's Bedminster Corporation agreement which provides for the disposal of municipal solid waste at the Bedminster Facility when it becomes operational; and WHEREAS, the interlocal agreements established the fees for the disposal of materials collected in and by the City of Miami at $45.00 or $54.00 per ton as the case may be; and WHEREAS, funds for said services are available from Account No. 422001-421301-531; CITY COMMISSION MEETING Or Resolution No, 97- 9 M NOW, THEREFORE,, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are hereby adopted by reference thereto and incorporated herein as if fully set forth in this section. Section 2. The City Manages- is hereby authorized to pay Metropolitan Dade County an amount not to exceed $7,940,000 for a period of one year for the disposal of certain solid waste materials collected in and by the City of Miami pursuant to Interlocal Agreements entered into on September 29, 1995 by and between the City of Miami and Metropolitan Dade County, Florida, with funds therefor hereby allocated from Account No. 422001-421301-531. Section 3. This Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED this 20th day of February, 1997. OEROLLO, MAYOR ATTEST: i c WALTER J. FOEMAN, CITY CLERK PREPARED AND APPROVED BY: RAFAEL b. DIAZ, DEPUTY CITY ATTORNEY APPROVED AS TO FORM AND CORRECTNESS: A. QUI N JO S, III CITY ATTO EY ROD:bv: W 1423 2 97r- 97 Ll INTER -OFFICE TO: Honorable Mayor and Members of the City Commission Ed4adarquez FROM: City Manager RECOMMENDATION: CITY OF MIAMI, FLORIDA MEMORANDUM Am 6 DATE : FM 11 W7 FILE SUBJECT: Resolution Authorizing Payment to Metro Dade for Disposal of Solid Waste Materials REFERENCES: ENCLOSURES: It is respectfully recommended that the City Commission authorize payment to Metropolitan Dade County for disposal of solid waste materials collected in and by the City of Miami up to an estimated amount of $6,200,000 for a period of one (1) year. Funds are available from Account Code No. 422001-421301-531. BACKGROUND: The City of Miami entered into two (2) Interlocal Agreements dated September 29, 1995 with Metropolitan Dade County (the "County") for use of the County Solid Waste Management System Facilities. The first Interlocal Agreement is for the disposal of certain solid waste materials collected in and by the City of Miami. The second Interlocal Agreement provides for the suspension or termination of -the rights and obligations of the City and County, based upon occurrence of a "condition subsequent" which accommodates the City's Bedminster Corporation agreement for disposal of municipal solid waste at the Bedminster Facility when it becomes operational. i Additionally, the Interlocal Agreements established the fees for the disposal of materials at the County's facilities based on materials collected in and by the City of Miami at $45.00 or $54.00 per ton. II C CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO: Edward Marquez City Manager Ron E. Williams FROM: Assistant City Manager DATE : ayt�- e IuJ FILE Resolution .Authorizing SUBJECT: Payment to Metro Dade for Disposal of Solid Waste Materials REFERENCES: ENCLOSURES: The Department of General Services Administration and Solid Waste has verified available funding with the Department of Finance to cover the cost for payment to Metropolitan Dade County for disposal of solid waste materials collected in and by the City of Miami up to an estimated amount of $6,200,000 for a period of one (1) year. Funds are available from Account Code No. 422001- 421301-531. BUDGETARY REVIEW AND APPROVED BY: 0 Michael vin, Director �VA Department of Finance 1, CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO: Edward Marquez DATE: JAN 15 1997 FILE: City Manager SUBJECT: Resolution Authorizing Payment to Metro Dade GI for Disposal of Solid Ron E. Williams Waste Materials FROM: Assistant City Manager REFERENCES: ENCLOSURES: It is recommended that the City Commission authorize payment to Metropolitan Dade County for disposal of solid waste materials collected in and by the City of Miami up to an estimated amount of $6, 200, 000 for a period of one (1 ) year. Funds are available from Account Code No. 422001-421301.-531. BACKGROUND: The City of Miami entered into two (2) Interlocal Agreements dated September 29, 1995 with Metropolitan Dade County (the "County") for use of the County Solid Waste Management System Facilities. The first Interlocal Agreement is for the disposal of certain solid waste materials collected in and by the City of Miami. The second Interlocal Agreement provides for the suspension or termination of the rights and obligations of the City and County, based upon occurrence of a "condition subsequent" which accommodates the City's Bedminster Corporation agreement for disposal of municipal solid waste at the Bedminster Facility when it becomes operational.. Additionally, the Interlocal Agreements established the fees for the disposal of materials at the County's facilities based on materials collected in and by the City of Miami at $45.00 or $54.00 per ton. 5 97- 97 �;-%-- - - -_._._cam.._:_:..•.::_:,.----' ; — - - 'y ��'`� Page 1 j SECOND INTERLOCAL AGREEMENT BETWEEN METROPOLITAN DADE COUNTY AND THE CITY OF MIAMI PROVIDING FOR SUSPENSION OR TERMINATION OF THE RIGHTS AND OBLIGATIONS OF THE CITY AND THE COUNTY PURSUANT TO THE MT,, RLOCAL AGREEMENT BETWEEN TP EM FOR USE OF 173E COUNTY SOLID WASTE MANAG E MENT SYSTEM BASED UPON OCCURRENCE OF A "CONDITION SUBSEQUENT" 7 9'7- 97 li Pase 2 SECOND INTERLOCAL AGREEMENT BETWEEN METROPOLITAN DARE COUNTY AND THE CITY OF MIAMI PROVIDING FOR SUSPENSION OR TERMINATION OF THE RIGHTS AND OBLIGATIONS OF THE CITY AND THE COUNTY PURSUANT TO THE INTERLOCAL AGREEMENT BETWEEN THEM FOR USE OF THE COUNTY SOLID WASTE MANAGEMENT SYSTEM BASED UPON OCCURRENCE OF A "CONDITION SUBSEQUENT" This second Interlocal Agreement ("Agreement") is made and entered into this ;% f day of �-� 1995, by and between Metropolitan Dade County by and through ' s Board of —"CoXtTy Commissioners ("County") and the City of Miami ("City"). Whereas, the County has entered into disposal agreements with Contract Cities of which the City is one, this Agreement is therefore required to provide for suspension or termination of the City's Interlocal Agreement with the County for use of the County Solid Waste Management System for Solid Waste disposal and transfer based on occurrence of a "Condition Subsequent". Whereas, the City is obligated under contract with the Bedminster Bioconversion Corporation to deliver a specified amount of the Solid Waste it collects to Bedminster's proposed MSW composting facility, in the event the facility is constructed and becomes operational (Exhibit A); and Whereas, the County is not a party to the City's contract with Bedminster which contract the County neither approves nor endorses in any way; and Whereas, the City and the County desire to enter into a long-term Agreement for City use of the County Solid Waste Management System; and Whereas, it is in the best interests of both the City and the County to enter into said Agreement taking into consideration the City's stated position with respect to its contract with Bedminster. NOW THEREFORE, in consideration of the foregoing premises, Ind the mutual considerations contained herein, the parties hereto, intending to be legally bound, do hereby agree as follows: DEFINITIONS For the purposes of this Agreement, the following capitalized words and phrases shall be given the following respective meanings: Board - the Metropolitan Dade County Board of County Commissioners. Change in Law - after the date of execution of this Agreement, (a) the adoption, promulgation, issuance, modification, or change in interpretation of any federal, state or local law, regulation, 8 rule, requirement, ruling or ordinance, of the United States or any state or territory thereof, unless 97- 97 Page 3 (i) such law, regulation, rule, requirement, ruling or ordinance was on or prior to such date duly adopted, promulgated, issued or otherwise officially modified or changed in interpretation, in each case in final form, to become effective without any further action by any governmental entity or official having jurisdiction, (provided, that it shall not constitute a Change in Law if an administrative regulation existed on the date of execution of this Agreement in temporary or proposed form and was treated as generally applicable to transactions of the type contemplated hereby), or (ii) compliance with such law, regulation, rule requirement, ruling or ordinance was provided for in the Agreemem,. (b) the issuance of an order and/or judgment of any governmental entity or official having jurisdiction, to the extent such order and/or judgment constitutes a reversal of a prior applicable order and/or judgment, or an overturning of prior administrative policy or judicial precedent; or (c) the suspension, termination, interruption or failure of renewal of any permit, license, consent, authorization or approval essential to the acquisition, design, construction, equipping, start-up, operation, ownership or possession of the County Solid Waste Management System facilities or the facilities sites, to the extent such suspension, termination, interruption or failure'of renewal is not caused by any action or inaction of the County or its contractors (provided that, for the purposes of determining whether a suspension, termination, interruption or failure of renewal was so caused, any reason or finding set forth in writing by the agency responsible for issuance of such permit, license, consent, authorization or approval shall be accorded the rebuttal presumption of accuracy),provided that no change in tax law, change to the Internal Revenue Code of 1954 effected by the Tax Reform Act of 1986. (to the extent applicable on the date of this Agreement), change in foreign law, Change In Law which adversely affects the County`s legal rights as a licensee, grantee, owned, or user of any patent or other "know-how" in respect of proprietary technology intended to be utilized by it in performing its obligations under this Agreement shall constitute a change in law for any purposes of this Agreement. Contract City (ies) - the municipal corporation or corporations existing under the laws of the State of Florida, that enter into an Agreement with the County for use of the County Solid Waste Management System whose names appear in Exhibit "B" to this Agreement. For the purpose of this Agreement, the unincorporated areas of Dade County, as delineated in Exhibit "C", shall be considered a Contract City. County - Metropolitan Dade County, Florida by and through its Board -of County Commissioners. County Disposal Fee - the fee charged to dispose of Solid Waste at county -owned Solid Waste disposal facilities or facilities operated under contract with the County for Solid Waste disposal. County Solid Waste Management System - The aggregate of those Solid Waste management facilities owned by or operated under contract with Dade County, which shall include the North Dade Landfill, South Dade Landfill, Resources Recovery Facility, Waste Management of Florida, Inc. Landfill in the City of Medley, Florida, Northeast Transfer Station, Central Transfer Station, West Transfer Station, and other such facilities as may be added to or deleted from this listing from time to time, by the County Manager at his sole discretion. Such additions or deletions may be made by use of an attachment hereto without need for formal amendment to this Agreement. 9'7 - 9'7 r11 A. 10 Page 4 Director - the Director of.the Department of Solid Waste Management or his/her designee. Exclusive Franchise or License - (a) contract(s) between the City and a (limited number of ) third party contractor(s) for the right and privilege to collect Solid Waste from either residential units or commercial establishments, or both residential units and commercial establishments, within (a) designated service area(s) under the terms of which the contractor(s) pay(s) the City a fee. Fiscal Year - the period beginning October I of each year and ending September 30 of the subsequent year. Municipal Solid Waste (MSW) or Solid Waste or Waste - all discarded materials or substances exclusive of Source -Separated Recyclable Materials, which the City collects for disposal, or that which is collected for it by third parties under contract with the City for disposal, including, but not limited to, garbage, trash, litter, refuse, rubbish, ashes, incinerator residue, recycling process residue, or other materials allowed by the State Department of Environmental Protection for disposal in a Class I landfill which result from domestic, commercial, industrial, mining, agricultural or governmental activities, but not including sewage or other highly -diluted, water -carried materials or substances, or those in gaseous form. Non -Exclusive Franchise or License - a regulatory program under which an unlimited number of Solid Waste haulers are given the right and privilege to collect Waste from either residential units or commercial establishments, or both residential units and commercial establishments, under the terms of which each hauler pays the City a fee. Source -Separated Recyclable Materials - materials separated from MSW at their source of generation which are set -out for collection at their source of generation. Such materials shall be limited to: clean yard trash, newspapers, telephone books, household batteries, glass containers, plastic containers, steel cans, aluminum cans, and other Source -Separated Recyclable Materials as may be added to this listing from time to time by the County Manager, at his sole discretion; such additions may be made by use of an attachment hereto without need for formal amendment to this Agreement. ARTICLE 1 CONSTRUCTION OF INTERLOCAL AGREEMENT The word "shall" as used in this Agreement shall in all cases be construed to be mandatory and to require the action so modified by the word "shall" to be taken without regard to the exercise of discretion. 97 97 Page 5 ARTICLEE 2 PROVIDING FOR SUSPENSION OR TERMINATION OF THE RIGHTS AND OBLIGATIONS OF THE CITY AND THE COUNTY PURSUANT TO THE INTERLOCAL AGREEMENT,$ETWEEN THEM FOR USE OF THE COUNTY SOLID WASTE MANAGEMENT SYSTEM BASED UPON OCCURRENCE OF A "CONDITION SUBSEQUENT" A. Determination of Occurrence of a "Condition Subsequent". In the event the City begins to deliver the Waste it collects for disposal, or that which is collected for it by third parties under contract with the City for disposal, to the Bedminster Bioconversion Corporation MSW composting facility, under the terms of its contract with Bedminster dated October 29, 1993 an& 4 s amended Y — , a "Condition Subsequent" shall be deemed to have occurred. Cie 1-�h� ,,III / 1- 04 �.� b� ..�tide-L i v a-S.GJKOAN eei M 10, -k & t 5 0 �. r �c � o .1 %�J o. 4 r— (> a 5 c o Y �} �{-1 �a 1. �� %Ll�� B. Conseouences of Occurrence of a "Condition Subs/eauent", In the event of occurrence of.,,, a "Condition Subsequent", the obligations and rights of the City and he County vis a vis each other pursuant to the Interlocal Agreement for use of the County . Solid Waste Management System shall be suspended for the period of time the City's Solid Waste is delivered to the Bedminster MSW Composting facility. If at any time during suspension of the City's Interlocal Agreement with the County the Bedminster facility cannot accept the total amount of Waste collected by the City for disposal, or that which is collected for it by third parties under contract with the City for disposal, such Waste in excess of the total amount shall be delivered to the County for disposal pursuant to the terns set forth in Articles 3 and 4. The County shall have no responsibility whatsoever for disposal of Waste once it is delivered by the City to the Bedminster facility. In the event the City ceases to deliver its waste to Bedminster the occurrence of a "Condition Subsequent" shall be deemed to no longer exist, and the rights and obligations of the City and County pursuant to their interlocal Agreement for City use of the County Solid Waste Management System shall resume and continue uninterrupted thereafter for the remaining term of the Agreement. C. Notice to the—Cotinty by the—Cityof r ending_ Occurrence of a "Condition Subseauent". In the event the City plans to begin Waste deliveries to the Bedminster MSW composting facility under the terms of its contract with Bedminster, the City shall provide the County with thirty (30) days advance written notice of such planned commencement of Waste deliveries. In the event the City plans to resume deliveries of waste to the County under the terms of its interlocal agreement for use of the County Solid Waste Management System, the City shall provide the County with thirty (30) days advance written notice of such planned commencement of Waste deliveries and the approximate quantity thereof. ARTICLE 3 RESPONSIBILITIES OF THE CITY A. Defivery of MSW to County. The City shall deliver all the MSW it collects for disposal, or cause delivery of that MSW which is collected for it by third parties under contract with the City for disposal, excluding Source -Separated Recyclable Materials, in excess of that amount of Waste delivered to Bedminster to (a) County Solid Waste Management System facility(ies), at Disposal Fee rates as specified herein. The Director may identify particular facilities to which the City shall 1 97- 97 f� Page 6 deliver its Waste. The City may deliver its Waste to a County transfer facility if the applicable transfer fee is paid to the County. At no time during the term of this Agreement shall the City be required to deliver MSW to a County transfer facility unless the County Disposal Fee is the same at all County Solid Waste Management System facilities. The City shall not be directed to deliver its Waste to a disposal facility which is farther from the City's boundaries than the closest county -owned disposal facility. The City shall not be directed to deliver its Waste to a transfer facility which is farther from tlieCity's boundaries than the closest county -owned transfer facility. In no case shall the City be required to deliver its Waste to a County Solid Waste Management System facility which is farther than twenty (20) miles from the City's nearest boundary in order to take full advantage of it rights under this Agreement. B. Use of Other_ Facilities Prohihited. The City shall not deliver any MSW it collects for disposal, or cause or suffer delivery of that MSW which is collected for it by third parties under contract with the City for disposal, in excess of that amount of Waste delivered to Bedminster excluding Source -Separated Recyclable Materials, to a Solid Waste disposal or transfer facility other than a County Solid Waste Management System facility for the term of this Agreement. C. Hauler Contracts. The City shall include in any contracts ,with Solid Waste haulers, or amendments to such contracts, which it executes, renews or extends after the date of this Agreement, a provision that all Solid Waste collected for the City shall be delivered to a specified County Solid Waste Management System facility for disposal. This provision shall apply to Exclusive Franchise or License agreements with Solid Waste haulers. This provision shall not apply to a Non -Exclusive Franchise or License to haul Solid Waste. D. Disposal and Transfer Fees. The City shall pay a Disposal Fee (and a Transfer Fee, as applicable) for each ton of MSW delivered to the County Solid Waste Management System for disposal. The City shall pay a maximum Disposal Fee of forty-five dollars ($45.00) per ton to the County for disposal of MSW delivered to County Solid Waste Management System facilities for Fiscal Years 1995-96, 1996-97, and 1997-98. This Disposal Fee shall be established by separate administrative order, which shall not become effective until approved by the Board. As applicable, the City shall pay a maximum Transfer Fee of nine dollars ($9.00) per ton to the County for transfer of MSW delivered to County Solid Waste Management System transfer facilities for Fiscal Years 1995-96, 1996-97, and 1997-98. This Transfer Fee shall be -established by separate administrative order, which shall not become effective until approved by the Board. The Disposal Fee and Transfer Fee may be increased or decreased for inflation or deflation beginning on October 1, 1998, and on the first day of each Fiscal Year thereafter, relative to increases or decreases in the U.S. Government Consumer Price Index for All Urban Consumers for the Southeast Region of the United States (CPI) for the prior period of July 1 through June 30. Such CPI increases or decreases shall be capped at five percent (5%) per year for the term of this Agreement. In the event that the actual CPI increase or decrease exceeds the five percent (5%) cap in a given Fiscal Year, the amount of CPI increase or decrease above or below the five percent (5%) cap shall be applied to CPI increases or decreases in future years when the CPI increase or decrease is less than five percent (5%). The Disposal Fee and Transfer Fee shall not otherwise increase, unless as required by Change in Law, as defined herein, which may occur at any time during the term of this Agreement. The County shall notify the City of proposed 12 Disposal Fee and Transfer Fee adjustments on the basis of Change In Law. The Disposal Fee 9'7 - 9'7 �i 41M:, Page 7 increase based on Change in Law shall fully compensate the County for its increased costs. The City shall pay prevailing disposal fees for Waste materials for which the County charges other than the County Disposal Fee for the entire term of tlUs Agreement, including, without limitation, tires, asbestos, construction and demolition debris, and clean yard trash, if provided to the County for disposal. E. Terms of Pavment. The County shall invoice the City for Disposal Fees, based on County weighing records, by means of First Class U.S. Mail, within five (5) days of the last day of each month, commencing in the first month after the effective date of this Agreement, and continuing monthly thereafter for the tern of this Agreement. In accordance with Section 218.74(2), Florida Statutes, as amended from time to time, payment of Disposal Fees owed to the County shall be due from, and payment shall be made by, the City forty-five (45) days from the date of receipt of the County's monthly invoice. F. pispute On Invoicing. In the event of a dispute on invoicing, the City shall first pay the full amount of the disputed charges when due and shall, within thirty (30) days from the date of receipt of the disputed invoice, give written notice of the disputed invoice to the County. The notice of dispute shall identify the disputed invoice, state the amount in dispute and set forth a full statement of grounds on which such dispute is based. The County Manager or his designee shall confer with the City, and the County Manager or lus designee shall resolve the dispute not later than sixty (60) days after the date upon which the disputed invoice was received. Should the City disagree with the determination of the County Manager or his designee, it may pursue any remedy at law except withholding payment. ARTICLE 4 WEIGFUNG RECORDS The County shall cause all County Solid Waste Management System facilities to operate and maintain motor truck scales calibrated to the accuracy required by Florida law and to weigh all vehicles delivering MSW. Each vehicle delivering MSW from the City, or its contract hauler, shall have its tare weight and cubic yard capacity permanently and conspicuously displayed on the exterior of the vehicle. The County or its contractor may, &Qm time to time, require revalidation of the tare weight of any vehicle. The City shall provide the County with information about each private hauler delivering MSW on its behalf to include: name and address, make, body type and motor vehicle registration number of each vehicle used for such purpose. All such haulers shall have and maintain a valid County Solid Waste hauler permit in accordance with Section 15-17 of the Code of Metropolitan Dade County, as amended from time to time. The County will supply the City with monthly weighing records as may be reasonably required by the City to administer its Waste collection program. Copies of all transaction tickets will be maintained by the County for at least two (2) years. If weighing scales are inoperable or are being tested, the facility operator shall estimate the quantity of MSW delivered using a schedule of estimated Waste material weights in accordance with Section 15-25, Subsections (b) and (d) of the Metropolitan Dade County Code, as amended from time to time. The estimates shall take the place of actual weighing records, when the scales are not operational. The County shall use reasonable efforts to maintain the scales in an operable condition. 13 9 7 9'7 :Page 8 ARTICLE 5 t REL.ATIONSI-IIPS OF THE PARTIES Nothing in this Agreement shall be deemed to constitute any party a partner, agent or local representative of the other party or to create any type of fiduciary responsibility of any kind whatsoever between the parties., ARTICLE 6 HEADINGS Captions and headings in this Agreement are for ease of reference only and do not constitute a part of this Agreement and shall not affect the meaning or interpretation of any provisions herein. A R jFjfLE 7 APPROVALS AND NOTICES Notices and approvals required or contemplated by tlus Agreement shall be written and personally served or mailed, by registered or certified United States mail, with return receipt requested, to the following address: To County: Metropolitan Dade County Florida I I I N.W. 1st Street, 29th Floor Miami, FL, 33128 Attn.: County Manager Phone: (305) 375-5311 cc: Department of Solid Waste Management 8675 N.W. 53rd Street Suite 201 F Miami, FL 33166 Attn.: Department Director Phone: (305) 594-1520 Dade County Attorney's Office I I I N. W. 1 st Street, 27th Floor Miami, FL 33128 Attn.: Mr. Henry N. Gillman, Assistant County Attorney Phone: (305) 375-1178 To City: City of Miami 3500 Pan American Drive Miami, FL 33133 i Attn: City Manager 14 Plione: (305) 250-5400 9 rl _ 97 i t,. .... •...._.. .. � .�.. w�.�Nl�S� .. •. ..•...... . ..... .... . ..• .• �..YY....•.�.....r......'�:...................r...........w.�.1. Y..iLJ.ti.+r ✓.�... ✓... Y.r .�� W Page 9 ARMLE S AGREEMENT GOVERNS; ENTIRE AGREEMENT This Agreement shall govern and supersede any other Interlocal agreement between the City and the County with regard to use of the County Solid Waste Management System. This writing embodies the entire Agreement and understanding between the parties hereto, and there are no other agreements or understandings, oral or written with reference to the subject matter hereof that are not merged herein and 'superseded hereby. ARTICLE 9 REPRESENTATIONS OF THE COUNTY The County represents that (A) this Agreement has been duly authorized, executed and delivered by the Board of County Commissioners as the governing body of the County, and (B) it has the required power and authority to perform this Agreement. ARTICLE 10 REPRESENTATIONS OF THE CITE' The City represents that (A) this Agreement has been duly authorized, executed and delivered by the Governing Body of the City, and (B) it has the .required power and authority to perform this Agreement. ARTICLE 11 DURATION OF AGREEMENT This Agreement shall terminate in the event of termination of the City's contract with Bedminster Bioconversion Corporation dated October 29, 1993 and amended on October 20, 1995. or coincident with termination of the City's interlocal agreement with the County for City use of the County Solid Waste Management System, whichever occurs first. In the event the City plans to terminate its contract with Bedminster, the City shall provide the County with thirty (30) days advance written notice of such planned termination. , ARTICLE 12 AMENDMENT TO AGREEMENT This Agreement may be modified, altered or amended only by a written amendment duly executed by the parties hereto, and approved by the governing body of each party. Any oral representations or modifications concerning this Agreement shall be of no force or effect. ARTICLE 13 NON -ASSIGNMENT In no case shall the City assign, transfer, convey or otherwise hypothecate any interest, rights, duties, or obligations hereunder, or any part thereof. In the event the City attempts to assign, transfer, convey or otherwise hypothecate this Agreement or the City's rights, duties or 15 9'7 -- 97 .... ...... ........ .'....�.. ......... ... .... .�.. ..... ..�........�.....................�J...♦.Is.r.J.w.r......wu.......;�w.w+.+...w...w.rww�.�..MY�W..�...r... ..i.�..... ..............r... r.. Page 10 obligations hereunder, or any part thereof; the County may at its option,. terminate this Agreement. ,.ARTICLE J4 RIGHTS OF OTHERS Nothing in this Agreement, either express or implied, is intended to confer upon any person other than the parties hereto any rights or remedies under or by reason of this Agreement. ARMLE 15 . WAIVER There shall be no waiver of any right related to this Agreement unless that such waiver is in writing signed by the party waiving such right. No delay or failure to exercise a right under this Agreement shall impair such right or shall be construed to be a waiver thereof. Any waiver shall be limited to the particular rights waived and shall not be deemed a waiver of the same right at a later time, or of any other right under this Agreement. It AR —TIC LE 16 FLORIDA LAW GOVERNS; VENUE IN DADE COUNTY, FLORIDA This Agreement, regardless of where executed, shall be governed by and construed according to f the laws of the State of Florida, and venue shall be in Dade County, Florida. I ARTICLE 17 TERMINATION 16 This Agreement may be terminated upon mutual consent in writing by all parties to this Agreement. ARTICLE 18 COUNTERPARTS Thig Agreement may be executed in one or more counterpart(s), each of which shall be deemed an original. ARTICLE 19 INVALIDITY OF PROVISIONS Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable I under the laws of the State of Florida, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, and this Agreement shall remain in full force and effect. 97- 97 f� Page 11 IN WITNESS WHEREOF, Metropolitan Dade County, Florida, has caused this Agreement to be executed in its name by the County Manager or his designee, attested by the Clerk of the Board of County Commissioners and has caused the seal of the Board of County Commissioners to be hereto attached; and the City of Miami, Florida has caused this Agreement to be executed in its name by the Manager of the City or lus designee, attested by the Clerk of the City's Council and has caused the seal of the governing body to be hereto attached, all on the day and year first written above. Attest: Harvey R.uvin, Clerk of the Board Attest: • METROPOLITAN DADE COUNTY, FLORIDA, BY ITS BOARD OF COUNTY COMMISSIONERS Ci •1` 0 d By:/--Z- �� County Manager •-. o",..�R CITY OF MIAMI, FLORIDA, BY qS COUNCIL / ` Clerk t Counci By: City Manager I Clerk j APPROVED AS TO FORM AND LEGAL SUFFICIENCY BY: i Assists C unty Attorney APPROVED AS TO FORM AND LEGAL SUFFICIENCY BY: /A. ml� I %Oorney 9'7 - 9'7 17 �i 41^. Bedminster/SSI may be delayed in commencing operations at the Facility by failure to obtain a permit from Metropolitan Dade County or the State of Florida, but in no event., shall commencement of operations occur., later than a total of forty-eight (48) months from the Amendment Effective Date. "Guaranteed Annual Tonnage" shall mean one hundred eighty three thousand (183,000) tons of Acceptable Waste, which is the minimum number of tons of Acceptable Waste that the City is required to deliver to the Facility during each Billing year during the term hereof, provided that tonnages for the last Billing Year of this Agreement, if less than a full year, shall be prorated on the basis of the total numb,6r of days in such year during which this Agreement is in effect over a period of three hundred sixty-five (365) clays. "Guaranteed Plant Capacity" shall mean the capacity of the Facility to produce at least one hundred and eighty three thousand (183,000) tons of Acceptable Waste having characteristics equal to the Waste Composition Profile set forth �n Schedule 2 hereto, in a Billing Year. "Indebtedness" shall mean the indebtedness incurred by Bedminster/SSI to finance the construction of the Facility or Additional Capital Investments, in each ease as may be required to perform the services to be provided by Bedminster./SSI to the City hereunder, and any indebtedness issued to refinance, extend or modify such indebtedness. "Interlocal Agreement" definition deleted. "Uncontrollable Circumstances" shall mean: (i) an act of God, including hurricanes, tornadoes, landslides, lightning, earthquakes, flood, sabotage, or similar occurrence, acts of a public enemy, extortion, war, blockade or insurrection, riot or civil disturbance; 19 97- 97 Execution copy constitute an election of remedies nor a waiver of any rights; and provided further that neither party shall terminate this Agreement for failure by the other to pay an amount due hereunder if the unpaid amounts aggregate less than $100,000. (c) If an Event of Default occurs as provided in Section 12.02(a)(2), Bedminster/SSI may suspend performance of its obligations under this Agreement upon written notice to the City; provided, however, that the exercise of such right shall not constitute an election of remedies nor a waiver of any rights. Section 12.03. other Available Remedies. Upon the occurrence of any Event of Default, the non -defaulting party may proceed to protect and enforce its rights hereunder and under the laws of the State of Florida by such suits, actions or special proceedings in equity or at law, or by proceedings in the office of any board, body or officer having jurisdiction, either for the specific performance of any covenant or agreement contained herein or in aid of execution of any power herein granted or for the enforcement of any proper legal or equitable remedy, all as such non -defaulting party shall deem most effectual to protect and enforce such rights; provided, however, that the rules relating to settlement of disputes contained in Section 14.16 shall control and be binding on the parties. Section 12.04. operations in Default by Bedmin_s_ter/SSI. If an Event of Default with respect to Bedminster/SSI has occurred, the City agrees to coordinate with the Assignees (as defined in Section 12.01(c) as follows: (a) To secure a new operator for the Facility pursuant to which the City shall continue to pay the ~Service Fee; and (b) If necessary and until a new operator is found, the City may, at its sole discretion and with the consent of the Assignees, directly assume the operation of the Facility. During any such period of operation by the City, the City`s only financial obligation will be to pay the normal Facility operating and maintenance costs and to pay to the Assignees the portion, of the Service Fee attributable to debt service payments. 20 ,. - 4 4 0 IG I I 42 97- 97 .. ............ ram..................... ............. �.. .. r.... .... :,�.. ... . ......�... .. ...... ... ...�.w w..., - -w.r�LLv.�wU.�..aM:... r. �..�... ____ - - '_- .w. �..w EKccutton COPY Section 13.03. Consequential and Punitive Damages. Neither Bedminster/SSTs indemnity under Section 13.01(a) nor the City's indemnity under Section 13.02 shall extend to consequential or punktive damages. ARTICLE XIV General Conditions Section 14.01. Applicable Law and Venue. The law of the State of Florida shall govern the validity, interpretation, construction and performance hereof and -venue for any suit'' involving this Agreement shall be in Miami, Florida. Section 14.02: Agreement Amendment. No amendments to this Agreement may be made except in writing signed by both I parties. ' Section 14.03. Severability, In the event any covenant, condition or provision of this Agreement is held to be invalid or unenforceable by a final judgment of a Court of competent jurisdiction, the invalidity or unenforceability thereof shall in no way affect any of, the other covenants, conditions or provisions hereof, provided that such remaining covenants, conditions and provisions can thereafter bd applicable and effective without materially changing the obligations of either party. Section 14.04. Relationship of. the Parties. Nothing herein shall be deemed to constitute either party a partner, agent, or local representative of the other party or to create any fiduciary relationship between the parties. Section 14.05. Representatives. The authorized representative of each of the parties for the purpose hereof shall be such persons as the parties may from time to time designate in writing. Any such person so designated by City shall not have the authority to enter into any amendment to this Agreement without the express written approval of the Miami City Commission. Section 14.06. Notices. All notices herein required or permitted to be given or furnished under this Agreement by either party to the other shall be in writing, and shall be deemed sufficiently given and served upon the other party if delivered by hand or sent by mail, air courier, I.•\Y.-1 I I4 II 4Al 9'7- 97 21 I I� Execution Copy between the parties hereto. In the event that the requirements of any paragraph of the Agreement shall be.found to be inconsistent with those of any appendix or amendment, this Agreement and not the appendix shall control unless the appendix or amendment expressly states that it is intended to amend or control this Agreement. Section 14.11. Consents. To the extent that the consent of either party to this Agreement is required to any action of the other party pursuant to any provision of this Agreement, such consent will not be unreasonably withheld. Section 14.12. Term and Termination of the_Agree- ment. The Term of this Agreement shall begin immediately upon the effective date of this Agreement as set forth in the first paragraph hereof (the "Contract Date"), and the Agreement shall remain in effect for a term which shall end on the earlier of 30 years following the Commencement Date of Operations or 35 years from the Contract Date, subject to the termination rights of each of the parties as set forth herein (the "Term"). Section 14.13. Entire Agreement. This Agreement represents the entire agreement and understanding of the parties hereto and expressly supersedes all prior agreements and understandings previously executed or agreed to by the parties concerning the subject matter hereof. Section 14.14. Further Assurances. The City and Bedminster/SSI each shall use all reasonable efforts to provide such information, execute such further instruments and documents and take such actions as may be reasonably requested by the other and not inconsistent with the provisions of this Agreement and not involving the assumption of obligations or liabilities different from, in excess of or In addition to those expressly provided for in this Agreement to carry out the intent of this Agreement. Section 14.15. Limitation of Liability. In no event shall the liability of either party under this Agreement, whether based on contract, warranty, tort (including negligence), strict liability or otherwise, extend to or include special, incidental, consequential or punitive damages of any kind whatsoever. It is understood and agreed to by the City that nothing contained herein shall create any obligation of or right to look to any stockholder, director, officer or 9'7 - 97 Execution Copy between the parties hereto. In the event that the requirements of any paragraph of the Agreement shall be found to be inconsistent with those of any appendix or amendment, this Agreement and not the appendix shall control unless the appendix or amendment expressly states that it is intended to amend or control this Agreement. Section 14.11. Consents. To the extent that the consent of either party to this Agreement is required to any action of the other party pursuant to any provision of this Agreement, such consent will not be unreasonably withheld. Section 14.12. Term and Termination of the Agree- ment. The Term of this Agreement shall begin immediately upon the effective date of this Agreement as set forth in the first paragraph hereof (the "Contract Date"), and the Agreement shall remain in effect for a term which shall end on the earlier of 30 years following the Commencement Date of Operations or 35 years from the Contract Date, subject to the termination rights of each of the parties as set forth herein (the "Term"). Section 14.13. Entire_AQreement. This Agreement represents the entire agreement and understanding of the parties hereto and expressly supersedes all prior agreements and understandings previously executed or agreed to by the parties concerning the subject matter hereof. Section 14.14. Further Assurances. The City and Bedminster/SSI each shall use all reasonable efforts to provide such information, execute such further instruments and documents and take such actions as may be reasonably requested by the other and not inconsistent with the provisions of this Agreement and not involving the assumption of obligations or liabilities different from, in excess of or in addition to those expressly provided for in this Agreement to carry out the intent of this Agreement. Section 14.15. Limitation of Liability. In no event shall the liability of either party under this Agreement, whether based on contract, warranty, tort (including negligence), strict liability or otherwise, extend to or include special, incidental, consequential or punitive damages of any kind whatsoever. it is understood and agreed to by the City that nothing contained herein shall create any obligation of or right to look to any stockholder, director, officer or �..,k.{1011. 11 4 G 9 7 - 9'7 23 CXecucio, Copy between Bedminster/SSI and the City. Additional costs incurred in excess of. the retainer fee resulting from items submitted for decision+ shall be paid for by the non -prevailing party. Where the decision is not clearly in favor of either party, then the percentage of such additional cost shall be paid by Bedminster/SSI and the City as decided by the arbitration panel. (e) Unless the parties shall otheririse agree, arbitration shall take place in the City of Miami, Florida. Section 14.17. Fair Market Value Purchase Option. The City .have -the option, exercisable by irrevocable written notice to Bedminster/SSI not less than six (6) months prior to the expiration of the Term of this Agreement, to purchase at the end of the Term Bedminster/ SSI`s interest in the Facility, the Site and related contractual rights (the "Purchased Assets") for their respective fair market values. Any.•*such purchase shall be on the basis of an "AS IS, WHERE IS," sale and Bedminster/SSI shall not be obligated to make any representations or warranties concerning the condition of the Facility or its suitability for any particular purpose. The purchase price for Bedminster/ SSI ' s interest in the Facility and the Site, respectively, shall be determined on the basis of the value which would be obtained for such assets in an arm's length transaction between an informed and willing buyer under no compulsion to buy, and'an•informed and willing seller, under no compulsion to sell, based on the highest and best use of such Purchased Assets utilizing generally recognized professional criteria for the appraisal of industrial property and real estate. Taxes and other prepaid assets directly related to the Facility shall be prorated as of the closing date. If Bedminster/SSI and the City cannot agree as to the fair market value of the Purchased Assets within fifteen (15) days of receipt of the City's election to purchase the same, then said value shall be determined on the basis of the average of two separate appraisals on such property prepared and delivered by two disinterested MIA -certified and licensed industrial property appraisers, one of whom shall be appointed by Bedminster/SSI and the other of whom shall be appointed by the City. Each of the appraisers shall provide to each party their written report and appraisals within thirty (30) days of their appointment. 24 I..,, a d.: 14. 1 1 48 97- M c9ccution Copy Bedminster/SSI, or in the activities to be performed by them, or in the amounts or quality of materials used in connection with the operation orinaintenance of the Facility or the cost of transportation or.. disposal of Residue, Shutdown Waste and/or Unacceptable Waste, the parties shall negotiate in good faith to either extend the term hereof to allow for the amortization of the increased costs within the Unit Billing Rate as herein contemplated, or if necessary, to renegotiate the Unit Billing Rate to amortize such costs within the remaining term hereof; provided, however, that the City shall not be obligated to accept a Unit Billing Rate in excess of the amount which is $10.00 less the "Assumed County Cost per Ton" set forth in Section 9.01. Except for the negotiation of the Term and the Unit Billing Rate as herein provided, Bedminster/SSI shall be responsible for costs associated with any Change in Law. If a Change in Law affects the performance by either party,. the provisions of Section 1.1.01 (a) through (c) shall be applicable to the extent it affects such performance. IN WITNESS WHEREOdmi.nster/SSI and the City have executed this Agreement o1993. Witnesses: BEDMINSTE R SERVI S fl T N 11511 By President (SEAL) .44 P. 11. 11 50 lbi, MM 97 zs Execution Copy Schedule 1 Escalation Adjustment Factor and Application The Escalation Factor shall be computed in accordance with the following formula: EF = CPI _ CPIb Where - EF = the Escalation Factor, CPI = consumer price index identified below, in effect as of each anniversary of the Commencement Date of operations CPIb = consumer price index fob: the base 'month which will be the first month of the fifth year following the Commencement Date of operations. The consumer price index shall be Consumer Price Index for Urban Wage Earners and Clerical Workers (CPI-W), Miami -Ft. Lauderdale, Florida (All Items), published by the Bureau of Labor Statistics of the U.S. Department of Labor or any comparable replacement index. . Should the index referred to in this Schedule 1 be discon- tinued or be substantially modified, then an alternate index shall be chosen by mutual consent of the parties as a substi- tute index. Said substitute index shall be selected to maintain the purchasing power of one dollar at a constant level, considering the nature of expenses incurred in the operation and maintenance of the Facility. Lnk-N 8 56 11 S 2 26 97- 97 Ettecution COPY SCHEDULE 3 (PERFORMANCE STANDARDS) 1. The facility will be designed, permitted and constructed to receive and process through composting at' least 204,000 tons per year of municipal solid waste in accordance with the waste profile described: in Schedule 2. The facility shall have the capacity to receive and process 4200 tons per week of municipal solid waste based on a 6 day operating week and the City's current delivery schedule. 2. Design, permit and construct the facility in compliance with all applicable Federal, State and Local Permit Requirements. Construction to be accomplished within 18 months after permit acceptance. The facility will recycle and compost a minimum of 70% of the acceptable waste in accordance with the waste profile described in Schedule 2. 3. The quality Of Compost produced will meet Federal and State of Florida Requirements as described in Florida Administrative Code Rule 17-709 as it pertains to Type A, B or C compost. Lvk-44836 11 Facility Description•(continued) (ii) Screen and affectively separate the inorganic and non -degradable materials from the compost (iii) Return',the inorganic reject material to the Tipping Floor for further sorting and placement in transfer trailers for disposal (D) Compost Curing Facilities to: (i) Further cure and mature the compost for a minimum of thirty (30) days (ii) Meet state regulations on pathogen destruction (PFRP) (iii) Move the compost to the final screening and processing area (E) Compost Storage and Processing Facilities to: (i) Provide screening facilities to prepare the compost for storage and immediate or future marketing (ii) Store up to 10,000 tons of post -screening compost production (F) Standards Shall meet existing Florida Department of Environmental Protection Rules for Composting Facilities Lak-44836 11 56 W 9'7 - 97 Physical Plant Description (continued) After curing, the compost is screened by a proprietary Final screen Assembly housed within the same metal building, separated from the aeration area by means of an insulated wall. The remainder of the concrete slab floor area is .used for bulk compost storage prior to marketing. The plant also included soil biofilter areas located outside the buildings. These filters are below ground level (where appropriate) and are used to filter the exhaust air from the curing process. The exterior area of the plant also contains the paved Tipping Floor ramp, queuing area for the waste trucks, the truck weigh scale and scale house as well as the gravel/shell periphery access road. PLANT SITE That certain land in Medley more properly described as "Tracks 41 & 42 Fla. Fruitland Subdivision PB 2/7, Sec 3 TW 53 Rag 40 (19.70 Ac+/-) and certain portion of Sec 10 TW 53 Rng 0 starting N.W. Corner 50.01 East, 251.53 Ft. South 1929.64 East 251.54 North and 1929.47 West to P.O.B. (11.139 Ac+/-)" - I.Ik-448 36 11 5-8 97 9.7 29 1 s:. J-93-682 9/21/93 ;•i s RESOT,UTION NO. A RESOLUTION:A1THORIZING THE CITY HANAGER TO EXECUTE AN AGREEMENT. IN A FORM ACCEPTABLE TO THE CITY ATTORNEY. ' WITH THE JOINT VENTURE OF BEDMINSTER/SEACOR SERVICES. INC. ("BEDMINSTER/SSI"). TO DESIGN, CONSTRUCT. ACCEPTANCE TEST, FINANCE, OWN/OPERATE A SOLID WASTE PROCESSING FACILITY, IN ACCORDANCE WITH THE REQUIREMENTS SET FORTH IN REQUEST FOR PROPOSAL NO. 91-92-102; FURTHER AUTHORIZING THE CITY MANAGER. TO EXECUTE AN INTERLOCAL AGREEMENT. IN A FORM ACCEPTABLE TO THE CITY ATTORNE`.., WITH METROPOLITAN DADE COUNTY ("COUNTY"), T•J RELEASE THE CITY OF MIAEI FROM THE REQUIREMENT THAT ITS SOLID WASTE STREAM BE TAKEN TO COUNTY LANDFILL FACILITIES. WHEREAS, the City of Miami ("City") and Metropolitan Dade County ("County") are diligently seeking the means of complying With mandated State of Florida requirements to divert the City's solid waste stream from County landfill facilities; and WHEREAS. pursuant to Request for Proposal No. 91-92-102 ("RFP"), the City solicited the servioes of a firm to design, construct, acceptance test, finance, and own/operate a solid waste processing facility; and WHEREAS, on April 15. 1993, pursuant to Resolution No. 93-250. the the Joint Venture of Bedminster/Seacor Services, Inc. ("Bedminster/SSI') was approved by the City Commission as the most qualified and responsive proposer to the RFP; and WHEREAS, the City Commission also authorized initiation of negotiations With Bedminster/SSI and the preparation of an agreement resulting from these negotiations; and 9'7 - 9 CITY COH?USSIOM MEET71.0 OF 5EF 2 7 1no na.oi�„on No.31 32 WHEREAS, said'.' agreement between the City of Miami and Bedminster/SSI is contingent upon the adoption of -an Interlocal Agreement between the* City of Riami and Metropolitan Dade County; and WHEREAS, the economic benefit to the Citl. would be a reduction in the tipping fee currently oharged. by Bade County; and WNEREAS, said faol,l.ity will also add.ross the Cou'iaty's nee4,, to reduce the utilization of lemdfill facilities; and WHEREAS. one of the teems of the nogotiat€ d contract will require that the City pay a fixed tonnage fee; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI. FLORIDA: Section 1. The recitals and findings oantained in the Preamble to this Resolution are hereby adopted by reference thereto and incorporated herein as if gully set forth in this Section. Section 2. The City Manager is hereby authorl2ed" to execute an agreement. in a form acceptable to the City Attorney, with the Joint Venture of Bedminster/Seacor Servloes, Inc. C"Bedminster/SSI"a. to design, construct, acoeptance test, finance, own/operate a solid waste processing facility, in accordance with the requirements set forth in Request for Proposal No. 91-92-102. The herein authorization is further subject to compliance vitb all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by C'caut'Uvx Canso Cv�+, Yivv+aaurea. 9'7 - 9'7 ,3 0 Section 3. 'The City Manager is hereby authorizeda/ to execute' an interlocal agreement, in a form acceptable to the City Attorney, with Metropolitan Dade County ("County"), to release the City of Miami from the requirement that its`s solid waste stream be taken to County landfill facilities. Section 4. This Resolution shall become effective Immediately upon its adoption. PASSED AND ADOPTED this 27th day of September 1993. AA E TTY HIRAI, CITY CLERK PREPARED AND APPROVED BY: r HUMBERTO HERNANDEZ ASSISTANT CITY ATTORNEY BSS:M3861 XAVIER L. SgAREZ, ffie-P. APPROVED AS TO FORM AND CORRECTNESS: A. QU N cT S. II CITY ATTO Y The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions. 97- 97 &J ,t