Loading...
02/18/2015 Agreement • AMY HEAVILIN, CPA CLERK OF CIRCUIT COURT & COMPTROLLER MONROE COOWFY,FLORIDA Ai DATE: May 5, 2015 TO: Roman Gastesi County Administrator ATTN: Connie Cyr Executive Aide FROM: Lindsey Ballard, D.C." At the February 18, 2015 Board of County Commissioner's meeting the Board granted approval and authorized execution of Item 07 Approval of an Agreement with Energy 3, LLC for the interim processing of the County's yard waste. 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 rl� p 500 Whitehead Street Suite 101,PO Box 1980,Key West,FL 33040 Phone:305-295-3130 Fax:305-295-3663 •� 1� 3117 Overseas Highway,Marathon,FL 33050 Phone::305-289-6027 Fox:305-289-6025 'i' �O D 88820 Overseas Highway,Plantation Key,FL 33070 Phone:852-7145 Fax:305-852-7146 �S •3015 ld2 6. SeANft • INTERIM YARD WASTE PROCESSING SERVICES AGREEMENT BETWEEN MONROE COUNTY AND ENERGY3, LLC. This Agreement ("Agreement") made and entered into this 18th day of February 2015 by and between Monroe County, a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida, 33040, (hereinafter referred to as "County,") through the Monroe County Board of County Commissioners ("BOCC"), AND Energy3, LLC, a Delaware limited liability company, whose corporate headquarters address is; 1997 Annapolis Exchange Parkway, Suite #300, Annapolis, MD 21401 (hereinafter referred to as"Contractor'). WITNESSETH: WHEREAS, the County currently collects Yard Waste from residents, businesses and government properties within the County for incineration and other disposal; and WHEREAS, the County desires that its Yard Waste be processed for improved sustainability and for cost effectiveness reasons; and WHEREAS, on July 29, 2014, the County issued a Request for Proposals ("RFP") for Yard Waste Processing Services for its Yard Waste; and WHEREAS, on August 14, 2014, Contractor submitted a response to the RFP; and WHEREAS, after evaluation of Contractor's proposal and other proposals, the selection committee unanimously ranked the Contractor's proposal as the highest scoring proposal; and WHEREAS, on October 17, 2014, the BOCC authorized County staff to negotiate with Contractor for Yard Waste processing services, and continue to evaluate the Contractor's gasification proposal, and perform other due diligence duties on behalf of the County as part of the negotiation process; WHEREAS, on December 10, 2014, the BOCC directed County staff to prepare an interim Agreement for interim Yard Waste processing services while the County continues its due diligence into the feasibility of the gasification services offered by the Contractor on a long term basis; and WHEREAS, upon the completion of the County's due diligence process, if the County desires, the parties may enter into an Agreement for long term yard waste processing services at the proposed Gasification Plant; and Page 1 of 47 WHEREAS, the terms and conditions of this Agreement constitute an interim agreement between the County and the Contractor and provides for the Contractor to process the County's Yard Waste; NOW, THEREFORE, in consideration of the above premises and the mutual promises, covenants and agreements stated herein, and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, County and Contractor agree as follows: 1 ARTICLE 1 DEFINITIONS For the purpose of this Agreement, the definitions contained in this Article shall apply unless otherwise specifically stated. If a word or phrase is not defined in this Article, the definition of such word or phrase as contained in Chapter 21 of the Monroe County Code shall control. When not inconsistent with the context, words used in the present tense include the future, words in the plural include the singular, and words in the singular include the plural. Use of the masculine gender shall include the feminine gender. 1.1 Acceptable Waste. All Yard Waste. 1.2 Acceotancq. The receipt of physical custody by Contractor of Yard Waste delivered by County at the applicable Point of Delivery at any Transfer Station. 1.3 Administrator. The administrator of the Public Works Department of the County or any other Person designated by County to perform similar responsibilities. 1.4 Affiliate. With respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with such Person. 1.5 Aareemen%. This written document and all exhibits, attachments, and amendments hereto, between County and Contractor, as it may be amended in accordance with its terms. 1.6 Applicable Law. All applicable laws, statutes, treaties, codes, ordinances, regulations, certificates, orders, licenses and permits of any Government Authority, now in effect or hereafter enacted, amendments to any of the foregoing, interpretations of any of the foregoing of a Governmental Authority having jurisdiction, and all applicable judicial, administrative, arbitration and regulatory decrees, judgments, injunctions, writs, orders, awards or like actions. Page 2 of 47 1.7 Approved Product. Any substance resulting from the processing of the Yard Waste and approved by County, including, but not limited to, all substances listed in Exhibit D. 1.8 Atomic Waste. Any special nuclear material, by-product materials or other material, the acquisition, handling, use, transportation or disposal of which is specifically regulated under the Atomic Energy Act of 1954, as amended, 42 U.S.C. Sections 2011, et. seq. 1.9 Rack-Un Facility. Any facility used by Contractor for processing of the Yard Waste other than the initial Processing Facility or Gasification Plant, the use of which produces only Approved Products. 1.10 Biological Waste. Any substance that causes or has the capability of causing disease or infection and which includes biomedical waste, diseased or dead animals, and other wastes capable of transmitting pathogens to humans or animals. 1.11 Business Day. Any day other than a Saturday or Sunday on which banks in Florida are open for business. 1.12 Commencement Date. The date on which Contractor's must commence performance of its obligations under this Agreement. The date of commencement shall be the date specified in the Notice to Proceed to the Contractor. 1.13 Contract Year. A period of time one calendar year in length and commencing on the Commencement Date and each anniversary of the Commencement Date during the Term. 1.14 Contamination. Waste material that does not meet the definition of Yard Waste. 1.15 County Representative The Person who is designated by the County Administrator to administer and monitor Contractor's performance under this Agreement. 1.16 Delivery. The physical delivery by the County or its vendors or agents of Yard Waste to the Point of Delivery at any Transfer Station and Contractor's Acceptance of such Yard Waste. Page 3 of 47 1.17 pisnns(. The final disposition of Residue by the Contractor, at the Contractor's sole expense. 1.18 Force Majeure An event or circumstances as described in Section 5. 1.19 Gasification Plant. The facility proposed to be developed, constructed and operated by Contractor or an Affiliate of Contractor, which will be capable of processing Yard Waste and other waste materials into synthetic gas, electricity, fertilizer, fuels or other Approved Products, as described in Exhibit D. 1.20 Governmental Authority. Any nation, government, state or other political subdivision thereof, whether foreign or domestic, including, without limitation, any municipality, township and county, and any entity exercising executive, legislative, judicial, regulatory, or administrative functions of or pertaining to government, including, without limitation, any corporation or any entity owned or controlled by any of the foregoing. 1.21 Interim Processing Facility(s( The site(s) where the County has authorized the Contractor to process the County's yard waste for the term of the Interim Agreement. Such sites could include the New Hope waste-to-energy facility, the New Castle mulch and composting facility or other waste disposal facilities as mutually agreed to by the County and the Contractor. 1.22 Hazardous Substance. Collectively (i) any "hazardous substance" or "pollutant or contaminant" as defined in Sections 101(14) and 101(33) of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Sec. 9601(4) & 9601(33); (ii) any element, compound, mixture, solution or substance designated pursuant to Section 102 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9602; (iii) petroleum, including crude oil or any fraction thereof; (iv) any hazardous waste having the characteristics identified under or listed pursuant to the Solid Waste Disposal Act, as amended, 42 U.S.C. Sec. 6921 et seq.; (v) any material defined as "hazardous waste" pursuant to 40 C.F.R. Parts 260 or 261; (vi) any solid waste defined as "hazardous waste" under the Resource Conservation and Recovery Act, 42 U.S.C. Sections 6901, et seq.; (vii) any imminently hazardous chemical substance or mixture for which the Administrator of the Environmental Protection Agency has taken action pursuant to Section 7 of the Toxic Substances Control Act, 15 U.S.C. 2606; (viii) any substance, the presence of which causes or threatens to cause a nuisance at any real property (ix) unreaformaldehyde foam insulation; (x) asbestos and asbestos containing materials (whether friable or non-friable); (xi) any asbestos, polychlorinated biphenyl, radium or isomer of dioxin, or any material or thing containing or composed of such Page 4 of 47 substance or substances; or (xii) any material now defined as "hazardous material" pursuant to 49 C.F.R. §171.8, and (xiii) any material or substance defined as "hazardous waste" pursuant to Applicable Laws in Florida; in each case as amended or interpreted. 1.23 Operator. The contracted operator of the County's transfer stations located at Cudjoe, Long Key and Key Largo. 1.24 Party. Either Contractor or County, and their respective agents, authorized representatives, successors and permitted assignees. 1.25 Parties. Contractor and County and their respective agents, authorized representatives, successors and permitted assignees. 1.26 Permits. Any permit, license, consent, authorization, certificate, order, registration, or approval required from any Governmental Authority for the Contractor to perform its obligations under this Agreement. 1.27 Person. Any individual, firm, company, association, organization, partnership, corporation, trust, Governmental Authority, limited liability company or other entity or organization. 1.28 Point of Delivery. The Point of Delivery will be set forth in the Notice To Proceed. The location at any Transfer Station at which Yard Waste or other Acceptable Waste is physically delivered to Contractor and Contractor accepts title and risk of loss for such Yard Waste or Acceptable Waste. 1.29 processing. The act of composting, mulching, grinding, or otherwise loading and separating and converting Yard Waste into Approved Products. 1.30 prohibited Materiaj. Any substance or material which (i) does not constitute Yard Waste or Acceptable Waste, or(ii) Contamination. Page 5 of 47 1.31 Receiving Hours at Transfer Stations The Operator's operating hours at the County's transfer stations are 8:00 a.m. — 4:00 p.m. Monday through Saturday. The transfer stations are closed on Sundays, Thanksgiving Day, Christmas Day and New Years Day. 1.32 Residue. Ash, residue or other materials or substances remaining after Processing of Yard Waste or Acceptable Waste which is not an Approved Product. 1.33 Site. One or more locations at which any Processing Facility is located. 1.34 Solid Waste. Garbage, rubbish, refuse, special solid waste, bulk waste, yard waste or horticultural waste, industrial or commercial waste, or other discarded materials. 1.35 Transfer Stations. The current waste transfer facilities owned by the County at Cudjoe Key, Long Key, and Key Largo and any additional locations designated by County and acceptable to Contractor. 1.36 Yard Waste Horticultural waste and other vegetative matter including, but not limited to, materials such as tree and shrub trimmings and prunings, grass clippings, mulch, palm fronds, tree stumps, logs, tree trunks, tree limbs, brush, right-of-way trimmings, landscaping or logging residues, slash, wood, wood products and any other woody or plant material. 1.37 processing Facility Any facility at which Contractor provides or contracts for processing of Yard Waste or other Acceptable Waste as identified to County. 2 ARTICLE 2 TERM OF AGREEMENT. 2.1 Term. (a) The Term of this Interim Yard Waste Processing Services Agreement is anticipated to commence on April 1, 2015, but the date of commencement shall be the date specified in the Notice To Proceed issued by the County and shall continue for a period of thirty (30) months, unless earlier terminated or extended in accordance with its terms. (b) If County approval for long term Yard Waste Processing at the proposed Gasification Plant does not occur within the thirty(30) month term of this Agreement, the Page 6 of 47 • County may elect to terminate this Interim Services Agreement upon six (6) months' written notice to Contractor. (c) If the County approves a long term Yard Waste processing within the thirty (30) month term of this Agreement, it is understood that the Contractor will need approximately thirty (30) months to obtain permits and construct the Gasification Plant and thus the County agrees to extend this Interim Agreement for the period of time necessary for the completion of the proposed Gasification Plant. (d) The County shall have the right to continue to conduct such due diligence with respect to the Gasification Plant as it deems necessary to assess the suitability of the Gasification Plant for processing of the Yard Waste and Acceptable Waste in accordance with the County's environmental objectives and statutory obligations of the County with respect to handling and disposal of solid wastes. Contractor will cooperate with the County's due diligence process. At the end of the due diligence period, County shall determine whether the Gasification Plant is acceptable for long term processing Yard Waste and Acceptable Waste. If the County decides that it does not approve the use of the Gasification Plant, this Agreement shall continue in effect for the Term, unless the County exercises its option to termination as set forth above. 3 ARTICLE 3 REPRESENTATIONS ANC)WARRANTIFS• COVFNANTS 3.1 Representations and Warranties. By executing this Agreement, Contractor makes the following express representations and warranties to the County as of the date the Agreement is executed. Contractor is a limited liability company duly organized, and validly existing under the laws of Delaware and in good standing under the laws of the State of Florida. It is qualified to transact business in the State of Florida and has the power to own its properties and to carry on its business as now owned and operated and as required by this Agreement. Contractor has the authority to enter into and perform its obligations under this Agreement. The members of Contractor have taken all actions required by Applicable Law and its organizational documents, to authorize the execution of this Agreement. The Person signing this Agreement on behalf of Contractor has authority to do so. 3.2 permits The Contractor, shall maintain all necessary licenses, permits or other authorizations necessary to act as Contractor for the performance of Contractor's obligations hereunder until the Contractor's duties hereunder have been fully satisfied. The Contractor agrees to comply with all permit requirements as it relates to the Contractor's use of the County owned Transfer Stations. 3.3 Documentation. The Contractor shall prepare all documents required by this Agreement in such a manner that they are accurate and adequate for use in verifying work completed and shall be in conformity and comply with all Applicable Laws. Page 7 of 47 The Contractor warrants that the documents prepared pursuant to this Agreement will be adequate and sufficient to document costs in a manner that is acceptable for payment by County. The Contractor warrants that the documents provided to the County will be in conformity and comply with all Department of Environmental Protection requirements. 3.4 Compliance with Law. The Contractor's services shall be performed in accordance with the professional skill and care required of similarly situated service providers. Contractor represents that it has the expertise and professional and technical capability to perform all of its obligations under this Agreement and is ready, willing and able to so perform. In providing all services pursuant to this Agreement, the Contractor shall abide by all Applicable Laws including those now in effect and hereinafter adopted subject to the provisions of Section 17. 3.5 Jndeoendent Contractor At all times and for all purposes under this agreement the Contractor is an independent contractor and not an employee of the Board of County Commissioners for Monroe County. No statement contained in this agreement shall be construed so as to find the Contractor or any of its employees, contractors, servants, or agents to be employees of the Board of County Commissioners for Monroe County. 3.5 Financial Condition Contractor has made available to County certain information on its financial condition, and that of its Affiliates or Agents. Contractor recognizes that the County has relied on this information in evaluating the sufficiency of Contractors financial resources to perform this Agreement. To the best of Contractor's knowledge, this information is complete and accurate, does not contain any material misstatement of fact and does not omit any fact necessary to prevent the information provided from being materially misleading. 4 ARTICLE 4 SCOPE OF SERVICES The Contractor and/or its Affiliates will provide Yard Waste Processing Services during the Term of this Agreement including Yard Waste transfer, loading, processing, materials marketing services, and residue disposal (if necessary) for Yard Waste materials generated in the County and delivered to the three existing County-owned Transfer Stations. Other Transfer Stations may be added or substituted by the mutual agreement of the County and the Contractor. The Contractor will be responsible for transferring the yard waste from each of the various Transfer Stations located throughout the County to the Contractor's Site(s). These services do not involve the initial collection of yard waste. The County's waste collectors will collect the yard waste and deliver it to the Transfer Stations, at the direction of the County. The Contractor according to its approved plan will haul Yard Waste (and other acceptable materials) from the Transfer Stations to the Contractor's Page 8 of 47 Site(s). The County's Operator who occupies the Transfer Station may offer to load the yard waste onto the Contractor's trucks for transport to the Contractor's site—for a fee to be negotiated by the Contractor. The Contractor may upon its sole discretion, choose to load the yard waste itself at the Transfer Stations. The County in collaboration with the transfer station Operator will provide all reasonable space and access at the County owned transfer stations necessary for the Contractor to process, load, and transfer the waste materials to the Contractor's processing and loading equipment and vehicles. The County may permit, with prior approval, the use of technologies including composting, mulching, incineration (only outside of Monroe County) and gasification of the yard waste and any residues. The Contractor and its affiliates will also be responsible for the production and sales or disposal of its by-products such as mulch, compost, biogas, aggregate, recycled metals, renewable or nonrenewable energy, and residuals during the Interim Yard Waste Processing Services Agreement. 4.1 County Collection, Delivery and Handling. 4.1.1 Collection. (a) Collection. County will collect, or cause its agents and collection contractors to collect, all Yard Waste created or generated within the County, at County's expense. County shall not allow the diversion of material amounts of Yard Waste by County or County residents or businesses to other Persons for disposal, and County acknowledges that Contractor's rights to receive all Yard Waste during the Term is _. exclusive, except in the instance the Contractor does not comply with the terms of this Interim Agreement or in an emergency. (b) Tonnage. County shall use commercially reasonable efforts to provide a reasonably equivalent amount of Yard Waste to Transfer Stations each month, averaging, in the aggregate, 3500 tons per month by the end of this Interim Agreement. Contractor acknowledges that there may be more than slight variations in the amounts in years 1 and 2, seasonal variations in delivery amounts as well as additional volumes caused by storms or other unusual events, and it will work with County to address such circumstances. The County shall make every effort to provide the Contractor with 40,000 tons of yard waste per year, but is not bound to provide a minimum of 40,000 tons under this Interim Agreement. 4.1.2 Delivery: Acceptance. County or its agents and contractors will transport and deliver the Yard Waste to a Point of Delivery at any Transfer Station at County's expense for Delivery to Contractor. Yard Waste shall contain no Hazardous Materials and no more than three (3) percent of Prohibited Material or Contamination measured by weight. Contractor shall have the right to inspect all delivered Yard Waste prior to Acceptance for the presence of Hazardous Substances or excessive amounts of Prohibited Materials or Contamination. In the event Hazardous Substances or excessive amounts of Prohibited Materials or Contamination are detected in any portion of Yard Waste delivered by County, Contractor may redirect such contaminated Yard Waste and notify the County of such redirection and the location of disposal within 24 hours. The Contractor shall Page 9 of 47 provide documentation of the disposal of contaminated yard waste. 4.1.3 Weighing. County shall weigh and register the Contractor's empty trucks and transport vehicles or shall weigh trucks or transport vehicles of Contractor arriving at any Transfer Station before loading with Yard Waste as appropriate. Once loaded, the County shall weigh each vehicle again and record the difference between the weights of empty and loaded vehicles. 4.1.4 Transfer Station Operator. The County in collaboration with its Operator, and upon adjusting the use of the leased areas of the sites, shall make available sufficient room at the County owned Transfer Station for Contractor to perform such on-site processing, which may include grinding and loading of Yard Waste. The County acknowledges that it contracts for the operation of the Transfer Stations and will make modifications to the Operator's agreement as needed to ensure that Contractor has access to and use of the transfer stations for the performance of the Contractor's obligations under this Agreement. Contractor shall promptly notify County of any interference with Contractor's activities or access by a Transfer Station operator which adversely affects Contractor's performance of its obligations hereunder. 4.2 Contractor's Processing Services. 4.2.1 Handling at Transfer Station. The Contractor will provide Yard Waste Processing Services during this Interim Agreement for Yard Waste materials generated in the County and delivered to the three existing County-owned waste transfer stations by the County's collection vendors. Other Transfer Stations or sites may be added or substituted by the mutual agreement of the County and the Contractor. Contractor may, at its option, elect to grind or otherwise chip or process woody Yard Waste at the Transfer Station after Acceptance by Contractor to reduce volume for transport. The costs for use of grinders and similar equipment shall be the responsibility of Contractor. 4.2.2 Loading. Loading of Yard Waste Delivered to Contractor shall be the responsibility of Contractor. Contractor may contract separately for loading services, contract with a third party, or perform the loading services itself, in its discretion, if Contractor elects to have a third-party provide loading services, County shall not unreasonably withhold approval to allow such Person necessary access to the applicable Transfer Station to perform such services, subject to all -County approved transfer station operating hours, applicable laws and County safety and security requirements for the transfer stations. If the Contractor contracts with a third party, the third party will be considered the Contractor's agent, and Contractor is responsible for all acts or omissions of its agents. County shall make available, or cause any contractor of County operating the Transfer Station to make available, sufficient room and access to each Transfer Station necessary for Contractor to load Page 10 of 47 its transport vehicles as stated above in Section 4.1.4. Regardless of the method the Contractor selects for loading, the fee for interim processing to the County remains unchanged and as specified herein. 4.2.3 Transport. Contractor shall be responsible for transporting, or arranging for transport of, all Delivered Yard Waste to a Processing Facility during this Interim Agreement to a Processing Facility after the Commencement Date, at Contractors expense. Subject to the provisions of Section 4.1.1 (b) and 4.1.2, Contractor shall use commercially reasonable efforts to transport Yard Waste from each Transport Station as sufficient volumes accumulate for efficient and economical processing and transport, and shall not allow the accumulation of Yard Waste at any Transfer Station in amounts that interfere with Transfer Station operations or cause safety concerns. 4.2.4 Processinq. Contractor shall be responsible for processing of all Yard Waste at any Interim Processing Facility. Acceptable Processing Facilities shall include in or out of County composting or, mulching facilities and out of County gasification and incineration waste to energy facilities. The Contractor shall ensure that the recycling credits received for processing at these sites, as provided by Department of Environmental Protection, are acceptable to the County. The interim processing facilities include, but are not limited to: New Hope biomass processing facility (next to the Okeelanta Sugar Mill and Refinery) - - 8501 US HWY 27 South, South Bay, Florida Oldcastle Lawn & Garden mulch processing facility 30075 Us Highway 27, Moore Haven, FL 33471 4.2.5 Emergency Processinq. The Contractor may only use air curtain incinerators or landfills as a last option when needed to process larger volumes of Yard Waste delivered during peak seasons or as a result of storm events or infestations, and shall be approved by the County in advance at the request of the Contractor. The Contractor shall ensure that the recycling credits received for processing, as provided by the Department of Environmental Protection, are acceptable to the County. 4.2.6 Approved Production; Residue. Contractor shall be responsible for the marketing, sale or disposal of all Approved Products or Residue from processing activities, at Contractor's expense, and shall be entitled to all revenues or income received from the sale of any such Approved Products or Residue. 4.3 J abor and Eauioment. Contractor shall provide and maintain all labor, equipment, tools, facilities, and personnel supervision required for the performance of Contractor's obligations under this Agreement. Contractor shall at all times have sufficient backup equipment and labor to fulfill Contractor's obligations. The enumeration of, and specification of requirements Page 11 of 47 for, particular items of labor or equipment shall not relieve Contractor of the duty to furnish all others that may be required, whether enumerated or not. No compensation for Contractor's services or for Contractor's supply of labor, equipment, tools, facilities, or supervision shall be provided or paid to Contractor by County or by any service recipient except as expressly provided by this Agreement. 4.4 Vehicle Reaistration. Licensina and Inspection All vehicles used by Contractor and its Affiliates or subcontractors in the performance of services under this Agreement shall be in compliance with all registration, licensing and inspection requirements of the Florida Highway Patrol, the Florida Department of Motor Vehicles, and any other Applicable Laws or regulations. Contractor may be subject to administrative charges for not complying with all Applicable Laws for vehicle registration, licensing and inspection. Contractor and its Affiliates shall maintain copies of all certificates and reports evidencing compliance with this Section 4.4, and shall make such certificates and reports available for inspection upon request by the County Representative. Contractor shall not use any vehicle to perform services under this Agreement that is not in compliance with Applicable Laws. 4.5 Reserve Eauioment Contractor shall have available to it, at all times, reserve Yard Waste processing equipment which can be put into service and operation as soon as practicable after any breakdown of primary equipment. Such reserve equipment shall be of sufficient size and capacity to perform the services required by this Agreement. 4.6 personnel Reauirements 4.6.1 General Mananpr Quelification5, Contractor shall have a qualified general manager or other individual with direct responsibility for performance of its services under this Agreement. Upon County request, Contractor shall provide a written description of its general manager's duties, responsibilities, and commitments to parties other than the County, including duties and responsibilities related to Contractor management activities, and other collection, processing or disposal operations. The written description shall be provided within fifteen (15) calendar days of the County's request. 4.6.2 &c ss to General Manaaer. The general manager shall be readily available to the County Representative and the Administrator through the use of telecommunications equipment at all times that Contractor is providing services pursuant to this Agreement. Page 12 of 47 4.6.3 Enteraencv Contact. Contractor shall provide the County Representative with emergency phone number(s) at which the general manager, and any other Contractor representative authorized to act on Contractor's behalf, can be reached outside of normal Contractor office hours. The emergency representative shall respond to any call from the County within one (1) hour. 4.6.4 Other Personnel Qualifications, Contractor shall employ and assign qualified personnel to perform all services set forth herein. Contractor shall be responsible for ensuring that its employees comply with all federal, state, and local laws applicable to their employment, responsibility, and position. 4.6.5 Management and Supervision. Contractor shall at all times maintain a level of management and supervisory staffing sufficient to perform the services required by this Agreement. Upon County request, Contractor shall provide written identification of key management and supervisory personnel, and such additional related information as may reasonably be requested by the County, including but not limited to, organization chats), resumes, job descriptions, identification of current responsibilities, and - - allocation of time to responsibilities. 4.6.6 Training. Contractor shall provide the initial and ongoing personnel training necessary or required to perform the requirements of this Agreement. Training includes, but may not be limited to, operational training, safety training programs, compliance with Applicable Laws, and other training. 4.6.7 Office Hours Contractor and staff shall be available to County staff Monday through Friday from 8:30 AM to 5:00 PM, or as otherwise approved by the County Representative, except for legal holidays. 4.7 Permits and Access 4.7.1 Facility Permits and License%. Contractor shall be solely responsible for obtaining, at its own expense, any and all Permits, necessary for the transportation, processing, and transfer of materials Delivered to Contractor by County, and maintain same in full force and effect throughout the term of the Agreement. Page 13 of 47 4.7.2 proof of Permits Contractor shall provide proof of such Permits, and shall demonstrate compliance with the terms and conditions of such Permits, upon the request of the County Representative. 4.7.3 Compliance Contractor shall at all times ensure that it is in compliance with all other Applicable Laws with respect to performance of its obligations hereunder. 4.7.4 Facility Access. Contractor shall at all times, with reasonable verbal notice, provide the County Representative with access to any facilities engaged in providing Yard Waste processing services subject only to reasonable notice, safety and security requirements of any third party owner or operator of any such facility. Contractor may be subject to administrative charges for failing to provide access under this Section. 4.7.5 Contractor's Loading Hours The Contractor will have access to the Transfer Stations and perform its Yard Waste processing and loading responsibilities during the hours of: 4:00 AM to 8:00 AM Monday through Saturday, except on Holidays. This Schedule is being used to mitigate interference with the Operator's operations at the County's Transfer Stations, whose operating hours are 8:00 a.m. — 4:00 p.m. Monday through Saturday. The transfer stations are closed on Sundays, Thanksgiving Day, Christmas Day and New Year's Day. Actual hours of Yard Waste pick up and transport operations will be detailed and agreed to mutually by the Administrator and Contractor based on availability of County staff and dependent upon anticipated volumes of Yard Waste presented to the various Transfer Stations. The Administrator shall be able to adjust the loading hours by mutual agreement of the parties. 4.7.5 processing Facility Caoacita Contractor shall provide, at one or more Processing Facilities, capacity adequate for processing all Yard Waste Accepted by Contractor pursuant to this Agreement. 4.7.6 Holiday Service. The County Transfer Stations observe Thanksgiving, Christmas and New Year's. Contractor shall not be required to provide Yard Waste processing services on these designated holidays. 4.8 Ownership of Material Title to and risk of loss for Yard Waste shall pass to Contractor when the Contractor Page 14 of 47 accepts the conforming Yard Waste at any Transfer Station pursuant to Section 4.1.2. 4.9 Utter Abatement Contractor shall not litter in the process of providing the services required by this Agreement. Contractor shall transport or cause the transport of all Yard Waste and Residue in such a manner as to reasonably prevent the spilling or blowing of such waste from Contractor's vehicles. Contractor agrees to clean up litter at the Transfer Stations within two (2) days of County inspection and sending notice to the Contractor. Notice may be given by telephone or electronic mail ("email"). 4.10 pisoosal of Residue Contractor shall properly dispose of any and all Residue created at any Processing Facility at the sole expense of the Contractor. If Contractor disposes of Hazardous Materials or Prohibited Materials for County, the material handling and disposal will be subject to reimbursement by County in accordance with a schedule of fees as agreed by the County and Contractor. 4.11 Approved Pmductc 4.11.1 Contractor shall ensure that all Yard Waste Accepted pursuant to this Agreement is processed only into the Approved Products listed in Exhibit D. In the event additional products of the Processing Facility are identified by Contractor, Contractor may make written request to add such additional products as "Approved Products" to the Administrator. However, Contractor may not process, or allow processing of, Yard Waste into any such additional products unless these products are approved by the Administrator in writing. 4.11.2 Approved Products Records Contractor shall maintain such records as are necessary and sufficient to verify that Yard Waste processed pursuant to this Agreement is processed into Approved Products. 4.12 Erneraencv Service The Contractor has established a program to identify and manage yard waste which requires emergency management and handling, such as larger than normal amounts received during a storm event. In the event emergency waste is received at a Transfer Station in quantities which require special management and handling, the County shall notify the Contractor that possible emergency handling of such waste is required. If emergency handling of such waste is reasonably and mutually deemed by the County and the Contractor, the generator or transporter of such waste may be charged a handling and disposal fee negotiated between the County and the Contractor, if mutually agreed by the parties. In the event the County and the Contractor are unable to agree on fees, the matter shall be submitted to the County Administrator or his or her designee for final determination. The County may elect to use other contractors for the removal, transport and processing of emergency storm waste. Page 15 of 47 Article 5 Force Majeure 5.1 The term "Force Majeure" shall mean an event or circumstance beyond the control of the Party claiming Force Majeure, that, by exercise of due diligence and foresight, could not reasonably have been avoided, including, but not limited to flood, earthquake, hurricane, tropical storm, fire, lightning, epidemic, war, riot, civil disturbance, sabotage, terrorism, strike, and act of God or any other cause beyond the control of the Party claiming Force Majeure. However, the obligation to use due diligence shall not be interpreted to require resolution of labor disputes by acceding to demands of the opposition when such course is inadvisable in the discretion of the Party having such difficulty. The performance of each Party under this Agreement may be subject to interruptions or reductions due to an event of Force Majeure. In this instance this will include the suspension, termination, interruption, denial or failure of or delay in renewal or issuance of any permit, license, consent, authorization, services, access 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 or authorization for the Contractor'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, a partial or entire delay or failure in the provision of necessary utilities or services to the facility. With respect to the Contractor, any material failure of the County, its representatives or other parties retained by the County, including vendors and contractors of any tier (except the Contractor), 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, or material errors, omissions, changes or defects in such items. 5.2 Remedial Action. A Party shall not be liable to the other Party in the event it is prevented from performing its obligations hereunder in whole or in part due to an event of Force Majeure. The Party rendered unable to fulfill any obligation by reason of a Force Majeure shall take all action necessary to remove such inability with all due speed and diligence. The nonperforming Party shall be prompt and diligent in attempting to remove the cause of its failure to perform, and nothing herein shall be construed as permitting that Party to continue to fail to perform after said cause has been removed. 5.3 Exclusions from Definition of Force Majeure. Notwithstanding anything in this Agreement to the contrary, "Force Majeure"shall not mean: (a) General inclement weather normally experienced within the County or in the vicinity of the transfer station or processing facility and affecting operation of a Transfer Station or Processing Facility. (b) Changes in market conditions, governmental action, or weather conditions that affect the cost of any Party's performance, except as expressly set forth herein. Page 16 of 47 (c) Unavailability of equipment, repairs or spare parts, except to the extent due to a qualifying event of Force Majeure. (d) Any mechanical or equipment breakdown or other or events or conditions attributable to normal wear and tear or flaws or failure to operate or maintain such component in accordance with manufacturer's requirements, unless such event is caused by a qualifying event of Force Majeure. 5.4 Notice. In the event of any delay or nonperformance resulting from Force Majeure, the Party suffering the event of Force Majeure shall, within forty eight (48) hours or as soon as practical after the occurrence or the Party's knowledge of the occurrence of the Force Majeure event, notify the other Party in writing of the nature, cause, date of commencement thereof, and the anticipated extent of any delay or interruption in performance. 5.5 Subcontractors. Contractor shall be entitled to use qualified subcontractors listed herein to perform any of its obligations under this Agreement, provided that the use of subcontractors shall not relieve Contractor of its liability for such obligations. The Contractor may submit future subcontractors for approval to the County, and such approval shall not be unreasonably withheld by the County. 5.6 Existing Environmental Liability. ---Contractor shall have no liability or responsibility for any existing violation of any Applicable Laws with respect to any Transfer Station or County's collection and handling of Yard Waste or Acceptable Waste prior to its Delivery to Contractor, including, but not limited to (i) any existing Hazardous Substances at any Transfer Station, or the future use, release, handling or disposal of Hazardous Substances by any Person other than Contractor and its agents and subcontractors at any Transfer Station; (ii) any Hazardous Substances present in the Yard Waste or Acceptable Waste or their handling, release or disposal; or (iv) compliance of any Transfer Station with any other Applicable Laws relating to the natural environment or human health or safety. 6 ARTICLE 6 NOTICES All written correspondence to the County shall be dated and signed by an authorized representative of the Contractor. Any notice required or permitted under this Agreement shall be in writing and hand delivered or mailed, postage pre-paid, to the County by certified mail, return receipt requested, to the following: Mr. Kevin Wilson Solid Waste Department Monroe County 1100 Simonton Street, Room 2-216 Key West, Florida 33040 Wilson-kevi n(a)mon roecou ntv-fl.aov Page 17 of 47 And: Mr. Roman Gastesi Monroe County Administrator 1100 Simonton Street, Room 2-205 Key West, Florida 33040 Gastesi-roman(r monroecounty-fl.gov Ms. Rhonda Haag Monroe County 102050 Overseas Highway, Ste. 2-240 Key Largo, FL 33037 Haaq-rhonda(oh mon roecou ntv-fl.qov With a copy to: Mr. Bob Shillinger Monroe County Attorney 1111 12th Street, Suite 408 Key West, Florida, 33040 Shill i nger-Bob@ Mon roeCounty-F L.Gov For the Contractor: Mike Lent Energy3, LLC 1997 Annapolis Exchange Pkwy Suite#300 Annapolis, MD 21401 MJLent o(ienergy-three.com With a copy to: Chuck Work Energy3, LLC 1997 Annapolis Exchange Pkwy Suite#300 Annapolis, MD 21401 charles.r.work(Wgmail.com Jeffrey C. Paulson Paulson Law Office, Ltd. 7301 Ohms Lane Suite 325 Edina, MN 55439 7 ARTICLE 7 ADDITIONAI SFRVICFS 7.1 "Additional Services" are services not included in the scope of Contractor's services under this Agreement. Should the County require Additional Services they shall be paid for by the County at rates or fees negotiated at the time when services are required, but only if approved by the County and Contractor before commencement. County shall request the proposed services from Contractor and the Contractor shall Page 18 of 47 respond with a fee proposal to perform the requested services. Only after an amendment to the Agreement is executed by both Parties reflecting the Additional Services and a notice to proceed is received by Contractor from the County, shall the Contractor proceed with the Additional Services. 8 ARTICLE 8 COUNTY'S RESPONSIBILITIES 8.1 The County shall provide information upon request regarding requirements for the Contractor's performance of its obligations under this Agreement. 8.2 The County shall designate a representative to act on the County's behalf with respect to the Agreement. The County or its representative shall render decisions in a timely manner pertaining to requests submitted by the Contractor in order to avoid unreasonable delay in the orderly and sequential performance of the Contractor's services. 8.3 Prompt written notice shall be given by the County through its representative to the Contractor if it becomes aware of any fault or defect in the Contractor's performance of the Agreement. Written notice shall be deemed to have been duly served if sent pursuant to Article 6. 8.4 The County shall furnish the required information and services and shall render approvals and decisions as expeditiously as necessary for the orderly performance of the Contractor's services. 8.5 County agrees to reasonably cooperate with Contractor in any applications that Contractor is making for tax credits, grants or financial assistance as described in Section 4.16, at Contractor's expense. County's obligation shall consist only of providing nonproprietary information in its possession, custody or control necessary to complete any such applications, responding to requests from the relevant Government Authorities, and similar activities. 9 ARTICLE 9 INDEMNIFICATION AND HOLD HARMLESS 9.1 The Contractor covenants and agrees to indemnify and hold harmless County/Monroe County and Monroe County Board of County Commissioners, its officers and employees from liabilities, damages, losses and costs, including but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentional wrongful conduct of the Contractor, subcontractor(s) and other persons employed or utilized by the Contractor in the performance of the contract. 9.2 The first ten dollars ($10.00) of remuneration paid to the Contractor is for the indemnification provided for above. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. Should any claims be asserted against the County by virtue of any deficiency or ambiguity in the plans and specifications provided by the Contractor, the Contractor agrees and warrants that he shall hold the County harmless and shall indemnify him from all losses occurring thereby and shall further defend any claim or action on the County's behalf. Page 19 of 47 • 9.3 In the event the completion of the project (to include the work of others) is delayed or suspended as a result of the Contractor's failure to purchase or maintain the required insurance, the Contractor shall indemnify County from any and all increased expenses resulting from such delays. Should any claims be asserted against County by Contractor the Contractor agrees and warrants that Contractor hold the County harmless and shall indemnify it from all losses occurring thereby and shall further defend any claims or action on the county's behalf. 9.4 Contractor 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 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. 9.5 There are no warranties or guarantees of the Contractor which extend beyond those expressed in this Agreement, and the Contractor 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. 9.6 This indemnification shall survive the expiration or early termination of the Agreement. 10 ARTICLE 10 PERSONNEL The Contractor shall assign only qualified personnel to perform any obligations under this Agreement and as set forth in Section 4.6. 11 ARTICLE 11 COMPENSATION 11.1 Interim Processing Rate. During the Interim Processing Term, the County shall pay Contractor $79.50 per ton of Yard Waste Accepted by Contractor for processing at the Points of Delivery. This rate shall be adjusted to reflect annual changes in the U.S. Consumer Price Index as specified in Exhibit C, effective beginning October 1, 2016. Payments may also include additional services as directed by the County and agreed to by the Contractor. 11.2 Agreement Amount The COUNTY shall pay the Contractor in current annual funds for the Contractor's performance of this Agreement. Funding for years 1-2.5 are estimated as follows, which includes the estimated CPI (2.5%) as allowed and specified herein: Year 1 $2,385 Million - $3.180 Million Year 2 $2,444 Million - $3,259 Million Year 3 (half year) $1.252 Million —$1.670 Million Total Estimated Amount: $6.081 Million - $8.109 Million Page 20 of 47 • These numbers represent estimated numbers only, and are based on estimated quantities of materials and CPI increases. Actual annual CPI increases will be determined as described in Exhibit C. 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 Contractor. 11.3 Adiustment for Volume Distribution. The rate set forth in Section 11.1 is based on the estimates that (i) Yard Waste delivered each Contract Year will range approximately 30,000 to 40,000 tons in the aggregate and (ii) the distribution of Yard Waste will be approximately 50% tons from the Lower Keys, - 20% tons from the Middle Keys and 30%from the Upper Keys. In the event that the amount of Yard Waste delivered to Contractor from the Middle or Lower Keys in any given Contract Year exceeds 25% each respectively, the price per ton for all such Yard Waste in excess of the 25% shall be adjusted based on the additional transportation Contractor's expenses, as mutually agreed by both Parties. 11.4 Payment Sum, The County shall pay the Contractor in current funds for the Contractor's performance of this Agreement based on rates shown in Exhibit A as adjusted pursuant to Section 11.1, and the payments shall, in the aggregate, along with County's performance of its other obligations under this Agreement, be full consideration for Contractor's performance of ---- its obligations hereunder. 11.5 pavmentq Contractor shall be paid twice monthly. Payment will be made in accordance with the Local Government Prompt Payment Act, Florida Statutes Section 218.70, unless otherwise expressly provided herein. As a condition precedent for any payment due under this Agreement, the Contractor shall submit on the 1"and 15th of each month, unless otherwise agreed in writing by the County, an invoice to County requesting payment for services rendered and reimbursable expenses due hereunder. The Contractor's invoice shall describe with reasonable particularity the services rendered. The Contractor's invoice shall be accompanied by such documentation or data in support of expenses for which payment is sought as the County may reasonably require. 11.6 Budget 11.6.1 The County will seek approval in its annual budget request from the BOCC, funding sufficient to cover the anticipated Interim Yard Waste Disposal Services Agreement fees. 11.6.2 The Contractor may not be entitled to receive, and the County is not obligated to pay, any fees or expenses in excess of the amount budgeted for this contract in each fiscal year (October 1 - September 30) by County's Board of County Page 21 of 47 • Commissioners. The budgeted amount may only be modified by an affirmative act of the County's Board of County Commissioners. 1 1 .6. 3 The County's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners and the approval of the Board members at the time of contract initiation and its duration. 11.6.4 Payments shall be due to Contractor within thirty (30) days after County's receipt of each required invoice from Contractor. 11.6.5 Overdue Payments shall be made according to the Prompt Payment Act Provisions 11.7 Wire Transfer. County shall attempt to make payment of bills via wire transfer of funds or ACH if timely requested in writing by Contractor, at Contractor's sole expense, if the request contains adequate payment information. County shall be entitled to conclusively presume, without any liability whatsoever, that the payment information furnished by Contractor (for example, name, financial institution, account numbers, and payee) is accurate. In no event will County be required to pay any bill more than once when the invoice was first paid in accordance with Contractor's instructions. 11.8 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 Contractor 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. 12 ARTICLE 12 INSURANCE 12.1 The Contractor shall obtain insurance as specified and maintain the required insurance at all times that this Agreement is in effect. In the event the completion of the project (to include the work of others) is delayed or suspended as a result of the Contractor's failure to purchase or maintain the required insurance, the Contractor shall indemnify the County from any and all increased expenses resulting from such delay. 12.2 The coverage provided herein shall be provided by an insurer with an A.M. Best rating of VI or better, that is licensed to conduct business in the State of Florida and that has an agent for service of process within the State of Florida. The coverage shall contain an endorsement providing sixty (60) days' notice to the County prior to any cancellation of said coverage 12.3 Contractor shall obtain and maintain the following policies: A. Workers' Compensation insurance as required by the State of Florida, sufficient to satisfy the requirements of Florida Statutes Chapter 440. Page 22 of 47 B. Employers Liability Insurance with limits of $1,000,000 per Accident, $1,000,000 Disease, policy limits, $1,000,000 Disease each employee. C. Comprehensive business automobile and vehicle liability insurance covering claims for injuries to members of the public and/or damages to property of others arising from use of motor vehicles, including onsite and offsite operations, and owned, hired or non-owned vehicles, with One Million Dollars ($1,000,000.00) combined single limit and One Million Dollars ($1,000,000.00) annual aggregate. D. Commercial general liability, including Personal Injury Liability, covering claims for injuries to members of the public or damage to property of others arising out of any covered act or omission of the Contractor or any of its employees, agents or Affiliates or subcontractors, including Premises and/or Operations, Products and Completed Operations, Independent Contractors; Broad Form Property Damage and a Blanket Contractual Liability Endorsement with One Million Dollars ($1,000,000) per occurrence and annual aggregate. An Occurrence Form policy is preferred. If coverage is changed to or provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported must extend for a minimum of 48 months following the termination or expiration of this contract. E. Professional Liability Insurance of One Million Dollars ($1,000,000) per occurrence and Two Million dollars ($2,000,000) annual aggregate. If the policy is a "claims made" policy, the Contractor shall maintain coverage or purchase a 'tail" to cover claims made after completion of the project to cover the statutory time limits in chapter 95 of the Florida Statutes. F. County shall be named as an additional insured with respect to Contractor's liabilities hereunder in insurance coverages identified in Paragraphs C and D. G. Contractor shall require its subcontractors (including Affiliates) to be insured at least to the limits prescribed above, and to any increased limits of Contractor if so agreed during the term of this Agreement. County will not pay for increased limits of insurance for Affiliates. H. Contractor shall provide to the County certificates of insurance or a copy of all insurance policies including those naming the County as an additional insured. The County reserves the right to require a certified copy of such policies upon request. I. If the CONTRACTOR participates in a self-insurance fund, a Certificate of Insurance will be required. In addition, the CONTRACTOR may be required to submit updated financial statements from the fund upon request from the COUNTY. Page 23 of 47 13 ARTICLE 13 REPORTING REQUIREMENTS 13.1 Reports. 13.1.1 General. Contractor shall provide, at a minimum, a monthly report following the Commencement Date. The contents of these reports shall be mutually agreed by Contractor and the County Representative. 13.2 Summary of Monthly. Quarterly, and Annual Reporting Requirements. 13.2.1 Operational Data. The following table identifies the operational data the Contractor shall routinely submit. Operational Data Monthly Quarterly Annual Tons Delivered X Tons Redirected X Tons Accepted X Tons Processed X Tons of Residue Disposed and Name of Disposal Facility(ies) X Used % of Tonnage Allocation Used X Significant Events X 13.2.2 Financial Information. The following table identifies the financial information the Contractor shall routinely submit. Financial Information Monthly Quarterly Annual Amount billed to County* X County fees or payments (if any)* due X County past due amount X Audited Financial Statements** X *Invoices will be presented to and paid by the County twice monthly ** Excluding proprietary information. Proprietary information shall be visually shown to Contractor Administrator for verification purposes only. 13.2.3 Monthly Reports. 13.2.3.1 Tons Delivered, Redirected, Accepted, and Processed. The tons Delivered, Accepted, and Processed shall be calculated using daily Tonnage reports from the scale house data management system. Tons Accepted shall be Page 24 of 47 calculated as the tons Delivered less tons Redirected. Tons Accepted shall be separately treated as Tons Accepted on a conditional basis subject to redirection if Contamination is above three percent(3%). 13.2.3.2 Tons of Residue Disposed. The tons of Residue disposed shall be the tonnage determined in accordance with procedures described in Article 7. 13.2.3.3 County fees or payments (if any) due to County. If the Contractor owes the County fees or administrative charges, the Contractor shall itemize each fee or payment due for the most-recently completed month. 13.2.4 Quarterly Reports. 13.2.4.1 Significant Events. Contractor shall discuss any significant events that have impacted or will impact Contractor and/or any Processing Facility currently being utilized, including, but not limited to, operational changes related to receipt, Acceptance, Processing, Residue disposal, Hazardous Materials, and notices of violations. Contractor shall describe the potential consequences of such events and plans to mitigate such consequences. Notice of violations shall be immediately reported to the County. 13.2.5 Annual Reports. 13.2.5.1 Summary of Monthly Data. Annual reports shall include a summary report that presents all monthly data required by the monthly reporting requirements and shall include an annual total for each item reported. 13.2.5.2 Audited Financial Statements. Within one hundred twenty (120) calendar days after the close of Contractor's fiscal year, Contractor shall deliver to the County two (2) copies of the audited consolidated financial statements and profit and loss statements of Contractor for the preceding fiscal year. Financial statements shall include a supplemental combining schedule showing Contractor's non-proprietary results of operations, including the specific revenues and expenses in connection with the operations provided for in this Agreement from others included in such financial statements. The financial statements and footnotes shall be prepared in accordance with Generally Accepted Accounting Principles (GAAP) consistently applied and fairly reflecting the results of operation and Contractor's financial condition. Annual financial statements shall be audited, in accordance with Generally Accepted Auditing Standards (GAAS) by a Certified Public Accountant (CPA) who is a member of the American institute of Certified Public Accountants (AICPA) licensed (in good standing) to practice public accounting, and provide that the CPA opinion on Contractor's annual financial statements shall be unqualified, and shall contain the CPA's conclusions regarding the Contractor's accounting policies and procedures, internal controls, and operating policies. The CPA shall perform an evaluation and, if necessary, shall cite recommendations for improvement. 13.3 Report Format. Contractor shall provide records to the County using an electronic format approved by Page 25 of 47 • the County Representative. The reports may be sent electronic mail ("e- mail"), or if e-mail is not feasible, through an alternate electronic medium that is compatible with the County's software and computer systems. 13.4 Report SubmiBaJ. Contractor shall submit the following reports in accordance with the deadlines set forth below. 13.4.1 Monthly Report. Contractor shall submit monthly reports to the County on or before the last day of the calendar month immediately following the monthly period covered by the report. 13.4.2 Quarterly Report. Contractor shall submit quarterly reports within thirty(30) days of the end of the previous calendar quarter. 13.4.3 Annual Report. Contractor shall submit annual reports on or before 1 year after the commencement date for the services provided in the previous calendar year. The final annual report covering the last six months of service shall be submitted Thirty (30) days following termination of the Agreement. 13.4.4 Submittal Day Exceptions. If the last day of the month falls on a Saturday, Sunday or a designated holiday under this Agreement, the report is due on the next calendar day. 13.4.5 Submittal to County. All reports shall be submitted to the County Representative. 13.4.6 Late, Inaccurate, Incomplete Reports. Reports that are not filed by the due date or are incomplete or inaccurate are delinquent. Contractor shall submit a corrected report within thirty (30) calendar days of written notice from the County. Administrative charges may be imposed on Contractor for a late report, or failure to correct an inaccurate or incomplete report. 13.4.7 On-Request Reports. Contractor shall maintain current information regarding key personnel; vehicle inventory; composting data; all applicable Permits; and tonnage for materials Delivered, Redirected, Processed, and Disposed. Page 26 of 47 14 ARTICLE 14 FINANCIAL ASSURANCE OF PERFORMANCE 14.1 performance Bong. Contractor shall furnish to the County Clerk, and keep current, a Performance Bond substantially in a form substantially as set forth in Exhibit E, Form of Performance Bond, for the performance of this Agreement and all of Contractor's obligations arising hereunder in an amount and term as follows: From ten (10) calendar days from the Effective Date through sixty (60) days after the expiration of the Term or until County issues a written release, whichever is earlier, in an amount of $795,000, which is an amount equal to 25% of the CONTRACTOR's estimated annual processing fee. 14.2 Licensed Surety. The Performance Bond shall be issued by a surety company licensed to do business in the State of Florida; having an "A-" or better rating by A. M. Best or Standard and Poor's and included on the list of surety companies approved by the Treasurer of the United States. If the Performance Bond is shorter than the term of this Agreement, Contractor shall submit proof of renewal or extension at least thirty (30) calendar days prior to the Performance Bond expiration date. 14.3 Alternative Security. Contractor may request, and County may allow Contractor to provide the following alternative security for the performance of this Agreement in the same amount and term as specified for the Performance Bond in the form of: (a) a prepaid irrevocable standby letter of credit from a financial institution satisfactory to the Administrator, which authorizes the County to withdraw funds in the event of a default under this Agreement and approved as to form by the County Attorney; or (b) a certificate of deposit or other escrowed funds subject to an escrow agreement in favor of the County with a financial institution satisfactory to the Administrator. In the event alternative security is approved by the County, Contractor shall notify the County Representative within three (3) calendar days of any change in status. County may periodically request verification from the financial institution that issued the letter of credit regarding the status of the letter of credit. If the letter of credit is no longer in full effect, Contractor must cure the defect within five (5) Business Days. Failure to cure within this period may subject the Contractor to administrative charges. 14.4 Use of Security. In addition to any other remedy available to it, County may draw against the Performance Bond or alternative security to satisfy any undisputed obligations of Contractor to County arising under this Agreement that Contractor has not otherwise paid when due, after any required notice and opportunity to cure. Any failure to draw upon the Performance Bond or alternative security for amounts due to County shall not prejudice County's rights to recover such amounts in any other manner or at any other time. In the event the amount of the Performance Bond or alternative security shall be insufficient to pay any amount due to County in full (and Contractor has not otherwise Page 27 of 47 paid such amount), Contractor shall replenish the Performance Bond or alternative security to its full amount within thirty (30) days. In the event Contractor fails to replenish the Performance Bond or alternative security and pay the applicable amount promptly when due, County shall have the right to terminate the Agreement in accordance with Section 16.3. 15 ARTICLE 15 MISCELLANEOUS 15.1 Section Headings Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. 15.2 Ownership Of Documents Any documents prepared by the Contractor for this Agreement belong to the Contractor and, with the exception of proprietary documents, may be reproduced and copied by the County for internal use only without acknowledgement or permission of the Contractor. 15.3 Successors And Assigns The Contractor shall not assign its obligations under this agreement, except in writing and with the prior written approval of the BOCC and the Contractor, which approval shall be subject to such conditions and provisions as the BOCC may deem reasonably necessary. This paragraph shall be incorporated by reference into any assignment and any assignee shall comply with all of the provisions of this Agreement. Subject to the provisions of the immediately preceding sentence, each Party hereto binds itself, its successors, assigns and legal representatives to the other and to the successors, assigns and legal representatives of such other Party. 15.4 No Third Party Beneficiaries Nothing contained herein shall create any relationship, contractual or otherwise, with, or any rights in favor of, any third party. No provision of this Agreement is intended to nor shall it in any way inure to the benefit of any other Person not a Party or give rise to a cause of action in favor of any Person not a Party. 16 TERMINATION FOR DEFAULT 16.1 The following shall each constitute an Event of Default by Contractor: a. Contractor shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy (court) or a petition or answer seeking an arrangement for its reorganization or the readjustment of its indebtedness under the Federal bankruptcy laws or under any other law or statute of the United States or any Page 28 of 47 • state thereof, or consent to the appointment of a receiver, trustee or liquidator of all or substantially all of its property. b. By order or decree of a Court, Contractor shall be adjudged bankrupt or an order shall be made approving a petition filed by any of its creditors or by any of the stockholders of Contractor, seeking its reorganization or the readjustment of its indebtedness under Federal bankruptcy laws or under any law or statute of the United States or of any state thereof, provided that if any such judgment or order is stayed or vacated within sixty (60) calendar days after the entry thereof, any notice of default shall be and become null, void and of no effect; unless such stayed judgment or order is reinstated in which case, said default shall be deemed immediate; or c. By, or pursuant to, or under the authority of any legislative act, resolution or rule or any order or decree of any Court or governmental board, agency or officer having jurisdiction, a receiver, trustee or liquidator shall take possession or control of all or substantially all of the property of contractor, and such possession or control shall continue in effect for a period of sixty (60) calendar days; or d. Contractor has defaulted, by failing or refusing to pay in a timely manner the administrative charges, or other monies due county, and said default is not cured within thirty (30) calendar days of receipt of written notice by County to do so; or e. Contractor has defaulted by allowing any final judgment for the payment of substantial money to stand against it unsatisfied and said default is not cured within thirty (30) calendar days of receipt of written notice by County to do so. f. In the event that the monies due County under Section 17.1.1.4 above or an unsatisfied final judgment under Section 17.1.1.5 above is the subject of a judicial proceeding, Contractor shall not be in default if the sum of money is bonded. All bonds shall be in a form acceptable to the County Attorney; or g. Contractor has defaulted, by failing or refusing to perform or observe the terms, conditions or covenants in this Agreement or any of the rules and regulations promulgated by County pursuant thereto or has wrongfully failed or refused to comply with the instructions of the County Representative relative thereto and said default is not cured within thirty (30) calendar days of receipt of written notice from County to do so, or if by reason of the nature of such default, the same cannot be remedied within thirty (30) calendar days following receipt by Contractor of written demand from County to do so, Contractor fails to commence the remedy of such default within said thirty (30) _ calendar days following such written notice or having so commenced shall fail thereafter to continue with diligence the curing thereof (with Contractor having the burden of proof to demonstrate (a) that the default cannot be cured within thirty (30) calendar days, and (b) that it is proceeding with diligence to cure said default, and such default will be cured within a reasonable period of time. Contractor has failed or refused to perform Yard Waste Processing Services for a period of more than two (2) calendar days, and Contractor has not cured the default within ten (10) calendar days from written notification by County. The County is not required to provide Contractor with an opportunity to Page 29 of 47 • cure if the Contractor had 4 incidents within the previous twelve (12) months of failing or refusing to perform Yard Waste Processing Services for a period of more than two (2) calendar days. 16.2 The following shall each be an Event of Default by County: (a) County directs any material amount of Yard Waste, or Acceptable Waste dedicated to Contractor exclusively, except when the Contractor not in compliance with the terms of this agreement or in an emergency to any other Person during the Term, or fails to deliver Yard Waste to Contractor as required hereunder. (b) County fails to make any payment due to Contractor under this Agreement within ten (10) Business Days after such amount is due. (c) County breaches any curable, non-monetary, material obligation under this Agreement, and fails to cure such breach within thirty (30) days after receiving written notification from Contractor of the breach. (d) Any other material breach of this Agreement not specifically enumerated, that is not cured within thirty (30) days after County received written notification of default from Contractor. 16.3 Termination Upon Default. 16.3.1 In the event the defaulting Party fails to cure the Event of Default within the period for curative action under Sections 16.1 or 16.2, as applicable, or upon the occurrence of an incurable Event of Default, the non-defaulting Party may terminate this Agreement by notifying the defaulting Party in writing of its decision to terminate and the effective date of the termination. 16.3.2 Upon termination of this Agreement by County due to an Event of Default by Contractor pursuant to Section 16.3.1, County shall have no future or further obligation to provide Yard Waste or Acceptable Waste to Contractor or to make any payment whatsoever under this Agreement, except for payments for obligations arising or accruing prior to the effective date of termination. Upon termination of this Agreement by Contractor due to an Event of Default by County pursuant to Section 16.3.1, Contractor shall have no future or further obligation to accept or process Yard Waste or Acceptable Waste from County or to satisfy any other obligation of this Agreement, except for payments or other obligations arising or accruing prior to the effective date of termination. After the effective date of termination, this Agreement shall not be construed to provide any residual value to either Party or any successor or any other Person, for rights to, use of, or benefits from the Yard Waste, Acceptable Waste or Gasification Plant. 16.3.3 Notwithstanding any provisions in this Agreement to the contrary, upon the occurrence of an Event of Default by Contractor, County shall provide notice of the Event of Default to each Financier for which an address or other contact information has been provided to County by Contractor. Page 30 of 47 16.3.4 If an Event of Default by Contractor will require more than the prescribed cure period to cure, and Contractor is diligently pursuing a cure, as reasonably demonstrated to County, then the applicable cure period shall be extended up to an additional ninety (90) days as long as Contractor is diligently pursuing the cure. This provision shall not apply to payment defaults. 16.3.5 If the Parties are engaged in a dispute as to whether an Event of Default has occurred or whether a Party has the right to terminate this Agreement, and the Parties are handling the dispute through the procedures established in this Agreement, the Party claiming the Event of Default or the right to terminate shall not be entitled to terminate this Agreement until a final ruling is received from the applicable court or unless agreed to by the Parties. 16.4 Other Damages. (a) For all claims, causes of action and damages the Parties shall be entitled to the recovery of actual damages allowed by law unless otherwise limited by this Agreement. Neither the enumeration of Events of Default in Sections 16.1 and 16.2, nor the termination of this Agreement by a non-defaulting Party pursuant to Section 16.3.1, shall limit the right of a non-defaulting Party to rights and remedies available at law, including, but not limited to, claims for breach of contract or failure to perform by the other Party and for direct damages incurred by the non-defaulting Party as a result of the termination of this Agreement. (b) Except as otherwise specifically and expressly provided in this Agreement, no Party shall be liable to the other Party under this Agreement for any indirect, special, punitive, exemplary, incidental or consequential damages, including, without limitation, loss of use, loss of revenues, loss of profit, interest charges, cost of capital, or claims of customers to which service is made, whether arising under statute or in tort or contract. 16.5 Termination Cumulative Each Party's right to terminate this Agreement is in addition to any other rights and remedies provided by Applicable Laws or by this Agreement. 16.6 Transition. (a) In the event of a termination of this Agreement by Contractor for default by County or due to a change of law making performance impossible or uneconomic as described in Section 17.3, Contractor shall be entitled to cease performing services under the Agreement upon the effective date of termination, including termination of subcontracts, and may recover its equipment from Transfer Stations without interference by County or its contractors or agents. Contractor shall cooperate with County in any transition to a new services provider, but shall not be obligated to incur any material costs in assisting such a transition. (b) In the event of a termination of this Agreement by the County due to an Event of Default by the Contractor that is not cured by the Performance Bond or alternative security, Contractor shall complete any work necessary to facilitate the transfer of Page 31 of 47 Contractor's responsibilities to another contractor and cooperate with County's establishment of a new contract or other means of performing the services previously performed by Contractor. County shall have the right to separately contract with any subcontractor of Contractor for services, or may request that Contractor assign one or more subcontracts to County. Any such assignment will be subject to approval by the applicable subcontractor and County's assumption of all Contractors' obligations of the applicable subcontract. 16.7 Violations. Notwithstanding the foregoing and as supplemental and additional means of termination of this Agreement under this Article, in the event that Contractor's record of performance show that Contractor has frequently, regularly, or repetitively defaulted in the performance of any of the covenants and conditions required herein to be kept and performed by Contractor, in the opinion of the County Administrator and regardless of whether CONTRACTOR has corrected each individual condition of default, Contractor shall be deemed a "habitual violator", shall be deemed to have waived the right to any further notice or grace period to correct, and all of said defaults shall be considered cumulative and collectively shall constitute a condition of irredeemable default. The County Manager shall thereupon issue Contractor a final warning citing the circumstances therefore, and any single default by contractor of whatever nature, subsequent to the occurrence of the last of said cumulative defaults, shall be grounds for immediate termination of the A reement. In the event of any such subsequent default, the County Manager may terminate this Agreement upon giving of written final notice to Contractor, such termination to be effective upon the date specified in the County Manager's written notice to Contractor. Upon such termination, all contractual fees due hereunder plus any and all charges and interest, if any, shall be payable to the date of termination, and Contractor shall have no further rights hereunder. Immediately upon the specified date in such final notice, Contractor shall cease any further performance of services under this Agreement. 16.8 Effective Date of Termination. In the event of the aforesaid events specified in Sections 16.1 and 16.2 above, and except as otherwise provided in said Sections, termination shall be effective upon the date specified in the County's written notice to Contractor and upon said date, this Agreement shall be deemed immediately terminated and upon such termination, all liability of County under this Agreement to Contractor, other than the payment of moneys due, shall cease and County shall have the right to call the performance bond or other form of financial assurances and shall be free to negotiate with other contractors for the performance of the services specified in this Agreement. In the event of Contractors failure to perform, Contractor shall reimburse County for all direct and indirect costs incurred by County in providing interim services. 16.9 Immediate Termination. The County may terminate this Agreement immediately upon written notice to Contractor in the event Contractor fails to provide and maintain the Page 32 of 47 Performance Bond or other form of financial assurances as required by this Agreement, CONTRACTOR fails to obtain or maintain insurance policies endorsements as required by this Agreement, Contractor fails to provide the proof of insurance as required by this Agreement, or Contractor offers or gives any gift prohibited by law. 16.10 Termination Cumulative. County's right to terminate this Agreement is cumulative to any other rights and remedies provided by law or by this Agreement. 17 ARTICLE 17 CHANGE IN LAW. 17.1 County shall provide written notice to Contractor of any planned amendment to Chapter 21, or to other applicable chapters of the Monroe County Code that would substantially affect the performance of Contractor's services pursuant to the Agreement. Except in the case of an amendment determined by the County BOCC to be an urgency measure, such notice shall be provided at least sixty (60) calendar days prior to the County BOCC's approval of such an amendment. 17.2 County and Contractor understand and agree that the Florida Legislature has the authority to make comprehensive changes in Solid Waste Management legislation and that these and other changes in law in the future which mandate certain actions or programs for counties or municipalities may require changes or modifications in some of the terms, conditions or obligations under this Agreement. Nothing contained in this Agreement shall require any party to perform any act or function contrary to law. County and Contractor agree to enter into good faith negotiations regarding modifications to this Agreement which may be required in order to implement changes in the performance of their obligations due to change in law. When such modifications are made to this Agreement, County and Contractor shall negotiate in good faith, a reasonable and appropriate compensation adjustment for any increase or decrease in the services or other obligations required of Contractor due to any modification in the Agreement under this Article. Neither County nor Contractor shall unreasonably withhold agreement to such compensation adjustment. 17.3 If a change in law makes Contractor's performance of any material portion of this Agreement impossible (without violating the law) or uneconomic, and the Parties fail to negotiate an amendment which resolves the legal or economic barriers to Contractor's continued performance, Contractor may, upon thirty (30) days' notice to County, terminate this Agreement. 18 ARTICLE 18 CONTRACT DOCUMENTS. This contract consists of the Request for Proposals, any addenda, this Form of Agreement, the CONTRACTOR'S response to the RFP, the documents referred to in the Form of Agreement as a part of this Agreement, and Exhibits, and modifications made after execution by written amendment. In the event of any conflict between any of the Contract documents, the one imposing the greater burden on the CONTRACTOR will control. Page 33 of 47 19 ARTICLE 19 OWNERSHIP OF WRITTEN MATERIALS. Subject to Chapter 119, Florida Statutes, all reports, documents, or other materials developed by Contractor or any other person engaged by Contractor in connection with the services to be performed under this Agreement shall be and shall remain the property of the Contractor and with the exception of materials proprietary to County without limitation or restrictions on the use of such materials. 20 ARTICLE 20 PUBLIC ENTITIES CRIMES. A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on contracts to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or contractor under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 of the Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. By signing this Agreement, Contractor represents that the execution of this Agreement will not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes). Violation of this section shall result in termination of this Agreement and recovery of all monies paid hereto, and may result in debarment from County's competitive procurement activities. In addition to the foregoing, Contractor further represents that there has been no determination, based on an audit, that it or any subcontractor has committed an act defined by Section 287.133, Florida Statutes, as a "public entity crime" and that it has not been formally charged with committing an act defined as a "public entity crime" regardless of the amount of money involved or whether Contractor has been placed on the convicted vendor list. Contractor will promptly notify the County if it or any subcontractor or subcontractor is formally charged with an act defined as a "public entity crime" or has been placed on the convicted vendor list. 21 ARTICLE 21 MAINTFNANCE OF RECORDS Contractor shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Records shall be retained for a period of five years from the termination of this Agreement. Each Party to this Agreement or its authorized representatives shall have reasonable and timely access to such records of each other Party to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreement. If an auditor employed by the County or Clerk determines that monies paid to Contractor pursuant to this Agreement were spent for purposes not authorized by this Agreement, or were wrongfully retained by the Contractor, the Contractor, shall repay the applicable monies together with interest calculated pursuant to Sec. 55.03 of the Florida Statutes, running from the date the monies were paid by the County. Page 34 of 47 22 ARTICLE 22 GOVERNING LAW. VENUE. INTERPRETATION. COSTS AND FEES This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, County and Contractor agree that venue shall lie in the 16th Judicial Circuit, Monroe County, Florida, in the appropriate court or before the appropriate administrative body. This agreement shall not be subject to arbitration. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 23 ARTICLE 23 SEVERABILITY If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and Contractor agree to negotiate an amendment to the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 24 ATTORNEY'S FEES AND COSTS The County and Contractor agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. 25 ARTICLE 25 BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Contractor and their respective legal representatives, successors, and assigns. 26-ARTICLE 26 AUTHORITY Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and company action, as required by law. 27 ARTICLE 27 CLAIMS FOR FEDERAL OR STATE AID CONTRACTOR and COUNTY agree that each shall be, and is, empowered to apply for, seek, Page 35 of 47 and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 28 ARTICLE 28 ADJUDICATION OF DISPUTES OR DISAGREEMENTS. County and Contractor agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. 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 a 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. This provision does not negate or waive the provisions of paragraph 16.3 concerning termination or cancellation. Each Party agrees to continue to perform its obligations under the Agreement during the pendency of any dispute or related dispute resolution proceeding. 29 ARTICLE 29 COOPERATION. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, County and Contractor agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and Contractor specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 30 ARTICLE 30 NONDISCRIMINATION Contractor and County agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. Contractor or County agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination in employment. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office-and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 8) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; Page 36 of 47 • 9) Monroe County Code Chapter 13, Article VI, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the Parties to, or the subject matter of, this Agreement. 31 ARTICLE 31 COVENANT OF NO INTEREST Contractor and County covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that the only interest of each is to perform and receive benefits as recited in this Agreement. 32 ARTICLE 32 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. 33 ARTICLE 33 NO SOLICITATION/PAYMENT The Contractor and County warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicitor 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. 34 ARTICLE 34 PUBLIC ACCESS The Contractor and County 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 Contractor and County in connection with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by Contractor. _Pursuant to F.S. 119.0701, Contractor and its subcontractors shall comply with all applicable 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. Page 37 of 47 (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. (d) Meet all requirements for retaining public records and transfer, at no cost, to Monroe County all public records in possession of the Contractor upon termination of the Agreement 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. 35 ARTICLE 35 NONANAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the Contractor and the County in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 36 ARTICLE 36 PRIVILEGES AM, IMMIINITIFS All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activityof officers, agents, or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 37 ARTICLE 371 FGAI ORI IGATIONS AND RESPONSIBILITIES This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida constitution, and other Applicable Laws. 38 ARTICLE 38 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 Contractor and the County agree that neither the Contractor nor the County or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and Page 38 of 47 apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 39 ARTICLE 39 ATTESTATIONS AND TRUTH IN NEGOTIATION Contractor agrees to execute such documents as County may reasonably require, including a Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement. Signature of this Agreement by Contractor shall act as the execution of a truth in negotiation certificate stating that wage rates and other factual unit costs supporting the compensation pursuant to the Agreement are accurate, complete, and current at the time of contracting. The original contract price and any additions thereto shall be adjusted to exclude any significant sums by which the agency determines the contract price was increased due to inaccurate, incomplete, or concurrent wage rates and other factual unit costs. All such adjustments must be made within one year following the end of the Agreement. 40 ARTICLE 40 NO PERSONAL LIABILITY No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 41 ARTICLE 41 EXECUTION IN COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Page 39 of 47 • IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly representative on the day and year first above written. Sa BOARD OF COUNTY COMMISSIONERS ••;fa)-avilin, Clerk OF MONROE COUNTY, FLORIDA oof )6(4C (4L By: T Deputy Clerk �p��i y Mayor/Chairma �Te2fial7w(�o tr °ui iS Date: � ,. `47/6:PFv f+uB/ T z. = My n po COMMISSION I `— (Seal) y�. EXPIRES g(� ENERGY 3, LLC, y 2..FEB. 13, 2017/Cp c a Delaware limited liability company Attest: -" p '''�947,*(2ROE`r'``�a BY: ,(,�,Gu- -hi S �:(:4-utn By: J, Title: /JO�Q,r Title: Ce O STATE OF FtOR$BA lint) COUNTY OF Wrnrr Geo s On this W day of Reb , 2015, before me,the undersigned notary public, Personally appeared Frerl t e Luca known to me to be the Person whose name is subscribed above or who producedrlrl ,e.rs l Ir ence As identification, and acknowledged that he/she is the person who executed the above contract with Monroe County for the processing of the County's yard waste, Monroe County Florida for the purposes therein contained. By:40 n S C(i.vtkv N11Nin hIIi,0.,,,, Notary Public ``.a�•4)4 PPY IL°44.4 FY1 han MS Con Far o Print Name j� = MY '0 i COMMISSION ' = Frei,My commission expires: . 13 311 Seal =-01. EXPIRES S 9' FEB.13,2017/ _ MONROE G 'Rt:TY ATTORNEY END OF AGREEMENT �EJ,PPRO ''',3 Y `3 .3 TO FORM., Page40 of47 CHRISTINE x', LI He- EARROWa Date 'r 1 EXHIBIT A COMPENSATION RATES Beginning April 1, 2015, or upon the Commencement Date when the Contractor begins work County shall compensate Contractor for services performed in accordance with this Agreement according to the following rates: Fees ($/Ton) Task Fee Load/transfer and transport from existing or alternative Transfer $79.50/ton Stations. Process Yard Waste and Alternative Waste inclusive of marketing and sales of by- products/commodities, residue transport and disposal, capital and operations, fees, taxes, license's, etc. Emergency: Process yard waste from a storm event $79,50/ton, unless otherwise mutually - - - - agreed upon between the parties Other: Any handling of Hazardous Substances or excess These special handling Prohibited Materials as mutually agreed between the County and fees will be mutually the Contractor will be subject to additional fees. agreed to by both Parties. Redirected Waste due to Contamination or Prohibited Material of No more than current three percent (3%) or more Haul-out rate AGREEMENT 00500-Page 41 of 47 EXHIBIT B ADMINISTRATIVE CHARGES Description Amount OPERATING STANDARDS 1. Implementation Delay. Failure to meet transition timeline $500 per milestone per milestones as specified in Exhibit C-1, Transition and day. Implementation Plan. 2. Inadequate Capacity. Failure to provide adequate primary $1,000 per business day. and alternate processing capacity during the term of the Agreement. 3. Failure to Process. Shipping, selling, or disposing of $1,000 per incident per Yard Waste that is not Processed as required by this business day. Agreement. 4. Commingling of County Materials with Others. $500 per incident. Commingling of Yard Waste Materials collected inside and outside of Monroe County prior to weighing. 5. Failure to Notice County about Facility Concerns. $50 per incident. Failure to provide immediate notice to County of any issue or problem related to use of Processing, Transfer, or Disposal Facilities. 6. Unauthorized Use of Facilities. Use of Processing $1,000 per incident per Facilities that are not approved by the County. business day. VEHICLE STANDARDS 7. Vehicle Noncompliance. Failure to license, register, and $100 per incident per inspect the vehicles in accordance with all applicable laws business day. and regulations. 8. Litter Abatement. Failure to prevent the spilling of Yard $250 per incident. Waste and Residue and blowing of such waste from the vehicle. REPORTING 9. Late Submittals. Failure to maintain or timely submit to the $250 per incident. County any documents or reports required under Article 13. 10. Inaccurate Submittals. Failure to correct any inaccurate or $250 per incident. incomplete reports as required by the County. OTHER 11. Obtain and Maintain Permits, Licenses, and Approvals. $250 per incident per Failure to obtain and maintain any and all Permits, licenses, business day in which and approvals necessary for the performance of its performance is affected obliaations 12. Notice of Violations. For each notice of violation of $1,000 for each violation. Applicable Laws received from a local enforcement agency, the Department of Environmental Protection, or other regulatory agency with jurisdiction. 13. Denial of Site Access. Failure to provide facility access to $500 per incident the County. Page 42 of 47 EXHIBIT C OPERATIONS AND DISPOSAL FEE ADJUSTMENT An annual adjustment,except as specified herein in paragraph 11.2, shall be applied on October of every year after 2015 to the Operations and Disposal Fee. The adjustment shall be calculated in the following manner: I)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 Lauderdale (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. • Page 43 of 47 EXHIBIT D APPROVED PRODUCTS Contractor shall ensure that all products produced from Yard Waste processed pursuant to this Agreement meet the requirements specified below. Ash Ash formed by incineration of the inorganic constituents of the Yard Waste or Acceptable Waste, and may take the form of solid lumps or ash flakes Co-Generation Fuel Co-Generation Fuel: Any waste material that can be used as a feedstock or fuel source and which can be processed to create energy, steam and/or electricity. Compost Solid waste which has undergone biological decomposition of organic matter, has been disinfected using composting or similar technologies, and has been stabilized to a degree that is potentially beneficial to plant growth and that is used or sold for use as a soil amendment, artificial top soil, growing medium amendment or other similar uses Composting is the process by which biological decomposition of organic solid waste is carried out under controlled aerobic conditions, and that stabilizes the organic fraction into a material which can easily and safely be stored, handled and used in an environmentally acceptable manner. The presence of anaerobic zones within the composting material will not cause the process to be classified as other than composting. Wood and Fiber Mulch Products generated from the carbon fraction of Yard Waste by composting the Yard Waste to eliminate weed seeds, and processing the Yard Waste into a material that can be used by contractors and landscapers to mulch areas for the control of weeds or erosion. Green Soil Amendment Material produced from the immature unders from the initial Yard Waste pre-screening or grinding process that are not placed into windrows for composting but can be used as a weed control product, or as an amendment to soil via disking or land application. Land application does not include use as a cover material for a landfill operation. Top Soil Additive A material made from fines blended with soils where the fines are generated from stockpiled overs from the composting process (e.g., tree trimmings) that are placed in windrows and periodically turned and screened to produce the fines. Page 44 of 47 t. Fuel for Gasification or Energy production: Yard Waste or Acceptable Waste may be used in an energy generation or gasification facility, and the energy, Environmental Attributes, or other products produced as a result of use as a fuel are each approved. Animal Bedding "Animal bedding" means material that is generated from the carbon fraction of Yard Waste by composting the material to eliminate weed seeds and then producing a material suitable for use as bedding in horse stables, dairies, or other livestock facilities. Waste to Energy Fuel for energy production: Yard waste or acceptable waste may be used in an energy generation facility, and the energy or other products produced as a result of use as a fuel are each approved. Page 45 of 47 EXHIBIT E FORM OF PERFORMANCE BOND YARD WASTE PROCESSING SERVICES FOR MONROE COUNTY, FLORIDA KNOW ALL MEN BY THESE PRESENTS: that (insert full name and address or legal title of Contractor) as Principal, hereinafter called Contractor, and, (Name of Insurer) as Surety, hereinafter called Surety, are held firmly bound unto the COUNTY OF MONROE, FLORIDA as Obligee, and hereinafter called the County, in the amount of Seven Hundred Ninety Five Thousand Dollars ($795,000), for the payment whereof Contractor and Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, Contractor has by written agreement dated , 20 , entered into an Agreement with the County for providing Yard Waste Processing Services in accordance with the Agreement of MONROE COUNTY, FL, which Agreement is by reference made a part hereof, and is hereinafter referred to as the Agreement. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION is such that, if Contractor shall promptly and faithfully perform said Agreement, then this obligation shall be null and void; otherwise it shall remain in full force and effect. The Surety hereby waives notice of any alteration or extension of time made by the County. Whenever Contractor shall be, and declared by the County to be in default under the Agreement, the County having performed the County's obligations thereunder, the Surety may promptly remedy the default, or shall promptly perform one of the following: 1. Complete the Agreement in accordance with its terms and conditions. 2. Obtain a bid or bids for completing the Agreement in accordance with the terms and conditions, and upon determination by the Surety of the lowest responsible bidder, or if the County elects, upon determination by the County and the Surety jointly obtain a bid or bids for completing the Agreement in accordance with the terms and conditions, and upon determination by the Surety of the lowest responsible bidder, or if the County elects, upon determination by the County and the Surety jointly of the lowest responsible bidder, arrange for an agreement between such bidder and the County, and make available as work progresses (even though there should be a default or a succession of defaults under the Agreement or Agreement of completion arranged under this paragraph) sufficient funds to pay the cost of completion less the balance of the Agreement price; but not exceeding, including costs and damages for which the Surety may be liable hereunder, the amount set Page 46 of 47 forth in the first paragraph hereof. The term "balance of the Agreement price," as used in this paragraph, shall mean the total amount payable by the County to Contractor under the Agreement and any amendments thereto, less the amount properly paid by the County to Contractor. Any suit under this bond must be instituted before the expiration date of the Agreement or if extended for an additional term by the County, the expiration of the extended term. No right of action shall accrue on this bond to or for the use of any person or corporation other than the County named herein or the executor, administrator or successors of the County of. Signed and sealed this day of , 20 . (Principal) (Seal) (Witness) (Title) Surety (Seal) (Witness) (Name of Insurer) By: (Attorney-in-Fact) Page 47 of 47 ' BOND NO: B10024691 EXHIBIT E FORM OF PERFORMANCE BOND YARD WASTE PROCESSING SERVICES FOR MONROE COUNTY, FLORIDA KNOW ALL MEN BY THESE PRESENTS: that Energy Three, LLC - 1997 Annapolis Exchange Parkway, Suite#300, Annapolis, MD 21401 as Principal, hereinafter called Contractor, and Aegis Security Insurance Company as Surety, hereinafter called Surety, are held firmly bound unto the COUNTY OF MONROE, FLORIDA as Obligee, hereinafter called the County, in the amount of not less than, $795,000.00 Seven hundred ninety five thousand and no cents/dollars, for the payment whereof Contractor and Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, Contractor has by written agreement dated*2015[entered into an Agreement with the County for providing Yard Waste Processing Services in accordance with the Agreement of MONROE COUNTY, FL, which Agreement is by reference made a part hereof, and is hereinafter referred to as the Agreement. "The term of this bond is from April 30, 2015 to April 30, 2016. Subsequent renewals solely at the discretion of the Surety must be provided sixty (60) days prior to the expiration of the term." (1) Surety shall furnish a performance bond in the amount as noted above unless an otherwise lesser amount is specified by Obligee. This Performance bond shall be reviewed annually by Surety and subsequent renewals are approved solely at the discretion of the Surety. It is further expressly understood and agreed that the aggregate liability of the Surety regardless of the number of years the bond is continued and the number of premiums paid, is limited solely to the penal sum of said bond as stated above. (2) Neither non-renewal by Surety in such case or the inability of Principal to file a replacement bond shall constitute a loss to the Obligee recoverable under this bond. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION is such that, if Contractor shall promptly and faithfully perform said Agreement, then this obligation shall be null and void; otherwise it shall remain in full force and effect. The Surety hereby waives notice of any alteration or extension of time made by the County. Whenever Contractor shall be, and declared by the County to be in default under the Agreement, the County having performed the County's obligations thereunder, the Surety may promptly remedy the default, or shall promptly perform one of the following: Page 1 of 2 V BOND NO: B10024691 1.Complete the Agreement in accordance with its terms and conditions. 2. Obtain a bid or bids for completing the Agreement in accordance with the terms and conditions, and upon determination by the Surety of the lowest responsible bidder, or if the County elects, upon determination by the County and the Surety jointly obtain a bid or bids for completing the Agreement in accordance with the terms and conditions, and upon determination by the Surety of the lowest responsible bidder, or if the County elects, upon determination by the County and the Surety jointly of the lowest responsible bidder, arrange for an agreement between such bidder and the County, and make available as work progresses (even though there should be a default or a succession of defaults under the Agreement or Agreement of completion arranged under this paragraph) sufficient funds to pay the cost of completion less the balance of the Agreement price; but not exceeding, including costs and damages for which the Surety may be liable hereunder, the amount set forth in the first paragraph hereof. The term 'balance of the Agreement price," as used in this paragraph, shall mean the total amount payable by the County to Contractor under the Agreement and any amendments thereto, less the amount properly paid by the County to Contractor. Any suit under this bond must be instituted before the expiration date of the Agreement or if extended for an additional term by the County, the expiration of the extended term. No right of action shall accrue on this bond to or for the use of any person or corporation other than the County named herein or the executor, administrator or successors of the County of. Signed and sealed this 30th day of April, 2015. Energy 3, LLC (Seal) By: /(Principal)ci .�W ,C ac (Witness) Ce0 (Title) (Witness) Aegis Security Insurance Company (Seal) C� t LGI (Surety) CRISTINA CARPENTER By: Patrick J. Lynch, Attorney-in-Fact Page 2 of 2 1W SURETY ACKNOWLEDGEMENT State of New Jersey ss: County of Morris On this 306 day of April , 2015 , before me personally comes PATRICK J. LYNCH to me known; who, being by me duly sworn, deposes and says that he/she resides in DENVILLE, that he/she is the Attorney-in-Fact of the AEGIS SECURITY INSURANCE COMPANY, the Corporation described in and which executed the foregoing instrument; that he/she knows the seal of the said Corporation; that the seal affixed to the said instrument is such Corporate seal; that it was so affixed by the order of the Board of Directors of the said Corporation, and that he/she signed his/her name thereto by like order. I -0 /�� r/f,�1 ( iure&rTitle J� of Official Taking Acknowledgment) AILEEN G. MACDONALD Notary Public State of New Jersey My Commission Expires Dec.18,2019 S THIS POWER NULL AND VOID IF NUMBER IS NOT IN RED • POWER CERTIFICATE NO.NJ 129 • AEGIS SECURITY INSURANCE COMPANY POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS,THAT AEGIS SECURITY INSURANCE COMPANY does hereby make,constitute and appoint: PATRICK J.LYNCH,BRENDAN A.GETHINS,JR.,MICHELE CHARETTE,PATRICK J. LYNCH,JR. its true and lawful Attorney-in-Fact,to make,execute and deliver on its behalf surety bonds,undertaking and other instruments of similar nature as follows:$2.5 MILLION This Power of Attorney is granted and sealed under and by the authority of the following Resolution adopted by the Board of Directors of the Company on the 4th day of February 1993. "Resolved,That the President,any Vice President,the Secretary and any Assistant Secretary appointed for that purpose by the officer in charge of surety operations shall each have authority to appoint individuals as Attorney-in-Fact or under other appropriate titles with authority to execute on behalf of the Company,fidelity and surety bonds and other documents of similar character issued by the Company in the course of its business. On any instrument making or evidencing such an appointment,the signatures may be affixed by facsimile. On any instrument conferring such authority or on any bond or undertaking of the Company,the seal or facsimile thereof may by imposed or fixed or in any other manner reproduced;provided,however,that the seal shall not be necessary to the validity of any such instrument or undertaking." "Resolved,That the signature of each of the following officers;President,Vice President,any Assistant Vice President,any Secretary or Assistant Secretary and the seal of the Company may be affixed by facsimile to any Power of Attorney or to any Certificate relating thereto, appointing Resident Vice Presidents,Resident Assistant Secretaries or Attorneys-in-Fact for the purpose only of executing and attesting bonds and undertaking and other writings upon the Company and any such power required and certified by such facsimile signature and facsimile seal shall be valid and binding on the Company in the future with respect to any bond or undertaking to which it is attached." IN WITNESS WHEREOF,AEGIS SECURITY INSURANCE COMPANY has caused its official seal to be hereunto affixed,and these presents to be signed by its President this 5ih day of November,2014. AEGIS SECURITY INSURANCE COMPANY BV'. 4y\NSUgs ^'� tee. , • e'm DARLEEN J.FRITZ W 1977 President u'O vr+s D Commonwealth of Pennsylvania } } s.s.:Harrisburg 3y * County of Dauphin On this 5th day of November,2014,before me personally came Darleen J.Fritz to me known,who being by me duly sworn,did depose and say that she is President of AEGIS SECURITY INSURANCE COMPANY,the corporation described herein and which executed the above instrument;that she knows the seal of the said corporation,that the seal affixed to the said instrument is such corporate seal;that it was so affixed by order of the Board of Directors of said corporation and that she signed her name thereto by like order. GA Ift REBECCA LIDDICK * *_ Notary Public NAY P y. My Commission Expires July 25,2017 I,the undersigned,Secretary of AEGIS SECURITY INSURANCE COMPANY,a Pennsylvania corporation,DO HEREBY CERTIFY that the foregoing and attached Power of Attorney remains in full force and has not been revoked:and furthermore that the Resolution of the Board of Directors,set forth in the said Power of Attorney,is now in force. Signed and sealed at the City of Harrisburg,in the Commonwealth of Pennsylvania,dated this 30TH day of APRIL, 2015 ��e�` tk//�� 4y WSUg4 Ue a"roa°q'cT DEBORAH A.GOOD W 1977 C Secretary `%�rvssnvruvt 3yt FA • AEGIS SECURITY INSURANCE COMPANY STATUTORY STATEMENTS OF ADMITTED ASSETS, LIABILITIES AND CAPITAL AND SURPLUS DECEMBER 31, 2013 AND 2012 ADMITTED ASSETS 2013 2012 Bonds, at statement value $ 16,702,092 $ 18 250 907 Stocks: Preferred: At fair value 165,360 323,850 At cost 499,768 1,399,251 Common,fair value 13,405,134 15,103,043 Subsidiary,equity basis 14,924,245 14,061,736 28,994,507 30,887,880 Mortgage loans on real estate 366,447 1,418,571 Real estate,cost less accumulated depreciation: Occupied by Company 2,284,797 2,350.672 Held-for-sale 209,000 1,961,900 Cash and short-term investments 33,187,669 18,931,867 Other invested assets 2,072 454 1 880 980 67,114,874 57 431 870 Total cash and invested assets 83 816 966 75.682 777 Accrued investment income 233,990 261,911 Premiums in course of collection: Affiliate: American Sentinel Insurance Company 1,393,001 1,069,048 Mobile-Rec., Inc. 510,610 845,335 Other 7,554,973 6,006,571 Reinsurance recoverable on paid losses 1,485,991 1,875,741 Contract surety—funds administration 1,130,348 1,095,773 Federal income tax receivable 0 600,663 Prepaid Insurance Expense 54,120 Net admitted tax asset 1,679,200 1,687,958 14 042.234 13,443,000 $ 97 059 200 $_89 175 7 LIABILITIES AND CAPITAL AND SURPLUS 2013 2012 Losses $ 13,870,615 $ 14,868,146 Loss adjustment expenses 2,932,293 1,561,765 Reinsurance payable on paid loss and loss adjustment expenses. Affiliate,American Sentinel Insurance Company 935,564 599,438 Other Commissions payable 408,592 382,180 Accounts payable and accrued expenses 540,676 459,916 Accrued: Taxes, licenses and fees 394,999 427,955 • Federal income taxes 262,694 Unearned premiums 20,036,359 17,592,319 Advance premiums 240,207 207,091 Ceded reinsurance premiums payable 2,811,785 2,270,185 Amounts withheld for account of others 3,790,081 4,995,330 Payable to affiliate,American Sentinel Insurance Company 150,300 1,243,400 Total liabilities 46 374,165 44,607,725 Capital and surplus: Common stock, par value$1.40 per share;5,000,000 shares authorized; 3,000,000 shares issued and outstanding 4,200 000 4,200,000 Aggregate write-in,special surplus'funds Paid-in surplus 5,266,827 5,266,827 Unassigned surplus 42,018,208 35,051 225 Total capital and surplus 51 485 035 44 518 052 $ 97 859 200 $ilt9.12,5n • AccoRc•® CERTIFICATE OF LIABILITY INSURANCE DATEYYY" 04/01/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(es)must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PROOUCER CONTACT CONT: Aon Risk Services Central Inc. PPH(pHICOL E EMI. 866-283-7122 FAX No): 800-363-0105 N5600 West 83rd Street E-MAIL ADDRESS: 6200 Tower,Suite 1100 INSURER(S)AFFORDING COVERAGE NMCY Minneapolis,MN 55437 INSURER A'. Essex Insurance Company 39020 • INSURED INSURERB: Energy3 INSURER C: 1997 Annapolis Exchange Parkway Suite 300 INSURER D: Annapolis,MD 21401 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT.TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY 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. INSR ADOL BURR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER IMMNOIYYYYI IMWDOM'W1 LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE 1,000,000 DAMAGE TORENieD 100,000 _ CLAIMS-MADE X OCCUR PREMISES(Es occurrence) MED DIP(My one person) 5,000 X 3AA100706 04/01/2015 04/01/2016 PERSONAL&ADV INJURY Excluded GEM_AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE 2,000,000 POLICY TC9 LOC PRODUCTS-COMP/OP AGG Excluded JECT OTHER: ALRDMOB&ELNBILLTY CFOMBs BINUEDISINGLE LIMIT ANY AUTO BODILY INJURY(Per person) — ALLOWNED SCHEDULED S BODILY INJURY(Per accident) AUTOS NONAUTO-OWNED PROPERTY DAMAGE HIRED AUTOS AUTOS (Per accident) LENT UMBRELLA LIAB OCCUR EACH OCCURRENCE EXCESS LIAB CLAIMS-MADE BY i AGGREGATE DED RETENTIONS DAT WORKERS COMPENSATION / PER OTH- AND EMPLOYERS'LIABILITY YIN WAIVER W YES_ STATUTE ER PNYPROPRIETONPARTNEGE%ECUTIVE NIA E L.EACH ACCIDENT OFFICERMEMBEREKCLUDED? (Man W[py In NH) E.L.DISEASE-EA EMPLOYEE I yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT DESCRIPTION OF OPERATIONS)LOCATIONS/VEHICLES IACCRD 101,Additional Remarks Schedule,may be attached N mote space le upulnd) Certificate holder is hereby named as Additional Insured as respects to the General Liability policy. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Monroe County BOCC ACCORDANCE WITH THE POLICY PROVISIONS. 1100 Simonton Street Key West,FL 33040 AUTHORIZED— REPRESENTATIVERE (NT� eStse a//L@iG V/%9 e4asr a/OK ®1983-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD M.C.A.Inst.7500.2 February 2,2011 2005 Edition MONROE COUNTY,FLORIDA Request For Waiver of Insurance Requirements It is requested that the insurance requirements,as specified in the County's Schedule of Insurance Requirements,be waived or modified on the following contract. Contractor: Energy3, LLC Contract for: Interim Yard Waste Processing Services Address of Contractor: _1997 Annapolis Exchange Pkwy,Suite#300,Annapolis, MD,21401 Phone: _(410)972-4644 - Scope of Work: Interim hauling and disposal of yard waste—(30 months) ----Reason-for-Waiver: The Contractor is not offering"Professional Services"under this Contract—Not Applicable Policies Waiver will Professional Liability Insurance for the Interim Yard Waste Processing Services apply to: Agreement CEO of Contractor: r/"✓`l' /� 1J fb&'O QELUCJ t CEO proved//�� Not Approved Risk Management (�j 1/U,� Date — -I-ICJ County Administrator appeal: Approved: Not Approved: Date: Board of County Commissioners appeal: Approved: Not Approved: Meeting Date: _ 104 M.C.A.Inst.7500.2 February 2,2011 2005 Edition MONROE COUNTY,FLORIDA Request for Waiver Of Insurance Requirements It is requested that the insurance requirements,as specified in the County's Schedule of Insurance Requirements,be waived or modified on the following contract. Contractor: _Energy Three. I.LC Contract for: Monroe County Yard Waste Address of Contractor: _I997 Annapolis Exchange Ploy Suite 300 Annapolis, MD 21401 Phone: 240.508.0404 Scope of Work: Management&Supervision of Yard Waste contract at Transfer Stations& Processing Facility,project management to be performed by ------- ---- - E3 Partner CK Willett Reason for Waiver: _No Autos located at Monroe County transfer stations. _ "Energy3, LLC owns no vehicles and thus has no automobiles to insure." Policies Waiver Auto Liability will apply to: \ . �Signature of Contractor. prov Not Approved Risk Management U -� ' / Date_____ L1'' County Administrator appeal: I Approved: Not Approved: Date: Board of County Commissioners appeal: Approved: Not Approved: Meeting Date: 104 M.C.A.Inst.7500.2 February 2.2011 2005 Edition MONROE COUNTY,FLORIDA Request for Waiver Of Insurance Requirements It is requested that the insurance requirements,as specified in the Comity's Schedule of Insurance Requirements,be I waived or modified on the following contract. Contractor: _ Energy Three. I.I.0 Contract for: Monroe County Yard Waste Address of Contactor: _I997 Annapolis Exchange Pkwv Suite 300 Annapolis. MO 21401 Phone: 240.508.0494 Scope of Work: _Management& Supervision of Yard Waste contact at Transfer Stations& Processing Facility,project management to be performed by E3 Partner CK Willett Reason for Waiver: _No employees located at Monroe County transfer stations. "Energy3 LLC employees will not be performing the services.All work will be conducted by subcontractors Policies Waiver _Workers Compensation will apply to: Signature of Contractor: C .t -� Approve _ _._ Not Approved Risk Management I Date W 7-( 5 County Administrator appeal: Approved: Not Approved: Date: Board of County Commissioners appeal: Approved: _ Not Approved: Meeting Date: 104 Energy Three, LLC Subcontractors Monroe County Yard Waste Sites Subcontractor list for the Yard Trash Processing Facilities(YTPF) located at or adjacent to Monroe County's three transfer station sites located at the following addresses. • Key Largo Transfer Station: 11100 County Road 905 Key Largo, Florida WACS#79544 • Long Key Transfer Station: MM 68 Overseas Highway Layton, Florida WACS#81347 • Cudjoe Key Transfer Station: MM 21.5 Blimp Road Cudjoe Key, Florida WACS#79485 Subcontractor Performance On Site Stockpiling, Loading&Off Site Trucking: BROWNIE COMPANIES, LLC 175 Boyd Road Fort Pierce, Florida 34945 Jed Brownie (772) 260-4270 interstaterecyclinq angmail.com Off Site Receiving and Processing: RESIDUAL SOLUTIONS, INC. 123 19th Avenue South St. Petersburg, FL 33075 P.O. BOX 353 ST. PETERSBURG, FL 33731 Roger Peterson Phone: (727)-289-4849 Mobile: (727) 235-1788 rwp67(a)hotmail.corn "� CERTIFICATE OF LIABILITY INSURANCE 3/z%2oMYs THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the pollcy(les) must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER CONTACT Melody Potts McElrath & Parrish PHONE Fin. (803)936-1601 C.Nee.(9031936-1366 1179 Sunset Blvd. LILL aomuss;mpotteBmpepacialty.coin P 0 Box 4119 INSURERIS)AFFORDING COVERAGE NAICtl West Columbia SC 29171 INsuRERA:Illinois Union Insurance Co. 27960 INSURED INsuREasACE American Insurance Company 22667 Brownie Companies, LLC INSURER C: 175 Boyd Road INSURER C.: INSURER E: Fort Pierce FL 34945 INSURER F. COVERAGE CERTIFICATE NUMBER:5/13/14 BC EEG FL REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WTH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOVVN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TR TYPE OF INSURANCE LNSRR EL µy0 POLICY NUMBER (MER WD�WYYYYI IMINEDITCY YXP YYI LIMITS GENERAL LIABIUTY EACH OCCURRENCE S 1,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGETORENTED 50,000 DAMAGET RENTED S A CLAIMS.MADE nOCCUR X PNG G26795618 003 05/13/201405/13/2015 MED EXP(Any one pamnl S 5,000 X r, C, a U PERSONAL%ADV INJURY S. 1,000,000 X On-Hook Riggers Lien GENERAL AGGREGATE S 2,000,000 GENL AGGREGATIE LIMIT APPLIES PER: PRODUCTS.COMPIOP AUG S 1,000,000 POLICY I ,t IjF2f LOC Riggers Wladllly Proeed Up To SpoliCy Limits COMBINED SINGLE LIMIT ...,.,,_„e.�„_e,,.. 1€eemewt $ 1,0(10,000 B X ANY AUTO BODILY INJURY(Per person) S ALL OWNED SCHEDULED CAL N0N533271 003 05/13/2019 05/13/2015 BODILY INJURY(Per ewdmn AUTOS AUTOS HIRED AUTOS AUTOSU ED IPe acaidevIllTY GE Uninsured motorist combined $ 1,000,000 UMBRELLA GAR OCCUR EACH OCCURRENCE S EXCESS LIAB CLAIMS-MADE n AGGREGATE S CEO RETENTIONS S WORKERS COMPENSATION P V RISK NNGCWICNT µC STATU- 0TH- AND EMPLOYERS//ABOUT/ 'may I MIS I I FR ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N EL EACH ACCIDENT $ R/MEM ER EXCLUDED? n N/A Mandatory In NH) BY / E.L DISEASE-EA EMPLOYEES 'y RIPTION OF DATE _/ DESCRIPTION OF OPERATIONS below E.L.DISEASE POLICY LIMIT $ WAIVER WAb rBb— 0ESCRIPUON OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD MD1,Additional Remarks Schedule,N Moreepin Is rsqulred) Monroe County BOCC is named Additional Insured on General Liability Coverage as required per written contract. Building or structural raising, moving or underpinning, including incidental shoring, removal or rebuilding of walls, foundations or piers. Coverage includes explosion, collapse a underground coverage. Brownie Contracting Unlimited, Inc., Brownie Moving & Heavy Hauling, Inc., A Division of Brownie Companies, LLC. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED IN Monroe County BOCC ACCORDANCE WITH THE POLICY PROVISIONS. 1100 Simonton Street Key Meet, FL 33040 AO/HORSED REPRESENTATIVE David Mcelrath/SACXIR ACORD 25(2010/05) 01988-2010 ACORD CORPORATION. All rights reserved. INSO2FmMnnsoc The.a GrlRn norms anti Inn^are rani marks nF anon • Date CERTIFICATE OF LIABILITY INSURANCE I 3/25/2015 producer: Plymouth Insurance Agency This Certificate is issued as a matter of information only and confers no 2739 U.S. Highway 19 N. rights upon the Certificate Holder. This Certificate does not amend,extend Holiday, FL 34691 or alter the coverage afforded by the policies below. (727)938-5562 Insurers Affording Coverage NAIC# Insured: South East Personnel Leasing, Inc. &Subsidiaries Insurer A: Lion Insurance Company 11075 2739 U.S. Highway 19 N. Insurer B: Holiday, FL 34691 msdrerc Insurer D. Insurer E: Coverages The policies of insurance listed below have been issued to the insured named above for the policy period indicated Notwithstanding any requirement.term or condition of any contract or other document with respect to which Ihis certificate may be issued or may pertain the insurance afforded by the policies described herein is subject to all The terms.exclusions and conditions of such policies Aggregate Itmas shown may have been reduced by pad claims. INSR ADDL Policy Effective Policy Expiration Limits LTR INSRD Type of Insurance Policy Number Date Date (MM/DD/YY) (MM/DD/YY) GENERAL�^ LIABILITY Each Occurrence $ Claims General 1 Occur ' Damaga to rented premises(EA Claims Made Occur occurrence) $ Med Eep $ General aggregate limit applies per Personal Adv Injury $ General Aggregate $ 7 Policy ❑Project ❑ LOC Products-Comp'Op Agg $ AUTOMOBILE LIABILITY Combined Single Limit Any Auto VE B RI A AGEMENT (FAAcuident) $ — Ail Owned Autos BY A,... Bodily injury Scheduled Autos DAT s (Per Person, 8 - - ! Hired Autos ' Bodily Injury - -_ WAIVER W YE6__ (Per Awdenu $ Non-Owned Autos Property Damage (Per Awdenp $ EX- CESS/UMBRELLA LIABILITY Each Occurrence 1 Occur El ClaimsMade Aggregate Deductible A Workers Compensation and WC 71949 01/01/2015 01/01/2016 XI bC Limitu-s I IOTH Employers'Liability Any proprietor/partner/executive officer/member E L Each Accident Et ogo.DDo excluded? NO E L.Disease-Ea Employee $t apo,DDa If Yes,describe under special provisions below. EL.Disease-Policy Limits $10g0.0h0 Other Lion Insurance Company is A.M. Best Company rated A-(Excellent). AMA#12616 Descriptions of Operations/LocationsNehicles/Exclusions added by Endorsement/Special Provisions: Client ID: 91-67-888 Coverage only applies to active employee(s)of South East Personnel Leasing,Inc.&Subsidiaries that are leased to the following"Client Company': Brownie Companies LLC Coverage only applies to injuries incurred by South East Personnel teasing,Inc.&Subsidianes active employee(s,while working in: FL. Coverage does not apply to statutory employee(s)or independent contractor(s)of the Client Company or any other entity. A list of the active employee(s)leased to the Client Company can be obtained by faxing a request to(727)937-2138 or by calling(727)938-5562. Project Name: CUDJOE KEY TRANSFER STATION,MM 21.5 BUMP ROAD,CUDIOE KEY,FL WAIVER OF SUBROGATION APPLIES IN FAVOR OF MONROE COUNTY BOCC/ISSUE 03-25-15(TLD) Begin Date 6/25/2014 CERTIFICATE HOLDER CANCELLATION MONROE COUNTY BOCC Should any of above described policies be cancelled before the expiration date thereof.the issuing insurer will endeavor to mail 3D days written notice to the mrtricate holtler named to the left but failure to do so shell impose no obligation or liability of any kind upon the insurer,its agents or representatives. 1100 SIMONTON STREET KEY WEST, FL 33040 ///� Date CERTIFICATE OF LIABILITY INSURANCE I 3/25/2015 Producer: Plymouth Insurance Agency This Certificate is issued as a matter of information only and confers no 2739 U.S. Highway 19 N. rights upon the Certificate Holder. This Certificate does not amend,extend Holiday, FL 34691 or alter the coverage afforded by the policies below. (727)938-5562 Insurers Affording Coverage NAIC# Insured: South East Personnel Leasing, Inc. &Subsidiaries Insurer A. Lion Insurance company vms • 2739 U.S. Highway 19 N. InaNmre. Holiday, FL 34691 Insurer Insurer D. Insurer Coverages The policies of nsurance listed below have been issued ro the insured named above for the policy period indicated. Notwilhstanding any requirement.term or condition of any contractor other document with respect to which this certificate may be issued or may pertain the insurance afforded by the policies described herein is subject to all the terms.exclusions,and conditions of such polices. Aggregate limits shown may have been reduced by paid claims. INSR ADDL Policy Effective Policy Expiration Limits LTR INSRD Type of Insurance Policy Number Date Date (MM/DD/YY) (MM/DD/YY) GENERAL LIABILITY Each Occurrence Commercial General Liability ti Damage to rented premises(EA Claims Made Occur occurrence) S Med E.p $ General aggregate limit applies per: Personal Adv Injury % General Aggregate $ 7 Polity ❑Project ❑ LOC Products-Comp/Op Agg S AUTOMOBILE LIABILITY Combined Single Limit (EA Accident) s — Any Auto e. 9odilY lnlury At d Autos + : I �BYY(il6 AN tGEMENT ( (Per Person) $ Scheduled Autos BY I Hired Autos DATE Bodily mho Autos (Per Accident) S VIVER W Yet=_ Property Damage (Per Accident) S EX- CESS/UMBRELLA LIABILITY Each Occurrence occur ❑Claims Made Aggregate Deductible A Workers Compensation and WC 71949 01/01/2015 01/01/2016 XI WC Stale IOTH- Employers'Liability tow Limits ER Any proprietor/partner/executive officer/member EL.Each Accident Si 000.000 excluded? NO EL.Disease-Ea Employee Si app,00p II Yes,describe under special provisions below. E L.Disease-Policy Limits Si 0011.000 other Lion Insurance Company is A.M.Best Company rated A-(Excellent). AMB#12616 Descriptions of Operatians/LocationsNehicles/Exclusions added by Endorsement/Special Provisions: Client ID: 91-67-888 Coverage only applies to active employee(s)of South East Personnel Leasing,Inc.&Subsidiaries that are leased to the following"Client Company': Brownie Companies LLC Coverage only applies to injuries incurred by South East Personnel Leasing,Inc.&Subsidiaries active employee(s;,while working in: FL. Coverage does not apply to statutory employee(s)or independent contractor(s)of the Client Company or any other entity. A list of the active employee(s)leased to the Client Company can be obtained by faxing a request to(727)937-2138 or by calling(727)938-5562. Project Name: LONG KEY TRANSFER STATION,MM 68 OVERSEAS HWY,LAYrON,FL WAIVER OF SUBROGATION APPLIES IN FAVOR OF MONROE COUNTY BOCC/ISSUE 03-25-15(TLD) Begin Date 6/25/2014 CERTIFICATE HOLDER CANCELLATON MONROE COUNTY BOCC Should any of above described policies be cancelled before the expiration date thereof.the issuing endeavor to mail 30 days wnttennotice ose to the certificate holder named to the left but failure to co so man impose no obngahion or lability of any kind upon the insurer.its agents or representatives. 110D SIMONTON STREET KEY WEST, FL 33040 ./le S • Date CERTIFICATE OF LIABILITY INSURANCE I 3/2s/2als Producer: Plymouth Insurance Agency This Certificate is issued as a matter of information only and confers no 2739 U.S. Highway 19 N. rights upon the certificate Holder. This Certificate does not amend,extend Holday, FL 34691 or alter the coverage afforded by the policies below. (727) 938-5562 Insurers Affording Coverage NAIC# Insured: South East Personnel Leasing, Inc. B Subsidiaries Insurer A: Lion insurance company 11075 2739 U.S. Highway 19 N. Insurer B: Holiday, FL 34691 insurer C.. Insurer D. Insurer E: Coverages The policies of insurance listed below have been issued to insured named above for polity period indicated Notwithstanding any requirement.term or condition of any contract or other document worn respect to which this certificate may be issued or may perlain,the insurance afforded by the policies described herein is subject b all the terms exclusions.and conditions of such policies. Aggregate limits shown may have been reduced by paid claims. INSR ADDL Policy Effective Policy Expiration Limits LTR INSRD Type of Insurance Policy Number Date Date (MM/DD/YY) (MM/DD/(Y) GENERAL LIABILITY Each Occurrence $ Claimsal General Liability I, Damage to rented premises(EA Made ❑ Occur occurrence) $ Med Erp S General aggregate limit applies per: Personal My Injury $ General Aggregate $ D Policy ❑Protect ❑ LOC _ Products-Comp/Op Agg $ AUTOMOBILE LIABILITY combined Single Limit Any Auto (EA Accident) S All Owned Autos A P E Y AGEMENT Bodily Injury Scheduled Autos leer Person) $ )V N Hired Autos Bodily Injury — Non-Owned Autos ATE per Accident) $ — WAIVER N YEE_ Property Damage (Per Accident} $ EX- CESS/UMBRELLA LIABILITY Each Occurrence IOccur El ClaimsMade Aggregate Deductible A Workers Compensation and WC 71949 01/01/2015 01/01/2016 Xi WC Maly- I 0TH- Employers'Liability tory Limits ER Any proprietor/partner/executive officer/member E.L.Each Accident stow excluded? NO E.L.Disease-Ea Employee Stools am If Yes,describe under special provisions below. E.L.Disease-Policy Limits SLOW.WO Other Lion Insurance Company is A.M.Best Company rated A-(Excellent). AMB# 12616 Descriptions of Operations/LocationsNehicles/Exclusions added by Endorsement/Special Provisions: Client ID: 91-67-888 Coverage only applies to active employee(s)of South East Personnel Leasing,Inc.P.Subsidiaries that are leased to the following"Client Company': Brownie Companies LLC Coverage only applies to injuries incurred by South East Personnel Leasing,Inc.0 Subsidiaries active employee(s),while working in:FL. Coverage does not apply to statutory employee(s)or independent contractor(s)of the Client Company or any other entity. A list of the active employee(s)leased to the Client Company can be obtained by faxing a request to(727)937-2138 or by calling(727)938-5562. Project Name: KEY LARGO TRANSFER STATION 1100 COUNTY ROAD 905,KEY LARGO,FL WAIVER OF SUBROGATION APPLIES IN FAVOR OF MONROE COUNTY BOCC I ISSUE 03-25-15(TLD) Begin Date 6/25/2014 CERTIFICATE HOLDER CANCELLATION MONROE COUNTY BOCC Should any of the above described policies be cancelled before the expiration date thereof,the issuing rwin endeavor to mail 30 days written notice to the certificate holder named to the ten but failure to dinsurer m shall impose no obligation or liability of any kind upon the insurer.its agents or representatives. 1100 SIMONTON STREET KEY WEST, FL 33040 a"; Dale ..... ...... CERTIFICATE OF LIABILITY INSURANCE I 3/25/2015 producer; ymouth Insurance Agency This Certificate is issued as a matter of information only and confers no 2739 U.S. Highway 19 N. rights upon the Certificate Holder. This Certificate does not amend,extend Holiday, FL 34691 or alter the coverage afforded by the policies below. (727)938-5562 Insurers Affording coverage NAIC# Insured: South East Personnel Leasing, Inc. &Subsidiaries Insurer A: Lion Insurance Company lice: 2739 U.S. Highway 19 N. Insurer e. Holiday, FL 34691 Insurer°. Insurer D. Insurer E. Coverages The policies of insurance listed below have been issued to the insured named above for the policy period indicated. Noiwimslardin9 any requirement term or condition of any contract or other document with respecl m which this certificate may be issued or may pertain the insurance afforded by the policies described herein is subject to all the terms,exclusions and conditions of such policies Aggregate limns shorn may have been reduced by paid claims. INSR ADDL - Policy Effective Policy Expiration Limits LTR INSRD Type of Insurance Policy Number Date Date (MM/DD/YV) (MM/DD/VY) GENERAL LIABILITY Each Occurrence $ liommercial General Liability Claims Made ❑ Occur Damage to rented premises(EA occurrence) 6 Med Exp E General aggregate limit applies per: Personal Adv Injury • 5 General A $ 7 Policy El ProjectElLOC ggregate Products-Comp/Op Agg 5 AUTOMOBILE LIABILITY Combined Single Limit — Any Auto •-• if -b 6 ISK AGEMENT IEAAccmentl s Bodily Injury All Owned Autos BY i ' ' (Per Person) $ Scheduled Autos Hired Autos DATE Bodily Injury Non-Owned Autos WAIVER NA YEB__ leer Accident) s — Property Damage (Per Accident} $ EX-CESS/UMBRELLA LIABILITY Eew Occurrence 1 Occur CI Claims Made Aggregate Deductible A Workers Compensation and WC 71949 01/01/2015 01/01/2016 XI WC Statu- I OTH- Employers Liability tory Limits ER • Any proprietor/partner/executive officer/member • E.L.Each Accident $+➢0p0oo excluded, NO EL Disease-Ea Employee st oo,wo If Yes,describe under special provisions below. E.L.Disease-Policy Limits $1b00.boo Other Lion Insurance Company is A.M.Best Company rated A-(Excellent). AMB# 12616 Descriptions of Operations/LocationsNehicles/Exclusions added by Endorsement/Special Provisions: Client ID: 91-67-888 Coverage only applies to active employee(s)of South East Personnel Leasing,Inc.&Subsidiaries that are leased to the following"Client Company': Brownie Companies LLC Coverage only applies to injuries incurred by South East Personnel Leasing,Inc.&Subsidiaries active employee(s),while working in:FL. Coverage does not apply to statutory employee(s)or independent contractor(s)of the Client Company or any other entity. A list of the active employee(s)leased to the Client Company can be obtained by faxing a request to(727)937-2138 or by calling(727)938-5562. Project Name: CUDJOE KEY TRANSFER STATION,MM 21.5 BUMP ROAD,CUD]OE KEY,FL WAIVER OF SUBROGATION APPLIES IN FAVOR OF ENERGY 3 LLC/ISSUE 03-25-15(TLD) Beale paw 6/25/2014 CERTIFICATE HOLDER CANCELLATON ENERGY 3 LLC Should any of above described policies be cancelled before the expiration date thereof,the issuing insurer will endeavor to mail 30 days vrtwen notice m the certificate holder named to the let but failure to do so shall impose no obligation or liability or any kind upon the insurer its agents of representatives 1997 ANNAPOLIS EXCHANGE PKWY STE 300 / ANNAPOLIS, MD 21401 ///� • Date CERTIFICATE OF LIABILITY INSURANCE 3/25/2015 Producer: Plymouth Insurance Agency This Certificate is issued as a matter of information only and confers no 2739 U.S. Highway 19 N. rights upon the Certificate Holder. This Certificate does not amend,extend Holiday, FL 34691 or alter the coverage afforded by the policies below. (727)938-5562 Insurers Affording Coverage NAIC# Insured: South East Personnel Leasing, Inc. &Subsidiaries Insurer"I lion Insurance Company 11075 2739 U.S. Highway 19 N. Insurers. Holiday, FL 34691 Insurer D. Insurer D. Insurer E. Coverages The policies of insurance listed below have been issued to the insured named above for policy period indicated Nolimslanding any requirement,term or condition of any contract or other document with respect Io which this certificate may be issued or may pertain,the insurance avowed by the policies described herein is subject to all the terms,exclusions,and conditions of such policies Aggregate limits shawl may have been reduced by paid claims. INSR ADOL Policy Effective Policy Expiration Limits LTR INSRD Type of Insurance Policy Number Date Date (MM/DD/YY) (MM/DD/YY) GENERAL LIABILITY Each Occurrence $ Commercial General Liability y Claims Made El Occur Damage to rented premises(EA occurrence) $ Med Exp. $ General aggregate lmmit applies per: Personal Adv Injury $ D Policy El ProjectEl LOC General Aggregate f Products-Camp/Op Ag9 $ AUTOMOBILE LIABILITY combined Single Limit (EA Accident) S. Any Auto All Owned Autos RISK `lit EMENT Bodily Injury — Scheduled Autos DV r` e O'er Person) S Hired AutosBodily Injury Non-Owned Autos (Per Accident) 6 WAIVER _ Property Damage (Per Accident) $ EXCESS/UMBRELLA LIABILITY Each Occurrence Decor CI Claims Made Aggregate Deductible - A Workers Compensation and WC 71949 01/01/2015 01/01/2016 XI WC Statu- I 0TH- Employers'Liability tory Limits ER Any proprietor/partner/executive officer/member E.L.Each Accident stemma() excluded, NO E.L.Disease-Ea Employee $1000,000 If Yes.describe under special provisions below. E.L.Disease-Policy Limits S1000,000 Other Lion Insurance Company Is A.M.Best Company rated A-(Excellent). AMB# 12616 Descriptions of Operations/LocationsNehicles/Exclusions added by Endorsement/Speclal Provisions: Client ID: 91-67-888 Coverage only applies to active employee(s)of South East Personnel Leasing,Inc.&Subsidiaries that are leased to the following"Client Company": Brownie Companies LLC Coverage only applies to Injuries incurred by South East Personnel Leasing,Inc.&Subsidiaries active employee(s),while working In:FL. Coverage does not apply to statutory employee(s)or independent contractor(s)of the Client Company or any other entity. A list of the active employee(s)leased to the Client Company can be obtained by faxing a request to(72])937-2138 or by calling(727)938-5562. Project Name: LONG KEY TRANSFER STATION,MM 68 OVERSEAS HWY,LAYTON,FL WAIVER OF SUBROGATION APPLIES IN FAVOR OF ENERGY 3 LLC/ISSUE 03-25-15(TLD) seam cob 6/25/2014 CERTIFICATE HOLDER cANCELLATION ENERGY 3 LLC Should any of the above described polices be cancelled before the expiration date thereof.the issuing will endeavor to mail 30 days written notice to the certificate holder named to the left,Out failure to do so shall impose noobligation or liability of any kind upon the insurer,its agents or representatives 1997 ANNAPOLIS EXCHANGE PKWY STE 300 ANNAPOLIS. MD 21401 /I4 Date CERTIFICATE OF LIABILITY INSURANCE 3/25/2015 Producer: Plymouth Insurance Agency This Certificate Is issued as a matter of information only and confers no 2739 U.S. Highway 19 N. rights upon the Certificate Holder. This Certificate does not amend,extend Holiday, FL 34691 or alter the coverage afforded by the policies below. (727) 938-5562 Insurers Affording Coverage NAIC It Insured: South East Personnel Leasing, Inc. 8 Subsidiaries Insurer A: Lion Insurance Company 11075 2739 U.S. Highway 19 N. Insurer B. Holiday, FL 34691 lnsurero. Insurer D: Insurer E. Coverages The policies of insurance listed below have been issued to the insured named above for the policy period indicated Notwithstanding any requirement,term or condition of any contract or other document with respect to which this certificate may be issued or may pertain,the insurance afforded by the policies described herein is subject to all the terms,exclusions,and conditions of such policies Aggregate limits shorn may have been reduced by Paid claims. INSR AODL Policy Effective Policy Expiration Limits LW INSRD Type of Insurance Policy Number Date Date (MM/DD/YY) (MM/DD/YY) GENERAL LIABILITY Each Occurrence $ Commercial toMade Occur General Liability Claims Damage rented premises)EA occurrence) $ Med ExP $ Personal Ads Injury 5 General aggregate limit applies per: • - - General Aggregate $ 7 Policy ❑Protect ❑ LOC Products.ComplOp Agg $ AUTOMOBILE LIABILITY Combined Single Limn AnY Auto (EA Accident) $ An Owned Autos Bodily InjuryScheduled Alms AP ENT (Per Person) $ Mired Autos BY Oduv inlurr NomCvAed Autos (ParAmdenp 6 _, OA WAIVER N YEB, Prepedy Damage (Per Accident) $ EX-CESS/UMBRELLA LIABILITY Each Occurrence 1 Occur El Claims Made Aggregate Deduciible , A Workers Compensation and WC 71949 01/01/2015 01/01/2016 XI WO Limitu-ss I I OTH Employers'Liability tory Any proprietor/partner/executive officer/member EL Each Accident Si ODo,000 excluded? NO EL.Disease-Ea Employee 31 AD0,DD0 If Yes describe under special provisions below. EL Disease-Policy Limits Bt GWpoO Other Lion Insurance Company is A.M.Best Company rated A-(Excellent). AMB# 12616 Descriptions of Operations/LocationsNehicles/Exclusions added by Endorsement/Special Provisions: client ID: 91-67-888 Coverage only applies to active employee(s)of South East Personnel Leasing,Inc.8 Subsidiaries that are leased to the following"Client Company': Brownie Companies LLC Coverage only applies to Injuries Incurred by South East Personnel Leasing,Inc.&Subsidiaries active employee(s;,while working in:FL. Coverage does not apply to statutory employee(s)or independent contractor(s)of the Client Company or any other entity. A list of the active employee(s)leased to the Client Company can be obtained by faxing a request to(727)937-2138 or by calling(727)938-5562. Project Name: KEY LARGO TRANSFER STATION 1100 COUNTY ROAD 905,KEY LARGO,FL WAIVER OF SUBROGATION APPLIES IN FAVOR OF ENERGY 3 LLC/ISSUE 03-25-15(TLD) Begin Date 6/25(2014 CERTIFICATE HOLDER CANCELLATION ENERGY 3 LLC Should any of the above described policies be cancelled before the expiration date thereof,to issuing ins will endeavor to mail 30 days written notice to the cemn<ate holder named to the left,but failure to do so shall impose no omlgapon or lability of any kind upon the insurer,its agents or representatives 1997 ANNAPOLIS EXCHANGE PKWY STE 300 / ANNAPOLIS, MD 21401 /l/; M.C.A. Inst. 7500.2 February 2.2011 2005 Edition MONROE COUNTY, FLORIDA Request for Waiver Of Insurance Requirements It is requested that the insurance requirements, as specified in the County's Schedule of Insurance Requirements,be waived or modified on the following contract. Contractor: Brownie Corn pan ies, I.LC Contract for: _Monroe County Yard Waste Address of Contractor: _I75 Boyd Road Fort Pierce, FI,34945 Phone: 772.260,4270 Scope of Work: Removing Yard Waste from the Transfer Stations and Delivery to the Processing Facility_ Reason for Waiver: No Prolbssional Services rendered for this contract. Policies Waiver Professional Liability will apply to: - - ---�— Signature of Contractor: Approv Not Approved Risk Management Date County Administrator appeal: Approved: Not Approved: Date: Board of County Commissioners appeal: Approved: Not Approved: Meeting Date: 104 • OP ID: KN n`irn CERTIFICATE OF LIA DATE(M111001YYYY1 BILITY INSURANCE 03/13/16 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED,the polio hes) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER COX 941-748-1812 XMIE:rACr Ma fIPs,Gre9ory8Hayes Inc 941-746-1400 PHONE Eau_ -- FAX Noll Meinin Office 1812 Manatee Ave.W. HAIL 2 RESID- Bradenton,FL 34205-5927 AceD P R PRODUCE -- -- ' -'— Kerry L.Barnes CUSTOMER Ipt' _ ___ INSURER(S)AFFORDING COVERAGE NMCS INSURED Residual Solutions,Inc. aware A:American States _ _ 19704 _ 123 19th Ave S INSURER e: St Petersburg,FL 33706 INSURER C: INSURER O: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WT11 RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY 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. INSR TYPE OF INSURANCE ADDL.SUER POLICY EFF POUCY EAP LIMITS LTRINSR WVD POLICY NUMBER IMMDTIYYI N,IMMwYYYYI • GENERAL LIABILITY I EACH OCCURRENCE $ 1,000,000 A jL :COMMERCIAL GENERAL LIABILITY I X MCI66499830 09/18/14 09/18/15 OAMA4E IU REN I6D 1,000,000 PREMISES(Ea occurrence) E CLAIMS-MADE I X OCCUR MED EXP(Any one person) _ S 10,000 PERSONAL BADV INJURY S 1,0D0,000 • ' GENERAL AGGREGATE $ 2,000,000 GEN).AGGREGATE LIMIT APPLIES PER. PRODUCTS-COMP/OP AGG $ 2,000,000 j POLICY [,IFCT LOC • S AUTOMOBILE LIABILITY i COMBINED SINGLE LIMIT— 1 ANY AUTO (Ea IL dent) BODILY INJURY(Per ppadn) $ ALL OWNED AUTOS BODILY INJURY(Per ecGtlBM) $ SCHEDULED AUTOS —� PROPERTY DAMAGE HIRED AUTOS (Per evident) NON OWNED AUTOS S UMBRELLA LIPS OCCUR 1 EACH OCCURRENCE $ EXCESS LIAB CLAIMS.MADE BY IFS•_ AGGREGATE $ DATE DEDUCTIBLE �] a, — � S RETENTION $ WAIVER W YES,_ WORKERS SLTON WC STATU' OTX. AND EMPLOYERS'YERS'LIABILITY YIN • TORY LIMITS ER ANY PROPRIETOR R@%ECUTIVE EL EACH ACCIDENT $ OFEXCLUD FICERMEMBER EXCLUDED? NIA (Mandatary In Np EL_DISEASE-EA EMPLOYEE $ n yes RIPIPTION OM RTION Oer . DESCF OPERATIONS below • E L DISEASE POLICY LIMIT 5 - • DESCRIPTION OF OPERATIONS I LOCATIONS'VEHICLES'Attach ACORD 101,Additional Ramat Schedule,If mom apace is required) CERTIFICATE HOLDER IS ADDITIONAL INSURED WITH REGARDS TO GENERAL LAIBILITY CERTIFICATE HOLDER CANCELLATION MONROEC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED IN MONROE COUNTY ACCORDANCE WITH THE POLICY PROVISIONS. BOARD OF COUNTY COMMISIONERS 1100 SIMONTON ST AUTHORIZED REPRESENTATIVE KEY WEST,FL 33040 Y, Q. C. 2 ©1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25(2009/09) The ACORD name and logo are registered marks of ACORD M.C.A.Inst.7500.2 February 2,2011 2005 Edition MONROE COUNTY,FLORIDA Request for Waiver Of Insurance Requirements It is requested that the insurance requirements,as specified in the County's Schedule of Insurance Requirements, be waived or modified on the following contract. Contractor: Residual Solutions. Inc , • Contract for. Monroe County Yard Waste Address of Contractor: _123 I9th Ave South St Petersburg FC33705 Phone: 727 235 17gs Scope of Work_ Receiving Yard Waste at Processing Facility Reason for.Waiver: No Professional Services rendered for this contract. Policies Waiver Professional Liability will apply to: Signature of Contractor. 12....X132 rJ Presasln� POST Dbr•Y Approved Not Approved Risk Management Date County Administrator appeal: Approved: Not Approved: Date: Board of County Commissioners appeal: Approved. Not Approved: Meeting Date'. 104 • M.C.A. Inst 7500.2 February 2,2011 2005 Edition MONROE COUNTY, FLORIDA Request for Waiver Of Insurance Requirements It is requested that the insurance requirements, as specified in the County's Schedule of Insurance Requirements,be waived or modified on the following contract. Contractor. _Residual Solutions. Inc Contract for: Monroe Counts Yard Waste Address of Contractor: 123 1911'Ave South St Petersburg FL.33705 Phone: 727 235.1788 Scope of Work: Receiving Yard Waste at Processing Facility Reason for Waiver: No employees or vehicles located at Monroe County transfer stations. Policies Waiver Automobile Liability will apply to: Signature of Contractor: T�--- ((w,il� h o;fit 'An WIT Approvedr 1 1 Not Approved Risk Management Date LI— I IS County Administrator appeal: Approved: Not Approved: Date Board of County Commissioners appeal. Approved: Not Approved. Meeting Date: 104 MC.A. Inst. 7500.2 February 2,2011 2005 Edition • MONROE COUNTY,FLORIDA Request for Waiver Of Insurance Requirements It is requested that the insurance requirements,as specified in the County's Schedule of Insurance Requirements,be waived or modified on the following contract. Contractor: Residual Solutions. Inc Contract for Monroe County Yard Waste Address of Contractor: _123 19ah Ave South St Petersburg FL 33705 Phone: 727 235.1788 Scope of Work: Receiving Yard Waste at Processing Facility Reason for Waiver. _No employees located at Monroe County transfer stations. Policies Waiver Workers Compensation will apply to' ' Signature of Contractor. 7.�" � emw& W. ()mesa( ensinbrij Approved �� Not Approved Risk Management IJ p Date _ `� 1 County Administrator appeal: Approved: Not Approved: Date: Board of County Commissioners appeal: Approved: Not Approved: Meeting Date: 104