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Interlocal Agreement for Use of MD County Solid Waste Proposed AmendPROPOSED AMENDMENT Page 1 SECOND AMENDED AND RESTATED INTERLOCAL AGREEMENT BETWEEN MIAMI-DADE COUNTY AND CONTRACT CITIES FOR USE OF THE COUNTY SOLID WASTE MANAGEMENT SYSTEM This Interlocal Solid Waste Agreement ("Agreement") is made and entered into this ___ day of ________________, 20___, by and between Miami-Dade County by and through its Board of County Commissioners ("County") and the City of South Miami by and through its City Manager, as approved by its City Commission (hereinafter referred to as Contract City), to provide for use of the County Solid Waste Management System by the Contract City for its municipal solid waste disposal and transfer needs. BACKGROUND RECITALS Whereas, the Miami-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 Miami-Dade County to provide for municipal solid waste disposal and management facilities and services; and Whereas, the County desires to maximize the use of its Resources Recovery facility processes and to extend the life of its landfills; and Whereas, the Contract City desires to use the County Solid Waste Management System for its municipal 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 City desires to use 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 disposal capacity for municipal solid waste the Contract City collects 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 of therein; and Whereas, the County and the Contract City desire to formalize their relationship regarding municipal solid waste disposal responsibilities consistent with the provisions of Section 403.706, Florida Statutes. Whereas, the amended agreement as stated herein shall be available to all municipalities. NOW THEREFORE, in consideration of the foregoing premises, and the mutual considerations contained herein, the parties hereto, intending to be legally bound, do hereby agree as follows: County Resolution No. R-167-13 Contract City Resolution No. ___ PROPOSED AMENDMENT Page 2 DEFINITIONS For the purposes of this Agreement, the following capitalized words and phrases shall be given the following respective meanings: Board - the Miami-Dade County Board of County Commissioners. Change in Law - after the date of execution of this Agreement, (a) the adoption, promulgation, issuance, modification, or change in interpretation of any federal, state or local law, regulation, rule, requirement, ruling or ordinance, of the United States or any state or territory thereof, unless (i) 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 (ii) 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 facilities 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" in respect 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 facilities specified in the State of Florida Local Government Comprehensive Planning and Land Development Regulation Act ("the Act") (specifically, Chapter 163, Part II, 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. County Resolution No. R-167-13 Contract City Resolution No. __ PROPOSED AMENDMENT Page 3 Contract Cities — a municipal corporation or corporations existing under the laws of the State of Florida, that enter into this Agreement with the County. For the purpose of this Agreement, the unincorporated areas of Miami-Dade County as geographically configured on February 16, 1996 shall be considered a Contract City. County — Miami-Dade County, Florida by and through its Board of County Commissioners. County Disposal Fee - the fee charged to dispose of municipal solid waste or solid waste at County-owned disposal facilities or facilities operated under contract with the County for municipal solid waste or solid waste disposal. County Solid Waste Management System - The aggregate of those solid waste management facilities owned by or operated under contract with Miami-Dade County, which shall include the North Dade Landfill (21500 NW 47th Avenue), South Dade Landfill (23707 SW 97th Avenue), Resources Recovery Facility (6990 NW 97th Avenue), Waste Management of Florida, Inc. Landfill in the City of Medley, Florida (9350 NW 89th Avenue), Northeast Transfer Station (18701 NE 6th Avenue), Central Transfer Station (1150 NW 20 Street) and West Transfer Station (2900 SW 72nd Avenue), and other such facilities as may be added to or deleted from this listing from time to time, by the County Mayor at his/her 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 Public Works and Waste Management Department 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 collect municipal solid waste or solid waste from either residential units or commercial establishments, or both residential units and commercial establishments, within (a) designated service area(s) under the teams of which the contractor(s) pay(s) the Contract City a fee. Fiscal Year - the period beginning October 1 of each year and ending September 30 of the subsequent year. Force Majeure - an act of God, epidemic, lightning, earthquake, fire, explosion, storm, tornado, hurricane, flood or similar occurrence, strike, and act of a public enemy, or blockade, insurrection, riot, general arrest or restraint of government 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 obligations under this Agreement, which by the exercise of due diligence the party relying thereon as justification for not perfoitning any obligation under this Agreement shall not have been able to avoid, and which is not the result of a willful or negligent action or omission of such party. County Resolution No. R-167-13 Contract City Resolution No. __ PROPOSED AMENDMENT Page 4 Municipal Solid Waste (MSW) — all discarded materials or substances, exclusive of source-separated recyclable materials, which the Contract City collects for disposal or is collected for it by third parties under contract with the Contract City for disposal including, but not limited to, garbage, trash, litter, 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 landfill which result from domestic, commercial, industrial, mining, agricultural or governmental activities, but not including sewage or other highly-diluted, water-carried materials or substances, or those in gaseous form. This definition is not intended to include any waste collected by any entity whose sole relationship with the Contract City is a franchise or license and which entity does not collect any waste on behalf of the Contract City. In addition, this definition is not intended to include waste collected at any city owned facility. Non-Exclusive Franchise or License - a regulatory program under which an unlimited number of solid waste haulers are given the right and privilege to collect solid waste from either residential units or commercial establishments, or both residential units and commercial establishments, under the terms of which each hauler pays the Contract City a fee. Short -Term Disposal - delivery of solid waste to the County Solid Waste Management System for disposal without having a minimum ten (10) year waste disposal agreement with the County. Short -Term Disposal Fee(s) - the higher fee(s) paid by private haulers or municipalities for Short-Term disposal of solid waste in the County Solid Waste Management System. Solid Waste — all discarded materials or substances, exclusive of source-separated recyclable materials, including, but not limited to, garbage, trash, litter, 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 landfill which result from domestic, commercial, industrial, mining, agricultural or governmental activities, but not including sewage or other highly-diluted, water-carried materials or substances, or those in gaseous form, which materials or substances are not collected by or on behalf of a Contract City. Source-Separated Recyclable Materials - materials separated from municipal solid waste or solid waste at their source of generation which are set-out for collection at their source of generation. Such materials shall be limited to: clean yard trash, aseptic and gable-top containers, corrugated cardboard, magazines, mixed waste paper, newspapers, telephone books, household batteries, glass containers, plastic containers, steel cans and aluminum cans, and other source-separated recyclable materials as may be approved for addition to this listing from time to time by the County Mayor or his/her designee, which approval shall not County Resolution No. R-167-13 Contract City Resolution No. ___ PROPOSED AMENDMENT Page 5 be unreasonably withheld; 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 municipal solid waste or solid waste from County Solid Waste Management System transfer stations to County Solid Waste Management System disposal facilities. ARTICLE 1 CONSTRUCTION OF INTERLOCAL 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 RESPONSIBILITIES OF THE COUNTY A. Provision of Disposal Capacity. The County shall provide MSW disposal capacity (and transfer, as applicable) for the MSW which each Contract City collects or is collected for it for disposal and which is committed to the County for disposal in the County Solid Waste Management System in accordance with this Agreement. The provision of MSW disposal services under this Agreement shall comply with all applicable state and federal laws. B. Disposal Capacity for Concurrency. The County shall 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 applies to MSW disposal capacity for the MSW which the Contract City collects or is collected for it 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 of therein. C. Standardization of Agreement. The teiius of this Agreement shall be substantially the same for all Contract Cities. ARTICLE 3 RESPONSIBILITIES OF THE CONTRACT CITY A. Delivery of MSW to County. The Contract City shall deliver all the MSW it collects or is collected for it for disposal, to a County Solid Waste Management System facility(ies) at Disposal Fee rates as specified herein. Delivery of MSW by Contract City to the Waste Management Inc. of Florida landfill in Medley, Florida shall be permitted for the term of this agreement; provided that, (1) the County's agreement with Waste Management Inc. of Florida, dated July 31, 1998, is in effect, (2) the landfill is accepting MSW for disposal, and (3) MSW from (a) Contract City(ies) is not needed at the Resources Recovery facility, as determined by the Director, in his/her sole discretion. County Resolution No. R-167-13 Contract City Resolution No. __ PROPOSED AMENDMENT Page 6 The Director may identify particular facilities to which the Contract City shall deliver its MSW subject to the following: (i) The Contract City may deliver its MSW to a County transfer facility(ies) if the applicable transfer fee is paid to the County. (ii) At no time during the term of this Agreement shall a Contract City be required to deliver MSW to a County transfer facility unless the County Disposal Fee is the same at all County Solid Waste Management System facilities. (iii) The Contract City shall not be directed to deliver its MSW to a disposal facility which is farther from the Contract City's boundaries than the closest county- owned disposal facility. (iv) The Contract City shall not be directed to deliver its MSW to a transfer facility which is farther from the Contract City's boundaries than the closest county- owned transfer facility. In no case shall the Contract City be required to deliver its MSW to a County Solid Waste Management System facility which is farther than twenty (20) miles from the Contract City's nearest boundary in order to take full advantage of it rights under this Agreement. (v) Regardless of the operating status of the County's Resources Recovery Facility, the Contract City shall be entitled to dispose of MSW at the Facility and to pay the regular disposal rate that applies to Contract Cities, which shall be the County's lowest rate for MSW disposal, for the term of this Agreement. B. Use of Other Facilities Prohibited. The Contract City shall not deliver any MSW it collects or is collected for it for disposal to a solid waste disposal or transfer facility other than a County Solid Waste Management System facility for the term of this Agreement. The Contract City shall not deliver any MSW it collects or is collected for it, to a materials recovery or recycling facility for the term of this Agreement. Notwithstanding the foregoing, in the event that the County approves an operating permit for a solid waste disposal or transfer facility located within Miami-Dade County: Other than: (i) A facility that is a part of the County Solid Waste Management System; (ii) A facility that is used exclusively to facilitate the delivery of MSW to County Solid Waste Management System facilities; or County Resolution No. R-167-13 Contract City Resolution No. __ PROPOSED AMENDMENT Page 7 (iii) A facility that is subject to a solid waste disposal agreement with the County, which agreement shall not allow acceptance of third party waste either by agreement or regulation; Then in that case: the Contract City shall have the option to either pursue a permit for operation of a solid waste disposal or transfer facility for all or a portion of its MSW disposal needs or deliver all or a portion of its MSW to the permitted solid waste disposal or transfer facility(ies) that meets the criteria established herein, provided however that any portion of the Contract City's MSW that is not so disposed must continue to be delivered to the County pursuant to the terms of this Agreement. C. Hauler Contracts. The Contract City shall include in any MSW collection 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 MSW collected for the Contract City shall be delivered to a County Solid Waste Management System facility for disposal. This provision shall apply to exclusive franchise or license agreements with Solid Waste haulers to collect MSW on the Contract City's behalf. This provision shall not apply to a non-exclusive franchise or license to haul Solid Waste that is not collected on the Contract City's behalf. D. Disposal and Transfer Fees. The Contract City shall pay a Disposal Fee (and a Transfer Fee, as applicable) for each ton of MSW delivered to the County Solid Waste Management System for disposal. As of October 1, 2012 2014, the Contract City shall pay a Disposal Fee of sixty-three six dollars and sixty-five thirty-four cents ($63.65 66.34) per ton to the County for disposal of MSW delivered to County Solid Waste Management System facilities. This Disposal Fee shall be established by separate administrative order, which shall not become effective until approved by the Board. As applicable, as of October 1, 2012 2014 the Contract City shall pay a Transfer Fee of twelve thirteen dollars and fifty-two four cents ($12.52 13.04) per ton to the County for transfer of MSW delivered to County Solid Waste Management System transfer facilities. This Transfer Fee shall 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, 2013 2015, and on the first day of each Fiscal Year thereafter, relative to increases or decreases in the U.S. Government Consumer Price Index for All Urban Consumers for the Southeast Region of the United States (CPI) for the prior period of July 1 through June 30. Such CPI increases or decreases shall be capped at four percent (4%) per year for the term of this Agreement. In the event that the actual CPI increase or decrease exceeds the four percent (4%) cap in a given Fiscal Year, the amount of CPI increase or decrease above or below the four percent (4%) cap shall be applied to CPI increases or decreases in future years when the CPI increase or decrease is less than four percent (4%). The Disposal Fee and Transfer Fee shall not otherwise increase, unless as required by Change in Law, as defined herein, which may occur at any time during the term of this Agreement. The County shall notify the Contract County Resolution No. R-167-13 Contract City Resolution No. PROPOSED AMENDMENT Page 8 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 shall fully compensate the County for its increased costs. Each Contract City shall 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 and asbestos, if provided to the County for disposal. E. Terms of Payment. The County shall invoice the Contract City 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 shall be due from, and payment shall be made by, the Contract City forty-five (45) days from the date of receipt of the County's monthly invoice. F. Dispute on Invoicing. In the event of a dispute on invoicing, the Contract City shall first pay the full amount of the disputed charges when due and shall, within thirty (30) days from the date of receipt of the 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 Mayor or his/her designee shall confer with the Contract City and the County Mayor or his/her designee shall resolve the dispute not later than sixty (60) days after the date upon which the disputed invoice was received. Should the Contract City disagree with the determination of the County Mayor or his/her designee, it may pursue any remedy at law except withholding payment. ARTICLE 4 WEIGHING RECORDS The County shall cause all County Solid Waste Management System facilities to operate and maintain motor truck scales calibrated to the accuracy required by Florida law and to weigh all vehicles delivering MSW. Each vehicle delivering MSW from the 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 revalidation of the tare weight of any vehicle. The Contract City shall provide the County with information about each private hauler delivering 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 in accordance with Section 15-17 of the Code of Miami- Dade County, as amended from time to time. The County will supply the Contract City with monthly weighing records as may be reasonably required by the Contract City to administer its waste collection program. Copies County Resolution No. R-167-13 Contract City Resolution No. ___ PROPOSED AMENDMENT Page 9 of all transaction tickets will 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 of MSW delivered using a schedule of estimated waste material weights in accordance with Section 15-25, Subsections (b) and (d) of the Miami-Dade County Code, as amended from time to time. The estimates shall take the place of actual weighing records, when the scales are not operational. The County shall use reasonable efforts to maintain the scales in an operable and accurate weighing condition. ARTICLE 5 SHORT-TERM DISPOSAL The Contract City agrees that the County Solid Waste Management System may accept Solid Waste on a Short-Term Disposal basis from private or municipal haulers, so long as the capacity to receive MSW delivered on behalf of the Contract City is not impaired, and provided that such haulers shall 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) shall be established by separate administrative order, which shall not become effective until approved by the Board. All Disposal Fee revenues generated pursuant to this Agreement shall be used to pay County Solid Waste Management System costs. This provision shall not inhibit the County from entering into agreements with private haulers for delivery of Solid Waste to County disposal facilities (with the exception of agreements for delivery of Solid Waste collected by (a) private hauler(s) under contract with any municipality 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 shall not offer (a) Disposal Fee(s) less than that agreed to herein by the Contract City to any private hauler for the term of this Agreement. ARTICLE 6 RELATIONSHIPS OF THE PARTIES Nothing in this Agreement shall 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 obligations to this Agreement are not joint; the obligations are separate and several between the Contract City 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 shall not affect the meaning or interpretation of any provisions herein. County Resolution No. R-167-13 Contract City Resolution No. _ PROPOSED AMENDMENT Page 10. ARTICLE 8 DURATION OF AGREEMENT The term of MSW deliveries by the Contract City to the County under this Agreement shall be for 20 10 years commencing October 1, 2015 and shall remain in effect up to and including September 30, 2035 2025. The Agreement shall be executed and approved by resolution of the Contract City's governing body and shall become effective upon execution by the County. A copy of the resolution of approval shall be transmitted to the County Mayor within five (5) days following 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 City and the County with regard to use of the County Solid 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 delivered 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. ARTICLE 11 REPRESENTATIONS OF THE CONTRACT CITY The Contract City represents that (A) this Agreement has been duly authorized, executed and delivered 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 delivered under this Agreement shall be in writing and be delivered either by hand with proof of delivery or mailed by first class United States certified or registered mail, with return receipt requested, postage prepaid, and in any case shall be addressed as follows: To County - Miami-Dade County Office of the Mayor Stephen P. Clark Center 111 NW 1st Street Miami, Florida 33128 County Resolution No. R-167-13 Contract City Resolution No. PROPOSED AMENDMENT Page 11 To Contract City - Changes in the respective addresses above 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 shall be deemed to have been given five (5) business days after the day of dispatch, notices and consents given by any other means shall 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 shall be of no force or effect. ARTICLE 14 NON-ASSIGNMENT In no case shall the Contract City assign, transfer, convey or otherwise hypothecate any interest, rights, duties, or obligations hereunder, or any part thereof. In the event the 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 the Contract City. ARTICLE 15 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. ARTICLE 16 WAIVER There shall 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 failure to exercise a right under this Agreement shall impair such right or shall be construed to be a waiver thereof Any waiver shall be limited to the particular rights waived and shall not be deemed a waiver of the same right at a later time of any other right under this Agreement. County Resolution No. R-167-13 Contract City Resolution No. ___ PROPOSED AMENDMENT Page 12 ARTICLE 17 FORCE MAJEURE Neither party hereto shall be liable for its failure to carry out its obligations under this Agreement during any period when such party is rendered unable, in whole or in part, by Force Majeure to carry out such obligations, but the obligations of the party relying on such Force Majeure shall be suspended only during the continuance of any inability so caused and for no longer period, and such cause shall, so far as possible, be remedied with all 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 shall 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 failure 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 obligations in accordance with this Agreement, unless excuses are justified by Force Majeure, shall constitute a "County event of default". If a County event of default should occur, the Contract City shall have all of the following rights and remedies which each may exercise singly or in combination: 1. the right to declare that this Agreement, together with all rights granted to the County, hereunder are terminated, effective upon such date as is designated by the Contract City; 2. any and all other rights provided under federal laws and the laws of the State of Florida. 3. in any event, the County shall maintain responsibility for any debts owed to the Contract City for services provided under the terms of this Agreement. Notwithstanding any other provision of this article, the Contract City shall not terminate this Agreement for a "County event of default" unless the Contract City 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. ARTICLE 19 CONTRACT CITY EVENT OF DEFAULT Without limitation, the failure by the Contract City to substantially fulfill any of its material obligations in accordance with this Agreement, unless excuses are justified by Force Majeure, shall constitute a "Contract City event of default". If a Contract City event of default should occur, the County shall have all of the following rights and remedies which it may exercise singly or in combination: 1. the right to declare that all rights granted to the Contract City hereunder are terminated, effective upon such date as is designated by the County; 2. any and all rights provided under federal laws and the laws of the State of Florida. 3. in any event, the Contract City shall maintain responsibility for any debts owed to the County for services provided under the terms of this Agreement. Notwithstanding any other provision of this article, the County shall not terminate this Agreement for a County Resolution No. R-167-13 Contract City Resolution No. PROPOSED AMENDMENT Page 13 "City event of default" unless the County_first gives the Contract City written notice of intent to terminate specifying the alleged default, and providing the Contract City a period of sixty (60) days from receipt of notice within which to cure such default. ARTICLE 20 FLORIDA LAW GOVERNS; VENUE IN MIAMI-DADE COUNTY, FLORIDA This Agreement, regardless of where executed, shall be governed by and construed according to the laws of the State of Florida, and venue shall be in Miami-Dade County, Florida. ARTICLE 21 TERMINATION This Agreement may be terminated upon mutual consent, in writing, between the Contract City and the County. ARTICLE 22 COUNTERPARTS This Agreement may be executed in one or more counterpart(s), each of which shall be deemed an original. ARTICLE 23 INVALIDITY OF PROVISIONS Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined 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 full force and effect. County Resolution No. R-167-13 Contract City Resolution No. __ PROPOSED AMENDMENT County Mayor Miami-Dade County Florida 111 N.W. 1st Street, 29th Floor Miami, FL 33128 Page 14 IN WITNESS WHEREOF, Miami-Dade County, Florida, has caused this Agreement to be executed in its name by the County Mayor or his/her 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 City has caused this Agreement to be executed in its name by the Manager/Mayor of the Contract City or his/her designee, attested by the Clerk of the Contract City's governing body and has caused the seal of the Contract City's governing body to be hereto attached, all on the day and year first written above. Attest: HARVEY RUVIN, MIAMI-DADE COUNTY, FLORIDA Clerk of the Board BY ITS BOARD OF COUNTY COMMISSIONERS By: _______________________________ By: __________________ Deputy Clerk APPROVED AS TO FORM AND LEGAL SUFFICIENCY BY: Miami-Dade County Attorney's Office 111 N.W. 1st Street Miami, FL 33128 Assistant County Attorney County Resolution No. R-167-13 Contract City Resolution No. PROPOSED AMENDMENT Page 15 CONTRACT CITY ATTEST: By: a Florida Municipal Corporation This day of _______________ , 20 [corporate seal] APPROVED AS TO INSURANCE APPROVED AS TO FORM AND REQUIREMENTS: CORRECTNESS: County Resolution No. R-167-13 Contract City Resolution No.