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Ord. No. 19-95-1592Ordinance No.19-95-1592 AN ORDINANCE OF THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI,FLORIDA, AUTHORIZING AN INTERLOCAL AGREEMENT BETWEEN THE CITY OF SOUTH MIAMI AND METRO-DADE COUNTY TO PROVIDE FOR USE OF THE COUNTY SOLID WASTE MANAGEMENT SYSTEM FOR THE DISPOSAL OF SOLID WASTE BY THE CITY;PROVIDING A 4-YEAR RENEWAL AGREEMENT FOR A 20-YEAR TERM;PROVIDING FOR SEVERABILITY;PROVIDING AN EFFECTIVE DATE. WHEREAS,the City has determined that the most cost effective way to provide forthedisposalof solid wasteis through the utilization of the County Resources Recovery facility,and WHEREAS,the City hasan opportunity to enter intoan Interlocal Agreement withtheCountyfor utilization ofthis facility with a disposal feeof$45per ton,and a transfer fee of$9per ton through September 30,1998,and Whereas,tocomplywithArticle IV,Section4DoftheCity Charter,the Agreement willhavea term of 4-years,renewable before expiration for a 20-year term. WHEREAS,theAgreement provides continuedusebytheCity oftheCountySolidWaste Management Systemtosatisfy Concurrency requirements of the Local Government Comprehensive PlanningandLandDevelopmentRegulationAct (Chapter 163,Part II,F.S.)onlyasit applies to Solid Waste disposal capacity for theSolidWastewhichthecity collects for disposal,and which is committed totheCountyfor disposal intheCounty Solid Waste Management System .in accordance withtheAgreement. NOW THEREFORE,BEIT ORDAINED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI,FLORIDA: Section l.The City Manager is authorized to execute this Interlocal Agreement which is annexed and made part of this resolution. Section 2.TheAgreement provides foraDisposaland Transfer feeforeachtonofMunicipalSolid Waste deliveredto the County SolidWast Management Systemfor disposal.The maximum disposal fee shall be $45.00 perdonfor fiscal years 1995-96,1996-97,and1997-98;anda transfer feeof$9.00per ton delivered toaCountySolidWaste Management System transfer facility for fiscal years 1995-96,1996-97,and 1997-98.These fees maybe increased or decreased for inflation of deflation beginning on October 1,1998. Section 3.Ifany section,clause,sentenceor phrase of Ord.No.19-95-1592 this ordinance shall be held tobe invalid or unconstitutional by any court of competent jurisdiction,such holding shall inno way affect the validity ofthe remaining portions of this ordinance. Section 4.All ordinances or parts of ordinances in conflict herewith beandthesameare hereby repealed. Section 5.This ordinance shallbe effective immediately upon the time of its passage. PASSED AMD ADOPTED this Jth day of Octob/r 1995. ATTEST: City Clerk 1stReading-September 19,1995 2nd Reading -October 5,1995 READ AND APPROVED AS TO FORM: City Attorney MAYOR carver VfCE MAYOR YOUNG CMMG!£R8A3S COMMONER CWER COMMISSIONER CUNNINGHAM YEA y YEA YEA NAY ^NAY YEA_ YEA ~? NAY APPROVED Mayor,HhY\Carver CERTIFICATION Gil 'Clerki the city of South Miami,DscteCc ml \ Florida do hereby certify 1 •..*' to be a true and correct copy cf dated _;S;-' tothe rczof^oftheC 'Soufo Miami,Florida Given my hand and she official Seal of the City of Soi Florida this c\ry 0*__ A.D. CityClerk METROPOLITAN DADE COUNTY.FLORIDA METRODADE September 19,1995 Mr.Eddie Cox City Manager City of South Miami 6130 Sunset Drive South Miami,FL 33143 Stf est *J0^«*&&*.«S STEPHEN P.CLARK CENTER ^ OFFICE OF COUNTY MANAGER SUITE 2910 111 N.W.1st STREET MIAMI,FLORIDA 33128-1994 (305)375-5311 RE:BoardApprovedStandardInterlocalAgreementforUse of theCountySolidWaste Management System Dear Mr.Cox: On September 14,1995,theBoard of County Commissioners approvedtheStandardInterlocal AgreementforUse of theCountySolidWaste Management System.SinceBoardapproval,a non-materialchange requested bytheDadeCity/County Management Association atits meeting with Department staff on September 13,1995,hasbeen made tothe Standard Interlocal Agreement regarding the definition of Source Separated Recyclable Materials,in order to broaden this definition. Municipalities including the Cities of Miami and North Miami,which have already approved the agreementin substantial form,andthosemunicipalitiespreparingfor consideration of theagreement bytheirBoardor Council,shouldusetheupdated document (attached)for purposes of approvaland execution. Forthose municipalities that are unable to enter intothe StandardInterlocal Agreement prior to October 1,1995,and have notyet submitted a standard letter of commitment tousethe County Solid Waste Management System,should dosoassoonas possible (copy attached).This Standard letter mustbereceivedbytheCountypriortoOctober1,1995,inordertoextendtheperiodwithinwhicha municipalitymayenterintotheStandardInterlocalAgreement,to December 1,1995.Theletterisan expression of commitment thattheStandardInterlocal Agreement willbe recommended tothe Municipality'sBoardorCouncilfor approval,butdoesnotbinditsBoardorCounciltoapprovethe Agreement. RegardingmunicipalconcernsabouttheefficiencyofoperationsattheResourcesRecoveryFacility,a Task Force composed of Dade City/County Management Association representatives,Department staff,and representatives of Montenay PowerCorp.willconvenetoworktowardconsensusregarding proceduresand responsibilities forwastedeliveriesby Contract Citiestothefacility.TheTaskForce willaddresssuchissuesas:establishment of proceduresfor redirecting waste deliveries toother Systemfacilitiesintheevent of excessivequeuingtimesatthefacility;establishment of noticeand otherproceduresregardingfacilitydowntimeorreducedprocessingcapability;facilityhousekeeping; tippingfloortrafficflow;andtiming of Countytransfervehicledeliveries.Theanticipatedtimeframe fortheTaskForcetocompleteitsworkisthirty(30)toforty-five(45)days.TheCountyremains committed to providing a high quality of service atthe Resources Recovery Facility. Approved Standard Interlocal Agreement Page2 Sl^,P w 'S matog 'tSlbeSt eff0rtS t0 serve the needs of Contract Cities and other users of theSystem.We apprecate your business and wish to continue our dialogue going forward re^di„/an!sohd waste .ssues or problems you may have or experience.Please make a^^ms^Xetoo^ JKSJSJiTp^r t*?concernin8 this letter please conta«"%£££ai <jio;5^4-1610 or Mr.Paul Mauneilo at (305)594-1621. Very Truk Yours. Armando Vidal,P.E. County Manager cc:Dennis I.Carter,Assistant County Manager Andrew Wilfork,Acting Director,Department of Solid Waste Management Attachments Date:October 5,1995 Office ofthe County Manager Suite 2910 111N.W.1st Street Miami,Florida 33128-1994 RE:Standard Letter ofCommitment to Enter into an Interlocal Agreement for Use ofCounty Solid Waste Management System County Manager: The Manager/Mayor of the City /Town /Village of City of South Miami ^jj recommend to his/her governing body that it become a signatory to the standard interlocal agreement with the County for use of the County Solid Waste Management System on or before December 1,1995,under the same terms as those Contract Cities which became signatories to the agreement before October 1,1995.The governing body of the City /Town /Village of South Miami will consider the standard interlocal agreement at its meeting of October 5th .1995.The City /Town /Village of South Miami understands that until the standard interlocal agreement is approved and executed by the City / Town /Village,and submitted to the County for approval,the existing $59 disposal fee rate will apply to MSW delivered by the City /Town /Village at County disposal facilities. Page 1 INTERLOCAL AGREEMENT BETWEEN METROPOLITAN DADE COinVTV a urnCONTRACTCITIESFORCITYUSEOFTHECOUNT^O^wS MANAGEMENT SYSTEM This Interlocal Agreement ("Agreement")is made and entered into this day of -—_f 1995,by and between Metropolitan Dade County by and throu5T[ts~Board ofCountyCommissioners("County")and those mumcipalities whose names appeaHn JSS? SSi^y"?made-nhereofj **successors md -^*****S?to «Contract Crties to provide for use of the County Solid Waste Management System bvContractCitiesfortheirSolidWastedisposalandtransferneeds.^Y BACKGROUND ttttriTAT.fi Whereas the Metropolitan Dade County Board of County Commissioners (the "Board")hereby finds and declares that it is necessary to the health,safety and welfare of the citizens of Dade County to provide for Solid Waste disposal and management facilities and services;and Whereas,the County desires to maximize the use of its Resources Recovery facilityprocessesandtoextendthelifeofitslandfills;and Whereas the Contract Cities desire to use the County Solid Waste Management System for their Solid Waste disposal needs (and transfer needs,as applicable),at an agreed-upon Disposal Fee rate (and Transfer Fee rate as applicable);and Whereas,the Contract Cities desire to reestablish or continue their reliance on the County Solid Waste Management System to satisfy Concurrency requirements of the Local Government Comprehensive Planning and Land Development Regulation Act (Chapter 163 Part II,F.S.)only as it applies to Solid Waste disposal capacity for the Solid Waste which'each Contract City collects for disposal,or that which is collected for it by third parties under contract with the Contract City for disposal,and which is committed to the County for disposal in the County Solid Waste Management System in accordance with this Agreement,and actually disposed oftherein;and Whereas the County and the Contract Cities desire to formalize their relationship regardmg Solid Waste disposal responsibilities consistent with the provisions of Section 403 706 Florida Statutes. NOW THEREFORE,in consideration of the foregoing premises,and the mutual ^SSJ01"C°ntamed herein'the parties heret0'intending to be legally bound,do hereby agree DEFINITIONS For the purposes of this Agreement,the following capitalized words and phrases shall be given the following respective meanings: Page 2 Board -the Metropolitan Dade County Board of County Commissioners. Change in Law -after the date of execution of this Agreement,(a)the adoption,promulgation,^suance,modification,or change in interpretation of any federal,state or local law,reguEjrule,requirement ruling or ordinance,of the United States or any state or territory thereofunless «such law,regulation,rule,requirement,ruling or ordinance was on or prior to such date duly adopted promulgated,issued or otherwise officially modified or changed in interpretation,in each case in final form,to become effective without any further action by any governmental entity or official having jurisdiction,(provided,that it shall not constitute a Change in Law if an administrative regulation existed on the date of execution of this Agreement in temporary or proposed form and was treated as generally applicable to transactions of the type contemplated hereby)or (n)compliance with such law,regulation,rule requirement,ruling or ordinance was provided for in the Agreement;(b)the issuance of an order and/or judgment of any governmental entity or official having jurisdiction,to the extent such order and/or judgment constitutes a reversal of a prior applicable order and/or judgment,or an overturning of prior administrative policy or judicial precedent;or (c)the suspension,termination,interruption or failure of renewal of any permit,license,consent,authorization or approval essential to the acquisition,design, construction,equipping,start-up,operation,ownership or possession of the County Solid Waste Management System faciUties or the facilities sites,to the extent such suspension,termination, interruption or failure of renewal is not caused by any action or inaction of the County or its contractors (provided that,for the purposes of determining whether a suspension,termination, interruption or failure of renewal was so caused,any reason or finding set forth in writing by the agency responsible for issuance of such permit,license,consent,authorization or approval shall be accorded the rebuttal presumption of accuracy),provided that no change in tax law change to the Internal Revenue Code of 1954 effected by the Tax Reform Act of 1986 (to the extent applicable on the date of this Agreement),change in foreign law,Change In Law which adversely affects the County's legal rights as a licensee,grantee,owner,or user of any patent or other know-how"mrespect of proprietary technology intended to be utilized by it in performing its obligations under this Agreement shall constitute a change in law for any purposes of this Agreement. Concurrency -provision of certain public faciHties specified in the State of Florida Local Government Comprehensive Planning and Land Development Regulation Act ("the Act") (specifically,Chapter 163,Part H,Section 163.3180 F.S.)by (a)county (ies),or (a)municipality (ies)or a combination thereof,at a specified level-of-service stated in the Capital Improvements Element of the comprehensive plan for the applicable jurisdiction(s),adopted pursuant to the Act. Contract City (ies)-the municipal corporation or corporations existing under the laws of the State of Florida,that enter into this Agreement with the County and whose names appear in Exhibit "A"to this Agreement.For the purpose of this Agreement,the unincorporated areas of Dade County,as delineated in Exhibit "D",shall be considered a Contract City. County -Metropolitan Dade County,Florida by and through its Board of County Commissioners. Page3 County Disposal Fee -the fee charged to dispose of Solid Waste at County-owned Solid Waste disposal facilities or faciUties operated under contract with the County for Solid Waste disposal. County Solid Waste Management System -The aggregate of those Solid Waste management faculties owned by or operated under contract with Dade County,which shaU include the North tt i«r•S°u*Dade Landfi11'Resources Recovery Facility,Waste Management of Florida,Inc.LandfillI in the City of Medley,Florida,Northeast Transfer Station,Central Transfer Station! West Transfer Station,and other such faciUties as may be added to or deleted from this Usting from time to time,by the County Manager at his sole discretion.Such additions or deletions may be made by use of an attachment hereto without need for formal amendment to this Agreement. Director -the Director of the Department of Solid Waste Management or his/her designee. Exclusive Franchise or License -(a)contract(s)between a Contract City and a (limited number of)third party contractor(s)for the right and privilege to coUect Solid Waste from either residential units or commercial estabUshments,or both residential units and commercial establishments,within (a)designated service area(s)under the terms of which the contractors) pay(s)the Contract Citya fee. Fiscal Year -the period beginning October 1 of each year and ending September 30 of the subsequentyear. Force Majeure -an act of God,epidemic,lightning,earthquake,fire,explosion,storm, hurricane,flood or similar occurrence,strike,and act of a pubUc enemy,or blockade,insurrection, not,general arrest or restraint ofgovernment and people,civil disturbance or similar occurrence, which has had or may reasonably be expected to have a material adverse effect on the rights or obUgations under this Agreement,which by the exercise of due diUgence the party relying thereon as justification for not performing any obligation under this Agreement shaU not have been able to avoid,and which is not the result ofa willful or negUgent action or omission of such party. Municipal Solid Waste (MSW)or Solid Waste or Waste -aU discarded materials or substances,exclusive of Source-Separated Recyclable Materials,which each Contract City coUects for disposal,or that which is collected for it by third parties under contract with the Contract City for disposal,including,but not limited to,garbage,trash,Utter,refuse,rubbish, ashes,incinerator residue,recycling process residue,or other materials allowed by the State Department of Environmental Protection for disposal in a Class I landfiU which result from domestic,commercial,industrial,mining,agricultural or governmental activities,but not including sewage or other highly-dUuted,water-carried materials or substances,or those in gaseous form. Non-Exclusive Franchise or License -a regulatory program under which an unlimited number of Solid Waste haulers are given the right and privilege to coUect Waste from either residential units or commercial establishments,or both residential units and commercial establishments, under the terms ofwhich each hauler pays the Contract City a fee. Page4 Short-Term Disposal -delivery of Solid Waste to the County SoUd Waste Management System tor disposal without having aminimum ten (10)year Waste disposal agreement with the County. Short-Term Disposal Fee(s)-the fee(s)paid by private haulers or municipalities for Short-Term Disposal of SoUd Waste in the County Solid Waste Management System. Source-Separated Recyclable Materials -materials separated from MSW at their source of generation which are set-out for coUection at their source of generation.Such materials shaU be Unuted to:clean yard trash,newspapers,telephone books,household batteries,glass containers, plastic containers,steel cans,aluminum cans,and other Source-Separated Recyclable Materials as may be added to this Usting from time to time by the County Manager,at his sole discretion;such additions may be made by use of an attachment hereto without need for formal amendment to this Agreement. Transfer Fee -the fee charged to transfer Solid Waste from County SoUd Waste Management System transfer stations to County Solid Waste Management System disposal faciUties. ARTICLE 1 CONSTRUCTION OF INTERLOCAL AGREEMENT The word "shall"as used in this Agreement shaU 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. t ARTICLE 2 RESPONSIBILITIES OF THE COUNTY A-Provision of Disposal Capacity The County shaU provide MSW disposal capacity (and transfer,as applicable)for the SoUd Waste which each Contract City coUects for disposal,or that which is coUected for it by third parties under contract with the Contract City for disposal, and which is committed to the County for disposal in the County SoUd Waste Management System in accordance with this Agreement.The provision of SoUd Waste disposal services under this Agreement shaU comply with aU appUcable state and federal laws. B-Disposal Capacity for Concurrency.The County shaU maintain sufficient MSW disposal capacity in the County Solid Waste Management System to comply with Concurrency requirements of the Local Government Comprehensive Planning and Land Development Regulation Act (Chapter 163,Part II,F.S.)only as it appUes to SoUd Waste disposal capacity for the Solid Waste which each Contract City collects for disposal,or that which is coUected for it by third parties under contract with the Contract City for disposal,and which is committed to the County for disposal in the County SoUd Waste Management System in accordance with this Agreement,and actually disposed oftherein. c Standardization of Agreement The terms ofthis Agreement shall be substantially the same for all Contract Cities. Page 5 ARTICLE 3 RESPONSIBILITIES OFTHE CONTRACT CITIES ^Delivery of MSW to County.Each Contract City shall deliver all the MSW it collects for disposal,or cause delivery of that MSW which is collected for it by third parties under contract with the Contract City for disposal,excluding Source-Separated Recyclable Materials to (a) County SoUd Waste Management System facility(ies),at Disposal Fee rates as specified herein. Contract Cities which have entered into SoUd Waste disposal agreements with third party contractors prior to July 28,1995,the terms of which extend into the term of this Agreement for a portion of Fiscal Year 1995-96,are not obligated to deliver Solid Waste to the County for that portion of Fiscal Year 1995-96 covered by the third party agreements,copies of which are incorporated herein as Exhibit "C".Such Contract Cities shall otherwise adhere to all terms of this Agreement Area(s)of unincorporated Dade County,as delineated in Exhibit "D"which incorporate subsequent to the date of this Agreement shall comply with all terms of this Agreement,unless expressly reUeved from doing so by resolution of the Board. The Director may identify particular faciUties to which each Contract City shall deliver its Waste. Any Contract City may deliver its Waste to a County transfer faciUty if the appUcable Transfer Fee is paid to the County.At no time during the term of this Agreement shaU any Contract City be required to deUver MSW to a County transfer faciUty unless the County Disposal Fee is the same at all County Solid Waste Management System facilities.No Contract City shaU be directed to deUver its Waste to a disposal faciUty which is farther from that Contract City's boundaries than the closest county-owned disposal faculty.No Contract City shaU be directed to deUver its Waste to a transfer faciUty which is farther from that Contract City's boundaries than the closest county-owned transfer facility.In no case shall a Contract City be required to deUver its Waste to a County Solid Waste Management System faciUty which is farther than twenty (20) miles from that Contract City's nearest boundary in order to take fuU advantage of it rights underthis Agreement B Use of Other Facilities Prohibits Each Contract City shaU not deUver any MSW it collects for disposal,or cause or suffer delivery of that MSW which is coUected for it by third parties under contract with the Contract City for disposal,excluding Source-Separated Recyclable Materials,to a Solid Waste disposal or transfer facUity other than a County SoUd Waste Management System facility for the term of this Agreement.No Contract City shaU deliver any MSW it coUects,or cause or suffer delivery of that MSW which is collected for it by third parties under contract with the Contract City for disposal,other than Source-Separated Recyclable Materials,to a materials recovery or recycling facility for the term of this Agreement C.Hauler Contracts.Each Contract City shall include in any contracts with Solid Waste haulers,or amendments to such contracts,which it executes,renews or extends after the date of this Agreement,a provision that all Solid Waste collected for the Contract City shaU be delivered to a specified County Solid Waste Management System facility for disposal.This provision shall apply to Exclusive Franchise or License agreements with SoUd Waste haulers. This provision shall not apply to a Non-Exclusive Franchise or License to haul Solid Waste. Page6 P Disposal and Transfer Fm,Each Contract City shaU pay a Disposal Fee (and aTransfer Fee,as applicable)for each ton of MSW delivered to the County Solid Waste Management System for disposal.Each Contract City shaU pay amaximum Disposal Fee of forty-five doUars ($45.00)per ton to the County for disposal of MSW deUvered to County SoUd Waste Management System faciUties for Fiscal Years 1995-96,1996-97,and 1997-98.This Disposal Fee shaU be estabUshed by separate administrative order,which shall not become effective until approved by the Board.As appUcable,each Contract City shaU pay a maximum Transfer Fee of nine dollars ($9.00)per ton to the County for transfer of MSW deUvered to County SoUd Waste Management System transfer facilities for Fiscal Years 1995-96,1996-97,and 1997-98.This Transfer Fee shaU be established by separate administrative order,which shall not become effective until approved by the Board.The Disposal Fee and Transfer Fee may be increased or decreased for inflation or deflation beginning on October 1,1998,and on the first day of each Fiscal Year thereafter,relative to increases or decreases in the U.S.Government Consumer Price Index for AU Urban Consumers for the Southeast Region of the United States (CPI)for the prior period ofJuly 1through June 30.Such CPI increases or decreases shall be capped at five percent (5%)per year for the term of this Agreement In the event that the actual CPI increase or decrease exceeds the five percent (5%)cap in a given Fiscal Year,the amount of CPI increase or decrease above or below the five percent (5%)cap shaU be appUed to CPI increases or decreases in future years when the CPI increase or decrease is less than five percent (5%).The Disposal Fee and Transfer Fee shaU not otherwise increase,unless as required by Change in Law,as defined herein,which may occur at any time during the term ofthis Agreement The County shaU notify each Contract City of proposed Disposal Fee and Transfer Fee adjustments on the basis of Change In Law.The Disposal Fee or Transfer Fee increase based on Change in Law shaU fMy compensate the County for its increased costs.Each Contract City shaU pay prevailing disposal fees for Waste materials for which the County charges other than the County Disposal Fee for the entire term of this Agreement,including,without limitation,tires,asbestos,construction and demolition debris,and clean yard trash,if provided to the County for disposal. E.Terms of Payment The County shall invoice the Contract Cities for Disposal Fees,based on County weighing records,by means of First Class U.S.Mail,within five (5)days of the last day of each month,commencing in the first month after the effective date of this Agreement,and continuing monthly thereafter for the term of this Agreement In accordance with Section 218.74(2),Florida Statutes,as amended from time to time,payment of Disposal Fees owed to the County shaU be due from,and payment shall be made by,each Contract City forty-five (45) days from the date of receipt of the County's monthly invoice. F-PisPHte On In,yoiqn,g.In the event ofa dispute on invoicing,the Contract City shaU first pay the full amount of the disputed charges when due and shall,within thirty (30)days from the date of receipt ofthe disputed invoice,give written notice of the disputed invoice to the County. The notice of dispute shall identify the disputed invoice,state the amount in dispute and set forth a full statement of grounds on which such dispute is based.The County Manager or his designee shaU confer with the Contract City and the County Manager or his designee shall resolve the dispute not later than sixty (60)days after the date upon which the disputed invoice was received. Should a Contract City disagree with the determination of the County Manager or his designee, it may pursue any remedy at law except withholding payment. Page7 ARTICLE 4 WEIGHING RECORDS The County shaU cause all County SoUd Waste Management System facilities to operate and maintain motor truck scales caUbrated to the accuracy required by Florida law and to weich aU vehicles delivering MSW.Each vehicle deUvering MSW from a Contract City,or its contract hauler,shall have its tare weight and cubic yard capacity permanently and conspicuously displayed on the exterior of the vehicle.The County or its contractor may,from time to time require revaUdation of the tare weight of any vehicle.Each Contract City shall provide the County with information about each private hauler deUvering MSW on its behalf to include- name and address,make,body type and motor vehicle registration number of each vehicle used for such purpose.All such haulers shall have and maintain a valid County Solid Waste hauler permit m accordance with Section 15-17 of the Code of MetropoUtan Dade County as amended from time to time. The County will supply each Contract City with monthly weighing records as may be reasonably required by the Contract City to administer its Waste collection program.Copies of aU transaction tickets wiU be maintained by the County for at least two (2)years.If weighing scales are inoperable or are being tested,the facility operator shall estimate the quantity ofMSW deUvered using a schedule of estimated Waste material weights in accordance with Section 15-25 Subsections (b)and (d)of the Metropolitan Dade County Code,as amended from time to time! The estimates shaU take the place ofactual weighing records,when the scales are not operational. The County shaU use reasonable efforts to maintain the scales in an operable condition. ARTICLE 5 SHORT-TERM DISPOSAL The Contract Cities agree that the County Solid Waste Management System may accept MSW on a Short-Term Disposal basis from private or municipal haulers,so long as the capacity to receive SoUd Waste deUvered on behalf of any Contract City is not impaired,and provided that such haulers shaU pay (a)Short-Term Disposal Fee(s)of at least ten percent (10%)above that charged to Contract Cites.The (a)Short-Term Disposal Fee(s)shaU be established by separate administrative order,which shaU not become effective until approved by the Board.All Disposal Fee revenues generated pursuant to this Agreement shaU be used to pay County Solid Waste Management System costs.This provision shaU not inhibit the County from entering into agreements with private haulers for delivery of Waste to County disposal faciUties (with the exception of agreements for delivery of Waste collected by (a)private hauler(s)under contract with any municipaUty that is not a party to this Agreement,which shall be prohibited),the minimum duration of which shall be ten (10)years,provided that the County shaU not offer (a) Disposal Fee(s)less than that agreed to herein by the Contract Cities to any private hauler for theterm ofthis Agreement. Page8 ARTICLE 6 RELATIONSHIPS OF THE PARTIES Nothing in this Agreement shaU be deemed to constitute any party a partner,agent or local representative of the other party or to create any type of fiduciary responsibility of any kind whatsoever between the parties.The obUgations to this Agreement are not joint;the obUgations are separate and several between each of the Contract Cities and County. ARTICLE 7 HEADINGS Captions and headings in this Agreement are for ease of reference only and do not constitute a part of this Agreement and shaU not affect the meaning or interpretation of any provisions herein. ARTICLE 8 DURATION OF AGREEMENT The term of MSW deUveries by each Contract City to the County under this Agreement shaU commence with the date of execution and shaU remain in effect up to and including October 1, 2015.The Agreement shaU be executed and approved by resolution of each Contract City's governing bodyonor before September 30,1995,unless a standard letter of intent to enter into this Agreement is received by the County before October 1,1995,in which case,the Agreement shaU be executed and approved by resolution of each Contract City's governing body on or before December 1,1995,and shaU become effective upon execution by the County. A copy of the resolution of approval shaU be transmitted to the County Manager within five (5) days foUowing the date of each Contract City's approval. ARTICLE 9 AGREEMENT GOVERNS;ENTIRE AGREEMENT This Agreement shall govern and supersede any other Interlocal agreement between the Contract Cities and the County with regard to use of the County SoUd Waste Management System.This writing embodies the entire Agreement and understanding between the parties hereto,and there are no other agreements or understandings,oral or written with reference to the subject matter hereof that are not merged herein and superseded hereby. ARTICLE 10 REPRESENTATIONS OF THE COUNTY The County represents that (A)this Agreement has been duly authorized,executed and deUvered by the Board of County Commissioners as the governing body of the County,and (B) it has the required power and authority to perform this Agreement. Page 9 ARTICLE 11 REPRESENTATIONS OFTHE CONTRACT CITIES Each Contract City represents that (A)this Agreement has been duly authorized,executed and deUvered by the Governing Body of the Contract City,and (B)it has the required power and authority to perform this Agreement ARTICLE 12 APPROVALS AND NOTICES All notices,consents and other communications required,permitted or otherwise deUvered under this Agreement shall be in writing and be delivered either by hand with proof of deUvery or mailed by first class United States certified or registered mail,with return receipt requested, postage prepaid,and in any case shaU be addressed as provided in Exhibit "B",attached hereto andmadeparthereof. Changes in the respective addresses of Contract Cities provided in Exhibit "B"and of County provided on the signature page may be made from time to time by either party by notice to the other party.Notices and consents given by mail in accordance with this section shaU be deemed to have been given five (5)business days after the day of dispatch,notices and consents given by any other means shaU be deemed to have been given when received. ARTICLE 13 AMENDMENT TO AGREEMENT This Agreement may be modified,altered or amended only by a written amendment duly executed by the parties hereto,and approved by the governing body of each party.Any oral representations or modifications concerning this Agreement shaU beofno force or effect. ARTICLE 14 NON-ASSIGNMENT In no case shall a Contract City assign,transfer,convey or otherwise hypothecate any interest, rights,duties,or obUgations hereunder,or any part thereof.In the event a Contract City attempts to assign,transfer,convey or otherwise hypothecate this Agreement or the Contract City's rights,duties or obligations hereunder,or any part thereof,the County may at its option, terminate this Agreement with respect to that Contract City. ARTICLE IS RIGHTS OF OTHERS Nothing in this Agreement,either express or implied,is intended to confer upon any person other than the parties hereto any rights or remedies under or by reason of this Agreement. Page 10 ARTICLE 16 WAIVER There shaU be no waiver of any right related to this Agreement unless that such waiver is in writing signed by the party waiving such right.No delay or faUure to exercise a right under this Agreement shaU impair such right or shaU be construed to be a waiver thereof.Any waiver shaU be limited to the particular rights waived and shaU not be deemed a waiver of the same right at a later time,or of any other right under this Agreement. ARTICLE 17 FORCE MAJEURE Neither party hereto shaU be Uable for its failure to carry out its obUgations under this Agreement during any period when such party is rendered unable,in whole or in part,by Force Majeure to carry out such obUgations,but the obUgations of the party relying on such Force Majeure shaU be suspended only during the continuance of any inabiUty so caused and for no longer period,and such cause shall,so far as possible,be remedied with aU reasonable dispatch.It is further agreed and stipulated that the right of any party hereto to excuse its failure to perform by reason of Force Majeure shaU be conditioned upon such party giving,to the other party,written notice of its assertion that a Force Majeure delay has commenced within five (5)working days after such commencement.If there exists good cause for failure to give such notice,such faUure shall not prejudice any party's right to justify any non-performance as caused by Force Majeure,unless the failure to give timely notice causes material prejudice to the other party. ARTICLE 18 COUNTY EVENT OF DEFAULT The failure by the County to substantially fulfill any of its material obUgations in accordance with this Agreement,unless excuses are justified by Force Majeure,shaU constitute a "County event of default".Ifa County event of default should occur,the affected Contract City(ies)shall have aU of the foUowing rights and remedies which each may exercise singly or in combination:1.the right to declare that this Agreement as it appUes to the Contract City(ies)together with aU rights granted to the County hereunder are terminated,effective upon such date as is designated by the Contract City(ies);2.any and aU other rights provided under federal laws and the laws of the State of Florida.3.in any event,the County shaU maintain responsibility for any debts owed to each Contract City for services provided under the terms of this Agreement. Notwithstanding any other provision of this article,the Contract City(ies)shall not terminate this Agreement for a "County event of default"unless the Contract City(ies)first give(s)the County written notice of intent to terminate specifying the alleged default,and providing the County a period of sixty (60)days from receipt of notice within which to cure such default. Page 11 ARTICT E 19 CONTRACT CITYEVENT OF DEFAULT Without limitation,the faUure by a Contract City to substantially fulfill any of its materialobl.gat.ons maccordance with this Agreement,unless excuses are justified by Force MaSeshaUconstitutea"Contract City event of default".If aContract City ev Jof deLvSdoccur,the County shaU have aU of the Mowing rights and remedied which it n^y exS smgly or mcombmat.on:1.the right to declare that all rights granted to the Contract Cityhereunderaretermmated,effective upon such date as is designated by the County:2 anv and aU rights prov.ded under federal laws and the laws of the State of Florida.3 in any event the Contract City shall maintain responsibUity for any debts owed to the County for services prowled under the terms of this Agreement.Notwithstanding any other provision of this article Uie County shall not terminate this Agreement for a"City event of default"unless the County first gives the Contract City written notice of intent to terminate specifying the alleged default and proving the Contract City a period ofsixty (60)days from receipt of notice within which to cure such default. ARTICLE 20 FLORIDA LAW GOVERNS;VENUE IN DADE COUNTY,FLORIDA This Agreement,regardless of where executed,shall be governed by and construed according to the laws ofthe State ofFlorida,and venue shall be in Dade County,Florida. ARTICLE 21 TERMINATION This Agreement may be terminated upon mutual consent,in writing,between any Contract Citv and the County .J ARTICLE 22 COUNTERPARTS This Agreement may be executed in one or more counterpart(s),each of which shall be deemed anoriginal. ARTICLE 23 INVALIDITY OF PROVISIONS Should any provision,paragraph,sentence,word or phrase contained in this Agreement be determmed by a court of competent jurisdiction to be invalid,illegal or otherwise unenforceable under the laws of the State of Florida,such provision,paragraph,sentence,word or phrase shall be deemed modified to the extent necessary in order to conform with such laws and this Agreement shall remain in Mill force andeffect. Page 12 IN WITNESS WHEREOF,Metropolitan Dade County,Florida,has caused this Agreement to be executed in its name by the County Manager or his designee,attested by the Clerk of the Board of County Commissioners and has caused the seal of the Board of County Commissioners to be hereto attached;and the Contract Cities named in Exhibit "A",have caused this Agreement to be executed in theirs names by the Manager of each Contract City or his designee,attested by the Clerk of each Contract City's governing body and has caused the seal of each Contract City's governing body to be hereto attached,all on the day and year first written above. Attest: Harvey Ruvin, Clerk of the Board METROPOLITAN DADE COUNTY, FLORIDA,BY ITS BOARD OF COUNTY COMMISSIONERS By: By: Deputy Clerk APPROVED AS TO FORM AND LEGAL SUFFICIENCY BY: Dade County Attorney's Office Mr.Henry N.Gillman,Assistant County Attorney 111 N.W.1stStreet,27thFloor Miami,FL 33128 Assistant County Attorney CountyManager MetropolitanDadeCountyFlorida 111 N.W.1st Street,29th Floor Miami,FL 33128 Page 13 WITNESS: ATTEST: ContractCity Cleri [corporate seal] CONTRACT CITY Bv:Nei ,Mayor Mayor-Commissioner By: Contract City Manager 17th day of October APPROVED AS TO FORM: Afloiotant Contract City Attorney _1995.