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Item C16Coun of Mo rf A p si ,�1 BOARD OF COUNTY COMMISSIONERS Mayor George Neugent, District 2 T he Fl orida Keys ) �i� h Mayor Pro Tem David Rice, District 4 Danny L. Kolhage, District I Heather Carruthers, District 3 Sylvia J. Murphy, District 5 County Commission Meeting March 15, 2017 Agenda Item Number: C.16 Agenda Item Summary #2722 BULK ITEM: Yes DEPARTMENT: Solid Waste TIME APPROXIMATE: STAFF CONTACT: Will Thompson (305) 292 -4432 N/A AGENDA ITEM WORDING: Approval of Agreement with Advanced Disposal Services Solid Waste Southeast, Inc. (Advanced Disposal) for the County to process, through its contracted haulers, solid waste and yard waste collected in the Village of Islamorada ITEM BACKGROUND: Advanced Disposal Services Solid Waste Southeast, Inc. agrees to pay the County $88.91 per ton for MSW, and $85.50 per ton for yard waste. These fees can be adjusted annually and will be made in accordance with the percentage change in the CPI as applied in the County's respective haul out and disposal contracts. Advanced Disposal will deliver solid waste and yard waste to the County's Long Key and Key Largo Transfer Stations for processing by the County's respective haul out and disposal contractors. If approved, the County should benefit by increasing its overall recycling rates since Advanced Disposal's current disposal methods do not product recycling credits. PREVIOUS RELEVANT BOCC ACTION: The BOCC at its May 2014 meeting approved a contract with Waste Management of Florida, Inc. to provide a special reduced fee for haul -out and disposal for Islamorada solid waste delivered by their collection franchisee (Advanced Disposal) to the County's transfer stations to encourage disposal that will result in additional recycling credits. CONTRACT /AGREEMENT CHANGES: N/A STAFF RECOMMENDATION: Approval DOCUMENTATION: STAMPED Disposal contract for Advanced Disposal 2 28 17 with insurance FINANCIAL IMPACT: Effective Date: March 15, 2017 (May I will be the start date for processing) Expiration Date: 9/30/24 Total Dollar Value of Contract: $888,100 (Annually) Total Cost to County: N/A Current Year Portion: $370,041.66 Budgeted: No Source of Funds: N/A CPI: Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: Yes Grant: No County Match: No Insurance Required: Yes Additional Details: If yes, amount: This contract will cause an increase to the MSW haul out budget of approximately $345,456.95, which will be offset by fees collected from Advanced Disposal of approximately $370,040.18 over the same period. In fiscal year 2017/2018, with CPI adjustments and increased volumes, this will be approximately $83,132.50 per month, or $888,100.00 per year. 03/15/17 414 -40000 - SOLID WASTE ADMIN Increase revenue $60,000.00 REVIEWED BY: Will Thompson Completed 02/28/2017 11:16 AM Christine Limbert Completed 02/28/2017 3:07 PM Budget and Finance Completed 02/28/2017 3:55 PM Maria Slavik Completed 02/28/2017 3:56 PM Kathy Peters Completed 02/28/2017 4:44 PM Board of County Commissioners Pending 03/15/2017 9:00 AM DISPOSAL AGREEMENT BETWEEN MONROE COUNTY AND ADVANCED DISPOSAL SERVICES THIS AGREEMENT, entered into this day of , 2017, by and between the Board of County Commissioners of Monroe County, Florida (hereafter "County" or "Board "), 1100 Simonton Street, 42 -231, Key West, Florida 33037 and Advanced Disposal Services Solid Waste Southeast, Inc., whose address is 86490 Overseas Highway, Islamorada, Florida 33036 (hereafter "Contractor "). WITNESSETH: WHEREAS, the Contractor has requested the ability to deliver the solid waste collected from residents and businesses of Islamorada to the County's transfer stations; and WHEREAS, the County is interested in accepting the waste materials as they will be more fully recycled than is currently occurring and thus increase the overall rate of recycling in the County; and WHEREAS, the County negotiated a reduced disposal fee with its haul -out provider and yard waste provider that allows for the County to process the Contractor's waste at the disposal rate as set forth below; and WHEREAS, the County will collect disposal fees from the Contractor to be applied to the County's solid waste program; and WHEREAS, the Contractor collects Islamorada's municipal solid and yard waste and desires to transport it to the County's Long Key and Key Largo transfers stations (hereinafter referred to as "Sites ") to be weighed and dropped off, and WHEREAS, the Contractor agrees to pay the County for its waste disposal services; NOW THEREFORE IN CONSIDERATION OF the mutual promises contained herein, the parties agree as follows: 1. DEFINITIONS: a. Bulk (or Bulky) Trash or Waste shall mean any non - vegetative item that cannot be containerized or bundled; including, but not limited to, inoperative and discarded refrigerators, ranges, toilets, clothes dryers, bath tubs, water heaters, sinks, bicycles and other similar domestic appliances; household goods, furniture and carpeting. . "Home Improvements ", which include, but are not limited to, cabinets, drywall, lumber, paneling and other such construction- related materials, are not considered bulk trash. Page 1 b. `Bulky waste" does not include large items such as car bodies, camper shells, mobile homes, trailers, jacuzzi tubs or spas, or any other items that cannot be safely lifted and collected by one person. In addition, bulky wastes do not include any hazardous or special waste as well as any other item or items that in the future may be land banned by regulation. c. County means Monroe County, Florida. d. Contractor means Advanced Disposal Services Solid Waste Southeast, Inc. e. Commercial Solid Waste shall mean Garbage, Vegetative Waste and Rubbish that is not Residential Solid Waste. f. Disposal means the discharge, deposit, injection, dumping, spilling, leaking, emitting, or placing of any waste material into or on any land, except if the disposition or placement constitutes temporary storage or treatment. g. Disposal Rates means the unit prices for the disposal of waste materials which the Contractor shall pay to the County pursuant to the terms and conditions of this Contract. h. Garbage, solid waste and municipal solid waste shall mean all putrescible waste, generally including, but not limited to, kitchen and table food waste, animal, vegetative, food or any organic waste that is attendant with or results from the storage, preparation, cooking or handling of food materials, whether attributable to residential or commercial activities. i. Hazardous Waste means solid waste as defined by the State of Florida Department of Environmental Protection as a hazardous waste in the State of Florida Administrative Code, Chapter 62 -730, or by any future legislative actions, or by Federal, state or local law. j. Hauler means Waste Management, Inc. of Florida (also referred to as "WM ") or Energy3 LLC or any other contractor that contracts with the County for the removal and disposal of solid waste, yard waste or recyclables from the County's Sites. k. Permitted Disposal Facility shall mean the place or places specifically designated by the County for the disposal of solid waste, and that are properly permitted by the appropriate state and local agencies. 1. Recyclable Materials shall mean newspapers (including inserts); aluminum, 41 - #7 plastic containers; clear, green and brown glass bottles and jars; corrugated cardboard; paper bags; office paper; tin and ferrous cans; automobile tires; or other materials added upon mutual agreement. Page 2 m. Sites means the COUNTY's transfer stations locations on Long Key and Key Largo n. Solid Waste shall be defined in Chapter 62 -701, Florida Administrative code, as well as applicable Florida EPA regulations. o. Special Waste means the nonhazardous waste requiring handling other than that normally used for municipal solid waste, such as contaminated solids, sludges, municipal wastewater treatment waste, empty containers, or other material. p. Ton means the actual, measured weight of Solid Waste, Special Wastes and Yard Waste delivered to the County's sites by or for the Contractor. Such wastes shall be weighed at the scales located at the sites. In the event such scales are temporarily inoperable, a substitute weighing facility acceptable to both parties may be used or a temporary method acceptable to both parties of estimating the weight of such wastes may be used, based on converting the rated volume capacity of the incoming vehicles to tons. For calculation proposed, the estimated weight shall be based upon the maximum average load customarily carried by each vehicle less the actual unloaded weight of the vehicles based upon previous weights of that vehicle on the scales of the sites. In the event that the Contractor has no previous history, the estimated weight shall be based upon the maximum average load customarily carried by vehicles of the same type as such vehicles less the actual unloaded weight of vehicles of the same type. One Ton is 2,000 lbs. q. Yard Waste or vegetative waste shall means any vegetative matter generated from the yard and landscaping maintenance and shall include materials such as tree and shrub trimmings, grass clippings, palm fronds, small tree branches and other matter usually produced as refuse in the care of lawns, landscaping and yards. Regular Vegetative Waste shall not be commingled with Garbage, Rubbish, or Bulk Trash. r. Vegetative Waste — Oversize shall mean large cuttings of vegetative matter that are part of the normal yard maintenance of a Dwelling Unit, and that cannot be cut for placement in a container or bundled due to the material exceeding the weight and size restrictions for regular vegetative waste. Oversize vegetative waste shall be of a type as to be readily handled by mechanical collection equipment of the Contractor and shall not exceed six feet (6') in length. Oversize Vegetative Waste shall not be commingled with Garbage, Rubbish or Bulk Trash. Oversize Vegetative Waste does not include any form of matter or debris resulting from commercial tree removal, land clearing or land development. s. Waste Materials shall mean Solid Waste, Special Wastes, Construction and Demolition Debris and Scrap Tires Page 3 2. TERM OF AGREEMENT & RENEWAL A. This Agreement is effective upon the date as first written above. The term of the Contract shall begin on May 1, 2017 and shall end on September 30, 2024 B. Renewal: Upon mutual written agreement of the parties, this Agreement may be renewed after the original term, for one additional five (5) year period by written agreement under the same or amended terms and conditions as set forth herein, but subject to the Disposal Fees being adjusted in accordance with Consumer Price Index (CPI)) or for other reasons as determined by the parties. 3. DISPOSAL A. Disposal: The County shall, subject to the terms and conditions set forth herein, accept and dispose of all Waste Materials and Yard Waste materials delivered by or for the Contractor to Monroe County transfer stations located on Long Key and Key Largo. The Contractor estimates the annual amount of materials as follows and shall bring only these allowed materials to the County's transfer station: 1) Solid Waste - 10,000 tons / year, includes commercial and residential MSW 2) Yard Waste - 100 tons /year. 3) Recyclables - Option reserved for future use B. Transfer Station /Sites Operating Hours / Delivery Times: Monroe County transfer stations operating hours are as following: • Long Key Transfer Station: 8:00 a.m. to 4:00 p.m. Monday thru Saturday • Key Largo Transfer Station 8:00 a.m. to 4:00 p.m. Monday thru Saturday Holidays: The Monroe County Transfer Stations will be closed on Thanksgiving Day, Christmas Day and New Year's Day. The Contractor shall make delivery to the Sites within the standard operating hours. This Agreement shall not be deemed as an exclusive contract and nothing contained herein shall require Contractor to delivery of any minimum quantity of Solid Waste, Yard Waste or Recyclables to the County Sites. 4. PAYMENT AND METHOD OF PAYMENT A. Payment: The Contractor shall pay to the County the Disposal Fees in accordance with the following fee schedule: Page 4 ■ Solid Waste: $88.91 /ton +CPI adjustments as awarded to WM in the haul out & disposal contract with the County. ■ Yard Waste: $85.50 /ton +CPI for a maximum of 30 months. If the County's yard waste processing fees are lowered, the Contractor shall be offered the same rate plus $4.50 /ton. For all Disposal services, the charges shall be initially based on the rates established above. The County shall receive adjustments in the fees as specified herein. In October each year the adjustment for Solid Waste and Yard Waste shall be made in accordance with the percentage change in the CPI as applied in the County's respective haul out and disposal contracts. B. Method of Payment: The Contractor will make payment to the County on a monthly basis, upon submission of the County's standard invoice, setting forth, among other items, the agreement number, the type of waste, the tons or cubic yards, and the amount due. Payments shall be made within Twenty (20) days of receipt and if the Twentieth (20 day falls on a weekend or Holiday the payment must be must be received on the last business day prior to the Twentieth (20 day, and shall be submitted to Monroe County Solid Waste Management, at: 1100 Simonton St. Rm. 2 -231, Key West, Fl. 33040 within 30 days of invoicing. The County shall invoice the Contractor monthly or as needed, and shall submit the invoices to: Advanced Disposal Services 17101 Pine Ridge Road Ft. Myers Beach, FL 33931 C. Annual Appropriations: The County's performance and obligation under this contract is contingent upon an annual appropriation by the Board for operation of its solid waste program. If funds cannot be obtained or cannot be continued at a level sufficient to allow for continued services specified herein, this agreement may be terminated immediately at the option of the Board by written notice of termination delivered to the Contractor. The Board shall not be obligated to provide for any acceptance of solid waste and yard waste materials provided by the Contractor after the Contractor has received written notice of termination, unless otherwise required by law. D. Right to Other Work: Nothing in this Contract herein shall prevent the Contractor from bidding on or participating in other County projects and programs. 5. SCOPE OF SERVICES: A. STAFFING OPERATION and EQUIPMENT: The Contractor shall provide all staffing, equipment and supplies necessary to deliver Solid Waste, Yard Waste or Recyclables to the County's Sites. B. PERMITS AND LICENSES: The Contractor shall obtain and maintain, at his own expense, all permits and licenses required by law. The Contractor shall provide copies of Page 5 all required permits and licenses to the County. The Contractor shall cooperate with the County and Florida Department of Environmental Protection (DEP) and follow all local and state laws, regulations and procedures, and conditions of licenses or permits. C. EQUIPMENT: The County and the Contractor shall both have on hand at all times and in good working order such equipment as shall permit the Contractor to adequately and efficiently perform the contractual duties specified in this Contract. All equipment shall be kept in good repair, appearance and in a sanitary, clean condition at all times D. OPERATIONS: If the County is unable to accept Solid Waste at the Sites, then the County shall notify the Contractor immediately. E. REPORTS: All documents and reports submitted to DEP will be provided to Monroe County's Solid Waste Office, located at 1100 Simonton Street, 42 -231, Key West, Florida 33040. The County shall provide to the driver of each vehicle delivering Waste Materials to the County by the Contractor a receipt for each load indicating the type of Waste Materials received and the quantities expressed in the corresponding unit of measurement. The Contractor shall permit the County or any of its representatives access to the contents of the Contractor's trucks for purposes of determining compliance with the terms and conditions of this Contract. 6. TRANSFER STATION OPERATIONS: A. Requirements. The County or its' Hauler will operate and maintain the Transfer Station sites as a licensed sanitary transfer station and will provide all labor, equipment, fire protection equipment, and other facilities required to operate the Transfer Stations. B. Access: The County will provide suitable and unobstructed ingress and egress to the transfer station sites. C. The County and the Hauler shall comply with all applicable laws, rules and regulations which apply to each party's respective performance under this Agreement. The County represents and warrants that Sites have and will maintain in force all permits, certificates, or other applicable documents which are, or may from time to time be required by applicable law to provide disposal services in compliance with this Agreement. The County shall not unreasonably delay the flow and operation of the Contractor's vehicles and employees while delivering and disposing of the specified materials. 7. NON RELIANCE BY NON PARTIES: No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce or attempt to enforce any third -party claim or entitlement to or Page 6 benefit of any service or program contemplated hereunder, and the County and the Contractor agree that neither the County nor the Contractor or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in the Agreement. 8. CONTRACTOR'S LICENSE: The Contractor shall secure, maintain and pay all applicable fees for any permits and licenses necessary to operate his collection business. It is the Contractor's responsibility to maintain all permits and licenses that may be required. By signature hereon, the Contractor warrants that it is authorized by law to engage in the performance of the activities herein described, subject to the terms and conditions set forth in these contract documents. Proof of such licenses and approvals shall be submitted to the County upon request. The Contractor has, and shall maintain throughout the term of this contract, appropriate licenses and approvals required to conduct its business, and that it will at all times conduct its business activities in a reputable manner. 9. INDEPENDENT CONTRACTOR: At all times and for all purposes, the Contractor, its agents and employees are strictly considered to be independent contractors and not an employee of the Board of County Commissioners for Monroe County. As such, the Contractor, its agents and employees shall not be entitled to any of the benefits, rights or privileges of County employees and nothing in this agreement shall be construed so as to find the Contractor, its agents and employees to be employees of the County. The provider shall at all times exercise independent, professional judgment and shall assume professional responsibility in the performance of their services and duties as set forth herein. 10. HOLD HARMLESS /INSURANCE REQUIREMENTS: The Contractor covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners, and its employees from any and all claims, demand, costs or judgments against the County or its employees, which said for bodily injury (including death), personal injury, and property damage (including property owned by Monroe County) and any other losses, damages, and expenses (including attorney's fees) which arise out of, in connection with, or by reason of services provided by the Contractor or any of its Subcontractor(s) in any tier, occasioned by the negligence, errors, or other wrongful act of omission of the Contractor or its Subcontractors in any tier, their employees, or agents. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained within this agreement. Prior to commencement of work governed by this contract, the Contractor shall furnish the Owner Certificates of Insurance indicating the minimum coverage limitations as indicated on the forms identified as VEHICLE LIABILITY INSURANCE REQUIREMENTS; GENERAL Page 7 LIABILITY INSURANCE REQUIREMENTS; WORKERS' COMPENSATION INSURANCE REQUIREMENTS as shown in attached Exhibit "A," and all other requirements found to be in the best interest of Monroe County as may be imposed by the Monroe County Risk Management Department. Coverage shall be maintained throughout the life of the contract. The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies, except for Workers Compensation. 11. NON - WAIVER OF IMMUNITY: Notwithstanding the provisions of Sec. 786.28, Florida Statutes, the participation of the County and Contractor in this Agreement and the acquisition of any commercial liability insurance coverage, self - insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 12. NO PERSONAL LIABILITY: No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 13. NON - DISCRIMINATION: County and Contractor agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or Contractor agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88 -352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681 -1683, and 1685- 1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101- 6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92 -255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91 -616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; Page 8 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd -3 and 290ee- 3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Ch. 13, Art. VI, prohibiting discrimination on the bases of race, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11) any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 14. PRIVILEGES AND IMMUNITIES: All of the privileges and immunities from liability; exemptions from laws, ordinances, and rules; and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, volunteers, or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 15. INSPECTION OF BOOKS AND FACILITIES /AUDIT /ACCOUNTING: Contractor shall keep and maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for five (5) years following the termination of this Agreement The Contractor shall also allow the County to inspect the Contractor's vehicles or equipment at any reasonable time. 16. PUBLIC RECORDS: To the extent that it is applicable, Contractor shall comply with F.S. 119.0701, Contractor must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and Contractor shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Contractor in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the Contractor. Failure of the Contractor to abide by the terms of this provision shall be deemed a material Page 9 breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing parry, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The Contractor is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the Contractor is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the Contractor or keep and maintain public records that would be required by the County to perform the service. If the Contractor transfers all public records to the County upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the Contractor of the request, and the Contractor must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If the Contractor does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the Contractor. A Contractor who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under section 119.10, Florida Statutes. The Contractor shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. Page 10 IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY AT PHONE# 305- 292 -3470 BRADLEY - BRIAN(&,MONROECOUNTY- FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE 1111 12 Street, SUITE 408, KEY WEST, FL 33040. 17. ATTESTATIONS: Contractor agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics statement, and a Drug -Free Workplace Statement 18. BREACH OF TERMS BY CONTRACTOR: The passing, approval, and /or acceptance by the County of any defect in the performance, failure to meet a condition, or provision of this Agreement by the Contractor, shall not operate as a waiver by the County of strict compliance with the terms of this Contract. County may immediately terminate the Agreement due to any violations by Contractor of statutes, rules or regulation related to this Agreement. 19. TERMINATION WITHOUT CAUSE: The County may terminate this agreement without cause by providing the Contractor with written notice of termination at least six months prior to the date of termination. 20. TERMINATION WITH CAUSE: The County may terminate this agreement for cause if the Contractor shall default in the performance of any of its obligations under this agreement. Default shall include the occurrence of any one of the following events and same is not corrected to the satisfaction of the County within thirty (30) days after the County provides the Contractor with written notice of said default: a. Failure to obtain and maintain the proper permit(s) and license(s). b. Breach of any other term, condition or requirement of this agreement. C. The Contractor has defaulted, by failing or refusing to perform or observe the terms, conditions of or covenants in this Agreement or any of the rules and regulations promulgated by the County pursuant thereto, or has wrongfully failed or refused to comply with the instructions of the Contract Administrator relative thereto, and said default is not cured within thirty (30) days of receipt of written notice by Contractor to do so, or if by reason of the nature of such default, the Page 11 same cannot be remedied within thirty (30) days following receipt by Contractor of written demand from Contractor to do so, Contractor fails to commence the remedy of such default within said thirty (30) days following such written notice, or having so commenced shall fail thereafter to continue with diligence the curing thereof (with Contractor having the burden of proof to demonstrate [a] that the default cannot be cured within thirty (30) days, and [b] that it is proceeding with diligence to cure said default, and such default will be cured within a reasonable period of time. 21. ASSIGNMENT: The Contractor shall not assign or subcontract its obligations under this agreement, except in writing and with the prior written approval of the Board of County Commissioners of Monroe County and Contractor, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this agreement. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any additional obligation upon the board. 22. COMPLIANCE WITH LAW: In providing all services /goods pursuant to this agreement, the Contractor shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of, such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the contractor. The contractor shall possess proper licenses to perform work in accordance with these specifications throughout the term of this contract. 23. SEVERABIL,ITY: If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and Contractor agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 24. DISCLOSURE AND CONFLICT OF INTEREST: The Contractor represents that it, its directors, principles and employees, presently have no interest and shall acquire no interest, either direct or indirect, which would conflict in any Page 12 manner with the performance of services required by this contract, as provided in Sect. 112.311, et. seq., Florida Statutes. Upon execution of this contract, and thereafter as changes may require, the Contractor shall notify the County of any financial interest it may have in any and all contracts with Monroe County. 25. FINANCIAL RESPONSIBILITY: The Contractor shall not pledge the County's credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. The Contractor further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this contract. 26. MODIFICATIONS: This Agreement constitutes the entire contract and understanding between the parties hereto, and it shall not be considered modified, altered, changed or amended in any respect unless in writing and signed by the parties hereto. 27. NOTICE REQUIREMENT: Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the following: FOR COUNTY: Monroe County Administrator 1100 Simonton Street, Suite 205 Key West, FL 33040 Monroe County Solid Waste Director 1100 Simonton Street, Suite 231 Key West, FL 33040 and County Attorney 1111 12" St., Suite 408 Key West, FL 33040 FOR CONTRACTOR: Juan Romero Advanced Disposal 86490 Overseas Highway Islamorada, FL 33036 Page 13 28. TAXES: The County is exempt from payment of Florida State Sales and Use taxes. The Contractor shall not be exempted by virtue of the County's exemption from paying sales tax to its suppliers for materials used to fulfill its obligations under this contract, nor is the Contractor authorized to use the County's Tax Exemption Number in securing such materials. The Contractor shall be responsible for any and all taxes, or payments of withholding, related to services rendered under this agreement. 29. GOVERNING LAWS: This Agreement is governed by the laws of the State of Florida. Venue for any litigation arising under this Agreement must be in Monroe County, Florida. In the event of any litigation, the prevailing parry is entitled to attorney's fees and costs. 30. ADJUDICATION OF DISPUTES OR DISAGREEMENTS: The parties agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within thirty (30) days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any parry shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 31. PUBLIC ENTITY CRIME STATEMENT: A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide goods or services to a public entity, may not submit a bid on a contract with a public entity for construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, F.S. for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. (CATEGORY TWO: $25,000.00). 32. AUTHORIZED SIGNATORY: The signatory for the Contractor, below, certifies and warrants that: (a) The Contractor's name in this agreement is its full name as designated in its corporate charter. (b) He or she is empowered to act and contract for Contractor. 33. ENTIRE AGREEMENT: Page 14 This agreement constitutes the entire agreement between the County and the Contractor for the services contemplated herein. Any amendments or revisions to this agreement must be in writing and be executed in the same manner as this agreement. 34. EXECUTION IN COUNTERPARTS: This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and date first written above in four (4) counterparts, each of which shall, without proof or accounting for the other counterparts, be deemed an original contract. (SEAL) Attest: KEVIN MADOK, CLERK By: Deputy Clerk (SEAT.) Attest: By: — Title: _ B _ WITNESS Title: BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By: Mayor /Chairman ADVANCED DISPOSAL SERVICES SOLID WASTE SOUTHEAST, INC. 7 1 A, By: Title: 1? r MONROE COUNTY ATTORNEY �LPP�RO��',ED AS TO FORM Dat SIS WITNESS Pace 15 EXHIBIT "A" INSURANCE REQUIREMENTS. Page 16 lw Mq11 MMEM-M�M!X.Z MEMBIMIA EXHIBIT A WORKERS' COMPENSATION INSURANCE REQUIREMENTS FOR CONTRACT BETWEEN MONROE COUNTY, FLORIDA AND In addition, the Contractor shall obtain Employers' Liabi I ity Insurance with limits of not less than: M-f 'T , ffill 10 E RV F-A ffmt �-� WC2 Administrative Inst ruction 7500-5 97 [c■w AND 016NtO A A WIT Min mo 1 1 1 1 FIR I i IN The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy th«>+«««»»«© Ux 2 MR11 MMEM-M�M!X-Z MEMB=IA GENERAL LIABILITY INSURANCE REQUIRE MENTS FOR CONTRACT BETIMEN AND Prior to the commencement of work governed by this contract, the Contractor shall obtain Commercial General Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum: Premises Operations Products and Completed Operations Blanket Contractual Liability Personal Injury Liability Mr-MITMIT13 r-ro (12) months following the acceptance of work by the County. � I MPF M Miffne tr GL2 Administrative Instruction 7500.5 59, POLLUTION LIABILITY INSURANCE FOR REQ UIREMENTS CONTRACT « <t \sp+d>! of solid waste ©> Contractor shall purchase and maintain, throughout ®® ©% of the contract, Poll «§+«? ion/En vironmental Liability Insurance which will respond to b injury, property damage, environmental damage, contamination, remediation, restoration, clean up costs,. and defense caused by, as a result of, or arising from a pollution incident. The © lim§<+<«4 dl all be: R colembe is prolibee on a cia1ms7WT=, an CAtcnac Ims reporung (ears w§} ¥!%\2«¥ , The Monroe County Board of County Commissioners shalJ be named as Additional Insured on all policie issued to satisfy the above requirements. ig