03/14/1991 Agreement r ,
AGREEMENT
Between
MONROE COUNTY
and
ENVIRONMENTAL SCIENCES CORPORATION
for
REMOVAL AND DISPOSAL OF SEPTAGE, SLUDGE AND
LEACHATE GENERATED IN MONROE COUNTY
AGREEMENT
Between
MONROE COUNTY
and
ENVIRONMENTAL SCIENCES CORPORATION
for
REMOVAL AND DISPOSAL OF SEPTAGE, SLUDGE AND LEACHATE
GENERATED IN MONROE COUNTY
This is an Agreement between: MONROE COUNTY, a political subdivision of
the State of Florida, its successors and assigns, hereinafter referred to as COUNTY,
through its Board of County Commissioners,
AND
ENVIRONMENTAL SCIENCES CORPORATION, inclusive of all subcontractors,
hereinafter referred to as CONTRACTOR.
WITNESSETH, in consideration of the mutual terms and conditions, promises,
covenants and payment hereinafter set forth, COUNTY and CONTRACTOR agree as
follows:
ARTICLE 1
PREAMBLE
In order to establish the background, context, and frame of reference for this Agreement,
and to generally express the objectives and intentions of the respective parties herein,
the following statements, representations, and explanations shall be accepted as
predicates for the undertakings and may be relied upon by the parties as essential
elements of the mutual considerations upon which this Agreement is based.
1.1 The COUNTY desires to have all septage, sludge and leachate generated within
Monroe County removed and disposed of outside the boundaries of the County.
1.2 The CONTRACTOR shall receive sludge and septage from local haulers at the
Key Largo, Long Key, and Cudjoe Key landfill sites and shall provide the necessary
labor, materials, and equipment to transfer, treat, store, transport, and dispose
of same.
1.3 The CONTRACTOR shall transport and dispose of leachate from the lined cell
of the Cudjoe Key landfill.
1.4 All activities of the CONTRACTOR, as they relate to this Agreement, shall be
in accordance with all federal, state, and local laws, ordinances, etc., that are
in effect, or come into effect, over the life of this agreement.
ARTICLE 2
SCOPE OF SERVICES
After written authorization from COUNTY to proceed, the CONTRACTOR shall perform
the following services:
2.1 Sludge and Septage Receiving and Treatment
The CONTRACTOR shall receive sludge and septage from local sludge and septage
haulers at the Key Largo, Long Key, and Cudjoe Key landfill sites. The
CONTRACTOR shall furnish the necessary labor, materials, and equipment to
transfer sludge and septage from local haulers and to store sludge and septage
at each of these sites. Any necessary sludge and septage treatment facilities
will also be provided by the CONTRACTOR.
Approximate quantities of sludge and septage to be handled, at the present time,
are 2,500,000 gallons per year and 2,800,000 gallons per year, respectively.
The COUNTY will provide the CONTRACTOR 24 -hour access to each landfill
site and shall provide space on the landfill sites for CONTRACTOR activities.
It is understood that limited space is available at the landfill sites, and the
CONTRACTOR must configure the necessary facilities within the space designated
by the COUNTY.
The COUNTY shall provide the CONTRACTOR with site plans of each landfill
site for use in site planning and facility location.
The COUNTY will provide the CONTRACTOR access to power, water, and sanitary
facilities at each landfill site.
The COUNTY will weigh each local hauler truck which enters any of the landfill
sites and shall convert this information to gallons of septage and gallons of sludge
received. The COUNTY will provide this information to the CONTRACTOR on
a weekly basis and this information shall be the basis of monthly invoices from
the CONTRACTOR as detailed in Article 3.
The CONTRACTOR must provide separate receiving, treatment, and transportation
systems for sludge and for septage.
The CONTRACTOR, at their option, may set up separate receiving facilities at
each landfill site for stabilized sludge.
The CONTRACTOR shall assume the responsibilities of the sludge (residuals)
generator as required by regulatory agencies and shall comply with all regulatory
requirements that accompany this designation.
The CONTRACTOR shall maintain a manifest of all sludge or septage received,
treated, and transported from each landfill site.
The CONTRACTOR shall receive sludge or septage from the local haulers during
all hours that the landfills are open for business.
Treatment of sludge or septage by the CONTRACTOR shall be performed by
qualified personnel and shall conform to all regulatory requirements. All
monitoring, laboratory analyses, and recordkeeping associated with the treatment
of sludge or septage shall be the responsibility of the CONTRACTOR.
Any necessary agreements between the CONTRACTOR and the local haulers
or wastewater treatment facilities shall be the exclusive responsibility of the
CONTRACTOR.
The CONTRACTOR shall, at the end of their contract period, remove all provided
materials and equipment from the landfill sites and shall retain possession of same.
All debris in the project area shall be cleaned up and returned to its pre - contract
condition.
2.2 Transportation of Sludge and Septage
The CONTRACTOR shall transport all septage and sludge collected to a disposal
location(s) outside the boundaries of Monroe County.
All transportation activities shall be conducted with properly licensed and insured
vehicles and shall be in accordance with all applicable requirements or regulations.
The CONTRACTOR shall have an emergency spill program, approved by the
appropriate regulatory agencies, in place prior to initiating any transportation
activities. This program will be reviewed with each driver before they are allowed
to transport sludge or septage for this project. Documentation of this review
shall be available from the CONTRACTOR at the request of the COUNTY.
2.3 Disposal of Sludge and Septage
The CONTRACTOR shall dispose of all sludge and septage at a location(s) outside
the boundaries of Monroe County. The sludge and septage shall only be disposed
after any necessary treatment has been performed.
Any agreements with regards to sludge and septage disposal, with wastewater
treatment plants, landowners, regulatory agencies, etc., shall be the exclusive
responsibility of the CONTRACTOR.
All necessary permitting, sampling, monitoring, recordkeeping, etc. activities
related to sludge and septage disposal shall be the exclusive responsibility of the
CONTRACTOR.
2.4 Leachate Collection
The CONTRACTOR shall collect leachate from the lined cell of the Cudjoe Key
landfill when required by the COUNTY. The average estimated quantity of leachate
to be collected is 7,500 gallons per day.
The CONTRACTOR shall collect leachate from the two on -site storage tanks
provided by the COUNTY for this purpose. The CONTRACTOR shall be responsible
for providing any labor, materials, and equipment, not already included with the
storage tank facility, to transfer leachate from the storage tanks to the
transportation vehicles.
2.5 Leachate Transportation and Disposal
The CONTRACTOR shall transport the leachate from the landfill and shall dispose
of the leachate in accordance with all federal, state, and local requirements or
regulations.
The CONTRACTOR shall sample the leachate and conduct the required laboratory
analyses for the method of disposal selected. The cost of laboratory analyses
shall be included in the unit cost described in Article 3.
The CONTRACTOR shall have an emergency spill program, approved by the
appropriate regulatory agencies, in place prior to initiating any transportation
activities. This program will be reviewed with each driver before they are allowed
to transport leachate for this project. Documentation of this review shall be
available from the CONTRACTOR at the request of the COUNTY.
ARTICLE 3
COMPENSATION
3.1 General
The COUNTY will pay the CONTRACTOR for the services as detailed in each
of the CONTRACTOR's monthly invoices, and in accordance with the unit prices
as provided below. The invoice format shall be approved by the COUNTY and
shall include the following CONTRACTOR affidavit:
"The undersigned hereby swears under penalty of perjury that
(1) all previous progress payments received from the COUNTY
on account of work performed under this contract have been
applied by the CONTRACTOR to discharge in full all obligations
of the CONTRACTOR incurred in connection with work covered
by prior Applications for Payment under said contract, being
Applications for Payment numbered 1 through _ inclusive;
(2) all materials and equipment incorporated in said Project or
otherwise listed in or covered by this Application for Payment
are free and clear of all liens, security interests and encumbrances;
and (3) all previous progress payments have been applied by the
CONTRACTOR to pay in full all amounts owed to its
subcontractors, suppliers, materialmen, and equipment suppliers."
The CONTRACTOR fully acknowledges and agrees that if at any time it performs
services contemplated by the parties, such services which have not been fully
negotiated, reduced to writing, and formally executed by both parties, then the
CONTRACTOR shall perform such service without liability to the COUNTY, and
at the CONTRACTOR's own risk.
The COUNTY shall make its best efforts to pay the CONTRACTOR within thirty
(30) days of receipt of CONTRACTOR's invoice.
3.2 Sludge and Septage
The CONTRACTOR shall be compensated on a monthly basis for receiving, storing,
treating (when necessary), transporting, and disposing of sludge and septage at
the unit cost bid price of $0.122 per gallon. The quantity of sludge and septage
handled by the CONTRACTOR each month shall be determined via the COUNTY's
weigh scale records for the local haulers who have transported sludge or septage
into one of the landfill sites.
3.3 Leachate
The CONTRACTOR shall be compensated on a monthly basis for transporting
and disposing of leachate from the lined cell at the Cudjoe Key landfill, inclusive
of sampling and laboratory analyses, at a unit cost of $0.55 per gallon. The quantity
of leachate handled by the CONTRACTOR each month shall be determined via
the COUNTY's weigh scale records for the CONTRACTOR trucks that transport
leachate from the Cudjoe Key landfill site.
3.4 Related services requested by the COUNTY and agreed to by the CONTRACTOR,
which are not in the scope of service described herein, shall be reimbursed at
cost. Documentation of such costs shall accompany the invoice for these related
services.
ARTICLE 4
INDEMNIFICATION AND INSURANCE
4.1 Indemnification
The CONTRACTOR shall indemnify and save harmless and defend the COUNTY,
its agents, servants, and employees from and against any claim, demand or cause
of action of whatsoever kind or nature arising from error, omission, or act of
the CONTRACTOR, its agents, servants, subcontractors, or employees in the
performance of services under this Agreement.
The execution of this Agreement by the CONTRACTOR shall obligate the
CONTRACTOR to comply with the foregoing indemnification provision; however,
the collateral obligation of insuring this indemnity must be complied with as set
forth below in Article 4.2. This paragraph shall survive the termination of this
agreement.
4.2 Insurance
The CONTRACTOR shall be required to furnish valid proof of insurance acceptable
to the COUNTY for the contract period for the following:
a. Worker's Compensation Insurance - As required by Florida State Law.
b. General Liability Insurance - Bodily inuury and property damage - Combined
Single Limits (CSL) of $1,000,000 minimum.
c. Automotive & Automotive Equipment - To include hired and nonowner
Combined Single Limits (CSL) of at least $1,000,000 bodily injury, to include
hired and nonowned.
d. Monroe County Board of County Commissioners to be additional named
insured on general liability and automotive policies. Certification of same
must be submitted.
e. Each insurance company providing coverage to the CONTRACTOR for this
project shall be required to give a 30-day written notice of cancellation.
The COUNTY shall be copied on any such notice of insurance cancellation.
ARTICLE 5
MISCELLANEOUS PROVISIONS
5.1 Termination
This Agreement may be terminated by either party for cause or by COUNTY for
convenience upon one hundred eighty (180) days written notice for the first year
and ninety (90) days written notice thereafter by the terminating party to the
other party of such termination, provided that no termination for default may
be affected unless the other party is given a ten (10) calendar day period in which
to cure such default after written notice of intent to terminate (delivery by
certified mail, return receipt requested). In which event of said termination,
any liability of one party to the other arising out of any services rendered, or
any act or event occurring prior to the termination, shall not be terminated or
released.
5.2 No Contingent Fees
The CONTRACTOR warrants that he /it has not employed, retained or otherwise
had act on his /its behalf any former COUNTY officer or employee subject to
the prohibition of Section 2 of Ordinance No. 010 -1990 or any COUNTY officer
or employee in violation of Section 3 of Ordinance No. 010 -1990. For breach
or violation of this provision the COUNTY may, in its discretion, terminate this
contract without liability and may also, in its discretion, deduct from the contract
or purchase price, or otherwise recover, the full amount of any fee, commission,
percentage, gift, or consideration paid to the former COUNTY officer or employee.
5.3 Assignability
All of the terms, obligations, and conditions herein contained and set forth shall
be available to and binding on the successors and assigns of the respective parties
hereto; however, the CONTRACTOR may not assign this Agreement or any part
hereof, or any benefits hereunder, or sublet or subcontract to another, any work
hereunder without the written consent of the COUNTY.
5.4 Costs and Attorneys Fees
This Agreement shall be governed by the laws of the State of Florida. In the event
of any litigation arising out of this Agreement, the prevailing party shall be entitled
to reasonable attorney's fees and costs. Venue for any litigation arising out of
this Agreement shall be in the Circuit Court of Monroe County, Florida.
5.5 All Prior Agreements Superseded
No modification, amendment, or alteration in the terms or conditions contained
herein shall be effective unless contained in a written document executed with
the same formality and of equal dignity herewith.
In the event any provision of this Agreement shall be held invalid and uneforceable,
the remaining provisions shall be valid and binding upon the parties. One or more
waivers by either party of any breach of any provision, term, condition or covenant
shall not be construed by the other party as a waiver of a subsequent breach of
the sum by the other party.
5.6 Truth -in- Negotiation Certificate
The CONTRACTOR shall provide to the COUNTY a Truth -in- Negotiation
Certificate, as required by 5(a), FS 287.055.
5.7 Changes in Scope of Work
Should the COUNTY or the CONTRACTOR at any time during the progress of
the work, request any alterations in, deviations from, additions to, or omissions
from the Scope of Services to be provided under this Agreement, either of them
shall be at liberty to do so, and the same shall in no way affect or make void this
Agreement. The changes and amount of compensation must be agreed upon in
writing in a document of equal dignity herewith prior to any deviation from the
terms of this Agreement. All such changes, when properly executed, shall become
an amendment to this Agreement.
5.8 Compliance with Law
The CONTRACTOR and its employees and subcontractors shall promptly observe,
comply with, and execute the provision of any and all present and future federal,
state, and local laws, rules, regulations, requirements, ordinances, orders, mandatory
guidelines, and mandatory directions, which may pertain or apply to the services
that may be rendered hereto, or to the wages paid by the CONTRACTOR.
5.9 Licenses
The CONTRACTOR shall, during the life of this Agreement, procure and keep
in full force, effect, and good standing all necessary licenses, registrations,
certificates, permits, and other permits, and other authorizations as are required
by local, state, or federal law, in order for the CONTRACTOR to render its services
or work as described herein.
5.10 Waiver of Claim
The CONTRACTOR and the COUNTY hereby mutually waive any claim against
each other, their elected or appointed officials, agents, and employees, for any
loss of anticipated profits caused by any suit or proceedings brought by any third
party directly or indirectly attaching the validity of this Agreement or any part
thereof, or by any judgment or award in any suit or proceeding declaring this
Agreement null, void, or voidable, or delaying the same, or any part thereof, from
being carried out.
.
•
5.11 Force Majeure
Either party shall be excused from its obligations under this Agreement, other
than either party's obligation to make payments of money due hereunder, if
performance is delayed or prevented by acts of God, fire, explosion, war,
earthquakes, hurricanes, riots, strikes, labor disputes, or other similar causes
beyond such party's control, but only to the extent of and during the continuance
of such disability. Nothing herein shall be construed to relieve either party of
liability for any negligence of such party, its employees, its agents, and or its
subcontractors.
5.12 Integrated Agreement
This Agreement, including exhibits hereto, comprises the entire Agreement between
the CONTRACTOR and the COUNTY, and there are no agreements, understandings,
promises, or conditons, oral or written, express or implied, concerning the subject
matter of this Agreement. This Agreement shall not be modified, terminated,
or discharged except by written instrument signed by authorized representatives
of the parties hereto.
ARTICLE 6
DURATION OF CONTRACT
The term of this Agreement shall be for a period of two years from the date of complete
execution by both parties.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement
on the respective dates under such signature: MONROE COUNTY through its Board
of County Commissioners, signing by and thr ugh its Chairman, authorized to execute
same by Board action on the /A day of qr-e.4 , 1991, and ENVIRONMENTAL
SCIENCES CORPORATION, signing by and through cm a ,4j {t DA.'i PRES_ ,
duly authorized to execute same.
ENVIRONMENTAL SCIENCES CORP. MONROE COUNTY, through its
BOARD OF COUNTY COMMISSIONERS
By
Date: //2. Date: a -p/- 9/
ATTEST: ATTES - T
Ai / � kdo,
Clerk of Circuit Co t and Ex -off o
Clerk to the Board of County Co," issioners
AppAo AS TO FORM
• SUFFICIENCY.
/mv 026 /GU - III By Are
Attorney's 0 ce
Date 3— T — \97
TRUTH -IN- NEGOTIATION CERTIFICATE
Environmental Sciences Corporation (CONTRACTOR) hereby certifies that all
wage rates, and any and all other unit costs supporting the compensation
to be paid to the CONTRACTOR pursuant to the work and services as set forth
herein, are accurate, complete, and current at the date of the Contract's
execution.
WITNESS:
✓ � � / / / � _ / By: /%t / fl9-6%
�►, — '1
' h �
t TA OF FLORIDA
OU TY OF ORANGE
PE'SONALLY appeared before me, the undersigned authority,,t..t g/4-4 ,
to me known to be the person described in and who executed the foregoing
instrument and who acknowledged before me that he executed the same for the
uses and purposes therein expressed.
WITNESS, my hand and official seal in the County and State last aforesaid,
this /A day of w , 199/ .
4241 4.4 4 • 1 —. e. V
Notary Public
My Commission Expires • Notary Puh of Fiorida 1993
My Commission E x pires State Nov. 15,
CAF • mV O Z 1 I I Bonded Th t ro y Fain • Insurance Inc.
S\%'ORNN S:AT MZ UNDER SECTION a :..33(3)(2), Page 14
- • FLORIDA STATII'hES, ON PUBLIC F,Yrir C�LtES
FORM MUST BE SIGNED IN THE PRESEV OF A NOTARY PUBLIC OR OTHFIL OFFICIIt
AUTHORIZED TO ADMLNLS ER OATES.
L •• ~This sworn. staumrnt is subimitted• With: Bld, pnopcsxl' or Canaria No.
i r -. . • .•••, ... •[ : Sep acid Dispoal• for ltitiroe` County •
for 2.. This sworn statement is submitted by Environmental Sciences Corpora
. (name of entity submitting sworn statement(
whose business address is • P.O. Box 915139 /Longwood, FL 32791 -5139
and
(if applicable) its Federal Employer Identification. Number (FE ) is 11111111111111111—. ,
(If the entity has ao F=4, include the Soca1 Secsrity Number of the individual signing this sworn
Stateme C .. �)
• 3. my tame is . Gary V. Hammond and ta relationship to the
(please print name of Individual signing!
entity nam . above is President ,
4. I understand that a `public entity crime as defined in Paragraph 2Z7.133(1)(g), Florid* Statntd.
means a violation of any sate or fertm l law by a person with respect to and dfrcciy related to the •
• tr on of business with any public entity or with an agency or political subdivision of any other
state or with Me United States, ineading, but not limited to, any bid or mntrsc for goods or
. sezvicm to be provided to any public entity or an agency or political subdivision of any other state
or of the United State and involving antic rst. fraud, the."... bt:ibcy, collusion. ra err
conspiracy, or material misrcpresc ntadon.
S g c
I undesmnd that'nvi ed' or'catrei as defined in Paragraph 2.37.1_(1)(b), Florida Statute,
means a dadin¢ of guilt or a convi on of a publ entity a:me, with or without an adjndicuion of
guilt, in any fedezz1 or sate trial court of record relating to c' ges brought by indirmeat or
information ante Iuly 1, 1989, as a result of 1 jury vatic., aonjury trial. or eaCy of a pits of guilty
or solo contendcre.
6. I understand that an 'aenlite as defined in Paragraph :37.111(1)(a), Florida Statutes. taesnx
L .A pre .iecssor or suo=ssor of a person conviCed of a public entity time or
Z. A` entity nndC the caat:oi of any taatural pecan who is acve in the managcm=t of the
:•. •.entity and •hers: been canvieed . of.' a• public: entity . clime. tam - 'affiliate includes those•..; : . : -. ...• • ~• -
• ' • : •of6c.--s. dir ts:• =rives. • parmmi:. areholdez,: employees, amebas, and agents who are active . • •
in her maragcaneat of an affiliate The owneahio by one peaoa of shares gastitatiag a gntmltiag
intc+cs: in another person. or a pooling of equipment or income among persons when not for fair
marYet value under an as length amt, shall be a prima Lace case that one pe van controls
•
anti' arson. A person who ;mowtngiy eaters into a joint venture with a person who has been
conviceci of a public entity clime in Fonda dtumg the preceding 36 months shall be considered an
affiliate •
7. I understand than a "person' as c , -inefi in Paragraph =7_1M(1)(e), Florida Stasi=s, =IDS any •
natural person or entity orgaai±•ed under the laws of any state or of the United States with the legal
power to enter into a binding canon= and which bids or applies to bid On aunasen for the provision
of goods or service let by a public entity, or 'hiCn otherwise annSaa:S or applies to .ranee basin=
with a public entity. The tam eon includes those office s, direc..ors, esenatives, partners,
shareholders. emptoyea.. me:sbcs,. and agents who arc active i.a rain- ;en'cnr of an entity.
..8.:' , lased' on information and belief. 'Me statc which I have taaried below is trc a in milt to' the ' •
entity Suo=irting c1.LS Sworn. State —MCIL (P'rase inr1tr -ter which staumnpat applies.)
/
.
- '.reithct the miry submitting that sworn statement. � �� is management of the entity, shareaoldea, employees. membcts. or agents ands a publvc caner crime .
a r any a 1iiu o! the entity have bey with
sulscest to JI•w L 1989. •
The of one or too= of the al:cm dircaors.
sect: patens, eholders. pployee active ms
gn of lititlagemenz
the entity, or m affiliate of the eati has * l am applies l •
snbsa+cat to July 1, 8� ( 2 �� .
the conviction before a hag oar o f a proceeding concerning There e o f hasbeen ivisio of en b y the
Hearin¢ The �1 order tan ' of er dd Florida, or affiliate on the coavimed vendor list. LPl�
haring officer did not pixm the p�
• ate a copy of tits final ordl
on the convicted vendor list There has been a
• The p o e or b ' affirm of the Stale of Florida. Division of •
meat proceeding before haring officer rimmed that it • •
' Hearings. The order � � �� fro= the costvictcd vradot list.
was in the public is t the Pin
(Please ar ta a copy of the final order.] •
on the =mitred vendor list. [Press '
The pas= or affiliate has not been p of General Serrias.l .: • • r
esaiibs any action taken by or phi with the Department .
.t'�
Dec ', •
• $ iATG OF Flu tcn O
• CO , i" OF Se..� ;nak
'r
P OVALLY APPEAR 91' -��ORE b¢. the i �' .
• cr. c . y V • q, r r nti• d who. after fat being sw= by me. affioec?d his/her signal
(tams of individual
in the saga provided
above as this a� 4.;-. dal of —_, 19 ?a •
7
NOTARY t:
Notary Public, S':!• of Florfaa at Large
My Commission L,... : '. . . • ' 991
5
Bonded thru Huckicue.. / .. :,t
For PUR 7068 (Rev. 11/89)