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Item C02 C2 BOARD OF COUNTY COMMISSIONERS COUNTY of MONROE �� i Mayor Holly Merrill Raschein,District 5 The Florida Keys Mayor Pro Tern James K.Scholl,District 3 Craig Cates,District 1 Michelle Lincoln,District 2 ' David Rice,District 4 Board of County Commissioners Meeting September 11, 2024 Agenda Item Number: C2 2023-2860 BULK ITEM: Yes DEPARTMENT: Solid Waste TIME APPROXIMATE: STAFF CONTACT: Cheryl Sullivan AGENDA ITEM WORDING: Approval to Enter into Extension and Amendment to the Amended and Restated Solid Waste Haul Out and Operation Agreement with Waste Management of Florida, Inc., for an additional 5-year period, for a term of October 1, 2024, through September 30, 2029, for solid waste haul out, disposal and operation services and authorization to exercise the exemption from competitive bidding provisions for haul out, disposal and operation services. ITEM BACKGROUND: The County entered into the Amended and Restated Haul-Out, Transfer Stations, Operations and Maintenance Agreement(Agreement) on May 21, 2014, which was amended March 18, 2015, May 20, 2015, April 20, 2022 and July 20, 2022. The Agreement provides for an extension for an additional five year period. WM has agreed to extend the Agreement for an additional 5 year period with an adjustment to the operation and disposal fee, an revision to the Consumer Price Index (CPI) adjustments, and WM will no longer provide a discounted disposal rate for the Village of Islamorada's Waste delivered to the County's transfer station. The County pursuant to Monroe County Code § 2-347(e)(5)previously exercised its option to waive competitive bidding for this Agreement and hereby continues to waive competitive bidding in accordance with Monroe County Code §2-347(e)(5). PREVIOUS RELEVANT BOCC ACTION: The BOCC has approved the prior haul out and operations contracts with Waste Management. The BOCC approved the most recent Amended and Restated Haul-out, Transfer Stations, Operations and Maintenance Agreement on May 21, 2014. The Board approved Amendments to the Agreement dated March 18, 2015, May 20, 2015, April 20, 2022, and July 20, 2022. INSURANCE REQUIRED: Yes CONTRACT/AGREEMENT CHANGES: See attached extension and amendments. STAFF RECOMMENDATION: Approval DOCUMENTATION: 2014 HAUL OUT AGREEMENT WM SW Haul Out 10 012014 to 09 30 2024.pdf MONROE HAUL OUT MSW AND OPERATIONS SIGNED 8-22-2024 COUNTY EXTEN AMEND 5 TO AMEN RESTATED HAUL OUT TS OP S 2024 (002).pdf WM 8-22-2024 Signed Affidavit for NONCOERCIVE 2024 Contract.pdf WM 8-22-2024 VENDOR CERTI SCRUTINIZED COMPANIES.pdf 2024 08 COI WM signed exp 1 12025 signed.pdf FINANCIAL IMPACT: Effective Date: 10/1/24 Expiration Date: 9/30/29 Total Dollar Value of Contract: Based upon disposal rates as set forth in the contract Total Cost to County: Current Year Portion: Budgeted: Yes Source of Funds: Solid Waste Enterprise Fund CPI: Yes Indirect Costs: N/A Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: No If yes, amount: Grant: N/A County Match: N/A Insurance Required: Yes, COIs will be provided after approval. Additional Details: BOARD OF COUNTY COMMISSIONERS County of � onroe Mayor Sylvia J.Murphy,District 5 ��1 Mayor Pro Tern Danny L.Kolhage,District 1 The Florida Keys George Neugent,District 2 Heather Carruthers,District 3 David Rice,District 4 Robert B.Shil finger,County Attorney" Office of the County Attorney Pedro J.Mercado,Assistant County Attorney** 1111 12`s Street,Suite 408 Susan M.Grimsley,Assistant County Attorney** Key West,FL 33040 Natileene W.Cassel,Assistant County Attorney** (305)292-3470—Phone Cynthia L.Hall,Assistant County Attorney** (305)292-3516—Fax Christine Limbert-Barrows,Assistant County Attorney** Derek V.Howard,Assistant County Attorney** Lisa Granger,Assistant County Attorney Steven T.Williams,Assistant County Attorney **Board Certified in City,County&Local Govt.Law MEMORANDUM TO: Vitia Fernandez, Deputy Clerk/Executive Assi t FROM: Kathy M. Peters, County Attorney's Office RE: AGENDA ITEM N-8: BOCC 5/21/14: AMENDED AND RESTATED MONROE COUNTY HAUL OUT, TRANSFER STATION OPERATIONS AND MAINTENANCE AGREEMENT- WASTE MANAGEMENT,INC. OF FLORIDA DATE: June 4, 2014 Attached please find two (2) originally executed and marked duplicate originals (one marked "Clerk's Original" and one marked "Waste Management Duplicate Original") of the Amended and Restated Haul Out, Transfer Station Operations and Maintenance Agreement between the Board of County Commissioners of Monroe County and Waste Management, Inc. of Florida that correlates with the above-referenced agenda item approved by the Monroe County Board of County Commissioners on 5/21/14. Also enclosed is one (1) executed original "Performance Bond" and one (1) copy of the Certificate of Insurance on file with Monroe County's Risk Management Office for recording in official BOCC records with the fully executed contract. Note: Please return the duplicate original marked "Waste Management Duplicate Original" to my attention @ Stop#7 for forwarding to Waste Management, Inc. for their records. N. COUNTY ADMINISTRATOR- CONTINUED 8. Approval to waive competitive bidding procedures and enter into an Amended and Restated Haul Out, Operation and Maintenance Agreement with Waste Management Inc. of Florida for haul out, transfer stations operations and maintenance services in an amount estimated at $75 million over a ten year period. KMP/ Enclosures u u l� r • AMENDED and RESTATED MONROE COUNTY H A U L O U T, TRANSFER STATIONS OPERATIONS AND MAINTENANCE AGREEMENT BETWEEN MONROE COUNTY,FLORIDA AND WASTE MANAGEMENT INC. OF FLORIDA Dated as of l 2014 1 Page HAUL OUT,OPERATIONS AND MAINTENANCE AGREEMENT TABLE OF CONTENTS ARTICLE I 1.01 Certain Definitions ARTICLE H Operation of Facility; Deliveryand Processing of Acceptable Waste 2.01 Commitment to Receive and Process Acceptable Waste 2.02 Operation ofFacility 2.03 Operation Coordinators 2.04 Facility Services,Maintenance,Etc. 2.05 County Visitationsand Inspectionofthe Facility;Recordkeeping and Reporting;Testing 2.06 Acceptable Waste Services 2.07 Deliveries ofUnacceptable,Biological,Hazardous,and Atomic Waste 2.08 Receiving and Operating Hours 2.09 Weighing Facilities and Recordkeeping 2.10 Storage 2.11 Special Waste Management 2.12 Equipment Parking ARTICLE III Compensation on Performance,Agreement Amount,CPI's, Performance Guarantees& Penalties 3.01 Operations and Disposal Fee 3.02 Agreement Amount 3.03 Consumer Price Index Increases 3.04 Disposal Fee for Islamorada Solid Waste 3.05 Maintenance 3.06 Fixed Capital Cost Component Fee 3.07 Billing Statement 3.08 Royalty Payments 3.09 Performance Guarantees 3.10 County Non-Performance 3.11 No Liability for Uncontro l l able Circumstances 3.12 Extraordinary Rate Adjustment ARTICLE IV Further Agreements 4.01 Licenses,Approvals and Permits 4.02 Insurance During Operations 4.03 Equal Employment Opportunity and Non Discrimination 4.04 ChangeinLaw 4.05 Incinerator Ash 2 Page ARTICLE V Default and Termination 5.01 Remedies forBreach 5.02 Events ofDefault by Operator 5.03 Events ofDefault by the County 5.04 Termination of Agreement by the County 5.05 Termination ofAgreement by the Operator 5.06 NoLiability for UncontrollableCircumstances 5.07 Manner ofTermination Payment ARTICLE VI Miscellaneous 6.01 Term 6.02 Assignment 6.03 Dispute Resolution 6.04 Indemnities and Releases 6.05 Further Assurances 6.06 Warranties,Machinery,Equipment and Materials 6.07 Industrial Property Rights 6.08 Representations 6.09 Relationship of the Parties 6.10 Documents Pertaining to the Facility 6.11 Notices 6.12 Waivers 6.13 Modifications 6.14 Headings 6.15 Governing Law 6.16 Venue 6.17 Counterparts 6.18 Severability 6.19 Unless Stated Otherwise 6.20 Performance Bond 6.21 Public Entity Crimes Form 6.22 Maintenance of Records 6.23 Code of Ethics 6.24 No Solicitation/Payment 6.25 Public Access 6.26 Non-waiver of Immunity 6.27 Privileges and Immunities 6.28 Legal Obligations and Responsibilities 6.29 Non-reliance by Non parties 6.30 Attestations 3 Page 6.31 Covenant of No Interest 6.32 Cooperation 6.33 Binding Effect 6.34 Existing or Prior Agreements 6.35 Schedules 6.36 Miscellaneous Schedule A Special Waste Schedule B Operations and Disposal Fee Adjustment Schedule C Sworn Statement on Ethics Schedule D Drug Free Workplace Schedule E Public Entity Crime Statement Schedule F Non Collusion Affidavit Form Schedule G Lease Areas Reserved for the Operator 4 Page r MONROE COUNTY HAUL OUT,TRANSFER STATIONS OPERATIONS AND MAINTENANCE AGREEMENT BETWEEN MONROE COUNTY AND WASTE MANAGEMENT, INC. OF FLORIDA THIS Amended and Restated Monroe County Haul Out, Transfer Stations Operations and Maintenance Agreement dated as of May 21, 2014 between Waste Management Inc. of Florida (the "Operator"), a corporation organized and existing under the laws of the State of Florida with offices at 2700 Wiles Road, Pompano Beach, Florida 33073, and Monroe County (the "County") a political subdivision organized and existing under the laws of the State of Florida, with offices at 1100 Simonton Street, Suite 2-205,Key West, Florida 33040. RECITALS WHEREAS, the County is empowered to provide for and assume full control and responsibility for the solid waste disposal system in Monroe County; and WHEREAS, The County and Operator previously entered into an Operations and Maintenance Agreement, Standby Disposal Agreement and Lease Agreement for the operation, possession and maintenance of the Facility (as defined herein) and proper disposal of acceptable waste delivered to the Facility;and WHEREAS,the County,in seeking long-term, cost effective solutions to its solid waste disposal problem and desires to terminate the Operations and Maintenance Agreement and enter into an Amended and Restated Monroe County Haul Out, Transfer Stations Operations and Maintenance Agreement which will provide for new terms and conditions of service by Operator; and WHEREAS, Operator has agreed to enter into a new Amended and Restated Monroe County Haul Out, Transfer Stations Operations and Maintenance Agreement on the terms described herein; and WHEREAS, such terms and conditions are more cost effective to the County due to immediate forgiveness of the capital debt, waivers of certain annual CPI increases, discounted fee for disposal of Islamorada's solid waste, and certain other terms contained herein; and WHEREAS, levels of service provided by the Operator are maintained; and WHEREAS, as a sustainability initiative the Operator agrees to make a good faith effort to replace its fleet as it ages with vehicles powered by Compressed Natural Gas. NOW THEREFORE, in consideration of the premises and of the mutual obligations undertaken herein, the parties hereby agree as follows: ARTICLE I CERTAIN DEFINITIONS As used in thisAgreement,the following terms shall have the meanings set forth below: 4 1 P a g e "Acceptable Waste"or "Waste" means that portion of Solid Waste generated in Monroe County that is neither Unacceptable Waste, Hazardous Wastenor Biological Waste nor Atomic Waste as thoseterms are defined herein. "Acceptance" means that a Facility has satisfied the Full Acceptance Standard and if such standard cannot be met, that the Operator and the County have mutually agreed that the Facility is to be accepted in accordance with the terms and conditions mutually agreed upon. "Agreement" means this Amended and Restated Monroe County Haul Out, Transfer Stations Operations and Maintenance Agreement between the Operator and the County, including the Schedules and any written amendments to either. "Annual Report" means the annual report relating to the inspection and recertification of the Facility, set forth in Section 2.05(c). "Annual Throughput" means actual Tons of Acceptable Waste accepted at the Facilities in a Fiscal Year. "Atomic Waste" means special nuclear material, by-product materials or other material, the acquisition, handling, use, transportation or disposal of which is specifically regulated under Atomic Energy Act of 1954, as amended, 42 U.S.C. Section**2011,etc. seg. "Billing Period" means each calendar month in each Fiscal Year, except that the first Billing Period shall begin on October 1, 2014. "Biological waste"means Solid waste that causes or has the capability of causing disease or infection and which includes biomedical waste, diseased or dead animals, and other wastes capable of transmitting pathogens to humans or animals." "Business Day" means each Monday, Tuesday, Wednesday, Thursday, Friday and Saturday which is not a legal Holiday. "Calendar Year" means the period of time beginning on January 1 and ending on December 31. "Change in Law" means (a) the enactment, adoption, promulgation, modification, or effectiveness of any federal, state, county, or local law, ordinance, code, or regulation within or following the ten (10) day period preceding the contract date which materially affects the performance of the Contract. Change in Law also means (b) the imposition of any new material condition on the issuance or renewal of any official permit or license. To qualify as a Change in Law, the law, ordinance, code, rule, or regulation under (a)above, or the permit or license condition under (b)above, must materially affect operating of a Facility or the Disposal Site and be more burdensome than the most stringent r e quirements (1)in effect on the Contract date, withrespectto aFacility the Disposal Site and associated operations, (2)agreed to in any applications for official permits, licenses or approvals pending as of the Contract date, or (3) contained in any official permits, licenses, or approvals with respect to a Facility or the Disposal Site obtained as of the Contract date. Provided, however, compliance with a permit or license obtained or applied for as of the Contract date which requires compliance with future laws, ordinances, codes, rules, or 5 1 P a g e regulations shall not be deemed a Change in Law. Change in Law also means (c)a change in any fee or tax, other than taxes levied on wages, salaries, or the Operator's income, imposed by a governmental taxing authority, which has material adverse financial effect on the design, construction, start-up, performance testing, or operation of the Facility or the Disposal Site. "Consulting Engineer-- means the consulting engineer(s) engaged from time to time by MonroeCounty for the purpose of assisting Monroe County in solid waste matters. --Contract Date" means the date of this Agreement. "Construction Contract" means the Design and Construction Agreement previously entered into between Waste Management, Inc.of Florida and the County as of August 1, 1990. "County" means MonroeCounty, Florida. "County Board" means the governing Board of the County. "Daily Weight Records" means those records which are maintained on a daily basis relating to theCounty scales located at theentrance to the Facility Site. "Disposal Site"meansapermitted disposal facility,whichis not located in Monroe County,and which has been selected by the Operator for disposal of Solid Waste generated within Monroe County. "Facility" or "Facilities" means, but shall not be limited to, all building, equipment, installations and the like required for: Waste receiving, storage, handling and Processing and ancillary activities such as providing amenities for employees and visitors at the Cudjoe Key, Long Key and Key Largo Transfer Stations. "Facility Site" (Sites) means the real property located in Monroe County upon which the Facilities are located. "Fiscal Year" means theperiod of time beginning on October 1 and ending on September 30 of the subsequent year. "Hazardous Waste" means any solid waste defined under the Resource Conservation and Recovery Act, ("RCRA")42 U.S.C. Sec. 6901 et seq.,Chapter403, Florida Statutes, or Chapter 27 of the Broward County Code of Regulations as hazardous waste. "Household Waste"and waste generated by "conditionally exempt small quantity generators" as those terms are used and defined under RCRA and Chapter 62-730, Florida Administrative Code, shall not be considered Hazardous Waste for purposes of this Agreement for so long as such waste may lawfully be disposed of in a sanitary landfill. Changes in the federal, state or local definitions of hazardous waste shall be binding on the parties as of the effective date of such determination. "Legal Holidays" means holidays, observed by the County as changed from time to time. "Lease" means the agreement between the County and Operator pursuant to which the Operator occupies the Facility Sites. "Operating Plan" means an operating plan approved by the parties.The Operating Plan shall include, but not be limited to: a schedule for basic operation and maintenance activities including 6 1 P a g e major repair and replacement of equipment; a procedure for scheduling deliveries of Acceptable Waste; a description of safety procedures; a description of plans for accommodating visitors; and an organizational chart with job descriptions and staffmg plans. The County shall, within fifteen (15) Business Days following receipt of such plans, either (i) approve the Operating Plan or (ii) submit a written list of comments to be incorporated by the Contractor upon the mutual agreement of the parties. "Operation and Disposal Fee" means the fee set forth in Section 3.01. "Operation Coordinator" means those persons designated by the County and by the Operator as set forth in Section 2.03. "Operator" means Waste Management Inc. of Florida, a Florida Corporation. "Performance Guarantees" means the guarantees at which the Operator will be required to operate the Facility as set forth in Section3.05. "Person" includes any individual,corporation,partnership,joint venture, association, joint- stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof. "Index" means the Miami/Ft. Lauderdale All Urban Consumers All Items Price Index for all urban consumers("CPIU") as specifiedin Section 3.01 herein and in Schedule B. "Process","Processed"or"Processing"means the unloading, compacting, loading, transporting, and disposal of Acceptable Waste, excluding horticultural waste. Process of horticultural waste shall mean the unloading,chipping or other means utilized to convert horticultural waste into a mulch product This definition is subject to the Franchisor's solicitation for yard waste processing that is currently underway. "Processed Waste" means Waste which has been processed. "Receiving Time"means the period during which waste may be delivered to the Facility. "Recyclables" or "Recyclable Material" means those materials which are capable of being recycled and which would otherwise be processed or disposed of as solid waste. "Scales" means those weighing facilities maintained by the County located at the entrance to the Facility Site. "Solid Waste" means all materials or substances that, as of the Contract Date are generally discarded or rejected as being spent, useless or worthless to the owners at the time of such discard or rejection, including but not limited to garbage, yard trash, refuse, industrial and commercial waste, rubbish, ashes and incinerator residue which are acceptable for disposal in an ash monofill as permitted by FloridaDEP regulations,and demolition and construction debris. Any testing of ash or incinerator residue for compliance with DEP regulations shall be at the expense of the Operator. "Special Waste" means those materials requiring special handling or which are prohibited from being disposed at the Disposal Site. Special waste shall be defined as these items listed in ScheduleG in the Design and Construction Contract. "Ton" means 2,000 pounds weight. 7 1 P a g e "Unacceptable Waste" means incinerator ash, except as provided herein at Section 4.05 sewage, sewage sludge, or its derivatives, and sludges, human and animal carcasses,motor vehicles, trailers, marine vessels, white goods, tires or any other material which may present a substantial endangerment to health or to safety or having a reasonablepossibility ofadversely affecting the start-up,operation, or testing of the Facilityor are prohibited by law, such other types of Solid Waste as listed on Schedule A, and wastes the parties mutually agree from time to time are unacceptable. "Uncontrollable Circumstance" means any act, event or condition that has had, or may reasonably be expected to have, a material adverse effect on the rights or the obligations of a party under this Agreement, or its subcontractors and suppliers or a material adverse effect on the Facility or the Disposal Site or operation of the Facility or the Disposal Site, if such act, event or condition is beyond the reasonable control of the party relying thereon as justification for not performing an obligation or complying with any requirement of such party under this Agreement. Such acts, events or conditions shall include,but shall not be limited to, the following: (a) An act of God, landslide, lightening, earthquake, fire, explosion,flood,hurricanes,war, blockade, insurrection,riot or civil disturbance. (b) the order and/or judgment of any federal, state or local court,provided that such order or judgment shall not be the result of the willful or negligent action or inaction of the party relying thereon and that neither the contesting in good faith of any such order or judgment nor the failure to so contest shall constitute or be construed as a willful or negligent action or inaction of such party. (c) the suspension, termination, interruption, denial or failure of or delay in renewal or issuance of any permit, license, consent, authorization or approval essential to the design, construction, start-up, acceptance testing or operation or maintenance of the Facility or the Disposal Site except any permit, license,consent orauthorization for the Operator's proprietary technology required for the Facility of the Disposal Site, provided that such act or event shall not be the result of the willful or negligent action or inaction of the party relying thereon and that neither the contesting in good faith of any such order nor the reasonable failure to so contest shall be construed as a willful or negligent action or inaction of such party; (d) the failure of any subcontractor or supplier to furnish labor, services, materials or equipment in accordance with its contractual obligations, provided such failure is itself due to an Uncontrollable Circumstance and the Operator cannot obtain substitute performance at an equivalent or lower price within an equivalent or shorter period of time; (e) a partial or entire delay or failure in the provision of necessary utilities or services to the Facility; (f) with respect to the Operator, any material failure of the County, its representatives or other parties retained by the County, including vendors and c ontractors of any tier (except the Operator), to provide information, services, or any of the other items to be furnished by the County, in a timely manner and as required by this Agreement, ormaterial errors, omissions, changes or defects in such items. "Waste" means Acceptable Waste. 8 1 P a g e ARTICLE II OPERATION OF FACILITY; DELIVERY AND PROCESSING OF ACCEPTABLE WASTE 2.01 Commitment to Receive and Process Acceptable Waste. (a) On October 1, 1993, the Operator commenced operations under the prior Agreement between the parties. The Operator shall continue to receive and process Acceptable Waste delivered to the Facility Site by or on behalf of the County. Horticultural waste shall be processed and delivered to mutually acceptable locations within Monroe County in accordance with mutually acceptable delivery procedures. Monroe County shall accept all processed horticultural waste. In the event Monroe County is unable to accept the horticultural waste and there is insufficient storage space at the Facility, Operator may transport the horticultural waste out of county on terms agreed to with the County. This task shall be subject to the outcome of the County's solicitation for yard waste processing that is currently underway, and may be amended accordingly. The parties agree to negotiate any modifications to this Article in good faith. (b) The Operator shall receive Acceptable Waste delivered to the Facility during the Receiving Time and at such other times as may be established pursuant to Section 2.08 hereof. 2.02 Operation of Facility. The Operator shall operate and maintain the Facility consistent with the Operating Plan and with all applicable federal, state and local laws, regulations,ordinances and permits, rules,and proper operating practice and in such manner as to ensure that the Facilities are able to receive and Process Acceptable Waste in accordance with this Agreement. Operator shall have the right to occupy and possess the facility during the term of this Agreement. 2.03 Operation Coordinators. (a) The County shall designate an Operation Coordinator with respect to matterswhich may arise during the performance of this Agreement and such person shall have authority to transmit instructions, receive information, confer with the Operator's Operation Coordinator and make all day to day operational decisions as may be directed by the Board of County Commissioners. With respect to purchasing new equipment,theOperation Coordinator shallact in accordance with Monroe County Purchasing Policies and Procedures. (b) The Operator shall designate in writing a person to act as the Operator's Operation Coordinatorwith respect to matters which may arise during the performance of this Agreement, and such person shall have authority pursuant to such written designation to transmit instructions, receive information, confer with the County's Operation Coordinator and make all day to day operational decisions. The Operator's operation coordinator shall be qualified and possess any applicable certification or licenses required under Florida Law, to operate the Facility. 2.04 Facility Services,Maintenance,Etc. (a) Safety of Persons and Property. At all times the Operator in conjunction with the County shall establish and maintain safety procedures for the Facility in a manner consistent with applicable law and good safety practice. 9 1 P a g e (b) Facility Repair and Maintenance. The County agrees to continue leasing the Facility to the Operator during the term of this extension agreement. The Operator shall be responsible for all Facility repair and maintenance and any necessary Facility upgrades that may be needed for the Operator to perform its duties and obligations under this Amended and Restated Agreement. The responsibility for repair and maintenance means that the Operator, at its expense, must: (i)keep the Facility in good repair and maintenance and keep on hand an adequate supply of any and all spare and replacement parts to assure that the Facility will be operated in accordance with this Amended and Restated Monroe County Haul Out, Transfer Stations Operations and Maintenance Agreement ; (ii) promptly repair any serious damage to the Facility without regard to cause; and (iii) perform the County's reasonable requests regarding special housekeeping efforts in and around the Facilities and Facilities' sites. At all times the Operator must: (i)operate the Facility in compliance with all applicable federal, state and local laws, rules, regulations, and permits; (ii) promptly notify the County if the Facility should be seriously damaged, without regard to cause. (c) Equipment,Purchase, Repair and Maintenance. The Operator, at its expense, is responsible for the purchase or lease and maintenance of any and all equipment necessary for the Operator to perform the services required by this Amended and Restated Monroe County Haul Out, Transfer Stations Operations and Maintenance Agreement. (d) The County shall receive prompt notice of any permit violations or the receipt, by the Operator, of any warning notice or notice of violation from any regulatory agency which relates to the Facilities or the Disposal Sites. Copies of reports required by any regulatory agency shall be furnished to the County. 2.05 County Visitation and Inspection of the Facility; Record Keeping and Reporting; Testing. (a) At any time during the term of this Agreement the County, its agents and its representatives shall have the right to inspect, visit and to take visitors through the Facility in order to inspect, observe and to permit others to observe the various services which the Operator performs, provided that such inspections and visitations shall not interfere with the performance of the Operator's obligations under this Agreement and are in compliance with Section 2.05(d). At any time during the term of this Agreement the County shall have the right to allow other vendor(s) to process the horticultural waste on behalf of the County, either at the transfer stations located at Cudjoe, Long Key and Key Largo, or at separate locations, as directed by the County. The Operator shall permit such services, provided that such services are not within the Leased Area of the premises as outlined Schedule G attached, and shall not interfere with the Operator's operation of the transfer stations as required under this Agreement. Such other vendors shall 101Page obtain their own permits, insurance and bonds, and meet any other applicable requirements, and shall not rely on or use those provided by the Operator for the Operator's use. (b) (1) The Operator shall establish and maintain an informationsystem to provide storage and ready retrieval of Facility operating data. (2) The Operator shall prepare and maintain proper, accurate, and complete books and records and accounts of all transactions related to the Facility. (3) The Operator shall provide the County with data concerning the number of tons of Acceptable Waste that is processed and landfilled, so that the County may utilize this data to prepare reports on the diversion of waste for the Florida Department of Environmental Protection. (c) (1) A quarterly and annual inspection program shall be conducted at each facility. This program shall consist of a walk-around inspection and review of all Facility operating records with the object of verifying that the Facility is in good repair. The annual inspection shall take place within 30 days of the end of each Fiscal Year. (2) The Operator shall, in coordination with the County or its designated representative, prepare the Annual Report, that will incorporate a summary of all contractually required records and data for the previous Fiscal Year, as well as a summary of the past year's operations. The County shall pay all costs associated with the services of any consultant utilized by the County and the Operator shall pay all other costs of the Annual Report. The Annual Report shall be submitted to the County by the Operator by March 1 s` of each year. The County shall pay all costs associated with the services of any consultantutilized by the County and the Operator shall pay all other costs of the Annual Report. (3) The County shall provide the Operator with copies of any reports prepared by or on behalf of the County. (d) In connection with all inspections or visitations, the Countyshall, on behalf of itself, its agents and representatives, comply and cause its agents and representatives to comply, with all reasonable rules and regulations of the Operator, including a requirement that each person, County agent, or representative inspecting or visiting the Facility hold Operatorharmless in the event of injury to such person,or his or her property unless due to negligence of Operator and not to disclose or use any confidential information of the Operator other than for the purpose for which it was furnished,unless disclosure is required by applicable law. 2.06 Acceptable Waste Services (a) Recyclable materials separately collected by or on behalf of the County shall not be subject to delivery to the Facilities. The County hereby guarantees to the Operator that it shall cause Acceptable Waste to be delivered to the Facility during the Receiving Time. 111Page (b) Composition of Acceptable Waste. The County shall not be required to guarantee the composition of any given shipment of Acceptable Waste,but horticultural waste which is to be processed by Operator at County's request shall be segregated by the delivering transporter. The Operator shall make all reasonable efforts to separate white goods and tires from deliveries received on the tipping floor and insure that the weight of these materials is recorded and subtracted from the total tonnage used for billing purposes. The County shall insure that sufficient area is made available at each Facility for the mulch processing activities of Operator or other vendors according to the Lease Area. Such work space shall not interfere within the boundaries of the lease area as outlined in Schedule G unless expressly approved by the Operator in writing. The Operator in conjunction with the County shall designate the area at each terminal necessary for such activity. The area shall include suitable storage capabilities. (c) Title to any waste removed from the Facilities by the Operator shall immediately, upon such removal,rest with the Operator unless it is horticultural waste being transported to another location at the request of the County. 2.07 Deliveries of Unacceptable, Biological, Hazardous, and Atomic Waste. (a) The County shall use its best efforts to cause only Acceptable Waste to be delivered to the Facility. InadvertentdeliveriesofUnacceptable Waste totheFacility are to be expected and shall not constitute a breach of the County's obligations hereunder. The Operator shall be responsible for removing and transporting all Unacceptable Waste to the County's site adjacent to the Facility. In the event the Operator is requested by the County to Transport and dispose of Unacceptable Waste at the Disposal Site, the Operator shall be reimbursed by the County for such Disposal subject to verifiable Cost Substantiation. If the County directs that such waste be delivered to a location other than the approved Disposal Site, then the Operator shall deliver such waste to an alternate site, and the cost, subject to verifiableCost Substantiation, to the Operator of such removing,transporting and disposal shallbepaidby the County. Nothing contained in this Section shall limit the right of the Operator to refuse to accept any Unacceptable Waste which it discovered prior to any identifiable hauler thereof having left the Facility. The Operator shall notify the County of any hauler delivering, or attempting to deliver, Unacceptable Waste which, in the discretion of the Operator, makesit impractical to separate Acceptable Waste from the Unacceptable Waste. (b) The Operator will notify the County if any particular hauler has been found by the Operator to be responsible for delivering, or attempting to deliver, any Hazardous, Biological or Atomic Waste in any quantity or form, or Unacceptable Waste in bulk, or horticultural waste comingled with municipal solid waste, or constituting a substantial and visible part of a load of Acceptable Waste. Upon receipt of such notice,the County will take appropriate action in an attempt to prevent any repeated occurrence by such hauler. The delivery of such wastes shall not constitute a breachof the County to obligations hereunder. (c) To the extent the County has control, the County shall be responsible for any damage, delay or costs, subject to Cost Substantiation, incurred by the Operator, with respect to the Facility, as a result of the delivery of Hazardous, Biological or Atomic Waste to the Facility and the County shall indemnify the Operator, with respect to the Facility, in accordance with Section 6.04(b). The Operator shall notify the County of any known Hazardous, Biological or Atomic Waste delivered to the Facility. Upon receipt of notice, the County shall cause the prompt removal of such Hazardous, Biological or Atomic Waste. The Operator shall have no responsibility to remove, transport or dispose of any Hazardous, Biological or Atomic Waste delivered to the Facility 121Page although such removal, transport and disposal may be negotiated between the Operator and the County. 2.08 Receiving and Operating Hours. (a) The County shall designate the Receiving Time at each Facility.The Operator shall keep the Facility open for the receiving of Acceptable Waste during the Receiving Time. In no event shall the County designate a total of more than48 hoursperweekor 8 hoursper dayreceiving timewithoutthe consent of Operator. (b) The Operator may request and accept subject to County approval the delivery of Acceptable Waste at times other than the Receiving Time or in amounts greater than amounts scheduled to be delivered at no additional cost to the County. The County's approval shall not be unreasonably withheld. (c) The County may request the Operator to accept deliveries of Acceptable Waste at times other than the Receiving Time upon seven (7)days prior written notice or such shorter notice as may be practicable in the event of the occurrence of a natural disaster or other emergency condition. During such a period, the Operator shall use its best efforts to accommodate the County's request. If the Operatoraccepts Acceptable Waste pursuant to this Section 2.08(c)at hours other than the Receiving Time, the County shall pay all additional costs, subject to Cost Substantiation, incurred by the Operator as a result of such additional hours of operation. (d) In the event a County Franchise hauler experiences an operational emergency or equipment breakdown, the Operator shall, subject to County approval, on three (3) hours of notice, extend the operating hours to accommodate the late arrival at the Facility of the County Franchise haulers. The County's approval shall not be unreasonably withheld. 2.09 Weighing Facilities and Recordkeeping. (a) The County shall maintain weighing facilities at the entranceto theFacilitySite for the purpose ofdetermining the total tonnage of Acceptable Waste delivered to the Facility. (b) The County shall maintain a weight record containing the weight, date, time and vehicle identification of each vehicle entering and exiting the Facility and provide the Operator a duplicate copy or report of each weight record issued. (c) The County shall operate and maintain the Scales in compliance with this Agreement and all applicable state and local laws. The County shall test, or cause to be tested, the Scales at least semi-annually and if necessary recalibrate such Scales accordingly. Copies of the results of such tests and any recalibration shall be provided to the Operator within fifteen (15)days of the receipt of such records by the County. The Operator hereby reserves the right to have reasonable access to the Scales and respective scale houses during all operating hours to monitor the County's compliance with the provisions of this Section 2.09. The Operator has the right to verify weight data and cause the scales to be tested at Operator expense at times other than the County's required semiannual test. If all weighing facilities are incapacitated or are being tested, the County shall estimate the quantity of material delivered on the basis of truck volumes and estimated data obtained from pertinent historical information. These estimates shall take the place of actual weighing records during the period of the Scale outage. 131Page 2.10 Storage. Acceptable Waste shall be stored in the storage area designed for that purpose. No Solid Waste delivered to the Operator may be stored outside the Facility buildings,except for loaded transfer trailers awaiting removal to the Disposal Site and yard waste which has been or is awaiting chipping. The maximum time allowed for storage of Municipal Solid Waste at the facility due to equipment malfunction or breakdown shall be seventy-two (72)hours. 2.11 Special Waste Management. Operator has established a program to identify and manage wastes which require special management and handling at the Facilities or the Disposal Site. In the event Special Waste is received at a Facility in quantities which require special management and handling,Operator shall notify the generator and/or transporter of such waste that analysis and possible special handling of such waste is required. If special handling of such waste is reasonably and mutually deemed by Operator and County to be required under Operator's special waste management program,the generator or transporter of such waste shall be charged a handling and disposal surcharge as negotiated between the Operator and the generator and/or transporter of such waste. In the event the Operator and the generatoror transporterare unable to agree on a surcharge, the matter shall be submitted to the County Administrator or his or her designee for final determination. 2.12 Equipment Parking. The County shall designate areas at each facility which the Operator can exclusively use for the parking and storage of transfer trailers, transfer tractors,and other vehicles and equipment owned or used by the Operator for the purpose of fulfilling the provisions of the Agreement. Any other vehicles Operator desires to park at a facility will be subject to the reasonable terms and conditions imposed by the County. ARTICLE III COMPENSATION ON PERFORMANCE, AGREEMENT AMOUNT,CPI's GUARANTEES AND PENALTIES 3.01 Operations and Disposal Fee. The County is currently paying the Operator an operations and disposal fee of $84.50 per ton of waste delivered to the Facility. The $84.50 per ton fee will remain in effect through September 30, 2014. On October 1, 2014, and each October 1 thereafter, except as specified below, throughout the remaining term(s) of this Amended and Restated Monroe County Haul Out, Transfer Stations Operations and Maintenance Agreement, the operations and disposal fee shall be adjusted annually based on the Consumer Price Index depicted in Schedule B of this Amended and Restated Monroe County Haul Out,Transfer Stations Operations and Maintenance Agreement 141Page 3.02 Agreement Amount The COUNTY shall pay the Franchisee in current annual funds for the Franchisee's performance of this Agreement. Funding for years 1-10 are estimated as follows, which includes the estimated CPI as allowed and specified herein: Year 1 $7.11 Million Year 6 $7.47 Million Year 2 $7.11 Million Year 7 $7.66 Million Year 3 $7.29 Million Year 8 $7.66 Million Year 4 $7.29 Million Year 9 $7.85 Million Year 5 $7.47 Million Year 10 $8.05 Million Total Estimated Amount: $75.03 Million These numbers represent estimated numbers only, and are based on estimated quantities of materials and CPIU increases. Actual numbers are expected to vary. These estimates are not meant as a minimum or maximum amount to be guaranteed under this Agreement on behalf of either the County or the Franchisee. 3.03 Consumer Price Index (CPI) Increases For the purpose of the Agreement the residential portion shall be specified as 60% of the total tonnage of disposal. In the event the County conducts a solid waste audit, this percentage may be amended to reflect the results of the audit, at the discretion of the County. The parties agree that the CPI shall be allowed as follows: Years 2, 4, 6, and 8 No CPI increase shall be allowed on the residential portion of the disposal tonnage. A maximum of 4% CPI increase shall be allowed on the commercial portion of the disposal tonnage. Years 1, 3, 5, 7, 9, 10 CPI's are allowed on the residential and commercial portions of the disposal tonnage. A maximum of 2.5% CPI increase shall be allowed on the residential portion of the disposal tonnage. A maximum of 4% CPI shall be allowed on the commercial portion of the disposal tonnage, CPI increases are further subject to the limitations specified under 3.01.1) below. In no event may a yearly per ton increase in the operations and disposal fee for the residential portion be greater than 2.5% of the prior year's per ton fee and for the commercial operations be greater than 4% of the prior year's per ton fee. The County shall calculate the adjustment of the Operations and Disposal Fee and notify the Operator of the change prior to October 1 of each year thereafter. The Operator shall have the right to review and agree to the calculation of the adjustment. 151Page 3.04 Disposal Fee for Islamorada's Solid Waste The County is anticipating accepting the solid waste and horticultural waste from the collection vendor of the Village of Islamorada. At its option, the County shall provide the solid waste and/or horticultural waste to the Operator for disposal. The Operator shall provide a discounted rate of $80/ ton to the County for disposal of the solid waste and horticultural waste received from the Islamorada vendor. The County does not guarantee any minimum amount of tonnage or period of time. Regardless of the CPI's authorized in 3.01.0 above, at no time shall the rate differential between what the County is paying the Franchisee and what the Islamorada vendor is paying the County be less than $6/ton. If at any time the potential CPI increase will cause the differential to be less than$6/ton the parties shall mutually agree on the adjustment process for the CPI and Islamorada tonnage. If no agreement can be reached, the County may exercise its option to cease providing such solid waste to the Operator. 3.05 Maintenance The Operator shall be responsible for the operation and maintenance of the Facility during the term of this agreement including all labor, material, equipment and all other costs of operation and maintenance as may be required to assure that the Facility is accepting and Processing Acceptable Waste as required by the Operating Plan and by the original and extension agreements and in compliance with all applicable federal, state and local law, and rules. Any fee paid the Operator pursuant to this Amended and Restate Agreement may only be made from service charges, special assessments or non ad valorem assessments. In no event shall the fee be payable from revenue collected from ad valorem taxation. The Operator must provide disposal capacity for tonnage delivered to the Facility at an Operator owned disposal site located on Mainland Florida that is in compliance with all applicable federal, state, and local laws and regulations during the term of the original Agreement as extended by this extension agreement. If necessary to comply with the foregoing, the Operator shall reserve disposal capacity for the County at one of its mainland Florida disposal sites for the entire term of this agreement. 3.06 Fixed Capital. Cost Component Fee,Facility Payment Fee, and Equipment Payment Fees. A balance of$393,651.06 remains as of April 30, 2014. Once this Amended and Restated Monroe County Haul Out, Transfer Stations Operations and Maintenance Agreement is executed then the Operator shall immediately forgive any and all remaining capital cost component fee balance. 3.07 Billing Statement At the end of each Billing Period, the Operator shall provide a billing statement in accordance with this provision. This statement shall set forth the total tonnage received at the Facilities, according to the weight recorded and certified at the scales for the month then ended times the Operation and Disposal Fee charged per ton in accordance with this Agreement. The statement shall also separately reflect the Fixed Capital Cost ComponentFee and any fees charged pursuant to Section 2.04 {c)of this Agreement. 161Page Such statement shall be provided for the County not later than the fifteenth (15th)day of the month following the provision of the service. The County shall make its best effort to make payment within fifteen (15)days following the receipt of this statement, and the County shall comply with the Local Government Prompt Payment Act 218.70,Florida Statutes 3.08 Royalty Payments. If during the course of a fiscal year (October 1 through September 30), an excess of 67,000 tons is delivered to the Facility, then the Operator shall pay the County a royalty fee of$3 per ton for each ton in excess of 67,000 tons until the end of the fiscal year. Solid waste delivered from the collection vendor of the Village of Islamorada, will not be subject to payment of the royalty fee,due to the discounted disposal rate provided by the Operator. 3.09 Performance Guarantees. Operator shall operate the Facilities in a manner that they are capable of accepting and processing up to 95,000 tons of Acceptable Waste per year not including horticultural waste. Operator shall accept and Process unlimited quantities of horticultural waste. 3.10 County Non-performance. If during any Billing Period due to the fault of the County,the Facility is temporarily shut down, either partially or totally, or is otherwise unable to receive or Process Acceptable Waste, the Operator shall use its best efforts to receive, Process and/or dispose of Acceptable Waste to the extent possible, and the County shall pay such costs as shall be claimed by the Operator, subject to Cost Substantiation. During such events, the Operator shall use its best efforts to reduce expenses and mitigate losses during a period of non-operation or partial operationdue to the County's fault. 3.11 No Liability for Uncontrollable Circumstances. Neither the County nor the Operator shall be liable to the other for any failure or delay in performance of any obligation under this Agreement (except any obligation to pay previously owedor otherwiseobligated monies)ifsuchparty is prevented ordelayed in the performance of such obligationdue to the occurrenceofan Uncontrollable Circumstance. The parry whose performance under thisAgreement has been affected byanUncontrollable Circumstance shall provide prompt written notice of the occurrence and cessation of such Uncontrollable Circumstance to the other party.Whenever an uncontrollable Circumstance shall occur,the party claiming to be adversely affected thereby shall, as quickly as reasonably possible, eliminate or mitigate the cause therefor,reduce costs and resume performance under this Agreement. 3.12 Extraordinary Rate Adjustment The Franchisee may petition the Franchisor's Board of County Commissioners at any time for an addition rate adjustment on the basis of extraordinary and unusual changes in the cost of operations that could not reasonably be foreseen by a prudent operator. The Franchisee's request shall contain substantial proof and justification, as determined by the Contract Administrator, to support the need for such rate adjustment. The Franchisor may request from the Franchisee such further information as may be reasonably necessary in making its determination. The Franchisor shall, at its sole option, approve or deny the request, in whole or in part, within sixty (60) days of receipt of the request and all other additional information required by the Franchisor. 171Page ARTICLE IV FURTHER AGREEMENTS 4.01 Licenses, Approvals and Permits. The Operator shall maintain all permits required or permitted by law to be in its name which are necessary for the operation of the Facility. The Operator and the County shall cooperate as reasonably necessary in connection with obtaining in a timely manner the licenses, approvals and permits for the operation of the Facility. 4.02 Insurance During Operations. (a) The Operator shall maintain all insurance coverage as mutually agreed to under Section 4.02(b) and any additional insurance as may be required by the County during the term of this Agreement. The costs of all such insurance, including any deductibles shall be paid by the Operator. (b) The Operator shall obtain and maintain the following insurance with respect to operation and maintenance of the Facility: (1) Broad Form Commercial General Liability Insurance Coverage which shall contain the following minimum coverage and endorsements with other coverage and endorsements to be added by mutual agreement, a) Premises/operations; b) Contractual liability applicable to the indemnities in this Agreement; c) Products/Completed Operations Hazards; d) Independent Operators; e) Environmental Impairment; f) Personal injury; g) Deletion of the Explosion, collapse and underground hazards exclusion; h) Cross liability clause. The applicable limit of liability shall be as agreed from time to time but shall not be less than$5,000,000 per occurrence. (2) Workers' Compensation in an amount as required by statute and Employers Liability in an amount no less than$1,000,000 each accident, $1,000,000 each employee for disease, and $5,000,000 policy limit. (3) Comprehensive Automobile Liability Insurance Coverage applicable to all owned, "non-owned" and hired vehicles used in connection with the operation and maintenance of the Facility, subject to the minimum Combined Single Limit of Primary Bodily Injury and Property Damage Liability Insurance as agreed from time to time but which shall not be less than$5,000,000 Combined Single Limit. Operator will require subcontractor to provide a certificate of automobile insurance. (4) Umbrella or Excess Liability Insurance Coverage which shall follow form, with respect to all underlying coverage regardless of Umbrella or Excess Policy Conditions to the contrary. The Limits of Liability shall be at $20,000,000 per occurrence if available at a reasonable cost, but no less than 181Page $10,000,000 per occurrence and,as applicable, in the aggregate. (5) All Risk Property Insurance covering the Facility on an all risk basis in an amount not less than 100%of the Facility replacement cost. Such insurance shall contain the following minimum coverage and endorsements,with the other coverage and endorsements to be added by mutual agreement: a) Data Processing and media coverage; b) Flood; c) Demolition and Increased Cost of Reconstruction; d) Expediting Expense; e) Extra Expense; f) Agreed Amount Endorsement; g) Repair and Replacement Endorsement; h) Sink Hole Endorsement; i) Earthquake coverage; j) Business Interruption Insuranceas set forth in Section 4.02(b)(6) if not covered on a following form by separate policy; and k) Windstorm (6) Business Interruption and Extra Expense Insurance on the Facility to protect the Operator and the County, covering loss of revenues attributable to the Facility (and extra expenses incurred) by reason of the total or partial suspension of, or interruption in, the operation of the Facility caused by loss or damage to, or destruction of, any part of the Facility or Facility Site as a result of the perils insured against pursuant to Section 4.02(b) (5)and4D2(b) (7), and covering a period of suspensionorinterruption of at least eighteen(18) calendar months in an amount not less than the Operation Payments during any such period. Such insurance shall exclude any loss of revenues sustained during the first seven (7) days of total or partial interruption of use of the Facility. (7) Boiler and Machinery Insurance covering all machines andapparatussubjecttoperils typically insuredunder a Boiler and Machinery Insurance Policy in an amount equal to 100% of the cost of repair or replacement without deduction for depreciation. Such insurance shall contain the following minimum coverage and endorsements with other coverage and endorsement to be added by mutual agreement: a) Demolition and Increased Cost of Reconstruction; b) Expediting Expense; c) Extra Expense; d) Repair and Replacement Endorsement; e) Additional expenses incurred for cleanup of contaminated or polluted property that is a result of a covered accident; f) Connected and ready for use endorsement; and g) Business Interruption Insurance asset forth in Section 4.02(b)(6) if not covered in a following form by separate policy. (c) Additional Named Insureds. The Operator shall name the County (including their respective board members, directors, officers, employees and agents) as additional named insured on all insurance policies required pursuant to this Section 4.02 and as loss payee on property insurance policies, as their respective interest may appear in 191Page accordance with the contracts and agreements (related to the Facility and Facility Site)to which they are a party. (d) Special Insurance Provisions. With respect to the insurances specified in this Section 4.02. (I) Such coverage shall not be cancelled or materially changed without giving the County sixty ( 60) days, if available, but not less than sixty (60) days prior written notification thereof. (2) Additional named Insureds shall have the option of paying any insurance premium in order to prevent cancellation of insurances for nonpayment of premium and shall be entitled to receive from the Operator full reimbursement of all items so expended. (3) Neither the Operator nor any of the additional named insureds set forth in Section 4.02(c) shall have the unilateral right to make an insurance settlement under the policies of insurances set forth herein. 4) If at any time the insurances set forth in this Section 4.02 shall fail to comply with the insurance requirements specified, the Operator shall, upon notice to that effect, promptly apply for a new policy, submit such policies to the County for prior approval, and then file a certificate thereof with the same. If the Operatorfails to comply with any such insurance requirements, the County may, at its option, pay a renewal premium or otherwise fulfill the particular insurance requirements.This action on the part of the County will mandate repayment of said insurance premiums by the Operator. Failure of the operator to take out and/or maintain any required insurance shall not relieve the Operator from any liability hereunder Failure of the Operator to maintain the required insurance constitutes a breach of this Agreement. 5) The Operator shall evidence compliance with the Workers' Compensation Law by supplying the County, the following attested documentation: (a) A Workers' Compensation certificate, prescribed for proof of compliance with the Workers'Compensation Law; and (b) If the Operator or any subcontractor shall be self-insured for Workers' Compensation, such entity shall present a certificate evidencing from the Workers' Compensation Commission that fact to the County. (c) The Operator shall maintain a written list of the names and addresses of all suppliers, contractors and subcontractors known, which list shall be updated on regular basis. (d) With respect to the interests of the additional named insureds set forth in Section 4.02(c), such insurance shall not be invalidated by any action or inaction of the named insured and shall insure such additional named insureds regardless any breach or violation of any warranty, declaration of condition contained in such insurance by the named insured. (e) Such liability insurance as is afforded by the insurance set forth in this Section 4.02 shall be primary without the right of contribution from any 201Page other insurances that are carried (or self- insurance) by the Operator or by any additional named insureds set forth in Section 4.02(c),with respect to their interests in the Facilityorthe Facility Site and, further, such liability insurances shall expressly provide that all of theprovisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured. (f) The Operator shall arrange for appropriate certificates of insurance to be issued to each additional named insured by each provider of the insurance set forth in Section 4.02(b). (g) With respect to the insurance referred to in Section 4.02(b)(6), any losses payable shall be paid to the County for the account of all interests. 4.03 Equal Employment Opportunity and Non-Discrimination. The Operator agrees to comply with the requirements of all applicable non-discrimination and equal employment opportunity statutes, ordinances and laws. County and Contractor agree that there will be no unlawful discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that unlawful discrimination has occurred and has not been cured or resolved by way of settlement or other resolution, this Agreement automatically terminates without any further action on the part of any party, effective the date of the final and non-appealable court order. County or Contractor agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. Notwithstanding the foregoing, termination may not occur if the Operator produces and adopts a plan that on a go-forward basis will address and seek to prevent any reoccurrence of unlawful discrimination. The County and Operator agree to comply with all Federal and florida Statutes, and all local ordinances, as applicable,relating to nondiscrimination. 4.04 Change in Law. In the event that a Change in Law occurs such that compliance with this Agreement by either party is rendered unlawful or is materially adversely affected, the parties shall meet immediately to agree on a modification to this Agreement that will allow continuation of this Agreement without causing such adverse effect or violation of law. The Agreement shall be deemed terminated by mutual consent of the parties if such modification is not agreed to within 30 days after the Change in Law occurs. The enactment by the Broward County, Florida Board of County Commissioners of any ordinance, code, rule, or regulation requiring disposal of Monroe County generated Solid waste in Broward County solid waste disposal facilities and/or any surcharges or any other fees that may be levied for any such Solid Waste disposal shall be a Change in Law. However, in the event such action by Broward County is specifically and only applied to Monroe County solid waste, Operator agrees to use good faith efforts to challenge such action including the institution of administrative and legal processes. 4.05 Incinerator Ash. The parties recognize that Operator has the capability to transport and dispose of municipal solid waste incinerator ash ("Ash")which is not a Hazardous Waste or Hazardous Material, as deemed herein and by the Broward County Environmental Quality Control Board. In the 211Page event the County determines that it wishes to arrange for the transportation and disposal of Ash generated from an incinerator implemented in the future, under DEP guidelines, the Operator and County shall enter into good faith negotiations for such transportation and disposal. ARTICLE V DEFAULT AND TERMINATION 5.01 RemediesforBreach. Either party may terminate this Agreement on the occurrence of an Event of Default by the other party in accordance with this Article V. 5.02 Events of Default by Operator. The following shall constitute Events of Default on the part of the Operator: (a) Failure of the Operator to timely perform any material obligation under this Agreement, such as, but not limited to, failure to provide sufficient labor and materials to operate the Facilities as herein specified, operation of the Facilities in violation of any federal, state or local environmental rules, regulations or laws, or ordinances, refusals or failures to supply properly skilled workmen, failure to supply or cause to be supplied proper materials, failure to properly maintain the Facility, failure to make or cause to be made prompt payment to subcontractors for amounts due and owing, failure to make or cause to be made prompt payment for materials or labor for amounts due and owing, failure of the Operator to provide the insurance as requiredby Section 4.02, and disregard for laws, ordinances, rules, regulations or orders of any public authorityhaving jurisdiction over the Facility, the Facility Site, or the Operator's obligations under this Agreement. However, the failure of the Facility to operate at the level of the Performance Guarantees shall not be an Event of Default if (i)no Event of Default described in paragraph (bx 1)of this Section 5.02 shall have occurred, and (ii)the Operator shall pay any costs incurred by the County because of such failure. (b) (1) The Operator fails to operate the Facility at a level in accordance with the performance guarantees for aperiod of two (2)consecutive months, provided that the County has otherwise delivered or caused to be delivered Acceptable Waste for processing. Any such default shall be cured if the Operator shall develop a reasonable corrective plan intended to restore Facility performance to an acceptable level within a two (2) month period. This two (2) month period may be extended at the Option of the County upon the Operator's showing of good cause. (2) In the event of any extension beyond the initial two month period provided in Section 5.02(bx 1) unless the Operator can demonstrate that it has properly operated and maintained the Facility in accordance with prudent operating and maintenance practices forrefuse ffacilities, the Operator shall be liable for costs associated withthe failureto performduring the extension period. 221Page (c) The Operator being or becoming insolvent or bankrupt or ceasing to pay its debts as they mature or making an arrangement with or for the benefit of its creditors or consentingto oracquiescing intheappointment of a receiver, trustee or liquidator for a substantial part of its property, or bankruptcy, winding up, reorganization, insolvency,arrangement or similar proceeding instituted by or against the Operator under the laws of any jurisdiction, which proceeding has not been dismissed within ninety (90) days,or any action or answer by the Operator approving of, consenting to, or acquiescing in, any such proceeding, or the levy of any distress, execution or attachment upon the property of the Operator which shall substantially interfere with its performance hereunder. 5.03 Events of Default by the County. The following shall constitute Events of Default on the part of the County. (a) Failure of the County to timely perform any material obligation under this Agreement, except the obligation described in Section 5.03(b), the failure of the County to perform any material obligation under this Agreement. However, no event of default shall occur under this Section 5.03 (a)if the County shall,within 120 days of the failure toperform,preparea reasonable corrective planintendedto cure the failure of performance within a two month period. The two month period may be extended for an additional two month period by mutual agreement upon the County's showing of good cause, which agreement shall not be unreasonably withheld by the Operator. The County shall be liable for any costs incurred by the Operator during the period of the County's failure to perform. (b) Failure of the County to pay amounts owed to the Operator under Section 3.01 or 3.03 of this Agreement within thirty(30)days of the due date, or failure of the County to pay any other amount owed to the Operator within ninety (90) days following receipt of Operator's billing statement and Cost Substantiation therefor;unless a dispute resolutionis pending pursuant to Section 6.03 hereof, in which case the County shall pay to the Operator any such amount which is not in dispute, and withhold payment of any such amount in dispute in accordance with Section 6.03. 5.04 Termination of Agreement by the County. (a) If within a period of thirty (30)days after the Operator shall have received notice from the County that an Event of Default has occurred under Section 5.02(a) or (b), such notice describing in reasonable detail the nature of the Event of Default, the Operator has neither remedied, nor commenced and continued to pursue with due diligence a remedy for any such Event of Default, the County may after dispute resolution in accordance with Section 6.03 terminate this Agreement forthwith. An Event of Default of the character described in Section 5.02(c) hereof shall not require notice by the County as hereinabove provided, but shall terminate this Agreement forthwith. (b) If this Agreement is terminated by the County pursuant to Section 5.04(a) hereof, the Operator shall vacate the Facility.Further, if the Event of Default giving rise to the termination was that described in Section 5.02(b), then the Operator shall pay to the County the amount of the Performance Bond. 231Page (c) If the Agreement is terminated, the Operator shall (a)grant to the County, or any replacement operator,a paid-up,royalty-free, non-exclusive license to any patents, trademarks, copyrights and trade secrets and "shop rights"asnecessary for and limited to the operation of the Facility; (b)supply at a mutually agreeable fair market value, any proprietary components needed for continuing the operation of the Facility; (c) assign, a t t h e o p t i o n o f an d for the benefit of the County or any replacement operator, all maintenance and supply contracts: (d)assist the County or any authorized replacement operator by providing,without charge, initial training for personnel as may be reasonably necessary to enable the new operator to continue with the operation of the Facility; (e) provide non-technical and technical design, construction and operational information,whether or not proprietary, including technological specifications, necessary for operation, maintenance and repair of the Facility; and (f) grant to the County or any replacement operator access to the Facility for the purpose of operating and maintaining the Facility. The Operator shall be entitled to payment of its Operation and Disposal Fee pursuant to Article IV until the date of termination of this Agreement. (d) This Section 5.04 shall survive the termination of this Agreement for the purpose of enforcing the County's rights herein. 5.05 Termination of Agreement by the Operator. If an Event of Default described in Section 5.03(a) or (b)hereof shall occur and if such Event of Default shall continue for a period of thirty (30)days after the County shall have received notice from the Operator describing in reasonable detail the nature of the Event of Default, and if the County has neither remedied,nor commenced and continued to pursue a remedy for any such Event of Default with due diligence, or, in the event of a failure to pay monies owed, paid in full such monies, then the Operator, after dispute resolution in accordance with Section 6.03 may commence such legal or equitable proceedings to recover damages as the Operator may deem appropriate and/or terminate this Agreement upon Onchunduedandtwenty (120)days written notice to the County. 5.06 No Liability for Uncontrollable Circumstances. Neither the County nor the Operator shall be liable to the other for any failure or delay in performance of any obligation under this Agreement (exceptthe obligation to pay previously owed or otherwise obligated monies) due to the occurrence of an Uncontrollable Circumstance. The party whose performance under this Agreement has been affected by an Uncontrollable Circumstance shall provide prompt written notice of the occurrence and cessation of such Uncontrollable Circumstance to the other party. Whenever an Uncontrollable Circumstance shall occur, the parry claiming to be adversely affected thereby shall, as quickly as possible, eliminate or mitigate the cause thereof, reduce costs and resume performance under this Agreement. 5.07 Manner of Termination Payment. Within thirty (30)days following termination of this Agreement, the County and the operator shall reconcile all amounts then due and payable to each other under the terms of this Agreement. Upon reaching, as a result of such reconciliation, the total amount of the outstanding unpaid balance which the County and the Operator each owe the other, the County and the operator shall, within 30 days thereafter pay such amounts. If there shall be a disagreement as to the amount the Operator or the County shall be entitled to receive,there shall 241Page nevertheless be timely paid such amounts which are not in dispute. Any remaining balance shall be payable promptly by the appropriate party after resolution of said dispute, in accordance with Section 6.03. ARTICLE VI MISCELLANEOUS 6.01. Term. Unless sooner terminated in accordance with the terms hereof, this Amended and Restated Monroe County Haul Out, Transfer Stations Operations and Maintenance Agreement shall commence on October 1, 2014 and continue for a period of ten (10) years until September 30,2024. Either party may request renewal of this Agreement for one additional period of five years on the terms and conditions set forth herein. If approved, a formal amendment must be executed by the parties. 6.02 Assignment. (a) It is expressly understood and agreed that thisAgreement is personal to the County and the Operator, and that,except as expressly provided in this Section 6.02, the Operator shall have no right, power or authority to assign this Agreement or any portion thereof without prior witknapproval of the County. If such assignment is approved,the Operator understands that an assignment fee shall be paid to the County, which shall be negotiated between the parties at the time of the proposed assignment. (b) Upon written notification to and subject to written approval by the County the Operator may subcontract or authorize performance of the Work. Such written request shall include the name(s) and work history of the subcontractor(s), their cost per ton for disposal, and the desired length of the work period for which they will be providing services. The Operator guarantees compliance by such subcontractors and assignees with the requirements of this Agreement, including insurance, copies of which shall be provided by the subcontractors or assignees to the County. The County shall not unreasonably withhold approval of any requested subcontract. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this agreement. Unless expressly provided for herein, such approval shall in no manner or event be deemed to impose any additional obligation upon the Board. 6.03 Dispute Resolution. (a) The parties shall use their best efforts to resolve any dispute or controversy by mutual agreement. Except as otherwise expressly provided herein, each party shall have the right to fully pursue its remedies at law in the event a dispute or controversy cannot be resolved in accordance with the foregoing. (b) Adjudication of Disputes or Disagreements: The parties agree that all disputes and disagreement shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shall be discussed at public meeting of the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law 251Page (c) Any civil proceeding or other action commenced to enforce this Agreement shall be filed in any court having jurisdiction thereof and situated in Monroe County,Florida. 6.04 Indemnities and Releases. (a) Notwithstanding any minimum insurance requirements prescribed elsewhere in this Agreement, the Operator shall protect, indemnify, and hold harmless the County and its respective officers, board members, employees, and agents (the "County Indemnified Parties")from and against all liabilities, actions, damages, claims, demands, judgments, losses, costs, expenses, suits, or actions and reasonable attorneys' fees, and shall defend the County in any suit, including administrative actions and appeals, for personal injury to, or death of, any person or persons, or loss of or damage to property including the Disposal Site, or for any fines or governmental penalties, caused by the negligence or wrongful acts or omissions of the operator , arising out of the performance or non-performance of the Operator's obligations under this Agreement, the improper disposal of Acceptable Waste or the breach by Operator of any representation or Condition of this Agreement.The Operator is not, however, required to reimburse or indemnify County or any County Indemnified Party for loss or claim due to negligence of County or any County Indemnified Party to the extent the loss or claim was caused by the County or any County Indemnified Party. The Operator's aforesaid indemnity is for the exclusive benefit of the County and the County Indemnified Parties, and in no event shall inure the benefit of any third party. This indemnification set forth in this subsection shall survive the termination of this Agreement. (b) The Operator shall protect, indemnify and hold harmless the County and the County Indemnified Parties from and against all cost recovery or remedial actions arising under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C., Sec. 9601 et seg. and Florida Statute 403, the Solid Waste Act, brought against the County or the County's Indemnified Parties and arising from Operator's transportation and disposal of Acceptable Waste at the Disposal Site pursuant to this Agreement.The indemnification set forth in this subsection shall survive the termination of this Agreement. (c) The County under the terms and provision of Florida Statute 768.28 shall protect, indemnify, and hold harmless the Operator and any substitute subcontractors, and their respective officers, directors, employees and agents (the "Operator Indemnified Parties") from and against all liabilities, actions, fines, damages, claims, demands, judgments, losses, costs, expenses, suits, or actions and reasonable attorneys' fees, and shall defend the Operator Indemnified Parties in any suit, including appeals, for personal injury to, or death of, any person or persons, or loss of, or damage to property or any suit arising out of the negligent performance (or nonperformance) of the County's obligations under this Agreement up to the waiver amount set forth in Section 768.28 Florida Statutes. The County is not, however, required to reimburse or indemnify any Operator Indemnified Party for loss or claim due to negligence of any Operator Indemnified Parry.This indemnification shall survive the termination of this Agreement. (d) More fully described in Section 4.02 Herein, Operator and the County hereby waive any and every claim for recovery from the other and from any substitute subcontractors for any and all loss or damage to each other resulting from the 261Page performance of this Agreement, which is covered by valid and collectible insurance policies, but only to the extent to which such loss or damage is actually recovered under such insurance policies. (e) There are no warranties or guarantees of the Operator which extend beyond those expressed in this Agreement, and the Operator DISCLAIMS AND THE COUNTY WAIVES ANY IMPLIED WARRANTIES OR WARRANTIES IMPOSED BY LAW, INCLUDING WARRANTIES OR MERCHANTABILITY, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, AND CUSTOM AND IMAGE. 6.05 Further Assurances. Each party agrees to execute and deliver any instruments and to perform any action that may be necessary, or reasonably requested, in order to give full effect to this Agreement. Each party shall use all reasonable efforts to provide such information, execute such further instruments and documents, and take such action as may be reasonably requested by the other party not inconsistent with the provisions of this Agreement and not involving the assumption of obligations other than those provided for in this Agreement to carry out the intent of this Agreement. 6.06 Warranties, Machinery, Equipment and Materials. The Operator shall exercise all reasonable efforts to obtain manufacturers' warranties for equipment and materials at the Facility and to assign such warranties to the County in accordance with this Agreement. The Operator hereby agrees that the County shall be subrogated to all of the Operator's rights and privileges under all suppliers' warranties and that if the Operator shall not have, within 30 days after written notice from the County, moved to enforce its rights and privileges under any of such warranties, the County may enforce such rights as the Operator would otherwise have under such warranties.This Section 6.06 shall survive the termination of this Agreement. 6.07 Industrial Property Rights. The Operator and the County agree to hold in strictest confidence and not to disclose to third parties any confidential or proprietary know-how, trade secrets, technical data or other data or information which has been identified by one party to the other as proprietary or confidential and has been or shall be furnished by one party to the other in connection with the performance of this Agreement, except that in each instance this Section shall not apply to such matters which (i)were in the receiving party's lawful possession prior to submission thereof by the disclosing party and had not been obtained by the receiving party either directly or indirectly from the disclosing party, or (ii) are hereafter lawfully made available to the receiving party by a third party, or (iii) are, or at any time became available to the public through no act or failure to act by the receiving party, or (iv)any matters required to be disclosed or made public under the requirements of law. 6.08 Representations. (a) The County's Representations.The County represents to the Operator that: (1) The County is duly organized and existing in good standing under the laws of 271Page the State of Florida and is authorized to carry on the governmental functions and operations as contemplated by this Agreement. (2) The County has the power, authority and legal right, to enter into and perform its obligations set forth in this agreement, and the execution, delivery and performance hereof (a) have been duly authorized, (b) have the requisite approval of appropriate governmental bodies. (3} This Agreement has been duly entered into and delivered and, as of the Contract date, constitutes a legal, valid and binding obligation of the County, enforceable in accordance with its terms. (b) Operator's Representations.The Operator hereby represents to the County that: (1) The Operator is duly organized and existing in good standing under the laws of the State of Florida, and is duly qualified to do business wherever necessary to carry on the business and operations contemplated by this Agreement. (2) The Operator has the power, authority and legal right to enter into and perform its obligations set forth in this agreement, and the execution, delivery and performance hereof (i) has been duly authorized, (ii) has the requisite approval of appropriate governmental bodies, (iii)does not violate any judgment, order, law or regulation applicable to the Operator or any provisions of the Operator's certificate of incorporation or bylaws and (iv) does not constitute a default under or result in the creation of any lien, charge, encumbrance or security interest upon any assets of the Operator under any agreement or instrument to which the Operator is a party or by which the Operator or its assets may be bound or affected. (3) The Operator holds, or is expressly authorized under, the necessary patent rights, licenses and franchises to operate and maintain the Facility pursuant to the terms of this Agreement. (4) This Agreement has been duly entered into and delivered and, as of the Contract Date, constitutes a legal, valid and binding obligation of the Operator, enforceable in accordance with its terms. (5) The Operator warrants that its consultants, sub- consultants, agents and employees have the experience, knowledge and character necessary to qualify them for the particular duties that each may perform under this Agreement and shall perform such services in accordance with the highest professional standards and free from defects in materials and workmanship. (6) The Operator has or will obtain all necessary permits required to operate the Facility. 6.09 Relationship of the Parties. Except as otherwise explicitly provided herein, no party to this Agreement shall have any responsibility whatsoever with respect to services provided or contractual obligations 281Page assumed by any other party and nothing in this Agreement shall be deemed to constitute any party a partner, agent or legal representative of any other party or to create any fiduciary relationship between or among the parties. 6.10 Documents Pertaining to the Facility. All documents prepared by or for the Operator pertaining to the Facility for the purpose of operating and maintaining the Facility shall become the property of the County, upon termination of this Agreement, subject to any applicable proprietary restrictions, provided that the Operator may retain and use copies thereof. 6.11 Notices. Any notices or communication required or permitted hereunder shall be in writing and sufficiently given or delivered in person or sent by certified or registered mail, postage prepaid, as follows: As to the Operator: President Waste Management Inc. of Florida 2700 Wiles Road, Pompano Beach,Florida 33073 As to the County: County Administrator Monroe County 1100 Simonton Street, Ste. 2-205 Key West, Fl. 33040 Changes in the respective addresses to which such notice may be directed may be made from time to time by any party by written notice to the other party. 6.12 Waiver. The waiver by either parry of a default or a breach of any provision of this Agreement by the other party shall not operate or be construed to operate as a waiver of any subsequent default or breach. The making or the acceptance of a payment by either party with knowledge of the existence of a default or breach shall not operate or be construed to operate as a waiver of any subsequent default or breach. 6.13 Modifications. The provisions of this Agreement, including the present and all future Schedules, together with the agreements incorporated by reference, shall (1) constitute the entire agreement between the parties for the operation of the Facility, and (2)be modified, unless provided herein to the contrary, only by written agreement duly executed by both parties. In the event of any conflict, variation or inconsistency between these general terms and conditions of this Agreement and any of the Schedules, these general terms and conditions shall control. 6.14 Headings. Captions and headings in this Agreement are for ease of reference only and do not constitute a part of this Agreement. 291Page 6.15 Governing Law. This Agreement and any questions concerning its validity, construction or performance shall be governed by the laws of the State of Florida, irrespective of the place of execution or of the order in which the signatures of the parties are affixed or of the place or places of performance. 6.16 Venue. Venue for all purposes arising out of this Agreement shall be in Monroe County, Florida, unless prohibited by law. 6.17 Counterparts. This Agreement may be executed in more than one counterpart, each of which shall be deemed to be an original. 6.18 Severability. In the event that any provision of this Agreement shall, for any reason, be determined to be invalid, illegal, or unenforceable in any respect, the parties hereto shall negotiate in good faith and agree to such amendments, modifications, or supplements of, or to, this Agreement or such other appropriate changes as shall, to the maximum extent practicable in light of such determination, implement and give effect to the intentions of the parties as reflected herein, and the other provisions of this Agreement shall, as so amended, modified, supplemented or otherwise affected by such action, remain in full force and effect. 6.19 Unless Stated Otherwise. Whenever this Agreement requires performance by the Operator it shall be at the Operator's expense and whenever this Agreement requires performance by the County it shall be at the County's expense. 6.20 Performance Bond. Operator shall provide a performance bond in the amount of $6,000,000 issued by a Surety or insurance company licensed to do business in the State of Florida. Notwithstanding anything herein to the contrary, in the event this Agreement is terminated due to the default of Operator under the provisions in Section 5.02 hereof, and the County, receives payment from the Surety, Operator's liability for any and all obligations hereunder shall be limited to said amount of$6,000,000. 6.21 Public Entity Crimes Form. The following document shall be attached to this Contract and shall be executed annually on January 1 each year of the Contract term: Schedule E - Public Entity Crimes Form 6.22 Maintenance of Records. Operator shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently 301Page applied. Each party to this Agreement or their authorized representatives, or the Florida Department of Environmental Protection or its designee, shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreement. If an auditor employed by the County or Clerk determines that monies paid to Contractor pursuant to this Agreement were spent for purposes not authorized by this Agreement, the Contractor shall repay the monies together with interest calculated pursuant to Sec. 55.03; FS, running from the date the monies were paid to Contractor. 6.23 Code of Ethics. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding,but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 6.24 No Solicitation/Payment. The County and Operator warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission,percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the Contractor agrees that the County shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission,percentage, gift, or consideration. 6.25 Public Access. The County and Operator shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Contractor in conjunction with this Agreement. Pursuant to F.S. 119.0701, Franchisee and its subcontractors shall comply with all public records laws of the State of Florida, including but not limited to: (a) Keep and maintain public records that ordinarily and necessarily would be required by Monroe County in order to perform the service. (b) Provide the public with access to public records on the terms and conditions that Monroe County would provide the records and at a cost that does not exceed the cost provided in Florida Statutes, Chapter 119 or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law 311Page (d) Meet all requirements for retaining public records and transfer, at no cost, to Monroe County all public records in possession of the Franchisee upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to Monroe County in a format that is compatible with the information technology systems of Monroe County. Violation of this subsection is considered a default under this Agreement and shall be addressed as set forth in Section 5.02 above. The County shall have the right to unilaterally cancel this Agreement upon violation of this provision by Operator that is not cured within a reasonable time by the Operator. 6.26 NON-WAIVER OF IMMUNITY. Notwithstanding the provisions of Section 768.28,Florida Statutes,the participation of parties in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the County be required to contain any provision for waiver. 6.27 PRIVILEGES AND IMMUNITIES. All of the privileges and immunities from liability, exemptions from laws, ordinances and rules, and pensions and relief,disability,workers' compensation and other benefits that apply to the activity of officers, agents, volunteers or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers or employees outside the territorial limits of the County. 6.28 LEGAL OBLIGATIONS AND RESPONSIBILITIES; NON-DELEGATION OF CONSTITUTIONAL OR STATUTORY DUTIES. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any other participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, not shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida Constitution, state statutes, case law, and, specifically,the provisions of Chapters 125 and 163,Florida Statutes. 6.29 NON-RELIANCE BY NON-PARTIES. No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the Franchisor and Franchisee agree that neither the Franchisor or Franchisee, or any agent, officer or employee of either shall have the authority to inform, counselor otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or 321Page superior to,the community in general or for the purposes contemplated in this Agreement. 6.30 ATTESTATIONS. Operator agrees to execute such documents as the County may reasonably require,including a Public Entity Crime Statement attached as Schedule E, an Ethics Statement attached as Schedule C, and a Drug-Free Workplace Statement attached as Schedule D. 6.31 COVENANT OF NO INTEREST. The County and Operator covenant that neither presently has any interest, and shall not acquire any interest,that would conflict in any manner or degree with its performance under this Agreement,and that the only interest of each is to perform and receive benefits as recited in this Agreement. 6.32 COOPERATION. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance or breach of this Agreement, County and Operator agree to participate,to the extent required by the other party,in all proceedings,hearings,processes,meetings and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and Operator specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement or any Attachment or Amendment to this Agreement. 6.33 BINDING EFFECT. The terms,covenants,conditions and provisions of this Agreement shall bind and inure to the benefit of the County and Operator and their respective legal representatives, successors and assigns. 6.34 EXISTING OR PRIOR AGREEMENTS. The terms and conditions of this Agreement supersede the terms, obligations and conditions of any existing or prior agreement or understanding, written or verbal, between the parties regarding the work performed,compensation to be paid,and all other matters contained herein. 6.35 SCHEDULES The following documents shall be Schedules attached to this Contract and incorporated therein by reference: Schedule A: Special Waste Schedule B: Operations and Disposal Fee Adjustment Schedule C: Sworn Statement on Ethics Schedule D: Drug Free Workplace Form Schedule E: Public Entity Crime Statement Schedule F: Non-Collusion Affidavit Form Schedule G: Lease Areas Reserved for the Operator 33 Page 6.36 MISCELLANEOUS This Amended and Restated Agreement may not be construed as a County waiver of any breach of the terms of the original agreement by the Operator, or as a County waiver of any fraudulent act(s) committed by the Operator, that occurred prior to the effective date of this Amended and Restated Agreement. Further, this Amended and Restated Agreement does not operate to estop or prevent the County from terminating the original agreement and this Amended and Restated Agreement for any breach of the terms of the original agreement by the Operator, or fraudulent act(s) committed by the Operator that occurred prior to the effective date of this Amended and Restated Agreement,or from damages on account of any such breach or fraudulent act(s). IN WITNESS HEREOF,the parties have caused this Agreement to be executed by their � orized officers or representatives as of the day and year first above written. MONROE COUNTY, FLORIDA r By: Clerk of the Circuit Court Mayor Approved by Office of General Counsel as to Form and Legal Sufficiency: MONROE COUNTY ATTORNEY APPROVED AS TO FORM: C�_';.PCfff- °-I Vcf tr C RISTINE M. LIMBERT-BARROWS ASSISTANT COUJ'Y ATTORNEY By: Date (� I WASTE MANAGEMENT INC.OF FLORIDA ATTEST: A Florida Corporation By: *ery, 4ot y B. Haw s President 34 Page SCHEDULE A SPECIAL WASTE Any waste meeting the description which follows is a"special waste": a. Chemical waste from a laboratory. (This is limited to discarded containers of laboratory chemicals, lab equipment, lab clothing, debris from lap spills or cleanup and floor sweepings.) b. Articles, equipment and clothing containing or contaminated with polychlorinated biphenyls (PCBs). (Examples would be: PCS capacitors or transformers, gloves or aprons from draining operations, empty drums that formerly held PCBs, etc. C. PCB drainings and flushings removed from PCB articles and placed directly into transport containers. d. "Empty" containers of waste commercial products or chemicals. (This applies to a portable container which has been emptied, but which may hold residuals of the product or chemical. Examples of containers are: portable tanks,drums,barrels,cans, bags, liners, etc. A container shall be determined RCRA "empty" according to the criteria specified at 40 C.F.R.s261.7.) e. Asbestos containing waste from building demolition or cleaning.(This applies to asbestos-bearing waste insulation materials, such as wall board, wall spray coverings, pipe insulation, etc. f. Commercial products or chemicals: Off-specification, outdated, contaminated or banned. (This also includes products voluntarily removed from the market place by a manufacturer or distributor, in response to allegations of adverse health effects associated with product use.) g. Residue and debris from cleanup spills or releases of a single chemical substance or commercial product or a single waste which would otherwise qualify as a special waste. h. Infectious waste. (Any waste from a hospital, medical clinic, nursing home, medical practitioner, mortuary, taxidermist, veterinarian, veterinary hospital, animal testing laboratory, university medical laboratory, etc.,that is contaminated with or may be contaminated with an infectious agent that has the potential of inducing infection.) i. Animal waste andparts from slaughterhouses or rendering plants. j. Waste produced by the mechanical processing of fruit, vegetables or grain. (This inc 1 udes such wastes as rinds,hulls, husks, pods, shells, and chaff.) k. Pumpings from septic tanks used exclusively by dwelling units. (Single family homes, duplexes,apartment buildings,hotels or motels.) 1. Sludge from a publicly owned sewage treatment plant serving primarily domestic users. 351Page in. Grease trap wastes from residences, restaurants,cafeterias not located at industrial facilities. n. Wash water wastes from commercial car washes. o. Wash water waste from commercial laundries or laundromats. p. Chemical-containing equipment removed from service. (Examples: Cathode ray tubes, batteries,fluorescent light tubes, etc.) q. Waste produced from the demolition or dismantling of industrial process equipment or facilities contaminated with chemicals from the process. r. Closed cartridge filters from dry cleaning establishments. (Such filters being used to filter used dry-cleaning fluids or solids.) S. Containerized Waste. To include, but not be limited to, a drum, barrel, portable tank, box or pail. t. Waste transported in a bulk tanker. U. Liquid Waste. For purposes of this paragraph, liquid waste means any waste material that is determined to be or contain "free liquid" by the paint filter test (EPA Method 9095); V. Sludge Waste. W. Waste from an industrial process. Waste which requires special handling. X. Waste from a pollution control process. y. Residue ordebris.Froma cleanup or a spill or release of chemical substances, commercial products or wastes listed in paragraphs (s)through (x) of this definition. z. Soil, Water, Residue, or Debris. Articles which are contaminated from the cleanup of a site or facility formerly used for the generation, storage, treatment, recycling, reclamation, or disposal of wastes listed in paragraphs (s) through (y)of this definition. aa. Residential Wastes.Only if a rule issued pursuant to Chapter 403, Florida Statutes as amended by Chapter 88-130, Laws of Florida,or a change in law,statute, regulation, rule, code, ordinance,permit or permit condition occursafterthe Effective Date ofthis Agreement,requiring material additional management thatdiffers from therequirements applicable on the Effective Date of this Agreement. bb. Waste Tires. 361Page SCHEDULE B Operations and Disposal Fee Adiustment An annual adjustment,except as specified herein in paragraph 3.01, shall be applied on October of every year to the Operations and Disposal Fee. The adjustment shall be calculated in the following manner: 1)The following index is used to calculate the adjustment. The change in the index shall be calculated on a March 1 —February 28 basis for the preceding twelve month. INDEX Consumer Price Index(CPI),Miami/Fort (Unadjusted), All Urban Consumers, All Items. SOURCE Consumer Price Index Detailed Report, Published Monthly by Bureau of Labor Statistics. (BLS) If the index becomes obsolete during the term of this contract, an alternative,related index may be used,as mutually agreed upon between the Operator and the County. 371Page SCHEDULE "C" SWORN STATEMENT UNDER ORDINANCE NO. 10-19" MONROE COUNTY; FLORIDA ETHICS CLAUSE Waste Management Inc. of Florida warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former county officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any county officer or employee in violation of section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County may, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former county officer or employee. WASTE'MA�i "QTNY-R--14AWKINS. EM T INC.OF FLORIDA By: PRESC (Si nature) Date: STATE OF COUNTY OF � ' n ► �' ryl)q� Subscriibbeedd�an�d sworn to (or affirmed) before me on ,2014 by (name of affiant). He/She is personally known to me or has produced `—`— as identification. (Type of identification) k":-,I/f C�� NOTARY PUBLIC;;►��� SUM CHRISTA JOHNSON * MY COMMISSION#FF 06534g EXPIRES:January 29,2018 M°kOr FG��O Bonded Thru Budget Notary Services 38 Page SCHEDULED" DRUG-FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: Waste Management Inc. of Florida 1. Publish a statement notifying employees that the unlawful manufacture, distribution,dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2.Inform employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3.Give each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4.In the statement specified in subsection (1),notify the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes)or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5)days after such conviction. 5.Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Make a good faith effort to continue to maintain a drug-free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. WACTF A(; ENT INC.OFF!OitibT Y B HA�lll IRlS, PRESIDENT Signature: Date: d l STATE OF: COUNTY OF: 2 Subscribe a d sworn to (or affirmed) before me on IUhl J t (date) by )IJ 'me of affiant). He/She is personally known to me or has produced (type of identification)as identification. NOTARY PUBLIC 0 �'; °4� SUSM CHPoSTA J%IWN * * MY COMMISSION t FF VAQ EXPIRE :January 29,2018 My Commission Expires: '=._ P" Bonded Thro Budget Notary ervW 39 Page SCHEDULE "E" PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a CONTRACTOR, supplier, subcontractor, or CONTRACTOR under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." I have read the above and state that neither Waste Management Inc. of Florida(Operator's name) nor any Affiliate has been placed on the convicted vendor list within the last,36 months. WASTE MAN GEMEN I OF R0Rt0A MOTHY S. HAWKINS, PRESIDENT i ) Date: STATE OF: ruSP-1 COUNTY OF: li.J W�p Subscribed and.sworn to-kor of armed)before me o (date) by` �,E M HY J41,O1-21 �) (name of affiant). He/She is,2ers2nally known to me or has produced a of identification) as identification. NOTARY PU13VC My Commission Expires: os"":°;'�% SUSAN CHRISTA JOHNSON FISSION i FF 06 W * * EXPIRES:January 29,2018 Bonded Thru Budget Notary Servkee 401Page SCHEDULE"F" NON-COLLUSION AFFIDAVIT TIMM ' �TJ�of the city of f��,Pp �— according to law on my oath,and under penalty of perjury,depose and say that__ a. I am -G � D of the firm of WASTE MANAGEMENT INC.OFFe�E t hor making the Proposal for the project described in the Request for Proposals for and that I executed the said proposal with full authority to do so; b. the prices in this bid have been arrived at independently without collusion, consultation, communication or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor; C. unless otherwise required by law,the prices which have been quoted in this bid have not been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder prior to bid opening,directly or indirectly,to any other bidder or to any competitor; and d. no attempt has been made or will be made by the bidder to induce any other person, partnership or corporation to submit, or not to submit,a bid for the purpose of restricting competition; e. the statements contained in this affidavit are true and correct, and made with full knowledge that Monroe County relies upon the truth of the statements contained in this affidavit in awarding contracts for said project. WASTE MANAGEME INC.OF FLORIDA By: TI HY B. HAWKINS, PRESIDENT ig Date: `- I�t STATE OF: PLtv­1DA COUNTY OF: � Subscri ed and sworn t (or affirmed)before me on (�AU l (date)by N (name of affiant). He/She is perso ally knower to me or has prod ced (type of identification)as identification. NO rARY PUBLIC �"";"""c�, SUSAN CHRISTAJOHNSON W C0Wr-%0N t FF 06 W My Commission Expires: EXPIRES:January 29,201 S 41 Page Schedule G LEASE AREAS EXCLUSIVE TO THE OPERATOR 421Page EXHIBIT A FACILITY LEGAL DESCRIPTIONS The Premises shall constitute the property outlined on Figures Al, A2, and A3, which, respectively, lies within the land described at Exhibits Aa, Ab, and Ac. 10 EXHIBIT Aa Cudjoe parcel 1 A tract of land in a part of Government Lot 8, Section 19, T. 668 . 1 R.28 E, on Cudjoe Key, Monroe County, Florida and being more particularly described by metes and bounds as follows: Commencing at Southeast Corner of Government Lot 8, said Corner also to be known as the Point of Beginning of the tract of land hereinafter described, bear West along the South Line of Government Lot 81 415 feet, thence bear North 1050 feet, more or less, to the shoreline in an easterly direction, 415 feet, more of less to a point which is bearing North from the Point of beginning; thence bear South 1050 feet more of less, back to the Point of Beginning containing 10 acres more of less. Cudjoe parcel 2 A tract of land in Government Lot 8, Section 19, ToFmship 66 South, Range 28 East, Cudjoe Key, Monroe County, Florida: Commencing at the southeast corner of the said Lot 8 and thence west along the south boundary line of the said Lot 8 a distance of 415 feet to the Point of beginning of the parcel of land herein being described: thence continue west along the said south line of the said lot 8 a distance of 478. 31 feet to a points thence north at a right angle to the previous course $71. 60 feet more or less to a point on the mean high water line of a body of water; thence northeasterly along the said mean highwater line 500 feet more or less to a point bearing north and distant 11000 feet more or less from the Point of beginning; thence south 1, 000 feet more or less to the Point of Beginning, continuing 10.2 acres, more or less. Be it further. 11 1 q AM Of f"WA MY I 1 1 r r 1 Nor, I I y 3E I r 1 1 I ~O 200.. / A I .4.s!y I t x r yy�w SA i 1 O� Onx x1x 'I I f,w Nv /Sew A � 7•� f r � I I �2 : ax ry y Ay r fe N e A p 1 J O I , n f 1 1 ; j I Tli o f ~ IS � , 1 � 1 I ' 1 . f f 1 i 1 1 ; Kiltltq C') SITE PLAN I CUDJOE KEY TRANSFER WEDDING 1 ASSOCIATES STATION FOR ARCHITECTS. INCORPORATED WASTE MANAGEMENT INC. �rw MONROE COUNTY. FInRTnA ri v "0•' +e EXHIBIT Ab Long Key A tract of land in a part of Government Lot 2, Section 4, T 65S R. 35 E. , and a part of Government Lot 3, Section 33, T. 64N. , R.35 E. , on Long Key, Monroe County, Florida, and being more particularly described by metes and bounds as follows: Commencing at the intersection of the West line of Section 6 and the northerly right of way line of V.S. Highway No. 1 bearing North along the West Line of Section 4 86.24 feet to the Point of beginning of the tract of land hereinafter described from said Point of beginning bear North 35 degrees and 26 minutes East, 1600 feet to a point of curve, said Curve having a central angle of 14 degrees and 49 minutes and a radius of 2964.93 feet; thence north-easterly along said curve deflecting to the right of a distance of 766.73 feet to a point of tangent; thence North 50 degrees and 15 minutes East for a distance for 380 feet, more or less, to the Southwest corner of the Property of the U.S. Government Radar Station; thence North 39 degrees and 45 minutes West along the West Property line of the Radar Station and through a part of Government Lot 3, Section 33 for a distance of 650 feet, more or less, to a point on the shoreline of the Bay of Florida; thence meander the shoreline of the Bay of Florida in a southwesterly direction for a distance of 2100 feet, more or less, to a point where said shoreline intersects the West Line of Section 0 thence South along the West Line of Section 4 , 100 feet, more of less, back to the Point of Beginning, containing 29 . 55 acres, more or less. 12 a AA x Y 4~ x M~ � ♦\ mc Yr i A L 1 S n.i v Z � n A 3-1 w 's„ 1 n 1 axe e�z e e}n 7 1 � yyyA 7.N N 7 I 1 / �Y N 1 yy s �y y / s ♦� as � AQ �• ' ♦\ N M A y N� O\ p REL Tv-*4ARv Kristoo LONG KEY TRANSFER STATION WEDDING I ASSOCIATES SITE PLAN o FOR ARCHITECTS. INCORPORATED ..i $ WASTE MANAGEMENT INC. MONROE COUNTY. FLORIDA �.,..,.,,��'�'�� ' Azr■�..nnat< YaY Vyy. EXHIBIT Ac Key Largo A part of the Southeast Quarter (SE 1/4) of the Northwest Quarter NE 1/4) of Section Ten (10) , Township Sixty (60) South, Range Forty (40) East, Monroe County, Florida described as: COMMENCING at the Northeast corner of said Southeast Quarter (SE 1/4) of the Northwest Quarter (NE 1/4) of Section Ten (10) = thence running at right angles westerly fifteen (15) chains; thence at right angles South ten (10) chains thence at right angles East fifteen (15) chains, thence at right angles North ten (10) chains to the place of beginning, containing fifteen (15) acres. 13 Q Z AAN =nyp rOt�t �AY O 1 w .00, P_ a •+ r Z 000, lb Oki- I `I 1 a • N w _ QA A� • A A S Ilk j � ' j� I LM•p•N7. M.Y• I VA \. I pact •U?OIAaY "a SITE RAN o ICY LAlICO F�L1t STATI � itDOINt t ASSOG2ATES �i mull INC. MCHITECTS. 2MCOi1*ORATED IO�IE Clfufir. /LO�� ""�"� �00'=r • T + ' Performance Bond Bond No: 600212 KNOW ALL MEN BY THESE PRESENTS, that Waste Management Inc. of Florida, as Principal, and Evergreen National Indemnity Company, 6140 Parkland Boulevard Suite 321 Mayfield Heights Ohio 44124, the Surety, are held and firmly bound unto the Monroe County, as Obligee, in the penal sum of Six Million and No/100 Dollars ($6,000,000.00), for the payment of which we bind ourselves, our heirs, administrators, executors, successors, and assigns,jointly and severally, firmly by these presents. WHEREAS, the Principal has entered into a certain written Agreement for Amended and Restated Monroe County Haul Out, Transfer Stations Operations and Maintenance Agreement between Monroe County Florida and Waste Management Inc. of Florida with the above mentioned Obligee, which Agreement is hereby incorporated herein as if fully rewritten Not withstanding, any terms and provisions specifically modified herein shall have the meaning given in this bond. NOW, THEREFORE, the condition of the above obligation is such that if the Principal shall promptly and faithfully perform this Agreement, then this obligation shall be null and void; subject, however, to the following conditions: 1. This bond is for the term beginning October 1. 2014 and ending September 30, 2024. 2. If there is no breach or default on the part of the Obligee, then the Surety's performance obligation under the bond shall arise after: a. The Obligee has notified the Principal and the Surety in writing at their respective addresses of the alleged breach, and has requested and attempted to arrange a conference with the Principal and the Surety to be held not later than fifteen (15)days after receipt of such notice to discuss methods of performing the Agreement; and has made available during notice period all books, records, and accounts relevant to the Agreement which may be requested by the Principal or Surety. If the Obligee, Principal and Surety agree, the Principal shall be allowed a reasonable time to perform the Agreement; but such an Agreement shall not waive the Obligee's right, if any subsequently to declare a Principal default; b. The Obligee has declared the Principal in default and formally terminated the Principal's right to complete the Agreement, provided, however, that such default shall not be declared earlier than twenty(20)days after the Principal and the Surety have received the notice as provided in "a" above; and C. The Obligee has agreed to pay the balance of the Agreement price to the Surety in accordance with the terms of the Agreement or to such Principal as may be tendered by the Surety to the Obligee. 3. No claim, action, suit or proceeding, except as hereinafter set forth, shall be had or maintained against the Surety of this instrument unless same be brought or instituted and process served upon the Surety within six months after the expiration of the bond. The parties hereto expressly acknowledge and agree that no liquidated damages shall be claimed, due or payable by Surety pursuant to this Bond. 4. The bond may be extended for additional terms at the option of the Surety, by Continuation Certificate executed by the Surety. 5. Neither non-renewal by the Surety, nor failure, nor inability of the Principal to file a replacement bond shall constitute loss to the Obligee recoverable under this bond. 6. In no event shall the liability of the Surety hereunder exceed the penal sum hereof. ENIC Perf Bond(3/2014) Signed, sealed and executed this 29th day of May 2014. Waste Management Inc. of Florida Evergreen National Indemnity Company Principal Surety <5 0 nj%:�14 y_ By:hk16 C Lu Tyler, rney-in-Fact Jennifer S. C p land, Attorney-in-Fact (Corporate Seal) (Corporate Sea!) Witness: Witness: An op Chawla Adlakha nc homas ENIC Perf Bond(3/2014) POWER OF ATTORNEY KNOWN ALL MEN BY THESE PRESENTS that Waste Management, Inc. and all Subsidiary and Affiliate Companies(the"Corporation"),has constituted and appointed and does hereby appoint Margaret Buboltz,Jennifer S. Copeland,Vanessa Dominguez, Michael J. Herrod, Wendy W. Stuckey,Nancy Thomas, Lupe Tyler,and Stephenie Whittington of Aon Risk Services Southwest, Inc.,each its true and lawful Attorney-in-fact to execute under such designation in its name and to affix its corporate seal to deliver for and on its behalf as surety thereon or otherwise, bonds of any of the following classes,to wit: 1. Surety bonds to the United States of America or any agency thereof, and lease and miscellaneous surety bonds required or permitted under the laws,ordinances or regulations of any State, City,Town, Village, Board or any other body or organization,public or private. 2. Bonds on behalf of contractors in connection with bids,proposals or contracts. The foregoing powers granted by the Corporation shall be subject to and conditional upon the written direction of any officer(or any designee of any such officer)to execute and deliver any such bonds. The signatures and attestations of such Attorneys-in-fact and the seal of the Corporation may be affixed to any such bond,policy or to any certificate relating thereto by facsimile and any such bond,policy or certificate bearing such facsimile signatures or facsimile seal shall be valid and binding upon the Corporation when so affixed. IN WITNESS WHEREOF,the Corporation has caused these presents to be signed by its Vice President and Treasurer and its corporate seal to be hereto affixed this A�ay of Witness: Waste Management, Inc. 64�, okm Devina A. Rankin Vice President and Treasurer EVERGREEN NATIONAL INDEMNITY COMPANY MAYFIELD HEIGHTS, OH POWER OF ATTORNEY Bond No. 600212 KNOW ALL MEN BY THESE PRESENTS: That the Evergreen National Indemnity Company, a corporation in the State of Ohio does hereby nominate, constitute and appoint: Jennifer S.Copeland, Michael J. Herrod,Wendy W.Stuckey, Nancy A.Thomas and Lupe Tyler its true and lawful Attorney(s}In-Fact to make, execute,attest,seal and deliver for and on its behalf,as Surety,and as its act and deed, where required, any and all bonds, undertakings, recognizances and written obligations in the nature thereof, PROVIDED, however,that the obligation of the Company under this Power of Attorney shall not exceed TEN MILLION AND 00/100 AND 00/100 DOLLARS ($10,000,000.00). This Power of Attorney is granted and is signed by facsimile pursuant to the following Resolution adopted by its Board of Directors on the 23rd day of July,2004: "RESOLVED,That any two officers of the Company have the authority to make,execute and deliver a Power of Attorney constituting as Attorney(s)-in-fact such persons,firms,or corporations as may be selected from time to time. FURTHER RESOLVED,that the signatures of such officers and the Seal of the Company may be affixed to any such Power of Attorney or any certificate relating thereto by facsimile; and any such Power of Attorney or certificate bearing such facsimile signatures or facsimile seal shall be valid and binding upon the Company;and any such powers so executed and certified by facsimile signatures and facsimile seal shall be valid and binding upon the Company in the future with respect to any bond or undertaking to which it is attached." IN WITNESS WHEREOF, the Evergreen National Indemnity Company has caused its corporate seal to be affixed hereunto, and these presents to be signed by its duly authorized officers this 1st day of June,2009. EVERGREEN NATIONAL INDEMNITY COMPANY 'l iNO�c�Y i�pPORAr 'mooBy:. W N— o By: SE ALv Charles D.Hamm Jr,President *0100* By David A.Canzone,CFO Notary Public) State of Ohio) SS: On this 1st day of June, 2009, before the subscriber, a Notary for the State of Ohio, duly commissioned and qualified, personally came Charles D. Hamm, Jr. and David A. Canzone of the Evergreen National Indemnity Company, to me personally known to be the individuals and officers described herein, and who executed the preceding instrument and acknowledged the execution of the same and being by me duly sworn, deposed and said that they are the officers of said Company aforesaid, and that the seal affixed to the preceding instrument is the Corporate Seal of said Company, and the said Corporate Seal and signatures as officers were duly affixed and subscribed to the said instrument by the authority and direction of said Corporation, and that the resolution of said Company, referred to in the preceding instrument, is now in force. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal at Columbus, Ohio, the day and year above written. IP PFNNYMAURH3 NOTARY PUBLIC `3WEOFOHIO Comm,Expires Penny M.Burns,Notary Public ' APrif 04.20T 7 My Commission Expires April 4,2017 State of Ohio) SS: I, the undersigned, Secretary of the Evergreen National Indemnity Company, a stock corporation of the State of Ohio, DO HEREBY CERTIFY that the foregoing Power of Attorney remains in full force and has not been revoked; and furthermore that the Resolution of the Board of Directors,set forth herein above, is now in force. Signed and sealed in Mayfield Hts, Ohio this 29th day of[stay 2.014. pwo 2'//�/ppO�RATp y'o W( «RA .01 *otna ,P/YL Wan C.Collier,Secretary ACC>Rnr CERTIFICATE OF LIABILITY INSURANCE =121THis CERTIFICATE Is ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS3 CERTIFICATE DOES NOT AFFIRMATNELY OR ME 0 OR ALTER E COVE RAOEE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DO N THE ISSUING ORDER By AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE hlCATE H IMPORTANT:If the osriglate hNNder Is an ADDITI INSURED,the policy(es)must be end read If SUBROGATION is WANED,subject to the term and c"18"r0 of the Polley,certain pol les may regWm an endomsmorlt A staten ent on this eeRMlests does not confer rights to the certificate holder In Iteu of such endorsemem(sj. , PRODUCER LOCKTON CO MPANIES.LLC n 5847 SAN FELIPE,SUITE 320 HOUSTON TX 77057 886-280-MB MONROE RTSK MANACH INSURED IN C 22 667. WASTE MAAGEMENT HOLDINGS,INC.d ALL AFFILIATED, IMMM a.- Indemnitif Insurance Co of North America 1300299 RELATED&SUBSIDIARY COMPANIES INCLUDING: 43575 WASTE MANAGEMENT OF THE FLORIDA KEYS,INC. Im—runiER e: ACE k CasualtyInsurance Co 20699 125 TOPPINO INDUSTRIAL DRIVE -INSURER 0 ROCKLAND KEY FL 33040 C C E : THIS 18 TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE SEEN ISSUED TO THE INSURED NAMED INDICATED.NOTWITHSTANDING ANY REQUIREMENT.TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT ABOVE F WRH RESPECT THE WHICH MIIOSD 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. TYPE OF INSURANCE POLICY NUMBER A GENERALLIARL" Y Y HDOG2732924A I/l/2014 1/1/2015 EACH OCCRRENCE u- X CowERcIAL GENERAL LIABILITY U 5000000 CLAIM84AADE XQ OCCUR t5.000.000 X XCU TNCLUDED 0m XXX)ODOt X 110 FORM CG 00011207 a 5 000 000 GEWL AGGREGATE LLWTAPPLESpet GENERALAGGREGATE s 6000000 MX2& X fin PRODUCTS-COMP0OP AGG 1116.00 O 000 A AUTOMOMALIASaJTY Y Y MMT HOSS16028 : X ANYAuro tnnou lnnols S 1,000,000 X AI.)<OWNEO AgMULED BODILY INJURY(Pw Pwsan) S J()QQ( ( X wHIRED AUTOS C7C7C X UTCs�p BODILr INJURY(Per sarJdpl a XXXX7 X MCS-90 a XXXXXXX C X WtBRELIALW NC OCCUR Y Y xooG27osa961 ]nnola lnnolsExcaaS LtABEACH OCCURRENCE 115000000 DED I I RffnmTIDN a AGGREGATE a 15,000,000 AB Y WLR C47876345(AOS)) I/l/2014 1/1l2015 J( a AW n1PL;;w Y/N WLR C47876357(AZ,CA A y�sxauowr NIA SCF C47876369(WI) 11/n2014 1I/2013 aL EACNACC°M s 3000000 Um m°M op oopm ore e+.. rtL olaw■•IIA autos 3 000 00 I A EXCESS AUTO Y YXSA HOU16013 -PMXYI 3 000 000LABUITY 1/1/2014 1/1/2015 coMBINEDSINMELIMIT$9,000,000 (EACH ACCIDENT) DlSCRIPTiDrt OP OPEMTIONS 1 LOCATIOIN/V@SCLla gAtlwh ACORD 101,Addltlonal Rsnrrb Setrduy,M non spsee Y BLANKET WAIVER OF SUBROGATION IS GRANTEp IN FAVOR OF CERTIFICATE HOLDER ON AI.L 1'O CLIMES gll'�gE N,Ip TO TFIE EXT�. REpUIRED HY WRITTEN CONTRACT WHERE PERMISSIBLE BY IAA. CERTIFICATE HOLDER I3 NAMED AS ADDTITONAL 11VSURED (EXCEPT FOR WORKFJIS'COMPEL)WHERE AND TO THE EXTENT REQUIRED BY WWITEN CONTRACT. i AP � AECEIVEp D . CERTIFICATE HOLDER MAY CANCELLATION ' •"; 'G C 0 '; Y,+: *r SHOULD ANY OF THE AMM DESCRIBED POUCft!R CANCELLED BEFORE THE EXPIRATION DATE TH WoP,NOTICE WILL sB OR,wElldp IN ACCOROMM WITH THE POLICY PROVISIONS. 3436215 AUTHOR1281 REFRESEt1TATNE MONROE COUNTY BOARD OF COUNTY COMMISSIONERS 1100 SIMONTON STREET KEY WEST FL 33040 ACORD 26(2010/0s) 01988-2010 ACORO CORPORATI ,All rights reserved The ACORD name and logo are registered marite of ACORD Extension and Amendment 5 to the Amended and Restated Haul-out-Transfer Stations Onerations and Maintenance Agreement This Extension and Amendment 5 to the Amended and Restated Haul-Out, Transfer Stations,Operations and Maintenance Agreement dated May 21, 2014 is entered into this day I Ph day of September, 2024 between Waste Management Inc, of Florida ("WM") and Monroe County Board of County Commissioners("County"or"BOCC"). WHEREAS, the County entered into the Amended and Restated Haul-Out, Transfer Stations, Operations and Maintenance Agreement (Agreement) on May 21, 2014, as amended March 18, 2015, May 20, 2015, April 20, 2022 and July 20, 2022; and WHEREAS,the Agreement provides that either party may request for renewal of the Agreement for one additional period of five years on the terms and conditions set forth herein and if approved a formal amendment must be executed by the parties; WHEREAS, WM has agreed to extend the Agreement for an additional 5 year period with an adjustment to the operation and disposal fee, an revision to the Consumer Price Index (CPI)adjustments,and WM will no longer provide a discounted rate for Islamorada Waste; WHEREAS,the parties wish to extend this Agreement for an additional 5 years period and to amend the terms as noted below; NOW THEREFORE, in consideration of the promises and the mutual obligations undertaken herein, the parties hereby agree as follows: I. The Term of the Agreement shall be extended for an additional five(5)year period to September 30, 2029. 2. Section 2.04(b)of the Agreement shall be amended to read as follows: (b) Facility Repair and Maintenance. The County agrees to continue leasing the Facility to the Operator during the term of this extension agreement. The Operator shall be responsible for routine repair and maintenance at the Facility. The responsibility for repair and maintenance means that the Operator, at its expense, must:(i)keep the Facility in good repairand maintenance and keep on hand an adequate supply of any and al I spare and replacement parts to assure that the Facility will be operated in accordance with this Amended and Restated Monroe County Haul Out, Transfer Stations Operations and Maintenance Agreement; (ii) promptly repair any serious damage to the Facility caused by the Operator; and (iii) perform the County's reasonable requests regarding special housekeeping efforts in and around the Facilities and Facilities' sites. Notwithstanding the foregoing, any repair or replacement to each Facility costing in excess of$30,000 annually shall be the financial responsibility of the County. At all times, the Operator must: (i)operate the Facility incompliance with all applicable federal, state and local laws, rules, regulations,and permits; (ii) promptly notify the County if the Facility should be seriously damaged,without regard to cause. 3. The operation and disposal fee as set forth in Section 3.01-Operation and Disposal Fee 1 shall be amended to reflect that the County,effective October 1, 2024, shall pay the Operator an operation and disposal fee of$125.00 per ton. 4. Section 3.03 shall be revised to add the following: Effective October 1, 2025, the Operation and Disposal Fee will be adjusted annually in accordance with the Water, Sewer,Trash, CPI, but the adjustment shall be at no more than a 7% increase annually (and no negative CPI adjustment shall be allowed). 5. Section 3.04 Disposal Fee for Islamorada's Solid Waste shall be revised/deleted effective October 1, 2024. 6. This agreement shall be amended to include"removal"of all references to the "Operation Plan"and"Design and Construction Contract. 7. Section 6.11 Notices,the Operator's new address is as follows: As to the Operator: Waste Management Inc. of Florida 1800 N. Military Trail, Suite 201, Boca Raton, FL 33431 8. The remaining terms of the Agreement, as amended, remain in full force and effect. IN WITNESS WHEREOF,each party has caused this Agreement to be executed by its duly authorized representative on the day and year first above written. (SEAL) BOARD OF COUNTY COMMISSIONERS Attest: KEVIN MADOK, Clerk OF MONROE COUNTY, FLORIDA By: By: As Deputy Clerk Mayor Attest: WASTE MANAGEMENT INC. OF FLORIDA B � � B Lisa w ilva, Asst. Secretary David My an Pr ent Js . 2 AFFIDAVIT ATTESTING TO NONCOERCIVE CONDUCT FOR LABOR OR SERVICES Entity/Vendor Name: Wen Vendor FEIN: -i CA 14,51 16 i c� y- ror Vendor's Authorized Representative: '� rro,,r►� �" '��;� �t� 1 (Name and Trt1e) Address: t� f�f t .r 1 �+e ?4 N City. �������� �"'... State: w L Zip: �e �k 1 G mm.... Phone Number: ,,,,........ . � Email Address: . m ,� tm� ,„ _._. As a nongovernmental entity executing, renewing, or extending a contract with a government entity, Vendor is required to provide an affidavit under penalty of perjury attesting that Vendor does not use coercion for labor or services in accordance with Section 787.06, Florida Statutes. As defined in Section 787.06(2)(a), coercion means: 1. Using or threating to use physical force against any person; 2. Restraining, isolating, or confining or threating to restrain, isolate, or confine any person without lawful authority and against her or his will; 3. Using lending or other credit methods to establish a debt by any person when labor or services are pledged as a security for the debt, if the value of the labor or services as reasonably assessed is not applied toward the liquidation of the debt, the length and nature of the labor or service are not respectively limited and defined; 4. Destroying, concealing, removing, confiscating, withholding, or possessing any actual or purported passport,visa,or other immigration document, or any other actual or purported government identification document, of any person; 5. Causing or threating to cause financial harm to any person; 6. Enticing or luring any person by fraud or deceit; or 7. Providing a controlled substance as outlined in Schedule I or Schedule II of Section 893.03 to any person for the purpose of exploitation of that person. As a person authorized to sign on behalf of Vendor, I certify under penalties of perjury that Vendor does not use coercion for labor or services in accordance with Section 787.06. Additionally, Vendor has reviewed Section 787.06, Florida Statutes, and agrees to abide by same. Certified Hy: " 1 1 I'­"r-' ` r-22 ,who is authorized to sign on behalf of the above referenced company. Authorized Sinature: Print Name. Title ,fie"` ,,,,,, R,r l Tv 1. . m VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES LISTS Project Extension and Amendment 5 to the Amended and Restated Haul-out,Transfer Stations Operations&Maintenance Agreement, Description(s): and Extension and Amendment to the Restated and Amendment Recyclables Disposal and Operations Agreement Respondent Vendor Name: Waste Management Inc,of Florida Vendor FEIN: 59-1094518 Vendor's Authorized Representative Name and Title: David MMM hap President,,,,,,,,,,,,,,,,,,,,,,,,,,_,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,_ Address 1800 N. Mtlttar Trail Suite 201m City ....,Boca Rato..n State „Florida Zip: 33131 Phone Number: 954-9$4-2035 Email Address: Dmyhan(,a),wm com Section 287.135, Florida Statutes prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of any amount if, at the time of contracting or renewal, the company is on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, Florida Statutes, or is engaged in a Boycott of Israel. Section 287.135, Florida Statutes, also prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of $1,000,000 or more, that are on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector Lists which were created pursuant to s. 215.473, Florida Statutes,or is engaged in business operations in Cuba or Syria. As the person authorized to sign on behalf of Respondent, I hereby certify that the company identified above in the Section entitled"Respondent Vendor Name" is not listed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel and for Projects of$1,000,000 or more is not listed on either the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List,or engaged in business operations in Cuba or Syria. I understand that pursuant to Section 287.135, Florida Statutes,the submission of a false certification may subject company to civil penalties, attorney's fees, and/or costs. I further understand that any contract with the County may be terminated, at the option of the County, if the company is found to have submitted a false certification or has been placed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel or placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List or been engaged in business operations in Cuba or Syria. Certified By: . David M Mhan ,who is authorized to sign on behalf of the above r enced comps y. Authorized Signature:.... a3, Print Name: David M. Mhany y n Title: President Note:The List are available at the following Department of Management Services Site: „es , information/convicted cted sus . ...� .w,�. _ ........... penm diicri suao[c�t,,,�o ,. tlntrir7,J,t1; �1 ACORN® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDNYYY) 1/1/2025 12/13/2023 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(ies) must have ADDITIONAL INSURED provisions or 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 LOCKTON COMPANIES NAME:ACT 3657 BRIARPARK DRIVE,SUITE 700 PHONE FAX HOUSTON TX 77042 (A/C,No,Ext: (A/C,No E-MAIL 866-260-3538 ADDRESS: INSURERS AFFORDING COVERAGE NAIC# INSURER A: Indemnity Insurance Co of North America 43575 INSURED WASTE MANAGEMENT HOLDINGS, INC.&ALL AFFILIATED, INSURER B: ACE American Insurance Company 22667 1300299 RELATED&SUBSIDIARY COMPANIES INCLUDING: INSURER C: ACE Fire Underwriters Insurance Company 20702 WASTE MANAGEMENT OF THE FLORIDA KEYS,INC. ycEPiorei yandcasratrytnsruanoeconany 125 TOPPINO INDUSTRIAL DRIVE INSURER D: 20699 ROCKLAND KEY FL 33040 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 3436215 REVISION NUMBER: XXXXXXX 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 ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MM/DDNYYY MM/DD LIMITS B X COMMERCIAL GENERAL LIABILITY Y Y HDO G48902339 1/1/2024 1/1/2025 EACH OCCURRENCE $ 5,000,000 CLAIMS-MADE�OCCUR PREMISES(Ea occurrence) $ 5,000,000 X XCU INCLUDED MED EXP(Any one person) $ XXXXXXX X ISO FORM CG00010413 PERSONAL&ADV INJURY $ 5,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 6,000,000 POLICY JJECT Fx LOC PRODUCTS-COMP/OPAGG $ 6,000,000 OTHER: $ B AUTOMOBILE LIABILITY Y Y MMT H10822294 1/1/2024 1/1/2025 (Ea eBINEDtSINGLE LIMIT $ 1,000,000 ANY AUTO BODILY INJURY(Per person) $ XXXXXXX A TU OS ONLY SCHEDULED BODILY INJURY(Per accident $ XXXXXXX AUTOS ONLY X NON ONLY (PeOr PROPERTY DAMAGE $ XXXXXXX xi MCS-90 $ XXXXXXX D X UMBRELLA LIAB X OCCUR Y Y XEU G27929242 009 1/1/2024 1/1/2025 EACH OCCURRENCE $ 15,000,000 EXCESS LIAB CLAIMS MADEAGGREGATE $ 15,000,000 DED RETENTION$ $ XXXXXXX A WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y WLR C55517010(AOS) 1/1/2024 1/1/2025 X STATUTE ER B ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N WLR C55516881(AZ,CA&M 1/1/2024 1/1/2025 C OFFICER/MEMBER EXCLUDED? NN N/A` SCF C55517083(WI) UU2O24 UU2O2S E.L.EACH ACCIDENT $ 3,000,000 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 3,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT 3,000,000 B EXCESS AUTO Y Y XSA H10822233 1/1/2024 1/1/2025 COMBINED SINGLE LIMIT LIABILITY $9,000,000 (EACH ACCIDENT) DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) BLANKET WAIVER OF SUBROGATION IS GRANTED IN FAVOR OF CERTIFICATE HOLDER ON ALL POLICIES WHERE AND TO THE EXTENT REQUIRED BY WRITTEN CONTRACT WHERE PERMISSIBLE BY LAW. CERTIFICATE HOLDER IS NAMED AS AN ADDITIONAL INSURED ON ALL POLICIES (EXCEPT FOR WORKERS' COMP/EMPLOYER'S LIABILITY)WHERE AND TO THE EXTENT REQUIRED BY WRITTEN CONTRACT.ADDITIONAL INSURED IN FAVOR OF MONROE COUNTY BOCC(ON ALL POLICIES EXCEPT WORKERS' COMPENSATION/EL) WHERE AND TO THE EXTENT REQUIRED BY WRITTEN CONTRACT. T 8. 2. T' DATE--.,- CERTIFICATE HOLDER CANCELLATION WAb :_ __. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 3436215 AUTHORIZED REPRESENTATIVE MONROE COUNTY BOARD OF COUNTY COMMISSIONERS 1100 SIMONTON STREET KEY WEST FL 33040 ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION.All rights reserved The ACORD name and logo are registered marks of ACORD