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05/19/2004 Agreement DANNY L. KOLHAGE CLERK OF THE CIRCUIT COURT DATE: July 21, 2004 TO: Carol Cobb, Executive Assistant Solid Waste Management Division Pamela G. Hanco~ Deputy Clerk 0 FROM: At the May 19, 2004, Board of County Commissioner's (BOCC) meeting the Board granted approval to award bid and authorized execution of an Agreement for the Transfer, Collection, Storage, Treatment, Transportation, and Disposal of Sludge/Septage Generated in Monroe County with Sweetwater Environmental, Inc. Enclosed is a duplicate original for your handling. At the June 16, 2004, BOCC meeting the Board granted approval and authorized execution of an Amendment to Agreement for the Transfer, Collection, Storage, Treatment, Transportation, and Disposal of Sludge/Septage Generated within Monroe County between Sweetwater Environmental, Inc. and Monroe County to amend the effective date of the Agreement to July 1, 2004. Enclosed is a duplicate original for your handling. At the July 14, 2004, BOCC meeting the Board adopted the following Resolutions: Resolution No. 228-2004 establishing the tentative per month solid waste collection, disposal, and recycling service rates for commercial property in the various solid waste collection franchise areas; and Resolution No. 262-2004 adopting the tentative residential solid waste collection, disposal and recycling rates for the Fiscal Year 2004 - 2005. Enclosed is a certified copy of each of the Resolutions. Should you have any questions please do not hesitate to contact this office. cc: County Administrator w/o documents Public Safety w/o documents County Attorney Finance File v 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 AGREEMENT FOR THE TRANSFER, COLLECTION, STORAGE, TREATMENT, TRANSPORTATION, AND DISPOSAL OF SLUDGE/SEPTAGE GENERATED WITHIN MONROE COUNTY THIS CONTRACT, entered into this /9d day of ~h.J ,200~ by and Between the Board of County Commissioners of Monroe County (COUNTY). Florida, and Sweetwater Environmental, Inc. (CONTRACTOR). WHEREAS, COUNTY desires to have all sludge and septage generated within Monroe County removed and disposed of outside the boundaries of the COUNTY; and WHEREAS, it has been determined that it is in the best interest of the residents of and visitors to the COUNTY that a contract with a private provider of such services be established, NOW THEREFORE IN CONSIDERATION OF the mutual promises contained herein, the parties agree as follows: I. TERM OF AGREEMENT: This agreement shall be for a five (5) year period beginning, June 1, 2004 and ending at 12:00 midnight on May 31, 2009. The term of this agreement shall be renewable in accordance with Section IV. II. PAYMENT: The COUNTY shall pay the CONTRACTOR on a per month in arrears basis for receiving, transferring, collecting, storing, treating, transporting, and disposing of sludge and septage at the unit price of $0.20 per gallon. The quantity of sludge and septage handled by the CONTRACTOR each month shall be determined via the COUNTY'S weight scale records for the local haulers who have transported sludge or septage into one of the transfer station locations located on COUNTY property. The CONTRACTOR shall provide a monthly invoice on the 1 st day of each month to the Department of Solid Waste Management, and payment shall be made on or about the 1 st day of the following month. The CONTRACTOR'S unit price per gallon as set forth herein for the handling, which is inclusive of receiving, transferring, collecting, storing, treating, transporting, and disposing of sludge and septage is based upon an assumed total quantity in the range of 2,000,001 to 3,000,000 gallons of sludge and septage being processed in each contract year. Therefore, in the event the quantity in a range of more than or less than 2,000,001 to 3,000,000 gallons of sludge and septage is handled by the end of any contract year, an adjustment shall be made in the unit price per gallon for the total quantity, to be consistent with the unit price per gallon as originally bid for that specific quantity range on the BIDDER'S MODIFIED BID PROPOSAL FORM. Such adjustment will be made on the CONTRACTOR'S monthly invoice for the twelfth (1th) month of the respective contract year. In the event that funds are partially reduced or cannot be obtained or continued at a level sufficient to allow for the purchase of the services contemplated, then the contract may be terminated immediately at the option of the COUNTY upon written notice of termination being delivered in person or by mail 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 to the CONTRACTOR. The COUNTY will not be obligated to pay for any services provided by the CONTRACTOR after the CONTRACTOR has received written notice of immediate termination. Compensation for services 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 12 months available. III. SCOPE OF SERVICES: A. The CONTRACTOR shall provide all necessary licenses and permits, labor and staffing, equipment, and supplies and materials necessary to receive sludge and septage from local sludge and septage haulers at the designated collection sites, and to store the sludge and septage until transported out of the COUNTY. B. The CONTRACTOR shall provide all necessary licenses and permits, labor and staffing, equipment, and supplies and materials necessary to transport all sludge and septage from local haulers to a Florida Department of Environmental Protection permitted final disposal site outside the COUNTY'S boundaries. All transportation activities shall be conducted with properly licensed and insured vehicles and shall 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 transportation activities. Documentation of this review shall be available from the CONTRACTOR at the request of the COUNTY. Any agreements with regards to sludge and septage disposal with waste water treatment plants, landowners, or regulatory agencies shall be the exclusive responsibility of the CONTRACTOR. All necessary permitting, sampling, monitoring, record keeping, and activities related to sludge and septage disposal shall be the exclusive responsibility of the CONTRACTOR. C. The COUNTY will provide the CONTRACTOR access to power, water, and sanitary facilities at each of the COUNTY'S landfillltransfer station site. D. The CONTRACTOR shall provide proof that the choice of final disposal site is a Florida Department of Environmental Protection permitted facility. E. COMPLIANCE WITH LAW: The CONTRACTOR shall promptly observe, comply with and execute the provision of any and all present and future federal, state, and local laws, rules, regulations, requirements, ordinances, 2 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 orders, mandatory guidelines, and mandatory directions, which may pertain or apply to the services rendered hereunder. F. HOURS OF OPERATIONS: At a minimum, the facilities shall be open to the public from 8:00 a.m. to 4:00 p.m., Eastern Time, Monday through Saturday. Hours of operation may be adjusted only upon mutual written consent of the COUNTY and the CONTRACTOR. G. The CONTRACTOR shall assume the responsibilities of the sludge and septage generator as required by regulatory agencies and shall comply with all regulatory requirements that accompany this designation. H. The CONTRACTOR shall, at the end of their contract period, remove all provided materials and equipment from the transfer station sites and shall retain possession of same. All debris in the project area shall be cleaned up and returned to its pre-contract condition. IV. RENEWAL: The COUNTY shall have the option to renew this agreement after the first five (5) year period, for one (1) additional five (5) year period. The contract amount agreed to herein might be adjusted annually in accordance with the percentage change in the Consumer Price Index (CPI) for all urban consumers (CPI-U) for the most recent 12 months available. V. CONTRACTOR'S LICENSE: The CONTRACTOR shall secure, maintain and pay all applicable fees for any permits and licenses necessary to provide services under this agreement. By signature hereon, the CONTRACTOR warrants that it is authorized by law to engage in the performance of the activities herein described, subject to the terms and conditions set forth in these contract documents. Proof of such licenses and approvals shall be submitted to the COUNTY upon request. The CONTRACTOR has, and shall maintain throughout the term of this contract, appropriate licenses and approvals required to conduct its business, and that it will at all times conduct its business activities in a reputable manner. VI. INDEPENDENT CONTRACTOR At all times and for all purposes, the CONTRACTOR, its agents and employees are strictly considered to be independent contractors in their performance of the work contemplated hereunder. As such, the CONTRACTOR, its agents and employees shall not be entitled to any of the benefits, rights or privileges of COUNTY employees. The provider shall at all times exercise independent, professional judgment and shall assume professional responsibility for the services to be provided. 3 1 VII. STAFFING 2 3 Since this contract is a service agreement, staffing is of paramount importance. 4 CONTRACTOR shall provide services using the following standards, as a minimum 5 requirement: 6 7 A. The CONTRACTOR shall provide at its own expense all necessary personnel 8 to provide the services under this contract. The personnel shall not be 9 employees of or have any contractual relationship with the COUNTY. 10 11 B. All personnel engaged in performing services under this contract shall 12 be fully qualified, and, if required, to be authorized or permitted under 13 State and local law to perform such services. 14 15 VIII. HOLD HARMLESS/INSURANCE REQUIREMENTS: 16 17 The CONTRACTOR covenants and agrees to indemnify and hold harmless Monroe 18 County Board of County Commissioners of Monroe County from any and all claims for 19 bodily injury (including death), personal injury, and property damage (including property 20 owned by Monroe County) and any other losses, damages, and expenses (including 21 attorney's fees) which arise out of, in connection with, or by reason of services provided 22 by the CONTRACTOR or any of its subcontractor(s) in any tier, occasioned by the 23 negligence, errors, or other wrongful act of omission of the CONTRACTOR or its 24 subcontractors in any tier, their employees, or agents. 25 26 The extent of liability is in no way limited to, reduced, or lessened by the insurance 27 requirements contained within this agreement. 28 29 Prior to execution of this agreement, the CONTRACTOR shall furnish the Owner 30 Certificates of Insurance indicating the following coverages or in excess thereof, and 31 naming Monroe County Board of County Commissioners as an additional insured on all 32 except Workers Compensation: 33 . Workers Compensation in the amount of statutory limits; 34 . Employers Liability with $1,000,000.00 per person, $1,000,000.00 per occurrence, 35 $1,000,000.00 property damage; 36 . General Liability (Premises operations, blanket contractual, expanded definition of 37 property damage, products, and completed operations, personal injury) with 38 $500,000.00 per Person, $1,000,000.00 per occurrence, $100,000.00 property 39 damage, or $1,000,000.00 combined single limit; 40 . Vehicle Liability with $500,000.00 per Person, $1,000,000.00 per occurrence, 41 $100,000.00 property damage, or $1,000,000.00 combined single limit; 42 . Pollution Liability with $1,000,000.00 per occurrence, $2,000,000.00 aggregate; 43 . Installation Floater in an amount equal to the maximum value of equipment installed; 44 . Transporter with $1,000,000.00 (requiring MCS-90). 45 46 47 48 4 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 IX. NON-DISCRIMINATION: The CONTRACTOR shall not discriminate against any person on the basis of race, creed, color, national origin, sex or sexual orientation, gender identity or expression, familial status, age, disability, or any other characteristic or aspect which is not job related when recruiting, hiring, promoting, terminating or any other area affecting employment under this agreement. At all times, the CONTRACTOR shall comply with all applicable laws and regulations with regard to employing the most qualified person(s) for positions under this agreement. Additionally, the CONTRACTOR shall not discriminate against any person on the basis of race, creed, color, national origin, sex or sexual orientation, gender identity or expression, familial status, age, disability, financial status or any other characteristic or aspect in regard to providing services hereunder. X. INSPECTION OF BOOKS AND FACILITIES/AUDIT/ACCOUNTING: The CONTRACTOR shall maintain the financial records in accordance with generally accepted accounting principles, and allow the COUNTY to inspect its books and records and the facilities at any reasonable time. In addition, the CONTRACTOR shall, at its expense, provide the COUNTY with an annual audit prepared by an independent Certified Public Accountant. CONTRACTOR shall retain all records pertaining to this agreement for a period of five (5) years after term expires. XI. PUBLIC RECORDS The CONTRACTOR shall comply with the Public Records laws of the State of Florida, subject to any provisions providing exemption from disclosure. XII. BREACH OF TERMS BY CONTRACTOR The passing, approval, and/or acceptance by the COUNTY of any defect in the services furnished by the CONTRACTOR, shall not operate as a waiver by the COUNTY of strict compliance with the terms of this Contract, and specifications covering the services. COUNTY may immediately terminate the Agreement due to any violations by CONTRACTOR of criminal statutes. Any other CONTRACTOR breach of this agreement shall be governed by the article above on termination for cause. The CONTRACTOR agrees that County representatives may visit the facilities periodically to inspect CONTRACTOR'S maintenance of the premises. The CONTRACTOR agrees that County representatives may visit the facilities periodically to conduct random open file evaluations during the CONTRACTOR'S normal business hours. XIII. TERMINATION WITHOUT CAUSE: The COUNTY or CONTRACTOR may terminate this agreement without cause by providing the other party with written notice of termination at least one hundred eighty (180) days prior to the date oftermination. 5 1 2 3 XIV. TERMINATION WITH CAUSE: 4 5 The COUNTY may terminate this agreement for cause if the CONTRACTOR shall 6 default in the performance of any of its obligations under this agreement, and same is 7 not corrected to the satisfaction of the COUNTY within fifteen (15) days after the 8 COUNTY provides the CONTRACTOR with written notice of said default. 9 loin the event that funds are partially reduced or cannot be obtained or continued at a 11 level sufficient to allow for the purchase of the services contemplated, then the contract 12 may be terminated immediately at the option of the COUNTY upon written notice of 13 termination being delivered in person or by mail to the CONTRACTOR. The COUNTY 14 win not be obligated to pay for any services provided by the CONTRACTOR after the 15 CONTRACTOR has received written notice of immediate termination. 16 17 XV. ASSIGNMENT: 18 19 The CONTRACTOR shall not assign or subcontract its obligations under this 20 agreement, except in writing and with the prior written approval of the Board of County 21 Commissioners of Monroe County. This paragraph shall be incorporated by reference 22 into any assignment or subcontract and any assignee or subcontractor shall comply with 23 all of the provisions of this agreement. Unless expressly provided for therein, such 24 approval shall in no manner or event be deemed to impose any additional obligation 25 upon the board. 26 27 XXVI. COMPLIANCE WITH LAW 28 29 In providing all services/goods pursuant to this agreement, the CONTRACTOR shall 30 abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the 31 provisions of, such services, including those now in effect and hereinafter adopted. Any 32 violation of said statutes, ordinances, rules and regulations shall constitute a material 33 breach of this agreement and shall entitle the Board to terminate this contract 34 immediately upon delivery of written notice of termination to the CONTRACTOR. The 35 CONTRACTOR shall possess proper licenses to perform work in accordance with these 36 specifications throughout the term of this contract. 37 38 XVII. DISCLOSURE AND CONFLICT OF INTEREST 39 40 A. The CONTRACTOR represents that it, its directors, principles and employees, 41 presently have no interest and shall acquire no interest, either direct or indirect, 42 which would conflict in any manner with the performance of services required by 43 this contract, as provided in Sect. 112.311, et. seq., Florida Statutes. 44 45 B. Upon execution of this contract, and thereafter as changes may require, the 46 CONTRACTOR shall notify the COUNTY of any financial interest it may have in 47 any and all programs in Monroe County which the CONTRACTOR sponsors, 48 endorses, recommends, supervises, or requires for counseling, assistance, 6 1 evaluation, or treatment. This provision shall apply whether or not such 2 program is required by statute, as a condition of probation, or is provided on a 3 voluntary basis. 4 5 XVIII. FINANCIAL RESPONSIBILITY 6 7 The CONTRACTOR shall not pledge the COUNTY'S credit or make it a guarantor of 8 payment or surety for any contract, debt, obligation, judgment, lien, or any form of 9 indebtedness. The CONTRACTOR further warrants and represents that it has no 10 obligation or indebtedness that would impair its ability to fulfill the terms of this contract. 11 12 XIX. NOTICE REQUIREMENT 13 14 Any notice required or permitted under this agreement shall be in writing and hand 15 delivered or mailed, postage prepaid, to the other party by certified mail, return receipt 16 requested, to the following: 17 18 19 FOR COUNTY: 20 21 James R. "Reggie" Paros, Director 22 Monroe County Public Safety Division 23 Marathon Airport 24 9400 Overseas Highway, Suite 200 25 Marathon, FL 33050 26 27 FOR CONTRACTOR: 28 29 James A. Jalovec, President 30 Sweetwater Environmental, Inc. 31 P. O. Box 370170 32 Milwaukee, WI 53237-1270 33 34 35 XX. TAXES 36 37 The COUNTY is exempt from payment of Florida State Sales and Use taxes. The 38 CONTRACTOR shall not be exempted by virtue of the COUNTY'S exemption from 39 paying sales tax to its suppliers for materials used to fulfill its obligations under this 40 contract, nor is the CONTRACTOR authorized to use the COUNTY'S Tax Exemption 41 Number in securing such materials. The CONTRACTOR shall be responsible for any 42 and all taxes, or payments of withholding, related to services rendered under this 43 agreement. 44 45 XXI. GOVERNING LAWS 46 47 This Agreement is governed by the laws of the State of Florida. Venue for any litigation 48 arising under this Agreement must be in Monroe County, Florida. In the event of any 7 1 litigation, the prevailing party is entitled to attorney's fees and costs. The parties 2 waive their rights to trial by jury. 3 4 XXII. PUBLIC ENTITY CRIME STATEMENT: 5 6 A person or affiliate who has been placed on the convicted vendor list following a 7 conviction for public entity crime may not submit a bid on a contract to provide goods or 8 services to a public entity, may not submit a bid on a contract with a public entity for 9 construction or repair of a public building or public work, may not submit bids on leases 10 of real property to public entity, may not be awarded or perform work as a 11 CONTRACTOR, supplier, subcontractor, or consultant under a contract with any public 12 entity, and may not transact business with any public entity in excess of the threshold 13 amount provided in Section 287.017, F.S. for CATEGORY TWO for a period of 36 14 months from the date of being placed on the convicted vendor list. 15 16 XXIII. AUTHORIZED SIGNATORY: 17 18 The signatory for the CONTRACTOR, below, certifies and warrants that: 19 20 (a) The CONTRACTOR'S name in this agreement is its full name as designated in 21 its corporate charter. 22 23 (b) He or she is empowered to act and contract for CONTRACTOR. 24 25 (c) This agreement has been approved by the CONTRACTOR'S Board of Directors. 26 27 Further, CONTRACTOR shall, upon execution of this agreement, provide proof of 28 incorporation and a list of its Board of Directors. 29 30 XXIV. ENTIRE AGREEMENT: 31 32 This agreement constitutes the entire agreement between the COUNTY and the 33 CONTRACTOR for the services contemplated herein. Any amendments or revisions to 34 this agreement must be in writing and be executed in the same manner as this 35 agreement. 36 37 38 39 40 41 42 43 44 45 46 47 48 8 IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and date first written above in four (4) counterparts, each of which shall, without proof or accounting for the other counterparts, be deemed an original contract. ,.\ 11 12 13 14 15 (SEAL) 16 17 18 Attest: 19 By: 20 21 Title: 22 23 24 By: 25 26 Title: BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA By: ~Ch~i~ , By: Title: WITNESS MONROE CC UNTV ATTOR Y PROVEl,; AS i 0 F "" ,....;) -"11 C=' :% C=' 0 C .r:- r % .... C- f"T1 ::Or - c: 0 0, .- I'T1 - .." ~- N n' 0 oS_ ::::0 ~?~ ~1 -0 ::::0 .....C'J ;--- ::It fTl -<-i-,- . . ..,.~ .r:- ~ ..., .... :-.:, c_ .. r- fT\ 0 ".J ~ C7' '::' 9 NON-cOLLUSION AFFIDAVIT I, ::iRI1u:;:~~A. J/U./J/b::... of the city of f11~GO /.()1<!!L!LM.}s/~ according to law on my oath, and under penalty of pe~ury, depose and say that: 1. lam PI!'r::sSd)c~r Ofthefjrmof~c;7~A~/~AL.rAk..., the bidder making the Proposal for the project described in the Notice for Calling for aids for. MoAJi!LJt; eovAJr-t 2. I executed the said proposal with full authority to do so. 3. The prices in this bid have been arrived at independently without collusion, consultation, communication or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor. 4. Unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disdosed by the bidder and will not knowingly be disclosed by the bidder prior to bid opening, directly or indirectly, to any other bidder or to any competitor. 5. No attempt has been made or will be made b the bidder to induce any other person, partnership or corporation to submit, or not to submit, a bid for the purpose of restricting competition. 6. The statements contained in this affidavit are true and correct, and made with full knowledge that Monroe County relies upon the truth of the statements contained in this affidavit in awarding con cts for said project. Y-14-0'i (Date) STATE OF: COUNTY OF: PERSONALLY APPEARED BEFORE ME, the undersigned authority, \lAmbS A. UA2..f)Ut;.-c.- who, { )providing proof of identity, or )Obeing personally known to me, and having been first swom by me, affixed hislher signature in the space provided above on this ~ay of O;U2J., 20i2!l . ~L;j NOTARY PUBLIC My Commission Expires: ~~/6, ~ f SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY. flORIDA ETHICS CLAUSE S \I,,),",-~~ \tJ <:.~ V" th v'(:1~' 1'"'4.... -l L wanants that heflt has not employed, retained or otherwise had act on hisfrts 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 flability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the fuU amount of any fee, commission, percentage, gift, or consideration paid to the former COUNTY officer or employee. STATEOF uJ~ COUNTYOF ,>??c4t.t2Jdll,;) PERSONALLY APPEARED BEFORE ME, the undersigned authority, \J/t/l1t::;S 4l/A4.~ who, after first being sworn by me, affixed hisIher signature (name of individual signing) In ~ space provided above on this bl..'I--iJ.Jday of Ol'~~-p-, .~ . t9~~ NOTARY PUBLIC Mycom?J~expires: L?~/61 ~ OMB - MCP FORM #4 1 j ~ t i \, ~- DRUG-FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that fu)ee:T uJftT06 aJur~01lTAL.. I~' (Name of Business) . 1. PubflShes a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the WOI'kpIace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Informs employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug-fr8e workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Gives 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). notifies the employees that, as a condition of working on the commodities or contraclual seMces that are lB\der bid, the employee will abide by the tenns of the statement and wBI notify the employer of any coiwicUon of, or plea of guilty or nolo contendere to, any violation of Chapter- 893 (Florida StaIutBs) or of any COIdro8ed substance law of the United States or any state, for a violation occuning in the workplace no Ialer than five (5) days after such convicIion. 5. Imposes 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. Makes a good faith effort to continue to maintain a drug-free workplace through implementation of this section. As the person a orized to sign the statement, I certify that this finn complies fully with the above requirements. Os:} -l't-O~