HomeMy WebLinkAboutR-95-05701
J-95-649
7/6/95
95- 570
RESOLUTION NO.
A RESOLUTION, WITH ATTACHMENT(S), AUTHORIZING
THE CITY MANAGER TO EXECUTE AN AGREEMENT, IN
SUBSTANTIALLY THE ATTACHED FORM, WITH
WHEELABRATOR SOUTH BROWARD, INC.
("WHEELABRATOR"), FOR A PERIOD OF ONE YEAR,
FOR THE ACCEPTANCE AND DISPOSAL OF CITY OF
MIAMI PROCESSABLE WASTE AND TO AMEND THE
EXISTING AGREEMENT WITH WHEELABRATOR, DATED
OCTOBER 1, 1994, TO CHANGE THE AMOUNT OF
TONNAGE TO BE DELIVERED BY THE CITY;
ALLOCATING FUNDS THEREFOR, IN AN ESTIMATED
AMOUNT NOT TO EXCEED $2,560,000.00, FROM
ACCOUNT CODE NO. 421301-531, PROJECT
NO. 422001, FOR SAID SERVICES.
WHEREAS, the City of Miami, after competitive negotiations,
has determined that it is most advantageous for the City to
utilize Wheelabrator South Broward, Inc. ("Wheelabrator")
facilities for the acceptance and disposal of its processable
waste; and
WHEREAS, Wheelabrator has offered to dispose of said waste
at a proposed cost of $32 per ton; and
WHEREAS, the City no longer disposes of its waste at
Metropolitan Dade County facilities where the 1995-96 disposal
costs are currently proposed at $54 and $45 per ton for long term
agreements of five to twenty years; and
WHEREAS, Wheelabrator's fee is less costly and will result
in a considerable savings to the City of Miami; and
my COMUSSION
d are available from Account
WHEREAS, funds for sax services
No. 421301-531, Project No. 422001; and
WHEREAS, it is necessary to amend the existing agreement
with Wheelabrator, dated October 1, 1994, to change the amount of
tonnage to be delivered by the City;
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 Manager is hereby authorized to
execute an agreement, in substantially the attached form, with
Wheelabrator South Broward, Inc., ("Wheelabrator") for a period
of one year, for the acceptance and disposal of City of Miami
processable waste and to amend the existing agreement with
Wheelabrator, dated October 1, 1994, to change the amount of
tonnage to be delivered by the City, with funds therefor, in an
estimated amount not to exceed $2,560,000.00, hereby allocated
from Account No. .421301-531, Project No. 422001, for said
services.
Section 3. This Resolution shall become effective
immediately upon its adoption.
PASSED AND ADOPTED this 13th day of July , 1995.
STE HEN P. CLARj7, MAYOR
ATTEST:
ALTER
CITY CL .K
FINANCIAL AND BUDGETARY REVIEW:
MANOHAR S.SURANA
ASSISTANT CITY MANA E
PREPARED AND REVIEWED BY:
RAFAEL 0. DIAZ
DEPUTY CITY ATTORNE
APPROVED AS TO FORM AND CORRECTNESS:
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95�- 5170
WASTE DISPOSAL AGREEMENT BY AND BETWEEN WHEELABRATOR
SOUTH BROWARD AND THE CITY OF MIAMI
THIS AGREEMENT, made as of the 24 day of May 1995, by and
between, Wheelabrator South Broward a Florida Corporation, with
offices at 4400 South State Road 7, Ft. Lauderdale, Florida
("Company") and The City of Miami, Florida, a Florida municipal
corporation, with offices at 1390 N.W._20St.. Miami FL 33142
("Customer").
W I T N E S S E T H:
WHEREAS, Customer desires that Company provide disposal
facilities in Broward County, Florida (the "Facility" as defined
herein), for certain residential/household and commercial solid
waste (as described herein) which Customer collects in and
transports from Miami to the Facility; and
WHEREAS, Customer and Company have agreed to this Agreement
for disposal of the customer's waste subject to terms and
conditions hereinafter set forth; and
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, and intending to be legally bound, the
parties hereto agree as follows:
1. Solid Waste Disposal. Subject to the terms and
conditions contained herein, Company agrees to accept and dispose,
at the Facility, Processable Waste delivered by Customer.
2. Processable Waste. The following types of waste are the
only types of waste which Company can accept at the Facility. In
all events, customer agrees that it shall only seek disposal of
Processable Waste. Processable Waste shall have the definition it
has in that certain Solid Waste Disposal Service Agreement by and
between WESI and Broward County dated as of March 1, 1989
(11SWDSA11), which primary definition is attached hereto as Appendix
A; all of which definition is incorporated herein by reference. In
addition, all solid waste delivered to Company for disposal must
conform to all applicable federal, state and local laws,
regulations, rules, orders and permit conditions relating at
anytime to the transportation and disposal of solid waste. In
addition, notwithstanding its inclusion within the definition of
Processable Waste, the Customer will not deliver and the company is
not required to accept yard trash as defined by FAC chapter 17-701,
except only in the event Customer has requested and Company has
given prior consent to deliveries of trash. Further, the fact that
Company consents to and/or accepts trash from time to time shall
not constitute a waiver of strict compliance with the terms hereof
regarding future deliveries, nor constitute a consent to allow or
accept any future deliveries of trash.
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3. Terms of Agreement. This Agreement shall commence on
October 1, 1995 (the "Effective Date") and shall continue in full
force and effect for a period of one (1) year, unless terminated in
accordance with the provisions set forth in this Agreement.
4. Rates for Disposal. Solid waste, as described in
Paragraph 2 above, shall be disposed of by Company for a fee of
$32/ton.
5. OQeratinq Rules.
(a) Company reserves the right to make and enforce
reasonable rules and regulations concerning the operation of the
Facility, the conduct of the drivers and others on the Facility
premises, and any other matters necessary or desirable for the
safe, legal and efficient operation of the Facility. Said rules
and regulations shall be applied in a reasonably equitable manner
to all entities disposing of solid waste at the Facility. Vehicles
delivering to the Facility on behalf of Customer shall comply with
any and all of said rules and regulations.
(b) Manner of Deliveries: Hours available for delivery
under this Agreement are Monday through Saturday except Christmas,
between the hours of 6:00 a.m. and 6:00 p.m. ("Normal Hours"). To
make deliveries of Processable Waste at other than the Normal
hours, prior approval must be obtained from Company, which approval
may be given or withheld from time to time in Company's sole
reasonable discretion. All deliveries shall be made by self -
powered mechanical unloading vehicles. All vehicles making
deliveries shall be weighed at the Facility prior to being unloaded
and shall be reweighed after unloading to establish a tare weight
of the vehicle, and in all instances such weights shall be
conclusive and binding on the parties providing scales of the
Facilities comply with State law. Tare weights will be validated
upon request of the customer or company. Only vehicles that have
been previously authorized by Customer and identified by Customer
to company shall be allowed to make deliveries to the Facilities on
behalf of Customer.
(c) Inspections: Company reserves for itself the right
to inspect any vehicle which it reasonably believes to be
delivering waste other than Processable Waste, and to deny
admission to any vehicle carrying any waste other than Processable
Waste. Should waste other than Processable Waste, delivered by or
on behalf of Customer, be unloaded prior to detection, Company
shall cause such waste to be promptly removed and disposed of as
required by law and Customer shall pay all verifiable costs
incurred for such removal, transportation and disposal. Company
shall use reasonable commercial efforts to minimize said costs.
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(d) Company shall have the right to refuse disposal of
any waste which does not conform to the requirements of this
Agreement or to any applicable law, regulation, rule, order, or
permit condition.
(e) In the event that Customer's vehicle should become
incapacitated or unable to move while on the Facility premises, the
Facility may, but shall not be obligated to, provide assistance in
moving the vehicle. In such circumstances, Customer agrees that
- Company shall not have liability for damage to Customer's vehicle
or property while providing such assistance.
6. Delivery and Acceptance. Customer shall deliver to
"Company all the waste which is under Customer's control and which
is collected by Customer, semi -weekly from commercial accounts (if
any) and residences at curbside, as well as similar materials
otherwise collected (e.g., at special events), except that such
deliveries shall be subject to the provisions of Paragraph 2 above.
7. Billing and Payment; Agreement Amendment. Customer shall
pay all invoices in accordance with the Florida Prompt Payment Act,
Chapter 218, Part VII, Florida Statutes, as amended. Not
withstanding any other provision in the Waste Disposal Agreement by
and between Wheelabrator South Broward and the City of Miami
bearing the Effective Date of October 1, 1994 (the 1994 Agreement),
the Company hereby agrees the Customer shall satisfy all of its
obligations under paragraph 6 of the 1994 Agreement by its delivery
of all waste as described in paragraph 6 hereof which is under the
Customer's control between July 13, 1995 and the Effective Date
hereof.
B. Rights of Disposal. Company reserves the right to deny
to the Customer access to the Facility in the event of breach or
violation by Customer of any of: the terms of this Agreement; the
Company's operating rules or regulations; or applicable laws,
rules, regulations, orders or permit conditions that are applicable
to Company or the Customer. For all purposes hereof, Facility
shall mean and deliveries shall be made to: the Resource Recovery
Plant located at 4400 South State Road 7, Ft. Lauderdale,Florida.
If the company is unable to accept the Customer's waste, the
Customer's waste may be diverted to another Disposal Facility. In
such an unlikely event, the company shall pay all additional costs
of the diversion incurred by the City, when diverting to a disposal
facility- within 25 miles of the facility or the City under the
direction of the company.
9. Limitation of Liability and Indemnity. Neither Party nor
its officers, directors, partners, agents, subcontractors, vendors,
servants, employees, affiliates, parent, subsidiaries or respective
successors or assigns shall be liable to the other Party for claims
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4141 A
W y+f
for incidental, special, indirect or consequential damages whether
such claim for damages is based on a cause of action in warranty,
negligence, strict liability, contract, operation of law or
otherwise. The Parties agree to use reasonable commercial efforts
to mitigate any direct damages.
Subject to the limits of Section 768.28(5), Florida
Statutes as to City's obligation hereunder, each party shall
indemnify, defend and hold harmless the other party, its officers,
directors, agents, and employees against all loss, claims, damage,
expense, and liability to third persons including employees of
either party for injury to or death of persons or damage to
property, proximately caused by the indemnifying party's
performance or non-performance of its obligations as set out in
this Agreement (except to the extent caused by the indemnified
party's negligence or willful misconduct). The provisions of the
immediately foregoing paragraph regarding limitation of liability
and of this paragraph shall survive termination of the Agreement.
10. Insurance. Company recognizes that customer is a self -
insured entity under Section 768.28(14), Florida Statutes, and that
liability is limited to the amounts specified under Section
768.28(5) Florida Statutes.
11. Conditions Precedent. This Agreement shall be of no
legal force or effect unless and until it shall be executed and
delivered by both parties.
12. Breach of this Agreement and Remedies.
(a) Subject to the right of Customer and Company to
cure as provided in this paragraph, Customer or Company may cancel
or revoke this Agreement any time upon the failure of Customer or
Company to materially comply with any of its provisions. Before
cancelling or revoking this Agreement the cancelling party shall
send the defaulting party a ten-day written notice specifying the
failures) to comply with the material terms and conditions of this
Agreement. If the defaulting party fails to correct the specified
noncompliance within ten (10) days after said notice, then the
cancelling party shall have the right to cancel or revoke this
Agreement, so long as the default continues.
(b) The remedy set forth above is cumulative and in
addition to any other remedies afforded at law or in equity, and
any failure to assert a breach or any election of remedies shall
not constitute a waiver of any subsequent breach or a bar to other
or further remedies.
(c) Any obligation for the payment of money by Customer,
or otherwise arising from the conduct of either party prior to
termination, shall not be affected by such termination and shall
remain in full force and effect until satisfied, discharged or
waived.
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13. Excuse of Performance. The performance of any
obligations under this Agreement, except for the payment of money
for services already rendered, may be suspended by either party in
the event that such performance obligation is materially
affected.or is prevented by an act of force majeure. Force majeure
events shall include, but are not limited to: acts of God; acts of
war; riot or similar civil disturbance; fire; explosion; accident;
equipment failure; flood; sabotage; complete inability to obtain
adequate fuel or power; changes in governmental laws, regulations,
rules, permits (including existing limitations in permits which
hereafter become applicable or effective), approvals, requirements
(including new fees, assessments or impositions), orders or actions
which significantly affect either party; national defense
requirements; injunctions or restraining orders; strikes or other
labor disputes.
14. Notice. Whenever either party desires to give notice
unto the other, it must be in writing and sent by United States
Mail, Certified, Return Receipt Requested, or by telefax addressed
to the party for whom it is intended at the place last specified
pursuant to this article. The address designated for sending
notice shall remain such until it shall have been changed by
written notice in compliance with the provisions of this paragraph.
Notice shall be effective upon receipt of a telefax or five (5)
days after deposit into the mail. Notwithstanding the foregoing,
notice by fax shall not be effective unless confirmed by a copy of
the notice transmitted by certified mail, return receipt requested.
The parties designate the following as the respective addresses for
sending notice, to wit:
For Company:
WHEELABRATOR SOUTH BROWARD, INC.
Attn.
*Thomas D. Kirk,_ Plant Manager*
400 South State Road 7
Ft. Lauderdale, Florida
Fax:*581-6705
RONALD A. SHAPO, ESQ.
Shapo, Freedman & Fletcher, P.A.
2100 South Biscayne Boulevard
Suite 4750
Miami, FL. 33131
Fax: (305) 388-0521
*City of Miami*
*Attn: *Ron Williams*
*Assistant City Manager*
*1390 N.W. 20th St., Miami, FL*
Fax: *575-5187
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15. Recovery Energy and Materials. Customer shall have no
material interest in and shall not realize any financial benefits
from the revenues derived by Company from the sale of any energy or
material s recovered or otherwise generated from or by the
processing of Processable Waste at the Facility.
16. Miscellaneous.
(a) Governing Law. This Agreement shall be governed by
the laws of the State of Florida.
(b) Waiver. No indulgence, consent to or waiver of any
breach of any provision of this Agreement by an party hereto shall
be construed as a consent to or waiver of any other breach of the
same or any other provision hereof unless specifically acknowledged
in writing by both parties.
(c) Modification. No modification, release, discharge
or waiver of any provision hereof shall be of any force, effect or
value, unless in writing, signed by all parties to this Agreement.
(d) Severability. If any term, covenant or provision of
this Agreement shall be held to be invalid, illegal, or
unenforceable in any respect, the balance of this Agreement shall
remain in effect and be construed without regard to such provision.
(e) Assignment. This Agreement and the rights here
under are personal to the Customer and may not be assigned.
(f) Entire Agreement. This Agreement constitutes the
entire understanding between the parties, replacing and amending
any prior agreements between the parties, and shall be binding upon
all parties hereto, their successors, heirs, representatives and
assigns. There are no other agreements or understandings between
the parties, except as expressly set forth herein.
(g) Headings. The Section headings in this Agreement
are for convenience and reference only and in no way define or
limit the scope or content of this Agreement or in any way effect
its provisions.
(h) No Third Party Beneficiaries. This Agreement shall
be for the sole benefit of the parties hereto, and no other person
or entity shall be entitled to rely upon or receive any benefit
from this Agreement or any provision hereof.
(i) Attorney's Fees. In the event of any action at law
or in equity between the parties to enforce any provision of this
Agreement, the unsuccessful party to such litigation shall pay to
the successful party all reasonable costs and expenses incurred by
such successful party; and if such successful party shall recover
a judgment in any such action or proceeding, such expenses shall be
included in and as a part of such judgment.
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(j) Construction. The parties acknowledge and agree
that each party has participated in the drafting of this Agreement
and that the normal rule of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not
be employed in the interpretation of this Agreement.
17. Ownership of Documents. All documents developed by
Company under this Agreement shall be delivered to Customer by said
Company upon completion of the services and shall become the
property of Customer, without restriction or limitation on its use.
Company agrees that all documents maintained and generated pursuant
to this contractual relationship between Customer and Company shall
be subject to all provisions of the Public Records Law, Chapter
199, Florida Statutes.
It is further understood by and between the parties that
any information, writings, maps, contract documents, reports or any
other matter whatsoever which is given by Customer to Company
_ pursuant to this Agreement shall at all times remain the property
of Customer and shall not be used by Company for any other purposes
whatsoever without the written consent of City.
18. Nondelegability. The obligations undertaken by Company
pursuant to this Agreement shall not be delegated or assigned to
any other person or firm unless Customer shall first consent in
writing to the performance or assignment of such service or any
part thereof by another person or firm.
19. Audit Rights. Customer reserves the right to audit the
records of Company at any time during the performance of this
Agreement and for a period of three (3) years after final payment
is made under this Agreement.
20. Award of Agreement. Company warrants that it has not
employed or retained any person employed by the Customer to solicit
or secure this Agreement and that it has not offered to pay, paid,
or agreed to pay any person employed by the Customer any fee,
commission percentage, brokerage fee, or gift of any kind
contingent upon or resulting from the award of this Agreement.
21. Conflict of Interest.
(a) Company convenants that no person under its employee
who presently exercises any functions or responsibilities in
connection with this Agreement has any personal financial interest,
direct or indirect, with Customer. Company further covenants that,
in the performance of this Agreement, no person having such
conflicting interest shall be employed. Any such interests on the
part of Company or its employees, must be disclosed in writing to
Customer.
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(b) Company is aware of the conflict of interest laws of
the City of Miami (City of Miami Code Chapter 2, Article V), Dade
county Florida (Dade County Code Section 2-11.1) and the State of
Florida, and agrees that it shall fully comply in all respects with
the terms of said laws.
22. Independent Contractor. Company and its employees and
agents shall be deemed to be independent contractors, and not
Agents or employees of Customer, and shall not attain any rights or
benefits under the Civil Service or Pension Ordinances of Customer,
or any rights generally afforded classified or unclassified
employees; further he/she shall to be deemed entitled to the
Florida Workers' Compensation benefits as an employee of Customer.
23. Nondiscrimination. Company agrees that it shall not
discriminate as to race, sex, color, religion, national origin,
age, marital status or handicap in connection with its performance
under this Agreement.
Furthermore that no otherwise qualified individual shall,
solely by reason of his/her race, sex, color, religion, national
origin, age, marital status or handicap, be excluded from the
participation in, be denied benefits of, or be subjected to
discrimination under any program or activity receiving federal
financial assistance.
24. Minority Procurement Compliance. Company acknowledges
that it has bene furnished a copy of Ordinance No. 10062, the
Minority Procurement Ordinance of the city of Miami, and agrees to
comply with all applicable substantive and procedural provisions
therein, including any amendments thereto.
25. Contingency Clause. Funding for this Agreement is
contingent on the availability of funds and continued authorization
for program activities and is subject to amendment or termination
due to lack of funds, or authorization, reduction of funds, and/or
change in regulations.
Also please note:
IN WITNESS WHEREOF, the parties hereto have caused their
respective names and seals to be affixed to this Agreement by their
duly authorized representatives as of the day and year first stated
above.
95- 5'70
(As to
(NOTE: If COMPANY is not
a Corporation, two
witnesses must sign.)
Wz
CITY OF MIAMI, a municipal
Corporation of the State of
Florida
By
CESAR H. ODIO
City Manager
COMPANY:
By
(c A.,J T (Title)
(Seal)
APPROVED AS TO FORM AND
CORRECTNESS:
A. QUINN JONES, III
City Attorney
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40.41"
}
APPENDIX A
The term "Processable Waste" shall mean that portion of the solid
waste stream which is capable of being processed in a mass burn
resource recovery facility, including, but not limited to, all
forms of household and other garbage, trash, rubbish, refuse,
combustible agricultural, commercial and light industrial waste,
commercial waste, leaves and brush, paper and cardboard, plastics,
wood and lumber, rags, carpeting, occasional tires, wood furniture,
mattresses, stumps, wood pallets, timber, tree limbs, tires, and
logs, not separated at the source of generation or after collection
and held for purposes of recycling, but excluding Unacceptable
Waste and Unprocessable Waste, except, to the extent consistent
with the regulatory and permit requirement applicable to the
processing of waste by a mass burn resource recovery facility; such
minor amounts of such Unacceptable Waste and Unprocessable Waste
(other than hazardous waste) as may be contained in the normal
Processable Waste stream. [ILA Section 2.151
950613B.TDK.ch
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JUL�dJJ.i17J 1Jit
CITY OR MIAMI, FLORIDA
INT'EE-OFFICE 1!AEIY4t3!lANDUIdi
96
TO : The Honorable Mayor and DATE 7 FILE
Members of the City Commission
fir: Authorization to
Execute an Agreement
with wheelabrator Soi
FROM dio , froward
Cit a or 04LoauwEa
it.is respectfully recommended that the City Commission adopt the
attached resolution authorizing the City Manager to execute ai
Agreement, in substantially the attached form, betweei
Wheelabrator South Broward, Inc. (Whoelabrator), a non -minority
vendor, at an estimated amount of $2,560,000 annually. Fund. -
shall be allocated from Account Code No. 421301-531, Project No -
The Department of General Services and Solid waste, after
competitive negotiations, has determined that it is moss
advantageous to utilize Wheelabrator'ss facility to dispose of
proces>sable waste from the City of Miami, at a fee of $32.00 per
ton. Previously, the City disposed of its waste at Metropolitar
Dade County facilities at rates of $68.00 and $59.00 per ton.
The 1995-96 proposed rates are $54.00 and $45.00 per ton for lone
term agreements of 5 to 20 years, respectively. Wheelabratorlf
rate is less expeiieive to dispose of the same type of waste anc
results' in Considerable savings to the City. The term of the
agreement is one year.
Attachment.
.,95- 579
,T44P
Jui, !, 1`Jy; :1�LyhAi
l,l11 hilVI%I1LIa) off 1vL PI tuu I I
WASTZ L►Y2P00AL AGRBMMNT BY QW BETMilt= Y AINLASFATOR
SO= BROM_ Alm TSB CITY OF 1=
THIS AGREEMENT, made as of the 2g day of May 12.4, by and
betWelen, - Wheelab.rator South sroward a Florida Corporation, with
offices at 4400 South State Road 7, Ft. Lauderdale, Florida
("company") and T e Ci tg nf Miami, Florida, a Florida municipal,
corporation, with offices at I390 N W. 2Q St., biami, F
("Customer") .
W I T N E S S E "' H.
WHEREAS', Customer desires that Company provide disposal
facilities in Froward County, Florida (the "Fa " sa defined
herein), for certain residential/household and commercial solid
waste (as described herein) which Customer collects in and
"transports from MJ&Mi to -tip Facility; and
WHEREAS, Customer and Company hive agreed to this Agreement
for disposal of the customer's waste subject to terms and
conditions hereinafter set forth; and
NOW, THEREFORE, in consideration of the mutual covenants and
promises contained herein, and intending to be legally bound, the
partieshereto agree as follows:
. 1. So id Wasts Dietaoeal . Subject to the terms and
conditions contained herein, Company agrees to accept and dispose,
at tho Facility, Processable Waste dcalivet•ed by Customer.
2. P=cesyatble W ste, The following types of waste are the
only types of waste which Company can accept at the Facility. in
all events, customer agrees that it shall only seek disposal of
Proc:evsmble Waste. Processable waste shall have the definition it
has in that certain Solid Waste Disposal Service Agreement by and
betwaan WESI and Hroward County dated an of March 1, 1909
("SWDSA"), which primary definition is attached hereto as Angendix
a, all of which definition is incorporated herein by reference. In
addition, all solid waste delivered to Company for disposal must
conform to all applicable federal, state and local laws,
regulation®, `rules, orders and permit cocidltions relating at
anytime to the transportation and disposal of solid waste. In
addition, n.otwithatanding its inclusion within thw definition of
Processable Taste, the Customer will not deliver and the company is
not `required to accept yard trash as defined by PAC chapter 17-701,
ex.t:eyt 'only in the event Customer has requested and Company has
given prior consent to deliveries of trash. Further, the fact that
Company consents to and/or accepts trash from time to time shall
not constitute a waiver of strict compliance with the terms hereof
regarding future deliveries, nor constitute a consent to allow or
accept any future deliveries of trash.
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9 5 - 5170
1 vY Y V. •
Jul, f, lyy5 .1;LyAM Litt M11vRl4GtD vrrivn L1JLjU41%.1,
2 , ,berms oil grregWeat . Thic Agreement whall commence on
October i, 1995 (the "Fffeative patA") and shall continue in full
force and effect for a period of one (1) year, unlAss terminated in
accorda►uce with the provisions set forth in this Agreement.
q as Igr, Qjaboaai Solia waste, as described in
Paragraph 2 above, shall be disposed of by Company for a fee of
$32/ton.
S, goeratino Rules.
(a) Company reserves the right to make and enforce
reasonable rules and regulat,iona concerning the opaeraLion of the
:Facility, ;the conduct of the drivers and others on .the Facility
premises, and any other matters necessary or desirablN for the
cafe,:. legal and efficient operation of the Facility. Said .rules
,and regulations shall be applied in a reasonably, equitable manner
to all entities disposing of aolid waste at the Facility. , Vehicles
delivering to the Facility on behalf of Customer shall comply with
any and all of said rules and; regulations.
(b) Manner of Deliveriesc Hours available for delivery
under this Agreement are Mond&y through Saturday except Christmas,
between the hours of 6:00 a.m. and 6:00 p.m. ("Normal Hours"). To
make deliveries of Processable Waste at other than the Normal
hours, prior approval must be obtained from Company, which approval
may be given or withheld from time to time in Company's so1A
reaoonabl,e diacreklon. All, deliveries shall be made by self -
powered mechanical unloading vehicles. All vehicles making
deliveries shall be w^i ghed at the pacility prior to being unloaded
and shall be reweighed after unloading to establish a tare weight
of the vehicle, and in all instances such weights shall be
conulusive.anid binding on the parties providing scales of the
Facilities comply with State law. Tare weights will be validated
.upon request of the customer or company. only vehicles that have
been previously authorized by Customer and identified by Customer
to company shall be allowed to make deliveries to the Paeiliti.es on
behalf.of Customer. k
(c) znrpeoLione; Company reserves for itself the rig4t
to inspect any vehicle which it reasonably believes to be
delivering waste other than Procasaabla Waste, and to deny
admission to any vehicle carrying any waste other than Processable
.Waste. Should waste other than Processable Waste, delivered by or
on behalf of Customer, be .unloaded prior to detection, Company
shall cause such waste to be promptly removed and disposed of as
required by law and Customer aball yay all verifiable costs
Incurred for .such removal, transportation and disposal. Company
shall use reasonable commercial efforts to minimize said costs.
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4UI, ii jJl 1 60AM V111 A1tVA11441V V' i tb,"
(3) Company shall have the right to refuse disposal of
any waste which doses not conform to the requirements of this
'Agreement or to eny•applieaabla law, regulation, rule, order, or
permit condition. —
(e) In the event that Customer's vehicle should become
incapacitated or unable to move while on the Facility premises, the
Facility may, but shall not be obligated to, provide assistance in
moving the vehicle. In such circumstances, Customer agrees that
Company shall not.have liability for damage to Custnmar,s vehicla
or property while providing such assistance.
G. 3Y end Acueptignce'• Customer shall deliver to
Company all the waste which is under -Customer's control and which
is collected by Customer, n6mi-wrekly from commercial accounto.(if
any). and residences at ourbside, as well as similar materials
otherwise collected (e,g.,` at special events), except that such
deliveries shall be subject to the provisions of Paragraph 2 above.
7. Rillins and ayment i Agreement Men men customer shall
pay all invoices in accordance with the Florida Prompt Payment Act,
Chapter 218, Part VII, Florida Statutes as amended. Not
withstanding any other provision in the Waste Disposal Agreement by
and between Wheelabrator South Broward and the City of Miami
bearing the Effective Date of octobeer 1, 1994 (the 1994 Agreement) ,
the Company hereby agrees the Customer shall satisfy all of its
obligations under paragraph 6 of the 1994 Agreement by its delivery
of all waste as described in paragraph 6 hereof which is under the
Customer's control between July 13, 1995 and the Effective Date
hereof.
R , Rirrhts, of Diapoggl. Company reservpp the right to deny
to the Customer access to the Facility in the event of breach or
violation by Customer of any of: the terms of this Agreements the
Company's operating rules or regulations; or applicable laws,
rules; regulations, orders or permit conditions that are applicable
to Company or the Customer. Fox all purposers hereof, Facility
shall mean and,deliveriess shall be made to, the Resource Recovery
Plant located at 4$00 South State Road 7, Ft. Lauderdxle,Flori4a.
if the company. in unable, to accept the Customer's waste, the
Customer's waste may be diverted to another Disposal Facility. In
suoh tui unlikely event, the company shall pay all, additional costs
..of the diversion incurred by the City, when diverting to a disposal
-facility within 25-miles of the facility or the City under the
direction of,the company.
9. Limitiltign of L1W2j1_iJy, Neither Party nor
its officers, directors, partners, agents, subcontractors, vendors,
..eervanto; employees, affiliates, parent, esubaldiaries or reIspeu_lve
successors or assigns shall be liable to the other Party for claims
-3-
945- 5170
1• q� z �;
�ik4f'.tl� Ati1
Jdl, 1,-t-i�� 1 JUR1Y1 �ii� Al1v:�1rG1J lv1. Plltuul�lk I
for incidental, special,'indirect or consequential damage -a whethe.
such claim for damages is based on a cause of action in warranty,
'negligence, strict liability, contract, nperation of law o.
otherwise, The Parties agrea to use reasonable commercial efforts
to mitigate any direct —damages.
Subject to the limits of Section 768.28(5), Florida
Statutes as to cityy's obligation hereunder, each party shall
indemuiify, defend and hold harmless the other party, its officers,
directors, agents, and employees against all lose, claimaa, damags,
expenses, and liability to third persons including .employees of
either party for injury to or death of persons or damage to
property, proximately causaed by the Indemnifying party's
performance or non-performance of its obligations as set out . in
this Agreement (except to the extent caused by the indemnified
party's ncgligence or willful misconduct). The provisions of the
immediately foregoing paragraph regarding limitation of liability
and of this paragraph shah.ourvive termination of the Agreement.
10. J11s11r1►nce. Company recognizes that. customer is a welf-
insured entity under Section 768.28 (14) , Florida Statutes, and that
liability is limited to the amounts specified under 5ecti.on
768.28(5) Florida Statutes.
11. Conditions pier. dent. This A.grecment shall be of no
1--gal force or effect unless and until, it- shall be executed and -
delivered by both parties.
12. Armart Q9 rib _Agroom ltand-Remadi e_s .
(a) Subject to the right of Customer and Company to
cure as provided in this paragraph, Customer nr Company may cancel
= revoke this Agreement any time upon the failure of Customer or
Company to materially comply with any of its provisions. Before
cancelling or revoking this Agreement the cancelling party shall
send the defaulting party a ten-day ,written notice specifying the
failure (s) to comply with the material tormsa and condi.tiazin of this
Agreement. it the defaulting party fails to correct the specifi,� d
noncompliance, within ten (1.0) days after said notice,. then the
cancelling party shall have the right to cancel or revoke this
Agreement,,'so long as the default continues
(b) The remedy set forth above. is. cumulative and in
addition to any other remedies afforded:at law or in equity,. and
any failure to assert a breach or any election of remedies shall
not constitute a waiver of any subsequent breach or a bar to -other
or further remedies.
(c) Any obligation for the payment of money by cuutomer,
or otherwise arising from the conduct of either party prior to
termination, shall not be affected by such termination and shall
remain in full force and effect until ,satisfied, discharged or
waived.
4-
Y
Jut. 1,4k I:�U111Y1 I4111 Alival+Li1) Vri'1vL
13Excuse of Performance„. The performance -of any
obligations under this Agreement,_except for the payment of money
—for morviceg already- rendered, may be suspended by either p4rLy in
the event that such performance obligation is materially
affected or is prevented by an act of force majoure. Force majeur*
events shall include, but are not limited to: acts of Cod; acts of
war; riot or.similar civil disturbance; fire; explosion; accident;
equipment failure; flood; ad-LuLaUe; complete inability to obtain
admquate fuel or power; changes in governmental laws, regulations,
rules, permits (including existing limitations in permits which
hereafter become applicable or effective), approvals, requirements
(including new fees, assessments or impositions) , orders or actions
which significantly affect either party; national defense
requirements; injunctions or restraining orders; strikes or other
1;%bardisputem .
14. Notice. Whenever either party desires to ctive notice
unto the other, it must bw- in writing_ and sent by United States
Mail, Certified, Return Receipt Requested, or by telefax addressed
to `tha party for whom it i.a intended,at the place 14ut specified
pursuant to this article. The address designated for sending
notice shall remain such until it shall have been rhwmged by
written notice in compliance with the provisions of this paragraph.
Notice shall be effective upon receipt of a telefax or five (5)'
days aft.*-w deposit into the mail. Notwithstanding the foregoing,
notice by fax shall not be effective unless' confirmed by a copy of
the notice transmittod by certified mail, return receipt requested.
The parties designate the -following as the respective addresses for
sending notice, to wit:
For Company: WR0LABRATOR SOUTH SROWARD, INC.
_ Attn.
*Thgmas D.Kirk. Plant Manager*
400 South State Road 7
Ft, Lauderdale, Florida
Fax:*581=6705 +�
RONALD A. SHAPO, ESQ .
Shapo, Freedman a Fletcher, P.A.
2100 south -Biscayne Boulevard
Suite 4750
Miami, FL. 33131
Fax: (30S) 388-0521
*may ofMiami*
*Attn: *B,o lliama*
*Aeistant City Manager*
*1390 N.W. 20th. St. a Miami. FL*
Fax: *575-05187 �
-5-
.. 95-- 5170
ill i N11VOL 10 VP," i+,G Ali tntuiid -
is, treeovezv EnMM g eriala . Customer shall have no
material interest in and shall, not realize any financial benefits
from 'thOk revenues derived by company from the sale oC any energy or
material s recovered or otherwise generated from or by the
processing of Processable Waste at the i:acility,
is Miilgglls.neous .
(a) Gove ingc Law. This Agreement shall be governed by
the laws of the State of Florida •
(b) waiver. No indulgence, consent to or waiver of any
breach of any provision of this Agreement by an party hereto shall
be construed as a consent to or waiver of any other breach of the
same or any othotr provision hereof unless specifically acknowledged
in -writing by both parties.
Ac) Modification. No modification, release, discharge
or waiver of any provision hereof shall be of any force, effect or
vaclue, 'unless in writing, signed by all parties Lei this Agreement.
(d) Sgverability. If any term, covenant or prevision of
this Agreement shall be held to be invalid, illegal, or
unenforceable in any respect, the balance of this Agreement shall
remain in effect and be c;o;Lutrued without regard to such provision.
(s) Anal 2MMAnt. Trig Agreement and the rights here
under are personal to the Customer and may not be assigned.
(f) gnt re Agreement. This Agreement constitutes the
entire understanding between the parties, replacing and amending
any prior agreements between the parties, and shall be binding upon
all parties hereto, their successors, heirs, representatives and
assigns. There are no other agreements or understandings betwa^n
the parties, except as expressly set forth herein.
(gr) U2ad�4• The geution headings in this Agreement
are for convenience and reference only and in no way define or
limit the scope or content of this Agreement or in any way affect
its provisions. L
(h), No_ Third party gene iciaries. This Agreement shall
be for the sole benefit of the parties hereto, and no other person
or entity shall' be entitled to rely upon or receive any benefit
from this Agreement or any provision hereof.
(i)`.ttorneva, In the event of any action at law
or in equity between the parties to enforce any provision of this
Agrcement,' the unsuccessful party to such litigation shall pay to
the successful party all reasonable costs and expenses incurred by
such successful party; and if such succenaftl party shall recover
a judgment in any such action or proceeding, such expenses shall be
included in and as a part of such judgment.
-s-
95- 570
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l J:xiY, (Jl i l Al vG P1AIUIII: � .
1 ,
(j) ConatrugtLQ11. The parties acknowledge and agree
that each party has participated in the drafting of this Agreement
and that the normal. rule of conatrubtion to the effect L-hat any
ambiguities are to be resolved against the drafting party shall not
be employed in the interpretation of this Agreement.
17. g=ershJP of Documents. All documents developed by
ConTany undar this Agreementshall be delivered lv Customer by said
Company upon completion of the services and shall become the
property of Customer, without restriction or limitat-; on on ite U60.
Company "agrees that all documents maintained and generated pursuant
to this contractual relationship between Customer and Company shall
be subject to all provisions of the Public Records Law, Chapter
199, Florida Statutes.
it is further understood by and between the parties that
any -information, 'writings, maps, contract documents, reports or any
other matter whatsoever which is given by Customer to Company
pursuant ,to this Agreement shall at all times remain the property
of Customer and shall not be used by Company for any other purposes
whatsoever without the written consent of City.
is. No�delegabi ity. The obligations undertaken by Company
pursuant to this Agreement shall not be delegated or assigned to
zany other parson or firm unless Customer ahall first consent in
writing to the performance or assignment of such service or any
part thereof by another person or firm.
19. Audit Rights. Customer reserves the right to audit the
records of Company at, any time during the performance of this
Agreement and for a period of three (3) years after final payment
is made under this Agreement.
20 Award of &=!lenient. Company warrants that it has not
employed or retained any person employed by the Customer to solicit
or secure this Agreement and that it has not offered to pay, paid,
or agreed to pay any person employed by the Customer any ferk,
commission percentage, brokerage fee, or gift of any kibd
contingent upon or resulting from the award of this Agreement.
21. Conflict of interest.
(a) Company convenants that no person under its employee
who presently exercises any functions or responolbilities in
connection with this Agreement has any personal financial interest,
direct or indirect, with Customer. Company further covenants that,
in Lhe performance of this Agreement, no person having such
conflicting interest shall be employed. Any such interests on the
paxt of Company or its employeoa, must be disclosed In writing to
Customer.
-7-
di
Jul, r, Inc .I:j Am till t111VALVD10 Vf!AVL 141rullI 1L ., ..
tb.) Company is aware of the conflict of interest laws of
tha City of Miami (City of Miami Code Chapter 2, Article V), Dade
county. Florida (Dad* County Code Section 2-11.1) and the State of
Florida, and agrees that it shall fully comply in all reacts with
the terms of said laws
22. IndenendenC Comta _gr. Company and its employees and
agents shall be deemed to be independent contractors, and not
agents or employees of Customer, and shall not attain any rights or
hs.tnefita under the Civil Service or pension Ordin*naesr of CuatomeX,
or, any rights generally afforded classified or unclassified
employees; further he/she shall to be deemed entitled to the
Florida Workers, Compensation benefits as an employee of Customer.
23. Mandi_aariminhtion. Company agree* that it ehal-!6- not
discriminate as to race, sex, color, religion, national origin,
age, marital status or handicap in connection with its performance
under this Agreement, ._
FurLhermuros LILul no utherwise qualified individual shall,
solely by reason of hie/her race, sex, color, religion, national
origin, age, . marital status or handicap:, he% excluded from the►
participation in, be denied benefits of, or be subjected to
discrimination under any program or activity receiving federal
financial . asasistance .
24. _ M; riori ty Droour®me_&t ompi a snag. Company sokrlowlcdgaca
that it has bone furnished a copy of Ordinance No. 10062, the
Minority Procurement Ordinance of the city of Miami, and agrees to
comply with all applicable substantive and procedural provisions
therein,_ including any amendments thereto.
25. Contingongy Clause. Funding for this Agreement is
contingent on the availability of funds and continued authorization
for program activities and is subject to amendment or termination
due to lack of funds, or authorization, reduction of funds, and/or
change, in regulations.
r
Also please notes
IN WITNESS WHEREOF, the parties hereto have caused their
respective nacres and seals to bo afixed to this Agreement by their
duly authorized representatives as of the day and year first stated
above.
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., 95- 5170
,Iw i
♦1 VI YYV1 �M'
(As to C M ANY1
I JLHuI V 11 1 1111 V11411.16 Vl'i i VL 1-4LI All 1 u nv, yyV l , 1
APPENDIX A
The term "procissable Wastall shall mean that portion of the solid
waste stream which i e capable of being procecoad in a mass burn
resource recovery facility, including, but not limited to, all
forme of household and. other garbage, trash, rubbish, refuse,
combustible agricultural, commercial and light industrial waste,
commercial waste, leaves and brush, paper and cardboard, plastics,
wood and lumbar, raga;'carpeting, accaaional Lirea, wood furniture.,
mattresses, stumps, wood pallets, timber, tree limbs, tires, and
logo,' not separated at the source of generation or after collection
and head for purposes of recycling, but excluding Unacceptable
Waste and Unprocessable Waste, except, to the extant consistent
with the regulatory and Permit requirement applicable to the
processing of waste by a mass burn resource recovery facility; such
minor amounts of such Unacceptabia Waste and Unproceeeablo Waste
(other than hazardous waste) as may be contained in the normal,
Processaable Waste stream. [ILA Section 2.151
k
��- 5170
H
9 9 Mana Gonzalez
Candidate Miami City Commission
July 6, 1995
Lou
IRV 0
Mr. Donald H. Warshaw
Chief of Police
400 N.W. Second Avenue
Miami, Florida 33128
RE: My 1995 Th= Arrest _and
Seven prevlous ones
Dean Chief Warshaw: ;
It has,'always been my theory that all of my arrests by your "Blue Brothers" are a part
of a subtle and clever conspiracy that has reached your boss. Mr. Cesar Odio with the
consent of some of the Miami City Commissioners.
Conspiracy is a chain of many links and this one is politically motivated, since Mr.
Odio knows that I know too much about him. Well, if he cannot stand the heat, he should
get out of the kitchen, to paraphrase Harry Truman.
You all should know that you are Public Servants and more specifically the Police
is to protect and serve the citizens, not to harass and intimidate honest and decent men.
Please also remember that no man is above the law and no man below it; and that injustice
anywhere is a threat to justice everywhere, sapient words of Martin Luther King.
In my three pending Criminal Arrests the real truth will definitely come out,
hopefully with the help of Honest IDetectives from your department. Remember that in this
world there is no god higher than Truth: and that he who permits himself to tell a lie once,
finds it much easier to do it, a second time.
I sincerely hope that you assign honest detectives to pursue a thorough investigation
of the pending Criminal Arrests. Expecting your reply.
Respe fully Yours, i
C-
cc: CesarMann ez 9 5 -' S 7 0
Olio y ,
Miami City Commissioner et al
2469 S.W. 14th Street - Miami, FL 33145 - Telephone (305) 643-6149
Submitted into the p,_ j"
record In connec°ion xvf a
Item `ZYa- on—2_-,e.3
Walter Foeman
City Clerk
411.
UU 23" VO :I ."JUD a4l lual
-----------------
METROPOUTAN DADE COUNTY
CORRECTION AND REHA131LIT"A"nON DEPARTMENT
JAIL BOOKING RECORD ii
GORNAGAV GONZ
-2469 SW
MIAMI CITY AND STATS Fr, 1?-.45
NUMBER
119,9ME1522 'WBEACON BLVD AND 7
RIGHT THUMB PRIN
Submitted into the pqblir,
record in cOnnection-with
item 19 k- on
W0,s�r Foemam
City clerk
"ki-14