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03/24/1994 Agreement AGREEMENT for -? -T) C) ~ ;z ~' ::0 c- Z rr] 0..-: ~ c- o r-....,I ,- c:= .,., r- --- Iv.) .~.... Z-' -:'J ,...., ;:e ,-......... :-<- .... c:. -T" c:-) 0 -""J W '. Between MONROE COUNTY and Wheelabrator Clean Water Systems Inc. , (F IKI A BioGro Systems, Incorporated) REMOVAL AND DISPOSAL OF SEPTAGE, SLUDGE AND LEACHATE GENERATED IN MONROE COUNTY ~ This is an Agreement between: MONROE COUNTY, a political subdivision of the State of Florida, its successors and assigns, hereinafter referred to as COUNTY, through its Board of County Commissioners, AND WHEELABRATOR CLEAN WATER SYSTEMS INC. (F/KfA -BIOGRO SYSTEMS INCORPORATED~ inclusive of all subcontractors, hereinafter referred to as CONTRACTOR. WITNESSETH, in consideration of the mutual terms and conditions, promises, covenants and payment hereinafter set forth, COUNTY and CONTRACTOR agree as follows: ARTICLE 1 PRBAllBLB 1.1 The COUNTY desires to have all septage, sludge and leachate generated within Monroe County removed and disposed of outside the boundaries of the County. 1. 2 The CONTRACTOR represents that it is capable of receiving sludge and septage from local haulers at the Key Largo, Long Key, and Cudjoe Key landfill sites and is capable of providing the necessary labor, materials, and equipment to transfer, treat, store, transport, and dispose of the sludge and septage. 1.3 The CONTRACTOR represents that it is capable of transporting and disposing of leachate from the lined cell of the CUdjoe Key landfill. 1.4 The CONTRACTOR represents that it can carry out the tasks required of it under this Agreement in accordance with all federal, state, local laws, or ordinances, that are in effect, or come into effect, over the life of this Agreement. ARTICLB 2 SCOPE OP SERVICBS After written authorization from COUNTY to proceed, the CONTRACTOR shall perform the following services: 2.1 Sludae and Septaae Receivina and Treatment The CONTRACTOR shall receive sludge and septage from local sludge and septage haulers at the Key Largo, Long Key, and Cudjoe Key landfill sites. The CONTRACTOR shall furnish the necessary labor, materials, and equipment to transfer sludge and septage from local haulers and to store sludge and septage at each of these sites. Approximate quantities of sludge and septage to be handled, at the present time, are 2,500,000 gallons per year and 2,800,000 gallons per year, respectively. The COUNTY will provide the CONTRACTOR 24-hour access to each landfill site and shall provide space on the landfill site for CONTRACTOR activities. It is understood that limited space is available at the landfill sites, and the CONTRACTOR must configure the necessary facilities within the space designated by the COUNTY. The COUNTY shall provide the CONTRACTOR with site plans of each landfill site for use in site planning and facility location. The COUNTY will provide the CONTRACTOR access to power, water, and sanitary facilities at each landfill site. The COUNTY will weigh each local hauler truck which enters any of the landfill sites and shall convert this information to gallons of septage and gallons of sludge received. The COUNTY will provide this information to the CONTRACTOR on a weekly basis and this information shall be the basis of monthly invoices from the CONTRACTOR as detailed in Article 3. The CONTRACTOR must provide separate receiving and transportation systems for sludge and for sept age , unless cOmbining of sludge and septage is permitted by the regulatory agencies. The CONTRACTOR, at their option, may set up separate receiving facilities at each landfill site for stabilized sludge. The CONTRACTOR shall assume the responsibilities of the sludge (residuals) generator as required by regulatory agencies and shall comply with all regulatory requirements that accompany this designation. The CONTRACTOR shall maintain a manifest of all sludge or septage received and transported from each landfill site. The CONTRACTOR shall receive sludge or septage from the local haulers during all hours that the landfills are open for business. Any necessary agreements between the CONTRACTOR and the local haulers or wastewater treatment facilities are the exclusive responsibility of the CONTRACTOR. The CONTRACTOR shall, at the end of their contract period, remove all provided materials and equipment from the landfill sites and shall retain possession of same. All debris in the project area must be cleaned up and the project area returned to its pre-contract condition. 2.2 TransDortation of Sludqe and SeDtaqe The CONTRACTOR shall transport all septage and sludge collected to a disposal location(s) outside the boundaries of Monroe County. All sludge and septage transportation activities must be conducted with properly licensed and insured vehicles and must be in accordance with all applicable requirements or regulations. The CONTRACTOR shall have an emergency spill program, approved by the appropriate regulatory agencies, in place prior to initiating any sludge or septage transportation activities. This program must be reviewed with each drive before they are allowed to transport sludge or septage for this project. Documentation of this review must be available from the CONTRACTOR at the request of the COUNTY. 2.3 Disposal of Sludae and Septage The CONTRACTOR shall dispose of all sludge and septage at a location(s) outside the boundaries of Monroe County. Any agreements with regard to sludge and septage disposal, with wastewater treatment plants, landowners, or regulatory agencies are the exclusive responsibility of the CONTRACTOR. All necessary permitting, sampling monitoring, or recordkeeping activities, related to sludge and septage disposal, are the exclusive responsibility of the CONTRACTOR. 2.4 Leachate Collection Currently, landfill leachate from the lined cell of the Cudjoe Key landfill is not being generated and collected. If the COUNTY begins to generate leachate at this location, the CONTRACTOR shall collect leachate from the two on-site storage tanks provided by the COUNTY for this purpose. The CONTRACTOR shall be responsible for providing any labor, materials, and equipment, not already included with the storage tank facility, to transfer leachate from the storage tanks to the transportation vehicles. 2.5 Leachate Transportation and Disposal The CONTRACTOR shall transport the leachate from the landfill and shall dispose of the leachate in accordance with all federal, state, and local requirements, or regulations. The CONTRACTOR shall sample the leachate and conduct the required laboratory analyses for the method of disposal selected. The cost of laboratory analyses must be included in the unit cost described in Article 3. The CONTRACTOR shall have an emergency spill program, approved by the appropriate regulatory agencies, in place prior to initiating any leachate transportation activities. This program must be reviewed with each driver before they are allowed to transport leachate for this project. Documentation of this review must be available from the CONTRACTOR at the request of the COUNTY. ARTICLE 3 COMPENSATION 3.1 The COUNTY will pay the CONTRACTOR for the services, as detailed in each of the CONTRACTOR's monthly invoices, in accordance with the unit prices in this Agreement. The invoice form must be approved by the COUNTY. The form must include the following CONTRACTOR affidavit: "The undersigned hereby swears under penalty of perjury that (1) all previous progress payments received from the COUNTY on account of work performed under this contract have been applied by the CONTRACTOR to discharge in full all obligations of the CONTRACTOR incurred in connection wi th work covered by prior Applications for Payment under this Agreement, being Applications for Payment numbered 1 through inclusive; (2) all materials and equipment incorporated in said Project or otherwise listed in or covered by this Application for Payment are free and clear of all liens, security interests and encumbrances; and (3) all previous progress payments have been applied by the CONTRACTOR to pay in full all amounts owed to its subcontractors, suppliers, materialmen, and equipment suppliers." The CONTRACTOR fully acknowledges and agrees that if at any time it performs services contemplated by the parties, the services that have not been fully negotiated, reduced to writing, and formally executed by both parties, then the CONTRACTOR performs the service without liability to the COUNTY, and at the CONTRACTOR's own risk. The COUNTY shall make its best efforts to pay the contractor within thirty (30) days of receipt of CONTRACTOR's invoice. 3.2 Sludae and Septaae The CONTRACTOR will be compensated on a monthly basis for receiving, storing, transporting, and disposing of sludge and septage at the unit cost bid price of $0.122 per gallon. The quantity of sludge and septage handled by the CONTRACTOR each month must be determined via the COUNTY's weigh scale records for the local haulers who have transported sludge or septage into one of the landfill sites. 3.3 Leachate The CONTRACTOR will be compensated on a monthly basis for transporting and disposing of leachate from the lined cell at the Cudjoe Key landfill, inclusive of sampling and laboratory analyses, at a unit cost mutually agreed to in writing prior to initiation of this service. The quantity of leachate handled by the CONTRACTOR each month must be determined via the COUNTY's weigh scale records for the CONTRACTOR trucks that transport leachate from the Cudjoe Key landfill site. 3.4 Related services requested by the COUNTY and agreed to by the CONTRACTOR, that are not in the scope of service of Article 2, must be reimbursed at cost. Documentation of such costs shall accompany the invoice for these related services. ARTICLB .. INDBHNIP'ICATIOH AND IHSURDCB 4.1 Indemnification The CONTRACTOR must indemnify the COUNTY, its agents, servants, and employees from and against any claim, demand or cause of action of whatsoever kind or nature arising from error, omission, or act of the CONTRACTOR, its agents, servants, subcontractors, or employees in the performance of services under this Agreement. The execution of this Agreement by the CONTRACTOR shall obligate the CONTRACTOR to comply with the indemnification provision, but the collateral obligation of insuring this indemnity must be complied with as set forth below in Article 4.2. This paragraph will survi ve the termination of this Agreement. 4.2 Insurance The CONTRACTOR is required to furnish valid proof of insurance acceptable to the COUNTY for the contract period for the following: a. Worker's ComDensation Insurance - As required by Florida state Law. b. General Liabilitv Insurance - Bodily injury and property damage - Combined Single Limits (CSL) of $1,000,000 minimum. c. Automotive & Automotive EauiDment - To include hired and non-owner - Combined Single Limits (CSL) of at least $1,000,000 bodily injury, to include hired and non-owned. d. Monroe County Board of County Commissioners to be additional named insured on general liability and automotive policies. certification of same must be submitted. e. Each insurance company providing coverage to the contractor for this project shall be required to give a 30-day written notice of cancellation. The county shall be copied on any such notice of insurance cancellation. ARTICLE 5 MISCELLANEOUS PROVISIONS 5.1 Termination The county or the contractor may terminate this Agreement for cause. During the first year of this Agreement, the county may terminate without cause by giving the contractor at least 180 days written notice. During the second year of this Agreement, either the county or the contractor may terminate without cause by giving the other party at least 90 days notice. In the event of termination for cause, the aggrieved party must give the other party written notice of the act or omission complained of. The other party will have ten days - measured from the date it received the written notice - to correct the act or omission. If the correction is not accomplished within those ten days, the aggrieved party may then terminate this Agreement. Upon termination of this Agreement by the county or contractor without cause, all obligations of the county and contractor under this Agreement will cease except: a. The county's obligation to pay the contractor for work performed up to the effective date of the termination; and b. The contractor's obligation to indemnify the county under Paragraph 4.1. 5.2 No Contingent Fees The contractor warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former 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, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, conunission, percentage, gift, or consideration paid to the former county officer or employee. 5.3 Assiqnabilitv All of the terms, obligations, and conditions of this Agreement are binding on the successors and assigns of the parties. The CONTRACTOR may not assign this Agreement or any part of it, or any benefits under this Agreement, or subcontract, any work under this Agreement, wi thout the written consent of the COUNTY. 5.4 Costs and Attornevs Fees This Agreement shall be governed by the laws of the state of Florida. In the event of any litigation arising out of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and costs. Venue or any litigation arising out of this Agreement must be in the Circuit Court of Monroe County, Florida 5.5 No Alterations ExceDt as Memorialized in a sianed Document No alteration in the terms of this Agreement is effective unless set forth in a document signed by the parties. If any provision of this Agreement is held invalid, the remaining provisions will remain valid. One or more waivers by either party of any breach of this Agreement is not a waiver of a subsequent breach. 5.6 ComDliance with Law The CONTRACTOR must promptly comply with all present and future federal, state, and local laws, rules, regulations, requirements, ordinances, orders, mandatory guidelines, and mandatory directions that affect the work performed under this Agreement. 5.7 Licenses The CONTRACTOR must, during the life of this Agreement, procure and keep in effect, all necessary licenses, registrations, certificates, permits, and other permits, and other authorizations, required by local, state, or federal law, required of the CONTRACTOR to lawfully perform the work described in this Agreement. 5.8 Waiver of Claim The CONTRACTOR and the COUNTY mutually waive any claim against the other, for any loss caused by any suit or proceeding brought by any third party directly or indirectly attacking this Agreement or any part of it. 5.9 Force Ma;eure The CONTRACTOR or COUNTY's failure to perform an obligation owed under this Agreement will be excused if the failure is caused by fire, explosion, war, earthquake, hurricane, riot, labor dispute, or other cause beyond the CONTRACTOR or COUNTY's control. This excuse will continue while the event is in progress and for a reasonable time afterward for whatever reconstruction or reorganization is needed. 5.10 Intearated Aareement This written Agreement comprises the entire Agreement between the CONTRACTOR and the COUNTY, and there are no other agreements, understandings, promises, or conditions, oral or written, express or implied, concerning the subject matter of this Agreement. ARTICLE 6 DURATION OF CONTRACT The term of this Agreement is for a period of one year from the date of complete execution by both parties, wi th an addi tional renewal period of up to six months if agreed to in wri~ing by both parties. . ~, (F/K/A IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the respecti ve dates under such signature: MONROE COUNTY through its Board of County Commissioners, signing and through its Chairman, authorized to execute same by Board action of the 24th day of March , 19,,94, and ~oGro Systems, Inc., signing by and through ~ I (' PI ~ / A U;ZI c. e- , duly authorized to execute same. Wheelabrator Clean Water Systems Inc. BioGro Systems, Inc.) ~l}/P MONROE COUNTY, through its BOARD OF C, TY COMMISSIONERS Date: Date: Y//7/JY By By: By: " Clei'k ATTEST~x;.XO~E, , AT~~. Constance A. ReynO~ Anne Arundel County, MD My Commission Expires 8/1/95 /mv-Monroe.cnt Clerk of Circuit court and Ex- officio Clerk to the Board of County Commissioners By~~...rJeoutyGlerk A~OV~.~'0"'''-''':' ",' ~:.Jr.r'~""i''''. ' r . '-. - 3- ('$_' 94 TRUTH-IN-NEGOTIATION CERTIFICATE Wheelabrator Clean Water Systems Inc. (F/K/A BioGro Systems, Inc.) (CONTRACTOR) hereby certifies that all wage rates, and any and all other unit costs supporting the compensation to be paid to the CONTRACTOR pursuant to the work and services as set forth herein, are accurate, complete, and current at the date of the Contract's execution. WITNESS: ~~jJ // By: STATE OF Maryland COUNTY OF Anne Arunae.L ~ PERSONALLY appeared before me, the undersigned authority, Michael A. Pace , who is personally known to me or who has produced as identification and who executed the foregoing instrument and acknowledges before me that he executed the same for the uses and purposes therein expressed. WITNESS, my hand and official seal in the County and State last aforesaid, this 17th day of March , 199 4 . r~ b!,~. Cohstance A. Reynolds My Commission Expires 8/1/95 SWORN STATEMENT PURSUANT TO SECTION 287.133(3)(a), FLORIDA STATUTES. ON PUBLIC ENTITY CRIMES THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBUC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS.. This sworn statement is submittal to County of Monroe [print name of the public entity] Thomas A. Troeschel, Vice President and General Manager by [print individual's name and title] fur Wheelabrator Clean Water Systems Inc. (f/k/a Bio Gro Systems, Inc.) . [print name of entity submitting sworn statement] whose business address is 180 Admiral Cochrane Drive Annapolis, MD 21401 and (if applicable) its Federal Employer Identification Number (FEIN) is 52-1130492 (If the entity has no FEIN, include the Social Security Number of the individual signing this sworn statement: .) I understand that a "public entity crime" as defined in Paragraph 287.133(1)(g), Florida StatuteS."'5 a violation of any state or federal law by a person with respect to and directly related to the transaction" business with any public entity or with an agency or political subdivision of any other state or ofthe United Statcs,ilKluding, but not limited to, any bid or contract for goods or services to be provided to any public entity or _ ~y or political subdivision of any other state or of the United States and involving antitrust, fraud, theft" bFibery, coHusion, racketeering, conspiracy, or material misrepresentation. I understand that "convicted" or "conviction" as defined in Paragraph 287.133(1)(b), Florida Statuta.means a finding of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in aayWeral or state trial court of record relating to charges brought by indictment or information after July 1, 1989, _ a result of a jury verdict, nonjury trial, or entry of a plea of guilty or nolo contendere. I understand that an "affiliate" as defined in Paragraph 287.133(1)(a), Florida Statutes, means: 1. A predecessor or successor of a person convicted of a public entity crime; or 2. An entity under the control of any natural person who is active in the management of the entity ... who has been convicted of a public entity crime. The term "affiliate" includes those officers, directors, executives,,..mer5, shareholders, employees, members, and agents who are active in the management of an affiliate. Tbe...crship by one person of shares constituting a controlling interest in another person, or pooling of equipment _ income among persons when not for fair market value under an arm's length agreement, shaH be a prima facirC'alSe that one person controls another person. A person who knowingly enters into a joint venture with a pe..- wfto has been convicted of a public entity crime in Florida during the preceding 36 months shaH be considered _ affiliate. I understand that a "person" as defined in Paragraph 287.133(1)(e), Florida Statutes, means any na_at person or entity organized under the laws of any state or of the United States with the legal power to enter inte a binding contract and which bids or applies to bid on contracts for the provision of goods or services let by a plllJlic entity, or which otherwise transacts or applies to transact business with a public entity. The term "person" indllda those officers, directors, executives, partners, shareholders, employees, members, and agents who aft active in management of an entity.1.2.3.4.5. Based on information and belief, the statement which I have marked below is true in relation to the entity submitting this sworn statement. (Indicate which statement applies.) ~ Neither the entity submitting this sworn statement, nor any of its officers, directors, executives, partners, shareholders, employees, members, or agents who'a~e active in the management ofthe entity, nor any affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. _ The entity submitting this sworn statement, nor any of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management oCthe entity, nor an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. _ T~e entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. However, there has been a subsequent proceeding before a Hearing Officer of the State of Florida, Division of Administrative Hearings and the Final Order entered by the Hearing Officer determined that it was not in the public intcrest to place the entity submitting this sworn statcment on the convicted vendor list. (Attach a copy of the final order) 6. I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY IDENTIFIED ON PARAGRAPH 1 (ONE) ABOVE IS FOR THAT PUBLIC ENTITY ONL Y AND, THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED. I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017, FLORIDA STATUTES FOR CATEGORY TWO OF ANY CHANGE IN THE INFORMATION CONTAINED IN~ .. ( 'gnature) ~" Sworn to and subscribed before me this 5 th day of April ,19 94 Personally known yes /C~ f)~~ OR Produced identification Notary Public - State of }1ar;Tl "nrl My Commission expires R / 1 / q b. (Type of identification) Constance A. Reynolds (Printed typed or stamped commissioned name of notary public) Form PUR 7068 (Rev. 06/11/92) swaRN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY F FLORIDA ETHICS CLAUSE (f/k/a Bio Gro Systems, rne.) Wheelabrator Clean Water Systems Ine. warrants tl1at he/ ~ t 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 or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the Thomas A. Troesenel Date: 4/5/94 STATE OF Maryland COUNTY OF Anne Arundel Subscribed and sworn to (or affirmed) before me on April 5. 1994 (date) by Thomas A. Troesehel (name of affiant). He/She is personally known to me or has produced as identification. (type of identification) e~~~ NOTARY PUBLIC My Commission Expires 8/1/95 MCPi4 REV. 2/92 DRUG-FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: Wheelabrator Clean Water Systems Inc. (f/k/a Bio Gro Systems, Inc.) (Name of Business) 1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying 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 nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occuring 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 good faith effort to continue to maintain a drug-free workplace through implementation of this section. As the person authorized to sign the statement, this firm complies fully with the above require that /~ 4/5/94 Date MCP#5 REV. 6/91 1\I'.illl. I'J'n 1st ["nnling POLLUTION LlAmUTY INSURANCE REQUIREMENTS FOR CONTRACT BET\-VEEN MONROE COUNTY, FLORIDA AND Wheelabrator Clean Water Systems Inc. (f/k/a Bio Gro Systems, Inc.) Recognizing that the work governed by this contract involves the storage, treatment, processing, or transporting ofha7.nrdous matcrials (as defined by thc Federal Environmcnlal Protection Agency), the Contractor shall purchase and maintain, throughout the life of the contract, Pollution Liability Insurance which will respond to bodily injury, property damage, and environmental damage caused by a pollution incident. The minimum limits ofliability shall be: $500,000 per Occurrenccl$l ,000,000 Aggregate I f coverage is provided on a claims made basis, an extended claims reporting period of lour (4) years will be required. ^dnlinislralivc 1n:.1ruction 114709.1 POLl (,l)