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Ord. No. 19-95-1592 MDC-REFUSE DISPOSAL CONTRACTOrdinance NO, 19-95-1592 AN ORDINANC-T OF THE MAYOR AND c,, Ty COMMISS10p\T � I. OF THE CITY OF SOUTH MIAMI, FLORIDA, AUTHORIZING AN R\TfERLOCAL AGREEMENT BETWEEN THE CITY OF SQUIT MTAMI AND METRO.--DAIDE COUNTY TO PROVIDE FOR USE OF ME COUNTY SOLID ,WASTE MANAGEMEN'r SYSTEM FOR 'IM- DISPOSAL OF SOLID WASTE BY THE CITY; PROVIDING A 4-YEAR RENEWAL AGREEMENT FOR A 20-YEAR TERM, PROVIDING FOR SEVERABIL.T."17; PROVTDING AN EFFECTIVE DATE. WHEREAS, the Cit y t has deeimined that the most cost, effective way to provide for the disposal of solid waste is through the utilization of the County Resources Recovery f ac ili ty, and WHEREAS, the City has all opportunity to enter into an lateriocal Agreement with the County for iltilization of this facility with a disposal. fee of $45 per von, and a transfer fee of $9 per ton through September 30, 1998, and Whereas, to cOmPlY with Article Iv, Section 4D of Lhe City Charter, the Agreement 'will have a term of 4-years, renewable before expiration for a 20-year term. WHEREAS, the Agreement provides continued use by the City of 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 the city , collects for disposal, and which is committed to the County for disposal in the County Solid Waste Management System in accordance with the Agreement. NOW T11BREFORE, 13E IT ORDAINED E3y THE MAYOR AND CITY COM'SS-TON OF 'rHE CITY OF SOUTH MIAMI, FLORIDA: Se!ZtiQn_j, The City Manager is authorized to execute this Interlocal Agreement which is annexed and made part of this resolution. The Agreement provides for a Disposal And Transfer fee for each ton of Municipal Solid Waste delivered to the County solid Fast Management System for disposal. The maximum disposal fee shall be $4S.00 per don for fiscal years 1995-96, 1.996-97, and 2997-98; and a transfer fee of $9.00 per ton delivered to a County Solid Waste Management System transfer facility for fiscal years 1995-961 1996-97, -and 1997-r98. These fees may be .increased or decreased for inflation of deflation beginning on October 1, 1998. 5=_tiQU_3_, If any section, clause, sentence or phrase of Or-de NQ, 19 - 9 5 - 15 9 2 this ordinance shall be held to be -invalid or unconstif-uciorlal by atiy court of c0MI:)er-=-.. uT isdi cticn, such ho .1 -di. ng S ha-l.I LEI no way affect: the valid.lty of- Lhe remaining portions of this ordinance. Section 4. --- ALI (:)r-dillances or parts of or-d.iziances in conflict herewith be and the same are her-eby, repealed, 52ction..•..5-- This ordixiance slaa.1.1 he effectAve immeddately upon t.he rime of it:s passage. PASSED AND ADOPTED this 5th dav of. Octob r 1995. APPROVED - Mayor 7--,7 , ATTEST: Jd C± I S ttiReCa.'- ing September 19, 1995 2nd Reading October 5, 1995 READ AND APPROVED AS TO FORM: City Atto LEfJVV4/ Via Page l IAQ„RER1,0CAL AGREL'ME 9`...C' ETvFA:l&:f.ti METROPOLITAN DA DE COUNTY AND CONTRACT CITIES FOR CITY USE OF THE COUNTY SOLID WASTE MANAGEMENT SYSTEM i'lris Interiocal Agreement ( "Agreement{,) is made and entered into this _ / { day o f � y 1995, by and between Metropolitan Dade Count h County Cc�rrtrnissioners "Cozen y y and through its Board of ( ty ") and those municipalities whose names appear in Exhibit `FA ", attached hereto and made part horeof, their successors and assigns, hereinafter referred to as Contract Cities, to provide for rise of the County Solid Waste Management System by Contract Cities for their Solid Waste disposal and transfer, needs. AC" iWILQILI�D . VITALS Whereas, the Metropolitan I)ade County Board of County Cornrnissioners (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 rrrwdmize the use of its Resources Recovezy facility Processes and to extend the life of its landfills; and Whereas, the contract Cities desire to use the County Solid Waste Management: Systerrn for their Solid Waste disposal creeds (and transfer needs, as applicable), at an agreed -upon Disposal Fee rate (and Transfer Fee rate as applicable); and Whereas, the Contract ('.ties desire to reestablish or continue their reliance on the County Solid. Waste Manage'Ment System to satisfy Concurrency requirements of the Local Government Comprehensive Planning acrd band I:)eveloprnent Regulation Act (chapter 16.3, Part II, F, S.) only as it applies to Solid Waste disposal capacity for the Solid Waste which each Contract Caty collects for disposal, or that which is collected for it by third parties under contract with the Contract City for disposal, and which is corrrrnitted 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 Cities desire to formalize their relationshi regarding Solid Waste disposal responsibiliti p Florida Statutes. es consistent with the provisions of Section 403,706, NOW THEREFORE, in Consideration of the foregoing premises, and the mutual considerations contained herein, the parties hereto, intending to be legally as follows: bound, do hereby agree DEFINITIONS For, the purposes of this Agreement, the following capitalized words and phrases shall be given the following; respective meanings. WJ UUJ/ Ulu .page 2 Board the Metropolitan Dade County Board ofCourrty COMInissioner "s. Change M Law - after the date of executions 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 (i) such law, regulation, rule, requirement, ruling or. Ordixr unless was on or prior to such date duly adopted, promulgated, issued or, otherwise officially modified or, changed in interpretatian, in each case in final form, to become effective a without: any further action b any having .Jurisdiction, (Provided, that it shall not constitute ay Change in � w entity f an administrative regulation existed on the date of execution of this Agreement in tem p ora ry or proposed form and was treated as generally applicable to transact' of the type coniemp hereby); or (ii) Compliance with such law, regulation, rule requirement, ruling of 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 des" construction, equipping, start -up, operation, ownership or possession of the County Solid Waste Management Systems facilities or the Facilities sites, to the extent: such suspension, tetminatiors, interruption or failure of renewal is rsot. earrsed by any action car inaction of the County or its contractors (provided that, for the purposes of deterxsrining whether a suspension, termination rnterrzrptiors 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), the Internal Revenue Code of 19.54 eMected byt er ax F�eForrn change of r198 law; change to extent applicable on the date of this Agreement), change in foreign law, Change In Law which tadveely affects the County's legal rights as a licensee, grantee, owner; or riser of any patent or oche "know-how" in respect of proprietary technology intended to be utilized by it in performing r obligations under this Agreement shall constitute a change in law for any purposes ofgthis Agreement. C..oncurrency - provision of certain public facilities specified in the State of Florida Local Government Comprehensive Planning and Laird Development Regulation Act "the Act" (specifically, Chapter 163, F'arrt iI, Section 163.3180 F S. b ( ) Oes) or a combination thereof, at a specified level- of•service stated in the Capital mp ovemenrts Element of the comprehensive plan for the applicable. jurisdiction(s), adopted pursuant to the Act. Contract City Oes) - the municipal corporation or corporations ee County and whose names appear in xisting tinder the laws of the State of Florida, that enter- into this Agreement with the Exhibit "A" to this Agreement. For the purpose of this Agreement, the unincorporated areas of Dade County, as delineated in Exhibit "DII, shall be considered a Contract City. County ° Metropolitan Bade County, Florida by and through its Board of County Commissioner& v II 1.t /111v 1J. VV VAA DIR CTO1 RD- 0004/016 Page .3 County (Disposal Fee - the fee charged to dispose of Solid Waste at County- -owned Solid Waste disposal facilities or facilities operated under contract with the COurrty for Solid Waste disposal. County Solid Waste Management System . The aggregate of those Solid Waste management facilities owned by or operated under contract with Bade County, which shall include the forth .Made Landfill, South Dade Landfill, Resources Recovery Facility, Waste Management of Florida, Inc. Landfill in the City of Medley, Florida, Northeast Transfer Station, Central Transfer Station, West Transfer Station, and other such facilities as may be added to or deleted from this listing 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 Depart:ntent 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 collect Solid Waste from either residential units or commercial establishments, or both residential units and commercial establishments, within (a) designated service areas) under the terms of which the contracto(s) pay(s) the Contract City a fee. Fiscal Year the period beginning october I of each year and ending September 30 of the subsequent year Force Maajeure . an act of' God, epidermic, lightning, earthquake, fire, explosion, storm, 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 occurence, 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 performing 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 Municipal Solid Waste (MSW) or Soliei Waste or Waste - all discarded materials or substances, exclusive of Source- Separated .Recyclable Materials, 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, including, but not lirnited 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 Glass f landfill which result from domestic, commercial, industrial, mining, agricultural or governmental activities, but not including sewage car other highly- diluted, 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 collect Waste from either-- residential units or Commercial establishments, or both residential units and commercial establishments, tinder the terms of which each hauler pays the Contract City a fee. uixr:c IURtw- 100051016 Page 4 Short-Term Dispersal - delivery of Solid Waste t.o the County Solid Waste Management System for disposal without having a. minimum ten (10) year Waste disposal agreement with the County Short -Terns Disposal Fee(s) _, the fee(s) paid by private haulers or murucipalities for Short -Term Disposal of'Solid 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 collection at their source of generation. Such materials shall be limited to clean yard trash, newspapers, telephone books, household batteries, glass containers, plastic containers, steel cans, alurninurrr cares, and other Source - Separated Recyclable Materials as may be added to this listing 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 frorn County Solid Waste Management System transfer stations to County Solid Waste Management System disposal facilities. ARLICLk 1 CONSTRUCTION OF 1NTER1_OCAI. AGREEMENT Fhe 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 RESPONS1B11_,ITiES OF THE COUNTY A. I_'r ®v s on Of Distaosai_CAVacita. The County shall provide MSW disposal capacity (and transfer; as applicable) 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 (,ontraet City 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 Solid Waste disposal services under this Agreement shall comply with all applicable state and federal laws. B.. Disl2osal Capacity for Concurrenc . The County shall maintain sufficient MSW disposal capacity in the County Solid Waste Management System to comply with Concurrency requirements of the Local Governrtaent Comprehensive Planning and band Development Regulation Act (Chapter 16.3, Part 11., F.,S) only as it applies to Solid Waste disposal capacity far 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 of therein. C. Standardizat The terms of this Agreement shall be substantially the same for all Contract Cities. Page 5 DIKtul UYKV_ 100061016 ARLIQLE 3 RESPONSH31LITIFS OF THE CONTRACT CITIES A Delivery ��f MSW to County. Each ClOutract 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 •Sepazated Recyclable Materials, County Solid Waste Management o (a) gement SYstem faCility(ics), at Disposal Fee rates as specified herein., Contract Cities which have entered into Solid Waste disposal agreements with third party contractors P60110 July 28, 1995, the germs 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, copie s 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 relieved from doing so by resolution of the Board, The Director may identif y particular facilities to which each Contract City shall deliver its Waste, Any Contract City may deliver- its Waste to a Cotinty transfer facility if the applicable Transfer Fee is paid to the County. At no time during the terin of this Agreement shall an Contract City be required to deliver MSW to a County transfer facility unless the Count Y y Disposal Fee is the same at all County Solid Waste Management System facilities No Contract City shall be directed to deliver its Waste to a disposal facility which is farther from that Contract City's boundaries than the closest county-owned disposal facility. No Contract City shall be directed to deliver its Waste to a transfer facility 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 deliver its Waste to a ' County Solid Waste Management System facility which is farther- than twenty full an twe (20) miles from that Contract City's nearest boundwy in order to take f I advantage of it rights under this Agreement. B Use 200f, .20ther Facilities Prohibited. Each Contract City shall not deliver- any MSW it collects for disposal, . or cause or suffer delivery of that MSW which is collected for it by third parties under contract with the COUtract City for disposal, excluding Sou t ce:- Separated Recyclable Materials, to a Solid Waste disposal or transfer- facility other than a County Solid Waste Management System facility for the term of this Agreement. No Contract City shall deliver any MSW it collects, 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 t . his Agreement. C Ra—U-1—er—contracts. . Each Contract City shall include in any contracts with Solid Waste haulers, or amendments endments 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 shall be delivered to a specified County Solid Waste Management System facility for. shall apply to Exclusive Franchise or License agreements with Solid Waste haulers- provision sl disposal. This This provision shall not apply to a Non - -Exclusive Franchise or License to haul Solid Waste.. V ABu l vinPlu- Llg UVI /Ulu Page 6 D ,� 2 � rr X kulm. I~;ach C ontract 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. Each Contract City shall pay a maximum .Disposal Fee of forty -five dollars ($45 00) per ton to rile County for disposal of MSW delivered to County Solid Waste Management System facilities for Fiscal Years 1995 -96, 1996 97, and 1997 -98 This Disposal Fee shall be established by separate administrative order, which shall not become effective until approved by the Board. As applicable, each C "ontract C ity shat[ pay a maximum Transfer Fee of mine dollars ($9 00) per ton to the County for transfer of MSW delivered to County Solid Waste Management System transfer facilities for• Fiscal Years 1995 -96, 1996 -97, and 1997 -98 This Transfer Fee shall be established by separate administrative order, which shall not became 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 thereafl.er, 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 (C;PI) for the prior period of fuly I through 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 Cf`PI 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 shall be applied to CPI increases or decreases in future years when the CPT increase or decrease is less than five percent (5 %). 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 each Contract City of proposed Disposal Fee and 'T'ransfer Fee adjustments on the basis of Change In Law. The Disposal Fee or Transfer Fee increase based on Change in Law shall firlly compensate the C ®rtnty for its increased costs. Each Contract City shall pay prevailing disposal fees for Waste materials for which the (;Dainty charges other than the County Disposal Fee for the entire terra of this Agreement, including, without limitation, tires, asbestos, construction and demolition debris, and clean yArd trash, if provided to the County for disposal. E. ra _Qf P4vnsn The County shall invoice the Contract Cities for Disposal Fees, based on County weighing records, by means of First (glass II..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 terra of this Agreement. In accordance with Section 218.74(2), Florida Statutes, as amended from time to tune, payment of Disposal Fees owed to the County shall be due from, and payment shall be made by, each Contract City fotty-five (45) days from the date of receipt of the County's monthly invoice F.. Risraraffe On Ia Uk:j=. 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 frill statement of grounds on which such dispute is based. The County .Manager or his designee shall 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. -" _n DIRECTORRD- 14008/O16 .Page '7 ARTICLE 4 WEICJUNC, RI+,CORDS The County shall cause all County Solid Waste Management System facilities 10 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 a Contract City, or its contract hauler, shall have its faze weight and cubic yard capacity permanently and conspicuously displayed on the exterior of the vehicle, The County or its contractor ma Y, from time to time require revalidation of the tare weight of any vehicle. Each 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 1.5.17 of the Code of Metropolitan Dade County, as amended from time to time. The County will supply each C:`urrtract City with monthly weighing records as may be reasonably required by the C OHtr°act City to adfrinister its Waste collection program. Copies 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 rising a schedule of estimated Waste material weights in accordance with Section 15-25, Subsections (b) and (d) of the MettsOpolitan 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 etf«rts to maintain the scales in an operable condition ARTICLE 5 STIORT -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 Solid Waste delivered on behalf of any Contract City is not impaired, and provided that such haulers shall pay (a) Short -Terra Disposal Fee(s) of at least ten percent (10%) above that charged to Contract (.;ices. The (a) Short- Term Disposal F p Fee(s) shall be established by separate administrative order, which shall not become effective rantil 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 Waste to County disposal facilities (with the exception of agreements for delivery of 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 rninimum. duration of which shall be ten (1o) years, provided that the Count shall not €rffer (a) Disposal Fee(s) less than that agreed to herein by the f'ontrmct Cities to any private heater for the term of this Agreement. V011114V1U 10:UZ r3X DIRECTORRD- []009/016 t Page 8 RELATIONSHIPS car THE PAR7,IL�s Nothing in this Agreement shall he 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 pasties. The obligations to this Agreement are not joint; the obligations 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 shall not affect the meaning or interpretation of ally provisions herein.. AK T>ICL l Dt RRATIGN CAE AGREEMENT T'he term of MSW deliveries by each Contract City to the County under this Agreement shall commence with the date of execution and shall remain in effect rap to and including October 1, 201.5. The Agreement shall be executed and approved by resolution of each Contract City's governing body on or before September .3Q, 1995, unless a standard letter of intent to enter into this Agreement is received by the County before October 1, 1995, in which ease, the Agreement shall be executed and approved by resolution of each Contract City's governing body on or before December 1, 199.5, and shall become effective upon execution by the County. A. copy of the resolution of approval shall be transmitted to the County R�anaan within five (5) days following the date of each Contract City's approval. 4 ART ICLE 9 AfREEI�;ENT' &TdIS; 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 Solid Waste Management Systerfr. This wtiting 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 REPR.ESENT'AT'IONS OF THE COUNT'S'' 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. ' -1" � u - 1,1A ll1RECTORRD- 00101016 Page 9 AR CEE II REPRESENTATIONS OF T14E CONTRACT CITIES Each Contract City represents that (A) this Agreement has been duly authorized, executed and delivered by the Governing Body of the C'ontr'act City, and (B) it has the required power and authority to perform. this Agreements ARTIILIt± 12 APPROVALS ANT) 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 glass United States certified or registered mail, with return receipt requested, postage prepaid, and in any case shall be addressed as provided in Exhibit "B" attached hereto and made part hereof Changes in the respective addresses of Contract Cities provided in Exhibit "I3" 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 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. All2fICLL x,.13 AMENDMENT TO AGREEMENT This Agreement may be modified, altered or amended only by a written amendment duly execrated by the parties hereto, and approved by the governing body of each party. Any oral representations or modifications conceming this Agreement shall be of no 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 obligations 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, tem -inate this Agreement with respect to that Contract City. ARTICLE fly 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. -LO.VJ VAA DIRE IURRB- 10011 /016 Wage 1€} AR'!L1C,L,E 16 WAJVLR 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 sauce right at a latter, time, or of any other right under, this Agreement. 4 ARTICLE 17 FORCE MAJEURE Neither party hereto shall be liable .tier- 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 sport 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 Irejudice to the other party.. AILTICLE 18 COUNTY EVENT ELF „L?LFA.LJJ.T 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 affected Contract City(ies) 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 as it applies to the Contract City(ies) together with all rights granted to the County hereunder are terminated, effective upon such date as is designated by the Contract City(ies); 2. any and all other rights provided under federal laws and the laws of the Mate of Florida. 3. in any event, the County shall 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 C®unty 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. u Urxrc iuxxll- (7j 012 1016 Page I 1 ` 1 L—E1 9 CONTRACT CITY EVENT OF DEFAULT Without Imitation, the failure by a. Contract City to substantially fulfill any of its material obligations in accordance with this Agreement, artless excuses are justified by Force l a eure, shall constitute a qft ontr�act City event of default: ".. If a Contract City event of default should occur; the County shall have all of the Following rights and rernedies 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 "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 AI T>ICLE..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 of the State of Florida, and venue shall be in Dade County, Florida.. .AR11CL E 21 TERNff NATION This Agreement may be terminated upon mutual consent, in writing, between any Can tract City and the County. .ARn( COUNTERPARTS This Agreement may be executed in one or more counterparts), each of which shall be deemed an original. ARTICLE 23 I`NVAL1DITY 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, t9i 0131016 Page 12 IN WITNESS WHEREOF, Metropolitan Dade County, Florida, has caused this Agreement to be executed in its name by the County Manager of his designee, attested by the Clerk of the Board of County Comer issioners and has caused the seal of the Board of County Commissioner's to be hereto attached, and the Contract Cities nal-ned 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 CiVs governing body to be hereto attached, all on the day and year first written above. METROPOLITAN DADE COUNTY, FLORMA, BY ITS BOARD OF Attest: COUNTY COM?vffSSIONERS Harvey Ravin, Clerk of the Board County Manager, By',- Metropolitan Dade County Florida Deputy Clerk I I I N.. W. 1st Street, 29th Floor Miami, FL 33128 APPROVED AS TO FORM AND LEGAL SUFFICIENCY BY.- Dade County Attorney's Office Mt. Henry N (Allman, Assistant County Attorney I I I N. W.. I st Str -eet, 27th Floor Miami, FL, 33128 Assistant County Attorney I Page 13 WITNESS. ATTEST-. Conti-act City. Cflerk-__ ['Corporate seal] CONTRACT CITY 'C i. ami Name of ,ontract City B - - -hey I Carver, Mayor y Mayor- - Commissioner BIC." COntract City Manage 11th day of October APPROVED AS TO FORM: City Attorney LO 014/016 1995.,