Item C14
BOARD OF COUNTY COMMISSIONERS
AGENDAITEMSU~RY
Meeting Date: August 15.2007
Division:
Public Works
Bulk Item: Yes -L
No
Department: Facilities Maintenance
Staff Contact Person: John W. King:. x4531
AGENDA ITEM WORDING: Approval of (1) Renewal and Amendment of Agreement for
Operation and Maintenance of the Wastewater Treatment Plant at Marathon Government Center in
order to renew for an additional one-year period and clarify Item 4 in the original contract, Contract
Sum, and (2) Assignment and Assumption of Agreement of Contract and Consent of the Monroe
County Board of County Commissioners.
ITEM BACKGROUND: On August 31, 2007, the current contract with Synagro Southeast, Inc. will
expire. The original contract was for one year, with two one-year options to renew. Staff recommends
exercising the second renewal option and renew the contract for an additional one-year period in
accordance with Article 6B of the original contract dated August 18, 2005, as renewed August 16,
2006. Synagro has requested clarification of Item 4, The Contract Sum, with regard to the $500.00
limit. Also, Synagro Southeast, Inc. has merged with Synagro South, LLC, following which Synagro
Southeast, Inc. withdrew from doing business in Florida. By approving the Assignment, Monroe
County consents to the assignment of the contract from Synagro Southeast, Inc. to Synagro South,
LLC, which is properly qualified to do business Florida.
PREVIOUS RELEVANT BOCC ACTION: On August 18,2005, the BOCC approved awarded the
bid and contract to Synagro Southeast, Inc. for the operation and maintenance of the wastewater
treatment plant at the Marathon Government Center, and on August 16,2006, the BOCC approved the
first renewal option which expires on August 31, 2007.
CONTRACT/AGREEMENT CHANGES: Renewal to commence on September 1,2007 and
terminate on August 31, 2008, and an increase in cost by the CPI-U of 2.7% as follows: MontWy
Operation and Maintenance charges shall increase from $966.86 per month to $992.97 per month.
Repairs during normal working hours beyond the $500.00 limit shall increase from $57.37 per hour to
$58.91 per hour. Emergency service calls for overtime hours shall increase from $86.05 per hour to
$88.37.
STAFF RECOMMENDATIONS: Approval
TOTAL COST:$25.000.00 approx.
COST TO COUNTY: Same
BUDGETED: Yes --X...... No
SOURCE OF FUNDS: Ad Valorem
REVENUE PRODUCING: Yes_ NoX AMOUNT PER MONTH Year
APPROVED BY: County Atty f OMBlPurchasing _ Risk Management ~
DOCUMENTATION: Included X Not Required_
DISPOSITION:
Revised 2/05
AGENDA ITEM #
MEMORANDUM-
DATE: July 31, 2007
TO: Dent Pierce, Division Director
Public Works
FROM: John W. King, Sr. Director
Lower Keys Operations
RE: Agenda Item - August 15,2007 BOCC Meeting
Renewal and Amendment to Agreement - Synagro
Southeast, Inc. - Marathon Government Center,
Marathon, Florida
The current contract with Synagro Southeast, Inc. will expire on August 31, 2007. Staff
recommends exercising the second of the two options to renew the contract for an
additional one-year period in accordance with Article 6B of the original contract dated
August 18,2005, and as renewed August 16,2006.
Prior to exercising the second renewal option, Synagro requested clarification of Item 4,
The Contract Sum, with regard to the $500.00 limit as it was being interpreted one way by
Synagro and a different way by Monroe County.
Also, Synagro Southeast, has merged with other Synagro entities and withdrew from doing
business in Florida. Prior to withdrawal, Synagro Southeast assigned its assets to the
surviving entity in the merger, Synagro South, LLC, Synagro South, LLC now asks for the
BOCC's consent to the assignment and assumption.
The amendment and renewal will commence on September 1, 2007 and terminate on
August 31, 2008, with an increase in cost by the CPI-U of 2.7% as follows: Monthly
Operation and Maintenance charges shall increase from $966.86 per month to $992.97 per
month. Repairs during normal working hours beyond the $500.00 limit shall increase from
$57.37 per hour to $58.91 per hour. Emergency service calls for overtime hours shall
increase from $86.05 per hour to $88.37.
I hereby request approval to extend and amend the contract with Synagro Southeast, Inc.
and consent to the assignment of the contract to Synagro South, LLC for the operation and
maintenance of the sewage treatment plant at the Marathon Government Center.
JWK/jbw
Enclosures
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: Synagro South, LLC Contract #_
Effective Date: 09/01/07
Expiration Date: 08/31/08
Contract Purpose/Description:
Operation and Maintenance of the Wastewater Treatment Plant at the Marathon
Government Center, Marathon, Florida
Contract Manager: Jo B. Walters 4549 Facilities Maint/Stop #4
(N ame) (Ext.) (Department/Stop #)
for BOCC meeting on August 15, 2007 Agenda Deadline: July 31,2007
CONTRACT COSTS
Total Dollar Value of Contract:
$25,000 Current Year Portion: $ 1,500.00
approx
Account Codes: 001-20501-530-340-_
Budgeted? Y es~ No D
Grant: $ N/A
County Match: $ N/ A
- - - -
-----
- - - -
-----
- -
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ADDmONAL COSTS
Estimated Ongoing Costs: $_/yr For:
(Not included in dollar value above) (eg. maintenance, utilities. janitorial, salaries, etc.)
CONTRACT REVIEW
Division Director
Changes
~~~~ Needed
AJJ2ID'7 YesD NoG(
~/2/uJ YesD NouY
Date Out
Risk Man~ae~
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O.M.B./Pur ~ng
~ "'b-0'1 YesD No
~1- YesD No0J
County Attorney
Comments:
OMB Form Revised 2/27/01 MCP #2
RENEWAL AND AMENDMENT OF AGREEMENT
Operation and Maintenance Sewage Treatment Plant
Marathon Government Center Marathon, Florida
THIS Renewal is made and entered into this _day of August, 2007 between MONROE
COUNTY, FLORIDA and SYNAGRO SOUTHEAST INe. in order to renew the agreement between
the parties dated August 18, 2005, and renewed August 16, 2006, (copies of which are incorporated
hereto by reference), as follows:
1. The owner exercises the second of two one-year renewal options in accordance with
Paragraph 6.B. of the original contract dated August 18, 2005 ("Contract").
2. In accordance with Paragraph 6.B. of the Contract, the contract amount is adjusted in
accordance with the percentage change in the Consumer Price Index for all urban
consumers (CPI-U) for the most recent twelve months available. Monthly Operation
and Maintenance charges shall increase the CPI-U amount of 2.7% from $966.86 per
month to $992.97 per month. Repairs during normal working hours beyond the $500.00
limit shall increase from $57.37 per hour to $58.91 per hour. Emergency service calls
for overtime hours shall increase from $86.05 per hour to $88.37.
3. Paragraph 4. THE CONTRACf SUM, is amended to read as follows:
"The County shall pay to the Contractor for the faithful performance of said services on
a per month in arrears basis on or before the 30th day of the following month in each of
twelve (12) months. The Contractor shall invoice the County monthly for sewage
treatment plant operation and maintenance performed under the Specification contained
herein. The Contract price (as stated in the Contractor's proposal must be invoiced as
follows:
. Monthly Operation and Maintenance Services
(as outlined in the contract specifications) $992.97 per month
. Repairs (routine, prior written approval required). Normal working
working hours of 8:00 a.m. to 5:00 p.m. Monday through Friday,
excluding holidays, beyond the $500.00 limit $58.91 per hour
. Emergency service call. Overtime rate for hours other
other than normal hours as stated above, including weekends
and holidays.
$88.37 per hour
. Handling fee for parts required for operation, maintenance.
repairs, and emergency services.
. Sludge removal (beyond four per year required as
regu lar maintenance)
Cost + 20 %
Cost + 12 %
Note: There are ltO additional costs for travel, mileage, meals, or lodging.
4. Paragraph 4 of the Contract is amended to add the following:
"In any month in which the total for Repairs (as defined above)
does not exceed $500.00, the Contractor will not invoice said
amount to County and will be responsible for said amount.
In any month in which Repairs (as defined above) exceed
$500.00, the Contractor will invoice and the County will pay the
full amount stated on the invoice."
5. The term of the renewed agreement will commence on September 1,2007 and telminate
on August 31. 2008.
6. In all other respects, the original agreement between the parties dated August 18, 2005,
and renewed August 16, 2007, remain in full force and effect.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seal, the day and year
first written above.
(Seal)
Attest: DANNY L KOLHAGE, CLERK
BOARD OF COUNTY COMMISIONERS
OF MONROE COUNTY, FLOIUDA
By:
By:
Deputy Clerk
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Prirlt Name I
SYNAGRO SOUTHEAST, INC.
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Print Name
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Print Name
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Date:
07/;7/d7
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Dated;
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MONROE COUNTY ATTORNEY
AP~lTI't:Zr
YNTHfA L. HALL
ASSISTANT COUNTY ATTOI3NEY
Date_ ~ - Od-. - #-.00"-1-
ASSIGNMENT AND ASSUMPTION AGREEMENT OF CONTRACT
AND CONSENT OF MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT OF CONTRACTS (this
"Agreement") is made to be effective the 19th day of September 2005, by and between Synagro
Southeast, Inc., a Delaware corporation ("Assignor"), and Synagro South, LLC, formerly known
as Synagro South, Inc., a Delaware limited liability company ("'Assignee").
WHEREAS, Synagro Technologies, Inc. is the ultimate parent company of both Assignor
and Assignee and Assignee is the direct parent company of Assignor;
WHEREAS, Assignor has entered into a Agreement, dated August 18, 2005, and all
amendments and extensions thereafter, with the Monroe County Board of County
Commissioners, for the Operation & Maintenance of the Sewage Treatment Plant Marathon
Government Center located at 2798 Overseas Highway, Monroe County, Marathon, Florida,
which agreement is incorporated herein by this reference (the "Contract");
WHEREAS, Assignor desires to assign and transfer to Assignee all of its right, title and
interest in and to the Contract, subject to the terms, conditions, representations, covenants and
agreements set forth in this Agreement;
WHEREAS, Assignee desires to assume the responsibility and obligation for the
performance of all the services and other matters to be performed under the Contract after the
date hereof in accordance with the terms set forth herein; and
WHEREAS, the Monroe County Board of County Commissioners desires to give its
consent to such Agreement as required by the Contract.
NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth
below, Assignor and Assignee agree as follows:
1. Assignment. Assignor hereby assigns, transfers and sets over to Assignee, its
successors and assigns, all of its right, title and interest in, to and under the Contract, subject to
the terms, covenants, agreements, representations and conditions thereof
2. Acceptance. Assignee accepts the assignment of the Contract, agrees to be bound
by all commitments and obligations required to be performed or complied and any liability
directly caused by Assignee as a result of Assignee's defective performance or compliance with
such commitments and obligations, regardless of whether the work had been required to be
performed by Assignor prior to the assignment;
3. Counterparts. This Agreement may be executed in two counterparts, each of
which shall be deemed an original and which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, each party has caused this Agreement to be duly executed
and effective as of the date above written.
Synagro Southeast, Inc.
("ASSIGNOR")
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By: ~-' jeou, . t/i ___
J. Paul Withrow
Vice President
Tax ID: 74-2924511
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By: . t/ //t--
Thomas J. Bintz ~ /
Assistant Secretary
Synagro South, LLC
(" ASSI GNEE")
By:3/fLf JzC__
J. Paul Withrow
Vice President
Tax ID: 76-0612567
By: ./~f/7
Thomas J.-Bintz
Assistant Secretary
CONSENT OF THE MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
TO ASSIGNMENT AND ASSUMPTION
The undersigned hereby consents to the foregoing Assignment and Assumption of the Contract,
by and between Assignor and Assignee.
Effective as of the _ day of
,2007.
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
BY:
[SEAL J
Mario Di Gennaro. Mayor
Date:
ATTEST: DANNY L. KOHLAGE, CLERK
By:
Deputy Clerk
MONROE COUNTY ATTORNEY
AffROVED AS T~0ff:
~~~/.
- ; YNTHIA L. HALL
ASSISTANT COUNTY ATTORNEY
Date f)f!J'-O:J--O~
2
~WALAGRE~MENT
Operation and Maintenance Sewage Treatment Plant
Marathon Government Center
Marathon, Florida
THIS Renewal is made and entered into this //,j/,., day of August, 2006 between MONROE
coUNTY, FLORIDA and SYNAGRO SOUTHEAST INC. in order to renew the agreement
between the parties dated August 18,2005 (a copy which is incorporated hereto by reference), as
follows:
1. Exercise the first of two. one-year renewal options in accordance to Article 6.B. of
the original contraCt dated August 18, 2005, and adjust the contract amount in
accordance with the percentage change in the Consumer Price Index for all urban
consumers (CPI-U) for the most recent twelve months available.
2. Monthly Operation and Maintenance charges sbal1 increase 4.3% from $927.00 per
month to $966.86 per month. Repairs during normal working hours beyond the
$500.00 limit shall increase from $55.00 per hour to 557.37 per hour. Emergency
service calls for overtime hours shall increase from $82.50 per hour to $86.05.
3. The term of the renewed agreement will commence on September 1, 2006 and
terminate on August 31, 2007.
4. In all other respects, the original agreement between the parties dated August 18,
2005, remains in full force and effect.
BOARD OF COUNTY COMMISIONERS
OF MONROE C Y, FLORIDA
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CONTRACf
TIllS AGREEMENT, made and entered into this 18* day of August, 2005, AD., by and
between MONROE COUNTY, FLORIDA, (hereinafter sometimes call the "owner" or
"County"), and Synagro Southeast, Inc. (hereinafter called the "Contractor").
That the parties hereto, for the consideration hereinafter set forth, mutually agree as
follow:
1. THE CONTRACf
The contract between the owner and the contractor, of which this agreement is a
part, consists of the contract documents, as specified in paragraph 2.
2. THE CONTRACt DOCUMENTS
The contract documents consist of this agreement, the specifications, the DEP
Operating permit, all change orders, and any addenda issued hereafter, any other
amendments hereto executed by the parties hereafter, together with the bid
proposal and all required insurance documentation.
3.
SCOPE OF THE WORK
The Contractor shall provide all necessary supplies and equipment required in the
performance of this contract, and perform all of the work described in paragraph ~
40, and in his bid entitled: S c: g
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incorporated herein by reference, as part of this contract docum~. TheUl
specifications shall serve as minimum contract standards, and shall be the basis of
inspection and acceptance of all the work.
OPERATION & MAINTENANCE
SEWAGE TREATMENT PLANT
MARATHON GOVERNMENT CENTER
2798 OVERSEAS mGHWAY
MONROE COUNTY, MARATHON, FWRIDA
4. THE CONTRACt SUM
The County shall pay to the Contractor for the faithful performance of the
contract services on a per month in arrears basis on or before the 30* day of the
following month in each of twelve (12) months. The Contractor shall invoice the
County monthly for sewage treatment plant operation and maintenance performed
under the Specifications contained herein. The Contract price (as stated in the
Contractor's proposal) shall be invoiced as follows:
. Monthly Operation and Maintenance Services
(as outlined in the contract specifications) $927.00 per month
. Repairs (routine, prior approval required). Normal working
Hours of8:oo a.m. to 5:00 p.m. Monday through Friday,
excluding holidays, beyond the $500.00 limit $55.00 per hour
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. Emergency service call. Overtime rate for hours
other than normal hours as stated above, including weekends
and holidays. $82.50 per hour
. Handling fee for parts required for operation, maintenance,
Repairs, and emergency services. Cost + 2Ql'.Io
. Sludge removal (beyond four per year required as
~l~mainre~~ ~st+ll%
Note: TIu!re are 110 additiolUll costs 0,. reimbursement for travel, mileIlge, meals, or
Iodgillg.
s. CONTRAcroR'S ACCEPTANCE OF CONDmONS
A The Contractor hereby agrees that he bas carefully examined the site and
has made investigations to fully satisfy himself that such sire is correct and
a suitable one for this work and he assumes full responsibility therefore.
The provisions of the Contract shall control any inconsistent provisions
contained in the specifications. All specifications have been read and
carefully considered by the Contractor, who understands the same and
agrees to their sufficiency for the work to be done. Under no
circumstances. conditions, or situations shall this Contract be more
strongly construed against the Owner than against the Contractor.
B. Any ambiguity or uncertainty in the specifications shall be interpreted and
constnled by the Owner, and his decision shall be final and binding upon
all parties.
C. The passing. approval. and/or acceptance by the Owner of any of the
services furnished by the Contractor shall not operate as a waiver by the
Owner of strict compliance with the terms of this Contract. and
specifications covering the services. Failure on the part of the ~ntractor,
immediately after Notice to ~rrect shall entitle the Owner, if it sees fit, to
correct the same and recover the reasonable cost of such replacement
and/or repair from the Contractor, who shall in any event be jointly and
severally liable to the Owner for all damage, loss, and expense caused to
the Owner by reason of the Contractor's breach of this Contract and/or his
failure to comply strictly and in an things with this ~ntract and with the
specifications.
6. TERM OF CONTRACfIRENEW AL
A This contract shall be for a period of one (1) year, commencing Se1>tember
1. 2005. and terminating August 31. 2006.
B. The Owner shall have the option to renew this agreement after the first
year for two additional one year periods. The Contract amount agreed to
herein might be adjusted annually in accordance with the percentage
2
change in the Consumer Price Index for all urban consumers (CPI-V) for
the most recent twelve (12) months available.
7. HOLD HARMLESS
The Contractor covenants and agrees to indemnify and hold harmless Monroe
County Board of County Commissioners from any and all claims for bodily injury
(including death), personal injury, and property damage (including property owned
by Monroe County) and any other losses, damages, and expenses (mcluding
attorney' s fees) which arise out ot: in connection with. or by reason of services
provided by the Contractor or any of its Subcontraetor(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.
In the event the completion of the project (to include the work of others) is delayed
or suspended as a result of the Contractor's failure to pwcl1ase or maintain the
required insurance, the Contractor shall indemnify the County from any and all
increased expenses resulting from such delay.
The first ten dollars ($10.00) of remuneration paid to the Contractor is for the
indemnification provided for above.
The extent of liability is in no way limited to, reduced, or lessened by the
insurance requirements contained elsewhere within this agreement.
8. INDEPENDENT CONTRAcroR
At all times and for all purposes under this agreement the Contractor is an
independent contractor and not an employee of the Board of County
Commissioners for Monroe County. No statement contained in this agreement
shall be construed so as to find the contractor or any of hislher employees,
contractors, servants, or agents to be employees of the Board of County
Commissioners for Monroe County.
9. ASSURANCE AGAINST DISCRIMINATION
The Contractor shall not discriminate against any person on the basis of race,
creed, color, national origin, sex, age, or any other characteristic or aspect which is
not job related, in its recruiting, hiring, promoting, terminating, or any other area
affecting employment under this agreement or with the provision of services or
gooc:l$ under this agreement.
10. ASSIGNMENTISUBCONTRACI'
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 for Monroe County, which approval shall be subject to such
conditions and provisions as the Board may deem necessary. This paragraph shall
3
be incorporated by reference into any assignment or subcontract and any assignee
or subcontractor sbal1 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 obligation upon the board in addition to the total agreed-
upon price of the services/goods of the contractor.
11. COMPLIANCE WITH LAW
In providing all services/goods pursuant to this agreement, the contractor shall
abide by all statutes, ordinances, roles and regulation pertaining to, or regulating
the provisions ot: 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.
12. INSURANCE
Prior to execution of this agreement, and maintained throughout the life of the
contract, the contractor shall furnish to the Owner Certificates of Insurance
indicating the minimum coverage limitation as listed below:
A. General Liability - include as a minimum:
. Premises Operations
. Products and Completed Operations
. Blanket Contractual Liability
. Personal Injury Liability
. Expanded Definition of Property Damage
The minimum limits acceptable shall be $300,000 Combined Single Limit
If split limits are provided, the minimum limits acceptable shall be:
$100,000 per person; $300,000 per Occurrence; and $50,000 Property
Damage.
An Occurrence Form policy is preferred. If coverage is provided on a
Claims Made Policy, its provisions should include coverage for claims filed
on or after the effective date of this contract. In addition, the period for which
claims may be reported should extend for a minimum of twelve months
following the acceptance of work by the County.
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS MUST
BE NAMED AS ADDlTlONAL INSURED.
B. Vehicle Liability - include as a minimum:
. Owned, Non-Owned, and Hired Vehicles
4
The minimum limits acceptable shall be $100,000 Combined Single Limit
If split limits are provided, the minimum limits acceptable shall be:
$50,000 per Person; 5100,000 per Occurrence; and $25,000 Property
Damage.
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
MUST BE NAMED AS ADDmONAL INSURED.
C. Workers Compensation -limits sufficient to respond to Florida Statute 440.
In addition, the Contractor shall obtain Employers' Liability Insurance with
limits of not less than:
$100,000 Bodily Injury by Accident
5500,000 Bodily Injury by Disease, policy limits
$100,000 Bodily Injury by Disease, each employee
Coverage shall be provided by a company or companies authorized to transaet
business in the State of Florida and the company or companies must maintain
a minimum rating of A-VI, as assigned by the AM. Best Company.
If the Contractor has been approved by Florida's Department of Labor, as an
authorized self-insurer, the County shall 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 Certificate of Insurance, providing
details on the Contractor's Excess Insurance Program.
If the Contractor participates in a self-insurance fund, a Certificate of
Insurance will be required. In addition, the contractor may be required to
submit updated financial statements from the fund upon request from the
County.
D. Pollution Liability - The minimum limits of liability shall be:
$1,000,000 per 0ccurrenctI$2, 000,000 Aggregate
If coverage is provided on a claims made basis, an extended claims reporting
period of four (4) year will be required.
13. FUNDING A V AILABll.JTY
In the event that funds from Facilities Maintenance Contractual Services are
partially reduced or cannot be obtained or cannot be continued at level sufficient
to allow for the purchase of the services/goods specified herein, this agreement
may then be terminated immediately at the option of the Board of County
Commissioners by written notice of termination delivered in person or by mail to
5
the contractor. The Board shall not be obligated to pay for any services provided
by the contractor after the contractor has received written notice of termination.
14. PROFESSIONAL RESPONSmlLlTY
The Contractor warrants that it is authorized by law to engage in the performance
of the activities encompassed by the project herein described, subject to the terms
and conditions set forth in these contract documents The provider shall at all
times exercise independent, professional judgment and shall assume professional
responsibility for the services to be provided. Continued funding by the Owner is
contingent upon retention of appropriate local, state, and/or federal certification
and/or licensure of contractor.
15. 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 Facilities Maintenance
3583 S. Roosevelt Blvd.
Key West, FL 33040
16. CANCELLATION
FOR CONTRACTOR
Synagro Southeast, Inc.
5198 Overseas Highway
Marathon, FL 33050
A) In the event that the contractor shall be found to be negligent in any aspect
of operation maintenance, repair, or service, the County shall have the
right to terminate this agreement after five days written notification to the
Contractor.
B) Either of the parties hereto may cancel this agreement without cause by
giving the other party sixty (60) days written notice of its intention to do
so.
17. GOVERNING LAWS
Governing Law, Venue, Interpretation, Costs, and Fees: This Agreement shall be
governed by and construed in accordance with the laws of the State of Florida
applicable to contracts made and to be performed entirely in the State.
In the event that any claim, cause of action, administrative proceeding, or suit is
instituted for the enforcement or interpretation of the agreement, the County and
contractor agree that venue shall lie exclusively in the appropriate court or before
the appropriate administrative body in Monroe County, Florida.
6
The County and Contractor agree that, in the event of conflicting interpretation of
the terms or a term of this agreement by or between any of them the issue shall be
submitted to mediation prior to the institution of any other administrative or legal
proceeding.
18. RECORDKEEPING
Contraetor shall 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 four years following the termination of this Agreement.
If an auditor employed by the County or Clerk determines that monies paid to
Contractor pursuant to this Agreement were spent for purposes not authorized by
this Agreement, the Contractor shall repay the monies together with interest
calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid
to Contractor.
19. SEVERABILITY
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.
20. ATTORNEY'S FEES AND COSTS
The County and Contractor agree that in the event any cause of action or
administrative proceeding is initiated or defended by any party relative to the
enforcement or interpretation of this Agreement, the prevailing party shall be
entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket
expenses, as an award against the non-prevailing party, and shall include
attorney's fees, court costs, investigative, and out-of-pocket expenses in appellate
proceed1ngs. Mediation proceedings initiated and conducted pursuant to this
Agreement shall be in accordance with the Florida Rules of Civil Procedure and
usual and customary procedures required by the circuit cowt of Monroe County.
21. BINDING EFFEct
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The terms, covenants, conditions, and provisions of this Agreement shall bind and
inure to the benefit of the County and Contractor and their respective legal
representatives, successors, and assigns.
22. AUTHORITY
Each party represents and warrants to the other that the execution., delivery and
performance of this Agreement have been duly authorized by all necessary
County and corporate action., as required by law.
23. CLAIMS FOR FEDERAL OR STATE AID
Contractor and County agree that each shall be, and is, empowered to apply for,
seek, and obtain federal and state funds to further the purpose of this Agreement;
provided that all applications, requests, grant proposals, and funding solicitations
shall be approved by each party prior to submission.
24. ADJUDICATION OF DISPUTES OR DISAGREEMENTS
County and Contractor 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 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 party shall have the right to
seek such relief or remedy as may be provided by this Agreement or by Florida
law. This paragraph does not supersede the provisions of paragraph ]6
concerning cancellation.
25. COOPERATION
In the event any administrative or legal proceeding is instituted against either
party relating to the formation., execution., performance, or breach of this
Agreement, County and Contractor agree to participate, to the extent required by
the other party, in all proceedings, hearings, processes, meetings, and other
activities related to the substance of this Agreement or provision of the services
under this Agreement. County and Contractor specifically agree that no party to
this Agreement shall be required to enter into any arbitration proceedings related
to this Agreement.
26. NONDISCRIMINATION
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 allloca1 ordinances, as applicable, relating to
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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 bandicaps~ 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;; 7) The
Public Health Service Act of 1912, ss. 523 and 527 (42 USC 55. 69Odd-3 and
29Oee-3), as amended, relating to confidentiality of alcohol and drug abuse patient
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 NoteO, as maybe
amended from time to time. relating to nondiscrimination on the basis of
disability~ 10) Any other nondiscrimination provisions in any federal or state
statutes which may apply to the parties to, or the subject matter ot: this
Agreement. Monroe County Code Ch. 13, Art. VI, prohibiting discrimination on
the basis of race, color, sex, religion, disability, national origin, ancestry, sexual
orientation, gender identity or expression, familial statuS or age. 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.
27. COVENANT OF NO INTEREST
County and Contractor covenant that neither presently has any interest, and shall
not acquire any interest, which would conflict in any manner or degree with its
performance under this Agreement, and that only interest of each is to perform
and receive benefits as recited in this Agreement.
28. CODE OF ETHICS
County agrees that officers and employees of the County recognize and will be
required to comply with the standards of conduct for public officers and
employees as delineated in Section 112.313. Florida Statues, regarding, but not
limited to, solicitation or acceptance of gifts; doing business with one's agency~
unauthorized compensation; misuse of public position, conflicting employment or
contractual relationship~ and disclosure or use of certain information.
29. NO SOUCITATlONIPAYMENT
The County and Contractor warrant that, in respect to itself: it has neither
employed nor retained any company or person, other than a bona fide employee
working solely for it, to solicit or secure this Agreement and that it has not paid or
agreed to pay any person, company, corporation, individual, or firm, other than a
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bona fide employee working solely for it, any fee, commission, percentage, gift,
or other consideration contingent upon or resulting from the award or making of
this Agreement. For the breach or violation of the provision, the Contraetor
agrees that the County shall have the right to terminate this Agreement without
liability and, at its discretion, to offset from monies owed, or otherwise recover,
the full amount of such fee, commission, percentage, gift, or consideration.
30. PUBliC ACCESS
The County and ContraCtor shall allow and permit reasonable access to, and
inspection ot: all documents, papers, letters or other materials in its possession or
under its control subject to the provisions of Chapter 119, Florida Statues, and
made or received by the County and Contractor in conjunction with this
Agreement; and the County shall have the right to unilaterally cancel this
Agreement upon violation of this provision by Contractor.
31. NON-WAIVER OF IMMUNITY
Notwithstanding the provisions of Sec. 768.28, Florida Statues, the participation
of the County and the 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.
31. PRIVILEGES AND IMMUNITIES
All of the privileges and immunities from liability, exemptions from laws,
ordinances, and roles and pensions and reliet: disability, workers' compensation,
and other benefits which apply to the activity of officers agents or employees of
any of any public agents 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.
33. LEGAL OBLIGATIONS AND RESPONSffiILITIES
Non-Delegation of Constitutional or Statutory Duties. This Agreement is not
intended to, nor shall it be construed as, relieving any participating entity from
any obligation or responsibility imposed upon the entity by law except to the
extent of actual and timely performance thereof by and participating entity, in
which case the performance may be offered in satisfaction of the obligation or
responsibility. Further, this Agreement is not intended to, nor shall it be
construed as, authorizing the delegation of the constitutional or statutory duties of
the County, except to the extent pennitted by the Florida constitution, state
statute, and case law.
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34. NON-RELIANCE BY NON-PARTIES
No person or entity shall be entitled to rely upon the terms, or any of them, of the
Agreement to enforce or attempt to enforce any third-party claim or entitlement to
or 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 this Agreement.
35. 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.
36. 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.
37. EXECUTION ON 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 any of the parties hereto may execute this Agreement by
signing any such counterpart.
38. SECTION HEADINGS
Section headings have been inserted in this Agreement as a matter of convenience
of reference only, and it is agreed that such section headings are not a part of this
Agreement and will not be used in the interpretation of any provision of this
Agreement.
39. CONTINGENCY STATEMENT
Monroe County's performance and obligation to pay under this contract is
contingent upon an annual appropriation by the Monroe county Board of County
Commissioners.
40. SPECIFlCA nONS
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1. The Contractor's services shall include all DEP requirements stipulated in
the Operating Permit (attached as Exhibit A) in order to operate the facility
efficiently and reliably, and to mAint'lin the facility according to the Permit. The
Contractor shall invoice the County for the operation and maintenance services on
a monthly basis, in arrears, at the fee schedule rate and shall:
A Comply with all conditions specified within the current permit for this
facility .
B. Comply with all DEP rules, Florida Statutes, and county and local
regulations pertaining to the operation and maintenance of wastewater
facilities, systems of treatment and control, and related appurtenances.
C. Notify the County Facilities Maintenance Department, by written notice,
of changes in DEP rules, Florida Statues, county and local regulations, as
they apply to plant permitting or operations.
D. Become familiar with all Permit requirements, DEP rules, Florida Statutes,
and county and local regulations which affect the above referenced
wastewater facility. In addition, the contractor shall advise and make
recommendation to the County on matter concerning the operation of the
facility, and shall provide written notification to the County of any and all
deficiencies encountered that may result in a non-compliance operating
violation. This notification shall include the observation of the
deficiencies, recommended corrections, and cost estimates. Said
notification shall be delivered to the Facilities Maintenance Director for
review and approval. In the event that the County shall receive a notice on
non-compliance or of potential violation, written notice shall be given the
contractor.
E. Provide, and maintain on site, records as required by the Permit
conditions. The ContraCtor shall submit supplemental copies of record
documents and monthly operation reports (MOR) to the Facilities
Maintenance Director.
F. Inspect and maintain the facility's equipment, practices, and operation
regulated or required by the Permit conditions.
G. Perform all other routine operation and maintenance tasks for the facility
as part of the monthly service and included in the monthly fee such as., but
not limited to, the following:
a. Operate the wastewater facility according to the manufacturer's
specifications and pursuant to the Federal. State, County, and local
regulatory rules with particular attention to Florida Laws, Chapter
403 and the Florida Administrative Codes, 62-600, 62-604, 62-610,
62-611,62-640, F.AC., and other applicable sections;
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b. Inspect and lubricate all equipment which requires lubrication in
accordance with the manufacturer's specification and
recommendations
c. Supply, monitor, and record chlorine feed and effiuent residuals
regularly. Chlorine costs shall be included in the monthly operation
and maintenance fee.
d. Replace motorlblower behs when required (labor and parts furnished
by the Contractor)~
e. Clean blower filters on a regular basis~
f. Repair minor electrical and plumbing problems at the contractors cost
ofS500.00 and below~
g. Perform minor repairs of pump station equipment and controls at the
contractors cost of $500.00 and below~
h. Maintain proper adjustment of all apparatus controls~
1. Maintain all painted surfaces~
j. Record the daily flow in gallons per day~
k. Record the Ph of effiuem;
1. Daily maintain air to all required components of the treatment plant.
The contractor shall individually check and clean all air diffusers and
skimmers as required. then adjust aeration as required to maiJ1tain
plant balance;
m. Check sludge return;
n. Transfer sludge as required to various plant components and
concentrate into the digester as necessary to maintain plant operating
efficiency;
o. Mechanically check standby equipment weeldy~
p. Clean and hose down plant regularly to (TIAlntSlin good housekeeping
of the facility, and remove all unsightly debris and materials from
facility area on a regular basis;
q. Provide all digester sludge removal services: Maximum of four
removals annually, when required. Any additional removals require
the County's prior written approval~ the contractor shall notify the
Facilities Maintenance Department when such additional removals
are anticipated. The cost breakdown for any removals beyond the
four cited above shall consist of the disposal cost to the contractor
plus li% handling charge. The Contraetor shall be solely responsible
for all sludge removal services and any required testing. The
Contractor shall submit to the Facilities Maintenance department a
copy of the landfill inbound charge ticket(s) after every sludge
removal service~ and
r. Provide for emergency standby pumping services for the facility
(inclusive of all necessary equipment, materials. and labor) in the
event that an unusual occurrence makes it necessary to immediately
pump out a plant to prevent untreated wastewater from improperly
escaping into the environment. The Contractor shall perform this
function to the best of the Contractor's ability considering the
circumstances surrounding the unusual occurrence, and such
occurrences shall qualify this as an emergency service.
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s. Monitoring of influent concentrations of total nitrogen and total
phosphorus and report results to the Department at a minimum
quarterly frequency in accordance with Rule 62-601.300(6) of the
Florida Administrative Code.
H. Provide sampling. testing, results, and monitoring of any substances or
parameters at any locations reasonably necessary to assure compliance
with the Permit conditions or OEP rules.
I. Protect the County from any condition which may result in non-
compliance with OEP rules, Florida Statutes, or county or local
regulations to the best extent possible. Inform the County immediately
and in writing at once upon recognition of a potential problem.
J. Maintain a copy of the current Operating Permit on site.
K. Maintain monitoring and record keeping as required by the Permit
conditions, OEP rules, county and local regulations.
2. REPAIRS
The Contractor shall make all repairs as necessary to assure that the facility is
operating efficiently, reliably, and in accordance with all requirements of the DEP
and the OEP Operating permit. When the Contractor deems a repair to be
necessary, and over $500.00, the Contractor shall prepare a detailed cost estimate
based on the fee schedule rates stipulated in the contract for labor, actual cost of
parts needed to make the repairs, plus the handling charge as indicated in the
contract. The Contractor shall initiate the repairs within 48 hours of approval by
County. Upon completion of the repairs, the Contractor shall document the work
performed as is required by the DEP Operating Permit and other on-site service
togs.
3. . EMERGENCY SERVICE
The County shall contact the ContraCtOr immediately when an emergency call is
needed. The Contractor sball also notify the County immediately in the event of a
facility emergency. The Contractor and the County shall make entries into the
onsite log. which shall include; the date and time the problem was discovered, a
description of the problem, the date and time the contractor was notified, the date
and time the contractor arrived at the facility, the date and time the Contractor
departed, and a summary of the steps taken to rectify the problem. The
Contractor shall respond to all emergency calls which occur during normal
working hours and holidays and weekends within three hours of notification by
the County. The Contractor and the County shall simultaneously log the time the
County contracted the contractor for an emergency service documentation of the
above time requirements. The Contractor shall invoice the County for after-hour,
weekend and holiday emergencies based on the applicable hourly rate indicated in
14
the contract. the actual costs of any parts used to rectify the problem, plus the
applicable percentage as stipulated in the contraCt.
4. ADDmONAL SERVICES
When requested by the County, the Contractor shall advise and recommend, in
writing to the County, any needed improvements, and shall invoice the County at
the fee schedule rates for labor as specified in the contract upon prior
authorization by County to do the work
5. EXCEPTIONS
All of the above descnDed tasks or requirements shall be considered routine duties
of the contraCtor except:
A. Repairs which are over the $500.00 limit shall be based on the fee
schedule rates for labor for "Emergency Service Calls (Monday - Friday
after normal working hours)" outlined in the contract.
B. The Contraetor shall not be held responsible for the inability to perform
due to factors beyond the Contraetor's control.
6. CANCELLATION
In the event that the Contractor shall be found to be negligent in any aspect of
plant operation, maintenance, repair, or service, the County shall have the right to
terminate this agreement after five days written notification to the Contractor.
7. INVOICING AND PAYMENT
The Contractor shall invoice the County in arrears, monthly, for operating and
maintenance services at the fee schedule rate indicated in the contract. The
Contraetor shall separately invoice the County for any repairs or emergency
services which are provided after normal working hours, weekends or holidays at
the fee schedule rates stated in the contract. The Contraetor shall also submit,
together with the monthly and emergency service invoices, detailed invoices for
parts which are needed for proper operation, maintenance and repairs. Said
detailed parts invoices shall outline the actual cost of the parts plus the handling
fee as stated in the contract, listing the parts by description and the quantity of
parts used. Invoices substantiating the actual cost of parts shall be submitted for
supporting documentation, invoices not accompanied by said documentation shall
be returned for compliance to these terms and conditions. The Contraetor shall
submit all invoices to the Facilities Maintenance Director at the address provided
in the contract. Upon review and approval of the services provided, and
confirmation by service log, the Facilities Maintenance Director shall process the
invoices for payment.
8. UQUIDA TED DAMAGES
IS
In the event that the Contractor does not respond to an emergency service call
within the time periods specified, the County shall assess a $50.00 per hour
charge to the contraetor for each hour, or portion thereof: to be prorated at the
beginning of each IS-minute interval beyond the allowable time period, during
which the Contractor has not appropriately responded. The total amount of this
assessment shall be charged against the total invoice for the emergency service
call.
9. SUBCONTRACfORS
The Contractor shall be responsible for all work performed under the terms of this
agreement. The ContraCtor may subcontract as necessary to perform the services,
however, any subcontract shall require the review and written approval of the
County prior to the execution of the subcontract. It is understood that the County
shall not be liable to any subcontractor for any expenses or liabilities incurred
under the subcontract. The cost of materials, chemicals, and repairs by
subcontractors shall be billed at a cost reimbursement basis plus the handling fee
stated in the contract.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day
and ~~ written above in four (4) counterparts, each of which shall, without proof or
~~~~e other counterparts, be deemed an original contract.
/f. ,;/ -'\\__~~ .....:';..j:~~
. {~)1) l~<'->::<~,:"r: BOARD OF COUNlY COMMISSIONERS
" ~:\~hfOLHAGE,CLERK OF MONROECOUNlY,FLOIDA
By: ii~(!. fQvy.~
- ',' Deputy CleJk '
Date: 0 f'" .;l3...a.s
By:
,t)~ In ~hw
Mayor/Chairman
(SEAL)
Attest:
By:~A-
::~d~
Title: U6 (11;. t'l t.\J.( r"
CONTRACTOR
Synagrod Inc.
a;/- '~
Title: !Y'1 C/~vr::H"-- .~
MONROE COUNTY ATTORNEY
APPRO DAS FO,RM:
/ '
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