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HomeMy WebLinkAboutprevious interlocal agreementSECOND 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 INTERLOCAL AGREEMENT BETWEEN THEM +� FOR USE OF THE COUNTY SOLD) WASTE MANAGEMENT SYSTEM BASED .UPON OCCURRENCE OF.A "CONDITION SUBSEQUENT" . • •. • • . Thi seco d Interlocal Agreement ("Agreement") is made and entered into this � day of • 1995, by and between Metropolitan Dade County by and through its Board of C my Commissioners ("County") and the City ofMiatni ("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 Bedminsters proposed MSW composting facility, in the event the facility ity 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 Tong -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, and 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, tile, rcquirty~clit• ruling or ordinance, or the I'lilted tit,ites or any st.ue or territory ther..'i', unless • (i) such law, regulation, rule, requirement, ruling or ordinance was on orprior 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 reby), 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.generaily,applicable to .transactions of the type contemplated or (ii) compliance with such law, regulation, rule requirement, ruling or ordinance was provided for in the Agreement; (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 Iaw, 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, owner, 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 lime to time. by the County Manager at his sole discretion Such additions or deletions may be made by use of an attachment hetetO without need liar fbrinal amendment to this Ai:vce;rme:it ge 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 tesidegtjal 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 Fiscal Year - the period beginning October 1 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. ge5 ARTICLE 2 PROVIDING FOR SUSPENSION OR TERMINATION OF THE RIGHTS AND OBLIGATIONS OF THE CITY AND THE COUNTY PURSUANT TO THE INTERLOCAL AGREEMENTZIETWEEN THEM FOR USE OF TI-Eg COUNTY SOLID WASTE MANAGEMENT SYSTEM BASED UPON OCCURRENCE OF A "CONDITION SUBSEQUENT" A. Detection of Occurrence of a "Copdition £ybsequent 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, I993,anek amended , a "Condition Subsequent" shall be deemed to have occurred, •' t7e.h.y _ s, 1114, •...,f. " w. (rt -' 4. MLa..L #w3 e..e.e•rcow.wi t< y+t fn. C IK % ' I a s e • .r No . II' -I. , t • e A. .1.4.44.12hd fir. M . 1r . 1- 71 ` B. Conse©yences of Occurrence of a "Condition Subsequent", 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 terms 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 County by the City of peDdinQ Occyrrence of a "Condition Subsequent", 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 TI-tE CITY A Delivery 9f hMSWso County. The City shall deliver all the MSW it collects for disposal, or cause delivery or 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 Dircctor may identify particular facilities to which the City shall -transfer Waste. The City may deliver its Waste •10 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-owne•d • dispos•al facility. The City shall not be. directed to deliver. its Waste to..a.transfer_ facility which is farther from the City'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 Cull advantage of it rights under this Agreement. B. Use pf Other Facilities ProJibiteda 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 Rattler 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 fornd 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 Icss than five percent (5%) The Disposal Fee and Transfer Ice shall not otherwise increase, unless as r•ccluired by Change in Law, as defined herein, which may occur at any time (hiring the term of" this Agreement The.: County shall mink' the ('ily cif proposed Disposal I•e.' and .I r;tnstct adlu,rMe•iir. on die basis c,l. Change hi I .iv 'I he Disposal I•e:e: 4./gad increase based on Change in Law shall -fully oompensate the County for its increased. costs. 'I' City shall pay prevailing disposal -fees for Waste materials for which the County charges oth e than the County Disposal Fee for the entire term of this Agreement, including, without limitation -tires, asbestos, construction and demolition debris, and clean yard trash, if provided to • th County for disposal. e E. Terms of payment. The County shall invoke the City for Disposal Fees, based on weighing records, by means of First Class U.S. Mail, within five (5)days of t County l month, commencing in the first • month after the effective date of this Agreeriient, anddco ti each nuing monthly thereafter for the term of this Agreement. In accordance with Section 218.74(2), Florida Statutes, as amended from time to time due from, and a yment , P a yment of Disposal Fees owed to the County shall be A shall be made by, the City forty-five (45) days from the date of receipt of the County's monthly invoice. F.Dkaufgalanzigging. 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 ce, 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 his designee shall resolve the dispute not Iaer than sixty (60) days after the date upon which the disputed invoice was received. Should the Ci disagree with the determination of the County Manager or his designee, it may ursue anyr ty at law except withholding payment. P remedy ARTICLE 4 WEIGHING 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 exterior of the vehicle. The County or its contractor may, from time tly and o time, require displayed on the dation of the tare weight of any vehicle. The City shall provide the County with nformation, 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 or MSW delivered using a schedule or estimated Waste material weights in accordance with Section 15-25, Subsections (b) and (d) of the Metropolitan Dade Courtly Code, as mnendcd Irony time to time The estimates shall lake the place of actual weighing records, when the scales are nit opetational The Comity shall use rea.u,nal)Ie eflinIs to maintain the• sccric•s in ;rn (Iper,il,lc c��rr�lrii��n age 8 " ' RELATIONSHIPS OF THE PARTIES • t • • Nothing in' this Agreement shill bedeemed te representative of the other party or to create any•.constitute atiy•pi�'y a �pertrier. agemt or 'locay .whatsoever between.the parties—, . • • • • of fiduciary responsibility of any kind ARTYCLE 6 ' HEADINGS ' ' ' . • • Captions and headings in this Agreement are for ease of reference only part of this Agreement and shall not affect the meaning or interpretation and do notn a erpretatton ofaay provisions herein. ARTICLE 7 APPROVALS AND NOTICES Notices and approvals required or contemplated by this Agreement shall be written and served or mailed, by registered or certified United States mail, with return receipt requested,Ito the following address: To County: Metropolitan Dade County Florida . 111 N.W. Ist. Street, 29th Floor Miami, FI. 33128 Attn.: County Manager Phone: (305) 375-5311 cc: Department of Solid Waste Mansgene nt 8675 N.W. 53rd Street Suite 201 Maori, FL 33166 Attn.: Department Director Phone: (305) 594-1520 Dade County Attorney's Office 111 N.W. 1st Street, 27th Floor Miami, FL 33128 Attn.: Mr. Henry N. Gillman, Assistant County Attorney Phone: (305) 375-1178 To City: City of Miami 3 500 Pan American Drive Miami, FL 33133 Attn City Manager Phone (3O) 250-54( ( ARTICLE/ • AGREEMENT GOVERNS; ENTIRE AGREEMENT ' ' This Agreement shall govern and supersede any other Intertocal'agreametit betW6en the Cityarid the County with regard to use of the County Solid Waste Management System. This writing enibodiles, the entire,,Agteetnent.and,understanding between. the ,parties. hereto, .and Ahem 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 2 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 CITY 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 It 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, translcr, convey or otherwise hypothecate any interest, rights, duties, or obligations hereunder, or any pan thereof' In the event the City attempts to assign, transfer, convey or olhcrwisc hypothecate this A recntrnl or the City's rights, duties or $10 tigations hereunder, . or tiny . part thereof~ the . County. may at . its option, .. terminate this ..Agreement. ., • •ARTICLE RIGHTS OF OTHERS No'thiiiiin thin Agreernent,'either express or implied, is intended to confer upon any person other than the parties hereto any rights or remedies under or by reason of this Agreement. ARTICLE I5 WAIVER There shall be no waivet of any right related to this Agreement unless that such waiver is in wrigstned by the ply waiving such right. No delay or allure to exercise a right under this Agreement shall impair such right or shall be construed to be a waiver thereof Any waiver shall be limited to the particular rights waived and shall not be deemed a waiver of the same right at a later time, or of any other right under this Agreement. ARTICLE 16 FLORIDA LAW GOVERNS; VENUE IN DADE COUNTY, FLORIDA te This Agreement, regardless of where executed, shall be governed by and construed according to Laws of the State of Florida, and venue shall be in Dade County,.Florida. ARTICLE 17 TERMINATION This Agreement may be ten ninated upon mutual consent in writing by all parties to this Agreement. ARTICLE 1$ COUNTERPARTS This 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 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. Attest: Harvey Ruvin, Clerk of'the Board IN wrr w,SS .. WHEREOF. Mqtropolitan, Dade, County,Florid#„ has caused � &greernent to .be executed in its name by .the County Manager ohis deal gnea attested. by the .. Clerk of the Board of County Commissioners and has caused the seal' of the Board of Count Commissioners to be hereto attached; and the City of Miami, ,Florida has caused this • Y to be executed in its name bytheAgreement .. Manager of the City or his designee, attested by the Clerk of the City's Council and has caused die seal of the governing body to be hereto attached, all on the day aria . year Hai written above: METROPOLITAN DADE COUNT(,.,.••... FLORIDA, BY ITS BOARD OF . tfQ ,sue• . COUNTY COMbIISSIONERS ;f;; r� v • Z m By:4 • rs County Manager CITY OF mum FLORIDA, BY ITS COUNCIL By: Clerk . J Fes. APPROVED AS TO FORM AND LEGAL SUFFICIENCY BY: APPROVED AS TO FORM AND LEGAL SUFFICIENCY BY: City Manager torney