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Item C03 C3 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: C3 2023-2850 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 Recycling haul out 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 recycling process services and authorization to exercise the exemption from competitive bidding provisions for recycling haul out services. ITEM BACKGROUND: The County entered into the Restated and Amended Recyclables Disposal and Operations Agreement (Agreement) on May 21, 2014. The Agreement allows for an extension to the Agreement for an additional five (5)year period. WM has agreed to extend the Agreement for an additional 5 year period with an adjustment to the disposal fee, an revision to the Consumer Price Index (CPI) adjustments. 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 approved the Agreement on May, 21. 2014. INSURANCE REQUIRED: Yes CONTRACT/AGREEMENT CHANGES: See attached extension and amendments. STAFF RECOMMENDATION: Approval DOCUMENTATION: 2014 RECYCLING HAUL OUT AGREEMENT 2014-10-01 WM recycle disposal operations contract.pdf HAUL OUT RECYCLING SIGNED 8-22-2024 MONROE COUNTY EX AMEND TO RESTATED AMEND RECYCLE OP S 2024.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 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, updated COIs will be provided upon approval. Additional Details: � s RESTATED AND AMENDED RECYCLABLES DISPOSAL AND OPERATIONS AGREEMENT BETWEEN MONROE COUNTY AND WASTE MANAGEMENT INC. OF FLORIDA THIS AGREEMENT dated 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 NW 48th Street, Pompano Beach, FL 33073, and Monroe County (the "County") a political subdivision organized and existing under the laws of the State of Florida,with offices located at 1100 Simonton Road,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, is seeking a long-term, cost effective, solution to processing,transportation and marketing of recyclables and other such operations as may be available;and WHEREAS,the Operator has offered new financial incentives including limited CPI increases,an annual $50,000 rebate, and a 40% share of revenue over average market value when such average is greater than$98 per ton,and WHEREAS,because of the new financial incentives offered,the County has agreed to restate and amend and extend the Recycling Operations Agreement WHEREAS, the parties have agreed to enter Into a Restated and Amended Recycling Operations Agreement pursuant to the terms described herein. 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 this Agreement,following terms shall have the meanings set forth below: "Agreement"means this Recyclables Operations Agreement between the Operator and the County, Including the Schedules and any written amendments to either. "Board of County Commissioners"means the governing Board of the County. "Change in Law" means(a) the enactment,adoption,promulgation,modification,or effectiveness of any federal,state,county or local law,ordinance,code,or regulation following the contract date which materially affects the performance or cost of performance of the Contract. c t Change in Law also means (b) the Imposition of any new material condition or the Issuance or renewalof any of permit or license. "County"means the Board of County Commissioners,Monroe County,Florida. "Daily Weight Records"means those records which are maintained on a daily basis relating to the County scales located at a Facility Site or used by Facility Site. "Fiscal Year"means the period 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 Conversation and Recovery Act, ("RCRA") 42 U.S.C. Sec. 6901 et set., Chapter 403, Florida Statutes, or Chapter 27 of the Broward County Code of Regulations as Hazardous Waste, or any other applicable state,Federal or local law, rule or regulation permit. "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. "Receiving Time" means the period during which Recyclables may be delivered to the Recyclable Facility Site. Unless changed by mutual agreement of the County and Operator, the Receiving Time Is Monday through Saturday, 8:00 a.m.to 4:00p.m. The Recyclable Facility Sites shall be closed on Christmas Day, New Year's Day,Thanksgiving Day,July 4,and Labor Day. "Recyclables"or "Recyclable Material"means those materials which are capable of being recycled and which would otherwise be disposed of as solid waste. Such Recyclables are: (i) newsprint, (ii) old corrugated containers("OCC"), (iii) office paper, (iv) mixed paper, (v) magazines, (vi) phone books, (vii) mixed plastics, (viii) flint glass,amber glass,green glass, (ix) aluminum cans, (x) steel cans, (xi) scrap metal, (xii) tires, and other items that the Operator and County mutually agree In writing are Recyclables. "Recyclables Facility Site"means each of the three recyclable receiving sites ownedby the County and operatedby the Operatorunder this Agreement as follows: Key Largo Transfer Station, 1180 State Road 905 (Gulf side),Key Largo Long Key Materials Recovery Facility,Mile marker 68 Cudjoe Key Recycling Yard,Mile marker 21.5 2 "Transfer Station" means each of those facilities owned by the County at which solid waste is brought in and placed in transport vehicles for disposal at a solid waste disposal facility; such Transfer Stations are located at (i) Cudjoe Key, Mile marker 21.5, Blimp Road; (ii) Long Key, Mile marker 68; and (iii)Key Largo, 11180 State Road 905. "Unacceptable Waste" means material other than Recyclables and shall include but shall not be limited to solid waste,garbage,trash,Hazardous Waste,Infectious waste,toxic waste,or special waste.A recycle container that is contaminated with more than 10°/o of other materials shall be considered Unacceptable Waste. "Uncontrollable Circumstances"means any act,event, or condition that has had, or may reasonably be expected to have, a material adverse effect on the performance by,or the rights or the obligations of a 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, lightning, 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 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 willfulor 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 performance under this Agreement,provided that such act or event shall not be the result of the willful or negligent action of the party relying thereon and that neither the contesting in good faith of same nor the failure to so contest shall constitute or be construed as a willful or negligent action or Inaction of such Ply. (d) A partialor entire delay or failure in the provision of necessary utilities or services to a Recyclables Facility Site. (e) With respect to the Operator, any material failure of the County to- provide Information,services or any other item required to be furnished Operator In a timely manner as required by the Agreement,or material errors, omissions, changes or defects in such items. ARTICLE II AGREEMENT TERM, OPERATION OF RECYCLABLES FACILITY SITES 2.01 Commitment to Receive.Process,Transport and Market Recyclables and other Related Materials. (a) The term of this Agreement shall be for the period beginning on October 1,2014,extending for ten (10) years, and terminating on September 30, 2024. The County shall have the exclusive option, upon agreement of the Operator, to extend the Agreement by formal Amendment, upon approval by the County BOCC, upon mutually agreeable terms and conditions, for an additional five (5) year period upon one hundred 3 e � twenty(120)days written notice to the Operator prior to the expiration of the current term of this Agreement. If such written notice and formal amendment is not provided this Agreement shall terminate on September 30,2024. Monroe County shall have the right to unilaterally extend the term for a period of ninety(90)days under the same terms and conditions as set forth herein. Monroe County's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners. The Operator shall receive and process Recyclables delivered to the Recyclables Facility Sites by or on behalf of the County. (b) The Operator shall receive Recyclables delivered to each of the Recyclables Facility Sites during the Receiving Time. (c)The Operator will provide a citizens'drop-off facility at all Recyclables Facilities Sites.The operating hours of the citizens' drop-off will correspond to the operating hours of the Recyclables Facilities Sites. 2.02 Qneration of Recyclables Facility Sites The Operator shall operate and maintain the Recyclables Facility Sites 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 they are able to receive and process Recyclables in accordance with this Agreement. Operator shall have.the right to occupy and possess the Recyclables Facility Sites during the term of this Agreement. 2.03 Operation Coordinators. (a) The County shall designate an Operation Coordinator with respect to matters which 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 directedbythe Board of County Commissioners. (b) The Operator shall designate in writing a person to act as the Operator's Operation Coordinator with 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 Recyclables Facility Sites. 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 Recyclables Facility Sites in a manner consistent with applicable law and good safety practice. (b) Equipment. The Operator is responsible to provide all equipment and materials necessary to fulfill its obligations under this Agreement. 4 c � 2.05 County Visitation and Inspection of the Facility:Record Keeping Reporting: Testing (a) At any time during tern of this Agreement, the County, its agents and its representatives shall have the right to inspect, visit and to take visitors through the Recyclables Facility Sites 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). (b) The Operator shall provide the County with data concerning the number of tons of acceptable Recyclables that are processed, transported and marketed so that the County may utilize this data to prepare reports on the diversion of waste for the Florida Department of Environmental Protection. (c) 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 County shall, 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 Recyclables Facility Sites hold the Operator harmless in the event of Injury to such person or his/her property unless due to the negligence of Operator. Such Individual shall not disclose or use any confidential information of the Operator other than for the purpose for which it was furnished,unless disclosure is requiredby applicable law. 2.06 Acceptable Recyclables. (a) Recyclable Materials separately collected by or on behalf of the Comity shall be subject to delivery to the Recyclables Facility Sites. The County hereby guarantees to the Operator that it shall cause Recyclables to be delivered each Recyclables Facility Site during the Receiving Time. (b) Title to any Recyclables removed from the Recyclables Facility Sites by the Operator shall remain with the County until final market. (c) Operator shall have the right to charge a processing fee (as set forth in Schedule A) to commercial entities that deliver Recyclables and related materials to the Recyclables Facility Sites. The County shall not be charged a processing fee on such Recyclables f or which commercial entities have paid the fee. 2.07 Deliveries of Unacceptable Waste. (a) The County shall use its best efforts to cause only Recyclables to be delivered to the Recyclables Facility Sites. Inadvertent deliveries of Unacceptable Waste to the Facility shall not constitute a breach of the County's obligations hereunder. Deliveries may contain up to ten percent(10%) of other materials and be considered as acceptable waste. Nothing contained in this Section shall limit the right of the Operator to reject, refuse to accept or revoke acceptance of any Unacceptable Waste at the Recycling Facility Sites. The Operator shall use reasonable efforts to 5 identify the hauler that transported the Unacceptable Waste to the Recyclable Facility Site and shall notify the County of same. The County shall remove or cause to be removed any Unacceptable Waste or loads of Recyclables contaminated with Unacceptable Waste or portions thereof that Operator has rejected, refused to accept or for which it has revoked acceptance.In the event that County instructs Operator to remove, transport, dispose or manage such Unacceptable Waste, and Operator agrees to do so, County shall pay Operator for the costs incurred for same. Contaminants separated by Operator from Acceptable Waste shall be disposed lawfully by Operator and County shall pay the applicable disposal rate for same. (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 Unacceptable Waste in any quantity or form or in bulk or constituting a substantial and visible part of a load of Recyclables. 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 waste shall not constitute a breach of the County's performance hereunder. (c) To the extent that the County has control or is otherwise responsible for delivery of unacceptable waste, the County shall be responsible for any damage, delay or costs incurred by the Operator as a result of the delivery of Unacceptable Waste to the Recyclables Facility Site and the County shall indemnify the Operator in accordance with Section 6.04(c). The Operator shall notify the County of any Unacceptable Waste delivered to the Recyclables Facility Site. Upon receipt of notice, the County or Operator shall cause the prompt removal of such Unacceptable Waste, which shall be processed at the current rate of disposal for solid waste. The Operator shall have no responsibility to remove, transport or dispose of any Unacceptable Waste delivered to the Facility although such removal,transport and disposalmay be handled pursuant to the provision of the Haul-out, Operation and Maintenance agreement between the Operator and the County. 2.08 Receiving and Operating Hours. (a) The Operator shall keep the Recyclable.Facility Sites open for receiving Recyclables during the Receiving Time. (b) The Operator may request and accept subject to County approval the delivery of Recyclables 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. The Operator will reimburse the County for overtime costs resulting from such extended Receiving Time should a weigh master or other County employee be required. 2.09 Weighing Equipment and Recordkeeping. (a) The County shall maintain weighing scales at the entrance to or adjacent to each Recyclables Facility Site for the purpose of determining the total tonnage of Recyclables delivered. (b) The County shall maintain a weight record containing the weight,date, time 6 and vehicle identification of each vehicle entering and exiting the Recyclables Facility Site 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 semiannually and if necessary recalibrate such scales accordingly. Copies of the results of such test 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 equipment is incapacitated or is 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. 2.10 Storage. Recyclables shall be placed in the storage area designed for that purpose. 2.11 RESERVED 2.12 Equipment Parking The County shall designate areas at each Recyclables Facility Site 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 by the County. ARTICLE III COMPENSATION, FEES PERFORMANCE GUARANTEES AND PENALTIES 3.01 Compensation and Processing Fee A.Compensation 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 increases as allowed and specified herein: Year 1 $389,500 Year 6 $409,200 Year 2 $389,500 Year 7 $419,400 Year 3 $399,200 Year 8 $429,900 Year 4 $399,200 Year 9 $440,600 Year 5 $409,200 Year 10 $451,700 Total Estimated Amount: $4.14 Million 7 e � These numbers represent estimated numbers only, and are based on estimated quantities of materials and CPI 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. The County anticipates the tons of recyclable materials to substantially increase after delivery of the recycle carts to County residents, and therefore the estimates listed above may substantially increase. B.Processing Fee The County is currently paying the Operator a processing fee of$73.92 per ton of recyclable materials delivered to the Facility. The $73.92 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 Recyclables Agreement, the disposal fee shall be adjusted based on the percentage change in the Miami/Ft. Lauderdale All Urban Consumers All Items Price Index published by the United States Department of Labor, Department of labor Statistics for the previous March 1 —February 28 time period. For years when a CPI is authorized,the Processing Fee shall be based on the percentage change in the Urban Consumer Price Index published by the United States Department of Labor,Department of labor Statistics for the previous March 1 —February 28 time period. CFI increases are authorized as follows. Years 2,4,and 6 No CP1 Increase Authorized Years 1,3,5,7,9,and 10 CPI Increases Authorized.Not to Exceed 2.5% C. Rebate. The Operator shall pay the County a lump sum of$50,000 annually on October 1. D. Share of Revenue The Operator shall provide 40%of the revenue from the sale of recyclable materials when the average market value is greater than or equal to$98/ton. Such payment shall be made quarterly to the County, and shall be based on the quarterly market average. The Operator shall provide an annual report and statement that indicates the number of tons of recyclable materials processed, the monthly market value,the rebate and share of revenue funds paid to the County. 3.02 Reserved 3.03 Billing Statement. At the end of each calendar month, the operator shall provide a billing statement In accordance with this provision. This statement shall set forth the total tonnage received at the Recyclables Facility Sites, according to the weight recorded and certified at the scales for the month then ended times the Processing Fee charged per ton in accordance with this Agreement 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 with fifteen(15) days following the receipt of such statement, but the County shall otherwise comply with the Local Government Prompt Payment Act 218.70,Florida Statutes. C 3.05 Performance Guarantees. Operator shall operate the Recyclables Facility Sites in a manner that they are capable of accepting and processing up to an aggregate of 20,000 tons of Recyclables per year. 3.06 Com1y Non-performance. If during any monthly billing period due to the fault of the County , a Recyclables Facility Site is temporarily shut down, either partially or totally, or is otherwise unable to receive or process Recyclables,the Operator shall use its reasonable best efforts to receive,process and/or dispose of Recyclables to the extent possible,and the County shall pay such costs, losses and damages as shall be claimed by the Operator. During such events,the Operator shall use its reasonable best efforts to reduce expenses and mitigate losses during a period of non-operation or partial operation due to the County's fault. 3 .07 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 owed or otherwise obligated monies)If such party is prevented or delayed in the performance of such obligation 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 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. 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 Recyclables Facility Sites. 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 Sites. 4.02 Insurance During Aerations: (a) The Operator shall maintain all insurance coverage as mutually agreed to under Section 4.02(b) during the term of this Agreement. The costs of all such insurance, including any deductibles shall be paid bythe 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: (i) Premises/operations; (ii) Contractual liability applicable to the Indemnities in this Agreement; (iii) Products/Completed Operations Hazards; (iv) Independent Operators; (v) Environmental Impairment; (vi) Personal injury, (vii) Deletion of the Explosion,collapse and underground hazards exclusion; (viii) 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 Recyclables Facility Sites, 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 $10,000,000 per occurrence and, as applicable, in the aggregate. (5) All Risk Property Insurance covering 100% of the Recyclables Facility Sites replacement cost. (c) Additional Named Insured's. 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 Interestmay appear in accordance with the contracts and agreements(related to the Recyclables Facility Sites) to which they are a party. (d) pecialInsurance Provisions.With respect to the insurance specified in this Section 4.02. (1) Such coverage shall not be canceled or materially changed without giving the County thirty (30) days. zo (2) Addition named Insured's shall have the option of paying any insurance premium in order to prevent cancellation of insurance's 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 insured set forth In Section 4.02(c) shall have the unilateral right to make an insurance settlement under the policies of insurance's set forthherein. (4) If at any time the insurance's 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 Operator fails 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, prior to the first day of the term of this Agreement, 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 that fact to the County. (e) With respect to the interests of the additionalnamed insured as 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 insured regardless any breach or violation of any warranty, declaration of condition contained in such insurance by the named insured. (f) 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 other insurance's that are carried (or self-insurance) by the Operator or by any additional named insured a s set forth In Section 4.02(c), with respect to their interests in the Facility Site 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. County and Contractor agree that there will be no discrimination against 11 any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred,this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or Contractor agree to comply with all Federal and Florida statutes,and all local ordinances,as applicable,relating to nondiscrimination. These include but are not limited to: 1)Title VI of the Civil Rights Act of 1964(PL 88-352)which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended,relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended,relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Ch. 13, Art. VI, prohibiting discrimination on the bases of race, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11)any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to,or the subject matter of,this Agreement. Notwithstanding the forgoing, 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 part 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. ARTICLE V DEFAULT AND TERMINATION 5.01 Remedies for Breach. 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 Recyclables Facility Sites as herein specified,operation of the same in violation 12 of any applicable and material 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 of the Operator to provide the Insurance as required by Section 4.02, and disregard for laws,ordinances,rules, regulations or orders of any public authority having jurisdiction over the Recyclables Facility Sites, or the Operator's obligations under this Agreement. However,the failure of the Facility to operate at the level of the performance requirements of Section 3.05 shall not be an Event of Default If(i) no Event of Default described In paragraph(b)(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) In the event the Operator fails to operate the Recyclables Facility Sites at a level in accordance with the performance requirements of Section 3.05 for a period of two (2) consecutive months, provided that County has delivered or caused to be delivered, Recyclables materials for processing. Any such default shall be cured if the Operator shall develop a reasonable corrective plan intended to restore performance to an acceptable level within 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(b)(1)unless the Operator can demonstrate that it has properly operated and maintained the Recyclables Facility Sites in accordance with prudent operating practices, the Operator shall be liable for costs associated with the failure to perform during the extension period. (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 consenting to or acquiescing in the appointment 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). However, no event of default shall occur under this Section 5.03(a)If the County shall, within s i x t y (60) days of the failure to perform, prepare a reasonable corrective plan intended to 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. 13 (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; unless a dispute resolution is 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 Recyclables Facility Sites. (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"as necessary for and limited to the operation of the Recyclables Facility Sites;(b) supply at a mutually agreeable fair market value, any proprietary components needed for continuing the operation of same; (c) assign,if not prohibited,for the benefit of the County or any replacement operator, all maintenance and supply contracts;(d) assist the County or any 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 Recyclables Facility Sites; (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 Recyclables Facility Sites; and (f) grant to the County or any replacement operator access to the Recyclables Facility Sites for the purpose of operating and maintaining the same. The Operator shall be entitled to payment of its processing 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 14 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 Thirty(30) days written notice to the County. County shall be responsible for and shall pay Operator damages, losses,costs, and expenses, relating to such Default, together with reasonable attorneys' fees and costs. 5.06 No Liability for Uncontrollable Circumstances. Neither the County nor the Operator shall he liable to the other for any failure or delay in performance of any obligation under this Agreement(except the 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 party 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 Mariner of Termination Payment Within thirty (30) days following completion of the term of this Agreement, the County and the operator shall reconcile all amounts then due and payable to each other under the provisions 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 nevertheless be timely paid such amounts which are not in dispute. Any remah I ing 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 Agreement shall commence on, October 1, 2014 and continue until September 30,2024. This Agreement may be renewed for up to one additional five(5)year period on the terms and conditions set forth herein by mutual agreement of the parties. 6.02 Assignment. (a) It is expressly understood and agreed that this Agreement 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 approvalof the County. (b) Upon written notification to and subject to written approval by the County, the z5 Operator may subcontract or assign performance required hereunder. The Operator guarantees compliance by such subcontractors and assignees with the requirements of this Agreement, provided that the limitations on the Operator's liability set forth in the Agreement constitutes the aggregate limit of liability of the Operator and its related or affiliated entitles to the County. The County shalt not unreasonably withhold approval of any requested subcontract or assignment. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provision 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 reasonable best efforts to resolve any dispute or controversy by mutual agreement. Except as otherwise expressly providedherein, 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 (c) Any civil proceeding or other action commenced to enforce this Agreement shall be filed in any court having jurisdiction thereofand 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,judgments, losses, costs, expenses, suits, or actions and reasonable attorney's 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, 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 Recyclables 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 i6 Act,42 U.S.C., Sec.9601 et sea. 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 Recyclables 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 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 Party. 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 subcontractors for any and all loss or damage to each other resulting from the performance of this Agreement, which is covered by valid and collectible insurance policies, but only to the extent to which such loss or damage Is actually recovered under such insurance policies. (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 providesuch Infonnation, 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 z7 termination of this Agreement. 6.07 IndustrialPropert Rights. The Operator and the County agree to hold in strictest confidence not to disclose to third pasties 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 part, 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 the State of Florida and is authorized to carry on the governmental functions and operations as contemplatedby 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(i) have been duly authorized,(ii) 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 contemplatedby 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 of 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 the Recyclables Facility Sites pursuant to the i8 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,subconsultants, 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 Recyclables Facility Sites. 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 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 Recyclable Facility Sites. All documents prepared by or for the Operator pertaining to the Recyclable Facility Sites for the purpose of operating and maintaining the Recyclable Facility Sites 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 mall, postage prepaid, as follows: As to the Operator. President Waste Management Inc. of Florida 2700 Wiles Road Pompano Beach,FL 33073 As to the County: County Administrator Monroe County 1100 Simonton St,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 writtennotice to the other party. 6.12 Waiver. ig The waiver by either party 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 or 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 Recyclable Facility Sites,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. 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. xo 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. The Operator shall provide a performance bond in the amount of$300,000 Issued by a surety or Insurance company licensed or authorized 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 of Section 5.02 hereof, and the County receives payment from the surety, the Operator's liability for any and all obligations hereunder shall be limited to said amount paid under the performance bond. 6.21 Forms. The following documents awattached to this Contract and shall be executed annually on January I each year of the Contract term: Schedule A Ethics Form Schedule B Drug Free Workplace Form Schedule C Public Entity Crimes Form Schedule D Non Collusion Affidavit 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 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 21 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. (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. The County shall have the right to unilaterally cancel this Agreement upon violation of this provision by the operator that in not timely cured. 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 22 performance of such functions and duties of such officers, agents, volunteers or employees outside the territorial limits of the County. 6.28 LeLyal Oblieations And Responsibilities: Non-DeleL-ation 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 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,and Ethics Statement,and a Drug-Free Workplace Statement. 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 23 arbitration proceedings related to this Agreement or any Attachment or Amendment to this Agreement. 6.33 Bindine Effect The terms, covenants, conditions and provisions of this Agreement shalt 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 Public Awareness Program The Operator shall assemble a website and maintain a website in the form of a public outreach dashboard, and regularly input information,provided by the County, regarding the services,activities and tonnage of recycle materials processed. Additionally, the Operator shall assist the County with a Public Awareness Program by distributing door hangers, stickers, flyers or other media to residential and commercial customers as requested by the County. IN WITNESS WHEREOF,the parties have caused this Agreement to be executed by their duly authorized officers or representatives as of the day and year first above written. MONROE COUNTY,FLORIDA • - - ��'. By: +- e Circuit eourt Mayor MONROE COUNTY ATTORNEY � PROVED AS TO FORM: Approved by Office of General Counsel I f As to Form and Legal Sufficiency LI or11'1�c',c 1 g Y CHRISTINE M. LIMBERT-BARROWS ASSISTANT u TyNTY ATTORNEY As to the Operator Date WASTE MANAGEMENT INC OF FLORIDA ATTEST: Corporate Seal \ / —- By: T awkins, President SCHEDULE "A" SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY; FLORIDA ETHICS CLAUSE Waste Management Inc. of Florida warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former county officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any county officer or employee in violation of section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County may,in its discretion,deduct from the contract or purchase price,or otherwise recover, the full amount of any fee, commission,percentage, gift, or consideration paid to the former county officer or employee—. -- - - — --- WASTE MAN GEMENJ INC. OF FLORIDA By: i ure) . HAWKINS, PRESIGL;,v i Date: ` O)IJj STATE OF COUNTY OF h�► N`0 Subscribed and sworn to (or affirmed) before me on 2014 by I { 5 (name of affiant). He/She is personally personally knowLi to me or has produced as identification. (Type of identification) L-aic NOTARY PUBLIC SUM CHRISTA N MY COMMISSION t FF 06MG * * EXPIRES:January 29-2018 BMMTtn BWPNQ"Services 25 'KIP SCHEDULE"B" DRUG-FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: Waste Management Inc. of Florida (Name of Business) 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 re uir nen% q 11 MIk3ERAF,rtT INC.OF FCdRIt1A�Si � By: RESIDENT Date:poftl STATE OF: � l\L7r-y COUNTY OF: '� w Subscribed an sw (or) ffin�t� before me on I 1 D � (date) by I Y� j, jJ (name of affiant). He/She is personally known to me or has produced (type of iden 1 anon as i tifipation. NOTARY PUBLI SUSM CHRISTA JOHNSON My Commission Expires: COItIS31ON f FF 06530 26 OF"jda Bonded TNV IV*Nodry Senixt .cr SCHEDULE"C" 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 MANAGEMENT INC. OF FLORIDA By: TIMOTHY B. HAWKINS, PRESIDEN i ture) Date: ` STATE OF: COUNTY OF: WIilJ — Subscribed and sworn to(or affirmed)before me\\on i r itic (date)by`�j HAW�IU 5 (name of affiant). He/She is personally known to me or has produced (type of identification)as identification. NOTARY PUBUC SIISAN CNRISTA JOHNSON My Commission Expires: * * W COMMISSION t FF OM EXPIRES:January 29,2018 af''Fa FnY Bonded Thru Budgd Ndry Service 27 SCHEDULE"D" NON-COLLUSION AFFIDAVIT of the city of �� 4 I'WD r*, according to law on my oath, and under penalty of perjury,depose and say thaw._. . WASTE MANAGEMENT INC. OF FLO01bA a.I am 1 of the firm of the bidder making the �op�����th�L prgjec�described in the Request for Proposals for f 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. TIMOTHY B. HAWKINS, PRESIDENT (Signature) l Dater` STATE OF: lbw '� COUNTY OF: Lo Subscribed and swom to(or affirmed)before me on (date)by (name of affiant). He/She is personally known to me or has produced (type of identification)as identification. NOTARY PUBLIC SUSAN CHRISTA JOHMN # * MY COMMISSION i FF 06M EXPIRES:January 29,2018 My Commission Expires: "'Eu�e���o' A°"dedThn,BudOetNmuysamces 28 Performance Bond Bond No: 600213 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 Three Hundred Thousand and No/100 Dollars ($300,000.00), 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 Recyclables Disposal and Operations Agreement between Monroe County 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 u e Tyler, A ey-in-Fact Jennifer S. C eland, Attorney-in-Fact (Corporate Seal) (Corporate Seal) Witness: Witness: Ano Chawla Adlakha ancy f omas ENIC Perf Bond(3/2014) EVERGREEN NATIONAL INDEMNITY COMPANY MAYFIELD HEIGHTS,OH POWER OF ATTORNEY Bond No. 600213 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 Attorneys)-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 FRMA� if `c 1 AU S By: !/ ji,� z Charles D.Hamm Jr,President *OHIO y 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. ,A jp%R1Aj +'s PENNY MBURNS NOTARY PUSLNr t �STArgOFQHI,D Comm,Expires Penny M.Burns,Notary Public APrO Q4,zo r 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 May 2014. �INo 1v' C ��JppORAiLr i� wAA Wan C.Collier,Secretary 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. CopeIand, Vanessa Dominguez, Michael J. Hetrod, 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 seat 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:Oweigned by its Vice President and Treasurer and its corporate seal to be hereto affixed this ay of Witness: Waste Management, Inc. /)4;X,4 �a. J � M�. ' Devina A. Rankin Vice President and Treasurer A� CERTIFICATE OF LIABILITY INSURANCE °" `11/2013 Utnots 12/il/2013 THIS CERTIFICATE 18 ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NE OA E COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DO HE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE C FICATE H IMPORTANT:If the certificate holder Is an ADD"M INSURED,the policAlesjaNSURERISIAffO d. It SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain pol ice mey require an endorsemon this eartMleats does not confer rights to the certificate holder In lieu of such endorsoment(s). PRODUCER LOCKTON COMPANIES,LLC 5847 SAN FELIPE,SUITE 320 HOUSTON TX 77057 No 866-260.3538 MONROB CO RTSK M NAG INS A: ACE American Insurance Commmy 22 INSURED WASTE MANAGEMENT HOLDINGS,INC.3 ALL AFFILIATED, INSURER a: Indemity Insurance Co of North America 43575 1300299 RELATED&SUBSIDIARY COMPANIES INCLUDING: INSURER a: ACE Property A Casualty Insurance Co 2 9 WASTE MANAGEMENT OF THE FLORIDA KEYS,INC. 125 TOPPINO INDUSTRIAL DRIVE area n! ROCKLAND KEY FL 33040 C IC E REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TYPE OF INSURANCE WIN POLICY NUMBER LIMITS A GENERALLIASILnY y y HDO G2732924A 1/1n014 1/1/2015 S 5,000,000 X COMMERCIAL GENERAL LIABILITY 5 000 0 00 CLAIM34AADE X❑OCCUR MED EXP(Any onePenton) z }OOCOM 2L XCU INCLUDED PERSONAL A AOV INJURY s 5,000,000 X ISO FORM CG 00011207 GENERAL AGGREGATE s 6,000,000 OWL AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMPIOP AM s6.000.000 --NIM UK= s A AUTOMOBILE LIABILITY y Y MMT H08816025 1/1/2014 1/1/2015 'NGLEUMITs 1 000 000 X ANY AUTO BODILY INJURY(Per person) $ xxxx xx X Ab OWNED $C IULED BODILY INJURY(Per s X)CXY,'M X HIRED AUTOS X /u+,uAA i XXX}CXXX X MCS•90 s )OCKxpppx C X LsrmRELLA LIAs NCLAIMS-NIADE OCCUR Y Y XOOG27054961 1/112014 1/in015 EACH OCCURRENCE s 15 000 000 EXCESS LIABAGGREGATE s 15,000,000 DEo RETENTION i i )DC]OOCXXX AAND EMPLOYERS•Lu181LRY Y WLR C47876345 DOS) i11n014 1/1n015 XOffm ,�ryre YIN WLRC47876357 A2 CAB )1/1n014 1/1n015 el i 3000000 A LXCLUDM NIA SCFC47876369( 1/In014 1/1n015 F.L.DISEAaa•EA EMPLOYLG z 3,000,000 MOIaiTlo�"idi MOF eew EL DISEASE,PCUCY UWT s 3,000,000 A LEXCESS A O y y IXSAH09916013 1/In014 1/tn015 COMBINED SINGLE LIMIT ,000 (EACH'000 ACCIDEN) DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I(Athah ACORD 101,Addhkml Remarks Schedule,N more epaee le 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 ADDITIONAL INSURED (EXCEPT FOR WORKERS'COMPEL)WHERE AND TO THE EXTENT REQUIRED BY WRITTEN CONTRACT. op AP p MENT RECEIVED D CERTIFICATE HOLDER i - 1 , s CANCELLATION a n n . m Y SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE . ,._ C'J L':< Y,a.,Tv,. ._; THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WRN THE POLICY PROVISIONS. 3430215 AUTHORIZED REPRESENTATIVE MONROE COUNTY BOARD OF COUNTY COMMISSIONERS 1100 SIMONTON STREET KEY WEST FL 33040 ACORD 26(2010105) 01888-2010 ACORD CORPORATION.All rights reserved The ACORD name and logo are registered marls of ACORD Extension and Amendment to the Restated and Amendment Recyclables Disposal and Operations Agreement This Extension and Amendment to the Restated and Amended Recyclables Disposal and Operations Agreement dated May 21, 2014, is entered into this I I1h day, of September 2024, between Waste Management Inc. of Florida("WM"or"Operator") and Monroe County Board of County Commissioners ("County"or"BOCC"). WHEREAS,the County entered into the Restated and Amended Recyclables Disposal and Operations Agreement(Agreement)on May 21, 2014; and WHEREAS,the Agreement provides that the County shall have the exclusive option, upon agreement of the Operator,to extend the Agreement by formal amendment upon approval by the County BOCC, upon mutually agreeable terms and conditions, for an additional five(5) year period upon one hundred and twenty (120)days written notice prior to the expiration of the current term; and WHEREAS, WM has agreed to extend the Agreement for an additional 5 year period with an adjustment to the operation and disposal fee, a revision to the Consumer Price Index (CPI)adjustments, using the Water, Sewer,Trash CPI. WHEREAS,the parties wish to extend this Agreement for an additional 5 years period, and to otherwise amend the terms as noted below including to provide for termination of the agreement by the county which may be exercise upon 180 days' notice to the Operator should the County implement an alternative recycling operation and disposal program or to amend the agreement in order to lower the disposal rate if an alternative haul-out vendor can be procured to provide those services. NOW THEREFORE, in consideration of the promises and the mutual obligations undertaken herein, the parties hereby agree as follows: 1. In accordance with Paragraph 6.01 Term, the Term of the Agreement shall be extended for an additional five (5)year period to September 30, 2029. 2. Article 1, Certain Definitions, the definition of"Recyclables"or"Recyclable Material"shall be amended to state the following: "Recyclables" or"Recyclable Material"means those materials which are capable of being recycled and which would otherwise be disposed of as solid waste. Such Recyclables are: Aluminum cans and beverage containers Glass bottles and food containers—all colors • Ferrous(iron)cans Polyethylene Terephthalate (PET) Plastic containers (typically marked with the#1—narrow neck only) 1 • High Density Polyethylene (HDPE) Natural plastic containers (typically marked with the symbol#2— narrow neck containers only such as milk and water jugs) • HDPE Pigmented plastic containers (typically marked with the symbol #2 — narrow neck containers only such as detergent„ shampoo, bleach bottles) • Plastics that typically have symbols #3, #4, #5, #6, #7 — narrow and screw top containers • Mixed Residential Paper — mixed residential paper consists of a mixture of various qualities of paper not limited as to type of fiber content—acceptable fibers include newsprint,old,corrugated cardboard (to include pizza boxes, grease free and food free), magazines, catalogs, cereal boxes, shoe boxes, telephone books, printer paper, copier paper, mail and all other office paper without wax liners,, • Other items that the Operator and County mutually agree in writing are Recyclables. 3. Paragraph 2.01 Commitment to Receive, Process, Transport and Market Recyclables and other Related Materials and Paragraph 5.04 Termination of Agreement by the County shall be amended to include the following: The County may seek to implement an alternative recycling operation and disposal program. If the County implements an alternative recycling operation and disposal program, the County may terminate this Agreement upon providing one hundred and eighty (180) days notices to the Operator by electronic mail. 4. The processing fee as set forth in Sec. 3.01 B. Processing Fee shall be revised effective October 1, 2024, to$105.00 per ton of recyclables materials delivered to the Facility. 5. Paragraph 3.01 B. Processing Fee shall be revised to add the following: Effective October 1, 2025, the Processing Fee will be adjusted annually in accordance with the Water, Sewer,Trash CPI as set forth above, the adjustment will be annually and no more than a 7% increase annually(and no negative CPI adjustment shall be allowed). 6. Paragraph 3.01 C. Rebate shall be deleted. 7. Paragraph 3.01 D. Share of Revenue shall be deleted. 8. Paragraph 6.35 Public Awareness Campaign shall be deleted. 9. The remaining terms of the Agreement, as amended, remain in full force and effect. 2' 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 FLORID l 1 A Allolb 14 ,, By: By; LI a P, Silva, Asst. Secretary David Myh President .4 Y , y 3 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