HomeMy Public PortalAbout1995 BFI Solid WasteVillage Council
John F Festa, Mayor
Betty Sime, Vice Mayor
Raul Llorente
Michele Padovan
Hugh T. O'Reilly
Raymond P. Sullivan
John Wald
Village Manager
C. Samuel Kissinger
Office of the Village Manager
January 3, 1995
MEMORANDUM
TO: John Casagrande, IWS
Guido H. Inguanzo, Village Clerk
Fredric Michael Skopp, Attwoods, Inc.
Richard 4QWeiss, Village Attorney
FROM:
C. Sa
Villa
nger
anager
Enclosed please find one (1) executed original copy of the agreement for residential
solid waste collection and recycling services between IWS and the Village of Key
Biscayne. This agreement was authorized by Resolution No.94-46 adopted on
December 22, 1994 by the Village Council. This is for your records. Thank you.
John F. Casagrande
Vice President/General Manager
IWS
3840 N.W. 37th Court
Miami, Florida 33142
638-3800
Guido H. Inguanzo, Jr.
Village Clerk
Village of Key Biscayne
85 West McIntyre Street
Key Biscayne, Florida 33149
365-5506
Fredric Michael Skopp
Senior Regional Counsel
Attwoods Inc.
2601 So. Bayshore Drive
Miami, Florida 33133
856-4455
Richard J. Weiss, Esq.
Village Attorney
Weiss, Serota and Helfman
2665 South Bayshore Drive, #204
Miami, Florida 33133
854-0800
85 West McIntyre Street • Key Biscayne, Florida 33149 • (305) 365-5514 • Fax (305) 365-8936
MISSION STATEMENT TO PROVIDE A SAFE, QUALITY COMMUNITY ENVIRONMENT FOR ALL ISLANDERS THROUGH RESPONSIBLE GOVERNMENT"
RESOLUTION NO. 94-46
A RESOLUTION OF THE VILLAGE OF KEY BISCAYNE,
FLORIDA; AUTHORIZING THE MAYOR TO EXECUTE AN
AGREEMENT, ON BEHALF OF THE VILLAGE, WITH
INDUSTRIAL WASTE SERVICES, INC., MIAMI,
FLORIDA, FOR RESIDENTIAL SOLID WASTE COLLECTION
AND RECYCLING SERVICES; PROVIDING FOR AN
EFFECTIVE DATE.
Whereas, on October 26, 1993, the Village Council authorized
a solid waste collection study; and
Whereas, on April 1, 1994, the Village presented Metropolitan
Dade County with a termination notice with respect to solid waste
services; and
Whereas, on May 10, 1994, the Village Council authorized the
drafting of a Request for Proposals for the collection,
transportation and disposal of solid waste for the residential area
of the Village; and
Whereas, on July 22, 1994, proposals from private contractors
were submitted to the Village; and
Whereas, on September 1, 1994, the Village Council authorized
the Village Manager and Village Attorney to negotiate a contract
with Industrial Waste Services, Inc., Miami, Florida, for the
collection, transportation and disposal of solid waste for the
residential area of the Village;
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF KEY
BISCAYNE AS FOLLOWS:
Section 1. That the Mayor is hereby authorized to execute an
agreement, on behalf of Village, with Industrial Waste Services,
Inc., Miami, Florida, for residential solid waste collection and
recycling services.
Section 2. This resolution shall take effect immediately upon
adoption.
PASSED AND ADOPTED this 22nd day of December , 1994.
ATTEST:
R JOHN F. FESTA
GUIDO H. INGUANZO, JR., VILLAGE CLERK
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
gieV0-40
W
RICHARD J. ISS, VILLAGE ATTORNEY
-2-
S
AGREEMENT
for
RESIDENTIAL SOLID WASTE
COLLECTION AND RECYCLING SERVICES
L
t
TABLE OF CONTENTS
TABLE OF CONTENTS i
BACKGROUND 1
1. Definition of Terms 2
1.1 Biohazardous Waste 2
1.2 Bulk Trash 2
1.3 Code 2
1.4 Collection Services 2
1.5 Collection Vehicles 3
1.6 Construction Debris 3
1.7 County 3
1.8 Current Tipping Fee 3
1.9 Day 3
1.10 Garbage 3
1.11 Garbage Container 4
1.12 Hazardous Waste 4
1.13 Holidays 4
1.14 I W S 4
1.15 Other Collections 4
1.16 Pickup Point 4
1.17 Prohibited Waste 4
1.18 Recycling Containers 4
1.19 Recyclable Materials 5
1.20 Recycling Services 6
1.21 Regular Schedule 6
1.22 Residential Customers 6
1.23 Single Family Residence 6
1.24 Solid Waste 6
1.25 Solid Waste Collection Services 6
1.26 Solid Waste Disposal Facility . 6
1.27 Special Waste . . . . . . 7
1.28 Tipping Fee . . . . . . . 7
1.29 Village 7
1.30 Village Government Facilities 7
1.31 Village Manager 7
1.32 White Goods 7
1.33 Yard Trash 7
2. Term 8
3. Prerequisites To Commencement of Service 8
3.1 Pre -Start Route Familiarization 8
3.2 Initial Schedule 8
3.3 Distribution of Recycling Containers 9
4. Commencement of Collection Services 9
5. Collection Services 9
5.1 Service to Residential Customers 9
5.2 Regular Collections 9
5.2.1 Solid Waste 9
5.2.2 Bulk Trash 10
5.2.3 Recycling Materials. 10
5.2.4 Village Collections 10
5.2.5 Services to the Handicapped 10
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5.2.6 Multi -family And Commercial Services . 10
5.3 Changes to Initial Schedule .. 11
5.4 Hours of Collection 11
• 5.5 Protection of Property 11
5.6 Spillage 12
6. Other Collections 12
6.1 Severe Weather/Emergencies 12
6.1.1 Emergency Collections/Charges 12
6.1.2 Emergency Collection Vehicles 13
6.2 Holidays 14
6.3 Special Pickups 14
6.4 Battery Bag Pickup 14
7. I.W.S.' Personnel 15
7.1 I.W.S.' Officer(s) 15
7.2 Assignment of Employees 15
7.3 Conduct of Employees 15
7.4 Employee Uniforms 15
7.5 Residents 16
7.6 Equal Opportunity 16
7.7 Drug -Free Workplace 16
7.8 Full Time Employees 16
7.9 Dismissal 16
8. Collection Vehicles and Equipment 17
8.1 Quality and Quantity 17
8.2 Collection Vehicles, Equipment Description and
Replacement 17
8.3 Reserve Collection Equipment 17
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8.4 Advertising 18
8.5 Overnight Storage Prohibited 18
9. Containers
18
9.1 Generally 18
9.2 Handling of Containers 18
9.3 Garbage Containers 19
9.4 Replacement of Recycling Containers 19
9.5 Containers Supplied By I.W.S 19
10. Disposal of Solid Waste 19
11. Compensation to I.W.S. 20
11.1 Monthly Residential Fee 20
11.2 No Fee for Village Collections 20
11.3 Adjustments In Monthly Residential Fees . 20
Fee Adjustment: Designation of Alternate
Solid Waste Disposal Facility . . . 20
11.3.2 Changes in Tipping Fee 21
11.3.3 Fee Increases: Necessary Documentatioftl
11.3.4 Initial Tipping Fee Adjustment . . . 22
11.3.5 Increases in Monthly Residential Fees;
Effective Date 22
11.3.6 Decreases in Monthly Residential Fees;
Effective Date 22
11.3.7 Adjustment Formula 22
11.3.8 Consumer Price Index 23
12. Billing 24
12.1 Invoices 24
12.2 Billing Adjustment Procedures 24
12.3 Refunds of Amounts Deducted 24
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13. Exclusive Rights 25
14. Ownership of Recyclable Materials 25
15. Neighborhood Trash Station 25
• 16. Agreement Performance 25
17. Complaints and Complaint Resolution 26
17.1 Office 26
17.2 Complaint Register 27
17.3 Response to Complaints 27
17.4 Reports 27
17.5 Disputes 27
17.6 Disputes about Collection of Certain Items 27
18. Annual Reports 28
19. Subcontractors 28
20. Performance Bond 28
20.1 Amount of Bond 28
20.2 Qualification of Surety 28
21. Indemnification 28
22. Insurance 29
23. Events of Default by I W S 30
24. Remedies Upon Default By I W S 31
25. Representations and Warranties of I.W.S. 31
26. Compliance With Law 32
27. Taxes, Liens and Fees . . . . . . 33
28. County Fees. 33
30. No Waiver 35
31. Severability 35
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32. Binding Effect 35
33. Assignment 35
34. Complete Agreement 35
• 35. Bid and Agreement Incorporated By Reference 35
36. Independent Parties 36
37. Force Majeure 36
38. Time of the Essence 36
39. Amendment 37
40. Gender and Use of Singular and Plural 37
41. Counterparts 37
42. Headings 37
43. Governing Law 37
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This Agreement for Residential Solid Waste Collection and
Recycling Services (the or this "Agreement") is made and entered
into as of this 30i -Lt day of 06:„..,00,4ef, 1994 by and between
Industrial Waste Service, Inc., a Florida corporation, and the
Village of Key Biscayne, Florida.
BACKGROUND
The Village is currently being provided Collection Services by
the County. On October 26, 1993, the Village authorized a study to
be conducted regarding the feasibility of terminating the Village's
relationship with the County with respect to Collection Services.
After reviewing the study, the Village has determined that cost
savings and increases in the quality of service could be attained
by terminating its relationship with the County with respect to
Collection Services and contracting for Collection Services with a
private party. On April 1, 1994, the Village notified the County
that it would be terminating its relationship with the County with
respect to Collection Services. On June 30, 1994, pursuant to
applicable provisions of the Code, proposals were solicited by
private firms able to provide Collection Services to the Village.
Proposals were received on July 22, 1994. After an evaluation
process on September 1, 1994, the Village selected I.W.S. to
provide Collection Services to the Village and directed staff to
prepare this Agreement.
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NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which is mutually acknowledged, it is
agreed that:
• 1. Definition of Terms.
1.1 Biohazardous Waste. Any Solid Waste which may
present a threat of infection to humans. The term includes, but is
not limited to, non -liquid human tissue and body parts, laboratory
and veterinary waste which contains human disease -causing agents,
used disposable sharps, human blood, and human blood products and
body fluids, and other materials which represent a significant risk
of infection to persons outside of the generating facility.
1.2 Bulk Trash. Bulk Trash shall mean large items of
various types which cannot be cut for placement in a Garbage
Container or which exceeds the weight and/or size restrictions for
Yard Trash. Bulk Trash shall be of a type as to be readily handled
by the mechanical equipment of I.W.S. and shall not exceed six feet
in length and ten inches in diameter per item. Bulk Trash shall
include White Goods, cardboard and furniture. Bulk Trash does not
include automobiles and automotive components, internal combustion
engines or Construction Debris. Bulk Trash shall include carpeting
of any diameter if folded, tied and rolled or bundled.
1.3 Code. Shall mean the Code of the Village of Key
Biscayne as amended from time to time.
1.4 Collection Services. Shall mean collectively, Solid
Waste Collection Services and Recycling Services as provided for in
this Agreement.
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1.5 Collection Vehicles. A Boom Truck, Rear Loader
Truck, Roll -Off Truck or other vehicle used by I.W.S. to collect or
transport Solid Waste or Recyclable Materials. Individually each
is a• Collection Vehicle.
1.6 Construction Debris. Shall mean materials generally
not water soluble and nonhazardous in nature, including, but not
limited to, steel, glass, brick, concrete, or roofing material,
pipe, gypsum wallboard, and lumber. Construction Debris shall
include materials from the construction or destruction of a
structure as part of a construction or demolition project, and
including rocks, soils, stumps, and other vegetative matter which
normally results from land clearing or land development operations
for a construction or home improvement project.
1.7 County. Shall mean Metropolitan Dade County,
Florida.
1.8 Current Tipping Fee. Shall mean the Tipping Fee
charged to I.W.S. from time to time for disposal of Solid Waste
collected pursuant to this Agreement.
1.9 Day. Shall mean a calendar day.
1.10 Garbage. Every refuse accumulation of animal,
fruit, vegetable, or organic matter that attends the preparation,
use, cooking and dealing in, or storage of, meats, fish, fowl,
fruit or vegetables, and decay, putrefaction and the generation of
noxious or offensive gases or odors, or which, during or after
decay, may serve as breeding or feeding material for flies or other
germ carrying insects.
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1.11 Garbage Container. A container made of galvanized
metal, durable plastic or other suitable material of a capacity not
to exceed 40 gallons approved for use by the Village Manager. Such
container shall have two handles, one on each side, or a bail by
which it may be lifted, and shall have a tight fitting solid top.
1.12 Hazardous Waste. Shall mean any materials defined
as hazardous waste or hazardous materials under any applicable
laws, rules or regulations.
1.13 Holidays. Collectively shall mean Fourth of July,
and Christmas Day and any other day designated by the Village
Manager. Individually each is a Holiday.
1.14 I.W.S. Industrial Waste Service, Inc.
1.15 Other Collections. Shall mean collectively
Emergency Collections, Requested Holiday Collections, and Special
Pickups.
1.16 Pickup Point. A location designated by each
Residential Customer at curbside or if no curb at the swale area
from and to which I.W.S. has unobstructed, safe access at the time
of collection.
1.17 Prohibited Waste. Shall mean any Hazardous Waste,
Biohazardous Waste, or Special Waste. Nothing herein shall be
construed to require I.W.S. to pick up Prohibited Waste.
1.18 Recycling Containers. Shall mean a "milk -crate"
type container, as approved by the Village Manager, of
approximately 12 gallons, made using 25, recycled plastic used to
contain Recyclable Materials from Residential Units. The newspaper
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Container shall be Village yellow/gold and the co -mingled container
shall be Village blue.
1.19 Recyclable Materials. Shall mean those materials
which are capable of being recycled and which would otherwise be
processed or disposed of as Solid Waste such as:
(a) newspapers, including the normal percentage of
rotogravure and colored sections. Phone books,
magazines, and any paper other than newspaper are
not acceptable.
(b) aluminum beverage cans, commingled with ferrous
food containers (cans should be clean and dry);
(c) high density polyethylene plastics (HDPE)
commingled with polyethylene terephthalate plastics
(PET) (beverage containers only; clean and dry with
lids removed);
(d) clear glass (beverage and food containers only;
clean and dry with lids removed);
(e) brown glass (beverage and food containers only;
clean and dry with lids removed);
(f) green glass (beverage and food containers only;
clean and dry with lids removed); and
(g) any other material agreed to by the Village
Manager and I.W.S. Recyclable Materials shall not
include Prohibited Waste, white office paper,
aerosol cans, pharmaceutical glass containers,
medical waste containers, pesticide containers or
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containers originally containing Prohibited Waste.
1.20 Recycling Services. Shall mean the collection,
separation, or processing and reuse or return to use in the form of
raw materials or products of Recyclable Materials from Residential
Customers.
1.21 Regular Schedule. Shall mean the Initial Schedule
or any Modified Schedules.
1.22 Residential Customers. Those Single Family
Residences as specified by the Village who are to receive
Collection Services. The list of Residential Customers may be
amended by the Village one week prior to the first day of each
month by written notification to I.W.S.
1.23 Single Family Residence. A detached building
designed for or occupied exclusively by one family and any building
containing more than one but not more than four permanent living
units.
1.24 Solid Waste. Shall mean and includes Garbage, Yard
Trash, Bulk Trash, or other discarded material resulting from
normal housekeeping activities, and shall exclude Prohibited Waste.
1.25 Solid Waste Collection Services. Shall mean the
collection of Solid Waste from the Pickup Point for each
Residential Customer and transportation to and disposal in a Solid
Waste Disposal Facility pursuant to this Agreement.
1.26 Solid Waste Disposal Facility. Shall mean any
properly permitted and licensed Solid Waste management facility
which is the final resting place for Solid Waste, including but not
6
limited to, landfills, transfer stations and incineration
facilities that produce ash from the process of incinerating
municipal Solid Waste.
1.27 Special Waste. Shall mean Solid Waste that requires
special handling and management, including, but not limited to,
asbestos, whole tires, used tires, used oil, lead -acid batteries,
and Biohazardous Wastes and shall include items that exceed the
size limitation for Bulk Trash.
1.28 Tipping Fee. Shall mean the fee per ton charged at
a Solid Waste Disposal Facility.
1.29 Village. The Village of Key Biscayne, Florida.
1.30 Village Government Facilities. Village Hall, Police
Station, Fire Station, The Village Green, Calusa Park and other
facilities of the Village used or operated by the Village.
1.31 Village Manager. The Village Manager of the Village
of Key Biscayne, Florida, or a designee appointed by the Village
Manager.
1.32 White Goods. Includes refrigerators, washing
machines, dryers, ranges, water heaters, freezers, air conditioning
units, and other similar large appliances.
1.33 Yard Trash. Shall mean vegetative matter resulting
from normal yard and landscaping maintenance and shall include
materials such as tree and shrub trimmings, grass clippings, palm
fronds or small tree branches which shall not exceed four feet in
length and four inches in diameter. Yard Trash shall include
Christmas Trees regardless of size. Yard Trash shall be bundled or
7
tied. Grass clippings shall be placed in a Garbage Container,
plastic trash bag or bundled. No bundle or filled container shall
exceed 50 pounds in weight.
• 2. Term.
2.1 The initial term of this Agreement shall be for five
years (the "Initial Term") beginning January 1, 1995 and
terminating December 31, 1999.
2.2 This Agreement shall be automatically renewed for
two two-year terms (each being an "Additional Term") unless either
party shall give written notice to the other of non -renewal no less
than 90 days prior to either the end of the Initial Term or 90 days
prior to the end of the first two year Additional Term.
2.3 After the Initial Term or any Additional Term has
expired, the term of this Agreement may be extended on a month to
month basis by the Village upon the same terms as were in effect
prior to the expiration.
3. Prerequisites To Commencement of Service.
3.1 Pre -Start Route Familiarization. I.W.S. shall, at
no charge to the Village, perform a pre -start route
familiarization program in conjunction with the Village to help
route drivers become aware of and familiar with the method by which
Collection Services are currently being performed and with current
Pickup Points.
3.2 Initial Schedule. Prior to the commencement of
Collection Services, I.W.S. shall provide the Village Manager with
a weekly schedule including the days of the week that Recycling
8
Services, Yard Trash Collection, Bulk Trash Collection and Solid
Waste Collection Services will be provided to each Residential
Customer with the frequency required by this Agreement ("Initial
Schedule"). The Village Manager shall review and approve the
Initial Schedule prior to implementation.
3.3 Distribution of Recycling Containers. Prior to
commencement of Collection Services, I.W.S. shall provide each
Residential Customer with two Recycling Containers. One Recycling
Container shall be used for newspaper and the other shall be for
those Recyclable Materials other than newspaper. During the
Initial Term of this Agreement and any Additional Terms, I.W.S.
shall own the Recycling Containers, and upon termination of this
Agreement may collect the Recycling Containers from the Residential
Customers. Residential Customers added by the Village pursuant to
this Agreement shall be provided with two Recycling Containers by
I.W.S. at no charge within seven days of commencement of Collection
Services to that Residential Customer.
4. Commencement of Collection Services. Collection Services
shall commence immediately upon receipt of a Notice to Proceed, but
no later than January 2, 1995 (the "Commencement Date").
5. Collection Services.
5.1 Service to Residential Customers. I.W.S. shall
provide Collection Services to all Residential Customers.
5.2 Regular Collections.
5.2.1 Solid Waste. I.W.S. shall collect Solid
Waste excluding Bulk Trash from each Residential Customer at least
9
two times per week, with collections at least three days apart
pursuant to the Regular Schedule ("Solid Waste Collection Day").
5.2.2 Bulk Trash. I.W.S. will provide pickup and
disposal service of unlimited Bulk Trash from each Residential
Customer's Pickup Point pursuant to the Regular Schedule once every
month. The Bulk Collection schedule shall be communicated by first
class mail to each Residential Customer two weeks prior to the
first collection of Bulk Trash.
5.2.3 Recycling Materials. I.W.S. shall provide
Recycling Services to each Residential Customer one day per week
pursuant to the Regular Schedule ("Recycling Day"). Each
Residential Customer's Recycling Day shall be the same as one of
the Residential Customer's Solid Waste Collection Days.
5.2.4 Village Collections. Collection Services
shall be provided to all Village Government Facilities as
designated by the Village Manager from time to time two times each
week ("Village Collections") .
5.2.5 Services to the Handicapped. I.W.S. shall
provide, at no additional charge, back -door Collection Services to
handicapped persons upon the request of the Village Manager.
5.2.6 Multi -family And Commercial Services.
Collection Services in the Village, other than Residential
Customers, (Multi -family and Commercial) may be provided by I.W.S.
based upon a separate agreement with the Village. The Village
shall have the right, but not the obligation, to enter into the
agreement.
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5.3 Changes to Initial Schedule. The Village shall be
immediately notified in writing of any changes to the Initial
Schedule. Any permanent changes to the Initial Schedule ("Modified
Schedule") that alter the day of any pickup are subject to prior
approval by the Village Manager. I.W.S. shall notify each affected
Residential Customer by first class mail at least seven days prior
to the effective date of any Modified Schedule. The Village may,
at its sole discretion, publish any Modified Schedule in a
newspaper of general circulation on Key Biscayne. The cost of
publication shall be borne solely by I.W.S.
5.4 Hours of Collection. Residential Collection
Services performed pursuant to this Agreement shall begin no
earlier than 7:00 o'clock a.m., and shall be completed no later
than 11 o'clock a.m. Collection Services shall not take place on
Sunday. In the case of an emergency or breakdown of Collection
Vehicles, Collection Services may be permitted on Sundays or during
times not permitted by this paragraph, provided I.W.S. has received
prior verbal approval from the Village Manager, to be later
evidenced by a written memorandum from the Village Manager
confirming the approval.
5.5 Protection of Property. I.W.S. shall conduct
Collection Services in such a manner as to avoid damage to private
and public property, including carts, racks, trees, shrubs, flowers
and other plants, and shall immediately repair or pay for any
damage caused by its operations. In the event that repairs are not
made or damage paid for within seven working days and to the
11
satisfaction of the Village Manager, the Village Manager may make
such repairs or pay for such damage and deduct the cost from
amounts due to I.W.S. pursuant to this Agreement. I.W.S. shall
provide Collection Services with a minimum disturbance to
Residential Customers and to the neighborhood.
5.6 Spillage. I.W.S. shall make every effort to
minimize leaks from vehicles, litter and spillage occurring on
public or private property as a result of Collection Services. In
the event of any litter, leaks or spillage caused by I.W.S.,
cleanup shall occur within four hours of notice to I.W.S. from the
Village or a Residential Customer. In the event that litter or
spillage is not picked up or cleaned up within four hours, the
Village may, in its sole discretion, pick up the litter or spillage
and deduct from amounts owed I.W.S. the cost for the pickup or
cleanup.
6. Other Collections.
6.1 Severe Weather/Emergencies.
6.1.1 Emergency Collections/Charges. In case of
severe weather which may create a danger to I.W.S.' employees or
the public, the Village Manager may grant I.W.S. the right to
temporarily vary from the Regular Schedule. In the case of severe
weather or emergencies where it is necessary for I.W.S. to acquire
additional Collection Vehicles and to hire extra crews to clear the
Village of debris resulting from the severe weather ("Emergency
Collections"), I.W.S. shall be required to cooperate with the
Village on a priority basis in all possible ways for the efficient
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and rapid clean-up of the Village. I.W.S. shall receive extra
compensation above that set forth in this Agreement for Emergency
Collections, provided I.W.S. has first secured prior written
authorization from the Village Manager based on rates jointly
agreed to by the Village Manager and I.W.S. The Village may
contract with other firms or units of government to provide the
Emergency Collections. As soon as practical, after sever weather
or an emergency, I.W.S. shall advise the Village Manager and
Residential Customers of the estimated time required before Regular
Schedules can be resumed.
6.1.2 Emergency Collection Vehicles. Listed below
are the Collection Vehicles which may be necessary for storm or
disaster cleanup in the Village and the charges per hour for each
Collection Vehicle. The Collection Vehicles shall be supplied on
an "as needed" basis. The following charges do not include
disposal costs which shall be paid by the Village upon presentation
of documentation to the Village Manager by I.W.S.
6.1.2.1 Boom Truck - International chassis
with an Iowa Mold Tooling (IMT) 64235 crane and a one yard clam
bucket or equivalent. With driver/operator $125 per hour
6.1.2.2 Rear Loader Truck Mack chassis truck
with a 31 yard Leach 2RII Packmaster body or equivalent.
With driver plus 2 helpers $250 per hour
6.1.2.3 Roll Off Truck Mack chassis with a 30
yard open top Roll Off container or equivalent.
With driver/operator $125 per hour
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6.2 Holidays. I.W.S. shall not be obligated to, but may
provide Collection Services on Holidays. If I.W.S., at the
Village's request, provides Collection Services on a Holiday
("Requested Holiday Collections"), an additional cost to the
Village per Residential Customer will be paid ("Holiday Cost").
The Holiday Cost shall be calculated by dividing the then current
Monthly Residential Fee by the number of pickups in that month.
6.3 Special Pickups. From time to time the Village or
Residential Customers may have need for Solid Waste pickups,
including Yard Trash, Special Waste and Bulk Trash, outside of and
in addition to the Regular Schedule ("Special Pickups"). I.W.S.
shall provide Special Pickups as requested by the Village or
Residential Customer, as follows, within 24 hours after requested,
I.W.S. shall be paid $12 per cubic yard for Solid Waste collected
as Special Pickups. There shall be no charge for four Special
Pickups per year as requested by the Village. Special Pickups
requested by a Residential Customer shall be billed by I.W.S.
directly to the Residential Customer. Prior to making a Special
Pickup for a Residential Customer, I.W.S. shall provide that
Residential Customer with a firm written proposal as to the total
cost of the Special Pickup. No additional costs may be charged by
I.W.S.
6.4 Battery Bag Pickup. Battery Bags shall be supplied
by I.W.S. and Battery Bag pickups shall be implemented by I.W.S.
upon receipt by I.W.S. of all necessary permits. I.W.S. shall
diligently pursue the obtaining of such permits.
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7. I.W.S.' Personnel. I.W.S. shall provide, at its own
expense, all labor and supervision necessary to provide the
Collection Services as set forth in this Agreement.
7.1 I.W.S.' Officer(s) . I.W.S. shall assign a qualified
person or persons to be responsible for the Collection Services
under this Agreement. I.W.S. shall provide the names of those
persons to the Village. Information regarding each person's
experience and qualifications shall also be furnished. Bi-lingual
supervisory personnel must be available for consultation with the
Village Manager and Residential Customers within a reasonable time
after notification of a request for such consultation. Supervisory
personnel shall operate a vehicle which is radio equipped.
7.2 Assignment of Employees. Specific I.W.S. employees
shall be assigned to regularly service each Residential Customer.
I.W.S. recognizes that Residential Customers enjoy having employees
regularly scheduled to service their homes and will make every
effort to insure consistency in the employees servicing each route.
7.3 Conduct of Employees. I.W.S. employees shall serve
the public in a courteous, helpful and impartial manner. I.W.S.'
employees shall use available sidewalks and walkways for
pedestrians. Trespassing by employees will not be permitted.
Employees shall not cross the property of one Residential Customer
in order to service another Residential Customer unless residents
or owners of both such properties shall have given permission in
writing.
7.4 Employee Uniforms. While providing Collection
15
Services, I.W.S. employees shall wear a clean uniform including a
shirt or overalls bearing the initials "I.W.S." or the words
"Industrial Waste Service" and the employee's last name written in
letters at least one inch high, uniform in type. I.W.S. shall keep
a record of employees names, numbers and route assignments in a
manner to allow identification of the employees at all times.
I.W.S. shall provide its then current employee list and route
assignments to the Village upon request of the Village Manager.
7.5 Residents. I.W.S. shall, wherever possible,
recruit and employ its personnel performing services under this
Agreement from among residents of the Village.
7.6 Equal Opportunity. No person shall be denied
employment by I.W.S. for reasons of race, sex, national origin,
creed, age, physical handicap, sexual preference or religion.
7.7 Drug -Free Workplace. I.W.S. shall subscribe to
the "drug free" workplace program which shall be part of pre-
employment requirements for any employee assigned to provide
Collection Services in the Village.
7.8 Full Time Employees. All employees assigned to
provide Collection Services in the Village shall be full-time or
regular part-time I.W.S. employees subject to all established
I.W.S. rules and regulations.
7.9 Dismissal. I.W.S. shall, upon receipt of a
request from the Village specifying cause, immediately exclude any
employee of I.W.S. from providing Collection Services pursuant to
this Agreement.
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8. Collection Vehicles and Equipment.
8.1 Quality and Quantitv. I.W.S. shall have on hand at
all times and in good working order such Collection Vehicles,
machinery, tools, accessories and other items necessary to perform
Collection Services under this Agreement (collectively "Collection
Equipment"). Collection Equipment shall be obtained from
nationally known and recognized manufacturers of garbage
collection, recycling and disposal equipment. All Collection
Equipment shall be kept in good repair, appearance, and in a
sanitary and clean condition at all times.
8.2 Collection Vehicles, Equipment Description and
Replacement. All Collection Vehicles and other vehicles used by
I.W.S. to provide Collection Services ("Other Vehicles") shall be
equipped with two-way radios. All Collection Vehicles and Other
Vehicles are to be painted uniformly with the name of I.W.S.,
business telephone number and the number of the vehicle in letters
not less than five inches high on each side of the vehicle. All
Collection Vehicles and Other Vehicles shall be numbered and a
record kept as to the utilization of the vehicle to which each
number is assigned. No Collection Vehicle used for Collection
Services shall be more than 30 months old.
8.3 Reserve Collection Equipment. I.W.S. shall have
available reserve Equipment which can be put into service within
two hours of any breakdown. Such reserve Equipment shall
correspond in size and capacity to the Equipment regularly used by
I.W.S. to perform the Collection Services.
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8.4 Advertising. No advertising shall be permitted on
Collection Vehicles or Other Vehicles, except that the Village
shall have the right, at no charge, to place advertising and
notices on the Collection Vehicles and Other Vehicles while
operating within the Village.
8.5 Overnight Storage Prohibited. Collection Vehicles
shall not be stored overnight within the Village of Key Biscayne.
The Village shall deduct from sums owed to I. W. S. the sum of
$5,000 per night for each Collection Vehicle which is stored in the
Village.
9. Containers.
9.1 Generally. Garbage shall be placed in either a
Garbage Container or a disposable garbage bag by Residential
Customers.
9.2 Handling of Containers. Garbage Containers and
Recycling Containers shall be handled carefully by I.W.S., shall
not be bent or otherwise abused, and shall be thoroughly emptied
and then left upright. If an item is found in a Recycling
Container that is not Recyclable Material, it shall be left in the
Recycling Container with written notification to Residential
Customer on a form provided by the Village Manager that the item
was not acceptable. Covers on Garbage Containers shall be put
securely and properly in place and Garbage Containers returned to
the Pickup Point. Any Garbage Container found in a rack, cart or
enclosure shall be returned upright in such rack, cart or enclosure
and lids shall be placed securely and properly in place. In the
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event of damage caused by I.W.S. to Garbage Containers or Recycling
Containers other than normal wear and tear, I.W.S. shall be
responsible for the timely repair or replacement of the Garbage
Container or Recycling Container within four days of receiving a
complaint from the Residential Customer or the Village.
9.3 Garbage Containers. Garbage Containers shall be
provided by each Residential Customer.
9.4 Replacement of Recycling Containers. I.W.S. shall,
at no charge, provide annually up to 125 Recycling Containers to
replace those which have been lost, stolen or damaged through no
fault of I.W.S. The reasonable cost of replacement of Recycling
Containers in excess of 125 per calendar year shall be borne by the
Village.
9.5 Containers Supplied By I.W.S. In the event the
Village requires uniform garbage containers for its Residential
Customers, I.W.S. shall assist the Village in procurement of such
containers at the Village's sole cost and expense.
10. Disposal of Solid Waste. I.W.S. hereby represents and
warrants to the Village that it shall dispose of the Solid Waste
collected pursuant to this Agreement at a Solid Waste Disposal
Facility. I.W.S. shall notify the Village in writing from time to
time which Solid Waste Disposal Facility is being used for Solid
Waste collected pursuant to this Agreement ("Current Solid Waste
Disposal Facility"). I.W.S. may not utilize a Solid Waste Disposal
Facility with a Tipping Fee greater than $42 per ton without prior
approval of the Village.
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11. Compensation to I.W.S.
11.1 Monthly Residential Fee. The Village shall pay
I.W.S. the sum of $13.73 per month per Residential Customer as
adjusted pursuant to this paragraph (the "Monthly Residential Fee")
as full compensation (including tolls) for the performance of
Collection Services and all other services to be provided pursuant
to this Agreement except for Other Collections. The parties
acknowledge that the Monthly Residential Fee is based upon the
Current Tipping Fee of $42 per ton.
11.2 No Fee for Village Collections. There shall be no
compensation paid to I.W.S. for Village Collections.
11.3 Adiustments In Monthly Residential Fees.
11.3.1 Fee Adjustment: Designation of Alternate
Solid Waste Disposal Facility. The Village may, but shall not be
obligated to direct I.W.S. to dispose of Solid Waste collected
pursuant to this Agreement at a Solid Waste Disposal Facility
different than the Current Solid Waste Disposal Facility
("Designated Solid Waste Disposal Facility"). If the Designated
Solid Waste Disposal Facility is located a) anywhere in Dade County
or b) in Broward County at a location no further from the Village
than the Current Solid Waste Disposal Facility ("Current Travel
Distance"), the Village may do so without incurring any additional
costs for transportation of such Solid Waste to the Designated
Solid Waste Disposal Facility. If the Tipping Fee at a Designated
Solid Waste Disposal Facility is different (less or more) than the
Current Tipping Fee, then the Monthly Residential Fee shall be
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adjusted as provided for in this Agreement. The Village may direct
I.W.S. to dispose of Solid Waste collected pursuant to this
Agreement at a Solid Waste Disposal Facility outside of Dade County
or in Broward County beyond the Current Travel Distance at a
Monthly Residential Fee mutually agreed upon between the parties.
11.3.2 Changes in Tipping Fee. In the event that
the Tipping Fee charged to I.W.S. at the Current Solid Waste
Facility a) is greater than the Current Tipping Fee or, b) in the
event a Designated Solid Waste Disposal Facility is used, is less
than the Current Tipping Fee, the Monthly Residential Fee shall be
adjusted pursuant to the formula provided for in this Agreement.
The difference between a) the Tipping Fee charged to I.W.S. at the
Current Solid Waste Disposal Facility and the Current Tipping Fee
and b) the difference between the Current Tipping Fee and the
Tipping Fee charged to I.W.S. at a Designated Solid Waste Disposal
Facility are each the "Tipping Fee Differential."
11.3.3 Fee Increases: Necessary Documentation. I.W.S.
shall provide the following documentation to the Village in order
to justify an increase in the Monthly Residential Fee:
11.3.3.1 documentation showing actual
Tipping Fees paid for the four months prior to the request for the
increase
11.3.3.2 the publication or other
evidence announcing the Tipping Fee increase, and
11.3.3.3 a letter or other documentation
addressed from the applicable Solid Waste Disposal Facility, to the
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Village stating that the increased Tipping Fee applies to I.W.S.
11.3.4 Initial Tipping Fee Adjustment. The
parties acknowledge the Monthly Residential Fee shall not be
adjusted for any increase in Tipping Fees prior to January 2, 1996.
11.3.5 Increases in Monthly Residential Fees;
Effective Date. Any increases in the Monthly Residential Fee shall
be effective January 1 of the following calendar year ("Increased
Fee Adjustment Date"). In addition, a payment shall be made to
I.W.S. by the Village in a lump sum amount which will compensate
I.W.S. for the Tipping Fee Differential from the effective date of
the increased Tipping Fee to the Increased Fee Adjustment Date.
11.3.6 Decreases in Monthly Residential Fees;
Effective Date. Any decreases in the Monthly Residential Fee
permitted pursuant to this Agreement shall be effective on the
first day of the month following the Tipping Fee decrease
("Decreased Fee Adjustment Date"). A lump sum amount shall be
withheld by the Village from the first monthly payment to I.W.S.
following the Decreased Fee Adjustment Date in an amount sufficient
to reimburse the Village for the Tipping Fee Differential from the
effective date of any Tipping Fee Decrease to the Decreased Fee
Adjustment Date.
11.3.7 Adjustment Formula. Calculations for
increases or decreases in the Monthly Residential Fee shall be
based upon the agreed estimated monthly weight of Solid Waste
produced by each Residential Customer of 350 pounds or .175 tons
per Residential Customer per month. .175 tons shall be multiplied
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by the Tipping Fee Differential and such product shall be added or
subtracted, as appropriate, from or to the Monthly Residential Fee,
the result being that for each One Dollar per ton increase or
decrease from the Current Tipping Fee, the Monthly Residential Fee
shall be increased or decreased by $.175. By way of illustration,
a Four Dollar per ton increase would result in an increase the
Monthly Residential Fee paid to I.W.S. of Seventy Cents per month
per Residential Customer. A Four Dollar decrease would result in
a decrease in the Monthly Residential Fee paid to I.W.S. of Seventy
Cents per month per Residential Customer.
11.3.8 Consumer Price Index. The Monthly
Residential Fee, except for that portion which is attributable to
the Tipping Fee, shall be subject to annual price adjustments
beginning January 1, 1996 and each January 1 thereafter (increase
or decrease), which shall be authorized by applying to the Monthly
Residential Fee the ratio of change between the previous year and
the current index of the Consumer Price Index for ALL ITEMS
published by the U. S. Department of Labor, Bureau of Labor
Statistics for October of each year. The parties hereby agree that
for the purposes of calculating the exclusion from the CPI increase
for Tipping Fees, the Monthly Residential Fee is based upon .175
tons per month. Prior to any increase, I.W.S. shall submit all
records and information reasonably requested by the Village as
would support the requested increase, which request shall be
submitted to the Village Manager for consideration. Provided,
however, that the CPI adjustment for any year shall not exceed one
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hundred twenty five (125%) percent of previous year's CPI
adjustment or five (5%) percent, whichever is less.
12. Billing.
• 12.1 Invoices. I.W.S. shall submit an invoice to the
Village by the 10th of each month for Collection Services rendered
during the preceding month. Payments will be made to I.W.S. by the
Village on or before the 24th day of each calendar month upon
verification of the invoice submitted. The listing of Residential
Customers served will be furnished by I.W.S. to the Village along
with each invoice.
12.2 Billing Adjustment Procedures. On the first day of
each month the number of Residential Customers may be adjusted by
the Village, if necessary, to correspond with Collection Services
being provided. The Village Manager will notify I.W.S. verbally,
and will confirm in writing within 15 days of any Residential Unit
to which Collection Services should be terminated and of any
Residential Unit to which Collection Services should be commenced.
Collection Services shall commence or terminate as appropriate at
the next regularly scheduled pickup after verbal notification.
12.3 Refunds of Amounts Deducted. If, pursuant to this
Agreement, the Village deducts amounts from payments due I.W.S. and
it subsequently is agreed that these amounts were deducted in
error, these amounts shall be paid by the Village to I.W.S., along
with the next monthly payment. In the event the Village imposes a
set-off or deduction of any amounts payable to I.W.S. pursuant to
this Agreement, I.W.S. shall be entitled assert in defense of such
24
action, any and all rights and/or remedies it may have arising out
of this Agreement, at law and/or in equity and nothing in this
Agreement shall constitute a waiver by I.W.S. of any such rights
andAor remedies. Only those specific rights of set-off as provided
for in this Agreement may be asserted by the Village upon any
amounts due I.W.S. hereunder.
13. Exclusive Rights. The Village hereby grants I.W.S. the
exclusive right during the Initial Term of this Agreement and any
Additional Terms to provide Collection Services within the Village
to Residential Customers.
14. Ownership of Recyclable Materials. I.W.S. shall be the
owner of all Recyclable Materials it collects from Residential
Customers and may recycle, process, or sell the Recyclable
Materials, in its discretion. Neither the Village nor the
Residential Customers shall be entitled to the proceeds of any sale
by I.W.S. of processed or unprocessed Recyclable Materials.
15. Neighborhood Trash Station. I.W.S. shall provide to the
Village one 30 -yard roll -off container for use by Village residents
for disposal of Yard Trash and Bulk Trash (the "Village Roll -Off") .
The Village Roll -Off shall be placed at a site provided by I.W.S.
and approved by the Village Manager. The Village Roll -Off shall be
replaced by I.W.S. when full.
16. Agreement Performance.
16.1 I.W.S.' performance of this Agreement shall be
supervised by the Village Manager. If at any time during the life
of the Agreement, performance is considered unsatisfactory to the
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Village Manager, I.W.S. shall immediately take all steps necessary
to perform this Agreement, including but not limited to increasing
the work force, tools and Collection Equipment as needed. The
failure of the Village Manager to give such notification shall not
be a precondition to the exercise of other rights of the Village
under this Agreement nor relieve I.W.S. of its obligation to
perform in the manner specified in this Agreement.
16.2 I.W.S. shall furnish the Village Manager any
information relating to this Agreement deemed necessary by the
Village Manager to ascertain whether or not Collection Services are
being performed in accordance with the requirements of this
Agreement.
16.3 The Village Manager may inspect I.W.S.' operations
and equipment upon reasonable notice to I.W.S. I.W.S. shall permit
the Village Manager to make such inspections at reasonable times
and places.
17. Complaints and Complaint Resolution.
17.1 Office. I.W.S. shall establish an office within
Dade County where complaints can be received. The office shall be
equipped with sufficient local phone lines to receive complaints
from Residential Customers. The office shall be open from 7:00
a.m. to 5:00 p.m., Monday through Friday and Saturday from 7:00
a.m. to 3:00 p.m.except on Holidays. In the event of a dispute
between I.W.S. and a Residential Customer as to whether an item
falls within a particular category of Solid Waste or Prohibited
Waste, the situation will be reviewed and resolved by the Village
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Manager in his sole discretion.
17.2 Complaint Register. I.W.S. shall prepare and
maintain, in accordance with a format approved by the Village
Manager a register of all complaints received, indicating the
disposition of each complaint ("Complaint Register"). The
Complaint Register shall be available for inspection by the Village
Manager at all times during which the office is open. The
Complaint Register shall indicate at a minimum, the name and
address of the complainants, the date and hour on which the
complaint was received, the nature of the complaint, and the date
and hour on which it was resolved.
17.3 Response to Complaints. Complaints received before
12:00 noon will be resolved prior to 5:00 p.m. that day. When a
complaint is received after 12:00 noon on the day preceding a
Holiday, or on a weekend, it shall be resolved no later than the
next working day.
17.4 Reports. The Complaint Register shall be submitted
to the Village Manager each month along with the monthly invoice.
17.5 Disputes. Disputes between I.W.S. and Residential
Customers shall be referred to the Village Manager whose decision
shall be final and binding.
17.6 Disputes about Collection of Certain Items. It is
recognized that disputes may arise between the Village and I.W.S.
with regard to collection of certain items due to disputes over the
specific language of this Agreement. The Village Manager may from
time to time notify I.W.S. by telephone to remove all such items.
27
Should I.W.S. fail to remove the items within 24 hours from time of
notification, the Village may, in its sole discretion remove such
items and all costs incurred by the Village shall be deducted from
compensation due I.W.S. Notice of the amount deducted shall be
given to I.W.S.
18. Annual Reports. In December of each calendar year,
I.W.S. shall submit to the Village a report containing the
following information for the previous calendar year:
a) Solid Waste tonnage collected
b) Recyclable Material collected by category
c) proof that all insurance required by this
Agreement is in effect
d) other information and data as requested by the
Village Manager, except information which is held by I.W.S. as to
be secret, proprietary or confidential
e) Complaint Register.
19. Subcontractors. I.W.S. shall not employ subcontractors
to perform services pursuant to this Agreement without prior
approval by the Village.
20. Performance Bond.
20.1 Amount of Bond. I.W.S. shall, prior to the
Commencement Date, furnish to the Village a Performance Bond in the
amount of $1,000,000.00 in a form acceptable to the Village.
20.2 Oualification of Surety. The Performance Bond must
be executed by a Surety Company acceptable to the Village.
21. Indemnification. I.W.S. shall indemnify, hold harmless
28
and defend (at the trial and appellate levels) the Village, its
elected officials and officers, agents and employees against and
assume all liability for any and all claims, suits, actions,
damages, liabilities, expenditures, judgments, orders, decrees,
attorney's fees, costs, investigation expenses or causes of actions
of any kind arising out of this Agreement including, but not
limited to the use of the public streets, except to the extent
caused by the negligence or willful misconduct of the Village.
22. Insurance.
1) I.W.S. must maintain throughout the entire term of
this Agreement and any renewals thereof, the
following insurance coverages:
(a) Commercial general liability in the amount of
$1,000,000 per occurrence for bodily injury
and property damage. This policy must include
coverage for contractual liability and
specifically cover the indemnity agreement set
forth in this Agreement. The Village of Key
Biscayne must be named as an additional
insured on this policy.
(b) Automobile liability in the amount of
$1,000,000 per occurrence for bodily injury
and property damage, covering all vehicles
owned, leased or used by I.W.S. within the
limits of the Village. The Village must be
named as an additional insured on this policy.
29
(c) Workers compensation and employer's liability,
as required by Florida State Statutes.
2) All companies providing insurance shall be
• authorized to do business in the State of Florida
and rated B+:VI or better by Best's Key Rating
Guild, latest edition.
3) No change or cancellation of this insurance shall
be made without 30 days written notice to the
Village.
23. Events of Default by I.W.S. Each of the following events
or conditions shall constitute an "Event of Default" by I.W.S. for
the purposes of this Agreement:
23.1 Any material failure by I.W.S. to perform or comply
with the terms and conditions of this Agreement.
23.2 Filing by or against I.W.S. or the Performance Bond
surety of a bankruptcy, receivership, assignment for the benefit of
creditors, liquidation, dissolution, composition or reorganization
petition, or other insolvency proceeding.
23.3 Failure by I.W.S. to provide Collection Services for
a period of 5 days.
23.4 Complaints constituting verified deviations from
I.W.S.' duties or obligations under this Agreement in any calendar
month in excess of 10 per month.
23.5 Not resolving complaints of missed service within
the time frame specified, six or more times in any calendar month.
23.6 If any representation or warranty furnished by
30
I.W.S. in this Agreement found to be false or misleading in any
material respect.
24. Remedies Upon Default By I.W.S. In the event of Default
by F.W.S., the Village may, without election of remedies:
24.1 Without recourse to legal process, terminate this
Agreement by delivery of a Notice declaring termination, whereupon
I.W.S. shall, at its sole costs, remove all equipment within 3
days.
24.2 Seek recovery on the Performance Bond.
24.3 Exercise all remedies available at law or at equity
or other appropriate proceedings including bringing an action or
actions from time to time for recovery of amounts due and owing to
the Village, and/or for damages which shall include all costs and
expenses reasonably incurred in exercise of its remedy, and/or for
specific performance.
25. Representations and Warranties of I.W.S. I.W.S. warrants
and represents to the Village that:
25.1 It has reviewed the County's collection records and
understands that at certain times during the year, the quantity of
Solid Waste to be disposed of is materially increased by the influx
of visitors. I.W.S. agrees that seasonal fluctuation will not be
justification for I.W.S. to fail to maintain the Regular Schedules
or to justify a rate increase.
25.2 All Solid Waste collected by it under this
Agreement will be disposed of at a duly licensed and permitted
Solid Waste Disposal Facility.
31
25.3 It has all requisite power, authority, licenses,
permits, and franchises, corporate or otherwise, to execute and
deliver this Agreement and perform its obligations hereunder.
• 25.4 Its execution, delivery, and performance of this
Agreement have been duly authorized by, or is in accordance with,
its organic instruments, this Agreement has been duly executed and
delivered for it by the signatories so authorized, and it
constitutes its legal, valid and binding obligations.
25.5 Its execution, delivery, and performance of this
Agreement will not result in a breach of violation of, or
constitute a default under, any agreement, lease or instrument to
which it is a party or by which it or its properties may be bound
or affected.
25.6 It has not received any notice, nor to the best of
its knowledge is there pending or threatening any notice, or any
violation of any applicable laws, ordinances, regulations, rules,
decrees, awards, permits or orders which would materially adversely
affect its ability to perform hereunder.
25.7 It has, or will have, under its control at the date
of commencement of services under this Agreement, all equipment,
machinery, manpower and solid waste disposal facility necessary to
perform under this Agreement.
26. Compliance With Law. I.W.S. shall perform its
obligations hereunder in compliance with any and all applicable
Federal, State, County and local laws, rules, and regulations, in
accordance with sound engineering and safety practices, and in
32
compliance with any and all rules of the Village relative to the
service. I.W.S. shall be responsible for obtaining all
governmental permits, consents, and authorizations as may be
regiri.red to perform its obligations hereunder prior to beginning of
providing Collection Service.
27. Taxes, Liens and Fees. At all times during the existence
of this Agreement, I.W.S. shall pay on or before the due date all
taxes, fees, and assessments which may be levied upon or in respect
of the equipment, or its operation, including but not limited to
commercial personal property taxes, sales taxes, and intangible
taxes, and I.W.S. shall pay on or before the due date any other
charge of any character which may be imposed or incurred by any
public authority as an incident to title to, ownership of, or
operation of the equipment. In the event that any lien or
encumbrance of any nature relating to I.W.S.' equipment or the
operation or maintenance thereof is filed upon the Village, I.W.S.
shall have 30 days from the date of written notice by Village to
have such lien or encumbrances bonded off or discharged.
28. County Fees. In the event that the County imposes a fee
tax or other assessment derived based upon the revenues paid or
quantity of Solid Waste collected pursuant to this Agreement, the
Village shall reimburse I.W.S. for that portion of such fees
attributable to this Agreement. Such reimbursement shall be made
based upon reasonable timing in relation to how the fees are
assessed.
29. Notices and Changes of Addresses. Unless otherwise
33
provided for in this Agreement, all notices, demands, requests and
other communications required under this Agreement may be given
orally (either in person or by telephone) if confirmed in writing
within three days thereafter, by telex, telegram, or telecopy, or
in writing delivered by hand or mail and shall be conclusively
deemed to have been received if delivered or attempted to be
delivered by United States first class mail, return receipt
requested, postage prepaid, addressed to the party for whom it is
intended at its address set forth below in this section of this
Agreement. Any party may designate a change of address by written
notice to the other party, received by such other party at least
ten days before such change of address is to become effective.
The Village should be addressed as follows:
The Village of Key Biscayne
85 West McIntyre Street
Key Biscayne, Florida 33149
Attn: C. Samuel Kissinger
Village Manager
With a required copy to:
Richard Jay Weiss, Esq.
Weiss Serota & Helfman
2665 South Bayshore Drive
Suite 204
Miami, Florida 33133
I.W.S. should be addressed as follows:
Industrial Waste Service, Inc.
3840 NW 37th Court
Miami, Florida 33142
Attn: General Manager
With a required copy to:
Industrial Waste Service, Inc.
c/o Attwoods Inc.
2601 South Bayshore Drive
Penthouse II
Miami, Florida 33133
Attn: Law Department
34
30. No Waiver. The failure of I.W.S. or the Village to
insist upon the strict performance of the terms and conditions
hereof shall not constitute or be construed as a waiver or
relinquishment of either party's rights to thereafter enforce the
same in accordance with this Agreement in the event of a continuing
or subsequent default on the part of I.W.S. or the Village.
31. Severability. In the event that any clause or provision
of this Agreement or any part thereof shall be declared invalid,
void or unenforceable by any court having jurisdiction, such
invalidity shall not affect the validity or enforceability of the
remaining portions of this Agreement.
32. Binding Effect. This Agreement shall be binding upon the
parties hereto, their heirs, administrators, successors and
assigns.
33. Assignment. This Agreement shall not be assigned by
I.W.S. without the prior written consent of the Village, which
consent may be withheld in the Village's sole discretion. Any
attempted assignment of this Agreement in contravention of this
paragraph shall be void and shall confer no rights upon the
assignee.
34. Complete Agreement. This Agreement, when executed,
together with all Exhibits attached hereto as provided for by this
Agreement, shall constitute the entire Agreement between both
parties and this Agreement may not be amended, modified, or
terminated except by writing signed by the parties hereto.
35. Bid and Agreement Incorporated By Reference. Bid No.
35
30E408, together with all amendments thereto, and I.W.S.' response
thereto are hereby incorporated by reference into this Agreement.
In construing the rights and obligations between the parties, the
order of priority in case of conflict between the documents shall
be as follows:
35.1 This Agreement;
35.2 The Bid No 30E408; and
35.3 I.W.S. Response to Bid No 30E408 dated July 22,
1994.
36. Independent Parties. Nothing contained in this Agreement
shall be deemed or construed for any purpose to establish, between
Village and I.W.S., a partnership or joint venture, a principal
agent relationship, or any relationship other than property owner
and independent contractor.
37. Force Maieure. The performance of any act by the Village
or I.W.S. hereunder may be delayed or suspended at any time while,
but only so long as, either party is hindered in or prevented from
performance by acts of God, the elements, war, rebellion, strikes,
lockouts or any other cause beyond the reasonable control of such
party, provided, however, the Village shall have the right to
provide substitute service from third party contractors or Village
forces and in such event the Village shall withhold payment due
I.W.S. for such period of time. If the condition of force majeure
exceeds a period of 14 days the Village may at its option and
discretion, cancel or renegotiate this Agreement.
38. Time of the Essence. Time is of the essence with respect
36
" "
4
t o e a c h a n d e v e r y t e r m a n d c o n d i t i o n o f t h i s A g r e e m e n t .
3 9 . A m e n d m e n t . T h e p a r t i e s h e r e b y i r r e v o c a b l y a g r e e t h a t n o
a t t e m p t e d a m e n d m e n t , m o d i f i c a t i o n , t e r m i n a t i o n , d i s c h a r g e o r c h a n g e
o f t . h i s A g r e e m e n t s h a l l b e v a l i d a n d e f f e c t i v e , u n l e s s b o t h p a r t i e s
s h a l l u n a n i m o u s l y a g r e e i n w r i t i n g t o s u c h a m e n d m e n t .
4 0 . G e n d e r a n d U s e o f S i n g u l a r a n d P l u r a l . A l l p r o n o u n s
s h a l l b e d e e m e d t o r e f e r t o t h e m a s c u l i n e , f e m i n i n e , n e u t e r ,
s i n g u l a r o r p l u r a l , a s t h e i d e n t i t y o f t h e p a r t y o r p a r t i e s , o r
t h e i r p e r s o n a l r e p r e s e n t a t i v e s , s u c c e s s o r s , a n d a s s i g n s m a y
r e q u i r e .
4 1 . C o u n t e r p a r t s . T h i s A g r e e m e n t a n d a n y A m e n d m e n t s m a y b e
e x e c u t e d i n o n e o r m o r e c o u n t e r p a r t s , e a c h o f w h i c h s h a l l b e d e e m e d
a n o r i g i n a l b u t a l l o f w h i c h t o g e t h e r w i l l c o n s t i t u t e o n e a n d t h e
s a m e i n s t r u m e n t .
4 2 . H e a d i n g s . T h e a r t i c l e a n d s e c t i o n h e a d i n g s c o n t a i n e d i n
t h i s A g r e e m e n t a r e i n s e r t e d f o r c o n v e n i e n c e o n l y a n d s h a l l n o t
a f f e c t i n a n y w a y t h e m e a n i n g o r i n t e r p r e t a t i o n o f t h e A g r e e m e n t .
4 3 . G o v e r n i n g L a w . T h i s A g r e e m e n t s h a l l b e c o n s t r u e d i n
a c c o r d a n c e w i t h t h e l a w s o f t h e S t a t e o f F l o r i d a a n d a n y p r o c e e d i n g
a r i s i n g b e t w e e n t h e p a r t i e s i n a n y m a n n e r p e r t a i n i n g o r r e l a t e d t o
t h i s A g r e e m e n t s h a l l , t o t h e e x t e n t p e r m i t t e d b y l a w , b e h e l d i n
D a d e C o u n t y , F l o r i d a .
3 7
y
IN WITNESS WHEREOF, and intending to be legally bound, the
parties hereto subscribe their names to this instrument on the date
first above written.
Signed, Sealed and Delivered
in the presence of:
ATTEST:
Corporate- ecret
ATTEST:
Village Clerk
Approved as to form:
Rich Jay Weiss
Village Attorney
Date:
38
INDUSTRIAL WASTE SERVICE, INC.
President a
VILLAGE OF KEY BISCAYNE
Festa, Mayor