Item C01
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: June 18, 2008
Division: Airports
Bulk Item: Yes X
No
Department: Florida Keys Marathon Airport
Staff Contact Person: James R. "Reggie" Paros/289-6002
AGENDA ITEM WORDING: Approval of Renewal Agreement with Synagro Southeast, Inc. for
operation and maintenance of the sewage treatment plant at the Florida Keys Marathon Airport
ITEM BACKGROUND: The current agreement with Synagro Southeast, Inc., for the operation
and maintenance of the sewage treatment plant at the Florida Keys Marathon Airport, will expire June
30,2008. The agreement includes an option to renew after the first year, and each succeeding year, for
two additional one year periods. It also provides for the amount to be adjusted annually in accordance
with the percentage change in the Consumer Price Index for all urban consumers. We are requesting to
exercise the second of two one-year renewal options in accordance with Section 2 of the original
contract dated August 16, 2006, and adjust the contract amount in accordance with the percentage
change in the CPI-U (4.1 %).
PREVIOUS RELEVANT BOCC ACTION: On August 16, 2006, Board approved an agreement
with Synagro Southeast, Inc. for the operation and maintenance of the Marathon Airport Terminal
Sewage Plant. On June 20, 2007, the Board approved a Renewal Agreement for the operation and
maintenance of the sewage plant for an additional one year period.
CONTRACT/AGREEMENT CHANGES: The term of the renewed agreement will commence on
July 1,2008 and terminate on June 30, 2009. The operation and maintenance charges will increase
4.1%.
STAFF RECOMMENDATIONS: Approval
TOTAL COST: $7,365.36 plus costs not to exceed BUDGETED: Yes X No
$9,000 annually for repairs and special tasks
materials and chemicals of a non-recurring nature
COST TO COUNTY: Same as above
Airport User Fees and
SOURCE OF FUNDS: Tenant Rents
REVENUE PRODUCING: Yes
No
N/ A AMOUNT PER MONTH Year
APPROVED BY: County Attorney YES OMB/Purchasing YES Risk Management YES
DOCUMENTA TION:
Included X Not Required _
DISPOSITION:
AGENDA ITEM #
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract #
Contract with: Synagro South, Inc. Effective Date: July 1, 2008
Expiration Date: June 30, 2009
Contract Purpose/Description: Renewal Agreement with Synagro Southeast, Inc. for operation
and maintenance of the Marathon Airport Terminal Sewage Treatment Plant
Contract Manager: James R. Paras
(N ame)
6002
(Ext. )
Marathon Airport/Stop 15
(Department)
for BOCC meeting on 6/18/08
Agenda Deadline: 6/3/08
CONTRACT COSTS
Total Dollar Value of Contract: $7,667.28 and Current Year Portion: $1,916.82
costs not to exceed $9,000 annually for repairs. and special
tasks materials and chemicals of a non-recurring nature
Budgeted? Yes[g] No D Account Codes: 63501-530340
Grant:
County Match:
ADDITIONAL COSTS
Estimated Ongoing Costs: $_/yr For:
(Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.)
CONTRACT REVIEW
Division Director
Changes
Oi,lte In Needed
-' YesD NoD'
Date.Out
Reviewer
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Comments:
OMS Form Revised 9/11/95 Mep #2
RENEWAL AGREEMENT
SYNAGRO SOUTHEAST, INC.
Operation and Maintenance Sewage Treatment Plant
Florida Keys Marathon Airport
THIS Renewal is made and entcred into this _ day of , 2008,
bctween MONROE COUNTY, FLORIDA and SYNAGRO SOUTHEAST, INC., in order
to renew the agreement between the parties dated August 16, 2006 (a copy of which is
incorporated hereto by reference) as follows:
I. Exercise the second of two one-year renewal options in accordance to Section 2 of
the original contract dated August 16, 2006, 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. The Operation and Maintenance charges shall increase 4.1 % from $613.78 per
month to $638.94 per month.
3. The term of the renewed agreement will commence on July I, 2008 and terminate
June 30, 2009.
4. In all other respects, the original agreement between the parties dated August 16,
2006, remains in full force and effect.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seal, the
day and year first written above.
Attest: DANNY L. KOLHAGE, CLERK
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By:
Deputy Clerk
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SYNAGRO SOUTHEAST, INC.
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RENEWAL AGREEMENT
SYNAGRO SOllTHEAST, INC.
Operation and Maintenance Sewage Treatment Plant
Florida Keys Marathon Airport
THIS Renewal is made and entered into this 20th day of June, 2007, between
MONROE COUNTY, FLORIDA and SYNAGRO SOUTHEAST, INC., in order to renew
the agreement between the parties dated August 16, 2006 (a copy of which is incorporated
hereto by reference) as follows:
1. Exercise the first of two one-year renewal options in accordance to Section 2 of the
original contract dated August 16, 2006, 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. The Operation and Maintenance charges shall increase 3.2% fram $594.75 per
month to $613.78 per month.
3. The term of the renewed agreement will commence on July 1, 2007 and terminate
June 30, 2008.
4. In all other respects, the original agreement between the parties dated August 16,
2006, remains in full force and effect.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seal, the
day and year first written above.
Attest: DANNY L. KOLHAGE, CLERK
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
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ROE COU NTY ATTORNEY
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CYNTHIA L HM': -
ASSIS ANl~~U~TY ATTORNEY
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ASSIGNMENT AND ASSUMPTION AGREEMENT OF CONTRACT
AND CONSENT OF l\IONROE COUNTY BOARD OF COUNTY COl\1l\IISSIONERS
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT OF CONTRACTS (this
"Agreement") is madc to be effective the 19th day of Septembcr 2005, by and between Synagro
SOlltheast, Inc., a Delawarc corporation ("Assignor"), and Synagro South, LLC, formerly kno\vn
as Synagro South, Inc., a Delawarc limited liability company ("Assignce").
WHEREAS, Synagro Technologics, Inc. is the ultimate parcnt company of both Assignor
and Assignee and Assignee is the direct parent company of Assignor;
\VI-lEREAS, Assignor has entercd into an Agreement, dated August 1 (), 20U(), and all
amendments and extensions thereafter, with the Monroc County Board of County
Commissioners, for the Operation and Maintenance of the Sewage Treatment Plant at Florida
Keys Marathon Airpol1, Monroe County, Marathon, Florida, which agreement is incorporated
herein by this refercnce (the "Contract");
WHEREAS, Assignor desircs to assign and transfer to Assignee all of its right, title and
interest in and to thc Contract, subject to the ternlS, conditions, representations, covcnants and
agreements set forth in this Agreement;
WHEREAS, Assignee desires to assume the responsibility and obligation for the
perfollllance of all the services and other matters to be perfomled under the Contract after the
date hereof in accordance with the temlS set forth herein: and
WHEREAS, the Monroe County Board of County Commissioncrs desires to give its
consent to such Agreement as required by the Contract.
NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth
below, Assignor and Assignee agree as follows:
I. Assignmcnt. Assignor hereby assigns transfers and sets over to Assignce, its
successors and assigns, all of its right, title and interest in, to and under the Contract, subject to
the terms, covenants, agreements, represcntations and conditions thereof.
2. Acceptance. Assignee accepts the assignment of the Contract, agrees to be bound
by all commitmcnts and obligations required to be performcd or complied and any liability
directly caused by Assignee as a result of Assignee's defective performance or compliance with
such commitments and obligations, regardless of whether the work had been required to bc
performed by Assignor prior to the assignment.
3. Countcrparts,. This Agrccmcnt may be exccutcd in two countcrparts, each of
which shall bc declllcd an original and which togethcr shall constitutc onc and thc samc
instrulllent.
IN WfTNESS \VHEREOF, each party has caused this Agrcemcnt to bc duly cxecutcd
and cffectivc as ofthc datc ahovc written.
Synagro Southeast, Inc.
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Presidcnt
Tax ID: 74-292451 t
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Vice President & Secrctary
Synagro SOll~h, LL(,
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Tax ID: 76-0612567
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Alvll1 L llwmas II
Vice Prcsidcnt & Secretary
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Rnh~Tt C. BOllClh.T, .II'
President
CONSENT OF THE MONROE COUNTY BOARD OF COUNTY COMMISSIOl\'ERS
TO ASSIGNI\IENT AND ASSlJMPTION
The undersigned hereby consents to the foregoing Assignment and Assumption of the Contract,
by and between Assignor and Assignee.
Effective as of the 20th day of June 2007
[SEAL]
BOARD OF eOUNTY CO!\.1MISSIONERS
OF MONROE COUNTY, FLORIDA
ATTEST: DANNY L. KOHLAGE, CLERK
IhSk~ C . /Ju')J ~ BY
Deputy Clerk G, / 20/07
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MONROE COUNTY ATTORNEY
A(FROV~D.AS TOJzOR.r:
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· YNTHIA L. HALL
ASSISTANT COUNTY ATTORNEY
Date 5" -lc .. Cf
AGREEMENT
This Agrcemcnt is madc and entcrcd into this ~ day of August , 2006, betwccn thc
BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA, hereinaftcr
rcfcrrcd to as "Board" or "County," and SYNAGRO SOUTHEAST, INC., hercinafter referred to as
"Provider" or "Contractor".
WHEREAS, the County dcsircs to obtain thc scrvices of thc Provider for operation ami
maintenance of the scwage treatmcnt plant at thc Marathon Airport, now, thcrcfore,
IN CONSIDERATION of thc mutual promiscs and covenants contained herein, it is agrced as
follows:
I. AMOUNT OF AGREEMENT. Thc Board, in considcration of thc Provider
substantially and satisfactorily perfonning the scopc of serviccs under paragraph 4, shall pay to the
Provider the sum of Seven Thousand One Hundred Thirty-seven Dollars ($7,137.00) annually, and
costs not to exceed $9,000 annually, for repairs and special tasks materials and chemicals of a non-
recurring nature.
2. TERM. This Agrcement shall be for a pcriod one (1) year, commencing July 1,2006
and terminating June 30,2007.
The Board 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 to herein might be
adjusted annually in accordance with the percentage change in the Consumer Price Index for all
urban consumers (CPI-U) for the most recent twelve (12) months available.
3. PAYMENT. Payment of the sum provided in paragraph 1 will be paid periodically,
but no more frequently than monthly as hcreinafter set forth. Reimbursement requests will be
submitted to the Board via the Marathon Airport Office. The County shall only reimburse, subject to
thc funded amounts below, those reimbursable expenses which are rcviewed and approved by both
the Airport Managcment and the Finance Office as being in compliance with state statutes. Evidence
of payment by the Provider shall be in the form of a letter, summarizing the expenses, with
supporting documentation attached. The letter should contain a certi fication statement as well as a
notary stamp and signature. Alternatively, reimbursable expenses may bc handled by Provider's
supplicrs direct-billing thc County.
After the Clerk of thc Board examines and approves the request for reimbursement, the Board
shall rcimburse thc Provider. However, the total of said reimburscmcnt cxpcnse payments in the
aggrcgatc sum shall not exceed the total amount 0[$9,000.00 per year.
4. SCOPE OF SERVICES. Thc Providcr, for thc consideration named, covcnants and
agrccs \\ith the Board to substantially and satisfactorily perform thc opcration and maintenance ofthc
Marathon Airport Terminal Scwage Trcatment Plant.
" 5. INDEPENDENT CONTRACTOR. At all and for all purposes hcrcundcr, the
Provider is an independcnt contractor and not an employcc of thc Board of County Commissioncrs
for Monroe County. No statcmcnt eontaincd in this agrcemcnt shall be construed so as to find the
Provider or any of its cmployees, contractors, scrvants or agcnts to bc cmployecs of the Board.
6. INSURANCE. Prior to execution of this agrecment, and maintained throughout the life of
thc contract, the contractor shall furnish to the Owncr Certificates of Insurance indicating the
minimum coverage limitations as listed below:
A. General Liability - include as a minimum: Prcmises Operations, Products and Completed
Operations, Blanket Contractual Liability, Personal Injury Liability, Expanded Definition of
Property Damage.
The minimum limits acceptablc shall be $300,000 Combined Single Limit.
If split limits are provided, the minimum limits acceptable shall be: $100,000 per person;
$300,000 per Occurrencc; and $50,000 Property Damage.
An Occurrence Fonn 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 o[twelve months following the acceptance of work by the County.
The Monroe County Board of County Commissioners shall be named as Additional Insured
on all policics issued to satisfy the above rcquirements.
B. Vehicle Liability - include as a minimum: Owned, Non-Owned, and Hired Vehicles
The minimum limits acceptable shall be $100,000 Combined Single Limit. If split limits
are provided, the minimum limits acceptable shall bc: $50,000 per Person; $100,000 per
Occurrcnce; and $25,000 Property Damage.
The Monroe County Board of County Commissioners shall be named as Additional Insured
on all policies issued to satisfy the above requirements.
B. 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; $500,000 Bodily Injury by Disease, policy
limits; $100,000 Bodily Injury by Disease, each employee.
Coverage shall be provided by a company or companies authorized to transact business in
the State of Florida and the company or companies must maintain a minimum rating of A-
VI, as assigncd 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 shall recognize and honor the Contractor's status. The Contractor
may be rcquired to submit a Lettcr of Authorization issued by the Depal1ment of Labor and
Ccrtificate ofInsurance, providing details on the Contractor's Excess Insurance Program.
If the Contractor participates in a self-insurance fund, a Certi ficate 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.
C. Pollution Liability - The minimum limits of liability shall be: $500,000 per
Oecurrence/$l ,000,000 Aggregate
If coverage is provided on a claims made basis, an extcnded claims reporting period of four
(4) years will be required.
7. GOVERNING LA \VS. Governing Law, Venue, Interpretation, Costs, and Fecs: This
Agreement shall be governcd by and construed in accordance with the laws of the State of Florida
applicable to contracts made and to be pcrfonned entirely in the State.
In the event that any causc of action or administrative procecding is institutcd for thc
cnforcemcnt or interpretation of this Agrcemcnt, the County and Contractor agrec that venue will lie in
the appropriatc court or beforc the appropriate administrative body in Monroe County, Florida.
The County and Contractor agree that, in the event of conflicting interpretations of the tenns or
a tem1 of this Agrcemcnt by or betwccn any of thcm the issue shall he submitted to mcdiation prior to
thc institution of any other administrative or legal proceeding.
8. SEVERABILITY. If any tcrn1, covenant, condition or provision of this Agreemcnt (or the
application thercof to any circumstance or person) shall bc declared invalid or unenforceable to any
extcnt by a court of competent jurisdiction, thc remaining terms, covenants, conditions and provisions
of this Agreement, shall not be affcctcd thereby; and each remaining term, covenant, condition and
provision of this Agreemcnt shal1 be valid and shal1 be enforceable to the ful1cst extent pem1itted by
law unless the enforcemcnt of the remaining terms, covenants, conditions and provisions of this
Agreemcnt would prcvcnt the accomplishment of the original intent of this Agreement. The County
and Contractor agree to refonn the Agreement to replace any stricken provision with a valid provision
that comes as close as possible to the intent of the stricken provision.
9. ATTORNEY'S FEES AND COSTS. The County and Contractor agrce that in the event
any cause of action or administrativc proceeding is initiated or defended by any party relative to the
enforcement or interpretation of this Agreement, thc prevailing party shall he entitled to reasonable
attorney's fees, court costs, investigativc, and out-of-pocket expenses, as an award against the non-
prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket
expenses in appellate proceedings. Mcdiation proceedings initiated and conducted pursuant to this
Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and cllstomary
procedures required by the circuit court of Monroc County.
10. BINDING EFFECT. The tenns, covenants, conditions, and provisions of this Agreement
shal1 bind and inure to the benefit of the County and Contractor and thcir respective legal
representatives, successors, and assigns.
11. AUTHORITY. Each party represents and warrants to the other that the execution,
delivery and performance of this Agrecment have been duly authorized by all necessary County and
corporate action, as required by law.
12. 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 purposc
of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations
shall be approved by each party prior to submission.
13. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. County and Contractor
agrcc that al1 disputes and disagrcemcnts shall bc attemptcd to be rcsolved by mcet and confer sessions
between rcpresentativcs of cach of the parties. If no resolution can be agrced upon within 30 days aftcr
thc first meet and confer session, the issuc or issues shall be discussed at a public mceting ofthc Board
of County Commissioncrs. If the issue or issues are still not resolved to thc satisfaction of the partics,
thcn any party shall havc the right to scek such relief or remedy as may bc provided by this Agrcemcnt
or by Florida law.
14. COOPERATION. In the event any administrative or Icgal procecding is institutcd against
eithcr party relating to the fonnation, execution, perfonnance, or breach of this Agrecment, County and
Contractor agrec to participate, to thc extent rcquired by the othcr party, in all proccedings, hcarings,
processes, meetings, and other activitics rclated to the substance of this Agrccment or provision of the
services under this Agrecment. County and Contractor speci ficaIly agree that no party to this
Agreement shall be required to enter into any arbitration proceedings rclatcd to this Agreemcnt.
15. NONDISCRIMINA TION. County and Contractor agree that there will be no
discrimination against any person, and it is expressly understood that upon a determination hy a court
of competent jurisdiction that discrimination has occurred, this Agreement automatically tcmlinatcs
without any further action on the part of any party, effectivc the date of the court order. County or
Contractor agree to comply with all Fedcral and Florida statutcs, and all local ordinances, as
applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil
Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national
origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681 - 1 683,
and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the
Rehabilitation Act of 1973, as amendcd (20 USC s. 794), which prohibits discrimination on the basis
of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 use ss. 6101- 6107) which
prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL
92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive
Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as
amcnded, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public
Health Servicc Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-J), as amended, relating
to confidentiality of alcohol and drug abuse patent records; 8) Title VIII of the Civi I Rights Act of
1968 (42 use s. et seq.), as amcnded, relating to nondiscrimination in the sale, rental or financing of
housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybc amended
from time to time, relating to nondiscrimination on the basis of disability; 10) Scctions 13-101, et scq.,
Monroe County Code, relating to discrimination based on 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.
16. COVENANT OF NO INTEREST. County and Contractor covenant that ncithcr
presently has any interest, and shall not acquire any interest, which would conflict in any manner or
degree with its perfornlance under this Agreement, and that only interest of each is to perfonn and
receive benefits as recited in this Agreemcnt.
17. 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
delincated in Scction 112.313, 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 certai n infonnation.
18. NO SOLICITATION/PAYMENT. The County and Contractor warrant that, in respect
to itself, it has neithcr cmployed nor rctained any company or person, othcr than a bona fide cmployee
\\forking solely for it, to solicit or securc this Agreemcnt and that it has not paid or agrced to pay any
person, company, corporation, individual, or fim1, othcr than a bona fide employee working solely for
it, any fec, commission, percentage, gift, or othcr consideration contingent upon or rcsulting from the
award or making of this Agreement. For the breach or violation of the provision, the Contractor agrecs
that the County shall have thc right to tenninate this Agreement without liability and, at its discretion,
to offset from monies owed, or othcrwise recovcr, the full amount of such fec, commission,
pcrcentagc, gift, or consideration.
19. PUBLIC ACCESS. The County and Contractor shall allow and pcrmit rcasonable access
to, and inspection of, all documents, papers, letters or other materials in its possession or under its
control subjcct to the provisions of Chaptcr 119, Florida Statutes, and made or rcceived by the County
and Contractor in conjunction with this Agrcement; and the County shall have the right to unilatcrally
cancel this Agreemcnt upon violation of this provision by Contractor.
20. NON-\VAIVER OF IMMUNITY. Notwithstanding he provisions ofScc. 286.28, Florida
Statutes, the participation of the County and the Contractor in this Agrcemcnt and the acquisition of
any commercial liability insurancc coverage, self-insurance coverage, or local govemment liabi Jity
insurance pool coverage shall not be dcemed a waivcr of immunity to the extcnt of liability covcragc,
nor shall any contract entered into by thc County be required to contain any provision for waiver.
21. PRIVLEGES AND IMMUNITIES. All of the privilegcs and immunities from liability,
excmptions from laws, ordinances, and mles and pensions and relicf, disability, workers'
compensation, and other benefits which apply to the activity of officers, agents, or employecs of any
public agents or employecs 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 cxtent to the
performance of such functions and duties of such officers, agents, volunteers, or employees outside the
territorial limits of the County.
22. LEGAL OBLIGATIONS AND RESPONSIBILITIES: Non-Delegation of
Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be constmed 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 thercofby any participating entity, in which case
the performance may be offered in satisfaction of the obligation or responsibility. Further, this
Agreement is not intended to, nor shall it be constmed as, authorizing the delegation of the
constitutional or statutory duties of the County, except to the extent permittcd by the Florida
constitution, state statute, and case law.
23. 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 scrvice or program contemplated hereunder, and the County and the
Contractor agree that neither the County nor the Contractor or any agent, officcr, or employee of either
shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group
of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart,
inferior to, or superior to the community in general or for the purposes contemplatcd in this
Agrecment.
24. ATTEST A TIONS. Contractor agrees to execute such documents as the County may
reasonably require, to includc a Public Entity Crime Statement, an Ethics Statement, and a Dmg-Frcc
Workplace Statement.
25. NO PERSONAL LIABILITY. No covcnant or agreemcnt containcd hcrein shall be
dcemed to be a covenant or agreemcnt of any member, officcr, agent or employcc of Monroe County
in his or hcr individual capacity, and no mcmbcr, officer, agent or employec of Monroe County shall
bc liablc personally on this Agrcement or be subjcct to any pcrsonal liability or accountability by
reason of thc cxecution of this Agreement.
26. EXECUTION IN COUNTERPARTS. This Agrecment may bc ex.ecutcd in any
number of counterparts, cach of which shall bc regardcd as an original, all of which taken together
proper licenses to perform work in accordance with these specifications throughout thc tcrm of this
contract.
34. RECORDS. Contractor shall maintain all books, records, and documents directly pcrtinent
to pcrfomlance under this Agrccment in accordance with generally accepted accounting principles
consistcntly applied. Each party to this Agreemcnt or their authorized representatives shall have
reasonahle and timely access to such records of each othcr party to this Agreemcnt for public rccords
purposes during thc tenn of the Agreement and for four years following the tCTInination of this
Agrecment. If an auditor employed by the County or Clerk determines that monies paid to Contractor
pursuant to this Agreement were spent for purposes not authorizcd by this Agreement, thc Contractor
shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, nmning from the
date the monics were paid to Contractor.
35. MODIFICATIONS AND AMENDMENTS. Any and all modifications of the
scrvices and/or reimbursement of scrvices shall be amend cd by an agreement amendment, which
must be approved in writing by the Board.
36. AUTHORIZED SIGNATURES. The signatory for the Provider below, certifics and
warrants that:
(a) The Provider's name in this agreement is the full name as designated in its corporate
charter, if a corporation, or the full name under which the Provider is authorized to do business in the
Statc of Florida.
(b) He or she is empowered to act and contract for the Provider; and
(c) This agreement has been approved by the Board of Directors of the Provider if the
Provider is a corporation.
37. NOTICE. Any notice requircd or pernlitted under this agreement shall be in writing
and hand-delivered or mailed, postage pre-paid, by certified mail, return receipt requested, to the
other party as follows:
For Board:
Marathon Airport Managcr
9400 Overseas Highway
Marathon, FL 33050
For Provider:
Synagro Southeast, Inc.
5198 Ovcrseas Highway
Marathon, FL 33050
38. ENTIRE AGREEMENT. This agreement constitutes the entire agreement of the
parties hereto with respect to the subject matter hereof and supersedes any and all prior agrcements
\\lith respcct to such subject matter bctwecn the Provider and the Board.
39. CANCELLATION. In the cvent that the Contractor shall he found negligent in any
aspect of plant operation, maintenancc, repair or service, thc County shall have the right to temlinate
this agreement after five days writtcn notification to the Provider.
Either of the parties hercto may canccl this agreemcnt without cause by giving the other party
sixty (60) days written noticc of its intcntion to do so.
40. CONTINGENCY STATEMENT. Monroe County's pcrfonnance and obligation to pay
undcr this contract is contingent upon an annual appropriation by the Monroe County Board of County
Commissioners.
shall constitute onc and thc samc instrument and any of thc parties hereto may exccute this Agrccment
by singing any such counterpart.
27. SECTION HEADINGS. Section headings have been inserted in this Agreement as a
matter of convcnicnce of refcrence only, and it is agrecd that such section hcadings arc not a part of
this Agrcement and will not be used in thc interpretation of any provision of this Agrcemcnt.
28. INDEMNIFY/HOLD HARMLESS. Contractor agrccs to indcmnify aml save County
hannlcss from and against all claims and actions and cxpcnscs incidental thcreto, arising out of
damages or claims for damages rcsulting from the negligence of Contractor, its agcnts, or employees
while Contractor is pcrforming the operation and maintenance of the Marathon Airport Terminal
Sewage Treatmcnt Plant. Howcver, Contractor shall not be liable for any claims, actions or expenses
which arise from the negligcnt or intentional acts or omissions of thc County, its agents or employees.
The extent of liability is in no way limited to, rcduced, or lessened by the insurance requirements
contained elsewhere within this agreemcnt.
29. ASSURANCE AGAINST DISCRIMINATION. The Contractor shall not discriminate
against any person on the basis of race, creed, color, national origin, sex, age, or any other
characteristic or aspect which is not job related, in its recmiting, hiring, promoting, terminating, or any
other area affecting cmployment under this agrcement or with the provision of services or goods under
this agreement.
30. ASSIGNMENT/SUBCONTRACT. The Contractor shall not assign or subcontract its
obligations under this agreement, exccpt in writing and with the prior written approval of the Board of
County Commissioners for Monroe County, which approval shall be subject to such conditions and
provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into
any assignment or subcontract and any assignee or subcontractor shall comply with all of the
provisions of this agreement. Unless expressly provided for therein, such approval shall in no manner
or event be deemed to impose any obligation upon the board in addition to thc total agreed-upon price
of the scrvices/goods of the contractor.
31. FUNDING A V AILABILITY. In thc event that funds from the Marathon Airport
Contractual Services are partially rcduced or cannot be obtained or cannot be continued at level
sufficient to allow for the purchase ofthc services/goods specified herein, this agreement may then bc
tern1inated immediately at thc option ofthc Board of County Commissioncrs by written notice of
tern1ination dclivered in person or by mail to the contractor. The Board shall not be obligatcd to pay
for any services provided by thc contractor after the contractor has received written notice of
tcrn1ination.
32. PROFESSIONAL RESPONSIBILITY. The Contractor warrants that it is authorizcd by
law to cngage in the performance of the activities encompassed by the projcct hcrein dcscribed, subject
to the tcrn1S and conditions set forth in thesc contract documents The provider shall at all times
exercise independcnt, profcssional judgmcnt and shall assume profcssional rcsponsibility for thc
scrvices to bc provided. Continucd funding by thc Owncr is contingent upon retcntion of appropriatc
local, state, and/or federal certification and/or liccnsure of contractor.
33. COMPLIANCE \VITH LA'V. In providing all services/goods pursuant to this
agrccmcnt, thc contractor shall abidc by all statutcs, ordinances, mles and regulation pertaining to,
or regulating the provisions of, such services, including thosc now in effect and hercinaftcr
adoptcd. Any violation of said statutes, ordinances, rulcs and rcgulations shall constitute a
matcrial breach of this agrecment and shall cntitlc the Board to tcm1inate this contract immcdiatcly
upon delivery of written noticc of tern1ination to the contractor. The contractor shall posscss
41. PUBLIC ENTITY CRIME ST A TEl\lENT. A person or affiliate who has been
placcd 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 scrvices 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 n lcases of real property to public entity, may not be awarded or perfOnll work as a
contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not
transact business with any puhlic entity in excess of the threshold amount provided in Scc. 287.017,
for Category Two for a pcriod of 36 months from the date of being placed on the convictcd vendor
list. If the Contractor is on the convicted vendor list, then this Contract is void ab initio with the
County under no obligation to pay the Contractor any compensation or damages under any legal
thcory whatsoever.
42. ETHICS CLAUSE. The Provider warrants that he/it has not employed, retained or
otherwise had act on his/its hchalf any fonner County officer or employee subject to the prohibition of
Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of
Ordinance No. 010-1990. For breach or violation of this provision the County may, in its discretion,
tenninate this contract without liability and may also, in its discretion, deduct from the contract or
purchase price, or otherwise recovcr, the full amount of any fee, commission, percentage, gift, or
consideration paid to the fOnller County officer or employee.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed as of
the day and year first written ahove.
(SEA[~)
ATTEB1': DANNY L. KOLHAGE, CLERK
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Deputy Clerk
BOARD OF COUNTY COMMISSIONERS
OF MONROE CQtJNTY, FLORIDA
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M ayor/Chai lln<lll
Attest:
SYNAGRO SOUTHEAST, INC.
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MONROE COUNTY ATTORNEY
Aj'ROVYO AS .TO FOR~:
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ASSISTANT 97~N's'{~;.rCRNEY
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