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06/06/1989 AgreementAGREEMENT BETWEEN MONROE COUNTY, FLORIDA AND GEOTECH INDUSTRIES, A DIVISION OF CONSOLIDATED MINERALS, INC. IS AGREEMENT is made and entered into as of this 4v ' day of 1989, by and between Monroe County, Florida and GeoTech ndustries, a division of Consolidated Minerals, Inc. WITNESSETH: Whereas, Monroe at its landfill and Whereas, the County has determined that it is in the best interest of it's citizens to have the tires shredded prior to disposal; and Whereas, GeoTech Industries has capabilities and expertise to shred tires. Now therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: County has received or will receive for disposal an estimated one thousand tons of tires per year; ARTICLE 1 DEFINITIONS "Agreement" shall mean this agreement between the County and GeoTech, as it may be amended from time to time. "County" shall mean the County of Monroe, Florida, and its duly authorized representatives. "Facility" shall mean GeoTech's mobile tire shredding equip- ment, including self contained power source, front end loader and other equipment to reclaim, process and Shred Waste Tires. "GeoTech" shall mean GeoTech Industries, a division of Con- solidated Minerals, Inc. "Landfill" shall mean the Monroe County's Volume Reduction Plant at Key Largo and/or the Volume Reduction Plant at Long Key. "Shred" shall mean to cut waste tires into sufficiently small parts such that 70% of the Waste Tire material is cut into pieces 4 square inches or less and 100 per cent of the material is 32 square inches or less. 1 "Tire" shall mean the continuous solid or pneumatic rubber cover encircling the wheel of a highway motor vehicle. "Waste Tire" shall mean a whole Tire that is no longer suitable for its originally intended purpose because of wear, damage, or neglect. ARTICLE II OPERATION OF THE FACILITY Section 2.01 Shredding Operation GeoTech shall cut the Waste Tires deposited at the Landfill into Shreds, as defined herein. This activity shall include reclaiming the Waste Tires from storage, feeding tires to the shredder, screening out oversize pieces, recycling the oversize back to the shredder, and conveying the properly sized Shreds to a container, weighing the container on the County's scales, and discharging the Shreds on the ground at the Landfill. GeoTech will provide all equipment, machinery, labor and supervision necessary to Shred Waste Tires, and as necessary, remove any oc- casional rims from Waste Tires prior to shredding. Section 2.02 Commencement of Work GeoTech shall mobilize it's Facility to Shred Waste Tires at the Landfill within 30 days after notification by the County, but in any case shall commence shredding tires no later than Septem- ber 30, 1989. All Waste Tires accumulated at one Landfill shall be shredded prior to GeoTech moving to the other County Landfill. Section 2.03 Subsequent Shredding Operations GeoTech shall return it's Facility to each Landfill within 90 days after completion of the prior shredding operation, and shall proceed to shred all Waste Tires accumulated in the in- terim, for the term of this Agreement. GeoTech will notify the County within ten (10) days of when it expects to return to the Landfill. Section 2.04 Work Area The County, at no cost to GeoTech, shall provide an ap- propriate work area closely adjacent to the Waste Tire pile. This area should be relatively level, well drained and away from the traffic of refuse trucks. Section 2.05 Operating Hours GeoTech will Shred Waste Tires during normal landfill operating hours. 2 ' Section 2 06 Weighing The County will weigh all Shreds on certified scales, and will provide a copy of all weigh tickets to GeoTech on a daily basis. Section 2 07 Safety GeoTech shall observe all speed limits, traffic signs and other safety regulations of the Landfill. Section 2.09 Waste Tire Storage The County shall use all reasonable care to segregate Waste Tires from other waste matter at the Landfill. The Waste Tires to be reclaimed from storage and shredded by GeoTech shall be reasonably clean and free from dirt, rocks and other extraneous matter. ARTICLE III COMPENSATION Section '�01 Fee for Shredding As compensation for Shredding Waste Tires, the County shall pay to GeoTech the following: A. For existing stockpiles, and all tires Shredded during first mobilization to each Landfill: $49.00 per ton of tires Shredded, $2,900 for the cost of mobilization to Monroe County, $900 for the cost of each mobilization within Monroe County, $2,900 for demobilization, and $1.00 for each rim removed. B. For all tires Shredded during any one mobilization sub- sequent to the first demobilization: $79.00 for the first 99 tons Shredded, $59.00 for all tons in excess of 99 tons up to 249 tons, $48.00 for all tons in excess of 249 tons, $2,900 for the cost of mobilization to Monroe County, $900 for the cost of each mobilization within Monroe County, $2,900 for demobilization, and $1.00 for each rim removed. The tonnage of tires Shredded at both Landfills shall be combined during any one mobilization trip to the County in order to obtain the lowest price per ton. C Section 3.02 Billing and Payment GeoTech shall invoice the County for work at each Landfill at the completion of shredding all Waste Tires at the Landfill. Each GeoTech invoice will include copies of the relevant County's weighbill tickets of tire shreds. The County shall remit payment to GeoTech within 10 days after receipt of the invoice. Section 3.03 Disputes In case of dispute over an invoice, the County shall pay the undisputed amount, and the parties shall cooperate to provide documentation and to otherwise promptly settle the dispute. ARTICLE IV INSURANCE AND BONDS Section 4.01 Performance Bond GeoTech will provide a Performance Bond or Letter of Credit with a rating of 'A' or better in the amount of $50,000.00 prior to commencement of work. Section 4.02 Insurance GeoTech will maintain insurance coverage for the duration of the Agreement in the amounts shown below or greater. Workman's Compensation Per Florida Statute General Liability $1,0002000.00 Automobile Liability $ 500,000.00 ARTICLE V TERM Section 5.01 Initial Term The initial term of this Agreement shall begin immediately upon the effective date of this Agreement as set forth in the first paragraph hereof, and the Agreement shall remain in effect for an initial term which shall end twenty four months later. ' 0 01190WAM-- -- ON- - M Section 6.01 Events of Default The following shall constitute an Event of Default: 1. The persistent or repeated failure or refusal by either party to substantially fulfill any of its obligations under this Agreement. 2. Failure by the County to make any payment to GeoTech within 15 days of the date such payment is due. 3. Failure by GeoTech to commence shredding tires within 90 days of completion of the prior shredding operation. 4. The filing by or against either party of a petition seeking relief under the Federal Bankruptcy Act or any Federal or State statute intended to provide relief for political subdivisions which are insolvent or unable to meet their financial obligations. Section 6.02 Termination In the event of an Event of Default, the non -breaching party may terminate this Agreement upon written notice to the.breaching party. Termination shall not affect the liability of either party for obligations arising prior to such termination. ARTICLE VII FORCE MAJEURE Section 7.01 Events of Force Majeure Except for each party's payment obligations herein and as otherwise provided in this Agreement, either Party shall be ex- cused from performance when its non-performance was caused directly or indirectly by an event that was not reasonably forseeable, was beyond reasonable control, and was not caused by its negligence or lack of due diligence. Such events or cir- cumstances include, but are not limited to, acts of God, war, riot or insurrection, blockades, embargoes, sabotage, epidemics, fires, hurricanes, floods, sinkholes, catastrophic failures, changes of law, strikes, lockouts, or other labor disputes. Section 7.02 Remedies The party suffering an occurrence of force majeure shall remedy with all reasonable dispatch the cause(s) preventing the carrying out of this Agreement, provided however that the settle- ment of strikes, lockouts and other labor disputes shall be en- tirely within the discretion of said party, and it shall not be required to settle such labor disputes by acceding to demands which are unfavorable in the judgment of said party. ARTICLE VIII GENERAL CONDITIONS Section 8.01 Applicable Law The law of the State of Florida shall govern the validity, interpretation, construction and performance hereof. Section 8.02 Amendments No amendments to this Agreement may be made except made in writing signed by both parties. Section 8.03 Conflict of Interest GeoTech represents that it presently has no interest and shall not knowingly acquire any interest, either direct or in- direct, which would conflict in any manner with the performance of services required hereunder, as provided in Florida Statute 112.311. GeoTech further represents that no person having any such interest shall be knowingly employed for said performance. Section 8.04 Notices All notices herein required or permitted to be given or fur- nished under this Agreement shall be in writing, and shall be deemed sufficiently given and served if sent by mail, addressed as follows: 5 If to GeoTech: GeoTech Industries Consolidated Minerals, Inc. 1616 South 14th Street Leesburg, FL 32749-0300 Attention: Randy Thompson If to the County: Monroe County Municipal Services District 500 Whitehead Street Key West, FL 33040 Either party shall have the right to designate a different person and/or address by giving notice in conformity with this Section. Sect on 8 05 Headings Captions and headings herein are for the ease of reference and do not constitute a part of this Agreement. Section 8.06 Entire Agreement This instrument, including any appendices or attachments hereto, embodies the whole agreement of the parties, and there are no promises, terms, conditions or obligations other than those contained herein. This Agreement shall supersede all pre- vious communications, representations or agreements, either oral or written, between the parties hereto. Section 8.07 Limitation of Liability In no event shall the liability of either party under this Agreement, whether based on contract, warranty, tort (including negligence), strict liability or otherwise, extend to or include special, incidental, consequential or punitive damages of any kind whatsoever. IN WITNESS THEREOF, the parties have executed this Agreement as of the day and year first written above. A T T • DA1�IlYY Lr �O G4 Clerk 09 erk , 7 BOARD OF COUNTY COMMISSIONERS MONROE COUNT , FLORIDA BY: GEOTECH INDUSTRIES CONSOL DA D NERA S, I C. BY• APPROVED AS TO FORM AN11 p LEGAL SUFf lEIYC?: BY ___..___ ~ Attor y'