HomeMy WebLinkAboutPre Interlocal AgreementPage 1
INTERLOCAL AGREEMENT BETWEEN METROPOLITAN DADE COUNTY AND
CONTRACT CITIES FOR CITY USE OF THE COUNTY SOLID WASTE
MANAGEMENT SYSTEM
This Interlocal Agreement ("Agreement") is made and entered into this day of
1995, by and between Metropolitan Dade County by and through its Board of
Coifnty Commissioners ("County") and those municipalities whose names appear in Exhibit "A",
attached hereto and made part hereof, their successors and assigns, hereinafter referred to as
Contract Cities, to provide for use of the County Solid Waste Management System by
Contract Cities for their Solid Waste disposal and transfer needs.
BACKGROUND RECITALS
Whereas, the Metropolitan Dade County Board of County Commissioners (the "Board")
hereby finds and declares that it is necessary to the health, safety and welfare of the citizens of
Dade County to provide for Solid Waste disposal and management facilities and services; and
Whereas, the County desires to maximize the use of its Resources Recovery facility
processes and to extend the life of its landfills; and
Whereas, the Contract Cities desire to use the County Solid Waste Management
System for their Solid Waste disposal needs (and transfer needs, as applicable), at an agreed -upon
Disposal Fee rate (and Transfer Fee rate as applicable); and
Whereas, the Contract Cities desire to reestablish or continue their reliance on the
County Solid Waste Management System to satisfy Concurrency requirements of the Local
Government Comprehensive Planning and Land Development Regulation Act (Chapter 163, Part
II, F.S.) only as it applies to Solid Waste disposal capacity for the Solid Waste which each
Contract City collects for disposal, or that which is collected for it by third parties under
contract with the Contract City for disposal, and which is cotnmitted to the County for disposal
in the County Solid Waste Management System in accordance with this Agreement, and actually
disposed of therein; and
Whereas, the County and the Contract Cities desire to formalize their relationship
regarding Solid Waste disposal responsibilities consistent with the provisions of Section 403.706,
Florida Statutes.
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 nhracec cha1I he (Avon.
Page 2
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,
rule, requirement, ruling or ordinance, of the United States or any state or territory thereof, unless
(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 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 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, 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.
Concurrency - provision of certain public facilities specified in the State of Florida Local
Government Comprehensive Planning and Land Development Regulation Act ("the Act")
(specifically, Chapter 163, Part II, Section 163.3180 F.S.) by (a) county (ies), or (a) municipality
(ies) or a combination thereof, at a specified level -of -service stated in the Capital Improvements
Element of the comprehensive plan for the applicable jurisdiction(s), adopted pursuant to the Act.
Contract City (ies) - the municipal corporation or corporations existing under the laws of the
State of Florida, that enter into this Agreement with the County and whose names appear in
Exhibit "A" to this Agreement. For the purpose of this Agreement, the unincorporated areas of
Dade County, as delineated in Exhibit "D", shall be considered a Contract City.
County - Metropolitan Dade County, Florida by and through its Board of County
Commissioners.
Page 3
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.
Director - the Director of the Department of Solid Waste Management or his/her designee.
Exclusive Franchise or License - (a) contract(s) between a Contract City and a (limited
number of) third party contractor(s) for the right and privilege to collect Solid Waste from either
residential units or conunercial 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 Contract City a fee.
Fiscal Year - the period beginning October 1 of each year and ending September 30 of the
subsequent year.
Force Majeure - an act of God, epidemic, lightning, earthquake, fire, explosion, storm,
hurricane, flood or similar occurrence, strike, and act of a public enemy, or blockade, insurrection,
riot, general arrest or restraint of government and people, civil disturbance or similar occurrence,
which has had or may reasonably be expected to have a material adverse effect on the rights or
obligations under this Agreement, which by the exercise of due diligence the party relying
thereon as justification for .not performing any obligation under this Agreement shall not have
been able to avoid, and which is not the result of a willful or negligent action or omission of such
party.
Municipal Solid Waste (MSW) or Solid Waste or Waste - all discarded materials or
substances, exclusive of Source -Separated Recyclable Materials, which each Contract City
collects for disposal, or that which is collected for it by third parties under contract with the
Contract 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 Contract City a fee.
Page 4
Short -Term Disposal - delivery of Solid Waste to the County Solid Waste Management System
for disposal without having a minimum ten (10) year Waste disposal agreement with the County,
Short -Term Disposal Fee(s) - the fee(s) paid by private haulers or municipalities for Short -Term
Disposal of Solid Waste in the County Solid Waste Management System.
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.
Transfer Fee - the fee charged to transfer Solid Waste from County Solid Waste Management
System transfer stations to County Solid Waste Management System disposal facilities,
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.
ARTICLE 2
RESPONSIBILITIES OF THE COUNTY
A. Ft -vision of pisposal Capacity. The County shall provide MSW disposal capacity (and
transfer, as applicable) for the Solid Waste which each Contract City collects for disposal, or
that which is collected for it by third parties under contract with the Contract City for disposal,
and which is committed to the County for disposal in the, County Solid Waste Management
System in accordance with this Agreement. The provision of Solid Waste disposal services under
this Agreement shall comply with all applicable state and federal laws.
B. Pisposal Capacjty for Concurrency, The County shall maintain sufficient MSW disposal
capacity in the County Solid Waste Management System to comply with Concurrency
requirements of the Local Government Comprehensive Planning and Land Development
Regulation Act (Chapter 163, Part II, F.S.) only as it applies to Solid Waste disposal capacity for
the Solid Waste which each Contract City collects for disposal, or that which is collected for it
by third parties under contract with the Contract City for disposal, and which is committed to
the County for disposal in the County Solid Waste Management System in accordance with this
Agreement, and actually disposed of therein.
C. Standardization of Agreement. The terms of this Agreement shall' be substantially the same
for all Contract Cities.
Page 5
ARTICLE 3
RESPONSIBILITIES OF THE CONTRACT CITIES
A. Pelivery of MSW to County. Each Contract 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 Contract City for disposal, excluding Source -Separated Recyclable Materials, to (a)
County Solid Waste Management System facility(ies), at Disposal Fee rates as specified herein.
Contract Cities which have entered into Solid Waste disposal agreements with third party
contractors prior to July 28, 1995, the terms of which extend into the term of this Agreement for
a portion of Fiscal Year 1995-96, are not obligated to deliver Solid Waste to the County for that
portion of Fiscal Year 1995-96 covered by the third party agreements, copies of which are
incorporated herein as Exhibit "C". Such Contract Cities shall otherwise adhere to all terms of
this Agreement. Area(s) of unincorporated Dade County, as delineated in Exhibit "D", which
incorporate subsequent to the date of this Agreement shall comply with all terms of this
Agreement, unless expressly relieved from doing so by resolution of the Board.
The Director may identify particular facilities to which each Contract City shall deliver its Waste.
Any Contract 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 any Contract
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. No Contract City shall be
directed to deliver its Waste to a disposal facility which is farther from that Contract City's
boundaries than the closest county -owned disposal facility. No Contract City shall be directed to
deliver its Waste to a transfer facility which is farther from that Contract City's boundaries than
the closest county -owned transfer facility. In no case shall a Contract City be required to deliver
its Waste to a County Solid Waste Management System facility which is farther than twenty (20)
miles from that Contract City's nearest boundary in order to take full advantage of it rights
under this Agreement.
B. Use 9f Other Facilities Prohibited~ Each Contract 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 Contract City for disposal, 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. No Contract City shall
deliver any MSW it collects, or cause or suffer delivery of that MSW which is collected for it by
third parties under contract with the Contract City for disposal, other than Source -Separated
Recyclable Materials, to a materials recovery or recycling facility for the term of this Agreement.
C. Ranier CQ jracts, Each Contract 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 Contract 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.
Page 6
D. Disposal and Transfer Fees. Each Contract 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. Each Contract 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, each Contract 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
each Contract City of proposed Disposal Fee and Transfer Fee adjustments on the basis of
Change In Law. The Disposal Fee or Transfer Fee increase based on Change in Law shall fully
compensate the County for its increased costs. Each Contract 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 this Agreement, including, without limitation, tires, asbestos, construction and
demolition debris, and clean yard trash, if provided to the County for disposal.
E. Term of Payment. The County shall invoice the Contract Cities 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 term 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, each Contract 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 Contract 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 Contract City and the County Manager or his designee shall resolve the
dispute not later than sixty (60) days after the date upon which the disputed invoice was received.
Should a Contract City disagree with the determination of the County Manager or his designee,
It niav Tlllrcila on., ramarilr of r n,.r..,..I. ...:*1,1,.,IA .,......_.«+
Page 7
ABIKLEA
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 a Contract 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, from time to time,
require revalidation of the tare weight of any vehicle. Each Contract 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 each Contract City with monthly weighing records as may be
reasonably required by the Contract 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 weighi
scales are inoperable or are being tested, the facility operator shall estimate the quantity of nW
delivered using a schedule of estimated Waste material weights in accordance with Section 15-25, (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.
ARTICLELZ
SHORT-TERM DISPOSAL
The Contract Cities agree that the County Solid Waste Management System may accept MSW
on a Short -Term Disposal basis from private or municipal haulers, so long as the capacity to
receive Solid Waste delivered on behalf of any Contract City is not impaired, and provided that
such haulers shall pay (a) Short -Term Disposal Fee(s) of at least ten percent (10%) above that
charged to Contract Cites. The (a) Short -Term Disposal Fee(s) shall be established by separate
administrative order, which shall not become effective until approved by the Board. All Disposal
Fee revenues generated pursuant to this Agreement shall be used to pay County Solid Waste
Management System costs. This provision shall not inhibit the County from entering into
agreements with private haulers for delivery of Waste to County disposal facilities (with the
exception of agreements for delivery of Waste collected by (a) private hauler(s) under contract
with any municipality that is not a party to this Agreement, which shall be prohibited), the
minimum duration of which shall be ten (10) years, provided that the County shall not offer (a)
Disposal Fee(s) less than that agreed to herein by the Contract Cities to any private hauler for
the term of this Agreement.
Page 8
ARTICLE 6
RELATIONSHIPS 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. The obligations to this Agreement are not joint; the obligations
are separate and several between each of the Contract Cities and County.
ARTICLE 7
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.
ARTICLE 8
DURATION OF AGREEMENT
The term of MSW deliveries by each Contract City to the County under this Agreement shall
commence with the date of execution and shall remain in effect up to and including October 1,
2015. The Agreement shall be executed and approved by resolution of each Contract City's
governing body on or before September 30, 1995, unless a standard letter of intent to enter into
this Agreement is received by the County before October 1, 1995, in which case, the
Agreement shall be executed and approved by resolution of each Contract City's governing
body on or before December 1, 1995, and shall become effective upon execution by the County.
A copy of the resolution of approval shall be transmitted to the County Manager within five (5)
days following the date of each Contract City's approval.
ARTICLE 9
AGREEMENT GOVERNS; ENTIRE AGREEMENT
This Agreement shall govern and supersede any other ,Interlocal agreement between the
Contract Cities 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 10
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.
Page 9
ARTICLE I
REPRESENTATIONS OF THE CONTRACT CITIES
Each Contract City represents that (A) this Agreement has been duly authorized, executed and
delivered by the Governing Body of the Contract City, and (B) it has the required power and
authority to perform this Agreement.
ARTICLE 12
APPROVALS AND NOTICES
All notices, consents and other communications required, permitted or otherwise delivered under
this Agreement shall be in writing and be delivered either by hand with proof of delivery or
mailed by first class United States certified or registered mail, with return receipt requested,
postage prepaid, and in any case shall be addressed as provided in Exhibit "B", attached hereto
and made part hereof.
Changes in the respective addresses of Contract Cities provided in Exhibit "B" and of County
provided on the signature page may be made from time to time by either party by notice tot the
other party. Notices and consents given by mail in accordance with this section shall be deemed to
have been given five (5) business days after the day of dispatch, notices and consents given b
any other means shall be deemed to have been given when received. y
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.
NON -AS SIGNMENT
In no case shall a Contract City assign, transfer, convey or otherwise hypothecate any interest,
rights, duties, or obligations hereunder, or any
ty
attempts to assign, transfer, convey or otherwise hypothecate fthis Agreement the event oContract
h Cot rCact
City's rights, duties or obligations hereunder, or any part thereof, the County may at its Contract
terminate this Agreement with respect to that Contract City. option,
ARTICLEZ
RIGHTS OF OTHERS
Nothing in this Agreement, either express or implied, is intended to confer upon
other than the parties hereto any rights or remedies under or by reason of this Agreemen .person
Page 10
ARTICLE 1 G
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.
ARTICLE 17
FORCE MAJEURE
Neither party hereto shall be liable for its failure to carry out its obligations under this Agreement
during any period when such party is rendered unable, in whole or in part, by Force Majeure to
carry out such obligations, but the obligations of the party relying on such Force Majeure shall be
suspended only during the continuance of any inability so caused and for no longer period, and
such cause shall, so far as possible, be remedied with all reasonable dispatch. It is further agreed
and stipulated that the right of any party hereto to excuse its failure to perform by reason of
Force Majeure shall be conditioned upon such party giving, to the other party, written notice of
its assertion that a Force Majeure delay has commenced within five (5) working days after such
commencement. If there exists good cause for failure to give such notice, such failure shall not
prejudice any party's right to justify any non-performance as caused by Force Majeure, unless the
failure to give timely notice causes material prejudice to the other party.
ARTICLE 18
COUNTY EVENT OF DEFAULT
The failure by the County to substantially fulfill any of its material obligations in accordance with
this Agreement, unless excuses are justified by Force Majeure, shall constitute a "County event
of default". If a County event of default should occur, the affected Contract City(ies) shall have
all of the following rights and remedies which each may exercise singly or in combination: I. the
right to declare that this Agreement as it applies to the Contract City(ies) together with all
rights granted to the County hereunder are terminated, effective upon such date as is designated
by the Contract City(ies); 2. any and all other rights provided under federal laws and the laws
of the State of Florida. 3. in any event, the County shall maintain responsibility for any debts
owed to each Contract City for services provided under the terms of this Agreement.
Notwithstanding any other provision of this article, the Contract City(ies) shall not terminate this
Agreement for a "County event of default" unless the Contract City(ies) first give(s) the
County written notice of intent to terminate specifying the alleged default, and providing the
County a period of sixty (60) days from receipt of notice within which to cure such default.
Page 11
ARTICLE 19
CONTRACT CITY EVENT OF DEFAULT
Without limitation, the failure by a Contract City to substantially fulfill any of its material
obligations in accordance with this Agreement, unless excuses are justified by Force Majeure,
shall constitute a "Contract City event of default". If a Contract City event of default should
occur, the County shall have all of the following rights and remedies which it may exercise
singly or in combination: 1. the right to declare that all rights granted to the Contract City
hereunder are terminated, effective upon such date as is designated by the County; 2. any and
all rights provided under federal laws and the laws of the State of Florida. 3. in any event, the
Contract City shall maintain responsibility for any debts owed to the County for services
provided under the terms of this Agreement. Notwithstanding any other provision of this article,
the County shall not terminate this Agreement for a "City event of default" unless the County
first gives the Contract City written notice of intent to terminate specifying the alleged default,
and providing the Contract City a period of sixty (60) days from receipt of notice within which
to cure such default.
ARTICLE 2Q
FLORIDA LAW GOVERNS; VENUE IN DADE COUNTY, FLORIDA
This Agreement, regardless of where executed, shall be governed by and construed according to
the laws of the State of Florida, and venue shall be in Dade County, Florida.
ARTICLE 21
TERMINATION
This Agreement may be terminated upon mutual consent, in writing, between any Contract City
and the County .
ARTICLE 2Z
COUNTERPARTS
This Agreement may be executed in one or more counterpart(s), each of which shall be deemed
an original.
ARTICLE 23
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.
Page 12
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 Contract Cities named in Exhibit "A", have
caused this Agreement to be executed in theirs names by the Manager of each Contract City or
his designee, attested by the Clerk of each Contract City's governing body and has caused the
seal of each Contract City's governing body to be hereto attached, all on the day and year first
written above.
Attest:
Harvey Ruvin,
Clerk of the Board
B
METROPOLITAN DADE COUNTY,
FLORIDA, BY ITS BOARD OF
COUNTY COMMISSIONERS
By:
APPROVED AS TO FORM
AND LEGAL SUFFICIENCY BY:
Dade County Attorney's Office
Mr. Henry N. Gillman, Assistant County Attorney
111 N.W. lst Street, 27th Floor
Miami, FL 33128
Assistant Canty Attorney
..legegrity. dj-C-7 : ,.... / / _____-.. \ 2 t
ounty Manager % 9 ���� r�•
Metropolitan Dade County Florig * * ,.r
111 N.W. 1st Street, 29th Floor •.a• ........ ..
Miami, FL 33128
Page 13
WITNESS:
ATTEST:
City Clerk
[corporate seal]
CONTRACT CITY
By:
City of Miami
City Manager
11 day of Se,Y1\\3er , 1995.
APPROVED AS TO FORM:
i
Attorney
EXHIBIT C
WASTE DISPOSAL AGREEMENT BY AND BETWEEN WHEELABRATOR
SOUTH BROWARD AND THE CITY OF MXAMI
THIS AGREEMENT, made as of the ?4 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. 20 St., Miami, FL 33142
("Customer")•
W ITNESSET 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 WEST and Broward County dated as of March 1, 1989
("SWDSA"), 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 trash as defined in Appendix B attached
hereto, 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.
-1-
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. Operating 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.
-2-
(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 Facilitypremises, 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.
8. 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
-3-
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
failure(s) 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.
-4-
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:
With Copy to:
For Customer:
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. FIB*
Fax: *575-5187
-5-
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) #ieadinas. 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.
-6-
(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.
-7-
(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._
-8-
ATTEST:
CITY OF MIAMI, a municipal
Corporation of the State of
Florida
l?ii____,/
aAGA/6 '?e. By C---
,Wwt.ter Faeman
d'ir
City Cl'rk
ATTEST:
THOMAS W. KOEPPL
WITNESSES:
7)--149_1(
(As to COM
(NOTE: If COMPANY s not
a Corporatio., two
witnesses mus sign.)
APPROVE TO INSURANCE
REQUIS :
fit FLANK K. ROLLASON, Deputy Fire Chief
Risk Management
CESAR H. ODIO
City Manager
COMPANY:
By c7Zerk„,,,.
(Title)
THOMAS Sal k IRK
APPROVED AS TO FORM AND
CORRECTNESS:
A Q
Cit
4144
-9-
APPENDIX A
The term "Processable Waste" shall mean that
waste stream which is capable of bein p°rtion of the solid
resource recovery facility,9' processed in a mass burn
forms of household and other garbage,
but not limited to, all
combustible agricultural, commercial Band lightindustrial rwaste,
commercial waste, leaves and brush, paper and cardboard ce,
wood and lumber, rags, carpeting, occasional tires, wood furniture,
mattresses, stumps, wood pallets, timber, tree limbs,
tires, an
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 ma be
y contained in the normal
Processable Waste stream.
[ILA Section 2.15]
-10-
APPENDIX B
r
That portion of the waste stream that is collected at curbside
City cranes and deposited in rubbish trucks for transportation
disposal sites. This portion of the waste stream may include by
not be limited to to
notbeyard trash, rubbish, discarded furniture and
clothing, construction and demolition and
industrial items, or any material material, white goods,
residents outside of normal twice pert week ewas a collection as
referenced in paragraph 6. as
950613B.TDK.ch
-11-