Item N8* REVISED BACK-UP N-8 *
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: May 21, 2014 Division: County Administrator
Bulk Item: No Department: County Administrator
Staff Contact /Phone #: Rhonda Haag, 453-8774
AGENDA ITEM WORDING: Approval to waive competitive bidding procedures and enter into an
Amended and Restated Haul Out, Operation and Maintenance Agreement with Waste Management Inc. of
Florida in an amount estimated at $75 Million over a ten year period.
ITEM BACKGROUND: The current Haul Out, Transfer Stations Operations and Maintenance Agreement
with Waste Management (Operator) expires on September 30, 2016. Staff has been negotiating terms with the
Operator for a year for a potential extension of various solid waste agreements in lieu of issuing a solicitation.
At the December 11, 2013 meeting the BOCC approved moving forward with extending all solid waste
contracts to September 30, 2024. This new Amended and Restated Haul Out, Operation and Maintenance
Agreement replaces the current Agreement and has an effective term of October 1, 2014 through September 30,
2024.
The County shall pay the Operator in current annual funds for the Operator's performance of this Agreement
which includes haul out services and operation and maintenance of the County three (3) Transfer Stations at
Cudjoe Key, Long Key and Key Largo. Funding for years 1-10 of the Agreement are estimated as follows,
which includes the estimated periodic CPI increases as allowed and specified herein:
S7.11 M $7.11 M $7.29 M $7.29 M $7.47 M $7.47 M $7.66 M $7.66 M $7.85 $8.05 $75.03 M
These numbers represent estimated numbers only, and are based on estimated quantities of materials and
allowed periodic CPI increases. Actual numbers are expected to vary. These estimates are not meant as a
minimum or maximum amount to be guaranteed under this Agreement on behalf of either the County or the
Franchisee.
PREVIOUS RELEVANT BOCC ACTION:
08/23/13: Briefing on two potential solid waste ordinance modifications; one extends the allowable term of solid waste
collection agreements from 5 to 10 years and the other sets forth an exemption to competitive bidding for all solid waste
services.
09/17/23: BOCC approves two solid waste ordinance modifications. One extends the allowable term of collection
agreements from 5 to 10 years and the other sets forth an exemption to competitive bidding for all solid waste services. The
ordinances will be effective upon filing with the Department of State.
10/11/13: The two ordinances (Ordinance No. 034-2013 and Ordinance No. 035-2013) are effective.
10/16/13: Presentation and discussion of the current offers from the solid waste vendors. 30 day extension to negotiations
authorized and more cost effective offers requested.
11/20/13: Presentation and discussion of the semi-final offers from the solid waste vendors. 3 week extension to
negotiations authorized and more cost effective offers requested.
12/11/13: Presentation and discussion of the final offers for solid waste and a potential incineration demonstration project.
BOCC authorized moving forward with drafting of the solid waste contracts and also consideration of an incineration
demonstration project in Ramrod.
02/19/14: Discussion on the incineration demonstration project and moving forward with a solicitation for processing of
yard waste. No formal vote taken.
03/19/14: Discussion, recommendation and direction on the County's yard waste processing. Vote to proceed with RFP for
yard waste processing.
CONTRACT/AGREEMENT CHANGES:
1. Contract terms and conditions updated and modified to the benefit of the County
a) Periodic CPI waivers in Years 2, 4, 6, and 8, that will save the County an estimated $4.7 million overall
in 10 years
b) Capping CPI increases at 2.5% for the residential portion in years 1, 3, 5, 7, 9, and 10 and 4% for the
commercial portion of tonnage in years 1-10 when CPI's are authorized. (The existing contract allows
annual CPI increases with no maximum).
c) Receiving immediate forgiveness of the $393,651.06 capital cost component fee balance. The existing
contract in lieu of forgiveness over the ten year period.
d) Receiving a favorable discounted rate of $80/ton for the approximately 15,000 tons of solid waste and
yard waste tentatively to be received from the collection vendor with the Village of Islamorada,
Advanced Disposal Services. The Islamorada vendor will be paying the County $86/ton for disposal,
thus providing the County with a $6/ton net gain.
2. Requested contract terms and conditions not agreed to by the vendor:
a) No termination for convenience allowance.
b) A maximum cap of 2.5% CPI for commercial accounts. The capon the commercial portion is 4%.
c) No lowering of rates below the current rates
STAFF RECOMMENDATIONS:
TOTAL COST: Estimated $75Million over 10 years based on current tons of solid waste hauled out.
This number could be reduced with implementation of a separate yard waste processing program.
INDIRECT COST:
BUDGETED: Yes No DIFFERENTIAL OF LOCAL PREFERENCE: None
COST TO COUNTY: Est. $75 Million over 10 years SOURCE OF FUNDS: 414 Fund
REVENUE PRODUCING: Yes No AMOUNT PER MONTH Year
APPROVED BY: County Atty OMB/Purchasing
DOCUMENTATION: Included Not Required
Risk Management
To be Presented X
DISPOSITION: AGENDA ITEM # CAD # N-8
* REVISED BACK-UP *
See attached email dated 5/14/14.
Peters -Katherine
From: Haag -Rhonda
Sent: Wednesday, May 14, 2014 9:32 AM
To: Peters -Katherine; Limbert-Christine; Cyr -Connie
Subject: FW: Changes made to May BOCC Items N-8, N-9 and N-10
Please note the following changes were made to the solid waste contracts under the May BOCC Agenda Items N-8, N-9
and N-10:
ITEM N-8: Haul out Agreement. Signatures were added to the signature page of the Agreement and all exhibits.
ITEM N-10: Recyclables Agreement: Signatures were added to the signature page of the Agreement and all exhibits.
ITEM 9: Franchise Agreements with (1) Waste Management of FL (2) Marathon Garbage Services and (3) Keys
Sanitary Services: Signatures were added to the signature page on all three agreements and all exhibits.
In addition, Exhibit 7 "Public Outreach Tasks" for Marathon Garbage Services was replaced in its
entirety.
Finally, the following two changes were made to the Marathon Garbage Services and Keys Sanitary
Services franchisee agreements:
A. Emergency Service Provisions.
In the event of a hurricane, tornado, major storm or other natural disaster, the Contract Administrator may grant the Franchisee
a variance from regular routes and schedules. As soon as practical after such natural disaster, the Franchisee shall advise the Contract
Administrator when it is anticipated normal routes and schedules can be resumed. The Contract Administrator, in conjunction with
the Franchisee, shall make an effort through the local news media to inform the public when regular services may be resumed.
The clean-up from some natural disasters may require that the Franchisee hire additional equipment, employ additional
personnel, or work existing personnel on overtime hours to clean debris resulting from the natural disaster that is not otherwise
covered by the County's Disaster Response and Recovery Services Contract. By December I" of the year that this Agreement is in
effect, the Franchisee is requested to provide a Disaster Preparedness Plan to the Contract Administrator for review and
approval. This plan shall include provisions for additional manpower and equipment, as well as a proposed rate for collection
associated with the clean-up of natural disasters or other such occurrences. The Franchisee shall update the Disaster Preparedness
Plan by December ? of each year of this Agreement for the Contract Administrator's review and approval. The Franchisee shall
receive extra compensation above the normal compensation contained in this Agreement, after such has been approved by the Board,
based on the rate schedule submitted to the Contract Administrator. Subject to verification of documentation request by the County,
payment for these services shall be made by the Franchisor within ninety (90) days of the receipt of the billing by the Ffaaehisff
Franchisee. The Franchisee must provide documentation for verification of services as requested by the Franchisor for payment.
37. ASSIGNMENT AND SUBLETTING
A. The Franchisee shall not assign or dispose of the Franchise granted by this Agreement by sale, lease, mortgage or otherwise
transfer it in any manner whatsoever without the express written consent of the Franchisor.- The Franchisor shall have full discretion
to approve or deny, with or without cause, any proposed assignment or assignment by the Franchisee. Such approval shall not be
unreasonably withheld by the Franchisor. If such assignment is approved by the Franchisor, the Franchisee shall pay an assignment
fee, sH-b ,-aegati of no more than Fifty Thousand Dollars
($50,000.00) to the Franchisor. Any assignment of this Agreement made by the Franchisee without the express written consent of the
Franchisor shall be null and void and shall be grounds for the Franchisor to declare a default of this Agreement and immediately
terminate this Agreement by giving written notice to the Franchisee, and upon the date of such notice this Agreement shall be deemed
immediately terminated, and upon such termination all liability of the Franchisor under this Agreement to the Franchisee shall cease,
and Franchisor shall have the right to call the performance bond and shall be free to negotiate with other Franchisees or any other
person or company for the service of the Franchise area that is the subject of this Agreement. In the event of any assignment, assignee
shall fully assume all the liabilities of the Franchisee.
Thank you,
Rhonda Haag
ustainability Program Manager
Monroe County
Government and Cultural Center
1 050 Overseas Highway, Ste. 246
Key Largo, FL 33037
Bus: (5) 43- '774•
Cell: (05) 35-20
Hggg:.Rhond monroecounhl- . pry
w. onroecounh - K nv
• 1 f' f :•11 pxf);LkK0RIv♦ 1 1 f �'
CONTRACT SUMMARY
Contract with: waste Mgmt Inc of FL
Contract #
Effective Date:
October 1, 2014
EVication Date:
September 30, 2024
Comma Purpose/Description:
This contract shall authorize waste Management
Inc. of Florida to proceed with
Monroe County fora period of ton yam,
from October 1 2014
dmmab September 30.3024.
Contract Manager. Rhonda Haag`
8774
CAD M.S. #26
(Name)
(Fact.)
(Depactmeat/Stop #)
for BOCC meeting an 05/21/14
A enda Deadline: 05M14
Total Dollar Value of Contract: $ $75 03 Current Year Portion: $ 7.11 Million
Million for FY15
Budgetod7 Yes® No ❑ Ac =mt Codes: 41440000- 53
Grant- $ no
County Match: $
ADDMONAL COSTS
Estimated Ongoing Costs: $2& For. N/A
(Not included in dollar value above) ft aaainu mar. utilides.laaioorial. salaries, ems.)
CONTRACT REVIEW
Date In Needed Reviewer
Division Director Yes[] Now
Risk Management Yes[] Nc�, ) �
` J
O.M.B./Purchasing 5' A —11 YesQ No0
County Attorney 61bHtt-T— YesC] NoW L ° T12no� , n �
ONE Form Revised 2MIDI MCP M2
AMENDED and RESTATED
MONROE COUNTY H A U L 0 U T,
TRANSFER STATIONS OPERATIONS
AND
MAINTENANCE AGREEMENT
BETWEEN
MONROE COUNTY, FLORIDA
AND
WASTE MANAGEMENT INC. OF
FLORIDA
Dated as of .2014
HAUL OUT, OPERATIONS AND MAINTENANCE AGREEMENT
TABLE OF CONTENTS
SWE
1.01 Certain Definitions
ARTICLE 11
Operation of Facility; Detiverylind Processing of Acceptable Waste
2,01 Commitment to Receive and Process Acceptable Waste
2,02 Operation ofFamlity
103 Operation Coordinators
2 04 Facility Services, Maintenance, Etc.
2.05 County Visitations and Inspectionofthe Facility-, Recordkeeping and Reporting; Testing
2,06 Acceptable Waste Services
2.07 Deliveries ofUnaccep table, Biological, Hazardous, and Atomic Waste
2,08 Receiving and Operating Hours
2,09 Weighing Facilities and Recordkeeping
2.10 Storage
111 Special Waste Management
2.12 Equipment Parking
ARTICLE III
Compensation on Performance, Agreement Amount, CPI's,
Performance Guarantees & Penalties
3.01 Operations and Disposal Fee
3.02 Agreement Amount
3.03 Consumer Price Index Increases
3.04 Disposal Fee for Islamorada Solid Waste
105 Maintenance
3.06 Fixed Capital Cost Component Fee
3.07 Billing Statement
3,08 Royalty Payments
3.09 Perfrarnance Guarantees
110 County Non -Performance
111 No Liability for Uncontrollable Circumstances
3,12 Extraordinary Rate Adjustment
ARTICLE IV
Further Agreements
4.01 Licenses,Approvals and Permits
4.02 Insurance During Operations
4.03 Equal Employment Opportunity and Non Discrimination
4.04 ChangeinLaw
4.05 Incinerator Ash
2 1
ARTICLE V
Default and Termination
5.01 Remedies for Breach
5.02 Events ofDefault by Operator
5.03 Events offiefiraft, by the County
5.04 Termination of Agreement by the County
5,05 Termination ofAgreement by the Operator
5.06 NoLiabilityfor UncontrollabteCircumstances
5.07 Manner offermination Payment
ARTICLE VI
Miscellaneous
6,01 Term
6.02 Assigment
6.03 Dispute Resolution
6.04 Indemnities and Releases
6.05 Further Assurances
6.06 Warranties, Machinery, Equipment and Materials
6,07 Industrial Property Rights
6.08 Representations
6.09 Relationship of the Parties
6,10 Documents Pertaining to the Facility
6,11 Notices
6,12 Waivers
6.13 Modifications
6,14 Headings
6.15 Governing Law
6.16 Venue
6.17 Counterparts
6.18 Severability
6.19 Unless Stated Otherwise
6.20 Performance Bond
6,21 Public Entity Crimes Form
622 Maintenance of Records
6,23 Code of Ethics
6.24 No Solicitation / Payment
625 Public Access
6,26 Non -waiver of Immunity
6.27 Privileges and Emmunities
6.28 Legal Obligations and Responsibilities
6,29 Non -reliance by Non parties
6.30 Attestations
31
6,31
Covenant of No Interest
632
Cooperation
6.33
Binding Effect
6.34
Existing or Prior Agreements
6.35
Schedules
6.36
Miscellaneous
Schedule A
Special to
Schedule B
Operations and Disposal Fee Adjustment
Schedule C
Sworn Statement on Ethics
Schedule D
Drug Free Workplace
Schedule E
Public Entity Crime Statement
Schedule F
Non Collusion Affidavit Form
Schedule G
Lease Areas Reserved for the Operator
41
MONROE COUNTY HAUL OUT, TRANSFER STATIONS
OPERATIONS AND MAINTENANCE AGREEMENT
BETWEEN
MONROE COUNTY
AND
WASTE MANAGEMENT, INC. OF FLORIDA
THIS Amended and Restated Monroe County Haul Out, Transfer Stations Operations and
Maintenance Agreement dated as of May 21, 2014 between Waste Managementhic. of Florida (tile
"Operator"), a corporation organized and existing and r the laws of the State of Florida with offices
at 2700 Wiles Road, Pompano Beach, Florida 33073, and Monroe County (the "County") a political
subdivision organi7ed and existing under the laws of the State of Florida, with offices at 1100
S imonton Street, Suite 2-20 5, Key West, Florida 3 3 040,
WHEREAS, the County is empowered to provide for mid assume full control and
responsibility for the solid waste disposal system in Monroe County; and
WHEREAS, The County and Operator pandoroly entered into an Operations and Maintenance
Agreement, Standby Disposal Agreement and Lease Agreement for the operation, possession
and maintenance of the Facility (as defined herein) and proper disposal of acceptable waste
delivered to the Facility; and
WHEREAS, the (7ounty, in seeking long-term, cost of solutions to its lid waste disposal
problem and desires to terminate the Operations and Maintenance Agreement and enter into an
Amended and Restated Monroe County Haul Out, Transfer Stations Operations and
MaintenanceAgreement which will provide for new terms and conditions of service by Operator; and
WHEREAS, Operator has agreed to enter into a new Amended and Restated Monroe County
Haul Out, Transfer Stations Operations and Maintenance Agreement on the to described herein-,
and
WHEREAS, such terms and conditions are more cost effective to the County due to immediate
forgi�cncss of the capital debt, waivers of certain annual CPI increases, discounted fee for disposal
of Islamorada's solid waste, and certain other terms contained herein; and
WHEREAS, levels of service provided by the Operator are maintained; and
WHEREAS, as a sustainability initiative the Operator agrees to make a good faith effort to
replace its fleet as it ages with vehicles powered by Compressed Natural Gar.
NOW THEREFORE, in consideration of the premises and of the mutual obligations undertaken
herein, the parties hereby agree as follows:
ARTICLE I
CERTAIN DEFINITIONS
As used in thisAgreement, thefollowing termsshall havethemeanings set forth below:
41
"Acceptable Waste" or "Waste" means that portion of Solid Waste generated in Monroe
County that is neither Unacceptable Waste, Hazardous Waste nor Biological Waste norAtomic Waste
as thoseterms are defined herein.
"Acceptance" means that a Facility has satisfied the Full Acceptance Standard and if
such standard cannot be met, that the Operator and the County have mutually agreed that the Facility
is to be accepted in accordance with the terms and conditions mutually agreed upon.
"Agreement" means this Amended and Restated Monroe County Haul Out Transfer
Stations Operations and Maintenance Agreement between the Operator and the County, including the
Schedules and any written amendments to either.
"Annual Report" means the annual report relating to the inspection and recertification of the
Facility, set form in Section 2.05(c).
"Annual Throughput" means actual Tons of Acceptable Waste accepted at the Facilities
in a Fiscal Year.
"Atomic Waste" means special nuclear material, by-product materials or other material,
the acquisition, handling, use, transportation Or disposal of which is specifically regulated under
Atomic EncrgyAct of 1954, as amended, 42 U.S.C. Section **2011, etc. seg.
"Billing Period" means each calendar month in each Fiscal Year, except that the first Billing
Period shall begin on October 1, 2014.
"Biological waste" rneans Solid waste that causes or has the caFability of causing disease or
infection anhi d which includes biomedical waste, diseased or dead anima
santi other wastes capable of
transmitting pathogens to humans or animals,"
"Business Day" means each Monday, Tuesday, Wednesday, Thursday, Friday and
Saturday which is not a legal Holiday.
"Calendar Year" means the period of time beginning on January I and ending on
December 31.
"Change in Law" means (a) the enactment, adoption, promulgation, modification, or
effectiveness of any federal, state, county, or local law, ordinance, code, or regulation within
regulation
following the ten (10) day period preceding the contract date which materially affects the
performance of the Contract.
Change in Law also means (b) the imposition of any new material condition on the
issuance or renewal of any official permit or license.
To qualify as a Change in Law, the law, ordinance, code, rule, or regulation under (a) above,
or the permit or license condition under (b) above, must materially affect operating of a Facility
or the Disposal Site and be more burdensome than the most stringent r a quirements (1) in effect
on the Contract date, withrespeetto aFacility the Disposal Site and associated operations,
(2)agreed to in any applications for official permits, licenses or approvals pending as of the Contract
date, or (3) contained in any official permits, licenses, or approvals with respect to a Facility or the
Disposal Site obtained as of the Contract date.
Provided, however, compliance with a penuit or license obtained or applied for as of the
Contract date which requires compliance with future laws, ordinances, codes, rules, or
5 1 P
regulations shall not be deemed a Change in Law.
Change in Law also means (c) a change in any fee or tax, other than taxes levied on
wages, salaries, or the Operator's income, imposed by a governmental taxing authority, which has
material adverse financial effect an the design, construction, start-up, performance testing, or
operation of the Facility or the Disposal Site.
"Consulting Engineer— means the consulting engincer(s) engaged from time to time by
MonroeCounty for thepurpose of assisting Monroe County in solid waste matters.
--Contract Date" means the date of this Agreement,
'IC onstruction Contract" means the Design and Construction Agreement previously entered
into between Waste Management, Inc. of Florida and the County as of August 1, 1990,
"County" means MonroeCounty, Florida.
"County Board" means the governing Board of the County,
"Daily Weight Records" means those records which are maintained on a daily basis relating
to the County scales located at the entrance to the Facility Site.
"Disposal Site" meansapennitted disposal facility, which is not located in Monroe County, and
which has been selected by the Operator for disposal of Sol id Waste generated within Monroe County.
"Facility" or "Facilities" means, but shall not be limited to, all building, equipment,
installations and the like required for: Waste receiving, storage, handling and Processing and
ancillary activities such as providing amenities for employees and visitors at the Cudjoe Key, Long
Key and Key Largo Transfer Stations,
"Facility Site" (Sites) means the real property located in Monroe County upon which the
Facilities are IocatcA
"Fiscal Year" means theperiod of timebeginning on October I and ending on September 30 of
the subsequent year.
"Hazardous Waste" means any solid waste defined under the Resource Conservation and
Recovery Act, ("RCRA")42 U.S.C. See. 6901 at seq., Chapter403, Florida Statutes, or Chapter '27 of
the Broward County Code of Regulations as hazardous waste. "Household Waste" and waste generated
by "conditionally exempt small qtiantity generators" as those terms are used a n d defined
under RCRA and Chapter 62-730, Florida Administrative Code, shall not be considered
Hazardous Waste for purposes of this Agreement for so long as such waste may lawfully be
disposed of in a sanitary landfill. Changes in the federal, state or local definitions of hazardous waste
shall be binding on the parties as of the effective date of such determination.
"Legal Holidays" means holidays, observed by the County as changed from time to time.
I ' Lease " means the agreement between the County and Operator pursuant to which the
Operator occupies the Facility Sites.
6 1 P cc
major repair and replacement of equipment; a procedure for scheduling deliveries of Acceptable
Waste-, a description of safety procedures; a description of plans for accommodating visitors; and an
organizational chart with job descriptions and staffing plans, The County shall, within fifteen (15)
Business Days following receipt of such plans, either (i) approve the Operating Plan or (ii) submit a
written list of comments to be incorporated by the Contractor upon the mutual agreement of the
parties.
"Operation and Disposal Fee" means the fee set forth in Section 3.01.
"Operation Coordinator" means those persons designated by the County and by the
Operator as set forth in Section 2.03.
"Operator" means Waste Management Inc. of Florida, a Florida Corporation.
"Performance Guarantees" means the guarantees at which the Operator will be required
to operate the Facility as set forth in Section3,05.
"Person" includes any individual, corporation, partnership, joint venture, association, joint-
stock company, trust, unincorporated organization, or government or any agency or political
subdivision thereof.
"Index" means the Miami/ Ft. Lauderdale All Urban Consumers All Items Price Index for all
urban consumers ("CMU") as specifiedin Section 3.01 herein and in Schedule B.
"Process", "Processed" or "Processing" means the unloading, compacting, loading,
transporting, and disposal of Acceptable Waste, excluding horticultural waste. Process of horticultural
waste shall mean the unloading, chipping or other means utilized to convert horticultural waste into a
mulch product This definition is subject to the Franchisor's solicitation for yard waste processing that is
currently underway.
"Processed Waste" means Waste which has been processed.
44; Receiving Time" means the period during which waste may be deliveredto the Facility.
"Recyclables" or "Recyclable Material" means those materials which are capable of
being recycled and which would otherwise be processed or disposed of as solid waste,
"Scales" means those weighing facilities maintained by the County located at the entrance to
the Facility Site.
"Solid Waste" means all materials or substances that, as of the Contract Date are generally
discarded or rejected as being spent, useless or worthless to the owners at the time of such discard
or rejection, including but not limited to garbage, yard trash, refuse, industrial and commercial
waste, rubbish, ashes and incinerator residue which are acceptable for disposal in an ash
monofill as permittedby Florida DEP regulations, and demolition and construction debris. .any testing
of ash or incinerator residue for compliance with DEP regulations shall be at the expense of the
Operator.
"Special Waste" means those materials requiring ring special handling or which are prohibited
from being disposed at the Disposal Site. Special waste shall be defined as these items listed in
ScheduleG in the Design and Construction Contract.
"Ton" means 2,000 pounds weight.
71
"Unacceptable Waste" means incinerator ash, except as provided herein at Section 4.05
sewage, sewage sludge, or its derivatives, and sludges, human and animal carcasses, motor vehicles,
trailers, marine vessels, white goods, tires or any other material which may present a substantial
endangerment to health or to safety or having a rmsonablepos,;ibilitN,ofadverselvaffectitig, the
start-up, operation, or testing of the Facility or are prohibited by law, such other types of Solid Waste
as listed on Schedule A, and wastes the parties mutually agree from time to time are
unacceptable,
"Uncontrollable Circumstance" means any act, event or condition that has had, or may
reasonably be expected to have, a material adverse effect on the rights or the obligations of a party
under this Agreement, or its subcontractors and suppliers or a material adverse effect on the Facility or
the Disposal Site or operation of the Facility or the Disposal Site, if such act, event or condition is
bevond the reasonable control of the party relying thereon as justification for not performing an
obligation or complyingwith any requirement of such party under this Agreement. Such acts, events
or conditions shall include, but shall not be limited to, the following:
(a) An act of God, landslide, tightening, earthquake, fire, explosion, flood, hurricanes, war,
blockade, insurrection, riot or civil disturbance,
(b) the order and/or judgment of any federal, state or local court, provided that such order
orjudgment shall not be the result of the wilifid or negligent action or inaction of the
party relying thereon and that neither the contesting in good faith of any such order or
judgment nor the failure to so contest shall constitute or be construed as a willful or
negligent action or inaction of such party.
(c) the suspension, termination, interruption, denial or failure of or delay in renewal or
issuance of any permit, license, consent, authorization or approval essential to the
design, construction, start-up, acceptance testing or operation or maintenance of the
Facility or the Disposal Site except any permit, license, consent orauthorization for the
Operator's proprietary technology requirttl for the Facility of the Disposal Site,
provided that such act or event shall not be theresult of thewilifial or negligent action or
inaction of the party relying thereon and that neither the contesting in good faith of any
such order nor the reasonable failure to so contest shall be construed as a willful
or negligent action or inaction of such party;
(d) the failure of any subcontractor or supplier to furnish labor, services, materials
or equipment in accordance with its contractual obligations, provided such failure is
itself' due to an Uncontrollable Circumstance and the Operator cannot obtain
substitute performance at an equivalent or lower price within an equivalent or
shorter period of time;
(a) a partial or entire delay or failure in the provision of necessary utilities or services
to the Facility;
with respect to the Operator, any material failure of the County, its representatives
or other parties retained by the County, including vendors and c correctors of any
tier (except the Operator), to provide information, services, or any of the other items
to be famished by the County, in a timely manner and as required by this Agreement,
ormaterial errors, omissions, changes or defects in such items.
"Waste" means Acceptable Waste,
ARTICLE 11
OPERATION OF FACILITY;
DELIVERV AND PROCESSING OF ACCEPTABLE WASTE
2.01 Commitment to Receive and Process Acceptable Waste,
(a) On October 1, 1993, the Operator commenced operations under the prior Agrcerne
between the parties. The Operator shall continue to receive and proce
Acceptable Waste delivered to the Facility Site by or on behalf of the Coun
Horticultural waste shall be processed and delivered to mutually acceptable locatio
within Monroe County in accordance with mutually acceptable delivery procedure
Monroe County shall accept all processed horticultural waste. In the event Moor
County is unable to accept the horticultural waste and there is insufficient storage spa
at the Facility, Operator may transport the horticultural waste out of county on to
agreed to W ith the County. This task shall be subject to the outcome of the County
solicitation for yard waste processing that is currently underway, and may be amend
accordingly. The parties agree to negotiate any modifications to 1his Article in good fai
(b) The Operator shall receive Acceptable Waste delivered to the Facility during the
Receiving Time and at such other times as may be established pursuant to Section 2.08
hereof. I
2.02 Operation of Facility®
The Operator shall operate and maintain the Facility consistent with the Operating Plan and
with a.] I applicable fed arid, state and local laws, regulations., ordinances and permits, rules, and
proper operating practice and in such manner as to ensure that the Facilities are able to receive
and Process Acceptable Waste in accordance with this Agreement. Operator shall have the light
to occupy and possess the facility during the term of this Agreement,
31111 1117 1
(a) The County shall designate an Operation Coordinator with respectes matterswhich
may arise during the performance of this Agreement and such person shall have
authority to transmit instructions, receive information, confer with the Operator's
Operation Coordinator and make all day to day operational decisions as may be
directed by the Board of County Commissioners. With respect to purchasing
new equipirient, theOperation Coordinator shallact in accordance with Monroe County
Purchasing Policies and Procedures.
'b) The Operator shall designate in writing a person to act as the Operator's Operation
Coordinatorwithrespeetto matters which may arise during the perbannance of this
Agreement, and such person shall have authority pursuant to such written
designation to transmit instructions, receive information, confer with the County's
Operation Coordinator and make all day to day operational decisions, The
Operator's operation coordinator shall be qualified and possess any applicable
certification or licenses required under Florida Law, to operate the Facility.
2.04 Facility Services, Maintenance, Etc.
CUUMY IT rUCHILY In 4
fety practice.
91
(b) Facility Repair and Maintenance. The County agrees to continue leasing the
Facility to the Operator during the to of this extension agreement. The
Operator shall be responsible for all Facility repair and maintenance and any
necessary Facility upgrades that may be needed for the Operator to perform its
duties and obligations under this Amended and Restated Agreement, The
responsibility for repair and maintenance means that the Operator, at its
expense, must, (i)kccp the Facility in good repair and maintenance and keep on
hand an adequate supply of any and all spare and replacement parts to assure
that the Facility will be operated in accordance with this Amended and
Restated Monroe County Haul Out, Transfer Stations Operations and Maintenance
Agreement ; (ii) promptly repair any serious damage to the Facility without
regard to cause; and (iii) perform the County's reasonable requests
regarding special housekeeping efforts in and around the Facilities and
Facilities' sites. At all times the Operator must: (i)operate the Facility in
compliance with all applicable federal, state and local laws, rules, regulations,
and permits; (ii) promptly notify the County if the Facility should be seriously
damaged, without regard to cause.
(c) Equipment, Purchase, Repair and Maintenance. The Operator, at its expense, is
responsible for the purchase or lease and maintenance of any and all
equipment necessary for the Operator to perform the services required
by this Amended and Restated Monroe County Haul Out, Transfer Stations
Operations and Maintenance Agreement
The County shall receive prompt notice of any pen -nit violations or the
receipt, by the Operator, of any warning notice or notice of violation from
any regulatory agency which relates to the Facilities or the Disposal Sites.
Copies of reports required by any regulatory agency shall be furnished to the
County.
2.05 County Visitation and Inspection of the Facility; Record Keeping and Reporting;
Testing,
(a) At any time during the to of this Agreement the County, its agents and its
representatives shall have the right to inspect, visit and to take visitors through the
Facility in order to inspect, observe and to permit others to observe the various
services which the Operator performs, provided that such inspections and
visitations shall -not interfere with the performance of the Operator's obligations
under this Agreement and are in compliance with Section 2.05(d).
At any time during the to of this Agreement the County shall have the right to
allow other vendor(s) to process the horticultural waste on behalf of the County,
either at the transfer stations located at Cmdoe, Long Key and Key Largo, or at
separate locations, as directed by the County. The Operator shall permit such
services, provided that such services are not within the Leased Area of the premises
as outlined Schedule G attached, and shall not interfere with the Operator's operation
of the transfer stations as required under this Agreement. Such other vendors shall
101
obtain their own permits, insurance and bonds, and meet any other applicable
requirements, and shall not rely on or use those provided by the Operator for the
Operator's use.
(b) (1) The Operator shall establish and maintain an information system to
provide storage and ready retrieval of Facility operating data.
(2) The Operator shall prepare and maintain proper, accurate, and complete
books and records and accounts of all transactions related to the Facility.
(3) The Operator shall provide the County with data concerning the number
of tons of Acceptable Waste that is processed and landfilled, so that the
County may UtiliZC this data to prepare reports on the diversion of waste
for the Florida Department of Environmental Protection,
(c) (1) A quarterly and annual inspection program shall be conducted at each
facility, This program shall consist of a walk -around inspection and review of
all Facility operating records with the object of verifying that the Facility is in
good repair. The annual inspection shall take place within 30 days of
the end of each Fiscal Year.
(2) The Operator shall, in coordination with the County or its designated
representative, prepare the Annual Report, that will incorporate a
summary of all contractually required records and data for the previous
Fiscal Year, as well as a summary of the past year's operations, The County
shall pay all costs associated with the services of any consultant utilized by the
County and the Operator shall pay all other costs of the Annual Report.
The Annual Report shall be submitted to the County by the Operator by March
I " of each year. The County shall pay all costs associated with the services
of any consultant utilized by the County and the Operator shall pay all other costs of
the Annual Report.
(3) The County shall provide the Operator with copies of any reports prepared by
or on behalf of the County.
(d) In connection with all inspections or visitations, the Countyshall, on behalf of
itself, its agents and representatives, comply and cause its agents and
representatives to comply, with all reasonable rules and regulations of the Operator,
including a requirement that each person, County agent, or representative inspecting of
visitingthe Faci I ity hold Operatorharmlessin the event of injury to such person, orhis other
property unless due to negligence of Operator and not to disclose or use any
confidential information of the Operator other than for the purpose for which it was
furnished, unless disclosure is required by applicable law.
2.06 Acceptable Waste Services
(a) Recyclable materials separately collected by or on behalf of the County shall not be subject to
delivery to the Facilities. The County hereby guarantees to the Operator that it shall cause
Acceptable Waste to be delivered to the Facility during the Receiving Time.
111
'IIRIIIMIIIIII
(b) The Operator will notify the County if any particular hauler has been found by t
Operator to be responsible for delivering, or attempting to deliver, a
Hazardous, Biological or Atomic Waste in any quantity or form, or Unacceptab
Waste in bulk, or horticultural waste comingled With Municipal solid waste,
constituting a substantial and visible part of a load of Acceptable Waste. Upon receipt
such notice, the County will take appropriate action in an attempt to prevent any repeat
occurrence by such hauler. The deliveryof suchwastes shall not constitutea breachof
County to obligations hereunder.
(c) To the extent the County has control, the County shall be responsible for any damage,
delay or costs, subject to Cost Substantiation, incurred by the Operator, with respect to
the Facility, as a result of the delivery of Hazardous, Biological or Atomic Waste to the
Facility and the County shall indemnify the Operator, With respect to the Facility, in
accordance with Section 6.04(b). The Operator shall notify the County of any known
Hazardous, Biological or Atomic Waste delivered to the Facility. Upon receipt of
notice, the County shall cause the prompt removal of such Hazardous, Biological or
Atomic Waste. The Operator shall have no responsibility to remove, transport or
dispose of any Hazardous, Biological or Atomic Waste delivered to the Facility
M."
although such removal, transport and disposal may be negotiated between the Operator
and the County.
2.08 Receiving and Operating Hours.
(a) The County shall designate the Receiving Time at each Facility. The Operator shall
keep the Facility open for the receiving of Acceptable Waste during the Receiving Time.
In no event slial I the County designate a total of more tban48 hoursperweekor 8 hoursper
dayreceiving tiniewithoutihe consentof Operator.
(b) The Operator may request and accept subject to County approval the delivery of
Acceptable Waste at times other than the Receiving Time or in amounts greater than
amounts scheduled to be delivered at no additional cost to the County, The County's
approval shall not be unreasonably withheld.
(c) The County may request the Operator to accept deliveries of Acceptable Waste at times
other than the Receiving Time upon seven (7) days prior written notice or such shorter
notice as may be practicable in the event of the occurrenceof a natural disasteror other
emergency condition, During such a period, the Operator shall use its best
efforts to accommodate the County's request- If the Operator accepts Acceptable Waste
pursuant to this Section 2.08(c) at hours other than the Receiving Time, the County
shall pay all additional costs, subject to Cost Substantiation, incurred by the Operator
as a result of such additional hours of operation.
(d) In the event a County Franchise hauler experiences an operational emergency or
equipment breakdown, the Operator shall, subject to County approval, on three
(3) hours of notice, extend the operating hours to accommodate the late arrival at the
Facility of the County Franchise haulers. The County's approval shall not be
unreasonably withheld,
2.09 Weighing Facilities and Recordkeeping.
(a) The County shall maintain weighing facilities at the entranceto the Facility Site
forthe purpose of determining the total tonnage of Acceptable Waste delivered to
the Facility.
(b) The County shall maintain a weight record containing the weight, date, time and
vehicle identification of each vehicle entering and exiting the Facility and provide
the Operator a duplicate copy or report of each weight record issued.
(c) The County shall operate and maintain the Scales in compliance with this
Agreement and all applicable state and local laws. The County shall test, or cause to be
tested, the Scales at least semi-annually and if necessary recalibrate such Scales
accordingly. Copies of the results of such tests and any recalibration shall be pro-vidcd to
the Operator within fifteen (15) days of the receipt of such records by the County.
The Operator hereby reserves the right to have reasonable access to the Scales and
respective scale houses during all operating hours to monitor the County's compliance
with the provisions of this Section 2,09. The Operator has the right to verify weight
data and cause the scales to be tested at Operator expense at times other than the
County's required semiannual test. If all weighing facilities are incapacitated or are
being tested, the County shall estimate the quantity of material delivered on the basis of
truck volumes and estimated data obtained from pertinent historical information.
These estimates shall take the place of actual weighing records during the period of
the Scale outage.
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Acceptable Waste shall be stored in the storage area designed for that purpose. No Solid Waste
delivered to the Operator may be storedoutsidethe Facil,it.yhuildings , except for loaded transfer
trailers awaiting removal to the Disposal Site and yard waste which has been or is awaiting
chipping.
The maximum time allowed for storage of Municipal Solid Waste at the facility due to
equipment malfunction or breakdown shall be seventy-two (72)hours,
2.11 Special Waste Management.
Operator has established a program to identify and manage wastes which require special
management and handling at the Facilities or the Disposal Site. In the event Special Waste is
received at a Facility in quantifies which require special management and handling, Operator
shall notify the generator and/or transporter of such waste that analysis and possible special
handling o f such waste is required. If special handling of such waste is reasonably and
mutually deemed by Operator and County to be required under Operator's special waste
managem ent program, thegencrator ortraosporterof such waste shall be charged a handling, and
disposal surchargeae negotiated between the Operator and the generator and/or transporter of
such waste. In the event the Operator and the generatoror transporterare unable to agree on a
surcharge, the matter shall be submitted to the County Administrator or his or her designee for
final determination.
2.12 Equipment Parking.
The County shall designate areas at each facility which the Operator can exclusively use for
the parking and storage of transfer trailers, transfer reactors, and other vehicles and equipment
owned or used by the Operator for the purpose of fulfilling the provisions of the Agreement.
Any other vehicles Operator desires to park at a facility will be subject to the
reasonable terms and conditions imposed by the County.
ARTICLE III
COMPENSATION ON PERFORMANCE,
AGREEMENT AMOUNT, ITS
GUARANTEES AND PENALTIES
3.01 Operations and Disposal Fee.
The County is currently paying the Operator an operations and disposal fee of $84.50 per
ton of waste delivered to the Facility. The S84.50 per ton fee will remain in effect
through September 30, 2014. On October 1, 2014, and each October I thereafter,
except as specified below, throughout the remaining tenti(s) of this Amended and
Restated Monroe County Haul Out, Transfer Stations Operations and Maintenance Agreement,
the operations and disposal fee shall be adjusted annually based on the Consumer
Price Index depicted in Schedule B of this Amended and Restated Monroe County Haul
Out, Transfer Stations Operations and Maintenance Agreement
141
3.02 Agreement Amount
The COUNTY shall pay the Franchisee in current annual funds for the Franchisee's
performance of this Agreement. Funding for years 1-10 are estimated as follows, which
includes the estimated CP1 as allowed and specified herein:
Year 1
$T 11 Million
Year 2
$7.11 Million
Year 3
$7.29 Million
Year 4
$7.29 Million
Year 5
$7.47 Million
Total Estimated Amount: $75.03 Million
Year 6
$7.47 Million
Year 7
$7.66 Million
Year 8
$7.66 Million
Year 9
$7.85 Million
Year 10
$8.05 Million
These numbers represent estimated numbers only, and are based on estimated quantities
of materials and CPHJ increases. Actual numbers are expected to vary. These estimates
are not meant as a minimum or maximum amount to be guaranteed under this
Agreement on behalf of either the County or the Franchisee.
3.03 Consumer Price Index (CPI) Increases
For the purpose of the Agreement the residential portion shall be specified as 60% of
the total tonnage of disposal. In the event the County conducts a solid waste audit, this
percentage may be amended to reflect the results of the audit, at the discretion of the
County. The parties agree that the CPT shall be allowed as fiellows:
Years 2, 4, 6, and 8 No CPT increase shall be allowed on the residential portion
of the disposal tonnage.
A maximum of 4% CPT increase shall be allowed on the
commercial portion of the disposal tonnage.
Years 1, 3, 5, 7, 9, 10 CPI's are allowed on the residential and commercial portions
of the disposal tonnage.
A maximum of 2.5% CPT increase shall be allowed on
the residential portion of the disposal tonnage. A maximum
of 4% CPT shall be allowed on the commercial portion of the
disposal tonnage,
CPI increases are fur -flier subject to the limitations specified under 3.01.1) below. In no
event may a yearly per ton increase in the operations and disposal fee for the
residential portion be greater than 2.5% of the prior year's per ton fee and for the commercial
operations be greater than 4% of the prior year's per ton fee. The County shall calculate
the adjustment of the Operations and Disposal Fee and notify the Operator of the change
prior to October I of each year thereafter. The Operator shall have the right to review
and agree to the calculation of the adjustment.
151
3.04 Disposal Fee for Islamorada's Solid Waste
The County is anticipating accepting the solid waste and horticultural waste from the
collection vendor of the Village of Islamorada. At its option, the County shall provide
the solid waste and/or horticultural waste to the Operator for disposal. The Operator
shall provide a discounted rate of $80/ ton to the County for disposal of the solid waste
and horticultural waste received from the Islamorada vendor. The County does not guarantee
any minimum amount of tonnage or period of time. Regardless of the CPI's authorized in
3.01.0 above, at no time shall the rate differential between what the County is paying the
Franchisee and what the Islamorada, vendor is paying the County be less than $6/ton. If at any
time the potential CPI increase will cause the differential to be less than $6/ton the parties shall
mutually agree on the adjustment process for the CPI and Isla morada tonnage. If no agreement
can be reached, the County may exercise its option to cease providing such solid waste to the
Operator.
3.05 Maintenance
The Operator shall be responsible for the operation and maintenance of the Facility during
the to of this agreement including all labor, material, equipment and all other costs of
operation and maintenance as may be required to assure that the Facility is accepting and
Processing Acceptable Waste as required by the Operating Plan and by the original and
extension agreements and in compliance with all applicable federal, state and local law,
and rules. Any fee paid the Operator pursuant to this Amended and Restate
Agreement may only be made from service charges, special assessments or non ad
valorem assessments. In no event shall the fee be payable from revenue collected from
ad valorem taxation. The Operator must provide disposal capacity for tonnage delivered to
the Facility at an Operator owned disposal site located on Mainland Florida that is in
compliance with all applicable federal, state, and local laws and regulations during the
to of the original Agreement as extended by this extension agreement. If necessary to
comply with the foregoing, the Operator shall reserve disposal capacity for the County at
one of its mainland Florida disposal sites for the entire to of this agreement.
3.06 Fixed Capital.
Cost Component Fee, Facility Payment Fee, and Equipment Payment Fees.
A balance of $393,651 .06 remains as of April 30, 2014. Once this Amended and Restated Monroe
County Haul Out, Transfer Stations Operations and Maintenance Agreement is executed then the
Operator shall immediately forgive any and all remaining capital cost component fee balance.
3.07 Billing Statement
At the end of each Billing Period, the Operator shall provide a billing statement in accordance
with this provision. This statement shall set forth the total tonnage received at the Facilities,
according to the weight recorded and certified at the scales for the month then ended times the
Operation and Disposal Fee charged per ton in accordance with this ALgeement. The
statement shall also separately reflect the Fixed Capital Cost ComponentFoc and any fees charged
pursuant to Section 2,04 fc) of this Agreement.
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Such statement shall be provided for the County not later than the fifteenth (I 5th) day of the
month following the provision of the service. The County shall make its best effort to make
payment within fifteen U. 5) days following the receipt of this statement, and the County shall
comply with the Local Government Prompt Payment Act 218.70, Florida Statutes
3.08 Royalty Payments,
If during the course of a fiscal year (October I through September 30), an excess of 67,000
tons is delivered to the Facility, then the Operator shall pay the County a royalty fee of $3 per
ton for each ton in excess of 67,000 tons until the end of the fiscal year, Solid waste delivered
from the collection vendor of the Village of Islamorada, will not be subject to payment of the
royalty fee, due to the discounted disposal rate provided by the Operator.
3.09 Performance Guarantees.
Operator shall operate the Facilities in a manner that they are capable of accepting and
processing up to 95,000 tons of Acceptable to per year not including horticultural
waste. Operator shall accept and Process unlimited quantities of horticultural waste.
3.10 County Non-performance.
If during any Billing Period due to the fault of the County, the Facility is temporarily shut down,
either partially or totally, or is otherwise unable to receive or Process Acceptable Waste, the
Operator shall use its best efforts to receive, Process and/or dispose of Acceptable Waste to
the extent possible, and the County shall pay such costs as shall be claimed by the
Operator, subject to Cost Substantiation. During such events, the Operator shall use its best
efforts to reduce expenses and mitigate losses during a period of non -operation or partial
operationdue, to the County's fault.
3.11 No Liability for Uncontrollable Circumstances.
Neither the County nor the Operator shall be liable to the other for any failure or delay in
performance of any obligation under this Agreement (except any obligation to pay previously
owed or otherwisenbligated monies) ifsuchpartyis prevented ordelayed in theperfarmance of such
obligationdue to the occurrenceofan Uncontrollable Circumstance. The party whose performance
under thisAgreement has been affected byanUncontrollable Circumstance shall provide prompt
writtennotice of the occurrence and cessation of such Uncontrollable Circumstance to the other
party. Whenever an uncontrollable Circumstance shall occur, the party claiming to be adversely
affected thereby shall, as quickly as reasonably possible, eliminate, or instigate the cause
therefor, reduce costs and resume performance under this Agreement.
3.12 Extraordinary Rate Adjustment
The Franchisee may petition the Franchisee's Board of County Commissioners at any
time for an addition to adjustment on the basis of extraordinary and unusual changes in the
cost of operations that could not reasonably be foreseen by a prudent operator. The
Franchisee's request shall contain substantial proof and justification, as determined by the
Contract Administrator, to support the need for such rate adjustment. The Franchisor may
request from the Franchisee such further information as may be reasonably necessary in making
its determination. The Franchiser shall, at its sole option, approve or deny the request, in whole
or in part, within sixty (60) days of receipt of the request and all other additional information
required by the Franchisor.
17 1
ARTICLE IV
FURTHER AGREEMENTS
4.01 Licenses, Approvals and Permits.
The Operator shall me intain all permits required or permitted by law to be in its name which
are necessary for the operation of the Facility, The Operator and the County shall
cooperate aas reasonably necessary in connection with obtaining in a timely manner the
licenses, approvals and permits for the operation of the Facility.
4.02 Insurance During Operations.
(a) The Operator shall maintain all insurance coverage as mutually agreed to und
11
Section 4.02(b) and any additional insurance as may be required by the Coun
during the term of this Agreement. The costs of all such insurance, including a
deductibles shall be paid by the Operator.
(b) The Operator shall obtain and maintain the following insurance with respect to
operation and maintenance of the Facility:
(1) Broad Form Commercial General Liability Insurance dove ae which shall
contain the following minimum coverage and endorsements with other
coverage and endorsements to be added by mutual agreement,
a) Premises/operations-,
b) Contractual liability a licable to the indemnities in this Agreement;
a) Products/CompletedIsperations Hazards-,
d) Independent Operators,-
e� EnNzlronmental Impairment;
0 Personal injury;
g) Deletion of the Explosion, collapse and underground hazards
exclusion;
h) Cross liability clause.
The applicable limit of liability shall be as agreed from time to time but shall
not be less than $5,000,000 per occurrence.
(2) Workers' Compensatinn in an amount as required by statute and Employers
Liability in an amount no less than $ 1, 000,000 each accident, $ 1, 000, 000 each
employee for disease, and $5,000,000 policy lirnit,
(3) Comprehensive Automobile Liability Insurance Jii�j� _C0 � applicable to all
owned, "non -owned" and hired vehicles used in connection with the operatiorl
and maintenance of the Facility, subject to the minimum Combined Single Limit
of Primary Bodily Injury and Property Darnage Liability Insurance as agreed
from time to time but which shall not beless than $5,006,000 Combined Single
Limit. Operator will require subcontractor to provide a certificate of automobile
insurance.
OR, MISM a
18 1
$ 10,000,000 per occurrence and, as applicable, in the aggregate.
(5) All Risk PLgRerty Innsuraracc covering the Facility on an all risk basis in an
amount not less than 100% of the Facility replacement cost. Such insurance shall
contain the following minimum coverage and endorsements, with the other
coverage and endorsements to be added by mutual agreement:
a) Data Processing and media coverage;
b) Flood;
C) Demolition and Increased Cost of Reconstruction;
d) Expediting Expense;
e) Extra Expense;
f) Agreed Amount Endorsement,
g) Repair and Replacement Endorsement;
h) Sink Hole Endorsement;
i) Earthquake coverage;
j) Business Inten-uption Insuranceas set forth in Section 4.02(bX6) if not
covered on a following form by separate policy; and
k) Windstorm
(6) Business on the Facility to protect the
Operator and the County, covering loss of revenues attributable to the Facility
(and extra expenses incurred) by reason of the total or partial suspension of, or
interruption in, the operation of the Facility caused by loss or damage to, or
destruction of, any part of the Facility or Facility Site as a result of the perils
insured against pursuant to Section 4.02(b) (5)and402(b) (7), and covering a period
of suspensionorinterruption of at least eightecii(18) calendar months in an
amount not less than the Operation Payments during any such period. Such
insurance shall exclude any loss of revenues sustained during the first seven (7)
days o f total or partial interruption of use of the Facility.
(7) Boiler and ILMgehiner, Insurance covering all machines andapparaLUSsubjecttoperile
typically insured under a Boiler and Machinery Insurance Policy in an amount equal
to 100% of the cost of repair or replacement without deduction for
depreciation. Such insurance shall contain the following minimum coverage and
endorsements with other coverage and endorsement to be added by mutual
agreement:
a) Demolition and Increased Cost of Reconstruction;
b) Expediting Expense;
a) Extra Expense,
d) Repair and Replacement Endorsement;
a) Additional expenses incurred for cleanup of contaminated or polluted
property that is a result of a covered accident,
f) Connected and ready for use endorsement; and
R) Business Interruption Insurance as set forth in Section 4.02(b)(6) if
not covered in a following form by separate policy.
(c) Additional Named Insureds. The Operator shall name the County (including their
respective board members, directors, officers, employees and agents) as additional named
insured on all insurance policies required pursuant to this Section 4.02 and as loss
payee on property insurance policies, as their respective interest may appear in
19 1
accordance with the contracts and agreements (related to the Facility and Facility
Site)to which they are a party.
(d) —Special Insurance Provisions, With respect to the insurances specified in this Section 4.02,
(1) Such coverage shall not be cancelled or materially changed without giving
the County sixty ( 60) days, if available, but not less than sixty (60) days
prior written notification thereof.
(2) Additional named Insureds shall have the option of paying any insurance
premium in order to prevent cancellation of insurances for nonpayment of
premium and shall be entitled to receive from the Operator full reimbursement of
all items so expended.
(3) Neither the Operator nor any of the additional named insureds set forth in
Section 4.02(c) shall have the unilateral right to make an insurance settlement
under the policies of insurances set forth herein,
4) If at any time the insurances set forth in this Section 4.02 shall fail to comply with
the insurance requiretuents specified. the Operator shall, upon notice to that effect,
promptly apply for anew policy, submit such policies to the County for prior
approval, and then file a certificate thereof with the same. If the Operatorfails
to comply with any such insurance requirements, the County may, at its option,
pay a renewal premium or otherwise fulfill the particular insurance
requirements. This action on the part of the County will mandate repayment of said
insurance premiums by the Operator. Failure of the operator to take out and/or
maintain any required insurance shall not relieve the Operator from any liability
hereunder Failure of the Operator to maintain the required insurance constitutes a
breach of this Agreement.
5) The Operator shall evidence compliance with the Workers' Compensation
Law by supplying the County, the following attested documentation:
(a) A Workers' Compensation certificate, prescribed forproof of compliance
with the Workers' Compensation Law; and
(b) If the Operator or any subcontractor shall be self -insured for Workers'
Compensation, such entity shall present a certificate evidencing from
the Workers' Compensation Commission that fact to the County,
(c) The Operator shall maintain a written list of the names and addresses of all
suppliers, contractors and subcontractors known, which list shall be updated
on a regular basis.
(d) With respect to the interests of the additional named insureds set forth
Section 4,02(c), such insurance shall not be invalidated by any action
inaction of the named insured and shall insure such additional nam
insureds regardless any breach or violation of any warranty, declaration
condition contained in such insurance by the named insured. I
(e) Such liability insurance as is afforded by the insurance set forth in this
Section 4.02 shall be primary without the right of contribution from any
20 1
other insurances that are carried (or self- insurance) by the, Operator or A%
interests in the Facilityorthe Facility Site and, fi�rther, such liabili
insurances shall express�ly provide that all of theprovisions thereof, exc
the limits of liability, shall operate in the same manner as if there were
separate policy covering each insured,
(f) The Operator shall arrange for appropriate certificates of insurance to
be issued to each additional named insured by each provider of the insurance
set forth in Section 4,02(b).
(g) With respect to the insurance referred to in Section 4.02(b)(6), any losses
payable shall be paid to the County for the account of all
interests.
4.03 Equal Employment Opportunity and Non -Discrimination.
4.05 Incinerator Ash.
M M M M I Ru 1 Lis MM. I Mg. all I I M of IM � 11 , I a !!
211
event the County determines that it wishes to arrange for the transportation and disposal of
Ash generated from an incinerator implemented in the future, under DEP guidelines, the
Operator and County shall enter into good faith negotiations for such transportation and
disposal.
ARTICLE V
DEFAULT AND TERMINATION
5.01 RemediesforBreach.
Either party may terminate this Agreement on the occurrence of an Event of Default by the
other party in accordance with this Article V.
5.02 Events of Default by Operator.
The following shall constitute Events of Default on the part of the Operator:
(b) (1) The Operator fails to operate the Facility at a level in accordance with the
performance guarantees for a period of two (2) consecutive months, provided that
the County has otherwise delivered or caused to be delivered Acceptable
Waste for processing. Any such default shall be eared if the Operator shall
develop a reasonable corrective plan intended to restore Facility performance to an
acceptable level within a two (2) month period. This two (2) month period
may beextended at the Option of the County upon
the )perator's showing of good cause.
(2) In the event of any extension beyond the initial two month period provided in
Section 5.02(bXl) unless the Operator can demonstrate that it has property operated
and maintained the Facility in accordance with prudent operating and maintenance
practices forrefuse flucilities, the Operator shall be liable for costs associated
withthe lailureto perfornmuring the extension period.
22 1
(c) The Operator being or becoming insolvent or bankrupt or ceasing to pay its
debts as they matureor making an arrangement with or for the benefit of its
creditors or consentingto oracquiescing intheappointment of a receiver, trustee or
liquidator for a substantial part of its property, or bankruptcy, winding up,
reorganization, hisolvencv, arrangement or similar proceeding instituted by or against
the Operator under the faws of any jurisdiction, which proceeding has not been
dismissed within ninety (90) days, or any action or answer by the Operator approving
of, consenting to, or acquiescing in, any such proceeding, or the levy of any
distress, execution or attachment upon the property of the Operator which shall
substantially interfere with its performance hereunder.
5.03 Events of Default by the County.
The following shall constitute Events of Default on the part of the County.
(a) Failure of the County to timely perform any material obligation under this
Agreement, except the obligation described in Section 5.03(b), the failure of the
County to perform any material obligation under this Agreement, However, no
eventof default shall occur and this Section 5.03 (a)if theCounty shall, within 120 clays
of the failure topeiforiii, prepare a reasonable corrective planintendedto cure the failure of
performance within a two month period. The two month period may be extended for an
additional two month period by mutual agreement upon the County's showing of good
cause, which agreement shall not be unreasonably withheld by the Operator. The
County shall be liable for any costs incurred by the Operator during the period of the
Countys failure to perform.
(b) Failure of the County to pay amounts owed to the Operator under Section 3.01 or 3.03
of this Agreement within thirty (30)days of the due date, or failure of the County to pay
any other amount owed to the Operator within ninety (90) days following receipt of
Operator's billing statement and Cost Substantiation therefor unless a dispute resolution is
pending pursuant to Section 6.03 hereof" in which case the County shall pay to the
Operator any such amount which is not in dispute, and withhold payment of any such
amount in dispute in accordance with Section 6.03.
5.04 Termination of Agreement by the County.
(a) If within a period of thirty (30) days after the Operator shall have received notice
from the County that an Event of Default has occurred under Section 5.02(a) or fib),
such notice describing in reasonable detail the nature of the Event of Default, the
Operator has neither remedied, nor commenced and continued to pursue with due
diligence a remedy for any such Event of Default, the County may after dispute
resolution in accordance with Section 6.03 terminate this Agreement forthwith,
An Event of Default of the character described in Section 5.02(c) hereof shall not
require notice by the County as hereinabove provided, but shall terminate this
Agreement forthwith.
(b) If this Agreement is terminated by the County pursuant to Section 5.04(a) hereof,
the Operator shall vacate the Facility. Further, if the Event of Default giving rise to
the termination was that described in Section 5,02(b), then the Operator shall pay to the
County the amount of the Performance Bond.
23 1
Neither the County nor the Operator shall be liable to the other for any failure or delay in
performance of any obligation under this Agreement (exceptthe obligation to pay previously
owed or otherwise obligated monies) due to the occurrence of an Uncontrollable
Circumstance. The party whose performance under this Agreement has been affmted by an
Uncontrollable Circumstance shall provide prompt written notice of the occurrence and
cessation of such Uncontrollable Circumstance to the other party. Whenever an
Uncontrollable Circumstance shall occur, the party claiming to be adversely affected thereby
shall, as quickly as possible, eliminate or mitigate the cause thereof, reduce costs and resume
performance under this Agreernent.
5.07 Manner of Termination Payment.
Within thirty (30) days following termination of this Agreement, the County and the operator
shall reconcile all amounts then due and payable to each other under the terms of this
Agreement. Upon reaching, as a result of such reconciliation, the total amount of the
outstanding unpaid balance which the County and the Operator each owe the other, the County
and the operator shall, within 30 days thereafter pay such amounts. If there shall be a
..........
24 1
nevertheless be timely paid such amounts which are not in dispute. Any remaining balance shall
be payable promptly by the appropriate party after resolution of said dispute, in accordance
with Section 6.03.
ARTICLE V-1
MISCELLANEOUS
Unless sooner terminated in accordance with the terms hereof., this Amended and Restated
Monroe County Haul Out, Transfer Stations Operations and Maintenance Agreement shalt commence
on October 1, 2014 and continue for a period of ten (10) years until September 30,2024. Either party
may request renewal of this Agreement for one additional period of five years on the terms and
conditions set forth herein, If approved, a formal amendment must be executed by the parties.
6.02 Assignment.
(a) It is expressly understood and agreed that thisAgreement is personal to the County and the
Operator, and that, except as expressly provided in this Section 6.02, the Operator shall
have no right, power or authority to assign this Agreement or any portion thereof
without prior wriffm approval of the County. If such assigntrientis approved, theOperator
understands that an assignment fee shall be paid to the County, which shall be
negotiated between the parties at the time of the proposed assignment.
(b) Upon written notification to and subject to written approval by the County the
Operator may subcontract or authorize performance of the Work. Such written request
shall include the name(s) and work history of the subcontractods), their cost per ton
for disposal, and the desired length of the work period for which they will be providing
services. The Operator guarantees compliance by such subcontractors and assignees
with the requirements of this Agreement, including insurance, copies of which shall be
provided by the subcontractors or assignees to the County, The County shall not
unreasonably withhold approval of any requested subcontract. This paragraph shall be
incorporated by reference into any assignment or subcontract and any assignee or
subcontractor shall comply with all of the provisions of this agreement. Unless
expressly provided for herein, such approval shall in no manner or event be deemed to
impose any additional obligation upon the Board.
6.03 Dispute Resolution.
(a) The parties shall use their best efforts to resolve any dispute or controversy by
mutual agreement, Except as otherwise expressly provided herein, each party
shall have the right to fully pursue its remedies at law in the event a dispute or
controversy cannot be resolved in accordance with the foregoing.
(b) Adjudication of Disputes or Disagreements: The parties agree that all disputes and
disagreement 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
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 Agrecinent or by Florida law
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(c) Any civil proceeding or other action commenced to enforce this Agreement shall be
filed in any court having jurisdiction thereof and situated in Monroe County, Florida.
6.04 Indemnities and Releases.
(b) The Operator shall protect, indemnify and hold harmless the County and the
County Indemnified Parties from and against all cost recovery or remedial actions
arising under the Comprehensive Environmental Response, Compensation and
Liability Act, 42 U.S.C., See, 9601 gL seg. and Florida Statute 403, the Solid
Waste Act, brought against the County or the County's Indemnified Parties and
arising from Operator's transportation and disposal of Acceptable Waste at the
Disposal Site pursuant to this Agreement. The indemnification set forth in this
subsection shall survive the termination of this Agreement.
(c) The County under the terms and provision of Florida Statute 768.28 shall prom
indemnify, and hold harmless the Operator and any substitute subcontractors, a
their respective officers, directors, employees and agents (the "Operat
Indemnified Parties") &am and against all liabilities, actions, fines, damage
claims, demands, judgments, losses, costs, expenses, suits, or actions a
reasonable attorneys' fees, and shall defend the Operator Indemnified Parties in a
suit, including appeals, for personal injury to, or death of, any person or person
a
n
or loss of, or damage to property or any suit arising out of the neglige
performance (or nonperformance) of the County's obligations under this Agreeme
up to the waiver amount set forth in Section 768.28 Florida Statutes. The Coun
is not, however, required to reimburse or indemnify any Operator Indemnifi.
i Party for loss or claim due to negligence of any Operator Indemnified Party.T
indemnification shall survive the termination of this Agreement.
(d) More fully described in Section 4.02 Herein, Operator and the County hereby
waive any and every claim for recovery from the other and from any substitute
subcontractors for any and all loss or damage to each other resulting from the
26 1
performance of this Agrccmxnt, which is covered by valid and collectible
insurance policies, but only to the extent to which such loss or damage is
actually recovered under such insurance policies.
(c) There are no warranties or guarantees of the Operator which extend beyond
those expressed in this Agreement, and the Operator DISCLAIMS AND THE
COUNTY WAIVES ANY IMPLIED WARRANTIES OR WARRANTIES
IMPOSED BY LAW, INCLUDING WARRANTIES OR MERCHANTABILITY,
WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, AND
CUSTOM AND IMAGE.
6.05 Further Assurances.
Each party agrees to execute and deliver any instruments and to perforin any action that
may be necessary, or reasonably requested, in order to give fall c1lbo to this
Agreement. Each party shall use all reasonable efforts to provide such information,
execute such ftirther instruments and documents, and take such action as may be
reasonably requested by the other party not inconsistent with the provisions of this
Agreement and not involving the assumption of obligations other than those provided
for in this Agreement to carry out the intent of this Agreement.
6.06 Warranties, Machinery, Equipment and Materials.
The Operator shall exercise all reasonable efforts to obtain manufacturers' warranties
for equipment and materials at the Facility and to assign such warranties to the County
in accordance with this Agreement, The Operator hereby agrees that the County shall be
subrogated to all of the Operator's rights and privileges under all suppliers' warranties
and that if the Operator shall not have, within 30 days after written notice from the
County, moved to enforce its rights and privileges under any of such warranties, the
County may enforce such rights as the Operator would otherwise have under such
warranties.This Section 6,06 shall survive the termination of this Agreement.
6.07 Industrial Property Rights.
The Operator and the County agree to hold in strictest confidence and not to disclose to
third parties any confidential or proprietary know-how, trade secrets, technical data or
other data or information which has been identified by one party to the other as
proprietary or confidential and has been or shall be furnished by one party to the other
in connection with the performance of this Agreement, except that in each instance this
Section shall not apply to such matters which (i) were in the receiving party's lawful
possession prior to submission thereof by the disclosing party and had not been obtained
by the receiving party either directly or indirectly from the disclosing party, or (ii) are
hereafter lawfully made available to the receiving party by a third party, or (iii) are, or
at any time became available to tire public through no act or failure to act by the
receiving party, or (iv) any matters required to be disclosed or made public under the
requirements of law.
6.08 Representations.
(al The County's Representations, The County represents to the Operator that:
(1) The County is duly organized and existing in good standing under the laws of
27 1
the State of Florida and is authorized to carry on the governmental functions
and operations as contemplated by this Agreement.
(2) The County has the power, authority and legal right, to enter into and
perform its obligations set forth in this agreement, and the execution,
delivery and performance hereof (a) have been duly authorized, (b) have
the requisite approval of appropriate governmental bodies.
(31 This Agreement has been duly entered into and delivered and, as of the
Contract date, constitutes a legal, valid and binding obligation of the
County, enforceable in accordance with its terms.
(b) Operator's Representations. The Operator hereby represents to the
County that:
(1) The Operator is duly organized and existing in good standing under the
laws of the State of Florida, and is duly qualified to do business wherever
necessary to carry on the business and operations contemplated by this
Agreement.
(2) The Operator has the power, authority and legal right to enter into and
perform its obligations set forth in this agreement, and the execution,
delivery and performance hereof (i) has been duly authorized, (H) has the
requisite approval of appropriate governmental bodies, (iii) does not violate
any judgment, order, law or regulation applicable to the Operator or any
provisions of the Operator's certificate of incorporation or bylaws and (iv)
does not constitute a default under or result in the creation of any lien,
charge, encumbrance or security interest upon any assets of the Operator
under any agreement or instrument to which the Operator is a party or by
which the Operator or its assets may be bound or affected.
(3) The Operator holds, or is expressly authorized under, the necessary patent
rights, licenses and franchises to operate and maintain the Facility pursuant
to the terms of this Agreement.
(4) This Agreement has been duly entered into and delivered and, as of the
Contract Date, constitutes a legal, valid and binding obligation of the
Operator, enforceable in accordance with its terms.
(5) The Operator wan -ants that its consultants, sub- consultants, agents and
employees have the experience, knowledge and character necessary to
qualify the for the particular duties that each may perform under this
Agreement and shall perform such services in accordance with the
highest professional standards and free from defects in materials and
workmanship,
(6) The Operator has or will obtain all necessary permits required to operate
the Facility.
6.09 Relationship of the Parties.
Except as otherwise explicitly provided herein, no party to this Agreement shall have
any responsibility whatsoever with respect to services provided or contractual obligations
281
assumed by any other party and nothing in this Agreement shall be deemed to constitute
any party a partner, agent or legal representative of any other party or to create any
fiduciary relationship between or among the parties.
6.10 Documents Pertaining to the Facility.
All documents prepared by or for the Operator pertaining to the Facility for the purpo
of operating and maintaining the Facility shall become the property of the County, -tip
termination of this Agreement, subject to any applicable proprietary restrictio
provided that the Operator may retain and use copies thereof I
IFFEEMM
Any notices or communication required or permitted hereunder shall be in writing
and sufficiently given or delivered in person or sent by certified or registered mail,
postage prepaid, as follows:
As to the Operator: President
Waste Management Inc. of Florida
2700 Wiles Road,
Pompano Beach, Florida 33073
As to the County: County Administrator
Monroe County
1100 Simonton Street, Ste. 2-205
KeyWest, Fl. 33040
Changes in the respective addresses to which such notice may be directed may be made
from time to time by any party by written notice to the other party.
The waiver by either party of a default or a breach of any provision of this Agreement
by the other party shall not operate or be construed to operate as a waiver of any
subsequent default or breach. The making or the acceptance of a payment by either party
r,
with knowledge of the existence of a default or breach shall not operate or be construed
to operate as a waiver of any subsequent default or breach.
6.13 Modifications.
The provisions of this Agreement, including the present and all future Schedules, together
with the agreements incorporated by reference, shall (1) constitute the entire agreement
between the parties for the operation of the Facility, and (2)be modified, unless provided
herein to the contrary, only by written agreement duly executed by both parties. In the
event of any conflict, variation or inconsistency between these general terms and
conditions of this Agreement and any of the Schedules, these general terms and
conditions shall control.
6.14 Headings.
Captions and headings in this Agreement are for ease of reference only and do not
constitute a part of this Agreement.
29 1
6.15 Governing Law.
This Agreement and any questions concerning its validity, construction or
performance shalt be governed by the laws of the State of Florida, irrespective of the
place of execution or of the order in which the signatures of the parties are affixed or
of the place or places of performance.
MIZIMN
Venue for all purposes arising out of this Agreement shall be in Monroe County,
Florida, unless prohibited by law,
6.17 Counterparts.
This Agreement may be executed in more than one counterpart, each of which shall
be deemed to be an original.
6.18 Severability.
In the event that any provision of this Agreement shall, for any reason, be determined to
be invalid, illegal, or unenforceable in any respect, the parties hereto shall negotiate in
good faith and agree to such amendments, modifications, or supplements of, or to, this
Agreement or such other appropriate changes as shall, to the maximum extent practicable,
in light of such deten-nination, implement and give effect to the intentions of the parties as
reflected herein, and the other provisions of this Agreement shall, as so amended,
modified, supplemented or otherwise affected by such action, remain in fall force and
effect.
6.19 Unless Stated Otherwise.
Whenever this Agreement requires performance by the Operator it shall be at the
Operator's expense and whenever this Agreement requires performance by the County it
shall be at the County's expense.
6.20 Performance Bond.
Operator shall provide a performance bond in the amount of $6,000,000 issued by a
Surety or insurance company licensed to do business in the State of Florida.
Notwithstanding anything herein to the contrary, in the event this Agreement is terminated
due to the default of Operator under the provisions in Section 5.02 hereof, and the County,
receives payment from the Surety, Operator's liability for any and all obligations
hereunder shall be limited to said amount of $6,000,000.
6.21 Public Entity Crimes Form.
The following document shall be attached to this Contract and shall be executed annually
on January 1 each year of the Contract term: Schedule E - Public Entity Crimes Form
6.22 Maintenance of Records.
Operator shall maintain all books, records, and documents directly pertinent to performance
under this Agreement in accordance with generally accepted accounting principles consistently
30 1
applied. Each party to this Agreement or their authorized representatives, or the Florida
Department of Environmental Protection or its designee, shall have reasonable and timely access
to such records of each other party to this Agreement for public records purposes during the to
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 See. 55.03-, FS, running from the date
the monies were paid to Contractor.
6.23 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
1] 2.313, Florida Statutes, 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.
6.24 No Solicitation/Payment.
The County and Operator 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 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 Contractor agrees
that the County shall have the right to tenninate 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,
6.25 Public Access,
The County and Operator shall allow and permit reasonable access to, and inspection of, all
documents, papers, letters or other materials in its possession or under its control subject to the
provisions of Chapter 119, Florida Statutes, and made or received by the County and Contractor
in conjunction with this Agreement. Pursuant to F.S. 119,0701, Franchisee and its
subcontractors shall comply with all public records laws of the State of Florida, including but
not limited to:
(a) Keep and maintain public records that ordinarily and necessarily would be required
by Monroe County in order to perform the service.
(b) Provide the public with access to public records on the terms and conditions that
Monroe County would provide the records and at a cost that does not exceed the cost
provided in Florida Statutes, Chapter 119 or as otherwise provided by law,
(c) Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law
31 1
M) Meet all requirements for retaining public records and transfer, at no cost., to Monroe
County all public records in possession of the Franchisee upon termination of the
contract and destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements, All records stored electronically
must be provided to Monroe County in a format that is compatible with the
information technology systems of Monroe County.
Violation of this subsection is considered a default under this Agreement and shall be addressed
as set forth in Section 5.02 above, The County shall have the right to unilaterally cancel this
Agreement upon violation of this provision by Operator that is not cured within a reasonable
time by the Operator.
6.26 NON -WAIVER OF IMMUNITY.
Notwithstanding the provisions of Section 768.28, Florida Statutes, the participation of parties in this
Agreement and the acquisition of any commercial liability insurance coverage, self-insurance
coverage, or local government liability insurance pool coverage shall not bedeemed 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.
6.27 PRIVILEGES AND IMMUNITIES.
All of the privileges and immunities from liability, exemptions from laws, ordinances and rules, and
pensions and relief, disability, workers' compensation and other benefits that apply to the activity of
officers, agents, volunteers or employees of the County, when performing their respective functions
under this Agreement within the territorial limits of the County shall apply to the same degree and
extent to the performance of such functions and duties of such officers, agents, volunteers or
employees outside the territorial limits of the County.
628 LEGAL OBLIGATIONS AND RESPONSIBILITIES; 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 any other participating entity, in which case the performance may
be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended
to, not shall it be construed as, authorizing the delegation of the constitutional or statutory duties of
the County, except to the extent pennifted by the Florida Constitution, state statutes, case law, and,
specifically, the provisions of Chapters 125 and 163, Florida Statutes,
6.29 NON -RELIANCE BY NON-PARTIES.
No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to
enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service or
program contemplated hereunder, and the Franchiser and Franchisee agree that neither the
Franchiser or Franchisee, or any agent, officer oremployee of either shall have the authority to
inform, counselor 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
32 1
superior to, the community in general or for the purposes contemplated in this Agreement.
6.30 ATTESTATIONS.
Operator agrees to execute such documents as the County may reasonably require, including a Public
Entity Crime Statement attached as Schedule E, an Ethics Statement attached as Schedule C, and a
Drug -Free Workplace Statement attached as Schedule D,
6.31 COVENANT OF NO INTEREST.
The County and Operator covenant that neither presently has any interest, and shall not acquire any
interest, that would conflict in any manner or degree with its performance under this Agreement, and
that the only interest of each is to perform and receive benefits as recited in this Agreement.
6.32 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 Operator 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 Operator specifically agree that no party to this Agreement shall be
required to enter into any arbitration proceedings related to this Agreement or any Attachment or
Amendment to this Agreement.
6.33 BINDING EFFECT.
The terms, covenants, conditions and provisions of this Agreement shall bind and inure to the benefit
of the County and Operator and their respective legal representatives, successors and assigns.
6.34 EXISTING OR PRIOR AGREEMENTS.
The terms and conditions of this Agreement supersede the terms, obligations and conditions of any
existing or prior agreement or understanding, written or verbal, between the parties regarding the
work performed, compensation to be paid, and all other matters contained herein.
6.35 SCHEDULES
The following documents shall be Schedules attached to this
Contract and incorporated therein by reference -
Schedule A: Special Waste
Schedule B Operations and Disposal Fee Adjustment
Schedule C: Sworn Statement on Ethics
Schedule D: Drug Free Workplace Form
Schedule E: Public Entity Crime Statement
Schedule F: Non -Collusion Affidavit Form
Schedule G: Lease Areas Reserved for the Operator
33 9
This Amended and Restated Agreement may not be construed as a County waiver of
any breach of the terms of the original agreement by the Operator, or as a County waiver of any
fraudulent act(b) committed by the Operator, that occurred prior to the effective date of this
Amended and Restated Agreement. Further, this Amended and Restated Agreement does not operate
to estop or prevent the County from terminating the original agreement and this Amended and
Restated Agreement for any breach of the terms of the original agreement by the Operator, or
fraudulent act(s) committed by the Operator that occurred prior to the effective date of this Amended
and Restated Agreement, or from damages on account of any such breach or fraudulent act(s).
IN WITNESS HEREOF, the parties have caused this Agreement to be executed by their
duly authorized officers or representatives as of the day and year first above written,
&XICOM
Clerk of the Circuit Court
Approved by Office of
General Counsel as to Form
and Legal Sufficiency:
M
MO OE COUNTY, FLORIDA
M.
Mayor
WASTE MANAGEMENT INC. OF FIFO
A Florida Corporation
By:
Assi
Sec Scoeo
etary. President
34 1
SCREDULEA
SPECIAL WASTE
Any waste meeting the description which follows is a "special waste":
a. Chemical waste from a laboratory. (This is limited to discarded containers of
laboratory chemicals, lab equipment, lab clothing, debris from lap spills or cleanup
and floor sweepings.)
b. Articles, equipment and clothing containing or contaminated with polychlorinated
bipheryls (PCBs). (Examples would be: PCS capacitors or transformers, gloves or
aprons from draining operations, empty drums that formerly held PCBs, etc.
C. PCB drainings and flushings removed from PCB articles and placed directly into
transport containers.
d. "Empty" containers of waste commercial products or chemicals. (This applies to a
portable container which has been emptied, but which may hold residuals of the
product or chemical. Examples of containers are: portable tanks, drums, barrels, cans,
bags, liners, etc. A container shall be determined RCRA "empty" according to the
criteria specified at 40 C.F.R.s261a7.)
e. Asbestos containing waste from building demolition or cleaning. (This applies to
asbestos -bearing waste insulation materials, such as wall board, wall spray
coverings, pipe insulation, etc.
f. Commercial products or chemicals: Off -specification, outdated, contaminated or
banned. (This also includes products voluntarily removed from the market place
by a manufacturer or distributor, in response to allegations of adverse health
effects associated with product use.)
9. Residue and debris from cleanup spills or releases of a single chemical substance
or commercial product or a single waste which would otherwise qualify as a
special waste.
h. Infectious waste. (Any waste from a hospital, medical clinic, nursing home,
medical practitioner, mortuary, taxidermist, veterinarian, veterinary hospital,
animal testing laboratory, university medical laboratory, etc., that is contaminated
with or may be contaminated with an infectious agent that has the potential of
inducing infection.)
i. Animal waste andparts, from slaughterhouses or rendering plants.
j. Waste produced by the mechanical processing of fruit, vegetables or grain. (This
includes such wastes as rinds, hulls, husks, pods, shells, and chaff)
k. Purnpings from septic tanks used exclusively by dwelling units. (Single family homes,
duplexes, apartment buildings, hotels or motels.)
Sludge from a publicly owned sewage treatment plant serving primarily domestic
users.
35 1
in. Grease trap wastes from residences, restaurants, cafeterias not located at industrial
facilities.
n. Wash water wastes from commercial car washes.
01 Wash water waste from commercial laundries or laundromots.
p. Chemical -containing equipment removed from service. (Examples: Cathode ray tubes,
batteries, fluorescent light tubes, etc.)
q- Waste produced from the demolition or dismantling of industrial process equipment
or facilities contaminated with chemicals from the process.
r. Closed cartridge filters from dry cleaning establishments. (Such filters being used
to filter used dry-cleaning fluids or solids.)
a. Containerized Waste. To include, but not be limited to, a drum, barrel, portable
tank, box or pail.
t. Waste transported in a bulk tanker.
11, Liquid Waste. For purposes of this paragraph, liquid waste means any waste
material that is determined to be or contain "free liquid" by the paint filter test
(EPA Method 9095);
V. Sludge Waste.
W, Waste from an industrial process. Waste which requires special handling.
X. Waste from a pollution control process.
y. Residue or debris.Froma cleanup or a spill or release of chemical substances,
commercial products or wastes listed in paragraphs (a) through (x) of this definition.
z. Soil, Water, Residue, or Debris, Articles which are contaminated from the cleanup
of a site or facility formerly used for the generation, storage, treatment. recycling,
reclamation, or disposal of wastes listed in paragraphs (a) through (y) of this definition,
so. Residential Wastes.Only if a rule issued pursuant to Chapter 403, Florida Statutes as
amended by Chapter 88-130, Laws of Florida, or a change in law, statute, regulation, rule, code,
ordinance, permit or permit condition occursafterthe Effective Date ofthis Agreernent,requiring
material additional management thatdiffers from therequirements applicable on the Effective
Date of this Agreement.
bb. Waste Tires,
36 1
SCHRDULE B
An annual adjustment, except as specified herein in paragraph 3,01, shall be applied on October
of every year to the Operations and Disposal Fee.
The adjustment shall be calculated in the following manner:
1) The following index is used to calculate the adjustment. The change in the index shall
be calculated on a March I — February 28 basis for the preceding twelve month.
INDEX
Consumer Price Index (CPI), Miami/Fort
(Unadjusted), All Urban Consumers, All Items.
SOURCE
Consumer Price Index Detailed Report, Published Monthly by Bureau of Labor Statistics.
(BLS)
If the index becomes obsolete during the to of this contract, an alternative, related
index may be used, as mutually agreed upon between the Operator and the County.
37 1
SCHEDULE "C"
SWORN STATEMENT UNDER ORDINANCE NO. 10-1990
MONROE COUNTY; FLORIDA
ETHICS CLAUSE
Waste Management Inc. of Florida warrants that lie/it has not employed, retained or
otherwise had act on his/its behalf any former county officer or employee in violation of
Section 2 of Ordinance No. 10-1990 or any county officer oremployee in violation of section
3 of Ordinance No. 10-1990. For breach or violation of this provision the County may, in its
discretion, deduct from the contract or purchase price, or otherwise recover, the fall amount of
any fee, commission, percentage, gift, or consideration paid to the former county officer or
employee.
EM I ICI.06F FLORIDA
--�WnTi
By: (Signature) T AWKWS. PRES1
Date:
STATE OF
C 0 U N T Y CIF
Subscribed �g7'd sworn to (or affirmed) before me on,20 14 by
Npt (name of affiant).
h ---
He/She is personall-v ki to me or has produced
as identification.
(Type of identification)
.. ............
NOTARY PUBLIC 'ORY P041.
SUM CHRISTA JOHNSON
MYCOMMISSION IFFOW4
EXPIRES: January 29,2018
38 1
SCHEDULE"D"
DRUG -FREE WORKPLACE FORM
The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that:
Waste Management Inc. of Florida
1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing,
possession, or use of a controlled substance is prohibited in the v,orkplacQ and s1weifyirig the
actions that will be taken against employees for violations of such prohibition.
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 (1),
4.In the statement specified in subsection (1), 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 nom
contenders 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 if such is available in the employee's community, or any employee who is so
convicted.
6. Make a goad 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 reqjjiremenk;.___,._
:
, A y B HAyVh,-INS, PRESIDENT nZk:1'NNT INC. OF H �RJ
Signature.'.
STATE OF: tf-_U
777-77�__,v
COUNTY OF: 77
&D (date) by
Subscribed,. and sworn to (or affinued) before me on
A
'Panic of affiant). t He/She is o me or has produced
Fro',
(type of identification) as identification,
NOTARY PU13LIC SUSAN COSTA JOHNSON
MY CONRISSION I FF 065M
EXPIRES: January29,2018
My Commission Expires: Iana-4 7zhry Sudet Nowy Servicei
39 1
SCHEDULE"E"
PUBLIC ENTITY CRIME STATEMENT
"A person or affiliate who has been placed on the convicted vendor list following a conviction for
public entity crime may not submit a bid on a contract to provide any goods or services to a public
entity, may not submit a bid on a contract with a public entity for the construction or repair of a
public building or public work, may not submit bids on leases of real property to public entity, may
not be awarded or perform work as a CONTRACTOR, supplier, subcontractor, or CONTRACTOR
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 287.0 17, for CATEGORY TWO for a period of
36 months from the date of being placed on the convicted vendor list."
I have read the above and state that neither 1WIRasatletjMnalnnlvg;etmM2enatLilnEEc.:_QofLFLIlo2Er!dMa (Operator's name)
nor any Affiliate has been placed taro the convicted vendor list within the last,3 6 months.
WAS'T� MANAGLI-NE I OF RORIDA
MOTHY S. HAWKINS, PRESIDENT
-0
Date: i-,V-1L
STATE OF:
COLTNTY OF:-�19�11�10 Rt/P--T>
r Subscribed and,swom to-1 or afl�irined) before me o,i
(date((name o affiant). He/She is-ersonall
L��J V )
known to me or has produced ------- e of identification) as
identification. 4
IQ
NOTARY Puayic
401
SCREDULE"F'
NON -COLLUSION AFFIDAVIT
1, of the city of according to law on my
oath, and under penalty of perjury, depose and say that
YVAS�t INA
INC. OF a. I am i of the firm of tKe iffir
making the Proposal for the project described in the Request for Proposals for
and that I executed the said proposal with
full authority to do so;
b. 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;
C. 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
d. 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;
a. the statements contained in this affidavit are true and correct, and made with full knowledge
that Monroe County relies upon the truth of the statements contained in this affidavit in
awarding contracts for said project.
W
MIANAGE 7A13TE1,,1M1E )NCaOFFLORIOA
By: 1111111110 HY B. HAWKINS, PRESIDENT
g u
Date:
STATE OF: PLrR__1 DA_
COUNTYOF:
......................................................
Subscri edandsNvomit q6lL(o,,")affi rined) before me on (date) by
T P K I (name of affiant). He/She is P to me or has
prod ced (type of identification) as identification.
N'VkLIC
OTARY PUBLIC
SUSm OMTAJDWH
My Commission Expires: my cow"M I FF WO
EXPIRE& Januaty 2% 2018
UrWed Thru SA004DWY SOM
411
LEASE AREAS EXCLUSIVE TO THE OPERATOR
42 1
XACILITY LEGAL DES.CR3:P.T3:ON.S
The Premises shall constitute the property outlined on Figures Al,
A2, and A3, which, respectively, lies within the land described at
Exhibits As, Ab, and A.
M
atlandin apartof
Section 668.1 - on ■
Monroe County, Florida and being mors
particularly described by metes and bounds as
follows:
Commencing at Southeast Corner of Government
Lot 8, said Corner also to be known as the
Point of Beginning of the tract of land
hereinafter described, bear West along the
South Line of Government
- i
shorelinethence bear North 1050 feet, more or less, to
the an direction,
feet, 'more of less to a point which is bearing
North from the Point of beginning; thence bear
South 1050 feet more of less, back to the
Point of Beginning containing 10 acres more of
'iland inGovernment
Key, Monroe County, Florida; Commencing at the
southeast corner ofthe said Lot 8and thence
west along the south boundary line of the said
Lot 8 a distance of 415 feet to the Point of
beginning of the parcel of land herein being
described: continuei is -said
south line of the said lot 8 a distance of
478.31 feet
to'pointt thence, north
right angle to the ' orevious course 871.60 feet
• - or - to _ point on the mean
i waterline i ■ii l..northeasterly
along the said 'a- i' - 5oo feet
more or less to a point bearing north and
distant 11000 feet inore-from the Point
of beg-'Mning; thence south 1,000 feet more or
less to the Point of Beginning, continuing
10.2 acres, more
M
Am or n=m BAY
X L
to
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I
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A
SITE PLAX
SectionLong Key A tract of land in a part of Government Lot 2,
35 ! part of
Government!31 Section
E., on Long Key, Monroe county, Florida, and
being more particularly described by metes and
bounds ■ i
Commencing the intersection of
line of Section!the northerly right •
way line of U.S. HighwaY No. 1 bearing North
along the West Line of Section 4 86.24 feet to
the Point of beginning of the tract of land
hereinafter described from said Point Of
beginning bear North 35 degrees and 26 minutes
East, 1600 feet to a point of curve, said
Curve having a central angle of 14 degrees and
thence north-easterly along i curve
pointdeflecting to the right of a distance of
766-73 feet to a tangent; thence
North i degrees ■ 15 minutes
Southwestdistance for 380 feett more or less, to the
corner of Property of
Government Radar thenceNorth
degrees and 45 minutes West along the West
Property of Radar Station and through
a part of Government Lot 3, Section 33 for a
distance of 650 teat, more or less, to a point
on the shoreline of #, Florida;
meander the shoreline of the Bay of Florida in
southwesterly direction distance •
shoreline2100 feet, inore or less, to a point where said
of •
4; thence South # ■ the West - of - ■
of Beginning, containing 29.55 acres, more or
4F 100 feet, more of less, back to the Point
5it
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LONG KEY TRANSFER STATION OFF DISC %ASSOCIATED
SITE PLAN FOR ARCRITE CTSo MCORPORATED
HASTE RAIMEMENT INC. mmmnnv�
PWNRQE COUNTY, FLORIDA
EXHIBIT Ac
Key Largo A part of the Southeast Quarter (SE 1/4) of
the Northwest Quarter NE 1/4) of Section Ten
f Township Sixty ■ # South,■ Forty
-
# East, Monroe County, Florida described
COMMENCINGasl
Est corner of said
SoutheastQuarter the
Quarter of Section#
running at right- - -fifteen
angleschains; thence at right angles South ten (10)
chains; thence at right
(15) chains, thence at right angles North ten
(10) chains to the place of beginning,
containing fifteen (15) acres.
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ISLAND OF KEY LARGO FEDERATION OF HOMEOWNER ASSOCIATION'S INC.
P.O. BOX 702
KEY LARGO FLORIDA 33037
BUTTONWOOD BAY HOMEOWNER'S ASSOC., CAPTAIN JAX HOMEOWNER'S ASSOC., HOMEOWNER'S ASSOC. OF CORAL
COAST, GATEWAY -TO -THE -SEA HOMEOWNER'S ASSOC., HAMMER POINT HOMEOWNER'S ASSOC., HIBISCUS PARK
HOMEOWNER'S ASSOC., KEY LARGO VILLAGE HOMEOWNER'S ASSOC., LARGO SOUND PARK CLUB INC. HOMEOWNER'S
ASSOC., PORT LARGO RESIDENTIAL HOMEOWNER'S ASSOC., ROCK HARBOR CLUB CONDOMINIUM ASSOC., ROCK
HARBOR ESTATES HOMEOWNER'S ASSOC., SEXTON COVE HOMEOWNER'S ASSOC. SILVER SHORES LEASEHOLDER'S
ASSOC., STILLWRIGHT PROPERTY OWNER'S ASSOC. SUNSET WATERWAYS HOMEOWNER'S ASSOC., TAYLOR CREEK
VILLAGE HOMEOWNER'S ASSOC., THE HARBORAGE HOMEOWNER'S ASSOC.,WYNKEN BLYNKEN & NOD HOMEOWNER'S
ASSOC.
" Never doubt that a small group of committed citizens can change the world. Indeed, it is the only thing that ever has."
Margaret Mead
May 21, 2014
Reference: Competitive Bids for Waste Transfer Station Operation and Waste Hauling
Commissioner: Mayor Sylvia Murphy
Commissioner: Pro Tem Danny Kohlage
Commissioner: George Neugent
Commissioner: David Rice
Commissioner: Heather Carruthers
Dear Commissioners,
The Island of Key Largo Federation of Homeowners Associations, Inc. is aware and appreciates the
Commissioners and County Staff have been working and examining renewal of contracts for 3
components of our solid waste service: collection, transfer station operation and waste hauling.
The Federation wants to thank you and staff for your many hours of hard work trying to save money for
the residents of unincorporated Monroe County while maintaining our exceptional service.
I'm sure you are aware that Key West pays nothing for recyclable waste services while Monroe County
taxpayers are paying $74.00 a ton.
The Federation —which has a membership of over 2,000 homeowners in Key Largo —are pleased with
our solid waste collection service and find the cost to taxpayers to be reasonable, but requests that you
seek competitive bids or engage the services of a qualified expert such as Kessler Consultants or similar
professional firm for the transfer station and haul out services, including the recyclables.
We also request you seek competitive bids for our yard waste handling that would save us more money
and request you put it to positive use rather than fruitlessly incinerating it.
Thank you
Dottie Moses, President
CC:: Roman Gastesi
Nd
kessler consulting inc.
innovative waste solutions
TECHNICAL MEMORANDUM.
TO: Jay Gewin
Key West Utilities Director
FROM: Robin Mitchell
Project Manager
DATE: December 3, 2010
SUBJ: Comparative Analysis of Transport and Disposal Fee
PRO1 #: 120-00.00
Per Task 3 of Task Order 1, Kessler Consulting, Inc. (KCI) reviewed the proposed Service Fee for transport
and disposal of the City's solid waste and compared this fee with other appropriate jurisdictions and
industry standards.
Background
Waste Management (WM), the City's transport and disposal contractor, requested a Service Fee
increase, in addition to the annual Consumer Price Index (CPI) adjustment provided for in the
Transportation and Disposal (T&D) Agreement, to account for fuel cost increases. Based on the CPI
adjustment in the T&D Agreement, the FY 2010/11 fee would be $66.63 per ton. WM requested an
additional $2.15 for a total fee of $68.78 per ton; however, City staff negotiated a reduced adjustment
of $67.70 per ton. WM indicated that it pays its transport subcontractor $32.76 per ton, leaving $34.94
per ton for disposal.
KCI conducted a comparative analysis of the $67.70 per ton fee. We first compiled transport and
disposal information for municipalities in the same South Florida wasteshed as the City. Because
comparable transport information was not available, KCI ran a standard analysis using industry
knowledge to determine a fair price for transport of solid waste from the City's Transfer Station on
Rockland Key to WM's Wheelabrator South Waste -to -Energy (WTE) Facility in Broward County, a one-
way distance of 183 miles.
Disposal Fee Analysis
Table 1 provides the fees for transfer station operation, transport and disposal in various South Florida
jurisdictions. As mentioned above, jurisdictions were selected that are in the same wasteshed as the
City. In addition to Monroe County and Miami -Dade County, the table includes Broward County, which
operates a Resource Recovery System (RRS) in which most municipalities in the county participate. A
14620 N. Nebraska Ave., Bldg, D, Tampa, FL 33613 1 Tel: 813.971.8333 1 Fax: 813.971.858 1 www.kesconsult.com
Comparative Analysis of Transport and Disposal Fee i 1.213110 i Page 2 of 3
Resource Recovery Board contracts for disposal services for all members of the RRS. Both the current
RRS fee and a negotiated fee, which goes into effect in August 2011, are provided in the table. The table
also includes several cities that do not participate in the RRS, but instead contract independently for
disposal services.
When reviewing this information, it is important to bear in mind that direct comparison of fees between
jurisdictions is difficult because of various factors that make each location unique, such as differences in
services and competition in the local marketplace. For example, the existence of the RRS makes the
marketplace in Broward County somewhat atypical.
Table 1: Transport and Disposal Fees in South Florida Jurisdictions
r,
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Contract Transfer Station
Operation Fee ($/ton) N/A N/A N/A
Contract Transport Fee
N/A
1
($/ton)
N/A
N/A
$62.50
N/AtV1/TEWTE
$80.09
Contract Disposal Fee
($/ton)
$65.93
$47.75i'I
$74.76
One-way Distance from
Transfer Station to
N/A
N/A
180
N/A40"'
Disposal (miles)
Transfer Station
N/A
N/A
Choice
N/Aunty/
Owner/Operator
Environ.MTransport
Contractor
N/A
N/A
Choice
N/AMEnvironDisposal
Facility and
WM
WM
WSI
WM
MOwner
WTE/LF
WTE/LF
JED LF
Central LFTE
There will be a one-time adjustment on 8/4/11 by (1) 100% of the Adjustment Factor from 10/2009 through 412011
plus (2) 33.3% of the Adjustment Factor from 412010 through 412011.
(2) Rate available only to permitted haulers and municipalities with long-term disposal contracts. Non -contract disposal
rate per ton is $79.50.
(3)This is average distance from the three transfer stations (Cudjoe Key - 180, Long Key - 140 and Key Largo - 100).
N/A = Not Applicable WTE = Waste -to -Energy LF = Landfill
WM = Waste Management WSI = Waste Services, Inc.
The average solid waste tipping fee in Florida is approximately $40 per ton, and disposal fees in South
Florida are typically higher as evidenced in Table 1. Therefore, a disposal fee of $34.94 per ton is
reasonable in the current marketplace.
kessler consulting inc.
innovative waste solutions
Comparative Analysis of Transport and Disposal Fee 1 1213110 1 Page 3 of 3
Transport Fee Analysis
Those jurisdictions listed in Table 1 that contract for transport and disposal were unable to break out the
fees for each service; therefore, KCI utilized industry knowledge to develop a reasonable cost estimate
for transporting solid waste from the City's Transfer Station to WM's Wheelabrator South WTE Facility.
Including the cost of labor; fuel; equipment amortization; equipment maintenance and repair;
insurance, license and taxes; and reasonable contractor overhead and profit, KCI believes that $92 per
hour is a reasonable rate assumption for over -the -road trucking of solid waste in transfer trailers.
Additional assumptions used in this analysis are as follows:
• Roundtrip travel distance of 366 miles
• Average speed of 45 miles per hour
• 22 tons of solid waste transported per load
Based on the above assumptions, a reasonable fee to transport solid waste from Rockland Key to the
Wheelabrator South Facility is approximately $34 per ton. Therefore, a transport fee of $32.76 per ton
seems reasonable, especially since the contractor achieves some level of operational efficiencies by
backhauling materials down to the Lower Keys.
Conclusion
The analysis provided herein indicates that a transport and disposal fee of $67.70 per ton seems
reasonable in today's marketplace based on the City's location, travel distance to disposal, and regional
tipping fees.
KCI offers the following recommendations related to this analysis:
KCI has provided the City with a suggested methodology for adjusting the Service Fee quarterly
to account for fluctuations in fuel prices in lieu of allowing WM to request extraordinary rate
increases in the future for this reason. These fee adjustments would be based on the price for
No. 2 diesel fuel in the Lower Atlantic area published by the U.S. Energy Information
Administration.
Should the contractor achieve cost reductions as a result of backhauling materials, the City
should be able to benefit from this as well. Language to that effect should also be incorporated
into the T&D Agreement.
kessler consulting inc.
innovative waste solutions
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