07/20/1990 Agreementt
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BRANCH OFFICE
3117 OVERSEAS HIGHWAY
MARATHON, FLORIDA 33050
TEL. (305) 743 -9036
;Dannp X. Rotbage
CLERK OF THE CIRCUIT COURT
MONROE COUNTY
500 WHITEHEAD STREET
KEY WEST, FLORIDA 33040
TEL. (305) 294 -4641
BRANCH OFFICE
P.O. BOX 379
PLANTATION KEY, FLORIDA 33070
TEL. (305) 852 -9253
M E M O R A N D U M
To: Tom Brown, County Administrator
From: Nancy Cohen, Deputy Clerk
Date: August 1, 1990
Re: Waste Management Standby Disposal Agreement
As you know, on July 20, 1990 the Board of County Commissioners
approved the Standby Disposal Agreement between Monroe County,
Florida and Waste Management Inc. of Florida.
Attached hereto is one duplicate original and one Xerox copy of
the above mentioned agreement, both of which have now been exe-
cuted on behalf of Monroe County. The original should be given to
your contractor and the Xerox copy kept in your own departmental
files.
Nancy C n, Deputy Clerk
Attachments
cc: Charles Aguero, MSD Director
Randy Ludacer, County Attorney
Taryn Medina, Finance Director
File
07/02/90
STANDBY DISPOSAL AGREEMENT
THIS AGREEMENT is made as of this 1st day of August, 1990 by
and between WASTE MANAGEMENT INC. OF FLORIDA, a Florida corporation
(the "Company ") and MONROE COUNTY, FLORIDA, a political subdivision
and body politic of the State of Florida (the "County ").
RECITALS
WHEREAS, County and Company have entered into an Operations
and Maintenance Agreement dated the same date as this Agreement
(the "O & M Agreement ") pursuant to which the Company will provide
waste transfer and disposal capabilities to the County;
WHEREAS, the Company owns and operates a sanitary landfill
located at 3000 Northwest 48th Street, Pompano Beach, Florida (the
"Central Disposal Sanitary Landfill" or the "Landfill "); and
WHEREAS, the County desires to reserve space at the Central
Disposal Sanitary Landfill, and the Company is willing to provide
Central Disposal Sanitary Landfill as a waste disposal site for the
County under the terms and conditions contained herein.
THEREFORE, in consideration of the foregoing and the covenants
contained herein, the parties agree as follows:
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1. Definitions Unless otherwise defined herein, all
capitalized terms shall have the same meanings as defined in the
O & M Agreement.
2. Term The term of this Agreement shall commence on the
date first written above and shall remain in effect for the longer
of (a) so long as the O & M Agreement is in effect between County
and Company, or (b) the term set forth in Section 3.1 hereof should
the Company default under Section 5.02 of the O & M Agreement; in
either case, unless otherwise terminated pursuant to Section 6 of
this Agreement.
3. Company Agreements
3.1 Acceptance of Waste During the term of this
Agreement, in the event the O & M Agreement is terminated by
County due to a default of such agreement by Company under
Section 5.02 of such agreement, the Company agrees to accept
for disposal up to a maximum of 95,000 tons per year of
Acceptable Waste delivered to the Landfill by or on behalf of
the County in accordance with the terms and conditions of this
Agreement. Subject to the terms of this Agreement, Company
shall accept Acceptable Waste from County for a period of four
(4) years from and after the date of termination of the O &
M Agreement as described in the preceding sentence. The
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County, with the concurrence of the Company, which concurrence
shall not be unreasonably withheld, shall have the option of
extending this Agreement for two (2) additional one (1) year
periods provided that it has made substantial efforts and
progress on a comprehensive plan to dispose of its solid waste
upon the termination of this Agreement. The Company may, at
its sole discretion, reject for landfilling and thereby
exclude from the definition of Acceptable Waste any waste
materials, the acceptance of which, in the Company's sole
determination, would be in violation of the Landfill's
operating permits or the acceptance of which, because of size,
weight, volume or content would be disruptive to the ongoing
business operations and maintenance of the Landfill.
3.2 Operating Expense The Company agrees to
provide at its sole expense such equipment, material and
personnel sufficient to operate and maintain the Landfill in
accordance with sound business practices and in compliance
with its operating permits from time to time in effect.
3.3 Operating Hours The Company agrees to keep
the Landfill open for receiving waste during ordinary business
hours and days as shall be determined by the Company which,
on a monthly basis, shall average at least forty (40) hours
and five (5) days per week of operations. From time to time
as changes occur and as holiday schedules are set, the Company
shall notify County in writing of such changes and holidays.
The Company shall use its best efforts to afford County a
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minimum of thirty (30) days notice of any such changes and of
holiday schedules. In addition, and to the extent permitted
by law, the Company shall exercise reasonable efforts to keep
the Landfill open for extended hours to receive Acceptable
Waste from the County in order to accommodate emergency
conditions or in order to accommodate special County requests
made by reasonable advance notice to the Landfill.
During extended hours of operation, the Company shall be
entitled to charge a reasonable surcharge not to exceed
fifteen percent (15 %) of the then - current disposal charges,
for the special service.
3.4 Permits and Licenses The Company shall use
such effort as it deems reasonable to seek to obtain and
maintain in effect all operating permits and approvals that
are from time to time required to operate the Landfill as a
sanitary waste disposal facility for the disposal of non-
hazardous waste (as that term is broadly interpreted or
defined from time to time by applicable laws, rules and
regulations). Notwithstanding the foregoing, if in the
Company's sole discretion, the Company deems it commercially
unreasonable to maintain required permits in effect, the
Company may allow such permits to lapse and curtail or cease
its landfilling operations accordingly. In the event of such
a decision by the Company, the Company will (a) immediately
notify the County of its decision to allow necessary permits
to lapse, and (b) use reasonable efforts to assist the County
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in locating an alternate disposal site.
3.5 Admittance of Waste Vehicles Pursuant to
Section 4.2, all vehicles operated by or for the benefit of
the County and intended to be covered by this Agreement shall
bear a County Identifier. The Company shall not provide any
vehicle bearing a County Identifier with access to the
Landfill unless the vehicle has first been weighed at the
weight scale located at the Landfill. The weights on such
scale tickets shall be the weight for which County shall be
charged.
4. County Agreements
4.1 Delivery of Waste Company shall accept a
maximum of 95,000 tons of Acceptable Waste per year. County
shall not be obligated to make deliveries of any minimum
quantity of Acceptable Waste. County shall assure that all
waste delivered to the Landfill pursuant to this Agreement is
Acceptable Waste. Company shall have the right to detain and
inspect the contents of all vehicles delivering waste to the
Landfill. If waste other than Acceptable Waste is delivered
to the Landfill pursuant to this Agreement by or on behalf of
County, Company shall have the right to refuse or reject such
waste, or if not detected prior to entering the Landfill,
Company shall have the right to remove such waste and assure
its proper disposal, all at County's expense. To the extent
any such improper waste delivery is made by or for the benefit
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of County, and such delivery disrupts the normal operations
of the Landfill, County shall be liable to Company, and upon
written demand of Company shall promptly reimburse Company,
for all damages which Company incurs as a result of such
delivery.
4.2 County Identifier County shall cause all
vehicles which are intended to be covered by this Agreement
and which are operated by or for the benefit of County to
display an easily identifiable number, decal, sticker or
symbol (a "County Identifier ") selected by County which
readily identifies the vehicle as one operating under an
agreement with County. It is understood by the parties that
waste in vehicles not bearing such a County Identifier shall
not be covered by this Agreement.
5. Landfill Fee
5.1 Fee The fees charged by Company hereunder
shall be Company's gate rate as offered to the general public
on the date waste is delivered. These fees shall be subject
to change, at Company's sole discretion, as Company deems
commercially reasonable or desirable and such changed fees
shall become effective thirty (30) days following notice
thereof to County.
5.2 Billing and Payment Company shall bill County
monthly for all Acceptable Waste delivered to the Landfill by
vehicles bearing a County Identifier. County shall pay such
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invoices within thirty (30) days after receipt. Past due
amounts shall bear interest at one and one -half percent (1k%)
per month. All payments hereunder shall be applied first
against accrued interest, if any, and the remainder shall be
applied against principal. In the event of a dispute as to
any item(s) in the billing or as to the total amount owed,
County shall nevertheless timely pay the amount of the invoice
but by doing so shall not be deemed to have waived its right
to object to the amount thereafter.
6. Termination This Agreement may be terminated by either
party upon the breach by or the failure of the other to perform any
of its obligations hereunder. Termination shall be initiated by
providing written notice of the breach or failure to perform, and
shall become effective thirty (30) days after receipt of such
notices unless the defect or failure to perform is remedied within
such thirty (30) day period.
In addition, this Agreement shall terminate automatically,
without action by either party, (i) when the useful life of the
Landfill is exhausted; or (ii) when the Landfill is no longer
permitted, by virtue of the application of Federal, State or local
law, ordinance or order, to receive Acceptable Waste; or (iii) upon
the termination of the O & M Agreement for reasons other than
Company's default pursuant to Section 5.02.
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7. Representations and Warranties of County County
represents and warrants to the Company as follows:
(a) County is duly authorized and validly existing
under the constitution and laws of the State of Florida, with full
legal right, power and authority to enter into and perform its
obligations under this Agreement;
(b) This Agreement has been duly authorized,
executed and delivered by County and constitutes a legal, valid and
binding obligation of County, enforceable against County in
accordance with its terms;
(c) Neither the execution or delivery by County of
this Agreement, nor the performance by County of its obligations
in connection with the transactions contemplated hereby or the
fulfillment by County of the terms or conditions hereof conflicts
with, violates or results in a breach of any term or condition of
any order, judgment or decree, or any agreement or instrument, to
which County is a party or by which County or any of its properties
or assets are bound, or constitutes a default thereunder; and
(d) No approval, authorization, order, consent of,
declaration, registration or filing with, any governmental
authority or referendum of voters is required for the valid
execution and delivery by County of this Agreement or the
performance by County of its payment or other obligations hereunder
except such as have been disclosed to the Company or its affiliates
and have been duly obtained or made.
E.]
8. Representations and Warranties of the Company Company
represents and warrants to County as follows:
(a) It is duly organized and validly existing under
the laws of the State of Florida, with full legal right, power and
authority to enter into and perform its obligations under this
Agreement;
(b) It has duly authorized, executed and delivered
this Agreement and this Agreement constitutes a legal, valid and
binding obligation, enforceable against it in accordance with its
terms;
(c) Neither the execution or delivery of this
Agreement, nor the performance by it or its obligations in
connection with the transactions contemplated hereby or in
fulfillment of the terms and conditions hereof conflicts with,
violates or results in a breach of any constitution, law, or
governmental regulation applicable to it, or conflicts with,
violates, or results in a breach of any term or condition of any
order, judgment or decree by which it or any of its properties or
assets are bound, or constitutes a default thereunder;
(d) No approval, authorization, order, consent of,
declaration, registration or filing with, any governmental
authority is required for the valid execution and delivery of this
Agreement by it, except such as have been duly obtained or made;
and
(e) To the knowledge of the Company, the expected
useful life of the Landfill is in excess of twenty (20) years from
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the date hereof.
9. Miscellaneous
(a) Further Assurances Company and County agree
to execute and deliver any instruments and to perform any acts that
may be necessary or reasonably requested in order to give full
effect to this Agreement.
(b) Notices Any notice or communication required
or permitted hereunder shall be in writing and shall be effective
when received or, if sent by certified or registered mail, postage
prepaid, four (4) business days after mailing addressed as follows:
If to Company: Waste Management Inc. of Florida
500 Cypress Creek Road, West
Suite 300
Ft. Lauderdale, FL 33309
Attn: President
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If to County: Thomas W. Brown
Public Service Building
Wing 2
Stock Island
Key West, FL 33040
Changes in the respective addresses to which such notices
may be directed may be made from time to time by any party by
notice to the other parties.
(c) Assignment; Successors and Assigns This
Agreement shall be binding upon and shall inure to the benefit of
Company and County, together with their respective successors and
assigns. This Agreement may not be assigned or encumbered by
either party without the written consent of the other party hereto,
such consent not to be unreasonably withheld.
(d) Waiver Unless otherwise specifically provided
by the terms of this Agreement, no delay or failure to exercise a
right resulting from any breach of this Agreement will impair such
right or shall be construed to be a waiver thereof, but such right
may be exercised from time to time and as often as may be deemed
expedient. Any waiver must be in writing and signed by the party
granting such waiver. If any covenant or agreement contained in
this Agreement is breached by one party and thereafter waived by
the other party hereto, such waiver will be limited to the
particular breach so waived and will not be deemed to waive any
other breach under this Agreement.
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(e) Governing Law and Jurisdiction This Agreement
shall be governed by and construed in accordance with the laws of
the State of Florida. Company and County hereby agree to submit
to service of process in, and to the jurisdiction of the courts of,
the State of Florida in connection with any claim or controversy
arising out of the interpretations, application or enforcement of
this Agreement, or the transactions contemplated hereby.
(f) Counterparts This Agreement may be executed
in counterparts, all of which when so executed and delivered will
together constitute one and the same instrument.
(g) Entire Agreement; Amendment or Waiver This
Agreement constitutes the entire agreement between the parties with
respect to the matters contained herein and contains all of the
terms and conditions thereof, all prior agreements and
understandings whether oral or written having been merged herein.
Neither this Agreement not any provision hereof may be changed,
modified, amended or waived except by a written instrument signed
by the party against whom enforcement of such change, modification,
amendment or waiver is sought.
(h) Severability The invalidity or
unenforceability of any one or more provisions of this Agreement
shall not affect the validity or enforceability of the remaining
provisions of this Agreement.
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IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their duly authorized officers or representatives
as of the day and year first above written.
ATTEST: -PAN_ NY_ KOLHA Clerk MONROE CO , FL RIDA
1/• By
Clerk of e Circuit Court and Mayor of Monroe County, Florida
Ex -Offi o Clerk to the
Board of County DATE: July 20, 1990
Commissioners of Monroe
County, Florida
Approved by Office of
General Counsel as to Form
and Legal Sufficiency:
By:
ePPROVFGAS 30E`Ori,'
AND GA UrF>CIEjs, o
Attorneys fficr-
WASTE MANAGEMENT INC. OF FLORIDA,
a 1 Co ration
By:
SCE &ePA Cn/
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SWORN STATEMENT UNDER SECTION 28".133(3)(a),
FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES
THIS FORM MUST BE SIGNED IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICER
AUTHORIZED TO ADMINISTER OATHS.
This sworn statement is submitted with Bid, Proposal or Contract No.
for the design, construction and operation of t solid waste transfer
stations.
2. This sworn statement is submitted by Waste Management Inc. of Florida
[name of entity submitting sworn statement]
whose business address is 500 Cypress Creek Road West, Fort La uderdale, FL 33309
and
(if applicable) its Federal Employer Identification Number (FEIN) is 59- 1094518
(If the entity has no FEIN, include the Social Security Number of the individual signing this sworn
statement: .)
3. My name is T. Michael O'Brien and my relationship to the
[please print name of individual signing]
entity named above is _ Regional General Counsel /Secr
4. I understand that a 'public entity crime' as defined in Paragraph 287.133(1)(g), Florida Statutes,
means a violation of any state or federal law by a person with respect to and directly related to the
transaction of business with any public entity or with an agency or political subdivision of any other
state or with the United States, including, but not limited to, any bid or contract for goods or
services to be provided to any public entity or an agency or political subdivision of any other state
or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering,
conspiracy, or material misrepresentation.
S. I understand that "convicted' or ' conviction' as defined in Paragraph 287.133(1)(b) Florida Statutes.
means a finding of guilt or a conviction of a public entity crime, with or without an adjudication of
guilt, in any federal or state trial court of record relating to charges brobght by indictment or
information after July 1, 1989, as a result of a jury verdict, nonjury trial, or entry of a plea of guilty
or nolo contendere.
6. I understand that an 'affiliate' as defined in Paragraph 287.133(1)(a), Florida Statutes. means:
1. A predecessor or successor of a person convicted of a public entity crime: or
2. An entity under the control of any natural person who is active in the management of the
entity and who ha: been convicted of a public entity crime. The term 'affiliate' includes those
officers, directors, executives, partners, shareholders, employees, members, and agents who are active
in the management of an affiliate. The ownership by one person of shares constituting a controlling
interest in another person, or a pooling of equipment or income among persons when not for fair
market value under an arm's length agreement, shall be a prima facie case that one person controls
another person. A person who knowingly enters into a joint venture with a person who has been
convicted of a public entity crime in Florida during the preceding 36 months shall be considered an
affiliate.
7. I understand that a 'person' as defined in Paragraph 287.133(1)(e), Florida Statutes. means any
natural person or entity organized under the laws of any state or of the United States with the legal
power to enter into a binding contract and which bids or applies to bid on contracts for the provision
of goods or services let by a public entity, or which otherwise transacts or applies to transact business
with a public entity. The term 'person' includes those officers, directors, executives, partners,
shareholders, emplovees, members, and agents who are active in management of an entity. .
8. Based on information and belief, the statement which I have marked below is true in relation to the
entity submitting this sworn statement. [Please Indicate which statement applies.]
XXX Neither the entity submitting This sworn statement, nor any officers, directors, executives, ,
partners, shareholders, employees, members, or agents who are active in management of the entity,
nor any affiliate of the entity have been charged with and convicted of a public entity crime •
subsequent to July 1, 1989.
The entity submitting this sworn statement, or one or more of the officers, directors,
executives, partners, shareholders, employees, members, or agents who are active in management of
the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime
subsequent to July 1, 1989, ANM [Please indicate which additional statement applies.]
There has been a proceeding concerning the conviction before a hearing officer of
the State of Florida, Division of Administrative Hearings. The final order entered by the
hearing officer did not place the person or affiliate on the convicted vendor list. [Please
attach a copy of the final order.] '
The person or affiliate was placed on the convicted vendor list. There has been a
subsequent proceeding before a hearing officer of the State of Florida, Division of
Administrative Hearings. The final order entered by the hearing officer determined that it
was in the public interest to remove the person or affiliate from the convicted vendor list.
[Please .attach a copy of the final order.]
The person or affiliate has not been placed on the convicted vendor list. [Please
describe any action taken by or pending with the Department of General 'Serrices.]
�
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- Date: / / ICJ Ln
STATE OF FidYida
COUNTY OF B roward
PERSONALLY APPEARED BEFORE ME, the undersigned authority,
` f: Michael O'Brien who after first being sworn by me, affixed his/her signature
[name of individual signing]
in the space provided above on this 30th day of July . 19 90 .
. s , NOTARY PUBLU;
My commission expires:
Ccrs`Z,—M' June 6, 1 r 4
G Bonded Thru Troy Fain - lnzuranco !n4
Fora PUR 7068 (Rev. 11/89)