05/21/2014 AgreementAMY NFAVILIN, CPA
CLERK OF CIRCUIT COURT 8 COMPTROLLER
xONROE cowrrr, FLORIDA
DATE: June 17, 2014
TO: Bob Shillinger,
County Attorney
ATTN.• Kathy Peters
FROM: Vitia Fernandez, D. C. v '0
At the May 21, 2014, Board of County Commissioner's meeting the Board granted approval and
authorized execution of Items:
N9 Approval to waive competitive bidding procedures and enter into an Amended and Restated
Solid Waste and Recycling Collection Franchise Agreement with Waste Management Inc. of Florida,
Marathon Garbage Services, Inc. and Keys Sanitary Services for residential and commercial solid waste,
yard waste and recycling collection services in a combined amount estimated at $71.1 Million over a ten
year period.
N10 Approval to waive competitive bidding procedures and enter into an Amended and Restated
Recyclables Disposal and Operations Agreement with Waste Management Inc. of Florida in an amount
estimated at $4.14 million over a ten year period.
Enclosed is a duplicate original of the above - mentioned for your handling. Should you have
any questions, please feel free to contact my office.
cc: County Attorney
Finance
File
500 Whitehead Street Suite 101, PO Box 1980, Key West, FL 33040 Phone: 305 - 295 -3130 Fax: 305- 295 -3663
3117 Overseas Highway, Marathon, FL 33050 Phone: 305- 289 -6027 Fax: 305 - 289 -6025
88820 Overseas Highway, Plantation Key, FL 33070 Phone: 852 -7145 Fax: 305 - 851 -7146
r •
AMENDED and RESTATED
MONROE COUNTY H A U L O U T,
TRANSFER STATIONS OPERATIONS
AND
MAINTENANCE AGREEMENT
BETWEEN
MONROE COUNTY, FLORIDA
AND
WASTE MANAGEMENT INC. OF
FLORIDA
ev
Dated as of l 2014
11 Page
HAUL OUT, OPERATIONS AND MAINTENANCE AGREEMENT
1.01 Certain Definitions
TABLE OF CONTENTS
ARTICLE I
ARTICLE H
Operation of Facility; Deliveryand Processing of Acceptable Waste
2.01 Commitment to Receive and Process Acceptable Waste
2.02 Operation ofFacility
2.03 Operation Coordinators
2.04 Facility Services, Maintenance, Etc.
2.05 County Visitationsand Inspectionofthe Facility; Recordkeeping and Reporting; Testing
2.06 Acceptable Waste Services
2.07 Deliveries ofUnacceptable, Biological, Hazardous, and Atomic Waste
2.08 Receiving and Operating Hours
2.09 Weighing Facilities and Recordkeeping
2.10 Storage
2.11 Special Waste Management
2.12 Equipment Parking
ARTICLE III
Compensation on Performance, Agreement Amount, GPI's,
Performance Guarantees & Penalties
3.01 Operations and Disposal Fee
3.02 Agreement Amount
3.03 Consumer Price Index Increases
3.04 Disposal Fee for Islamorada Solid Waste
3.05 Maintenance
3.06 Fixed Capital Cost Component Fee
3.07 Billing Statement
3.08 Royalty Payments
3.09 Performance Guarantees
3.10 County Non-Performance
3.11 No Liability for Uncontrollable Circumstances
3.12 Extraordinary Rate Adjustment
ARTICLE IV
Further Agreements
4.01 Licenses,Approvals and Permits
4.02 Insurance During Operations
4.03 Equal Employment Opportunity and Non Discrimination
4.04 ChangeinLaw
4.05 Incinerator Ash
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ARTICLE V
Default and Termination
5.01 Remedies forBreach
5.02 Events ofDefault by Operator
5.03 Events ofDefault by the County
5.04 Termination of Agreement by the County
5.05 Termination ofAgreement by the Operator
5.06 NoLiability for UncontrollableCircumstances
5.07 Manner ofTermination Payment
ARTICLE VI
Miscellaneous
6.01 Term
6.02 Assignment
6.03 Dispute Resolution
6.04 Indemnities and Releases
6.05 Further Assurances
6.06 Warranties, Machinery, Equipment and Materials
6.07 Industrial Property Rights
6.08 Representations
6.09 Relationship of the Parties
6.10 Documents Pertaining to the Facility
6.11 Notices
6.12 Waivers
6.13 Modifications
6.14 Headings
6.15 Governing Law
6.16 Venue
6.17 Counterparts
6.18 Severability
6.19 Unless Stated Otherwise
6.20 Performance Bond
6.21 Public Entity Crimes Form
6.22 Maintenance of Records
6.23 Code of Ethics
6.24 No Solicitation / Payment
6.25 Public Access
6.26 Non - waiver of Immunity
6.27 Privileges and Immunities
6.28 Legal Obligations and Responsibilities
6.29 Non - reliance by Non parties
6.30 Attestations
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6.31
Covenant of No Interest
6.32
Cooperation
6.33
Binding Effect
6.34
Existing or Prior Agreements
6.35
Schedules
6.36
Miscellaneous
Schedule A
Special Waste
Schedule B
Operations and Disposal Fee Adjustment
Schedule C
Sworn Statement on Ethics
Schedule D
Drug Free Workplace
Schedule E
Public Entity Crime Statement
Schedule F
Non Collusion Affidavit Form
Schedule G
Lease Areas Reserved for the Operator
41 Page
MONROE COUNTY HAUL OUT, TRANSFER STATIONS
OPERATIONS AND MAINTENANCE AGREEMENT
BETWEEN
MONROE COUNTY
AND
WASTE MANAGEMENT, INC. OF FLORIDA
THIS Amended and Restated Monroe County Haul Out, Transfer Stations Operations and
Maintenance Agreement dated as of May 21, 2014 between Waste Management Inc. of Florida (the
"Operator "), a corporation organized and existing under the laws of the State of Florida with offices
at 2700 Wiles Road, Pompano Beach, Florida 33073, and Monroe County (the "County") a political
subdivision organized and existing under the laws of the State of Florida, with offices at 1100
Simonton Street, Suite 2 -205, Key West, Florida 33040.
RECITALS
WHEREAS, the County is empowered to provide for and assume full control and
responsibility for the solid waste disposal system in Monroe County; and
WHEREAS, The County and Operator previously entered into an Operations and Maintenance
Agreement, Standby Disposal Agreement and Lease Agreement for the operation, possession
and maintenance of the Facility (as defined herein) and proper disposal of acceptable waste
delivered to the Facility; and
WHEREAS, the County, in seeking long -term, cost effective solutions to its solid waste disposal
problem and desires to terminate the Operations and Maintenance Agreement and enter into an
Amended and Restated Monroe County Haul Out, Transfer Stations Operations and
Maintenance Agreement which will provide for new terms and conditions of service by Operator; and
WHEREAS, Operator has agreed to enter into a new Amended and Restated Monroe County
Haul Out, Transfer Stations Operations and Maintenance Agreement on the terms described herein;
and
WHEREAS, such terms and conditions are more cost effective to the County due to immediate
forgiveness of the capital debt, waivers of certain annual CPI increases, discounted fee for disposal
of Islamorada's solid waste, and certain other terms contained herein; and
WHEREAS, levels of service provided by the Operator are maintained; and
WHEREAS, as a sustainability initiative the Operator agrees to make a good faith effort to
replace its fleet as it ages with vehicles powered by Compressed Natural Gas.
NOW THEREFORE, in consideration of the premises and of the mutual obligations undertaken
herein, the parties hereby agree as follows:
ARTICLE I
CERTAIN DEFINITIONS
As used in thisAgreement, the following terms shall have the meanings set forth below:
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"Acceptable Waste" or "Waste" means that portion of Solid Waste generated in Monroe
County that is neither Unacceptable Waste, Hazardous Wastenor Biological Waste nor Atomic Waste
as thoseterms are defined herein.
"Acceptance" means that a Facility has satisfied the Full Acceptance Standard and if
such standard cannot be met, that the Operator and the County have mutually agreed that the Facility
is to be accepted in accordance with the terms and conditions mutually agreed upon.
"Agreement" means this Amended and Restated Monroe County Haul Out, Transfer
Stations Operations and Maintenance Agreement between the Operator and the County, including the
Schedules and any written amendments to either.
"Annual Report" means the annual report relating to the inspection and recertification of the
Facility, set forth in Section 2.05(c).
"Annual Throughput" means actual Tons of Acceptable Waste accepted at the Facilities
in a Fiscal Year.
"Atomic Waste" means special nuclear material, by- product materials or other material,
the acquisition, handling, use, transportation or disposal of which is specifically regulated under
Atomic Energy Act of 1954, as amended, 42 U.S.C. Section * *2011, etc. seg.
"Billing Period" means each calendar month in each Fiscal Year, except that the first Billing
Period shall begin on October 1, 2014.
"Biological waste" means Solid waste 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."
"Business Day" means each Monday, Tuesday, Wednesday, Thursday, Friday and
Saturday which is not a legal Holiday.
"Calendar Year" means the period of time beginning on January 1 and ending on
December 31.
"Change in Law" means (a) the enactment, adoption, promulgation, modification, or
effectiveness of any federal, state, county, or local law, ordinance, code, or regulation within
or following the ten (10) day period preceding the contract date which materially affects the
performance of the Contract.
Change in Law also means (b) the imposition of any new material condition on the
issuance or renewal of any official permit or license.
To qualify as a Change in Law, the law, ordinance, code, rule, or regulation under (a) above,
or the permit or license condition under (b) above, must materially affect operating of a Facility
or the Disposal Site and be more burdensome than the most stringent r e quirements (1) in effect
on the Contract date, withrespectto aFacility the Disposal Site and associated operations,
(2)agreed to in any applications for official permits, licenses or approvals pending as of the Contract
date, or (3) contained in any official permits, licenses, or approvals with respect to a Facility or the
Disposal Site obtained as of the Contract date.
Provided, however, compliance with a permit or license obtained or applied for as of the
Contract date which requires compliance with future laws, ordinances, codes, rules, or
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regulations shall not be deemed a Change in Law.
Change in Law also means (c) a change in any fee or tax, other than taxes levied on
wages, salaries, or the Operator's income, imposed by a governmental taxing authority, which has
material adverse financial effect on the design, construction, start-up, performance testing, or
operation of the Facility or the Disposal Site.
"Consulting Engineer-- means the consulting engineer(s) engaged from time to time by
MonroeCounty for the purpose of assisting Monroe County in solid waste matters.
--Contract Date" means the date of this Agreement.
"Construction Contract" means the Design and Construction Agreement previously entered
into between Waste Management, Inc. of Florida and the County as of August 1, 1990.
"County" means MonroeCounty, Florida.
"County Board" means the governing Board of the County.
"Daily Weight Records" means those records which are maintained on a daily basis relating
to theCounty scales located at theentrance to the Facility Site.
"Disposal Site" meansapermitted disposal facility, whichis not located in Monroe County, and
which has been selected by the Operator for disposal of Solid Waste generated within Monroe County.
"Facility" or "Facilities" means, but shall not be limited to, all building, equipment,
installations and the like required for: Waste receiving, storage, handling and Processing and
ancillary activities such as providing amenities for employees and visitors at the Cudjoe Key, Long
Key and Key Largo Transfer Stations.
"Facility Site" (Sites) means the real property located in Monroe County upon which the
Facilities are located.
"Fiscal Year" means theperiod of time beginning on October 1 and ending on September 30 of
the subsequent year.
"Hazardous Waste" means any solid waste defined under the Resource Conservation and
Recovery Act, ( "RCRA ") 42 U.S.C. Sec. 6901 et seq., Chapter 403, Florida Statutes, or Chapter 27 of
the Broward County Code of Regulations as hazardous waste. "Household Waste" and waste generated
by "conditionally exempt small quantity generators" as those terms are used and defined
under RCRA and Chapter 62 -730, Florida Administrative Code, shall not be considered
Hazardous Waste for purposes of this Agreement for so long as such waste may lawfully be
disposed of in a sanitary landfill. Changes in the federal, state or local definitions of hazardous waste
shall be binding on the parties as of the effective date of such determination.
"Legal Holidays" means holidays, observed by the County as changed from time to time.
"Lease" means the agreement between the County and Operator pursuant to which the
Operator occupies the Facility Sites.
"Operating Plan" means an operating plan approved by the parties. The Operating Plan shall
include, but not be limited to: a schedule for basic operation and maintenance activities including
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major repair and replacement of equipment; a procedure for scheduling deliveries of Acceptable
Waste; a description of safety procedures; a description of plans for accommodating visitors; and an
organizational chart with job descriptions and staffing plans. The County shall, within fifteen (15)
Business Days following receipt of such plans, either (i) approve the Operating Plan or (ii) submit a
written list of comments to be incorporated by the Contractor upon the mutual agreement of the
parties.
"Operation and Disposal Fee" means the fee set forth in Section 3.01.
"Operation Coordinator" means those persons designated by the County and by the
Operator as set forth in Section 2.03.
"Operator" means Waste Management Inc. of Florida, a Florida Corporation.
"Performance Guarantees" means the guarantees at which the Operator will be required
to operate the Facility as set forth in Section3.05.
"Person" includes any individual, corporation, partnership, joint venture, association, joint -
stock company, trust, unincorporated organization, or government or any agency or political
subdivision thereof.
"Index" means the Miami / Ft. Lauderdale All Urban Consumers All Items Price Index for all
urban consumers ( "CPIU ") as specifiedin Section 3.01 herein and in Schedule B.
"Process ", "Processed" or "Processing" means the unloading, compacting, loading,
transporting, and disposal of Acceptable Waste, excluding horticultural waste. Process of horticultural
waste shall mean the unloading, chipping or other means utilized to convert horticultural waste into a
mulch product This definition is subject to the Franchisor's solicitation for yard waste processing that is
currently underway.
"Processed Waste" means Waste which has been processed.
"Receiving Time" means the period during which waste may be delivered to the Facility.
"Recyclables" or "Recyclable Material" means those materials which are capable of
being recycled and which would otherwise be processed or disposed of as solid waste.
"Scales" means those weighing facilities maintained by the County located at the entrance to
the Facility Site.
"Solid Waste" means all materials or substances that, as of the Contract Date are generally
discarded or rejected as being spent, useless or worthless to the owners at the time of such discard
or rejection, including but not limited to garbage, yard trash, refuse, industrial and commercial
waste, rubbish, ashes and incinerator residue which are acceptable for disposal in an ash
monofill as permitted by FloridaDEP regulations, and demolition and construction debris. Any testing
of ash or incinerator residue for compliance with DEP regulations shall be at the expense of the
Operator.
"Special Waste" means those materials requiring special handling or which are prohibited
from being disposed at the Disposal Site. Special waste shall be defined as these items listed in
ScheduleG in the Design and Construction Contract.
"Ton" means 2,000 pounds weight.
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"Unacceptable Waste" means incinerator ash, except as provided herein at Section 4.05
sewage, sewage sludge, or its derivatives, and sludges, human and animal carcasses, motor vehicles,
trailers, marine vessels, white goods, tires or any other material which may present a substantial
endangerment to health or to safety or having a reasonablepossibility ofadversely affecting the
start-up, operation, or testing of the Facility or are prohibited by law, such other types of Solid Waste
as listed on Schedule A, and wastes the parties mutually agree from time to time are
unacceptable.
"Uncontrollable Circumstance" means any act, event or condition that has had, or may
reasonably be expected to have, a material adverse effect on the rights or the obligations of a party
under this Agreement, or its subcontractors and suppliers or a material adverse effect on the Facility or
the Disposal Site or operation of the Facility or the Disposal Site, if such act, event or condition is
beyond the reasonable control of the party relying thereon as justification for not performing an
obligation or complying with any requirement of such party under this Agreement. Such acts, events
or conditions shall include,but shall not be limited to, the following:
(a) An act of God, landslide, lightening, earthquake, fire, explosion, flood, hurricanes, war,
blockade, insurrection, riot or civil disturbance.
(b) the order and/or judgment of any federal, state or local court, provided that such order
or judgment shall not be the result of the willful or negligent action or inaction of the
party relying thereon and that neither the contesting in good faith of any such order or
judgment nor the failure to so contest shall constitute or be construed as a willful or
negligent action or inaction of such party.
(c) the suspension, termination, interruption, denial or failure of or delay in renewal or
issuance of any permit, license, consent, authorization or approval essential to the
design, construction, start-up, acceptance testing or operation or maintenance of the
Facility or the Disposal Site except any permit, license, consent orauthorization for the
Operator's proprietary technology required for the Facility of the Disposal Site,
provided that such act or event shall not be the result of the willful or negligent action or
inaction of the party relying thereon and that neither the contesting in good faith of any
such order nor the reasonable failure to so contest shall be construed as a willful
or negligent action or inaction of such party;
(d) the failure of any subcontractor or supplier to furnish labor, services, materials
or equipment in accordance with its contractual obligations, provided such failure is
itself due to an Uncontrollable Circumstance and the Operator cannot obtain
substitute performance at an equivalent or lower price within an equivalent or
shorter period of time;
(e) a partial or entire delay or failure in the provision of necessary utilities or services
to the Facility;
(f) with respect to the Operator, any material failure of the County, its representatives
or other parties retained by the County, including vendors and c ontractors of any
tier (except the Operator), to provide information, services, or any of the other items
to be furnished by the County, in a timely manner and as required by this Agreement,
ormaterial errors, omissions, changes or defects in such items.
"Waste" means Acceptable Waste.
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ARTICLE II
OPERATION OF FACILITY;
DELIVERY AND PROCESSING OF ACCEPTABLE WASTE
2.01 Commitment to Receive and Process Acceptable Waste.
(a) On October 1, 1993, the Operator commenced operations under the prior Agreement
between the parties. The Operator shall continue to receive and process
Acceptable Waste delivered to the Facility Site by or on behalf of the County.
Horticultural waste shall be processed and delivered to mutually acceptable locations
within Monroe County in accordance with mutually acceptable delivery procedures.
Monroe County shall accept all processed horticultural waste. In the event Monroe
County is unable to accept the horticultural waste and there is insufficient storage space
at the Facility, Operator may transport the horticultural waste out of county on terms
agreed to with the County. This task shall be subject to the outcome of the County's
solicitation for yard waste processing that is currently underway, and may be amended
accordingly. The parties agree to negotiate any modifications to this Article in good faith.
(b) The Operator shall receive Acceptable Waste delivered to the Facility during the
Receiving Time and at such other times as may be established pursuant to Section 2.08
hereof.
2.02 Operation of Facility.
The Operator shall operate and maintain the Facility consistent with the Operating Plan and
with all applicable federal, state and local laws, regulations, ordinances and permits, rules, and
proper operating practice and in such manner as to ensure that the Facilities are able to receive
and Process Acceptable Waste in accordance with this Agreement. Operator shall have the right
to occupy and possess the facility during the term of this Agreement.
2.03 Operation Coordinators.
(a) The County shall designate an Operation Coordinator with respect to matterswhich
may arise during the performance of this Agreement and such person shall have
authority to transmit instructions, receive information, confer with the Operator's
Operation Coordinator and make all day to day operational decisions as may be
directed by the Board of County Commissioners. With respect to purchasing
new equipment, theOperation Coordinator shallact in accordance with Monroe County
Purchasing Policies and Procedures.
(b) The Operator shall designate in writing a person to act as the Operator's Operation
Coordinatorwith respect to matters which may arise during the performance of this
Agreement, and such person shall have authority pursuant to such written
designation to transmit instructions, receive information, confer with the County's
Operation Coordinator and make all day to day operational decisions. The
Operator's operation coordinator shall be qualified and possess any applicable
certification or licenses required under Florida Law, to operate the Facility.
2.04 Facility Services, Maintenance, Etc.
(a) Safety of Persons and Property. At all times the Operator in conjunction with the
County shall establish and maintain safety procedures for the Facility in a manner
consistent with applicable law and good safety practice.
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(b) Facility Repair and Maintenance. The County agrees to continue leasing the
Facility to the Operator during the term of this extension agreement. The
Operator shall be responsible for all Facility repair and maintenance and any
necessary Facility upgrades that may be needed for the Operator to perform its
duties and obligations under this Amended and Restated Agreement. The
responsibility for repair and maintenance means that the Operator, at its
expense, must: (i)keep the Facility in good repair and maintenance and keep on
hand an adequate supply of any and all spare and replacement parts to assure
that the Facility will be operated in accordance with this Amended and
Restated Monroe County Haul Out, Transfer Stations Operations and Maintenance
Agreement ; (ii) promptly repair any serious damage to the Facility without
regard to cause; and (iii) perform the County's reasonable requests
regarding special housekeeping efforts in and around the Facilities and
Facilities' sites. At all times the Operator must: (i)operate the Facility in
compliance with all applicable federal, state and local laws, rules, regulations,
and permits; (ii) promptly notify the County if the Facility should be seriously
damaged, without regard to cause.
(c) Equipment, Purchase, Repair and Maintenance. The Operator, at its expense, is
responsible for the purchase or lease and maintenance of any and all
equipment necessary for the Operator to perform the services required
by this Amended and Restated Monroe County Haul Out, Transfer Stations
Operations and Maintenance Agreement.
(d) The County shall receive prompt notice of any permit violations or the
receipt, by the Operator, of any warning notice or notice of violation from
any regulatory agency which relates to the Facilities or the Disposal Sites.
Copies of reports required by any regulatory agency shall be furnished to the
County.
2.05 County Visitation and Inspection of the Facility; Record Keeping and Reporting;
Testing.
(a) At any time during the term of this Agreement the County, its agents and its
representatives shall have the right to inspect, visit and to take visitors through the
Facility in order to inspect, observe and to permit others to observe the various
services which the Operator performs, provided that such inspections and
visitations shall not interfere with the performance of the Operator's obligations
under this Agreement and are in compliance with Section 2.05(d).
At any time during the term of this Agreement the County shall have the right to
allow other vendor(s) to process the horticultural waste on behalf of the County,
either at the transfer stations located at Cudjoe, Long Key and Key Largo, or at
separate locations, as directed by the County. The Operator shall permit such
services, provided that such services are not within the Leased Area of the premises
as outlined Schedule G attached, and shall not interfere with the Operator's operation
of the transfer stations as required under this Agreement. Such other vendors shall
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obtain their own permits, insurance and bonds, and meet any other applicable
requirements, and shall not rely on or use those provided by the Operator for the
Operator's use.
(b) (1) The Operator shall establish and maintain an informationsystem to
provide storage and ready retrieval of Facility operating data.
(2) The Operator shall prepare and maintain proper, accurate, and complete
books and records and accounts of all transactions related to the Facility.
(3) The Operator shall provide the County with data concerning the number
of tons of Acceptable Waste that is processed and landfilled, so that the
County may utilize this data to prepare reports on the diversion of waste
for the Florida Department of Environmental Protection.
(c) (1) A quarterly and annual inspection program shall be conducted at each
facility. This program shall consist of a walk - around inspection and review of
all Facility operating records with the object of verifying that the Facility is in
good repair. The annual inspection shall take place within 30 days of
the end of each Fiscal Year.
(2) The Operator shall, in coordination with the County or its designated
representative, prepare the Annual Report, that will incorporate a
summary of all contractually required records and data for the previous
Fiscal Year, as well as a summary of the past year's operations. The County
shall pay all costs associated with the services of any consultant utilized by the
County and the Operator shall pay all other costs of the Annual Report.
The Annual Report shall be submitted to the County by the Operator by March
1 s ` of each year. The County shall pay all costs associated with the services
of any consultantutilized by the County and the Operator shall pay all other costs of
the Annual Report.
(3) The County shall provide the Operator with copies of any reports prepared by
or on behalf of the County.
(d) In connection with all inspections or visitations, the Countyshall, on behalf of
itself, its agents and representatives, comply and cause its agents and
representatives to comply, with all reasonable rules and regulations of the Operator,
including a requirement that each person, County agent, or representative inspecting or
visitingthe Facilityhold Operatorharmless in the event of injury to such person, or his or her
property unless due to negligence of Operator and not to disclose or use any
confidential information of the Operator other than for the purpose for which it was
furnished, unless disclosure is required by applicable law.
2.06 Acceptable Waste Services
(a) Recyclable materials separately collected by or on behalf of the County shall not be subject to
delivery to the Facilities. The County hereby guarantees to the Operator that it shall cause
Acceptable Waste to be delivered to the Facility during the Receiving Time.
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(b) Composition of Acceptable Waste. The County shall not be required to guarantee the
composition of any given shipment of Acceptable Waste, but horticultural waste which is to
be processed by Operator at County's request shall be segregated by the delivering
transporter. The Operator shall make all reasonable efforts to separate white goods and
tires from deliveries received on the tipping floor and insure that the weight of these
materials is recorded and subtracted from the total tonnage used for billing purposes. The
County shall insure that sufficient area is made available at each Facility for
the mulch processing activities of Operator or other vendors according to the Lease
Area. Such work space shall not interfere within the boundaries of the lease area as
outlined in Schedule G unless expressly approved by the Operator in writing. The
Operator in conjunction with the County shall designate the area at each terminal
necessary for such activity. The area shall include suitable storage capabilities.
(c) Title to any waste removed from the Facilities by the Operator shall immediately,
upon such removal, rest with the Operator unless it is horticultural waste being transported
to another location at the request of the County.
2.07 Deliveries of Unacceptable, Biological, Hazardous, and Atomic Waste.
(a) The County shall use its best efforts to cause only Acceptable Waste to be
delivered to the Facility. InadvertentdeliveriesofUnacceptable Waste totheFacility are to
be expected and shall not constitute a breach of the County's obligations hereunder.
The Operator shall be responsible for removing and transporting all Unacceptable
Waste to the County's site adjacent to the Facility. In the event the Operator is requested
by the County to Transport and dispose of Unacceptable Waste at the Disposal Site, the
Operator shall be reimbursed by the County for such Disposal subject to verifiable Cost
Substantiation. If the County directs that such waste be delivered to a location other
than the approved Disposal Site, then the Operator shall deliver such waste to an
alternate site, and the cost, subject to verifiableCost Substantiation, to the Operator of
such removing,transporting and disposal shallbepaidby the County. Nothing contained in
this Section shall limit the right of the Operator to refuse to accept any
Unacceptable Waste which it discovered prior to any identifiable hauler thereof
having left the Facility. The Operator shall notify the County of any hauler delivering,
or attempting to deliver, Unacceptable Waste which, in the discretion of the Operator,
makesit impractical to separate Acceptable Waste from the Unacceptable Waste.
(b) The Operator will notify the County if any particular hauler has been found by the
Operator to be responsible for delivering, or attempting to deliver, any
Hazardous, Biological or Atomic Waste in any quantity or form, or Unacceptable
Waste in bulk, or horticultural waste comingled with municipal solid waste, or
constituting a substantial and visible part of a load of Acceptable Waste. Upon receipt of
such notice, the County will take appropriate action in an attempt to prevent any repeated
occurrence by such hauler. The delivery of such wastes shall not constitute a breachof the
County to obligations hereunder.
(c) To the extent the County has control, the County shall be responsible for any damage,
delay or costs, subject to Cost Substantiation, incurred by the Operator, with respect to
the Facility, as a result of the delivery of Hazardous, Biological or Atomic Waste to the
Facility and the County shall indemnify the Operator, with respect to the Facility, in
accordance with Section 6.04(b). The Operator shall notify the County of any known
Hazardous, Biological or Atomic Waste delivered to the Facility. Upon receipt of
notice, the County shall cause the prompt removal of such Hazardous, Biological or
Atomic Waste. The Operator shall have no responsibility to remove, transport or
dispose of any Hazardous, Biological or Atomic Waste delivered to the Facility
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although such removal, transport and disposal may be negotiated between the Operator
and the County.
2.08 Receiving and Operating Hours.
(a) The County shall designate the Receiving Time at each Facility. The Operator shall
keep the Facility open for the receiving of Acceptable Waste during the Receiving Time.
In no event shall the County designate a total of more than48 hoursperweekor 8 hoursper
dayreceiving timewithoutthe consent of Operator.
(b) The Operator may request and accept subject to County approval the delivery of
Acceptable Waste at times other than the Receiving Time or in amounts greater than
amounts scheduled to be delivered at no additional cost to the County. The County's
approval shall not be unreasonably withheld.
(c) The County may request the Operator to accept deliveries of Acceptable Waste at times
other than the Receiving Time upon seven (7) days prior written notice or such shorter
notice as may be practicable in the event of the occurrence of a natural disaster or other
emergency condition. During such a period, the Operator shall use its best
efforts to accommodate the County's request. If the Operatoraccepts Acceptable Waste
pursuant to this Section 2.08(c) at hours other than the Receiving Time, the County
shall pay all additional costs, subject to Cost Substantiation, incurred by the Operator
as a result of such additional hours of operation.
(d) In the event a County Franchise hauler experiences an operational emergency or
equipment breakdown, the Operator shall, subject to County approval, on three
(3) hours of notice, extend the operating hours to accommodate the late arrival at the
Facility of the County Franchise haulers. The County's approval shall not be
unreasonably withheld.
2.09 Weighing Facilities and Recordkeeping.
(a) The County shall maintain weighing facilities at the entranceto theFacilitySite
for the purpose ofdetermining the total tonnage of Acceptable Waste delivered to
the Facility.
(b) The County shall maintain a weight record containing the weight, date, time and
vehicle identification of each vehicle entering and exiting the Facility and provide
the Operator a duplicate copy or report of each weight record issued.
(c) The County shall operate and maintain the Scales in compliance with this
Agreement and all applicable state and local laws. The County shall test, or cause to be
tested, the Scales at least semi - annually and if necessary recalibrate such Scales
accordingly. Copies of the results of such tests and any recalibration shall be provided to
the Operator within fifteen (15) days of the receipt of such records by the County.
The Operator hereby reserves the right to have reasonable access to the Scales and
respective scale houses during all operating hours to monitor the County's compliance
with the provisions of this Section 2.09. The Operator has the right to verify weight
data and cause the scales to be tested at Operator expense at times other than the
County's required semiannual test. If all weighing facilities are incapacitated or are
being tested, the County shall estimate the quantity of material delivered on the basis of
truck volumes and estimated data obtained from pertinent historical information.
These estimates shall take the place of actual weighing records during the period of
the Scale outage.
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2.10 Storage.
Acceptable Waste shall be stored in the storage area designed for that purpose. No Solid Waste
delivered to the Operator may be stored outside the Facility buildings, except for loaded transfer
trailers awaiting removal to the Disposal Site and yard waste which has been or is awaiting
chipping.
The maximum time allowed for storage of Municipal Solid Waste at the facility due to
equipment malfunction or breakdown shall be seventy -two (72)hours.
2.11 Special Waste Management.
Operator has established a program to identify and manage wastes which require special
management and handling at the Facilities or the Disposal Site. In the event Special Waste is
received at a Facility in quantities which require special management and handling, Operator
shall notify the generator and/or transporter of such waste that analysis and possible special
handling of such waste is required. If special handling of such waste is reasonably and
mutually deemed by Operator and County to be required under Operator's special waste
management program, the generator or transporter of such waste shall be charged a handling and
disposal surcharge as negotiated between the Operator and the generator and/or transporter of
such waste. In the event the Operator and the generatoror transporterare unable to agree on a
surcharge, the matter shall be submitted to the County Administrator or his or her designee for
final determination.
2.12 Equipment Parking.
The County shall designate areas at each facility which the Operator can exclusively use for
the parking and storage of transfer trailers, transfer tractors, and other vehicles and equipment
owned or used by the Operator for the purpose of fulfilling the provisions of the Agreement.
Any other vehicles Operator desires to park at a facility will be subject to the
reasonable terms and conditions imposed by the County.
ARTICLE III
COMPENSATION ON PERFORMANCE,
AGREEMENT AMOUNT, CPI's
GUARANTEES AND PENALTIES
3.01 Operations and Disposal Fee.
The County is currently paying the Operator an operations and disposal fee of $84.50 per
ton of waste delivered to the Facility. The $84.50 per ton fee will remain in effect
through September 30, 2014. On October 1, 2014, and each October 1 thereafter,
except as specified below, throughout the remaining term(s) of this Amended and
Restated Monroe County Haul Out, Transfer Stations Operations and Maintenance Agreement,
the operations and disposal fee shall be adjusted annually based on the Consumer
Price Index depicted in Schedule B of this Amended and Restated Monroe County Haul
Out, Transfer Stations Operations and Maintenance Agreement
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3.02 Agreement Amount
The COUNTY shall pay the Franchisee in current annual funds for the Franchisee's
performance of this Agreement. Funding for years 1 -10 are estimated as follows, which
includes the estimated CPI as allowed and specified herein:
Year 1
$7.11 Million
Year 2
$7.11 Million
Year 3
$7.29 Million
Year 4
$7.29 Million
Year 5
$7.47 Million
Year 6
$7.47 Million
Year 7
$7.66 Million
Year 8
$7.66 Million
Year 9
$7.85 Million
Year 10
$8.05 Million
Total Estimated Amount: $75.03 Million
These numbers represent estimated numbers only, and are based on estimated quantities
of materials and CPIU increases. Actual numbers are expected to vary. These estimates
are not meant as a minimum or maximum amount to be guaranteed under this
Agreement on behalf of either the County or the Franchisee.
3.03 Consumer Price Index (CPI) Increases
For the purpose of the Agreement the residential portion shall be specified as 60% of
the total tonnage of disposal. In the event the County conducts a solid waste audit, this
percentage may be amended to reflect the results of the audit, at the discretion of the
County. The parties agree that the CPI shall be allowed as follows:
Years 2, 4, 6, and 8 No CPI increase shall be allowed on the residential portion
of the disposal tonnage.
A maximum of 4% CPI increase shall be allowed on the
commercial portion of the disposal tonnage.
Years 1, 3, 5, 7, 9, 10 CPI's are allowed on the residential and commercial portions
of the disposal tonnage.
A maximum of 2.5% CPI increase shall be allowed on
the residential portion of the disposal tonnage. A maximum
of 4% CPI shall be allowed on the commercial portion of the
disposal tonnage,
CPI increases are further subject to the limitations specified under 3.01.1) below. In no
event may a yearly per ton increase in the operations and disposal fee for the
residential portion be greater than 2.5% of the prior year's per ton fee and for the commercial
operations be greater than 4% of the prior year's per ton fee. The County shall calculate
the adjustment of the Operations and Disposal Fee and notify the Operator of the change
prior to October 1 of each year thereafter. The Operator shall have the right to review
and agree to the calculation of the adjustment.
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3.04 Disposal Fee for Islamorada's Solid Waste
The County is anticipating accepting the solid waste and horticultural waste from the
collection vendor of the Village of Islamorada. At its option, the County shall provide
the solid waste and/or horticultural waste to the Operator for disposal. The Operator
shall provide a discounted rate of $80/ ton to the County for disposal of the solid waste
and horticultural waste received from the Islamorada vendor. The County does not guarantee
any minimum amount of tonnage or period of time. Regardless of the CPI's authorized in
3.01.0 above, at no time shall the rate differential between what the County is paying the
Franchisee and what the Islamorada vendor is paying the County be less than $6 /ton. If at any
time the potential CPI increase will cause the differential to be less than $6 /ton the parties shall
mutually agree on the adjustment process for the CPI and Islamorada tonnage. If no agreement
can be reached, the County may exercise its option to cease providing such solid waste to the
Operator.
3.05 Maintenance
The Operator shall be responsible for the operation and maintenance of the Facility during
the term of this agreement including all labor, material, equipment and all other costs of
operation and maintenance as may be required to assure that the Facility is accepting and
Processing Acceptable Waste as required by the Operating Plan and by the original and
extension agreements and in compliance with all applicable federal, state and local law,
and rules. Any fee paid the Operator pursuant to this Amended and Restate
Agreement may only be made from service charges, special assessments or non ad
valorem assessments. In no event shall the fee be payable from revenue collected from
ad valorem taxation. The Operator must provide disposal capacity for tonnage delivered to
the Facility at an Operator owned disposal site located on Mainland Florida that is in
compliance with all applicable federal, state, and local laws and regulations during the
term of the original Agreement as extended by this extension agreement. If necessary to
comply with the foregoing, the Operator shall reserve disposal capacity for the County at
one of its mainland Florida disposal sites for the entire term of this agreement.
3.06 Fixed Capital.
Cost Component Fee, Facility Payment Fee, and Equipment Payment Fees.
A balance of $393,651.06 remains as of April 30, 2014. Once this Amended and Restated Monroe
County Haul Out, Transfer Stations Operations and Maintenance Agreement is executed then the
Operator shall immediately forgive any and all remaining capital cost component fee balance.
3.07 Billing Statement
At the end of each Billing Period, the Operator shall provide a billing statement in accordance
with this provision. This statement shall set forth the total tonnage received at the Facilities,
according to the weight recorded and certified at the scales for the month then ended times the
Operation and Disposal Fee charged per ton in accordance with this Agreement. The
statement shall also separately reflect the Fixed Capital Cost ComponentFee and any fees charged
pursuant to Section 2.04 {c) of this Agreement.
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Such statement shall be provided for the County not later than the fifteenth (I 5th) day of the
month following the provision of the service. The County shall make its best effort to make
payment within fifteen (15) days following the receipt of this statement, and the County shall
comply with the Local Government Prompt Payment Act 218.70, Florida Statutes
3.08 Royalty Payments.
If during the course of a fiscal year (October 1 through September 30), an excess of 67,000
tons is delivered to the Facility, then the Operator shall pay the County a royalty fee of $3 per
ton for each ton in excess of 67,000 tons until the end of the fiscal year. Solid waste delivered
from the collection vendor of the Village of Islamorada, will not be subject to payment of the
royalty fee, due to the discounted disposal rate provided by the Operator.
3.09 Performance Guarantees.
Operator shall operate the Facilities in a manner that they are capable of accepting and
processing up to 95,000 tons of Acceptable Waste per year not including horticultural
waste. Operator shall accept and Process unlimited quantities of horticultural waste.
3.10 County Non - performance.
If during any Billing Period due to the fault of the County, the Facility is temporarily shut down,
either partially or totally, or is otherwise unable to receive or Process Acceptable Waste, the
Operator shall use its best efforts to receive, Process and/or dispose of Acceptable Waste to
the extent possible, and the County shall pay such costs as shall be claimed by the
Operator, subject to Cost Substantiation. During such events, the Operator shall use its best
efforts to reduce expenses and mitigate losses during a period of non - operation or partial
operationdue to the County's fault.
3.11 No Liability for Uncontrollable Circumstances.
Neither the County nor the Operator shall be liable to the other for any failure or delay in
performance of any obligation under this Agreement (except any obligation to pay previously
owedor otherwiseobligated monies) ifsuchparty is prevented ordelayed in the performance of such
obligationdue to the occurrenceofan Uncontrollable Circumstance. The parry whose performance
under thisAgreement has been affected byanUncontrollable Circumstance shall provide prompt
written notice of the occurrence and cessation of such Uncontrollable Circumstance to the other
party. Whenever an uncontrollable Circumstance shall occur, the party claiming to be adversely
affected thereby shall, as quickly as reasonably possible, eliminate or mitigate the cause
therefor, reduce costs and resume performance under this Agreement.
3.12 Extraordinary Rate Adjustment
The Franchisee may petition the Franchisor's Board of County Commissioners at any
time for an addition rate adjustment on the basis of extraordinary and unusual changes in the
cost of operations that could not reasonably be foreseen by a prudent operator. The
Franchisee's request shall contain substantial proof and justification, as determined by the
Contract Administrator, to support the need for such rate adjustment. The Franchisor may
request from the Franchisee such further information as may be reasonably necessary in making
its determination. The Franchisor shall, at its sole option, approve or deny the request, in whole
or in part, within sixty (60) days of receipt of the request and all other additional information
required by the Franchisor.
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ARTICLE IV
FURTHER AGREEMENTS
4.01 Licenses, Approvals and Permits.
The Operator shall maintain all permits required or permitted by law to be in its name which
are necessary for the operation of the Facility. The Operator and the County shall
cooperate as reasonably necessary in connection with obtaining in a timely manner the
licenses, approvals and permits for the operation of the Facility.
4.02 Insurance During Operations.
(a) The Operator shall maintain all insurance coverage as mutually agreed to under
Section 4.02(b) and any additional insurance as may be required by the County
during the term of this Agreement. The costs of all such insurance, including any
deductibles shall be paid by the Operator.
(b) The Operator shall obtain and maintain the following insurance with respect to
operation and maintenance of the Facility:
(1) Broad Form Commercial General Liability Insurance Coverage which shall
contain the following minimum coverage and endorsements with other
coverage and endorsements to be added by mutual agreement,
a) Premises /operations;
b) Contractual liability applicable to the indemnities in this Agreement;
c) Products /Completed Operations Hazards;
d) Independent Operators;
e) Environmental Impairment;
f) Personal injury;
g) Deletion of the Explosion, collapse and underground hazards
exclusion;
h) Cross liability clause.
The applicable limit of liability shall be as agreed from time to time but shall
not be less than $5,000,000 per occurrence.
(2) Workers' Compensation in an amount as required by statute and Employers
Liability in an amount no less than $1, 000,000 each accident, $1,000, 000 each
employee for disease, and $5,000,000 policy limit.
(3) Comprehensive Automobile Liability Insurance Coverage applicable to all
owned, "non- owned" and hired vehicles used in connection with the operation
and maintenance of the Facility, subject to the minimum Combined Single Limit
of Primary Bodily Injury and Property Damage Liability Insurance as agreed
from time to time but which shall not be less than $5, 000, 000 Combined Single
Limit. Operator will require subcontractor to provide a certificate of automobile
insurance.
(4) Umbrella or Excess Liability Insurance Coverage which shall follow form, with
respect to all underlying coverage regardless of Umbrella or Excess
Policy Conditions to the contrary. The Limits of Liability shall be at
$20,000,000 per occurrence if available at a reasonable cost, but no less than
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$10,000,000 per occurrence and, as applicable, in the aggregate.
(5) All Risk Property Insurance covering the Facility on an all risk basis in an
amount not less than 100% of the Facility replacement cost. Such insurance shall
contain the following minimum coverage and endorsements, with the other
coverage and endorsements to be added by mutual agreement:
a) Data Processing and media coverage;
b) Flood;
C) Demolition and Increased Cost of Reconstruction;
d) Expediting Expense;
e) Extra Expense;
f) Agreed Amount Endorsement;
g) Repair and Replacement Endorsement;
h) Sink Hole Endorsement;
i) Earthquake coverage;
j) Business Interruption Insuranceas set forth in Section 4.02(b)(6) if not
covered on a following form by separate policy; and
k) Windstorm
(6) Business Interruption and Extra Expense Insurance on the Facility to protect the
Operator and the County, covering loss of revenues attributable to the Facility
(and extra expenses incurred) by reason of the total or partial suspension of, or
interruption in, the operation of the Facility caused by loss or damage to, or
destruction of, any part of the Facility or Facility Site as a result of the perils
insured against pursuant to Section 4.02(b) (5)and4D2(b) (7), and covering a period
of suspensionorinterruption of at least eighteen(18) calendar months in an
amount not less than the Operation Payments during any such period. Such
insurance shall exclude any loss of revenues sustained during the first seven (7)
days of total or partial interruption of use of the Facility.
(7) Boiler and Machinery Insurance covering all machines andapparatussubjecttoperils
typically insuredunder a Boiler and Machinery Insurance Policy in an amount equal
to 100% of the cost of repair or replacement without deduction for
depreciation. Such insurance shall contain the following minimum coverage and
endorsements with other coverage and endorsement to be added by mutual
agreement:
a) Demolition and Increased Cost of Keconstruction;
b) Expediting Expense;
C) Extra Expense;
d) Repair and Replacement Endorsement;
e) Additional expenses incurred for cleanup of contaminated or polluted
property that is a result of a covered accident;
f) Connected and ready for use endorsement; and
g) Business Interruption Insurance asset forth in Section 4.02(b)(6) if
not covered in a following form by separate policy.
(c) Additional Named Insureds The Operator shall name the County (including their
respective board members, directors, officers, employees and agents) as additional named
insured on all insurance policies required pursuant to this Section 4.02 and as loss
payee on property insurance policies, as their respective interest may appear in
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accordance with the contracts and agreements (related to the Facility and Facility
Site)to which they are a party.
(d) Special Insurance Provisions With respect to the insurances specified in this Section 4.02.
(1) Such coverage shall not be cancelled or materially changed without giving
the County sixty ( 60) days, if available, but not less than sixty (60) days
prior written notification thereof.
(2) Additional named Insureds shall have the option of paying any insurance
premium in order to prevent cancellation of insurances for nonpayment of
premium and shall be entitled to receive from the Operator full reimbursement of
all items so expended.
(3) Neither the Operator nor any of the additional named insureds set forth in
Section 4.02(c) shall have the unilateral right to make an insurance settlement
under the policies of insurances set forth herein.
4) If at any time the insurances set forth in this Section 4.02 shall fail to comply with
the insurance requirements specified, the Operator shall, upon notice to that effect,
promptly apply for a new policy, submit such policies to the County for prior
approval, and then file a certificate thereof with the same. If the Operatorfails
to comply with any such insurance requirements, the County may, at its option,
pay a renewal premium or otherwise fulfill the particular insurance
requirements. This action on the part of the County will mandate repayment of said
insurance premiums by the Operator. Failure of the operator to take out and/or
maintain any required insurance shall not relieve the Operator from any liability
hereunder Failure of the Operator to maintain the required insurance constitutes a
breach of this Agreement.
5) The Operator shall evidence compliance with the Workers' Compensation
Law by supplying the County, the following attested documentation:
(a) A Workers' Compensation certificate, prescribed for proof of compliance
with the Workers' Compensation Law; and
(b) If the Operator or any subcontractor shall be self - insured for Workers'
Compensation, such entity shall present a certificate evidencing from
the Workers' Compensation Commission that fact to the County.
(c) The Operator shall maintain a written list of the names and addresses of all
suppliers, contractors and subcontractors known, which list shall be updated
on regular basis.
(d) With respect to the interests of the additional named insureds set forth in
Section 4.02(c), such insurance shall not be invalidated by any action or
inaction of the named insured and shall insure such additional named
insureds regardless any breach or violation of any warranty, declaration of
condition contained in such insurance by the named insured.
(e) Such liability insurance as is afforded by the insurance set forth in this
Section 4.02 shall be primary without the right of contribution from any
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other insurances that are carried (or self - insurance) by the Operator or by
any additional named insureds set forth in Section 4.02(c), with respect to their
interests in the Facilityorthe Facility Site and, further, such liability
insurances shall expressly provide that all of theprovisions thereof, except
the limits of liability, shall operate in the same manner as if there were a
separate policy covering each insured.
(f) The Operator shall arrange for appropriate certificates of insurance to
be issued to each additional named insured by each provider of the insurance
set forth in Section 4.02(b).
(g) With respect to the insurance referred to in Section 4.02(b)(6), any losses
payable shall be paid to the County for the account of all
interests.
4.03 Equal Employment Opportunity and Non - Discrimination.
The Operator agrees to comply with the requirements of all applicable non - discrimination and equal
employment opportunity statutes, ordinances and laws. County and Contractor agree that there will
be no unlawful discrimination against any person, and it is expressly understood that upon a
determination by a court of competent jurisdiction that unlawful discrimination has occurred and
has not been cured or resolved by way of settlement or other resolution, this Agreement
automatically terminates without any further action on the part of any party, effective the date of the
final and non - appealable court order. County or Contractor agree to comply with all Federal and
Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination.
Notwithstanding the foregoing, termination may not occur if the Operator produces and adopts a
plan that on a go- forward basis will address and seek to prevent any reoccurrence of unlawful
discrimination. The County and Operator agree to comply with all Federal and florida Statutes, and
all local ordinances, as applicable, relating to nondiscrimination.
4.04 Change in Law.
In the event that a Change in Law occurs such that compliance with this Agreement by either
party is rendered unlawful or is materially adversely affected, the parties shall meet immediately
to agree on a modification to this Agreement that will allow continuation of this Agreement
without causing such adverse effect or violation of law. The Agreement shall be
deemed terminated by mutual consent of the parties if such modification is not agreed to within
30 days after the Change in Law occurs. The enactment by the Broward County, Florida Board
of County Commissioners of any ordinance, code, rule, or regulation requiring disposal of
Monroe County generated Solid waste in Broward County solid waste disposal facilities
and/or any surcharges or any other fees that may be levied for any such Solid Waste disposal
shall be a Change in Law. However, in the event such action by Broward County is specifically
and only applied to Monroe County solid waste, Operator agrees to use good faith efforts to
challenge such action including the institution of administrative and legal processes.
4.05 Incinerator Ash.
The parties recognize that Operator has the capability to transport and dispose of municipal
solid waste incinerator ash ( "Ash ") which is not a Hazardous Waste or Hazardous Material, as
deemed herein and by the Broward County Environmental Quality Control Board. In the
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event the County determines that it wishes to arrange for the transportation and disposal of
Ash generated from an incinerator implemented in the future, under DEP guidelines, the
Operator and County shall enter into good faith negotiations for such transportation and
disposal.
ARTICLE V
DEFAULT AND TERMINATION
5.01 RemediesforBreach.
Either party may terminate this Agreement on the occurrence of an Event of Default by the
other party in accordance with this Article V.
5.02 Events of Default by Operator.
The following shall constitute Events of Default on the part of the Operator:
(a) Failure of the Operator to timely perform any material obligation under this
Agreement, such as, but not limited to, failure to provide sufficient labor and
materials to operate the Facilities as herein specified, operation of the Facilities in
violation of any federal, state or local environmental rules, regulations or laws, or
ordinances, refusals or failures to supply properly skilled workmen, failure to supply
or cause to be supplied proper materials, failure to properly maintain the Facility, failure
to make or cause to be made prompt payment to subcontractors for amounts due and
owing, failure to make or cause to be made prompt payment for materials or labor for
amounts due and owing, failure of the Operator to provide the insurance as requiredby
Section 4.02, and disregard for laws, ordinances, rules, regulations or orders of
any public authorityhaving jurisdiction over the Facility, the Facility Site, or the
Operator's obligations under this Agreement. However, the failure of the Facility to
operate at the level of the Performance Guarantees shall not be an Event of Default if
(i) no Event of Default described in paragraph (bx 1) of this Section 5.02 shall have
occurred, and (ii) the Operator shall pay any costs incurred by the County because of
such failure.
(b) (1) The Operator fails to operate the Facility at a level in accordance with the
performance guarantees for aperiod of two (2) consecutive months, provided that
the County has otherwise delivered or caused to be delivered Acceptable
Waste for processing. Any such default shall be cured if the Operator shall
develop a reasonable corrective plan intended to restore Facility performance to an
acceptable level within a two (2) month period. This two (2) month period
may be extended at the Option of the County upon
the Operator's showing of good cause.
(2) In the event of any extension beyond the initial two month period provided in
Section 5.02(bx 1) unless the Operator can demonstrate that it has properly operated
and maintained the Facility in accordance with prudent operating and maintenance
practices forrefuse ffacilities, the Operator shall be liable for costs associated
withthe failureto performduring the extension period.
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(c) The Operator being or becoming insolvent or bankrupt or ceasing to pay its
debts as they mature or making an arrangement with or for the benefit of its
creditors or consentingto oracquiescing intheappointment of a receiver, trustee or
liquidator for a substantial part of its property, or bankruptcy, winding up,
reorganization, insolvency, arrangement or similar proceeding instituted by or against
the Operator under the laws of any jurisdiction, which proceeding has not been
dismissed within ninety (90) days, or any action or answer by the Operator approving
of, consenting to, or acquiescing in, any such proceeding, or the levy of any
distress, execution or attachment upon the property of the Operator which shall
substantially interfere with its performance hereunder.
5.03 Events of Default by the County.
The following shall constitute Events of Default on the part of the County.
(a) Failure of the County to timely perform any material obligation under this
Agreement, except the obligation described in Section 5.03(b), the failure of the
County to perform any material obligation under this Agreement. However, no
event of default shall occur under this Section 5.03 (a)if the County shall, within 120 days
of the failure toperform, preparea reasonable corrective planintendedto cure the failure of
performance within a two month period. The two month period may be extended for an
additional two month period by mutual agreement upon the County's showing of good
cause, which agreement shall not be unreasonably withheld by the Operator. The
County shall be liable for any costs incurred by the Operator during the period of the
County's failure to perform.
(b) Failure of the County to pay amounts owed to the Operator under Section 3.01 or 3.03
of this Agreement within thirty (30)days of the due date, or failure of the County to pay
any other amount owed to the Operator within ninety (90) days following receipt of
Operator's billing statement and Cost Substantiation therefor; unless a dispute resolutionis
pending pursuant to Section 6.03 hereof, in which case the County shall pay to the
Operator any such amount which is not in dispute, and withhold payment of any such
amount in dispute in accordance with Section 6.03.
5.04 Termination of Agreement by the County.
(a) If within a period of thirty (30) days after the Operator shall have received notice
from the County that an Event of Default has occurred under Section 5.02(a) or (b),
such notice describing in reasonable detail the nature of the Event of Default, the
Operator has neither remedied, nor commenced and continued to pursue with due
diligence a remedy for any such Event of Default, the County may after dispute
resolution in accordance with Section 6.03 terminate this Agreement forthwith.
An Event of Default of the character described in Section 5.02(c) hereof shall not
require notice by the County as hereinabove provided, but shall terminate this
Agreement forthwith.
(b) If this Agreement is terminated by the County pursuant to Section 5.04(a) hereof,
the Operator shall vacate the Facility. Further, if the Event of Default giving rise to
the termination was that described in Section 5.02(b), then the Operator shall pay to the
County the amount of the Performance Bond.
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(c) If the Agreement is terminated, the Operator shall (a) grant to the County, or any
replacement operator,a paid -up, royalty -free, non - exclusive license to any patents,
trademarks, copyrights and trade secrets and "shop rights" asnecessary for and limited
to the operation of the Facility; (b) supply at a mutually agreeable fair market value,
any proprietary components needed for continuing the operation of the Facility; (c)
assign, a t t h e o p t i o n o f an d for the benefit of the County or any replacement
operator, all maintenance and supply contracts: (d) assist the County or any authorized
replacement operator by providing, without charge, initial training for personnel as may
be reasonably necessary to enable the new operator to continue with the operation of the
Facility; (e) provide non - technical and technical design, construction and operational
information, whether or not proprietary, including technological specifications,
necessary for operation, maintenance and repair of the Facility; and (f) grant to the
County or any replacement operator access to the Facility for the purpose of
operating and maintaining the Facility. The Operator shall be entitled to payment of its
Operation and Disposal Fee pursuant to Article IV until the date of termination of this
Agreement.
(d) This Section 5.04 shall survive the termination of this Agreement for the purpose
of enforcing the County's rights herein.
5.05 Termination of Agreement by the Operator.
If an Event of Default described in Section 5.03(a) or (b)hereof shall occur and if such Event
of Default shall continue for a period of thirty (30)days after the County shall have received
notice from the Operator describing in reasonable detail the nature of the Event of
Default, and if the County has neither remedied, nor commenced and continued to pursue a
remedy for any such Event of Default with due diligence, or, in the event of a failure to pay
monies owed, paid in full such monies, then the Operator, after dispute resolution in
accordance with Section 6.03 may commence such legal or equitable proceedings to
recover damages as the Operator may deem appropriate and /or terminate this Agreement
upon Onehmduedandtwenty (120)days written notice to the County.
5.06 No Liability for Uncontrollable Circumstances.
Neither the County nor the Operator shall be liable to the other for any failure or delay in
performance of any obligation under this Agreement (exceptthe obligation to pay previously
owed or otherwise obligated monies) due to the occurrence of an Uncontrollable
Circumstance. The party whose performance under this Agreement has been affected by an
Uncontrollable Circumstance shall provide prompt written notice of the occurrence and
cessation of such Uncontrollable Circumstance to the other party. Whenever an
Uncontrollable Circumstance shall occur, the parry claiming to be adversely affected thereby
shall, as quickly as possible, eliminate or mitigate the cause thereof, reduce costs and resume
performance under this Agreement.
5.07 Manner of Termination Payment.
Within thirty (30)days following termination of this Agreement, the County and the operator
shall reconcile all amounts then due and payable to each other under the terms of this
Agreement. Upon reaching, as a result of such reconciliation, the total amount of the
outstanding unpaid balance which the County and the Operator each owe the other, the County
and the operator shall, within 30 days thereafter pay such amounts. If there shall be a
disagreement as to the amount the Operator or the County shall be entitled to receive, there shall
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nevertheless be timely paid such amounts which are not in dispute. Any remaining balance shall
be payable promptly by the appropriate party after resolution of said dispute, in accordance
with Section 6.03.
ARTICLE VI
MISCELLANEOUS
6.01. Term.
Unless sooner terminated in accordance with the terms hereof, this Amended and Restated
Monroe County Haul Out, Transfer Stations Operations and Maintenance Agreement shall commence
on October 1, 2014 and continue for a period of ten (10) years until September 30,2024. Either party
may request renewal of this Agreement for one additional period of five years on the terms and
conditions set forth herein. If approved, a formal amendment must be executed by the parties.
6.02 Assignment.
(a) It is expressly understood and agreed that thisAgreement is personal to the County and the
Operator, and that, except as expressly provided in this Section 6.02, the Operator shall
have no right, power or authority to assign this Agreement or any portion thereof
without prior witknapproval of the County. If such assignment is approved, the Operator
understands that an assignment fee shall be paid to the County, which shall be
negotiated between the parties at the time of the proposed assignment.
(b) Upon written notification to and subject to written approval by the County the
Operator may subcontract or authorize performance of the Work. Such written request
shall include the name(s) and work history of the subcontractor(s), their cost per ton
for disposal, and the desired length of the work period for which they will be providing
services. The Operator guarantees compliance by such subcontractors and assignees
with the requirements of this Agreement, including insurance, copies of which shall be
provided by the subcontractors or assignees to the County. The County shall not
unreasonably withhold approval of any requested subcontract. 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. Unless
expressly provided for herein, such approval shall in no manner or event be deemed to
impose any additional obligation upon the Board.
6.03 Dispute Resolution.
(a) The parties shall use their best efforts to resolve any dispute or controversy by
mutual agreement. Except as otherwise expressly provided herein, each party
shall have the right to fully pursue its remedies at law in the event a dispute or
controversy cannot be resolved in accordance with the foregoing.
(b) Adjudication of Disputes or Disagreements: The parties agree that all disputes and
disagreement shall be attempted to be resolved by meet and confer sessions between
representatives of each of the parties. If no resolution can be agreed upon within 30
days after the first meet and confer session, the issue or issues shall be discussed at
public meeting of the Board of County Commissioners. 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
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(c) Any civil proceeding or other action commenced to enforce this Agreement shall be
filed in any court having jurisdiction thereof and situated in Monroe County, Florida.
6.04 Indemnities and Releases.
(a) Notwithstanding any minimum insurance requirements prescribed elsewhere in this
Agreement, the Operator shall protect, indemnify, and hold harmless the County and its
respective officers, board members, employees, and agents (the "County Indemnified
Parties ")from and against all liabilities, actions, damages, claims, demands,
judgments, losses, costs, expenses, suits, or actions and reasonable attorneys' fees,
and shall defend the County in any suit, including administrative actions and
appeals, for personal injury to, or death of, any person or persons, or loss of or
damage to property including the Disposal Site, or for any fines or governmental
penalties, caused by the negligence or wrongful acts
or omissions of the operator, arising out of the performance or
non - performance of the Operator's obligations under this Agreement, the improper
disposal of Acceptable Waste or the breach by Operator of any representation or
Condition of this Agreement. The Operator is not, however, required to reimburse
or indemnify County or any County Indemnified Party for loss or claim due to
negligence of County or any County Indemnified Party to the extent the loss or
claim was caused by the County or any County Indemnified Party. The Operator's
aforesaid indemnity is for the exclusive benefit of the County and the County
Indemnified Parties, and in no event shall inure the benefit of any third party. This
indemnification set forth in this subsection shall survive the termination of this
Agreement.
(b) The Operator shall protect, indemnify and hold harmless the County and the
County Indemnified Parties from and against all cost recovery or remedial actions
arising under the Comprehensive Environmental Response, Compensation and
Liability Act, 42 U.S.C., Sec. 9601 et seg and Florida Statute 403, the Solid
Waste Act, brought against the County or the County's Indemnified Parties and
arising from Operator's transportation and disposal of Acceptable Waste at the
Disposal Site pursuant to this Agreement. The indemnification set forth in this
subsection shall survive the termination of this Agreement.
(c) The County under the terms and provision of Florida Statute 768.28 shall protect,
indemnify, and hold harmless the Operator and any substitute subcontractors, and
their respective officers, directors, employees and agents (the "Operator
Indemnified Parties ") from and against all liabilities, actions, fines, damages,
claims, demands, judgments, losses, costs, expenses, suits, or actions and
reasonable attorneys' fees, and shall defend the Operator Indemnified Parties in any
suit, including appeals, for personal injury to, or death of, any person or persons,
or loss of, or damage to property or any suit arising out of the negligent
performance (or nonperformance) of the County's obligations under this Agreement
up to the waiver amount set forth in Section 768.28 Florida Statutes. The County
is not, however, required to reimburse or indemnify any Operator Indemnified
Party for loss or claim due to negligence of any Operator Indemnified Parry. This
indemnification shall survive the termination of this Agreement.
(d) More fully described in Section 4.02 Herein, Operator and the County hereby
waive any and every claim for recovery from the other and from any substitute
subcontractors for any and all loss or damage to each other resulting from the
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performance of this Agreement, which is covered by valid and collectible
insurance policies, but only to the extent to which such loss or damage is
actually recovered under such insurance policies.
(e) There are no warranties or guarantees of the Operator which extend beyond
those expressed in this Agreement, and the Operator DISCLAIMS AND THE
COUNTY WAIVES ANY IMPLIED WARRANTIES OR WARRANTIES
IMPOSED BY LAW, INCLUDING WARRANTIES OR MERCHANTABILITY,
WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, AND
CUSTOM AND IMAGE.
6.05 Further Assurances.
Each party agrees to execute and deliver any instruments and to perform any action that
may be necessary, or reasonably requested, in order to give full effect to this
Agreement. Each party shall use all reasonable efforts to provide such information,
execute such further instruments and documents, and take such action as may be
reasonably requested by the other party not inconsistent with the provisions of this
Agreement and not involving the assumption of obligations other than those provided
for in this Agreement to carry out the intent of this Agreement.
6.06 Warranties, Machinery, Equipment and Materials.
The Operator shall exercise all reasonable efforts to obtain manufacturers' warranties
for equipment and materials at the Facility and to assign such warranties to the County
in accordance with this Agreement. The Operator hereby agrees that the County shall be
subrogated to all of the Operator's rights and privileges under all suppliers' warranties
and that if the Operator shall not have, within 30 days after written notice from the
County, moved to enforce its rights and privileges under any of such warranties, the
County may enforce such rights as the Operator would otherwise have under such
warranties.This Section 6.06 shall survive the termination of this Agreement.
6.07 Industrial Property Rights.
The Operator and the County agree to hold in strictest confidence and not to disclose to
third parties any confidential or proprietary know -how, trade secrets, technical data or
other data or information which has been identified by one party to the other as
proprietary or confidential and has been or shall be furnished by one party to the other
in connection with the performance of this Agreement, except that in each instance this
Section shall not apply to such matters which (i) were in the receiving party's lawful
possession prior to submission thereof by the disclosing party and had not been obtained
by the receiving party either directly or indirectly from the disclosing party, or (ii) are
hereafter lawfully made available to the receiving party by a third party, or (iii) are, or
at any time became available to the public through no act or failure to act by the
receiving party, or (iv) any matters required to be disclosed or made public under the
requirements of law.
6.08 Representations.
(a) The County's Representations. The County represents to the Operator that:
(1) The County is duly organized and existing in good standing under the laws of
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the State of Florida and is authorized to carry on the governmental functions
and operations as contemplated by this Agreement.
(2) The County has the power, authority and legal right, to enter into and
perform its obligations set forth in this agreement, and the execution,
delivery and performance hereof (a) have been duly authorized, (b) have
the requisite approval of appropriate governmental bodies.
(3 } This Agreement has been duly entered into and delivered and, as of the
Contract date, constitutes a legal, valid and binding obligation of the
County, enforceable in accordance with its terms.
(b) Operator's Representations. The Operator hereby represents to the
County that:
(1) The Operator is duly organized and existing in good standing under the
laws of the State of Florida, and is duly qualified to do business wherever
necessary to carry on the business and operations contemplated by this
Agreement.
(2) The Operator has the power, authority and legal right to enter into and
perform its obligations set forth in this agreement, and the execution,
delivery and performance hereof (i) has been duly authorized, (ii) has the
requisite approval of appropriate governmental bodies, (iii) does not violate
any judgment, order, law or regulation applicable to the Operator or any
provisions of the Operator's certificate of incorporation or bylaws and (iv)
does not constitute a default under or result in the creation of any lien,
charge, encumbrance or security interest upon any assets of the Operator
under any agreement or instrument to which the Operator is a party or by
which the Operator or its assets may be bound or affected.
(3) The Operator holds, or is expressly authorized under, the necessary patent
rights, licenses and franchises to operate and maintain the Facility pursuant
to the terms of this Agreement.
(4) This Agreement has been duly entered into and delivered and, as of the
Contract Date, constitutes a legal, valid and binding obligation of the
Operator, enforceable in accordance with its terms.
(5) The Operator warrants that its consultants, sub- consultants, agents and
employees have the experience, knowledge and character necessary to
qualify them for the particular duties that each may perform under this
Agreement and shall perform such services in accordance with the
highest professional standards and free from defects in materials and
workmanship.
(6) The Operator has or will obtain all necessary permits required to operate
the Facility.
6.09 Relationship of the Parties.
Except as otherwise explicitly provided herein, no party to this Agreement shall have
any responsibility whatsoever with respect to services provided or contractual obligations
281 Page
assumed by any other party and nothing in this Agreement shall be deemed to constitute
any party a partner, agent or legal representative of any other party or to create any
fiduciary relationship between or among the parties.
6.10 Documents Pertaining to the Facility.
All documents prepared by or for the Operator pertaining to the Facility for the purpose
of operating and maintaining the Facility shall become the property of the County, upon
termination of this Agreement, subject to any applicable proprietary restrictions,
provided that the Operator may retain and use copies thereof.
6.11 Notices.
Any notices or communication required or permitted hereunder shall be in writing
and sufficiently given or delivered in person or sent by certified or registered mail,
postage prepaid, as follows:
As to the Operator:
As to the County:
President
Waste Management Inc. of Florida
2700 Wiles Road,
Pompano Beach, Florida 33073
County Administrator
Monroe County
1100 Simonton Street, Ste. 2 -205
Key West, Fl. 33040
Changes in the respective addresses to which such notice may be directed may be made
from time to time by any party by written notice to the other party.
6.12 Waiver.
The waiver by either parry of a default or a breach of any provision of this Agreement
by the other party shall not operate or be construed to operate as a waiver of any
subsequent default or breach. The making or the acceptance of a payment by either party
with knowledge of the existence of a default or breach shall not operate or be construed
to operate as a waiver of any subsequent default or breach.
6.13 Modifications.
The provisions of this Agreement, including the present and all future Schedules, together
with the agreements incorporated by reference, shall (1) constitute the entire agreement
between the parties for the operation of the Facility, and (2)be modified, unless provided
herein to the contrary, only by written agreement duly executed by both parties. In the
event of any conflict, variation or inconsistency between these general terms and
conditions of this Agreement and any of the Schedules, these general terms and
conditions shall control.
6.14 Headings.
Captions and headings in this Agreement are for ease of reference only and do not
constitute a part of this Agreement.
291 Page
6.15 Governing Law.
This Agreement and any questions concerning its validity, construction or
performance shall be governed by the laws of the State of Florida, irrespective of the
place of execution or of the order in which the signatures of the parties are affixed or
of the place or places of performance.
6.16 Venue.
Venue for all purposes arising out of this Agreement shall be in Monroe County,
Florida, unless prohibited by law.
6.17 Counterparts.
This Agreement may be executed in more than one counterpart, each of which shall
be deemed to be an original.
6.18 Severability.
In the event that any provision of this Agreement shall, for any reason, be determined to
be invalid, illegal, or unenforceable in any respect, the parties hereto shall negotiate in
good faith and agree to such amendments, modifications, or supplements of, or to, this
Agreement or such other appropriate changes as shall, to the maximum extent practicable
in light of such determination, implement and give effect to the intentions of the parties as
reflected herein, and the other provisions of this Agreement shall, as so amended,
modified, supplemented or otherwise affected by such action, remain in full force and
effect.
6.19 Unless Stated Otherwise.
Whenever this Agreement requires performance by the Operator it shall be at the
Operator's expense and whenever this Agreement requires performance by the County it
shall be at the County's expense.
6.20 Performance Bond.
Operator shall provide a performance bond in the amount of $6,000,000 issued by a
Surety or insurance company licensed to do business in the State of Florida.
Notwithstanding anything herein to the contrary, in the event this Agreement is terminated
due to the default of Operator under the provisions in Section 5.02 hereof, and the County,
receives payment from the Surety, Operator's liability for any and all obligations
hereunder shall be limited to said amount of $6,000,000.
6.21 Public Entity Crimes Form.
The following document shall be attached to this Contract and shall be executed annually
on January 1 each year of the Contract term: Schedule E - Public Entity Crimes Form
6.22 Maintenance of Records.
Operator shall maintain all books, records, and documents directly pertinent to performance
under this Agreement in accordance with generally accepted accounting principles consistently
301 Page
applied. Each party to this Agreement or their authorized representatives, or the Florida
Department of Environmental Protection or its designee, 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, the Contractor shall repay
the monies together with interest calculated pursuant to Sec. 55.03; FS, running from the date
the monies were paid to Contractor.
6.23 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.
6.24 No Solicitation/Payment.
The County and Operator 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, 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.
6.25 Public Access.
The County and Operator shall allow and permit reasonable access to, and inspection of, all
documents, papers, letters or other materials in its possession or under its control subject to the
provisions of Chapter 119, Florida Statutes, and made or received by the County and Contractor
in conjunction with this Agreement. Pursuant to F.S. 119.0701, Franchisee and its
subcontractors shall comply with all public records laws of the State of Florida, including but
not limited to:
(a) Keep and maintain public records that ordinarily and necessarily would be required
by Monroe County in order to perform the service.
(b) Provide the public with access to public records on the terms and conditions that
Monroe County would provide the records and at a cost that does not exceed the cost
provided in Florida Statutes, Chapter 119 or as otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law
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(d) Meet all requirements for retaining public records and transfer, at no cost, to Monroe
County all public records in possession of the Franchisee upon termination of the
contract and destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. All records stored electronically
must be provided to Monroe County in a format that is compatible with the
information technology systems of Monroe County.
Violation of this subsection is considered a default under this Agreement and shall be addressed
as set forth in Section 5.02 above. The County shall have the right to unilaterally cancel this
Agreement upon violation of this provision by Operator that is not cured within a reasonable
time by the Operator.
6.26 NON - WAIVER OF IMMUNITY.
Notwithstanding the provisions of Section 768.28, Florida Statutes, the participation of parties 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.
6.27 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 that apply to the activity of
officers, agents, volunteers 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.
6.28 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 other participating entity, in which case the performance may
be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended
to, not 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 statutes, case law, and,
specifically, the provisions of Chapters 125 and 163, Florida Statutes.
6.29 NON - RELIANCE BY NON - PARTIES.
No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to
enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service or
program contemplated hereunder, and the Franchisor and Franchisee agree that neither the
Franchisor or Franchisee, or any agent, officer or employee of either shall have the authority to
inform, counselor otherwise indicate that any particular individual or group of individuals, entity or
entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or
321 Page
superior to, the community in general or for the purposes contemplated in this Agreement.
6.30 ATTESTATIONS.
Operator agrees to execute such documents as the County may reasonably require, including a Public
Entity Crime Statement attached as Schedule E, an Ethics Statement attached as Schedule C, and a
Drug -Free Workplace Statement attached as Schedule D.
6.31 COVENANT OF NO INTEREST.
The County and Operator covenant that neither presently has any interest, and shall not acquire any
interest, that would conflict in any manner or degree with its performance under this Agreement, and
that the only interest of each is to perform and receive benefits as recited in this Agreement.
6.32 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 Operator 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 Operator specifically agree that no party to this Agreement shall be
required to enter into any arbitration proceedings related to this Agreement or any Attachment or
Amendment to this Agreement.
6.33 BINDING EFFECT.
The terms, covenants, conditions and provisions of this Agreement shall bind and inure to the benefit
of the County and Operator and their respective legal representatives, successors and assigns.
6.34 EXISTING OR PRIOR AGREEMENTS.
The terms and conditions of this Agreement supersede the terms, obligations and conditions of any
existing or prior agreement or understanding, written or verbal, between the parties regarding the
work performed, compensation to be paid, and all other matters contained herein.
6.35 SCHEDULES
The following documents shall be Schedules attached to this
Contract and incorporated therein by reference:
Schedule A: Special Waste
Schedule B: Operations and Disposal Fee Adjustment
Schedule C: Sworn Statement on Ethics
Schedule D:
Drug Free Workplace Form
Schedule E:
Public Entity Crime Statement
Schedule F:
Non - Collusion Affidavit Form
Schedule G:
Lease Areas Reserved for the Operator
331Page
6.36 MISCELLANEOUS
This Amended and Restated Agreement may not be construed as a County waiver of
any breach of the terms of the original agreement by the Operator, or as a County waiver of any
fraudulent act(s) committed by the Operator, that occurred prior to the effective date of this
Amended and Restated Agreement. Further, this Amended and Restated Agreement does not operate
to estop or prevent the County from terminating the original agreement and this Amended and
Restated Agreement for any breach of the terms of the original agreement by the Operator, or
fraudulent act(s) committed by the Operator that occurred prior to the effective date of this Amended
and Restated Agreement, or from damages on account of any such breach or fraudulent act(s).
IN WITNESS HEREOF, the parties have caused this Agreement to be executed by their
t horized officers or representatives as of the day and year first above written.
MONROE COUNTY, FLORIDA
Clerk of the Circuit Court Mayor
Approved by Office of
General Counsel as to Form
and Legal Sufficiency:
Lo
MONROE COUNTY ATTORNEY
APPROVED AS TO FORM:
CHRISTINE M. LIMBERT- BARROWS
ASSISTANT COU ATTORNEY
Date (al�Il
ATTEST:
*ery,
WASTE MANAGEMENT INC. OF FLORIDA
A Florida Corporation
By:
Timot y B. Haw s
President
341 Page
SCHEDULE A
SPECIAL WASTE
Any waste meeting the description which follows is a "special waste ":
a. Chemical waste from a laboratory. (This is limited to discarded containers of
laboratory chemicals, lab equipment, lab clothing, debris from lap spills or cleanup
and floor sweepings.)
b. Articles, equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs). (Examples would be: PCS capacitors or transformers, gloves or
aprons from draining operations, empty drums that formerly held PCBs, etc.
C. PCB drainings and flushings removed from PCB articles and placed directly into
transport containers.
d. "Empty" containers of waste commercial products or chemicals. (This applies to a
portable container which has been emptied, but which may hold residuals of the
product or chemical. Examples of containers are: portable tanks, drums, barrels, cans,
bags, liners, etc. A container shall be determined RCRA "empty" according to the
criteria specified at 40 C.F.R.s261.7.)
e. Asbestos containing waste from building demolition or cleaning. (This applies to
asbestos - bearing waste insulation materials, such as wall board, wall spray
coverings, pipe insulation, etc.
f Commercial products or chemicals: Off - specification, outdated, contaminated or
banned. (This also includes products voluntarily removed from the market place
by a manufacturer or distributor, in response to allegations of adverse health
effects associated with product use.)
g. Residue and debris from cleanup spills or releases of a single chemical substance
or commercial product or a single waste which would otherwise qualify as a
special waste.
h. Infectious waste. (Any waste from a hospital, medical clinic, nursing home,
medical practitioner, mortuary, taxidermist, veterinarian, veterinary hospital,
animal testing laboratory, university medical laboratory, etc., that is contaminated
with or may be contaminated with an infectious agent that has the potential of
inducing infection.)
i. Animal waste andparts from slaughterhouses or rendering plants.
j. Waste produced by the mechanical processing of fruit, vegetables or grain. (This
includes such wastes as rinds, hulls, husks, pods, shells, and chaff.)
k. Pumpings from septic tanks used exclusively by dwelling units. (Single family homes,
duplexes, apartment buildings, hotels or motels.)
Sludge from a publicly owned sewage treatment plant serving primarily domestic
users.
351 Page
m. Grease trap wastes from residences, restaurants, cafeterias not located at industrial
facilities.
n. Wash water wastes from commercial car washes.
o. Wash water waste from commercial laundries or laundromats.
p. Chemical - containing equipment removed from service. (Examples: Cathode ray tubes,
batteries, fluorescent light tubes, etc.)
q. Waste produced from the demolition or dismantling of industrial process equipment
or facilities contaminated with chemicals from the process.
r. Closed cartridge filters from dry cleaning establishments. (Such filters being used
to filter used dry - cleaning fluids or solids.)
S. Containerized Waste. To include, but not be limited to, a drum, barrel, portable
tank, box or pail.
t. Waste transported in a bulk tanker.
U. Liquid Waste. For purposes of this paragraph, liquid waste means any waste
material that is determined to be or contain "free liquid" by the paint filter test
(EPA Method 9095);
V. Sludge Waste.
W. Waste from an industrial process. Waste which requires special handling.
X. Waste from a pollution control process.
y. Residue ordebris.Froma cleanup or a spill or release of chemical substances,
commercial products or wastes listed in paragraphs (s) through (x) of this definition.
z. Soil, Water, Residue, or Debris. Articles which are contaminated from the cleanup
of a site or facility formerly used for the generation, storage, treatment, recycling,
reclamation, or disposal of wastes listed in paragraphs (s) through (y) of this definition.
aa. Residential Wastes.Only if a rule issued pursuant to Chapter 403, Florida Statutes as
amended by Chapter 88 -130, Laws of Florida, or a change in law, statute, regulation, rule, code,
ordinance, permit or permit condition occursafterthe Effective Date ofthis Agreement,requiring
material additional management thatdiffers from therequirements applicable on the Effective
Date of this Agreement.
bb. Waste Tires.
361 Page
SCHEDULE B
Operations and Disposal Fee Adiustment
An annual adjustment, except as specified herein in paragraph 3.01, shall be applied on October
of every year to the Operations and Disposal Fee.
The adjustment shall be calculated in the following manner:
1) The following index is used to calculate the adjustment. The change in the index shall
be calculated on a March 1 — February 28 basis for the preceding twelve month.
INDEX
Consumer Price Index (CPI), Miami/Fort
(Unadjusted), All Urban Consumers, All Items.
SOURCE
Consumer Price Index Detailed Report, Published Monthly by Bureau of Labor Statistics.
(BLS)
If the index becomes obsolete during the term of this contract, an alternative, related
index may be used, as mutually agreed upon between the Operator and the County.
371Page
SCHEDULE "C"
SWORN STATEMENT UNDER ORDINANCE NO. 10 -1990
MONROE COUNTY; FLORIDA
ETHICS CLAUSE
Waste Management Inc. of Florida warrants that he /it has not employed, retained or
otherwise had act on his /its behalf any former county officer or employee in violation of
Section 2 of Ordinance No. 10 -1990 or any county officer or employee in violation of section
3 of Ordinance No. 10 -1990. For breach or violation of this provision the County may, in its
discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of
any fee, commission, percentage, gift, or consideration paid to the former county officer or
employee. WASTE' MA EM T INC. OF FLORIDA
By' T AWK PRESC
(Si nature)
Date:
STATE OF rI��L.1 DPt
COUNTY OF �'n ►�'
ryl)q�
-TI Subscri a nd sworn to (or affirmed) before me on , 2014 by
(� i t'i 7 f') (name of affiant).
He /She is p ersonally known to me or has produced
`—`— as identification.
(Type of identification)
NOTARY PUBLIC ;; ►� S" CHRISTA JOHNSON
* MY COMMISSION # FF 065349
� EXPIRES: January 29, 2018
M40 'e'eO Bonded Thru Budpet Notary Services
381 Page
SCHEDULED"
DRUG-FREE WORKPLACE FORM
The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that:
Waste Management Inc. of Florida
1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing,
possession, or use of a controlled substance is prohibited in the workplace and specifying the
actions that will be taken against employees for violations of such prohibition.
2. Inform employees about the dangers of drug abuse in the workplace, the business's policy of
maintaining a drug -free workplace, any available drug counseling, rehabilitation, and
employee assistance programs, and the penalties that may be imposed upon employees for drug
abuse violations.
3.Give each employee engaged in providing the commodities or contractual services that are under
bid a copy of the statement specified in subsection (1).
4. In the statement specified in subsection (1), notify the employees that, as a condition of working
on the commodities or contractual services that are under bid, the employee will abide by the terms
of the statement and will notify the employer of any conviction of, or plea of guilty or nolo
contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of
the United States or any state, for a violation occurring in the workplace no later than five (5) days
after such conviction.
5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or
rehabilitation program if such is available in the employee's community, or any employee who is so
convicted.
6. Make a good faith effort to continue to maintain a drug -free workplace through
implementation of this section.
As the person authorized to sign the statement, I certify that this firm complies fully with the
INC. of FLORID )TRY B HAYU IRIS, PRESIDENT
Date: d l
STATE OF:�
COUNTY OF: 2
Subscribe a d sworn to (or affirmed) before me on I Uhl J t 2 + (date) by
W$ame of affiant). He /She is personally known to me or has produced
(type of identification) as identification.
NOTARY PUBLIC �'; �.. °4 � SUSAN CHPoSTA JOHNSON
* * MY COMMISSION t FF 065349
EXPIRE: January 29,2018
My Commission Expires: J c P" BonmThro Budget Nota avlos
391 Page
SCHEDULE"E"
PUBLIC ENTITY CRIME STATEMENT
"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 a contract 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, for CATEGORY TWO for a period of
36 months from the date of being placed on the convicted vendor list."
I have read the above and state that neither Waste Management Inc. of Florida (Operator's name)
nor any Affiliate has been placed on the convicted vendor list within the last, 36 months.
W ASTE MAN GEMEN I �OFRORIDA
MOTHY S. HAWKINS, PRESIDENT
i )
Date: d' q— ao I I
STATE OF: ruSP-1
COUNTY OF: l i.J W�p
Subscribed and.sworn to-kor of armed) before me o
(date) by , rnI , JAI,OI- (name o ` affiant). He /She is ,aersona1l
kn own to me or has produced a of identification) as
identification.
NOTARY PU13VC
My Commission Expires: o, SUSAN CHRISTA JOHNSON
FISSION i FF 065149
* * EXPIRES: January 29, 2018
Bonded Thru Budget Notary Servkee
401 Page
SCHEDULE "F"
NON - COLLUSION AFFIDAVIT
of the city o f�rp� according to law on my
oath, and under penalty of perjury, depose and say that__
a. I am —G D of the firm of MANAGEMENT INC. OFtKeiIflpr
making the Proposal for the project described in the Request for Proposals for th i�d�
and that I executed the said proposal with
full authority to do so;
b. the prices in this bid have been arrived at independently without collusion, consultation,
communication or agreement for the purpose of restricting competition, as to any matter
relating to such prices with any other bidder or with any competitor;
C. unless otherwise required by law, the prices which have been quoted in this bid have not been
knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder prior to
bid opening, directly or indirectly, to any other bidder or to any competitor; and
d. no attempt has been made or will be made by the bidder to induce any other person,
partnership or corporation to submit, or not to submit, a bid for the purpose of restricting
competition;
e. the statements contained in this affidavit are true and correct, and made with full knowledge
that Monroe County relies upon the truth of the statements contained in this affidavit in
awarding co ntract s for said project.
WASTE MANAGEMENT INC. OF FLORIDA
By: TIMOTHY B. HAWKINS, PRESIDENT
\.� "M
>g
Date: `-
STATE OF: D
COUNTY OF:
Subscri ed and sworn t (or affirmed) before me on IT(date) by
Rk N (name of affiant). He /She is p erso ally knower to me or has
prod ced (type of identification) as identification.
NO ARY PUBLIC
�"" ; """c�, SUSAN CNRISTAJOHN80N
W COfw9i %610N t FF 065349
My Commission Expires:
EXPIRES: Jmuaq 29.2018
m, ,rEOFR P� 9WW@dTru BYONO"Swim
411Page
Schedule G
LEASE AREAS EXCLUSIVE TO THE OPERATOR
421 Page
The Premises shall constitute the property outlined on Figures Al,
A2, and A3, which, respectively, lies within the land described at
Exhibits Aa, Ab, and Ac.
10
EXHIBIT Aa
Cudjoe parcel 1 A tract of land in a part of Government Lot 8,
Section 19, T. 668. R.28 E, on Cudjoe Key,
Monroe County, Florida and being more
particularly described by metes and bounds as
follows:
Commencing at Southeast Corner of Government
Lot 8, said Corner also to be known as the
Point of Beginning of the tract of land
hereinafter described, bear West along the
South Line of Government Lot 8, 415 feet,
thence bear North 1050 feet, more or less, to
the shoreline in an easterly direction, 415
feet, more of less to a point which is bearing
North from the Point of beginning; thence bear
South 1050 feet more of less, back to the
Point of Beginning containing 10 acres more of
less.
Cudjoe parcel 2 A tract of land in Government Lot 8, Section
19, ToFmship 66 South, Range 28 East, Cudjoe
Key, Monroe County, Florida: Commencing at the
southeast corner of the said Lot 8 and thence
west along the south boundary line of the said
Lot 8 a distance of 415 feet to the Point of
beginning of the parcel of land herein being
described: thence continue west along the said
south line of the said lot 8 a distance of
478.31 feet to a points thence north at a
right angle to the previous course 871.60 feet
more or less to a point on the mean high water
line of a body of water; thence northeasterly
along the said mean highwater line 500 feet
more or less to a point bearing north and
distant 1 feet more or less from the Point
of beginning; thence south 1,000 feet more or
less to the Point of Beginning, continuing
10.2 acres, more or less. Be it further.
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STATION FOR ARCHITECTS. INCORPORATED
HASTE MANAGEMENT INC.
MONROE COUNTr. FI nRTnA I —
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EXHIBIT Ab
Long Key A tract of land in a part of Government Lot 2,
Section 4, T 65S R. 35 E., and a part of
Government Lot 3, Section 33, T. 64N., R.35
E., on Long Key, Monroe County, Florida, and
being more particularly described by metes and
bounds as follows:
Commencing at the intersection of the West
line of Section 6 and the northerly right of
way line of V.S. Highway No. 1 bearing North
along the West Line of Section 4 86.24 feet to
the Point of beginning of the tract of land
hereinafter described from said Point of
beginning bear North 35 degrees and 26 minutes
East, 1600 feet to a point of curve, said
Curve having a central angle of 14 degrees and
49 minutes and a radius of 2964.93 feet;
thence north- easterly along said curve
deflecting to the right of a distance of
766.73 feet to a point of tangent; thence
North 50 degrees and 15 minutes East for a
distance for 380 feet, more or less, to the
Southwest corner of the Property of the U.S.
Government Radar Station; thence North 39
degrees and 45 minutes West along the West
Property line of the Radar Station and through
a part of Government Lot 3, Section 33 for a
distance of 650 feet, more or less, to a point
on the shoreline of the Bay of Florida; thence
meander the shoreline of the Bay of Florida in
a southwesterly direction for a distance of
2100 feet, more or less, to a point where said
shoreline intersects the West Line of Section
0 thence South along the West Line of Section
4 100 feet, more of less, back to the Point
of Beginning, containing 29.55 acres, more or
less.
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MONROE COUNTY. FLORIDA
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MONROE COUNTY. FLORIDA
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EXHIBIT Ac
Key Largo A part of the Southeast Quarter (SE 1/4) of
the Northwest Quarter NE 1/4) of Section Ten
(10), Township Sixty (60) South, Range Forty
(40) East, Monroe County, Florida described
as:
COMMENCING at the Northeast corner of said
Southeast Quarter (SE 1/4) of the Northwest
Quarter (NE 1/4) of Section Ten (10)= thence
running at right angles westerly fifteen (15)
chains; thence at right angles South ten (10)
chains thence at right angles East fifteen
(15) chains, thence at right angles North ten
(10) chains to the place of beginning,
containing fifteen (15) acres.
13
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ARCHITECTS. INCONWATED
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Performance Bond
Bond No: 600212
KNOW ALL MEN BY THESE PRESENTS, that Waste Management Inc. of Florida, as Principal, and Evergreen
National Indemnity Company, 6140 Parkland Boulevard Suite 321 Mayfield Heights Ohio 44124 the Surety, are
held and firmly bound unto the Monroe County, as Obligee, in the penal sum of Six Million and No /100 Dollars
($6,000,000.00) for the payment of which we bind ourselves, our heirs, administrators, executors, successors, and
assigns, jointly and severally, firmly by these presents.
WHEREAS, the Principal has entered into a certain written Agreement for Amended and Restated Monroe County
Haul Out, Transfer Stations Operations and Maintenance Agreement between Monroe County Florida and Waste
Management Inc. of Florida with the above mentioned Obligee, which Agreement is hereby incorporated herein as if
fully rewritten Not withstanding, any terms and provisions specifically modified herein shall have the meaning given
in this bond.
NOW, THEREFORE, the condition of the above obligation is such that if the Principal shall promptly and faithfully
perform this Agreement, then this obligation shall be null and void; subject, however, to the following conditions:
1. This bond is for the term beginning October 1. 2014 and ending September 30, 2024
2. If there is no breach or default on the part of the Obligee, then the Surety's performance obligation under
the bond shall arise after:
a. The Obligee has notified the Principal and the Surety in writing at their respective addresses of the
alleged breach, and has requested and attempted to arrange a conference with the Principal and
the Surety to be held not later than fifteen (15) days after receipt of such notice to discuss methods
of performing the Agreement; and has made available during notice period all books, records, and
accounts relevant to the Agreement which may be requested by the Principal or Surety. If the
Obligee, Principal and Surety agree, the Principal shall be allowed a reasonable time to perform the
Agreement; but such an Agreement shall not waive the Obligee's right, if any subsequently to
declare a Principal default;
b. The Obligee has declared the Principal in default and formally terminated the Principal's right to
complete the Agreement, provided, however, that such default shall not be declared earlier than
twenty (20) days after the Principal and the Surety have received the notice as provided in "a"
above; and
C. The Obligee has agreed to pay the balance of the Agreement price to the Surety in accordance with
the terms of the Agreement or to such Principal as may be tendered by the Surety to the
Obligee.
No claim, action, suit or proceeding, except as hereinafter set forth, shall be had or maintained against the
Surety of this instrument unless same be brought or instituted and process served upon the Surety within
six months after the expiration of the bond. The parties hereto expressly acknowledge and agree that no
liquidated damages shall be claimed, due or payable by Surety pursuant to this Bond.
4. The bond may be extended for additional terms at the option of the Surety, by Continuation Certificate
executed by the Surety.
5. 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.
6. In no event shall the liability of the Surety hereunder exceed the penal sum hereof.
ENIC Perf Bond (3/2014)
Signed, sealed and executed this 29th day of May 2014.
Waste Management Inc. of Florida
Principal
Evergreen National Indemnity Company
Surety
� Lu Tyler, rney -in -Fact
(Corporate Seal)
Witness: ( C&A , 4, -
An op Chawla Adlakha
By: hi��-46 �) O"Jk-AI4
Jennifer S. C D land, Attorney-in-Fact
(Corporate Sea!'
nc homas
ENIC Perf Bond (3/2014)
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS that Waste Management, Inc. and all
Subsidiary and Affiliate Companies (the "Corporation "), has constituted and appointed and does
hereby appoint Margaret Buboltz, Jennifer S. Copeland, Vanessa Dominguez, Michael J. Herrod,
Wendy W. Stuckey, Nancy Thomas, Lupe Tyler, and Stephenie Whittington of Aon Risk
Services Southwest, Inc., each its true and lawful Attorney -in -fact to execute under such
designation in its name and to affix its corporate seal to deliver for and on its behalf as surety
thereon or otherwise, bonds of any of the following classes, to wit:
1. Surety bonds to the United States of America or any agency thereof, and lease and
miscellaneous surety bonds required or permitted under the laws, ordinances or
regulations of any State, City, Town, Village, Board or any other body or
organization, public or private.
2. Bonds on behalf of contractors in connection with bids, proposals or contracts.
The foregoing powers granted by the Corporation shall be subject to and conditional upon the
written direction of any officer (or any designee of any such officer) to execute and deliver any
such bonds.
The signatures and attestations of such Attorneys -in -fact and the seal of the Corporation may be
affixed to any such bond, policy or to any certificate relating thereto by facsimile and any such
bond, policy or certificate bearing such facsimile signatures or facsimile seal shall be valid and
binding upon the Corporation when so affixed.
IN WITNESS WHEREOF, the Corporation has caused these presents to be signed by
its Vice President and Treasurer and its corporate seal to be hereto affixed this A�ay of
Witness:
6 4�, 1�w
Waste Management, Inc.
Devina A. Rankin
Vice President and Treasurer
EVERGREEN NATIONAL INDEMNITY COMPANY
MAYFIELD HEIGHTS, OH
POWER OF ATTORNEY
Bond No. 600212
KNOW ALL MEN BY THESE PRESENTS: That the Evergreen National Indemnity Company, a corporation in the State of Ohio does
hereby nominate, constitute and appoint: Jennifer S. Copeland, Michael J. Herrod, Wendy W. Stuckey, Nancy A. Thomas and Lupe Tyler
its true and lawful Attorney(s }In -Fact to make, execute, attest, seal and deliver for and on its behalf, as Surety, and as its act and deed,
where required, any and all bonds, undertakings, recognizances and written obligations in the nature thereof, PROVIDED, however, that the
obligation of the Company under this Power of Attorney shall not exceed TEN MILLION AND 00/100 AND 00/100 DOLLARS
($10,000,000.00).
This Power of Attorney is granted and is signed by facsimile pursuant to the following Resolution adopted by its Board of Directors on the
23rd day of July, 2004:
"RESOLVED, That any two officers of the Company have the authority to make, execute and deliver a Power of Attorney constituting as
Attorney(s) -in -fact such persons, firms, or corporations as may be selected from time to time.
FURTHER RESOLVED, that the signatures of such officers and the Seal of the Company may be affixed to any such Power of Attorney
or any certificate relating thereto by facsimile; and any such Power of Attorney or certificate bearing such facsimile signatures or
facsimile seal shall be valid and binding upon the Company; and any such powers so executed and certified by facsimile signatures and
facsimile seal shall be valid and binding upon the Company in the future with respect to any bond or undertaking to which it is
attached."
IN WITNESS WHEREOF, the Evergreen National Indemnity Company has caused its corporate seal to be affixed hereunto, and these
presents to be signed by its duly authorized officers this 1st day of June, 2009.
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Notary Public)
State of Ohio) SS:
EVERGREEN NATIONAL INDEMNITY COMPANY
C— -- 4 LI-
By: �/
Charles D. Hamm Jr, President
B
Y
David A. Canzone, CFO
On this 1st day of June, 2009, before the subscriber, a Notary for the State of Ohio, duly commissioned and qualified, personally
came Charles D. Hamm, Jr. and David A. Canzone of the Evergreen National Indemnity Company, to me personally known to be the
individuals and officers described herein, and who executed the preceding instrument and acknowledged the execution of the same and
being by me duly sworn, deposed and said that they are the officers of said Company aforesaid, and that the seal affixed to the preceding
instrument is the Corporate Seal of said Company, and the said Corporate Seal and signatures as officers were duly affixed and subscribed
to the said instrument by the authority and direction of said Corporation, and that the resolution of said Company, referred to in the
preceding instrument, is now in force.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at Columbus, Ohio, the day and year above
written.
,,,tll 1191,
�'. �'� PFNNYIaBURH3
NOTARYPUSLIC
: 3WEOFOHIO
✓ APrif Q4, 20T 7
4 i e �F.pP OHn "�
Penny M. Burns, Notary Public
My Commission Expires April 4, 2017
State of Ohio ) SS:
I, the undersigned, Secretary of the Evergreen National Indemnity Company, a stock corporation of the State of Ohio, DO HEREBY
CERTIFY that the foregoing Power of Attorney remains in full force and has not been revoked; and furthermore that the Resolution of the
Board of Directors, set forth herein above, is now in force.
Signed and sealed in Mayfield Hts, Ohio this 29th day of [stay 2014.
wo
, pORATp y ��
* 01na
Wan C. Collier, Secretary
CERTIFICATE OF LIABILITY INSURANCE
THIS CERTIFICATE S ISSER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS 2/11/2013
UED AS A MATT
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEOA E COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DO N THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE R PRODUCER, AND THE FiCATE H 'IdIvEr =
IMPORTANT: M the CaeWlpb loader Is an AD= INSURED, the 1 must be end reed. If SUBROGATION IS WAIVED, subject to
the terms and con dMblls Of the Polley, certain pol les may require an en010114MORL A slaten Rnt On this OeRMlesb does not confer rights to the
corttfleab holds M lieu of such endoreemont(s). ,
WxER LOCKTON COMPANIES. LLC n
5847 SAN FELIPE, SUITE 320
HOUSTON TX 77057 LF
888- 260-MB MONROB
300299 RELATED 8
OF THE FLORIDA KEYS, INC.
INDICATED. MAY BE ISSUED D D ANY R MAY REQUIREMENT, TERM OR CONDITION OF B EEN
ANY CONTRACT R O DOCUMENT WITH MW WE RESPECT WH CH TH S
CERTIFICATE MAY BE ISSUE O PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
TYPE OF INSURANCE POLICY NUMaEIt
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tEpUIRED HY WRITTEN CONTRACT WHERE pERM15SIBLE BY LAW. CERTIFICATE HOLDER I3 NAND AS ADDT170NAL IIVSURED
EXCEPT FOR WORKERS' COMPEL) WHERE AND TO THE EXTENT REQUIRED BY WWITEN CONTRACT.
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'ERTIFICATo Unr nee W AA" J
3436215
MONROE COUNTY BOARD OF
COUNTY COMMISSIONERS
1100S STREET
KEY WEST FL 33040
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES IN CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL W DELIVERED IN
ACCORDANCE WrrN THE POLICY PROVulWNS.
01988 -2010 ACORD CORPORATI . Ail eights reserved ACORD name and logo are registered marits of ACORD
QEN% AGGREGATE LIMIT APPUE$ PEI!
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1LANKET WAIVER OF SUBROGATION IS GRANTEES IN FAVOR OF CERTIFIGTE HOLDER ON ALL PO CLI 1ES WHERE AND TO •)'FIE 1,7CTENT
tEpUIRED HY WRITTEN CONTRACT WHERE pERM15SIBLE BY LAW. CERTIFICATE HOLDER I3 NAND AS ADDT170NAL IIVSURED
EXCEPT FOR WORKERS' COMPEL) WHERE AND TO THE EXTENT REQUIRED BY WWITEN CONTRACT.
If
AP MEW
RECEIVED
'ERTIFICATo Unr nee W AA" J
3436215
MONROE COUNTY BOARD OF
COUNTY COMMISSIONERS
1100S STREET
KEY WEST FL 33040
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES IN CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL W DELIVERED IN
ACCORDANCE WrrN THE POLICY PROVulWNS.
01988 -2010 ACORD CORPORATI . Ail eights reserved ACORD name and logo are registered marits of ACORD