Item C14
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: 1/15/03
Divlalon: Public Safety
Bulk Item: Yea X No
Department: BoUd Waste Management
AGENDA ITEM WORDING: Approval of a Renewal Agreement with A & J Cartage
Southeast, IDc. for the transportatlOD and dlaposal ofsludge/aeptage.
ITEM BACKGROUND: It is neceuary, alDce the c10siug of the County's landfiUs, to
have a contract for the removal and disposal ofsludge/septage.
PREVIOUS RELEVANT BacC ACTION: Approval of the original agreement with
Wheelabrator Clean Water Syatems, IDc. OD March 15, 1995. The odgJ"a1 agreement
provided for up to two (2) adcUtloDal renewal periods of four (4) years each. Approval
of the asalp.-.ent to A & J Cartage Southeast, Inc. on 5/20/1997.
COif TRACT/ AGREEMENT CHANGES: AdcUtion of laDgaage required by Purchasing
Policies and Procedures (Le., fancUng c1auae, pubUc entity crime clause, ethics clause)
STAFF RECO~NDATlONS: Approval
TOTAL COST: '570.000.00 (approximately) BUDGETED: Yes -K-No
SOURCE OF FUNDS: Bolld Waste Aneument
COST TO COUIITY:...ts70.000.00 f.'FO~ftI.telJ'l . and TiDDW Fees
REVENUE PRODUCING: Yes
No X
AMOUIIT PER MONTH
Year _
APPROVED BY: County Atty YES OMS/Purchasing YES Risk Management YES
ITEM PREPARED BY:
{JUU/ Q{U/
Carol A. Cobb, Sr. Ad",iqistrator SoUd Waste Maaagement
. ~ /;1 ~V"'\--.
James R. "Reggie" Paras
DMSION DIRECTOR APPROVAL:
DOCUMElfTATlON: IDCluded X
To Follow
Not Required
DISPOSITION:
AGENDA ITEM' ~--/y
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: A&JCARTAGE Contract #
Effective Date: 3/15/2003
Expiration Date: 3/14/2007
Contract Purpose/Description:
SLUDGE/SEPT AGE TRANSPORTATION AND DISPOSAL AGREEMENT
Contract Manager: CAROL A. COBB 4432 SOLID WASTE
MANAGEMENT/STOP #1
(Name) (Ext. ) (Department/Stop #)
1/15/P3 /.:lh,1f.
for BOCC meeting on 12/1&/290-2 Agenda Deadline: 12/4,Q9
CONTRACT COSTS
Budgeted? Yes[gJ
Grant: $ N/A
County Match: $ N/ A
Total Dollar Value of Contract: $ 570,000
(approx. )
No 0 Account Codes: 414-42501-530-340-
414-42502-530-340-
414-42503-530-340-
Current Year Portion: $
570,000
(approx. )
- - -
----
ADDITIONAL COSTS
Estimated Ongoing Costs: $N/A/yr For: N/A
(Not included in dollar value above) (e~. maintenance, utilities, ianitorial, salaries, etc.)
CONTRACT REVIEW
Changes Date Out
~,te In Needed
Division Director Io//~ LYesD No
Risk Management j ~-o..-O.1--YesD NoQ-- > - L I~d-o~
O.M.B.lPurchasing YesD N~ a ~
County Attorney 11/ Z7 /.:>-YesD NO~ ~ Ih...-:rf:-
Comments:
OMB Form Revised 2fl7/01 MCP #2
RENEW At. AGREEMENT
This renewal agreement is entered into on this, the 15th day of March 2003, by and between A & J
CARTAGE SOUTHEAST, INC. (the Contractor) and MONROE COUNlY, a political subdivision of the State
of Florida (the County). The parties agree as follows:
1. The term of the agreement between the parties commencing on March 15, 1995, a copy of
which is attached and made a part of this renewal, is hereby renewed for a puiod of four
(4) years.
2. Monroe Col.l1ty's performance and obligation to pay under this contract, is contingent upon
an 0MUCl1 appropriation by the Board of County Commissioners.
3. 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 any goods or services
to a public entity; may not submit a bid on a contract with a pltblic entity for the
construction or repair of a public building or public work: may not submit bids on leases of
real property to a 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, for CATEGORY TWO for a period of 36 months from the date of being
placed on the convicted vendor list.
4. Contractor warrants the it has not employed, retained, or otherwise had act on its behalf
any former Coc.rrty officer or employee in violation of Section 2 of Ordinance No. 10-1990
or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For
any breach or violation of the provision the COl.I1ty may, at its discretion, terminate this
agreement without liability and may also, at its discretion, deduct from the agreement or
ptrchase price, or otherwise recover, the full amowrt of any fee. commission, percentage,
gift, or consideration paid to the former or present County officer or employee.
(SEAL)
A neST: DAt-.NY L. KOLHAGE, a.ERK
BOARD OF COUNlY COMMISSIONERS
OF MONROE COUNTY, FLOfUDA
Deputy Clerk
Mayor/Chairman
WITNESSES:
A & J CARTAGE SOUTHEAST, INC.
x
x
President
x
.J . '
FORM OF ASSIGNMENT
THIS ASSIGNMENT is executed as of l1A Y ZlJ, 19?1by and between A & 1. Cartage Southeast,
Inc. (the "Purchaser") , a Florida Corporation, A & j C~ge, Inc., a Wisconsin corporation
("Guarantor") and Wheelabrator Water Technologies, Inc., a Maryland cotporati~n (the "Seller").
WITNESSETH:
WHEREAS, Seller has entered into an agreement with Monroe County, thro\lgh its Board of County
Commissioners, Florida ("Customer"), appended hereto as Attachment A (the "Service Agreement"),
calling for Seller to provide certain services to Customer in Monroe County;
\
WHEREAS, Seller desires to assign all of its interest under the Service Agreemeqt to Purchaser, and
Customer desires to concur in this assignment.
./
NOW, THEREFORE, in consideration of One Dollar ($1.00) and other good and valuable consideration
paid, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed as follows:
I. Effective as of fY") c.R '2-0 , 1997 (the "Effective Date"), Seller transfers,
assigns and sets over unto Purchase i) all of the rights, title and interest held by Seller in and to the
Service Agreement, and (ii) each and every one of the obligations of Seller under the Service Agreement.
2. The parties hereto agree as follows:
(a) The copy of the Service Agreement appended hereto as Attachment A is a true, complete and
accurate copy of the Service Agreement. The Service Agreement is in full force and effect and is
unmodified by any instrument except as attached thereto.
(b) As of the date hereof, Seller is not in default under any of the terms of the Service
Agreement.
3. In accordance with the Service Agreement, Customer hereby consents to the assignment to
Purchaser of (i) all of the rights, title and interest held by Seller in and to the Service Agreement, and (ii)
each and every one of the obligations of Seller under the Service Agreement, with the effect that Purchaser
will, from and after the Effective Date, have, hold and enjoy any and" all benefits and obligations originally
accruing to Seller under the Service Agreement.
4. (a) Seller agrees to indemnify, defend and hold harmless Purchaser and its officers, directors,
employees and agents from and against any and losses, costs, damages or expenses (including reasonable
attorneys' fees) incurred by Purchaser as a result of any breach or claim of breach of Seller's obligatioll$
under the Service Agreement to the extent such breach or claim of breach is alleged to have occurred prior
to the Effective Date.
(b) Purchaser and Guarc;mtor, jointly and severally, agree to indemnify. defend and hold harmless
Seller and its officers, directors, employees and agents from and against any and all losses, fines.
penalties, costs, damages or expenses (including reasonable attorneys' fees) incurred by Seller as a result
of (i) any breach or claim of breach of Purchaser's obligations under the Service Agreement to the extent
J
such breach or claim of breach is alleged to have occurred on or after the Effective Date. (ii) any
occurrence, act or omission of any shareholder, director, officer, employee, consultant or agent of the
Purchaser which occurred subsequent to the date hereof, (Hi) any failure by Purchaser to perform any of
the obligations of Seller under the Service Agreement, (iv) any claim alleged or med under any insurance
coverage or bonding made available by Seller to Purchaser or existing insurance coverages or bonding
under the Service Agreement, or (v) any injury to or death of any persons, including, without limitation
employees of Seller or Purchaser, arising from or relating to the performance of the services. This
obligation to indemnify shall survive expiration or termination of the Service Agreement by either party for
any reason.
The terms, covenants and conditions herein shall inure directly to the benefit of, and be binding upon, the
respective parties, their successors and assigns. Purchaser and Guarantor acknowledge and agree that the
indemnification obligations hereunder are subject to and secured by the terms of the Purchase Agreement
dated April I, 1997, by and between the Purchaser and Seller.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates stated below:
.
WHEELABRATOR WATER
TECHNOLOGIES INC.
Date: fir~ ;::} 9. t C\, q I
By: ~.A-.~
v Mark A. Weidman
Its: Vice President
Date: t'J\~~ \ I \qq 7
By:
A&J
Its:
A&J
By:
Its:
Jalovec
ent
By:
Date:
\\\2.0\ <=\.,
\ ,
Its: \-'\0 l J C'r'l
\
B
SWORN STATEMENT UNDER ORDINANCE NO. 10~1990
MONROE COUNTY, FLORIDA
ETHICS CLAUSE
P+CJ ~1:!:r;4&5 ~~ .:+/tL--
retained or otherwise had act on his/its behalf any former County officer
warrants that he/it has not employed,
or employee in violation of Section 2 of Ordinance No; 10-1990 or any
County officer or employee in violation of Section 3 of Ordinance No.
10-1990. 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,
"
Date:
or employee.
gift, or consideration paid to the former C
Il+:r CAtLT;q-~c S::JiltfIEAt;.~ ~
ray :J"A-t<<~ A.ff.ALW~
STATE OF &.J ~~
COUNTY OF ~1 /~
Subs.cribed and sworn to (or affirmed) before
me on (0 (V1~ -' d1)) / q:J7
:JJU<<~ A. 4'N...D()~ (J(2k-:s
(
(date) by
(name of affiant).
He/She is personally known to me or has produced
as identification.
(type of identification)
'"
~---
Me P >>4 REV. 2 / 9 L
" "
"
SWORN STATEMENT' PURSUANT TO SECfION 287~133(3Xa),
FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES
TIllS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER
OFFICIAL AUTHORIZED TO ADMINISTER OATHS,
1. This sworn statement is submitted to
[print Dame of the public entity)
by :J ~1'Vl5:s p.. ::r ALO USe.,
(print individual's Dame and title)
.
,
~.
for.-L~ (' ~.e..,,4G,t= $0 CA-t-W~T, ~.
(print name of entity submitting sworn statement)
whose business address is
and (if applicable) its Federal Employer Identification Number (FEIN) is,
(If the entity has no FEIN, include the Social Security Number of the individual signing this'sworn
'337 -l.{O -os- ~o
.)
statement:
2. I understand that a "public entity crime" as defined in Paragraph 287.133(lXg), Florida Statutes, means a
violation of any state or federal law by a' person with respect to and diredly related to the transaction of business
with any public entity or with an agency or political subdivision of any other state or of the Unted 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,
coUusion, racketeering, conspiracy, or material misrepresentation.
3. I understand that"convicted" or "conviction" as defined in Paragraph 287,133(lXb), 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 brought 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.
4. I under~tand tbat an "affiliate" as defmed in Paragraph 287.133(lXa), Florida Statutes, means:
l. 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 has
been con victed of a public entity crime. The term" affiliate" includes those officers, directors, exec uti vest 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 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.
5. I understand that a "person" as defined in Paragraph 287.133(IXe), 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, employees, members, and agents who are active in
management of an entity.
6. Based on information and belief, the statement which I have marked below is true in relation'to the eoti~,
submitting this sworn statement. [Indicate which statement applies.) , . :
- Neither the entity submittin~ this sworn statement, nor any of its officers, directors, executives, partner:s,
shareholders, employees, memberS, or agents who are active in the management of the entity, nor any affiliate of
the entity has been cliargCdwithand convicted of a public entity crime subsequent to JuJy 1, 1989.
- The entity submitting this sworn statement, nor any of its officers, directors, exectutives, Partners,
shareholders, employees, members, or agents who are active in the management of the entity, nor an affiliate of
the entity has been charged with and convicted of a public entity crime subsequent to JuJy 1, 1989.
- The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners,
shareholders, employees, members, or agents who are active in the 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. However, there
has been a subsequent proceeding before a Hearing Officer of the State of Florida, Division of Administrative
Hearings and the Final Order entered by the Hearing Officer determined that it was not in the public interest to
place the entity submitting this sworn statement on the convicted vendor list. [attach a copy of the final order)
I UNDERSTANDTHA TTIIESUBl\1ISSIONOFTHIS FORM TO THE CONTRACI1NG OmCERFOR THE PUBLIC
ENTITY IDENTIFIED ON PARAGRAPH 1 (ONE) ABOVE IS FOR THAT PUBLIC ENTITY ONL Y AND, THAT TIllS
FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED. I ALSO
UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A
CONTRACf IN EXCESS OFTIIE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017, FLORIDAST A TIITF:S
FOR CATEGORY lWO OF ANY CHANGE IN THE INFORMATION CONTAINED IN TIllS FORM.
OR Produced identification
JArl155
daYOf~ tp.k.P/ ,192+-.
NO~~fu
Piei.
Sworn to and subscribed before me this ~
Personally known ~~ A, ~A-tDlhG
(Type of identification)
My Commission expires ~ .1lY/f-t-.
(printed typed or stamped
commissioned name of notary public)
Form PUR 7068 (Rev. 06/11192)
DRUG-FREE WORKPLACE FORM
TIle undersigned vendor in accordance with Florida Slalule 287.087 hereby certifies that:
A J-J CC(f' ~as ~
(Name of Ousiness)
Tnc..
I
1'l-'\c.
I. Publish a statemenl notifying employees thaI lhe unlawful manufacture, distribulion, dispensing,
possession, or use of a controlled substance is prohibited in lhe workplace and specifying the aClions Ihal
will be taken againsl employees for violations of such prohibilion.
2. Inform employees about the dangers of drug abuse in the workplace, the business's policy of maintaining
a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs,
and the penalties that may be imposed upon employees for drug abuse violations.
3. Give each employee engaged in providing the commodities or contractual services that are under bid a
copy of the statement specified in subsection (I).
4. In the statement specified in subsection (I), notify the employees that, as a condition of working on the
commodities or contractual services that are under bid, the employee will abide by the terms of the
statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any
violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any
state, for a violation OCCurring in the workplace no later than five (5) days after such conviction.
5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation
program ifsuch,is available in the employee's community, or any employee who is so convicted.
6. Make a goOd faith effort to continue to maintain a drug-free workplace through implementation of this
section. ..
As the person authorized to sign the statement, I certify that this firm complies fully with the above
requ irements.
iJ 1
~
OMO - MCPI/5
NON-COLLUSION AFFIDA vir
I, Jq11leJ A. JqfovQC P r-es- A.J (Qt -bH 5 E The
~
(l~t'V'~+~r fip,.:icl<f
of the city
of
according to law on my oath, and under
penalty of perjury, depose and say that;
1) lam PI'<:'5;J<:,,+
Proposal for the project described as follows:
, the bidder making the
2) The prices in this bid have been arrived at independently without collusion,
consultation, communication or agreement for the purpose of restricting competition, as
to any matter relating to such prices with any other bidder or with any competitor;
3) Unless otherwise required by law, the prices which have been quoted in this bid
have not been knowingly disclosed by the bidder and will not knowingly be disclosed by
the bidder prior to bid opening, directly or indirectly, to any other bidder or to any
competitor; and
4) No attempt has been made or will be made by the bidder to induce any other
person, partnership or corporation-to submit, or not to submit, a bid for the purpose of
restricting competition;
5) The s.tatements contained in this affidavit are true and correct, and made with
full knowledge4hat Monroe County relies pon the trut of the statements contaIned In
this affidavit if! awarding contracts for sai rojec
STATE OFW ~tX\.$ttJ
COUNTY OF n1JLWlAtl/(E/f;"
PERSONAllY APPEARED BEFORE ME, the undersigned authority,
~e.5 fJ... .JAL/}ln..- ,PIlE5 who, after first being sworn by me, (name of
individual signing) affixed h'is/her signature in the space provided above on this
~ day of ~ . 19!1:l-.
~l~~
OMB - Mep FORM #1
ATI'A01MENr A
AGREEMENT
Between
BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY
and
WHEELABRA TOR CLEAN WATER SYSTEMS, INC.
for
REMOVAL AND DISPOSAl OF SEPT AGE AND BIOSOLlDS
GENERATED IN MONROE COUNTY
This Agreement is made and entered into this 15TH day of MARCH . 1995 by and between:
the BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, a political subdivision of the State
of Florida, its successors and assigns, hereinafter referred to as COUNTY,
AND
WHEELABRATOR CLEAN WATER SYSTEMS, INC., a Maryland Corporation having its place of business
at 180 Admiral Cochrane Drive, Suite #305, Annapolis, Maryland 21401, inclusive of all subcontractors,
hereinafter referred to as CONTRACTOR.
WITNESSETH, in consideration of the mutual terms and conditions, promises, and covenants and
payments hereinafter set forth, COUNTY and CONTRACTOR agree as follows:
'.
ARTICLE I
1.1 The COUNTY d~sir~s to. have all septage and wastewater biasalids generated. within Manroe
Caunty remaved and dispased of outside the boundaries of the County.
1.2 The CONTRACTOR shall receive biasalids and septage fram local haulers at the Keylarga, Lang
Key, and Cudjoe Key transfer statian sites and shall pravide the necessaI)' labor, materials, and
equipment to. transfer, stare, transpart and dispose af same.
1.3 The CONTRACTOR shall pravide resources capable af accepting, storing, transferring,
transporting, and disposing af at least 3,500,000 gallons of septage and biasalids per year.
1.4 All activities of the CONTRACTOR and COUNTY, as they relate to. this Agreement shall be in
accardance with all federal and state laws and administrative regulatians, local laws ar special
acts, and Caunty ardinances, that are in effect ar came into. effect aver the fife af the Agreement
2
., '
ARTICLE 2
SCOPE OF SERVICES
Mer written autho~zation from the COUNTY to proceed, the CONTRACTOR shall perform the following
services: . . .
2.1 Biosolids and Septaoe Receivino and Treatment
The CONTRACTOR shall receive biosolids and septage from local biosolids and septage haulers
at the Key Largo, long Key, and Cudjoe Key transfer stations located at the solid waste transfer
station sites. The CONTRACTOR shall furnish the necessary labor, materials, and equipment to
transfer biosolids and septage from local haulers and to store biosofids and septage at each of
these sites.
The COUNTY will provide the CONTRACTOR 24-hour access to each transfer station site and
shall provide space on the sites for CONTRACTOR activities. It is understood that limited space is
available at the transfer station sites, and the CONTRACTOR must configure the necessary
facilities within the space designated by the COUNTY.
The COUNlY 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 transfer station sites and
shall convert this information to gallons of liquid or pounds of dewatered septage and biosolids
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 receiving, storage, and transportation system for septage and
biosolids.
The CONTRACTOR, at their option, may set up separate receiving facifrties at each transfer
station site for stabilized biosolids.
The CONTRACTOR shall assume the responsibilities of the biosolids (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 biosolids or septage received, and transported
from each transfer station site.
The CONTRACTOR shall receive biosolids or septage from the local haulers during all hours that
the transfer station sites are open for business.
3
.;
Biosolids or septage received by the CONTRACTOR from the COUNTY shall be non-hazardous
and should conform to all regulatory requirements. CONTRACTOR shall have the right to reject
any biosolids or septage which does not confonn to State and Federal laws appficable. to the land
application of biosolids or septage. Biosolids or septage received by the CONTRACTOR shall be
handled by qualified personnel and shall confonn to all regulatory requirements. All monitoring and
recordkeeping associated with the acceptance and disposal of biosofids or septage shall be the
responsibility of the CONTRACTOR. .
The COUNTY shall assist the CONTRACTOR in obtaining the necessary agreements between the
CONTRACTOR and the local haulers or wastewater treatment facilities.
The CONTRACTOR sh~, at the end of their Contract period, remove all provided materials and
equipment from the transfer station sites and shaD 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 Biosolids and Septaqe
The CONTRACTOR shall transport all septage and biosolids coUected to a permitted wastewater
treatment facility at location(s} outside the boundaries of Monroe County.
All transportation activities shall be conducted with property ficensed and insured vehicles and
shall be in accordance with all applicable requirements or regulations.
The CONTRACTOR shall have an emergency spOt program, approved by the appropriate
regulatory agencies, in place prior to initiating any transportation activities. Documentation of this
revie.w shall be available from the CONTRACTOR at the request of the COUNTY. .
2.3 Disposal of Biosolids and Septaqe
The CONTRACTOR shaD dispose of all biosolids and septage at a location(s) outside the
boundaries of Monroe County. The biosolids and septage shall onfy be disposed in FDEP
permitted facilities.
Any agreements with regards to biosolids and septage disposal, with waste water treatment plants,
landowners, regulatory agencies, shall be the exclusive responsibility of the CONTRACTOR.
All necessary permitfing, sampling, monitoring, recordl\eeping, and activities related to biosolids
and septage disposal shall be the exclusive responsibility of the CONTRACTOR.
4
. .
"I \.
ARTlCLBJ.:., .
COMPENSAlldN
,
~..1
General
The COUNTY will pay - the CONTRACTOR f9r the services as detailed in each of th
CONTRACTOR's monthly invoices, and in accordance with the unit price as provided below. Th
invoice format shall be approved by the COUNTY.
The CONTRACTOR fully acknOwledges and agrees that if at any time it perlonns services ne
contemplated by the parties, such services which have not been fully negotiated, reduced t
writing, and formally executed by both parties, then the CONTRACTOR shall perform such servic
without liabUity 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 (
receipt of CONTRACTOR's invoice.
3.2 Biosolids and SeotaQe (liQuid)
The CONTRACTOR shall be compensated on a monthly basis for receiving, storing, transportinf
and disposing of biosolids and septage at the unit price of $0.1035 per gallon at the Cudjoe Ke
transfer site, the ~ong Key transfer site, and the Key Largo transfer site. The quantity of biosolid
and septage handled 'by the CONTRACTOR each month shall be determined Via the COUNTY'
weight scale records for the local haulers who have transported biosofids or septage into one (
the transfer stations located on County property,
3.3 Biosolids (Dewatered)
In the event services for dewatered biosolids are necessary, the CONTRACTOR shall bl
compensated on a monthly basis for receiving, storing, and disposing of dewatered biosolids. Thl
unit price shall be $0'.0124 per pound based on 8,38 pounds p.er gallon. The quantity of dewatere,
biosolids handled by the CONTRACTOR each month shall be determined via the COUNTY'.
weight scale records for the . local haulers who have transported dewatered biosofids into one c
the transfer stations located on County property,
3.4 Related services requested by the COUNTY and agreed to by the CONTRACTOR, which are ne
in the scope of service described herein, shall be reimbursed on a negotiated price acceptable t(
both parties. If possible, the additional services requested shall be documented and negotiate(
prior to commencing services. The provisions of this Agreement shall constitute the entire
agreement between the parties. This Agreement may not be modified except by a writter
agreement signed by both parties.
5
.~. I.
3.5 Compensation (or services.:agreed to h~rein ~hall be adjusted annually in accordance with the
percentage change in the ''Consumer Price Index,'for Urban Wage Earners and Clerical Workers
(CPI-W) in the Miami - Fl Lauderdale Ronda area, and shall be based on the annual average
CPI-W computation from January 1 through December 31 of the previous year. The COUNTY shall
calculate the adjustment' and submit it to the CONTRACTOR for review as soon as possible
(ollowing publication of the Index. Annual adjustments to contract rates shall be increased or
decreased based on the CPI-W. The annual adjustment shall be made on the anniversary date
each year of contract execution.
3.6 The CONTRACTOR is presently disposing of the liquid biosolids at the MiamilDade SouthWest
Regional Waste Water Treatment Plant and the Sroward County Regional WWTF. If the trea1ment
facility or other govemment-run treatment plants or disposal sites, should increase the cost of
disposal of Uquid biosofids, and the CONTRACTOR subsequently experiences overall cost
increases, ~~,.COYNTY will increase compensation in like amOunt, The ,rate adjustment shall
beCome 'effective at the same time as the rate' adjustment by'the treatment plant or disposal site.
3.7 It is estimated that 5,000,000 (five million) gallons of biosolids and septage will be delivered to the
transfer station sites during the first year of this Agreement If the amount of biosolids and septage
handled falls below 4,500,000 (four million five hundred thousand) gallons in the first year or any
year thereafter, the COUNTY and the CONTRACTOR agree to negotiate an adjustme!lt in the unit
price or adjust the scope of the CONTRACTOR's services.
If a mutually agreeable adjustment 'cannot be reached, the CONTRACTOR or COUNTY reserves
the right to cancel this Agreement within 90 (ninety) days advance notice, with no further obligation
thereafter to either party.
6
- .
"t \...
ARTICLE 4
tNDEMNfFICATlON AND INSU~~CE
4,1 a Indemnification
...
-. . \. ,. .
The CONTRACTOR shall indemnify and shall hold harTnles.s,. the. COUNTY. its employees and
agents (each of the foregoing being hereinafter referred tol~dividuaOy as 'ndemnified Partf)
against all fiability to third parties Oncluding reasonable attorneys' fees}, other than liabiftty solely
the fault of the Indemnified Party, proximately caused by (1) the CONTRACTOR's failure to comply
with any term of this Agreement or with any federal, state, and local laws and regulations; or (2) the
fault or gross negligence of the CONTRACTOR's employees or age~~..
4.1 b The CO~CTOR covenants and agrees to indemnify and hold harmless the COUNTY from any
and all claims for bodily injury Oncluding death), personal injury, and property damage Oncluding
property owned by Monroe County} and any other losses, damages, and expenses Oncluding
attorneys' fees) which arise out of, in connection with, or by reason of services provided by the
CONTRACTOR or any of its Sub-Contractor(s) in any tier, occasioned by the negftgence, errors, or
other wrongfuf act or omission of the CONTRACTOR or its Sub-Contractors in any tier, their
employees, or agents.
In the event the completion of the project (to include work of others) is delayed or suspended as a
result of the CONTRACTOR's failure to purchase or maintain the required insurance, the
CONTRACTOR shall. indemnify the COUNTY from any and all increased expenses resulting from
such delay.
The extent of tiability is in no way limited to, reduced, or lessened by the insurance requirements
contained elsewhere within this Agreement
4.1c The COUNTY shall indemnify and shall hold harmless the CONTRACTOR and its employees and
agents (each of the foregoing being hereinafter referred to individually as -Indemnified Part()
against all tiability to third parties Oncluding reasonable attorney's fees), other than liability solely
the fault of the Indemnified Party, proximately caused by (1) the COUNTY's failure to comply with
any federal, state, and local laws and regulations; or (2) the fault or gross negligence of the
COUNTY's employees or agents, under the terms and provisions of F.S. 768.28.
4.2a Insurance ReQuirements - General Uabilitv
As a pre-requisite of the work governed, or the goods supplied under this Contract Oncluding the
pre-staging of personnel and material), the CONTRACTOR shall obtain, at hislher own expense.
Insurance as specified in any attached schedules, which are made part of this Contract The
CONTRACTOR will ensure that the insurance obtained will extend protection to all Sub-
Contractors engaged by the CONTRACTOR. As an alternative, the CONTRACTOR may require
all Sub-Contractors to obtain insurance consistent with the attached schedules.
7
:I I...
.. . . . . . . ':':'.' ~ 1.. .. ..i: ~ ..~:' ..1 ....,j.~rf~;~:~ ;~/~~'~~" ..::'~. : . ~~-. , .
~, The"CONTRACTOR :will not be,permitted to conlinen~~-:wQrkgQVero~d by this' Contract Oncluding
.'. ~r~'~s:~gin~ of 1?~~9'~~el, .and:mCl~~3Q Q~tir ~~~(~(,l(q~'::~.Vi~~~~;~9(:~e: req,uired insurance has
been. furnished to ~e COUNTY as sp~~d~~q~~~~9~f,a~~ I~, .ute.., co~ncement of W?rK.
resulting from the failure of the CONTRACTOR to proVide satisfactory eVidence of the reqUired
insurance, shall not extend deadlines specified in this, Contract and any penalties and failure to
perf ann assessments shall be imposed as if the work comr;nenced on the specified date and time,
except for the CONTRACTOR's failure to provide satisfactory evidence.
The CONTRACTOR shall maintain the required insurance through the entire tenn of this Contract
and any extensions specified in the attached schedules. Failure to comply with this provision may
result in the immediate suspension of all work until the required insurance has been reinstated or
replaced. Delays in the completion of work resulting from the failure of the CONTRACTOR to
maintain the required insurance shall not extend deadfines specified in this Contract and any
penalties and failure to perfonn assessments shall be imposed as if the work had not been
suspended, except for the CONTRACTOR's failure to maintain required insurance.
The CONTRACTOR shall provide to the COUNTY, as satisfactory evidence of the required
insurance, either:
· Certificate of Insurance
or
· A Certified copy of the actual insurance policy
The COUNTY, at its sole option, has the right to request a certified copy of any or all insurance
policies required by this Contract
All insurance policies must specify that they are not subject to cancellation, non-renewal, material
change, or reduction in coverages unless a minimum of thirty (30) days prior notification is given to
the COUNTY by the insurer.
The acceptance and/or approval of the CONTRACTOR's insurance shall not be construed as
relieving the CONTRACTOR from any liability or obligation assumed under this Contract or
imposed by law.
The Monroe County Board of County Commissioners, its employees and officials will be included
as cAdditionallnsured- on all policies, except for Worker's Compensation.
Any deviations from these General Insurance Requirements must be requested in writing on the
County prepared form entitled -Request for Waiver of Insurance Requirements. and approved by
Monroe County Risk Management
8
". ,
4.2b
....
t:&;~~;r;;g~~f~~~m~~~~~lf~~~~r't:~~~~t ~
a~di~9.n"the'.p'e~0~ fo(which clai~~r:~Jep~~~i s~ould'~~~.d fO( a minimum of twelve (12)
mortllis (oUoWing, ~e acceptance of~~:6y' ~~ c9Qmv. '"
4.2b.1 The Monroe County Board of County Commissioners ~hall be' named as Adlfdionallnsured on all
poflcies issued to satisfy the abOve requirements.
4.2c Prior to the commencement of work governed by this Contract, the CONTRACTOR shall obtain
general fiability insurance. Coverage shall be maintained throughout the life of the contract and
include, as a minimum: '
· Premises Operations
· Products and Completed Operations
· Blanket Contractuaf Uability
· Personal Injury Uability
· Expanded Definition of Property Damage
The minimum limits acceptable shall be:
$ 1,000,000 Combined Single Umit (CLS)
If split limits are provided, the minimum limits acceptable shall be:
$ 500,000 per Person
$ 1,000,000 per Occurrence
$ 100,000 Property Damage
4.2d Insurance ReQuirements - Vehicle Uabilitv
Recognizing that the work governed by this Contract requires the use of vehicles, the
CONTRACTOR, prior to the commencement of work, shall obtain Vehicle Uability Insurance.
Coverage shall be maintained throughout the life of the Contract and include, as a minimum,
liability coverage for.
· Owned, Non-Owned, and Hired Vehicles
The minimum limits acceptable shall be:
$ 1,000,000 Combined Single Limit (CSL)
9
If split limits are provided, the minimum limits acceptable shafl be:
$ 500,000 per Person
$ 1,000,000 per Occurrence
$ 100,000 Property Damage
The Monroe County Board of County Commissioners shafl be named as Additional Insured on all
poliCies issued to satisfy the above requirements.
4.2e Insurance Requirements - Workers' Comoensation
Prior to the commencement of work governed by this Contract, the CONTRACTOR shafl obtain
Workers' Compensation Insurance with limits sufficient to respond to the appficable state statutes.
In addition, the CONTRACTOR shall obtain Employers' Uability Insurance with fimits of not less
than:
S 1,000.000 Bodily Injury by Accident
$ 1.000.000 Bodily Injury by Disease, policy limits
$ 1,000,000 Bodily Injury by Disease, each employee
4.2e.1 Coverage shafl be maintained throughout the entire tenn of the Contract
4.2e.2 Coverage shall be provided by a company or companies authorized to transact business in the
state of Rorida and the Company or companies must maintain a minimum rating of ANI, as
assigned by the AM. Best Company.
4.2e.3 If the CONTRACTOR has been approved by Florida's Department of labor, as an authorized self.
insurer, the COUNTY shafl recognize and honor the CONTRACTOR's status. The CONTRACTOR
may be required to submit a letter of Authorization issued by the Department of labor and a
Certificate of Insurance, providing details on the Contractor's Excess Insurance Program.
4.2e.4 If the CONTRACTOR partiCipates in a self.;nsurance fund, a Certificate of Insurance will be
required. In addition, the CONTRACTOR may be required to submit updated 'financiaf statements
from the fund upon request from the COUNTY.
4.2f Insurance ReQuirements - Pollution liability
Recognizing that the work governed by this contract involves the storage, treabnent processing,
or transporting of potentially polluting material, the Contractor shall purchase and maintain,
throughout the life of the contract. Pollution liability Insurance which will respond to bodily injury,
property damage. and environmental damage caused by a discharge of wastes which are
governed by this contract The policy must specifically identify this contract and specify that
coverage will extend to all losses. claiming pollution or environmental impairment arising out of the
services governed by this contract
10
- .
., '.
The minimumJirnits.Of.liqbility shalf be:
~- .' ,. .:'l-.< - . ' . .. ~, ..
. .
$ 1,000,000 per Occurrence
4.2.f.1 If coverage is provided on a claims made basis, an extended claims reporting period of one C
year will be required.
4.2J.2 The Monroe County Board of County Commissioners shall be named as. an Add'rtional Insured.
4.3 All requests for'waiver of insurance requirements must be submitted on a Monroe County fon
-Request for Waiver of Insurance Requirements.-
4.4 Notwithstanding anything contained in this Agreement to the contrary, CONTRACTOR's liability t
COUNTY shoufd not exceed the levels of insurance coverage stated in section 4.2.
11
'.
ARTICLE 5
MISCELlANEOUS PROVISIONS
5.1 Force Maieure
In the event that either party is unable to perform any of its obligations under this Agreement, or to
enjoy any of its benefits because of any event (hereinafter referred to as a -Force Majeure Evenr)
which is unavoidable and beyond the control of the defaulting party, including, but not restricted to,
a labor stoppage, strike action or unrest, a judicial or governmental decree, regufation, or other
direction not the. fault of the party who has been affected, change in law or interpretation of law, the
threat or initiation of any legal action, communication fine failure, power failure, and any natural
disaster or Act of God, the party who has been so affected shall immediately give notice to the
other party and shall do everything pOSsible to resume performance. Upon receipt of such notice,
this Agreement shall be immediately suspended. If the period of non-performance exceeds fifteen
(15) days from the receipt of notice for the Force Majeure Event, either party may, by giving written
notice, terminate this Agreement However, a change in law or interpretation of law that increases
the Contractor's cost, but does not prohibit performance, is not a Force Majeure event that
excuses performance.
5.2 Termination for Convenience
The COUNTY may terminate this Agreement for convenience with ninety (90) days written notice
to the CONTRACTOR. If so terininaled, the County will remit all payments due for services
provided through the termination date, and reimburse the CONTRACTOR for all documented,
unabsorbed fixed costs, unavoidable variable costs. and overhead as weD as reasonable profits
lost for the term of. this Agreement as a result of such termination for convenience.
5.3 No ContinQent Fees
The CONTRACTOR warrants that hefrt has not employed, retained, or otherwise had act on hislits
behalf any fonner COUNTY officer or employee subject to the prohibition of Section 2 or 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 liabmty and may also, in its discretion; deduct from the contract or purchase price,
or other recover, the full amount of any fee, commission, percentage, gift, or consideration paid to
the former COUNTY officer or employee.
5.4 AssiQnability
AJI 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.
12
. .
~ I ..~
5.5 Costs and Attorneys' Fees ; '. ..
. .... . ' ,)~'l~i,'J;';. . ,. ,.:,;.\:L
ThIs Agreement shall be governed by'the laws anile State of Rorida In the event of any litigation
arising out of this Agreement the prevailing party shall be entif1ed"kMe~onable attorneys' fees
and costs. Venue for any litigation arising out of this Agreement must be in Monroe County,
Rorida Neither party shall be liable to the other for indirect or consequeqti,a,I ~amages.
5.6 All Prior AQreements Suoerseded
No modification; amendment or alteration in the toons or concfltions contained herein shall be
effective unless contained in a written document executed with the same fOnnality and of equal
dignity herewith. In the event any provision of this Agreemenf:shall be held invalid and
unenforceable, the remaining provisions shall be va!id and binding upon the parties. One or more
waivers by either party of any breach of any provision, term. concfltion, or covenant shall not be
construed by the other party as a waiver of a subsequent breach of the sum by the other party.
5.7 Truth-in-NeQotiation Certificate
The CONTRACTOR shall provide to the COUNlY a Truth-in-Negotiation Certificate, as required
by 5(a), FS 287.055.
5.8 ChanQes 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 Uberty 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
5.9 Comofiance with Law
The CONtRACTOR and the COUNTY, as well as their employees and subcontractors shall
prompUy observe, comply with, and execute the provision of any and altpresent 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.
5.10 Ucenses
The CONTRACTOR shall, during the life of this Agreemen~ procure and keep in full force, effect
and good standing aU necessary ficenses, registrations, certificates, 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.
13
5.11 Waiver of Claim
Of--:'.. ':,.
The CONTRACTOR and the COUNTY hereby mutually waive anyclaim.agai.nst each other, their
elected or appointed officials, agents, and employees, for any loss of antiCipate4 profits caused by
any ~~it ()r proceedings br~ught by any third party direcUy or inolfecdy attacking the validity of this
AgreefDent. 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 .
5.12 InteQrated AQreement
This Agreement including exhibits hereto, comprises the entire Agreement between the
CONTRACTOR and the COUNTY, and there are no agreements, understandings, promises, or
conditions, oral or written, expressed 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.
14
'4"- ..:
ARTICLE 6
DURATION OF CONTRACT
........ . '~...
~r;_f"~. . --,
6.1
. O~e(~,nQ'T erm:
. ;.1. '~'::'~' i~:~. . _ I_
,-;,:".'. .....;:. '. , '.
U.QI~s{.soOner terminated in accordance with the tenns herein, thi~ Agreement shall COnvt1ence on
cpmpJeteexecution of this cOntract by both parties and conti~ue for a period 'of four (4) years. This
Agreement may be renewed for up to two (2) adaltional periods, four (4) years each on the terms
and conditions set forth herein, unless either party shall give notice of non-renewal to the other no
sooner than 180 days and no later than 90 days prior to the end of the initial term h\ any renewal
term. ~~
"'.
, .
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the respective
dates under such signature: MONROE COUNlY through its Board of County Convnissioners, signing by
and through its Chainnan. authorized to execute same by Board action on the' 15-Ih day of
ITidfcn . 1995 and WHEELABRATOR CLEAN WATER SYSTEMS, INC,. signing by and
through September 30. 2006 duly authorized to execute same.
WHEELABRATOR CLEAN WATER SYSTEMS, MONROE COUNTY, through its
INC. BOARD OE UNTY COMMISSIONERS
By:
h--J V~(?
David Vorel, V. Pres. & Controller
Hardt 10, 1995
By:
o 3 - I S- '1 ~
Date:
ATTE~
Michael Pace
----
. ~ ATTEST: DANNY 1. KOLHAGE, Clerk
~C. &v~
Clerk of the Circuit Court and Ex-officio
Clerk to the Board of County Commissioners
Approved as to Form and legal Sufficiency
/>~- ~fr
By: . _ . .-- ~ . :1. . ,,_ ._
Oate::.~ n i?_~
15