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Item D26 BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: August 16, 2006 Division: Public Works Bulk Item: Yes X No Department: Facilities Maintenance Staff Contact Person: John W. King AGENDA ITEM WORDING: Approval of a contract amendment with Synagro Southeast, Inc. for the operation and maintenance of the wastewater treatment plant at the Roth Building. ITEM BACKGROUND: On May 16, 2006 the current contract with Synagro Southeast, Inc. was renewed for the first one-year option. In that renewal, sludge removal was increased from 38~ to 40~; the contract dated May 18,2005 states that sludge removal is cost plus 15%. PREVIOUS RELEVANT BOCC ACTION: On May 18,2005, the BOCC approved award of bid and contract with Synagro Southeast, Inc. for the operation and maintenance of the wastewater treatment plant at the Roth Building. On May 16, 2006, the BOCC approved the first of two one-year renewal options. CONTRACT/AGREEMENT CHANGES: To clarify that sludge removal (beyond the first four required as regular maintenance per year) is Cost plus 15% (as stated in original contract dated May 18, 2005). STAFF RECOMMENDATIONS: Approval. TOTAL COST:$ BUDGETED: Yes No COST TO COUNTY: SOURCE OF FUNDS: REVENUE PRODUCING: Yes No X AMOUNT PER MONTH Year APPROVED BY: County Atty. _ OMB/Purchasing _ Risk Management _ DIVISION DIRECTOR APPROVAL: cJ)ent Pierce DOCUMENTA TION: Included x Not Required_ DISPOSITION: AGENDA ITEM # Revised 2/05 MEMORANDUM DATE: July 26,2006 TO: Dent Pierce, Division Director Public Works FROM: John W. King, Sr. Director Lower Keys Operations RE: Agenda Item - August 16, 2006 BOCC Meeting Key Largo - Synagro Southeast/Roth On May 18, 2005, the BOCC approved award of bid and execute a contract with Synagro Southeast, Inc. for the operation and maintenance of the wastewater treatment plant at the Roth Building. On May 16, 2006, the BOCC approved the first of two one year options to renew. In that renewal, sludge removal was increased from 38~ to 40~; the contract dated May 18, 2005 states sludge removal is cost plus 15%. I hereby request approval of a contract amendment with Synagro Southeast, Inc. for the operation and maintenance of the wastewater treatment plant at the Roth Building for sludge removal (beyond the first four required as regular maintenance per year)to be cost plus 15% (as stated in original contract dated May 18, 2005). JWK/jbw Enclosures MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract with: Synagro Southeast Contract # - Effective Date: 06/01/06 Expiration Date: 05/31/07 Contract Purpose/Description: Operation and Maintenance ofthe Wastewater Treatment Plant at the Roth Building amend May 16, 2006 action to delete sludge increase from $.38 to$.40 and return to cost + 15% as stated in original contract dated May 18, 2005 Contract Manager: JoB. Walters 4549 Fac1ities Maint/Stop #4 (Name) (Ext. ) (Department/Stop #) for BOCC meeting on 08/16/06 Agenda Deadline: 08/01/06 CONTRACT COSTS Total Dollar Value of Contract: $ -0- Budgeted? YesD No D Account Codes: Grant: $ N/A County Match: $ N/ A Current Year Portion: $ -0- - - - - --------- - - - - ------.. ADDITIONAL COSTS Estimated Ongoing Costs: $_/yr For: (Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.) - - ~ - ----- - ---- -- CONTRACT REVIEW Changes /' @ Date In Needed // ~ lew Division Director _ YesD NoD {.-/ ~~L--1 A..-----.... ,(V' Risk Management '/' J!Dl7 YesD Noff l ( o.&-B./PurchaSing YesD No[kY County Attomey .,h/o" YesDNog-' b~.{ Comments: Date Out OMB Fonn Revised 2/27/01 Mep #2 RENEWAL AGREEMENT Operation and Maintenance Sewage Treatment Plant, Roth Building, Tavernier, Florida THIS Renewal is made and entered into this )/1 ~daY of May, 2006 between MONROE COUNTY. FLORIDA and SYNAGRO SOUTHEAST INC. in order to renew the agreement between the parties dated May 18, 2005 (a copy which is incorporated hereto by reference), as follows: 1. Exercise the first of two one-year renewal options in accordance to Article 6.B. of the original contract dated May 18, 2005, and adjust the contract amount in accordance with the percentage change in the Consumer Price Index for all urban consumers (CPI-U) for the most recent twelve months available. 2. Monthly Operation and Maintenance charges shall increase 3.6% from $1,212.50 per month to $1,256.15 per month. Repairs during normal working hours beyond the $500.00 limit shall increase from $50.00 per hour to $51.8 per hour. Emergency service calls for overtime hours shall increase from $75.00 per hour to $77.70. 3. Sludge removal (beyond the first four required as regular maintenance per year) shall increase from $0.38 to $0040 per gallon. 4. The term of the renewed agreement will commence on June I, 2006 and terminate on May 31,2007. 5. In all other respects, the original agreement between the parties dated May 18,2005, remains in full force and effect. .:: IN'~~ WHEREOF, the parties have hereunto set their hands and seal, the day and year first "'~~I" . .., ..:fi\\3,Ar.0:';~:' . '.' >,;~~:,:, :t~ ;:,,; .....~ ~ L KOLHAGE, CLERK ..'. ." I' Byc1~ BOARD OF COUNTY COMMlSIONERS OF MONROE CO . FLORIDA ." ;::: ", ;;::) "T1 o ;0 ;0 ''">1 (j o ::0 o By: ~ P Wil=s o 0 :z: ):0- :::0(")% 0,-;;::' rr1 -< SYNAGRO SOUTHEAST, INcg~r- c::-- By~=~Jl ; ~ - > ~ \D COUNTY ATTORNEY ,~VED AS ~R~ NA JLEENE W. CASSEL ASSISTANT COUNTY ATTORNEY ate y- ;pJ -t121- :SA c;7:; ;"'1;?A-1'" cc'" Title CONTRACT THrS AGREEMENT, IDlIde and entered into this 18"' day of May, 2005, AD., by and between MONROE COUNTY, FLORIDA, 01ereinaftec sometimes caD 1I1e "oWllel"), and SJ'D3tlro Southeast, 1nc;, 0lereiDa1ler called the "Contrn.ctor"). That 1I1e parties berelo, for 1I1e consideration hereinafter set forth, mutually agree as follow: 1. THE CONTRAcr The - between 1I1e owner and 1I1e contrac1or, of which Ibis Bgreement is a part, CODsists of 1I1e contract documents, as specified in Patagmph 2. 2. THE CONTRACT DOcuMENrs The contrnct documents consist of this "8"'ement, 1I1e specifications, 1I1e DEP Operating Pennit, all cbaoge onlers, and any addenda issued herea1ler, any olher -dments hereto executed by 1I1e parties hereafter, together with the bid Proposal and all required insurance documentation. 3. SCOPE OF THE WORK The Conlmctor shall provide all """""""'Y supplies and equipmem required in 1I1e pedbl'lrllUll:e of same, and pedOnn all of the work described in paragraph 40, and as entitled; OPERATION &: MAINTENANCE SEWAGE llmATMENT PLANT ROm BVlLDING so mGH POINT ROAD MONROE COUNTY, TAVERNIER, FLORIDA And his bid dared April 7, 2005, at1llched hereto and ~ as part oflbis _ document The specifications shall serve as minimum _ slaodanIs, and shall be the basis of inspectio" and acceptance of all the work. 4.. THE CONTRACT SUM The Couoty shall pay to 1I1e Contrac1or fur 1I1e JaitbfuI ~ of said services on . per month in 8Irears basis on or befure 1I1e 30"' day of 1I1e fullowing montb in eaclt of twelve (12) months. The Contractor shall invoice 1I1e Couoty monthly fur sewage trealment plant opemtion and mainlenance per{onned under the Specifications contained herein. The Contract price (as stated in tbe Conlractor's Proposal) must be invoiced s follows: · Monthly Operation and Maintenance Services (as outlined in the contract specifications) · Repairs (routine, prior approval required). Nonnal working Hours of 8:00 a.m. to 5:00 p.m. Monday through Friday, excluding holidays, beyond the $500.00 limit · Emergency service call. Overtime rate for hours other other than nonnal hours as stated above, including weekends and holidays. · Handling fee for parts required for operation, maintenance, Repairs, and emergency services. · Sludge removal (beyond four per year required as $ 1.212.50 per month $ 50.00 per hour $ 75.00 per hour Cost+ 20 % Regular maintenance) Cost+ 15 % Note: There are no additional costs for travel, miIeoge, 1IU!Il/s, or lodging. S. CONTRACTOR'S ACCEPTANCE OF CONDmONS A. The Contractor hereby agrees that he has carefully examined the site and has made investigations to fully satisfy himself that such site is correct and a suitable one for this work and he assumes full responsibility therefore. The provisions of the Con1lact shall control any inconsistent provisions contained in the specifications. All specifications have been read and carefully considered by the Contractor, who undemands the same and agrees to their sufficiency for the work to be done. Under no circumstances, conditions. or situations shall this Contract be more strongly construed against the Owner than against the Contractor. B. Any ambiguity or uncertainty in the specifications shall be interpreted and construed by the Owner, and his decision shall be final and binding upon all parties. C. The passing, approval, and/or acceptance by the Owner of any of the services furnished by the Contractor shall not operate as a waiver by the Owner of strict compliance with the terms of this Contract, and specifications covering the services. Failure on the part of the Contractor, immediately after Notice to Correct shan entitle the Owner, ifit sees fit, to COlTeCt the same and recover the reasonable cost of such replacement and/or repair from the Contmctor, who shaII in any event be jointly and severally liable to the Owner for all ~, loss, and expense caused to the Owner by reason of the Contmctor's breach of this Contract and/or his failure to comply strictly and in all things with this Contract and with the specifications. 6. TERMOFCON'fRACT/RENEWAL A. This contract shall be for a period of one (I) year, commencing June I, 2005, and tenniooting May 31, 2006. B. The Owner shall have the option to renew this agreement after the first year, and each succeeding year, for two additional one year periods. The Contract amount agreed ~ herein might be adjusted annually in accordance with the percentage change in the Conswner Price Index for aU urban consumers (CPI-U) for the most recent twelve (12) months available. 7. HOLD HARMLESS The Contractor covenants and agrees to indemni1y and hold harmless Monroe County Board of County Commissioners trom any and all claims for bodily injwy (including death), personal injwy~ and property damage (including property owned by Monroe County) and any other losses, damages, and expenses (including attorney' s fees) which arise out of, in connection with, or by reason of services provided by the Contractor or any of its Subcontractor(s) in any tier, occasioned by the negligence, errors. or other wrongful act of omission of the Contrnctor or its Subcontractors in any tier, their employees. or agents. In the event the completion of the project (to include the work of others) is delayed or suspended as a result of the Contractor's failure to purchase or maintain the required insurance, the Contractor shall indemni1jr the County from any and all increased expenses resulting ftom such delay. The first ten dollars ($10.00) of remuneration paid to the Contractor is for the indemnification provided for above. The extent of liability is in no way limited to, reduced~ or lessened by the insurance requirements contained elsewhere within this agreement. 8. INDEPENDENT CONTRACTOR At all times and for all purposes under this agreement the Contractor is an independent contractor and not an employee of the Board of County Commissioners for Monroe'County. No statement contained in this agreement shall be construed so as to find the contractor or any of hislher employees, contractors, servants, or agents to be employees of the Board of County Commissioners for Monroe County. 9. ASSURANCE AGAINST DISCRIMINATION The Contractor shall Dot discriminate against any person on the basis of race, creed, color, national origin, sex, age, or any other characteristic or aspect which is not job related, in its recruiting, hiring. promoting. tenninating, or any other area affecting employment under this agreement or with the provision of services or goods under this agreement. 10. ASSIGNMENTISUBCONTRAcr The Contractor shall not assign or subcontract its obligations under this agreement, except in writing and with the prior written approval of the Board of County Commissioners for Monroe County and Contractor, which approval shall be subject to such conditions and provisions as dte Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this agreement. Unless expressly provided for therein" such approval shall in no manner or event ~ deemed to impose any obligation upon the board in addition to the total agreed-upon price of the services/goods of the contractor. 11. COMPLIANCE WITH LAW In providing all services/goods pursuant to this agreement" the contractor shall abide by all statutes, ordinances. rules and regulation pertaining to, or regulating the provisions of, such services, including those now in effect and hereinafter adopted. Any violation of said statutes" ordinances, mJes and regulations shall constitute a material breach of this agreement and shall entitle the Board to tenninate this con1ract immediately upon delivery of written notice of termination to the contractor. The contractor shaH possess proper licenses to perfonn work in accordance with these specifications throughout the term of this contract. 12. INSURANCE Prior to execution of this agreement, and maintained throughout the life of the contract. the contractor shall furnish to the Owner Certificates of Insurance indicating the minimum coverage limitation as listed below: A. General Liability - include as a minimum: · Premises Operations · Products and Completed Operations · Blanket Contractual Liability · Personal Injwy Liability · Expanded Definition of Property Damage The minimum limits acceptable shall be $300,000 Combined Single Limit If split limits are provided, the minimum limits acceptable shaH be: $100,000 per person; $300,000 per Occurrence; and $50,000 Property Damage. An Occurrence Form policy is preferred. If coverage is provided on a Claims Made Policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported should extend for a minimum of twelve months folIowing the acceptance of work by the County. MONROE COUNTY BOARD OF COUNTY COMMISSIONERS MUST BE NAMED AS ADDITIONAL INSURED. B. Vehicle Liability - include as a minimum: · Owned, Non-Owned, and Hired Verodes The minirnwn limits acceptable shall be $100,000 Combined Single Limit If split limits are provided, the minimum limits acceptable shall be: $50,000 per Person; $100,000 per Occurrence; and $25,000 Property Damage. MONROE COUNTY BOARD OF COUNTY COMMISSIONERS MUST BE NAMED AS ADDITIONAL INSURED. c. Workers Compensation -limits sufficient to respond to Florida Statute 440. In addition,. the Contractor shall obtain Employers' Liability Insurance with limits of not less than: $100,000 Bodily Injury by Accident $5QO,000 Bodily Injury by Disease, policy limits $100,000 Bodily hijury by Disease, each employee Covemge shall be provided by a company or companies authorized to transact business in the State of Florida and the company or companies must maintain a min~wn rating of A-VI. as assigned by the A.M. Best Company_ If the Contractor has been approved by Florida's Department of Labor. as an authorized self-insurer, the County shaIl recognize and honor the Contractor's status. The Contractor may be required to submit a Letter of Authorization issued by the Depamnent of Labor and Certificate of Insurance, providing details on the Contractor's Excess Insurance Program. If the Contractor participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, the contractor may be required to submit updated financial statements from the fund upon request from the County. D. Pollution Liability - The minimwn limits of liability shall be: $1,000,000 per Occwrenct/$2,OOO,OOO Aggregate If coverage is provided on a claims made basis, an extended claims reporting period of four (4) year will be required. 13. FUNDING A V AILABILITY In the event that funds from Facilities Maintenance Contmctua.l Services are partially reduced or cannot be obtained or cannot be continued at level sufficient to allow for the purchase of the services/goods specified herein, this agreement may then be terminated immediately at the option of the Board of County Commissioners by written notice of termination deliVered in person or be mail to the contractor. The Board shall not be obligated to pay for any services provided by the con1ractor after the contractor has received written notice of termination. 14. PROFESSIONAL RESPONSmILITY The Contractor warrants that it is authorized by Jaw to engage in the performance of the activities encompassed by the project herein described, subject to the terms and conditions set forth in these contract documents The provider shall at all times exercise independent, professional judgment and shall assume professional responsibility for the services to be provided. Continued fimding by the Owner is contingent upon retention of appropriate local, state, and/or federal certification and/or licensure of contractor. 15. NOTICE REQUIREMENT Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the following: FOR COUNTY Monroe COWlty Facilities Maintenance 3583 S. Roosevelt Blvd. Key West, FL 33040 FOR CONTRACTOR Synagro Southeast, Inc. 5 J 98 Overseas Highway Marathon, FL 33050 16. CANCELLATION A) In the event that the contractor shall be found to be negligent in any aspect of operation maintenance. repair, or service, the County shall have the right to terminate this agreement after five days written notification to the Contractor. B) Either of the parties hereto may cancel this agreement without cause by giving the other party sixty (60) days written notice of its intention to do so. 17. GOVERNING LAWS Governing Lawy Venue~ Interpretation, Costs, and Fees: This Agreement shaH be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be perfonned entirely in the State. 5 In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of the agreement, the County and contractor agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The County arid Contractor agree ~ in the event of conflicting interpretation of the tenns or a term of this agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal Proceeding. 18. RECORDKEEPING Contractor shaU maintain all books, recotds, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authori:md representatives shaJ1 have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the tenn of the Agreement and for four years following the tennination of this Agreement If an auditor employed by the County or Clerk detennines that monies paid to Contractor pursuant to this Agreement were spent for purposes not authorized by this Agreement, the Contractor shall repay the monies together with interest calculated pursuant to Sec. 55.03. FS, running from the date the monies were paid to Contractor. 19. SEVERABILITY If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining tenns, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remJtining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent pennitted by Jaw unless the enforcement of the rem~ining tenns, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and COntractor agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 20. AlTORNEY'S FEES AND COSTS The County and Contractor agree that in the event any cause of action or administrative Proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shaH be entitled to reasonable attorney's fees, court costs, investigative, and out-of~ pocket expenses, as an award against the non.prevaiJing party, and shaH include attorney's fees, court costs, investigative, and out--of-pocket expenses in appellate proceedings. Mediation Proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 21. BINDING EFFECT The tenos, covenants. conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Contractor and their respective legal representatives, successors. and assigns. 22. AUTHORITY iO Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by Jaw. 23. CLAIMS FOR FEDERAL OR STATE AID Contractor and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests. grant proposals, and :funding solicitations shaU be approved by each party prior to submission. 24. ADJUDICATION OF DISPUTES OR DISAGREEMENTS County and Contractor agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. 25. COOPERATION In the event any administrative or legal proceeding is instituted against either party relating to the fonnation, execution, perfonnance, or breach of this Agreement, County and Contractor agree to participate, to the extent required by the other party, in all proceedings, hearings, ~ meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and Contractor specificalJy agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement 26. NONDISCRIMINATION County and Contractor agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination bas occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or Contractor agree to comply with all Federal and Florida statutes. and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: I) Title VI of the Civil Rights Act of 1964 (pL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972t as amended (20 use S8. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 use S8. 6101-6107) which prohibits discriminmion on the basis of age; 5) 1be Drug Abuse Office and Treatment Act of 1972 (PL 92-255)t as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616) as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism;; 7) The Public Health Service Act pf 1912, 55. 523 and 527 (42 USC ss. 69Odd-3 and 29Oee-3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8) Title vm of the Civil Rights Act of 1968 (42 use s. et seq.) as amended, relating to nondiscrimination in the sale, rental or fmancing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 NoteO, as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination provisions in any federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. Monroe County Code Ch. 13, Art. VI, prohibiting discrimination on "'1 the basis of race, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age. 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to. or the subject matter of, this Agreement. 27. COVENANT OF NO INTEREST County and Contractor covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perfOITD and receive benefits as recited in this Agreement. 28. CODE OF ETIDCS 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 1I2.3I3, Florida Statues, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 29. NO SOLICITATIONIPAYMENT The County and Conttactor 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 Dot paid or agreed to pay any person, company, corporation, individual, or finn, 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 ContIactor agrees that the County sha1I have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 30. PUBLIC ACCESS The County and Contractor shall allow and pennit reasonable access to, and inspection of, an documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statues, and made or received by the County and Contractor in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation oftbis provision by Contractor. 31. NON-WAIVEROFIMMUNITV Notwithstanding the provisions of Sec. 286.28, Florida Statues. the participation of the County and the Contractor in this Agreement and the acquisition of any commercial liability insurnnce coverage, self- insurance coverage, or local government liability insurance pool coverage shaH not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 32. PRMLEGES AND IMM11NITIEs All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers agents or employees of any of any public agents or employees of the County, when perfonning Q their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the perfomumce of such functions and duties of such officers agents, volunteers, or employees outside the territorial limits of the County. 33. LEGAL OBLIGATIONS AND RESPONSWILITmS Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shaH it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by and participating entity, in which case the perfonnance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County. except to the extent permitted by the Florida constitution, state statute, and case law. 34. NON-RELIANCE BY NON-PARTIES No person or entity shall be entitled to rely upon the tenns, or any of them, of the Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and the Contractor agree that neither the County nor the Con1Iactor or any agent, officer, or employee of either shall have the authority to infonn, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities. have entitlements or benefits under this Agreement separate and apart, inferior to~ or superior to the community ingeneral or for the purposes contemplated in this Agreement 35. ATfESTATIONS Contractor agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, An Ethics Statement, and a Drug-Free Workplace Statement. 36. NO PERSONAL LIABILITY No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, office}:. agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement 37. EXECUTION ON COUNTERPARTS This Agreement may be executed in any nwnber of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument any of the parties hereto may execute this Agreement by signing any such counterpart. 38. SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement 39. CONTINGENCY STATEMENT 9 Monroe County's perfonnance and obligation to pay under this contract is contingent upon an annual appropriation by the Monroe county Board of County Commissioners. 40. SPECIFICATIONS 1. The Contractor's services shall include aU DEP requirements stipulated in the Operating Permit (attached as Exhibit A) in order to operate the fucility efficiently and reliably. and to maintain the facility according to the Pennit. The Contractor shall invoice the County for the operation and maintenance services on a monthly basis, in arrears. at the fee schedule rate A. Comply with all conditions specified within the current Permit for this facility. B. Comply with all DEP rules. Florida Statutes, and county and IocaJ regulations pertaining to the operation and maintenance of wastewater facilities, systems of treatment and control, and related appurtenances. C. Notify the County Facilities Maintenance Department, by written notice, of changes in DEP rules, Florida Statues, county and local regulations, as they apply to plant pennitting or operations. D. Become familiar with all Permit requirements, DEP rules, Florida Statutes, and county and local regulations which affect the above referenced wastewater fucility. In addition, the contractor shaU advise and make recommendation to the County on matter concerning the operation of the facility, and shall provide written notification to the County of any and all deficiencies encountered that may result in a non-compIiance operating violation. This notification shall include the observation of the deficiencies, recommended corrections, and cost estimates. Said notification shall be delivered to the Facilities Maintenance Director for review and approval. In the event that the County shall receive a notice on non-compliance or of potential violation, written notice shall be given the contractor. E. Provide, and maintain on site, records as required by the Permit conditions. The Contractor shall submit supplemental copies of record documents and monthly operation reports (MOR) to the Facilities Maintenance Director. F. Inspect and maintain the facility's equipment, practices, and operation regulated or required by . the Permit conditions. G. Petfonn all other routine opemtion and maintenance tasks for the facility as part of the monthly service and included in the monthly fee such as, but not limited to, the following: a Operate the Wastewater facility according to the manufacturer's specifications and pursuant to the Federal, State, County, and local regulatory rules with particular attention to Florida Laws; Chapter 403 and the Florida Administrative Codes, 62-600, 62-604, 62~610, 62-611, 62-640, F.A.C., and other applicable sections; b. Inspect and lubricate all equipment which requires lubrication in accordance with the manufacturer's specification and recommendations c. Supply, monitor, and record chlorine feed and effluent residuals regularly. Chlorine costs shall be included in the monthly operation and maintenance fee. d. Replace motorlblower belts when required Qabor and parts furnished by the Contractor); e. Clean blower filters on a regular basis; 10 f Repair minor electrical and plumbing problems at the contractors cost of $500.00 and below; g. Perl'onn minor repairs of pump station equipment and controls at the contractors cost of $500.00 and below; h. Maintain proper adjustment of all apparatus controls; i. Maintain all painted surfaces; J. Record the daily flow in gallons per day; k. Record the Ph of effluent; I. Daily maintain air to aU required components of the treatment plant. The contractor shall individually check and clean all air diffusers and skimmers as required, then adjust aeration as required to maintain plant balance; m. Check sludge return; n. Transfer sludge as required to various plant components and concentrate into the digester as necessary to maintain plant operating efficiency; o. Mechanically check standby equipment weekly; p. Clean and hose down plant regularly to maintain good housekeeping of the facility, and remove all unsightly debris and materials from facility area on a regular basis; q. Provide all digester sludge removal services: Maximum of four removals annually, when required. Any additional removals require the County's prior written approval; the contractor shall notify the Facilities Maintenance Department when such additional removals are anticipated. The cost breakdown for any removals beyond the four cited above shall consist of the disposal cost to the contractor plus _ % harJdling charge. The Contractor shall be solely responsible for all sludge removal services and any required testing. The Contractor shall submit to the Facilities Maintenance department a copy of the landfill inbound charge ticket( s) after every sludge removal service; and r. Provide for emergency standby pumping services for the facility (inclusive of aU necessary equipment, materials, and labor) in the event that an unusual occurrence makes it necessary to immediately pump out a plant to prevent untreated wastewater from improperly escaping into the environment. The Contractor shall perfonn this function to the best of the Contractor's ability considering the circumstances surroWlding the unusual occurrence, and such occurrences shall qualifY this as an emergency service. H. Provide sampling, testing, results, and monitoring of any substances or parameters at any locations reasonably necessary to assure compliance with the Pennit conditions or DEP rules. 1. Protect the County from any condition which may result in non--compliance with DEP rules, Florida Statutes, or county or local regulations to the best extent possible. Inform the County immediately and in writing at once upon recognition of a potential problem. J. Maintain a copy of the current Operating Permit on site. K. Maintain monitoring and record keeping as required by the Pennit conditions, DEP rules. county and local regulations. 41. REPAIRS The Contractor shall make all repairs as necessary to assure that the facility is operating efficiently, reliably, and in accordance with all requirements of the DEP and the DEP Operating Permit When the Contractor deems a repair to be necessary. and over $500.00, the Contractor shall prepare a detailed cost estimate based on the fee schedule rates stipulated in the contract for labor, actual cost of parts needed to make the repairs, plus the handling charge as indicated in the contract. The Contractor sbaU initiate the I J approved repairs within 48 hours of said approval. Upon completion of the repaUst the Contractor shall document the work performed as is required by the DEP Operating Permit and other on-site service logs. 42. EMERGENCY SERVICE The County shall contact the Contractor immediately when an emergency call is needed. The Contractor shall also notify the County immediately in the event of a "facility emergency. The Contractor and the County shall make entries into a logt which shaH include; the date and time the problem was discov~ a description of the problem, the date and time the contractor was notified, the date and time the contractor arrived at the facility, the date and time the Contractor departed, and a summary of the steps taken to rectify the problem. The Contractor shall respond to all emergency calls which occur during normal working hours and holidays and weekends within three hours of notification by the County (see Section 2.05 Exceptions). The Contractor and the County shall simultaneously log the time the County contracted the contractor for an emergency service documentation of the above time requirements. The Contractor shall invoice the County for after-hoUft weekend and holiday emergencies based on the applicable hourly rate indicated in the contract, the actual costs of any parts used to rectifY the problem; plus the applicable percentage as stipulated in the contract. 43. ADDITIONAL SERVICES When requested by the County, the Contractor shall advise and recommend, in writing to the Countyt any needed improvement~ and shall invoice the County at the fee schedule rates for labor as specified in the contract. 44. EXCEPTIONS AIl of the above described tasks or requirements shall be considered routine duties of the COntractor except: A. Repairs which are over the $500.00 limit shall be based on the fee schedule .rates for labor for "Emergency Service Calls (Monday - Friday after nonna! working hoursr outlined in the contract. B. The Contractor shall not be held responsible for the inability to perform due to factors beyond the Contractor's control. 45. CANCILLATION In the event that the Contractor shall be found to be negligent in any aspect of plant operation, maintenance; repair; or service; the County shall have the right to terminate this agreement after five days written notification to the Contractor. 46. INVOICING AND PAYMENT The Contractor shalJ invoice the County in arrears, monthly, for operating and maintenance services at the fee schedule rate indicated in the contract. The Contractor shall separately invoice the County for any repairs or emergency services which are provided after Donnal working hours, weekends or holidays at the fee schedule rates stated in the contract. The Contractor shall also submit, together with the monthly and emergency service invoices, detailed invoices fOT parts which are needed for proper operation, maintenance and repairs. Said detailed parts invoices sban outline the actual cost of the parts plus the handling fee as stated in the contract, listing the parts by description and the quantity of parts used. Invoices substantiating the actual cost of parts shall be submitted for supporting documentation, 12 invoices not accompanied by said documentation shaJI be returned for compliance to these terms and conditions. The Contractor shall submit all invoices to the Facilities Maintenance Director at the address provided in the contract. Upon review and approval of the services provided, and confinnation by service log, the Facilities Maintenance Director shall process the invoices for payment. 47. LIQUIDATED DAMAGES In the event that the Contractor does not respond to an emergency service call within the time period as specified in Section 2.03 above, the County shal1 assess a $50.00 per hour charge to the contractor for each hour, or portion thereof. to be prorated at the beginning of each 15~minute interval beyond the allowable time period, during which the Contractor has not appropriately responded. The total amount of this assessment shall be charged against the total invoice for the emergency service call. 48. SUBCONTRACTORS The Contractor shall be responsible for all work performed under the terms of this agreement. The Contractor may subcontract as necessary to perform the services. however, any subcontract shall require the review and written approval of the County prior to the execution of the subcontract. It is understood that the County shall not be liable to any subcontractor for any expenses or liabilities incurred under the subcontract. The cost of materials, chemicals, and repairs by subcontractors shall be billed at a cost reimbursement basis plus the handling fee stated in the contract. IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and date first written above in ~ (4) counterparts, each of which shall, without proof or accounting for the other counterparts, be deemed' an .original contract. ~ E ffi ""71 (SEAL)\"~: ..' ~L; BOARD OF COUNTY COMMISSIWs ~ ; Attest: DANNY ~.*OLHAGE, CLERK OF MONROE COUNTY, FLO~ rq~-< N 6 Clfidt!/I' /7 ~;; >n ~ ; ; By: '~" """ ~ By: MayorICbainnan~' .~ == g -.:". ::0 J> 1'1 _ ,-.::y Date: t/Yj7l'~ 2.oo~ (SEAL) Attest: By: ~~:he. S8 CONTRACTOR SYNAGRO SOUTIffiAST, INC. BY:./~~~ ----- , Title: Title: .5 fl (J ~.rItP-rlC-V ~u"'" By: Title: 6,( B P1. ~ R-. 1'l