Agenda 06/14/2011 Item #10A
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6/14/2011 Item 1 a.A.
EXECUTrvES~RY
Recommendation to approve a Sixth Amendment to the Landfill Operating Agreement to el.iend
the Disposal Capacity Agreement with the Okeechobee Landfill, Inc., a Florida Corporation (a
subsidiary of Waste Management Inc., of Florida), for a term of ten years with successive ten year
extension options, thereby providing the County \\ith additional disposal capacity of 960,000 tons of
solid waste and the ability to divert debris generated by a disaster.
OBJECTIVE: That the Board of County Commissioners (Board) approve a Sixth Amendment
to the Landfill Operating Agreement (LOA) to extend the current Disposal Capacity Agreement
(DCA) for a tenn often years with successive ten year extension options, providing the County
with additional disposal capacity for solid waste and the ability to divert debris generated by a
disaster.
CONSIDERA nONS: The Solid Waste Management Department is responsible for ensuring
that Collier County has adequate disposal capacity as described in the Annual Update Inventory
Report (AUIR). Annually Collier County generates over 860,000 tons of solid waste. In order to
provide sufficient disposal capacity now and in the future, as required by the County's Growth
Management Plan, the County will need to extend the Disposal Capacity Agreement (DCA)
which provides additional disposal capacity of 960,000 tons of solid waste and diversion of
debris generated by a disaster.
Redirecting solid waste that would otherwise be disposed of in the Collier County Landfill plays
an important role in preserving airspace, thereby optimizing our existing assets. The diversion of
municipal solid waste from the Immokalee Landfill Transfer Station to the Okeechobee Landfill
preserves approximately ten percent of the disposal capacity at the Collier County Landfill.
On June 12, 2001, Agenda item lOC; the Board of County Commissioners approved the Second
Amendment to the LOA. Included in the Second Amendment, was the addition of a new section,
2.28 "Schedules and Procedures for Landfill Expansion". Section 2.28 (6), requires Waste
Management Inc., of Florida to guarantee at least two years of disposal capacity at the
Okeechobee Landfill, if the Collier County Landfill has less than two and one-half years of lined
capacity left for the disposal of the County's solid waste. The tenns of this guarantee are set
forth in the DCA which is incorporated by reference in the LOA as Exhibit K.
The DCA provides for additional disposal/diversion capacity for Collier County and was
established to ensure proper disposal for solid waste volumes including stonn debris and special
waste to the Okeechobee Landfill as needed by the County.
The DCA term expires on July 1, 2011 and may be extended by mutual agreement.
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6/14/2011 Item 10.A.
. Notable terms ofthe Sixth Amendment:
)- Term revised to provide for a term often years with successive ten year extension options
and more accurately represent current requirements of the County for the diversion of
solid waste.
)- Definition of "Solid Waste" revised to be consistent with the Florida Administrative
Code.
)- Definition of "Special Waste" added that is consistent with the Florida Administrative
Code.
The termination provisions of the DCA are not proposed to be amended. Either party may
tenninate the Agreement in the event of a material breach of the Agreement if not cured within
thirty days of receipt of written notice.
This Agreement will provide the following benefits:
)- Compliance with the County's Growth Management Plan
)- Guaranteed capacity in the Okeechobee Landfill for Collier County solid waste, when
needed
)- Landfill airspace preservation for future generations
)- On demand diversion of debris material in the event of a disaster
)- Successive ten year extension periods upon mutual agreement of the parties
. Disposal capacity at the Collier County Landfill and surrounding regional landfills is limited. Of
the few surrounding regional landfills, most are publically owned and do not accept out of
county waste. The Okeechobee Landfill is the only privately owned landfill within eighty miles
of Collier County, thereby this agreement provides a best value of additional disposal capacity
for the residents of Collier County. Also, permitting of new landfills in Florida is very difficult.
The FDEP has only permitted one new landfill in the last twenty years.
FISCAL IMP ACT: Funding for disposal of solid waste and special waste is budgeted in the
Solid Waste and Waste Water Departments funds. In FY 2010, the cost for 19,620 tons ofMSW
disposal at the Okeechobee Landfill, from the Immokalee Transfer Station, was $991,987; and
the cost for 24,045 tons of sludge disposal from both Waste Water Plants, at the Okeechobee
Landfill, was $1,500,700, including transportation to Okeechobee.
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6/14/2011 Item 10.A.
FY 2011 Sludge Costs for Collier County Landfill vs Okeechobee Landfill:
Collier County Landfill
Okeechobee
Tipping Fee:
Hauling Fee:
WMI Process Fee:
Total:
$46.82/ton
$19.57/ton
$26. 87/ton
$93.26/ton
$32.20/ton
$31.67/ton
$63.87/ton
MSW Costs for Collier County Landfill vs Okeechobee Landfill:
Collier County LandfiII
Okeechobee
Tipping Fee:
$52.5l/ton
$54.50/ton with hauling
Total:
$52.51/ton
$54.50ton
Airspace Cost Avoidance: Collier County Landfill airspace is valued at $67.00/ton. This is
calculated by the future cost of replacing one ton of Collier County Landfill airspace, which
includes land acquisition, engineering, and cell construction. This valuable airspace is preserved
by not placing these materials into the landfill rather disposing of them in the Okeechobee
Landfill.
GROWTH MANAGEMENT IMP ACT: This action is compliant with the County's Growth
Management Plan, which calls for safe and efficient methods for environmentally sound disposal
of solid waste and the Integrated Solid Waste Management Strategy by maintaining alternative
out-of County solid waste disposal capacity. By preserving airspace at the Collier County
Landfill, the lined capacity will be extended, as would the permittable disposal capacity.
LEGAL CONSIDERATIONS: The definitional amendment to "Solid Waste" now includes
sludge and will result in the County being indemnified for the contractor's handling of sludge in
additional to the other wastes that are being handled by the contractor. This item has been
reviewed and approved by the County Attomey's Office and is legally sufficient. This item
requires a majority vote.-JBW.
RECOMMENDATION: That the Board of County Commissioners approve and authorize the
Chairman to sign, a Sixth Amendment to the Landfill Operating Agreement extending the
Disposal Capacity Agreement \vith Okeechobee Landfill, Inc., a Florida Corporation (a
subsidiary of Waste Management Inc., of Florida), for a tem1 of ten years with successive ten
year extension options.
PREPARED BY: Linda Jackson Best, M.B.A., Compliance Manager, Beth Ryan, Operations
Manager, Solid Waste Management Department
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6/14/2011 Item 1 a.A.
COLLIER COUNTY
Board of County Commissioners
Item Number: 10.A.
Item Summary: Recommendation to approve a Sixth Amendment to the Landfill
Operating Agreement to extend the Disposal Capacity Agreement with the Okeechobee
Landfill, Inc., a Florida Corporation (a subsidiary of Waste Management Inc., of Florida), for a
term of ten years with successive ten year extension options, thereby providing the County
with additional disposal capacity of 960,000 tons of solid waste and the ability to divert debris
generated by a disaster.
Meeting Date: 6/14/2011
Prepared By
Name: beth ryan
Title: Manager - Solid Waste Operations,Solid Waste
5/13/2011 11 :02:54 AM
Submitted by
Title: Manager - Solid Waste Operations,Solid Waste
Name: beth ryan
5/13/2011 11 :02:56 AM
Approved By
Name: Linda Best
Title: Manager - Environmental Compliance,Solid Waste
Date: 5/13/2011 11:24:16 AM
Name: ParkerNicole
Title: Contracts Specialist,Purchasing & General Services
Date: 5/13/2011 1 :57:26 PM
Name: Danette Huff
Title: Manager - Irrigation Quality,Wastewater
Date: 5/17/2011 9:02:40 AM
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6/14/2011 Item 10.A.
Name: HapkeMargie
Title: VALUE MlSSlNG
Date: 5/17/201110:40:20 AM
Name: Carnell Steve
Title: Director - Purchasing/General Services,Purchasing
Date: 5/24/2011 4:23:38 PM
Name: RodriguezDan
Title: Director - Solid Waste,Solid Waste
Date: 5/26/2011 3:42:57 PM
Name: YilmazGeorge
Title: Director - Wastewater, Wastewater
Date: 6/1/2011 7:45:33 PM
Name: White] ennifer
Title: Assistant County Attorney,County Attorney
Date: 6/2/2011 7:51 :09 AM
Name: GreenwaldRandy
Title: ManagementlBudget Analyst,Office of Management & B
Date: 6/2/2011 9:17:53 AM
Name: K1atzkowJeff
Title: COW1ty Attorney,
Date: 6/2/2011 9:22:36 AM
Name: OchsLeo
Title: County Manager
Date: 6/6/2011 3:35:39 PM
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6/14/2011 Item 10.A.
SIXTH AMENDMENT TO
THE LANDFILL OPERATING AGREEMENT
DISPOSAL CAPACITY AGREEMENT
This Sixth Amendment to the Landfill Op_erating Agreement, Disposal Capacity
Agreement is made and entered into this I-I~ day of .:;:r&.,)I1e- , 2011,
by and between Okeechobee Landfill, Inc., a Florida corporation ("0peratorll), and
Collier County, Florida ("Counti').
Recitals
WHEREAS, County and Operator are parties to that certain Disposal Capacity
Agreement dated June 12, 2001 (the "Agreement"); and
WHEREAS, the parties desire to amend the Agreement to extend the term and
to amend the definition of Solid Waste to include certain types of sludge therein; and
WHEREAS, the parties believe the modifications herein are in the best interests
of the County and Operator.
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
1. Section 1 Term is deleted and replaced with the following:
This Agreement shall be effective as of July 1, 2011. The County's right to
deliver Solid Waste to the Facility pursuant to Subparagraph 7.a., below, shall
continue in full force and effect until the date when the County has used its
maximum tonnages available under all of the waste volume options set forth in
Subparagraph 7.a., below. The County's right to deliver storm debris and
special waste to the Facility pursuant to Subparagraphs 7.d. and e., below,
shall continue in full force and effect until July 1, 2021. The term of this
Agreement may be extended for successive periods of ten (10) years if there is
capacity available in the Facility and the extension is mutually acceptable to the
County and the Operator.
2.
Section 2d Definitions is deleted and replaced with the following:
d. "Solid Waste" means: sludge that is not regulated under the federal Clean Water Act
or Clean Air Act. as well as sludqe from a waste treatment works. water supply
treatment plant. or air pollution control facilitv: or qarbaqe, rubbish, refuse, special
waste. or other discarded material. includinq solid, liquid. semi-solid, or contained
gaseous material resultinq from domestic, industrial. commercial. mining, agricultural.
or governmental operations. Materials not requlated as solid waste p-ursuant to this
chapter are: recovered materials: nuclear source or byproduct materials requlated
under Chapter 404. F.S., or under the Federal Atomic Enerqy Act of 1954 as amended:
suspended or dissolved materials in domestic sewaqe effluent or irriqation return flows,
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6/14/2011 Item 10.A.
or other reoulated point source discharoes: reoulated air emissions: and fluids or .
wastes associated with natural gas or crude oil exploration or oroduction. Rule 62-
701.200 (107). F.A.C.
"Special Wastes'; means solid wastes that can require special handlino and
manaoement. including but not limited to, white goods, waste tires. used oil, lead-acid
batteries, construction and demolition debris. ash residue. yard trash, biolooical
wastes. and mercurv-containinq devices and lamps. Rule 62-701.200 (119). F.A.C.
3. Section 12 Notices is deleted and replaced with the following:
All notices required or permitted to be given hereunder shall be in writing and
shall be deemed given if delivered in person, by telecopy, by an overnight
delivery service, or by certified or registered mail'to the other party at the
following addresses:
If to Operator:
Okeechobee Landfill
10800 NE 128th Avenue
Okeechobee, FL 34972
Attention: Tony Bishop
with a required copy to:
Waste Management Inc. of Florida
2700 Wiles Road
Pompano Beach, FL 33073
Attention: Ronald Kaplan, Esq.
If to County:
Collier County
3299 Tamiami Trail East
Suite 202
Naples, Florida 33962
Attention: County Manager
with a required copy to:
Collier County
3299 Tamiami Trail East
Suite 800
Naples, Florida 33962
Attention: County Attorney
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6/14/2011 Item 10.A.
Any party may change the addresses or persons to which notices are to be sent
by giving notice to the other party.
4. All provisions not specifically modified herein shall remain in full force and
effect.
IN WITNESS WHEREOF, this Agreement has been signed by the authorized
representatives of the parties effective the date specified above.
IN WITNESS WHEREOf, the Contractor and the County have each, respectively, by
an authorized person or agent, hereunder set their hands and seals on the date(s)
indicated below.
Accepted: :JUn~ /4;
OWNER:
CONTRACTOR:
Waste Management Inc. of Florida
By: ~~V
~u-' -::~:; '1 \J,~ ~~,~.
Print Name and Title'
ATTEST:
Dwight E. Brock, Clerk
Approved as to form and
Legal sufficiency:
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Assistant County Attorney
..J ~rJrJ IFf R D. \to+-\ I TE
Print Name
, 2011
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
By:
. Fred W. Coyle, Chairman
By: c{}. .Qk6..f
Li~J1acKs6n Best,
Compliarid Manager
D~}T Dl
By:
DanieIR./.~
CONTRA;T. SP~CIAL~. 1'/
By: 7lr/Ul--t1 I /z~~
Nicole Parker
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STATE OF FLORIDA
COUNTY OF BROW ARD
I HEREBY CERTIFY that on this day, before me, an officer du1y authorized in the State
aforesaid and in the County aforesaid to take acknowledgements, personally appeared,
TIMOTHY HAWKINS, Vice President of VVaste Management Inc. of Florida, to me
known to be the person described in and who executed the foregoing instrument on
behalf of Waste Management Inc. of Florida.
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WITNESS my hand and official seal in the County and State last aforesaid, this /1"/ day
of N AV 2011.
~sonallY known to me OR
_has produced
_who did take an oath or
_who did not take an oath
as identification and
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NotalY name: (j
Seal (Commission)Number
~.,\~~.v. ~~'l{> ROSALlNA VEGA
. . -/< MY COMMISSION f EE 019003
'" . EXPIRES: October 9, 2014
"'~h ~... Bonded Thru Budget NolaJY Services
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6/14/2011 Item 10.A.
DISPOSAl CAPACITY AGREEMENT
This Disposal Capacity Agreement' ("Agreement") Is made and'entered Into this
~ day of .9s-~.; --" , 2001, by and between Okeechobee. Landfillr Inc.,
a Florida corp6tation (1I0peratorll), and Collier County, Florida (lICounty").
r
Recitals
WHEREAS, Okeechobee Landfill, Inc., owns.a lqndflll ('\the FacilIty") located at
10800 NE 129 Avenuer In Okeechobee County, Florldaj and
. WHEREAS, the County's comprehensIve plan requires the County to have at
least two years of lined landfill disposal capacIty available at all times for the disposal
of the County's solid wastej and
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WHEREAS, for contIngency planning purposesr the County wishes to obtain
lined landflll disposal capacIty In the Facility for the dIsposal of the County's solid
wastej and
WHEREAS/ the Operator is Wflling to provide landfill ~apacity to the County, on
an as-needed basis, subject to the terms and conditions of thIs Agreement.
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NOW THEREFORE, In consideration' of the mutual agreements and promises
contained herein, the Operator and County agree as follows:
II
Agreement
1. Term.
ThIs Agreement shall be effective as of July 1, 2001. The County's' rIght to
deliver Solid Waste to the Facility pursuant to Subparagrapn 7.a., below, shall
_ cont1nue In full force and effect until the earlier of: (1) the date when the.
County has new lIned landfill capactty available for the County's use In Cells 1:
and 2 of the Naples Landfill; or (II) the date when the county has used its
maximum tonnages available under all of the waste volume options set forth In
Subparagraph 7.a., below. The County.s right to, deliver storm debris and
special waste to the Faclllty pursuant to Subparagraphs 7.d. and e., below,
shall cqntlnue in full force and effect until July 1, 2011. The term of this
Agreement may be extended if there is capacity available in the FacHlty and the
extension Is mutually acceptable to the County and the Operator.
. 2. Definitions.
a. IIAcceptab[e Waste" means (I) non-hazardous Solid Waste and (ii) special
wastes that are each disposed [n the ordinary course by households and/or
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commercial establishments and authorized for disposal at the Facility, pursuant
to any ApplIcable Law. Acceptable Waste shall not c'ontain any regulated
quantity of (i) infectious waste; (Ii) Hazardous Waste; (Hi) garbage, refuse, or
rubbIsh whIch [s required by governmental authority or by Its general nature to
be handled or disposed of other than In accordance with the Factllty's normal
operatIng procedures; or (Iv) waste that does not strictly conform to the
descriptions of waste materials that the Facility,ls authorized to accept under
Applicable Law. Provided, however, that any waste addressed by the preceding
subparagraph 2.a.(1Ii) may be 'delivered to and accepted by the Facility In
accordance with Its standard acceptance procedures for such waste to the
extent allowed by Applicable Law. Operator, In 'its sole but rea?onable
discretion, shall have the,rlght to reject any material It believes does not
conform to the definItion of Acceptable Waste set forth herein.
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b. "Applicable Lawu means all local, state and federallaw~, including but not
lImIted to any permits, licenses, rules, regulatfons, policies, orders and similar
authority, and any judicial or administrative InterpretatIon of the same, that
are In effect durlng.the term of this Agreementl and apply or relate to the
performance of the Operator or County under this Agreemen~.
c. "Hazardous Waste" means waste Ifsted, characterized, or designated as
hazardous by the United States Environmental Protection Agency, pursuant to
the Resource ConservatIon and Recovery Act, 42 U.S.C. 6901, et seq. as
amended from t'ime to time, ana Its fmplementlng regulatfons, as well as by
any analogous Florida statute. . .
d. "Solid Waste" means discarded materials such as municipal solid waste,
constructIon and demolition debrisl and other non-hazardous materials to the
extent that such materials are of the type ?nd consistency that are lawfully
accepted at the FacIllty under Applicable Law. '
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e. "Collier County waste" means Acceptable Waste delivered- from Comer
County, Florida.
3. Reoresentatlons and Warranties.
a. County represents that the Solid Waste to be delivered to the Facility from
_ the County Is Acceptable Waste. CountyJs activitIes hereunder shall be in
compliance with all Applicable Law relating to the collection and transportation
of Solid Waste.
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b. Operator represents that the equipment and facllltles provided by it for the
management, processing and dispo:sal of Collier County Waste are suItable to
perform such servIces and that all personnel are trained in accordance with
Appllcaole Law. Operator shall perform all services in full compliance with all
Applicable Law relating to the collectIon, transportation and disposal of Solid
Waste. Operator shall not divert any Collier County Waste to any other solid
,
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Acceptance of the Solid Waste shall not Impair, or operate as a waiver of, any
remedy available to Operator, includIng revocatIon of acceptance In the event
the Solid Waste Is later discovered to be Hazardous Waste. Operator may
Inspect[ sample, analyze and test any Solid Waste; however, exercise or a
faIlu'ra to exerclse such right shall not relIeve County of its obligations under
this Agreement to deliver only Acceptable Waste.
c. If County or any designee delivers to the Facility any material failing to
conform to the defInition of Acceptable Waste In thIs Agreement or to the
requirements of any Applicable Law[ and If Operator notifies County of the
delIvery ofr and requests removal of such non-conforming materIals, County
shall make available to the Facllityr or cause to be made available to the .
FacllltYr within ten (10) days of such notice, containers and vehicles suitable for
transporting such non-conforming material and County shall thereafter remove,
or cause to be removedr within fifteen (15) days of such notice, such
nonconforming materIal from the Facility in accordance with all Applicable" Law.
d. If at any time county shall' learn that Solid W?lste It delivered to the Facility
was not Acceptable Waste, It shall promptly notIfY Operator and provide the
basis for Its understanding.
6. Facility Ooeratlons.
a. At.all times during the term:of this Agreement, operator shall cause the
Facility [ Its transferees, contractors, and affiliates to be open for operation and
acceptance of Acceptable Waste from County or Its designees during the .
Facllltyls regular business hours or such other oper:atlng hours as are mutually,
agreed upon. Provided, however, dt..lrlng the term of this Agreement, the
FaclUty shall not be deemed open for operation and acceptance of Solid Waste
on national holidays, and provided further that, if the approved operating hours
of the Facility are expanded or restrIcted (by a third party), then Operator shaIl
cause the Facility to be open for qperatlon and a~ceptal:'lce of Acceptable Waste
from County or Its designees during such expanded'.or reduced hours:."Operator
shall gIve County prompt notice .of any attempt to restrict business hours.
Operator shall allow vehicles of CountY or its deslg,:~es access to the" Facility In
the order such vehicles arrive relatIve to all other vehicles qellverlng Acceptable
Waste or other materials to the FaciJity. County acknowledges the right of
Operator to make and enforce reasonable rl!les and regulatiqns as are
necessary regarding the Faclllty's operatlon~. "The County I I~~ designee?,
transporters, contractors, and affiliates will abIde by such rules as established
from time to time. Operator shalt furnish a copy of the Fa.clllty's rules and
regulations upon request and shall notify County of any changes as they occur.
b. Operator will cause to be furnished and reasonably maintained during the
term or this Agreement access roads to the .Facll1ty so as not to cause damage
to vehicles of County or Its designees, trans.pbrters, contractors[ and/or
affiliates beyond normal wear and tear customary to accepted industry
standards. If any vehicles of County or Its designees, transporters, contractors
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and/or afflliatesr entering the Facility become Incapacitated or unable to move
on the Facility premises- for causes other than those attributable to the
condition of the accesS roadsr Operator maYr but shall have no-obligation to,
provide assistance In moving the vehicle, an at the sole cost and expense of
County. In such circumstances, County agrees that Operator shall have no
liability for damage to any Incapacitated vehicle or property resulting from
rendering such "assistance!
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c. If Operator is required to close the Facility for any reasonr It will use
reasonable efforts to provide notice of sl.!cf:l closing at least nInety (90) days
prior to the date thereof, or as soon as reasonably possible. Further, in the
event or such c10singr Operator shall reasonably cooperate to make disposal
capacity available to County at an alternative facility at mutually agreed upon
terms and condItions. Operator shall operate the FacllItyr its gate, scale houser
and disposal area under terms and conditions no less favorable to county
and/or Its desIgnees than those prOVided to Operator's own vehIcles or to the
vehlcies or any munidpality or c~>unty In Floridar except as to prIce and credit
terms.
7. Waste Volume.
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a. County shall have the right to denver or cause to be delivered to the FacIlity
. up to a maximum of 930rOOO tons 'of Comer County Waste at a rate not to
exceed 1r500 tons per day and '465,000 tons per year C'Capped Amount").
The Capped Amou"nt does not Include storm debrts or specIal waste delivered
pursuant-to Subparagraphs 7.d. and e., below.
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b. Operator shall have an obligation to accept from County and/or its
desIgnees, CollIer County Waste up to the Capped Amount. All rIghts and
oblIgations pertaining to the delivery and acceptance of Collier County Waste at
the FacIlIty shall expire when County or Its designees have used the maxlmur:n
tonnage available underthe Capped Amquntr or 4pon th~ explrat~on qf this .
Agreement, whichever is sooner. Further; Operator shalUiave the right to
terminate this Agreement on one hundred eIghty (18Q) days' wrItten nqtlce if
either ol1e of the followIng contractual arrangement~ between the County and
Waste Management Inc." of Florida Is terminated by' the CountYr without causer
and In breach of the applicable contract:
(I) the Landfill Oper~tlon Agreement dated February 7r 19~5, as
amendedi
fli) the Solid Waste Collection Service Agreement dated June 12, 1990,
as amended;
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c~ County's attainment of per day volume limItations shall be based upon
average deliveries durIng a calendar quarter. Operator"may refuse to accept
volumes of Acceptable Waste from County iA excess of the dallYr annual, and
total volume Hmltations set. forth in Subparagraph 7 .a., above.
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d. During the term of this Agreement, County shall have the option to secure
additional disposal capacity up to a maximum of 500,000 tons for debrIs
resulting from a hurricane or other natural dIsaster in CollIer County. The
County shall provIde written notice to Contractor of its election to secure suc~
addItIonal capacity at least 30 days' prior to the first use of same.
e. During the term of thIs Agreement, the County shall have the right to deliver
the countyts special wastes to the FacUlty, Including but not limited to
constructIon and demolitIon debrIs, and sludge from wastewater treatment
plants located In CoWer County, provIded such special wastes are Acceptable
Waste. The County's deliveries of special waste shall not be included In the
calculation of the Capped Amount.
8. Price
a. The price for disposal of the waste volume described In Subparagraph 7.a.
shall be $21 per ton for waste delivered in transfer trailers, exclusive of an
Fees. All Fees shall be borne by County.-County shC:"l1l pay a minimum of $1 per
year for each year of the term of this Agreement, whether or not waste is
delivered to the Facility by the County.
b. The price for dIsposal of storm debris, pursuant to Subparagraph 7.d.,
above, shall be $21. per ton.
.c. The price for the disposal of sludge, pursuant to Subparagraph 7.e., above,
shall b'e $2.1.40 per ton. This price shall Increase to $25.00 per ton on October
1, 2001. The price for the disposal of wallboard shall be $24.85 .per ton. The
price for the disposal of other special wastes shall be the lower of (1) the gate
. rate or (2) any negotiated rate that Is mutually acceptable to the Operator and
the County.
o d. "Fees" shall mean federalr state, local or other taxes, fees, ~urcharges or 0
similar charges relat~d to the disposal of Solid Waste, which are Imposed by
law, ordinance, agreement with a governmental a.uthorlty or regulation existing
a's of the date of delivery of the Solld Waste.
e. At the end of each month, Operator shall submit to County an invoIce for all
volumes delivered. All Invoice statements shall be paid within forty-five (45)
days of receipt. If County fails to tImely pay such a.mounts, Operator shall have
the right to charge, and County agrees to pay, ihterest on such past due
-amounts at the rafe authorized under the Fl'orlda Prompt Payment Act.
f. CPI Adjustment. The prices provicted'in Subparagraphs 8.a., b., c., and h.,
shall be In effect from and after the date of this Ag(eement until changed as
hereafter provided. Operator may change the-price once per calendar year
during the term of this Agreement by sendlng n0tlee of such change to County
Clt least thIrty (30) days prior to the end of the calendar year, in which event
such price change shall become effective as of January 1st following the date.
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on which such notice was sent, If this Agreement shall then still be In effect.
The first such prIce change may be effective January 1, 2003. The Increase in
prIcing shall be based upon 100% of any Increase in the United states .
Consumer Price Index (the "Index") for all Urban Consumers, U.S. city
average, as published by the United States Department of Labor, Bureau of
Labor Statistics (or if such index shcill cease to be published, any simllar Index
agreed upon by the parties). For purposes of the precedlng'sentence, CO any
increase in such price shall be measured from the price as of the date of thr~
Agreement (or If later, the price used as of the date the Operator last notifIed
County of a change in the price), to the price as of the date Operator notifies
County of the price change, and (ii) any Increase in the Index shall be
measured from the Index as of september 30/2002 (or If later, the date on
which Operator last notified County of a change In the price), to the Index as
last published prior to the date Operator notifies County of the price change.
Fees, If any, are .not subj~ct to the C:PI adjl)stment her:eln but may increase or
decrease as ~he case may be.
g. Price Adjustment for Change In Law. The parties hereto agree that Operator
may reasonably adjust price terms In Paragraph 8 In the event of a change In
law that Is unforeseen and that materially Increases the cost of. operations. The
price adjustment shall be calculated by spreading the Increases In the cost of
operations equally acros~ all tons of: waste receIved at the FacUlty. ,
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h. Costs related to transportatl.6n of Collier County's W~ste to the Facility are
not governed by thIs Agreement; except" the cost of transporting sludge shall
be $24.60 .per ton and.the cost of transporting wallboard shall be the lower of
$12.94 per ton or $258.85 per load. .
.
9. limited License to Enter.
During the term of this Agreementr County shall have a license to enter the
Facility for. the limIted purpose of, and only to ,the extent necessary forI
unloading waste at the location- and In the mann~r directed by the Operator.
Exc~pt In an emergency, or at the express dIrection of the OperatofJ the
employees of the party delIvering waste to the Facility shall not leave the
Immediate vicinity of their vehicle. After unloading the waste, the employees of
cou'nty shall pro~ptlY leave the Faclllty. No scavenging will be permitted.
10. rnsurance.
Without limiting operator's Indemnity obligations, Operator shall maintain the
following insurance al1d all insurance that may be requIred under the laws of
any governmental authority:
a. workers. compensation as prescrib~d by law and employer's liability
insurance of not less than $lJOOOrOOQ;
.
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6/14/2011 Item 10.A.
b. comprehensive general liability (bodily Injury and property damage) of
not less than $5,000,000 combined single limit per occurrence; including
(I) contractual /lability to cover Iiabrtlty assumed under thIs Agreementl
en) product and completed operations liability;
c. automobile lIabrlity (bodily Injury and property damage) of not less
than $5,000/000 combined single limit per occurrence on all owned; non-
owned and hired vehicles;
d. pollution liability for sudden pollution incidents and non-sudden
pollution Incidents of not less than $5/000/000 per occurrence and in the
aggregate.
Before commencing work under this Agreement, Operator shall provide County
with certificates or other documentary evidence of the above insurance. The
above Insurance shall incluc:{e a requirement that the Insurer provide County
with 30 days' written notice prior to the effective date of any cancellation or
materIal change In the Insurance. The Insurance in (b)/ (c) and (d) shall name
. the County as an additional Insured and provide primary coverage with respect
to County. . .
11.. Termfnatlon< .
EIther party shall have the right to terminate this Agre'ement in the event of the'
material breach of this AgreerT)ent which is not cured within thirty (30.) days .
after receipt of written notice; Rrovlde'd, however, If the breach Is such that
more than thirty (30) days is required for Its reasonable cure/ then the
Agreement shall not be terminated as long as ~he party alfeged to be in breach
has commenced such cure within the said thirty (30) day period' and Is .
thereafter diligently pursuIng it. Notwithstanding any cure that may be effected
'pursuant to this paragraph, the non-breaching party shall be entitled to such
other relief as prOVided In this Agreement.
12. Notices.
All notices required or permitted to be give!) hereu'nder shall ~e In writing and
shall be deemed given If delIvered In person/ by telecopy, by an overnIght
delivery servics, or by certified or registered mall to the other party at the
following addresses:. . .
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, delay. Further, the affected party shall use reasonable ~fforts to remove any
Force Majeure condition.
.14. Ljrpitation on Damages.
Neither party shall be liable to the other for special, consequential, or punitive
damages arisIng out of the performance of this Agreement.
15. Amendments.
.
No amendment or modIfication of the terms and condItions of this Agreement
snail be effective unless such amendment or modification Is In writing an,d
signed by authorized represent;;3tives of. the Operator and County.
16. Relationshlo of the Parties.
T/lis Agreement shall not In any manner be construed so as to create the
, relationship of principal and agent or a partnership or joint venture or of any
assoclatlor.l between County and Operator. The parties hereto agree to act as
Independent contractors and as such, except as otherwise specifically set forth
, In this Agreement, each party shall be liable for Its own business operations,
Insurance, taxes, IIcense~, 'permlts~ expenses.and all other liabilities.
(:.') '17. Attorneys' Fees~
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If any con~roversy., claim or dIspute betwee!1 the partle$.arises out of or relates
to this Agreement or the breach hereof, the prevailing party shall be entitled; In .
addition to such other relief as may be granted, to a reasonable sum as and for
attorneys1 fees, which shall be determined by the court If the matter Is .
litIgated, or otherwIse In a separate action brought for that purpose, provided
that the sum awarded shalf not alter the limits of liability established in Section
768.2.8, Florida Statutes.
18. Assl9nmen~
. Neither party may assign', transfer or otherwise vest In any. other business ,
entity or person any of the rights or obligations l;Ind~r this Agreement wlthQut
the prior written consent- of the other party, which consent wJl1 not be
. unreasonably with.heldj provided, however, that either party may, without any
such prIor written consent, assign Its rights and/or.oblig.atlons hereuRder to a
subsidiary or affiliate corporation.
19. EntIre Agreement.
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This Agreement constitutes the entIre agreement and understandIng of the
parties hereto with respect to the subject matter hereof and supersedes all '
prior understandings, dlscussiOlis and representations relating to the subject
. matter. .
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.\~ 20. MIscellaneous.
This Agreement wfll be governed by the laws of the state of Florida, ,and is
. ,',' binding on the successors and assigns of both partIes. A facsfmHe signature of
any party shall be C!onsidered to have the same binding legal effect as an
orlglnal signature. .
IN WITNESS WHEREOF, this Agreeme.nt has been signed by the authorized
representatIves of the parties effective the date specIfied above.
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ATIEST
AS TO COUNTY:
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Attes.t M to CIle1fBM.'
signature ~J,...
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BOARD OF COUNTY . ..,.....1:....
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COMMISSIO , ERS OF COLLIE~~~'~, oJ ~:1(.. Ii.. "',1,,,:::
C9UNTY, FLORIDA '. ...c:.:,iJ..-.,.'..'.'J...:. ,;; .~?/ .
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By. _ 1'0 ~ :~.! \~,.... .1....:-
James "Carter, Ph.D.~}~hairJmaif: ~ '.,~) 2'
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WITNESSES
AS TO CONTRACTOR:
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Ansib~ tlGl1nty Attomer '
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