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HomeMy WebLinkAboutCity of Tamarac Resolution R-96-0371 Temp. Reso. #7333 Revised 2/16/96 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-96- 3 7 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO EXECUTE AN AGREEMENT FOR COMMERCIAL SOLID WASTE DISPOSAL SERVICES BY AND BETWEEN THE CITY OF TAMARAC AND ENVIRONMENTAL WASTE SYSTEMS, INC., A FLORIDA CORPORATION; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Tamarac currently contracts for commercial solid waste disposal services on a three year basis; and WHEREAS, the commercial waste hauling franchise agreements with All Service Refuse, Southern Sanitation and Browning Ferris have expired and are currently under audit; and WHEREAS, the audit results will be presented and reviewed for possible contract and code changes; and WHEREAS, Environmental Waste Systems, Inc. has requested a commercial waste hauling franchise agreement on a month -to -month basis, pending the audit results; and WHEREAS, Section 19-29 of the City Code provides that, "any person desiring to engage in the business of collecting garbage and trash in the City shall, before 2 Temp. Reso. #7333 Revised 2/16/96 commencing in or soliciting such business, enter a franchise agreement with the City"; and WHEREAS, Environmental Waste Systems, Inc. will post the required $150 application fee, reimburse the City for all costs associated with the cost of this contract, pay the City ten (10%) percent franchise fee based on all gross receipts, post a performance bond in the amount of $2,500 and post a certificate of insurance naming the City as an additional insured; and WHEREAS, the City Manager recommends approval; and WHEREAS, the City Commission of the City of Tamarac, Florida deems it to be in the best interests of the citizens and residents of the City of Tamarac to enter into an agreement for commercial solid waste disposal services on a contract basis. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA: 5LCTION 1: That the foregoing "WHEREAS" clauses are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this Resolution. SECTIOjj 2: That the appropriate City Officials are hereby authorized to execute an agreement between the City of Tamarac and Environmental Waste Systems, Inc., a copy of said agreement being attached hereto as "Exhibit A". S=ION 3: All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTION 4: If any clause, section, other part or application of this Resolution is 1 3 Temp. Reso. #7333 Revised 2/16/96 held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. $f&TION 5: This Resolution shall become effective immediately upon its passage and adoption. PASSED, ADOPTED AND APPROVED this a2day of Fe-b . , 1996. ATTEST: WA 1! 2 0 MVN-� City Clerk I HEREBY CERTIFY that I have agar ved this RESOLUTION a$ 'MITCHELL S. KRAF I City Attorney Emlmnmental W.,meft, form MAYOR DIST.1: DIST. 2: DIST. 3: DIST. 4: RECORD' OF COMMISSION VOTE '�e- 76-0 7 • CITY OF TAMARAC WASTE HAULERS FRANCHISE AGREEMENT BETWEEN THE CITY OF TAMARAC F410 f7 ENVIRONMENTAL WASTE SYSTEMS, INC. • u February 5, 1996 C� C� CONTRACT BETWEEN CITY OF TAMARAC AND ENVIRONMENTAL WASTE SYSTEMS, INC. TABLE OF CONTENTS section Description 1 Definitions 1 2 Grant 3 3 Fees 4 4 Term 5 5 Obligations/Scope of Service 5 6 Disposal of Solid Waste 6 7 Recycling Program 7 8 Labor Force 7 9 Equipment g 10 Performance Bond 8 11 Vehicle Identification 9 12 Regulation of Collection Containers 10 13 Health and Sanitation 10 14 Performance Evaluation and Monitoring 10 15 Non -Compliance by the Contractor 11 16 Termination by the City 12 17 Books and Records 13 18 Indemnification 13 19 Insurance 14 20 Contractor's Local Office 16 21 Customer Complaints 16 22 Miscellaneous Provisions 17 Exhibits 25 C1 J • THE CITY OF TAMARAC STATE OF FLORIDA SERVICE ,CMTRACT I., This Service Contract (hereafter the "Contract") is made by and between the CITY OF TAMARAC, FLORIDA, a home rule municipal corporation (hereafter the "City") and ENVIRONMENTAL WASTE SYSTEMS, INC., a Florida corporation, (hereafter the "Contractor"), both acting by and through their duly authorized agents and representatives. (The City and the Contractor may be hereinafter referred to together as the "Parties.") "y ll1 AI R WHEREAS, the City desires to provide commercial establishments within its corporate city limits with solid waste collection, transport and disposal services by engaging independent contractors to perform such services; and WHEREAS, ENVIRONMENTAL WASTE SYSTEMS, INC., a Florida corporation with offices in Hollywood, desires to provide the City with commercial solid waste disposal services on a contract basis. NOW, THEREFORE, in consideration of the terms, conditions and covenants herein set forth, the Parties mutually agree as follows: Section 1. Definitions Unless otherwise specified herein the following terms shall have the following meanings: 1.1 "Collection", "Collect", and "Collected" shall all refer to and mean the collection from the Customer's premises, Storage (as that term is herein defined) if necessary, delivery to the appropriate disposal site, and proper disposal of solid waste, all in compliance with all applicable federal, state, county, and local laws, statutes, ordinances, rules, and regulations. 1 1.2 "Contract Year" shall mean a twelve month period of time beginning on the Commencement Date as herein defined) ) and any successive 12 month period thereafter. 1.3 "Customers" shall mean those persons and/or entities which enter into service contracts with Contractor for the Collection of Solid Waste, such as industrial and business sites, office, warehouse and apartment buildings and complexes and other similar locations. 1.4 "Environmental Laws" shall mean any and all state, federal and local statutes, rules, regulations and ordinances relating to the protection of human health or the environment including, without limitation, the Solid Waste Disposal Act as amended by the Resource Conservation and Recovery Act of 1976 and the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §6901, el 5eq., the Comprehensive Environmental Response Compensation, and Liability Act of 1980, 42 U.S.C., §9601, et seq., as amended by the Superfund Amendments and Reauthorization Act of 1986, the Hazardous Materials Transportation Act, 49 U.S.C. §6901 9 =q., the Federal Water Pollution Control Act, 33 U.S.C. § 125 1,!9 =., the Clean Air Act, 42 U.S.C. §7401, et agq., the Toxic Substances Control Act, 15 U.S.C. §2601, et wq., the Safe Drinking Water Act, 42 U.S.C. §§300f-300j, the United States Environmental Protection Agency's rules concerning Underground Storage Tanks, 53 Fed. Reg. 37082 (9/23/88), all as amended now and in the future, and any similar federal, state and local environmental statutes and ordinances and the rules and regulations, orders and decrees now or hereafter promulgated thereunder, during the term of this Contract. 1.5 "Equipment" shall mean all vehicles, machinery, tools and equipment, as well as related supplies and materials reasonably necessary for the Contractor's performance hereunder. • 2 1.6 "Gross Receipts" shall include all revenues collected by Contractor for Collection services, deliverycharges, fees for late payments and an additional g p Y y revenue (including receipts from recycling) related to the Contractor's performance under this Contract. 1.7 "Recycling" shall mean the reclamation and/or recovery from Solid Waste of all recyclable matter including, but not limited to, glass, paper, cardboard, plastic, tin and aluminum. 1.8 "Solid Waste" shall mean garbage, trash, refuse, and other solid waste material including, but not limited, to animal and vegetable waste materials; from the handling, preparation, cooking, or consumption of food, including waste materials from markets, storage facilities, and handling and sale of produce and other food products, and such combustible waste materials, including paper, rags, cartons, wood, excelsior, furniture, rubber, plastics, yard trimmings, leaves, and similar materials; as well as noncombustible waste materials, including glass, crockery, metal cans, metal furniture, and similar materials that do not burn at ordinary incinerator temperatures as referred and defined in the interlocal agreement between the City of Tamarac and Broward County, herein attached as Exhibit A. 1.9 Storage shall mean the holding of Solid Waste for a temporary, period (less than 24 hours, and not overnight, but in accordance with Florida, or local laws or regulations), at the end of which the Solid Waste is processed, disposed of, or permanently stored elsewhere. 1.10 "Transfer Station," shall mean that location or locations and facilities established and designated by Broward County as loading sites in and around the City so as to provide for the efficient and effective collection of Solid Waste and the ultimate disposal thereof, as well as the weighing of the Solid Waste. Section 2. Grant In consideration of the Contractor's performance hereunder and compliance with the covenants and conditions set forth herein, and in the ordinances and regulations of the City governing the Collection of commercial Solid Waste, the City hereby grants to the Contractor the nonexclusive right pursuant to Article 7.19 of the City's Charter to use the public streets, alleys and thoroughfares within the corporate limits of the City for the purpose of engaging in the business of Collection of Solid Waste for commercial Customers located within the corporate limits of the City 3 Pursuant to the terms of this Contract, but not otherwise. Section 3. Street Use Fee In consideration of the grant contained in Section 2 hereof, the Contractor hereby agrees to pay to the City as compensation for the right to use its streets, alleys and thoroughfares an amount ("Street Use Fee") equal to a ten percent (10%) of its Gross Receipts from commercial Solid Waste Customers within the corporate limits of Tamarac. Payments shall be due no later than thirty (30) days after the end of the month. The contractor shall provide to the City notarized monthly and annual statements signed by an authorized representative of the Company. Statements should accompany payments and identify in detail the categories and amounts of Gross Receipts received by the contractor, based on the records of the Contractor during the month for which payment is made related to the Contractor's performance under this contract. If Contractor fails or refuses to make such reports and payments, the City may maintain an action against the Contractor to recover the same and all expenses of • collecting same, including reasonable attorney fees. 3.1 Futurg Rgyenue In the event Contractor establishes any other methods of Collection and disposal of Solid Waste, the City shall establish, at that time, a percentage of Gross Receipts from such Collection method to be included in the calculation of the amounts due. 3.2 Delinquengyfrovision In the event contractor fails to make the payment for this Franchise on or before the date due as hereinabove provided, the Contractor shall pay an interest charge for each month, or a fraction thereof, that payment is late. An Interest Factor shall be based on the prime rate for the Chase Manhattan Bank, N.A., plus one percent (1%) Calculation will be illustrated as follows: Prime Rate + 1 % / 365 days = Daily Interest Rate (DIR) DIR x Days Payment Late = Interest Charge Note:Regardless of the foregoing, the interest rate referred to in this section will comply with all applicable state laws. 4 Section 4. Terrn 4.1 Primary T The term of this Contract shall be on a month -to -month rimary Term a nth -to -month basis commencing February 14, 1996 and Contractor agrees that at the City's option the term of the Contract can be extended for a three year term upon notification by City. 4.2 Renewal Term This Contract shall be renewable for three (3) one year periods, only if hereafter agreed by both Parties, and provided that in order for such renewal right to arise the City shall have given written notice of its desire to renew the term of the Contract no less than ninety (90) days prior to termination of this Contract. The Contractor shall accept or reject the City's proposal to renew this Contract within thirty (30) days of written notice from the City. Should the Contractor fail to notify the City within said thirty (30) day period of its refusal to renew the Contract, the Contractor's silence shall be deemed to be an affirmative acceptance of the renewal proposal. Section 5. General Statement of C,Qnlractor's ,Obligations; Scope of 5,4rvices Contractor hereby agrees to Collect all Solid Waste generated by Commercial Customers within the corporate city limits of the City. The Contractor shall, at its own cost and expense, furnish trained personnel and appropriate well maintained Equipment (as referenced in Section 9 of the Contract). The Contractor shall provide the number and size of collection vehicles for sufficient capacity to adequately and efficiently service all units. The Contractor will establish and maintain scheduled Collection routes and special schedules as may be necessary to meet the Collection service requirements of the Customers located within the corporate City limits of the City. Further, the Contractor, at its own cost and expense, shall provide for the solicitation, servicing and billing of Customers, and shallrecommend schedules of service to said Customers. Unless otherwise established by City ordinance, Collection schedules for commercial Solid Waste shall be determined by the Contractor based upon negotiations with its Customers. The Contractor acknowledges and agrees that Contractor shall be obligated to take such actions as necessary to fulfill its duties and obligations hereunder and that the City may from time to time issue written directions to the Contractor clarifying the scope of Contractor's services to fulfill the intent of this Contract. This franchise agreement does not provide for medical waste disposal. 5 • Section 6. Disposal f Solid Wastg The Contractor shal l deliver commercial Solid Waste Collected pursuant to this Contract to the approved Broward County Recovery disposal facilities or to any Transfer Station which may hereafter be utilized in the future by the City and approved by Broward County (such site hereafter called the "Disposal Site"). Contractor shall not be reimbursed by the City for costs and expenses actually paid by Contractor to Broward County for the use of the Disposal Site for disposal of commercial Solid Waste Collected pursuant to this Contract. Any alternative disposal site must be approved in writing by the City prior to its use by Contractor. All laws, rules and regulations governing hours of operation and disposal practices at the Disposal Site shall be strictly observed by the Contractor. The Parties hereby agree that all services provided by the Contractor pursuant to this Contract shall be carried out in a competent and business like manner and in compliance with the standards and specifications set forth in the attached Exhibit "A" (hereafter "Performance Standards"). Contractor shall not engage any subcontractor without written prior approval of the City. The City Commission of the Tamarac (hereinafter the "Commission") reserves the right to revise the Performance Standards as it determines within its sole discretion, such revisions to be necessary or proper to secure the safety, welfare and accommodation of the public; provided that prior to the revising or establishing of new or additional Performance Standards, the Commission shall invite and allow the Contractor to submit any information it may wish for review by the Commission. The City reserves the right of Commission to seek advice from the City Manager designate, or such other person or persons as may be responsible for management of Solid Waste Collection within the city limits of Tamarac. Any revision or establishmentof new Performance Standards shall be approved by the Commission and upon such approval shall become a part of this Contract as though fully set forth herein. The allocation, as between the Parties, of any and all costs which may hereafter be incurred by the Contractor in conforming with any changes in the Performance Standards, should any such changes be made, shall, at that time, be negotiated by the Contractor and the Customer in good faith. 2 Section 7. Recycling Program 7.1 General Contractor shall establish a Recycling program for it e_ y g p g s commercial Customers which shall be in compliance with the laws established by the United States Environmental Protection Agency, the Florida Department of Environmental Regulation (DER) and the City of Tamarac to reduce the impact of waste by Recycling materials such as, but not limited to, glass, tin, aluminum, cardboard, plastic, and paper. 7.1A Reacling Component for „JaMarac Solid Waste Agreement This portion of the Tamarac, Florida Solid Waste Disposal Franchise Agreement and Ordinance shall be known as the recycling component. The Contractor shall comply with all rules, regulations, and laws of the United States Environmental Protection Agency, Florida Department of Environmental Regulation, Florida Statutes, County and City ordinances, including keep Tamarac Beautiful Program (Exhibit C), regulations, including future requirements which have been presently promulgated and are pending or as yet to be announced. 7.2 Sale -of Recyclable Materials Contractor shall use its best efforts to maximize the economic return from the sale of the recyclable materials. 7.3 Reputing Requirements The franchise collector shall keep records of recyclable materials picked up in the City, so as to allow the City to meet the State of Florida DER reporting requirements. These reporting requirements must be included the Hauler's/Contractor's monthly report (i.e., the number of businesses recycling, the monthly tonnage report, and a breakdown of the commodities recycled). Information must be provided on the State's approved report form as amended hereto. Section 8. Labor Force Contractor shall provide the City with written information regarding compliance with this provision upon request of the City. Contractor shall employ only such superintendents, foremen, and workmen who are reasonably careful and competent and fully qualified to perform the duties or tasks assigned to them. All employees of Contractor and/or its subcontractors, if any shall comply with all laws and regulations, and shall have sufficient skill, ability, and experience to properly perform the work assigned to them and operate any equipment necessary to properly carry out the 7 performance of their assigned duties. 0 Section 9. Equipment Contractor, at its sole cost and expense, shall furnish and maintain all Equipment as is considered reasonably necessary to perform the work in an acceptable manner and at a satisfactory rate of progress. The equipment shall be maintained in a first class, safe and efficient working condition throughout the term of the Contract and any renewal period. Contractor shall establish a regular preventative maintenance program for all Equipment and shall maintain records of preventative maintenance and other maintenance repairs to the Equipment. Contractor shall be responsible for initiating, maintaining and supervising all maintenance programs, safety precautions and programs, in connection with the work and services performed hereunder. Contractor shall establish reasonable procedures and programs to prevent property loss or damage and/or personal injury to persons, including, but not limited to, employees performing such work and all other persons who may be affected hereby. Contractor shall comply with all Federal, State, and Local rules and regulations when conducting operations pursuant to this Contract. Contractor shall maintain files and records of all citations and violations of any laws, statutes, ordinances, or regulations in the ownership, title, maintenance, or operating of the Equipment and such files and records shall be available upon reasonable notice for review by the City. Section 10. P d or 10.1 Pohrmance Bond Except as provided herein, as security the Contractor shall furnish to the City a Performance Bond, Letter of Credit or Cash Bond guaranteeing the faithful performance of this Contract. The Security shall be in a form acceptable to the City's Attorney and shall be for the term of this Contract and in an amount equal to the greater of $2,500, or a sum amounting to the annual average of three months of franchise fees for the past contract year, if less than 12 months, the actual number of months of service shall be used in calculation. The Security shall be furnished to the City by the Contractor within ten (10) days of the date of execution of this Contract or any renewal hereof. Without limiting any other indemnity provisions herein, said Security shall indemnify the City against any loss, expense, cost or damage resulting from any default by Contractor hereafter or any 8 • • failure of performance by the Contractor. The City Attorney is hereby delegated the authorityto approve not only th pp y e form of the Security, but also the financial capabilities of the surety to perform. Section 11. V?,hicUlar Identification All vehicles and equipment used by the Contractor for the Collection commercial Solid Waste shall be clearly marked with the Contractor's name in letters of a size sufficient to reasonably identify the vehicle, but not less than five inches (F) in height. In the event the City shall at any time require, the Contractor shall also assign to each of its vehicles an identifying number and shall mark the same upon said vehicles in figures not less than five inches (F) in height. Oj Section 12. Regulation f n Contain r The Contractor shall provide its Customers with appropriate p pp opriate containers for Collection of commercial Solid Waste, subject to the following requirements: (i) All such containers shall be constructed according to the generally accepted industry standards. (ii) All rolloff containers shall be covered to prevent the scattering of the container's contents while in transit. (iii)All such containers shall be cleaned and maintained on a regular basis by the Contractor so as to be in good repair. (iv) All such containers shall be clearly marked with the Contractor's name and telephone number in letters not less than two inches (2") in height. Contractor shall replace any damaged container within forty-eight (48) hours if notified by the City or its Customers. Section 13. filth and Sanitation The Contractor shall establish and enforce in its operations and among its employees such regulations in regard to cleanliness and Collection of Solid Waste as will tend to prevent the inception and spread of diseases and to effectively prevent the creation of a nuisance on any property either public or private. The Contractor shall maintain at its sole cost and expense copies of all permits and licenses required for its Collection of Solid Waste services either from the City, County, State or Federal Government. Section 14. Performance EvaluatiRn and Monitoring 14.1 Reimbursement of Cgsts Contractor shall reimburse the City for all documentable, out-of-pocket costs and expenses incurred by the City in connection with the award of this Contract to Contractor. On or before the 30th day after the end of the contract or extension thereof, the City shall submit to the Contractor a detailed list of all such costs which are reimbursable pursuant to this provision. Such costs shall be certified as to their 10 E completeness and accuracy by the City Manager and shall be deemed accurate unless the Contractor notifies the City in writing of its disagreement to any such costs within thirty (30) days after receipt thereof. Reimbursement by the Contractor to the City pursuant to this provision shall not exceed an aggregate amount of Three Thousand Five Hundred and Dollars ($3,500) and shall be paid by the Contractor 45 days after receipt of invoice from the City. 14.2 Audit Costs Contractor shall reimburse the City for all audit costs that are incurred in auditing the gross receipts of Contractor under this Contract. Such costs shall be submitted to Contractor in writing within thirty (30) days after the completion of each audit no more often than annually. Such costs shall be certified as to completeness and accuracy by the City Manager of the City shall be deemed accurate unless Contractor notifies the City in writing of its disagreement with any such cost within thirty (30) days after receipt thereof. Reimbursement pursuant to this provision shall be paid by the Contractor to the City on or before forty-five (45) days after receipt of such costs from the City and such reimbursement shall not exceed an aggregate amount of Four Thousand and no/100 Dollars ($4,000) per Contractor for any AgreeMgnt Year. Section 15. Non-ComplianceNon-Compliance by th for In the event Contractor shall fail to perform any of the material provisions of this Contract, the City shall provide the Contractor with written notice of its non-compliance, stating with reasonable particularity facts relating thereto. Thereafter, if the practice, event or condition is not reformed, corrected or otherwise made to comply with the terms of this Contract within a period of time which is reasonable in relation to the nature of the practice, event or condition of Non- compliance, but in no event more than ten (10) days from the date of the notice of violation, the same shall constitute an Act of Non-compliance. For each such Act of Non-compliance, the Contractor shall pay the City the sum of One Hundred Dollars ($100) per day for each day that such Act of Non-compliance shall continue. This remedy is hereby expressly made cumulative of other remedies available to the City at law or in equity for breach of this Contract. 11 Section 16. Terminatian by C4 16.1 T rmin for Causg 16.1.1 Default Default by the Contractor shall occur if the Contractor fails to observe or perform a material portion of it's duties under this Contract ("Default"). The City may terminate the Contractor's performance of services under this Contract in the event of Default by the Contractor and a failure by the Contractor to cure such Default after receiving notice thereof, all as provided in this subsection. Should Default occur, the City may deliver a written notice to the Contractor describing such Default and the proposed date of termination. Such date may not be earlier than the thirtieth (30th) day following receipt of the notice. The City, at its sole option, may extend the proposed date of termination to a later date. If prior to the proposed date of termination, the Contractor cures such Default, then the proposed termination shall be ineffective. If the Contractor fails to cure such Default prior to the proposed date of termination, then the City may terminate the Contractor's performance under this Contract as of such date. 16.1.2 Post Termination Seryices Upon the effective date of termination as contained in the notice, the Contractor shall, unless the notice directs otherwise, immediately discontinue all service in connection with this Contract and shall proceed to cancel promptly all existing orders chargeable to this Contract. Within ten (10) days of receipt of notice of termination, the Contractor shall submit to the City monthly reports and revenues required under this Contract to the date of termination. 16.1.3 RQmedies In addition to, or in lieu of, the termination procedure set above, the City may take any or all of the following actions in the event of a default by the Contractor: (i) If the City determines, and notifies the Contractor, that such Default poses an immediate threat to the health or safety of any person or to any property interest, and if the Contractor has not cured such Default 40 within twenty-four (24) hours after receipt of such notice, the City 12 shall have the right to perform or cause to be performed all or part of the work necessaryto cure such Default. In the event that th t e City performs such work, or causes it to be performed, the Contractor shall bear the cost of such work, and if necessary, shall reimburse the City for the cost thereof. The City shall have the right to deduct any such compensation due to the City from any sums otherwise due and owing to the Contractor. (ii) The City may make or file a claim under the Performance Bond, Letter of Credit, or Cash Bond for any damages, costs, expenses or liabilities that the City has incurred as a result of Contractor's default. (iii) City may exercise its rights under Section 15 hereof. Section 17. Books and Records The Contractor hereby agrees to maintain, at its local office or principal place of business within Broward County, adequate books and records relating to the performance of its obligations under this Contract and in a form sufficient to identify its gross receipts. The City or its auditor may request to review those books and records which are reasonably necessary to determine gross receipts and the Contractor shall provide same. Audits, upon reasonable notice, by the City shall not be performed more frequently than once a year during normal working hours. The City may, upon reasonable notice, cause an audit to be performed by City Personnel or by an independent party designated by the City of that portion of the Contractor's books and records relating to its payments for gross receipts. The cost of an annual audit pursuant to this provision shall be a reimbursable cost under Section 14 hereof. No original notes or work papers can be removed from the inspection location. Section 18. Indemnification 18.1 Contractor's „Indemnification of QV The Contractor hereby assumes risk of loss and/or injury to property and/or persons arising directly or indirectly from the performance of any of its obligations under this Contract and finther agrees to indemnify and 13 hold harmless the City, its officers, agents, servants and employees from and against any and all claims, liabilities, demands, suits, judgments, costs or expenses, including, but not limited to, expenses of litigation and attorneys' fees, arising from any such claim, loss or injury. Without limiting the foregoing, the indemnity provided herein shall specifically include any claim against the City arising out of any of the Environmental Laws (as herein defined). Section 19. Instance 19.1 General The Contractor shall not commence work under this Contract until it has obtained all the insurance required under this Contract, and such insurance has been approved by the City. Contractor shall be responsible for delivering to the City the Certificate of Insurance for approval. Contractor shall name the City of Tamarac as an additional insured on the Certificate of Insurance. All insurance policies shall be issued by companies duly licensed to write business insurance policies in the State of Florida and rated -A- or better by A. M. Best Key Rating Guide. Further, the City shall be named as an additional insured on all insurance policies (except Workers' Compensation). Certificates of each policy, together with a statement by the issuing company to the extent that said policy shall not be canceled without thirty (30) days prior written notice received by the City, and shall be delivered to the City's Risk Manager for review and approval. Insurance coverage specified herein constitutes the minimum requirements and said requirements shall in no way lessen or limit the liability of the Contractor under the terms of this Contract. The Contractor shall procure and maintain, at its own cost and expense, any additional kinds and amounts of insurance that, in its own judgment, may be necessary for proper protection in the prosecution of its work. 19.2 Compensation Insurance The Contractor shall maintain, during the term of this Contract and any renewals, Workers' Compensation Insurance on all of its employees to be engaged in work under this Contract, and shall require the same from any subcontractors used. In the event that any class of employees engaged in hazardous work pursuant to this Contract is not protected under the Workers' Compensation Statute, the Contractor shall provide adequate employer's general liability insurance for the protection of employees not 14 so protected. 19.3 Comprehensive Gencral Liability, Insurance The Contractor shall procure and shall maintain during the term of this Contract and any renewals Public Liability and Property Damage Insurance in an amount not less than $1,000,000 combined single limit coverage for bodily injury, death and property damage (except automobile). 19.4 Automobilg Inaurance The Contractor shall procure and maintain, during the term of this Contract and any renewals, Comprehensive Automobile Liability Insurance in an amount not less than $1,000,000 combined single limit coverage for bodily injury, death, and property damage (automobile). 19.5 Excess Umbrella LiabiftThe Contractor shall procure and maintain, during the term of this Contract and any renewals, Excess Umbrella Liability Insurance in an amount not less than $1,000,000 coverage in excess of Automobile and Bodily Injury/Property Damage coverages. 19.6 Scope f Insurance The insurance required under the above paragraphs shall provide adequate protection for the Contractor against damage claims which may arise from is operations under this Contract, whether such operations be by the insured or by anyone directly or indirectly employed by the insured. The City shall be named as an insured on all of Contractor's insurance policies provided for herein. 19.7 Local Agent FQr Insurance And Bonding The insurance and bonding companies with whom Contractor's insurance and cash bonds are written shall be licensed to do business in the State of Florida and shall be represented by an agent or agents having an office located in the State of Florida. Each such agent shall be duly qualified, upon whom service of process may be had, and must have authority and power to act on behalf of the insurance and/or bonding company to negotiate and settle with the City, or any other claimant, or any property owner who has been damaged, may have against the Contractor, insurance, and/or bonding company. The name of the agent or agents shall be set forth on all such bonds and certificates of insurance. Contractor shall keep the required insurance in full force and effect at all times during the term of this Contract, and any renewals thereof. Contractor shall furnish to City a Certificate of Insurance on a form furnished and approved by City, 15 evidencing the Contractor has obtained the required insurance coverage. At the request of the City the original policy shall be provided for inspection. All policies must rove that p P they may not be changed or canceled by the insurer in less than thirty (30) days after the City has received written notice of such change or cancellation. Such insurance amounts may be reviewed upward at City's request, and Contractor shall revise such amounts within thirty (30) days after receipt of such request. Section 20. Contractor's Local Office 20.1 QfflSg/Managing Agent Throughout the term of this Contract, the Contractor shall establish and maintain a local office or authorized managing agent within the Broward County and shall designate in writing within ten (10) days of execution of this Contract the agent upon whom all notices may be served from the City. Service upon Contractor's agent shall always constitute service upon the Contractor. 20.2 Hours Contractor's local office shall be open during collection hours so that customers can lodge complaints, request for information, and requests for service. At a minimum, the Contractor's local office shall be available during the hours of 8:00 a.m. to 5:00 p.m., local time, Monday through Friday. 20.3 Staff n� Contractor's local office shall have a responsible person in charge during collection hours on collection days, shall be equipped with sufficient telephones, a local telephone number, and sufficient attendants to receive telephone calls. Attendant(s) shall receive calls in a courteous and polite manner, record all complaints, and resolve all complaints in an expeditious manner within the next business day. Section 21. Customer Cq mVlgints Contractor shall within ninety (90) days of the Commencement Date of this Contract establish a written procedure for handling all service complaints from Customers. A copy of such procedure shall be kept at the local office of Contractor and provided to the City within such ninety (90) day period. At a minimum the Customer complaint procedure shall provide that all Customer complaints shall be resolved within the next business day of receipt of such complaint. Further the 16 Contractor shall supply the City upon request with copies of all complaints indicating the date and M hour of the complaint, the nature of the complaint and the manner and timing of its resolution. The p g Contractor shall maintain a customer complaint log during the term of this contract. If a complaint is not resolved tothe satisfaction of the customer the City shall have the right to intervene on behalf of that customer. Section 22. Miscellaneous Provisims 22.1 Indepodent Contractor The relationship of the Contractor to the City shall be that of an independent contractor, and no principal -agent or employer -employee relationship between the parties is created by this Contract. By entering into this Contract with the City, Contractor acknowledges that it will, in the performance of its duties under this Contract, be acting as an independent contractor and that no officer, agent or employee of the Contractor will be for any purpose an employee of the City and that no officer, agent or employee of the Contractor is entitled to any of the benefits and privileges of a City employee or officer under any provision of the statutes of the State of Florida and ordinances of the City. 22.2 Non -waiver of Eowers and Remlations This Contract shall not be taken or held to imply the relinquishment or waiver by the City of its power to make other reasonable requirements or regulations pertaining to the subject matter hereof, and the City hereby expressly reserves the right to make all regulations which may be necessary or proper to secure the safety, welfare and accommodation of the public, including, but not limited to, the right to adopt and enforce regulations to protect and promote the health and general welfare of the public from danger and inconvenience in the management and operation of garbage, and Solid Waste services detailed herein. Further, nothing herein contained shall constitute a waiver of any of the requirements of the rules and regulations heretofore adopted by the City, including the right to make such changes and amendments to said rules and regulations as said City may deem to be advisable and necessary to protect the public health and general welfare of its inhabitants. 22.3 Venue This Contract shall be considered consummated in Broward County, Florida. • All actions brought hereunder shall be brought exclusively in Broward County, Florida. 17 22.4 E h ibits The Exhibits "A", "B", and "C", are incorporated herewith by reference for all purposes as though fully set forth. 22.5 Paragrgph Headings The section and paragraph headings contained herein are for the convenience in reference and are not intended to define or limit the scope of any provision of this Contract. 22.6 Entire Agreement This Contract constitutes the entire agreement and understanding between the Parties relating to the subject matter, and it shall not be modified, altered, changed or amended in any respect unless done so in writing and approved by Resolution of the City Commission of the City. 22.7 Bankruptcy This Contract shall terminate in the case of bankruptcy (whether voluntary or involuntary) or insolvency of the Contractor. In the case of bankruptcy, such termination shall take effect on the day and at the time that the bankruptcy action is filed. 22.8 Discriminati2n Prohibited: Affirmative Action Contractor, in the execution, performance, or attempted performance of this Contract, shall not discriminate against any person or persons because of sex, race, religion, color, or national origin, handicap or marital status. The said Franchise Collector's employees or applicants for employment (as provided in Title VI of the 1964 Civil Rights Act, and the Florida Human Rights Act of 1977) understand and agree that this Contract is conditioned upon the veracity of this Statement of Assurance. Furthermore, the Franchise Collector herein assures the City that said Franchise Collector will comply with Title VI of the Civil Rights Act of 1964 when federal grant(s) is/are involved. Other applicable Federal and State laws, Executive Orders, and regulations prohibiting discrimination as hereinabove referenced are included by this reference thereto. This Statement of Assurance shall be interpreted to include Vietnam -Era Veterans and Disabled Veterans within its protective range of applicability. The Contractor must be an Equal Opportunity Employer and have an affirmative action plan. 22.9 Timo 1s of the Essence Time shall be deemed to be of the essence of this Contract whenever time limits are imposed herein for the performance of any obligations by any of the Parties hereto, or whenever the accrual of any rights to either of the Parties hereto depends on the passage of time. 18 22.10 RighUo Require Performance The failure of the City at any time to require performance by the Contractor of any provisions hereof shall in no way affect the rights of the City thereafter to enforce the same, nor shall waiver by the City of any breach of any provisions hereof be taken or held to be a waiver of any succeeding breach of such provisions or as a waiver of any provisions itself. 22.11 UnenforceabIO-misions If any provision of this Contract shall be declared illegal, void or unenforceable, the other provisions shall not be affected and shall remain in full force and effect. 22.12 Notices Any notice required or permitted to be delivered hereunder shall be in writing and shall be deemed to be delivered, whether or not actually received, when deposited in the United States mail, postage prepaid, certified mail, return receipt requested, addressed to the respective party at the address set forth below: Contractor: ENVIRONMENTAL WASTE SYSTEMS, INC. 2455 E. Sunrise Blvd. . Penthouse West Ft. Lauderdale, FL 33304 (954) 797-4944 City: City Manager City of Tamarac 7525 Northwest 88th Avenue Tamarac, Florida 33321-2401 Telephone: (954) 724-1230 With a copy to: City Attorney City of Tamarac 7525 Northwest 88th Avenue Tamarac, Florida 33321-2401 Telephone: (954) 724-1240 22.13 FormMajeurg Neither the Contractor nor the City shall be liable for the failure to perform its duties if such failure is caused by a riot, war, governmental order or regulation, strike, act of God, or other similar or different contingency beyond the reasonable control of 19 the Contractor. 22.14 ftjprContracts This Contract supersedes and replaces all verbal communications p P agreements and any previous written contracts, and effective immediately, which contract, upon the effective date of this Contract shall be null and void and of no further force and effect. 22.15 Approygl by -.the Cily Commission This Contract shall not be considered fully executed or binding or effective on the City until the same shall have been approved and accepted by the City Commission of the City of Tamarac in open meeting as required by law and executed by the Contractor and the City. After such approval and acceptance, the City shall deliver to the Contractor a certified copy of the Resolution as evidence of the authority of the person authorized to bind the City to the terms, covenants and provisions of this Contract and to perform the same in accordance herewith. 22.16 Compliance with Lawa Contractor, its officers, agents, employees, and contractors, shall abide by and comply with all laws, federal, state and local. It is agreed and understood that, if City calls the attention of Contractor to any such violations on the part of the Contractor, its officers, agents, employees, contractors, then Contractor shall immediately desist from and correct such violation. 22.17 RjghUo periodic reviews. The City shall have the right to conduct periodic public meetings, to review and consider the performance of the contractor regarding its compliance with the material terms of the franchise, any amendments desired by the contractor, the need for any future new services, and potential amendments to the franchise reflecting service requirement changes based on advancements in technology or demonstrated community needs. 22.18 Changes in law. Should the State of Florida, City, County, United States or Federal agency, or any State or Federal Court, or any agency thereof require either Broward County, City of Tamarac, or the Contractor to act in a manner which, affects or, is inconsistent with any provisions of the Franchise Documents, the City Commission shall be authorized to determine whether a material provision of the Franchise Documents is affected in relation to the rights and benefits conferred by the Franchise Documents upon the City or the public. 20 • • Upon such determination, the City and Contractor shall negotiate in good faith to modify or amend the franchise to such extent as may be necessary to carry out the full intent and purposes thereof in relation to the rights and benefits of the City, or the public. 22.19 Agg9unling standgEds. Not less than annually, the Contractor shall provide the City with an unqualified certification of an independent certified public accountant certifying the accuracy of the monthly franchise fee payments paid within the preceding twelve (12) months. 21 0 Cily of Tamarac Agrggment for Commercial as a Haulgrs This Contract shall be effective this the day of 1996, which shall be the Commencement Date hereof. ATTEST: di1 ---1' 1 - • n " Robert S. Noe, Jr., City Manager ATTEST: Carol A. Evans City Clerk • THE CITY OF TAMARAC, FLORIDA By: - orman Abramowitz, ayor Date:_ y� Robert S. Noe, Jr. City Manager �■r r PX STATE OF FLORIDA :SS COUNTY OF I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgements, personally appeared llv_�A-a,nr,wd-z Qhfil-• to me known to be the person(s) 4escribed in and who executed the foregoing instrument gg'v62 y cr, and I&f acknowledged before me that executed the same. • WITNESS my hand and official seal this ._L day of krc.� 1996. z��Rv ape!'Cp BEA 'Y OF Fly K ROM UM ucx0 76 O, BER P. 19�CY MA96 Personally known to me, or Produced identification ( ) DID take an oath, or ( �/) DID NOT take an oath. L� �Lbo--% NOTARY PUBLIC, State of Florida at Large -69FA) sak _ (Name of Notary Public: Print, Stamp, or Type as Commissioned) Type of I.D. Produced 23 City of Tamarac Agreement_for Commercial Waste Haulers 0 ATTEST: ENVIRONMENTAL WASTE SYSTEMS. INC, �I J 41 By. -�- Coruomt�. Se Lary ALBERT CASAGR DE�Presientd� b (%orb ,orate Neal) STATE OF FLORIDA :SS COUNTY OF ?3RcL;SQ/S I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgements, personally appeared to me known to be the person(s) described in and who executed the foregoing instrument and acknowledged before me and under oath that executed the same. WITNESS my hand and official seal this 14k day of TV-:!2- . 1996. NOTARY PUB IC, State of Flori t a Ax s A TONY DE CUZMAN !VOTARY PUBLIC STATE OF Ft:ORIDA COMMISSION NO, CC378358 MY COMMISSION EXP, TUNE 2,1998 (Name of Notary Public: Print, Stamp, or Type as Commissioned) Personally known to me, or ( ) Produced identification Type of I.D. Produced ( ) DID take an oath, or ( ) DID NOT take an oath. 24 A1:111:11® CERTIFICATE OF ATE IMM/DDfYY) INSURANCE D02/08/96 N R- ENVIR-3 02/08/96 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION NEXT Risk Manavement ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE William F. Comiskey, Jr., CIC HOLDER. THIS CERTIFICATE DOES AIOT.AMSND,-EXTEND OR 1900 Glades Road, Suite 355 ALTER THE COVERAGE AFFORDED'SY-THE POLICIES BELOW. Boca Raton FL 33431-7333 COMPANIES AFFORDING COVERAGE Comiskey, Jr., CIC 746134 COMPANY A National UnAon'4j 8r, Tns, r�Q. �- o. 407-338-04$$ Fax No. in RED COMPANY B Interstate Fire & Casualty COMPANY , Environmental Waste Systems, Inc. ^ V 0 U. P.O. Box 4817 COMPANY Lw i 1 i i + r-'. I �, ,'t .. • i..1% Miramar, FL 33083-4817 D COVERAGES THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MM/DD/YY) POLICY EXPIRATION DATE (MM/DDNY) LIMITS GENERAL LIABILITY GENERAL AGGREGATE $ 2,000,000 X PRODUCTS - COMP/OPAGG $ N/A A COMMERCIAL GENERAL LIABILITY GLA1210847 05/22/95 05/22/96 CLAIMS MADE � OCCUR PERSONAL &ADV INJURY $ 1,000,000 EACH OCCURRENCE S 1,000,000 OWNER'S & CONTRACTOR'S PROT X FIRE DAMAGE (Any one firel $ 50,000 Including .Completed 0 s MED EXP (Any one person) $ 5,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $1,000,000 A ANY AUTO BA1350440 05/22/95 05/22/96 BODILY INJURY $ ALL OWNED AUTOS X SCHEDULED AUTOS (Per person) X BODILY INJURY $ HIRED AUTOS NON -OWNED AUTOS (Per accident) PROPERTY DAMAGE $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN AUTO ONLY: ANY AUTO EACH ACCIDENT $ AGGREGATE $ EXCESS LIABILITY EACH OCCURRENCE $ 3,000,000 B X UMBRELLA FORM UM01006729 05/22/95 05/22/96 AGGREGATE 0,000,000 $ OTHER THAN UMBRELLA FORM WORKERS COMPENSATION AND STATUTORY LIMITS EMPLOYERS' LIABILITY EACH ACCIDENT $ THE PROPRIETOR/ INCL DISEASE - POLICY LIMIT $ PARTNERWEXECUTI V E DISEASE - EACH EMPLOYEE $ OFFICERS ARE: EXCL OTHER DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS EIA/AIGRM (102008) CERTIFICATE HOLDER CANCELLATION; TAMAO 01 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL City of Tamarac 3 0 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, Attn: Dina M. McDermott 7525 N.W. 88th Avenue BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY Tamarac, FL 33321 OF ANY KIND UP4 THE COMPANY, ITS AGEN104PPPRESENTATI 8. AUTHORIZED REPR AT V W.F. Comiskey, Jr., CIC 746134 /TION ACORD 25-S (3/93) '0ACORD CO POR 1993 LIST OF EXHIBITS • Exhibit "A" - Intergovernmental Agreement between the City of Tamarac and Broward County Exhibit "B" - Performance Standards Exhibit "C" - Keep Tamarac Beautiful Program • 0 25 0 EXHIBIT "A" INTERLOCAL AGREEMENT BETWEEN TAMARAC AND BROWARD COUNTY 0 26 EXHIBIT "B" CITY OF TAMARAC PERFORMANCE STANDARDS l . Commercial Container Collection (a) Container Sized available: Based on General Industry Standards (b) Schedules Available: Six times weekly (for food establishments), or minimum of once per week (See Section 19.2 (a) & (b) of Tamarac City Code for further details). (c) Hours of Operation: See Section 9.86 through 9.91 of Tamarac City Code. (d) New -Service: A listing will be maintained in the Yellow Pages. (e) Blocked Containers: If access to a container or the equipment is blocked to prohibit the collection or interfere with collection in any manner, customer will be notified and one additional attempt for collection shall be made by the Company's vehicle within a reasonable time period. (f) Overfilled Containers: Container will not be emptied if a safety hazard exists. Customer will be contacted to remove excess. The pickup will be rescheduled when excess refuse has been removed. (g) Container Maintenances Containers that have been damaged will be exchanged or repaired within 5 working days of notification. If the damage is not due to servicing or a defect in materials and workmanship, a fee will be charged to the customer. The amount will depend on the repairs needed. All containers will be exchanged or maintained at no greater than 24 month intervals to maintain a good appearance considering type of refuse generated, normal wear and weathering. If an unsightly condition develops due to fire, paint or other causes beyond the control of the Contractor, the container will be exchanged upon the request of the customer. (h) Qdor wd Insect Control: The customer will be responsible for odor and insect control in and around containers. 27 (i) Non -Payment: Customers will be notified in writing no more than 45 days past due. If unpaid after 60 days, customer will be notified in writing that service is being suspended until account is paid in full. Notification will be sent to the City of Tamarac's Code Enforcement Division. 0) 3Ypjaht; Customer shall not overload containers in excess of the acceptable industry standards. Contractor may charge customers for extra trips or waiting time caused by such overloading. If customer refuses to remove such material, company or company's agents may remove such material. 2. General (a) Office Hours: 8:00 .am. - 5:00 p.m., Monday through Friday. (b) Holidays: New Year's, Memorial Day, July 4th, Labor Day, Thanksgiving, Christmas. Pickups scheduled for these days will be omitted. (c) Weather permitting, all vehicles used by the Contractor shall be washed one time per week. (d) The Franchise Collector shall preserve from damage all property along the route of the Collection Services, or which is in the vicinity of or is in any way affected by the is performance of the Collection Services. This applies, but is not limited, to the public utilities, trees, lawn areas, building monuments or markers, fences, pipe, and underground structures, public streets, (except natural wear and tear of streets resulting from legitimate use thereof by the franchise collector), and wherever such property is damaged due to the activities of the Franchise Collector, it shall be restored, within a reasonable period of time to, its prior condition by the Franchise Collector at its own expense. The franchise collector shall act in good faith. C� 28 EXHIBIT "C" KEEP TAMARAC BEAUTIFUL PROGRAM The City of Tamarac will continue to pursue the Keep Tamarac Beautiful Program. *Educating and involving citizens, businesses, community organizations and government in responsible voluntary actions that will influence citizen participation in promoting a cleaner, safer, healthier, and more beautiful community. *Studying, investigating and developing plans for the cleanliness of the City. *Furthering the advancement of geographical recycling 'through education, promotion, solicitation of funds and implementation of facilities and programs on the local level. *Soliciting and accepting donations and appropriations of monies, services, products, property, facilities and disbursement of said funds for the accomplishment of the objectives of this program. • 6 7 6 9 10 11 12 13 14 15 17 .9 19 20 21 22 23 24 25 27 28 29 0 31 32 33 34 36 Intrc�.uced by: CIR ,l [.v Temp. Peso. #4552 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-87-_ff A RESOLUTION APPROVING AND AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO EXECUTE AS4 INTERLOCAL AGREEMENT WITH BROWARD COUNTY FOR SOLID WASTE DISPOSAL SERVICE, PERTAINING TO RESOURCE RECOVERY; A14D PROVIDING AI4 EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF TAMARAC, FLORIDA: SECTION 1: That the City Council of the City of Tamarac hereby approves an Interlocal Agreement between the City of Tamarac and Broward County, pertaining to resource recovery, attached hereto and made a part hereof as Exhibit "A"; SECTION 2: That the appropriate City Officials are hereby authorized to execute said Interlocal Agreement. SECTION 3: This Resolution shall become effective immediately upon adoption. PASSED, ADOPTED AND APPROVED this�� jf�, 1986. —qYDVt EY''A. STEIN Itt MAYOR ATTEST: �- �� "S'; --, 4 e� /� CAROL E. a BARBL.r CITY CLERK I HEREBY CERTIFY that I have approved this RESOLUTION as to form. GATE •\ ITS T ORNEY MAYOR: HART - , DIST. 1. C/M ROHR — DIST. 2: C/M STELZER DIST. 3: C/M HOFFMAN _ :7. 4: V/A1 STEIN rI C7 E A N I N T E R L O C A L A G R E E M E N T w I T H 6 R O M A R D C O U N T T F0 R S Q L I D W A S T E D 15 P O S A L S E R V I C E 1 ARTICLE ..yam 1 2 3 4 b e 7 e 9 10 I N D E X PACE 1 BACXCROUND................................. 7 DEFINITIONS ......... CONSTRUCTION OF FACILITIES / COMMITMENT OF WASTE STREAM ...................... OBLIGATIONS RELATING TO OPERATIONS .......... RESOURCE RECOVERY BOARD / SPECIAL DISTRICT .- TIPPING FEES AND SERVICE CHARGES ............ COLLECTION OF TIPPING FEES .................. ANNUAL AUDIT ................................ ADDITIONS AND IMPROVEMENTS TO THE RESOURCE RECOVERY SYSTEM .......................... ER OBLIGATIONS INDEBTEDNESS DS Of ANYCONTRACTNCOMMUNITY .... RELATIONSHIP OF THE PARTIES ................ MISCELLANEOUS ............................... INDEMNIFICATION ............................ CONTRACTS WITH HAULERS ... ......... .•.••••. CESSATION .................................. DURATION................... EXHIBIT A Names Of the Contract Communities ....... EXHIBIT B Names to whom Notices Are to be Directed EXHIBIT C Ordinance Establishing Solid waste Flow control .......... EXHIBIT D ordinanceDisposal the District warSolid District........ --.-.. EXHIBIT E Ordinance APProving the Ordinance Creating the Broward Solid waste Disposal District ..................... it 15 17 to 31 37 39 40 43 -� 43 44 52 52 53 54 97 ee 39 90 $I • • • C� EXHIBIT F Summary of County's Costs of Meeting Its Disposal Obligation 62 11 MII r� • A C R E E M E N T This Agreement dated for convenience November 29. 1966. by and between: BROWARD COUNTY, a political subdivision of the State of Florida. itf successors and assigns, by and through its Board of County Commissioners. hsreinafter referred to as "COUNTY"i AND The municipalities whose names appear in Exhibit "A". attached hereto and made a part thereof. their successors and assigns, hereinafter referred to as "CONTRACT COMUNITIES." ARTICLE I BACKGROUND 1.1 General Statement. In order to establish the background. context and frame of reference for this Agreement and to provide a general background regarding the objectives and Intention$ of the COUNTY and the CONTRACT COMMUNITIES, the following statements. representations and explanations are predicates for the undertakings and commitments included within the provisions which follow and shall be construed as essential • • elements of the mutual considerations upon which this Agreement is based. 1.2 Historical Background And Findings Because of Broward County's contour, elevation and high ground water level, disposal of solid waste through landfills has been discouraged_ The United States Congress and Legislature of the State of Florida (the "State") have discouraged the dumping or burying of solid waste matter and the use of sanitary landfills as the ■ale method of disposal Of solid waste. The COUNTT and the CONTRACT COMMUNITIES, therefore, make the following findings: (a) Because of environmental concern■ with utilisation of landfilling as the solo' `method of disposal of solid waste generated by the residents and businesses of and visitors to Broward County. Florida, the CONTRACT COMMNITIES and COUNTT have sought a joint solution to such concerns. Ib) The CONTRACT COMMUNITIES and COUNTT have found and determined that the policy of the United States Congress regarding the elimination of solid waste as provided in 42 U.S.C. Section 0901 to toward recovery of resources from such waste. �c) The United States Congress has found with respect to energy thati 1. Solid waste represents a potential source of solid fuel. oil. or gas that can be converted into energy, g. The need exists to develop alternative energy sources for public and private consumption in order to reduce the nation's dependence on such sources ea .petroleum products. natural gas. nuclear and hydro -electric generation, and exists to produce energy from solid g. Technology waste. (d) Chapter 40'J. Part 1V. Florida Statutes. sets forth the Recovery and Management Act. State of Florida Resource The Act's purpose Is to require plans and regulations for the storage. collection. transportatlor,. separation. Processing. recycling and disposal of solid waste to protect the public's health. safety and Weller@. Likewise. such Act has deemed It a Public purpose to establish and maintain a stet@ program for the planning and technical assistance of resource recovery and management through. among other things' the promotion of recycling. rouse or treatment of solid -3- r� LJ waste. including recycling of solid waste to produce electric power_ (a) Additionally, Section 403,713. Florida Statutes. provides that the municipalities undertaking resource recovery of solid waste pursuant to general law or special law may control the collection and disposal of solid waste for the purpose of insuring that resource recovery facilities receive an adequate quantity of waste from solid waste generated within the boundaries of the local governmental Jurisdiction. (1) The amendments to the StaLA Comprehensive Plan adopted by the State in 1989 (Chapter 107. F.S.) establishes a number of policies regarding energy production and the reduction of solid waste'landfilling including: 1. Energy Policy No. S - Reduce the need for new power plants by encouraging end -use efficiency, reducing peak demand and using cost-effective alternatives. E. Energy Policy No. 9 - Promote the use and development of renewable energy resources. S. Waste Policy No. 1 - ey 1995. reduce the volume of non -hazardous solid waste disposal in landfills to 55 percent of the 1983 volume. 4 Waste policy No. 7 - Encourage the research, development and implementation of recycling resource recovery, energy recovery and other methods of using garbage, trash. sewage, slime, sludge, hazardous waste, and other waste. 1.3 The COUNTY and representatives of CONTRACT COMMUNITIES have jointly developed a eomprehensive solid waste disposal and resource recovery program including cooperation in preparation of Request For proposal documents and sub saqusnt selection of the full service contractors for the northern and southern facilitias through the selection and negotiation process. 1.4 it is recognised by CONTRACT COMMUNITIES and COUNTY that the proposed resource recovery system to be constructed. operated, maintained and repaired by the COUNTY or full service contractors retained by the COUNTY will be done in reliance upon the existence of the committed flow of solid waste of the CONTRACT COMMUNITIES and unincorporated County and the revenue generating capabilities of the special district provided for herein. 1.5 It is further recognised by CONTRACT COMMUNITIES and COUNTY that the COUNTY Is entering into this Agreement both representing untncorporated County. a waate generation area -5- • • • • with solid waste requiring disposal. and COUNTY. as the party assuming the obligation under this Agreement for the disposal of solid waste for the CONTRACT COMMUNITIES as well as for the unincorporated County. 1.6 lnterlocal Agreement (a) This Agreement is an interlocai agreement entered into pursuant to Section 163.01. Florida Statutes. the Florida Interlocal Cooperation Act of 1959. as amended. (b) Prior to the effectiveness of any provision of this Agreement and subsequent amendments hereto. this Agreement and any such subsequent amendments shall be filed with the Broward County Clerk of the Circuit Court a■ provided by Section 163.01(11). Florida Statutes. 1.7 Construction of lnterlocal Agreement The word "shall" as used In this Agreement shall In all cases be construed to be mandatory and to require the action so modified by the word "shall" to be taken without regard to the exercise of discretion. ARTICLE 2 DEFINITIONS The following contains the definitions of the terms as applied to this Agreement. 2.1 Administrator. The term "Administrator" or "County Administrator" shall mean the County Administrator of the Broward County government as provided by the Charter of Broward County, Florida. 2,2 Board of County Commissioners- The term "Board of County Commissioners" or "County Commissioners" shall mean the r Board of County Commissioners of steward County —Florida. 2.3 Cltlzen Weste Receiving Facilities. The term "citizen waste receiving facilities" shall mean facilities for accepting solid waste from Other than haulers. The term is to apply to facilities provided for collection of household trash from house cleaning and the llke. Citizen waste receiving facilities shall not be deemed to be a part of the resource recovery system. 2.4 Construction Contract. The term "construction contract" shall mean the contracts entered Into by the COUNTY and SES steward Company, Limited Partnership pursuant to Rasolution No. 9e-3007 dated August 19. 199e. and Steward Waste Energy -7- �J C� C� 0 • Company, Limited Partnership pursuant to Resolution No. 86- 3750 dated September 30, 19e6. and any successors thereto to design, construct. test, maintain. repair and have accepted the southern facility and northern facility, respectively. or any other full service contractor, to des►gn. construct, test, maintain, repair and have accepted a part of the resource recovery system. 8.3 CONTRACT COMWUNITY. The term "CONTRACT COMMUNITY" or "CONTRACT COUKUNITIES" shall mean the municipal corporation or corporations existing under the laws of the State of Florida. located within the COUNTY that enter into this Agreement with the COUNTY and whose names appear In Exhibit A to this Agreement. 2.0 COUNTY_ The term "COUNTY" shall mean Hroward County, Florida, a political subdivision of the State of Florida. 2.7 Disposal Facilityfies). The term "disposal facilitytissl" means that portion of the resource recovery system where solid waste will be disposed of within the resource recovery system. &.8 Disposal Obligation. The term •disposal obligation" shall mean the obligation of the COUNTY to provide for the disposal of all solid waste generated in each CONTRACT COMMUNITY and In the unincorporated County and delivered to a resource ....very system disposal facility or transfer station designated pursuant to the plan of operstions. Z,e Facility Operator. The term facility operator" shall mean full service contractors or other operators of a part of the resource recovery system including the COUNTY. 2.10 Fiscal Year. The term "fiscsl year" shall mean October 1 to September 30. 1.11 Full Service Contractor(,). The term "full service contrsctor(s)" shall mean a person. firm or corporation that has entered or will enter into an agreement or agreementss with the COUNTY to design. Construct, test. maintain. repair facilities and operate resource recovery system disposal or system a m a transfer stations within the resource recovery systend shall mean as to the southern facility SES Broward Company. Limited Partnership and as to the northern facility Brovard Waste Energy company, Limited Partnership and any respective successors thereto. 2.11 Haulers. Th• term "haulers" shall mean those persons. firms or corporstions or governments, agencies responsible tur►der ether oral or written Contract. or otherwise) for the collection of solid waste within the geographic boundaries of the CONTRACT COMMUNITYfIES) or the unincorporated County and the transportation and dellverY of such solid waste to _p- C-I C� • the resource recovery system as directed in the plan of operations. 2.13 Northern Facility. The term "northern facility" shall mean that part of the resource recovery system. including any landfill, serving the CONTRACT COIWNITIES and the unincorporated County located ►n the northern part of the COUNTY, as directed In the plan of operations. Z.14 Plan of Operations. The term "plan of operations" shall mean the plan for the operation of the resource recovery system adopted. amended or revised by the Resource Recovery Board In the manner set forth +n Section 4.7 hereof. 2.19 processable Waste. The term "processable waste" shall mean that portion of the solid waste ■tream which 1s capable of being processed In a mass burn resource recovery facility. Including. but not be limited to. all forms of household and other garbage. trash. rubbish. fetus*. combustible agricultural. commercial and light Industrial waste. cosmercial waste. leaves and brush. paper and cardboard. plastics, wood and lumber, rags. carpeting, occasional tires. wood furniture. mattresses. stumps. wood pallets: timber, tree limbs. ties. and logs, not separated and recycled at the source of generation. but excluding unacceptable waste and unprocessable west*. except, to the extent consistent with the regulatory and permit 0 -10- requirements applicable to the processing of waste by a mass Y burn resource recovery facility, such minor amounts of such waste (other than hazardous waste) as may be contained in the normal proeessable waste stream. ce Recovery Board" 2.15 Resource Recovery Board. The term "Resour Shall mean the Governing Board of the special district to be established by the Board of County Commissioners pursuant to Section 123.01(5)(4)• Florida Statutes. and this Agreement which performs such responsibilities as set forth in this Agreement. 2.17 Resource Recovery System- The term "resource recovery «- system" shall mean the facilities which are constructed. operated. maintained and repaired or caused to be constructed. operated. maintained and repaired pursuant to this Agreement far the purpose of transfer or disposal of solid waste of the CONTRACT COMUNITIE5 and -the unincorporated County and the recovery and sale of materials and energy. therefrom. Including all landfills. contingency landfills, transfer stations. treatment facilities and electrical generation facilities all attendant to the resource recovery system. Excluded from this definition is the COUNTY landfill located in the Town of Davie which is in existence as of the date of the execution of this Agreement. =11 im 0 • • • • 2.18 Service Agreement(s). The term "service agreement" shall mean the agreements entered into between the COUNTY and SES Broward Company, Limited Partnership pursuant to Resolution No. 86-3007 dated August 19. 1986, and Broward Waste Energy Company, Limited Partnership pursuant to Resolution No. 86- 3750 dated September 30, 1980, respectively for the purpose of operating, maintaining and repairing the southern facility and northern facility. respectively, or any other full service contractor for the purpose of operating, maintaining, and repairing a part of the resource recovery syatem. 2.19 Solid waste. The term "solid waste" shall mean proeessable waste and unprocessable waste. but excludes unacceptable was ta. _v 2.i0 Southern Facility. The term "southern facility" shall mean that part of the resource recovery system. including any landfill. serving the CONTRACT COUMNiT1ES and the unincorporated County located in the southern part of the COUNTY. a■ directed in the plan of operations. 2.31 Tipping Fee. The term "tipping fee" shall mean the fees Imposed pursuant to Article 6 and collected pursuant to Article 7 of this Agreement from haulers delivering solid waste to the resource recovery system. Z.2Z Ton. The term "ton" is used to express a unit of weight ' equal to two thousand (2,000) pounds or .907 metric tons 2.23 Transfer Stations. The term "transfer stations" means the sites and receiving facilities constructed. operated. maintained and repaired by the COUNTY or a full service contractor retained by the COUNTY for the acceptance of solid waste for transfer to resource recovery system disposal facilities because a part of the resource recovery system is not operational. Other transfer facilities including citisen waste receiving facilities and those used by haulers for reasons other than previously described shall tem. not be considered a part of the resource recovery Sys The term."unacceptable waste" shall 2,24 Unacceptable Waste. mean motor vehicles. trailers. comparable bulky items oI machinery or equipment, highly inflammable substances. hasardous wasteo sludges. pathological and biological wastes. liquid wastes. sewage• manure, explosives and ordinance materials. and radioactive materials. Unacceptable waste shall also include any other material not permitted by law or regulation to be disposed of at a landfill unless Such landfill is specifically designed. constructed and licensed or permitted to receive such material. Nerve of such material shall constitute either processable waste or unproeessable waste. Haulers shall not knowingly deliver such unacceptable waste to and the COUNTY -13- • C` r� • or full service contractors shall have the right to exclude such unacceptable waste from the resource recovery system. 2.25 Unincorporated County. The term "unincorporated County shall mean that part of COUNTY which is not within the boundaries of any municipal corporation. Unincorporated County shall be treated In all respects under the terms and conditions of this Agreement as a CONTRACT CDLIUUNITY. 2.25 Unprocessable Waste. The term "unprocessable waste" shall mean that portion of the solid waste stream that is predominantly noncombustible and therefore. should not be processed in a mass burn resource recovery system. Unprocessable waste shall include. but not be limited to. metal furniture and appliances. concrete rubble. mixed roofing materials. noncombustible building debris. rock, gravel and other earthen materials, equipment. wire and cable. and any item of solid waste exceeding six feet in any one of its dimensions or being In whole or in part of a solid mass. the solid mass portion of which has dimensions such that a sphere with a diameter of eight inches could be contained within such solid mass portion. and processable Waste Ito the extent that it to contained in the normal unprocessable waste stream). This term excludes unacceptable waste. Haulers ■hall net knowingly deliver unacceptable waste to and the COUNTY or full service contractors shall have the right to exclude unacceptable waste from the resource recovery facilities. -14- • ARTICLE 3 CONSTRUCTION OF FACILITIES/ COMMITMENT OF WASTE STREAM 3.1 The COUNTY shall cause to be constructed. operated. maintained and repaired a resource recovery system located within Broward County for the purpose of disposal of all solid Waste collected in each CONTRACT COMMUNITY and unincorporated County and delivered to the resource recovery Sys t am. 3.2 During the duration of this Agreement a, defined in Article 1i hereof. the CONTRACT CObp,{UNITIES and the COUNTY for the unincorporated area shall cause all of the solid waste generated within each of their respective boundaries to be collected. transported. delivered and deposited at the facilities of the COUNTY resource designated receiving recovery system pursuant to the plan of Operations as set forth in Section 4.7. 3.3 Each CONTRACT COMUNITY and COUNTY for the unincorporated area agrees to enact prior to March 31. 1107. a waste flow control ordinance as set forth in Section 403.713. Florida. Statutes fas may be amended from time to time). directing that all solid waste generated within their respective geographic boundaries be delivered to the resource recovery -15- 0 • • system transfer or disposal.facillty or facilities designated In the plan of operations. The solid waste flow control ordinance shall be substantially in the form of Exhibit C attached hereto and made a part hereof.Each patty agrees to include in any contracts or contract amendments with haulers executed after the date of execution hereof. a provision that all solid waste shall be delivered to the resource recovery system transfer or disposal facility or facilities designated in the plan of operations and to enforce such provision. The COUNTY shall be a third party beneficiary of such provision. 3.4 A resource recovery system disposal facility may burn processable waste to produce electrical energy to be sold to purchasers of electrical energy. Such facility may also provide for the separation and sale of ferrous and nonferrous metals and other materials which may be separated either prior to or subsequent to the burning of the processable waste necessary to produce electrical energy. Upon delivery to the resource recovery system. neither the unincorporated County not any CONTRACTING COMMUNITY shall have any interest in electrical energy. ferrous and nonferrous metals and other materials contained in solid waste delivered. 3.5 The COUNTY hereby assumes responsibility for the disposal of all solid west* delivered to the resource recovery system by -If- • each or on behalf of each CONTRACT COWUNITT and w unincorporated County during the duration of this Agreement consistent with its rights and obligations under the service agreements. 3.6 Transfer stations and contingency landfills may be required because one or more of the resource recovery facilities are not operational. in [nay. ���.• construction, operation. maintenance and repair of the transfer stations and contingency landfills shall be part of the overall cost of the resource recovery system. ARTICLE 4 OBLIGATIONS RELATING TO OPERATIONS 4.1 Delivery and Acceptance of Waste. Each CONTRACT COMMUNITY and COUNTY for the unincorporated area agrees that all of the solid waste collected within its respective territorial boundaries shall be delivered to a resource recovery system disposal facility. landfill. contingency landfill or transfer station designated pursuant to the plan of operations. It is the understanding of each of the parties to this Agreement that the transportation of solid waste should be minimised to the greatest extent possible consistent with obligations of the COUNTY to make deliveries under the service agreements. In determining to which -17- 0 resource recovery system facility solid waste shall be delivered, the Resource Recovery Board shall make every reasonable effort consistent with the maintenance of the COUNTY's rights and obligations under the service agreements to minimise the cost of transportation for CONTRACT COMMUNITIES and unincorporated County or their haulers and In this regard reasonable standards shall be adopted for the location of the delivery of the solid waste for each CONTRACT COMMUNITY and unincorporated County pursuant to Section 4.7. 4.2 The COUNTY shall be responsibtw,for the construction. operation. maintenance and repair of transfer stations or contingency landfills pursuant to paragraph 3.8 or other -A. receiving facilit►es utilised for the purpose of receiving solid waste which are a part of the resource recovery system. 4.3 In order to provide for the testing and startup of any resource recovery system transfer or disposal facility, upon not less than thirty t303 days notice by the COUNTY, each of the CONTRACT COMMUNITIES and unincorporated County shall deliver or cause to be delivered processable waste to such facility In amounts and at the times and In the manner designated In said notice. The notice from the COUNTY shall also state the estimated amount of processable waste to be delivered by each CONTRACT COWfUNITT and unincorporated -te- • County and the estimated length of time for which such ' deliveries are required. In order to facilitate CONTRACT COMMUNITY planning. the COUNTY will share information with the CONTRACT COMMUNITIES as to the progress of construction of all resource recovery transfer and disposal facil►ties. 4.4 Commencement of Operations. The COUNTY's current estimate of the approximate commercial operations date of the initial resource recovery facilities and landfills associated therewith is December 30. 19E9. The COUNTY shall notify the CONTRACT COMMUNITIES of any change in the estimate of the date upon which commerctal operations are to commence. The ,. COUNTY shall give the CONTRACT COMMUNITIES and unincorporated County at least thirty f301 days prior notice of the date expected to be the actual Commercial operations data of all resource recovery system transfer and disposal facilities. 4.5 Receiving Hours. SnbJect to service agreements. the COUNTY shall Cause the resaura* recovery system to be Open to receive processable waste from 6100 a.sa. to 6200 p.m. every day Of the year except " "mber 26 and landfills to be open to receive unProcessable waste at least 40 hours. five C51 days Par week or as provided in the service agreements and plan of operations. -16- • 4.6 Emergency Operations/Additional Hours of Operation. (a) Emergency Operations. in the event that, due to a natural disaster or other emergency condition. a CONTRACT COMMUNITY or unincorporated County requests the COUNTY to accept the delivery of solid waste other than during normal receiving hours. the COUNTY will accept such deliveries to the extent consistent with the terms of the service agreements and may charge an additional fee for such emergency service ■s determined by the Resource Recovery Board. (b) Additional Hours of Operation. The COUNTY may upon request of a CONTRACT COMKIUNITT or unincorporated County agree. to the extent permitted by law and consistent with the service agreements. to receive solid waste at hours other than the normal receiving hours. The requesting CONTRACT COMMUNITY or unincorporated County shall give reasonable notice and shall maze its request in writing to COUNTY at least two (2) days prior to the beginning of such delivery. If the COUNTY provides the requested service. then additional tee■ for operating outside the normal receiving hours will be payable by the CONTRACT CO&IUNITY or unincorporated County In an amount determined by the Resource Recovery Board. 0 -so- — 4 . 7 plan of Operations. The COUNTY and the CONTRACT COMMUNITIES agree that at least six f6) months prior to the data that the first resource recovery faeillty. landfill Of contingency landfill or transfer station. developed to meet the COUNTT'S obligations under this Agreement becomes fully operational, a plan of operations will be promulgated by the Resource Recovery Board consistent with the terms of the service agreement applicable to such facility and disseminated to each of the parties to this Agreement. The plan of operations shall be amended or revised by the Resource Recovery Board at least six (a) months prior to the date addit tonal resource recovery system transfer or disposal facilities become fully operational and otherwise from time to time as deemed appropriate. The plan of operations shall. among other `things. deal with such matters tion. management and administration of relating to the opera the resource recovery facilities. landfills. contingency landfills and transfer stations; hours of operations; schedules of all participants$ schedule and routing of deliverisss provisions for issuance of authorisation to and regulation of delivery vehicles' measurements of quantity. quality and other waste characteristicss billings rules and regulation■ foisting to the use of the resource recovery systems inspection of resource recovery system facilities, and such other itasas as may be deemed appropriate from time to time by the Resource Recovery Board. -B1^ • r] 4.8 Access to Resource Recovery Facilities. The COUNTY agrees Y to permit. in accordance with the terms of the service agreements and plan of operations. authorised representatives of each CONTRACT COhMMI TY and unincorporated County to enter all facilities of the resource recovery system during usual business hours for inspection purposes. 4.9 Weighing Records. The COUNTY shall cause operators of all resource recovery system facilities subject to the terms of the service agreements to operate and maintain motor truck scales calibrated to the accuracy required by Florida law and to weigh all vehicles delivering processable waste. Each vehicle delivering solid waste from a CONTRACT COMMUNITY or the unincorporated County shall have its tare weight and cubic capacity and other Information required by the plan of operations to be permanently and conspicuously displayed on the exterior of the vehicle In ■ size and location designated In the plan of operations. The COUNTY or full service contractors may, from time to time. require the revalidation of the tare weight of any vehicle or the reweighing of unloaded vehicles. Each loaded vehicle wi-th processable waste shall be weighed and weight record produced indicating gross weight. tare weight. date. time. vehicle Identification and such other detail as may be requested of the full service contractors under or pursuant to their respective service agreements. The COUNTY will 0 -is- • cause facility operators to maintain daily records of the total tonnage of solid waste delivered to its facility. Within fifteen (151 days after the end of each month. the COUNTY shall furnish or cause to be furnished to each CONTRACT COIst[UNITY and unincorporated County such weighing records as may be reasonably required by each CONTRACT COMIUN1TT and unincorporated County to administer Its contracts with haulers of solid waste. Copies of all weight tickets will be maintained or caused to be maintained by the COUNTY for a period of at least two (a) years. 4.10 Weighing Scales Not Operational - Estimates. If weighing -- facilities are inoperable or are being tested. the facility 0 operator shall estimate the quantity of processabte waste delivered on the basis of trunk volumes and estimated data obtained through historical information pertinent to the CONTRACT COM[UNITY or unincorporated County. The estimates shall take the place of actual weighing records, when the scales are net operational. If. upon conclusion of testing. the test indicates that a scale was inaccurate. any adjustments of records actually recorded since the previous test will be made by the COUNTY pursuant to provisions of the service agreements and plan of operations. 4.11 Title To and Interest in products. The CONTRACT coNWNITIES and unincorporated County shall relinquish any and all title and interest In solid waste collected within their -is- respective boundaries upon delivery of the solid waste to the resource recovery system. 4.12 Manner of Delivery. Each CONTRACT COMMUNITY and unincorporated County shall provide the COUNTY with the (allowing information about each hauler delivering solid waste on its behalf to the resource recovery systems name and.address, make, body type and motor vehicle registration number of each vehicle used; area of collections and status as municipal vehicle operator or contract hauler. 4.13 Solid Waste Segregation Programs. The CONTRACT COMMUNITIES .and unincorporated County and COUNTY agree that no provisions of this Agreement are intended to either discourage or prohibit either voluntary or locally ordained solid waste segregation programs segregating scrap or new or used materials at the point of generation and held for purposes of reuse or recycling. 4.14 Other Contracts for West* Delivery. The COUNTY agrees to the extent consistent with the service agreements that neither It not any operator of resource recovery disposal facilities. landfills. contingency landfills or transfer stations may enter into any agreements for the disposition of solid waste with other persons. firms or corporations that materially impair the ability of the COUNTY to perform Its obligations to the CONTRACT COMMUNITIES and unincorporated County under this Agreement. -E4- • 4.15 Except for emergency operations in accordance with section 4.6 of this Agreement, the COUNTY agrees. subject to the terms of the service agreements. that neither it nor any full service contractor will enter into any agreement for the disposal or transfer of solid waste with any municipal corporations of the State of Florida located in the COUNTY that contain terms more favorable to such party than the price and terms that are provided for under this Agreement, without the approval of the Resource Recovery Board. 4.15 Spot and Short Term Disposal. The CONTRACT COLGAUNITIES and unincorporated County hereby agree that the COUNTY, ox any full service contractor providing solid waste disposal or transfer services on behalf of the COUNTY. is authorised to accept solid waste on a spot or short-term basis of less than one year. from private haulers. in order to fully utilise the capacity of any resource recovery facility. so long as the capacity to receive solid waste delivered on behalf of any CONTRACT CeMuUNITY and unincorporated County Ia not impaired. -25- ARTICLE 5 RESOURCE RECOVERY HOARD/SPECIAL DISTRICT 5.1 Creation of Resource Recovery Hoard and Special District. The CONTRACT COIWUNITIES and COUNTY agree that there shall be created a special district to be known as the "Broward Solid Waste Disposal District" pursuant to Section 185.01(5). Florida Statutes. and this Agreement. The Resource Recovery Board shall serve as the governing board of the special district for the purpose of establishing tipping fees and service charges advising the COUNTY concerning construction contracts and service agreementsg adoption of the plan of operational and providing oversight of the operations of the resource recovery system for the CONTRACT COMMUNITIES and unincorporated County. Such special district shall be established by COUNTY ordinance, i in substantially the form of Exhibit D attached hereto and made a part hereof. and be approved by ordinance of each CONTRACT COMMUNITY In substantially the form of Exhibit E. attached hereto and made a part hereof. prior to Match 31. 1987. $.A Composition. The Resource Recovery Board shall be comprised of nine (s) members. Four (4) of the elected County Commissioners shall be appointed by the County Commission to serve as members for a term of two (Z) Years. Four (4) -56- • members shall be appointed by the CONTRACT CobeAUNITIES as follows: (a) One (1) member each shall be selected by the two - CONTRACT COMMUNITIES with the largest populations. Such members shell each serve a term of two (2) years. (b) One (1) member shall be selected by the CONTRACT COMNIUNITT nearest to the median in size based upon population. Such member shall serve for two (2) years - Cc) One (1) member shall be appointed by the President of — the Browsrd County League of Cities or its successor organisation from Its member cities that are CONTRACT C06MNiTIES. but not otherwise having an elected member serving on the Resource Recovery Board. Such member shall serve a term of two (2) years. The remaining member shall serve a term of one I11 year and shall be an elected County Commissioner appointed by the County Commission in terms commencing with even numbered years. During terms commencing with odd numbered years.+ the remaining member shall be an elected official appointed by the President of the Broward County League of Cltlas or its successor organization for the CONTRACT COMMUNITIES from s CONTRACT COMWNITT not otherwise having a member on the Resource Recovery Board in the same manner as provided in • subsection (c) above. All members appointed by the CONTRACT COUMUNITIES and COUNTY as provided herein shall be elected officials of their respective CONTRACT CODUUNITY or County Commission as the case may be. Should a member cease to be ■ duly qualified elected official, the appointing authority which appointed such individual to the Resource Recovery Board shall select a successor to serve for the remaining term of the original appointment. For tna purpose or tnis section, population figures contained in the latest estimate of population published by the University of Florida Bureau of Economic and Business Research shall be used. 0 -.- D.� Th• Resource Recovery Board shall elect one (l) of its members as chairman and one tl) as vice-chairman to serve Ear one (1) year in that capacity or until their successors are elected. The chairmanship of the Resource Recovery Board shall alternate annually. with a CONTRACT COMMUNITY representative presiding in *van numbered years and a County Commissioner presiding in odd numbered years. A simple majority of the members of the Resource Recovery Board shall constitute a quorum to conduct any of its responsibilities. 5.4 The Resource Recovery Board shall meet for the first time during the month of April. 1997. upon the call of the Chairman of the County Commission and thereafter periodically not less than once each quarter. to review all aspects of the resource recovery system. including. but not LJ limited to. tipping fees. other fees and service charges; revisions or amendments to the plan of operations the formation. implementation and revision of policies and programst Iocation. relocation. establishment and reestablishment of resource recovery system facilities to be utilised by the CONTRACT COIWUN M ES and unincorporated County; tepairs. maintenance and expansion of facilities$ approval and submission of grant applications; and any other management or operational policies or directives which may be needed from time to time. y,y The Resource Recovery Board shall adopt in accordance with the requirements of• Article A and Article 9 a schedule of tipping fees and service charges for users of the facilities and services furnished by the resource recovery system. 5,S The COUNTT shall provide adequate staff support. including the necessary administrative@ clerical• technical and other required staff support for the implementation and ■dministration of the resource recovery system during the term of this Agreement. Such employees and consultants shall diligently serve the interests of the Resource Recovery Board and shall not advocate the separate interests of any CONTRACT CCUMUNITT. unincorporated County or COUNTT. The COUNTT shall consent to the request of the Resource Recovery Board to hire special consultants in the event the COUNTT does not have available the necessary resources and -890 - • expertise in a particular area. which consent shall not be unreasonably withheld. The Resource Recovery Board may request the COUNTY to hire special consultants to impartially advise the Resource Recovery Board on issues Presented by the Resource Recovery Board. The expenditures for the hiring of such special consultants as well as other expenditures referred to in this Section 11.8 shall be deemed a public purpose and be included in the fees and service charges set forth in Article G. 5.7 Technical Advisory Committee. There is hereby created a Technical Advisory Committee composed of representatives of each CONTRACT COMMUNITY and unincorporated County as follows: ,: (s) The chief administrative officer of each CONTRACT COMMUNITY and COUNTY shall appoint a representative who shall serve until replaced from the public works, utilities or such other department which performs similar functions for the CONTRACT COMMUNITY and unincorporated County. The Resource Recovery Board may appoint for two ($) year terms up to live (3) additional members representing waste generators. recycling or environmental interests and private waste collection companies. -30- (b) Each member of the Technical Advisory Committee shall be appointed on the basis of his or her technical or professional background which may Include engineering, solid waste management or other relsted activities. Cc) Each member is responsible for participating in the activities of the Technical Advisory Committee. including the attendance at meetings for the putpose of considering technical issues regarding the resource recovery system. (d) The Technical Advisory Committee shall serve in an -r. advisory capacity to both the Resource Recovery Board and COUNTY. ARTICLE E TIPPING FEES AND SERVICE CHARGES 6,f The Resource Recovery Board shall adopt and revise tipping fees and shall impose and revise service charges which in each case shall conform with the formulas and other requirements of this Article d and Article Y of this Agreement and in the latter case further shall Conform with the terms and provisions of the ordinance attached hereto as Exhibit D. -31- • 8.2 The CONTRACT COMMUNITIES and COUNTY hereby agree ■s follows with respect to the tipping fee for processable waste: (a) The tipping fee for processable waste to be paid by each hauler to COUNTY shall be FORTY FIVE DOLLARS AND NO CENTS (245.00) per ton adjusted from October 1, flea, to accordance with provisions of Subsections (b) and (c) of this Section and Article / hereof. The elements going into the calculation of the tipping fee are generally the COUNTY's costs of meeting its obligations hereunder. Exhibit F to this Agreement contains a summary of the elements of the COUNTY's costs of meeting its obligations. (b) The tipping tee for processable waste specified in Subsection (a) of this Section shall be increased on a one time basis by the Resource Recovery Board if prior to the beginning of operation of the Initial northern and southern facilities of the resource recovery system including landfills and contingency landfills (1) a change In law or event of force majeure as defined In the construction contracts or service agreements. (11) change in the rate paid full service contractors by purchasers of electrical energy or (ill) a change in the COUNTY's payment obligation under the construction contracts and service • agreements occurs which increases the COUNTY's costs of meeting its disposal obligation pursuant to provisions of construction contracts or service agreements. The tipping tee increase shall fully compensate the COUNTY for its increased costs. Cc) The tipping fee for processable waste each fiscal year commencing with the fiscal year beginning October 1, 1988. and each succeeding fiscal year thereafter shall be adjusted automatically yearly by adding to or subtracting from the them current fiscal year's tipping tee the amount obtained by multiplying such current w tipping tee by the average change, expressed as a percentage. of the following two indices as determined as follows$ 1. From the latest Producer (Wholesale) Price index tot Durable Goods for the region including Broward County. as determined and recorded by the United States Department of Labor. Bureau of Labor Statistics. as available 170 days Prior to the r expiration of the fiscal year in which the calculation is being made lot the next fiscal year. subtract the amount of such index for the same date in the next preceding fiscal year. The different• shall be expressed as a percentage. -35- Z. The change. expressed as a percentage. for said — period in the Consumer Price Index all urban consumers (CPI-U) for the region including Broward County. as determined and recorded by said Bureau of Labor Statistics, shall be similarly calculated. The percentage change of each of the foregoing indices so determined shall be added together. The sum of those numbers shall then be div►ded by two to determine the average change. expressed as a percentage. of the two indices. In the event that either or both of said indices shall no longer be available during the term of this Agreement. the Resource Recovery Board shall select a replacement index or indite■ as required provided that any such replacement shall. in the beat judgement of the Resource Recovery Board be as nearly the same a■ the replaced Index or indices. Cd) Except as provided in Article 9 of this Agreement. the tipping fee for processable waste provided for in this Section 4.2 shall be calculated and established by the Resource Recovery Board at least 1ZO days preceding the beginning of each fiscal year and shall be effective for the next ensuing fiscal year. 6.3 The CONTRACT COMMUNITIES and unincorporated County hereby agree the tipping fee established from time to time by the COUNTY or full service contractor and paid by haulers for disposal of unprocessable waste will be based upon the vol- ume and content of the unprocessable waste. At no time shall CONTRACT COMMUNITIES and unincorporated County be charged a tipping tee for similar unprocessable waste which is higher than the most favorable rate then currently being charged by the COUNTY or full service contractor at the disposal facility being used. 5.4 The CONTRACT COMMUNITIES and COUNTY hereby consent to the, imposition and Collection of a service charge pursuant to Section 1tS.011S7. Florida Statutes. for the purpose of making Up any "disposal oblig-ation revenue shortfall" projected or incurred by the COUNTY in any fiscal year. A "disposal obligation revenue shortfall" is herein defined to mean the difference. if any. projected or realised by the COUNTY in any fiscal year by subtracting from the total tipping fees and other revenue of the resource recovery System. if any. fthe "gross revenues") the projected or actual cost of meeting its disposal obligations hereunder. (a) prior to the beginning of each fiscal year the Resource Recovery Board shall estimate. based on information provided by the COUNTY and others as appropriate. the disposal obligation revenue shortfall, if any. under -35- • this Agreement and shall impose or revise the service charge to eliminate any estimated disposal obligation revenue shortfall for the -ensuing fiscal year. (b) If during any fiscal year the gross revenues plus any service charge revenues are inadequate to allow COUNTY to meet Its disposal obligation. the COUNTY shall notify the Chairman of the Resource Recovery Board in writing detailing the reasons for the revenue shortfall and requesting the Resource Recovery Board to impose or revise the service charge. The Resource Recovery Board shall impose or revise the service charge in an amount sufficient to allow COUNTY to most its current disposal obligations hereunder and to be reimbursed over a period of not more than twelve (18) months for expenditures already made. (c) The CONTRACT COMMUNITIES and COUNTY for the unincorporated area agree to the imposition of a service charge by the Resource Recovery Board under the circumstances described in this Section 6.4. The basis for fixing the service charge and the method of enforcing the collection of the same shall be as set forth In Exhibit A to this Agreement as the same may be amended from time to time by the Resource Recovery Board and approved by the Board of County Commissioners. 6.5 if the net revenues of the resource recovery system projected by the COUNTY from the resource recovery system exceed the cost of meeting its disposal Obligations hereunder in any fiscal year by an amount greater than 150%, then haulers making deliveries during such fiscal year Shall credit in an amount which the Resource receive a tipping too Recovery Board estimates will reduce net revenues to 150% of said costs. ARTICLE 7 COLLECTION OF TIPPING TEES 7.1 For tipping fees' the COUNTY shall bill the haulers with established credit. on at least a monthly basis. in accordance with the plan of operations. Such haulers shall pay the COUNTY the full amount of each bill within thirty (30) days of receipt. 7.2 Should any hauler fail to pay COUNTY within such thirty (303 day period. the hauler shall be liable for an additional one and one-half percent (1-i/S%) per month of the outstanding balance due. Should any amount remain unpaid for more than forty-five (4S) days, such hauler shall be considered in default and all Of the rights sccruing to the COUNTY under this Agreement or at law may be pursued by the COUNTY. -37- Resource Recovery Board or any CONTRACT COMMUNITY to compel the hauler to perform its obligations. 7.3 Dispute on Billings. (a) In the event of a dispute as to a billing, the hauler shall first pay the full amount of the disputed charges when due and shall, within thirty (301 days from the date of the receipt of the disputed bill. give written notice of the dispute to the COUNTY. The notice of dispute shall identify the disputed bill, state the amount in dispute and set .torth a full statement of the grounds on which such dispute is based. (b) It not resolved by the hauler and the COUNTY. the dispute shall be considered by the Resource Recovery Hoard who may accept, reject or modify the hauler's appeal should it determine that the amount of the billing does not comply with the terms and conditions of this Agreement. Cc) Should a hauler disagree with the determination of the Resource Recovery Board. it may pursue any remedy available at law except withholding payment. 7.4 The COUNTY shall have the right to set reasonable Insurance and credit requirements for participating haulers other than -38- • - governmental agencies. The COUNTY shall require as a condition of credit that haulers agree to the collection procedures in this Article 7 including the dispute resolution procedures in Section 7.3. 7.5 Each CONTRACT COMMUNITY end COUNTY for the unincorporated Brea agree amendments to include in any contracts or contract with haulers executed after the date of execution hereof. a provision that the hauler shall comply with the provision 2 The COUNTY provision. of this Article 7 shall be a third and to enforce such provision - party beneficiary of such ARTICLE 8 ANNUAL AUDIT 6.1 The COUNTY shall secure an annual external audit. consistent with the terms of the service agreements. of the solid waste disposal and resource recovery system by a qualified certified public accountant. Copies of the audit reports are to be made available to all CONTRACT'COMMUNITIES. the Resource Recovery Board and. if requested. to private entities utilising the system. The COUNTY shall maintain separate recovery accounts and records for each of the resource facilities, landfills. contingency landfills and transfer stations. -39- ARTICLE 9 ADDITIONS AND IMPROVEMENTS TO RESOURCE RECOVERY SYSTEM 9.1 This Agreement obligates the COUNTY to construct, operate, maintain and repair a resource recovery system or cause to be Constructed, operated, maintained and repaired a resource recovery system adequate for the disposal of all solid warts collected in each CONTRACT COMMUNITY and unincorporated County and delivered to the resource recovery system Consistent with the terms of the service agreements. Accordingly, the COUNTY may be required from time to time to incur additional obligations and indebtedness to pay the cost of acquiring. constructing and reconstructing additions and Improvements f"additions end improvements") to the resource recovery system. 9.E In the event the COUNTY determines that the resource recovery system or one or more of Its 96cilities has become lAadequate to meet the COUNTY's disposal obligation under this Agreement. but revenue projected to be derived from the resource recovery system would not be adequate to support the cost of such additions and improvements. the COUNTY shall be authorised to proceed as foil4 at 0 -40- �J (a) if sufficient revenue would be generated by the imposition of an increase in the current tipping fee no greater than 15 percent in excess of the tipping fee as then established pursuant to Section 6.2 of this Agreement, the COUNTY may, by resolution of its Board of County Commissioners, request the Resource Recovery Board to so increase the tipping fee commencing at a time certain. and the Resource Recovery Board shall set the tipping fee in accordance with such request. (b) If sufficient revenue would be generated only by the imposition of as+ increase in the tipping fee in excess of !B percent- such lncreaso shalt only be set by the- Resource Recovery Board upon request of the Beard of County Commissioners in _the manner described to (aCommissioners above if the County Commission and governing bodies of CONTRACT CoWWUNITIES containing at least St percent of the population of all the CONTRACT comMUNITIES and unincorporated County adopt resolutions approving the amount of the tipping fee increase as ■et forth in the resolution of the Board of County Commissioners requesting such increase. In acting in accordance_ with this subsection. the Resource Recovery Board shall rely conclusively on a statement furnished by the University of Florida Bureau of Economic and Business Research as to the current best estimates of the population of the respective CONTRACT COUKUNITIES and unincorporated County. • (c) if the 61 percent approval required by subsection (b) cannot be obtained within six (6) months of the County Commission passing its resolution requesting a tipping toe Increase and if the COUNTY cannot otherwise satisfy revenue requirements so as to incur obligations or Indebtedness adequate to pay the cost of additions and Improvements necessary to meet the disposal obligation, the COUNTY. with the advice of the Resource Recovery Board, shall calculate the tons per day by which current disposal obligation exceeds the capacity of resource recovery system facilities. The plan of operations will be revis#,d by the Resource Recovery Board In such a manner a■ required to reduce. in an equitable. pro rate fashion to be determined at the Z time, the tons per day which each CONTRACT C014WHITT and unincorporated County will be entitled to deliver or cause to be delivered to resource recovery system facilities. ARTICLE 10 OBLIGATIONS UNDER THIS AGREEMENT ARE NOT INDEBTEDNESS OF ANY CONTRACT COWUNITY OR COUNTY 10.1 The respective obligations of each CONTRACT COMMUNITY and COUNTY under this Agreement shall not be an indebtedness of such CONTRACT COMMUNITY or COUNTY within the meaning of any • -4E- • constitutional. statutory, chatter or ordinance provision or limitation of suoh CONTRACT COMMUNITY or COUNTY. Neither CONTRACT COMMUNITY not COUNTY Is Obligated to pay at cause to be paid any amounts due under this Agreement except in the manner provided herein. and the faith and credit of such CONTRACT COMMUNITY and COUNTY is not pledged to the -payments of any amounts due under this Agreement. This Agreement shall not require any CONTRACT COMMUNITY or COUNTY to levy or pledge any taxes whatsoever for the payment of any amounts due under this Agreement. ARTICLE It RELATIONSHIPS OF THE PARTIES 11.1 Except as set forth herein. no parties to this Agreement shall have any responsibility whatsoever with respect to services provided or contractual obligations assumed by the other party and nothing in this Agreement shall be deemed to constitute any party a partnery agent• or legal representative of the other party or to create any type of fiduciary responsibility or relationship of any kind whatsoever between the parties. The obligations to this Agreement are not Joint. the obligations are separate and several between each of the CONTRACT COMMUNITIES and COUNTY. -43- r] • ARTICLE IZ MISCELLANEOUS 1Z.1 Assignment. This Agreement, or any interest herein. may not be assigned. transferred or otherwise encumbered. under any circumstances by any party without the prior written consent of- the other parties to this Agreement. The parties agree. however. that the COUNTY may assign rights and obligations under this Agreement as Is necessary by the COUNTY with the advice of the Resource Recovery Board for the provisions of solid waste disposal services under th►s Agreement. 12.2 State and Federal Laws. The pprovislons of solid waste disposal servlcei under this -Agreement shall comply with all applicable state and federal laws. This Agreement shall be aonstrued in accordance with the laws of the State of Florida. 13.3 COUNTY Records. The COUNTY agrees to maintain and cause its full service contractors pursuant to the terms of the service agreements to maintain complete and accurate accounting records for solid waste transfer or disposal services provided to the CONTRACT COMMUNITIES and unincorporated County. The COUNTY agrees to maintain. or cause to be maintained information ►n sufficient detail to permit each CONTRACT COMMUNITY to ascertain the cost of C� solid waste services provided pursuant to this Agreement. ' separate and apart from the cost of other Services of the COUNTY. Upon reasonable notice given by any CONTRACT COMMUNITY. the COUNTY shall make available or have made available to such CONTRACT COMMUNITY all books. records. computer programs. Printouts. memoranda of any kind whatsoever regarding all of the operations of the resource recovery system at the cost of the party seeking such Information. 12.4 Notices. All notices, consents and other communications required. permitted or otherwise delivered under this Agreement shall be In writing and be delivered either by hand with proof of delivery or mailed by first class registered or certified mail. return receipt requested. postage prepaid. and in any case shall be addressed as provided in Exhibit H. attached hereto and made a part hereof. Changes in the respective addresses of CONTRACT COMMUNITIES provided In Exhibit 8 and of COUNTY provided on the signature Page may be made tram time to time by either party by notice to the other party. Notices and consents given by mail In accordance with this section shall be deemed to have been given five C" business days after the day of dispatcha notices and consents given by any other means shall be deemed to have been given when received. -4s0 - �J 0 12.5 Grant Information_ The CONTRACT COMMUNITIES agree to provide the COUNTY and the Resource Recovery Hoard with all relevant information that any federal, state or local agencies may require In the application for financial assistance in the acquis►tion or construction of the resource recovery facilities and In the provisions of solid Waste disposal services to them. The parties agree to adopt such regulations. execute such agreements and do such work so may be required by federal. state or local agencies as part of any such application for financial assistance to the resource recovery facilities. 18.6 Incorporation of Agreements. This document supersedes all prior negotiations. correspondence.' conversations. agreements. or understandings, applicable to the matters contained therein. Accordingly. it Is agreed that no deviation from the terms hereof shall be predicated upon any prior representations or agreements. whether oral or written. it is further agreed that no modification. amendment or alteration in the terms or conditions contained herein shall be effective unless contained in a written. document executed by the governing bodies of CONTRACT . CCUMUNITIE8 and County Commission containing at least 61 percent of the population of all CONTRACT COMMUNITIES and unincorporated County. No modification or alteration shall be adopted which reduce■ the term of this Agreement as provided in Article 16 hereof. -48- • 12.7 Additional CONTRACT COMMUNITIES. After March 31. 1987, and throughout the term of this Agreement. any municipal corporation existing under the laws of the State and located In COUNTY which is not already a CONTRACT COMMUNITY may become a CONTRACT COUWUNiTY only under the following terms and conditions: (a) Any municipal corporation wishing to become a CONTRACT COMMUNITY. hereinafter referred to as "Nominee", shall give written notice to the COUNTY and Resource Recovery board on or before March 31 of the Nominee's desire to ^ become a CONTRACT COMMUNITY as of the following October 1. the beginning of the next fiscal year. (b) In Its written notice. Nominee shall certify that it has approved this Agreement. as It may have been modified or amended as of that date. and adopted the ordinances required of CONTRACT COMMUNITIES attached to thla Agreement as Exhibits C and E. as such have been modified or amended as of that date. The effective date of this Agreement and ordinances shall be the following October I. (a) The written riotles shall further acknowledge Nominee's agreement to waive provisions of Section 4.1 of this Agreement regarding the minimising of transportation of -47- 0 C� C7 is . - solid waste and cost of such transportation by the Resource Recovery Board in the plan of operations If existing CONTRACT COMMUNITIES would be required to either modify their than existing operations or incur additional costs unless such existing CONTRACT CCUMUNITIES waive this provision in writing to the Resource Recovery Board. td) The Nominee shell also agree to pay a proportionate share of past costs associated with development of the resource recovery system. the provision of contingency landfill capacity and other similar costs. The Resource Recovery Board shell, upon written request of any municipal corporation eligible to become a Nominee, provide a quotation of potential Nominee's share of such past costs which shell be based upon the estimated quantity and quality of the potential Nominee's solid waste which the COUNTY would be required to dispose of over the remaining life of this Agreement. Payment of such past costs to the COUNTY may be made as a lump sum by a Nominee upon becoming a CONTRACT COMMUNITY or may be made by it in equal annual installments over the remaining term of this Agreement. There shall be no prepayment penalty. Interest on any unpaid balance shall be computed based upon the maximum rate Vold on any Broward County Resource Recovery Revenue Bonds Series 1984 designated for construction of any portion of the resource recovery system. -48- 1� u (e) When a Nominee has agreed to all of the above terms and met all of the above conditlOns. the COUNTY $hall give written notice to the Nominee. existing CONTRACT COUMN1TIES and Resource Recovery Board that the Nominee will become a CONTRACT coLeaUNITY for all purposes of this Agreement and Exhibits A and B of this Agreement will be modified as appropriate on the [allowing October I. it.e Confidentiality. Each CONTRACT Coj&MNiTY acknowledges that information COUNTY obtains from a full service contractor r may be su6Ject to confidentiality restrictions under the construction contracts and service agreements to the extent consistent with applicable law• it.f severability. In the event that any provision of this Agreement shall, for any reason. be determined to be invalid. illegal or unenforceable in any respect# the parties hereto shall negotiate in good faith and agree as to such amendments. modifications or sapplements of or to this Agreement or such other appropriate actions as shall. to the maximum extent practicable in light of such determination. Implement and give effect to the intentions of the parties a■ reflected heraino and the other previsions of this Agreement shall. as so amended. modified or supplemented. or otherwise affected by such action, remain in full force and effect. 12.10 Representations and Warranties; Legal Opinions. Each of the CONTRACT COMMUNITIES and COUNTY hereby represents and warrants as to itself as follows and each CONTRACT COMMUNITY hereby agrees to provide to the COUNTY's bond counsel and to the COUNTY's General Counsel a favorable opinion of its Counsel dated as of such date that they may request and on which they may rely in furnishing opinions to the full service contractors to the following effect: (a) it is duly organised and validly existing under the constitution and laws of the State of Florida. with full legal right. power and authority to enter into and perform its obligations hereunders (b) This Agreement has been duly authorised. executed and delivered by it and constitutes its legal. valid and binding obligation. enforceable against it in accordance with its terms (except as such enforceability may be limited by Article X. Section 13 of the Florida Constitution or bankruptcy. moratorium reorganisation or similar laws affecting the right of creditors generally)# (e) Neither the execution or delivery by it of this Agreement, not the performenee of its obligations hereunder or the ful►illment of the terms and conditions 0 -so- C7 hereof: (i) conflicts with, violates or results in a breach of the Constitution. any law or government regulation of the State of Florida. or any other local law or ordinance or fit) conflicts with, violates or results in any breach of any term or condition of any judgment or decreet or any agreement or Instrument to which it is a party or by which It or any of its properties or assets are bound. of constitutes a default thereunderi (d) Except for the procedures provided under Section IE6.01(5). Chapter 153 and Chapter 70 of the Florida Statutes. and such action as has already been taken. now approval, authorisation. or order of. or any consent or declaration. registration -Of filing with. any governmental authority of the State of Florida or any referendum or Other action of voters (by election. action by town or city council or otherwise) is required for the valid execution. delivery and performance of this Agreement by its CO) Except as disclosed in writing to the other parties_ prior to Its execution and delivery of this Agreement. to its best knowledge, that* is no action' suit or proceedings at law or in equity. of any official investigation before any court of governmental authority not any referendum or other voters' initiative pending -51- • • or, to its best knowledge, threatened against It which might materially adversely affect the taking or exercise by the Special District or the Resource Recovery Board of the actions to be taken by either of them or the powers to be exercised by either of them under this Agreement. or the performance by either of them or it of their and its obligations under this Agreement or which challenges, or if adversely determined might materially adversely affect, the validity, legality or enforceability of this Agreement. ARTICLE 13 1NDEMNIFIdAT1ON 13.1 To the maximum extent permitted by law. the COUNTY and each CONTRACT COMMMITY shall indemnify. defend and hold harmless the other. their officers. employees and agents from and against any liability, claims. demands. actions. costs. expenses. fosses or damages whatsoever. Including reasonable atterney's fees, that may in any way result from any negligent acts arising out of the performance of its obligations under this Agreement. • ARTICLE 14 CONTRACTS WITH HAULERS 14.1 Each party to this Agreement agree' to cause the terms and conditions of any agreement that it may have with a hauler of solid waste to conform with the terms and conditions of this Agreement within 24 months of its execution hereof. ARTICLE 15 CESSATION 15.1 If any CONTRACT COMMUNITY. unincorporated County or COUNTY shall fall to perform or observe any of the material terms is Agreement for a period of sixty Ca0] and conditions of th days after receipt of notice of such default from another party or Resource Recovery Board. the patty giving the notice of default may be entitled. but not required. to $eek ■pacific petformane9 of this Agreement. The parties acknowledge that money damages may be an inadequate remedy for the failure to perform and that the party giving notice is entitled to obtain an order requiring ■Pecifie performance by the other Party- Failure of any Patty to exercise its rights in the event of any breach by another party shall not constitute a waiver of such rights. He party shall be doomed to have waived any fsilute to perform by another party unless such waiver is in writing and signed -53- by the waiving party. Such waiver shall be limited to the terms specifically contained therein. This paragraph shall be without prejudice to the right of any party to seek such just legal remedy for any breach of the other as may be available to it. 15.2 Resource Recovery Board shall provide for the equitable distribution of the Browsrd Solid Waste Disposal District's assets and liabilities to the CONTRACT COMMUNITIES. unincorporated County and COUNTY at the end of the term of this Agreement. The Resource Recovery Board shall consider any perpetual maintenance resp_onsibllities of the COUNTY in making such distributions. ARTICLE 1e DURATION 16.1 This Agreement shall be effective for each CONTRACT COMMUNITY and unincorporated County from the date of execution for a period ending twenty (80) years from the date the Initial northern or southern resource recovery facility or contingency landfill servicing the applicable CONTRACT COMMUNITY or unincorporated County as provided for to the plan of operations becomes operational in accordance with the terms of the service agreements or otherwise. but In no event earlier than the later of the final maturity of any indebtedness of the COUNTY issued with respect to the resource recovery system or expiration of the initial term of the northern and southern resource recovery facility service agreements. IN WITNESS WNEREOF, the parties hereto have made and executed this Agreement on the respective dates under each signature: BROWARD COUNTY through its BOARD OF COUNTY comMISSIONERS, signing by and through its Chairman. authorised to execute same by Board action on the _� day of t0e_, and each CONTRACT COUMNITT. signing by and through officers duly authorized to execute same. • u • • C O U N T Y ATTEST: BROWARD COUNTY, through its BOARD OF COUNTY COMMISSIONERS --------------------------- County Administrator and Ex- Officlo Clerk of the Board of By County Commissioners of Broward County, Florida Chairman day of , 19 Approved as to form and legality by Office of General Counsel for Broward County, Florida SUSAN F. DELEGAL. General Counsel Covernmantal Center. Suite 423 115 South Andrews Avenue Fort Lauderdale. Florida 33301 Telephone: (305) 337-7500 «y. Assistant General Counsel 0 -se- No Text • C O N T R A C T C O M M U N I T T WITNESS: City of Tamarac Name of Contract community By � Vice ua 4 _ ' Sydney M. Stein 25th day of March 10 F�7 0 �11 ATTEST: 9y 0City Manager - Buhl! P. Kelly 25th__ day of Marrh 19 A7 City Clerk APPROVED AS TO FORM: (CORPORATE SEAL) Cl y fe ns A 8 yan ne to STATE OF FLORIDA ) ) SS: COWTY OF BROWARE ) I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the State aforesaid and inthe County aforesaid to take acknowledgments, personally appeared Sydney At. Stein, Vice Mayor and John P. Kelly, City Manager to me known to be the personsdescribed in and who executed the foregoing instrument and they acknowledged before me that they executed the same. WITNESS my hand and official seal in the County and State last aforesaid, this 25th day of March, A.D., 1987. My COMMISSION EXTIRES: NOTAaY PUBLIC MART Pi-S IC STATE O: MAMA NY caRnsaw. [:r c[r:a ; RORa[0 TNR� Y[R[FAl INS. UVOYY7. EXHIBIT A NAMES OF THE CONTRACT COMMUNITIES -so- 0 • 0 EXHIBIT B NAMES TO WHOM NOTICES ARE TO HE DIRECTED =7110 �t 49 • • Temp. Reso. #6411 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-92- Iq% A RESOLUTION AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO EXECUTE AN INTERLOCAL AGREEMENT WITH BROWARD COUNTY FOR RECYCLABLE MATERIALS RECOVERY; AND PROVID- ING AN EFFECTIVE DATE. BE IT RESOLVED BY THE COUNCIL OF THE CITY OF TAMARAC, FLORIDA: SECTION 1: That the appropriate City officials are hereby authorized to execute an Interlocal Agreement with Broward County for recyclable materials recovery, a copy of said agreement being attached hereto as "Exhibit 1". RRrTTON 2: This resolution shall become effective immediately upon adoption. i PASSED, ADOPTED AND APPROVED this I\t%ay 1992. ,4 I Hf L. BENDER -^ MAYOR ATTESTS 44ROL A. EVANS CITY CLERK I HEREBY CERTIFY that I have approved this Resolution as 0 orm. 1 S MITCHELL S. KRAFT CITY ATTORNEY 0 RECORD OF COUNCIL VOTE MAYOR __ BFNDER t DISTRICT 1 : w CiAd hk T 7 _ C! DISTRICT 2• DISTRiC.T 3: ^C11: S(> I EI13rri I DISTRICT A: C1A ABR.AMO AZ A N I N T E R L 0 C A L A E N T W I T H B R 0 W A R D C 0 U N T Y F O R R E C Y C L A B L E M A T E R I A L S R E C O V E R Y 0 1� Interlocal Agreement between the parties dated November 25, 1986. 2. Consistent with the Agreement between COUNTY and Browning -Ferris Industries of Florida, Inc.. dated October 1, 1992, COUNTY for the unincorporated area and CITY shall direct delivery of all residential recyclable materials, as defined in Exhibit 'B`, attached hereto and made a part hereof, collected as a part of COUNTY or CITY programs to the materials recovery facility. 3. COUNTY and CITY agree to cause the terms and conditions of any agreement that it may have with a hauler of residential recyclable materials to conform with the terms of this Agreement within six (6) months of its execution. 4. Net revenues generated from the sale of residential recyclable materials will be paid by COUNTY to COUNTY and each CITY on the basis of actual tonnage and composition of materials delivered to the materials recovery facility by the respective party. 5. This Agreement shall be effective for COUNTY and CITY from the date of execution for a period ending eight (8) years from the substantial completion date of materials recovery facility under the materials recovery facility contract with Browning -Ferris Industries of Florida, Inc., dated October 1, 1992. S. The following sections from the Interlocal Agreement between the parties dated November 25, 1986, are hereby Incorporated by reference: Section 4.7, Plan of Operations; Section 4.8, Access to Resource Recovery Facilities; Section 4.9, Weight Records; Section 4.10, Weighing Scales Not Operational - Estimates; Section 4.11, Title to and Interest in Products; Section 4.12, Manner of Delivery; and Section 12.4, Notices. IN WITNESS WMEREOF, the parties hereto have made and executed this Agreement on the respective dates under each signature: BRGWARD COUNTY through its BOARD OF COUNTY COMMISSIONERS, signing by and through its Chairman, authorized to executi same by Board action on the day of , 199,8 and each CITY, signing by and through officers duly authorized to execute same. 2 • EXHIBIT 'A' Chairman, Board of County Commissioners Broward County, Florida 115 South Andrews AVenue, Room 421 Fort Lauderdale, Florida 33301 i t of -Municipalities Executinci Agreement • • E • EXHIBIT •B" Residential Recyclable Materials o Newspaper d Corrugated Cardboard o Glass (Clear, Amber and Green) d Aluminum Cans o Tin Cans o Plastic Coated and Aseptic Containers 0 Plastics (Numbers 1, 2 and 3) 4 E C O U N T Y ATTEST: County Administrator and Ex officio Clerk of the Board of County Commissioners of Broward County, Florida BROWARD COUNTY, through its BOARD OF COUNTY COMMISSIONERS By Chairman day of , 19_,,, Approved as to form and legality by Office of the County Attorney for Broward County, Florida, NOEL PFEFFER —Deputy County Attorne Governmental Center, Suite 423 115 South Andrews Avenue, Fort Lauderdale, Florida 33301 Telephone No. (305) 357-7600 Deputy County Attorney • E C O N T R A C T C O M M U N I T Y WITNESS OU,O,, p-&d Name of Contract Community By yor - Pt*' day of 19�a1� ATTEST: B JO14OW PAII-21, City Manager City Clerk �Z�day of L _. t vE AS To FORM: City Attorney tw*c�'cu S . Kra AGREEMENT between BROWARD COUNTY I �T:TiITrI►II►� . and for MATERIALS RECOVERY FACILITY • 09/25/92 DRAFT • • Li CQXINTY - Broward County, a body corporate and politic and a political subdivision of the State of Florida. 12 Facility - means the MRF to be constructed by BFI in accordance with the BFI Proposal and the terms of this Agreement. 13 jjgardous Waste - means those wastes defined as hazardous waste in Chapter'17-730, Florida Administration Code. 1.4 jplerlocal Agreement - means the agreement to be negotiated and entered into between the COUNTY and Participating Municipalities governing the delivery of Program Recyclables to the MRF. LS Landfill- means a landfill in the County designated by the Broward County Office of Integrated Waste Management for disposal of noncombustible Rejects or Residues. 1.6 Materials_ Recovery Facility, (MRF) - a facility that receives and processes mixed Recyclable Materials and stores Recovered Materials prior to shipment to market. 1.7 Minimum Tonnage Commitmel3t {MTCA•- means the minimum quantity of Program Recyclables established for each Program Year and as incorporated in the calculation of the Net Service Fee. 1.8 - means the calculation and flow of funds as defined in Article S 1.9 - means that date when BFI first begins accepting Program Recyclables in quantities specified in BF4 proposed project schedule up to a pro rats share of the first year Minimum Tonnage Commitment for startup and Performance Testing. This date shall not precede the Substantial Completion date by more than 60 days. The operating terms and fees of the Agreement -will not take effect until the MRF has passed Performance Testing and been certified Substantially Complete. L10 Participating Municipalities - means those municipalities and other governmental agencies within the COUNTY that have signed the Interlocal Agreement with the COUNTY governing the delivery of Program Recyclables to the MRF. 1.11 performance Test: Performance Testing - means the testing of the performance capabilities of the MRF as described in Article 17 of this Agreement. 1.12 PrograMYea; - means 12 consecutive months commencing on the Commencement Date (as defined in Section 121)and repeated each operation year thereafter for the purpose of measuring compliance with the Minimum Tonnage Commitment. b�errndaar -2- 1.13 • 'e.rr�2_-i9_ Program ReS�!glables - means newspapers; corrugated cardboard; glass containers (clear, brown, green); aluminum, steel and bi-metal containers; plastic containers (Types 1, 2, and 3); polycoated gable top containers and aseptic packages; incidental kraft paper and film plastic bags used to contain Program Recclables; and other Recyclables which shall from time to time be designated, if mutually agreed to by the parties, (as evidenced by a change order) for separation, collection and/or processing as part of the program when additional Reryclables and viable markets are identified. For purposes of this Agreement, Program Recclables are limited to those Recyclables described above which (i) are collected from Residential Units located in the County by the County or as a result of the Interlocal Agreements entered into between the County and Participating Municipalities, (ii) are, subject to the limitations set forth in Section 5.1, collected from Residential Units outside the County and delivered to the Facility as a result of an agreement between the County and a governmental entity outside the County, or (iii) are delivered as a result of an agreement between the County and any other governmental entity located in the County, provided that the Program Reryclables are actually generated by the governmental entity and the collection of the Program Reryclables is performed by the County or the governmental entity. 1.14 gecotred hdateTials - means Program- Reryclables which have been collect separated and/or processed into marketable form in accordance with t requirements of the buyers of such materials. 1.15 - means those materials which are capable of being recycled and which would otherwise be disposed of as solid waste. 1.16 Recvcline - means airy process by which solid waste or materials which would otherwise become solid waste are collected, separated or processed and revised or returned to use in the form of Recovered Materials. 1.17 RAJected 12eliveries - means deliveries of Program Reryclables which have been rejected in accordance with the Acceptance Standards as described in Article 6. 1.18 $its. - means materials other than Residue, such as Hazardous Wastes, that fail to meet BFI's proposed Qualitative Acceptance Criteria when inspected in accordance with BFI's proposed inspection protocol. 1.19 Residential Unit - means one single family dwelling or one living unit of a multi -family dwelling without any limit as to the number of units. 1.20 Resit - means that portion of the Program Reryclables accepted by BFI which is not converted to Recovered Materials due to spoilage, breakage, contamination and/or transportation or processing inefficiencies, other than Rejects removed during tinimir.sp `3- l� u CJ the processing of Program Reryclables in order to meet Recovered Material specifications. 1.21 - means that date when all processing facilities and appurtenances at the MRF shall be completed and ready to be put to use performing their intended purpose and have passed Performance Testing. The first day of the month following this date shall constitute the commencement date for the -tight -year operating term of the Agreement (the "Commencement Date"). 1.22 TDn - means a unit of weight equal to 2,000 pounds. 1?3 - means containers made of polyethylene terephthalate (PET) such as two liter soda bottles. 1.24 - means containers made of high density polyethylene (HDPE) such as milk, juice, water jugs and detergent bottles. 125 - means containers made of vinyl (PVC, V) such as some shampoo bottles and crystal clear food containers. 1.26 _WAste to Enem means the Waste to Energy Facilfty in the County designated by the Broward County Office of Integrated Waste Management for disposal of combustible Rejects or Residues. 2.1 Effective Date. Except as otherwise provided for herein, the obligations of the parties shall take effect on the date of execution hereof. 22 Conditions Precedent. The obligations of the COUNTY and BFI hereunder are subject to and conditioned on the following conditions precedent: 2.21 The terms and conditions of this Agreement are approved by the"Broward County Resource Recovery Board. 222 County has within sixty (60) days of the Effective Date entered into a sufficient number of Interlocal Agreements with cities located in the County committing to the MRF a sufficient volume of Program Reryclables in order to meet the MTC for the first year of operation. County will immediately notify BFI if, within such sixty (60) day period, County has entered into a sufficient number of Interlocal Agreements. In WomdAgr 0 C7 �/_ �'2_ , such event as the County has failed to timely satisfy the conditions precedent set forth in this Section 222, the time period may be extended as mutually agreed to by the parties. 3.1 This Agreement shall become effective immediately upon execution by the parties and shall continue in full force and effect for a period of eight (8) years from the Commencement Date unless this Agreement is sooner terminated as provided for herein. Upon mutual agreement of the parties, this Agreement may be reneged for additional terms not to exceed eight (8) years each upon such terms and conditions as may be agreed to by the parties. 6HnCLE 4 V 4.1 BFI shall be solely responsible for the financing, siting, design, permitting, construction, operation and maintenance of the Materials Recovery Facility in accordance with Sections III through X of the BFI Proposal ("Specifications") at the site and location identified in the BFI Proposal. 4.2 BFI will design, construct and equip the MRF so that the MRF will comply with all applicable local, state and federal laws, regulations and similar requirements, including all applicable requirements concerning noise, odors, effluent and emissions applicable to the MRF. 43 Subject to the provisions hereof, BFI shall have full responsibility for all aspects of the design of the MRF, and will design the MRF in accordance with the Specifications and generally accepted engineering and professional principles, standards and practices and professional codes so that, assuming good industry practices, the MRF may reasonably be expected to be operated for at least the term of this Agreement. 4.4 BFI may not alter or otherwise make any changes in the Specifications unless: (f) reasonably necessary to respond to a change in law or (ii) it is determined that such change will improve the efficiency, performance or durability of the MRF. 43 Prior to Substantial Completion, the COUNTY shall have access to the MRF and the MRF site at all reasonable times on reasonable prior notice to BFI, to inspect the bm d.*$r .5. 0 • MRF and for verification that the construction is in accordance in all material respects with the Specifications. V 5.1 The COUNTY shall deliver Program Reryclables in quantities no less than the Minimum Tonnage Commitment (MTC) for each Program Year for the term of this Agreement. The MTC shall be 46,800 tons per year commencing with the first Program Year through and including the eighth Program Year. COUNTY shall receive credit toward the MTC for all Program Reryclables delivered to BFI from any Residential Unit wherever located as a result of any agreements entered into between the COUNTY and Participating Municipalities or other governmental entity. The COUNTY may direct Program Reryclables in excess of the MTC to BFI pursuant to an agreement entered into between COUNTY and any other governmental entity located outside of Broward County upon first obtaining the written consent of BFI, which consent shall not be unreasonably withheld. For any Program Year during which the County fails to deliver to BFI-the MTC, other than any failure resulting from a negligent or willful act or omission by the County, County shall receive credit toward the MTC. up to the amount of any shortfall, for all Program Recclables delivered to BFI from arty Residential Unit located in the County by any parry. In any year in which the COUNTY shall fail or refuse to deliver to BFI the MTC, the COUNTY shall nevertheless be obligated to pay to BFI the Net Service Fee (as defined in Section 5.2). 52 The COUNTY shall be responsible for making or receiving all payments and fees to or from BFI in accordance with the terms of this Agreement. The COUNTY's sole obligation for payment of fees pursuant to this Agreement shall be limited to the Net Service Fee (NSF) as defined in this section. The NSF shall be calculated using the following values: a) Annual Fixed Processing Fee (AFPF) is defined to mean the fee paid by the COUNTY to BFI on a monthly pro rata basis for processing Program Reryclables in quantities up to and including the MTC. The AFPF shall be as follows for the term of this Agreement: Program Year 1 ............... $960,000 Program Year 2 ............... $960,000 plus CPI Adjustment for prior Program Year NOW . ffmt r -6- 0 0 oe- y' -/ Program Year 3 .................. S 1,057,000 plus CPI Adjustment for prior two Program Years Program Year 4 through Program Year 8 .. Prior year AFPF plus CPI Adjustment for prior Program Year The AFPF otherwise payable by the COUNTY to BFI shall be automatically increased by seventy percent (70%) of the cumulative change in the Consumer Price Index (CPI-U, all items index for Miami, Florida as published by the U.S. Department of Labor) for the immediately preceding 12-month period beginning one year from the Commencement Date and each year thereafter during the term of this Agreement ("CPI Adjustment"). b) Variable Processing Fee (VPF) is defined to mean the fee paid by the COUNTY to BFI on a monthly basis for processing Program Recyclables in excess of the MTC. The VPF shall be $3.40 per ton through the end of the first Program Year under this Agreement. For each Program Year thereafter, the VPF for such Program Year shall be the VPF for the immediately preceding Program Year automatically increased by seventy percent (70%) of the cumulative change i Consumer Price Index (CPI-U, all items index for Miami, Florida as publish the U.S. Department of Labor) for the immediately preceding 12-month peri c) Revenue Share (RS) is defined to mean the COUNTYt share of cumulative net revenues from the sale of Recovered Materials, based on Program Recyclables delivered to BFI pursuant to this Agreement. This amount is calculated monthly based on actual sales (including transactions in which BFI may be required to pay the buyers of Recovered Materials) net of freight and other approved delivery costs. The COUNTY's Revenue Share percentage for Program Recyclables delivered to BFI from any Residential Unit wherever located and for which the County receives credit pursuant to Section 5.1, up to the MTC, shall be eighty (80) percent for the term of this Agreement. The Counryt Revenue Share percentage for Program Recyclables in excess of the MTC delivered to BFI under this Agreement pursuant to any agreement entered into between County and any other entity shall be fifty (50) percent for the term of this Agreement. 53 Prior to the Commencement Date, the COUNTY shall pay BFI in accordance with this Agreement only for those tons of Program Recyclables delivered at the request of BFI not to exceed a pro rats share of the MTC. Payments made by the COUNTY during such period shall be made based upon the rate of the VPF. BE shall retain all revenues from the sale of Recovered Materials processed prior to the Commencement Date. 5.4 Upon the Commencement Date, BFI shall prepare, certify and submit to the COUNTY for approval a monthly invoice containing all required information for the bm ff-w -7- • • 4_q '�-iI NSF. If the NSF is positive, the COUNTY shall promptly pay to BFI the amount due within 30 days of receipt of an invoice. If the NSF is negative, BFI shall promptly pay to the COUNTY the amount due within thirty (30) days of the end of the month. At the end of each quarter of a Program Year, BFI shall reconcile differences between the pro rata share of the MTC and actual tons delivered to ensure that VPF is only paid for tonnages in excess of the pro rata MTC for the given Program Year. 5.5 The NSF for each month beginning on the Commencement Date shall be calculated as follows: A F 4F . VPF) -R 6.1 Beginning with the Commencement Date,'BFI shall during operating hours accept all deliveries of Program Recyclables by the COUNTY. Deliveries of Program Reryclables may only be rejected in the following events: 6.L0 The materials are not sorted in accordance with the established sorting protocol. 6.L1 The materials fail to meet the Qualitative Acceptance Standards proposed by BFI on Form 5 of the BFI Proposal ("Acceptance Standards"). 6.1.2 The delivery of Program Reryclables exceeds 200 percent of the daily pro rata share of the MTC for the given Program Year. 6.2 BFI may accept Recyclable Materials at the MRF from other sources provided the acceptance or processing of such Recyclable Materials shall not preclude or interfere with the daily delivery or processing of Program Reryclables from COUNTY. BFI agrees that in no event may it enter into any contract or other arrangement. either directly or indirectly by way of any third party, with any entity wherever located for a lower processing fee or greater Revenue Share for Program Reryclables than is provided for in this Agreement unless such more favorable terms are also extended to the COUNTY. For purposes of the preceding sentence, the minimum threshold processing fee shall equal the product of the then applicable AFPF divided by the then applicable MTC. bmwneiaa -8- 0 • P7 63 BFI shall inspect each delivery of Program Reryclables prior to and upon their discharge from the MRF. BFI shall have the right to reject deliveries of materials which fail to meet the Acceptance Standards. The expense of remrn-al of nonconforming loads or the expense in bringing delivered materials into conformance with the Acceptance Standards will be borne solely by the deliverer if rejection of the load is documented in accordance with the approved inspection protocol. 6.4 BFI shall remove from the waste stream and shall be responsible for disposal in accordance with all applicable law items which have not been rejected and contain residues of Hazardous Wastes which could be released into the environment during processing. These items include, but are not limited to, containers or other items which may contain residues of the following: paints, pesticides, solvent based flui,ls (thinners, glue, cleaning solvents, etc.) fuels, brake fluid, transmission fluid, and aerosol cans. 6.5 BFI shall be solely responsible for processing all Program Reryclables in accordance with this Agreement, the Specifications and the requirements of the secondary materials buyers. Residue which is culled from material and accepted by BFI or which is the result of processing activify shall not exceed the proposed Resid Allowance set forth in the BFI Proposal Form 2 ("Residue Allowance"). The quanti of marketable material which results from processing operations should equal the quantity of accepted materials less the Residue Allowance and Rejects removed. Residue and Rejects, except Hazardous Waste, will be accepted for disposal by the COUNTY at the Landfill or Waste to Energy Facility as the COUNTY directs at no tipping fee to BFI, provided that: 65.1 BFI shall bear the cost of transporting the Residue and Rejects, and 65.2 BFI shall pay the current tip fee at the Waste to Energy Facility and Landfill for disposal of Residue in excess of the Residue Allowance, and Rejects, except Hazardous Waste. County will use its best efforts to designate a Waste to Energy Facility or Landfill most convenient to the MRF as may be requested by BFI from time to time. 6.6 BFI shall be solely responsible for marketing all Program Reryclables received and processed at the MRF. BFI shall bear all costs associated with marketing including, without limitation, providing or arranging for transportation of materials to end markets. All Recovered Materials shall be sold within a reasonable period of time after delivery except where special or seasonal conditions would require accumulation of materials. BFI shall maintain complete and accurate records of all sales and transportation accounts and transactions. The records shall be subject to inspection at all times during normal hours of operation by COUNTY. BFI shall use its best efforts to research and investigate new markets for Recovered Materials. BFI shall bm mi(.R .9- r� C7 0 ,(. 5!A_ 197 prepare and furnish to the COUNTY a written report on a quarterly basis describing how it has complied with the obligations of this section. BFI shall maintain a record of each delivery of Recovered Materials which is rejected as a result of its failure to meet general market or specific contract specifications, and shall notify the COUNTY of the rejection and immediately take all reasonable steps to determine the cause of the rejection and correct same. BFI shall bear the cost of disposing of Hazardous Wastes which have not been rejected and any unmarketable materials other-thmi items determined to be within the Residue Allowance. 6.7 BFI shall create, maintain and make available to COUNTY all records required by law and all records necessary to: 6.7.1 Document Rejected Deliveries by time, date, place, type, weights and source. 6.7.2 Document Residue, Rejects, and Hazardous Waste weights disposed. 6.73 Document Recovered Material sales and sales revenue, inventories, and account receivables; and create an audit trail from materials deliveries through sales which enables billing verification and pro rata distribution of fees and revenues. 6.7.4 Document Recovered Materials' quality and marketability. 6.7.5 Verify contract compliance. 6.7.6 Document waste tonnages diverted from disposal facilities. 6.8 All scale information and data shall be maintained on a system compatible with the COUNTY's system currently used at the Waste to Energy Facility and Landfill. The COUNTY shall be supplied with a digital tape formatted to be compatible with the COUNTY's system containing all transactions covered by this Agreement by Wednesday following the week the transaction took place. BFI shall submit to the COUNTY a monthly report of all materials flowing through and stored in the MRF to verify monthly computation of the Net Service Fee. All unprocessed material storage and processing shall be under roof. To the extent practical, processed or recovered materials storage shall also be under roof. ewmd..gr -lo- C7 7.1 BFI shall prepare a special financial report signed by an officer of the company which shall disclose information on the calculation of all payments and fees between BFI and COUNTY in accordance with Article 5.2 and whether or not any funds are -due to the COUNTY. The financial records shall be kept in accordance with generally accepted accounting principles. The reports shall be submitted to COUNTY within sixty (60) days at the end of the Program Year. 7.2 The COUNTY or any of its duly authorized representatives shall have access during normal hours of operation and upon reasonable prior notice to such books, records, data, documents, and reports reasonably necessary to determine compliance by BFI with the terms of this Agreement throughout the term of this Agreement and for period of five years thereafter or as required by the Public Records Law, whichev is longer. 73 Attached hereto as Exhibit A is the format and sample contents of the records to be maintained and the reports to be generated by BFI in fulfillment of the requirements of this Agreement. 8.1 BFI shall at no cost to the COUNTY: (i) make the Facility available upon reasonable notice for viewing by COUNTY, state and other governmental officials and members of the public as a part of a COUNTY authorized public information/public relations program; and (ii) respond in a timely fashion to the COUNTY's reasonable requests for information for use in such programs. 9.1 BFI agrees that it will not discriminate against any employee or applicant for employment for work under this Agreement because of handicap, race, color, religion, -11- /�+6'�-- sex, age or national origin and will take affirmative steps to ensure that applicants are employed and employees are treated during employment without regard to race, color, religion, sex, age or national origin. This provision shall include, but not be limited to, the following: employment upgrading, demotion or transfer; recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeships. BFI agrees to furnish COUNTY with a copy of its Affirmative Action Policy. ARTICLE 10 SMALL DISADVANTAGED BUSINESS ENTERPRISE 10.1 The Board of County Commissioners has enacted an ordinance establishing SDBEAAP and including goals in all COUNTY procurement activity of $150,000 or more and in other selected COUNTY procurement activity. Goals for small disadvantaged business enterprise participation in the design and construction of the facilities proposed under this Solicitation, are established at 15 percent for minority business enterprises and 5 percent for women business enterprises. Each participating minority and women -owned firms must be certified by the Office of Small/Minority Business Affairs. 10.1.1 COUNTY and BFI agree, however, that subcontract and vendor awards to Small Disadvantaged Business Enterprises and Minority - Majority Joint Ventures are crucial to the achievement of COUNTY's SDBE participation objectives. In an effort to assist COUNTY in achieving its objectives for SDBE, BFI agrees to take affirmative action. 10.1.2 For the operations phase of this project, BFI shall be required to submit a Small Disadvantaged Business Enterprise Affirmative Action Plan to include specific plans to utilize SDBE firms as subcontractors, vendors/suppliers, providers of professional services. 10.13 BFI understands that it is the responsibility of the Office of Integrated Waste Management and the Office of Small/Minority Business Affairs to monitor compliance with the SDBEAAP. In that regard, BFI agrees to furnish quarterly reports to both patties on the progress of SDBE participation commencing with the end of the first quarter of this Agreement. niwmei.sr -12- AFMCLE 11 SAFETY 1L1 BFI will take precautions necessary and will bear sole responsibility for the safety and adequacy of the methods and means employed in performing work. BFl will at all times in the performance of the work comply with and provide the safeguards required by applicable federal, state, county, and local laws, rules and regulations concerning the Occupational Safety and Health Act of 1970 ("OSHA) and all applicable Florida labor laws, regulations, and standards. BFI will warrant that any work performed on COUNTY property or in a location partially or entirely under BFI's control will be performed in accordance with OSHA requirements. 11.2 BFI shall indemnify and hold the COUNTY harmless from and against liabilities, suits, damages, costs and expenses (including attorneys' fees) which may be imposed on, incurred by, or asserted against the COUNTY because of BFI's or subcontractor's failure to comply with OSHA or State labor laws. 12.1 BFI shall indemnify and save harmless the COUNTY, its officers, agents, and employees from or on account of any physical injuries or damages, received or sustained by any person or person during or on account of arty operations connected with the Agreement and arising out of a willful or negligent act or omission of BFI, its subcontractors, agents, servants or employees; provided, however, that BFI shall not be liable for any of the foregoing to the extent arising out of a willful or negligent act or omission of the COUNTY, a Participating Municipality or any of their respective subcontractors, agents, servants or employees. BFI agrees to indemnify and save harmless the COUNTY, its agents or employees, against claims, or liability arising from or based upon the violation of any federal, state, county, city laws, bylaws, ordinances, or regulations by BFI. its agents, associates, or employees. BFI further agrees to indemnify and save harmless the COUNTY from all such claims and fem and from any and all suits and actions of every name and description that may be brought against COUNTY on account of any claims, fees, royalties, or costs for arty invention or patent, and from any and all suits and actions that may be brought against COUNTY for the infringement of arty and all patents or patent rights claimed by any person, firm, or corporation and arising out of BFI's construction and operation of the MRF 12.11 The indemnification provided above shall obligate BFI to defend at its own expense or to provide for such defense, at the COUNTY's option, any bev.uHagr -13is - • I-':�2-I and all claims of liability and all suits and actions of every name and description that may be brought against the COUNTY to the extent contemplated by Section 12.1 which may result from the operations and activities under this Agreement whether the operations be performed by BFI, its subcontractor, or by anyone directly or indirectly employed by either. 13.1 Without limiting any of the other obligations or liabilities of BFI, BFI shall provide, pay for, and maintain in force until all of its work to be performed under the Agreement has been completed and accepted by the COUNTY (or for such duration as is otherwise specified herein), the insurance coverages set forth in this section. 132 Workers' Compensation Insurance to apply for all employees in compliance with the "Workers Compensation Law" of the State of Florida and all applicable Federal laws. In addition, the policy(s) must include: --' Employers' liability with minimum limits of One Hundred Thousand Dollars ($100,000.00) each accident. Notice of Cancellation and/or Restriction -- The policy(s) must be endorsed to provide Broward County with thirty (30) days notice of cancellation and/or restriction. If any operations are to be undertaken on or abut navigable waters, coverage must be included for the U.S. Longshoremen and Harbor Workers Act and Jones Act. 133 Comprehensive General liability with minimum limits of Two Million Dollars ($2,000,000) per occurrence combined single limit for Bodily Injury liability and Property Damage liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Comprehensive General liability policy, without restrictive endorsements, as filed by the Insurance Services Office and must include: Premises and/or Operations. Independent Contractors. Products and/or Completed Operations. smwmd,pr -14- 0 Broad Form Contractual Coverage applicable to this specific Contract, including any hold harmless and/or indemnification agreement. Personal Injury Coverage with Employee and Contractual Exclusions removed with minimum limits of coverage equal to those required for Bodily Injury Liability and Property Damage Liability. COUNTY is to be included as an "Additional Insured" in the name of "Broward County Board of Commissioners" with respect to liability arising out of operations performed for COUNTY in connection with general supervision of such operation. Notice of Cancellation and/or Restriction —The policy(s) must be endorsed to provide Broward County with thirty (30) days notice of cancellation and/or restriction. 13.4 Business Automobile liability with minimum limits of Three Hundred Thousand Dollars ($300,000.00) per occurrence combined single limit for Bodily Injury LiabilityAft and Property polity. without restrictive endorsements, as filed by the Insuranc Services Office and must include: Owned Vehicles. Hired and Non -Owned Vehicles. Employers Non -Ownership. Notice of Cancellation and/or Restriction -- The policy(s) must be endorsed to provide Broward County with thirty (30) days notice of cancellation and/or restrictions. 13.5. Environmental Impairment Liability in the minimum amount of S1,000,000.00 per occurrence. 13.6 BFI shall provide the Certificates of Insurance evidencing the insurance coverage specified above. BFI should provide these Certificates within fifteen (15) days after request by the Purchasing Agent. The required Certificates of Insurance shall not only name the types of policies provided, but also shall refer specifically to this Contract and section and the above paragraphs of the Contract. If the initial insurance expires prior to the completion of the work, renewal Certificates of Insurance shall be furnished thirty (30) days prior to the date of their expiration. bmwmr(.aar -15- r� • • W1.4-MzNMME-1 14.1 BFI shall be required to furnish to the COUNTY a Performance and Payment Bond at such time and in the form indicated on Form 7 of the RFP. BFI is required to have a valid Performance and Payment Guaranty in force covering the -construction and performance testing of facilities. The Bond must be in the amount of 100 percent of total amount of the construction contract guaranteeing the COUNTY the satisfactory performance of the work covered in such contract as well as full payment of all suppliers, materials, laborers or subcontractors employed in the prosecution of the work 142 In lieu of the bond required by this section, BFI may furnish an alternate form of security which shall be in the form of cash, money order, certified check, cashiers check or irrevocable letter of credit of the form and containing all provisions of the Irrevocable Letter of Credit (Proposal Form 7 of the RFP). Such alternate forms of security shall be for the same purpose and shall be subject to the same conditions as those applicable to the bond required by this section. A determination of the value of such alternative forms of security shall-ft made by the COUNTY. 143 The Performance and Payment Bond must be in such form and executed by a surety company meeting the requirements of the RFP. 15.1 This Agreement and any permits required for performance of the Agreement may not be assigned, conveyed, or otherwise disposed of without the written permission of the Board of County Commissioners and Broward County Resource Recovery Board. In the event BFI elects to use any subcontractors, this does not relieve BFI from arty prime responsibility of full and complete satisfactory and acceptable performance under any awarded contract. 16.1 BFI shall pay all applicable sales, consumer, use and other similar taxes required by law. BFI is responsible for reviewing the pertinent State Statutes involving the sales tax and complying with all requirements. e�.s. -16- r� u ARTICLE..0 17.1 Aher Partial Utilization of the MRF(s), BFI shall conduct a Performance Test in order to certify that the designed and installed system is capable of operating as required by the RFR All labor, materials (except Program Recyclables), equipment, and services required to perform the Performance Test shall be supplied by BFI. At the end of the test, BFI shall submit a written report indicating all relevant items, including quantities processed, material quality, labor used, percent rejects, equipment function schedules, maintenance and other pertinent information. The following outlines general procedures to be followed as part of Performance Testing at the MRF: 17.L1 Performance Testing shall be based on the first year MTC. 17.L2 Performance Testing shall take place within 60 days of Partial Utilization during a consecutive three-day1ftne period as agreed to by the COUNTY and BFI contract administrators. 17.L3 Representatives of the COUNTY will be present during the Performance Testing period and will observe and oversee recording of agreed upon Performance Testing procedures. BFI shall arrange for the presence of manufacturer representatives and any other support personnel necessary to conduct and perform the required testing throughout the testing period. 17.1.4 During Performance Testing, BFI shall operate the MRF in accordance with normal operating procedures and staffing (except that special staffing required to perform tests and record measurements is acceptable). All MRF operations shall be conducted during the Performance Testing period including routine equipment operations and maintenance services, and loading of Residue and normal quantities of Rejects. 17.L5 BFI is responsible for the completion of equipment installation, operations staff training, and equipment system startup testing at the MRF before Performance Testing takes place in accordance with this Performance Testing procedure. 17.L6 All instrumentation, meters and recording devices necessary for the test shall be calibrated prior to the tests. BFI shall furnish equipment, prior to commencement of testing, and provide documentation confirming the calibrations of such equipment. Equipment used to collect samples bmwmdagr -17- 0 (e.g., containers such as drums, gaylords, etc.) should be tare weighted and this tare weight must be clearly marked on each container. 17.1.7 The COUNTY shall provide Program Recyclables as required by BFI up to a pro rata share of the MTC for the Performance Test. However, the COUNTY may request that BFI assist in obtaining Program Reryclables (without any requirement for BFI to purchase such ProgramRecyciables), or in stockpiling such material (to the extent of available space at the MRF) prior to the Performance Test. 17.1.8 Processing interruptions during Performance Testing shall not necessarily invalidate Performance Testing or any individual test(s). Shutdown of all or part of the MRF to make necessary repairs to equipment or to correct normal operational problems will be permitted. Shutdown time, up to 15 hours per twelve (12) hour shift, shall be allowed during the Performance Test. 17.1.9 Should the MRF fail all or a portion of the Performance Test requirements. BFI shall, at its sole cost and expense, modify or rebuild those portions of the MRF/equipment such that the Performance Test may be rescheduled and satisfie&—'In this event, only the portion of the MRF/equipment which failed the Performance Test may be retested if agreed to by the COUNTY and BFI. FENKI-1-M - u s •; a 18.1 The MRF proposed by BFI under the RFP shall be ready for Partial Utilization no later than 170 calendar days after the date of issuance of building permits. Substantial Completion of the MRF shall occur within 180 calendar days after the date of issuance of building permits. BFI shall be required to obtain all necessary building permits no later than 60 days after receipt of notice from the County under Section 2.22 of this Agreement. 18.2 Damages for Delay - BFI and COUNTY recognize that the COUNTY will suffer direct financial loss if work is not completed within the contract times specified above plus any extensions thereof allowed in accordance with the contract conditions. They also recognize the delays, expense and difficulties involved in proving in a legal or arbitration proceeding the actual loss suffered by COUNTY if the work is not completed on time, and therefore time is of the essence. Accordingly, instead of requiring any such proof, BFI agrees to forfeit and pay COUNTY as full and complete liquidated damages for delay (but not as a penalty) the amount of $1,000 tim mdagr -18. 0 • /. q;- / q ? for each calendar day that expires after the time specified for Substantial Completion until the work is ' completed. This amount represents a reasonable estimate of COUNTY's expenses for extended delays and for loss of use, inspection, engineering services and administrative costs associated with such delay. In addition to these liquidated damage amounts there shall be other amounts for additional delay damages incurred by COUNTY caused by avoidable delays by BFI. These actual delay damages will include, but not be limited to, delay damage settlements or -awards owed by COUNTY to others; delay penalties, fines or penalties imposed by regulatory agencies; contract damages, and professional fees incurred in connection with such settlements, awards, penalties, fines or penalties, contract damages and loss of use. ARTICLE 19 FREVATLING WAQE RATES 19.1 Prevailing wage rates shall apply to this Agreement in accordance with Chapter 26.5 of the Broward County Code. ARTICLE 20— EQRCE MAJEURE 20.1 Except for any payment obligation by either party (including the COUNTY's obligation to pay the NSF), if the COUNTY or BFI is unable .to perform, .or as delayed in its performance of, any of its obligations under this Agreement by reason of any event of force majeure, such inability or delay shall be excused at any time during which compliance therewith is prevented by such event and during such period thereafter as may be reasonably necessary for the COUNTY or BFI to correct the adverse effect of such event of force majeure. 20.2 An event of "Force Majeure" shall mean the following events or circumstances to the extent that they delay the COUNTY or BFI from performing any of its obligations (other than payment obligations) under this Agreement: 202.1 Strikes and work stoppages other than those occurring at the MRF, and other than those caused by a negligent or willful act or omission of BFI or its agents or assigns; 2022 Acts of God, tornadoes, hurricanes, floods, sinkholes, fires, and explosions (except those caused by negligence of BFI, its agents, and assigns), landslides, earthquakes, epidemics, quarantine, pestilence, and extremely abnormal and excessively inclement weather; and b"M,r..gr -19- C� • ,L-9)-19 1 2023 Acts of a public enemy, acts of war, terrorism, effects of nuclear radiation, blockades, insurrections, riots, civil disturbances, or national or international calamities. 203 In order to be entitled to the benefit of this section, a party claiming an event of force majeure shall be required to give prompt written notice to the other party specifying in detail the event of force majeure and shall further be required to -use its test efforts to cure the event of force majeure. The parties agree that, as to this secdon, time is of the essence. 21.1 In the event there should occur any material breach or material default in the performance of any covenant or obligation of COUNTY or BFI which has not been remedied within thirty (30) days after receipt of written notice from the non -breaching parry specifying such breach or default (or such longer period of time as is reasonably necessary to cure any such breach or default which is not capable of being cured within thirty (30) days provided the breaching party has undertaken to cure within such thirty (30) days and proceeds diligently thereafter to cure in an expeditious manner), the non -breaching party may, if such breach or default is continuing, terminate this Agreement upon written notice to the other party. In the event of a breach, event of default, or termination of this Agreement, each parry shall have available all remedies in equity or at law. 21.2 The following events shall, without limitation, constitute a material breach or material default by BFI for purposes of Section 21.1: 2L2.1 If BFI shall have abandoned (as hereinafter defined) the operation or construction of the MRF for a period of thirty (30) days unless caused by an event of force majeure. As used herein, the term Abandon" shall refer to a voluntary cessation of construction or operation and a withdrawal of all construction, operating, and maintenance personnel. 2L72 If BFI shall be generally not paying its debts when they become due; shall have filed, or consented by answer or otherwise to the filing against it of, a petition for relief or reorganization and bankruptcy or insolvency law of any jurisdiction: shall make an assignment for the benefit of its creditors in lieu of taking advantage of any such bankruptcy or insolvency law; shall consent to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect of any substantial pan of its bfumd gr -20- • /w 5�"/ 9 � property; shall be adjudicated insolvent; or shall take corporate action for the purpose of any of the foregoing. 2123 If BFI fails to pass the Performance Test within 90 days after the date specified for Substantial Completion of the MRF. Such obligation of BFI is conditioned upon the COUNTY delivering adequate Program Recyclables. This Agreement and the rights and obligations contained herein shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. 222 EXECUTION DATE The date of the execution of this Agreement shall mean the last day upon which it becomes fully executed by BFI and COUNTY. 0 223 SURVIVAL Any rights either parry may have in the event it terminates this Agreement pursuant to the terms hereof shall survive such termination. W�fel1.11 Wj 32141AN M • The preparation of this Agreement has been a joint effort of the parties, and the resulting document shall not. solely as a matter of judicial construction, be construed more severely against one of the parties than the other. Nothing contained in this Agreement shall constitute or be construed to be or create a partnership, joint venture or any other relationship between BFI and COUNTY. all'.4 Now BFI and COUNTY agree to execute, acknowledge and deliver and cause to be done, executed, acknowledged and delivered all such further documents and perform such acts as shall reasonably be requested of it in order to carry out this Agreement and bra.ac..a -21- 0 • give effect hereto. Accordingly, without in arty manner limiting the specific rights and obligations set forth in this Agreement, the parties declare their intention to cooperate with each other in effecting the terms of this Agreement. For purposes herein, the parties agree that time shall be of the essence-rof-this Agreement and the representations and warranties made are all material and of the essence of this Agreement. Captions and paragraph headings contained in this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope or intent of this Agreement, nor the intent of any provision hereof. 22.9 j jO WAIVER No waiver of airy provision in this Agreement shall be effective unless it is in writing, signed by the party against whom it is asserted, and any such written waiver shall only be applicable to the specific instance to whi'M it relates and shall not be deemed to be a continuing or future waiver. 22.10 Q2=RPARTS This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same Agreement. 22..11 GENDER AU terms and words used in this Agreement, regardless of the number and gender in which used, shall be deemed to include any other gender or number as the context or the use thereof may require. 2232 This Agreement constitutes the entire understanding and agreement between the parties and may not be changed, altered or modified except by an instrument in writing signed by all parties against whom enforcement of such change would be sought. In the event any term or provision of this Agreement shall be determined by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or be construed or deleted as such authority bfum taar 122- ,e_�,,2-1'q� determines, and the remainder of this Agreement shall be construed to be in full force and effect. ' w All Exhibits attached hereto contain additional terms of this Agreement. Typewritten provisions inserted in this form or attached hereto shall control all printed provisions in conflict therewith. 22.14 GOVERNING LAW This Agreement shall be construed -and interpreted according to the laws of the State of Florida and venue with respect to any litigation shall be Broward County, Florida. IN WITNESS WHEREOF, the parties have made and executed this Agreement on the respective dates under each signature: BROWARD COUNTY through its BOARD OF COUNTY COMMISSIONERS, signing by and through iSs Chairman or Vice Chairman, authorized to execute same by Board action on the �t� day of 199Z and BROWNING-FERRIS INDUSTRIES OF FLORIDA, INC., signing by and through its Vice President . duly authorized to execute same. COUNTY AATrE: BROWARD UNTY, through its BOARD OF COU TY C MI SIONERS syator and Ch rman Fat-Officio Clerk of the Board of County Commissioners of Broward County, Florida day of 11992 7. %, �� Cj0ir1117�Jnnk. Approved as to form by Office of County It �y .�••......•V / -, Attorney Broward County, Florida '•.��vn� JOHN J. COPELAN, JR., County Attorney Governmental Center. Suite 423 C.. =- .31 � ` 115 South Andrews Avenue : Fort Lauderdale, Florida 33301 '•'�'S. r ' Telephone: (305) 357-7600 !? r.M T ;� Telecop'en (305) 357-7641 � ��..„,...,� By NOEL M. P EFFER Deputy County Attorney bMWMrt.2s. -23- • E • 0 AGREEMENT BETWEEN BROWARD COUNTY AND BROWNING-FERRIS INDUSTRIES OF FLORIDA, INC. FOR MATERIALS RECOVERY FACILITY m ATTEST: BROWNING-FERRIS INDUSTRIES OF FLORIDA, INC. By Asfant Secretary Pce President [CORPORATE SEAL] *A1 C 091 day of 7,�,;elt— , 1992 sm..,rr.a -24- le • • 0 I Temp. Reso. # L�% CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-93-,?E'> A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TAMARAC, FLORIDA AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO EXECUTE A REVISED FIRST AMENDMENT/INTERLOCAL AGREEMENT WITH BROWARD COUNTY FOR SOLID WASTE DISPOSAL SERVICE; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN WHEREAS, the City Council of the City of Tamarac, Florida deems it to be in the best interests of the citizens and residents of the City of Tamarac to authorize the appropriate city officials to execute a revised First Amendment/Inter local Agreement with Broward County for Solid Waste Disposal. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF TAMARAC, FLORIDA: SECTTON 1: That the foregoing *WHEREAS* clause is hereby ratified and confirmed as being true and correct and are hereby made a specific part of this Resolution as attached hereto. ECTIQU 2-- That the appropriate City Officials are hereby authorized to execute said First Amendment/Interlocal Agreement with Broward County for Solid Waste Disposal Service. SECmION 3: All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTTON 9: If any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part o application, it shall not affect the validity of the remaining portions or applications of this Resolution. SECTION 5r This Resolution shall become effective 2 2 3 4 f i w 2 Temp. Reso. # �'`� 71 immediately upon its passage and adoption. PASSED, ADOPTED AND APPROVED thisc2F day of v - P"� , 1993' ATTEST: CAROL A. EVANS CITY CLERK MAYOR _ DIST 1: I HEREBY CERTIFY that I DIST.2:_ have approved this Dian, 3.. RES0IbUTION as to form. DIST. a:_ `MITCHELL 'S. ARAkT CITY ATTQKNEY 3SP ANFT7oWW/Itr=j4CAL AMEDWMIrkt) H BENDER MAYOR RECORD OF COUNCIL.VOTE C • • C� F I R S T A M E N D M E 1: T I N T E R L O C A L A G R E E 14 E N T W I T H B R O W A R D C O U N T Y F O R S O L I D W A S T E D I S P O S A L S E R I C E r� 4,93--59 This First Amendment dated for convenience October 1, 1992, to the Interlocal Agreement with Broward County for Solid Waste Disposal Services, dated for convenience November 25, 1986, by and between BROWARD COUNTY, a political subdivision of the State of Florida, by and through its Board of County Commissioners, ("COUNTY") and the Municipalities whose names appear in Exhibit "A" of the Interlocal Agreement ("CONTRACT COMMUNITIES"). W I T N E S S E T H WHEREAS, the COUNTY and CONTRACT COMMUNITIES desire that the Broward Solid Waste Disposal District and its Resource Recovery Board provide for a Materials Recovery Facility through the use of available funds including a surcharge on processible waste delivered to resource recovery system facilities. WHEREAS, the Florida Solid Waste Management Act (1988) directs Counties to reduce their solid waste stream and recycle designated materials; and w. • WHEREAS, the COUNTY has secured from Browning Ferris Industries, of Florida, Inc., (BFI) a comprehensive proposal to construct, operate, and maintain a Materials Recovery Facility (MRF) for the COUNTY and CONTRACT COMMUNITIES for a term of eight (8) years. NOW, THEREFORE, the parties do agree to amend the Interlocal Agreement as follows: 1. Except as may be provided in this First A endment, all defined terms used herein shall have the same meaning as in the Interlocal Agreement. 2. Article 2, Definitions, shall be amended by the addition of new Sections 2.26, Materials Recovery Facility Contract and 2.27 Materials Recovery Facility, reading as follows: 2.26. Materials Recovery Facility Co -tract. The term "Materials Recovery Facil:ty Contract" shall mean the contracts entered into between COUNTY and Browning -Ferris Industries, Inc., dated for convenience September 1992, for the purpose of designing, :instructing, testing, operating, maintaining, and repairing a materials recovery facility cr any other full service contractor for the purpose of designing constructing, testing, operating, maintaining, and repairing _ materials recovery facility as a part of -he resource recovery system. • C` C, 2.27. Materials Recovery Facility. The term "Materials Recovery Facility" shall mean the facility or facilities constructed, operated, maintained and repaired or caused to be Constructed, operated, maintained, and repaired by COUNTY pursuant to this Agreement for the purposes of receiving, processing, transferring, and shipping materials from solid waste segregation programs intended for reuse or recycling. Materials Recovery Facilities shall be deemed to be a part of the resource recovery system for the term of the Materials Recovery Facility Contract. �. Article 6, Tipping Fees and Service Charges, shall be amended by the addition of new Sections 6.6 and 6.7 Processible Waste Tipping Fee Surcharge, reading as follows: 6.6 Materials Recovery Facility Funding. For the term of the Materials Recovery Facility Contract, the ResoUtce Recovery Board shall designate funds to cover the cost of the Materials Recovery Facility including reasonable administrative costs. Any future increase in funding costs (other than administrative costs) shall not exceed the proportionate increase provided in the Materials Recovery Facility Contract. Funds may be drawn from reserves, grant funds or a surcharge imposed on processible waste delivered to the resource recovery system. 6.7 Materials Recovery Revenues. One hundred percent (100%) of all net revenues generated by the sale of the recyclable materials will be reimbursed to each CONTRACT COMMUNITY and the COUNTY on the basis of actual tonnage delivered to the Materials Recovery Facility by the respective party. Net revenues will be consistent with the terms of the Materials Recovery Facility Contract and reflect the relative composition of the materials delivered. In the event any non -contract community or other governmental entity enters into an agreement with COUNTY to use the MRF, all net revenues from such entit-: will not be calculated as part of this Agreement unless the entity executes an Agreement with the COUNTY which pro rides terms_ and conditions which would allow it to lie considered a CONTRACT COMMUNITY for MRF funding purposes only. r� f -° 3 "3 FIRST AMENDMENT INTERLOCAL AGREEMENT WITH BROWARD CCu?.TY FOR SOLID WASTE DISPOSAL SERVICE h IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the respective dates under each signature- BROWARD COUNTY through its Board of COUNTY COMMISSIONERS, signing by and through its Chair or Vice Chair, authorized to execute same by Board action on the day of 19�, and the Contract Community signing by and through its duly authorized to execute same. C 0 U N T __Y ATTEST: County Administrator and Ex officio Clerk of the Board of County Commissioners of Broward County, Florida BROWARD COUNTY, through its BOARD OF COUNT': C014MISS1014ERS By Chair day of 19 _ Approved as to form by the Office of County Attorney Broward County, Florida JOHN J. COPELAN, JR., County Attorney Governmental Center, Suite 423 115 South Andrews Avenue Fort Lauderdale, Florida 33301 Telephone: (305) 357-7600 Telecopier: (305) 357--7641 By NOEL M. PFEF: �R Deputy Count.: Attorney 3 Is r� C7 FIRST AMENDMENT INTERLOCAL AGREEMENT WITH BROWARD COUNTY FOR SOLID WASTE DISPOSAL SERVICE C O N T R A C o M U I T Y WITNESS Z,6� A)(4 ATTEST: 10 CAROL A. EVANS CITY CLERK CITY OF TAMARAC APPROVED AT MEETING OF 'i - a$ 3 NMP:dp 11/19/92 t92-143.07 SOLID .ILA 4 CITY OF T8kZE2 Name of Contract Community By ,,Mayo r oramissioner H L. BENDER q �6h day of kiLal, By \ i y Manage OHN P. KEILY jh day of �, 19� Approve as orr: ity Attorney MrX= S. KRAFT • 1 • i Temp. Reso. # Cv474 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-93— LC) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TAMARAC, FLORIDA AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO EXECUTE A SECOND AMENDMENT TO INTERLOCAL AGREEMENT WITH BROWARD COUNTY FOR SOLID WASTE DISPOSAL SERVICE; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE WHEREAS, the City Council of the City of Tamarac, Florida deems it to be in the best interests of the citizens and residents of the City of Tamarac to authorize the appropriate city officials to execute a Second Amendment to Interlocal Agreement with Broward County for Solid Waste Disposal. NOW, THEREFORE, BE IT RESOLVED ,RY THE CITY COUNCIL OF THE CITY OF TAMARAC, FLORIDA: SECTION is That the foregoing "WHEREAS• clause is hereby ratified and confirmed as being true and correct and are hereby made a specific part of this Resolution as attached hereto. SECTION 2: That the appropriate City Officials are hereby authorized to execute said Second Amendment to Interlocal Agreement with Broward County for Solid Waste Disposal Service. SECTION 3: All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. &FCTION 4: If any clause, section, other part or application of this Resolution is held by any court of competent Jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. 99rTTON 5: This Resolution shall become effective i 2 2 2 2 Temp. Reso. # (0 710 1 immediately upon its passage and adoption. 5 S PASSED, ADOPTED AND APPROVED this o'W�'daY of 1993. 30 A.L. BENDER 11 MAYOR 22 ATTEST: 23 24 C� Lz/- CAROL A. EVANS 25 CITY CLERK pECOAD OF COUNCI G1E 16 � MAYOR 17 I HEREBY CERTIFY that I DISI 1:_ have approved this DIST. C: Q 2d RES I N as to form. O ST. 3 M 52HI 2' D�: i.4: MI CH S FT _' CITY ATTQYMY 22 2w wcmicm1xw=ta= AQI YPIrw 23 24 2S 21 27 26 29 t0 • �-13-G a S SCOND AMEN DMENT I N T E R L 0 C A L A G R E E M E N T WITIi S R O W A R D C O U N T Y F 0 R S O L I D W A S T E D I S P 0 S A'L S E R V I C E • h r� u 9 3 -. f0 This Second Amendment dated for convenience March 1, 1993, to the Interlocal Agreement with Broward County for Solid Waste Disposal Services, dated for convenience November 25, 1986, by and between BROWARD COUNTY, a political subdivision of the State of Florida, by and through its Board of County Commissioners, ("COUNTY") and the Municipalities whose names appear in Exhibit "A" of the Interlocal Agreement ("CONTRACT COMMUNITIES"). W I T N E S S E T H WHEREAS, the COUNTY and CONTRACT COMMUNITIES desire that the Broward Solid Waste Disposal District and its Resource Recovery Board provide for a Household Hazardous Waste Program through the use of available funds including a surcharge on processible waste delivered to resource recovery system facilities. WHEREAS, the Florida Solid Waste Management Act (1908) directs Counties to reduce their solid waste stream and recycle designated materials and remove hazardous substances from the waste stream. NOW, THEREFORE, the parties do agree to amend the Interlocal Agreement as follows: 0 1. Except as may be provided -in this Second Amendment, all defined terms used herein shall have the same meaning as in the Interlocal Agreement. 2. Article 2, Definitions, shall be amended by the addition of new Section 2.28, Household Hazardous Waste Facility, reading as follows: 2.26 Household Hazardous Waste Facility. The term "Household Hazardous Waste Facility" shall mean the facility or facilities constructed, operated, maintained and repaired or caused to be constructed, operated, maintained, and repaired by COUNTY pursuant to this Agreement for the purposes of receiving, processing, transferring, and shipping materials from Household Hazardous Waste programs intended for reuse, recycling or proper disposal. Household Hazardous Waste Facilities shall be deemed to be a part of the resource recovery system. 3. Article 6, Tipping Fees and Service Charges, shall be amended by the addition of new Section 6.8, reading as follows: 6.8 Household Hazardous Waste Funding. The Resource Recovery Board shall designate funds • • LJ te.S3-60 to cover the cost of the cost of the Household Hazardous Waste Facility including reasonable administrative costs. Funds may be drawn from reserves, grant funds or a surcharge imposed on processible waste delivered to the resource recovery system. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the respective dates under each signature: BROWARD COUNTY through its Board of COUNTY COMMISSIONERS, signing by and through its Chair or Vice Chair, authorized to execute same by Board action on the day of , ' 19—, and the Contract Community sign nag by and through is duly authorized to execute same. ' ATTEST: County Administrator an Ex officio Clerk of the Board of County Commissioners of Broward County, Florida BROWARD COUNTY, through its BOARD OF COUNTY COMMISSIONERS say of , 19 Approved as to form by the Office of County Attorney Broward County, Florida JOHN J. COPELAN, JR., County Attorney Governmental Center, Suite 423 115 South Andrews Avenue Fort Lauderdale, Florida 33301 Telephone: (305) 357-7600 Telecopier: (305) 357-7641 By NOEL M. PFEFFER Deputy County Attorney e,53-LPO SECOND AMENDMENT INTERLOCAL AGREEMENT WITH BROWARD COUNTY FOR SOLID WASTE DISPOSAL SERVICE A ,WITNESS L IO 2 :]'—&yyt-&-rA-C Name f Contract Community . By ayo Commissioner i�. L . $ev-+det 3 day of 19V r• ATTEST: By.: � 'It, 2V ' ity Manag er 2 day of A , 194?3 Coo\ Pt• ���5 Zoprov d ., t fa T-� I.- Cit Attorn CITY OF TAMARAC APPROVED AT MEETING OF NMP:dp 4/S/93 092-143.07 SOLID.IL3 • i L r Temp. Reso. # 6 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-93--._N A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TAMARAC, FLORIDA AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO EXECUTE A THIRD AMENDMENT TO INTERLOCAL AGREEMENT WITH BROWARD COUNTY FOR SOLID WASTE DISPOSAL SERVICE; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE WHEREAS, the City Council of the City of Tamarac, Florida deems it to be in the best interests of the citizens and residents of the City of Tamarac to authorize the appropriate city officials to execute a Third Amendment to Interlocal Agreement with Broward County for Solid Waste Disposal. NOW, THEREFORE, BE IT RESOLVED BY- THE CITY COUNCIL OF THE CITY OF TAMARAC, FLORIDA: SECTTON1, That the foregoing `WHEREAS" clause is hereby ratified and confirmed as being true and'correct and is hereby made a specific part of this resolution upon adoption hereof. SECTION 2- That the appropriate City Officials are hereby authorized to execute the attached Third Amendment to Interlocal Agreement with Broward County for Solid Waste Disposal Service. (Attached hereto as Exhibit A). SECTIBU3- All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTI2g. If any clause, section, other part or application of this resolution is held by any court of competent Jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. 1 i 1 1 I 1 1 , z Temp. Reso. #.�y9 ECT20N 5_L This Resolution shall become effective immediately upon its passage and adoption. PASSED, ADOPTED AND APPROVED this �jD'-'%ay of Xl 1993• H.L. BENDER MAYOR ATTEST: �-c-- CAROL A. EVANS CITY CLERK MAYOR DIST 1: I HEREBY CERTIFY that I IST.2: have approved this DIET 3. RESOLi)I0 : as to form. DIS%.a: �7=-�HE FT CITY ATTOWEY ]po mU11M1ML9CAL AMEflI "MM) RECORD OF COUNCIL E • • • THIRD AMENDMENT INTERLOCAL AGREEMENT WITH BROWARD COUNTY I'OR SOLID WASTE DISPOSAL, SERVICE K- 53 - F/ 1,c�-,s3-9/ This Third Amendment dated for convenience March 1, 1993, to the Interlocal Agreement with broward County for Solid Neste Disposal Service, dated for convenience November 25, 1986, and the First Amendment thereto, dated for convenience October 1, 1992 (the "Interlocal Agreement"), is made and entered into by and between: BROWARD COUNTY, a political subdivision of the state of Florida, hereinafter referred to as "COUNTY," and the Municipalities whose names appear in Exhibit "A" of the Interlocal Agreement ("CONTRACT COMMUNITIES"). W I T H B 8 S E T H WHEREAS, the League of Cities, on behalf of several CONTRACT COMMUNITIES has requested that the COUNTY agree to certain changes to the Interlocal Agreement as more specifically described in this Third Amendment; and WHEREAS, COUNTY and CONTRACT COMMUNITIES wish to amend the Interlocal Agreement in accordance with the terms of this Third Amendment for the purpose of: (i) recognizing certain outstanding indebtedness which has been issued to finanos the Resource Recovery System, (ii) providing a definite term for the Interlocal Agreement, (iii) requiring approval of the CONTRACT COMMUNITIES in the event the COUNTY proposes any indebtedness which has a final maturity later than the term -of the Interlocal Agreement, and (iv) relieving the COUNTY of its obligations in the event the CONTRACT COMMUNITIES do not approve a request by the COUNTY for such indebtedness. NOW, THEREFORE, IN CONSIDERATION of the mutual terms, conditions, promises, covenants and payments hereinafter sat forth, the parties agree as follows: 1. Article 16. Duration, shall be amended to read as follows: 16.1 This Agreement shall be effective for each CONTRACT COMMUNITY and unincorporated COUNTY from the date of execution until July 2, 2013. 16.2 The term of this Agreement shall be extended beyond the term provided in section 16.1 to the date of the final maturity of any Indebtedness issued by the COUNTY with respect to the Resource Recovery.System it approved in accordance with Section 12.6. COUNTY shall timely make the Board aware of any proposed indebtedness to be issued by the COUNTY with respect to the Resource Recovery System for the purpose of receiving input and information �J • • • t6.73 - h from the Board. Subject to the requirements Of this section, the COUNTY shall be the final authority to determine whether to proceed with the issuance or any indebtedness with respect to the Resource -Recovery System. 16.3 In the event the COUNTY determines that in order to perform any of its obligations under this Agreement, it is necessary to incur any indebtedness uppbrted by any legally available fund:sof the Resource Recovery System with a final maturity date after July 2, 2013, and the COUNTY is unable to obtain approval to extend the term of this agreement in connection with indebtedness to be incurred as required by section 3.6.2, than in such event and subject to the terms of Section 16.4, the COUNTY shall be fully and completely excused and relieved from performing any of its obligations under this Agreement which cannot be performed as a result of the failure to agree to an extension of the term of the Agreement. 16.4 The parties acknowledge the existence of the following indebtedness issued to finance the Resource Recovery System; $238*935,000 Broward County, Florida, Resource Recovery Revenue Sonde, Series 1994 (Broward waste Energy Company, L. P. North Project), $266,965,000 Broward County, Florida, Resource Recovery Revenue Bonds, Series 1994 (SES Broward Company, L. P. South Project), $4E,140,000 Broward County, Florida, Solid Waste System Revenue Bonds, Series 1993A, $15,605,000 Broward County, Florida, Solid Waste Systems Revenue Bonds, Series 19938, and $12,175,000 Broward County, Florida, Solid Waste System Revenue Bonds, Taxable series 1993C, (collectively referred to as the "Outstanding Indebtedness"). Notwithstanding any term or condition of the Third Amendment to the contrary, the parties acknowledge that nothing herein shall excuse or relieve the COUNTY from taking any action or performing any act required to fulfill the obligations, representations, and covenants of the COUNTY with respect to the Outstanding Indebtedness and any agreements, contracts or other documents related to the outstanding Indebtedness. It is the understanding and _2_ 2. C, �e. 53 - Zr intent of the parties that the Third Amendment shall in no way interfere, limit or otherwise adversely affect in any wanner any of the obligations, of the COUNTY and C014TRAC'T COMMUNITIES with respect to the Outstanding Indebtedness and any agreements, contracts or other documents related to the Outstanding Indebtedness. Except as modified herein, the Interlocal Agreement among the parties shall remain in full force and affect. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the respective dates under each signature: BROwARD COUNTY through its BOARD Of COUNTY CONKISSIONns, signing by and through its Chair or Vice Chair, authorised to execute Base by Board action an the day of , 190 and the CONTRACT COMMUNITIES signing by and rough is r duly authorized to execute same. ATTEST: County Administrator an Ex-Officio Clark of the Board of County Commissioners of broward County, Florida BRoWARD COUNTY, through its BOARD OF COUNTY COMMISSIONERS By Cho r -3- ..ram day of • 19! ` • Approved as to form by Office of County Attorney Broward County, Florida joHN J. COPELAN0 ,7lt.. County Attorney Governmental Center, Suite 423 115 South Andrews Avenue Fort Lauderdale, Florida 33301 Telephone: (305) 357-7600 Telecopier: (305) 357-7641 By NOEL, M . FFIFFER Deputy County Attorney • THIRD AMENDMENT INTERLOCAL AGREEMENT WITH SRoWARD COUNTY FOR SOLID WASTE DISPOSAL SERVICE WITNLSS ATTEST: 4c , -,- . P'll. EQ&n5 CITY OF TAMARAC APPROVED AT MEETING OF Lp ;,10-93 NMP:dp 4/20/93 /92-237 RRS.A01 Name of contract Community By , Z:5=� yor vr commissioner H. L . -Zer\de,r day of y , 1913 l C ty Manage .,ca�nr �.. day a 19L> App=owed a to City Att rney YY1�kc.he\\ S• �ra�} -4-