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Item F30M C ounty of f Monroe ELj » °o � BOARD OF COUNTY COMMISSIONERS /� r i � �� Mayor George Neugent, District 2 The Florida. Ke Se y I Mayor Pro Tern David Rice, District 4 Danny L. Kolhage, District I Heather Carruthers, District 3 Sylvia J. Murphy, District 5 County Commission Meeting November 14, 2017 Agenda Item Number: F.30 Agenda Item Summary #3548 BULK ITEM: Yes DEPARTMENT: Solid Waste TIME APPROXIMATE: STAFF CONTACT: Kevin Wilson (305) 292 -4441 No AGENDA ITEM WORDING: Award of Proposal and Approval to enter into a contract with Brownie Companies, LLC for Yard Waste Processing Services at a rate of $64.75 per ton. ITEM BACKGROUND: The County received two proposals on October 18, 2017 in response to the Yard Waste Processing Services Request for Proposals (RFP). The selection committee meeting was held on October 30, 2017. Brownie Companies, LLC (BC, LLC) was the highest ranked respondent and is recommended to be awarded the contract for yard waste processing services. BC, LLC's proposal provides for a yard waste processing at a rate of $64.75, a substantial reduction in the yard waste processing rate, and meets the goals of the County's RFP, which was to maintain the County recycling rate of 100% while reducing the yard waste processing fee. BC, LLC is currently the subcontractor for yard waste processing services, which makes for a seamless transition. Their proposal also offers a "Compost Giveback Program for County Resident ", which provides for MC, LLC to provide up to 100 cubic yard per year per transfer station in bulk form at no additional cost to the County. PREVIOUS RELEVANT BOCC ACTION: The BOCC directed staff to go out for bids for yard waste processing service at its May 17, 2017 meeting. CONTRACT /AGREEMENT CHANGES: N/A STAFF RECOMMENDATION: Approval DOCUMENTATION: YARD WASTE CONTRACT Ranking and Scoring Sheets for RFP 10 -30 -2017 FINANCIAL IMPACT: Effective Date: 11/19/17 Expiration Date: 9/30/24 Total Dollar Value of Contract: 11,331,250. ($64.75 x 25,000 tons= $1,618,750 x 7 years) Total Cost to County: $1,618.750 Current Year Portion: $1.55 million Budgeted: Yes Source of Funds: Solid Waste Fund CPI: Yes Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: N/A Revenue Producing: No Grant: N/A County Match: N/A Insurance Required: Additional Details: If yes, amount: 11/19/17 414 -40000 - SOLID WASTE ADMIN $64.75 $1,618,750.00 REVIEWED BY: Kevin Wilson Completed 10/30/2017 4:39 PM Christine Limbert Completed 10/30/2017 5:25 PM Budget and Finance Completed 10/31/2017 9:13 AM Maria Slavik Completed 10/31/2017 9:15 AM Kathy Peters Completed 10/31/2017 9:16 AM Board of County Commissioners Pending 11/14/2017 9:00 AM AGREEMENT FOR Yard Waste Processing Services This Agreement ( "Agreement ") made and entered into this 14 day of November, 2017 by and between Monroe County, a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida, 33040, its successors and assigns, hereinafter referred to as "COUNTY," through the Monroe County Board of County Commissioners ( "BOCC "), Brownie Companies, LLC, a Florida Limited Liability Company, whose address is 385 NE Baker Road, Stuart, FL 34994, its successors and assigns, hereinafter referred to as "CONTRACTOR ", WITNES SETH: WHEREAS, the County desires to separately process its' yard waste for sustainability and cost effectiveness reasons; and WHEREAS, the COUNTY issued a Request for Proposals ( "RFP ") for Yard Waste Processing Services for the yard waste from residential and commercial premises as collected by the County Collection vendors; and WHEREAS, on October 18, 2017, CONTRACTOR submitted a response to the RFP and the various addenda to the RFP; and WHEREAS, after consideration of CONTRACTOR's response and the responses of other proposers f o r the same services, COUNTY's s t a f f and the s e l e c t i o n committee have recommended CONTRACTOR to perform the services more fully described in this Agreement; and WHEREAS, the COUNTY desires to enter into this agreement with CONTRACTOR, to perform the yard waste services as outlined in the RFP and described in this Agreement and collectively referred to as the "Project "; and NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements stated herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, COUNTY and CONTRACTOR agree as follows: 1. DEFINTIONS :INTERPRETATION 1.1 For the purpose of this Agreement, the definitions contained in this Article shall apply unless otherwise specifically stated. If a word or phrase is not defined in this Article, the definition of such word or phrase as contained in Chapter 21 of the Monroe County Code shall control. When not inconsistent with the context, words used in the present tense include the future, words in the plural include the singular, and words in the singular include the plural. Use of the masculine gender shall include the feminine gender. Capitalized terms used in this Agreement shall have the meaning given to them in this Section, unless otherwise expressly defined herein. 1.1.1 Acceptable Waste Yard Waste. 1.1.2 Acceptance or Accept. The receipt of physical custody by Contractor of Yard Waste delivered by County at the applicable Point of Delivery. 1.1.3 Administrator The Administrator of the Solid Waste Department of the County or any other Person designated by County to perform similar responsibilities. 1.1.4 Affiliate Any Person, corporation or other entity directly or indirectly controlling, or controlled by another person, corporation or other entity or under direct or indirect common control with such person, corporation or other entity. 1.1.5 Agreement This written document and all exhibits, attachments, and amendments hereto, between COUNTY and CONTRACTOR, governing the provision of Yard Waste Processing Services as provided herein, including the Request for Proposal (RFP), all addendum, and responses to the RIP from the CONTRACTOR. 1.1.6 Applicable Law. Any law, rule, code, standard, regulation, requirement, policy, consent decree, consent order, consent agreement, permit, guideline, action, determination or order of, or legal entitlement issued by any Governmental Authority having jurisdiction or the requirements of any professional or industry organization or society in an applicable discipline which have been codified or incorporated by a Governmental Authority, applicable from time to time to any activities associated with the subject matter of this Agreement, including but not limited to design, construction, permitting and operation of the Facility or any other transaction or matter contemplated or services required under this Agreement, (including any of the foregoing which concern health, safety, fire environmental protection, labor relations, mitigation monitoring plans, building codes, non - discrimination and the payment of prevailing wages). Applicable Law shall include Environmental Laws. 1.1.6 App roved Product Any substance resulting from the processing of the Yard Waste and as approved by the County as per Section 6.16. 1.1.7 Back -Up Facility Any legally permitted facility that is approved, in lieu of the primary Facility, by the County 2 Representative for the purpose of Processing. To be approved, the Back -up Facility shall produce substantially the same type and amount of Recycling Credits as the Facility. 1.1.8 Biological Waste Any substance that causes or has the capability of causing disease or infection and which includes biomedical waste, diseased or dead animals, and other wastes capable of transmitting pathogens to humans or animals, including, but not limited to, substances regulated pursuant to the U. S. Solid Waste Act, as amended by the Medical Waste Tracking Act of 1988, and related regulations at 40 C.F.R. parts 22 and 259, and Fla. Stat. Section 381.0098 and related regulations at F. A. C. Section 64E -16, and any similar federal, state or local laws. 1.1.9 Biomass Trees, tree parts (including limbs, tops, branches, bark and stumps), woody residues, untreated lumber and wood scraps, sawdust, sanderdust, chips, millings, shavings, silvicultural materials such as logging residues or slash and overhead prunings and other plant matter or woody materials. 1.1.10 BOCC Monroe County Board of County Commissioners 1.1.11 Business Day Any day other than Saturday or Sunday on which banks in Florida are open for business. 1.1.12 Change in Law Any of the following events or conditions which has a material and adverse effect on the performance by the Parties of their respective obligations under this Agreement (except for payment obligations): (i) the enactment, adoption, promulgation, issuance, modification or written change in administrative or judicial interpretation on or after the Commercial Operation Date of any federal, state or local law, regulation, rule, requirement, guideline, ruling or ordinance, unless such law, regulation, rule, requirement, ruling or ordinance was, on or prior to the Commencement Date, proposed and published in the federal or Florida register; (ii) the order or judgment of any federal, state or local court, administrative agency or other Governmental Authority, on or after the Commencement Date, to the extent such order or judgment is not the result of willful or negligent action, error or omission or lack of reasonable diligence of the Contractor or of the County, whichever is asserting the occurrence of a Change in Law; (iii) the denial of an application for, delay in the review, issuance or renewal of, or suspension, termination, interruption, imposition of a term, condition or requirement which is more stringent or burdensome than prior precedent or practice in connection with the issuance, renewal or failure of issuance or renewal on or after the Commencement Date of any Legal Entitlement to the extent that such denial, delay, suspension, termination, interruption or imposition materially and adversely affects the performance of this Agreement, if and to the extent that such denial, delay, suspension, termination, interruption or imposition is not the result of willful or negligent action, error or omission or a lack of reasonable diligence of the Contractor or of the County, whichever is asserting the occurrence of a Change in Law. A "Change in Law" shall not include (1) a change in any Applicable Law pertaining to taxes, (2) a change in the law of any foreign country, (3) any change in law (including the issuance of any Legal Entitlement, the enactment of any statute, or the promulgation of any regulation) the terms and conditions of which do not impose more stringent or burdensome requirements on the Facility or the Contractor than those set forth in the obligations contained herein, or (4) any change in interpretation, however stringent, by the DEP of the meaning of the terms and Q conditions of any applicable Legal Entitlement issued by the DEP and in force as of the Commencement Date. Only a change in law which renders the Contractor's performance under the contract impossible as described in Section 15.1 shall excuse the Contractor from performance under the terms of this Agreement. 1.1.13 Commencement Date The date on which Contractor must commence performance of its obligations under this Agreement. The date of commencement shall be the date specified in the Notice to Proceed to the Contractor. 1.1.14 Contract Year A period of time one calendar year in length and commencing on the commencement Date and each anniversary of the Commencement Date during the Term. 1.1.15 COUNTYRenresentative The Person designated by the Administrator to administer and monitor CONTRACTOR's performance under this Agreement. 1.1.16 Delivery or Deliver The physical delivery by the County or its vendors or agents of Yard Waste to the Point of Delivery and Contractor's Acceptance of such Acceptable Waste. 1.1.17 DEP or FDEP The Florida Department of Environmental Protection and any successor agency. 1.1.18 Disposal The final disposition of Residue by the CONTRACTOR at a disposal facility, at the CONTRACTOR's sole expense. 1.1.19 Environmental Laws Any federal, state and local laws, including statutes, regulations, rulings, orders, administrative interpretations, and other governmental restrictions and requirements, relating to the production, handling, release, discharge, treatment or disposal of air pollutants, process waste water, Hazardous Substances, toxic substances or otherwise relating to the natural environmental or natural resources (including soil, land surface waters, ground water, ambient air, and plant and animal life), each as amended from time to time, including, but not limited to: (i) the Clean Air Act, as amended, 42 U.S.C. § §7401 et s�Mc.; (ii) the Federal Water Pollution Control Act, as amended, 33 U.S.C. § §1251 et sec.; (iii) the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. § §6901 et SeMc .; (iv) the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 15 U.S.C. § §2601 et sec.; (vi) Occupational Safety and Health Act of 1970; (vii) the Emergency Planning and Community Right -to -Know Act 42 U.S.C. § §11001 et s�Mc.; (viii) the Superfund Amendment and Reauthorization Act; and (viii) any other similar applicable federal, state or local law. 1.1.20 Environmental Liability Any costs, damages, liabilities, expenses, obligations or other responsibility under Environmental Laws including those arising from or relating to (i) any alleged violation of any Environmental Laws; 4 (ii) fines, penalties, judgments, awards, settlements, damages, losses and investigative, remedial and inspection costs and expenses; (iii) financial responsibility for cleanup costs, corrective action, removal, remediation or other response actions; and (iv) and any other compliance, corrective or other remedial action necessary to comply with Environmental Laws. 1.1.21 Facili The facility owned and operated by Contractor or its Affiliates, where the Acceptable Waste is Processed 1.1.22 Governmental Authority Any nation, government, state or other political subdivision hereof, including without limitation, any municipal, and county, and any entity exercising executive, legislative, judicial regulatory or administrative functions of or pertaining to government, including without limitation, any corporation or any entity owned or controlled by any of the foregoing. 1.1.23 Permit (s Any permit, license, consent, authorization, certificate, order, registration, or approval required from any Governmental Authority for the Contractor to perform its obligations under this Agreement. 1.1.24 Person Any real person, firm, company, association, organization, partnership, corporation, Governmental Authority, Limited liability company, or other entity or organization. 1.1.25 Point of Delivery The location at any Transfer Station at which Yard Waste is physically delivered to Contractor and Contractor Accepts title and risk of loss for such Yard Waste. 1.1.26 Processing Plan The Processing Plan as set forth in the Contractor's Proposal, and as amended with County approval 1.1.27 Processing The act of Composting, mulching, grinding, incinerating or otherwise separating and converting the Yard Waste material into Approved Products. 1.1.28 Processing Facility(ies) The site(s) where the County has authorized the Contractor to process the County's yard waste for the term of the Agreement. Such sites include Oldcastle Law & Garden Moore Haven Facility. 1.1.29 Prohibited Material Any substance or material which (i) does not constitute Yard Waste or Acceptable Waste,(ii) constitutes Atomic Waste, Biological Waste or Hazardous Waste; (iii) contains Hazardous Waste of a nature or in amounts that exceed permissible levels for handling, transport or processing by Contractor under any Environmental Law; or (iv) the possession of which creates Environmental Liability. For purposes of this Agreement: Atomic Waste shall mean any special nuclear or radioactive material, by- product materials or other material, the acquisition, handling, use, transportation or disposal of which is specifically regulated under the Atomic Energy Act of 1954, as amended, 42 U.S.C. Sections 2011, et. seq. or other Environmental Laws. Hazardous Substance shall mean collectively (i) any "hazardous substance" or "pollutant or contaminant" as defined in Sections 101(14) and 101(33) of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Sec. 9601(4) & 9601(33); (ii) any element, compound, mixture, solution or substance designated pursuant to Section 102 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9602; (iii) petroleum, including crude oil or any fraction thereof, (iv) any hazardous waste having the characteristics identified under or listed pursuant to the Solid Waste Disposal Act, as amended, 42 U. S.C. Sec. 6921 et SeMc .; (v) any material defined as "hazardous waste" pursuant to 40 C.F.R. Parts 260 or 261; (vi) any solid waste defined as "hazardous waste" under the Resource Conservation and Recovery Act, 42 U.S.C. Sections 6901, et seq .; (vii) any materials, substances, or wastes regulated under, and any imminently hazardous chemical substance or mixture for which the Administrator of the Environmental Protection Agency has taken action pursuant to Section 7 of, the Toxic Substances Control Act, 15 U.S.C. §2606 et s�Mc.; (viii) Urea - formaldehyde Foam Insulation (ix) asbestos and asbestos containing materials (whether friable or non - friable); (x) any asbestos, polychlorinated biphenyl, radium or isomer of dioxin, or any material or thing containing or composed of such substance or substances; or (xi) any material now defined as "hazardous material" pursuant to 49 C.F.R. §171.8, (xii) any substances or material regulated by the Hazardous Materials Transportation Act, 49 U.S.C. § §136, et s�Mc., the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. §§ 136, et seMc., or the Emergency Planning and Community Right -to -Know Act, 42 U.S.C. § §1001 et seq.; and (xiii) any material or substance defined as "hazardous waste" pursuant to Applicable Laws in Florida; in each case as amended, enforced or interpreted; provided, however, that any quantities of such materials in an amount equal to or less than the amount otherwise permitted by Applicable Law to be in wastes delivered to the Facility shall not constitute Hazardous Substances. 1.1.30 Proiect The Yard Waste Processing Services as outlined in this Agreement 1.1.31 Receiving Hours at Transfer Station The operating hours at the County's Transfer Stations, which are 8:00 a.m. — 4:00 p.m. Monday through Saturday. The Transfer Stations are closed on Sundays, Thanksgiving Day, Christmas Day and New Year's Day. 1.1.32 Recyclin2 Credits Credits issued or acknowledged by the DEP toward County's recycling obligations pursuant to Fla. Stat. Section 403.706 (2013), and related laws and implementing regulations of the DEP. "Recycling Credits" shall not include sales tax exemptions or incentives pursuant to F. A. C. Section 62 -704 and related statutes and laws. 1.1.33 Residue Ash, residue, or other material or substances remaining after Processing of Acceptable Waste which is not an Approved Product, which shall be disposed by the Contractor. 6 1.1.34 Service Area At any time during the Term, the geographic area in which County collects residential Yard Waste or other applicable Acceptable Waste, as amended. The service area as of the Effective Date includes unincorporated Monroe County, the City of Marathon, the City of Key Colony, and the City of Layton. The County will employ its best efforts to continue to maintain this service area, but it is understood that the participation by any current City has the possibility of changing during the Term of this Agreement. 1.1.35 Sewage Solids Sludge and other biological waste which has been treated at waste water treatment or other similar facilities in the County and which complies with all applicable requirements of the U.S. Environmental Protection Agency's sewage solids resource recovery criteria for materials set forth in 40 C.F.R. Part 503, as amended. 1.1.36 Station Operator Any Person who operates or manages any of the Transfer Stations for County. 1.1.37 Third Party Waste Acceptable Waste originating within the County and delivered to Contractor by a Person other than the County for Processing at the Facility. 1.1.38 Transfer Stations The waste transfer facilities owned by the County including the current facilities located at Cudj oe Key, Long Key and Key Largo, and any additional locations as may be designed by County during the Term and acceptable to Contractor. 1.1.39 Transition and Implementation Plan The Transition and Implementation Plan as set forth in the Contractor's Proposal, and as amended with County approval. 1.1.40 Uncontrollable Circumstance An event or circumstances as described in Section 7. 1.1.41 Yard Waste Horticultural waste, Biomass and other vegetative matter including but not limited to, materials such as tree and shrub trimmings and pruning, grass clippings, mulch, palm fronds, tree parts (including stumps, logs, branches, bark, tree trunks, tree limbs), brush, landscaping, or silvicultural materials (including logging or woody residues, slash, overhead prunings) wood, wood products (including untreated lumber and wood scraps, sawdust, sanderdust, chips, millings, shavings), and any other woody or plant material 1.2 Interpretation 1.2.1 A reference to an exhibit, schedule, article, section or other provision shall be, unless otherwise specified, a reference to exhibits, schedules, articles, sections or other provisions of this Agreement, which exhibits and schedules are incorporated herein by reference. 1.2.2 Any reference in this Agreement to another agreement or document shall be construed as a reference to that other agreement or document as the same may have been, or may from time to time be, varied, amended, supplemented, substituted, novated, assigned or otherwise transferred. 1.2.3 Any reference in this Agreement to "this Agreement," "herein," "hereof' or "hereunder" shall be deemed to be a reference to this Agreement as a whole and not limited to the particular article, section, exhibit, schedule, or provision in which the relevant reference appears and to this Agreement as varied, amended, supplemented, substituted, novated, assigned or otherwise transferred from time to time in accordance with the terms of this Agreement. 1.2.4 References to any Person shall, where appropriate, include any successors, transferees and permitted assigns of such Person. 1.2.5 References to the term "includes" or "including" shall be deemed to mean "includes, without limitation" or "including, without limitation ". 1.2.6 Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender and (ii) words using the singular or plural number also include the plural or singular number, respectively. 1.2.7 Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. In the event any action or payment is required to be made by either Party upon a day which is not a Business Day, such action or payment shall be deemed to fall due on the next following Business Day. 1.2.8 Unless the context otherwise requires, a reference to any Applicable Laws includes any amendment, modification or successor thereto. 1.2.9 In the event of a conflict between the body of this Agreement and any exhibit or schedule hereto, the body of this Agreement shall prevail. 1.2.10 Conflicts or discrepancies, errors or omissions in this Agreement or the various documents delivered in connection with this Agreement will not be strictly construed against the drafter; rather, they shall be resolved by applying the most reasonable interpretation under the circumstances, giving full consideration to the intentions of the Parties at the time of contracting. 2. TERMOFAGREEMENT 2.1 Term The Initial Term of this Agreement is anticipated to commence on November 19, 2017, but the date of commencement shall be the date specified in the Notice to Proceed issued by the County and shall continue for a period of approximately 7 years expiring on September 30, 2024, unless earlier terminated or extended in accordance with the terms herein. 2.2 Option to Extend. The County shall have the option to renew this Agreement under the same terms and conditions as are set forth herein for two (2) additional (5) year periods at the County's sole discretion. Any renewal must be in writing and signed by the parties. To exercise such option to extend, the interested Party shall provide the other Party with written notice no less than one year prior to the scheduled expiration of the initial Term or the extended term, as applicable. 3. COMPENSATION 3.1 PAYMENT SUM The COUNTY shall pay the CONTRACTOR $64.75 /per ton for the CONTRACTOR'S performance of this Agreement, and shall be the full, entire and complete compensation due to CONTRACTOR for all costs necessary to perform all services required by this Agreement in the manner and at the times prescribed and is all- inclusive of services on a per ton of yard waste basis (as measured by arriving vehicle weights at the respective Transfer Stations). 3.2 PAYMENTS For its assumption and performances of the duties, obligations and responsibilities set forth herein, the CONTRACTOR shall be paid monthly. Payment will be made pursuant to the Local Government Prompt Payment Act 218.70, Florida Statutes. (A) If the CONTRACTOR'S duties, obligations and responsibilities are materially changed by amendment to this Agreement after execution of this Agreement, compensation due to the CONTRACTOR shall be equitably adjusted, either upward or downward; (B) As a condition precedent for any payment due under this Agreement, the CONTRACTOR shall submit monthly, unless otherwise agreed in writing by the COUNTY, a proper invoice to COUNTY requesting payment for services properly rendered and reimbursable expenses due hereunder. The CONTRACTOR'S invoice shall describe with reasonable particularity the service rendered. The CONTRACTOR'S invoice shall be accompanied by such documentation or data in support of expenses for which payment is sought at the COUNTY may require. Annual Percentage Change The contract amount agreed to herein will be adjusted annually in accordance with the annual change in the Consumer Price Index for all urban consumers ( "CPI -U ") for the most recent twelve (12) months available, ending in December, but shall not exceed 2.5 %. 3.3 BUDGET 3.3.1 The CONTRACTOR may not be entitled to receive, and the COUNTY is not obligated to pay, any fees or expenses in excess of the amount budgeted for this contract in each fiscal year (October 1 - September 30) by COUNTY's Board of County Commissioners. The budgeted amount may only be modified by an affirmative act of the COUNTY's Board of County Commissioners. 3.3.2 The COUNTY's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners and the approval of the Board members at the time of contract initiation and its duration. If the payment sum of the contract exceeds the budgeted amount, the COUNTY will provide notice to the CONTRACTOR and the COUNTY will not be obligated to pay beyond the date as set forth in the notice, other than for services already performed or for payment for moneys due. 4. REPRESENTATIONS AND WARRANTIES By executing this Agreement, CONTRACTOR makes the following express representations and warranties to the COUNTY: 4.1 Organization /Authorization CONTRACTOR is a Florida Limited Liability Corporation, validly existing and in good standing under the laws of the State of Florida. It is qualified to transact businesses in the State of Florida and has the power to own its properties and to carry on its business as now owned and operated and as required by this Agreement. CONTRACTOR has the authority to enter into and perform its obligations under this Agreement. Members of CONTRACTOR has /have taken all actions required by Applicable Law and its organizational documents to authorize the execution of this Agreement. The Person signing this Agreement on behalf of CONTRACTOR has authority to do so. The CONTRACTOR has provided information relied upon by the COUNTY. If the CONTRACTOR has omitted or misrepresented information provided to the COUNTY in the CONTRACTOR'S response to the Request for Proposal for yard waste processing services, including information relating to claims and litigation, and it is discovered after contract is awarded, the COUNTY may, in its discretion, terminate the contract with no liability to the COUNTY other than to pay the contract price or unit price for work that is satisfactorily completed and useful to the COUNTY up to the date of the meeting of the Board of County Commissioners terminating the contract. 4.2 Professional Standards The CONTRACTOR has become familiar with the Project site and the local conditions under which the Work is to be completed. Contractor has the expertise and professional and technical capability to perform all of its obligations under this Agreement and is ready, willing and able to so perform. Contractor holds, or shall hold, through its dully licensed sub - contractors, all requisites licenses, certifications and other authorizations to perform each and any of its obligations under the Contract Documents. The CONTRACTOR assumes full responsibility to the extent allowed by law with regards to his performance and those directly under his employ. The CONTRACTOR'S services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of Scope of Service under this Agreement. CONTRACTOR has the expertise and professional and technical capability to perform all of its obligations under this Agreement and is ready, willing and able to so perform. In providing all services pursuant to this agreement, the CONTRACTOR shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the CONTRACTOR. 4.3 Compliance with Law In providing all services pursuant to this agreement, the CONTRACTOR shall abide by all Applicable Law pertaining to, or regulating the provisions of such services, including those now in effect and hereinafter adopted. Any violation of said Applicable Law shall constitute a material breach of this agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the CONTRACTOR. 10 4.4 Independent Contractor At all times and for all purposes under this agreement the CONTRACTOR is an independent contractor and not an employee of the Board of County Commissioners for Monroe County. No statement contained in this agreement shall be construed so as to find the CONTRACTOR or any of his /her employees, contractors, servants, or agents to be employees of the Board of County Commissioners for Monroe County. 4.5 Financial Condition CONTRACTOR has made available to COUNTY information on its financial condition, and that of its partners. CONTRACTOR recognizes that COUNTY has relied on this information in evaluating the sufficiency of CONTRACTOR's financial resources to perform this Agreement and of its partners guaranty such performance. To the best of CONTRACTOR's knowledge, this information is complete and accurate, does not contain any material misstatement of fact and does not omit any fact necessary to prevent the information provided from being materially misleading. 5. COUNTY'S RESPONSIBILITIES AND SERVICES 5.1 The COUNTY shall provide full information regarding requirements for the Scope of Services/Project. 5.2 The COUNTY shall designate a representative to act on the COUNTY's behalf with respect to the Project. The COUNTY or its representative shall render decisions in a timely manner pertaining to documents submitted by the CONTRACTOR in order to avoid unreasonable delay in the orderly and sequential progress of the CONTRACTOR'S services. 5.3 Prompt written notice shall be given by the COUNTY and its representative to the CONTRACTOR if they become aware of any fault or defect in the Project or non - conformance with the Agreement Documents. Written notice shall be deemed to have been duly served if sent pursuant to Article 9. 5.4 The COUNTY shall furnish the required information and services and shall render approvals and decisions as expeditiously as necessary for the orderly progress of the CONTRACTOR'S services and work of the contractors. 5.5 Any information that may be of assistance to the CONTRACTOR that the COUNTY has immediate access to will be provided as requested. 5.6 County Collection, Delivery and Handling 5.6.1 Collection of Yard Waste County will collect, or cause its agents and contractors to collect, all residential Yard Waste created or generated within the County Service Area at County's expense. While the County has no obligation to provide a minimum amount of Yard Waste, the County shall not allow the diversion of residential Yard Waste by its agents and contractors. County acknowledges that Contractor's rights to receive all residential Yard Waste generated within the County's Service Area during the Term is exclusive, subject only to interruption or reduction as a result of a storm event. 11 5.6.2 Third -Party Waste Contractor may contract with other Persons to acquire and process Third -Party Waste and other waste streams on such terms as are acceptable to Contractor, in its sole discretion, subject to Contractor's compliance with all Applicable Laws and performance of its obligations to County under this Agreement. Contractor shall weigh and document all such deliveries for reporting to the County, DEP, and other applicable Governmental Authorities. County may also report and receive credit, as applicable, for all such Third -Party Waste for purposes of its obligations pursuant to Fl. Stat. Chapter 403.706 (2013) and related laws. 5.6.3 Delivery; Acceptance County or its agents and contractors will transport and deliver Acceptable Waste to a Point of Delivery at any Transfer Station at County's expense for Delivery to Contractor. Acceptable Waste shall contain no Hazardous Substances and no material amounts of other Prohibited Material. Contractor shall have the right to inspect all Acceptable Waste prior to Acceptance for the presence of Hazardous Substances or excessive amounts of Prohibited Materials. In the event Hazardous Substances or excessive amounts of Prohibited Materials are detected in any portion of Acceptable Waste delivered by County, Contractor may reject such Acceptable Waste. County shall be obligated, at its expense, to (i) segregate and remove all Hazardous Materials, at its expense, in accordance with Applicable Laws, and (ii) remove such Prohibited Materials as are necessary for the applicable Acceptable Waste to contain less than 1 /20F 1% BY WEIGHT of Prohibited Materials measured by weight and meet other Applicable Law. If County successfully removes all Hazardous Materials and sufficient Prohibited Materials to allow the Acceptable Waste to meet the standards for Prohibited Materials Contractor shall accept the Acceptable Waste. The County may request that Contractor remove and dispose of Hazardous Materials (either at the Transfer Stations or at the Facility if discovered at the Facility) or excess Prohibited Materials (to the extent allowed by Contractor's Permits) and if Contractor agrees, County will reimburse Contractor its actual and reasonable expenses incurred for such disposal, as documented to County, plus 15 percent. Contractor shall remove all Accepted Acceptable Waste in the time periods required by DEP regulations and prior to removal, handling and storage of such Acceptable Waste shall comply with all applicable DEP regulations and other Applicable Laws. 5.6.4 Station Operator County contracts with one or more third parties for collection and delivery, and /or hauling of waste at the Transfer Stations. County, as the Station Operator, will cooperate with Contractor's requirements for access to the Transfer Stations and use of the Transfer Station sites for the performance of Contractor's obligations under this Agreement. Contractor shall promptly notify County of any interference with Contractor's activities or access by any third parties which adversely affects Contractor's performance of its obligations hereunder. At other Points of Delivery controlled by County, County will provide Contractor with necessary access, and instruct any agents or contractors of County to cooperate with Contractor. 6. CONTRACTOR'S SERVICES AND OBLIGATIONS CONTRACTOR shall process all County Yard Waste delivered to the Transfer Stations in accordance with FDEP rules and regulations, which results in 100% Recycling Credit for Monroe County in accordance FDEP standards. 6.1 Acceptance of Acceptable Waste Contractor shall accept all Yard Waste and other Acceptable Waste, delivered by County at the designated Delivery Point at each Transfer Station. Contractor may elect to grind, chip or process 12 Yard Waste or otherwise process Acceptable Waste at the Transfer Stations after Acceptance by Contractor to reduce volume or ease handling for transport, at Contractor's expense. For other forms of Acceptable Waste not deliverable to Transfer Stations, County and Contractor shall identify applicable Points of Delivery owned or controlled by County, and necessary areas at each such Point of Delivery for County to deliver and Contractor to accept such Acceptable Waste. Sewage Solids are expected to be delivered at each treatment site identified by County and accepted by Contractor upon loading at each treatment site. 6.2 Loading Loading of Acceptable Waste delivered to Contractor for further transport shall be the responsibility of Contractor. Contractor may contract separately for loading services with a third party, or perform the loading services itself, in its discretion. If Contractor elects to have a third -party provide loading services, County agrees to allow such Person necessary access to the applicable Transfer Station or other Point of Delivery to perform such services, subject to all Applicable Laws and County safety and security requirements for the Transfer Station or other Point of Delivery. County shall make available, or cause any Station Operator to make available, sufficient room and access to each Transfer Station or other Point of Delivery necessary for Contractor to load its transport vehicles. Contractor will have access to the Transfer Stations to perform its handling and loading of Acceptable Waste during the hours of 8:00 a. m. to 4:00 p. m. Monday through Saturday, except on Holidays. Transfer Stations are closed Sundays, Thanksgiving Day, Christmas Day and New Year's Day. The Parties may agree to adjust handling and loading hours. 6.3 Transport Contractor shall be responsible for transporting, or arranging for transport of, all delivered Acceptable Waste for each Point of Delivery to the Facility at Contractor's expense. Contractor shall use commercially reasonable efforts to transport Acceptable Waste from each Transport Station or other Point of Delivery as sufficient volumes accumulate for efficient and economical processing and transport, and shall not allow the accumulation of Acceptable Waste at any Transfer Station in a manner or amounts so as to interfere with Transfer Station operations or cause any substantial impact upon public health, safety or the environment, create a cause of action for nuisance or which creates any liability, penalty, or cause of action against the County for violation of any Applicable Law, including DEP regulations and any Environmental Law. 6.4 Weighing of Incoming Yard Waste All Yard Waste to be processed by the CONTRACTOR will be weighed at the County's Transfer Stations upon arrival by County collection haulers. County shall weigh and register County's trucks and transport vehicles and the vehicles of any other Persons delivering Acceptable Waste for which County will receive credit and pay Contractor hereunder arriving at any Transfer Station before unloading Acceptable Waste. Once unloaded, County shall weigh each vehicle again and record the difference, with all such amounts, empty and loaded, for each vehicle provided to Contractor. County shall calibrate and maintain all scales at the Transfer Stations periodically as required by Applicable Laws or the original manufacturer, and shall provide copies to Contractor of all inspection reports or certificates attesting to the accuracy of each scale. Scales shall be accurate within one (1) percent. If either Contractor or County believes that any scale is registering inaccurately, it may request an inspection or test of the scale by an independent Person; if no inaccuracy greater than one percent is detected, the Party requesting the test shall be responsible for the costs of the test. If the test detects an inaccuracy greater than one (1) percent, the scale shall be recalibrated at County's expense, and the cost of the test shall be the responsibility of the County. No adjustments to 13 previously recorded weights shall be made unless it appears from any test that the inaccuracy affected measurement of empty vehicles differently than loaded vehicles, or unless the detected inaccuracy was greater than three (3) percent. In the event of either such circumstance, the Parties shall use the best available information to adjust weights for loads during the period of inaccuracy (not to exceed 180 days), including historical weights of empty vehicles and weights for loaded vehicles taken at the Facility, if any. 6.5 Weighing of Agnroved Products and Other Outbound Materials. CONTRACTOR shall weigh all Approved Products just prior to the time the Approved Products leave the Facility. In addition, CONTRACTOR shall weigh and report all other materials that are sent off -site from the Facility, including Residue. 6.6 Labor and Equipment CONTRACTOR shall provide and maintain all labor, equipment, tools, facilities, and personnel supervision required for the performance of CONTRACTOR's obligations under this Agreement. CONTRACTOR shall at all times have sufficient backup equipment and labor to fulfill CONTRACTOR's obligations. The enumeration of, and specification of requirements for, particular items of labor or equipment shall not relieve CONTRACTOR of the duty to furnish all others that may be required, whether enumerated or not. No compensation for CONTRACTOR's services or for CONTRACTOR's supply of labor, equipment, tools, facilities, or supervision shall be provided or paid to CONTRACTOR by COUNTY or by any service recipient except as expressly provided by this Agreement. 6.7 Vehicle Registration, Licensing and Inspection All vehicles used by CONTRACTOR in the performance of services under this Agreement shall be in compliance with all registration, licensing and inspection requirements of the Florida Highway Patrol, the Florida Department of Motor Vehicles, and any other applicable laws or regulations. CONTRACTOR may be subject to administrative charges for not complying with all applicable laws or regulations for vehicle registration, licensing and inspection. CONTRACTOR shall maintain copies of all certificates and reports evidencing compliance, and shall make such certificates and reports available for inspection upon request by the COUNTY Representative. CONTRACTOR shall not use any vehicle to perform services under this Agreement that is not in compliance with applicable registration, licensing and inspection requirements. 6.8 ReserveEquinment CONTRACTOR shall have available to it, at all time, reserve Yard Waste Processing Services equipment which can be put into service and operation within twenty -four (24) hours of any breakdown. Such reserve equipment shall correspond in size and capacity to the equipment used by CONTRACTOR to perform the services required by this Agreement. 6.9 PersonnelReauirements 6.9.1 General Manager Qualifications CONTRACTOR shall have a qualified general manager or other individual directly responsible 14 for performance under this Agreement with experience in performing the same or similar functions. Upon COUNTY request, CONTRACTOR shall provide a written description of its general manager's duties, responsibilities, and commitments to parties other than the COUNTY, including duties and responsibilities related to CONTRACTOR management activities, and other collection, processing or disposal operations. The written description shall be provided within fifteen (15) calendar days of the COUNTY request. 6.9.2 Access to General Manager The general manager shall be readily available to the COUNTY Representative and the Administrator through the use of telecommunications equipment at all times that CONTRACTOR is providing services pursuant to this Agreement. 6.9.3 Emergency Contact. CONTRACTOR shall provide the COUNTY Representative with emergency phone number(s) at which the general manager, and any other CONTRACTOR representative authorized to act on CONTRACTOR's behalf, can be reached outside of normal CONTRACTOR office hours. The emergency representative shall respond to any call from the COUNTY within one (1) hour. 6.9.4 Other Personnel Qualifications. CONTRACTOR shall employ and assign qualified personnel to perform all services set forth herein. CONTRACTOR shall be responsible for ensuring that its employees comply with all federal, state, and local laws applicable to their employment, responsibility, and position. 6.9.5 Management and Supervision CONTRACTOR shall at all times maintain a level of management and supervisory staffing sufficient to perform the services required by this Agreement. Upon COUNTY request, CONTRACTOR shall provide written identification of key management and supervisory personnel, and such additional related information as may reasonably be requested by the COUNTY, including but not limited to, organization chart(s), resumes, job descriptions, identification of current responsibilities, and allocation of time to responsibilities. 6.9.6 Training. CONTRACTOR shall provide the initial and ongoing personnel training necessary or required to perform the requirements of this Agreement. Training include, but may not be limited to, operational training, safety training programs, compliance with Equal Employment Opportunities (EEO), the Americans with Disabilities Act (ADA), and other training as more specifically described in the, Processing Plan. 6.10 ProcessinLFacility Capacity CONTRACTOR shall provide the Yard Waste Processing Facility, or provide alternate capacity, adequate for Processing all Yard Waste Accepted pursuant to this Agreement. 6.10.1 Facility Permitsand Licenses 15 CONTRACTOR shall be solely responsible for obtaining, at its own expense, any and all permits, licenses, and approvals necessary for the transportation, or Processing and Transfer of materials Accepted in the performance of Yard Waste Processing Services, and maintain same in full force and effect throughout the term of the Agreement. 6.10.2 Proof of Permits. CONTRACTOR shall provide proof of such permits, licenses, or approvals and shall demonstrate compliance with the terms and conditions of such permits, licenses, and approvals upon the request of the COUNTY Representative. 6.10.3 Compliance. CONTRACTOR shall at all times ensure that it is in full compliance with all Applicable Law with respect to performance of its obligations hereunder. 6.10.4 Facility Access CONTRACTOR shall at all times, with reasonable verbal notice, provide the COUNTY Representative with access to any facilities engaged in providing Yard Waste Processing Services. CONTRACTOR may be subject to administrative charges for failing to provide access under this Section. 6.10.5 Hours ofOneration The Yard Waste Processing Facilitv shall be open on the following schedule: 6.10.6 Office Hours CONTRACTOR and staff shall be available to COUNTY staff Monday through Friday from 8:30 AM to 5:00 PM, or as otherwise approved by the COUNTY Representative. 6.11 Holiday Service COUNTY observes Thanksgiving Day, December 25th, and January 1st as legal holidays. CONTRACTOR shall not be required to provide Yard Waste Processing Services, nor to maintain office hours, on these designated holidays. 6.12 Transition CONTRACTOR understands and agrees that the time between the Award of the Contract and the Effective Date and /or the Notice to Proceed, will be limited and the Contractor is responsible for full implementation of the Scope of Services. The County intends to provide limited but sufficient time to the CONTRACTOR to reach full level of processing capacity, make all appropriate marketing arrangements to market the Approved Products, and to complete all other requirements necessary to fully implement the Project. CONTRACTOR shall follow the activities specified in Transition and Implementation Plan, during the period between the Effective Date and the Notice to Proceed. The Transition and Implementation Plan may be modified from time to time by mutual written agreement of CONTRACTOR and the COUNTY Representative in order to provide a smooth 16 transition of services, provided that no such modification shall extend any time for performance beyond the dates set forth in this Agreement. Failure to adhere to Transition and Implementation Plan, is subject to administrative charges. Unresolved requirements before the end of the transition period may constitute a default under Article 16 of the Agreement. 6.12 OwnershipofMaterial Title to the Yard Waste shall pass to CONTRACTOR when the CONTRACTOR takes possession of the material at each of the three Transfer Stations. 6.13 Litter Abatement CONTRACTOR shall not litter premises in the process of providing the services required by this Agreement. CONTRACTOR shall transport or cause the transport of all Yard Waste Material and Residue in such a manner as to prevent the spilling or blowing of such waste from CONTRACTOR's vehicle. CONTRACTOR agrees to clean up litter at the Yard Waste Processing Facility within two (2) hours of receiving notice from the COUNTY. Notice may be given by telephone, electronic mail ( "email "), or facsimile. 6.14 Processing Services CONTRACTOR shall ensure that the Yard Waste is processed in accordance with the Processing Plan. 6.15 DisposalofResidue CONTRACTOR shall properly dispose of any and all Residue removed at the Yard Waste Processing Facility in accordance with this Agreement, at the sole expense of the CONTRACTOR. 6.16 Ann roved Products CONTRACTOR shall ensure that all Yard Waste Accepted pursuant to this Agreement is processed only into the Approved Products listed as follows: Compost Solid waste which has undergone biological decomposition of organic matter, has been disinfected using composting or similar technologies, and has been stabilized to a degree that is potentially beneficial to plant growth and that is used or sold for use as a soil amendment, artificial top soil, growing medium amendment or other similar uses. Composting is the process by which biological decomposition of organic solid waste is carried out under controlled aerobic conditions, and that stabilizes the organic fraction into a material which can easily and safely be stored, handled and used in an environmentally acceptable manner. The presence of anaerobic zones within the composting material will not cause the process to be classified as other than composting. 17 Wood and Fiber Mulch Products generated from the carbon fraction of Yard Waste by composting the Yard Waste to eliminate weed seeds, and processing the Yard Waste into a material that can be used by contractors and landscapers to mulch areas for the control of weeds or erosion. Green Soil Amendment Material produced from the immature unders from the initial Yard Waste pre- screening or grinding process that are not placed into windrows for composting but can be used as a weed control product, or as an amendment to soil via disking or land application. Land application does not include use as a cover material for a landfill operation. Top Soil Additive A material made from fines blended with soils where the fines are generated from stockpiled overs from the composting process (e.g., tree trimmings) that are placed in windrows and periodically turned and screened to produce the fines. 6.16.1 Additional Annroved Products In the event additional products are identified by CONTRACTOR, CONTRACTOR may make written request for approval of such additional products to the Administrator. However, CONTRACTOR may not Process, or allow Processing of, Yard Waste Streams into any such additional products unless these products are approved by the Administrator in writing. It is expressly understood that the Administrator may reject additional products and that nothing herein shall in any way be deemed to require the Administrator to authorize any additional products as Approved Products. 6.17 Marketing Services CONTRACTOR shall develop and maintain stable, highest, and best -use markets for the Approved Products. CONTRACTOR shall maintain such records as are necessary and sufficient to verify that Yard Waste Accepted pursuant to this Agreement are Processed into and marketed as Approved Products. Upon the request of the COUNTY Representative, CONTRACTOR shall make available for inspection the following sales information for all Approved Products Sold or donated: buyer, end user, or secondary or tertiary processors that received the Approved Products. Compost Giveback Program for County Residents: CONTRACTOR will provide up to 100 cubic yards of finished compost in bulk form per year per Transfer Station at no additional cost to the COUNTY in support of this program. 6.18 EmergencvService The CONTRACTOR has established that it is able to manage and handle larger than normal amounts of yard waste generated as a result of a storm event. The CONTRACTOR will establish a 18 program to identify and manage Yard Waste which requires emergency handling and processing. The COUNTY, at its sole option, shall notify the CONTRACTOR if emergency handling and processing is required. If emergency handling is reasonably and mutually agreed to by COUNTY and CONTRACTOR, an emergency handling and disposal fee may be negotiated between the COUNTY and CONTRACTOR. It is understood that the COUNTY has a contractor for debris removal services in the event of a declaration of an emergency by The Governor, Local Officials, or the Federal Emergency Management Agency (FEMA) pursuant to the Stafford Act, 42 U.S.C. Section 5121 -5207 and 44 CFR Part 206, in each case as amended due to a severe storm management of disposal of Yard Waste may be assumed by FEMA, in which case the debris removal services' contractor, retained by the County or other State or Local Agency in accordance FEMA- approved procurement provisions and in accordance with other provisions of the CFR, will be responsible for removal and disposal of Yard Waste during the period of FEMA's jurisdiction. To the extent that the COUNTY is operating under a declared state of emergency or if FEMA asserts control of such Yard Waste, the COUNTY shall not be deemed in violation of exclusive obligation to CONTRACTOR. 6.19 Contingency. CONTRACTOR shall follow the procedures set forth in the Contingency Plan, as provided in the Contractor's Proposal for circumstances when operations at the Yard Waste Processing Facility are diminished or unavailable for any reason. 7 Uncontrollable Circumstances 7.1 Defined. (a) An Uncontrollable Circumstance shall mean any act, event or condition, whether affecting the Facility, the County, the Contractor, or any of the Parties' subcontractors, and only to the extent that it materially and adversely affects the ability of either Party to perform any obligation under this Agreement (except for payment obligations), if such act, event or condition is beyond the reasonable control of the Party affected and is not also the result of the willful or negligent act, error or omission or failure to exercise reasonable diligence on the part of the Party relying thereon as justification for not performing an obligation or complying with any condition required of such Party under this Agreement, which may include, but is not limited to, any of the following: (1)an act of God (but not including ordinary inclement weather experienced in the geographic area of the Facility, a Transfer Station or other applicable location), landslide, lightning, earthquake, fire, explosion, flood, sabotage or similar occurrence, acts of a public enemy or terrorism, hurricane, war, blockade or insurrection, riot or civil disturbance; (2)the failure of any applicable Government Authority or private utility having operational jurisdiction in the area of the Facility to provide and maintain utilities, services, water and sewer lines and power transmission lines to the Facility, or the failure or delay of any such agency to issue any Permits, which are required for the performance of Contractor's obligations, provided the delay or failure is not the result of any delay or failure on the part of Contractor to seek such utilities or Permits; (b) It is specifically understood that none of the following acts or conditions shall constitute Uncontrollable Circumstances, and shall not entitle the Contractor to any price, fee, schedule or other adjustments or relief hereunder: 19 (1) changes in general economic conditions, interest or inflation rates, or currency fluctuation, or in other underlying costs, that affect the cost of any Party's performance, except as otherwise set forth herein; (2) changes in the financial condition of a Party or any of its Affiliates or any subcontractor affecting their respective ability to perform their respective obligations; (3) the consequences of error, neglect or omissions by a Party or any of its employees, agents, subcontractors of any tier, suppliers or Affiliates in the performance of the applicable obligations; (4) the failure of a Party to secure patents or licenses or similar authorizations in connection with any technology or intellectual property necessary to perform its obligations hereunder; (5) the failure of any subcontractor or supplier to furnish labor, services, material, supplies or equipment on the dates agreed to or otherwise perform their obligations, except where such failure is due to Uncontrollable Circumstances; (6) strikes, work stoppages, or other labor disputes or disturbances, or union or labor work rules, requirements or demands which have the effect of increasing the number of employees employed at the Facility or otherwise increasing the cost or burden to a Party of performing its obligations; (7) the availability or lack of availability of markets for the sale or disposal of the Approved Products. 7.2 Remedial Action A Party shall not be liable to the other Party in the event it is prevented from performing its obligations hereunder in whole or in part due to an event of Uncontrollable Circumstances. The Party rendered unable to fulfill any obligation by reason of an Uncontrollable Circumstances shall take all action necessary to remove such inability with all due speed and diligence. The nonperforming Party shall be prompt and diligent in attempting to remove the cause of its failure to perform, and nothing herein shall be construed as permitting that Party to continue to fail to perform after said cause has been removed. However, the obligation to use due diligence shall not be interpreted to require resolution of labor disputes by acceding to demands of the opposition when such course is inadvisable in the discretion of the Party having such difficulty. 7.3 Notice. In the event of any delay or nonperformance resulting from Uncontrollable Circumstances, the Party suffering the event of Uncontrollable Circumstances shall, as soon as practicable, but no later than twenty -four (24) hours after the occurrence or the Party's knowledge of the occurrence of the Uncontrollable Circumstances event, notify the other Party in writing of the nature, cause, date of commencement thereof, and the anticipated extent of any delay or interruption in performance. 20 7.4 Tax Credits Contractor shall be responsible to apply for any tax credits, grants, financial assistance, subsidized loans or other tax treatment or credit support available to Contractor or its Affiliates or the Facility, and the compensation terms of this Agreement shall not be modified based on Contractor's success or failure in receiving any such support or assistance. County shall have no right to receive or benefit from any such tax or cash benefits. 7.5 Subcontractors Contractor shall be entitled to use qualified subcontractors to perform any of its obligations under this Agreement, provided that the use of subcontractors shall not relieve Contractor of its liability for such obligations. Contractor shall identify all subcontractors to County with which it will contract to perform any portion of its services under this Agreement after the Notice to Proceed and whose contract is valued at greater than $200,000 annually or $500,000 in the aggregate. Contractor shall not use any subcontractor which has been formally charged with or committed a "public entity crime" as described in Article 24. 8 RECYCLING CREDITS /DIVERSION AND PERFORMANCE STANDARDS 8.1 Minimum Recycling Credits Upon the Notice to Proceed, CONTRACTOR shall achieve Recycling Credits of 100% for Yard Waste. 8.2 Failure to Achieve Minimum Recycling Credits CONTRACTOR acknowledges and agrees that failure to meet the minimum Recycling Credits/Diversion Standards set forth in this Article may result in the termination of this Agreement or the imposition of administrative charges as provided in Exhibit A. 9 NOTICES All written correspondence to the COUNTY shall be dated and signed by an authorized representative of the CONTRACTOR. Any notice required or permitted under this Agreement shall be in writing and hand delivered or mailed, postage pre -paid, to the other Party by certified mail, return receipt requested, or sent by telecopier or email with receipt acknowledgement, to the following: Kevin Wilson Assistant County Administrator Solid Waste Department Monroe County 1100 Simonton Street, Room 2 -216 21 Key West, Florida 33040 And: Mr. Roman Gastesi Monroe County Administrator 1100 Simonton Street, Room 2 -205 Key West, Florida 33040 For the Contractor: Jed Brownie Brownie Companies, LLC 385 N.E. Baker Road Stuart, FL 34994 And: Roger W. Peterson Residual Solutions, Inc. 123 19 Avenue S St. Petersburg, FL 33705 10 ADDITIONAL SERVICES 10.1 Additional services are services not included in the Scope of Services/Project. Should the COUNTY require additional services they shall be paid for by the COUNTY at rates or fees negotiated at the time when services are required, but only if approved by the COUNTY before commencement. 10.2 If Additional Services are required the COUNTY shall issue a letter requesting and describing the requested services to the CONTRACTOR. The CONTRACTOR shall respond with a fee proposal to perform the requested services. Only after receiving an amendment to the Agreement and a notice to proceed from the COUNTY, shall the CONTRACTOR proceed with the Additional Services. 11 INDEMNIFICATION AND HOLD HARMLESS 11.1 Indemnification Contractor agrees to defend, indemnify, and hold each other, and their respective officers, directors, employees, and agents, harmless from and against all losses, damages and liabilities for personal injury or death to Persons and damage to each other's physical property or facilities or the property of any other Person to the extent arising out of, resulting from, or caused by the negligent or intentional acts, errors, or omissions of the Contractor. Furthermore, Contractor shall defend, indemnify, and hold the other harmless from and against all such losses, damages and liabilities that were incurred or suffered and that relate to the Contractor's breach or failure to perform any of the covenants, agreements, obligations, representations, or warranties contained in this Agreement. Nothing in this Section shall relieve Contractor or County of any liability to the other for any breach of this Agreement. This indemnification obligation shall apply notwithstanding any negligent or intentional acts, errors or omissions of the indemnitees but the Contractor's liability to pay damages to the indemnified Party shall be reduced in proportion to the percentage by which the indemnitees' 22 negligent or intentional acts, errors or omissions caused the damages. Neither Party shall be indemnified for damages resulting from its sole negligence or willful misconduct. These indemnity provisions shall not be construed to relieve any insurer of its obligation to pay claims consistent with the provisions of a valid insurance policy. 11.2 Consideration The first ten dollars ($10.00) of remuneration paid to the CONTRACTOR is for the indemnification provided for above. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. Should any claims be asserted against the COUNTY by virtue of any deficiency or ambiguity in the plans and specifications provided by the CONTRACTOR, the CONTRACTOR agrees and warrants that he shall hold the COUNTY harmless and shall indemnify him from all losses occurring thereby and shall further defend any claim or action on the COUNTY'S behalf. 11.3 Delay in Insurance In the event the completion of the project (to include the work of others) is delayed or suspended as a result of the CONTRACTOR'S failure to purchase or maintain the required insurance, the CONTRACTOR shall indemnify COUNTY from any and all increased expenses resulting from such delays. Should any claims be asserted against COUNTY by virtue of any deficiencies or ambiguity in the plans and specifications provide by the CONTRACTOR the CONTRACTOR agrees and warrants that CONTRACTOR hold the COUNTY harmless and shall indemnify it from all losses occurring thereby and shall further defend any claims or action on the COUNTY'S behalf. 11.4 No Waiver The extent of liability is in no way limited to, reduced or lessened by the insurance requirements contained elsewhere within the Agreement. 11.5 Survival This indemnification shall survive the expiration or early termination of the Agreement. 12 INSURANCE 12.1 The CONTRACTOR shall obtain insurance as specified and maintain the required insurance at all times that this Agreement is in effect. In the event the completion of the project (to include the work of others) is delayed or suspended as a result of the CONTRACTOR'S failure to purchase or maintain the required insurance, the CONTRACTOR shall indemnify the COUNTY from any and all increased expenses resulting from such delay. 12.2 The coverage provided herein shall be provided by an insurer with an A.M. Best rating of VI or better, that is licensed to business in the State of Florida and that has an agent for service of process within the State of Florida. The coverage shall contain an endorsement providing sixty (60) days notice to the COUNTY prior to any cancellation of said coverage. Said coverage shall be written by an insurer acceptable to the COUNTY and shall be in a form acceptable to the COUNTY. 12.3 CONTRACTOR shall obtain and maintain the following policies: 23 A. Workers' Compensation insurance as required by the State of Florida, sufficient to respond to Florida Statute 440. B. Employers Liability Insurance with limits of $1,000,000 per Accident, $1,000,000 Disease, policy limits, $1,000,000 Disease each employee. C. Comprehensive business automobile and vehicle liability insurance covering claims for injuries to members of the public and /or damages to property of others arising from use of motor vehicles, including onsite and offsite operations, and owned, hired or non -owned vehicles, with One Million Dollars ($1,000,000.00) combined single limit and One Million Dollars ($1,000,000.00) annual aggregate. D. Commercial general liability, including Personal Injury Liability, covering claims for injuries to members of the public or damage to property of others arising out of any covered act or omission of the CONTRACTOR or any of its employees, agents or subcontractors or subcontractors, including Premises and /or Operations, Products and Completed Operations, Independent Contractors; Broad Form Property Damage and a Blanket Contractual Liability Endorsement with One Million Dollars ($1,000,000) per occurrence and annual aggregate. An Occurrence Form policy is preferred. If coverage is changed to or provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported must extend for a minimum of 48 months following the termination or expiration of this contract. E. Professional liability insurance of One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) annual aggregate. If the policy is a "claims made" policy, CONTRACTOR shall maintain coverage or purchase a "tail" to cover claims made after completion of the project to cover the statutory time limits in Chapter 95 of the Florida Statutes. F. COUNTY shall be named as an additional insured with respect to CONTRACTOR'S liabilities hereunder in insurance coverages identified in Paragraphs C and D. G. CONTRACTOR shall require its subcontractors to be adequately insured at least to the limits prescribed above, and to any increased limits of CONTRACTOR if so required by COUNTY during the term of this Agreement. COUNTY will not pay for increased limits of insurance for subcontractors. H. CONTRACTOR shall provide to the COUNTY certificates of insurance or a copy of all insurance policies including those naming the COUNTY as an additional insured. The COUNTY reserves the right to require a certified copy of such policies upon request. If the CONTRACTOR participates in a self - insurance fund, a Certificate of Insurance will be required. In addition, the CONTRACTOR may be required to submit updated financial statements from the fund upon request from the COUNTY. 24 13 ENVIRONMENTAL LIABILITY 13.1 No Environmental Liability - Contractor Contractor shall have no Environmental Liability or other legal responsibility for any violation of any Environmental Laws arising from or related to any Transfer Station or any other Point of Delivery controlled or owned by County or County's collection and handling of Acceptable Waste prior to its Acceptance by Contractor, including, but not limited to (i) any existing Hazardous Substances at any Transfer Station or any other Point of Delivery controlled or owned by County, or the future use, release, handling or disposal of Hazardous Substances by Station Operator or any Person other than Contractor and its agents and subcontractors at any Transfer Station or any other Point of Delivery controlled or owned by County; (ii) any Hazardous Substances present in any Yard Waste or Acceptable Waste or their handling, release or disposal except as assumed by Contractor pursuant to Section 5.6.3; or (iii) compliance of any Transfer Station or any other Point of Delivery controlled or owned by County with any other Environmental Laws. Contractor shall have no Environmental Liability for Hazardous Substances or Prohibited Materials present in any Applicable Waste, even if the amount of such Prohibited Materials or Hazardous Substances is less than the threshold for rejection by Contractor as set forth in Section 5.6.3. In the event that Contractor does not discover Hazardous Substances in any Acceptable Waste until after Acceptance and transport to the Facility, County shall remain responsible for Environmental Liability associated with or arising from such Hazardous Substances and Contractor's disposal or other handling of such Hazardous Substances in compliance with Environmental Laws, except where Contractor fails to dispose or handle such Hazardous Substances in compliance with Environmental Laws. 13.2 No Environmental Liability — County The County shall have no Environmental Liability or other legal responsibility arising from or related to Contractor's performance of its obligations under this Agreement at the Facility or any Back -Up Facility. 14 Re on rting Requirements. 14.1 Summary of Monthly, Quarterly, and Annual Reporting Requirements. 14.1.1 Operational Data. The following table identifies the operational data the CONTRACTOR shall routinely submit. Operational Data Monthly Quarterl Annuall Tons Delivered X Tons Rejected X Tons Accepted X Tons Processed X 25 Tons Sold (list separately by the Monthly uarterl Annual' type of Approved Product X classification and include total X Tons Sold) X X Recycling Credit generated X X as per D Significant Events I I X 14.1.2 Financial Information. The following table identifies the financial information the CONTRACTOR shall routinely submit. Financial Information Monthly uarterl Annual' Amount billed to COUNTY X COUNTY fees or payments (if any) due X COUNTY past due amount X Audited Financial Statements X 14.1.3 Monthly Reports. 14.1.3.1 Tons Delivered, Reiected, Accepted, Processed, and Sold The tons Delivered, Accepted, Processed, and Sold shall be calculated using daily Tonnage reports from the scale house data management system. Note that the tons Accepted shall be calculated as the tons Delivered less tons Rejected. Tons Accepted shall separately treat tons Accepted on a conditional basis. 14.1.3.2 Recycling Credit/Diversion Rate. The Recycling Credits issued or provided by DEP to be provided to County as and when avai able from DEP. 14.1.4 Quarterly Reports. 14.1.4.1 Significant Events CONTRACTOR shall discuss any significant events that have impacted or will impact the organization and /or the Y a r d W a s t e Processing Facility including, but not limited to, operational changes related to receipt, Acceptance, Processing, marketing, Residue Disposal, hazardous materials, and notices of violations. CONTRACTOR shall describe the potential consequences of such events and plans to mitigate such consequences. 14.1.5 Annual Reports. 14.1.5.1 Summary of Monthly Data. Annual reports shall include a summary report that presents all monthly data required by the monthly reporting requirements and shall include an annual total for each item reported. 14.1.5.2 Audited Financial Statements Within one hundred twenty (120) calendar days after the close of CONTRACTOR's fiscal year, CONTRACTOR shall deliver to the K COUNTY four (4) copies of the audited consolidated financial statements and profit and loss statements of CONTRACTOR for the preceding fiscal year. Financial statements shall include a supplemental combining schedule showing CONTRACTOR's results of operations, including the specific revenues and expenses in connection with the operations provided for in this Agreement from others included in such financial statements. The financial statements and footnotes shall be prepared in accordance with Generally Accepted Accounting Principles (GAAP) consistently applied and fairly reflecting the results of operation and CONTRACTOR's financial condition. Annual financial statements shall be audited, in accordance with Generally Accepted Auditing Standards (GAAS) by a Certified Public Accountant (CPA) who has malpractice insurance that covers auditing services rendered, is a member of the American institute of Certified Public Accountants (A I C P A) licensed (in good standing) to practice public accounting in the State of Florida as determined by the State of Florida Department of Consumer Affairs Board of Accountancy, and that the CPA opinion on CONTRACTOR's annual financial statements shall be unqualified, and shall contain the CPA's conclusions regarding the CONTRACTOR's accounting policies and procedures, internal controls, and operating policies. The CPA shall perform an evaluation and, if necessary, shall cite recommendations for improvement. 14.1.5.3 Officers, Board Members, Shareholders. CONTRACTOR shall provide names and addresses of all officers, board members, and agents, the names and addresses of stockholders owning more than 5% of any class of stock in the corporation, and creditors who are owed a debt equal to 5% or more of the company's total assets. 14.2 Report Format CONTRACTOR shall provide records to the COUNTY using an electronic format approved by the COUNTY Representative. The reports may be sent electronic mail (e- mail "), or if e- mail is not feasible, through an alternate electronic medium that is compatible with the COUNTY's software and computer systems. 14.3 Report Submittal CONTRACTOR shall submit the following reports in accordance with the deadlines set forth below. 14.3.1 Monthly Report. CONTRACTOR shall submit monthly reports to the COUNTY on or before the last day of the calendar month immediately following the monthly period covered by the report. 14.3.2 Quarterly Report. CONTRACTOR shall submit quarterly reports within thirty (30) days of the end of the previous calendar quarter. 27 14.3.3 Annual Report. CONTRACTOR shall submit annual reports on or before February 15th for the services provided in the previous calendar year. The final annual report covering the last six months of service shall be submitted by August 15th following termination of the Agreement. 14.3.4 Submittal Day Exceptions. If the last day of the month falls on a Saturday, Sunday or a designated holiday under this Agreement, the report is due on the next calendar day. 14.3.5 Submittal to COUNTY. All reports shall be submitted to the COUNTY Representative. 14.3.6 Late, Inaccurate, Incomplete Reports. Reports that are not filed by the due date or are incomplete or inaccurate are delinquent. CONTRACTOR shall submit a corrected report within thirty (30) calendar days of written notice from the COUNTY. Administrative charges may be imposed on CONTRACTOR for a late report, or failure to correct an inaccurate or incomplete report. 14.3.7 On- Request Reports. CONTRACTOR shall maintain current information regarding key personnel; vehicle inventory; composting data; lab tests of compost; all applicable local, state, or federal permits; Residue Disposal; Approved Product sales; and tonnage for materials Delivered, Rejected, Processed, Sold, and Disposed. 15 FINANCIAL ASSURANCE OF PERFORMANCE 15.1 Performance Bond CONTRACTOR shall furnish to the COUNTY Clerk, and keep current, a Performance Bond substantially similar to the form as set forth in Exhibit B, Form of Performance Bond, to this Agreement, for the faithful performance of this Agreement and all of CONTRACTOR's obligations arising hereunder ( "Performance Bond ") as follows: The Contractor shall provide to the Clerk and keep current the Performance Bond in effect under the Interim Agreement from the Commercial Operation Date through sixty (60) days after the expiration of the Term or until County issues a written release, whichever is earlier, for a minimum amount of $485,625 (25% of the estimated total annual Processing fee,). If the term of any Performance Bond or any alternative security is less than the Term of this Agreement, Contractor shall provide a renewed, extended or new Performance Bond or alternative security with a term commencing upon the expiration of the term of any prior Performance Bond or alternative security no less than sixty (60) days prior to the scheduled expiration date of the Performance Bond or alternative security. 28 15.1.1 Licensed Surety. The performance bond shall be executed by a surety company licensed to do business in the State of Florida; having an "A-" or better rating by A. M. Best or Standard and Poor's and included on the list of surety companies approved by the Treasurer of the United States. If the performance bond is shorter than the term of this Agreement, CONTRACTOR shall submit proof of renewal or extension at least ninety (90) calendar days prior to the performance bond expiration date. 15.2 Alternative Security. CONTRACTOR may request, and COUNTY may allow CONTRACTOR to provide the following alternative security for the performance of this Agreement in the same amount specified for the Performance Bond in the form of: (a) a prepaid irrevocable standby letter of credit from a financial institution satisfactory to the Administrator, which authorizes the County to withdraw funds in the event of a default under this Agreement; and approved as to form by the COUNTY Attorney; or (b) a certificate of deposit in the name of the COUNTY with a financial institution satisfactory to the Administrator. In the event alternative security is approved by the COUNTY, CONTRACTOR shall notify the COUNTY Representative within three (3) calendar days of any change in status. COUNTY may periodically request verification from the financial institution that issued the letter of credit regarding the status of the letter of credit. If the letter of credit is no longer in full effect, CONTRACTOR must cure the defect within five (5) calendar days. Failure to cure within this period may subject the CONTRACTOR to administrative charges. 15.3 Use of Security In addition to any other remedy available, the County may draw against the Performance Bond or alternative security to satisfy any obligations of Contractor to County, arising under this Agreement that the Contractor has not otherwise paid when due, after any required notice and opportunity to cure. Any failure to draw upon the Performance Bond or alternative security for amounts due to County shall not prejudice County's right to recover such amounts in any manner or at any other prejudice County's rights to recover such amounts in any other manner or at any other time. In the event the amount of the Performance Bond or alternative security shall be insufficient to pay any amount due to County in full (and Contractor has not otherwise paid such amount), Contractor shall replenish the Performance Bond or alternative security to its full amount within thirty (30) days. In the event Contractor fails to replenish the Performance Bond or alternative security and pay the applicable amount promptly when due, County shall have the right to termination the Agreement in accordance with Section 16.3 16 TERMINATION 16.1 Termination for Convenience Either of the parties hereto may cancel this Agreement without cause by giving the other party one - hundred and eighty (180) days written notice of its intention to do so. 16.2 Events of Default: 16.2.1 Events of Default for Contractor The following shall each constitute an Event of Default: a. CONTRACTOR shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of 29 creditors, or file a voluntary petition in bankruptcy (court) or a petition or answer seeking an arrangement for its reorganization or the readjustment of its indebtedness under the Federal bankruptcy laws or under any other law or statute of the United States or any state thereof, or consent to the appointment of a receiver, trustee or liquidator of all or substantially all of its property; or b. By order or decree of a Court, CONTRACTOR shall be adjudged bankrupt or an order shall be made approving a petition filed by any of its creditors or by any of the stockholders of CONTRACTOR, seeking its reorganization or the readjustment of its indebtedness under Federal bankruptcy laws or under any law or statute of the United States or of any state thereof, provided that if any such judgment or order is stayed or vacated within sixty (60) calendar days after the entry thereof, any notice of default shall be and become null, void and of no effect; unless such stayed judgment or order is reinstated in which case, said default shall be deemed immediate; or By, or pursuant to, or under the authority of any legislative act, resolution or rule or any order or decree of any Court or governmental board, agency or officer having jurisdiction, a receiver, trustee or liquidator shall take possession or control of all or substantially all of the property of CONTRACTOR, and such possession or control shall continue in effect for a period of sixty (60) calendar days; or d. CONTRACTOR has defaulted, by failing or refusing to pay in a timely manner the administrative charges, or other monies due COUNTY, and said default is not cured within thirty (30) calendar days of receipt of written notice by COUNTY to do so; or CONTRACTOR has defaulted by allowing any final judgment for the payment of money to stand against it unsatisfied and said default is not cured within thirty (30) calendar days of receipt of written notice by COUNTY to do so; or In the event that the monies due to COUNTY under Section 16.2d. above or an unsatisfied final judgment under Section 16.2.e. above is the subject of a judicial proceeding, CONTRACTOR shall not be in default if the sum of money is bonded. All bonds shall be in a form acceptable to the COUNTY Attorney; or g. CONTRACTOR has failed to achieve Recycling Credits pursuant to Article 8 and such default is not cured within thirty (30) calendar days of receipt of written notice by COUNTY to do so; or h. CONTRACTOR has defaulted, by failing or refusing to perform or observe the terms, conditions or covenants in this Agreement or any of the rules and regulations promulgated by COUNTY pursuant thereto or has wrongfully failed or refused to comply with the instructions of the COUNTY Representative relative thereto and said default is not cured within thirty (30) calendar days of receipt of written notice from COUNTY to do so, or if by reason of the nature of such default, the same cannot be remedied within thirty (30) calendar days following receipt by CONTRACTOR of written demand from COUNTY to do so, 30 CONTRACTOR fails to commence the remedy of such default within said thirty (30) calendar days following such written notice or having so commenced shall fail thereafter to continue with diligence the curing thereof (with CONTRACTOR having the burden of proof to demonstrate (a) that the default cannot be cured within thirty (30) calendar days, and (b) that it is proceeding with diligence to cure said default, and such default will be cured within a reasonable period of time). CONTRACTOR has failed or refused to perform Yard Waste Processing Services for a period of more than two (2) calendar days, and CONTRACTOR has not cured the default within ten (10) calendar days from written notification by COUNTY. The COUNTY is not required to provide CONTRACTOR with an opportunity to cure if the CONTRACTOR had an incident within the previous Six (6) months of failing or refusing to perform Yard Waste Processing Services for a period of more than two (2) calendar days. 16.2.2 Events of Default for County The following shall be an Event of Default by County: (a) County directs any material amount of Yard Waste, or Acceptable Waste dedicated to Contractor exclusively, except when the Contractor is not in compliance with the terms of this Agreement or in an emergency, to any other person during the term, or fails to deliver Yard Waste to Contractor as required hereunder. (b) County fails to make any payment due to Contractor under this Agreement in compliance with the Florida Prompt Payment Act, 218.70, F.S. (c) County breaches any material obligation under this Agreement, and fails to cure such breach within thirty (30) days after receiving written notification from the Contractor for the breach, unless the breach cannot be cured within 30 days and the County must be diligent in curing said default. 16.3 Termination Upon Default In the event the defaulting Party fails to cure the Event of Default within the period for curative action under Sections 16.2.1 or 16.2.2, as applicable, or upon the occurrence of an incurable Event of Default, the non - defaulting Party may terminate this Agreement by notifying the defaulting Party in writing of its decision to terminate and the effective date of the termination. Upon termination of this Agreement by County due to an Event of Default by Contractor pursuant to Section 16.2.1, County shall have no future or further obligation to provide Yard Waste or Acceptable Waste to Contractor or to make any payment whatsoever under this Agreement, except for payments for obligations arising or accruing prior to the effective date of termination. Upon termination of this Agreement by Contractor due to an Event of Default by County pursuant to Section 16.2.2, Contractor shall have no future or further obligation to accept or process Yard Waste or Acceptable Waste from County or to satisfy any other obligation of this Agreement, except for payments or other obligations arising or accruing prior to the effective date of termination. After the effective date of termination, this Agreement shall not be construed to provide any residual value to either Party or any successor or any other Person, for rights to, use of, or benefits from the Acceptable Waste. 31 16.4 Other Damages (a) For all claims, causes of action and damages the Parties shall be entitled to the recovery of actual damages allowed by law unless otherwise limited by this Agreement. Neither the enumeration of Events of Default in Sections 16.2.1 and 16.2.2, nor the termination of this Agreement by a non - defaulting Party pursuant to Section 16.3., shall limit the right of a non - defaulting Party to rights and remedies available at law, including, but not limited to, claims for breach of contract or failure to perform by the other Party and for direct damages incurred by the non - defaulting Party as a result of the termination of this Agreement. (b) Except as otherwise specifically and expressly provided in this Agreement, no Party shall be liable to the other Party under this Agreement for any indirect, special, punitive, exemplary, incidental or consequential damages, including, without limitation, loss of use, loss of revenues, loss of profit, interest charges, cost of capital, or claims of customers to which service is made, whether arising under statute or in tort or contract. 16.5 Termination Cumulative Each Party's right to terminate this Agreement is in addition to any other rights and remedies provided by Applicable Laws or by this Agreement. 16.6 Transition (a) In the event of a termination of this Agreement by Contractor for default by County or due to a change of law making performance impossible or uneconomic as described in Section 17, Contractor shall be entitled to cease performing services under the Agreement upon the effective date of termination, including termination of subcontracts, and may recover its equipment from Transfer Stations without interference by County or its contractors or agents. Contractor shall cooperate with County in any transition to a new services provider, but shall not be obligated to incur any material costs in assisting such a transition. (b) In the event of a termination of this Agreement by the County due to an Event of Default by the Contractor that is not cured by the Performance Bond or alternative security, Contractor shall complete any work necessary to facilitate the transfer of Contractor's responsibilities to another contractor and cooperate with County's establishment of a new contract or other means of performing the services previously performed by Contractor. County shall have the right to separately contract with any subcontractor of Contractor for services, or may request that Contractor assign one or more subcontracts to County. Any such assignment will be subject to approval by the applicable subcontractor and County's assumption of all Contractors' obligations of the applicable subcontract. 16.7 Violations. Notwithstanding the foregoing and as supplemental and additional means of termination of this Agreement under this Article, in the event that Contractor's record of performance show that Contractor has frequently, regularly, or repetitively defaulted in the performance of any of the covenants and conditions required herein to be kept and performed by Contractor, in the opinion of the County Administrator and regardless of whether CONTRACTOR has 32 corrected each individual condition of default, Contractor shall be deemed a "habitual violator ", shall be deemed to have waived the right to any further notice or grace period to correct, and all of said defaults shall be considered cumulative and collectively shall constitute a condition of irredeemable default. The County Administrator shall thereupon issue Contractor a final warning citing the circumstances therefore, and any single default by contractor of whatever nature, subsequent to the occurrence of the last of said cumulative defaults, shall be grounds for immediate termination of the Agreement. In the event of any such subsequent default, the County Administrator may terminate this Agreement upon giving of written final notice to Contractor, such termination to be effective upon the date specified in the County Administrator's written notice to Contractor. Upon such termination, all contractual fees due hereunder plus any and all charges and interest, if any, shall be payable to the date of termination, and Contractor shall have no further rights hereunder. Immediately upon the specified date in such final notice, Contractor shall cease any further performance of services under this Agreement. 16.8 Effective Date of Termination. In the event of the aforesaid events specified in Sections 16.2.1 and 16.2.2 above, and except as otherwise provided in said Sections, termination shall be effective upon the date specified in the COUNTY 's written notice to CONTRACTOR and upon said date, this Agreement shall be deemed immediately terminated and upon such termination, all liability of COUNTY under this Agreement to CONTRACTOR, other than the payment of moneys due, shall cease and COUNTY shall have the right to call the performance bond or other form of financial assurances and shall be free to negotiate with other contractors for the performance of the services specified in this Agreement. In the event of CONTRACTOR's failure to perform, CONTRACTOR shall reimburse COUNTY for all direct and indirect costs incurred by COUNTY in providing interim services. 16.9 Immediate Termination. The COUNTY may terminate this Agreement immediately upon written notice to CONTRACTOR in the event CONTRACTOR fails to provide and maintain the Performance Bond or other form of financial assurances as required by this Agreement, CONTRACTOR fails to obtain or maintain insurance policies endorsements as required by this Agreement, CONTRACTOR fails to provide the proof of insurance as required by this Agreement, or CONTRACTOR offers or gives any gift prohibited by law. 17. Changein Law 17.1 COUNTY and CONTRACTOR understand and agree that the F 1 or i d a Legislature has the authority to make comprehensive changes in Solid Waste Management legislation and that these and other changes in law in the future which mandate certain actions or programs for counties or municipalities may require changes or modifications in some of the terms, conditions or obligations under this Agreement. CONTRACTOR agrees that the terms and provisions of the COUNTY Code, as it now exists or as it may be amended in the future, shall apply to all of the provisions of this Agreement. Nothing contained in this Agreement shall require any party to perform any act or function contrary to law. COUNTY and CONTRACTOR agree to enter into good faith negotiations regarding modifications to this Agreement which 33 may be required in order to implement changes in the interest of the public welfare or due to change in law. When such modifications are made to this Agreement, COUNTY and CONTRACTOR shall negotiate in good faith, a reasonable and appropriate compensation adjustment for any increase or decrease in the services or other obligations required of CONTRACTOR due to any modification in the Agreement under this Article. COUNTY and CONTRACTOR shall not unreasonably withhold agreement to such compensation adjustment. 17.2 If a change in law makes Contractor's performance of any material portion of this Agreement impossible (without violating the law) or uneconomic, and the Parties fail to negotiate an amendment which resolves the legal or economic barriers to Contractor's continued performance, Contractor may, upon thirty (30) days' notice to County, terminate this Agreement. Only a Change in Law which renders the Contractor's performance under this Agreement impossible in this manner shall otherwise excuse the Contractor from performance under the terms of this Agreement unless otherwise agreed to by the County. 18. SECTION HEADING Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. 19. OWNERSHIP OF THE PROJECT DOCUMENTS Any documents prepared by the CONTRACTOR for this Agreement belong to the COUNTY, with the exception of proprietary documents that the Contractor has sought to protect as such, and may be reproduced and copied without acknowledgement or permission of the CONTRACTOR. 20. SUCCESSORS AND ASSIGNS The CONTRACTOR shall not assign or subcontract its obligations under this agreement, except in writing and with the prior written approval of the Board of County Commissioners for Monroe County and the CONTRACTOR, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this agreement. Subject to the provisions of the immediately preceding sentence, each party hereto binds itself, its successors, assigns and legal representatives to the other and to the successors, assigns and legal representatives of such other party. 21. THIRD PARTY BENEFICIARIES Nothing contained herein shall create any relationship, contractual or otherwise, with or any rights in favor of, any third party. No provision of this Agreement is intended to nor shall it in any way inure to the benefit of any other Person not a Party or give rise to a cause of action in favor of any Person not a Party. 22. CONTRACT DOCUMENTS This contract consists of the Request for Proposals, any addenda, this Form of Agreement , the CONTRACTOR'S response to the RFP, the documents referred to in the Form of Agreement as a part of this Agreement, and attachments , and modifications made after execution by written amendment. In the event of any conflict between any of the Contract documents, the one imposing the greater 34 burden on the CONTRACTOR will control. 23. Ownership of Written Materials. Subject to Chapter 119, all reports, documents, or other materials developed or discovered by CONTRACTOR or any other person engaged by CONTRACTOR in connection with the services to be performed under this Agreement shall be and shall remain the property of the COUNTY without limitation or restrictions on the use of such materials. 24. PUBLIC ENTITIES CRIMES A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on contracts to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or Contractor under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 of the Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. By signing this Agreement, CONTRACTOR represents that the execution of this Agreement will not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes). Violation of this section shall result in termination of this Agreement and recovery of all monies paid hereto, and may result in debarment from COUNTY's competitive procurement activities. In addition to the foregoing, CONTRACTOR further represents that there has been no determination, based on an audit, that it or any subcontractor has committed an act defined by Section 287.133, Florida Statutes, as a "public entity crime" and that it has not been formally charged with committing an act defined as a "public entity crime" regardless of the amount of money involved or whether CONUSULTANT has been placed on the convicted vendor list. CONTRACTOR will promptly notify the COUNTY if it or any subcontractor or subcontractor is formally charged with an act defined as a "public entity crime" or has been placed on the convicted vendor list. 25. MAINTENANCE OF RECORDS CONTRACTOR shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Records shall be retained for a period of five years from the termination of this agreement. Each party to this Agreement or its authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreement. If an auditor employed by the COUNTY or Clerk determines that monies paid to CONTRACTOR pursuant to this Agreement were spent for purposes not authorized by this Agreement, or were wrongfully retained by the CONTRACTOR, the CONTRACTOR shall repay the monies together with interest calculated pursuant to Sec. 55.03, of the Florida Statutes, running from the date the monies were paid by the COUNTY. 26. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES 35 26.1 GOVERNING LAW AND VENUE This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, COUNTY and CONTRACTOR agree that venue shall lie in the 16 Judicial Circuit, Monroe County, Florida, in the appropriate court or before the appropriate administrative body. This agreement shall not be subject to arbitration. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 26.2 ATTORNEY'S FEES AND COSTS The COUNTY and CONTRACTOR agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out -of- pocket expenses, as an award against the non - prevailing party, and shall include attorney's fees, courts costs, investigative, and out -of- pocket expenses in appellate proceedings. 27. SEVERABILITY If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The COUNTY and CONTRACTOR agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 28. BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the COUNTY and CONTRACTOR and their respective legal representatives, successors, and assigns. 29. AUTHORITY Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. 30. ADJUDICATION OF DISPUTES OR DISAGREEMENTS COUNTY and CONTRACTOR agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. The Contractor and County shall try to resolve the claim or dispute with meet and confer sessions to be commenced within 15 days of the dispute or claim. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. This provision does not negate or waive the provisions of Article 16 concerning termination or cancellation. M 31. COOPERATION In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, COUNTY and CONTRACTOR agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. COUNTY and CONTRACTOR specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 32. NONDISCRIMINATION CONTRACTOR and COUNTY agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. CONTRACTOR or COUNTY agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88 -352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681 -1683, and 1685- 1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101 -6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92 -255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91 -616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd -3 and 290ee -3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 13, Article VI, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 33. COVENANT OF NO INTEREST CONTRACTOR and COUNTY covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 34. CODE OF ETHICS COUNTY agrees that officers and employees of the COUNTY recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 35. SOLICITATION/PAYMENT The CONTRACTOR and COUNTY warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, 37 individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the CONTRACTOR agrees that the COUNTY shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 36. PUBLIC ACCESS. Public Records Compliance. Contractor must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and Contractor shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subj ect to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Contractor in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the Contractor. Failure of the Contractor to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The Contractor is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F. S. 119.0701 and the terms and conditions of this contract, the Contractor is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the Contractor or keep and maintain public records that would be required by the County to perform the service. If the Contractor transfers all public records to the County upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the Contractor of the request, and the Contractor must provide the records to the County or allow the records to be inspected or copied within a reasonable time. 38 If the Contractor does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the Contractor. A Contractor who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under section119.10, Florida Statutes. The Contractor shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY AT PHONE# 305- 292 -3470 BRADLEY - BRIAN(a,MONROECOUNTY- FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE 1111 12 Street, SUITE 408, KEY WEST, FL 33040. 37. NON - WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the CONTRACTOR and the COUNTY in this Agreement and the acquisition of any commercial liability insurance coverage, self - insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the COUNTY be required to contain any provision for waiver. 38. PRIVILEGES AND IMMUNITIES All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the COUNTY, when performing their respective functions under this Agreement within the territorial limits of the COUNTY shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the COUNTY. 39. LEGAL OBLIGATIONS AND RESPONSIBILITIES Non - Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the COUNTY, except to the extent permitted by the Florida constitution, state statute, and case law. 40.NON- RELIANCE BY NON - PARTIES No person or entity shall be entitled to rely upon the terms, or any other term, of this Agreement to enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service or 39 member. officer. agent or employee of' Monroe County -hall be liable personally on this Agreement or be subject to anv personal liabthty or accountabiI t} by reason ol'thz exeeution ol'this A`-reement. 43. F.\ECLTION iN COUNTERPARTS This Agreement mad be executed in anv number of counterparts. each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any ot' the patties hereto may execute this A jl eenlent by si�L1nin�1 anv such Counterpart. IN WITNESS WHEREOF. each party has caused this Agreement to be executed by its dilly authorized representative on the day and year lirst abo\e written. (SEAL) Attest. KEVIN MADOK. Clerk BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA Deputy Clerk (Seal) Attcst: Winless I Printed Name: 'Skpn,[, _ 1cip le r Witlless _' /, Printed Name: C 1gey1 Me Ker/r Mavor�Chairman C ntractor Bv: Title: 1 END OF AGREEMENT 40 END OF AGREEMENT 0 c� 0 CL a) 0 m E w 0 0 CL CL m cu 0 L) z 0 u LU F— U) a� c� 41 EXHIBIT A ADMINISTRATIVE CHARGES 0 0 �a c� 0 CL a) Ua M E W 0 M 0 CL CL M CU 0 d L) Z 0 L) LU F- U) d as c� W Descri Amo OPERATING STANDARDS 1. Implementation Delay. Failure to meet transition timeline $5,000 per milestone per milestones as specified in Exhibit C -1 Transition and day. Implementation Plan. 2. Inadequate Capacity. Failure to provide adequate primary $1,000 per business day. and alternate processing capacity by , 2014, or during the term of the Agreement. 3. Failure to Process. Shipping, selling, or disposing of $5,000 per incident. Yard Waste that is not Processed as required Contractor's Processing Plan. 4. Commingling of County Materials with Others $1,000 per incident. Commingling of Yard Waste Materials collected inside an outside of Monroe County prior to weighing. 5. Failure to Notice County about Facility Concerns. Failure t $1,000 per incident. provide immediate notice to County of any issue or problem related to use of Processing, Transfer, or Disposal Facilities. 6. Unauthorized Use of Facilities. Use of Processing or $5,000 per incident. Transfer Facilities that are not approved by the County. VEHICLE STANDARDS 7. Vehicle Noncompliance. Failure to license, register, and $500 per incident per inspect the vehicles in accordance with all applicable laws business day. and regulations. 8. Litter Abatement. Failure to properly transport Yard Waste $500 per incident. Material and Residue and prevent the spilling and blowing of such waste from the vehicle bv use of a cover. REPORTING 9. Late Submittals. Failure to maintain or timely submit to the $500 per incident per COUNTY anv documents or reports required under Article 13. 10. Inaccurate Submittals. Failure to correct any inaccurate or $300 per incident per incomp reports as required bv the COUNTY. business day. OTHER 11. Obtain and Maintain Permits, Licenses, and Approvals. $500 per incident per Failure to obtain and maintain any and all permits, licenses, business day. and approvals necessary for the Transfer, Processing and /or transportation of materials during performance of Yard Waste Processing Services. 0 0 �a c� 0 CL a) Ua M E W 0 M 0 CL CL M CU 0 d L) Z 0 L) LU F- U) d as c� W 0 0 �a �s c� 0 CL as Ua m 13 w 0 0 CL CL m 13 r_ cu 0 d U z 0 L) LU F- U) d as c� 43 EXHIBIT B FORM OF PERFORMANCE BOND YARD WASTE PROCESSING SERVICES FOR MONROE COUNTY, FLORIDA KNOW ALL MEN BY THESE PRESENTS: that (here insert full name and address or legal title of contractor) as Principal, hereinafter called Contractor, and, (Name of Insurer) as Surety, hereinafter called Surety, are held firmly bound unto the COUNTY OF I►I•►I:• •: •N elves, their heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, Contractor has by written agreement dated , 20 entered into an Agreement with the COUNTY for providing Yard Waste Processing Services in accordance with RFP specifications and Agreement of MONROE COUNTY, FL, which Agreement is by reference made a part hereof, and is hereinafter referred to as the Agreement. IT BEING FURTHER UNDERSTOOD that the term of this bond will be effective for a period of one year from . This Bond may be extended for additional (1) one year periods from the expiration date hereof, or any future expiration date, by Continuation Certificate. In no event shall Surety be liable for any payment due and payable after the effective date of cancellation. Neither non - renewal by the Surety, nor failure, nor inability of the Principal to file a replacement bond shall constitute loss to the Obligee recoverable under this bond. The Surety's liability under this bond shall not be cumulative and shall in no event exceed the amount as set forth in this bond or in any additions, riders or endorsements properly issued by the surety as supplement thereto. If the term of any Performance Bond or any alternative security is less than the Term of this Agreement, Contractor shall provide a renewed, extended or new Performance Bond or alternative security with a term commencing upon the expiration of the term of any prior Performance Bond or alternative security no less than sixty (60) days prior to the scheduled expiration date of the Performance Bond or alternative security. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION is such that, if Contractor shall promptly and faithfully perform said Agreement, then this obligation shall be null and void; otherwise it shall remain in full force and effect. The Surety hereby waives notice of any alteration or extension of time made by the COUNTY. Whenever Contractor shall be, and declared by the COUNTY to be in default under the Agreement, the COUNTY having performed the COUNTY's obligations thereunder, the Surety may promptly remedy the default, or shall promptly perform one of the following: 1. Complete the Agreement in accordance with its terms and conditions. 2. Obtain a bid or bids for completing the Agreement in accordance with the terms and conditions, and upon determination by the Surety of the lowest responsible bidder, or if the COUNTY elects, upon determination by the COUNTY and the Surety jointly obtain a bid or bids for completing the Agreement in accordance with the terms and conditions, and upon determination by the Surety of the lowest responsible bidder, or if the COUNTY elects, upon determination by the COUNTY and the Surety jointly of the lowest responsible bidder, arrange for an agreement between such bidder and the COUNTY, and make available as work progresses (even thought there should be a default or a succession of defaults under the Agreement or Agreement of completion arranged under this paragraph) sufficient funds to pay the cost of completion less the balance of the Agreement price; but not exceeding, including costs and damages for which the Surety may be liable hereunder, the amount set forth in the first paragraph hereof The term "balance of the Agreement price," as used in this paragraph, shall mean the total amount payable by the COUNTY to Contractor under the Agreement and any amendments thereto, less the amount properly paid by the COUNTY to Contractor. Any suit under this bond must be instituted before the expiration date of the Agreement or if extended for an additional term by the COUNTY, the expiration of the extended term. No right of action shall accrue on this bond to or for the use of any person or corporation other than the COUNTY named herein or the executor, administrator or successors of the COUNTY of. Signed and sealed this _day of , 20_. PRINCIPAL Title Witness ATTORNEY -IN -FACT Title Witness 0 0 �a �s c� 0 CL as Ua m 13 w 0 0 CL CL m 13 r_ cu 0 d U z 0 L) LU F- U) d as c� V .4 + DCD C I-,+;-- C Evaluator #1 Evaluator #2 Evaluator #3 Proposer Rank Rank Rank Waste Management Inc. of Florida Brownie Companies, Ll-c Overall Rank Evaluator(printed) E%ialu idor (sig5jure) Date - EvXu ( printed) Evalu r (5,g Date Evaluat Evaluator !signat Date C F.30.b Yard Waste RFP Selection Committee Waste Management Brownie Companies Criterion Points Available Pts Awarded Pts Awarded Qualifications and Experience 25 2 C (—,) Technical Proposal 25 z 5 r Cost Proposal 5o �' J County Forms Pass / fail Local Preference 5 Total Points Rank '- Y U- Evaluator(printed) to < 3, � Evafy for ig ture) Dale Cfa 0 tJ U) F.30.b Yard Waste RFP Selection Committee Waste Management Brownie Companies Criterion Points Available Pts Awarded Pts Awarded Qualifications and Experience 25 Q o2 '22 Technical Proposal 25 )- J Cost Proposal 50 l b 5 0 County Forms Pass / fail Local Preference Total Points l �G Rank F.30.b Yard Waste RFP Selection Committee Waste Management Brownie Companies Criterion Points Available Pts Awarded Pts Awarded Qualifications and Experience 25 Technical Proposal 25 S .� Cost Proposal 50 �� v County Forms Pass / fail Local Preference 5 5� Total Points Rank Z 3 1-valuator (printed) Evaluator (signature) Uate C3 U)