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SOLID WASTE TRANSFER STATION OPERATION
AGREEMENT
BETWEEN
OKALOOSA COUNTY
AND
WASTE MANAGEMENT INC OF FLORIDA
CONTRACT SOLID WASTE TRANSFER STATION OPERATION CONTRACTNO egttgtmiddotbull~dB- Pw WASTE MANAGEMENT EXPIRES 3312016
CONTRACT C00-0408-PW WASTE lVIANAGEMENT INC OF FLORIDA SOLID WASTE TRANSFFR STATION OPER EXPIRES 03312016
1300299
I DATE MMIODNYYY)ACORDreg CERTIFICATE OF LIABILITY INSURANCA0111--- 91232010 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY ANO CONFERS NO RIGHTS UPON THE CERTIFICATE LOCKTON COMPANIES LLC 5847 SAN FELlPE SUITE 320
HOLOER THIS CERTIFICATE DOES NOT AMEND EXTEND ORHOUSTON TX 77057 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW 866-2603538 ~ INSURERS AFFORDING COVERAGE NAIC
INSURED WASTE MANAGEMENT HOLDINGS INC amp ALL AFFILIATED tNSURlRA ACE Amcrfonn Insurance Comnanv 22667 RELATED amp SUBSIDIARY COMPANIES INCLUDING INSUREl0 Indemnitv lnsurance Co of North America 43575 WASTE MANAGEMENT INC OF FLORIDA NSURERC ACE Prooerty ampOuiualty Insurance Co 20699 I08 HILL AVENUE
INSURER 0FORT WALTON BEACH lL 32548
INSURER TIHS CERTIFICATE OF INSURANCE OOES NOT CONSTITtlTE A CONmACT llETVlEN THE ISSUINGCOVERAGES FLFTWABE AJ lNSURERlt AUl lOltlleD REPRESENTATIUE 0~ PRODUCER AND lllE CER1FlGATE HOLDER
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED N01WlTH5TANDlNG ANY REQUIREMENT TERM OR CONDITION Of ANY CONTRACT OR OTHER DOCUMENT VgtnTH RESPECT TO WHICM THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS
INSR Ni~~ POLICY NUMBER 8ifii~g~~ b~yenif~~bWWft LIMllSLm TYJgt_f OF INSURANCE
GENlRAL UIBllrtv EACH OCCURREE s 5 000 ODO A x COMMERGlAL GENERAL LIABILITY HOO G24938384 112010 112011 DAMAGE TO RENTED
5000 000PRldegES 1ia oocur=nce bull-D [RJ OCCURCLAIMS MADE MED EXP Anv ono person) $ xxxxxxx-X XCUINCLUDED e-
PERSONAL ampADV INJURY bull 5000000
X ISO FORM CG 00011207 f-
GENElML AGGREGATE bull 6000000 GENLAGGREGATE LIMIT APPLIES PER
ii POl~Y [x) ~~8T lxl LOC
PRODUCTS bull COMPOP AGG bull 6000000
AUTOlOBILE LIABILITY COMBINED 5lNGlE UMIT- bull 1000000A X ANYAUfO ISA H08583742 112010 112011 (Ea accictentJ-X ALL OWNED AUTOS BODILY NIURY- (Per person) $ xxxxxxx
SCHEDULED AUTOS-X HIRED AUTOS BODILY INJURY- bull xxxxxxxX NON-0INED AUTOS (Per nciltialll) ~
X MCS-90 PlmPERTY DAMAGE- (Per accidelll) bull xxxxxxx
GARAGF LIABILITY AlfTO ONLYmiddot EA ACCIDENT xxxxxxxmiddot=i ANYAUTO NOT APPLICABLE OTHER THAN EAACC xxxxxxx AUlO ONLY AGG bull xxxxxxx
EXCESS I UMBRELLA LIABILITY EACH OCCURRENCE 15 000000 C ]] OCCUR D CLAIMS MADE xoo 024902456 112010 112011 AGGREGATE bull 15000 000
=i 0 UMBRELLA xxxxxxx orouCTIBLE FORM $ xxxxxxx RETENTION S bull xxxxxxx
WORKERS COMPENSATION X I r~JI~Iiyens 1on1shy
B ANO EMPLOYERS UABJLIYY YIN WLR C4570936A (AOS) 112010 112011 pound0
A ANV PROPRIEYORIPARlNERJEXECUillE [[] WLRC4570937I (CA) 112010 112011 EL EACH ACCIDl=NT s 3000000OFFICERMEMBER EXCLUDED
A (Mandatl)ry ln lgtJH) SCF C45709383 (WI) 112010 112011 tL DISEASE - A EMPLOYEE $ 3000000 ~es describe under
EC1Al PROVISIONS below EL 01SEASE- POLICY LIMIT 3000000 A onmn XTR HOS58J754 lilnOtO 1IJ011 COMBINbU SINGLE LlMlT
EXCESS AIJTO $9000000 LIABILITY EACH ACCJDENTI
DESCRIPTION 01 OlEMrlONS f LOCAilONS I VEHICLES f EXCLUSIONS ADDED BY ENOOttSEMENt I SPfCIAL PROVISIONS CANCELLA110N 30 DAYS RXCEPT 10 OAVS NOTICE FOR NON-PAYMENT BLANKITT WAIVER OF SUBROGATION lS GRANTED INFAVOR OF CERTIFICATE HOLDER ON ALL POLICIES WHERE AND TO THE BXTENTREQUIRED DY WRlTrEN CONTRACT WHERE PERMISSIDLI av LAW CERTIFICATE HOLDER IS NAMED AS AN ADDITlONAL lNSUREO (EXCEPT FOR WORKERS COMPEL) WHEili AND T0111E EXTENT REQUIRED BY WRlTIEN CONTRACf RE SOLID WASTE TRANSFER STATION OPERATION AGREEMErn ADDITJONAL INSURED lN FAVOR OF OKALOOSA COUNTY FLORIDA (ON ALL POLICIES EXCEPT WORTltERS COMlENSA110NEL) WH6RE AND TO TIIE EXTENT JlEQU1RED BY WRl1TEN CONTRACT
-CERTIFICATE HOLOER CANCELLATION
11010816
OKALOOSA COUN1Y l~OJUDA 84 READY AVENUE FORT WAIfON BEACH FL 32548
SHOULD ANY OF THEABOVE DESCRIBED POLIClS BE CANCELLlD SEFORE nil EXPIRAtlON
DATE THEREOF THE ISSUING INSUREft Will Et-lOEAVOR TO MAIL 30 DAYS WRITilN
NOTICE 10 THE CfmTIFICATE HOLIJ~R NAMED TO THE LEFT BUT FAILOtlE 10 00 SO SHALL
IMPOSE NO OBLIGATION OR UABIIJiY OF ANY KIND UPON 1HI INSURCrt ITS AGlNTS OR
REPRESENTATIVES
AUnlORl~DREtrtE ENTATIVE _ shy- -~~- - -
-shyACORD 25 (200901) copy 1988-2009 ACORD CORPORATION All rights reserved
ThA- ACORD name and logo are 1middotegistered marks of ACORD
CHUBB GROUP OF INSURANCE COMPANIES
Surety Department 15 Mountain View Road PO Box 1615 Warren NJ 07061-1615 CHUBB Phone 908-903-3497 Facsimile 908-903-3656
Bond No 8206-49-24 FEDERAL INSURANCE COMPANY
PERFORMANCE BOND
Amount $200000000
Know All Men By These Presents
That we Waste Management Inc of Florida 108 Hill Avenue Fort Walton Beach FL 32548
(hereinafter called the Principal) as Principal and the FEDERAL INSURANCE COMPANY Warren New Jersey a corporation duly organized under the laws of the State of Indiana (hereinafter called the Surety) as Surety are held and firmly bound unto Okaloosa County Florida 84 Ready Avenue Fort Walton Beach FL 32548
(hereinafter called the Obligee) in the amount of
Two Million and No100 Dollars --shy
($200000000) for the payments of which we the said Principal and the said Surety bind ourselves our heirs executors administrators successors and assigns jointly and severally firmly by these presents
Sealed with our seals and dated this September 23 2010 WHEREAS the Principal entered into a certain Contract with the Obligee dated 5ef1otkr 2 I 2 a10 for Solid Waste Transfer Station Operation Agreement
in accordance with the terms and conditions of said Contract which is hereby referred to and made a part hereof as if fully set forth herein
NOW THEREFORE THE CONDITION OF THIS OBLIGATION IS SUCH that if the above bounden Principal shall well and truly keep do and perform each and every all and singular the matters and things in said Contract set forth and specified to be by said Principal kept done and performed at the times and in the manner in said Contract specified or shall pay over make good and reimburse to the above named Obligee all loss and damage which said Obligee may sustain by reason of failure or default on the part of the said Principal so to do then this obligation shall be null and void otherwise shall remain in full force and effect subject however to the following conditions
NOTWITHSTANDING ANYTHING CONTAINED IN THE CONTRACT TO THE CONTRARY THE LIABILITY OF THE PRINCIPAL AND THE SURETY UNDER THIS BOND IS LIMITED TO THE TERM OF THE CONTRACT FROM March 30 2011 TO March 31 2012 ANY EXTENSIONS OR RENEWALS OF THIS BOND MUST BE CONSENTED TO IN WRITING BY THE PRINCIPAL AND THE SURETY FAILURE TO EXTEND OR RENEW THIS BOND BY THE PRINCIPAL AND THE SURETY SHALL NOT CONSTITUTE A DEFAULT UNDER THIS BOND
Any suit under this bond must be instituted before the expiration of two (2) years from the date on which final payment under the Contract falls due
lnslr 2661042 BK 2954 PG1702Page 1 of 14 Recorded 10012010 al 1210 PM RECORDING $6450 RECORDING ARTICLE V $5600
Form 15M02-0300 (Rev 11-99) Contracts with Renewal Options Page 1 of 2
DEPUTY CLERK ABUSBEE DON W HOWARDCLERK OF COURTS OKALOOSA rn1 JIIJTV JI
Bond No 8206-49-24
No right of action shall accrue on this bond to or for the use of any person or corporation other than the Obligee named herein or the hirs elreGUtDri administrators or successors of the Obligee
~-gtmiddotlaquomiddotmiddotmiddotmiddot~ bull NVate ~ag-~mnt l)c of Florica
tBy~~ 15--(ut bull L
middot~1 MilibulliaDl~igaAttorney-in-factbull
middotrf ~ t 111111111bull
_ _cmiddot- iP) FEDERAL INSURANCE COMPANY
)-----~~-middotmiddotmiddotmiddotbull
_middotmiddot E bullD_fgtB) X- _ bull ~ bullbullbull pf
f arc WBoots Jtorney In Fact
~~1f( ~ ~1 )t middot~~) middot~
____ ~middot~ middotmiddotmiddot~-~ middot middotmiddotih 1~0J bull
bullbullbull f -- lJ 1 L_bull
Form 15-02-0300 (Rev 11-99 Contracts with Renewal Options Page 2 of 2
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS that each of the entities listed on Exhibit A attached hereto (individually the Corporation) has constituted and appointed and does hereby constitute and appoint Marc W Boots Richard Covington Mark W Edwards II Robert R Freel Mary Ann Garcia Vickie Lacy PT Osburn Alisa B Pounders Stephen R Smith and Maria D Zuniga of McGriff Seibels amp Williams of Texas Inc each its true and lawful Attorney-in-fact to execute under such designation in its name and to affix its corporate seal to deliver for and on its behalf as surety thereon or otherwise bonds of any ofthe following classes to wit
I Snrety bonds to the United States of America or any agency thereof including lease and miscellaneous surety bonds required or permitted under the laws ordinances or regulations of any State City Town Village Board or any other body or organization public or private
2 Bonds on behalf of contractors in connection with bids proposals or contracts
The foregoing powers granted by the Corporation shall be subject to and conditional upon the written direction of any officer ( or any designee of any such officer) to execute and deliver any such bonds
The signatures and attestations of such Attorneys-in-fact and the seal of the Corporation may be affixed to any such bond policy or to any certificate relating thereto by facsimile and any such bond policy or certificate bearing such facsimile signatures or facsimile seal shall be valid and binding upon the Corporation when so affixed
IN WITNESS WHEREOF the Corporation has caused these presents to be signed by its Vice President Finance and Treasurer and its corporate seal to be hereto affixed this c73rcl day of
fltRkVkr 2010
Witness Waste Management Inc
Director Financial Ass Cherie C Rice Vice President Finance and Treasurer
Revised 121609
Affiliate Entity Report
Name
0842463 BC Ltd
1-800-Pack-Rat LLC
1329409 Ontario Inc
2M Investments LLC
3368084 Canada Inc
635952 Ontario Inc
Acaverde SA de CV
Acaverde Servicios SA de C V
Advanced Environmental Technical Services LLC
Akron Regional landfill Inc
Alabama Waste Disposal Solutions LLC
Alliance Sanitary Landfill Inc
Alpharetta Transfer Station LLC
American Landfill lnc
American RRT Fiber Supply LP
Anderson Landfill Inc
Antelope Valley Recycling and Disposal Facility Inc
Arden Landfill Inc
Atlantic Waste Disposal Inc
Automated Salvage Transport Co LLC
Auxiwaste Services SA
Avalon South LLC
Avalon Southwest Inc
Azusa Land Reclamation Inc
BampB Landfill Inc
Barre Landfill Gas Associates LP
Beecher Development Company
Bestan Inc
Big Belly Solar Inc
Big Dipper Enterprises Inc
Bluegrass Containment LLC
Burnsville Sanitary Landfill Inc
CampC Disposal LLC
CID Landfill Inc
CA Newco LLC
Cal Sierra Disposal
California Asbestos Monofill Inc
Canadian Waste Services Holdings Inc
Capital Sanitation Company
Capitol Disposal Inc
Carolina Grading Inc
Cedar Ridge Landfill Inc
Central Disposal Systems Inc
Chadwick Road Landfill Inc
Chambers Clearview Environmental Landfill Inc
Chambers Development Company Inc
Chambers Development of Ohio Inc
Chambers of Georgia Inc
Chambers of Mississippi lnc
Chemical Waste Management of Indiana LLC
Chemical Waste Management of the Northwest Inc
Chemical Waste Management Inc
8312010 83532 AM
Active Legal Entities
Federal ID No
20-2107163
NA-0000001
87-0681820
NA-0000003
NA-0000005
NA-0000010
NA-0000011
36-4016575
31-1595650
76-0641853
23-2383025
20-1457486
34-1355783
23-2790769
76-0590137
95-3344381
25-1249512
36-3852536
04-3735644
NA-0000013
26-3549579
26-2817237
95-2908438
20-1469925
06-1438474
36-3381285
NA-0000017
33-1056366
45-0325454
76-0641298
41-1882463
20-1289317
16-1091396
35-2228276
94-2349727
68-0232434
NA-0000020
88-0121888
76-0638591
57-0923608
62-1727570
42-0995450
58-1798581
25-1652556
25-1214958
51-0396835
58-2397639
25-1628285
36-4067587
91-1089393
36-2989152
State of Entity Type Incorporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Limited Partnership
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Limited Partnership
Joint Venture
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Limited liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited liability Company
Corporation
Corporation
British Columl
Delaware
Ontario
Utah
Canada
Ontario
Mexico
Mexico
Delaware
Delaware
Alabama
Pennsylvania
Georgia
Ohio
Pennsylvania
Delaware
California
Pennsylvania
Delaware
Delaware
France
Delaware
Delaware
California
Delaware
Delaware
Illinois
Quebec
Delaware
North Dakota
Delaware
Minnesota
Georgia
New York
Delaware
California
California
Ontario
Nevada
Alaska
South Carolin
Delaware
Iowa
Georgia
Mississippi
Delaware
Ohio
Delaware
Mississippi
Delaware
Washington
Delaware
Page I
Affiliate Entity Report Active Legal Entities State of
Name Federal ID No Entity Type Incorporation
Chesser Island Road Landfill Inc 58-2364490 Corporation Georgia
City Disposal Systems Inc 38-3407001 Corporation Delaware
City Environmental Services Inc of Waters 38-3020069 Corporation Michigan
City Environmental Inc 38-3407576 Corporation Delaware
Cleburne Landfill Company Corp 59-3069374 Corporation Alabama
Coast Waste Management Inc 95-2557952 Corporation California
Connecticut Valley Sanitary Waste Disposal Jnc 04-2796580 Corporation Massachusett
Conservation Services Inc 84-0915035 Corporation Colorado
Continental Waste Industries Arizona Inc 22-3146904 Corporation New Jersey
Corporate Housing Initiatives II Limited Partnership 52-1854657 Limited Partnership Delaware
Coshocton Landfill Inc 31-1214800 Corporation Ohio
Cougar Landfill Inc 76-0211843 Corporation Texas
Countryside Landfill Inc 36-2838336 Corporation Illinois
CR Grdup LLC 87-0629120 Limited Liability Company Utah
Cuyahoga Landfill Inc 76-0680495 Corporation Delaware
CWM Chemical Services LLC 36-4203347 Limited Liability Company Delaware
Dafter Sanitary Landfill Inc 38-2754804 Corporation Michigan
Dauphin Meadows Inc 23-2390183 Corporation Pennsylvania
Deep Valley Landfill Inc 23-2886200 Corporation Delaware
Deer Track Park Landfill Inc 39-1802678 Corporation Delaware
Del Alma Landfill LLC 74-3055347 Limited Liability Company Delaware
Delaware Recyclable Products Inc 51-0334417 Corporation Delaware
Dickinson Landfill Inc 76-0325384 Corporation Delaware
Disposal Service Incorporated 55-0618479 Corporation West Virginia
DLA Investments Inc 20-4595489 Corporation Florida
Dominium Opportunity Fund A California Limited Partnership 95-4507794 Limited Partnership California
Downtown Diversion Inc 80-0069661 Corporation California
EC Waste Inc 66-0523535 Corporation Puerto Rico
Earthmovers LandfiH LLC 61-1342591 Limited Liability Company Delaware
East Liverpool Landfill Inc 34-1637446 Corporation Ohio
Eastern One Land Corporation 76-0695122 Corporation Delaware
Eco-Vista LLC 72-1541909 Limited Liability Company Arkansas
eCycling Services LLC 38-3684879 Limited Liability Company Delaware
El Coqui Landfill Company Inc 66-0555785 Corporation Puerto Rico
El Coqui Waste Disposal Inc 76-0480500 Corporation Delaware
ELDA Landfill Inc 76-0639272 Corporation Delaware
Elk River Landfill Inc 41-1283941 Corporation Minnesota
Enerkem Inc Corporation Quebec
Envirofil of Illinois Inc 37-0957555 Corporation Illinois
Evergreen Landfill Inc 76-0472693 Corporation Delaware
Evergreen National Indemnity Company UK-0000142 Corporation Ohio
Evergreen Recycling and Disposal Facility Inc 76-0638587 Corporation Delaware
Farmers Landfill Inc 43-0863680 Corporation Missouri
Feather River Disposal Inc 06-1479349 Corporation California
Gl Industries 87-0430285 Corporation Utah
GA Landfills Inc 58-2293782 Corporation Delaware
Gallia Landfill Inc 31-1509605 Corporation Delaware
Garnet of Maryland Inc 52-1916417 Corporation Maryland
Gateway Transfer Station LLC 20-1457460 Limited Liability Company Georgia
Georgia Waste Systems Inc 58-1028526 Corporation Georgia
Gestion Des Rebuts DMP Inc NA-0000033 Corporation Quebec
Giordano Recycling LLC 20-2098765 Limited Liability Company Delaware
8312010 83532 AM Page 2
Affiliate Entity Report Active Legal Entities State of
Name Federal ID No Entity Type Incorporation
Glades Landfill LLC
Glens Sanitary Landfill Inc
Grand Central Sanitary Landfill Inc
Greenbow LLC
Grupo WMX SA De CV
Guadalupe Mines Mutual Water Company
Guadalupe Rubbish Disposal Co Inc
Guam Resource Recovery Partners LP
Ham Lake Haulers Inc
Harris Sanitation lnc
Harvest Power Inc
Harwood Landfill Inc
Hedco Landfill Limited
High Mountain Fuels LLC
Hillsboro Landfill Inc
Holyoke Sanitary Landfill Inc
IN Landfills LLC
Jahner Sanitation Inc
Jay County Landfill LLC
JFS (UK) Limited
Kand W Landfill Inc
Kahle Landfill Inc
Keene Road Landfill Inc
Kelly Run Sanitation lnc
Key Disposal Ltd
KeyCorp Investment Limited Partnership
King George Landfill Properties LLC
King George Landfill Inc
La Quinta MedicalCommercial Plaza Ltd
Lakeville Recycling LP
Land Reclamation Company Inc
Land South Holdings LLC
Landfill Services of Charleston Inc
Laurel Highlands Landfill Inc
LCS Services Inc
Liberty Landfill LLC
Liberty Lane West Owners Association
Liquid Waste Management Inc
LongleafCampD Disposal Facility Inc
Longmont Landfill LLC
Looney Bins lnc
MSTS Inc
Mahoning Landfill Inc
Mass Gravel Inc
Mc Ginnes Industrial Maintenance Corporation
McDaniel Landfill Inc
McGill Landfill Inc
Meadowfifl Landfill Inc
Michigan Environs Inc
MicroGREEN Polymers Inc
Midwest One Land Corporation
Minneapolis Refuse Incorporated
8312010 83532 AM
73-1630187
38-2065407
23-2049337
05-0605713
NA-0000039
77-0398278
95-2746842
36-4149976
41middot1704537
59-1219741
52-1637402
NA-0000040
26-2268599
93-0760239
04-2481863
61-1342588
45-0410330
61-1342592
NA-0000044
38-2504167
43-1682575
59-2044226
25-1696669
NA-0000045
34-1783428
27-0747734
54-1632805
95-4357859
36-3730138
36-3640284
20-5908782
55-0731302
25-1640583
55-0673745
61-1342590
36-4163829
95-2779930
59-3598129
36-4551803
95-4704325
36-3542321
34-1047662
04-3117495
74-1532790
45-0399545
38-3076718
31-1509701
38-2434760
20-0606093
41-0972178
Limited Liability Company
Corporation
Corporation
Limited Liability Company
Corporation
Not For Profit Corporation
Corporation
Limited Partnership
Corporation
Corporation
Corporation Corporation
Corporation
Limited Liability Company
Corporation
Corpoi-ation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Limited Liability Company
Corporation
Limited Partnership
Limited Partnership
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Limited Liability Company
Not For Profit Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Florida
Michigan
Pennsylvania
Alabama
Mexico
California
California
Delaware
Minnesota
Florida
Delaware
Maryland
England
Delaware
Oregon
Massachusett
Delaware
North Dakota
Delaware
England
Michigan
Missouri
Florida
Pennsylvania
British Columl
Ohio
Virginia
Virginia
California
Delaware
Delaware
Delaware
West Virginia
Pennsylvania
West Virginia
Delaware
New Hampshi
California
Florida
Delaware
California
Delaware
Ohio
Massachusetl
Texas
North Dakota
Michigan
Delaware
Michigan
Washington
Delaware
Minnesota
Page 3
Affiliate Entity Report Active Legal Entities State of
Name Federal ID No Entity Type Incorporation
Modern-Mallard Energy LLC
Modesto Garbage Co Inc
Moor Refuse Inc
Mountain High Medical Disposal Services Inc
Mountain Indemnity Insurance Company
Mountainview Landfill Inc (MD)
Mountainview Landfill Inc (UD
Nassau Landfill LLC
National Guaranty Insurance Company of Vermont
New England CR LLC
New Milford Landfill LLC
New Orleans Landfill LLC
NHVT Energy Recovery Corporation
North Manatee Recycling and Disposal Facility LLC
Northwestern Landfill Inc
Nu-Way Live Oak Reclamation Inc
Oakridge Landfill Inc
Oakwood Landfill Inc
Okeechobee Landfill Inc
Ozark Ridge Landfill Inc
P amp R Environmental Industries LLC
Pacific Waste Management LLC
Palmetto Seed Capital Fund
Palo Alto Sanitation Company
Pappy Inc
Peltz HC LLC
Pen-Rob Inc
Penuelas Valley Landfill Inc
Peoples Landfill Inc
Peterson Demolition Inc
Phoenix Resources Inc
Pine Grove Landfill Inc (PA)
Pine Tree Acres Inc
PPP Corporation
ProCentury Corporation
Pulaski Grading LLC
Quail Hollow Landfill Inc
Questquill Limited
R amp B Landfill Inc
RAA Colorado LLC
RAA Trucking LLC
RCI Hudson Inc
Recycle America Co LLC
Recycle America Holdings Inc
Redwood Landfill Inc
Refuse Services Inc
Refuse Inc
Reliable Landfill LLC
Remote Landfill Services Inc
Reno Disposal Co
Resco Holdings LLC
Resource Control Composting Inc
8312010 83532 AM
57-1161216
94-1643145
33-0622768
20-2500293
03-0328445
25-1538716
76-0548746
37-1487482
36-3643755
04-3735642
76-0641312
38-3699690
02-0390004
26-0283104
52-2023458
68-0236308
25-1547187
57-0974474
25-1628636
71-0692520
04-3735653
98-0227312
57-0889130
94-1075868
52-1561430
UK-0000100
86-0504613
66-0560251
38-3406998
41-1625867
23-2483102
23-2388139
38-2544258
23-2146479
UK-0000026
76-0638043
62-1727567
98-0221631
25-1754371
20-2587942
39-2040612
04-3044820
04-3735636
72-1541913
94-1443150
59-1098850
88-0094235
73-1654400
62-1421307
88-0087833
20-0584193
04-3044833
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liilbility Company
Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Trust
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Limited Liability Company
Corporation
Delaware
California
California
Utah
Vermont
Maryland
Utah
Delaware
Vermont
Delaware
Delaware
Delaware
New Hampshi
Florida
Delaware
Delaware
South Carolin
South Carolin
Florida
Arkansas
North Carolin
Delaware
South Carolin
California
Maryland
Wisconsin
Arizona
Puerto Rico
Delaware
Minnesota
Pennsylvania
Pennsylvania
Michigan
Delaware
Ohio
Delaware
Delaware
United Kingdc
Georgia
Colorado
Wisconsin
Massachusen
Delaware
Delaware
Delaware
Florida
Nevada
Delaware
Tennessee
Nevada
Delaware
Massachusett
Page 4
Affiliate Entity Report Active Legal Entities
State of
Name Federal ID No Entity Type Incorporation
Resource Control Inc
Richland County Landfill Inc
Riegel Ridge LLC
Riverbend Landfill Co
Rolling Meadows Landfill Inc
RRT Design amp Construction Corp
RRT Empire of Monroe County Inc
RTS Landfill Inc
Rust Engineering amp Construction Inc
Rust Engineering (Thailand) Ltd
Rust International Inc
S amp J Landfill Limited Partnership
S amp S Grading Inc
S V Farming Corp
S4 Columbia Ridge Recovery LLC
S4 Energy Chambers Recovery LLC
S4 Energy Solutions LLC
Sanifill de Mexico (US) Inc
Sanifill de Mexico SA de CV
Sanifill Power Corporation
SC Holdings Inc
Serubam Servicos Urbanos E Ambientais Ltda
SES Bridgeport LLC
Shade Landfill Inc
Shanghai Environment Group Company Limited
Sierra Estrella Landfill Inc
Southern Alleghenies Landfill Inc
Southern One Land Corporation
Southern Plains Landfill Inc
Southern Waste Services LLC
Spruce Ridge Inc
Stony Hollow Landfill Inc
Suburban Landfill Inc
Terrabon Inc
Texarkana Landfill LLC
Texas Pack Rat - Austin 1 LLC
Texas Pack Rat - Dallas 1 LLC
Texas Pack Rat - Houston 1 LLC
Texas Pack Rat- Houston 2 LLC
Texas Pack Rat - Houston 3 LLC
Texas Pack Rat - San Antonio 1 LLC
Texas Pack Rat Service Company LLC
The Peltz Group LLC
The Waste Management Charitable Foundation
The Woodlands of Van Buren Inc
Thermal Remediation Solutions LLC
TNT Sands Inc
Trail Ridge Landfill Inc
T ransarnerican Waste Central Landfill Inc
Trash Hunters Inc
TrashCo Inc
Tri-County Sanitary Landfill LLC
8312010 83532 AM
04-2655361
58-1708996
56-2124210
93-0724866
76-0325383
16-1353118
16-1409567
58-1924102
63-1081016
NA-0000162
63-1081055
76-0404581
58-1858013
22-2976860
27-1892156
27-1372079
26-4136359
76-0419331
NA-0000070
76-0496422
36-2898300
NA-0000077
36-4057298
23-2886198
86-0717293
25-1249160
72-1534481
73-1384828
61-1342585
41-1591957
76-0638597
76-0638596
30-0239245
20-3668884
26-2054900
20-4572488
20-5227255
20-5227324
20-4572603
05-0545181
04-3073733
36-3791221
91-1865607
57-0937314
36-3667296
76-0463386
64-0852590
26-1885543
20-0937658
Corporation
Corporation
Limited Liability Company
Corporation Corporation
Corporation
Corporation
Corporation Corporation
Corporation
Corporation
Limited Partnership
Corporation Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Joint Venture
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Not For Profit Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Massachusett
South Carolin
North Carolim
Oregon
Delaware
Delaware
New York
Delaware
Delaware
Thailand
Delaware
Texas
West Virginia
New Jersey
Delaware
Delaware
Delaware
Delaware
Mexico
Delaware
Pennsylvania
Brazil
Delaware
Delaware
Peoples Rep1
Arizona
Pennsylvania
Delaware
Oklahoma
Delaware
Minnesota
Delaware
Delaware
Delaware
Delaware
Texas
Texas
Texas
Texas
Texas
Texas
Texas
Wisconsin
Delaware
Delaware
Oregon
South Carolin
Delaware
Delaware
Mississippi
Delaware
Delaware
Page 5
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No EntilyType Incorporation
TX Newco LLC 61-1468715 Limited Liability Company Delaware
United Waste Systems Leasing Inc 38-3324143 Corporation Michigan
United Waste Systems of Gardner Inc 04-3320949 Corporation Massachusett
USA South Hills Landfill Inc 25-1139448 Corporation Pennsylvania
USA Valley Facility Inc 23-2886199 Corporation Delaware
USA Waste Geneva Landfill Inc 34-1802751 Corporation Delaware
USA Waste Landfill Operations and Transfer Inc 76-0435557 Corporation Texas
USA Waste of California Inc 68-0306154 Corporation Delaware
USA Waste of Pennsylvania LLC 74-2921886 Limited Liability Company Delaware
USA Waste of Texas Landfills Inc 76-0322548 Corporation Delaware
USA Waste of Virginia Landfills Inc 58-1932248 Corporation Delaware
USA Waste Services of NYC Inc 11-3301808 Corporation Delaware
USA Waste-Management Resources LLC 13-3853086 Limited Liability Company New York
USA-Grine LLC 04-3735654 Limited Liability Company Delaware
UWS Barre Inc 04-3320948 Corporation Massachusett
Valley Garbage and Rubbish Company Inc 95-2090787 Corporation California
Vaporlok Technology LLC Limited Liability Company Delaware
Verns Refuse Service Inc 45-0435644 Corporation North Dakota
VFB LLC 22-3842831 Limited Liability Company New Jersey
VHG Inc UK-0000023 Corporation Minnesota
Vickery Environmental Jnc 31-1153176 Corporation Ohio
Vista Landfill LLC 59-3652174 Limited Liability Company Florida
Voyageur Disposal Processing Inc 41-1734827 Corporation Minnesota
Warner Company 51-0281233 Corporation Delaware
Warner Hill Development Company 34-1043478 Corporation Ohio
Waste Away Group Inc 63-0898842 Corporation Alabama
Waste Management Arizona Landfills Inc 86-0683003 Corporation Delaware
Waste Management Buckeye LLC 26-0076809 Limited Liability Company Delaware
Waste Management Collection and Recycling Inc 95-2621587 Corporation California
Waste Management Disposal Services of Colorado Inc 84-1004487 Corporation Colorado
Waste Management Disposal Services of Maine Inc 01-0392888 Corporation Maine
Waste Management Disposal Services of Maryland Inc 36-2898301 Corporation Maryland
Waste Management Disposal Services of Massachusetts Inc 04-2320990 Corporation Massachusett
Waste Management Disposal Services of Oregon Inc 36-3548405 Corporation Delaware
Waste Management Disposal Services of Pennsylvania Inc 23-1655318 Corporation Pennsylvania
Waste Management Disposal Services of Virginia Jnc 36-3791008 Corporation Delaware
Waste Management Financing Corporation 36-4200855 Corporation Delaware
Waste Management Holdings Inc 36-2660763 Corporation Delaware
Waste Management Inc- of Florida 59-1094518 Corporation Florida
Waste Management lndycoke LLC 81-0640497 Limited Liability Company Delaware
Waste Management International Inc 36-3255004 Corporation Delaware
Waste Management International Ltd NA-0000099 Limited Liability Company Bermuda
Waste Management Municipal Services of California Inc 77-0151385 Corporation California
Waste Management National Services Inc 760686861 Corporation Delaware
Waste Management New England Environmental Transport Inc 04-3509618 Corporation Delaware
Waste Management of Alameda County lnc 94-0727420 Corporation California
Waste Management of Alaska Inc 91-1879241 Corporation Delaware
Waste Management of Arizona Inc 86-0198265 Corporation California
Waste Management of Arkansas Inc 04-2814811 Corporation Delaware
Waste Management of California Inc 95-1735737 Corporation California
Waste Management of Canada Corporation NA-0000021 Corporation Ontario
Waste Management of Carolinas Inc 56-0731307 Corporation North Caroline
8312010 83532 AM Page 6
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No Entity Type Incorporation
Waste Management of Colorado Inc
Waste Management of Connecticut Inc
Waste Management of Delaware Inc
Waste Management of Fairless LLC
Waste Management of Five Oaks Recycling and Disposal Facility t
Waste Management of Georgia Inc
Waste Management of Hawaii Inc
Waste Management of Idaho Inc
Waste Management of lltinois Inc
Waste Management of Indiana Holdings One Inc
Waste Management of Indiana Holdings Two Inc
Waste Management of Indiana LLC
Waste Management of Iowa Inc
Waste Management of Kansas Jnc
Waste Management of Kentucky Holdings Inc
Waste Management of Kentucky LLC
Waste Management of Leon County Inc
Waste Management of Londonderry Inc
Waste Management of Louisiana Holdings One Inc
Waste Management of Louisiana LLC
Waste Management of Maine Inc
Waste Managerrient of Maryland Inc
Waste Management of Massachusetts Inc
Waste Management of Metro Atlanta Inc
Waste Management of Michigan Inc
Waste Management of Minnesota Inc
Waste Management of Mississippi Inc
Waste Management of Missouri Inc
Waste Management of Montana Inc
Waste Management of Nebraska Inc
Waste Management of Nevada Inc
Waste Management of New Hampshire Inc
Waste Management of New Jersey Inc
Waste Management of New Mexico Inc
Waste Management of New York LLC
Waste Management of North Dakota Inc
Waste Management of Ohio Inc
Waste Management of Oklahoma Inc
Waste Management of Oregon Inc
Waste Management of Pennsylvania Gas Recovery LLC
Waste Management of Pennsylvania Inc
Waste Management of Plainfield LLC
Waste Management of Rhode Island Inc
Waste Management of South Carolina Inc
Waste Management of South Dakota Inc
Waste Management of Texas Holdings Inc
Waste Management of Texas Inc
Waste Management of Tunica Landfill Inc
Waste Management of Utah Inc
Waste Management of Virginia Inc
Waste Management of Washington Inc
Waste Management of West Virginia lnc
8312010 83532 AM
84-0523684
06-1485581
51-0094505
26-3468180
37-1035820
36-3319564
76-0638599
82-0364976
36-2660859
36-4039079
36-4059574
36-4071447
42-0824220
48-0634806
36-4059575
36-4035849
36-3319565
20-5657050
36-4142119
36-4119910
01-0267739
52-0250430
04-2535063
58-1937966
38-1214786
36-2698820
36-3005295
43-0992367
36-3564773
36-3469702
88-0394159
04-2482447
36-3700143
85-0229020
36-4206797
36-3798294
25-1673264
73-0685975
93-0612655
20-2926331
25-1232336
76-0722971
36-3668109
36-2935124
46-0348394
43-1976001
75-1223528
64-0869334
87-0302156
25-1578667
36-3846342
36-3553198
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Colorado
Delaware
Delaware
Delaware
Delaware
Georgia
Delaware
Idaho
Delaware
Delaware
Delaware
Delaware
Iowa
Kansas
Delaware
Delaware
Florida
Delaware
Delaware
Delaware
Maine
Maryland
Massachusett
Georgia
Michigan
Minnesota
Mississippi
Delaware
Delaware
Delaware
Nevada
Connecticut
Delaware
New Mexico
Delaware
Delaware
Ohio
Oklahoma
Oregon
Delaware
Pennsylvania
Delaware
Delaware
South Carolin
South Dakota
Delaware
Texas
Mississippi
Utah
Virginia
Delaware
Delaware
Page7
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No Entity Type Incorporation
Waste Management of Wisconsin Inc
Waste Management of Wyoming Inc
Waste Management Partners Inc
Waste Management Recycle Asia LLC
Waste Management Recycling and Disposal Services of California
Waste Management Recycling of New Jersey LLC
Waste Management Security LLC
Waste Management Service Center Inc
Waste Management Inc
Waste Management Inc of Tennessee
Waste Resources of Tennessee Inc
Waste Services of Kentucky LLC
Waste to Energy Holdings Inc
Waste to Energy I LLC
Waste to Energy II LLC
Wastech Inc
WESI Baltimore Inc
WESI Capital Inc
WESI Peekskill Inc
WESI Westchester Inc
Westchester Resco Associates LP
Western One Land Corporation
Western Waste Industries
Western Waste of Texas LLC
Wheelabralor -Ballin1u1e LLC
Wheelabrator Baltimore LP
Wheelabrator Bridgeport LP
Wheelabrator Cedar Creek Inc
Wheelabrator Chambers Inc
Wheelabrator China Holdings Limited
Wheelabrator Claremont Company LP
Wheelabrator Claremont Inc
Wheelabrator Concord Company LP
Wheelabrator Concord Inc
Wheelabrator Connecticut lnc
Wheelabrator Culm Services Inc
Wheelabrator Environmental Systems Inc
Wheelabrator Environmental Technologies Consulting (Shanghai) (
Wheelabrator Falls Inc
Wheelabrator Frackville Energy Company Inc
Wheelabrator Frackville Properties Inc
Wheelabrator Frederick Inc
Wheelabrator Fuel Services Inc
Wheelabrator Gloucester Company LP
Wheelabrator Gloucester Inc
Wheelabrator Guam Jnc
Wheelabrator Hudson Falls LLC
Wheelabrator Lassen Inc
Wheelabrator Lisbon Inc
Wheelabrator McKay Bay Inc
Wheelabrator Millbury Inc
Wheelabrator Netherlands BV
831200 83532 AM
39-0967466
36-3828554
36-3220911
39-1977904
95-2370376
04-3735640
43-1970495
20-4017651
73-1309529
36-2935128
54-0838353
94-3429202
76-0652923
02-0519035
02-0519036
93-0936732
02-0357495
36-3861933
02-0363274
02-0360305
02-0367753
76-0688224
95-1946054
30-0239250
36-4057301
36-4057307
36-4057309
02-0443870
26-3194113
23-50847741
02-0390003
20-4284300
02-0394017
02-0393450
36-3908786
02-0442574
02-0412779
27-2548111
04-3024782
02-0393452
04-3100742
02-0442576
02-0396724
02-0391601
36-3926262
72-1541910
36-3926261
61-1167063
36-3240315
02-0412788
26-4308579
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Partnership
Limited Partnership
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Limited Partnership
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Wisconsin
Delaware
Delaware
Ohio
California
Delaware
Delaware
Delaware
Delaware
Tennessee
Tennessee
Delaware
Delaware
Delaware
Delaware
Nevada
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
California
Delaware
Delaware
Maryland
Delaware
Delaware
Delaware
Hong Kong
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Peoples Rep1
Delaware
Delaware
Delaware
Delaware
Delaware
New Jersey
Delaware
Delaware
Delaware
Delaware
Delaware
Florida
Delaware
Netherlands
Page8
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No EntifyType Incorporation
Wheelabrator New Hampshire Inc
Wheelabrator New Jersey Inc
Wheelabrator NHC Inc
Wheelabrator North Andover Inc
Wheelabrator North Broward Inc
Wheelabrator Norwalk Energy Company Inc
Wheelabrator Penacook Inc
Wheelabrator Pinellas Inc
Wheelabrator Portsmouth Inc
Wheelabrator Putnam Inc
Wheelabrator Ridge Energy Inc
Wheelabrator Saugus Inc
Wheelabrator Shasta Energy Company Inc
Wheelabrator Sherman Energy Company GP
Wheelabrator Sherman Station LLC
Wheelabrator Sherman Station One Inc
Wheelabrator South Broward Inc
Wheelabrator Spokane Inc
Wheelabrator Technologies Inc
Wheelabrator Technologies International Inc
Wheelabrator Westchester LP
White Lake Landfill Inc
Williams Landfill LLC
Willow Oak Landfill LLC
WM Arizona Ope atiur1s LLC
WM Asphalt Products LLC
WM Bagco LLC
WM Conversion Energy LLC
WM Conversion Fund LLC
WM Corporate Services Inc
WM Emergency Employee Support Fund Inc
WM Energy Resources Inc
WM Energy Solutions Inc
WM Green Squad LLC
WM GreenOps LLC
WMGTL Inc
WM GTL LLC
WM Healthcare Solutions Inc
WM Illinois Renewable Energy LLC
WM International Holdings Inc
WM International Services (UK) Limited
WM Lamp Tracker Inc
WM Landfills of Ohio Inc
WM Landfills of Tennessee Inc
WM Leasing of Arizona LLC
WM Leasing of Texas LP
WM LNG Inc
WM Mercury Waste Inc
WM Middle Tennessee Environmental Center LLC
WM Mobile Bay Environmental Center Inc
WM Nevada Renewable Energy LLC
WM of Texas LLC
8312010 83532 AM
02-0390002
02-0391598
02-0393448
36-3062971
04-3030218
02-0395269
02-0393449
36-3110153
27-1446081
36-3908789
36-3820153
13-2740971
02-0395274
02-0390349
76-0743287
02-0390312
02-0410154
02-0416522
22-2678047
36-3965264
02-0367751
38-1889893
61-1342579
20-1457518
32-0112690
27-0675171
26-4626312
26-4040670
27-1445960
27-3308922
11-3758170
27-1184260
76-0695139
26-1694369
26-4194066
26-0294424
26-0294528
20-3483524
45-0512000
76-0607203
NA-0000098
26-2748613
31-1509696
62-1462526
20-4017719
20-4017724
26-2294125
27-2289604
26-1946982
76-0638602
27-1678300
26-0428868
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
General Partnership
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Limited Liability Company
Limited Liability Company
Limited Uabllfty Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Not For Profit Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Limited Partnership
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Limited Liability Company
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Maine
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Michigan
Delaware
Georgia
Uelaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
England
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Page 9
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No Entity Type Incorporation
WM Organic Growth Jnc
WM PA Holdings LLC
WM Pack-Rat of California LLC
WM Pack-Rat of Illinois LLC
WM Pack-Rat of Kentucky LLC
WM Pack-Rat of Maryland LLC
WM Pack-Rat of Massachusetts LLC
WM Pack-Rat of Michigan LLC
WM Pack-Rat of Nevada LLC
WM Pack-Rat of Ohio LLC
WM Pack-Rat of Rhode Island LLC
WM Pack-Rat LLC
WM Partnership Holdings Inc
WM Phoenix Energy Resources LLC
WM Quebec Inc
WM RA Canada Inc
WM Recycle America LLC
WM Recycle Europe LLC
WM Renewable Energy LLC
WM Resource Recovery amp Recycling Center Inc
WM Resources Inc
WM Safety Services LLC
WM Security Seivices Inc
WM Services SA
WM Storage II Inc
WM Storage Inc
WM Texas Pack Rat LLC
WM Trash Monitor Plus LLC
WM WY Energy Resources LLC
WMI Medical Services of Indiana Inc
WMI Mexico Holdings Inc
WMNA Container Recycling LLC
WMRE of Michigan LLC
WMSALSA Inc
WMST Illinois LLC
WTI Air Pollution Control Jnc
WTI Financial LLC
WTI International Holdings Inc
wn Rust Holdings Inc
WTI UK LTD
20-4677155
27-2335935
26-0380883
26-0524082
26-2289448
26-1411856
26-1411946
26-2289484
27-0371504
262289407
26-1855760
26-0285281
36-3974344
27-2340971
NA-0000041
NA-0000172
72-1541911
20-0570245
45-0511978
26-2289538
25-1536159
20-3887188
20-3714754
NA-0000108
27-1525390
26-0285202
26-1442144
26-1436776
27-1184329
35-1724992
36-3912290
04-3735649
27-3334762
20-2580150
94-3423874
36-4110833
20-0584237
36-3908839
02-0351425
98-0336025
Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Liabflily Company
Corporation
Corporation
Limited Liability Company
Corpdration
Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Not For Profit Corporation
Limited Liability Company
Corporation
Limited Liability Comp_any
Corporation
Corporation
Corporation
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Canada
Ontario
Delaware
Delaware
Delaware
Delaware
Pennsylvania
Delaware
Delaware
Argentina
Delaware
Delaware
Delaware
Delaware
Delaware
Indiana
Delaware
Delaware
Delaware
Texas
lllinois
Delaware
Delaware
Delaware
Delaware
United Kingdc
81312010 83532 AM Page 10
----
POWER Federal Insurance Company Attn Surety DepartmentChubb OF Vigilant Insurance Company 15 Mountain View Road Surety AITORNEY Pacific Indemnity Company Warren NJ 07059
CHUBB
Know All by These Presents That FEDERAL INSURANCE COMPANY an Indiana corporation VIGILANT INSURANCE COMPANY a New York cor]Joration and PACIFIC INDEMNITY COMPANY a Wisconsin corporation do each hereby constitute and appoint Joseph Aulbert Marc W Boots Richard Covington Joy Durham Stephanie Gunderson Vickie Lacy Heather Noles P T Osburn and Maria D Zuniga of Housfon Texasmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot-middotmiddotmiddot-middotmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot--middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot
each as their true and lawful Attorneymiddot Inmiddot Fact lo execute under such designation in their names and 1o affix their corporate seals to and deliver for and on their behalf as surety thereon or otherwise bonds and undertakings and other writings obligatoiy in the nature thereof other lhan ball bonds) given or executed in the course of business and any Instruments amending or altering lhe same and consents to the modification or alteration of any instrument referred to in said bonds or obligations
In Wllness Whereof said FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY have each executed and attested these presents and affixed their corporale seals on this 17th day of August 2010
STATE OF NEW JERSEY ss
County of Somerset
On this i 7th day of August 2010 before me a Notary Public of New Jersey personally came Dawn M Chloros to me known to be Assistant Secretary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY the companies which executed the foregoing Power of Attorney and the said Dawn M Chloros being by me duly sworn did depose and say that he is Assistant Secretary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY and knows the corporate seals thereof that the seals affixed to the foregoing Power of Attorney are such corporate seals and were thereto affixed by authority of the By- Laws of said Companies and hat ha signed said Power of Attorney as Assistant Secretary of said Companies by like authority and that he Is acquainted with David B Norris Jr and knows him to be Vice President of said Companies and that the signature of David B Norris Jr subscribed to said Power of Altomey Is ln the genuine handwriting of David B Norris Jr and was thereto subscribed by authority of said By- Laws and In deponents presence
Notarial Seal
KATHERINE J ADElMR NOTARY PUBLIC OF NEW JERSEY
No 2316685 CCIIRmQlon Exp July 16 2014
CERTIFICATION Exlract from the Bymiddot Laws of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY
All powers of attorney for and on behalf of Iha Company may and shall be executed in lhe name and on behalf of the Company either by the Chairman or the President or a Vice President or an Asslslant Vice President jointly with the Secretary or an Assistan1 Secretary under their respective designations The signature of such officers may be engraved printed or lithographed The signature of each of the fotlowing officers Chairman President any Vice President any Assistant Vice Presidenl any Secretary any Assislant Secretary and the seal of the Company may be affixed by facsimile to any power of attorney or to any certificate relating thereto appointing Assistant Secretaries or Attomeys- in- Fact for purposes only of eKeculing and attesting bonds and undertakings and other writings obligatory in the nature thereof and any such power of attorney dr certificate bearing such facsimile signature or lacsimie seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimlle signature and facsimile seal shall be valid and binding upon the Company with respect to any bond or undertaking to which ii is attached
I Dawn M Chloros Assistant Secrelary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY
(the ~companies) do hereby certify Iha
(I) (H)
J31dD0
hJ (lL~ff (1j~W Dawn M Chloros Assistant Secretary
Form 15-10-02258-U (Ed 5-03) CONSENT
TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS 6
ARTICLE 2 CONTRACT PURPOSE AND TERM 12
21 PURPOSE 12
22 EFFECTIVE DATE AND COMMENCEMENT DATE 12
23 TERM 13
ARTICLE 3 COUNTY RESPONSIBILITIES 13
31 DELIVERY OF ACCEPTABLE WASTE 13
32 MANNER OF DELIVERIES 13
33 COOPERATION 13
ARTICLE 4 CONTRACTOR RESPONSIBILITIES 13
41 OWNERSHIP AND TRANSFER OF OWNERSHIP 13
42 CAPITAL IMPROVEMENTS 14
43 PERMITTING AND COMPLIANCE 15
44 ACCEPTANCEOFWASTE 15
45 OPERATING REQUIREMENTS 16
46 HOURS AND DAYS OF OPERATION 17
47 HOLIDAYS 17
48 COUNTY ACCESS 18
49 TRANSPORTATION OF ACCEPTABLE WASTE 18
410 PROCESSING OF RECYCLABLE MATERIALS 18
411 RECORDKEEPING AND REPORTING 18
412 TRANSITION 20
ARTICLE 5 CONTRACTORS COMPENSATION 20
51 BASE RATE 20
52 RATE ADJUSTMENTS 21
53 BILLING AND PAYMENT OF CONTRACTORS FEES 21
Okaloosa County Transfer Contract_ Final Page 2 of 52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS 22
61 ACCEPTABLE WASTE 22
62 SPECIAL WASTE 22
63 CONSTRUCTION AND DEMOLITION DEBRIS 22
64 RECYCLABLE MATERIALS 22
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS 23
71 COUNTY RECYCLABLE MATERIALS 23
72 OTHER RECYCLABLE MATERIALS 25
ARTICLE 8 PERFORMANCE BOND 25
ARTICLE 9 LIQUIDATED DAMAGES 25
ARTICLE 10 DEFAULT AND TERMINATION 27
ARTICLE 11 INSURANCE 28
I II CONTRACTORS INSURANCE 28
112 WORKERS COMPENSATION INSURANCE 30
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE 30
114 LIMITS OF LIABILITY 31
115 NOTICE OF CLAIMS AND LITIGATION 32
116 INDEMNIFICATION AND HOLD HARMLESS 32
117 CERTIFICATES OF INSURANCE 32
118 GENERALTERMS 33
119 UMBRELLA INSURANCE 34
ARTICLE 12 FORCE MAJEURE 34
121 INABILITY TO PERFORM 34
122 EVENTS OF FORCE MAJEURE 35
123 WRITTEN NOTIFICATION 35
Okaloosa County Transfer Contract_Final Page3 of52
ARTICLE 13 TITLE TO WASTE 36
ARTICLE 14 ARBITRATION36
141 ARBITRATION 36
142 INDEPENDENT THIRD PARTY 36
143 AMBIGUITY 37
ARTICLE 15 OTHER TERMS AND CONDITIONS 37
151 WAIVER 37
152 ASSIGNMENT OF AGREEMENT 37
153 SUBCONTRACTORS 37
154 INDEPENDENT CONTRACTOR 38
155 NON-DISCRIMINATION PROVISIONS 38
156 LAW TO GOVERN VENUE JURISDICTION 39
157 ILLEGAL PROVISIONS 39
158 MODIFICATIONS 39
159 PREPARATION OF AGREEMENT 39
1510 REMEDIES CUMULATIVE 39
1511 HEADINGS 40
1512 REPRESENTATIONS OF CONTRACTOR 40
1513 REPRESENTATIONS OF COUNTY 40
1514 REPRESENTATIVES 40
1515 NOTICES 41
1516 ENTIRE AGREEMENT 42
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT 42
EXHIBIT A SPECIAL WAS TE 43
EXHIBIT B REAL PROPERTY WARRANTY DEEDS 46
EXHIBIT C CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO
CONTRACTORS RATE 49
EXHIBIT D SAMPLE AVERAGE MARKET VALUE CALCULATION 50
Okaloosa County Transfer Contract_Final Page4 of52
SOLID WASTE TRANSFER STATION OPERATION AGREEMENT
THIS AGREEMENT is made as of this J)Paay 8~ 2010 by and
between Okaloosa County Florida (the COUNTY) a political subdivision of the State of
Florida and Waste Management Inc ofFlorida (hereinafter refened to as CONTRACTOR) a
corporation duly organized and validly existing under and by virtue of the laws of the State of
Florida and authorized to do business in the State ofFlorida
WITNESSETH
WHEREAS the COUNTY and the CONTRACTOR entered into an agreement dated as of June
2 2000 pursuant to which CONTRACTOR operates transfer stations utilizing state-of-the-rut
techniques and in accordance with the rules and regulations of the Florida Deprutment of
Environmental Protection including but not limited to 62-701801 FAC and all referenced
codes for the purpose of receiving and transporting Solid Waste to a disposal site as provided
therein and
WHEREAS such contract for Solid Waste Transfer Station Operations authorizes the renewal of
said agreement and
WHEREAS the COUNTY and CONTRACTOR desire that CONTRACTOR continue to
operate and manage transfer stations under the te1ms and conditions set fotth in this Agreement
NOW THEREFORE in consideration of the premises contained in this Agreement the patties
hereto intend to be legally bound as follows
Okaloosa County Transfer Contract_Final Page 5 of52
ARTICLE 1 DEFINITIONS
The following words and expressions ( or pronouns used in their stead) shall wherever they
appear in this Agreement be constrned as follows unless a different meaning is clear from the
context Words of the masculine gender shall be deemed and construed to include correlative
words of the feminine and neuter genders Unless the context shall otherwise indicate all words
shall include the plum as well as the singular number and the word person shall include
corporations and associations including public bodies as well as natural persons
Acceptable Waste shall mean Solid Waste including garbage rnbbish refuse residue
incidental amounts of household hazardous waste as permitted by the Florida Department of
Environmental Protection and other discarded solid or semi-solid mate1ials resulting from
domestic commercial industrial recycling resource recovery agricultural and governmental
operations Acceptable Waste also includes Bulk Waste Special Waste (except those defined
under Unacceptable Waste) and Recyclable Materials Acceptable Waste shall not include
regulated Hazardous Waste Medical Waste Biomedical Waste Biological Waste Infectious
Waste and Yard Trash
Agreement shall mean this Agreement including all attachments and amendments thereto
Authorized Representative means the Public Works Director or as othetwise designated in
writing by the Board to represent the COUNTY in the administration and supervision of this
Agreement
Biomedical Waste means any Solid Waste or liquid waste which may present a threat of
infection to humans The term includes but is not limited to non-liquid human tissue and body
parts laboratory and veterinary waste that contain human disease-causing agents used
disposable shaips human blood human blood products body fluids and other materials that in
the opinion of the Department of Health and Rehabilitative Services represent a significant risk
of infection to persons outside the generating facility
Biological Waste means Solid Waste that causes or has the capability of causing disease or
infection and includes but is not limited to Biomedical Waste diseased or dead animals and
other wastes capable of transmitting pathogens to humans or animals
Okaloosa County Transfer Contract_Final Page 6 of52
Board shall mean the Board of County Commissioners of Okaloosa County Florida which is
the governing body of the COUNTY
Bulk Waste shall mean any waste that requires additional management due to its bulk or
weight and shall include Household Furniture treated lumber Electronics bicycles push type
lawn mowers with all oil and gas drained automotive tires and White Goods Bulk Waste does
not include any form of matter or debris resulting from tree removal land clearing land
development or Special Waste as defmed herein
Commencement Date means the first day of the month following the Effective Date of this
Agreement
Commercial Business Establishment means any establishment other than a residential
dwelling apartment complex condominium complex or trailer park and shall be and shall
include but not be limited to all retail professional wholesale and industrial facilities
manufacturing facilities non-profit enterprises governmentalpublic agencies and any other
commercial enterprises offering goods or services to the public
Commercial Waste means any Acceptable Waste generated at a Commercial Business
Establishment
Construction and Demolition Debris means discarded materials generally considered to be
not water-soluble and nonhazardous in nature including but not limited to steel glass brick
concrete asphalt roofing material pipe gypsum wallboard and lumber from the construction or
destruction of a structure as paii of a construction or demolition project or from the renovation of
a structure and including rocks soils tree remains trmiddotees and other vegetative matter that
nmmally results from land clearing or land development operations for a construction project
including such debris from construction of structures at a site remote from the construction or
demolition project site Mixing of Construction and Demolition Debris with other types of Solid
Waste will cause it to be classified as other than Construction and Demolition Debris The term
also includes
(a) Clean cardboard paper plastic wood and metal scraps from a construction project
Okaloosa County Transfer Contract_Final Page7 of52
(b) Except as provided ins 403707(9)(j) Florida Statutes unpainted nontreated wood
scraps from facilities manufacturing materials used for construction of structures or
their components and unpainted nontreated wood pallets provided the wood scraps
and pallets are separated from other Solid Waste where generated and the generator
of such wood scraps or pallets implements reasonable practices of the generating
industry to minimize the commingling of wood scraps or pallets with other Solid
Waste and
(c) De minimus amounts of other nonhazardous wastes that are generated at
construction or destruction projects provided such amounts are consistent with best
management practices of the industry
Contract Year means the time from the Commencement Date through March 31 2012 and
each calendar year thereafter
Costs shall mean the costs of labor materials supplies major rental equipment and tools
other direct costs and allocable indirect costs such as fringe benefits general and administrative
expenses and indirect labor costs
COUNTY shall mean Okaloosa County Florida acting by and tlnmiddotough its Board of County
Commissioners
CPI as used herein shall be the revised Consumer Price Index for All Urban Consumers South
Urban for all items not seasonally adjusted published by the Bureau of Labor Statistics US
Department of Labor 1984-82 = 100 In the event the US Department of Labor Bureau of
Labor Statistics ceases to publish the CPI the parties hereby agree to substitute another equally
authoritative measure of change in the purchasing power of the US dollar as may be then
available
Day shall mean one calendar day when used in this Agreement
Effective Date means the date this Agreement becomes effective when executed by the
parties or when the Board adopts the Ordinance establishing the rates specified herein
whichever later occurs
Okaloosa County Transfer Contract_Final Page 8 of52
Electronics means computers monitors keyboards nnce termmals printers modems
scanners cell phones televisions and copiers and other electronic equipment as directed by the
COUNTY
Franchise Area means the specifically described geographic areas exclusively assigned to a
franchisee for the purpose of residential Solid Waste Yard Trash and Bulk Waste Collection
and if applicable Recyclable Material Collection pursuant to the COUNTYs Residential Solid
Waste and Recycling Collection Franchise Agreement
Fuel Index as used herein shall be the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low
Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) published by the US
Department of Energy Energy Information Administration In the event the US Department of
Energy Energy Information Administration ceases to publish the fuel prices the parties hereby
agree to substitute another equally authoritative measure of change in the purchasing power of
the US dollar as may be then available
Hazardous Waste means Solid Waste or a combination of Solid Wastes (even though it may
be part of delivered load of waste) which because of its quantity concentration or physical
chemical or infectious characteristics may cause or significantly contribute to an increase in
mortality or an increase in serious irreversible or incapacitating reversible illness or may pose a
substantial present or potential hazard to human health or environment when improperly
transported disposed of stored treated or otherwise managed Hazardous Waste shall include
all such waste as defined by the Rules of the Florida Department of Environmental Protection
Chapter 62-730 FAC or 40 Code ofFederal Regulations 261 or both as either or both may be
amended from time to time and to the extent either or both is applicable to the disposal of waste
in Florida Hazardous Waste is not intended to include de minimus amounts of household
hazardous wastes as defined by FAC 62-701100
Household Furniture means all movable compactable articles or apparatus such as chairs
tables sofas mattresses etc for equipping a house
Okaloosa County Transfer Contract_Final Page9 of52
Incorporated Municipalities means those duly Incorporated Municipalities in Okaloosa
County consisting of Cinco Bayou Crestview Destin Fort Walton Beach Laurel Hill Mary
Esther Niceville Shalimar and Valpariso
Independent Third Party means a qualified party mutually acceptable to both the COUNTY
and the CONTRACTOR
Infectious Waste means those wastes which may cause disease or may reasonably be
suspected of harboring pathogenic organisms Included are wastes resulting from the operation
of medical clinics hospitals and other facilities producing wastes which may consist of but are
not limited to diseased human and animal parts contaminated bandages pathological
specimens hypodermic needles contaminated clothing and surgical gloves
Merchant Waste means Acceptable Waste that was collected from locations outside the
COUNTY jurisdictional boundaries Merchant Waste does not include Co=ercial Waste
generated within unincorporated areas of the COUNTY or within Incorporated Municipalities
Recyclable Materials means those materials which are capable of being recycled and which
would otherwise be processed or disposed of as Solid Waste Recyclable Materials shall include
newspapers (including inse1ts ) conugated cardboard mixed paper (including brown paper bags
magazines phonebooks junk mail white and colored paper shredded paper in a bag and
paperboard) aluminum plastic containers and bottles marked with SPI codes 1-7 glass bottles
and jars tin and ferrous cans polycoated containers and other Solid Waste materials added upon
Agreement between the COUNTY and the CONTRACTOR when such materials have been
either dive1ted from the remaining Solid Waste stream or removed prior to their entry into the
remaining Solid Waste stream
Recycling Facility means the facility located adjacent to the Fort Walton Beach Transfer
Station at which Recyclable Materials are delivered for processing andor transport
Required Turn Back Condition means reasonable wear and tear co=ensurate with the time
of use and considering the CONTRACTORs responsibilities for maintenance repair and
replacement
Okaloosa County Transfer Contract_Final Page 10 of52
Solid Waste means garbage rubbish refuse trash clean debris or other similar discarded
material resulting from domestic industrial commercial mining agricultural or governmental
operations It excludes Yard Trash Bulk Waste Recyclable Materials and Special Waste
Special Waste means wastes that can require special handling and management but are not
considered Bulk Waste that are not accepted at a landfill or other disposal facility or that are
accepted at a landfill or other disposal facility at higher rates than are charged for refuse
including but not limited to wastes outlined in Exhibit A
Subcontractor shall mean a person firm or corporation other than employees of
CONTRACTOR who or which contracts with CONTRACTOR to furnish or actually furnishes
labor materials andor equipment for the Facility
Ton means a sh01i ton 2000 pounds (9078 metric tons)
Transfer Stations means the facilities currently located at 630 Martin Luther King Jr Blvd
(Fort Walton Transfer Station) and at the Baker Landfill (Baker Transfer Station) in Okaloosa
County capable of receiving Acceptable Waste for further transfer to a disposal facility for
ultimate disposition
Unacceptable Waste shall mean wastes that are not accepted for Class I disposal These
materials include Infectious Waste and Hazardous Wastes as defined above those wastes
excluded from the definition of Acceptable Wastes and materials exhibiting the following
characteristics
(a) Hazardous placards or markings
(b) Liquids
( c) Powders or dusts
(d) Drums or commercial size containers
( e) Chemical odors
Other unacceptable materials include
(a) Asbestos containing wastes
(b) Ash
Okaloosa County Transfer Contract_Final Page 11 of52
( c) Fluorescent light bulbs
( d) Mercury containing devices
(e) Whole tires
(f) Liquid Wastes
White Goods means discarded washers dryers refrigerators ranges microwave ovens water
heaters freezers small air conditioning units and other similar domestic large appliances
Yard Trash means vegetative matter resulting from landscaping maintenance including
accumulation of lawn grass shrubbery cuttings or clippings and dry leaf rakings palm fronds
small tree branches bushes or shrubs green leaf cuttings fruits or other matter usually created
as refuse in the care of lawns and yards Yard Trash does not include treated wood or any form
of matter or debris resulting from tree removal land clearing land development building
demolition home improvement or waste generated by tree surgeons
ARTICLE 2 CONTRACT PURPOSE AND TERM
21 PURPOSE
The pmpose of this Agreement is to establish the terms and conditions under which
CONTRACTOR shall manage operate and maintain the Transfer Stations
22 EFFECTIVE DATE AND COMMENCEMENT DATE
This Agreement shall become effective when executed by the paities or when the Board
adopts the Ordinance establishing the rates specified herein whichever later occurs The
Commencement Date of service shall be the first Day of the month following the
Effective Date of this Agreement
Okaloosa County Transfer Contract_Final Page 12 of52
23 TERM
The term of this Agreement shall commence on the Effective Date and end on March 31
2016 The term of this Agreement may be renewed for one (1) additional term of five (5)
years commencing at the end of the initial te1m by mutual agreement of the parties
ARTICLE 3 COUNTY RESPONSIBILITIES
31 DELIVERY OF ACCEPTABLE WASTE
The COUNTY or others authorized by the COUNTY shall deliver Acceptable Waste to
the Transfer Stations and Recyclable Materials to the Recycling Facility
32 MANNER OF DELIVERIES
The COUNTY shall grant to CONTRACTOR reasonable authority to deny admission to
the Transfer Stations of any vehicle carrying refuse which may leak spill or allow waste
to be blown or scattered about the Transfer Stations before unloading at the site
33 COOPERATION
COUNTY shall cooperate with CONTRACTOR in CONTRACTORs efforts to obtain
and renew all required permits licenses and approvals shall not appear as an objector in
any proceeding to consider the granting or renewal of such permits licenses or approvals
and shall promptly and reasonably consider any applications by CONTRACTOR
ARTICLE 4 CONTRACTOR RESPONSIBILITIES
41 OWNERSHIP AND TRANSFER OF OWNERSHIP
411 Throughout the full term of this Agreement the CONTRACTOR shall retain
ownership of the Transfer Stations and Recycling Facility At the conclusion of
the full term of the Agreement or in the event of CONTRACTOR default and
Okaloosa County Transfer Contract_Final Page 13 of52
termination by the COUNTY the Baker Transfer Station and all real property at
the Fort Walton Beach Transfer Station and Recycling Facility will be wholly
owned by the COUNTY and CONTRACTOR shall convey in Required Tum
Back Condition good and marketable title to the same to the COUNTY free and
clear of all liens or other encumbrances For the purposes of this Agreement real
property means the Fort Walton Beach Transfer Station and Recycling Facility
property as defined by the warranty deeds in Exhibit B and all physical buildings
and structures thereon including all equipment and fixtures with the exception of
rolling stock
412 In order to establish the Required Turn Back Condition of all real property at the
Transfer Stations and Recycling Facility and the need for repairs or replacements
if any the COUNTY and the CONTRACTOR shall conduct a joint inspection(s)
of the Facilities sites and buildings to include the utilities no later than thirty
(30) Days after the Effective Date of this Agreement The COUNTY and the
CONTRACTOR shall develop a list of any necessary repairs or replacements that
the CONTRACTOR is responsible for paying for andor performing such repairs
or replacements and establish a schedule for completing such work The
condition of the Facilities sites and buildings following completion of such
repairs and replacements shall be the Required Tum Back Condition allowing for
normal wear and tear commensurate with the time of use and considering the
CONTRACTORs responsibilities for maintenance repair and replacement
413 The CONTRACTOR shall maintain and convey at the conclusion of the full term
of this Agreement all real property at the Transfer Stations and Recycling Facility
to the COUNTY in Required Turn Back Condition The COUNTY shall notify
the CONTRACTOR of any deficiencies in the Required Tum Back Condition
and CONTRACTOR shall remedy such deficiencies
42 CAPITAL IMPROVEMENTS
The CONTRACTOR shall be solely responsible for the cost of all capital improvements
to the Transfer Stations and Recycling Facility
Okaloosa County Transfer Contract_Final Page 14 of 52
43 PERMITTING AND COMPLIANCE
The CONTRACTOR shall be responsible for obtaining and maintaining permits
approvals and licenses as are requrred for the operation of the Transfer Stations and
Recycling Facility CONTRACTOR shall operate the facilities in compliance with all
requirements of Federal State and local laws rules ordinances and regulations
applicable to the management of such facilities and as contained in the permits issued
relative to the facilities CONTRACTOR and the COUNTY agree to cooperate fully with
one another within reason in all efforts undertaken pursuant to this paragraph The
CONTRACTOR shall be responsible at its sole cost for the payment of all fines
penalties and citations that the CONTRACTOR may incur
44 ACCEPTANCE OF WASTE
In accordance with applicable operational protocol established by the CONTRACTOR
and with the approval of the COUNTY CONTRACTOR shall provide operate and
maintain facilities for the receipt of Acceptable Waste brought to the Transfer Stations
441 Acceptable Waste The CONTRACTOR shall process Acceptable Waste received
at the Transfer Stations in accordance with applicable Federal State and local
regulations and in a manner which would not be likely to pose a threat to public
health and safety
442 Special Waste CONTRACTOR shall implement a program to identify and
manage Special Waste Any testing or additional charges for the receipt handling
and disposal of Special Waste shall be as agreed between the CONTRACTOR
and the generator or transpmier of the Special Waste
443 Unacceptable Waste The CONTRACTOR shall exercise its best efforts to avoid
the acceptance of Unacceptable Waste at the Transfer Stations The
CONTRACTOR shall process Unacceptable Waste received at the Transfer
Stations in accordance with applicable Federal State and local laws rules
ordinances and regulations and in a manner which would not be likely to pose a
threat to public health and safety The CONTRACTOR shall indemnify the
Okaloosa County Transfer Contract_Final Page 15 of 52
COUNTY for any liability claim or damages imposed as a consequence of
CONTRACTORs failure to process such material in accordance with applicable
Federal State or local regulations Any testing required or additional charges
imposed for the receipt handling and disposal of Special Waste shall be as agreed
between the CONTRACTOR and the generator or transporter of the Unacceptable
Waste
45 OPERATING REQUIREMENTS
451 The CONTRACTOR will provide at CONTRACTORs expense all the utilities
used in operating the Transfer Stations and Recycling Facility At the Baker
Transfer Station the CONTRACTOR shall pre-treat leachate to a pH between 60
and 85 The COUNTY shall transport the treated leachate for further treatment
and disposal
452 The CONTRACTOR shall be responsible for the maintenance and repair of all
real property at the Transfer Stations and Recycling Facility in accordance with
industry and operational standards It shall also be the CONTRACTORs
responsibility to replace all or part of the property fixtures machinery
improvements and equipment as required to maintain the operation and
performance of the Transfer Stations and Recycling Facility including facility
expansion necessary to accommodate increased throughput The CONTRACTOR
shall maintain and or replace as appropriate all rolling stock utilized by the
CONTRACTOR in performance of this Agreement
453 The CONTRACTOR shall specifically establish a procedure for monitoring the
wear on the waste receiving floors and shall establish a repair procedure before
the wear has progressed to the point that further wear could jeopardize the
renewal of the floor surface or involve replacement of the steel reinforcement in
the floor The floor shall be resurfaced by the CONTRACTOR at least once
during the te1m ofthis Agreement
Okaloosa County Transfer Contract_Final Page 16 of 52
454 The CONTRACTOR shall remove Solid Waste from the transfer station tipping
floors in accordance with its operating permits
455 The CONTRACTOR shall operate the facilities to allow for a turnaround time of
not greater than twenty (20) minutes for vehicles delivering waste or Recyclable
Materials
456 The Transfer Stations and Recycling Facility will be maintained in a neat clean
and attractive manner consistent with its function and present a positive public
appearance
457 The CONTRACTOR shall control litter at the Transfer Stations and Recycling
Facility sites Adequate litter control is defined as minimizing litter leaving the
site and the collection of off-site and on-site litter at the end of eve1y business
day
458 The CONTRACTOR shall separate tires White Goods and Electronics delivered
to the Transfer Stations from other waste and place them in separate containers as
provided by the COUNTY
46 HOURS AND DAYS OF OPERATION
The Transfer Stations and Recycling Facility will be open to the public from 600 am
until 500 pm Monday through Friday and 600 am until 1200 noon Saturday The
COUNTY reserves the right to alter the operating hours of the facilities The
FRANCillSEE and COUNTY agree to negotiate a reasonable rate adjustment if such
change in operating hours affects operating costs
47 HOLIDAYS
The CONTRACTOR will close the Transfer Stations and Recycling Facility on the
following holidays New Years Day Thanksgiving and Clumiddotistmas
Okaloosa County Transfer Contract_Final Page 17 of 52
48 COUNTY ACCESS
The CONTRACTOR shall afford reasonable access at any reasonable time to the
Transfer Stations and Recycling Facility by the COUNTY its authorized agents or public
authorities having regulatory jurisdiction over the facilities Such visits shall be
conducted in a manner so as to cause minimum interference with the performance of
CONTRACTOR s responsibilities hereunder All persons conducting such visits shall
provide appropriate identification and shall comply with CONTRACTORs established
safety rules and regulations
49 TRANSPORTATION OF ACCEPTABLE WASTE
The CONTRACTOR shall be responsible for all transportation of Acceptable Waste
except White Goods and tires once it has been accepted for disposal at the Transfer
Stations The CONTRACTOR shall transport Electronics to the COUNTY facility
designated by Authorized Representative The CONTRACTOR may transpmt
Constmction and Demolition Debris to a permitted facility of its choosing The
CONTRACTOR shall transpmt all other Acceptable Waste to the Spring Hill Regional
Landfill and shall have the duty to ensure that the transportation will be performed in
accordance with applicable regulations and will be prompt safe and efficient Upon
approval by the Authorized Representative the CONTRACTOR may transpmt
Acceptable Waste to a different permitted facility If such facility is closer to Okaloosa
County than the Spring Hill Regional Landfill the CONTRACTOR and COUNTY shall
negotiate a co=ensurate rate adjustment
410 PROCESSING OF RECYCLABLE MATERIALS
The CONTRACTOR shall be responsible for all transportation and processmg of
Recyclable Materials accepted at the Recycling Facility
411 RECORDKEEPING AND REPORTING
4111 The CONTRACTOR records required herein shall be maintained in electronic
database format utilizing Microsoft software or in a format approved by the
Okaloosa County Transfer Contract_Final Page 18 of 52
Authorized Representative The databases shall be readily available for inspection
by the COUNTY at any time during normal operating hours and information in
the records shall be shared with the COUNTY upon request
4112 The CONTRACTOR shall weigh and record all inbound and outbound vehicles
carrying materials including transfer trucks at the Fort Walton Beach Transfer
Station and Recycling Facility Each vehicle delivering waste or Recyclable
Materials shall be properly identified and authorized in a manner satisfactory to
the COUNTY and CONTRACTOR Weights of all waste and Recyclable
Materials shall be recorded in the COUNTYs WasteWorks system
4113 The weight of Acceptable Waste and Recyclable Materials shall be determined
using the weigh scales at the facility The CONTRACTOR shall at regular
intervals test the accuracy of the weigh scales such testing shall occur at least
once every ninety (90) Days The test records for the term of this Agreement shall
be kept on file in the scale house at the facility
4114 The CONTRACTOR shall maintain the original weight records that identify the
vehicles the time of weighing( s) and the tare weights of the vehicles for a period
of five (5) years after which CONTRACTOR may dispose of such records The
CONTRACTORs records so developed will be used as a basis for calculating
quantities of waste and Recyclable Materials and shall be subject to review
including spot checking by the COUNTY at its discretion on site or made
available to the COUNTY at such times as it may reasonably request Required
records in this category include but are not limited to itemized statements of the
amount of Acceptable Waste delivered to the Transfer Stations as further defmed
in Article 4
4115 The COUNTY shall be entitled to have its designated representatives at the
Transfer Stations and Recycling Facility at all times and CONTRACTOR shall
designate a suitable site for an office if required by COUNTY The COUNTY
shall further have the right to station its employees at all weigh scales to verify the
Okaloosa County Transfer Contract_Final Page 19 of52
correctness of the weight records and the CONTRACTOR shall provide
reasonable space for said employees
4116 The CONTRACTOR shall provide the Authorized Representative with its internal
tonnage report which shall include all waste delivered to the Transfer Stations
and all Recyclable Materials delivered to the Recycling Facility Tonnage shall
be broken down by material type and source of generationdelivery with all waste
and Recyclable Materials collected within the COUNTYs Franchise Area clearly
noted For Recyclable Materials collected within the COUNTYs Franchise Area
the CONTRACTOR shall provide an estimate of the breakdown of such material
by commodity Such report shall be submitted in electronic format within seven
(7) Days after the end of each month
412 TRANSITION
4121 The CONTRACTOR shall cooperate with the COUNTY or its designated
contractor during any transition period at the end of this Agreement Such
cooperation includes but is not limited to allowing site visits of the facilities by
the COUNTY or its contractor with advance notice and ensuring all facilities are
in Required Tum Back Condition pursuant to Paragraph 41
4122 The CONTRACTOR shall transfer all active facility permits for the Transfer
Stations and Recycling Facility to the COUNTY or its designated contractor as
requested by the COUNTY in a timely manner so as to avoid any disruption of
service
ARTICLES CONTRACTORS COMPENSATION
51 BASE RATE
The combined total rate for Acceptable Waste handling transportation and disposal paid
to the CONTRACTOR by the COUNTY shall be $3677 per Ton ofrep011ed and verified
waste receipts with the exception of Recyclable Materials Special Waste or
Okaloosa County Transfer Contract_Final Page20 of52
Construction and Demolition Debris managed at the facilities This rate shall take effect
on the Commencement Date of this Agreement and shall continue without adjustment
through September 30 2011
52 RATE ADJUSTMENTS
On October I 2011 and October 1 of each subsequent Contract Year of this Agreement
the CONTRACTORs base rate as provided in Paragraph 51 shall be adjusted
accmding to the following methodology as further explained in Exhibit C seventy
percent (70) of the rate shall be adjusted based on seventy-five percent (75) of the
percentage change in the CPI for the twelve (12) months ending on the preceding June
30ili and thirty percent (30) of the rate shall be adjusted based on the percent change in
the US Department of Energy Fuel Index for the previous twelve (12) months ending on
the preceding June 30ili The total rate adjustment each year may not exceed two percent
(2) of the previous years rates
53 BILLING AND PAYMENT OF CONTRACTORS FEES
531 CONTRACTOR shall keep records of all Acceptable Waste received at the
Transfer Stations as described herein
532 CONTRACTOR shall invoice the COUNTY monthly for the handling
transportation and disposal fees as set forth herein for Acceptable Waste
received at the Transfer Stations This invoice must include detailed information
regarding waste receipts including Solid Waste Bulk Waste Special Waste
Recyclable Material Unacceptable Waste and Merchant Waste in a format
approved by the Authorized Representative Only waste receipts reported using
this format and verified by the COUNTY will be paid COUNTY shall pay such
invoices within thirty (30) Days from the date of invoice or request additional
info1mation if adequate information is not provided
Okaloosa County Transfer Contract_Final Page 21 of52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS
COUNTY shall be responsible for the setting and collection of charges associated with all waste
receipts except as provided herein
61 ACCEPTABLE WASTE
The rates charged for Acceptable Waste will be as established by COUNTY Ordinance
No 00-08 and any amendments thereto If a waste load is too small to be accurately
weighed by the Transfer Stations weigh scales a flat rate shall be charged to the
customer per vehicle as established by COUNTY Ordinance No 00-08 and any
amendments thereto
62 SPECIAL WASTE
CONTRACTOR shall be responsible for setting rates associated with Special Waste
63 CONSTRUCTION AND DEMOLITION DEBRIS
CONTRACTOR shall use its best efforts to deliver a mmnnum of 1000 Tons of
Construction and Demolition Debris (CampD) per month to the Transfer Stations
collectively The COUNTY shall charge the CONTRACTOR a Ten Dollar ($1000) per
Ton host fee for all CampD material delivered to the Transfer Stations This CampD material
shall not be subject to any additional charges or Costs including tipping fees by the
COUNTY to the CONTRACTOR
64 RECYCLABLE MATERIALS
Recyclable Materials delivered by or on behalf of the COUNTY Incorporated
Municipalities or by private citizens directly or collected by the CONTRACTOR from
Commercial Business Establishments in the COUNTY will be accepted at no charge
The CONTRACTOR may negotiate Recyclable Materials processing fees with other
entities delivering such materials to the Recycling Facility
Okaloosa County Transfer Contract_ Final Page22 of52
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS
71 COUNTY RECYCLABLE MATERIALS
The CONTRACTOR shall pay the COUNTY revenue for each Ton of Recyclable
Materials delivered by or on behalf of the COUNTY to the Recycling Facility as follows
711 Each month the CONTRACTOR shall calculate the Average Market Value
(AMV) of Recyclable Materials defined as the sum of commodity prices (US
Dollar per Ton) posted on the first week of the month for the Southeast USA in
SecondaryMaterialsPricingcom and SecondaryFiberPricingcom multiplied by
the composition of the Recyclable Materials as defmed in Table 1 Exhibit D
provides an example ofthis calculation
Table 1
Composition ofRecyclable Materials and Market Indexes for Determining AMV
lVIaterial Index Description Percentale Newspaper (ONP) PSI 8 Baled FOB sellers dock 5260 Corrugated Cardboard (OCC) PSI 11 Baled FOB sellers dock 1130 Mixed Paper PSI 1 Baled FOB sellers dock 460 Aseptic Containers NIA 000 Aluminum Cans Aluminum Cans Sorted and Baled Delivered 170 Steel Cans Steel Cans Sorted and Baled Delivered 230 PET PET Baled Picked Up 460 HDPE (Natural) Natural HDPE Baled Picked Uo 090 HDPE (Colored) Colored HDPE Baled Picked Up 180 Clear Glass Flint Delivered 830 Green Glass Green Delivered 450 Brown Glass Amber Delivered 490 Contamination NIA 250
712 Each month the CONTRACTOR shall pay revenue to the COUNTY based on
the AMV equal to the total Tons of Recyclable Materials delivered by or on
behalf of the COUNTY multiplied by the revenue payment in Table 2 The
revenue payment in Column A will be in effect through March 31 2013 and that
in Column B will be in effect after that date If a Mate1ials Recovery Facility
Okaloosa County Transfer Contract_Final Page23 of52
(MRF) is developed by the CONTRACTOR within a 200 mile radius of the
COUNTY prior to March 31 2013 the revenue payment in Column B will go
into effect when such MRF becomes operational
Table 2
Per Ton Revenue Payment to COUNTY Based on AMV
Avera2e Market Value COLUMN A COLUMNB
Low Hi2h
Revenue Payment to COUNTY ($Ton)
until March 31 2013
Revenue Payment to COUNTY($Ton)
after March 31 2013 lt$8001 $9000 $2000 $2000
$9001 $10000 $2000 $2500
$10001 $11000 $2000 $3000 $11001 $12000 $2000 $3500
$12001 $13000 $2500 $4000
$13001 $14000 $3000 $4500 $14001 $15000 $3500 $5000 $15001 $16000 $4000 $5500 $16001 $17000 $4500 $6000
$17001 $18000 $5000 $6500 $18001 $19000 $5500 $7000 $19001 $20000 $6000 $7500
$20001 $21000 $6500 $8000 $21001 $22000 $7000 $8500
$22001 gt$23000 $7500 $9000
713 No later than the fifteenth (15th) Day of each month the CONTRACTOR shall
submit a Monthly Payment Report in a format approved by the Authorized
Representative for the previous calendar month detailing the calculation of each
revenue payment and the total revenue payment due to the COUNTY Said
revenue payment shall be remitted to the COUNTY within thirty (30) Days from
the end of the month for which the payment is being made
714 The CONTRACTOR may request a study to measure the composition of
Recyclable Materials utilized to calculate the AMV pursuant to Paragraph 7 1
Okaloosa County Transfer Contract_Final Page 24 of52
Table I of this Agreement such request being subject to approval by the
COUNTY If approved by the COUNTY the CONTRACTOR and COUNTY
shall jointly develop a methodology and cost estimate to conduct the composition
study The final methodology and selection of the Independent Third Party to
conduct the study must be approved by the Authorized Representative The
parties shall share equally in paying for the cost of the study Study results are
subject to final approval by the Authorized Representative Once approved
adjustments to the composition of Recyclable Materials shall become effective for
the following month and remainder of the term of the Agreement or until further
adjusted in accordance with this article
72 OTHER RECYCLABLE MATERIALS
The CONTRACTOR will remit $20 per Ton of Recyclable Material received at the
Recycling Facility that is not subject to Paragraph 71 with the exception of Recyclable
Materials not generated in Okaloosa County
ARTICLE 8 PERFORMANCE BOND
The CONTRACTOR shall furnish to the COUNTY a performance bond issued by a surety
licensed to do business in the State of Florida for the faithful performance of the Agreement and
all obligations arising hereunder The performance bond shall be made payable in favor of
Okaloosa County Florida or in lieu thereof pay to the COUNTY the sum of $200000000 A
complete bond shall be issued at least thirty (30) Days prior to the Commencement Date of this
Agreement
ARTICLE 9 LIQUIDATED DAMAGES
If the CONTRACTOR does not substantially fulfill its obligations under this Agreement the
COUNTY shall provide written notice to the CONTRACTOR of specific areas of deficiency
Examples of such deficiencies include but are not limited to the following
Okaloosa County Transfer Contract_Final Page 25 of 52
(a) Violation of environmental laws
(b) Inadequate litter control at the Transfer Stations andor the Recycling Facility Adequate
litter control is defined as minimizing litter leaving the site and the collection of off-site
and on-site litter at the end of every business day
(c) Failure to remove Solid Waste from the transfer station tipping floor in accordance with
FRANCHISEEs operating permits
(d) Other conditions created by the CONTRACTOR that could impact public health and
safety and
(e) Poor maintenance of the Transfer Stations and Recycling Facility and equipment
resulting in a poor public image of the facilities
The CONTRACTOR shall initiate reasonable steps to correct these deficiencies within seventyshy
two (72) hours of written notice If the CONTRACTOR does not initiate reasonable steps within
seventy-two (72) hours the COUNTY may at its discretion impose liquidated damages of $500
per Day until deficiencies are satisfactorily con-ected as determined by the COUNTY If the
CONTRACTOR has not con-ected these deficiencies within thirty (30) Days of receipt of written
notice the CONTRACTOR will be considered in default of the Agreement and the COUNTY
may terminate this Agreement and recover damages in the full amount of the performance bond
The COUNTY may assess liquidated damages pursuant to this Aliicle on a monthly basis and
shall at the end of each month notify the CONTRACTOR in writing of the liquidated damages
assessed and the basis for each assessment In the event the CONTRACTOR wishes to contest
such assessment(s) the CONTRACTOR shall within five (5) Days after receiving such notice
request in writing an opportunity to be heaimiddotd by the Board and present its defense to such
assessment(s)
The COUNTYs Authorized Representative shall notify the CONTRACTOR in writing of any
action taken with respect to CONTRACTORs claims and the decision of the Board will be final
Okaloosa County Transfer Contract_Final Page 26 of 52
ARTICLE 10 DEFAULT AND TERMINATION
The COUNTY may terminate this Agreement except as otherwise provided below in this
paragraph by giving CONTRACTOR fifteen (15) Days advance written notice upon the
happening of any one of the following events
(a) The CONTRACTOR fails to remedy deficiencies as noted in Article 9 within
thirty (30) Days of receipt ofwritten notice by the COUNTY
(b) The CONTRACTOR takes the benefit of any present or future insolvency statute
or shall make a general assigmnent for the benefit of creditors or file a voluntary
petition in bankruptcy or a petition or answer seeking readjustment of its
indebtedness under the Federal United States or any state thereof or consent to
the appointment or a receiver trustee or liquidator of all or substantially all of its
property or
(c) By order or decree of a court the CONTRACTOR shall be adjudged bankrupt or
an order shall be made approving a petition filed by any of its creditors or by any
of the Stockholders of the CONTRACTOR seeking its reorganization or the
readjustment of its indebtedness under federal bankrnptcy laws or under any law
of statute of the United States or of any state thereof provided that if any such
judgment is stayed or vacated within sixty ( 60) Days after the entry thereof any
notice of cancellation shall be and become null void and of no effect or
(d) By or pursuant to or under authority of any legislative act resolution or rule or
any order or decree of any cornt or government board agency or office having
jurisdiction a receiver trustee or liquidator shall take possession or control of all
or substantially all of the property of the CONTRACTOR and such possession of
control shall continue in effect for a period of sixty ( 60) Days or
(e) The CONTRACTOR shall voluntarily abandon desert or discontinue its
operation hereunder granted
Okaloosa County Transfer Contract_Final Page 27 of52
Then such shall be considered a material breach of this Agreement and the Authorized
Representative shall notify the CONTRACTOR in writing of the breach If within a period of
fifteen (15) Days the CONTRACTOR has not eliminated the conditions considered to be a
breach of contract or having so co=enced shall fail thereafter to continue with diligence the
cming thereof the Authorized Representative shall notify the Board
After these fifteen (15) Days the COUNTY can cause the CONTRACTOR to be obligated to pay
the COUNTY the amount specified in the bond and has the authority to terminate this
Agreement
ARTICLE 11 INSURANCE
111 CONTRACTORS INSURANCE
1111 The CONTRACTOR shall not co=ence any work in connection with this
Agreement until he has obtained all required insurance and such insurance has
been approved by the Okaloosa County Risk Management Director
1112 All insurance policies shall be with insurers licensed to do business in the State of
Florida and any insuring company is required to have a rnininimn rating of A
Class X in the Best Key Rating Guide published A M Best amp Co Inc
1113 All insurance shall include the interest of all entities names in and its respective
agents consultants servants and employees of each and all other interests as may
be reasonably required by Okaloosa County as Additional Insured The coverage
afforded the Additional Insured under this policy shall be primary insurance If
the Additional Insured have other insurance that is applicable to the loss such
other insurance shall be on an excess or contingent basis The amount of the
companys liability under this policy shall not be reduced by the existence of such
other insurance
Okaloosa County Transfer Contract_Final Page 28 of 52
1114 The County of Okaloosa shall be listed as Additional Insured by policy
endorsement on all insurance contracts applicable to this Agreement except
Workers Compensation and Professional Liability
1115 The County of Okaloosa shall be furnished proof of coverage by certificates of
insurance (COI) and endorsements for every applicable insurance contract
required by this Agreement The COI s and policy endorsements must be
delivered to the Autho1ized Representative not less than ten (10) Days prior to the
commencement of any and all contractual agreements between the County of
Okaloosa and the CONTRACTOR
1116 The COUNTY shall retain the right to reject all insurance contracts that do not
meet the requirement of this Agreement Further the COUNTY reserves the right
to change these insurance requirements with 60-Day notice to the
CONTRACTOR
1117 The insurance definition of Insured or Additional Insured shall include
Subcontractors Sub-subcontractors and any associated or subsidiary companies
of the CONTRACTOR which are involved and which is a part of the contract
1118 The COUNTY reserves the right at any time to require the CONTRACTOR to
provide certified copies of any insurance policies to document the insurance
coverage specified in this Agreement
1119 The designation of CONTRACTOR shall include any associated or subsidiary
company which is involved and is a part of the contract and such if any
associated or subsidiary company involved in the project must be named in the
Workers Compensation coverage
111IOAll policies shall be written so that the COUNTY will be notified of cancellation
or restrictive amendments at least thirty (30) Days prior to the effective date of
such cancellation or amendment Such notice shall be given directly to the
Authorized Representative
Okaloosa County Transfer Contract_Final Page 29 of 52
112 WORKERS COMPENSATION INSURANCE
1121 The CONTRACTOR shall secure and maintain during the life of this agreement
Workers Compensation insurance for all of his employees employed for the
project or any site connected with the work including supervision administration
or management of this project and in case any work is sublet with the approval
of the County of Okaloosa the CONTRACTOR shall require the Subcontractor
similarly to provide Workers Compensation insurance for all employees
employed at the site of the project and such evidence of insurance shall be
furnished the County of Okaloosa not less than ten (10) Days prior to the
conunencement of any and all subcontractual agreements which have been
approved by the County of Okaloosa
1122 Such insurance shall comply with the Florida Workers Compensation Law
1123 No class of employee including the CONTRACTOR himself shall be excluded
from the Workers Compensation insurance coverage The Workers
Compensation insurance shall also include Employers Liability coverage
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE
1131 The CONTRACTOR shall maintain Business Automobile Liability insurance
coverage throughout the life of this Agreement The insurance shall include
Owned Non-owned amp Hired Motor Vehicle coverage
1132 The CONTRACTOR shall carry other Conunercial General Liability insurance
against all other Bodily Injury Property Damage and Personal and Advertising
Injury exposures The coverage shall include both On- and Off-Premises
Operations Contractual Liability Board Form Property Damage and
Professional Liability
1133 All liability insurance ( other than Professional Liability) shall be written on an
occurrence basis and shall not be written on a claim-made basis If the insurance
Okaloosa County Transfer Contract~Final Page 30 of 52
is issued with an aggregate limit of liability the aggregate limit of liability shall
apply only to the locations included in this Agreement If as the result of any
claims or other reasons the available limits of insurance reduce to less than those
stated in the Limits of Liability the CONTRACTOR shall notify the Authorized
Representative in writing The CONTRACTOR shall purchase additional liability
insurance to maintain the requirements established in this Agreement Umbrella
or Excess Liability insurance can be purchased to meet the Limits of Liability
specified in this Agreement
1134 Commercial General Liability coverage shall be endorsed to include the
following
Premises - Operation Liability
Occurrence Bodily Injmy and Property Damage Liability
Independent CONTRACTORs Liability
Completed Operations and Products Liability
1135 CONTRACTOR shall agree to keep in continuous force Commercial General
Liability coverage including Completed Operations and Products Liability for two
(2) years beyond acceptance ofproject
114 LIMITS OF LIABILITY
The insurance required shall be written for not less than the following or greater if
required by law and shall include Employers liability with limits as prescribed in this
contract
LIMIT
A Workers Compensation
(1) State Statut01y
(2) Employers Liability $1000000 each accident
B Business Automobile amp Commercial $1000000 each occurrence
General Liability Insurance (A combined single limit)
C Personal and Adve1tising Injury $250000
D Pollution Liability $10000000 each occurrence
Okaloosa County Transfer Contract_Final Page 31 of 52
115 NOTICE OF CLAIMS AND LITIGATION
The CONTRACTOR agrees to report any incident or claim that results from performance
of this Agreement The COUNTY representative shall receive written notice in the form
of a detailed written repmi describing the incident or claim within ten ( 10) Days of the
CONTRACTORs knowledge In the event such incident or claim involves injury andor
property damage to a third party verbal notification shall be given the same Day the
CONTRACTOR becomes aware of the incident or claim followed by a written detailed
report within ten (10) Days of verbal notification
116 INDEMNIFICATION AND HOLD HARMLESS
To the fullest extent permitted by law CONTRACTOR shall indemnify and hold
harmless COUNTY its officers and employees from liabilities damages losses and
Costs including but not limited to reasonable attorney fees to the extent caused by the
negligence recklessness or intentional wrongful conduct of the CONTRACTOR and
other persons employed or utilized by the CONTRACTOR in the performance of this
contract
117 CERTIFICATES OF INSURANCE
1171 Certificates of insurance in duplicate indicating the job site and evidencing all
required coverage must be submitted to and approved by Okaloosa County prior
to the commencement of any of the work The certificate holder(s) shall be as
follows
Okaloosa County
602-C No1ih Pearl Street
Crestview Florida 32536
1172 All policies shall expressly require thirty (30) Days written notice to Okaloosa
County at the address set out above or the cancellations of material alterations of
such policies and the Certificates of Insurance shall so provide
Okaloosa County Transfer Contract_Final Page32 of52
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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John W Minger 1350 E John Sims Pkwy Niceville FIorida 32578
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wmiddotM~middot7J middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot ~
Lois Jones STATE OF Flori COUNTY OF Ca]oosa
I HlllampIY CIATIFY lhfl on 1hi1 day btfor me an olfictt d11l1 nliltelbld middot in 11M $1amp11 afOffllid ampnd In 1M Cova11 alonuid to Ille UkllllMtiplfntt ptllDIUIU apptAltclJlh If 1111gar poundKee Vice President ~Jleve1opnmtt Ollpiey Inc
FILEtl 1247660 OKALOOSA COUNTYFLORIDA
I
R~D1 MAR 11 1993 8 3144 PM NEWNAN C BRACKIN CLERK
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Northgate DeVelomicrorent Canpany Inc
bull -11on unJ tho 1w f Florida ino -1 i o fufnnbull 1350 E John Sims Pkwy Niceville FL 32578 ~naff1r colW tiamp gronlor lo Okaloosa Board of County Cctrmissioners
colioi potoltc ddr u Okaloosa County courthouse OFFICIAL RECORDS Crestview Fl 32536 BK 1732 PG 486
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LEXAL DESCRIPrIOO CCHoIDvCIN3 at the concrete nonurrent (1980 FAFB) rrarking the NW corner of the NE ( ~f section 8 lbwnship 2 South Range 24 West Okaloosa Co1lllty Florida run S88-2048E along the north boundacy thereof 62500 feet to a concrete mgtrnnEnt numbered 3501 thence S03deg00 1 181w 20006 feet to a concrete rronurrent mmtered 3501 and the POINI OF BEGINNIIlaquo thence continue S03deg00 1 l811W 6602 feet to a concrete mmUOOlt numbered 3501 thence S88deg2048 11E 113000 feet to a ooncrete nonument mmbered 3501 on the weseerly right-of-way line of the Hill Avenue Extension AKA Freedan-Way thence N07deg1545 11E along said right-of-way line 6632 feet to a concrete rromment nurrbered 3501 thence N88deg2048W 113493 feet to the POINT OF BffiINNING Containing 172 acres nore or less SUbject to easanent of record ittls property is to be used as county maintained road
Togtlfatr wfll oU 1k l1Mriuntt lrcll10ffl9ftlt csnd PurffflGICff -- ~ or M - wlte appertlllrdnf
to llaue and hi ltlld i 1=
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MADAIIIS OrPICE SUPPLY -2138113 WAHANff OUO =01-iunON
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Northgate Develomicronent company Inci
J IIbull i pi oA carpofGflon bulldlllnQ unJ IA ruw al Florida lutiMti 1111 203 John C Sims Parkway Niceville Florida 32578 Ibullmiddotmiddotmiddotmiddot -~ 1bull1elnoflf cauJ 11 grontor to
1affelnotr eatrlaquol rr glllllfN
1tflbttsStlh Tlw IM bullmiddot o J In eondJlon o If wn o I 1000 J olr valuofI conttdtfoUoru NmlPl whro lf Jarfy aclinowiJaJ b t-bullbull pNtenb do oad NlValn U isbm w111Ue Nto mn1M1 and confmn unlo 1M granfN call IIat ctdn Lind uuue Oi Okaloosa Counl Florida ~Iamp
LFGAL DFSCRIPrION PARCEL B BEGINNING at the concrete monument marking (1980 JilFB) the NW corner of the NE of Section 8 Township 2 South Range 24 West Okaloosa OJunty Florida run S88deg20 14811 E along the north boijndary thereof 62500 feet to a concrete monunent numbered 3501 tBence S03 001 l81W 46000 feet to a concrete monument numbered 3501 thence N88 2048W 62500 feet to a concrete monument num~red 3501 on the west boundary of the aforesaid NE~ of Section 8 thence N03 0018E along said west boindary 46000 feet to the POINT OF BEGINNING Containing 660 acres more or less middot
Togtlhff WlH apparialnlRQ
To llaue and to Bold 1 r ff Bod th gPIWOr h-b oo-- wllfa ald a~ 1Jm U t lcwuil bullefud ol Mid land tn bull
bnp1 IIal II lo good ~hi J lwul owlori1 lo ll J con- 4JJ IonI Ml U _ vll _ n111u 11a ml fo rdd kI iiil w-lU df=rd tL ==-~~ ~e ~ Luof2J c~ of all~ wAaRUatNr
and duat old land t Ne ol cU encwnLroncu FLORIDA DOCUMENTARY STAMP TAX REQUIRED BY LAW IN THE AMOUNT OF IJVe(Sdeg1AS BEEN P bull NEWMAN C BR CKIN CLERK OKAL COU TY B DC
~0~~ ohn wbull MingerL ExecbullVice Pres-middotmiddotmiddot
IPACl ULOW 01 IKO-flgtIH VU
I HERampBY CERTIFY thn on thibull dar bdou me an officer dulr authoriud in 1hc Stilt aforuald and in the County alorruid to ukc ucknowlrd~mn11 pcnonbullllr appnrtd
John w Minger Exec Vice Pres Northgate Developnent Ompany Inc
RCD1 OCT 23 1989 NEWMAN C BRACKIN
FILElt 1058478 OKALOOSA COUNTYFL0R1DA
r Waste Management Inc of Florida
w~o11 poatollH addra U 500 Cypress Creek Road West Suite 300 Fort Lauderdale Florida 33309
I
t
I
l I [ L_) middot
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I 251 PM f-
CLERK i
-
EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
1300299
I DATE MMIODNYYY)ACORDreg CERTIFICATE OF LIABILITY INSURANCA0111--- 91232010 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY ANO CONFERS NO RIGHTS UPON THE CERTIFICATE LOCKTON COMPANIES LLC 5847 SAN FELlPE SUITE 320
HOLOER THIS CERTIFICATE DOES NOT AMEND EXTEND ORHOUSTON TX 77057 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW 866-2603538 ~ INSURERS AFFORDING COVERAGE NAIC
INSURED WASTE MANAGEMENT HOLDINGS INC amp ALL AFFILIATED tNSURlRA ACE Amcrfonn Insurance Comnanv 22667 RELATED amp SUBSIDIARY COMPANIES INCLUDING INSUREl0 Indemnitv lnsurance Co of North America 43575 WASTE MANAGEMENT INC OF FLORIDA NSURERC ACE Prooerty ampOuiualty Insurance Co 20699 I08 HILL AVENUE
INSURER 0FORT WALTON BEACH lL 32548
INSURER TIHS CERTIFICATE OF INSURANCE OOES NOT CONSTITtlTE A CONmACT llETVlEN THE ISSUINGCOVERAGES FLFTWABE AJ lNSURERlt AUl lOltlleD REPRESENTATIUE 0~ PRODUCER AND lllE CER1FlGATE HOLDER
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED N01WlTH5TANDlNG ANY REQUIREMENT TERM OR CONDITION Of ANY CONTRACT OR OTHER DOCUMENT VgtnTH RESPECT TO WHICM THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS
INSR Ni~~ POLICY NUMBER 8ifii~g~~ b~yenif~~bWWft LIMllSLm TYJgt_f OF INSURANCE
GENlRAL UIBllrtv EACH OCCURREE s 5 000 ODO A x COMMERGlAL GENERAL LIABILITY HOO G24938384 112010 112011 DAMAGE TO RENTED
5000 000PRldegES 1ia oocur=nce bull-D [RJ OCCURCLAIMS MADE MED EXP Anv ono person) $ xxxxxxx-X XCUINCLUDED e-
PERSONAL ampADV INJURY bull 5000000
X ISO FORM CG 00011207 f-
GENElML AGGREGATE bull 6000000 GENLAGGREGATE LIMIT APPLIES PER
ii POl~Y [x) ~~8T lxl LOC
PRODUCTS bull COMPOP AGG bull 6000000
AUTOlOBILE LIABILITY COMBINED 5lNGlE UMIT- bull 1000000A X ANYAUfO ISA H08583742 112010 112011 (Ea accictentJ-X ALL OWNED AUTOS BODILY NIURY- (Per person) $ xxxxxxx
SCHEDULED AUTOS-X HIRED AUTOS BODILY INJURY- bull xxxxxxxX NON-0INED AUTOS (Per nciltialll) ~
X MCS-90 PlmPERTY DAMAGE- (Per accidelll) bull xxxxxxx
GARAGF LIABILITY AlfTO ONLYmiddot EA ACCIDENT xxxxxxxmiddot=i ANYAUTO NOT APPLICABLE OTHER THAN EAACC xxxxxxx AUlO ONLY AGG bull xxxxxxx
EXCESS I UMBRELLA LIABILITY EACH OCCURRENCE 15 000000 C ]] OCCUR D CLAIMS MADE xoo 024902456 112010 112011 AGGREGATE bull 15000 000
=i 0 UMBRELLA xxxxxxx orouCTIBLE FORM $ xxxxxxx RETENTION S bull xxxxxxx
WORKERS COMPENSATION X I r~JI~Iiyens 1on1shy
B ANO EMPLOYERS UABJLIYY YIN WLR C4570936A (AOS) 112010 112011 pound0
A ANV PROPRIEYORIPARlNERJEXECUillE [[] WLRC4570937I (CA) 112010 112011 EL EACH ACCIDl=NT s 3000000OFFICERMEMBER EXCLUDED
A (Mandatl)ry ln lgtJH) SCF C45709383 (WI) 112010 112011 tL DISEASE - A EMPLOYEE $ 3000000 ~es describe under
EC1Al PROVISIONS below EL 01SEASE- POLICY LIMIT 3000000 A onmn XTR HOS58J754 lilnOtO 1IJ011 COMBINbU SINGLE LlMlT
EXCESS AIJTO $9000000 LIABILITY EACH ACCJDENTI
DESCRIPTION 01 OlEMrlONS f LOCAilONS I VEHICLES f EXCLUSIONS ADDED BY ENOOttSEMENt I SPfCIAL PROVISIONS CANCELLA110N 30 DAYS RXCEPT 10 OAVS NOTICE FOR NON-PAYMENT BLANKITT WAIVER OF SUBROGATION lS GRANTED INFAVOR OF CERTIFICATE HOLDER ON ALL POLICIES WHERE AND TO THE BXTENTREQUIRED DY WRlTrEN CONTRACT WHERE PERMISSIDLI av LAW CERTIFICATE HOLDER IS NAMED AS AN ADDITlONAL lNSUREO (EXCEPT FOR WORKERS COMPEL) WHEili AND T0111E EXTENT REQUIRED BY WRlTIEN CONTRACf RE SOLID WASTE TRANSFER STATION OPERATION AGREEMErn ADDITJONAL INSURED lN FAVOR OF OKALOOSA COUNTY FLORIDA (ON ALL POLICIES EXCEPT WORTltERS COMlENSA110NEL) WH6RE AND TO TIIE EXTENT JlEQU1RED BY WRl1TEN CONTRACT
-CERTIFICATE HOLOER CANCELLATION
11010816
OKALOOSA COUN1Y l~OJUDA 84 READY AVENUE FORT WAIfON BEACH FL 32548
SHOULD ANY OF THEABOVE DESCRIBED POLIClS BE CANCELLlD SEFORE nil EXPIRAtlON
DATE THEREOF THE ISSUING INSUREft Will Et-lOEAVOR TO MAIL 30 DAYS WRITilN
NOTICE 10 THE CfmTIFICATE HOLIJ~R NAMED TO THE LEFT BUT FAILOtlE 10 00 SO SHALL
IMPOSE NO OBLIGATION OR UABIIJiY OF ANY KIND UPON 1HI INSURCrt ITS AGlNTS OR
REPRESENTATIVES
AUnlORl~DREtrtE ENTATIVE _ shy- -~~- - -
-shyACORD 25 (200901) copy 1988-2009 ACORD CORPORATION All rights reserved
ThA- ACORD name and logo are 1middotegistered marks of ACORD
CHUBB GROUP OF INSURANCE COMPANIES
Surety Department 15 Mountain View Road PO Box 1615 Warren NJ 07061-1615 CHUBB Phone 908-903-3497 Facsimile 908-903-3656
Bond No 8206-49-24 FEDERAL INSURANCE COMPANY
PERFORMANCE BOND
Amount $200000000
Know All Men By These Presents
That we Waste Management Inc of Florida 108 Hill Avenue Fort Walton Beach FL 32548
(hereinafter called the Principal) as Principal and the FEDERAL INSURANCE COMPANY Warren New Jersey a corporation duly organized under the laws of the State of Indiana (hereinafter called the Surety) as Surety are held and firmly bound unto Okaloosa County Florida 84 Ready Avenue Fort Walton Beach FL 32548
(hereinafter called the Obligee) in the amount of
Two Million and No100 Dollars --shy
($200000000) for the payments of which we the said Principal and the said Surety bind ourselves our heirs executors administrators successors and assigns jointly and severally firmly by these presents
Sealed with our seals and dated this September 23 2010 WHEREAS the Principal entered into a certain Contract with the Obligee dated 5ef1otkr 2 I 2 a10 for Solid Waste Transfer Station Operation Agreement
in accordance with the terms and conditions of said Contract which is hereby referred to and made a part hereof as if fully set forth herein
NOW THEREFORE THE CONDITION OF THIS OBLIGATION IS SUCH that if the above bounden Principal shall well and truly keep do and perform each and every all and singular the matters and things in said Contract set forth and specified to be by said Principal kept done and performed at the times and in the manner in said Contract specified or shall pay over make good and reimburse to the above named Obligee all loss and damage which said Obligee may sustain by reason of failure or default on the part of the said Principal so to do then this obligation shall be null and void otherwise shall remain in full force and effect subject however to the following conditions
NOTWITHSTANDING ANYTHING CONTAINED IN THE CONTRACT TO THE CONTRARY THE LIABILITY OF THE PRINCIPAL AND THE SURETY UNDER THIS BOND IS LIMITED TO THE TERM OF THE CONTRACT FROM March 30 2011 TO March 31 2012 ANY EXTENSIONS OR RENEWALS OF THIS BOND MUST BE CONSENTED TO IN WRITING BY THE PRINCIPAL AND THE SURETY FAILURE TO EXTEND OR RENEW THIS BOND BY THE PRINCIPAL AND THE SURETY SHALL NOT CONSTITUTE A DEFAULT UNDER THIS BOND
Any suit under this bond must be instituted before the expiration of two (2) years from the date on which final payment under the Contract falls due
lnslr 2661042 BK 2954 PG1702Page 1 of 14 Recorded 10012010 al 1210 PM RECORDING $6450 RECORDING ARTICLE V $5600
Form 15M02-0300 (Rev 11-99) Contracts with Renewal Options Page 1 of 2
DEPUTY CLERK ABUSBEE DON W HOWARDCLERK OF COURTS OKALOOSA rn1 JIIJTV JI
Bond No 8206-49-24
No right of action shall accrue on this bond to or for the use of any person or corporation other than the Obligee named herein or the hirs elreGUtDri administrators or successors of the Obligee
~-gtmiddotlaquomiddotmiddotmiddotmiddot~ bull NVate ~ag-~mnt l)c of Florica
tBy~~ 15--(ut bull L
middot~1 MilibulliaDl~igaAttorney-in-factbull
middotrf ~ t 111111111bull
_ _cmiddot- iP) FEDERAL INSURANCE COMPANY
)-----~~-middotmiddotmiddotmiddotbull
_middotmiddot E bullD_fgtB) X- _ bull ~ bullbullbull pf
f arc WBoots Jtorney In Fact
~~1f( ~ ~1 )t middot~~) middot~
____ ~middot~ middotmiddotmiddot~-~ middot middotmiddotih 1~0J bull
bullbullbull f -- lJ 1 L_bull
Form 15-02-0300 (Rev 11-99 Contracts with Renewal Options Page 2 of 2
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS that each of the entities listed on Exhibit A attached hereto (individually the Corporation) has constituted and appointed and does hereby constitute and appoint Marc W Boots Richard Covington Mark W Edwards II Robert R Freel Mary Ann Garcia Vickie Lacy PT Osburn Alisa B Pounders Stephen R Smith and Maria D Zuniga of McGriff Seibels amp Williams of Texas Inc each its true and lawful Attorney-in-fact to execute under such designation in its name and to affix its corporate seal to deliver for and on its behalf as surety thereon or otherwise bonds of any ofthe following classes to wit
I Snrety bonds to the United States of America or any agency thereof including lease and miscellaneous surety bonds required or permitted under the laws ordinances or regulations of any State City Town Village Board or any other body or organization public or private
2 Bonds on behalf of contractors in connection with bids proposals or contracts
The foregoing powers granted by the Corporation shall be subject to and conditional upon the written direction of any officer ( or any designee of any such officer) to execute and deliver any such bonds
The signatures and attestations of such Attorneys-in-fact and the seal of the Corporation may be affixed to any such bond policy or to any certificate relating thereto by facsimile and any such bond policy or certificate bearing such facsimile signatures or facsimile seal shall be valid and binding upon the Corporation when so affixed
IN WITNESS WHEREOF the Corporation has caused these presents to be signed by its Vice President Finance and Treasurer and its corporate seal to be hereto affixed this c73rcl day of
fltRkVkr 2010
Witness Waste Management Inc
Director Financial Ass Cherie C Rice Vice President Finance and Treasurer
Revised 121609
Affiliate Entity Report
Name
0842463 BC Ltd
1-800-Pack-Rat LLC
1329409 Ontario Inc
2M Investments LLC
3368084 Canada Inc
635952 Ontario Inc
Acaverde SA de CV
Acaverde Servicios SA de C V
Advanced Environmental Technical Services LLC
Akron Regional landfill Inc
Alabama Waste Disposal Solutions LLC
Alliance Sanitary Landfill Inc
Alpharetta Transfer Station LLC
American Landfill lnc
American RRT Fiber Supply LP
Anderson Landfill Inc
Antelope Valley Recycling and Disposal Facility Inc
Arden Landfill Inc
Atlantic Waste Disposal Inc
Automated Salvage Transport Co LLC
Auxiwaste Services SA
Avalon South LLC
Avalon Southwest Inc
Azusa Land Reclamation Inc
BampB Landfill Inc
Barre Landfill Gas Associates LP
Beecher Development Company
Bestan Inc
Big Belly Solar Inc
Big Dipper Enterprises Inc
Bluegrass Containment LLC
Burnsville Sanitary Landfill Inc
CampC Disposal LLC
CID Landfill Inc
CA Newco LLC
Cal Sierra Disposal
California Asbestos Monofill Inc
Canadian Waste Services Holdings Inc
Capital Sanitation Company
Capitol Disposal Inc
Carolina Grading Inc
Cedar Ridge Landfill Inc
Central Disposal Systems Inc
Chadwick Road Landfill Inc
Chambers Clearview Environmental Landfill Inc
Chambers Development Company Inc
Chambers Development of Ohio Inc
Chambers of Georgia Inc
Chambers of Mississippi lnc
Chemical Waste Management of Indiana LLC
Chemical Waste Management of the Northwest Inc
Chemical Waste Management Inc
8312010 83532 AM
Active Legal Entities
Federal ID No
20-2107163
NA-0000001
87-0681820
NA-0000003
NA-0000005
NA-0000010
NA-0000011
36-4016575
31-1595650
76-0641853
23-2383025
20-1457486
34-1355783
23-2790769
76-0590137
95-3344381
25-1249512
36-3852536
04-3735644
NA-0000013
26-3549579
26-2817237
95-2908438
20-1469925
06-1438474
36-3381285
NA-0000017
33-1056366
45-0325454
76-0641298
41-1882463
20-1289317
16-1091396
35-2228276
94-2349727
68-0232434
NA-0000020
88-0121888
76-0638591
57-0923608
62-1727570
42-0995450
58-1798581
25-1652556
25-1214958
51-0396835
58-2397639
25-1628285
36-4067587
91-1089393
36-2989152
State of Entity Type Incorporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Limited Partnership
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Limited Partnership
Joint Venture
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Limited liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited liability Company
Corporation
Corporation
British Columl
Delaware
Ontario
Utah
Canada
Ontario
Mexico
Mexico
Delaware
Delaware
Alabama
Pennsylvania
Georgia
Ohio
Pennsylvania
Delaware
California
Pennsylvania
Delaware
Delaware
France
Delaware
Delaware
California
Delaware
Delaware
Illinois
Quebec
Delaware
North Dakota
Delaware
Minnesota
Georgia
New York
Delaware
California
California
Ontario
Nevada
Alaska
South Carolin
Delaware
Iowa
Georgia
Mississippi
Delaware
Ohio
Delaware
Mississippi
Delaware
Washington
Delaware
Page I
Affiliate Entity Report Active Legal Entities State of
Name Federal ID No Entity Type Incorporation
Chesser Island Road Landfill Inc 58-2364490 Corporation Georgia
City Disposal Systems Inc 38-3407001 Corporation Delaware
City Environmental Services Inc of Waters 38-3020069 Corporation Michigan
City Environmental Inc 38-3407576 Corporation Delaware
Cleburne Landfill Company Corp 59-3069374 Corporation Alabama
Coast Waste Management Inc 95-2557952 Corporation California
Connecticut Valley Sanitary Waste Disposal Jnc 04-2796580 Corporation Massachusett
Conservation Services Inc 84-0915035 Corporation Colorado
Continental Waste Industries Arizona Inc 22-3146904 Corporation New Jersey
Corporate Housing Initiatives II Limited Partnership 52-1854657 Limited Partnership Delaware
Coshocton Landfill Inc 31-1214800 Corporation Ohio
Cougar Landfill Inc 76-0211843 Corporation Texas
Countryside Landfill Inc 36-2838336 Corporation Illinois
CR Grdup LLC 87-0629120 Limited Liability Company Utah
Cuyahoga Landfill Inc 76-0680495 Corporation Delaware
CWM Chemical Services LLC 36-4203347 Limited Liability Company Delaware
Dafter Sanitary Landfill Inc 38-2754804 Corporation Michigan
Dauphin Meadows Inc 23-2390183 Corporation Pennsylvania
Deep Valley Landfill Inc 23-2886200 Corporation Delaware
Deer Track Park Landfill Inc 39-1802678 Corporation Delaware
Del Alma Landfill LLC 74-3055347 Limited Liability Company Delaware
Delaware Recyclable Products Inc 51-0334417 Corporation Delaware
Dickinson Landfill Inc 76-0325384 Corporation Delaware
Disposal Service Incorporated 55-0618479 Corporation West Virginia
DLA Investments Inc 20-4595489 Corporation Florida
Dominium Opportunity Fund A California Limited Partnership 95-4507794 Limited Partnership California
Downtown Diversion Inc 80-0069661 Corporation California
EC Waste Inc 66-0523535 Corporation Puerto Rico
Earthmovers LandfiH LLC 61-1342591 Limited Liability Company Delaware
East Liverpool Landfill Inc 34-1637446 Corporation Ohio
Eastern One Land Corporation 76-0695122 Corporation Delaware
Eco-Vista LLC 72-1541909 Limited Liability Company Arkansas
eCycling Services LLC 38-3684879 Limited Liability Company Delaware
El Coqui Landfill Company Inc 66-0555785 Corporation Puerto Rico
El Coqui Waste Disposal Inc 76-0480500 Corporation Delaware
ELDA Landfill Inc 76-0639272 Corporation Delaware
Elk River Landfill Inc 41-1283941 Corporation Minnesota
Enerkem Inc Corporation Quebec
Envirofil of Illinois Inc 37-0957555 Corporation Illinois
Evergreen Landfill Inc 76-0472693 Corporation Delaware
Evergreen National Indemnity Company UK-0000142 Corporation Ohio
Evergreen Recycling and Disposal Facility Inc 76-0638587 Corporation Delaware
Farmers Landfill Inc 43-0863680 Corporation Missouri
Feather River Disposal Inc 06-1479349 Corporation California
Gl Industries 87-0430285 Corporation Utah
GA Landfills Inc 58-2293782 Corporation Delaware
Gallia Landfill Inc 31-1509605 Corporation Delaware
Garnet of Maryland Inc 52-1916417 Corporation Maryland
Gateway Transfer Station LLC 20-1457460 Limited Liability Company Georgia
Georgia Waste Systems Inc 58-1028526 Corporation Georgia
Gestion Des Rebuts DMP Inc NA-0000033 Corporation Quebec
Giordano Recycling LLC 20-2098765 Limited Liability Company Delaware
8312010 83532 AM Page 2
Affiliate Entity Report Active Legal Entities State of
Name Federal ID No Entity Type Incorporation
Glades Landfill LLC
Glens Sanitary Landfill Inc
Grand Central Sanitary Landfill Inc
Greenbow LLC
Grupo WMX SA De CV
Guadalupe Mines Mutual Water Company
Guadalupe Rubbish Disposal Co Inc
Guam Resource Recovery Partners LP
Ham Lake Haulers Inc
Harris Sanitation lnc
Harvest Power Inc
Harwood Landfill Inc
Hedco Landfill Limited
High Mountain Fuels LLC
Hillsboro Landfill Inc
Holyoke Sanitary Landfill Inc
IN Landfills LLC
Jahner Sanitation Inc
Jay County Landfill LLC
JFS (UK) Limited
Kand W Landfill Inc
Kahle Landfill Inc
Keene Road Landfill Inc
Kelly Run Sanitation lnc
Key Disposal Ltd
KeyCorp Investment Limited Partnership
King George Landfill Properties LLC
King George Landfill Inc
La Quinta MedicalCommercial Plaza Ltd
Lakeville Recycling LP
Land Reclamation Company Inc
Land South Holdings LLC
Landfill Services of Charleston Inc
Laurel Highlands Landfill Inc
LCS Services Inc
Liberty Landfill LLC
Liberty Lane West Owners Association
Liquid Waste Management Inc
LongleafCampD Disposal Facility Inc
Longmont Landfill LLC
Looney Bins lnc
MSTS Inc
Mahoning Landfill Inc
Mass Gravel Inc
Mc Ginnes Industrial Maintenance Corporation
McDaniel Landfill Inc
McGill Landfill Inc
Meadowfifl Landfill Inc
Michigan Environs Inc
MicroGREEN Polymers Inc
Midwest One Land Corporation
Minneapolis Refuse Incorporated
8312010 83532 AM
73-1630187
38-2065407
23-2049337
05-0605713
NA-0000039
77-0398278
95-2746842
36-4149976
41middot1704537
59-1219741
52-1637402
NA-0000040
26-2268599
93-0760239
04-2481863
61-1342588
45-0410330
61-1342592
NA-0000044
38-2504167
43-1682575
59-2044226
25-1696669
NA-0000045
34-1783428
27-0747734
54-1632805
95-4357859
36-3730138
36-3640284
20-5908782
55-0731302
25-1640583
55-0673745
61-1342590
36-4163829
95-2779930
59-3598129
36-4551803
95-4704325
36-3542321
34-1047662
04-3117495
74-1532790
45-0399545
38-3076718
31-1509701
38-2434760
20-0606093
41-0972178
Limited Liability Company
Corporation
Corporation
Limited Liability Company
Corporation
Not For Profit Corporation
Corporation
Limited Partnership
Corporation
Corporation
Corporation Corporation
Corporation
Limited Liability Company
Corporation
Corpoi-ation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Limited Liability Company
Corporation
Limited Partnership
Limited Partnership
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Limited Liability Company
Not For Profit Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Florida
Michigan
Pennsylvania
Alabama
Mexico
California
California
Delaware
Minnesota
Florida
Delaware
Maryland
England
Delaware
Oregon
Massachusett
Delaware
North Dakota
Delaware
England
Michigan
Missouri
Florida
Pennsylvania
British Columl
Ohio
Virginia
Virginia
California
Delaware
Delaware
Delaware
West Virginia
Pennsylvania
West Virginia
Delaware
New Hampshi
California
Florida
Delaware
California
Delaware
Ohio
Massachusetl
Texas
North Dakota
Michigan
Delaware
Michigan
Washington
Delaware
Minnesota
Page 3
Affiliate Entity Report Active Legal Entities State of
Name Federal ID No Entity Type Incorporation
Modern-Mallard Energy LLC
Modesto Garbage Co Inc
Moor Refuse Inc
Mountain High Medical Disposal Services Inc
Mountain Indemnity Insurance Company
Mountainview Landfill Inc (MD)
Mountainview Landfill Inc (UD
Nassau Landfill LLC
National Guaranty Insurance Company of Vermont
New England CR LLC
New Milford Landfill LLC
New Orleans Landfill LLC
NHVT Energy Recovery Corporation
North Manatee Recycling and Disposal Facility LLC
Northwestern Landfill Inc
Nu-Way Live Oak Reclamation Inc
Oakridge Landfill Inc
Oakwood Landfill Inc
Okeechobee Landfill Inc
Ozark Ridge Landfill Inc
P amp R Environmental Industries LLC
Pacific Waste Management LLC
Palmetto Seed Capital Fund
Palo Alto Sanitation Company
Pappy Inc
Peltz HC LLC
Pen-Rob Inc
Penuelas Valley Landfill Inc
Peoples Landfill Inc
Peterson Demolition Inc
Phoenix Resources Inc
Pine Grove Landfill Inc (PA)
Pine Tree Acres Inc
PPP Corporation
ProCentury Corporation
Pulaski Grading LLC
Quail Hollow Landfill Inc
Questquill Limited
R amp B Landfill Inc
RAA Colorado LLC
RAA Trucking LLC
RCI Hudson Inc
Recycle America Co LLC
Recycle America Holdings Inc
Redwood Landfill Inc
Refuse Services Inc
Refuse Inc
Reliable Landfill LLC
Remote Landfill Services Inc
Reno Disposal Co
Resco Holdings LLC
Resource Control Composting Inc
8312010 83532 AM
57-1161216
94-1643145
33-0622768
20-2500293
03-0328445
25-1538716
76-0548746
37-1487482
36-3643755
04-3735642
76-0641312
38-3699690
02-0390004
26-0283104
52-2023458
68-0236308
25-1547187
57-0974474
25-1628636
71-0692520
04-3735653
98-0227312
57-0889130
94-1075868
52-1561430
UK-0000100
86-0504613
66-0560251
38-3406998
41-1625867
23-2483102
23-2388139
38-2544258
23-2146479
UK-0000026
76-0638043
62-1727567
98-0221631
25-1754371
20-2587942
39-2040612
04-3044820
04-3735636
72-1541913
94-1443150
59-1098850
88-0094235
73-1654400
62-1421307
88-0087833
20-0584193
04-3044833
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liilbility Company
Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Trust
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Limited Liability Company
Corporation
Delaware
California
California
Utah
Vermont
Maryland
Utah
Delaware
Vermont
Delaware
Delaware
Delaware
New Hampshi
Florida
Delaware
Delaware
South Carolin
South Carolin
Florida
Arkansas
North Carolin
Delaware
South Carolin
California
Maryland
Wisconsin
Arizona
Puerto Rico
Delaware
Minnesota
Pennsylvania
Pennsylvania
Michigan
Delaware
Ohio
Delaware
Delaware
United Kingdc
Georgia
Colorado
Wisconsin
Massachusen
Delaware
Delaware
Delaware
Florida
Nevada
Delaware
Tennessee
Nevada
Delaware
Massachusett
Page 4
Affiliate Entity Report Active Legal Entities
State of
Name Federal ID No Entity Type Incorporation
Resource Control Inc
Richland County Landfill Inc
Riegel Ridge LLC
Riverbend Landfill Co
Rolling Meadows Landfill Inc
RRT Design amp Construction Corp
RRT Empire of Monroe County Inc
RTS Landfill Inc
Rust Engineering amp Construction Inc
Rust Engineering (Thailand) Ltd
Rust International Inc
S amp J Landfill Limited Partnership
S amp S Grading Inc
S V Farming Corp
S4 Columbia Ridge Recovery LLC
S4 Energy Chambers Recovery LLC
S4 Energy Solutions LLC
Sanifill de Mexico (US) Inc
Sanifill de Mexico SA de CV
Sanifill Power Corporation
SC Holdings Inc
Serubam Servicos Urbanos E Ambientais Ltda
SES Bridgeport LLC
Shade Landfill Inc
Shanghai Environment Group Company Limited
Sierra Estrella Landfill Inc
Southern Alleghenies Landfill Inc
Southern One Land Corporation
Southern Plains Landfill Inc
Southern Waste Services LLC
Spruce Ridge Inc
Stony Hollow Landfill Inc
Suburban Landfill Inc
Terrabon Inc
Texarkana Landfill LLC
Texas Pack Rat - Austin 1 LLC
Texas Pack Rat - Dallas 1 LLC
Texas Pack Rat - Houston 1 LLC
Texas Pack Rat- Houston 2 LLC
Texas Pack Rat - Houston 3 LLC
Texas Pack Rat - San Antonio 1 LLC
Texas Pack Rat Service Company LLC
The Peltz Group LLC
The Waste Management Charitable Foundation
The Woodlands of Van Buren Inc
Thermal Remediation Solutions LLC
TNT Sands Inc
Trail Ridge Landfill Inc
T ransarnerican Waste Central Landfill Inc
Trash Hunters Inc
TrashCo Inc
Tri-County Sanitary Landfill LLC
8312010 83532 AM
04-2655361
58-1708996
56-2124210
93-0724866
76-0325383
16-1353118
16-1409567
58-1924102
63-1081016
NA-0000162
63-1081055
76-0404581
58-1858013
22-2976860
27-1892156
27-1372079
26-4136359
76-0419331
NA-0000070
76-0496422
36-2898300
NA-0000077
36-4057298
23-2886198
86-0717293
25-1249160
72-1534481
73-1384828
61-1342585
41-1591957
76-0638597
76-0638596
30-0239245
20-3668884
26-2054900
20-4572488
20-5227255
20-5227324
20-4572603
05-0545181
04-3073733
36-3791221
91-1865607
57-0937314
36-3667296
76-0463386
64-0852590
26-1885543
20-0937658
Corporation
Corporation
Limited Liability Company
Corporation Corporation
Corporation
Corporation
Corporation Corporation
Corporation
Corporation
Limited Partnership
Corporation Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Joint Venture
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Not For Profit Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Massachusett
South Carolin
North Carolim
Oregon
Delaware
Delaware
New York
Delaware
Delaware
Thailand
Delaware
Texas
West Virginia
New Jersey
Delaware
Delaware
Delaware
Delaware
Mexico
Delaware
Pennsylvania
Brazil
Delaware
Delaware
Peoples Rep1
Arizona
Pennsylvania
Delaware
Oklahoma
Delaware
Minnesota
Delaware
Delaware
Delaware
Delaware
Texas
Texas
Texas
Texas
Texas
Texas
Texas
Wisconsin
Delaware
Delaware
Oregon
South Carolin
Delaware
Delaware
Mississippi
Delaware
Delaware
Page 5
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No EntilyType Incorporation
TX Newco LLC 61-1468715 Limited Liability Company Delaware
United Waste Systems Leasing Inc 38-3324143 Corporation Michigan
United Waste Systems of Gardner Inc 04-3320949 Corporation Massachusett
USA South Hills Landfill Inc 25-1139448 Corporation Pennsylvania
USA Valley Facility Inc 23-2886199 Corporation Delaware
USA Waste Geneva Landfill Inc 34-1802751 Corporation Delaware
USA Waste Landfill Operations and Transfer Inc 76-0435557 Corporation Texas
USA Waste of California Inc 68-0306154 Corporation Delaware
USA Waste of Pennsylvania LLC 74-2921886 Limited Liability Company Delaware
USA Waste of Texas Landfills Inc 76-0322548 Corporation Delaware
USA Waste of Virginia Landfills Inc 58-1932248 Corporation Delaware
USA Waste Services of NYC Inc 11-3301808 Corporation Delaware
USA Waste-Management Resources LLC 13-3853086 Limited Liability Company New York
USA-Grine LLC 04-3735654 Limited Liability Company Delaware
UWS Barre Inc 04-3320948 Corporation Massachusett
Valley Garbage and Rubbish Company Inc 95-2090787 Corporation California
Vaporlok Technology LLC Limited Liability Company Delaware
Verns Refuse Service Inc 45-0435644 Corporation North Dakota
VFB LLC 22-3842831 Limited Liability Company New Jersey
VHG Inc UK-0000023 Corporation Minnesota
Vickery Environmental Jnc 31-1153176 Corporation Ohio
Vista Landfill LLC 59-3652174 Limited Liability Company Florida
Voyageur Disposal Processing Inc 41-1734827 Corporation Minnesota
Warner Company 51-0281233 Corporation Delaware
Warner Hill Development Company 34-1043478 Corporation Ohio
Waste Away Group Inc 63-0898842 Corporation Alabama
Waste Management Arizona Landfills Inc 86-0683003 Corporation Delaware
Waste Management Buckeye LLC 26-0076809 Limited Liability Company Delaware
Waste Management Collection and Recycling Inc 95-2621587 Corporation California
Waste Management Disposal Services of Colorado Inc 84-1004487 Corporation Colorado
Waste Management Disposal Services of Maine Inc 01-0392888 Corporation Maine
Waste Management Disposal Services of Maryland Inc 36-2898301 Corporation Maryland
Waste Management Disposal Services of Massachusetts Inc 04-2320990 Corporation Massachusett
Waste Management Disposal Services of Oregon Inc 36-3548405 Corporation Delaware
Waste Management Disposal Services of Pennsylvania Inc 23-1655318 Corporation Pennsylvania
Waste Management Disposal Services of Virginia Jnc 36-3791008 Corporation Delaware
Waste Management Financing Corporation 36-4200855 Corporation Delaware
Waste Management Holdings Inc 36-2660763 Corporation Delaware
Waste Management Inc- of Florida 59-1094518 Corporation Florida
Waste Management lndycoke LLC 81-0640497 Limited Liability Company Delaware
Waste Management International Inc 36-3255004 Corporation Delaware
Waste Management International Ltd NA-0000099 Limited Liability Company Bermuda
Waste Management Municipal Services of California Inc 77-0151385 Corporation California
Waste Management National Services Inc 760686861 Corporation Delaware
Waste Management New England Environmental Transport Inc 04-3509618 Corporation Delaware
Waste Management of Alameda County lnc 94-0727420 Corporation California
Waste Management of Alaska Inc 91-1879241 Corporation Delaware
Waste Management of Arizona Inc 86-0198265 Corporation California
Waste Management of Arkansas Inc 04-2814811 Corporation Delaware
Waste Management of California Inc 95-1735737 Corporation California
Waste Management of Canada Corporation NA-0000021 Corporation Ontario
Waste Management of Carolinas Inc 56-0731307 Corporation North Caroline
8312010 83532 AM Page 6
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No Entity Type Incorporation
Waste Management of Colorado Inc
Waste Management of Connecticut Inc
Waste Management of Delaware Inc
Waste Management of Fairless LLC
Waste Management of Five Oaks Recycling and Disposal Facility t
Waste Management of Georgia Inc
Waste Management of Hawaii Inc
Waste Management of Idaho Inc
Waste Management of lltinois Inc
Waste Management of Indiana Holdings One Inc
Waste Management of Indiana Holdings Two Inc
Waste Management of Indiana LLC
Waste Management of Iowa Inc
Waste Management of Kansas Jnc
Waste Management of Kentucky Holdings Inc
Waste Management of Kentucky LLC
Waste Management of Leon County Inc
Waste Management of Londonderry Inc
Waste Management of Louisiana Holdings One Inc
Waste Management of Louisiana LLC
Waste Management of Maine Inc
Waste Managerrient of Maryland Inc
Waste Management of Massachusetts Inc
Waste Management of Metro Atlanta Inc
Waste Management of Michigan Inc
Waste Management of Minnesota Inc
Waste Management of Mississippi Inc
Waste Management of Missouri Inc
Waste Management of Montana Inc
Waste Management of Nebraska Inc
Waste Management of Nevada Inc
Waste Management of New Hampshire Inc
Waste Management of New Jersey Inc
Waste Management of New Mexico Inc
Waste Management of New York LLC
Waste Management of North Dakota Inc
Waste Management of Ohio Inc
Waste Management of Oklahoma Inc
Waste Management of Oregon Inc
Waste Management of Pennsylvania Gas Recovery LLC
Waste Management of Pennsylvania Inc
Waste Management of Plainfield LLC
Waste Management of Rhode Island Inc
Waste Management of South Carolina Inc
Waste Management of South Dakota Inc
Waste Management of Texas Holdings Inc
Waste Management of Texas Inc
Waste Management of Tunica Landfill Inc
Waste Management of Utah Inc
Waste Management of Virginia Inc
Waste Management of Washington Inc
Waste Management of West Virginia lnc
8312010 83532 AM
84-0523684
06-1485581
51-0094505
26-3468180
37-1035820
36-3319564
76-0638599
82-0364976
36-2660859
36-4039079
36-4059574
36-4071447
42-0824220
48-0634806
36-4059575
36-4035849
36-3319565
20-5657050
36-4142119
36-4119910
01-0267739
52-0250430
04-2535063
58-1937966
38-1214786
36-2698820
36-3005295
43-0992367
36-3564773
36-3469702
88-0394159
04-2482447
36-3700143
85-0229020
36-4206797
36-3798294
25-1673264
73-0685975
93-0612655
20-2926331
25-1232336
76-0722971
36-3668109
36-2935124
46-0348394
43-1976001
75-1223528
64-0869334
87-0302156
25-1578667
36-3846342
36-3553198
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Colorado
Delaware
Delaware
Delaware
Delaware
Georgia
Delaware
Idaho
Delaware
Delaware
Delaware
Delaware
Iowa
Kansas
Delaware
Delaware
Florida
Delaware
Delaware
Delaware
Maine
Maryland
Massachusett
Georgia
Michigan
Minnesota
Mississippi
Delaware
Delaware
Delaware
Nevada
Connecticut
Delaware
New Mexico
Delaware
Delaware
Ohio
Oklahoma
Oregon
Delaware
Pennsylvania
Delaware
Delaware
South Carolin
South Dakota
Delaware
Texas
Mississippi
Utah
Virginia
Delaware
Delaware
Page7
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No Entity Type Incorporation
Waste Management of Wisconsin Inc
Waste Management of Wyoming Inc
Waste Management Partners Inc
Waste Management Recycle Asia LLC
Waste Management Recycling and Disposal Services of California
Waste Management Recycling of New Jersey LLC
Waste Management Security LLC
Waste Management Service Center Inc
Waste Management Inc
Waste Management Inc of Tennessee
Waste Resources of Tennessee Inc
Waste Services of Kentucky LLC
Waste to Energy Holdings Inc
Waste to Energy I LLC
Waste to Energy II LLC
Wastech Inc
WESI Baltimore Inc
WESI Capital Inc
WESI Peekskill Inc
WESI Westchester Inc
Westchester Resco Associates LP
Western One Land Corporation
Western Waste Industries
Western Waste of Texas LLC
Wheelabralor -Ballin1u1e LLC
Wheelabrator Baltimore LP
Wheelabrator Bridgeport LP
Wheelabrator Cedar Creek Inc
Wheelabrator Chambers Inc
Wheelabrator China Holdings Limited
Wheelabrator Claremont Company LP
Wheelabrator Claremont Inc
Wheelabrator Concord Company LP
Wheelabrator Concord Inc
Wheelabrator Connecticut lnc
Wheelabrator Culm Services Inc
Wheelabrator Environmental Systems Inc
Wheelabrator Environmental Technologies Consulting (Shanghai) (
Wheelabrator Falls Inc
Wheelabrator Frackville Energy Company Inc
Wheelabrator Frackville Properties Inc
Wheelabrator Frederick Inc
Wheelabrator Fuel Services Inc
Wheelabrator Gloucester Company LP
Wheelabrator Gloucester Inc
Wheelabrator Guam Jnc
Wheelabrator Hudson Falls LLC
Wheelabrator Lassen Inc
Wheelabrator Lisbon Inc
Wheelabrator McKay Bay Inc
Wheelabrator Millbury Inc
Wheelabrator Netherlands BV
831200 83532 AM
39-0967466
36-3828554
36-3220911
39-1977904
95-2370376
04-3735640
43-1970495
20-4017651
73-1309529
36-2935128
54-0838353
94-3429202
76-0652923
02-0519035
02-0519036
93-0936732
02-0357495
36-3861933
02-0363274
02-0360305
02-0367753
76-0688224
95-1946054
30-0239250
36-4057301
36-4057307
36-4057309
02-0443870
26-3194113
23-50847741
02-0390003
20-4284300
02-0394017
02-0393450
36-3908786
02-0442574
02-0412779
27-2548111
04-3024782
02-0393452
04-3100742
02-0442576
02-0396724
02-0391601
36-3926262
72-1541910
36-3926261
61-1167063
36-3240315
02-0412788
26-4308579
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Partnership
Limited Partnership
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Limited Partnership
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Wisconsin
Delaware
Delaware
Ohio
California
Delaware
Delaware
Delaware
Delaware
Tennessee
Tennessee
Delaware
Delaware
Delaware
Delaware
Nevada
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
California
Delaware
Delaware
Maryland
Delaware
Delaware
Delaware
Hong Kong
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Peoples Rep1
Delaware
Delaware
Delaware
Delaware
Delaware
New Jersey
Delaware
Delaware
Delaware
Delaware
Delaware
Florida
Delaware
Netherlands
Page8
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No EntifyType Incorporation
Wheelabrator New Hampshire Inc
Wheelabrator New Jersey Inc
Wheelabrator NHC Inc
Wheelabrator North Andover Inc
Wheelabrator North Broward Inc
Wheelabrator Norwalk Energy Company Inc
Wheelabrator Penacook Inc
Wheelabrator Pinellas Inc
Wheelabrator Portsmouth Inc
Wheelabrator Putnam Inc
Wheelabrator Ridge Energy Inc
Wheelabrator Saugus Inc
Wheelabrator Shasta Energy Company Inc
Wheelabrator Sherman Energy Company GP
Wheelabrator Sherman Station LLC
Wheelabrator Sherman Station One Inc
Wheelabrator South Broward Inc
Wheelabrator Spokane Inc
Wheelabrator Technologies Inc
Wheelabrator Technologies International Inc
Wheelabrator Westchester LP
White Lake Landfill Inc
Williams Landfill LLC
Willow Oak Landfill LLC
WM Arizona Ope atiur1s LLC
WM Asphalt Products LLC
WM Bagco LLC
WM Conversion Energy LLC
WM Conversion Fund LLC
WM Corporate Services Inc
WM Emergency Employee Support Fund Inc
WM Energy Resources Inc
WM Energy Solutions Inc
WM Green Squad LLC
WM GreenOps LLC
WMGTL Inc
WM GTL LLC
WM Healthcare Solutions Inc
WM Illinois Renewable Energy LLC
WM International Holdings Inc
WM International Services (UK) Limited
WM Lamp Tracker Inc
WM Landfills of Ohio Inc
WM Landfills of Tennessee Inc
WM Leasing of Arizona LLC
WM Leasing of Texas LP
WM LNG Inc
WM Mercury Waste Inc
WM Middle Tennessee Environmental Center LLC
WM Mobile Bay Environmental Center Inc
WM Nevada Renewable Energy LLC
WM of Texas LLC
8312010 83532 AM
02-0390002
02-0391598
02-0393448
36-3062971
04-3030218
02-0395269
02-0393449
36-3110153
27-1446081
36-3908789
36-3820153
13-2740971
02-0395274
02-0390349
76-0743287
02-0390312
02-0410154
02-0416522
22-2678047
36-3965264
02-0367751
38-1889893
61-1342579
20-1457518
32-0112690
27-0675171
26-4626312
26-4040670
27-1445960
27-3308922
11-3758170
27-1184260
76-0695139
26-1694369
26-4194066
26-0294424
26-0294528
20-3483524
45-0512000
76-0607203
NA-0000098
26-2748613
31-1509696
62-1462526
20-4017719
20-4017724
26-2294125
27-2289604
26-1946982
76-0638602
27-1678300
26-0428868
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
General Partnership
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Limited Liability Company
Limited Liability Company
Limited Uabllfty Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Not For Profit Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Limited Partnership
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Limited Liability Company
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Maine
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Michigan
Delaware
Georgia
Uelaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
England
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Page 9
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No Entity Type Incorporation
WM Organic Growth Jnc
WM PA Holdings LLC
WM Pack-Rat of California LLC
WM Pack-Rat of Illinois LLC
WM Pack-Rat of Kentucky LLC
WM Pack-Rat of Maryland LLC
WM Pack-Rat of Massachusetts LLC
WM Pack-Rat of Michigan LLC
WM Pack-Rat of Nevada LLC
WM Pack-Rat of Ohio LLC
WM Pack-Rat of Rhode Island LLC
WM Pack-Rat LLC
WM Partnership Holdings Inc
WM Phoenix Energy Resources LLC
WM Quebec Inc
WM RA Canada Inc
WM Recycle America LLC
WM Recycle Europe LLC
WM Renewable Energy LLC
WM Resource Recovery amp Recycling Center Inc
WM Resources Inc
WM Safety Services LLC
WM Security Seivices Inc
WM Services SA
WM Storage II Inc
WM Storage Inc
WM Texas Pack Rat LLC
WM Trash Monitor Plus LLC
WM WY Energy Resources LLC
WMI Medical Services of Indiana Inc
WMI Mexico Holdings Inc
WMNA Container Recycling LLC
WMRE of Michigan LLC
WMSALSA Inc
WMST Illinois LLC
WTI Air Pollution Control Jnc
WTI Financial LLC
WTI International Holdings Inc
wn Rust Holdings Inc
WTI UK LTD
20-4677155
27-2335935
26-0380883
26-0524082
26-2289448
26-1411856
26-1411946
26-2289484
27-0371504
262289407
26-1855760
26-0285281
36-3974344
27-2340971
NA-0000041
NA-0000172
72-1541911
20-0570245
45-0511978
26-2289538
25-1536159
20-3887188
20-3714754
NA-0000108
27-1525390
26-0285202
26-1442144
26-1436776
27-1184329
35-1724992
36-3912290
04-3735649
27-3334762
20-2580150
94-3423874
36-4110833
20-0584237
36-3908839
02-0351425
98-0336025
Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Liabflily Company
Corporation
Corporation
Limited Liability Company
Corpdration
Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Not For Profit Corporation
Limited Liability Company
Corporation
Limited Liability Comp_any
Corporation
Corporation
Corporation
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Canada
Ontario
Delaware
Delaware
Delaware
Delaware
Pennsylvania
Delaware
Delaware
Argentina
Delaware
Delaware
Delaware
Delaware
Delaware
Indiana
Delaware
Delaware
Delaware
Texas
lllinois
Delaware
Delaware
Delaware
Delaware
United Kingdc
81312010 83532 AM Page 10
----
POWER Federal Insurance Company Attn Surety DepartmentChubb OF Vigilant Insurance Company 15 Mountain View Road Surety AITORNEY Pacific Indemnity Company Warren NJ 07059
CHUBB
Know All by These Presents That FEDERAL INSURANCE COMPANY an Indiana corporation VIGILANT INSURANCE COMPANY a New York cor]Joration and PACIFIC INDEMNITY COMPANY a Wisconsin corporation do each hereby constitute and appoint Joseph Aulbert Marc W Boots Richard Covington Joy Durham Stephanie Gunderson Vickie Lacy Heather Noles P T Osburn and Maria D Zuniga of Housfon Texasmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot-middotmiddotmiddot-middotmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot--middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot
each as their true and lawful Attorneymiddot Inmiddot Fact lo execute under such designation in their names and 1o affix their corporate seals to and deliver for and on their behalf as surety thereon or otherwise bonds and undertakings and other writings obligatoiy in the nature thereof other lhan ball bonds) given or executed in the course of business and any Instruments amending or altering lhe same and consents to the modification or alteration of any instrument referred to in said bonds or obligations
In Wllness Whereof said FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY have each executed and attested these presents and affixed their corporale seals on this 17th day of August 2010
STATE OF NEW JERSEY ss
County of Somerset
On this i 7th day of August 2010 before me a Notary Public of New Jersey personally came Dawn M Chloros to me known to be Assistant Secretary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY the companies which executed the foregoing Power of Attorney and the said Dawn M Chloros being by me duly sworn did depose and say that he is Assistant Secretary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY and knows the corporate seals thereof that the seals affixed to the foregoing Power of Attorney are such corporate seals and were thereto affixed by authority of the By- Laws of said Companies and hat ha signed said Power of Attorney as Assistant Secretary of said Companies by like authority and that he Is acquainted with David B Norris Jr and knows him to be Vice President of said Companies and that the signature of David B Norris Jr subscribed to said Power of Altomey Is ln the genuine handwriting of David B Norris Jr and was thereto subscribed by authority of said By- Laws and In deponents presence
Notarial Seal
KATHERINE J ADElMR NOTARY PUBLIC OF NEW JERSEY
No 2316685 CCIIRmQlon Exp July 16 2014
CERTIFICATION Exlract from the Bymiddot Laws of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY
All powers of attorney for and on behalf of Iha Company may and shall be executed in lhe name and on behalf of the Company either by the Chairman or the President or a Vice President or an Asslslant Vice President jointly with the Secretary or an Assistan1 Secretary under their respective designations The signature of such officers may be engraved printed or lithographed The signature of each of the fotlowing officers Chairman President any Vice President any Assistant Vice Presidenl any Secretary any Assislant Secretary and the seal of the Company may be affixed by facsimile to any power of attorney or to any certificate relating thereto appointing Assistant Secretaries or Attomeys- in- Fact for purposes only of eKeculing and attesting bonds and undertakings and other writings obligatory in the nature thereof and any such power of attorney dr certificate bearing such facsimile signature or lacsimie seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimlle signature and facsimile seal shall be valid and binding upon the Company with respect to any bond or undertaking to which ii is attached
I Dawn M Chloros Assistant Secrelary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY
(the ~companies) do hereby certify Iha
(I) (H)
J31dD0
hJ (lL~ff (1j~W Dawn M Chloros Assistant Secretary
Form 15-10-02258-U (Ed 5-03) CONSENT
TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS 6
ARTICLE 2 CONTRACT PURPOSE AND TERM 12
21 PURPOSE 12
22 EFFECTIVE DATE AND COMMENCEMENT DATE 12
23 TERM 13
ARTICLE 3 COUNTY RESPONSIBILITIES 13
31 DELIVERY OF ACCEPTABLE WASTE 13
32 MANNER OF DELIVERIES 13
33 COOPERATION 13
ARTICLE 4 CONTRACTOR RESPONSIBILITIES 13
41 OWNERSHIP AND TRANSFER OF OWNERSHIP 13
42 CAPITAL IMPROVEMENTS 14
43 PERMITTING AND COMPLIANCE 15
44 ACCEPTANCEOFWASTE 15
45 OPERATING REQUIREMENTS 16
46 HOURS AND DAYS OF OPERATION 17
47 HOLIDAYS 17
48 COUNTY ACCESS 18
49 TRANSPORTATION OF ACCEPTABLE WASTE 18
410 PROCESSING OF RECYCLABLE MATERIALS 18
411 RECORDKEEPING AND REPORTING 18
412 TRANSITION 20
ARTICLE 5 CONTRACTORS COMPENSATION 20
51 BASE RATE 20
52 RATE ADJUSTMENTS 21
53 BILLING AND PAYMENT OF CONTRACTORS FEES 21
Okaloosa County Transfer Contract_ Final Page 2 of 52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS 22
61 ACCEPTABLE WASTE 22
62 SPECIAL WASTE 22
63 CONSTRUCTION AND DEMOLITION DEBRIS 22
64 RECYCLABLE MATERIALS 22
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS 23
71 COUNTY RECYCLABLE MATERIALS 23
72 OTHER RECYCLABLE MATERIALS 25
ARTICLE 8 PERFORMANCE BOND 25
ARTICLE 9 LIQUIDATED DAMAGES 25
ARTICLE 10 DEFAULT AND TERMINATION 27
ARTICLE 11 INSURANCE 28
I II CONTRACTORS INSURANCE 28
112 WORKERS COMPENSATION INSURANCE 30
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE 30
114 LIMITS OF LIABILITY 31
115 NOTICE OF CLAIMS AND LITIGATION 32
116 INDEMNIFICATION AND HOLD HARMLESS 32
117 CERTIFICATES OF INSURANCE 32
118 GENERALTERMS 33
119 UMBRELLA INSURANCE 34
ARTICLE 12 FORCE MAJEURE 34
121 INABILITY TO PERFORM 34
122 EVENTS OF FORCE MAJEURE 35
123 WRITTEN NOTIFICATION 35
Okaloosa County Transfer Contract_Final Page3 of52
ARTICLE 13 TITLE TO WASTE 36
ARTICLE 14 ARBITRATION36
141 ARBITRATION 36
142 INDEPENDENT THIRD PARTY 36
143 AMBIGUITY 37
ARTICLE 15 OTHER TERMS AND CONDITIONS 37
151 WAIVER 37
152 ASSIGNMENT OF AGREEMENT 37
153 SUBCONTRACTORS 37
154 INDEPENDENT CONTRACTOR 38
155 NON-DISCRIMINATION PROVISIONS 38
156 LAW TO GOVERN VENUE JURISDICTION 39
157 ILLEGAL PROVISIONS 39
158 MODIFICATIONS 39
159 PREPARATION OF AGREEMENT 39
1510 REMEDIES CUMULATIVE 39
1511 HEADINGS 40
1512 REPRESENTATIONS OF CONTRACTOR 40
1513 REPRESENTATIONS OF COUNTY 40
1514 REPRESENTATIVES 40
1515 NOTICES 41
1516 ENTIRE AGREEMENT 42
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT 42
EXHIBIT A SPECIAL WAS TE 43
EXHIBIT B REAL PROPERTY WARRANTY DEEDS 46
EXHIBIT C CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO
CONTRACTORS RATE 49
EXHIBIT D SAMPLE AVERAGE MARKET VALUE CALCULATION 50
Okaloosa County Transfer Contract_Final Page4 of52
SOLID WASTE TRANSFER STATION OPERATION AGREEMENT
THIS AGREEMENT is made as of this J)Paay 8~ 2010 by and
between Okaloosa County Florida (the COUNTY) a political subdivision of the State of
Florida and Waste Management Inc ofFlorida (hereinafter refened to as CONTRACTOR) a
corporation duly organized and validly existing under and by virtue of the laws of the State of
Florida and authorized to do business in the State ofFlorida
WITNESSETH
WHEREAS the COUNTY and the CONTRACTOR entered into an agreement dated as of June
2 2000 pursuant to which CONTRACTOR operates transfer stations utilizing state-of-the-rut
techniques and in accordance with the rules and regulations of the Florida Deprutment of
Environmental Protection including but not limited to 62-701801 FAC and all referenced
codes for the purpose of receiving and transporting Solid Waste to a disposal site as provided
therein and
WHEREAS such contract for Solid Waste Transfer Station Operations authorizes the renewal of
said agreement and
WHEREAS the COUNTY and CONTRACTOR desire that CONTRACTOR continue to
operate and manage transfer stations under the te1ms and conditions set fotth in this Agreement
NOW THEREFORE in consideration of the premises contained in this Agreement the patties
hereto intend to be legally bound as follows
Okaloosa County Transfer Contract_Final Page 5 of52
ARTICLE 1 DEFINITIONS
The following words and expressions ( or pronouns used in their stead) shall wherever they
appear in this Agreement be constrned as follows unless a different meaning is clear from the
context Words of the masculine gender shall be deemed and construed to include correlative
words of the feminine and neuter genders Unless the context shall otherwise indicate all words
shall include the plum as well as the singular number and the word person shall include
corporations and associations including public bodies as well as natural persons
Acceptable Waste shall mean Solid Waste including garbage rnbbish refuse residue
incidental amounts of household hazardous waste as permitted by the Florida Department of
Environmental Protection and other discarded solid or semi-solid mate1ials resulting from
domestic commercial industrial recycling resource recovery agricultural and governmental
operations Acceptable Waste also includes Bulk Waste Special Waste (except those defined
under Unacceptable Waste) and Recyclable Materials Acceptable Waste shall not include
regulated Hazardous Waste Medical Waste Biomedical Waste Biological Waste Infectious
Waste and Yard Trash
Agreement shall mean this Agreement including all attachments and amendments thereto
Authorized Representative means the Public Works Director or as othetwise designated in
writing by the Board to represent the COUNTY in the administration and supervision of this
Agreement
Biomedical Waste means any Solid Waste or liquid waste which may present a threat of
infection to humans The term includes but is not limited to non-liquid human tissue and body
parts laboratory and veterinary waste that contain human disease-causing agents used
disposable shaips human blood human blood products body fluids and other materials that in
the opinion of the Department of Health and Rehabilitative Services represent a significant risk
of infection to persons outside the generating facility
Biological Waste means Solid Waste that causes or has the capability of causing disease or
infection and includes but is not limited to Biomedical Waste diseased or dead animals and
other wastes capable of transmitting pathogens to humans or animals
Okaloosa County Transfer Contract_Final Page 6 of52
Board shall mean the Board of County Commissioners of Okaloosa County Florida which is
the governing body of the COUNTY
Bulk Waste shall mean any waste that requires additional management due to its bulk or
weight and shall include Household Furniture treated lumber Electronics bicycles push type
lawn mowers with all oil and gas drained automotive tires and White Goods Bulk Waste does
not include any form of matter or debris resulting from tree removal land clearing land
development or Special Waste as defmed herein
Commencement Date means the first day of the month following the Effective Date of this
Agreement
Commercial Business Establishment means any establishment other than a residential
dwelling apartment complex condominium complex or trailer park and shall be and shall
include but not be limited to all retail professional wholesale and industrial facilities
manufacturing facilities non-profit enterprises governmentalpublic agencies and any other
commercial enterprises offering goods or services to the public
Commercial Waste means any Acceptable Waste generated at a Commercial Business
Establishment
Construction and Demolition Debris means discarded materials generally considered to be
not water-soluble and nonhazardous in nature including but not limited to steel glass brick
concrete asphalt roofing material pipe gypsum wallboard and lumber from the construction or
destruction of a structure as paii of a construction or demolition project or from the renovation of
a structure and including rocks soils tree remains trmiddotees and other vegetative matter that
nmmally results from land clearing or land development operations for a construction project
including such debris from construction of structures at a site remote from the construction or
demolition project site Mixing of Construction and Demolition Debris with other types of Solid
Waste will cause it to be classified as other than Construction and Demolition Debris The term
also includes
(a) Clean cardboard paper plastic wood and metal scraps from a construction project
Okaloosa County Transfer Contract_Final Page7 of52
(b) Except as provided ins 403707(9)(j) Florida Statutes unpainted nontreated wood
scraps from facilities manufacturing materials used for construction of structures or
their components and unpainted nontreated wood pallets provided the wood scraps
and pallets are separated from other Solid Waste where generated and the generator
of such wood scraps or pallets implements reasonable practices of the generating
industry to minimize the commingling of wood scraps or pallets with other Solid
Waste and
(c) De minimus amounts of other nonhazardous wastes that are generated at
construction or destruction projects provided such amounts are consistent with best
management practices of the industry
Contract Year means the time from the Commencement Date through March 31 2012 and
each calendar year thereafter
Costs shall mean the costs of labor materials supplies major rental equipment and tools
other direct costs and allocable indirect costs such as fringe benefits general and administrative
expenses and indirect labor costs
COUNTY shall mean Okaloosa County Florida acting by and tlnmiddotough its Board of County
Commissioners
CPI as used herein shall be the revised Consumer Price Index for All Urban Consumers South
Urban for all items not seasonally adjusted published by the Bureau of Labor Statistics US
Department of Labor 1984-82 = 100 In the event the US Department of Labor Bureau of
Labor Statistics ceases to publish the CPI the parties hereby agree to substitute another equally
authoritative measure of change in the purchasing power of the US dollar as may be then
available
Day shall mean one calendar day when used in this Agreement
Effective Date means the date this Agreement becomes effective when executed by the
parties or when the Board adopts the Ordinance establishing the rates specified herein
whichever later occurs
Okaloosa County Transfer Contract_Final Page 8 of52
Electronics means computers monitors keyboards nnce termmals printers modems
scanners cell phones televisions and copiers and other electronic equipment as directed by the
COUNTY
Franchise Area means the specifically described geographic areas exclusively assigned to a
franchisee for the purpose of residential Solid Waste Yard Trash and Bulk Waste Collection
and if applicable Recyclable Material Collection pursuant to the COUNTYs Residential Solid
Waste and Recycling Collection Franchise Agreement
Fuel Index as used herein shall be the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low
Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) published by the US
Department of Energy Energy Information Administration In the event the US Department of
Energy Energy Information Administration ceases to publish the fuel prices the parties hereby
agree to substitute another equally authoritative measure of change in the purchasing power of
the US dollar as may be then available
Hazardous Waste means Solid Waste or a combination of Solid Wastes (even though it may
be part of delivered load of waste) which because of its quantity concentration or physical
chemical or infectious characteristics may cause or significantly contribute to an increase in
mortality or an increase in serious irreversible or incapacitating reversible illness or may pose a
substantial present or potential hazard to human health or environment when improperly
transported disposed of stored treated or otherwise managed Hazardous Waste shall include
all such waste as defined by the Rules of the Florida Department of Environmental Protection
Chapter 62-730 FAC or 40 Code ofFederal Regulations 261 or both as either or both may be
amended from time to time and to the extent either or both is applicable to the disposal of waste
in Florida Hazardous Waste is not intended to include de minimus amounts of household
hazardous wastes as defined by FAC 62-701100
Household Furniture means all movable compactable articles or apparatus such as chairs
tables sofas mattresses etc for equipping a house
Okaloosa County Transfer Contract_Final Page9 of52
Incorporated Municipalities means those duly Incorporated Municipalities in Okaloosa
County consisting of Cinco Bayou Crestview Destin Fort Walton Beach Laurel Hill Mary
Esther Niceville Shalimar and Valpariso
Independent Third Party means a qualified party mutually acceptable to both the COUNTY
and the CONTRACTOR
Infectious Waste means those wastes which may cause disease or may reasonably be
suspected of harboring pathogenic organisms Included are wastes resulting from the operation
of medical clinics hospitals and other facilities producing wastes which may consist of but are
not limited to diseased human and animal parts contaminated bandages pathological
specimens hypodermic needles contaminated clothing and surgical gloves
Merchant Waste means Acceptable Waste that was collected from locations outside the
COUNTY jurisdictional boundaries Merchant Waste does not include Co=ercial Waste
generated within unincorporated areas of the COUNTY or within Incorporated Municipalities
Recyclable Materials means those materials which are capable of being recycled and which
would otherwise be processed or disposed of as Solid Waste Recyclable Materials shall include
newspapers (including inse1ts ) conugated cardboard mixed paper (including brown paper bags
magazines phonebooks junk mail white and colored paper shredded paper in a bag and
paperboard) aluminum plastic containers and bottles marked with SPI codes 1-7 glass bottles
and jars tin and ferrous cans polycoated containers and other Solid Waste materials added upon
Agreement between the COUNTY and the CONTRACTOR when such materials have been
either dive1ted from the remaining Solid Waste stream or removed prior to their entry into the
remaining Solid Waste stream
Recycling Facility means the facility located adjacent to the Fort Walton Beach Transfer
Station at which Recyclable Materials are delivered for processing andor transport
Required Turn Back Condition means reasonable wear and tear co=ensurate with the time
of use and considering the CONTRACTORs responsibilities for maintenance repair and
replacement
Okaloosa County Transfer Contract_Final Page 10 of52
Solid Waste means garbage rubbish refuse trash clean debris or other similar discarded
material resulting from domestic industrial commercial mining agricultural or governmental
operations It excludes Yard Trash Bulk Waste Recyclable Materials and Special Waste
Special Waste means wastes that can require special handling and management but are not
considered Bulk Waste that are not accepted at a landfill or other disposal facility or that are
accepted at a landfill or other disposal facility at higher rates than are charged for refuse
including but not limited to wastes outlined in Exhibit A
Subcontractor shall mean a person firm or corporation other than employees of
CONTRACTOR who or which contracts with CONTRACTOR to furnish or actually furnishes
labor materials andor equipment for the Facility
Ton means a sh01i ton 2000 pounds (9078 metric tons)
Transfer Stations means the facilities currently located at 630 Martin Luther King Jr Blvd
(Fort Walton Transfer Station) and at the Baker Landfill (Baker Transfer Station) in Okaloosa
County capable of receiving Acceptable Waste for further transfer to a disposal facility for
ultimate disposition
Unacceptable Waste shall mean wastes that are not accepted for Class I disposal These
materials include Infectious Waste and Hazardous Wastes as defined above those wastes
excluded from the definition of Acceptable Wastes and materials exhibiting the following
characteristics
(a) Hazardous placards or markings
(b) Liquids
( c) Powders or dusts
(d) Drums or commercial size containers
( e) Chemical odors
Other unacceptable materials include
(a) Asbestos containing wastes
(b) Ash
Okaloosa County Transfer Contract_Final Page 11 of52
( c) Fluorescent light bulbs
( d) Mercury containing devices
(e) Whole tires
(f) Liquid Wastes
White Goods means discarded washers dryers refrigerators ranges microwave ovens water
heaters freezers small air conditioning units and other similar domestic large appliances
Yard Trash means vegetative matter resulting from landscaping maintenance including
accumulation of lawn grass shrubbery cuttings or clippings and dry leaf rakings palm fronds
small tree branches bushes or shrubs green leaf cuttings fruits or other matter usually created
as refuse in the care of lawns and yards Yard Trash does not include treated wood or any form
of matter or debris resulting from tree removal land clearing land development building
demolition home improvement or waste generated by tree surgeons
ARTICLE 2 CONTRACT PURPOSE AND TERM
21 PURPOSE
The pmpose of this Agreement is to establish the terms and conditions under which
CONTRACTOR shall manage operate and maintain the Transfer Stations
22 EFFECTIVE DATE AND COMMENCEMENT DATE
This Agreement shall become effective when executed by the paities or when the Board
adopts the Ordinance establishing the rates specified herein whichever later occurs The
Commencement Date of service shall be the first Day of the month following the
Effective Date of this Agreement
Okaloosa County Transfer Contract_Final Page 12 of52
23 TERM
The term of this Agreement shall commence on the Effective Date and end on March 31
2016 The term of this Agreement may be renewed for one (1) additional term of five (5)
years commencing at the end of the initial te1m by mutual agreement of the parties
ARTICLE 3 COUNTY RESPONSIBILITIES
31 DELIVERY OF ACCEPTABLE WASTE
The COUNTY or others authorized by the COUNTY shall deliver Acceptable Waste to
the Transfer Stations and Recyclable Materials to the Recycling Facility
32 MANNER OF DELIVERIES
The COUNTY shall grant to CONTRACTOR reasonable authority to deny admission to
the Transfer Stations of any vehicle carrying refuse which may leak spill or allow waste
to be blown or scattered about the Transfer Stations before unloading at the site
33 COOPERATION
COUNTY shall cooperate with CONTRACTOR in CONTRACTORs efforts to obtain
and renew all required permits licenses and approvals shall not appear as an objector in
any proceeding to consider the granting or renewal of such permits licenses or approvals
and shall promptly and reasonably consider any applications by CONTRACTOR
ARTICLE 4 CONTRACTOR RESPONSIBILITIES
41 OWNERSHIP AND TRANSFER OF OWNERSHIP
411 Throughout the full term of this Agreement the CONTRACTOR shall retain
ownership of the Transfer Stations and Recycling Facility At the conclusion of
the full term of the Agreement or in the event of CONTRACTOR default and
Okaloosa County Transfer Contract_Final Page 13 of52
termination by the COUNTY the Baker Transfer Station and all real property at
the Fort Walton Beach Transfer Station and Recycling Facility will be wholly
owned by the COUNTY and CONTRACTOR shall convey in Required Tum
Back Condition good and marketable title to the same to the COUNTY free and
clear of all liens or other encumbrances For the purposes of this Agreement real
property means the Fort Walton Beach Transfer Station and Recycling Facility
property as defined by the warranty deeds in Exhibit B and all physical buildings
and structures thereon including all equipment and fixtures with the exception of
rolling stock
412 In order to establish the Required Turn Back Condition of all real property at the
Transfer Stations and Recycling Facility and the need for repairs or replacements
if any the COUNTY and the CONTRACTOR shall conduct a joint inspection(s)
of the Facilities sites and buildings to include the utilities no later than thirty
(30) Days after the Effective Date of this Agreement The COUNTY and the
CONTRACTOR shall develop a list of any necessary repairs or replacements that
the CONTRACTOR is responsible for paying for andor performing such repairs
or replacements and establish a schedule for completing such work The
condition of the Facilities sites and buildings following completion of such
repairs and replacements shall be the Required Tum Back Condition allowing for
normal wear and tear commensurate with the time of use and considering the
CONTRACTORs responsibilities for maintenance repair and replacement
413 The CONTRACTOR shall maintain and convey at the conclusion of the full term
of this Agreement all real property at the Transfer Stations and Recycling Facility
to the COUNTY in Required Turn Back Condition The COUNTY shall notify
the CONTRACTOR of any deficiencies in the Required Tum Back Condition
and CONTRACTOR shall remedy such deficiencies
42 CAPITAL IMPROVEMENTS
The CONTRACTOR shall be solely responsible for the cost of all capital improvements
to the Transfer Stations and Recycling Facility
Okaloosa County Transfer Contract_Final Page 14 of 52
43 PERMITTING AND COMPLIANCE
The CONTRACTOR shall be responsible for obtaining and maintaining permits
approvals and licenses as are requrred for the operation of the Transfer Stations and
Recycling Facility CONTRACTOR shall operate the facilities in compliance with all
requirements of Federal State and local laws rules ordinances and regulations
applicable to the management of such facilities and as contained in the permits issued
relative to the facilities CONTRACTOR and the COUNTY agree to cooperate fully with
one another within reason in all efforts undertaken pursuant to this paragraph The
CONTRACTOR shall be responsible at its sole cost for the payment of all fines
penalties and citations that the CONTRACTOR may incur
44 ACCEPTANCE OF WASTE
In accordance with applicable operational protocol established by the CONTRACTOR
and with the approval of the COUNTY CONTRACTOR shall provide operate and
maintain facilities for the receipt of Acceptable Waste brought to the Transfer Stations
441 Acceptable Waste The CONTRACTOR shall process Acceptable Waste received
at the Transfer Stations in accordance with applicable Federal State and local
regulations and in a manner which would not be likely to pose a threat to public
health and safety
442 Special Waste CONTRACTOR shall implement a program to identify and
manage Special Waste Any testing or additional charges for the receipt handling
and disposal of Special Waste shall be as agreed between the CONTRACTOR
and the generator or transpmier of the Special Waste
443 Unacceptable Waste The CONTRACTOR shall exercise its best efforts to avoid
the acceptance of Unacceptable Waste at the Transfer Stations The
CONTRACTOR shall process Unacceptable Waste received at the Transfer
Stations in accordance with applicable Federal State and local laws rules
ordinances and regulations and in a manner which would not be likely to pose a
threat to public health and safety The CONTRACTOR shall indemnify the
Okaloosa County Transfer Contract_Final Page 15 of 52
COUNTY for any liability claim or damages imposed as a consequence of
CONTRACTORs failure to process such material in accordance with applicable
Federal State or local regulations Any testing required or additional charges
imposed for the receipt handling and disposal of Special Waste shall be as agreed
between the CONTRACTOR and the generator or transporter of the Unacceptable
Waste
45 OPERATING REQUIREMENTS
451 The CONTRACTOR will provide at CONTRACTORs expense all the utilities
used in operating the Transfer Stations and Recycling Facility At the Baker
Transfer Station the CONTRACTOR shall pre-treat leachate to a pH between 60
and 85 The COUNTY shall transport the treated leachate for further treatment
and disposal
452 The CONTRACTOR shall be responsible for the maintenance and repair of all
real property at the Transfer Stations and Recycling Facility in accordance with
industry and operational standards It shall also be the CONTRACTORs
responsibility to replace all or part of the property fixtures machinery
improvements and equipment as required to maintain the operation and
performance of the Transfer Stations and Recycling Facility including facility
expansion necessary to accommodate increased throughput The CONTRACTOR
shall maintain and or replace as appropriate all rolling stock utilized by the
CONTRACTOR in performance of this Agreement
453 The CONTRACTOR shall specifically establish a procedure for monitoring the
wear on the waste receiving floors and shall establish a repair procedure before
the wear has progressed to the point that further wear could jeopardize the
renewal of the floor surface or involve replacement of the steel reinforcement in
the floor The floor shall be resurfaced by the CONTRACTOR at least once
during the te1m ofthis Agreement
Okaloosa County Transfer Contract_Final Page 16 of 52
454 The CONTRACTOR shall remove Solid Waste from the transfer station tipping
floors in accordance with its operating permits
455 The CONTRACTOR shall operate the facilities to allow for a turnaround time of
not greater than twenty (20) minutes for vehicles delivering waste or Recyclable
Materials
456 The Transfer Stations and Recycling Facility will be maintained in a neat clean
and attractive manner consistent with its function and present a positive public
appearance
457 The CONTRACTOR shall control litter at the Transfer Stations and Recycling
Facility sites Adequate litter control is defined as minimizing litter leaving the
site and the collection of off-site and on-site litter at the end of eve1y business
day
458 The CONTRACTOR shall separate tires White Goods and Electronics delivered
to the Transfer Stations from other waste and place them in separate containers as
provided by the COUNTY
46 HOURS AND DAYS OF OPERATION
The Transfer Stations and Recycling Facility will be open to the public from 600 am
until 500 pm Monday through Friday and 600 am until 1200 noon Saturday The
COUNTY reserves the right to alter the operating hours of the facilities The
FRANCillSEE and COUNTY agree to negotiate a reasonable rate adjustment if such
change in operating hours affects operating costs
47 HOLIDAYS
The CONTRACTOR will close the Transfer Stations and Recycling Facility on the
following holidays New Years Day Thanksgiving and Clumiddotistmas
Okaloosa County Transfer Contract_Final Page 17 of 52
48 COUNTY ACCESS
The CONTRACTOR shall afford reasonable access at any reasonable time to the
Transfer Stations and Recycling Facility by the COUNTY its authorized agents or public
authorities having regulatory jurisdiction over the facilities Such visits shall be
conducted in a manner so as to cause minimum interference with the performance of
CONTRACTOR s responsibilities hereunder All persons conducting such visits shall
provide appropriate identification and shall comply with CONTRACTORs established
safety rules and regulations
49 TRANSPORTATION OF ACCEPTABLE WASTE
The CONTRACTOR shall be responsible for all transportation of Acceptable Waste
except White Goods and tires once it has been accepted for disposal at the Transfer
Stations The CONTRACTOR shall transport Electronics to the COUNTY facility
designated by Authorized Representative The CONTRACTOR may transpmt
Constmction and Demolition Debris to a permitted facility of its choosing The
CONTRACTOR shall transpmt all other Acceptable Waste to the Spring Hill Regional
Landfill and shall have the duty to ensure that the transportation will be performed in
accordance with applicable regulations and will be prompt safe and efficient Upon
approval by the Authorized Representative the CONTRACTOR may transpmt
Acceptable Waste to a different permitted facility If such facility is closer to Okaloosa
County than the Spring Hill Regional Landfill the CONTRACTOR and COUNTY shall
negotiate a co=ensurate rate adjustment
410 PROCESSING OF RECYCLABLE MATERIALS
The CONTRACTOR shall be responsible for all transportation and processmg of
Recyclable Materials accepted at the Recycling Facility
411 RECORDKEEPING AND REPORTING
4111 The CONTRACTOR records required herein shall be maintained in electronic
database format utilizing Microsoft software or in a format approved by the
Okaloosa County Transfer Contract_Final Page 18 of 52
Authorized Representative The databases shall be readily available for inspection
by the COUNTY at any time during normal operating hours and information in
the records shall be shared with the COUNTY upon request
4112 The CONTRACTOR shall weigh and record all inbound and outbound vehicles
carrying materials including transfer trucks at the Fort Walton Beach Transfer
Station and Recycling Facility Each vehicle delivering waste or Recyclable
Materials shall be properly identified and authorized in a manner satisfactory to
the COUNTY and CONTRACTOR Weights of all waste and Recyclable
Materials shall be recorded in the COUNTYs WasteWorks system
4113 The weight of Acceptable Waste and Recyclable Materials shall be determined
using the weigh scales at the facility The CONTRACTOR shall at regular
intervals test the accuracy of the weigh scales such testing shall occur at least
once every ninety (90) Days The test records for the term of this Agreement shall
be kept on file in the scale house at the facility
4114 The CONTRACTOR shall maintain the original weight records that identify the
vehicles the time of weighing( s) and the tare weights of the vehicles for a period
of five (5) years after which CONTRACTOR may dispose of such records The
CONTRACTORs records so developed will be used as a basis for calculating
quantities of waste and Recyclable Materials and shall be subject to review
including spot checking by the COUNTY at its discretion on site or made
available to the COUNTY at such times as it may reasonably request Required
records in this category include but are not limited to itemized statements of the
amount of Acceptable Waste delivered to the Transfer Stations as further defmed
in Article 4
4115 The COUNTY shall be entitled to have its designated representatives at the
Transfer Stations and Recycling Facility at all times and CONTRACTOR shall
designate a suitable site for an office if required by COUNTY The COUNTY
shall further have the right to station its employees at all weigh scales to verify the
Okaloosa County Transfer Contract_Final Page 19 of52
correctness of the weight records and the CONTRACTOR shall provide
reasonable space for said employees
4116 The CONTRACTOR shall provide the Authorized Representative with its internal
tonnage report which shall include all waste delivered to the Transfer Stations
and all Recyclable Materials delivered to the Recycling Facility Tonnage shall
be broken down by material type and source of generationdelivery with all waste
and Recyclable Materials collected within the COUNTYs Franchise Area clearly
noted For Recyclable Materials collected within the COUNTYs Franchise Area
the CONTRACTOR shall provide an estimate of the breakdown of such material
by commodity Such report shall be submitted in electronic format within seven
(7) Days after the end of each month
412 TRANSITION
4121 The CONTRACTOR shall cooperate with the COUNTY or its designated
contractor during any transition period at the end of this Agreement Such
cooperation includes but is not limited to allowing site visits of the facilities by
the COUNTY or its contractor with advance notice and ensuring all facilities are
in Required Tum Back Condition pursuant to Paragraph 41
4122 The CONTRACTOR shall transfer all active facility permits for the Transfer
Stations and Recycling Facility to the COUNTY or its designated contractor as
requested by the COUNTY in a timely manner so as to avoid any disruption of
service
ARTICLES CONTRACTORS COMPENSATION
51 BASE RATE
The combined total rate for Acceptable Waste handling transportation and disposal paid
to the CONTRACTOR by the COUNTY shall be $3677 per Ton ofrep011ed and verified
waste receipts with the exception of Recyclable Materials Special Waste or
Okaloosa County Transfer Contract_Final Page20 of52
Construction and Demolition Debris managed at the facilities This rate shall take effect
on the Commencement Date of this Agreement and shall continue without adjustment
through September 30 2011
52 RATE ADJUSTMENTS
On October I 2011 and October 1 of each subsequent Contract Year of this Agreement
the CONTRACTORs base rate as provided in Paragraph 51 shall be adjusted
accmding to the following methodology as further explained in Exhibit C seventy
percent (70) of the rate shall be adjusted based on seventy-five percent (75) of the
percentage change in the CPI for the twelve (12) months ending on the preceding June
30ili and thirty percent (30) of the rate shall be adjusted based on the percent change in
the US Department of Energy Fuel Index for the previous twelve (12) months ending on
the preceding June 30ili The total rate adjustment each year may not exceed two percent
(2) of the previous years rates
53 BILLING AND PAYMENT OF CONTRACTORS FEES
531 CONTRACTOR shall keep records of all Acceptable Waste received at the
Transfer Stations as described herein
532 CONTRACTOR shall invoice the COUNTY monthly for the handling
transportation and disposal fees as set forth herein for Acceptable Waste
received at the Transfer Stations This invoice must include detailed information
regarding waste receipts including Solid Waste Bulk Waste Special Waste
Recyclable Material Unacceptable Waste and Merchant Waste in a format
approved by the Authorized Representative Only waste receipts reported using
this format and verified by the COUNTY will be paid COUNTY shall pay such
invoices within thirty (30) Days from the date of invoice or request additional
info1mation if adequate information is not provided
Okaloosa County Transfer Contract_Final Page 21 of52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS
COUNTY shall be responsible for the setting and collection of charges associated with all waste
receipts except as provided herein
61 ACCEPTABLE WASTE
The rates charged for Acceptable Waste will be as established by COUNTY Ordinance
No 00-08 and any amendments thereto If a waste load is too small to be accurately
weighed by the Transfer Stations weigh scales a flat rate shall be charged to the
customer per vehicle as established by COUNTY Ordinance No 00-08 and any
amendments thereto
62 SPECIAL WASTE
CONTRACTOR shall be responsible for setting rates associated with Special Waste
63 CONSTRUCTION AND DEMOLITION DEBRIS
CONTRACTOR shall use its best efforts to deliver a mmnnum of 1000 Tons of
Construction and Demolition Debris (CampD) per month to the Transfer Stations
collectively The COUNTY shall charge the CONTRACTOR a Ten Dollar ($1000) per
Ton host fee for all CampD material delivered to the Transfer Stations This CampD material
shall not be subject to any additional charges or Costs including tipping fees by the
COUNTY to the CONTRACTOR
64 RECYCLABLE MATERIALS
Recyclable Materials delivered by or on behalf of the COUNTY Incorporated
Municipalities or by private citizens directly or collected by the CONTRACTOR from
Commercial Business Establishments in the COUNTY will be accepted at no charge
The CONTRACTOR may negotiate Recyclable Materials processing fees with other
entities delivering such materials to the Recycling Facility
Okaloosa County Transfer Contract_ Final Page22 of52
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS
71 COUNTY RECYCLABLE MATERIALS
The CONTRACTOR shall pay the COUNTY revenue for each Ton of Recyclable
Materials delivered by or on behalf of the COUNTY to the Recycling Facility as follows
711 Each month the CONTRACTOR shall calculate the Average Market Value
(AMV) of Recyclable Materials defined as the sum of commodity prices (US
Dollar per Ton) posted on the first week of the month for the Southeast USA in
SecondaryMaterialsPricingcom and SecondaryFiberPricingcom multiplied by
the composition of the Recyclable Materials as defmed in Table 1 Exhibit D
provides an example ofthis calculation
Table 1
Composition ofRecyclable Materials and Market Indexes for Determining AMV
lVIaterial Index Description Percentale Newspaper (ONP) PSI 8 Baled FOB sellers dock 5260 Corrugated Cardboard (OCC) PSI 11 Baled FOB sellers dock 1130 Mixed Paper PSI 1 Baled FOB sellers dock 460 Aseptic Containers NIA 000 Aluminum Cans Aluminum Cans Sorted and Baled Delivered 170 Steel Cans Steel Cans Sorted and Baled Delivered 230 PET PET Baled Picked Up 460 HDPE (Natural) Natural HDPE Baled Picked Uo 090 HDPE (Colored) Colored HDPE Baled Picked Up 180 Clear Glass Flint Delivered 830 Green Glass Green Delivered 450 Brown Glass Amber Delivered 490 Contamination NIA 250
712 Each month the CONTRACTOR shall pay revenue to the COUNTY based on
the AMV equal to the total Tons of Recyclable Materials delivered by or on
behalf of the COUNTY multiplied by the revenue payment in Table 2 The
revenue payment in Column A will be in effect through March 31 2013 and that
in Column B will be in effect after that date If a Mate1ials Recovery Facility
Okaloosa County Transfer Contract_Final Page23 of52
(MRF) is developed by the CONTRACTOR within a 200 mile radius of the
COUNTY prior to March 31 2013 the revenue payment in Column B will go
into effect when such MRF becomes operational
Table 2
Per Ton Revenue Payment to COUNTY Based on AMV
Avera2e Market Value COLUMN A COLUMNB
Low Hi2h
Revenue Payment to COUNTY ($Ton)
until March 31 2013
Revenue Payment to COUNTY($Ton)
after March 31 2013 lt$8001 $9000 $2000 $2000
$9001 $10000 $2000 $2500
$10001 $11000 $2000 $3000 $11001 $12000 $2000 $3500
$12001 $13000 $2500 $4000
$13001 $14000 $3000 $4500 $14001 $15000 $3500 $5000 $15001 $16000 $4000 $5500 $16001 $17000 $4500 $6000
$17001 $18000 $5000 $6500 $18001 $19000 $5500 $7000 $19001 $20000 $6000 $7500
$20001 $21000 $6500 $8000 $21001 $22000 $7000 $8500
$22001 gt$23000 $7500 $9000
713 No later than the fifteenth (15th) Day of each month the CONTRACTOR shall
submit a Monthly Payment Report in a format approved by the Authorized
Representative for the previous calendar month detailing the calculation of each
revenue payment and the total revenue payment due to the COUNTY Said
revenue payment shall be remitted to the COUNTY within thirty (30) Days from
the end of the month for which the payment is being made
714 The CONTRACTOR may request a study to measure the composition of
Recyclable Materials utilized to calculate the AMV pursuant to Paragraph 7 1
Okaloosa County Transfer Contract_Final Page 24 of52
Table I of this Agreement such request being subject to approval by the
COUNTY If approved by the COUNTY the CONTRACTOR and COUNTY
shall jointly develop a methodology and cost estimate to conduct the composition
study The final methodology and selection of the Independent Third Party to
conduct the study must be approved by the Authorized Representative The
parties shall share equally in paying for the cost of the study Study results are
subject to final approval by the Authorized Representative Once approved
adjustments to the composition of Recyclable Materials shall become effective for
the following month and remainder of the term of the Agreement or until further
adjusted in accordance with this article
72 OTHER RECYCLABLE MATERIALS
The CONTRACTOR will remit $20 per Ton of Recyclable Material received at the
Recycling Facility that is not subject to Paragraph 71 with the exception of Recyclable
Materials not generated in Okaloosa County
ARTICLE 8 PERFORMANCE BOND
The CONTRACTOR shall furnish to the COUNTY a performance bond issued by a surety
licensed to do business in the State of Florida for the faithful performance of the Agreement and
all obligations arising hereunder The performance bond shall be made payable in favor of
Okaloosa County Florida or in lieu thereof pay to the COUNTY the sum of $200000000 A
complete bond shall be issued at least thirty (30) Days prior to the Commencement Date of this
Agreement
ARTICLE 9 LIQUIDATED DAMAGES
If the CONTRACTOR does not substantially fulfill its obligations under this Agreement the
COUNTY shall provide written notice to the CONTRACTOR of specific areas of deficiency
Examples of such deficiencies include but are not limited to the following
Okaloosa County Transfer Contract_Final Page 25 of 52
(a) Violation of environmental laws
(b) Inadequate litter control at the Transfer Stations andor the Recycling Facility Adequate
litter control is defined as minimizing litter leaving the site and the collection of off-site
and on-site litter at the end of every business day
(c) Failure to remove Solid Waste from the transfer station tipping floor in accordance with
FRANCHISEEs operating permits
(d) Other conditions created by the CONTRACTOR that could impact public health and
safety and
(e) Poor maintenance of the Transfer Stations and Recycling Facility and equipment
resulting in a poor public image of the facilities
The CONTRACTOR shall initiate reasonable steps to correct these deficiencies within seventyshy
two (72) hours of written notice If the CONTRACTOR does not initiate reasonable steps within
seventy-two (72) hours the COUNTY may at its discretion impose liquidated damages of $500
per Day until deficiencies are satisfactorily con-ected as determined by the COUNTY If the
CONTRACTOR has not con-ected these deficiencies within thirty (30) Days of receipt of written
notice the CONTRACTOR will be considered in default of the Agreement and the COUNTY
may terminate this Agreement and recover damages in the full amount of the performance bond
The COUNTY may assess liquidated damages pursuant to this Aliicle on a monthly basis and
shall at the end of each month notify the CONTRACTOR in writing of the liquidated damages
assessed and the basis for each assessment In the event the CONTRACTOR wishes to contest
such assessment(s) the CONTRACTOR shall within five (5) Days after receiving such notice
request in writing an opportunity to be heaimiddotd by the Board and present its defense to such
assessment(s)
The COUNTYs Authorized Representative shall notify the CONTRACTOR in writing of any
action taken with respect to CONTRACTORs claims and the decision of the Board will be final
Okaloosa County Transfer Contract_Final Page 26 of 52
ARTICLE 10 DEFAULT AND TERMINATION
The COUNTY may terminate this Agreement except as otherwise provided below in this
paragraph by giving CONTRACTOR fifteen (15) Days advance written notice upon the
happening of any one of the following events
(a) The CONTRACTOR fails to remedy deficiencies as noted in Article 9 within
thirty (30) Days of receipt ofwritten notice by the COUNTY
(b) The CONTRACTOR takes the benefit of any present or future insolvency statute
or shall make a general assigmnent for the benefit of creditors or file a voluntary
petition in bankruptcy or a petition or answer seeking readjustment of its
indebtedness under the Federal United States or any state thereof or consent to
the appointment or a receiver trustee or liquidator of all or substantially all of its
property or
(c) By order or decree of a court the CONTRACTOR shall be adjudged bankrupt or
an order shall be made approving a petition filed by any of its creditors or by any
of the Stockholders of the CONTRACTOR seeking its reorganization or the
readjustment of its indebtedness under federal bankrnptcy laws or under any law
of statute of the United States or of any state thereof provided that if any such
judgment is stayed or vacated within sixty ( 60) Days after the entry thereof any
notice of cancellation shall be and become null void and of no effect or
(d) By or pursuant to or under authority of any legislative act resolution or rule or
any order or decree of any cornt or government board agency or office having
jurisdiction a receiver trustee or liquidator shall take possession or control of all
or substantially all of the property of the CONTRACTOR and such possession of
control shall continue in effect for a period of sixty ( 60) Days or
(e) The CONTRACTOR shall voluntarily abandon desert or discontinue its
operation hereunder granted
Okaloosa County Transfer Contract_Final Page 27 of52
Then such shall be considered a material breach of this Agreement and the Authorized
Representative shall notify the CONTRACTOR in writing of the breach If within a period of
fifteen (15) Days the CONTRACTOR has not eliminated the conditions considered to be a
breach of contract or having so co=enced shall fail thereafter to continue with diligence the
cming thereof the Authorized Representative shall notify the Board
After these fifteen (15) Days the COUNTY can cause the CONTRACTOR to be obligated to pay
the COUNTY the amount specified in the bond and has the authority to terminate this
Agreement
ARTICLE 11 INSURANCE
111 CONTRACTORS INSURANCE
1111 The CONTRACTOR shall not co=ence any work in connection with this
Agreement until he has obtained all required insurance and such insurance has
been approved by the Okaloosa County Risk Management Director
1112 All insurance policies shall be with insurers licensed to do business in the State of
Florida and any insuring company is required to have a rnininimn rating of A
Class X in the Best Key Rating Guide published A M Best amp Co Inc
1113 All insurance shall include the interest of all entities names in and its respective
agents consultants servants and employees of each and all other interests as may
be reasonably required by Okaloosa County as Additional Insured The coverage
afforded the Additional Insured under this policy shall be primary insurance If
the Additional Insured have other insurance that is applicable to the loss such
other insurance shall be on an excess or contingent basis The amount of the
companys liability under this policy shall not be reduced by the existence of such
other insurance
Okaloosa County Transfer Contract_Final Page 28 of 52
1114 The County of Okaloosa shall be listed as Additional Insured by policy
endorsement on all insurance contracts applicable to this Agreement except
Workers Compensation and Professional Liability
1115 The County of Okaloosa shall be furnished proof of coverage by certificates of
insurance (COI) and endorsements for every applicable insurance contract
required by this Agreement The COI s and policy endorsements must be
delivered to the Autho1ized Representative not less than ten (10) Days prior to the
commencement of any and all contractual agreements between the County of
Okaloosa and the CONTRACTOR
1116 The COUNTY shall retain the right to reject all insurance contracts that do not
meet the requirement of this Agreement Further the COUNTY reserves the right
to change these insurance requirements with 60-Day notice to the
CONTRACTOR
1117 The insurance definition of Insured or Additional Insured shall include
Subcontractors Sub-subcontractors and any associated or subsidiary companies
of the CONTRACTOR which are involved and which is a part of the contract
1118 The COUNTY reserves the right at any time to require the CONTRACTOR to
provide certified copies of any insurance policies to document the insurance
coverage specified in this Agreement
1119 The designation of CONTRACTOR shall include any associated or subsidiary
company which is involved and is a part of the contract and such if any
associated or subsidiary company involved in the project must be named in the
Workers Compensation coverage
111IOAll policies shall be written so that the COUNTY will be notified of cancellation
or restrictive amendments at least thirty (30) Days prior to the effective date of
such cancellation or amendment Such notice shall be given directly to the
Authorized Representative
Okaloosa County Transfer Contract_Final Page 29 of 52
112 WORKERS COMPENSATION INSURANCE
1121 The CONTRACTOR shall secure and maintain during the life of this agreement
Workers Compensation insurance for all of his employees employed for the
project or any site connected with the work including supervision administration
or management of this project and in case any work is sublet with the approval
of the County of Okaloosa the CONTRACTOR shall require the Subcontractor
similarly to provide Workers Compensation insurance for all employees
employed at the site of the project and such evidence of insurance shall be
furnished the County of Okaloosa not less than ten (10) Days prior to the
conunencement of any and all subcontractual agreements which have been
approved by the County of Okaloosa
1122 Such insurance shall comply with the Florida Workers Compensation Law
1123 No class of employee including the CONTRACTOR himself shall be excluded
from the Workers Compensation insurance coverage The Workers
Compensation insurance shall also include Employers Liability coverage
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE
1131 The CONTRACTOR shall maintain Business Automobile Liability insurance
coverage throughout the life of this Agreement The insurance shall include
Owned Non-owned amp Hired Motor Vehicle coverage
1132 The CONTRACTOR shall carry other Conunercial General Liability insurance
against all other Bodily Injury Property Damage and Personal and Advertising
Injury exposures The coverage shall include both On- and Off-Premises
Operations Contractual Liability Board Form Property Damage and
Professional Liability
1133 All liability insurance ( other than Professional Liability) shall be written on an
occurrence basis and shall not be written on a claim-made basis If the insurance
Okaloosa County Transfer Contract~Final Page 30 of 52
is issued with an aggregate limit of liability the aggregate limit of liability shall
apply only to the locations included in this Agreement If as the result of any
claims or other reasons the available limits of insurance reduce to less than those
stated in the Limits of Liability the CONTRACTOR shall notify the Authorized
Representative in writing The CONTRACTOR shall purchase additional liability
insurance to maintain the requirements established in this Agreement Umbrella
or Excess Liability insurance can be purchased to meet the Limits of Liability
specified in this Agreement
1134 Commercial General Liability coverage shall be endorsed to include the
following
Premises - Operation Liability
Occurrence Bodily Injmy and Property Damage Liability
Independent CONTRACTORs Liability
Completed Operations and Products Liability
1135 CONTRACTOR shall agree to keep in continuous force Commercial General
Liability coverage including Completed Operations and Products Liability for two
(2) years beyond acceptance ofproject
114 LIMITS OF LIABILITY
The insurance required shall be written for not less than the following or greater if
required by law and shall include Employers liability with limits as prescribed in this
contract
LIMIT
A Workers Compensation
(1) State Statut01y
(2) Employers Liability $1000000 each accident
B Business Automobile amp Commercial $1000000 each occurrence
General Liability Insurance (A combined single limit)
C Personal and Adve1tising Injury $250000
D Pollution Liability $10000000 each occurrence
Okaloosa County Transfer Contract_Final Page 31 of 52
115 NOTICE OF CLAIMS AND LITIGATION
The CONTRACTOR agrees to report any incident or claim that results from performance
of this Agreement The COUNTY representative shall receive written notice in the form
of a detailed written repmi describing the incident or claim within ten ( 10) Days of the
CONTRACTORs knowledge In the event such incident or claim involves injury andor
property damage to a third party verbal notification shall be given the same Day the
CONTRACTOR becomes aware of the incident or claim followed by a written detailed
report within ten (10) Days of verbal notification
116 INDEMNIFICATION AND HOLD HARMLESS
To the fullest extent permitted by law CONTRACTOR shall indemnify and hold
harmless COUNTY its officers and employees from liabilities damages losses and
Costs including but not limited to reasonable attorney fees to the extent caused by the
negligence recklessness or intentional wrongful conduct of the CONTRACTOR and
other persons employed or utilized by the CONTRACTOR in the performance of this
contract
117 CERTIFICATES OF INSURANCE
1171 Certificates of insurance in duplicate indicating the job site and evidencing all
required coverage must be submitted to and approved by Okaloosa County prior
to the commencement of any of the work The certificate holder(s) shall be as
follows
Okaloosa County
602-C No1ih Pearl Street
Crestview Florida 32536
1172 All policies shall expressly require thirty (30) Days written notice to Okaloosa
County at the address set out above or the cancellations of material alterations of
such policies and the Certificates of Insurance shall so provide
Okaloosa County Transfer Contract_Final Page32 of52
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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LEXAL DESCRIPrIOO CCHoIDvCIN3 at the concrete nonurrent (1980 FAFB) rrarking the NW corner of the NE ( ~f section 8 lbwnship 2 South Range 24 West Okaloosa Co1lllty Florida run S88-2048E along the north boundacy thereof 62500 feet to a concrete mgtrnnEnt numbered 3501 thence S03deg00 1 181w 20006 feet to a concrete rronurrent mmtered 3501 and the POINI OF BEGINNIIlaquo thence continue S03deg00 1 l811W 6602 feet to a concrete mmUOOlt numbered 3501 thence S88deg2048 11E 113000 feet to a ooncrete nonument mmbered 3501 on the weseerly right-of-way line of the Hill Avenue Extension AKA Freedan-Way thence N07deg1545 11E along said right-of-way line 6632 feet to a concrete rromment nurrbered 3501 thence N88deg2048W 113493 feet to the POINT OF BffiINNING Containing 172 acres nore or less SUbject to easanent of record ittls property is to be used as county maintained road
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EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
CHUBB GROUP OF INSURANCE COMPANIES
Surety Department 15 Mountain View Road PO Box 1615 Warren NJ 07061-1615 CHUBB Phone 908-903-3497 Facsimile 908-903-3656
Bond No 8206-49-24 FEDERAL INSURANCE COMPANY
PERFORMANCE BOND
Amount $200000000
Know All Men By These Presents
That we Waste Management Inc of Florida 108 Hill Avenue Fort Walton Beach FL 32548
(hereinafter called the Principal) as Principal and the FEDERAL INSURANCE COMPANY Warren New Jersey a corporation duly organized under the laws of the State of Indiana (hereinafter called the Surety) as Surety are held and firmly bound unto Okaloosa County Florida 84 Ready Avenue Fort Walton Beach FL 32548
(hereinafter called the Obligee) in the amount of
Two Million and No100 Dollars --shy
($200000000) for the payments of which we the said Principal and the said Surety bind ourselves our heirs executors administrators successors and assigns jointly and severally firmly by these presents
Sealed with our seals and dated this September 23 2010 WHEREAS the Principal entered into a certain Contract with the Obligee dated 5ef1otkr 2 I 2 a10 for Solid Waste Transfer Station Operation Agreement
in accordance with the terms and conditions of said Contract which is hereby referred to and made a part hereof as if fully set forth herein
NOW THEREFORE THE CONDITION OF THIS OBLIGATION IS SUCH that if the above bounden Principal shall well and truly keep do and perform each and every all and singular the matters and things in said Contract set forth and specified to be by said Principal kept done and performed at the times and in the manner in said Contract specified or shall pay over make good and reimburse to the above named Obligee all loss and damage which said Obligee may sustain by reason of failure or default on the part of the said Principal so to do then this obligation shall be null and void otherwise shall remain in full force and effect subject however to the following conditions
NOTWITHSTANDING ANYTHING CONTAINED IN THE CONTRACT TO THE CONTRARY THE LIABILITY OF THE PRINCIPAL AND THE SURETY UNDER THIS BOND IS LIMITED TO THE TERM OF THE CONTRACT FROM March 30 2011 TO March 31 2012 ANY EXTENSIONS OR RENEWALS OF THIS BOND MUST BE CONSENTED TO IN WRITING BY THE PRINCIPAL AND THE SURETY FAILURE TO EXTEND OR RENEW THIS BOND BY THE PRINCIPAL AND THE SURETY SHALL NOT CONSTITUTE A DEFAULT UNDER THIS BOND
Any suit under this bond must be instituted before the expiration of two (2) years from the date on which final payment under the Contract falls due
lnslr 2661042 BK 2954 PG1702Page 1 of 14 Recorded 10012010 al 1210 PM RECORDING $6450 RECORDING ARTICLE V $5600
Form 15M02-0300 (Rev 11-99) Contracts with Renewal Options Page 1 of 2
DEPUTY CLERK ABUSBEE DON W HOWARDCLERK OF COURTS OKALOOSA rn1 JIIJTV JI
Bond No 8206-49-24
No right of action shall accrue on this bond to or for the use of any person or corporation other than the Obligee named herein or the hirs elreGUtDri administrators or successors of the Obligee
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tBy~~ 15--(ut bull L
middot~1 MilibulliaDl~igaAttorney-in-factbull
middotrf ~ t 111111111bull
_ _cmiddot- iP) FEDERAL INSURANCE COMPANY
)-----~~-middotmiddotmiddotmiddotbull
_middotmiddot E bullD_fgtB) X- _ bull ~ bullbullbull pf
f arc WBoots Jtorney In Fact
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Form 15-02-0300 (Rev 11-99 Contracts with Renewal Options Page 2 of 2
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS that each of the entities listed on Exhibit A attached hereto (individually the Corporation) has constituted and appointed and does hereby constitute and appoint Marc W Boots Richard Covington Mark W Edwards II Robert R Freel Mary Ann Garcia Vickie Lacy PT Osburn Alisa B Pounders Stephen R Smith and Maria D Zuniga of McGriff Seibels amp Williams of Texas Inc each its true and lawful Attorney-in-fact to execute under such designation in its name and to affix its corporate seal to deliver for and on its behalf as surety thereon or otherwise bonds of any ofthe following classes to wit
I Snrety bonds to the United States of America or any agency thereof including lease and miscellaneous surety bonds required or permitted under the laws ordinances or regulations of any State City Town Village Board or any other body or organization public or private
2 Bonds on behalf of contractors in connection with bids proposals or contracts
The foregoing powers granted by the Corporation shall be subject to and conditional upon the written direction of any officer ( or any designee of any such officer) to execute and deliver any such bonds
The signatures and attestations of such Attorneys-in-fact and the seal of the Corporation may be affixed to any such bond policy or to any certificate relating thereto by facsimile and any such bond policy or certificate bearing such facsimile signatures or facsimile seal shall be valid and binding upon the Corporation when so affixed
IN WITNESS WHEREOF the Corporation has caused these presents to be signed by its Vice President Finance and Treasurer and its corporate seal to be hereto affixed this c73rcl day of
fltRkVkr 2010
Witness Waste Management Inc
Director Financial Ass Cherie C Rice Vice President Finance and Treasurer
Revised 121609
Affiliate Entity Report
Name
0842463 BC Ltd
1-800-Pack-Rat LLC
1329409 Ontario Inc
2M Investments LLC
3368084 Canada Inc
635952 Ontario Inc
Acaverde SA de CV
Acaverde Servicios SA de C V
Advanced Environmental Technical Services LLC
Akron Regional landfill Inc
Alabama Waste Disposal Solutions LLC
Alliance Sanitary Landfill Inc
Alpharetta Transfer Station LLC
American Landfill lnc
American RRT Fiber Supply LP
Anderson Landfill Inc
Antelope Valley Recycling and Disposal Facility Inc
Arden Landfill Inc
Atlantic Waste Disposal Inc
Automated Salvage Transport Co LLC
Auxiwaste Services SA
Avalon South LLC
Avalon Southwest Inc
Azusa Land Reclamation Inc
BampB Landfill Inc
Barre Landfill Gas Associates LP
Beecher Development Company
Bestan Inc
Big Belly Solar Inc
Big Dipper Enterprises Inc
Bluegrass Containment LLC
Burnsville Sanitary Landfill Inc
CampC Disposal LLC
CID Landfill Inc
CA Newco LLC
Cal Sierra Disposal
California Asbestos Monofill Inc
Canadian Waste Services Holdings Inc
Capital Sanitation Company
Capitol Disposal Inc
Carolina Grading Inc
Cedar Ridge Landfill Inc
Central Disposal Systems Inc
Chadwick Road Landfill Inc
Chambers Clearview Environmental Landfill Inc
Chambers Development Company Inc
Chambers Development of Ohio Inc
Chambers of Georgia Inc
Chambers of Mississippi lnc
Chemical Waste Management of Indiana LLC
Chemical Waste Management of the Northwest Inc
Chemical Waste Management Inc
8312010 83532 AM
Active Legal Entities
Federal ID No
20-2107163
NA-0000001
87-0681820
NA-0000003
NA-0000005
NA-0000010
NA-0000011
36-4016575
31-1595650
76-0641853
23-2383025
20-1457486
34-1355783
23-2790769
76-0590137
95-3344381
25-1249512
36-3852536
04-3735644
NA-0000013
26-3549579
26-2817237
95-2908438
20-1469925
06-1438474
36-3381285
NA-0000017
33-1056366
45-0325454
76-0641298
41-1882463
20-1289317
16-1091396
35-2228276
94-2349727
68-0232434
NA-0000020
88-0121888
76-0638591
57-0923608
62-1727570
42-0995450
58-1798581
25-1652556
25-1214958
51-0396835
58-2397639
25-1628285
36-4067587
91-1089393
36-2989152
State of Entity Type Incorporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Limited Partnership
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Limited Partnership
Joint Venture
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Limited liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited liability Company
Corporation
Corporation
British Columl
Delaware
Ontario
Utah
Canada
Ontario
Mexico
Mexico
Delaware
Delaware
Alabama
Pennsylvania
Georgia
Ohio
Pennsylvania
Delaware
California
Pennsylvania
Delaware
Delaware
France
Delaware
Delaware
California
Delaware
Delaware
Illinois
Quebec
Delaware
North Dakota
Delaware
Minnesota
Georgia
New York
Delaware
California
California
Ontario
Nevada
Alaska
South Carolin
Delaware
Iowa
Georgia
Mississippi
Delaware
Ohio
Delaware
Mississippi
Delaware
Washington
Delaware
Page I
Affiliate Entity Report Active Legal Entities State of
Name Federal ID No Entity Type Incorporation
Chesser Island Road Landfill Inc 58-2364490 Corporation Georgia
City Disposal Systems Inc 38-3407001 Corporation Delaware
City Environmental Services Inc of Waters 38-3020069 Corporation Michigan
City Environmental Inc 38-3407576 Corporation Delaware
Cleburne Landfill Company Corp 59-3069374 Corporation Alabama
Coast Waste Management Inc 95-2557952 Corporation California
Connecticut Valley Sanitary Waste Disposal Jnc 04-2796580 Corporation Massachusett
Conservation Services Inc 84-0915035 Corporation Colorado
Continental Waste Industries Arizona Inc 22-3146904 Corporation New Jersey
Corporate Housing Initiatives II Limited Partnership 52-1854657 Limited Partnership Delaware
Coshocton Landfill Inc 31-1214800 Corporation Ohio
Cougar Landfill Inc 76-0211843 Corporation Texas
Countryside Landfill Inc 36-2838336 Corporation Illinois
CR Grdup LLC 87-0629120 Limited Liability Company Utah
Cuyahoga Landfill Inc 76-0680495 Corporation Delaware
CWM Chemical Services LLC 36-4203347 Limited Liability Company Delaware
Dafter Sanitary Landfill Inc 38-2754804 Corporation Michigan
Dauphin Meadows Inc 23-2390183 Corporation Pennsylvania
Deep Valley Landfill Inc 23-2886200 Corporation Delaware
Deer Track Park Landfill Inc 39-1802678 Corporation Delaware
Del Alma Landfill LLC 74-3055347 Limited Liability Company Delaware
Delaware Recyclable Products Inc 51-0334417 Corporation Delaware
Dickinson Landfill Inc 76-0325384 Corporation Delaware
Disposal Service Incorporated 55-0618479 Corporation West Virginia
DLA Investments Inc 20-4595489 Corporation Florida
Dominium Opportunity Fund A California Limited Partnership 95-4507794 Limited Partnership California
Downtown Diversion Inc 80-0069661 Corporation California
EC Waste Inc 66-0523535 Corporation Puerto Rico
Earthmovers LandfiH LLC 61-1342591 Limited Liability Company Delaware
East Liverpool Landfill Inc 34-1637446 Corporation Ohio
Eastern One Land Corporation 76-0695122 Corporation Delaware
Eco-Vista LLC 72-1541909 Limited Liability Company Arkansas
eCycling Services LLC 38-3684879 Limited Liability Company Delaware
El Coqui Landfill Company Inc 66-0555785 Corporation Puerto Rico
El Coqui Waste Disposal Inc 76-0480500 Corporation Delaware
ELDA Landfill Inc 76-0639272 Corporation Delaware
Elk River Landfill Inc 41-1283941 Corporation Minnesota
Enerkem Inc Corporation Quebec
Envirofil of Illinois Inc 37-0957555 Corporation Illinois
Evergreen Landfill Inc 76-0472693 Corporation Delaware
Evergreen National Indemnity Company UK-0000142 Corporation Ohio
Evergreen Recycling and Disposal Facility Inc 76-0638587 Corporation Delaware
Farmers Landfill Inc 43-0863680 Corporation Missouri
Feather River Disposal Inc 06-1479349 Corporation California
Gl Industries 87-0430285 Corporation Utah
GA Landfills Inc 58-2293782 Corporation Delaware
Gallia Landfill Inc 31-1509605 Corporation Delaware
Garnet of Maryland Inc 52-1916417 Corporation Maryland
Gateway Transfer Station LLC 20-1457460 Limited Liability Company Georgia
Georgia Waste Systems Inc 58-1028526 Corporation Georgia
Gestion Des Rebuts DMP Inc NA-0000033 Corporation Quebec
Giordano Recycling LLC 20-2098765 Limited Liability Company Delaware
8312010 83532 AM Page 2
Affiliate Entity Report Active Legal Entities State of
Name Federal ID No Entity Type Incorporation
Glades Landfill LLC
Glens Sanitary Landfill Inc
Grand Central Sanitary Landfill Inc
Greenbow LLC
Grupo WMX SA De CV
Guadalupe Mines Mutual Water Company
Guadalupe Rubbish Disposal Co Inc
Guam Resource Recovery Partners LP
Ham Lake Haulers Inc
Harris Sanitation lnc
Harvest Power Inc
Harwood Landfill Inc
Hedco Landfill Limited
High Mountain Fuels LLC
Hillsboro Landfill Inc
Holyoke Sanitary Landfill Inc
IN Landfills LLC
Jahner Sanitation Inc
Jay County Landfill LLC
JFS (UK) Limited
Kand W Landfill Inc
Kahle Landfill Inc
Keene Road Landfill Inc
Kelly Run Sanitation lnc
Key Disposal Ltd
KeyCorp Investment Limited Partnership
King George Landfill Properties LLC
King George Landfill Inc
La Quinta MedicalCommercial Plaza Ltd
Lakeville Recycling LP
Land Reclamation Company Inc
Land South Holdings LLC
Landfill Services of Charleston Inc
Laurel Highlands Landfill Inc
LCS Services Inc
Liberty Landfill LLC
Liberty Lane West Owners Association
Liquid Waste Management Inc
LongleafCampD Disposal Facility Inc
Longmont Landfill LLC
Looney Bins lnc
MSTS Inc
Mahoning Landfill Inc
Mass Gravel Inc
Mc Ginnes Industrial Maintenance Corporation
McDaniel Landfill Inc
McGill Landfill Inc
Meadowfifl Landfill Inc
Michigan Environs Inc
MicroGREEN Polymers Inc
Midwest One Land Corporation
Minneapolis Refuse Incorporated
8312010 83532 AM
73-1630187
38-2065407
23-2049337
05-0605713
NA-0000039
77-0398278
95-2746842
36-4149976
41middot1704537
59-1219741
52-1637402
NA-0000040
26-2268599
93-0760239
04-2481863
61-1342588
45-0410330
61-1342592
NA-0000044
38-2504167
43-1682575
59-2044226
25-1696669
NA-0000045
34-1783428
27-0747734
54-1632805
95-4357859
36-3730138
36-3640284
20-5908782
55-0731302
25-1640583
55-0673745
61-1342590
36-4163829
95-2779930
59-3598129
36-4551803
95-4704325
36-3542321
34-1047662
04-3117495
74-1532790
45-0399545
38-3076718
31-1509701
38-2434760
20-0606093
41-0972178
Limited Liability Company
Corporation
Corporation
Limited Liability Company
Corporation
Not For Profit Corporation
Corporation
Limited Partnership
Corporation
Corporation
Corporation Corporation
Corporation
Limited Liability Company
Corporation
Corpoi-ation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Limited Liability Company
Corporation
Limited Partnership
Limited Partnership
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Limited Liability Company
Not For Profit Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Florida
Michigan
Pennsylvania
Alabama
Mexico
California
California
Delaware
Minnesota
Florida
Delaware
Maryland
England
Delaware
Oregon
Massachusett
Delaware
North Dakota
Delaware
England
Michigan
Missouri
Florida
Pennsylvania
British Columl
Ohio
Virginia
Virginia
California
Delaware
Delaware
Delaware
West Virginia
Pennsylvania
West Virginia
Delaware
New Hampshi
California
Florida
Delaware
California
Delaware
Ohio
Massachusetl
Texas
North Dakota
Michigan
Delaware
Michigan
Washington
Delaware
Minnesota
Page 3
Affiliate Entity Report Active Legal Entities State of
Name Federal ID No Entity Type Incorporation
Modern-Mallard Energy LLC
Modesto Garbage Co Inc
Moor Refuse Inc
Mountain High Medical Disposal Services Inc
Mountain Indemnity Insurance Company
Mountainview Landfill Inc (MD)
Mountainview Landfill Inc (UD
Nassau Landfill LLC
National Guaranty Insurance Company of Vermont
New England CR LLC
New Milford Landfill LLC
New Orleans Landfill LLC
NHVT Energy Recovery Corporation
North Manatee Recycling and Disposal Facility LLC
Northwestern Landfill Inc
Nu-Way Live Oak Reclamation Inc
Oakridge Landfill Inc
Oakwood Landfill Inc
Okeechobee Landfill Inc
Ozark Ridge Landfill Inc
P amp R Environmental Industries LLC
Pacific Waste Management LLC
Palmetto Seed Capital Fund
Palo Alto Sanitation Company
Pappy Inc
Peltz HC LLC
Pen-Rob Inc
Penuelas Valley Landfill Inc
Peoples Landfill Inc
Peterson Demolition Inc
Phoenix Resources Inc
Pine Grove Landfill Inc (PA)
Pine Tree Acres Inc
PPP Corporation
ProCentury Corporation
Pulaski Grading LLC
Quail Hollow Landfill Inc
Questquill Limited
R amp B Landfill Inc
RAA Colorado LLC
RAA Trucking LLC
RCI Hudson Inc
Recycle America Co LLC
Recycle America Holdings Inc
Redwood Landfill Inc
Refuse Services Inc
Refuse Inc
Reliable Landfill LLC
Remote Landfill Services Inc
Reno Disposal Co
Resco Holdings LLC
Resource Control Composting Inc
8312010 83532 AM
57-1161216
94-1643145
33-0622768
20-2500293
03-0328445
25-1538716
76-0548746
37-1487482
36-3643755
04-3735642
76-0641312
38-3699690
02-0390004
26-0283104
52-2023458
68-0236308
25-1547187
57-0974474
25-1628636
71-0692520
04-3735653
98-0227312
57-0889130
94-1075868
52-1561430
UK-0000100
86-0504613
66-0560251
38-3406998
41-1625867
23-2483102
23-2388139
38-2544258
23-2146479
UK-0000026
76-0638043
62-1727567
98-0221631
25-1754371
20-2587942
39-2040612
04-3044820
04-3735636
72-1541913
94-1443150
59-1098850
88-0094235
73-1654400
62-1421307
88-0087833
20-0584193
04-3044833
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liilbility Company
Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Trust
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Limited Liability Company
Corporation
Delaware
California
California
Utah
Vermont
Maryland
Utah
Delaware
Vermont
Delaware
Delaware
Delaware
New Hampshi
Florida
Delaware
Delaware
South Carolin
South Carolin
Florida
Arkansas
North Carolin
Delaware
South Carolin
California
Maryland
Wisconsin
Arizona
Puerto Rico
Delaware
Minnesota
Pennsylvania
Pennsylvania
Michigan
Delaware
Ohio
Delaware
Delaware
United Kingdc
Georgia
Colorado
Wisconsin
Massachusen
Delaware
Delaware
Delaware
Florida
Nevada
Delaware
Tennessee
Nevada
Delaware
Massachusett
Page 4
Affiliate Entity Report Active Legal Entities
State of
Name Federal ID No Entity Type Incorporation
Resource Control Inc
Richland County Landfill Inc
Riegel Ridge LLC
Riverbend Landfill Co
Rolling Meadows Landfill Inc
RRT Design amp Construction Corp
RRT Empire of Monroe County Inc
RTS Landfill Inc
Rust Engineering amp Construction Inc
Rust Engineering (Thailand) Ltd
Rust International Inc
S amp J Landfill Limited Partnership
S amp S Grading Inc
S V Farming Corp
S4 Columbia Ridge Recovery LLC
S4 Energy Chambers Recovery LLC
S4 Energy Solutions LLC
Sanifill de Mexico (US) Inc
Sanifill de Mexico SA de CV
Sanifill Power Corporation
SC Holdings Inc
Serubam Servicos Urbanos E Ambientais Ltda
SES Bridgeport LLC
Shade Landfill Inc
Shanghai Environment Group Company Limited
Sierra Estrella Landfill Inc
Southern Alleghenies Landfill Inc
Southern One Land Corporation
Southern Plains Landfill Inc
Southern Waste Services LLC
Spruce Ridge Inc
Stony Hollow Landfill Inc
Suburban Landfill Inc
Terrabon Inc
Texarkana Landfill LLC
Texas Pack Rat - Austin 1 LLC
Texas Pack Rat - Dallas 1 LLC
Texas Pack Rat - Houston 1 LLC
Texas Pack Rat- Houston 2 LLC
Texas Pack Rat - Houston 3 LLC
Texas Pack Rat - San Antonio 1 LLC
Texas Pack Rat Service Company LLC
The Peltz Group LLC
The Waste Management Charitable Foundation
The Woodlands of Van Buren Inc
Thermal Remediation Solutions LLC
TNT Sands Inc
Trail Ridge Landfill Inc
T ransarnerican Waste Central Landfill Inc
Trash Hunters Inc
TrashCo Inc
Tri-County Sanitary Landfill LLC
8312010 83532 AM
04-2655361
58-1708996
56-2124210
93-0724866
76-0325383
16-1353118
16-1409567
58-1924102
63-1081016
NA-0000162
63-1081055
76-0404581
58-1858013
22-2976860
27-1892156
27-1372079
26-4136359
76-0419331
NA-0000070
76-0496422
36-2898300
NA-0000077
36-4057298
23-2886198
86-0717293
25-1249160
72-1534481
73-1384828
61-1342585
41-1591957
76-0638597
76-0638596
30-0239245
20-3668884
26-2054900
20-4572488
20-5227255
20-5227324
20-4572603
05-0545181
04-3073733
36-3791221
91-1865607
57-0937314
36-3667296
76-0463386
64-0852590
26-1885543
20-0937658
Corporation
Corporation
Limited Liability Company
Corporation Corporation
Corporation
Corporation
Corporation Corporation
Corporation
Corporation
Limited Partnership
Corporation Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Joint Venture
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Not For Profit Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Massachusett
South Carolin
North Carolim
Oregon
Delaware
Delaware
New York
Delaware
Delaware
Thailand
Delaware
Texas
West Virginia
New Jersey
Delaware
Delaware
Delaware
Delaware
Mexico
Delaware
Pennsylvania
Brazil
Delaware
Delaware
Peoples Rep1
Arizona
Pennsylvania
Delaware
Oklahoma
Delaware
Minnesota
Delaware
Delaware
Delaware
Delaware
Texas
Texas
Texas
Texas
Texas
Texas
Texas
Wisconsin
Delaware
Delaware
Oregon
South Carolin
Delaware
Delaware
Mississippi
Delaware
Delaware
Page 5
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No EntilyType Incorporation
TX Newco LLC 61-1468715 Limited Liability Company Delaware
United Waste Systems Leasing Inc 38-3324143 Corporation Michigan
United Waste Systems of Gardner Inc 04-3320949 Corporation Massachusett
USA South Hills Landfill Inc 25-1139448 Corporation Pennsylvania
USA Valley Facility Inc 23-2886199 Corporation Delaware
USA Waste Geneva Landfill Inc 34-1802751 Corporation Delaware
USA Waste Landfill Operations and Transfer Inc 76-0435557 Corporation Texas
USA Waste of California Inc 68-0306154 Corporation Delaware
USA Waste of Pennsylvania LLC 74-2921886 Limited Liability Company Delaware
USA Waste of Texas Landfills Inc 76-0322548 Corporation Delaware
USA Waste of Virginia Landfills Inc 58-1932248 Corporation Delaware
USA Waste Services of NYC Inc 11-3301808 Corporation Delaware
USA Waste-Management Resources LLC 13-3853086 Limited Liability Company New York
USA-Grine LLC 04-3735654 Limited Liability Company Delaware
UWS Barre Inc 04-3320948 Corporation Massachusett
Valley Garbage and Rubbish Company Inc 95-2090787 Corporation California
Vaporlok Technology LLC Limited Liability Company Delaware
Verns Refuse Service Inc 45-0435644 Corporation North Dakota
VFB LLC 22-3842831 Limited Liability Company New Jersey
VHG Inc UK-0000023 Corporation Minnesota
Vickery Environmental Jnc 31-1153176 Corporation Ohio
Vista Landfill LLC 59-3652174 Limited Liability Company Florida
Voyageur Disposal Processing Inc 41-1734827 Corporation Minnesota
Warner Company 51-0281233 Corporation Delaware
Warner Hill Development Company 34-1043478 Corporation Ohio
Waste Away Group Inc 63-0898842 Corporation Alabama
Waste Management Arizona Landfills Inc 86-0683003 Corporation Delaware
Waste Management Buckeye LLC 26-0076809 Limited Liability Company Delaware
Waste Management Collection and Recycling Inc 95-2621587 Corporation California
Waste Management Disposal Services of Colorado Inc 84-1004487 Corporation Colorado
Waste Management Disposal Services of Maine Inc 01-0392888 Corporation Maine
Waste Management Disposal Services of Maryland Inc 36-2898301 Corporation Maryland
Waste Management Disposal Services of Massachusetts Inc 04-2320990 Corporation Massachusett
Waste Management Disposal Services of Oregon Inc 36-3548405 Corporation Delaware
Waste Management Disposal Services of Pennsylvania Inc 23-1655318 Corporation Pennsylvania
Waste Management Disposal Services of Virginia Jnc 36-3791008 Corporation Delaware
Waste Management Financing Corporation 36-4200855 Corporation Delaware
Waste Management Holdings Inc 36-2660763 Corporation Delaware
Waste Management Inc- of Florida 59-1094518 Corporation Florida
Waste Management lndycoke LLC 81-0640497 Limited Liability Company Delaware
Waste Management International Inc 36-3255004 Corporation Delaware
Waste Management International Ltd NA-0000099 Limited Liability Company Bermuda
Waste Management Municipal Services of California Inc 77-0151385 Corporation California
Waste Management National Services Inc 760686861 Corporation Delaware
Waste Management New England Environmental Transport Inc 04-3509618 Corporation Delaware
Waste Management of Alameda County lnc 94-0727420 Corporation California
Waste Management of Alaska Inc 91-1879241 Corporation Delaware
Waste Management of Arizona Inc 86-0198265 Corporation California
Waste Management of Arkansas Inc 04-2814811 Corporation Delaware
Waste Management of California Inc 95-1735737 Corporation California
Waste Management of Canada Corporation NA-0000021 Corporation Ontario
Waste Management of Carolinas Inc 56-0731307 Corporation North Caroline
8312010 83532 AM Page 6
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No Entity Type Incorporation
Waste Management of Colorado Inc
Waste Management of Connecticut Inc
Waste Management of Delaware Inc
Waste Management of Fairless LLC
Waste Management of Five Oaks Recycling and Disposal Facility t
Waste Management of Georgia Inc
Waste Management of Hawaii Inc
Waste Management of Idaho Inc
Waste Management of lltinois Inc
Waste Management of Indiana Holdings One Inc
Waste Management of Indiana Holdings Two Inc
Waste Management of Indiana LLC
Waste Management of Iowa Inc
Waste Management of Kansas Jnc
Waste Management of Kentucky Holdings Inc
Waste Management of Kentucky LLC
Waste Management of Leon County Inc
Waste Management of Londonderry Inc
Waste Management of Louisiana Holdings One Inc
Waste Management of Louisiana LLC
Waste Management of Maine Inc
Waste Managerrient of Maryland Inc
Waste Management of Massachusetts Inc
Waste Management of Metro Atlanta Inc
Waste Management of Michigan Inc
Waste Management of Minnesota Inc
Waste Management of Mississippi Inc
Waste Management of Missouri Inc
Waste Management of Montana Inc
Waste Management of Nebraska Inc
Waste Management of Nevada Inc
Waste Management of New Hampshire Inc
Waste Management of New Jersey Inc
Waste Management of New Mexico Inc
Waste Management of New York LLC
Waste Management of North Dakota Inc
Waste Management of Ohio Inc
Waste Management of Oklahoma Inc
Waste Management of Oregon Inc
Waste Management of Pennsylvania Gas Recovery LLC
Waste Management of Pennsylvania Inc
Waste Management of Plainfield LLC
Waste Management of Rhode Island Inc
Waste Management of South Carolina Inc
Waste Management of South Dakota Inc
Waste Management of Texas Holdings Inc
Waste Management of Texas Inc
Waste Management of Tunica Landfill Inc
Waste Management of Utah Inc
Waste Management of Virginia Inc
Waste Management of Washington Inc
Waste Management of West Virginia lnc
8312010 83532 AM
84-0523684
06-1485581
51-0094505
26-3468180
37-1035820
36-3319564
76-0638599
82-0364976
36-2660859
36-4039079
36-4059574
36-4071447
42-0824220
48-0634806
36-4059575
36-4035849
36-3319565
20-5657050
36-4142119
36-4119910
01-0267739
52-0250430
04-2535063
58-1937966
38-1214786
36-2698820
36-3005295
43-0992367
36-3564773
36-3469702
88-0394159
04-2482447
36-3700143
85-0229020
36-4206797
36-3798294
25-1673264
73-0685975
93-0612655
20-2926331
25-1232336
76-0722971
36-3668109
36-2935124
46-0348394
43-1976001
75-1223528
64-0869334
87-0302156
25-1578667
36-3846342
36-3553198
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Colorado
Delaware
Delaware
Delaware
Delaware
Georgia
Delaware
Idaho
Delaware
Delaware
Delaware
Delaware
Iowa
Kansas
Delaware
Delaware
Florida
Delaware
Delaware
Delaware
Maine
Maryland
Massachusett
Georgia
Michigan
Minnesota
Mississippi
Delaware
Delaware
Delaware
Nevada
Connecticut
Delaware
New Mexico
Delaware
Delaware
Ohio
Oklahoma
Oregon
Delaware
Pennsylvania
Delaware
Delaware
South Carolin
South Dakota
Delaware
Texas
Mississippi
Utah
Virginia
Delaware
Delaware
Page7
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No Entity Type Incorporation
Waste Management of Wisconsin Inc
Waste Management of Wyoming Inc
Waste Management Partners Inc
Waste Management Recycle Asia LLC
Waste Management Recycling and Disposal Services of California
Waste Management Recycling of New Jersey LLC
Waste Management Security LLC
Waste Management Service Center Inc
Waste Management Inc
Waste Management Inc of Tennessee
Waste Resources of Tennessee Inc
Waste Services of Kentucky LLC
Waste to Energy Holdings Inc
Waste to Energy I LLC
Waste to Energy II LLC
Wastech Inc
WESI Baltimore Inc
WESI Capital Inc
WESI Peekskill Inc
WESI Westchester Inc
Westchester Resco Associates LP
Western One Land Corporation
Western Waste Industries
Western Waste of Texas LLC
Wheelabralor -Ballin1u1e LLC
Wheelabrator Baltimore LP
Wheelabrator Bridgeport LP
Wheelabrator Cedar Creek Inc
Wheelabrator Chambers Inc
Wheelabrator China Holdings Limited
Wheelabrator Claremont Company LP
Wheelabrator Claremont Inc
Wheelabrator Concord Company LP
Wheelabrator Concord Inc
Wheelabrator Connecticut lnc
Wheelabrator Culm Services Inc
Wheelabrator Environmental Systems Inc
Wheelabrator Environmental Technologies Consulting (Shanghai) (
Wheelabrator Falls Inc
Wheelabrator Frackville Energy Company Inc
Wheelabrator Frackville Properties Inc
Wheelabrator Frederick Inc
Wheelabrator Fuel Services Inc
Wheelabrator Gloucester Company LP
Wheelabrator Gloucester Inc
Wheelabrator Guam Jnc
Wheelabrator Hudson Falls LLC
Wheelabrator Lassen Inc
Wheelabrator Lisbon Inc
Wheelabrator McKay Bay Inc
Wheelabrator Millbury Inc
Wheelabrator Netherlands BV
831200 83532 AM
39-0967466
36-3828554
36-3220911
39-1977904
95-2370376
04-3735640
43-1970495
20-4017651
73-1309529
36-2935128
54-0838353
94-3429202
76-0652923
02-0519035
02-0519036
93-0936732
02-0357495
36-3861933
02-0363274
02-0360305
02-0367753
76-0688224
95-1946054
30-0239250
36-4057301
36-4057307
36-4057309
02-0443870
26-3194113
23-50847741
02-0390003
20-4284300
02-0394017
02-0393450
36-3908786
02-0442574
02-0412779
27-2548111
04-3024782
02-0393452
04-3100742
02-0442576
02-0396724
02-0391601
36-3926262
72-1541910
36-3926261
61-1167063
36-3240315
02-0412788
26-4308579
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Partnership
Limited Partnership
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Limited Partnership
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Wisconsin
Delaware
Delaware
Ohio
California
Delaware
Delaware
Delaware
Delaware
Tennessee
Tennessee
Delaware
Delaware
Delaware
Delaware
Nevada
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
California
Delaware
Delaware
Maryland
Delaware
Delaware
Delaware
Hong Kong
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Peoples Rep1
Delaware
Delaware
Delaware
Delaware
Delaware
New Jersey
Delaware
Delaware
Delaware
Delaware
Delaware
Florida
Delaware
Netherlands
Page8
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No EntifyType Incorporation
Wheelabrator New Hampshire Inc
Wheelabrator New Jersey Inc
Wheelabrator NHC Inc
Wheelabrator North Andover Inc
Wheelabrator North Broward Inc
Wheelabrator Norwalk Energy Company Inc
Wheelabrator Penacook Inc
Wheelabrator Pinellas Inc
Wheelabrator Portsmouth Inc
Wheelabrator Putnam Inc
Wheelabrator Ridge Energy Inc
Wheelabrator Saugus Inc
Wheelabrator Shasta Energy Company Inc
Wheelabrator Sherman Energy Company GP
Wheelabrator Sherman Station LLC
Wheelabrator Sherman Station One Inc
Wheelabrator South Broward Inc
Wheelabrator Spokane Inc
Wheelabrator Technologies Inc
Wheelabrator Technologies International Inc
Wheelabrator Westchester LP
White Lake Landfill Inc
Williams Landfill LLC
Willow Oak Landfill LLC
WM Arizona Ope atiur1s LLC
WM Asphalt Products LLC
WM Bagco LLC
WM Conversion Energy LLC
WM Conversion Fund LLC
WM Corporate Services Inc
WM Emergency Employee Support Fund Inc
WM Energy Resources Inc
WM Energy Solutions Inc
WM Green Squad LLC
WM GreenOps LLC
WMGTL Inc
WM GTL LLC
WM Healthcare Solutions Inc
WM Illinois Renewable Energy LLC
WM International Holdings Inc
WM International Services (UK) Limited
WM Lamp Tracker Inc
WM Landfills of Ohio Inc
WM Landfills of Tennessee Inc
WM Leasing of Arizona LLC
WM Leasing of Texas LP
WM LNG Inc
WM Mercury Waste Inc
WM Middle Tennessee Environmental Center LLC
WM Mobile Bay Environmental Center Inc
WM Nevada Renewable Energy LLC
WM of Texas LLC
8312010 83532 AM
02-0390002
02-0391598
02-0393448
36-3062971
04-3030218
02-0395269
02-0393449
36-3110153
27-1446081
36-3908789
36-3820153
13-2740971
02-0395274
02-0390349
76-0743287
02-0390312
02-0410154
02-0416522
22-2678047
36-3965264
02-0367751
38-1889893
61-1342579
20-1457518
32-0112690
27-0675171
26-4626312
26-4040670
27-1445960
27-3308922
11-3758170
27-1184260
76-0695139
26-1694369
26-4194066
26-0294424
26-0294528
20-3483524
45-0512000
76-0607203
NA-0000098
26-2748613
31-1509696
62-1462526
20-4017719
20-4017724
26-2294125
27-2289604
26-1946982
76-0638602
27-1678300
26-0428868
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
General Partnership
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Limited Liability Company
Limited Liability Company
Limited Uabllfty Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Not For Profit Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Limited Partnership
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Limited Liability Company
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Maine
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Michigan
Delaware
Georgia
Uelaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
England
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Page 9
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No Entity Type Incorporation
WM Organic Growth Jnc
WM PA Holdings LLC
WM Pack-Rat of California LLC
WM Pack-Rat of Illinois LLC
WM Pack-Rat of Kentucky LLC
WM Pack-Rat of Maryland LLC
WM Pack-Rat of Massachusetts LLC
WM Pack-Rat of Michigan LLC
WM Pack-Rat of Nevada LLC
WM Pack-Rat of Ohio LLC
WM Pack-Rat of Rhode Island LLC
WM Pack-Rat LLC
WM Partnership Holdings Inc
WM Phoenix Energy Resources LLC
WM Quebec Inc
WM RA Canada Inc
WM Recycle America LLC
WM Recycle Europe LLC
WM Renewable Energy LLC
WM Resource Recovery amp Recycling Center Inc
WM Resources Inc
WM Safety Services LLC
WM Security Seivices Inc
WM Services SA
WM Storage II Inc
WM Storage Inc
WM Texas Pack Rat LLC
WM Trash Monitor Plus LLC
WM WY Energy Resources LLC
WMI Medical Services of Indiana Inc
WMI Mexico Holdings Inc
WMNA Container Recycling LLC
WMRE of Michigan LLC
WMSALSA Inc
WMST Illinois LLC
WTI Air Pollution Control Jnc
WTI Financial LLC
WTI International Holdings Inc
wn Rust Holdings Inc
WTI UK LTD
20-4677155
27-2335935
26-0380883
26-0524082
26-2289448
26-1411856
26-1411946
26-2289484
27-0371504
262289407
26-1855760
26-0285281
36-3974344
27-2340971
NA-0000041
NA-0000172
72-1541911
20-0570245
45-0511978
26-2289538
25-1536159
20-3887188
20-3714754
NA-0000108
27-1525390
26-0285202
26-1442144
26-1436776
27-1184329
35-1724992
36-3912290
04-3735649
27-3334762
20-2580150
94-3423874
36-4110833
20-0584237
36-3908839
02-0351425
98-0336025
Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Liabflily Company
Corporation
Corporation
Limited Liability Company
Corpdration
Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Not For Profit Corporation
Limited Liability Company
Corporation
Limited Liability Comp_any
Corporation
Corporation
Corporation
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Canada
Ontario
Delaware
Delaware
Delaware
Delaware
Pennsylvania
Delaware
Delaware
Argentina
Delaware
Delaware
Delaware
Delaware
Delaware
Indiana
Delaware
Delaware
Delaware
Texas
lllinois
Delaware
Delaware
Delaware
Delaware
United Kingdc
81312010 83532 AM Page 10
----
POWER Federal Insurance Company Attn Surety DepartmentChubb OF Vigilant Insurance Company 15 Mountain View Road Surety AITORNEY Pacific Indemnity Company Warren NJ 07059
CHUBB
Know All by These Presents That FEDERAL INSURANCE COMPANY an Indiana corporation VIGILANT INSURANCE COMPANY a New York cor]Joration and PACIFIC INDEMNITY COMPANY a Wisconsin corporation do each hereby constitute and appoint Joseph Aulbert Marc W Boots Richard Covington Joy Durham Stephanie Gunderson Vickie Lacy Heather Noles P T Osburn and Maria D Zuniga of Housfon Texasmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot-middotmiddotmiddot-middotmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot--middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot
each as their true and lawful Attorneymiddot Inmiddot Fact lo execute under such designation in their names and 1o affix their corporate seals to and deliver for and on their behalf as surety thereon or otherwise bonds and undertakings and other writings obligatoiy in the nature thereof other lhan ball bonds) given or executed in the course of business and any Instruments amending or altering lhe same and consents to the modification or alteration of any instrument referred to in said bonds or obligations
In Wllness Whereof said FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY have each executed and attested these presents and affixed their corporale seals on this 17th day of August 2010
STATE OF NEW JERSEY ss
County of Somerset
On this i 7th day of August 2010 before me a Notary Public of New Jersey personally came Dawn M Chloros to me known to be Assistant Secretary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY the companies which executed the foregoing Power of Attorney and the said Dawn M Chloros being by me duly sworn did depose and say that he is Assistant Secretary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY and knows the corporate seals thereof that the seals affixed to the foregoing Power of Attorney are such corporate seals and were thereto affixed by authority of the By- Laws of said Companies and hat ha signed said Power of Attorney as Assistant Secretary of said Companies by like authority and that he Is acquainted with David B Norris Jr and knows him to be Vice President of said Companies and that the signature of David B Norris Jr subscribed to said Power of Altomey Is ln the genuine handwriting of David B Norris Jr and was thereto subscribed by authority of said By- Laws and In deponents presence
Notarial Seal
KATHERINE J ADElMR NOTARY PUBLIC OF NEW JERSEY
No 2316685 CCIIRmQlon Exp July 16 2014
CERTIFICATION Exlract from the Bymiddot Laws of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY
All powers of attorney for and on behalf of Iha Company may and shall be executed in lhe name and on behalf of the Company either by the Chairman or the President or a Vice President or an Asslslant Vice President jointly with the Secretary or an Assistan1 Secretary under their respective designations The signature of such officers may be engraved printed or lithographed The signature of each of the fotlowing officers Chairman President any Vice President any Assistant Vice Presidenl any Secretary any Assislant Secretary and the seal of the Company may be affixed by facsimile to any power of attorney or to any certificate relating thereto appointing Assistant Secretaries or Attomeys- in- Fact for purposes only of eKeculing and attesting bonds and undertakings and other writings obligatory in the nature thereof and any such power of attorney dr certificate bearing such facsimile signature or lacsimie seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimlle signature and facsimile seal shall be valid and binding upon the Company with respect to any bond or undertaking to which ii is attached
I Dawn M Chloros Assistant Secrelary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY
(the ~companies) do hereby certify Iha
(I) (H)
J31dD0
hJ (lL~ff (1j~W Dawn M Chloros Assistant Secretary
Form 15-10-02258-U (Ed 5-03) CONSENT
TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS 6
ARTICLE 2 CONTRACT PURPOSE AND TERM 12
21 PURPOSE 12
22 EFFECTIVE DATE AND COMMENCEMENT DATE 12
23 TERM 13
ARTICLE 3 COUNTY RESPONSIBILITIES 13
31 DELIVERY OF ACCEPTABLE WASTE 13
32 MANNER OF DELIVERIES 13
33 COOPERATION 13
ARTICLE 4 CONTRACTOR RESPONSIBILITIES 13
41 OWNERSHIP AND TRANSFER OF OWNERSHIP 13
42 CAPITAL IMPROVEMENTS 14
43 PERMITTING AND COMPLIANCE 15
44 ACCEPTANCEOFWASTE 15
45 OPERATING REQUIREMENTS 16
46 HOURS AND DAYS OF OPERATION 17
47 HOLIDAYS 17
48 COUNTY ACCESS 18
49 TRANSPORTATION OF ACCEPTABLE WASTE 18
410 PROCESSING OF RECYCLABLE MATERIALS 18
411 RECORDKEEPING AND REPORTING 18
412 TRANSITION 20
ARTICLE 5 CONTRACTORS COMPENSATION 20
51 BASE RATE 20
52 RATE ADJUSTMENTS 21
53 BILLING AND PAYMENT OF CONTRACTORS FEES 21
Okaloosa County Transfer Contract_ Final Page 2 of 52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS 22
61 ACCEPTABLE WASTE 22
62 SPECIAL WASTE 22
63 CONSTRUCTION AND DEMOLITION DEBRIS 22
64 RECYCLABLE MATERIALS 22
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS 23
71 COUNTY RECYCLABLE MATERIALS 23
72 OTHER RECYCLABLE MATERIALS 25
ARTICLE 8 PERFORMANCE BOND 25
ARTICLE 9 LIQUIDATED DAMAGES 25
ARTICLE 10 DEFAULT AND TERMINATION 27
ARTICLE 11 INSURANCE 28
I II CONTRACTORS INSURANCE 28
112 WORKERS COMPENSATION INSURANCE 30
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE 30
114 LIMITS OF LIABILITY 31
115 NOTICE OF CLAIMS AND LITIGATION 32
116 INDEMNIFICATION AND HOLD HARMLESS 32
117 CERTIFICATES OF INSURANCE 32
118 GENERALTERMS 33
119 UMBRELLA INSURANCE 34
ARTICLE 12 FORCE MAJEURE 34
121 INABILITY TO PERFORM 34
122 EVENTS OF FORCE MAJEURE 35
123 WRITTEN NOTIFICATION 35
Okaloosa County Transfer Contract_Final Page3 of52
ARTICLE 13 TITLE TO WASTE 36
ARTICLE 14 ARBITRATION36
141 ARBITRATION 36
142 INDEPENDENT THIRD PARTY 36
143 AMBIGUITY 37
ARTICLE 15 OTHER TERMS AND CONDITIONS 37
151 WAIVER 37
152 ASSIGNMENT OF AGREEMENT 37
153 SUBCONTRACTORS 37
154 INDEPENDENT CONTRACTOR 38
155 NON-DISCRIMINATION PROVISIONS 38
156 LAW TO GOVERN VENUE JURISDICTION 39
157 ILLEGAL PROVISIONS 39
158 MODIFICATIONS 39
159 PREPARATION OF AGREEMENT 39
1510 REMEDIES CUMULATIVE 39
1511 HEADINGS 40
1512 REPRESENTATIONS OF CONTRACTOR 40
1513 REPRESENTATIONS OF COUNTY 40
1514 REPRESENTATIVES 40
1515 NOTICES 41
1516 ENTIRE AGREEMENT 42
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT 42
EXHIBIT A SPECIAL WAS TE 43
EXHIBIT B REAL PROPERTY WARRANTY DEEDS 46
EXHIBIT C CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO
CONTRACTORS RATE 49
EXHIBIT D SAMPLE AVERAGE MARKET VALUE CALCULATION 50
Okaloosa County Transfer Contract_Final Page4 of52
SOLID WASTE TRANSFER STATION OPERATION AGREEMENT
THIS AGREEMENT is made as of this J)Paay 8~ 2010 by and
between Okaloosa County Florida (the COUNTY) a political subdivision of the State of
Florida and Waste Management Inc ofFlorida (hereinafter refened to as CONTRACTOR) a
corporation duly organized and validly existing under and by virtue of the laws of the State of
Florida and authorized to do business in the State ofFlorida
WITNESSETH
WHEREAS the COUNTY and the CONTRACTOR entered into an agreement dated as of June
2 2000 pursuant to which CONTRACTOR operates transfer stations utilizing state-of-the-rut
techniques and in accordance with the rules and regulations of the Florida Deprutment of
Environmental Protection including but not limited to 62-701801 FAC and all referenced
codes for the purpose of receiving and transporting Solid Waste to a disposal site as provided
therein and
WHEREAS such contract for Solid Waste Transfer Station Operations authorizes the renewal of
said agreement and
WHEREAS the COUNTY and CONTRACTOR desire that CONTRACTOR continue to
operate and manage transfer stations under the te1ms and conditions set fotth in this Agreement
NOW THEREFORE in consideration of the premises contained in this Agreement the patties
hereto intend to be legally bound as follows
Okaloosa County Transfer Contract_Final Page 5 of52
ARTICLE 1 DEFINITIONS
The following words and expressions ( or pronouns used in their stead) shall wherever they
appear in this Agreement be constrned as follows unless a different meaning is clear from the
context Words of the masculine gender shall be deemed and construed to include correlative
words of the feminine and neuter genders Unless the context shall otherwise indicate all words
shall include the plum as well as the singular number and the word person shall include
corporations and associations including public bodies as well as natural persons
Acceptable Waste shall mean Solid Waste including garbage rnbbish refuse residue
incidental amounts of household hazardous waste as permitted by the Florida Department of
Environmental Protection and other discarded solid or semi-solid mate1ials resulting from
domestic commercial industrial recycling resource recovery agricultural and governmental
operations Acceptable Waste also includes Bulk Waste Special Waste (except those defined
under Unacceptable Waste) and Recyclable Materials Acceptable Waste shall not include
regulated Hazardous Waste Medical Waste Biomedical Waste Biological Waste Infectious
Waste and Yard Trash
Agreement shall mean this Agreement including all attachments and amendments thereto
Authorized Representative means the Public Works Director or as othetwise designated in
writing by the Board to represent the COUNTY in the administration and supervision of this
Agreement
Biomedical Waste means any Solid Waste or liquid waste which may present a threat of
infection to humans The term includes but is not limited to non-liquid human tissue and body
parts laboratory and veterinary waste that contain human disease-causing agents used
disposable shaips human blood human blood products body fluids and other materials that in
the opinion of the Department of Health and Rehabilitative Services represent a significant risk
of infection to persons outside the generating facility
Biological Waste means Solid Waste that causes or has the capability of causing disease or
infection and includes but is not limited to Biomedical Waste diseased or dead animals and
other wastes capable of transmitting pathogens to humans or animals
Okaloosa County Transfer Contract_Final Page 6 of52
Board shall mean the Board of County Commissioners of Okaloosa County Florida which is
the governing body of the COUNTY
Bulk Waste shall mean any waste that requires additional management due to its bulk or
weight and shall include Household Furniture treated lumber Electronics bicycles push type
lawn mowers with all oil and gas drained automotive tires and White Goods Bulk Waste does
not include any form of matter or debris resulting from tree removal land clearing land
development or Special Waste as defmed herein
Commencement Date means the first day of the month following the Effective Date of this
Agreement
Commercial Business Establishment means any establishment other than a residential
dwelling apartment complex condominium complex or trailer park and shall be and shall
include but not be limited to all retail professional wholesale and industrial facilities
manufacturing facilities non-profit enterprises governmentalpublic agencies and any other
commercial enterprises offering goods or services to the public
Commercial Waste means any Acceptable Waste generated at a Commercial Business
Establishment
Construction and Demolition Debris means discarded materials generally considered to be
not water-soluble and nonhazardous in nature including but not limited to steel glass brick
concrete asphalt roofing material pipe gypsum wallboard and lumber from the construction or
destruction of a structure as paii of a construction or demolition project or from the renovation of
a structure and including rocks soils tree remains trmiddotees and other vegetative matter that
nmmally results from land clearing or land development operations for a construction project
including such debris from construction of structures at a site remote from the construction or
demolition project site Mixing of Construction and Demolition Debris with other types of Solid
Waste will cause it to be classified as other than Construction and Demolition Debris The term
also includes
(a) Clean cardboard paper plastic wood and metal scraps from a construction project
Okaloosa County Transfer Contract_Final Page7 of52
(b) Except as provided ins 403707(9)(j) Florida Statutes unpainted nontreated wood
scraps from facilities manufacturing materials used for construction of structures or
their components and unpainted nontreated wood pallets provided the wood scraps
and pallets are separated from other Solid Waste where generated and the generator
of such wood scraps or pallets implements reasonable practices of the generating
industry to minimize the commingling of wood scraps or pallets with other Solid
Waste and
(c) De minimus amounts of other nonhazardous wastes that are generated at
construction or destruction projects provided such amounts are consistent with best
management practices of the industry
Contract Year means the time from the Commencement Date through March 31 2012 and
each calendar year thereafter
Costs shall mean the costs of labor materials supplies major rental equipment and tools
other direct costs and allocable indirect costs such as fringe benefits general and administrative
expenses and indirect labor costs
COUNTY shall mean Okaloosa County Florida acting by and tlnmiddotough its Board of County
Commissioners
CPI as used herein shall be the revised Consumer Price Index for All Urban Consumers South
Urban for all items not seasonally adjusted published by the Bureau of Labor Statistics US
Department of Labor 1984-82 = 100 In the event the US Department of Labor Bureau of
Labor Statistics ceases to publish the CPI the parties hereby agree to substitute another equally
authoritative measure of change in the purchasing power of the US dollar as may be then
available
Day shall mean one calendar day when used in this Agreement
Effective Date means the date this Agreement becomes effective when executed by the
parties or when the Board adopts the Ordinance establishing the rates specified herein
whichever later occurs
Okaloosa County Transfer Contract_Final Page 8 of52
Electronics means computers monitors keyboards nnce termmals printers modems
scanners cell phones televisions and copiers and other electronic equipment as directed by the
COUNTY
Franchise Area means the specifically described geographic areas exclusively assigned to a
franchisee for the purpose of residential Solid Waste Yard Trash and Bulk Waste Collection
and if applicable Recyclable Material Collection pursuant to the COUNTYs Residential Solid
Waste and Recycling Collection Franchise Agreement
Fuel Index as used herein shall be the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low
Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) published by the US
Department of Energy Energy Information Administration In the event the US Department of
Energy Energy Information Administration ceases to publish the fuel prices the parties hereby
agree to substitute another equally authoritative measure of change in the purchasing power of
the US dollar as may be then available
Hazardous Waste means Solid Waste or a combination of Solid Wastes (even though it may
be part of delivered load of waste) which because of its quantity concentration or physical
chemical or infectious characteristics may cause or significantly contribute to an increase in
mortality or an increase in serious irreversible or incapacitating reversible illness or may pose a
substantial present or potential hazard to human health or environment when improperly
transported disposed of stored treated or otherwise managed Hazardous Waste shall include
all such waste as defined by the Rules of the Florida Department of Environmental Protection
Chapter 62-730 FAC or 40 Code ofFederal Regulations 261 or both as either or both may be
amended from time to time and to the extent either or both is applicable to the disposal of waste
in Florida Hazardous Waste is not intended to include de minimus amounts of household
hazardous wastes as defined by FAC 62-701100
Household Furniture means all movable compactable articles or apparatus such as chairs
tables sofas mattresses etc for equipping a house
Okaloosa County Transfer Contract_Final Page9 of52
Incorporated Municipalities means those duly Incorporated Municipalities in Okaloosa
County consisting of Cinco Bayou Crestview Destin Fort Walton Beach Laurel Hill Mary
Esther Niceville Shalimar and Valpariso
Independent Third Party means a qualified party mutually acceptable to both the COUNTY
and the CONTRACTOR
Infectious Waste means those wastes which may cause disease or may reasonably be
suspected of harboring pathogenic organisms Included are wastes resulting from the operation
of medical clinics hospitals and other facilities producing wastes which may consist of but are
not limited to diseased human and animal parts contaminated bandages pathological
specimens hypodermic needles contaminated clothing and surgical gloves
Merchant Waste means Acceptable Waste that was collected from locations outside the
COUNTY jurisdictional boundaries Merchant Waste does not include Co=ercial Waste
generated within unincorporated areas of the COUNTY or within Incorporated Municipalities
Recyclable Materials means those materials which are capable of being recycled and which
would otherwise be processed or disposed of as Solid Waste Recyclable Materials shall include
newspapers (including inse1ts ) conugated cardboard mixed paper (including brown paper bags
magazines phonebooks junk mail white and colored paper shredded paper in a bag and
paperboard) aluminum plastic containers and bottles marked with SPI codes 1-7 glass bottles
and jars tin and ferrous cans polycoated containers and other Solid Waste materials added upon
Agreement between the COUNTY and the CONTRACTOR when such materials have been
either dive1ted from the remaining Solid Waste stream or removed prior to their entry into the
remaining Solid Waste stream
Recycling Facility means the facility located adjacent to the Fort Walton Beach Transfer
Station at which Recyclable Materials are delivered for processing andor transport
Required Turn Back Condition means reasonable wear and tear co=ensurate with the time
of use and considering the CONTRACTORs responsibilities for maintenance repair and
replacement
Okaloosa County Transfer Contract_Final Page 10 of52
Solid Waste means garbage rubbish refuse trash clean debris or other similar discarded
material resulting from domestic industrial commercial mining agricultural or governmental
operations It excludes Yard Trash Bulk Waste Recyclable Materials and Special Waste
Special Waste means wastes that can require special handling and management but are not
considered Bulk Waste that are not accepted at a landfill or other disposal facility or that are
accepted at a landfill or other disposal facility at higher rates than are charged for refuse
including but not limited to wastes outlined in Exhibit A
Subcontractor shall mean a person firm or corporation other than employees of
CONTRACTOR who or which contracts with CONTRACTOR to furnish or actually furnishes
labor materials andor equipment for the Facility
Ton means a sh01i ton 2000 pounds (9078 metric tons)
Transfer Stations means the facilities currently located at 630 Martin Luther King Jr Blvd
(Fort Walton Transfer Station) and at the Baker Landfill (Baker Transfer Station) in Okaloosa
County capable of receiving Acceptable Waste for further transfer to a disposal facility for
ultimate disposition
Unacceptable Waste shall mean wastes that are not accepted for Class I disposal These
materials include Infectious Waste and Hazardous Wastes as defined above those wastes
excluded from the definition of Acceptable Wastes and materials exhibiting the following
characteristics
(a) Hazardous placards or markings
(b) Liquids
( c) Powders or dusts
(d) Drums or commercial size containers
( e) Chemical odors
Other unacceptable materials include
(a) Asbestos containing wastes
(b) Ash
Okaloosa County Transfer Contract_Final Page 11 of52
( c) Fluorescent light bulbs
( d) Mercury containing devices
(e) Whole tires
(f) Liquid Wastes
White Goods means discarded washers dryers refrigerators ranges microwave ovens water
heaters freezers small air conditioning units and other similar domestic large appliances
Yard Trash means vegetative matter resulting from landscaping maintenance including
accumulation of lawn grass shrubbery cuttings or clippings and dry leaf rakings palm fronds
small tree branches bushes or shrubs green leaf cuttings fruits or other matter usually created
as refuse in the care of lawns and yards Yard Trash does not include treated wood or any form
of matter or debris resulting from tree removal land clearing land development building
demolition home improvement or waste generated by tree surgeons
ARTICLE 2 CONTRACT PURPOSE AND TERM
21 PURPOSE
The pmpose of this Agreement is to establish the terms and conditions under which
CONTRACTOR shall manage operate and maintain the Transfer Stations
22 EFFECTIVE DATE AND COMMENCEMENT DATE
This Agreement shall become effective when executed by the paities or when the Board
adopts the Ordinance establishing the rates specified herein whichever later occurs The
Commencement Date of service shall be the first Day of the month following the
Effective Date of this Agreement
Okaloosa County Transfer Contract_Final Page 12 of52
23 TERM
The term of this Agreement shall commence on the Effective Date and end on March 31
2016 The term of this Agreement may be renewed for one (1) additional term of five (5)
years commencing at the end of the initial te1m by mutual agreement of the parties
ARTICLE 3 COUNTY RESPONSIBILITIES
31 DELIVERY OF ACCEPTABLE WASTE
The COUNTY or others authorized by the COUNTY shall deliver Acceptable Waste to
the Transfer Stations and Recyclable Materials to the Recycling Facility
32 MANNER OF DELIVERIES
The COUNTY shall grant to CONTRACTOR reasonable authority to deny admission to
the Transfer Stations of any vehicle carrying refuse which may leak spill or allow waste
to be blown or scattered about the Transfer Stations before unloading at the site
33 COOPERATION
COUNTY shall cooperate with CONTRACTOR in CONTRACTORs efforts to obtain
and renew all required permits licenses and approvals shall not appear as an objector in
any proceeding to consider the granting or renewal of such permits licenses or approvals
and shall promptly and reasonably consider any applications by CONTRACTOR
ARTICLE 4 CONTRACTOR RESPONSIBILITIES
41 OWNERSHIP AND TRANSFER OF OWNERSHIP
411 Throughout the full term of this Agreement the CONTRACTOR shall retain
ownership of the Transfer Stations and Recycling Facility At the conclusion of
the full term of the Agreement or in the event of CONTRACTOR default and
Okaloosa County Transfer Contract_Final Page 13 of52
termination by the COUNTY the Baker Transfer Station and all real property at
the Fort Walton Beach Transfer Station and Recycling Facility will be wholly
owned by the COUNTY and CONTRACTOR shall convey in Required Tum
Back Condition good and marketable title to the same to the COUNTY free and
clear of all liens or other encumbrances For the purposes of this Agreement real
property means the Fort Walton Beach Transfer Station and Recycling Facility
property as defined by the warranty deeds in Exhibit B and all physical buildings
and structures thereon including all equipment and fixtures with the exception of
rolling stock
412 In order to establish the Required Turn Back Condition of all real property at the
Transfer Stations and Recycling Facility and the need for repairs or replacements
if any the COUNTY and the CONTRACTOR shall conduct a joint inspection(s)
of the Facilities sites and buildings to include the utilities no later than thirty
(30) Days after the Effective Date of this Agreement The COUNTY and the
CONTRACTOR shall develop a list of any necessary repairs or replacements that
the CONTRACTOR is responsible for paying for andor performing such repairs
or replacements and establish a schedule for completing such work The
condition of the Facilities sites and buildings following completion of such
repairs and replacements shall be the Required Tum Back Condition allowing for
normal wear and tear commensurate with the time of use and considering the
CONTRACTORs responsibilities for maintenance repair and replacement
413 The CONTRACTOR shall maintain and convey at the conclusion of the full term
of this Agreement all real property at the Transfer Stations and Recycling Facility
to the COUNTY in Required Turn Back Condition The COUNTY shall notify
the CONTRACTOR of any deficiencies in the Required Tum Back Condition
and CONTRACTOR shall remedy such deficiencies
42 CAPITAL IMPROVEMENTS
The CONTRACTOR shall be solely responsible for the cost of all capital improvements
to the Transfer Stations and Recycling Facility
Okaloosa County Transfer Contract_Final Page 14 of 52
43 PERMITTING AND COMPLIANCE
The CONTRACTOR shall be responsible for obtaining and maintaining permits
approvals and licenses as are requrred for the operation of the Transfer Stations and
Recycling Facility CONTRACTOR shall operate the facilities in compliance with all
requirements of Federal State and local laws rules ordinances and regulations
applicable to the management of such facilities and as contained in the permits issued
relative to the facilities CONTRACTOR and the COUNTY agree to cooperate fully with
one another within reason in all efforts undertaken pursuant to this paragraph The
CONTRACTOR shall be responsible at its sole cost for the payment of all fines
penalties and citations that the CONTRACTOR may incur
44 ACCEPTANCE OF WASTE
In accordance with applicable operational protocol established by the CONTRACTOR
and with the approval of the COUNTY CONTRACTOR shall provide operate and
maintain facilities for the receipt of Acceptable Waste brought to the Transfer Stations
441 Acceptable Waste The CONTRACTOR shall process Acceptable Waste received
at the Transfer Stations in accordance with applicable Federal State and local
regulations and in a manner which would not be likely to pose a threat to public
health and safety
442 Special Waste CONTRACTOR shall implement a program to identify and
manage Special Waste Any testing or additional charges for the receipt handling
and disposal of Special Waste shall be as agreed between the CONTRACTOR
and the generator or transpmier of the Special Waste
443 Unacceptable Waste The CONTRACTOR shall exercise its best efforts to avoid
the acceptance of Unacceptable Waste at the Transfer Stations The
CONTRACTOR shall process Unacceptable Waste received at the Transfer
Stations in accordance with applicable Federal State and local laws rules
ordinances and regulations and in a manner which would not be likely to pose a
threat to public health and safety The CONTRACTOR shall indemnify the
Okaloosa County Transfer Contract_Final Page 15 of 52
COUNTY for any liability claim or damages imposed as a consequence of
CONTRACTORs failure to process such material in accordance with applicable
Federal State or local regulations Any testing required or additional charges
imposed for the receipt handling and disposal of Special Waste shall be as agreed
between the CONTRACTOR and the generator or transporter of the Unacceptable
Waste
45 OPERATING REQUIREMENTS
451 The CONTRACTOR will provide at CONTRACTORs expense all the utilities
used in operating the Transfer Stations and Recycling Facility At the Baker
Transfer Station the CONTRACTOR shall pre-treat leachate to a pH between 60
and 85 The COUNTY shall transport the treated leachate for further treatment
and disposal
452 The CONTRACTOR shall be responsible for the maintenance and repair of all
real property at the Transfer Stations and Recycling Facility in accordance with
industry and operational standards It shall also be the CONTRACTORs
responsibility to replace all or part of the property fixtures machinery
improvements and equipment as required to maintain the operation and
performance of the Transfer Stations and Recycling Facility including facility
expansion necessary to accommodate increased throughput The CONTRACTOR
shall maintain and or replace as appropriate all rolling stock utilized by the
CONTRACTOR in performance of this Agreement
453 The CONTRACTOR shall specifically establish a procedure for monitoring the
wear on the waste receiving floors and shall establish a repair procedure before
the wear has progressed to the point that further wear could jeopardize the
renewal of the floor surface or involve replacement of the steel reinforcement in
the floor The floor shall be resurfaced by the CONTRACTOR at least once
during the te1m ofthis Agreement
Okaloosa County Transfer Contract_Final Page 16 of 52
454 The CONTRACTOR shall remove Solid Waste from the transfer station tipping
floors in accordance with its operating permits
455 The CONTRACTOR shall operate the facilities to allow for a turnaround time of
not greater than twenty (20) minutes for vehicles delivering waste or Recyclable
Materials
456 The Transfer Stations and Recycling Facility will be maintained in a neat clean
and attractive manner consistent with its function and present a positive public
appearance
457 The CONTRACTOR shall control litter at the Transfer Stations and Recycling
Facility sites Adequate litter control is defined as minimizing litter leaving the
site and the collection of off-site and on-site litter at the end of eve1y business
day
458 The CONTRACTOR shall separate tires White Goods and Electronics delivered
to the Transfer Stations from other waste and place them in separate containers as
provided by the COUNTY
46 HOURS AND DAYS OF OPERATION
The Transfer Stations and Recycling Facility will be open to the public from 600 am
until 500 pm Monday through Friday and 600 am until 1200 noon Saturday The
COUNTY reserves the right to alter the operating hours of the facilities The
FRANCillSEE and COUNTY agree to negotiate a reasonable rate adjustment if such
change in operating hours affects operating costs
47 HOLIDAYS
The CONTRACTOR will close the Transfer Stations and Recycling Facility on the
following holidays New Years Day Thanksgiving and Clumiddotistmas
Okaloosa County Transfer Contract_Final Page 17 of 52
48 COUNTY ACCESS
The CONTRACTOR shall afford reasonable access at any reasonable time to the
Transfer Stations and Recycling Facility by the COUNTY its authorized agents or public
authorities having regulatory jurisdiction over the facilities Such visits shall be
conducted in a manner so as to cause minimum interference with the performance of
CONTRACTOR s responsibilities hereunder All persons conducting such visits shall
provide appropriate identification and shall comply with CONTRACTORs established
safety rules and regulations
49 TRANSPORTATION OF ACCEPTABLE WASTE
The CONTRACTOR shall be responsible for all transportation of Acceptable Waste
except White Goods and tires once it has been accepted for disposal at the Transfer
Stations The CONTRACTOR shall transport Electronics to the COUNTY facility
designated by Authorized Representative The CONTRACTOR may transpmt
Constmction and Demolition Debris to a permitted facility of its choosing The
CONTRACTOR shall transpmt all other Acceptable Waste to the Spring Hill Regional
Landfill and shall have the duty to ensure that the transportation will be performed in
accordance with applicable regulations and will be prompt safe and efficient Upon
approval by the Authorized Representative the CONTRACTOR may transpmt
Acceptable Waste to a different permitted facility If such facility is closer to Okaloosa
County than the Spring Hill Regional Landfill the CONTRACTOR and COUNTY shall
negotiate a co=ensurate rate adjustment
410 PROCESSING OF RECYCLABLE MATERIALS
The CONTRACTOR shall be responsible for all transportation and processmg of
Recyclable Materials accepted at the Recycling Facility
411 RECORDKEEPING AND REPORTING
4111 The CONTRACTOR records required herein shall be maintained in electronic
database format utilizing Microsoft software or in a format approved by the
Okaloosa County Transfer Contract_Final Page 18 of 52
Authorized Representative The databases shall be readily available for inspection
by the COUNTY at any time during normal operating hours and information in
the records shall be shared with the COUNTY upon request
4112 The CONTRACTOR shall weigh and record all inbound and outbound vehicles
carrying materials including transfer trucks at the Fort Walton Beach Transfer
Station and Recycling Facility Each vehicle delivering waste or Recyclable
Materials shall be properly identified and authorized in a manner satisfactory to
the COUNTY and CONTRACTOR Weights of all waste and Recyclable
Materials shall be recorded in the COUNTYs WasteWorks system
4113 The weight of Acceptable Waste and Recyclable Materials shall be determined
using the weigh scales at the facility The CONTRACTOR shall at regular
intervals test the accuracy of the weigh scales such testing shall occur at least
once every ninety (90) Days The test records for the term of this Agreement shall
be kept on file in the scale house at the facility
4114 The CONTRACTOR shall maintain the original weight records that identify the
vehicles the time of weighing( s) and the tare weights of the vehicles for a period
of five (5) years after which CONTRACTOR may dispose of such records The
CONTRACTORs records so developed will be used as a basis for calculating
quantities of waste and Recyclable Materials and shall be subject to review
including spot checking by the COUNTY at its discretion on site or made
available to the COUNTY at such times as it may reasonably request Required
records in this category include but are not limited to itemized statements of the
amount of Acceptable Waste delivered to the Transfer Stations as further defmed
in Article 4
4115 The COUNTY shall be entitled to have its designated representatives at the
Transfer Stations and Recycling Facility at all times and CONTRACTOR shall
designate a suitable site for an office if required by COUNTY The COUNTY
shall further have the right to station its employees at all weigh scales to verify the
Okaloosa County Transfer Contract_Final Page 19 of52
correctness of the weight records and the CONTRACTOR shall provide
reasonable space for said employees
4116 The CONTRACTOR shall provide the Authorized Representative with its internal
tonnage report which shall include all waste delivered to the Transfer Stations
and all Recyclable Materials delivered to the Recycling Facility Tonnage shall
be broken down by material type and source of generationdelivery with all waste
and Recyclable Materials collected within the COUNTYs Franchise Area clearly
noted For Recyclable Materials collected within the COUNTYs Franchise Area
the CONTRACTOR shall provide an estimate of the breakdown of such material
by commodity Such report shall be submitted in electronic format within seven
(7) Days after the end of each month
412 TRANSITION
4121 The CONTRACTOR shall cooperate with the COUNTY or its designated
contractor during any transition period at the end of this Agreement Such
cooperation includes but is not limited to allowing site visits of the facilities by
the COUNTY or its contractor with advance notice and ensuring all facilities are
in Required Tum Back Condition pursuant to Paragraph 41
4122 The CONTRACTOR shall transfer all active facility permits for the Transfer
Stations and Recycling Facility to the COUNTY or its designated contractor as
requested by the COUNTY in a timely manner so as to avoid any disruption of
service
ARTICLES CONTRACTORS COMPENSATION
51 BASE RATE
The combined total rate for Acceptable Waste handling transportation and disposal paid
to the CONTRACTOR by the COUNTY shall be $3677 per Ton ofrep011ed and verified
waste receipts with the exception of Recyclable Materials Special Waste or
Okaloosa County Transfer Contract_Final Page20 of52
Construction and Demolition Debris managed at the facilities This rate shall take effect
on the Commencement Date of this Agreement and shall continue without adjustment
through September 30 2011
52 RATE ADJUSTMENTS
On October I 2011 and October 1 of each subsequent Contract Year of this Agreement
the CONTRACTORs base rate as provided in Paragraph 51 shall be adjusted
accmding to the following methodology as further explained in Exhibit C seventy
percent (70) of the rate shall be adjusted based on seventy-five percent (75) of the
percentage change in the CPI for the twelve (12) months ending on the preceding June
30ili and thirty percent (30) of the rate shall be adjusted based on the percent change in
the US Department of Energy Fuel Index for the previous twelve (12) months ending on
the preceding June 30ili The total rate adjustment each year may not exceed two percent
(2) of the previous years rates
53 BILLING AND PAYMENT OF CONTRACTORS FEES
531 CONTRACTOR shall keep records of all Acceptable Waste received at the
Transfer Stations as described herein
532 CONTRACTOR shall invoice the COUNTY monthly for the handling
transportation and disposal fees as set forth herein for Acceptable Waste
received at the Transfer Stations This invoice must include detailed information
regarding waste receipts including Solid Waste Bulk Waste Special Waste
Recyclable Material Unacceptable Waste and Merchant Waste in a format
approved by the Authorized Representative Only waste receipts reported using
this format and verified by the COUNTY will be paid COUNTY shall pay such
invoices within thirty (30) Days from the date of invoice or request additional
info1mation if adequate information is not provided
Okaloosa County Transfer Contract_Final Page 21 of52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS
COUNTY shall be responsible for the setting and collection of charges associated with all waste
receipts except as provided herein
61 ACCEPTABLE WASTE
The rates charged for Acceptable Waste will be as established by COUNTY Ordinance
No 00-08 and any amendments thereto If a waste load is too small to be accurately
weighed by the Transfer Stations weigh scales a flat rate shall be charged to the
customer per vehicle as established by COUNTY Ordinance No 00-08 and any
amendments thereto
62 SPECIAL WASTE
CONTRACTOR shall be responsible for setting rates associated with Special Waste
63 CONSTRUCTION AND DEMOLITION DEBRIS
CONTRACTOR shall use its best efforts to deliver a mmnnum of 1000 Tons of
Construction and Demolition Debris (CampD) per month to the Transfer Stations
collectively The COUNTY shall charge the CONTRACTOR a Ten Dollar ($1000) per
Ton host fee for all CampD material delivered to the Transfer Stations This CampD material
shall not be subject to any additional charges or Costs including tipping fees by the
COUNTY to the CONTRACTOR
64 RECYCLABLE MATERIALS
Recyclable Materials delivered by or on behalf of the COUNTY Incorporated
Municipalities or by private citizens directly or collected by the CONTRACTOR from
Commercial Business Establishments in the COUNTY will be accepted at no charge
The CONTRACTOR may negotiate Recyclable Materials processing fees with other
entities delivering such materials to the Recycling Facility
Okaloosa County Transfer Contract_ Final Page22 of52
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS
71 COUNTY RECYCLABLE MATERIALS
The CONTRACTOR shall pay the COUNTY revenue for each Ton of Recyclable
Materials delivered by or on behalf of the COUNTY to the Recycling Facility as follows
711 Each month the CONTRACTOR shall calculate the Average Market Value
(AMV) of Recyclable Materials defined as the sum of commodity prices (US
Dollar per Ton) posted on the first week of the month for the Southeast USA in
SecondaryMaterialsPricingcom and SecondaryFiberPricingcom multiplied by
the composition of the Recyclable Materials as defmed in Table 1 Exhibit D
provides an example ofthis calculation
Table 1
Composition ofRecyclable Materials and Market Indexes for Determining AMV
lVIaterial Index Description Percentale Newspaper (ONP) PSI 8 Baled FOB sellers dock 5260 Corrugated Cardboard (OCC) PSI 11 Baled FOB sellers dock 1130 Mixed Paper PSI 1 Baled FOB sellers dock 460 Aseptic Containers NIA 000 Aluminum Cans Aluminum Cans Sorted and Baled Delivered 170 Steel Cans Steel Cans Sorted and Baled Delivered 230 PET PET Baled Picked Up 460 HDPE (Natural) Natural HDPE Baled Picked Uo 090 HDPE (Colored) Colored HDPE Baled Picked Up 180 Clear Glass Flint Delivered 830 Green Glass Green Delivered 450 Brown Glass Amber Delivered 490 Contamination NIA 250
712 Each month the CONTRACTOR shall pay revenue to the COUNTY based on
the AMV equal to the total Tons of Recyclable Materials delivered by or on
behalf of the COUNTY multiplied by the revenue payment in Table 2 The
revenue payment in Column A will be in effect through March 31 2013 and that
in Column B will be in effect after that date If a Mate1ials Recovery Facility
Okaloosa County Transfer Contract_Final Page23 of52
(MRF) is developed by the CONTRACTOR within a 200 mile radius of the
COUNTY prior to March 31 2013 the revenue payment in Column B will go
into effect when such MRF becomes operational
Table 2
Per Ton Revenue Payment to COUNTY Based on AMV
Avera2e Market Value COLUMN A COLUMNB
Low Hi2h
Revenue Payment to COUNTY ($Ton)
until March 31 2013
Revenue Payment to COUNTY($Ton)
after March 31 2013 lt$8001 $9000 $2000 $2000
$9001 $10000 $2000 $2500
$10001 $11000 $2000 $3000 $11001 $12000 $2000 $3500
$12001 $13000 $2500 $4000
$13001 $14000 $3000 $4500 $14001 $15000 $3500 $5000 $15001 $16000 $4000 $5500 $16001 $17000 $4500 $6000
$17001 $18000 $5000 $6500 $18001 $19000 $5500 $7000 $19001 $20000 $6000 $7500
$20001 $21000 $6500 $8000 $21001 $22000 $7000 $8500
$22001 gt$23000 $7500 $9000
713 No later than the fifteenth (15th) Day of each month the CONTRACTOR shall
submit a Monthly Payment Report in a format approved by the Authorized
Representative for the previous calendar month detailing the calculation of each
revenue payment and the total revenue payment due to the COUNTY Said
revenue payment shall be remitted to the COUNTY within thirty (30) Days from
the end of the month for which the payment is being made
714 The CONTRACTOR may request a study to measure the composition of
Recyclable Materials utilized to calculate the AMV pursuant to Paragraph 7 1
Okaloosa County Transfer Contract_Final Page 24 of52
Table I of this Agreement such request being subject to approval by the
COUNTY If approved by the COUNTY the CONTRACTOR and COUNTY
shall jointly develop a methodology and cost estimate to conduct the composition
study The final methodology and selection of the Independent Third Party to
conduct the study must be approved by the Authorized Representative The
parties shall share equally in paying for the cost of the study Study results are
subject to final approval by the Authorized Representative Once approved
adjustments to the composition of Recyclable Materials shall become effective for
the following month and remainder of the term of the Agreement or until further
adjusted in accordance with this article
72 OTHER RECYCLABLE MATERIALS
The CONTRACTOR will remit $20 per Ton of Recyclable Material received at the
Recycling Facility that is not subject to Paragraph 71 with the exception of Recyclable
Materials not generated in Okaloosa County
ARTICLE 8 PERFORMANCE BOND
The CONTRACTOR shall furnish to the COUNTY a performance bond issued by a surety
licensed to do business in the State of Florida for the faithful performance of the Agreement and
all obligations arising hereunder The performance bond shall be made payable in favor of
Okaloosa County Florida or in lieu thereof pay to the COUNTY the sum of $200000000 A
complete bond shall be issued at least thirty (30) Days prior to the Commencement Date of this
Agreement
ARTICLE 9 LIQUIDATED DAMAGES
If the CONTRACTOR does not substantially fulfill its obligations under this Agreement the
COUNTY shall provide written notice to the CONTRACTOR of specific areas of deficiency
Examples of such deficiencies include but are not limited to the following
Okaloosa County Transfer Contract_Final Page 25 of 52
(a) Violation of environmental laws
(b) Inadequate litter control at the Transfer Stations andor the Recycling Facility Adequate
litter control is defined as minimizing litter leaving the site and the collection of off-site
and on-site litter at the end of every business day
(c) Failure to remove Solid Waste from the transfer station tipping floor in accordance with
FRANCHISEEs operating permits
(d) Other conditions created by the CONTRACTOR that could impact public health and
safety and
(e) Poor maintenance of the Transfer Stations and Recycling Facility and equipment
resulting in a poor public image of the facilities
The CONTRACTOR shall initiate reasonable steps to correct these deficiencies within seventyshy
two (72) hours of written notice If the CONTRACTOR does not initiate reasonable steps within
seventy-two (72) hours the COUNTY may at its discretion impose liquidated damages of $500
per Day until deficiencies are satisfactorily con-ected as determined by the COUNTY If the
CONTRACTOR has not con-ected these deficiencies within thirty (30) Days of receipt of written
notice the CONTRACTOR will be considered in default of the Agreement and the COUNTY
may terminate this Agreement and recover damages in the full amount of the performance bond
The COUNTY may assess liquidated damages pursuant to this Aliicle on a monthly basis and
shall at the end of each month notify the CONTRACTOR in writing of the liquidated damages
assessed and the basis for each assessment In the event the CONTRACTOR wishes to contest
such assessment(s) the CONTRACTOR shall within five (5) Days after receiving such notice
request in writing an opportunity to be heaimiddotd by the Board and present its defense to such
assessment(s)
The COUNTYs Authorized Representative shall notify the CONTRACTOR in writing of any
action taken with respect to CONTRACTORs claims and the decision of the Board will be final
Okaloosa County Transfer Contract_Final Page 26 of 52
ARTICLE 10 DEFAULT AND TERMINATION
The COUNTY may terminate this Agreement except as otherwise provided below in this
paragraph by giving CONTRACTOR fifteen (15) Days advance written notice upon the
happening of any one of the following events
(a) The CONTRACTOR fails to remedy deficiencies as noted in Article 9 within
thirty (30) Days of receipt ofwritten notice by the COUNTY
(b) The CONTRACTOR takes the benefit of any present or future insolvency statute
or shall make a general assigmnent for the benefit of creditors or file a voluntary
petition in bankruptcy or a petition or answer seeking readjustment of its
indebtedness under the Federal United States or any state thereof or consent to
the appointment or a receiver trustee or liquidator of all or substantially all of its
property or
(c) By order or decree of a court the CONTRACTOR shall be adjudged bankrupt or
an order shall be made approving a petition filed by any of its creditors or by any
of the Stockholders of the CONTRACTOR seeking its reorganization or the
readjustment of its indebtedness under federal bankrnptcy laws or under any law
of statute of the United States or of any state thereof provided that if any such
judgment is stayed or vacated within sixty ( 60) Days after the entry thereof any
notice of cancellation shall be and become null void and of no effect or
(d) By or pursuant to or under authority of any legislative act resolution or rule or
any order or decree of any cornt or government board agency or office having
jurisdiction a receiver trustee or liquidator shall take possession or control of all
or substantially all of the property of the CONTRACTOR and such possession of
control shall continue in effect for a period of sixty ( 60) Days or
(e) The CONTRACTOR shall voluntarily abandon desert or discontinue its
operation hereunder granted
Okaloosa County Transfer Contract_Final Page 27 of52
Then such shall be considered a material breach of this Agreement and the Authorized
Representative shall notify the CONTRACTOR in writing of the breach If within a period of
fifteen (15) Days the CONTRACTOR has not eliminated the conditions considered to be a
breach of contract or having so co=enced shall fail thereafter to continue with diligence the
cming thereof the Authorized Representative shall notify the Board
After these fifteen (15) Days the COUNTY can cause the CONTRACTOR to be obligated to pay
the COUNTY the amount specified in the bond and has the authority to terminate this
Agreement
ARTICLE 11 INSURANCE
111 CONTRACTORS INSURANCE
1111 The CONTRACTOR shall not co=ence any work in connection with this
Agreement until he has obtained all required insurance and such insurance has
been approved by the Okaloosa County Risk Management Director
1112 All insurance policies shall be with insurers licensed to do business in the State of
Florida and any insuring company is required to have a rnininimn rating of A
Class X in the Best Key Rating Guide published A M Best amp Co Inc
1113 All insurance shall include the interest of all entities names in and its respective
agents consultants servants and employees of each and all other interests as may
be reasonably required by Okaloosa County as Additional Insured The coverage
afforded the Additional Insured under this policy shall be primary insurance If
the Additional Insured have other insurance that is applicable to the loss such
other insurance shall be on an excess or contingent basis The amount of the
companys liability under this policy shall not be reduced by the existence of such
other insurance
Okaloosa County Transfer Contract_Final Page 28 of 52
1114 The County of Okaloosa shall be listed as Additional Insured by policy
endorsement on all insurance contracts applicable to this Agreement except
Workers Compensation and Professional Liability
1115 The County of Okaloosa shall be furnished proof of coverage by certificates of
insurance (COI) and endorsements for every applicable insurance contract
required by this Agreement The COI s and policy endorsements must be
delivered to the Autho1ized Representative not less than ten (10) Days prior to the
commencement of any and all contractual agreements between the County of
Okaloosa and the CONTRACTOR
1116 The COUNTY shall retain the right to reject all insurance contracts that do not
meet the requirement of this Agreement Further the COUNTY reserves the right
to change these insurance requirements with 60-Day notice to the
CONTRACTOR
1117 The insurance definition of Insured or Additional Insured shall include
Subcontractors Sub-subcontractors and any associated or subsidiary companies
of the CONTRACTOR which are involved and which is a part of the contract
1118 The COUNTY reserves the right at any time to require the CONTRACTOR to
provide certified copies of any insurance policies to document the insurance
coverage specified in this Agreement
1119 The designation of CONTRACTOR shall include any associated or subsidiary
company which is involved and is a part of the contract and such if any
associated or subsidiary company involved in the project must be named in the
Workers Compensation coverage
111IOAll policies shall be written so that the COUNTY will be notified of cancellation
or restrictive amendments at least thirty (30) Days prior to the effective date of
such cancellation or amendment Such notice shall be given directly to the
Authorized Representative
Okaloosa County Transfer Contract_Final Page 29 of 52
112 WORKERS COMPENSATION INSURANCE
1121 The CONTRACTOR shall secure and maintain during the life of this agreement
Workers Compensation insurance for all of his employees employed for the
project or any site connected with the work including supervision administration
or management of this project and in case any work is sublet with the approval
of the County of Okaloosa the CONTRACTOR shall require the Subcontractor
similarly to provide Workers Compensation insurance for all employees
employed at the site of the project and such evidence of insurance shall be
furnished the County of Okaloosa not less than ten (10) Days prior to the
conunencement of any and all subcontractual agreements which have been
approved by the County of Okaloosa
1122 Such insurance shall comply with the Florida Workers Compensation Law
1123 No class of employee including the CONTRACTOR himself shall be excluded
from the Workers Compensation insurance coverage The Workers
Compensation insurance shall also include Employers Liability coverage
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE
1131 The CONTRACTOR shall maintain Business Automobile Liability insurance
coverage throughout the life of this Agreement The insurance shall include
Owned Non-owned amp Hired Motor Vehicle coverage
1132 The CONTRACTOR shall carry other Conunercial General Liability insurance
against all other Bodily Injury Property Damage and Personal and Advertising
Injury exposures The coverage shall include both On- and Off-Premises
Operations Contractual Liability Board Form Property Damage and
Professional Liability
1133 All liability insurance ( other than Professional Liability) shall be written on an
occurrence basis and shall not be written on a claim-made basis If the insurance
Okaloosa County Transfer Contract~Final Page 30 of 52
is issued with an aggregate limit of liability the aggregate limit of liability shall
apply only to the locations included in this Agreement If as the result of any
claims or other reasons the available limits of insurance reduce to less than those
stated in the Limits of Liability the CONTRACTOR shall notify the Authorized
Representative in writing The CONTRACTOR shall purchase additional liability
insurance to maintain the requirements established in this Agreement Umbrella
or Excess Liability insurance can be purchased to meet the Limits of Liability
specified in this Agreement
1134 Commercial General Liability coverage shall be endorsed to include the
following
Premises - Operation Liability
Occurrence Bodily Injmy and Property Damage Liability
Independent CONTRACTORs Liability
Completed Operations and Products Liability
1135 CONTRACTOR shall agree to keep in continuous force Commercial General
Liability coverage including Completed Operations and Products Liability for two
(2) years beyond acceptance ofproject
114 LIMITS OF LIABILITY
The insurance required shall be written for not less than the following or greater if
required by law and shall include Employers liability with limits as prescribed in this
contract
LIMIT
A Workers Compensation
(1) State Statut01y
(2) Employers Liability $1000000 each accident
B Business Automobile amp Commercial $1000000 each occurrence
General Liability Insurance (A combined single limit)
C Personal and Adve1tising Injury $250000
D Pollution Liability $10000000 each occurrence
Okaloosa County Transfer Contract_Final Page 31 of 52
115 NOTICE OF CLAIMS AND LITIGATION
The CONTRACTOR agrees to report any incident or claim that results from performance
of this Agreement The COUNTY representative shall receive written notice in the form
of a detailed written repmi describing the incident or claim within ten ( 10) Days of the
CONTRACTORs knowledge In the event such incident or claim involves injury andor
property damage to a third party verbal notification shall be given the same Day the
CONTRACTOR becomes aware of the incident or claim followed by a written detailed
report within ten (10) Days of verbal notification
116 INDEMNIFICATION AND HOLD HARMLESS
To the fullest extent permitted by law CONTRACTOR shall indemnify and hold
harmless COUNTY its officers and employees from liabilities damages losses and
Costs including but not limited to reasonable attorney fees to the extent caused by the
negligence recklessness or intentional wrongful conduct of the CONTRACTOR and
other persons employed or utilized by the CONTRACTOR in the performance of this
contract
117 CERTIFICATES OF INSURANCE
1171 Certificates of insurance in duplicate indicating the job site and evidencing all
required coverage must be submitted to and approved by Okaloosa County prior
to the commencement of any of the work The certificate holder(s) shall be as
follows
Okaloosa County
602-C No1ih Pearl Street
Crestview Florida 32536
1172 All policies shall expressly require thirty (30) Days written notice to Okaloosa
County at the address set out above or the cancellations of material alterations of
such policies and the Certificates of Insurance shall so provide
Okaloosa County Transfer Contract_Final Page32 of52
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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LFGAL DFSCRIPrION PARCEL B BEGINNING at the concrete monument marking (1980 JilFB) the NW corner of the NE of Section 8 Township 2 South Range 24 West Okaloosa OJunty Florida run S88deg20 14811 E along the north boijndary thereof 62500 feet to a concrete monunent numbered 3501 tBence S03 001 l81W 46000 feet to a concrete monument numbered 3501 thence N88 2048W 62500 feet to a concrete monument num~red 3501 on the west boundary of the aforesaid NE~ of Section 8 thence N03 0018E along said west boindary 46000 feet to the POINT OF BEGINNING Containing 660 acres more or less middot
Togtlhff WlH apparialnlRQ
To llaue and to Bold 1 r ff Bod th gPIWOr h-b oo-- wllfa ald a~ 1Jm U t lcwuil bullefud ol Mid land tn bull
bnp1 IIal II lo good ~hi J lwul owlori1 lo ll J con- 4JJ IonI Ml U _ vll _ n111u 11a ml fo rdd kI iiil w-lU df=rd tL ==-~~ ~e ~ Luof2J c~ of all~ wAaRUatNr
and duat old land t Ne ol cU encwnLroncu FLORIDA DOCUMENTARY STAMP TAX REQUIRED BY LAW IN THE AMOUNT OF IJVe(Sdeg1AS BEEN P bull NEWMAN C BR CKIN CLERK OKAL COU TY B DC
~0~~ ohn wbull MingerL ExecbullVice Pres-middotmiddotmiddot
IPACl ULOW 01 IKO-flgtIH VU
I HERampBY CERTIFY thn on thibull dar bdou me an officer dulr authoriud in 1hc Stilt aforuald and in the County alorruid to ukc ucknowlrd~mn11 pcnonbullllr appnrtd
John w Minger Exec Vice Pres Northgate Developnent Ompany Inc
RCD1 OCT 23 1989 NEWMAN C BRACKIN
FILElt 1058478 OKALOOSA COUNTYFL0R1DA
r Waste Management Inc of Florida
w~o11 poatollH addra U 500 Cypress Creek Road West Suite 300 Fort Lauderdale Florida 33309
I
t
I
l I [ L_) middot
r r
I 251 PM f-
CLERK i
-
EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
Bond No 8206-49-24
No right of action shall accrue on this bond to or for the use of any person or corporation other than the Obligee named herein or the hirs elreGUtDri administrators or successors of the Obligee
~-gtmiddotlaquomiddotmiddotmiddotmiddot~ bull NVate ~ag-~mnt l)c of Florica
tBy~~ 15--(ut bull L
middot~1 MilibulliaDl~igaAttorney-in-factbull
middotrf ~ t 111111111bull
_ _cmiddot- iP) FEDERAL INSURANCE COMPANY
)-----~~-middotmiddotmiddotmiddotbull
_middotmiddot E bullD_fgtB) X- _ bull ~ bullbullbull pf
f arc WBoots Jtorney In Fact
~~1f( ~ ~1 )t middot~~) middot~
____ ~middot~ middotmiddotmiddot~-~ middot middotmiddotih 1~0J bull
bullbullbull f -- lJ 1 L_bull
Form 15-02-0300 (Rev 11-99 Contracts with Renewal Options Page 2 of 2
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS that each of the entities listed on Exhibit A attached hereto (individually the Corporation) has constituted and appointed and does hereby constitute and appoint Marc W Boots Richard Covington Mark W Edwards II Robert R Freel Mary Ann Garcia Vickie Lacy PT Osburn Alisa B Pounders Stephen R Smith and Maria D Zuniga of McGriff Seibels amp Williams of Texas Inc each its true and lawful Attorney-in-fact to execute under such designation in its name and to affix its corporate seal to deliver for and on its behalf as surety thereon or otherwise bonds of any ofthe following classes to wit
I Snrety bonds to the United States of America or any agency thereof including lease and miscellaneous surety bonds required or permitted under the laws ordinances or regulations of any State City Town Village Board or any other body or organization public or private
2 Bonds on behalf of contractors in connection with bids proposals or contracts
The foregoing powers granted by the Corporation shall be subject to and conditional upon the written direction of any officer ( or any designee of any such officer) to execute and deliver any such bonds
The signatures and attestations of such Attorneys-in-fact and the seal of the Corporation may be affixed to any such bond policy or to any certificate relating thereto by facsimile and any such bond policy or certificate bearing such facsimile signatures or facsimile seal shall be valid and binding upon the Corporation when so affixed
IN WITNESS WHEREOF the Corporation has caused these presents to be signed by its Vice President Finance and Treasurer and its corporate seal to be hereto affixed this c73rcl day of
fltRkVkr 2010
Witness Waste Management Inc
Director Financial Ass Cherie C Rice Vice President Finance and Treasurer
Revised 121609
Affiliate Entity Report
Name
0842463 BC Ltd
1-800-Pack-Rat LLC
1329409 Ontario Inc
2M Investments LLC
3368084 Canada Inc
635952 Ontario Inc
Acaverde SA de CV
Acaverde Servicios SA de C V
Advanced Environmental Technical Services LLC
Akron Regional landfill Inc
Alabama Waste Disposal Solutions LLC
Alliance Sanitary Landfill Inc
Alpharetta Transfer Station LLC
American Landfill lnc
American RRT Fiber Supply LP
Anderson Landfill Inc
Antelope Valley Recycling and Disposal Facility Inc
Arden Landfill Inc
Atlantic Waste Disposal Inc
Automated Salvage Transport Co LLC
Auxiwaste Services SA
Avalon South LLC
Avalon Southwest Inc
Azusa Land Reclamation Inc
BampB Landfill Inc
Barre Landfill Gas Associates LP
Beecher Development Company
Bestan Inc
Big Belly Solar Inc
Big Dipper Enterprises Inc
Bluegrass Containment LLC
Burnsville Sanitary Landfill Inc
CampC Disposal LLC
CID Landfill Inc
CA Newco LLC
Cal Sierra Disposal
California Asbestos Monofill Inc
Canadian Waste Services Holdings Inc
Capital Sanitation Company
Capitol Disposal Inc
Carolina Grading Inc
Cedar Ridge Landfill Inc
Central Disposal Systems Inc
Chadwick Road Landfill Inc
Chambers Clearview Environmental Landfill Inc
Chambers Development Company Inc
Chambers Development of Ohio Inc
Chambers of Georgia Inc
Chambers of Mississippi lnc
Chemical Waste Management of Indiana LLC
Chemical Waste Management of the Northwest Inc
Chemical Waste Management Inc
8312010 83532 AM
Active Legal Entities
Federal ID No
20-2107163
NA-0000001
87-0681820
NA-0000003
NA-0000005
NA-0000010
NA-0000011
36-4016575
31-1595650
76-0641853
23-2383025
20-1457486
34-1355783
23-2790769
76-0590137
95-3344381
25-1249512
36-3852536
04-3735644
NA-0000013
26-3549579
26-2817237
95-2908438
20-1469925
06-1438474
36-3381285
NA-0000017
33-1056366
45-0325454
76-0641298
41-1882463
20-1289317
16-1091396
35-2228276
94-2349727
68-0232434
NA-0000020
88-0121888
76-0638591
57-0923608
62-1727570
42-0995450
58-1798581
25-1652556
25-1214958
51-0396835
58-2397639
25-1628285
36-4067587
91-1089393
36-2989152
State of Entity Type Incorporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Limited Partnership
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Limited Partnership
Joint Venture
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Limited liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited liability Company
Corporation
Corporation
British Columl
Delaware
Ontario
Utah
Canada
Ontario
Mexico
Mexico
Delaware
Delaware
Alabama
Pennsylvania
Georgia
Ohio
Pennsylvania
Delaware
California
Pennsylvania
Delaware
Delaware
France
Delaware
Delaware
California
Delaware
Delaware
Illinois
Quebec
Delaware
North Dakota
Delaware
Minnesota
Georgia
New York
Delaware
California
California
Ontario
Nevada
Alaska
South Carolin
Delaware
Iowa
Georgia
Mississippi
Delaware
Ohio
Delaware
Mississippi
Delaware
Washington
Delaware
Page I
Affiliate Entity Report Active Legal Entities State of
Name Federal ID No Entity Type Incorporation
Chesser Island Road Landfill Inc 58-2364490 Corporation Georgia
City Disposal Systems Inc 38-3407001 Corporation Delaware
City Environmental Services Inc of Waters 38-3020069 Corporation Michigan
City Environmental Inc 38-3407576 Corporation Delaware
Cleburne Landfill Company Corp 59-3069374 Corporation Alabama
Coast Waste Management Inc 95-2557952 Corporation California
Connecticut Valley Sanitary Waste Disposal Jnc 04-2796580 Corporation Massachusett
Conservation Services Inc 84-0915035 Corporation Colorado
Continental Waste Industries Arizona Inc 22-3146904 Corporation New Jersey
Corporate Housing Initiatives II Limited Partnership 52-1854657 Limited Partnership Delaware
Coshocton Landfill Inc 31-1214800 Corporation Ohio
Cougar Landfill Inc 76-0211843 Corporation Texas
Countryside Landfill Inc 36-2838336 Corporation Illinois
CR Grdup LLC 87-0629120 Limited Liability Company Utah
Cuyahoga Landfill Inc 76-0680495 Corporation Delaware
CWM Chemical Services LLC 36-4203347 Limited Liability Company Delaware
Dafter Sanitary Landfill Inc 38-2754804 Corporation Michigan
Dauphin Meadows Inc 23-2390183 Corporation Pennsylvania
Deep Valley Landfill Inc 23-2886200 Corporation Delaware
Deer Track Park Landfill Inc 39-1802678 Corporation Delaware
Del Alma Landfill LLC 74-3055347 Limited Liability Company Delaware
Delaware Recyclable Products Inc 51-0334417 Corporation Delaware
Dickinson Landfill Inc 76-0325384 Corporation Delaware
Disposal Service Incorporated 55-0618479 Corporation West Virginia
DLA Investments Inc 20-4595489 Corporation Florida
Dominium Opportunity Fund A California Limited Partnership 95-4507794 Limited Partnership California
Downtown Diversion Inc 80-0069661 Corporation California
EC Waste Inc 66-0523535 Corporation Puerto Rico
Earthmovers LandfiH LLC 61-1342591 Limited Liability Company Delaware
East Liverpool Landfill Inc 34-1637446 Corporation Ohio
Eastern One Land Corporation 76-0695122 Corporation Delaware
Eco-Vista LLC 72-1541909 Limited Liability Company Arkansas
eCycling Services LLC 38-3684879 Limited Liability Company Delaware
El Coqui Landfill Company Inc 66-0555785 Corporation Puerto Rico
El Coqui Waste Disposal Inc 76-0480500 Corporation Delaware
ELDA Landfill Inc 76-0639272 Corporation Delaware
Elk River Landfill Inc 41-1283941 Corporation Minnesota
Enerkem Inc Corporation Quebec
Envirofil of Illinois Inc 37-0957555 Corporation Illinois
Evergreen Landfill Inc 76-0472693 Corporation Delaware
Evergreen National Indemnity Company UK-0000142 Corporation Ohio
Evergreen Recycling and Disposal Facility Inc 76-0638587 Corporation Delaware
Farmers Landfill Inc 43-0863680 Corporation Missouri
Feather River Disposal Inc 06-1479349 Corporation California
Gl Industries 87-0430285 Corporation Utah
GA Landfills Inc 58-2293782 Corporation Delaware
Gallia Landfill Inc 31-1509605 Corporation Delaware
Garnet of Maryland Inc 52-1916417 Corporation Maryland
Gateway Transfer Station LLC 20-1457460 Limited Liability Company Georgia
Georgia Waste Systems Inc 58-1028526 Corporation Georgia
Gestion Des Rebuts DMP Inc NA-0000033 Corporation Quebec
Giordano Recycling LLC 20-2098765 Limited Liability Company Delaware
8312010 83532 AM Page 2
Affiliate Entity Report Active Legal Entities State of
Name Federal ID No Entity Type Incorporation
Glades Landfill LLC
Glens Sanitary Landfill Inc
Grand Central Sanitary Landfill Inc
Greenbow LLC
Grupo WMX SA De CV
Guadalupe Mines Mutual Water Company
Guadalupe Rubbish Disposal Co Inc
Guam Resource Recovery Partners LP
Ham Lake Haulers Inc
Harris Sanitation lnc
Harvest Power Inc
Harwood Landfill Inc
Hedco Landfill Limited
High Mountain Fuels LLC
Hillsboro Landfill Inc
Holyoke Sanitary Landfill Inc
IN Landfills LLC
Jahner Sanitation Inc
Jay County Landfill LLC
JFS (UK) Limited
Kand W Landfill Inc
Kahle Landfill Inc
Keene Road Landfill Inc
Kelly Run Sanitation lnc
Key Disposal Ltd
KeyCorp Investment Limited Partnership
King George Landfill Properties LLC
King George Landfill Inc
La Quinta MedicalCommercial Plaza Ltd
Lakeville Recycling LP
Land Reclamation Company Inc
Land South Holdings LLC
Landfill Services of Charleston Inc
Laurel Highlands Landfill Inc
LCS Services Inc
Liberty Landfill LLC
Liberty Lane West Owners Association
Liquid Waste Management Inc
LongleafCampD Disposal Facility Inc
Longmont Landfill LLC
Looney Bins lnc
MSTS Inc
Mahoning Landfill Inc
Mass Gravel Inc
Mc Ginnes Industrial Maintenance Corporation
McDaniel Landfill Inc
McGill Landfill Inc
Meadowfifl Landfill Inc
Michigan Environs Inc
MicroGREEN Polymers Inc
Midwest One Land Corporation
Minneapolis Refuse Incorporated
8312010 83532 AM
73-1630187
38-2065407
23-2049337
05-0605713
NA-0000039
77-0398278
95-2746842
36-4149976
41middot1704537
59-1219741
52-1637402
NA-0000040
26-2268599
93-0760239
04-2481863
61-1342588
45-0410330
61-1342592
NA-0000044
38-2504167
43-1682575
59-2044226
25-1696669
NA-0000045
34-1783428
27-0747734
54-1632805
95-4357859
36-3730138
36-3640284
20-5908782
55-0731302
25-1640583
55-0673745
61-1342590
36-4163829
95-2779930
59-3598129
36-4551803
95-4704325
36-3542321
34-1047662
04-3117495
74-1532790
45-0399545
38-3076718
31-1509701
38-2434760
20-0606093
41-0972178
Limited Liability Company
Corporation
Corporation
Limited Liability Company
Corporation
Not For Profit Corporation
Corporation
Limited Partnership
Corporation
Corporation
Corporation Corporation
Corporation
Limited Liability Company
Corporation
Corpoi-ation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Limited Liability Company
Corporation
Limited Partnership
Limited Partnership
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Limited Liability Company
Not For Profit Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Florida
Michigan
Pennsylvania
Alabama
Mexico
California
California
Delaware
Minnesota
Florida
Delaware
Maryland
England
Delaware
Oregon
Massachusett
Delaware
North Dakota
Delaware
England
Michigan
Missouri
Florida
Pennsylvania
British Columl
Ohio
Virginia
Virginia
California
Delaware
Delaware
Delaware
West Virginia
Pennsylvania
West Virginia
Delaware
New Hampshi
California
Florida
Delaware
California
Delaware
Ohio
Massachusetl
Texas
North Dakota
Michigan
Delaware
Michigan
Washington
Delaware
Minnesota
Page 3
Affiliate Entity Report Active Legal Entities State of
Name Federal ID No Entity Type Incorporation
Modern-Mallard Energy LLC
Modesto Garbage Co Inc
Moor Refuse Inc
Mountain High Medical Disposal Services Inc
Mountain Indemnity Insurance Company
Mountainview Landfill Inc (MD)
Mountainview Landfill Inc (UD
Nassau Landfill LLC
National Guaranty Insurance Company of Vermont
New England CR LLC
New Milford Landfill LLC
New Orleans Landfill LLC
NHVT Energy Recovery Corporation
North Manatee Recycling and Disposal Facility LLC
Northwestern Landfill Inc
Nu-Way Live Oak Reclamation Inc
Oakridge Landfill Inc
Oakwood Landfill Inc
Okeechobee Landfill Inc
Ozark Ridge Landfill Inc
P amp R Environmental Industries LLC
Pacific Waste Management LLC
Palmetto Seed Capital Fund
Palo Alto Sanitation Company
Pappy Inc
Peltz HC LLC
Pen-Rob Inc
Penuelas Valley Landfill Inc
Peoples Landfill Inc
Peterson Demolition Inc
Phoenix Resources Inc
Pine Grove Landfill Inc (PA)
Pine Tree Acres Inc
PPP Corporation
ProCentury Corporation
Pulaski Grading LLC
Quail Hollow Landfill Inc
Questquill Limited
R amp B Landfill Inc
RAA Colorado LLC
RAA Trucking LLC
RCI Hudson Inc
Recycle America Co LLC
Recycle America Holdings Inc
Redwood Landfill Inc
Refuse Services Inc
Refuse Inc
Reliable Landfill LLC
Remote Landfill Services Inc
Reno Disposal Co
Resco Holdings LLC
Resource Control Composting Inc
8312010 83532 AM
57-1161216
94-1643145
33-0622768
20-2500293
03-0328445
25-1538716
76-0548746
37-1487482
36-3643755
04-3735642
76-0641312
38-3699690
02-0390004
26-0283104
52-2023458
68-0236308
25-1547187
57-0974474
25-1628636
71-0692520
04-3735653
98-0227312
57-0889130
94-1075868
52-1561430
UK-0000100
86-0504613
66-0560251
38-3406998
41-1625867
23-2483102
23-2388139
38-2544258
23-2146479
UK-0000026
76-0638043
62-1727567
98-0221631
25-1754371
20-2587942
39-2040612
04-3044820
04-3735636
72-1541913
94-1443150
59-1098850
88-0094235
73-1654400
62-1421307
88-0087833
20-0584193
04-3044833
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liilbility Company
Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Trust
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Limited Liability Company
Corporation
Delaware
California
California
Utah
Vermont
Maryland
Utah
Delaware
Vermont
Delaware
Delaware
Delaware
New Hampshi
Florida
Delaware
Delaware
South Carolin
South Carolin
Florida
Arkansas
North Carolin
Delaware
South Carolin
California
Maryland
Wisconsin
Arizona
Puerto Rico
Delaware
Minnesota
Pennsylvania
Pennsylvania
Michigan
Delaware
Ohio
Delaware
Delaware
United Kingdc
Georgia
Colorado
Wisconsin
Massachusen
Delaware
Delaware
Delaware
Florida
Nevada
Delaware
Tennessee
Nevada
Delaware
Massachusett
Page 4
Affiliate Entity Report Active Legal Entities
State of
Name Federal ID No Entity Type Incorporation
Resource Control Inc
Richland County Landfill Inc
Riegel Ridge LLC
Riverbend Landfill Co
Rolling Meadows Landfill Inc
RRT Design amp Construction Corp
RRT Empire of Monroe County Inc
RTS Landfill Inc
Rust Engineering amp Construction Inc
Rust Engineering (Thailand) Ltd
Rust International Inc
S amp J Landfill Limited Partnership
S amp S Grading Inc
S V Farming Corp
S4 Columbia Ridge Recovery LLC
S4 Energy Chambers Recovery LLC
S4 Energy Solutions LLC
Sanifill de Mexico (US) Inc
Sanifill de Mexico SA de CV
Sanifill Power Corporation
SC Holdings Inc
Serubam Servicos Urbanos E Ambientais Ltda
SES Bridgeport LLC
Shade Landfill Inc
Shanghai Environment Group Company Limited
Sierra Estrella Landfill Inc
Southern Alleghenies Landfill Inc
Southern One Land Corporation
Southern Plains Landfill Inc
Southern Waste Services LLC
Spruce Ridge Inc
Stony Hollow Landfill Inc
Suburban Landfill Inc
Terrabon Inc
Texarkana Landfill LLC
Texas Pack Rat - Austin 1 LLC
Texas Pack Rat - Dallas 1 LLC
Texas Pack Rat - Houston 1 LLC
Texas Pack Rat- Houston 2 LLC
Texas Pack Rat - Houston 3 LLC
Texas Pack Rat - San Antonio 1 LLC
Texas Pack Rat Service Company LLC
The Peltz Group LLC
The Waste Management Charitable Foundation
The Woodlands of Van Buren Inc
Thermal Remediation Solutions LLC
TNT Sands Inc
Trail Ridge Landfill Inc
T ransarnerican Waste Central Landfill Inc
Trash Hunters Inc
TrashCo Inc
Tri-County Sanitary Landfill LLC
8312010 83532 AM
04-2655361
58-1708996
56-2124210
93-0724866
76-0325383
16-1353118
16-1409567
58-1924102
63-1081016
NA-0000162
63-1081055
76-0404581
58-1858013
22-2976860
27-1892156
27-1372079
26-4136359
76-0419331
NA-0000070
76-0496422
36-2898300
NA-0000077
36-4057298
23-2886198
86-0717293
25-1249160
72-1534481
73-1384828
61-1342585
41-1591957
76-0638597
76-0638596
30-0239245
20-3668884
26-2054900
20-4572488
20-5227255
20-5227324
20-4572603
05-0545181
04-3073733
36-3791221
91-1865607
57-0937314
36-3667296
76-0463386
64-0852590
26-1885543
20-0937658
Corporation
Corporation
Limited Liability Company
Corporation Corporation
Corporation
Corporation
Corporation Corporation
Corporation
Corporation
Limited Partnership
Corporation Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Joint Venture
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Not For Profit Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Massachusett
South Carolin
North Carolim
Oregon
Delaware
Delaware
New York
Delaware
Delaware
Thailand
Delaware
Texas
West Virginia
New Jersey
Delaware
Delaware
Delaware
Delaware
Mexico
Delaware
Pennsylvania
Brazil
Delaware
Delaware
Peoples Rep1
Arizona
Pennsylvania
Delaware
Oklahoma
Delaware
Minnesota
Delaware
Delaware
Delaware
Delaware
Texas
Texas
Texas
Texas
Texas
Texas
Texas
Wisconsin
Delaware
Delaware
Oregon
South Carolin
Delaware
Delaware
Mississippi
Delaware
Delaware
Page 5
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No EntilyType Incorporation
TX Newco LLC 61-1468715 Limited Liability Company Delaware
United Waste Systems Leasing Inc 38-3324143 Corporation Michigan
United Waste Systems of Gardner Inc 04-3320949 Corporation Massachusett
USA South Hills Landfill Inc 25-1139448 Corporation Pennsylvania
USA Valley Facility Inc 23-2886199 Corporation Delaware
USA Waste Geneva Landfill Inc 34-1802751 Corporation Delaware
USA Waste Landfill Operations and Transfer Inc 76-0435557 Corporation Texas
USA Waste of California Inc 68-0306154 Corporation Delaware
USA Waste of Pennsylvania LLC 74-2921886 Limited Liability Company Delaware
USA Waste of Texas Landfills Inc 76-0322548 Corporation Delaware
USA Waste of Virginia Landfills Inc 58-1932248 Corporation Delaware
USA Waste Services of NYC Inc 11-3301808 Corporation Delaware
USA Waste-Management Resources LLC 13-3853086 Limited Liability Company New York
USA-Grine LLC 04-3735654 Limited Liability Company Delaware
UWS Barre Inc 04-3320948 Corporation Massachusett
Valley Garbage and Rubbish Company Inc 95-2090787 Corporation California
Vaporlok Technology LLC Limited Liability Company Delaware
Verns Refuse Service Inc 45-0435644 Corporation North Dakota
VFB LLC 22-3842831 Limited Liability Company New Jersey
VHG Inc UK-0000023 Corporation Minnesota
Vickery Environmental Jnc 31-1153176 Corporation Ohio
Vista Landfill LLC 59-3652174 Limited Liability Company Florida
Voyageur Disposal Processing Inc 41-1734827 Corporation Minnesota
Warner Company 51-0281233 Corporation Delaware
Warner Hill Development Company 34-1043478 Corporation Ohio
Waste Away Group Inc 63-0898842 Corporation Alabama
Waste Management Arizona Landfills Inc 86-0683003 Corporation Delaware
Waste Management Buckeye LLC 26-0076809 Limited Liability Company Delaware
Waste Management Collection and Recycling Inc 95-2621587 Corporation California
Waste Management Disposal Services of Colorado Inc 84-1004487 Corporation Colorado
Waste Management Disposal Services of Maine Inc 01-0392888 Corporation Maine
Waste Management Disposal Services of Maryland Inc 36-2898301 Corporation Maryland
Waste Management Disposal Services of Massachusetts Inc 04-2320990 Corporation Massachusett
Waste Management Disposal Services of Oregon Inc 36-3548405 Corporation Delaware
Waste Management Disposal Services of Pennsylvania Inc 23-1655318 Corporation Pennsylvania
Waste Management Disposal Services of Virginia Jnc 36-3791008 Corporation Delaware
Waste Management Financing Corporation 36-4200855 Corporation Delaware
Waste Management Holdings Inc 36-2660763 Corporation Delaware
Waste Management Inc- of Florida 59-1094518 Corporation Florida
Waste Management lndycoke LLC 81-0640497 Limited Liability Company Delaware
Waste Management International Inc 36-3255004 Corporation Delaware
Waste Management International Ltd NA-0000099 Limited Liability Company Bermuda
Waste Management Municipal Services of California Inc 77-0151385 Corporation California
Waste Management National Services Inc 760686861 Corporation Delaware
Waste Management New England Environmental Transport Inc 04-3509618 Corporation Delaware
Waste Management of Alameda County lnc 94-0727420 Corporation California
Waste Management of Alaska Inc 91-1879241 Corporation Delaware
Waste Management of Arizona Inc 86-0198265 Corporation California
Waste Management of Arkansas Inc 04-2814811 Corporation Delaware
Waste Management of California Inc 95-1735737 Corporation California
Waste Management of Canada Corporation NA-0000021 Corporation Ontario
Waste Management of Carolinas Inc 56-0731307 Corporation North Caroline
8312010 83532 AM Page 6
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No Entity Type Incorporation
Waste Management of Colorado Inc
Waste Management of Connecticut Inc
Waste Management of Delaware Inc
Waste Management of Fairless LLC
Waste Management of Five Oaks Recycling and Disposal Facility t
Waste Management of Georgia Inc
Waste Management of Hawaii Inc
Waste Management of Idaho Inc
Waste Management of lltinois Inc
Waste Management of Indiana Holdings One Inc
Waste Management of Indiana Holdings Two Inc
Waste Management of Indiana LLC
Waste Management of Iowa Inc
Waste Management of Kansas Jnc
Waste Management of Kentucky Holdings Inc
Waste Management of Kentucky LLC
Waste Management of Leon County Inc
Waste Management of Londonderry Inc
Waste Management of Louisiana Holdings One Inc
Waste Management of Louisiana LLC
Waste Management of Maine Inc
Waste Managerrient of Maryland Inc
Waste Management of Massachusetts Inc
Waste Management of Metro Atlanta Inc
Waste Management of Michigan Inc
Waste Management of Minnesota Inc
Waste Management of Mississippi Inc
Waste Management of Missouri Inc
Waste Management of Montana Inc
Waste Management of Nebraska Inc
Waste Management of Nevada Inc
Waste Management of New Hampshire Inc
Waste Management of New Jersey Inc
Waste Management of New Mexico Inc
Waste Management of New York LLC
Waste Management of North Dakota Inc
Waste Management of Ohio Inc
Waste Management of Oklahoma Inc
Waste Management of Oregon Inc
Waste Management of Pennsylvania Gas Recovery LLC
Waste Management of Pennsylvania Inc
Waste Management of Plainfield LLC
Waste Management of Rhode Island Inc
Waste Management of South Carolina Inc
Waste Management of South Dakota Inc
Waste Management of Texas Holdings Inc
Waste Management of Texas Inc
Waste Management of Tunica Landfill Inc
Waste Management of Utah Inc
Waste Management of Virginia Inc
Waste Management of Washington Inc
Waste Management of West Virginia lnc
8312010 83532 AM
84-0523684
06-1485581
51-0094505
26-3468180
37-1035820
36-3319564
76-0638599
82-0364976
36-2660859
36-4039079
36-4059574
36-4071447
42-0824220
48-0634806
36-4059575
36-4035849
36-3319565
20-5657050
36-4142119
36-4119910
01-0267739
52-0250430
04-2535063
58-1937966
38-1214786
36-2698820
36-3005295
43-0992367
36-3564773
36-3469702
88-0394159
04-2482447
36-3700143
85-0229020
36-4206797
36-3798294
25-1673264
73-0685975
93-0612655
20-2926331
25-1232336
76-0722971
36-3668109
36-2935124
46-0348394
43-1976001
75-1223528
64-0869334
87-0302156
25-1578667
36-3846342
36-3553198
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Colorado
Delaware
Delaware
Delaware
Delaware
Georgia
Delaware
Idaho
Delaware
Delaware
Delaware
Delaware
Iowa
Kansas
Delaware
Delaware
Florida
Delaware
Delaware
Delaware
Maine
Maryland
Massachusett
Georgia
Michigan
Minnesota
Mississippi
Delaware
Delaware
Delaware
Nevada
Connecticut
Delaware
New Mexico
Delaware
Delaware
Ohio
Oklahoma
Oregon
Delaware
Pennsylvania
Delaware
Delaware
South Carolin
South Dakota
Delaware
Texas
Mississippi
Utah
Virginia
Delaware
Delaware
Page7
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No Entity Type Incorporation
Waste Management of Wisconsin Inc
Waste Management of Wyoming Inc
Waste Management Partners Inc
Waste Management Recycle Asia LLC
Waste Management Recycling and Disposal Services of California
Waste Management Recycling of New Jersey LLC
Waste Management Security LLC
Waste Management Service Center Inc
Waste Management Inc
Waste Management Inc of Tennessee
Waste Resources of Tennessee Inc
Waste Services of Kentucky LLC
Waste to Energy Holdings Inc
Waste to Energy I LLC
Waste to Energy II LLC
Wastech Inc
WESI Baltimore Inc
WESI Capital Inc
WESI Peekskill Inc
WESI Westchester Inc
Westchester Resco Associates LP
Western One Land Corporation
Western Waste Industries
Western Waste of Texas LLC
Wheelabralor -Ballin1u1e LLC
Wheelabrator Baltimore LP
Wheelabrator Bridgeport LP
Wheelabrator Cedar Creek Inc
Wheelabrator Chambers Inc
Wheelabrator China Holdings Limited
Wheelabrator Claremont Company LP
Wheelabrator Claremont Inc
Wheelabrator Concord Company LP
Wheelabrator Concord Inc
Wheelabrator Connecticut lnc
Wheelabrator Culm Services Inc
Wheelabrator Environmental Systems Inc
Wheelabrator Environmental Technologies Consulting (Shanghai) (
Wheelabrator Falls Inc
Wheelabrator Frackville Energy Company Inc
Wheelabrator Frackville Properties Inc
Wheelabrator Frederick Inc
Wheelabrator Fuel Services Inc
Wheelabrator Gloucester Company LP
Wheelabrator Gloucester Inc
Wheelabrator Guam Jnc
Wheelabrator Hudson Falls LLC
Wheelabrator Lassen Inc
Wheelabrator Lisbon Inc
Wheelabrator McKay Bay Inc
Wheelabrator Millbury Inc
Wheelabrator Netherlands BV
831200 83532 AM
39-0967466
36-3828554
36-3220911
39-1977904
95-2370376
04-3735640
43-1970495
20-4017651
73-1309529
36-2935128
54-0838353
94-3429202
76-0652923
02-0519035
02-0519036
93-0936732
02-0357495
36-3861933
02-0363274
02-0360305
02-0367753
76-0688224
95-1946054
30-0239250
36-4057301
36-4057307
36-4057309
02-0443870
26-3194113
23-50847741
02-0390003
20-4284300
02-0394017
02-0393450
36-3908786
02-0442574
02-0412779
27-2548111
04-3024782
02-0393452
04-3100742
02-0442576
02-0396724
02-0391601
36-3926262
72-1541910
36-3926261
61-1167063
36-3240315
02-0412788
26-4308579
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Partnership
Limited Partnership
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Limited Partnership
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Wisconsin
Delaware
Delaware
Ohio
California
Delaware
Delaware
Delaware
Delaware
Tennessee
Tennessee
Delaware
Delaware
Delaware
Delaware
Nevada
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
California
Delaware
Delaware
Maryland
Delaware
Delaware
Delaware
Hong Kong
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Peoples Rep1
Delaware
Delaware
Delaware
Delaware
Delaware
New Jersey
Delaware
Delaware
Delaware
Delaware
Delaware
Florida
Delaware
Netherlands
Page8
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No EntifyType Incorporation
Wheelabrator New Hampshire Inc
Wheelabrator New Jersey Inc
Wheelabrator NHC Inc
Wheelabrator North Andover Inc
Wheelabrator North Broward Inc
Wheelabrator Norwalk Energy Company Inc
Wheelabrator Penacook Inc
Wheelabrator Pinellas Inc
Wheelabrator Portsmouth Inc
Wheelabrator Putnam Inc
Wheelabrator Ridge Energy Inc
Wheelabrator Saugus Inc
Wheelabrator Shasta Energy Company Inc
Wheelabrator Sherman Energy Company GP
Wheelabrator Sherman Station LLC
Wheelabrator Sherman Station One Inc
Wheelabrator South Broward Inc
Wheelabrator Spokane Inc
Wheelabrator Technologies Inc
Wheelabrator Technologies International Inc
Wheelabrator Westchester LP
White Lake Landfill Inc
Williams Landfill LLC
Willow Oak Landfill LLC
WM Arizona Ope atiur1s LLC
WM Asphalt Products LLC
WM Bagco LLC
WM Conversion Energy LLC
WM Conversion Fund LLC
WM Corporate Services Inc
WM Emergency Employee Support Fund Inc
WM Energy Resources Inc
WM Energy Solutions Inc
WM Green Squad LLC
WM GreenOps LLC
WMGTL Inc
WM GTL LLC
WM Healthcare Solutions Inc
WM Illinois Renewable Energy LLC
WM International Holdings Inc
WM International Services (UK) Limited
WM Lamp Tracker Inc
WM Landfills of Ohio Inc
WM Landfills of Tennessee Inc
WM Leasing of Arizona LLC
WM Leasing of Texas LP
WM LNG Inc
WM Mercury Waste Inc
WM Middle Tennessee Environmental Center LLC
WM Mobile Bay Environmental Center Inc
WM Nevada Renewable Energy LLC
WM of Texas LLC
8312010 83532 AM
02-0390002
02-0391598
02-0393448
36-3062971
04-3030218
02-0395269
02-0393449
36-3110153
27-1446081
36-3908789
36-3820153
13-2740971
02-0395274
02-0390349
76-0743287
02-0390312
02-0410154
02-0416522
22-2678047
36-3965264
02-0367751
38-1889893
61-1342579
20-1457518
32-0112690
27-0675171
26-4626312
26-4040670
27-1445960
27-3308922
11-3758170
27-1184260
76-0695139
26-1694369
26-4194066
26-0294424
26-0294528
20-3483524
45-0512000
76-0607203
NA-0000098
26-2748613
31-1509696
62-1462526
20-4017719
20-4017724
26-2294125
27-2289604
26-1946982
76-0638602
27-1678300
26-0428868
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
General Partnership
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Limited Liability Company
Limited Liability Company
Limited Uabllfty Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Not For Profit Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Limited Partnership
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Limited Liability Company
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Maine
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Michigan
Delaware
Georgia
Uelaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
England
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Page 9
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No Entity Type Incorporation
WM Organic Growth Jnc
WM PA Holdings LLC
WM Pack-Rat of California LLC
WM Pack-Rat of Illinois LLC
WM Pack-Rat of Kentucky LLC
WM Pack-Rat of Maryland LLC
WM Pack-Rat of Massachusetts LLC
WM Pack-Rat of Michigan LLC
WM Pack-Rat of Nevada LLC
WM Pack-Rat of Ohio LLC
WM Pack-Rat of Rhode Island LLC
WM Pack-Rat LLC
WM Partnership Holdings Inc
WM Phoenix Energy Resources LLC
WM Quebec Inc
WM RA Canada Inc
WM Recycle America LLC
WM Recycle Europe LLC
WM Renewable Energy LLC
WM Resource Recovery amp Recycling Center Inc
WM Resources Inc
WM Safety Services LLC
WM Security Seivices Inc
WM Services SA
WM Storage II Inc
WM Storage Inc
WM Texas Pack Rat LLC
WM Trash Monitor Plus LLC
WM WY Energy Resources LLC
WMI Medical Services of Indiana Inc
WMI Mexico Holdings Inc
WMNA Container Recycling LLC
WMRE of Michigan LLC
WMSALSA Inc
WMST Illinois LLC
WTI Air Pollution Control Jnc
WTI Financial LLC
WTI International Holdings Inc
wn Rust Holdings Inc
WTI UK LTD
20-4677155
27-2335935
26-0380883
26-0524082
26-2289448
26-1411856
26-1411946
26-2289484
27-0371504
262289407
26-1855760
26-0285281
36-3974344
27-2340971
NA-0000041
NA-0000172
72-1541911
20-0570245
45-0511978
26-2289538
25-1536159
20-3887188
20-3714754
NA-0000108
27-1525390
26-0285202
26-1442144
26-1436776
27-1184329
35-1724992
36-3912290
04-3735649
27-3334762
20-2580150
94-3423874
36-4110833
20-0584237
36-3908839
02-0351425
98-0336025
Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Liabflily Company
Corporation
Corporation
Limited Liability Company
Corpdration
Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Not For Profit Corporation
Limited Liability Company
Corporation
Limited Liability Comp_any
Corporation
Corporation
Corporation
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Canada
Ontario
Delaware
Delaware
Delaware
Delaware
Pennsylvania
Delaware
Delaware
Argentina
Delaware
Delaware
Delaware
Delaware
Delaware
Indiana
Delaware
Delaware
Delaware
Texas
lllinois
Delaware
Delaware
Delaware
Delaware
United Kingdc
81312010 83532 AM Page 10
----
POWER Federal Insurance Company Attn Surety DepartmentChubb OF Vigilant Insurance Company 15 Mountain View Road Surety AITORNEY Pacific Indemnity Company Warren NJ 07059
CHUBB
Know All by These Presents That FEDERAL INSURANCE COMPANY an Indiana corporation VIGILANT INSURANCE COMPANY a New York cor]Joration and PACIFIC INDEMNITY COMPANY a Wisconsin corporation do each hereby constitute and appoint Joseph Aulbert Marc W Boots Richard Covington Joy Durham Stephanie Gunderson Vickie Lacy Heather Noles P T Osburn and Maria D Zuniga of Housfon Texasmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot-middotmiddotmiddot-middotmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot--middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot
each as their true and lawful Attorneymiddot Inmiddot Fact lo execute under such designation in their names and 1o affix their corporate seals to and deliver for and on their behalf as surety thereon or otherwise bonds and undertakings and other writings obligatoiy in the nature thereof other lhan ball bonds) given or executed in the course of business and any Instruments amending or altering lhe same and consents to the modification or alteration of any instrument referred to in said bonds or obligations
In Wllness Whereof said FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY have each executed and attested these presents and affixed their corporale seals on this 17th day of August 2010
STATE OF NEW JERSEY ss
County of Somerset
On this i 7th day of August 2010 before me a Notary Public of New Jersey personally came Dawn M Chloros to me known to be Assistant Secretary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY the companies which executed the foregoing Power of Attorney and the said Dawn M Chloros being by me duly sworn did depose and say that he is Assistant Secretary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY and knows the corporate seals thereof that the seals affixed to the foregoing Power of Attorney are such corporate seals and were thereto affixed by authority of the By- Laws of said Companies and hat ha signed said Power of Attorney as Assistant Secretary of said Companies by like authority and that he Is acquainted with David B Norris Jr and knows him to be Vice President of said Companies and that the signature of David B Norris Jr subscribed to said Power of Altomey Is ln the genuine handwriting of David B Norris Jr and was thereto subscribed by authority of said By- Laws and In deponents presence
Notarial Seal
KATHERINE J ADElMR NOTARY PUBLIC OF NEW JERSEY
No 2316685 CCIIRmQlon Exp July 16 2014
CERTIFICATION Exlract from the Bymiddot Laws of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY
All powers of attorney for and on behalf of Iha Company may and shall be executed in lhe name and on behalf of the Company either by the Chairman or the President or a Vice President or an Asslslant Vice President jointly with the Secretary or an Assistan1 Secretary under their respective designations The signature of such officers may be engraved printed or lithographed The signature of each of the fotlowing officers Chairman President any Vice President any Assistant Vice Presidenl any Secretary any Assislant Secretary and the seal of the Company may be affixed by facsimile to any power of attorney or to any certificate relating thereto appointing Assistant Secretaries or Attomeys- in- Fact for purposes only of eKeculing and attesting bonds and undertakings and other writings obligatory in the nature thereof and any such power of attorney dr certificate bearing such facsimile signature or lacsimie seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimlle signature and facsimile seal shall be valid and binding upon the Company with respect to any bond or undertaking to which ii is attached
I Dawn M Chloros Assistant Secrelary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY
(the ~companies) do hereby certify Iha
(I) (H)
J31dD0
hJ (lL~ff (1j~W Dawn M Chloros Assistant Secretary
Form 15-10-02258-U (Ed 5-03) CONSENT
TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS 6
ARTICLE 2 CONTRACT PURPOSE AND TERM 12
21 PURPOSE 12
22 EFFECTIVE DATE AND COMMENCEMENT DATE 12
23 TERM 13
ARTICLE 3 COUNTY RESPONSIBILITIES 13
31 DELIVERY OF ACCEPTABLE WASTE 13
32 MANNER OF DELIVERIES 13
33 COOPERATION 13
ARTICLE 4 CONTRACTOR RESPONSIBILITIES 13
41 OWNERSHIP AND TRANSFER OF OWNERSHIP 13
42 CAPITAL IMPROVEMENTS 14
43 PERMITTING AND COMPLIANCE 15
44 ACCEPTANCEOFWASTE 15
45 OPERATING REQUIREMENTS 16
46 HOURS AND DAYS OF OPERATION 17
47 HOLIDAYS 17
48 COUNTY ACCESS 18
49 TRANSPORTATION OF ACCEPTABLE WASTE 18
410 PROCESSING OF RECYCLABLE MATERIALS 18
411 RECORDKEEPING AND REPORTING 18
412 TRANSITION 20
ARTICLE 5 CONTRACTORS COMPENSATION 20
51 BASE RATE 20
52 RATE ADJUSTMENTS 21
53 BILLING AND PAYMENT OF CONTRACTORS FEES 21
Okaloosa County Transfer Contract_ Final Page 2 of 52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS 22
61 ACCEPTABLE WASTE 22
62 SPECIAL WASTE 22
63 CONSTRUCTION AND DEMOLITION DEBRIS 22
64 RECYCLABLE MATERIALS 22
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS 23
71 COUNTY RECYCLABLE MATERIALS 23
72 OTHER RECYCLABLE MATERIALS 25
ARTICLE 8 PERFORMANCE BOND 25
ARTICLE 9 LIQUIDATED DAMAGES 25
ARTICLE 10 DEFAULT AND TERMINATION 27
ARTICLE 11 INSURANCE 28
I II CONTRACTORS INSURANCE 28
112 WORKERS COMPENSATION INSURANCE 30
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE 30
114 LIMITS OF LIABILITY 31
115 NOTICE OF CLAIMS AND LITIGATION 32
116 INDEMNIFICATION AND HOLD HARMLESS 32
117 CERTIFICATES OF INSURANCE 32
118 GENERALTERMS 33
119 UMBRELLA INSURANCE 34
ARTICLE 12 FORCE MAJEURE 34
121 INABILITY TO PERFORM 34
122 EVENTS OF FORCE MAJEURE 35
123 WRITTEN NOTIFICATION 35
Okaloosa County Transfer Contract_Final Page3 of52
ARTICLE 13 TITLE TO WASTE 36
ARTICLE 14 ARBITRATION36
141 ARBITRATION 36
142 INDEPENDENT THIRD PARTY 36
143 AMBIGUITY 37
ARTICLE 15 OTHER TERMS AND CONDITIONS 37
151 WAIVER 37
152 ASSIGNMENT OF AGREEMENT 37
153 SUBCONTRACTORS 37
154 INDEPENDENT CONTRACTOR 38
155 NON-DISCRIMINATION PROVISIONS 38
156 LAW TO GOVERN VENUE JURISDICTION 39
157 ILLEGAL PROVISIONS 39
158 MODIFICATIONS 39
159 PREPARATION OF AGREEMENT 39
1510 REMEDIES CUMULATIVE 39
1511 HEADINGS 40
1512 REPRESENTATIONS OF CONTRACTOR 40
1513 REPRESENTATIONS OF COUNTY 40
1514 REPRESENTATIVES 40
1515 NOTICES 41
1516 ENTIRE AGREEMENT 42
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT 42
EXHIBIT A SPECIAL WAS TE 43
EXHIBIT B REAL PROPERTY WARRANTY DEEDS 46
EXHIBIT C CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO
CONTRACTORS RATE 49
EXHIBIT D SAMPLE AVERAGE MARKET VALUE CALCULATION 50
Okaloosa County Transfer Contract_Final Page4 of52
SOLID WASTE TRANSFER STATION OPERATION AGREEMENT
THIS AGREEMENT is made as of this J)Paay 8~ 2010 by and
between Okaloosa County Florida (the COUNTY) a political subdivision of the State of
Florida and Waste Management Inc ofFlorida (hereinafter refened to as CONTRACTOR) a
corporation duly organized and validly existing under and by virtue of the laws of the State of
Florida and authorized to do business in the State ofFlorida
WITNESSETH
WHEREAS the COUNTY and the CONTRACTOR entered into an agreement dated as of June
2 2000 pursuant to which CONTRACTOR operates transfer stations utilizing state-of-the-rut
techniques and in accordance with the rules and regulations of the Florida Deprutment of
Environmental Protection including but not limited to 62-701801 FAC and all referenced
codes for the purpose of receiving and transporting Solid Waste to a disposal site as provided
therein and
WHEREAS such contract for Solid Waste Transfer Station Operations authorizes the renewal of
said agreement and
WHEREAS the COUNTY and CONTRACTOR desire that CONTRACTOR continue to
operate and manage transfer stations under the te1ms and conditions set fotth in this Agreement
NOW THEREFORE in consideration of the premises contained in this Agreement the patties
hereto intend to be legally bound as follows
Okaloosa County Transfer Contract_Final Page 5 of52
ARTICLE 1 DEFINITIONS
The following words and expressions ( or pronouns used in their stead) shall wherever they
appear in this Agreement be constrned as follows unless a different meaning is clear from the
context Words of the masculine gender shall be deemed and construed to include correlative
words of the feminine and neuter genders Unless the context shall otherwise indicate all words
shall include the plum as well as the singular number and the word person shall include
corporations and associations including public bodies as well as natural persons
Acceptable Waste shall mean Solid Waste including garbage rnbbish refuse residue
incidental amounts of household hazardous waste as permitted by the Florida Department of
Environmental Protection and other discarded solid or semi-solid mate1ials resulting from
domestic commercial industrial recycling resource recovery agricultural and governmental
operations Acceptable Waste also includes Bulk Waste Special Waste (except those defined
under Unacceptable Waste) and Recyclable Materials Acceptable Waste shall not include
regulated Hazardous Waste Medical Waste Biomedical Waste Biological Waste Infectious
Waste and Yard Trash
Agreement shall mean this Agreement including all attachments and amendments thereto
Authorized Representative means the Public Works Director or as othetwise designated in
writing by the Board to represent the COUNTY in the administration and supervision of this
Agreement
Biomedical Waste means any Solid Waste or liquid waste which may present a threat of
infection to humans The term includes but is not limited to non-liquid human tissue and body
parts laboratory and veterinary waste that contain human disease-causing agents used
disposable shaips human blood human blood products body fluids and other materials that in
the opinion of the Department of Health and Rehabilitative Services represent a significant risk
of infection to persons outside the generating facility
Biological Waste means Solid Waste that causes or has the capability of causing disease or
infection and includes but is not limited to Biomedical Waste diseased or dead animals and
other wastes capable of transmitting pathogens to humans or animals
Okaloosa County Transfer Contract_Final Page 6 of52
Board shall mean the Board of County Commissioners of Okaloosa County Florida which is
the governing body of the COUNTY
Bulk Waste shall mean any waste that requires additional management due to its bulk or
weight and shall include Household Furniture treated lumber Electronics bicycles push type
lawn mowers with all oil and gas drained automotive tires and White Goods Bulk Waste does
not include any form of matter or debris resulting from tree removal land clearing land
development or Special Waste as defmed herein
Commencement Date means the first day of the month following the Effective Date of this
Agreement
Commercial Business Establishment means any establishment other than a residential
dwelling apartment complex condominium complex or trailer park and shall be and shall
include but not be limited to all retail professional wholesale and industrial facilities
manufacturing facilities non-profit enterprises governmentalpublic agencies and any other
commercial enterprises offering goods or services to the public
Commercial Waste means any Acceptable Waste generated at a Commercial Business
Establishment
Construction and Demolition Debris means discarded materials generally considered to be
not water-soluble and nonhazardous in nature including but not limited to steel glass brick
concrete asphalt roofing material pipe gypsum wallboard and lumber from the construction or
destruction of a structure as paii of a construction or demolition project or from the renovation of
a structure and including rocks soils tree remains trmiddotees and other vegetative matter that
nmmally results from land clearing or land development operations for a construction project
including such debris from construction of structures at a site remote from the construction or
demolition project site Mixing of Construction and Demolition Debris with other types of Solid
Waste will cause it to be classified as other than Construction and Demolition Debris The term
also includes
(a) Clean cardboard paper plastic wood and metal scraps from a construction project
Okaloosa County Transfer Contract_Final Page7 of52
(b) Except as provided ins 403707(9)(j) Florida Statutes unpainted nontreated wood
scraps from facilities manufacturing materials used for construction of structures or
their components and unpainted nontreated wood pallets provided the wood scraps
and pallets are separated from other Solid Waste where generated and the generator
of such wood scraps or pallets implements reasonable practices of the generating
industry to minimize the commingling of wood scraps or pallets with other Solid
Waste and
(c) De minimus amounts of other nonhazardous wastes that are generated at
construction or destruction projects provided such amounts are consistent with best
management practices of the industry
Contract Year means the time from the Commencement Date through March 31 2012 and
each calendar year thereafter
Costs shall mean the costs of labor materials supplies major rental equipment and tools
other direct costs and allocable indirect costs such as fringe benefits general and administrative
expenses and indirect labor costs
COUNTY shall mean Okaloosa County Florida acting by and tlnmiddotough its Board of County
Commissioners
CPI as used herein shall be the revised Consumer Price Index for All Urban Consumers South
Urban for all items not seasonally adjusted published by the Bureau of Labor Statistics US
Department of Labor 1984-82 = 100 In the event the US Department of Labor Bureau of
Labor Statistics ceases to publish the CPI the parties hereby agree to substitute another equally
authoritative measure of change in the purchasing power of the US dollar as may be then
available
Day shall mean one calendar day when used in this Agreement
Effective Date means the date this Agreement becomes effective when executed by the
parties or when the Board adopts the Ordinance establishing the rates specified herein
whichever later occurs
Okaloosa County Transfer Contract_Final Page 8 of52
Electronics means computers monitors keyboards nnce termmals printers modems
scanners cell phones televisions and copiers and other electronic equipment as directed by the
COUNTY
Franchise Area means the specifically described geographic areas exclusively assigned to a
franchisee for the purpose of residential Solid Waste Yard Trash and Bulk Waste Collection
and if applicable Recyclable Material Collection pursuant to the COUNTYs Residential Solid
Waste and Recycling Collection Franchise Agreement
Fuel Index as used herein shall be the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low
Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) published by the US
Department of Energy Energy Information Administration In the event the US Department of
Energy Energy Information Administration ceases to publish the fuel prices the parties hereby
agree to substitute another equally authoritative measure of change in the purchasing power of
the US dollar as may be then available
Hazardous Waste means Solid Waste or a combination of Solid Wastes (even though it may
be part of delivered load of waste) which because of its quantity concentration or physical
chemical or infectious characteristics may cause or significantly contribute to an increase in
mortality or an increase in serious irreversible or incapacitating reversible illness or may pose a
substantial present or potential hazard to human health or environment when improperly
transported disposed of stored treated or otherwise managed Hazardous Waste shall include
all such waste as defined by the Rules of the Florida Department of Environmental Protection
Chapter 62-730 FAC or 40 Code ofFederal Regulations 261 or both as either or both may be
amended from time to time and to the extent either or both is applicable to the disposal of waste
in Florida Hazardous Waste is not intended to include de minimus amounts of household
hazardous wastes as defined by FAC 62-701100
Household Furniture means all movable compactable articles or apparatus such as chairs
tables sofas mattresses etc for equipping a house
Okaloosa County Transfer Contract_Final Page9 of52
Incorporated Municipalities means those duly Incorporated Municipalities in Okaloosa
County consisting of Cinco Bayou Crestview Destin Fort Walton Beach Laurel Hill Mary
Esther Niceville Shalimar and Valpariso
Independent Third Party means a qualified party mutually acceptable to both the COUNTY
and the CONTRACTOR
Infectious Waste means those wastes which may cause disease or may reasonably be
suspected of harboring pathogenic organisms Included are wastes resulting from the operation
of medical clinics hospitals and other facilities producing wastes which may consist of but are
not limited to diseased human and animal parts contaminated bandages pathological
specimens hypodermic needles contaminated clothing and surgical gloves
Merchant Waste means Acceptable Waste that was collected from locations outside the
COUNTY jurisdictional boundaries Merchant Waste does not include Co=ercial Waste
generated within unincorporated areas of the COUNTY or within Incorporated Municipalities
Recyclable Materials means those materials which are capable of being recycled and which
would otherwise be processed or disposed of as Solid Waste Recyclable Materials shall include
newspapers (including inse1ts ) conugated cardboard mixed paper (including brown paper bags
magazines phonebooks junk mail white and colored paper shredded paper in a bag and
paperboard) aluminum plastic containers and bottles marked with SPI codes 1-7 glass bottles
and jars tin and ferrous cans polycoated containers and other Solid Waste materials added upon
Agreement between the COUNTY and the CONTRACTOR when such materials have been
either dive1ted from the remaining Solid Waste stream or removed prior to their entry into the
remaining Solid Waste stream
Recycling Facility means the facility located adjacent to the Fort Walton Beach Transfer
Station at which Recyclable Materials are delivered for processing andor transport
Required Turn Back Condition means reasonable wear and tear co=ensurate with the time
of use and considering the CONTRACTORs responsibilities for maintenance repair and
replacement
Okaloosa County Transfer Contract_Final Page 10 of52
Solid Waste means garbage rubbish refuse trash clean debris or other similar discarded
material resulting from domestic industrial commercial mining agricultural or governmental
operations It excludes Yard Trash Bulk Waste Recyclable Materials and Special Waste
Special Waste means wastes that can require special handling and management but are not
considered Bulk Waste that are not accepted at a landfill or other disposal facility or that are
accepted at a landfill or other disposal facility at higher rates than are charged for refuse
including but not limited to wastes outlined in Exhibit A
Subcontractor shall mean a person firm or corporation other than employees of
CONTRACTOR who or which contracts with CONTRACTOR to furnish or actually furnishes
labor materials andor equipment for the Facility
Ton means a sh01i ton 2000 pounds (9078 metric tons)
Transfer Stations means the facilities currently located at 630 Martin Luther King Jr Blvd
(Fort Walton Transfer Station) and at the Baker Landfill (Baker Transfer Station) in Okaloosa
County capable of receiving Acceptable Waste for further transfer to a disposal facility for
ultimate disposition
Unacceptable Waste shall mean wastes that are not accepted for Class I disposal These
materials include Infectious Waste and Hazardous Wastes as defined above those wastes
excluded from the definition of Acceptable Wastes and materials exhibiting the following
characteristics
(a) Hazardous placards or markings
(b) Liquids
( c) Powders or dusts
(d) Drums or commercial size containers
( e) Chemical odors
Other unacceptable materials include
(a) Asbestos containing wastes
(b) Ash
Okaloosa County Transfer Contract_Final Page 11 of52
( c) Fluorescent light bulbs
( d) Mercury containing devices
(e) Whole tires
(f) Liquid Wastes
White Goods means discarded washers dryers refrigerators ranges microwave ovens water
heaters freezers small air conditioning units and other similar domestic large appliances
Yard Trash means vegetative matter resulting from landscaping maintenance including
accumulation of lawn grass shrubbery cuttings or clippings and dry leaf rakings palm fronds
small tree branches bushes or shrubs green leaf cuttings fruits or other matter usually created
as refuse in the care of lawns and yards Yard Trash does not include treated wood or any form
of matter or debris resulting from tree removal land clearing land development building
demolition home improvement or waste generated by tree surgeons
ARTICLE 2 CONTRACT PURPOSE AND TERM
21 PURPOSE
The pmpose of this Agreement is to establish the terms and conditions under which
CONTRACTOR shall manage operate and maintain the Transfer Stations
22 EFFECTIVE DATE AND COMMENCEMENT DATE
This Agreement shall become effective when executed by the paities or when the Board
adopts the Ordinance establishing the rates specified herein whichever later occurs The
Commencement Date of service shall be the first Day of the month following the
Effective Date of this Agreement
Okaloosa County Transfer Contract_Final Page 12 of52
23 TERM
The term of this Agreement shall commence on the Effective Date and end on March 31
2016 The term of this Agreement may be renewed for one (1) additional term of five (5)
years commencing at the end of the initial te1m by mutual agreement of the parties
ARTICLE 3 COUNTY RESPONSIBILITIES
31 DELIVERY OF ACCEPTABLE WASTE
The COUNTY or others authorized by the COUNTY shall deliver Acceptable Waste to
the Transfer Stations and Recyclable Materials to the Recycling Facility
32 MANNER OF DELIVERIES
The COUNTY shall grant to CONTRACTOR reasonable authority to deny admission to
the Transfer Stations of any vehicle carrying refuse which may leak spill or allow waste
to be blown or scattered about the Transfer Stations before unloading at the site
33 COOPERATION
COUNTY shall cooperate with CONTRACTOR in CONTRACTORs efforts to obtain
and renew all required permits licenses and approvals shall not appear as an objector in
any proceeding to consider the granting or renewal of such permits licenses or approvals
and shall promptly and reasonably consider any applications by CONTRACTOR
ARTICLE 4 CONTRACTOR RESPONSIBILITIES
41 OWNERSHIP AND TRANSFER OF OWNERSHIP
411 Throughout the full term of this Agreement the CONTRACTOR shall retain
ownership of the Transfer Stations and Recycling Facility At the conclusion of
the full term of the Agreement or in the event of CONTRACTOR default and
Okaloosa County Transfer Contract_Final Page 13 of52
termination by the COUNTY the Baker Transfer Station and all real property at
the Fort Walton Beach Transfer Station and Recycling Facility will be wholly
owned by the COUNTY and CONTRACTOR shall convey in Required Tum
Back Condition good and marketable title to the same to the COUNTY free and
clear of all liens or other encumbrances For the purposes of this Agreement real
property means the Fort Walton Beach Transfer Station and Recycling Facility
property as defined by the warranty deeds in Exhibit B and all physical buildings
and structures thereon including all equipment and fixtures with the exception of
rolling stock
412 In order to establish the Required Turn Back Condition of all real property at the
Transfer Stations and Recycling Facility and the need for repairs or replacements
if any the COUNTY and the CONTRACTOR shall conduct a joint inspection(s)
of the Facilities sites and buildings to include the utilities no later than thirty
(30) Days after the Effective Date of this Agreement The COUNTY and the
CONTRACTOR shall develop a list of any necessary repairs or replacements that
the CONTRACTOR is responsible for paying for andor performing such repairs
or replacements and establish a schedule for completing such work The
condition of the Facilities sites and buildings following completion of such
repairs and replacements shall be the Required Tum Back Condition allowing for
normal wear and tear commensurate with the time of use and considering the
CONTRACTORs responsibilities for maintenance repair and replacement
413 The CONTRACTOR shall maintain and convey at the conclusion of the full term
of this Agreement all real property at the Transfer Stations and Recycling Facility
to the COUNTY in Required Turn Back Condition The COUNTY shall notify
the CONTRACTOR of any deficiencies in the Required Tum Back Condition
and CONTRACTOR shall remedy such deficiencies
42 CAPITAL IMPROVEMENTS
The CONTRACTOR shall be solely responsible for the cost of all capital improvements
to the Transfer Stations and Recycling Facility
Okaloosa County Transfer Contract_Final Page 14 of 52
43 PERMITTING AND COMPLIANCE
The CONTRACTOR shall be responsible for obtaining and maintaining permits
approvals and licenses as are requrred for the operation of the Transfer Stations and
Recycling Facility CONTRACTOR shall operate the facilities in compliance with all
requirements of Federal State and local laws rules ordinances and regulations
applicable to the management of such facilities and as contained in the permits issued
relative to the facilities CONTRACTOR and the COUNTY agree to cooperate fully with
one another within reason in all efforts undertaken pursuant to this paragraph The
CONTRACTOR shall be responsible at its sole cost for the payment of all fines
penalties and citations that the CONTRACTOR may incur
44 ACCEPTANCE OF WASTE
In accordance with applicable operational protocol established by the CONTRACTOR
and with the approval of the COUNTY CONTRACTOR shall provide operate and
maintain facilities for the receipt of Acceptable Waste brought to the Transfer Stations
441 Acceptable Waste The CONTRACTOR shall process Acceptable Waste received
at the Transfer Stations in accordance with applicable Federal State and local
regulations and in a manner which would not be likely to pose a threat to public
health and safety
442 Special Waste CONTRACTOR shall implement a program to identify and
manage Special Waste Any testing or additional charges for the receipt handling
and disposal of Special Waste shall be as agreed between the CONTRACTOR
and the generator or transpmier of the Special Waste
443 Unacceptable Waste The CONTRACTOR shall exercise its best efforts to avoid
the acceptance of Unacceptable Waste at the Transfer Stations The
CONTRACTOR shall process Unacceptable Waste received at the Transfer
Stations in accordance with applicable Federal State and local laws rules
ordinances and regulations and in a manner which would not be likely to pose a
threat to public health and safety The CONTRACTOR shall indemnify the
Okaloosa County Transfer Contract_Final Page 15 of 52
COUNTY for any liability claim or damages imposed as a consequence of
CONTRACTORs failure to process such material in accordance with applicable
Federal State or local regulations Any testing required or additional charges
imposed for the receipt handling and disposal of Special Waste shall be as agreed
between the CONTRACTOR and the generator or transporter of the Unacceptable
Waste
45 OPERATING REQUIREMENTS
451 The CONTRACTOR will provide at CONTRACTORs expense all the utilities
used in operating the Transfer Stations and Recycling Facility At the Baker
Transfer Station the CONTRACTOR shall pre-treat leachate to a pH between 60
and 85 The COUNTY shall transport the treated leachate for further treatment
and disposal
452 The CONTRACTOR shall be responsible for the maintenance and repair of all
real property at the Transfer Stations and Recycling Facility in accordance with
industry and operational standards It shall also be the CONTRACTORs
responsibility to replace all or part of the property fixtures machinery
improvements and equipment as required to maintain the operation and
performance of the Transfer Stations and Recycling Facility including facility
expansion necessary to accommodate increased throughput The CONTRACTOR
shall maintain and or replace as appropriate all rolling stock utilized by the
CONTRACTOR in performance of this Agreement
453 The CONTRACTOR shall specifically establish a procedure for monitoring the
wear on the waste receiving floors and shall establish a repair procedure before
the wear has progressed to the point that further wear could jeopardize the
renewal of the floor surface or involve replacement of the steel reinforcement in
the floor The floor shall be resurfaced by the CONTRACTOR at least once
during the te1m ofthis Agreement
Okaloosa County Transfer Contract_Final Page 16 of 52
454 The CONTRACTOR shall remove Solid Waste from the transfer station tipping
floors in accordance with its operating permits
455 The CONTRACTOR shall operate the facilities to allow for a turnaround time of
not greater than twenty (20) minutes for vehicles delivering waste or Recyclable
Materials
456 The Transfer Stations and Recycling Facility will be maintained in a neat clean
and attractive manner consistent with its function and present a positive public
appearance
457 The CONTRACTOR shall control litter at the Transfer Stations and Recycling
Facility sites Adequate litter control is defined as minimizing litter leaving the
site and the collection of off-site and on-site litter at the end of eve1y business
day
458 The CONTRACTOR shall separate tires White Goods and Electronics delivered
to the Transfer Stations from other waste and place them in separate containers as
provided by the COUNTY
46 HOURS AND DAYS OF OPERATION
The Transfer Stations and Recycling Facility will be open to the public from 600 am
until 500 pm Monday through Friday and 600 am until 1200 noon Saturday The
COUNTY reserves the right to alter the operating hours of the facilities The
FRANCillSEE and COUNTY agree to negotiate a reasonable rate adjustment if such
change in operating hours affects operating costs
47 HOLIDAYS
The CONTRACTOR will close the Transfer Stations and Recycling Facility on the
following holidays New Years Day Thanksgiving and Clumiddotistmas
Okaloosa County Transfer Contract_Final Page 17 of 52
48 COUNTY ACCESS
The CONTRACTOR shall afford reasonable access at any reasonable time to the
Transfer Stations and Recycling Facility by the COUNTY its authorized agents or public
authorities having regulatory jurisdiction over the facilities Such visits shall be
conducted in a manner so as to cause minimum interference with the performance of
CONTRACTOR s responsibilities hereunder All persons conducting such visits shall
provide appropriate identification and shall comply with CONTRACTORs established
safety rules and regulations
49 TRANSPORTATION OF ACCEPTABLE WASTE
The CONTRACTOR shall be responsible for all transportation of Acceptable Waste
except White Goods and tires once it has been accepted for disposal at the Transfer
Stations The CONTRACTOR shall transport Electronics to the COUNTY facility
designated by Authorized Representative The CONTRACTOR may transpmt
Constmction and Demolition Debris to a permitted facility of its choosing The
CONTRACTOR shall transpmt all other Acceptable Waste to the Spring Hill Regional
Landfill and shall have the duty to ensure that the transportation will be performed in
accordance with applicable regulations and will be prompt safe and efficient Upon
approval by the Authorized Representative the CONTRACTOR may transpmt
Acceptable Waste to a different permitted facility If such facility is closer to Okaloosa
County than the Spring Hill Regional Landfill the CONTRACTOR and COUNTY shall
negotiate a co=ensurate rate adjustment
410 PROCESSING OF RECYCLABLE MATERIALS
The CONTRACTOR shall be responsible for all transportation and processmg of
Recyclable Materials accepted at the Recycling Facility
411 RECORDKEEPING AND REPORTING
4111 The CONTRACTOR records required herein shall be maintained in electronic
database format utilizing Microsoft software or in a format approved by the
Okaloosa County Transfer Contract_Final Page 18 of 52
Authorized Representative The databases shall be readily available for inspection
by the COUNTY at any time during normal operating hours and information in
the records shall be shared with the COUNTY upon request
4112 The CONTRACTOR shall weigh and record all inbound and outbound vehicles
carrying materials including transfer trucks at the Fort Walton Beach Transfer
Station and Recycling Facility Each vehicle delivering waste or Recyclable
Materials shall be properly identified and authorized in a manner satisfactory to
the COUNTY and CONTRACTOR Weights of all waste and Recyclable
Materials shall be recorded in the COUNTYs WasteWorks system
4113 The weight of Acceptable Waste and Recyclable Materials shall be determined
using the weigh scales at the facility The CONTRACTOR shall at regular
intervals test the accuracy of the weigh scales such testing shall occur at least
once every ninety (90) Days The test records for the term of this Agreement shall
be kept on file in the scale house at the facility
4114 The CONTRACTOR shall maintain the original weight records that identify the
vehicles the time of weighing( s) and the tare weights of the vehicles for a period
of five (5) years after which CONTRACTOR may dispose of such records The
CONTRACTORs records so developed will be used as a basis for calculating
quantities of waste and Recyclable Materials and shall be subject to review
including spot checking by the COUNTY at its discretion on site or made
available to the COUNTY at such times as it may reasonably request Required
records in this category include but are not limited to itemized statements of the
amount of Acceptable Waste delivered to the Transfer Stations as further defmed
in Article 4
4115 The COUNTY shall be entitled to have its designated representatives at the
Transfer Stations and Recycling Facility at all times and CONTRACTOR shall
designate a suitable site for an office if required by COUNTY The COUNTY
shall further have the right to station its employees at all weigh scales to verify the
Okaloosa County Transfer Contract_Final Page 19 of52
correctness of the weight records and the CONTRACTOR shall provide
reasonable space for said employees
4116 The CONTRACTOR shall provide the Authorized Representative with its internal
tonnage report which shall include all waste delivered to the Transfer Stations
and all Recyclable Materials delivered to the Recycling Facility Tonnage shall
be broken down by material type and source of generationdelivery with all waste
and Recyclable Materials collected within the COUNTYs Franchise Area clearly
noted For Recyclable Materials collected within the COUNTYs Franchise Area
the CONTRACTOR shall provide an estimate of the breakdown of such material
by commodity Such report shall be submitted in electronic format within seven
(7) Days after the end of each month
412 TRANSITION
4121 The CONTRACTOR shall cooperate with the COUNTY or its designated
contractor during any transition period at the end of this Agreement Such
cooperation includes but is not limited to allowing site visits of the facilities by
the COUNTY or its contractor with advance notice and ensuring all facilities are
in Required Tum Back Condition pursuant to Paragraph 41
4122 The CONTRACTOR shall transfer all active facility permits for the Transfer
Stations and Recycling Facility to the COUNTY or its designated contractor as
requested by the COUNTY in a timely manner so as to avoid any disruption of
service
ARTICLES CONTRACTORS COMPENSATION
51 BASE RATE
The combined total rate for Acceptable Waste handling transportation and disposal paid
to the CONTRACTOR by the COUNTY shall be $3677 per Ton ofrep011ed and verified
waste receipts with the exception of Recyclable Materials Special Waste or
Okaloosa County Transfer Contract_Final Page20 of52
Construction and Demolition Debris managed at the facilities This rate shall take effect
on the Commencement Date of this Agreement and shall continue without adjustment
through September 30 2011
52 RATE ADJUSTMENTS
On October I 2011 and October 1 of each subsequent Contract Year of this Agreement
the CONTRACTORs base rate as provided in Paragraph 51 shall be adjusted
accmding to the following methodology as further explained in Exhibit C seventy
percent (70) of the rate shall be adjusted based on seventy-five percent (75) of the
percentage change in the CPI for the twelve (12) months ending on the preceding June
30ili and thirty percent (30) of the rate shall be adjusted based on the percent change in
the US Department of Energy Fuel Index for the previous twelve (12) months ending on
the preceding June 30ili The total rate adjustment each year may not exceed two percent
(2) of the previous years rates
53 BILLING AND PAYMENT OF CONTRACTORS FEES
531 CONTRACTOR shall keep records of all Acceptable Waste received at the
Transfer Stations as described herein
532 CONTRACTOR shall invoice the COUNTY monthly for the handling
transportation and disposal fees as set forth herein for Acceptable Waste
received at the Transfer Stations This invoice must include detailed information
regarding waste receipts including Solid Waste Bulk Waste Special Waste
Recyclable Material Unacceptable Waste and Merchant Waste in a format
approved by the Authorized Representative Only waste receipts reported using
this format and verified by the COUNTY will be paid COUNTY shall pay such
invoices within thirty (30) Days from the date of invoice or request additional
info1mation if adequate information is not provided
Okaloosa County Transfer Contract_Final Page 21 of52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS
COUNTY shall be responsible for the setting and collection of charges associated with all waste
receipts except as provided herein
61 ACCEPTABLE WASTE
The rates charged for Acceptable Waste will be as established by COUNTY Ordinance
No 00-08 and any amendments thereto If a waste load is too small to be accurately
weighed by the Transfer Stations weigh scales a flat rate shall be charged to the
customer per vehicle as established by COUNTY Ordinance No 00-08 and any
amendments thereto
62 SPECIAL WASTE
CONTRACTOR shall be responsible for setting rates associated with Special Waste
63 CONSTRUCTION AND DEMOLITION DEBRIS
CONTRACTOR shall use its best efforts to deliver a mmnnum of 1000 Tons of
Construction and Demolition Debris (CampD) per month to the Transfer Stations
collectively The COUNTY shall charge the CONTRACTOR a Ten Dollar ($1000) per
Ton host fee for all CampD material delivered to the Transfer Stations This CampD material
shall not be subject to any additional charges or Costs including tipping fees by the
COUNTY to the CONTRACTOR
64 RECYCLABLE MATERIALS
Recyclable Materials delivered by or on behalf of the COUNTY Incorporated
Municipalities or by private citizens directly or collected by the CONTRACTOR from
Commercial Business Establishments in the COUNTY will be accepted at no charge
The CONTRACTOR may negotiate Recyclable Materials processing fees with other
entities delivering such materials to the Recycling Facility
Okaloosa County Transfer Contract_ Final Page22 of52
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS
71 COUNTY RECYCLABLE MATERIALS
The CONTRACTOR shall pay the COUNTY revenue for each Ton of Recyclable
Materials delivered by or on behalf of the COUNTY to the Recycling Facility as follows
711 Each month the CONTRACTOR shall calculate the Average Market Value
(AMV) of Recyclable Materials defined as the sum of commodity prices (US
Dollar per Ton) posted on the first week of the month for the Southeast USA in
SecondaryMaterialsPricingcom and SecondaryFiberPricingcom multiplied by
the composition of the Recyclable Materials as defmed in Table 1 Exhibit D
provides an example ofthis calculation
Table 1
Composition ofRecyclable Materials and Market Indexes for Determining AMV
lVIaterial Index Description Percentale Newspaper (ONP) PSI 8 Baled FOB sellers dock 5260 Corrugated Cardboard (OCC) PSI 11 Baled FOB sellers dock 1130 Mixed Paper PSI 1 Baled FOB sellers dock 460 Aseptic Containers NIA 000 Aluminum Cans Aluminum Cans Sorted and Baled Delivered 170 Steel Cans Steel Cans Sorted and Baled Delivered 230 PET PET Baled Picked Up 460 HDPE (Natural) Natural HDPE Baled Picked Uo 090 HDPE (Colored) Colored HDPE Baled Picked Up 180 Clear Glass Flint Delivered 830 Green Glass Green Delivered 450 Brown Glass Amber Delivered 490 Contamination NIA 250
712 Each month the CONTRACTOR shall pay revenue to the COUNTY based on
the AMV equal to the total Tons of Recyclable Materials delivered by or on
behalf of the COUNTY multiplied by the revenue payment in Table 2 The
revenue payment in Column A will be in effect through March 31 2013 and that
in Column B will be in effect after that date If a Mate1ials Recovery Facility
Okaloosa County Transfer Contract_Final Page23 of52
(MRF) is developed by the CONTRACTOR within a 200 mile radius of the
COUNTY prior to March 31 2013 the revenue payment in Column B will go
into effect when such MRF becomes operational
Table 2
Per Ton Revenue Payment to COUNTY Based on AMV
Avera2e Market Value COLUMN A COLUMNB
Low Hi2h
Revenue Payment to COUNTY ($Ton)
until March 31 2013
Revenue Payment to COUNTY($Ton)
after March 31 2013 lt$8001 $9000 $2000 $2000
$9001 $10000 $2000 $2500
$10001 $11000 $2000 $3000 $11001 $12000 $2000 $3500
$12001 $13000 $2500 $4000
$13001 $14000 $3000 $4500 $14001 $15000 $3500 $5000 $15001 $16000 $4000 $5500 $16001 $17000 $4500 $6000
$17001 $18000 $5000 $6500 $18001 $19000 $5500 $7000 $19001 $20000 $6000 $7500
$20001 $21000 $6500 $8000 $21001 $22000 $7000 $8500
$22001 gt$23000 $7500 $9000
713 No later than the fifteenth (15th) Day of each month the CONTRACTOR shall
submit a Monthly Payment Report in a format approved by the Authorized
Representative for the previous calendar month detailing the calculation of each
revenue payment and the total revenue payment due to the COUNTY Said
revenue payment shall be remitted to the COUNTY within thirty (30) Days from
the end of the month for which the payment is being made
714 The CONTRACTOR may request a study to measure the composition of
Recyclable Materials utilized to calculate the AMV pursuant to Paragraph 7 1
Okaloosa County Transfer Contract_Final Page 24 of52
Table I of this Agreement such request being subject to approval by the
COUNTY If approved by the COUNTY the CONTRACTOR and COUNTY
shall jointly develop a methodology and cost estimate to conduct the composition
study The final methodology and selection of the Independent Third Party to
conduct the study must be approved by the Authorized Representative The
parties shall share equally in paying for the cost of the study Study results are
subject to final approval by the Authorized Representative Once approved
adjustments to the composition of Recyclable Materials shall become effective for
the following month and remainder of the term of the Agreement or until further
adjusted in accordance with this article
72 OTHER RECYCLABLE MATERIALS
The CONTRACTOR will remit $20 per Ton of Recyclable Material received at the
Recycling Facility that is not subject to Paragraph 71 with the exception of Recyclable
Materials not generated in Okaloosa County
ARTICLE 8 PERFORMANCE BOND
The CONTRACTOR shall furnish to the COUNTY a performance bond issued by a surety
licensed to do business in the State of Florida for the faithful performance of the Agreement and
all obligations arising hereunder The performance bond shall be made payable in favor of
Okaloosa County Florida or in lieu thereof pay to the COUNTY the sum of $200000000 A
complete bond shall be issued at least thirty (30) Days prior to the Commencement Date of this
Agreement
ARTICLE 9 LIQUIDATED DAMAGES
If the CONTRACTOR does not substantially fulfill its obligations under this Agreement the
COUNTY shall provide written notice to the CONTRACTOR of specific areas of deficiency
Examples of such deficiencies include but are not limited to the following
Okaloosa County Transfer Contract_Final Page 25 of 52
(a) Violation of environmental laws
(b) Inadequate litter control at the Transfer Stations andor the Recycling Facility Adequate
litter control is defined as minimizing litter leaving the site and the collection of off-site
and on-site litter at the end of every business day
(c) Failure to remove Solid Waste from the transfer station tipping floor in accordance with
FRANCHISEEs operating permits
(d) Other conditions created by the CONTRACTOR that could impact public health and
safety and
(e) Poor maintenance of the Transfer Stations and Recycling Facility and equipment
resulting in a poor public image of the facilities
The CONTRACTOR shall initiate reasonable steps to correct these deficiencies within seventyshy
two (72) hours of written notice If the CONTRACTOR does not initiate reasonable steps within
seventy-two (72) hours the COUNTY may at its discretion impose liquidated damages of $500
per Day until deficiencies are satisfactorily con-ected as determined by the COUNTY If the
CONTRACTOR has not con-ected these deficiencies within thirty (30) Days of receipt of written
notice the CONTRACTOR will be considered in default of the Agreement and the COUNTY
may terminate this Agreement and recover damages in the full amount of the performance bond
The COUNTY may assess liquidated damages pursuant to this Aliicle on a monthly basis and
shall at the end of each month notify the CONTRACTOR in writing of the liquidated damages
assessed and the basis for each assessment In the event the CONTRACTOR wishes to contest
such assessment(s) the CONTRACTOR shall within five (5) Days after receiving such notice
request in writing an opportunity to be heaimiddotd by the Board and present its defense to such
assessment(s)
The COUNTYs Authorized Representative shall notify the CONTRACTOR in writing of any
action taken with respect to CONTRACTORs claims and the decision of the Board will be final
Okaloosa County Transfer Contract_Final Page 26 of 52
ARTICLE 10 DEFAULT AND TERMINATION
The COUNTY may terminate this Agreement except as otherwise provided below in this
paragraph by giving CONTRACTOR fifteen (15) Days advance written notice upon the
happening of any one of the following events
(a) The CONTRACTOR fails to remedy deficiencies as noted in Article 9 within
thirty (30) Days of receipt ofwritten notice by the COUNTY
(b) The CONTRACTOR takes the benefit of any present or future insolvency statute
or shall make a general assigmnent for the benefit of creditors or file a voluntary
petition in bankruptcy or a petition or answer seeking readjustment of its
indebtedness under the Federal United States or any state thereof or consent to
the appointment or a receiver trustee or liquidator of all or substantially all of its
property or
(c) By order or decree of a court the CONTRACTOR shall be adjudged bankrupt or
an order shall be made approving a petition filed by any of its creditors or by any
of the Stockholders of the CONTRACTOR seeking its reorganization or the
readjustment of its indebtedness under federal bankrnptcy laws or under any law
of statute of the United States or of any state thereof provided that if any such
judgment is stayed or vacated within sixty ( 60) Days after the entry thereof any
notice of cancellation shall be and become null void and of no effect or
(d) By or pursuant to or under authority of any legislative act resolution or rule or
any order or decree of any cornt or government board agency or office having
jurisdiction a receiver trustee or liquidator shall take possession or control of all
or substantially all of the property of the CONTRACTOR and such possession of
control shall continue in effect for a period of sixty ( 60) Days or
(e) The CONTRACTOR shall voluntarily abandon desert or discontinue its
operation hereunder granted
Okaloosa County Transfer Contract_Final Page 27 of52
Then such shall be considered a material breach of this Agreement and the Authorized
Representative shall notify the CONTRACTOR in writing of the breach If within a period of
fifteen (15) Days the CONTRACTOR has not eliminated the conditions considered to be a
breach of contract or having so co=enced shall fail thereafter to continue with diligence the
cming thereof the Authorized Representative shall notify the Board
After these fifteen (15) Days the COUNTY can cause the CONTRACTOR to be obligated to pay
the COUNTY the amount specified in the bond and has the authority to terminate this
Agreement
ARTICLE 11 INSURANCE
111 CONTRACTORS INSURANCE
1111 The CONTRACTOR shall not co=ence any work in connection with this
Agreement until he has obtained all required insurance and such insurance has
been approved by the Okaloosa County Risk Management Director
1112 All insurance policies shall be with insurers licensed to do business in the State of
Florida and any insuring company is required to have a rnininimn rating of A
Class X in the Best Key Rating Guide published A M Best amp Co Inc
1113 All insurance shall include the interest of all entities names in and its respective
agents consultants servants and employees of each and all other interests as may
be reasonably required by Okaloosa County as Additional Insured The coverage
afforded the Additional Insured under this policy shall be primary insurance If
the Additional Insured have other insurance that is applicable to the loss such
other insurance shall be on an excess or contingent basis The amount of the
companys liability under this policy shall not be reduced by the existence of such
other insurance
Okaloosa County Transfer Contract_Final Page 28 of 52
1114 The County of Okaloosa shall be listed as Additional Insured by policy
endorsement on all insurance contracts applicable to this Agreement except
Workers Compensation and Professional Liability
1115 The County of Okaloosa shall be furnished proof of coverage by certificates of
insurance (COI) and endorsements for every applicable insurance contract
required by this Agreement The COI s and policy endorsements must be
delivered to the Autho1ized Representative not less than ten (10) Days prior to the
commencement of any and all contractual agreements between the County of
Okaloosa and the CONTRACTOR
1116 The COUNTY shall retain the right to reject all insurance contracts that do not
meet the requirement of this Agreement Further the COUNTY reserves the right
to change these insurance requirements with 60-Day notice to the
CONTRACTOR
1117 The insurance definition of Insured or Additional Insured shall include
Subcontractors Sub-subcontractors and any associated or subsidiary companies
of the CONTRACTOR which are involved and which is a part of the contract
1118 The COUNTY reserves the right at any time to require the CONTRACTOR to
provide certified copies of any insurance policies to document the insurance
coverage specified in this Agreement
1119 The designation of CONTRACTOR shall include any associated or subsidiary
company which is involved and is a part of the contract and such if any
associated or subsidiary company involved in the project must be named in the
Workers Compensation coverage
111IOAll policies shall be written so that the COUNTY will be notified of cancellation
or restrictive amendments at least thirty (30) Days prior to the effective date of
such cancellation or amendment Such notice shall be given directly to the
Authorized Representative
Okaloosa County Transfer Contract_Final Page 29 of 52
112 WORKERS COMPENSATION INSURANCE
1121 The CONTRACTOR shall secure and maintain during the life of this agreement
Workers Compensation insurance for all of his employees employed for the
project or any site connected with the work including supervision administration
or management of this project and in case any work is sublet with the approval
of the County of Okaloosa the CONTRACTOR shall require the Subcontractor
similarly to provide Workers Compensation insurance for all employees
employed at the site of the project and such evidence of insurance shall be
furnished the County of Okaloosa not less than ten (10) Days prior to the
conunencement of any and all subcontractual agreements which have been
approved by the County of Okaloosa
1122 Such insurance shall comply with the Florida Workers Compensation Law
1123 No class of employee including the CONTRACTOR himself shall be excluded
from the Workers Compensation insurance coverage The Workers
Compensation insurance shall also include Employers Liability coverage
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE
1131 The CONTRACTOR shall maintain Business Automobile Liability insurance
coverage throughout the life of this Agreement The insurance shall include
Owned Non-owned amp Hired Motor Vehicle coverage
1132 The CONTRACTOR shall carry other Conunercial General Liability insurance
against all other Bodily Injury Property Damage and Personal and Advertising
Injury exposures The coverage shall include both On- and Off-Premises
Operations Contractual Liability Board Form Property Damage and
Professional Liability
1133 All liability insurance ( other than Professional Liability) shall be written on an
occurrence basis and shall not be written on a claim-made basis If the insurance
Okaloosa County Transfer Contract~Final Page 30 of 52
is issued with an aggregate limit of liability the aggregate limit of liability shall
apply only to the locations included in this Agreement If as the result of any
claims or other reasons the available limits of insurance reduce to less than those
stated in the Limits of Liability the CONTRACTOR shall notify the Authorized
Representative in writing The CONTRACTOR shall purchase additional liability
insurance to maintain the requirements established in this Agreement Umbrella
or Excess Liability insurance can be purchased to meet the Limits of Liability
specified in this Agreement
1134 Commercial General Liability coverage shall be endorsed to include the
following
Premises - Operation Liability
Occurrence Bodily Injmy and Property Damage Liability
Independent CONTRACTORs Liability
Completed Operations and Products Liability
1135 CONTRACTOR shall agree to keep in continuous force Commercial General
Liability coverage including Completed Operations and Products Liability for two
(2) years beyond acceptance ofproject
114 LIMITS OF LIABILITY
The insurance required shall be written for not less than the following or greater if
required by law and shall include Employers liability with limits as prescribed in this
contract
LIMIT
A Workers Compensation
(1) State Statut01y
(2) Employers Liability $1000000 each accident
B Business Automobile amp Commercial $1000000 each occurrence
General Liability Insurance (A combined single limit)
C Personal and Adve1tising Injury $250000
D Pollution Liability $10000000 each occurrence
Okaloosa County Transfer Contract_Final Page 31 of 52
115 NOTICE OF CLAIMS AND LITIGATION
The CONTRACTOR agrees to report any incident or claim that results from performance
of this Agreement The COUNTY representative shall receive written notice in the form
of a detailed written repmi describing the incident or claim within ten ( 10) Days of the
CONTRACTORs knowledge In the event such incident or claim involves injury andor
property damage to a third party verbal notification shall be given the same Day the
CONTRACTOR becomes aware of the incident or claim followed by a written detailed
report within ten (10) Days of verbal notification
116 INDEMNIFICATION AND HOLD HARMLESS
To the fullest extent permitted by law CONTRACTOR shall indemnify and hold
harmless COUNTY its officers and employees from liabilities damages losses and
Costs including but not limited to reasonable attorney fees to the extent caused by the
negligence recklessness or intentional wrongful conduct of the CONTRACTOR and
other persons employed or utilized by the CONTRACTOR in the performance of this
contract
117 CERTIFICATES OF INSURANCE
1171 Certificates of insurance in duplicate indicating the job site and evidencing all
required coverage must be submitted to and approved by Okaloosa County prior
to the commencement of any of the work The certificate holder(s) shall be as
follows
Okaloosa County
602-C No1ih Pearl Street
Crestview Florida 32536
1172 All policies shall expressly require thirty (30) Days written notice to Okaloosa
County at the address set out above or the cancellations of material alterations of
such policies and the Certificates of Insurance shall so provide
Okaloosa County Transfer Contract_Final Page32 of52
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
~c~-middotmiddot
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John W Minger 1350 E John Sims Pkwy Niceville FIorida 32578
Ill 1lfllnffl 1ftmot ~ _ - 1o
amp i In lb J shy bulli lo amp r- b poJNr otlaquon t~lo Jul ou1Mtfwl IM da and ffJ loo Ulfffilffl
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wmiddotM~middot7J middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot ~
Lois Jones STATE OF Flori COUNTY OF Ca]oosa
I HlllampIY CIATIFY lhfl on 1hi1 day btfor me an olfictt d11l1 nliltelbld middot in 11M $1amp11 afOffllid ampnd In 1M Cova11 alonuid to Ille UkllllMtiplfntt ptllDIUIU apptAltclJlh If 1111gar poundKee Vice President ~Jleve1opnmtt Ollpiey Inc
FILEtl 1247660 OKALOOSA COUNTYFLORIDA
I
R~D1 MAR 11 1993 8 3144 PM NEWNAN C BRACKIN CLERK
I
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MADAUIOJ1CESUllLY 2U-111l
1Jlll 1arnntg Jnd Mad and txoeuttd th 12th J February A D 19 92 amp
Northgate DeVelomicrorent Canpany Inc
bull -11on unJ tho 1w f Florida ino -1 i o fufnnbull 1350 E John Sims Pkwy Niceville FL 32578 ~naff1r colW tiamp gronlor lo Okaloosa Board of County Cctrmissioners
colioi potoltc ddr u Okaloosa County courthouse OFFICIAL RECORDS Crestview Fl 32536 BK 1732 PG 486
InaIn cglfd tM pontH
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LEXAL DESCRIPrIOO CCHoIDvCIN3 at the concrete nonurrent (1980 FAFB) rrarking the NW corner of the NE ( ~f section 8 lbwnship 2 South Range 24 West Okaloosa Co1lllty Florida run S88-2048E along the north boundacy thereof 62500 feet to a concrete mgtrnnEnt numbered 3501 thence S03deg00 1 181w 20006 feet to a concrete rronurrent mmtered 3501 and the POINI OF BEGINNIIlaquo thence continue S03deg00 1 l811W 6602 feet to a concrete mmUOOlt numbered 3501 thence S88deg2048 11E 113000 feet to a ooncrete nonument mmbered 3501 on the weseerly right-of-way line of the Hill Avenue Extension AKA Freedan-Way thence N07deg1545 11E along said right-of-way line 6632 feet to a concrete rromment nurrbered 3501 thence N88deg2048W 113493 feet to the POINT OF BffiINNING Containing 172 acres nore or less SUbject to easanent of record ittls property is to be used as county maintained road
Togtlfatr wfll oU 1k l1Mriuntt lrcll10ffl9ftlt csnd PurffflGICff -- ~ or M - wlte appertlllrdnf
to llaue and hi ltlld i 1=
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I
MADAIIIS OrPICE SUPPLY -2138113 WAHANff OUO =01-iunON
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Northgate Develomicronent company Inci
J IIbull i pi oA carpofGflon bulldlllnQ unJ IA ruw al Florida lutiMti 1111 203 John C Sims Parkway Niceville Florida 32578 Ibullmiddotmiddotmiddotmiddot -~ 1bull1elnoflf cauJ 11 grontor to
1affelnotr eatrlaquol rr glllllfN
1tflbttsStlh Tlw IM bullmiddot o J In eondJlon o If wn o I 1000 J olr valuofI conttdtfoUoru NmlPl whro lf Jarfy aclinowiJaJ b t-bullbull pNtenb do oad NlValn U isbm w111Ue Nto mn1M1 and confmn unlo 1M granfN call IIat ctdn Lind uuue Oi Okaloosa Counl Florida ~Iamp
LFGAL DFSCRIPrION PARCEL B BEGINNING at the concrete monument marking (1980 JilFB) the NW corner of the NE of Section 8 Township 2 South Range 24 West Okaloosa OJunty Florida run S88deg20 14811 E along the north boijndary thereof 62500 feet to a concrete monunent numbered 3501 tBence S03 001 l81W 46000 feet to a concrete monument numbered 3501 thence N88 2048W 62500 feet to a concrete monument num~red 3501 on the west boundary of the aforesaid NE~ of Section 8 thence N03 0018E along said west boindary 46000 feet to the POINT OF BEGINNING Containing 660 acres more or less middot
Togtlhff WlH apparialnlRQ
To llaue and to Bold 1 r ff Bod th gPIWOr h-b oo-- wllfa ald a~ 1Jm U t lcwuil bullefud ol Mid land tn bull
bnp1 IIal II lo good ~hi J lwul owlori1 lo ll J con- 4JJ IonI Ml U _ vll _ n111u 11a ml fo rdd kI iiil w-lU df=rd tL ==-~~ ~e ~ Luof2J c~ of all~ wAaRUatNr
and duat old land t Ne ol cU encwnLroncu FLORIDA DOCUMENTARY STAMP TAX REQUIRED BY LAW IN THE AMOUNT OF IJVe(Sdeg1AS BEEN P bull NEWMAN C BR CKIN CLERK OKAL COU TY B DC
~0~~ ohn wbull MingerL ExecbullVice Pres-middotmiddotmiddot
IPACl ULOW 01 IKO-flgtIH VU
I HERampBY CERTIFY thn on thibull dar bdou me an officer dulr authoriud in 1hc Stilt aforuald and in the County alorruid to ukc ucknowlrd~mn11 pcnonbullllr appnrtd
John w Minger Exec Vice Pres Northgate Developnent Ompany Inc
RCD1 OCT 23 1989 NEWMAN C BRACKIN
FILElt 1058478 OKALOOSA COUNTYFL0R1DA
r Waste Management Inc of Florida
w~o11 poatollH addra U 500 Cypress Creek Road West Suite 300 Fort Lauderdale Florida 33309
I
t
I
l I [ L_) middot
r r
I 251 PM f-
CLERK i
-
EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS that each of the entities listed on Exhibit A attached hereto (individually the Corporation) has constituted and appointed and does hereby constitute and appoint Marc W Boots Richard Covington Mark W Edwards II Robert R Freel Mary Ann Garcia Vickie Lacy PT Osburn Alisa B Pounders Stephen R Smith and Maria D Zuniga of McGriff Seibels amp Williams of Texas Inc each its true and lawful Attorney-in-fact to execute under such designation in its name and to affix its corporate seal to deliver for and on its behalf as surety thereon or otherwise bonds of any ofthe following classes to wit
I Snrety bonds to the United States of America or any agency thereof including lease and miscellaneous surety bonds required or permitted under the laws ordinances or regulations of any State City Town Village Board or any other body or organization public or private
2 Bonds on behalf of contractors in connection with bids proposals or contracts
The foregoing powers granted by the Corporation shall be subject to and conditional upon the written direction of any officer ( or any designee of any such officer) to execute and deliver any such bonds
The signatures and attestations of such Attorneys-in-fact and the seal of the Corporation may be affixed to any such bond policy or to any certificate relating thereto by facsimile and any such bond policy or certificate bearing such facsimile signatures or facsimile seal shall be valid and binding upon the Corporation when so affixed
IN WITNESS WHEREOF the Corporation has caused these presents to be signed by its Vice President Finance and Treasurer and its corporate seal to be hereto affixed this c73rcl day of
fltRkVkr 2010
Witness Waste Management Inc
Director Financial Ass Cherie C Rice Vice President Finance and Treasurer
Revised 121609
Affiliate Entity Report
Name
0842463 BC Ltd
1-800-Pack-Rat LLC
1329409 Ontario Inc
2M Investments LLC
3368084 Canada Inc
635952 Ontario Inc
Acaverde SA de CV
Acaverde Servicios SA de C V
Advanced Environmental Technical Services LLC
Akron Regional landfill Inc
Alabama Waste Disposal Solutions LLC
Alliance Sanitary Landfill Inc
Alpharetta Transfer Station LLC
American Landfill lnc
American RRT Fiber Supply LP
Anderson Landfill Inc
Antelope Valley Recycling and Disposal Facility Inc
Arden Landfill Inc
Atlantic Waste Disposal Inc
Automated Salvage Transport Co LLC
Auxiwaste Services SA
Avalon South LLC
Avalon Southwest Inc
Azusa Land Reclamation Inc
BampB Landfill Inc
Barre Landfill Gas Associates LP
Beecher Development Company
Bestan Inc
Big Belly Solar Inc
Big Dipper Enterprises Inc
Bluegrass Containment LLC
Burnsville Sanitary Landfill Inc
CampC Disposal LLC
CID Landfill Inc
CA Newco LLC
Cal Sierra Disposal
California Asbestos Monofill Inc
Canadian Waste Services Holdings Inc
Capital Sanitation Company
Capitol Disposal Inc
Carolina Grading Inc
Cedar Ridge Landfill Inc
Central Disposal Systems Inc
Chadwick Road Landfill Inc
Chambers Clearview Environmental Landfill Inc
Chambers Development Company Inc
Chambers Development of Ohio Inc
Chambers of Georgia Inc
Chambers of Mississippi lnc
Chemical Waste Management of Indiana LLC
Chemical Waste Management of the Northwest Inc
Chemical Waste Management Inc
8312010 83532 AM
Active Legal Entities
Federal ID No
20-2107163
NA-0000001
87-0681820
NA-0000003
NA-0000005
NA-0000010
NA-0000011
36-4016575
31-1595650
76-0641853
23-2383025
20-1457486
34-1355783
23-2790769
76-0590137
95-3344381
25-1249512
36-3852536
04-3735644
NA-0000013
26-3549579
26-2817237
95-2908438
20-1469925
06-1438474
36-3381285
NA-0000017
33-1056366
45-0325454
76-0641298
41-1882463
20-1289317
16-1091396
35-2228276
94-2349727
68-0232434
NA-0000020
88-0121888
76-0638591
57-0923608
62-1727570
42-0995450
58-1798581
25-1652556
25-1214958
51-0396835
58-2397639
25-1628285
36-4067587
91-1089393
36-2989152
State of Entity Type Incorporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Limited Partnership
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Limited Partnership
Joint Venture
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Limited liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited liability Company
Corporation
Corporation
British Columl
Delaware
Ontario
Utah
Canada
Ontario
Mexico
Mexico
Delaware
Delaware
Alabama
Pennsylvania
Georgia
Ohio
Pennsylvania
Delaware
California
Pennsylvania
Delaware
Delaware
France
Delaware
Delaware
California
Delaware
Delaware
Illinois
Quebec
Delaware
North Dakota
Delaware
Minnesota
Georgia
New York
Delaware
California
California
Ontario
Nevada
Alaska
South Carolin
Delaware
Iowa
Georgia
Mississippi
Delaware
Ohio
Delaware
Mississippi
Delaware
Washington
Delaware
Page I
Affiliate Entity Report Active Legal Entities State of
Name Federal ID No Entity Type Incorporation
Chesser Island Road Landfill Inc 58-2364490 Corporation Georgia
City Disposal Systems Inc 38-3407001 Corporation Delaware
City Environmental Services Inc of Waters 38-3020069 Corporation Michigan
City Environmental Inc 38-3407576 Corporation Delaware
Cleburne Landfill Company Corp 59-3069374 Corporation Alabama
Coast Waste Management Inc 95-2557952 Corporation California
Connecticut Valley Sanitary Waste Disposal Jnc 04-2796580 Corporation Massachusett
Conservation Services Inc 84-0915035 Corporation Colorado
Continental Waste Industries Arizona Inc 22-3146904 Corporation New Jersey
Corporate Housing Initiatives II Limited Partnership 52-1854657 Limited Partnership Delaware
Coshocton Landfill Inc 31-1214800 Corporation Ohio
Cougar Landfill Inc 76-0211843 Corporation Texas
Countryside Landfill Inc 36-2838336 Corporation Illinois
CR Grdup LLC 87-0629120 Limited Liability Company Utah
Cuyahoga Landfill Inc 76-0680495 Corporation Delaware
CWM Chemical Services LLC 36-4203347 Limited Liability Company Delaware
Dafter Sanitary Landfill Inc 38-2754804 Corporation Michigan
Dauphin Meadows Inc 23-2390183 Corporation Pennsylvania
Deep Valley Landfill Inc 23-2886200 Corporation Delaware
Deer Track Park Landfill Inc 39-1802678 Corporation Delaware
Del Alma Landfill LLC 74-3055347 Limited Liability Company Delaware
Delaware Recyclable Products Inc 51-0334417 Corporation Delaware
Dickinson Landfill Inc 76-0325384 Corporation Delaware
Disposal Service Incorporated 55-0618479 Corporation West Virginia
DLA Investments Inc 20-4595489 Corporation Florida
Dominium Opportunity Fund A California Limited Partnership 95-4507794 Limited Partnership California
Downtown Diversion Inc 80-0069661 Corporation California
EC Waste Inc 66-0523535 Corporation Puerto Rico
Earthmovers LandfiH LLC 61-1342591 Limited Liability Company Delaware
East Liverpool Landfill Inc 34-1637446 Corporation Ohio
Eastern One Land Corporation 76-0695122 Corporation Delaware
Eco-Vista LLC 72-1541909 Limited Liability Company Arkansas
eCycling Services LLC 38-3684879 Limited Liability Company Delaware
El Coqui Landfill Company Inc 66-0555785 Corporation Puerto Rico
El Coqui Waste Disposal Inc 76-0480500 Corporation Delaware
ELDA Landfill Inc 76-0639272 Corporation Delaware
Elk River Landfill Inc 41-1283941 Corporation Minnesota
Enerkem Inc Corporation Quebec
Envirofil of Illinois Inc 37-0957555 Corporation Illinois
Evergreen Landfill Inc 76-0472693 Corporation Delaware
Evergreen National Indemnity Company UK-0000142 Corporation Ohio
Evergreen Recycling and Disposal Facility Inc 76-0638587 Corporation Delaware
Farmers Landfill Inc 43-0863680 Corporation Missouri
Feather River Disposal Inc 06-1479349 Corporation California
Gl Industries 87-0430285 Corporation Utah
GA Landfills Inc 58-2293782 Corporation Delaware
Gallia Landfill Inc 31-1509605 Corporation Delaware
Garnet of Maryland Inc 52-1916417 Corporation Maryland
Gateway Transfer Station LLC 20-1457460 Limited Liability Company Georgia
Georgia Waste Systems Inc 58-1028526 Corporation Georgia
Gestion Des Rebuts DMP Inc NA-0000033 Corporation Quebec
Giordano Recycling LLC 20-2098765 Limited Liability Company Delaware
8312010 83532 AM Page 2
Affiliate Entity Report Active Legal Entities State of
Name Federal ID No Entity Type Incorporation
Glades Landfill LLC
Glens Sanitary Landfill Inc
Grand Central Sanitary Landfill Inc
Greenbow LLC
Grupo WMX SA De CV
Guadalupe Mines Mutual Water Company
Guadalupe Rubbish Disposal Co Inc
Guam Resource Recovery Partners LP
Ham Lake Haulers Inc
Harris Sanitation lnc
Harvest Power Inc
Harwood Landfill Inc
Hedco Landfill Limited
High Mountain Fuels LLC
Hillsboro Landfill Inc
Holyoke Sanitary Landfill Inc
IN Landfills LLC
Jahner Sanitation Inc
Jay County Landfill LLC
JFS (UK) Limited
Kand W Landfill Inc
Kahle Landfill Inc
Keene Road Landfill Inc
Kelly Run Sanitation lnc
Key Disposal Ltd
KeyCorp Investment Limited Partnership
King George Landfill Properties LLC
King George Landfill Inc
La Quinta MedicalCommercial Plaza Ltd
Lakeville Recycling LP
Land Reclamation Company Inc
Land South Holdings LLC
Landfill Services of Charleston Inc
Laurel Highlands Landfill Inc
LCS Services Inc
Liberty Landfill LLC
Liberty Lane West Owners Association
Liquid Waste Management Inc
LongleafCampD Disposal Facility Inc
Longmont Landfill LLC
Looney Bins lnc
MSTS Inc
Mahoning Landfill Inc
Mass Gravel Inc
Mc Ginnes Industrial Maintenance Corporation
McDaniel Landfill Inc
McGill Landfill Inc
Meadowfifl Landfill Inc
Michigan Environs Inc
MicroGREEN Polymers Inc
Midwest One Land Corporation
Minneapolis Refuse Incorporated
8312010 83532 AM
73-1630187
38-2065407
23-2049337
05-0605713
NA-0000039
77-0398278
95-2746842
36-4149976
41middot1704537
59-1219741
52-1637402
NA-0000040
26-2268599
93-0760239
04-2481863
61-1342588
45-0410330
61-1342592
NA-0000044
38-2504167
43-1682575
59-2044226
25-1696669
NA-0000045
34-1783428
27-0747734
54-1632805
95-4357859
36-3730138
36-3640284
20-5908782
55-0731302
25-1640583
55-0673745
61-1342590
36-4163829
95-2779930
59-3598129
36-4551803
95-4704325
36-3542321
34-1047662
04-3117495
74-1532790
45-0399545
38-3076718
31-1509701
38-2434760
20-0606093
41-0972178
Limited Liability Company
Corporation
Corporation
Limited Liability Company
Corporation
Not For Profit Corporation
Corporation
Limited Partnership
Corporation
Corporation
Corporation Corporation
Corporation
Limited Liability Company
Corporation
Corpoi-ation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Limited Liability Company
Corporation
Limited Partnership
Limited Partnership
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Limited Liability Company
Not For Profit Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Florida
Michigan
Pennsylvania
Alabama
Mexico
California
California
Delaware
Minnesota
Florida
Delaware
Maryland
England
Delaware
Oregon
Massachusett
Delaware
North Dakota
Delaware
England
Michigan
Missouri
Florida
Pennsylvania
British Columl
Ohio
Virginia
Virginia
California
Delaware
Delaware
Delaware
West Virginia
Pennsylvania
West Virginia
Delaware
New Hampshi
California
Florida
Delaware
California
Delaware
Ohio
Massachusetl
Texas
North Dakota
Michigan
Delaware
Michigan
Washington
Delaware
Minnesota
Page 3
Affiliate Entity Report Active Legal Entities State of
Name Federal ID No Entity Type Incorporation
Modern-Mallard Energy LLC
Modesto Garbage Co Inc
Moor Refuse Inc
Mountain High Medical Disposal Services Inc
Mountain Indemnity Insurance Company
Mountainview Landfill Inc (MD)
Mountainview Landfill Inc (UD
Nassau Landfill LLC
National Guaranty Insurance Company of Vermont
New England CR LLC
New Milford Landfill LLC
New Orleans Landfill LLC
NHVT Energy Recovery Corporation
North Manatee Recycling and Disposal Facility LLC
Northwestern Landfill Inc
Nu-Way Live Oak Reclamation Inc
Oakridge Landfill Inc
Oakwood Landfill Inc
Okeechobee Landfill Inc
Ozark Ridge Landfill Inc
P amp R Environmental Industries LLC
Pacific Waste Management LLC
Palmetto Seed Capital Fund
Palo Alto Sanitation Company
Pappy Inc
Peltz HC LLC
Pen-Rob Inc
Penuelas Valley Landfill Inc
Peoples Landfill Inc
Peterson Demolition Inc
Phoenix Resources Inc
Pine Grove Landfill Inc (PA)
Pine Tree Acres Inc
PPP Corporation
ProCentury Corporation
Pulaski Grading LLC
Quail Hollow Landfill Inc
Questquill Limited
R amp B Landfill Inc
RAA Colorado LLC
RAA Trucking LLC
RCI Hudson Inc
Recycle America Co LLC
Recycle America Holdings Inc
Redwood Landfill Inc
Refuse Services Inc
Refuse Inc
Reliable Landfill LLC
Remote Landfill Services Inc
Reno Disposal Co
Resco Holdings LLC
Resource Control Composting Inc
8312010 83532 AM
57-1161216
94-1643145
33-0622768
20-2500293
03-0328445
25-1538716
76-0548746
37-1487482
36-3643755
04-3735642
76-0641312
38-3699690
02-0390004
26-0283104
52-2023458
68-0236308
25-1547187
57-0974474
25-1628636
71-0692520
04-3735653
98-0227312
57-0889130
94-1075868
52-1561430
UK-0000100
86-0504613
66-0560251
38-3406998
41-1625867
23-2483102
23-2388139
38-2544258
23-2146479
UK-0000026
76-0638043
62-1727567
98-0221631
25-1754371
20-2587942
39-2040612
04-3044820
04-3735636
72-1541913
94-1443150
59-1098850
88-0094235
73-1654400
62-1421307
88-0087833
20-0584193
04-3044833
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liilbility Company
Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Trust
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Limited Liability Company
Corporation
Delaware
California
California
Utah
Vermont
Maryland
Utah
Delaware
Vermont
Delaware
Delaware
Delaware
New Hampshi
Florida
Delaware
Delaware
South Carolin
South Carolin
Florida
Arkansas
North Carolin
Delaware
South Carolin
California
Maryland
Wisconsin
Arizona
Puerto Rico
Delaware
Minnesota
Pennsylvania
Pennsylvania
Michigan
Delaware
Ohio
Delaware
Delaware
United Kingdc
Georgia
Colorado
Wisconsin
Massachusen
Delaware
Delaware
Delaware
Florida
Nevada
Delaware
Tennessee
Nevada
Delaware
Massachusett
Page 4
Affiliate Entity Report Active Legal Entities
State of
Name Federal ID No Entity Type Incorporation
Resource Control Inc
Richland County Landfill Inc
Riegel Ridge LLC
Riverbend Landfill Co
Rolling Meadows Landfill Inc
RRT Design amp Construction Corp
RRT Empire of Monroe County Inc
RTS Landfill Inc
Rust Engineering amp Construction Inc
Rust Engineering (Thailand) Ltd
Rust International Inc
S amp J Landfill Limited Partnership
S amp S Grading Inc
S V Farming Corp
S4 Columbia Ridge Recovery LLC
S4 Energy Chambers Recovery LLC
S4 Energy Solutions LLC
Sanifill de Mexico (US) Inc
Sanifill de Mexico SA de CV
Sanifill Power Corporation
SC Holdings Inc
Serubam Servicos Urbanos E Ambientais Ltda
SES Bridgeport LLC
Shade Landfill Inc
Shanghai Environment Group Company Limited
Sierra Estrella Landfill Inc
Southern Alleghenies Landfill Inc
Southern One Land Corporation
Southern Plains Landfill Inc
Southern Waste Services LLC
Spruce Ridge Inc
Stony Hollow Landfill Inc
Suburban Landfill Inc
Terrabon Inc
Texarkana Landfill LLC
Texas Pack Rat - Austin 1 LLC
Texas Pack Rat - Dallas 1 LLC
Texas Pack Rat - Houston 1 LLC
Texas Pack Rat- Houston 2 LLC
Texas Pack Rat - Houston 3 LLC
Texas Pack Rat - San Antonio 1 LLC
Texas Pack Rat Service Company LLC
The Peltz Group LLC
The Waste Management Charitable Foundation
The Woodlands of Van Buren Inc
Thermal Remediation Solutions LLC
TNT Sands Inc
Trail Ridge Landfill Inc
T ransarnerican Waste Central Landfill Inc
Trash Hunters Inc
TrashCo Inc
Tri-County Sanitary Landfill LLC
8312010 83532 AM
04-2655361
58-1708996
56-2124210
93-0724866
76-0325383
16-1353118
16-1409567
58-1924102
63-1081016
NA-0000162
63-1081055
76-0404581
58-1858013
22-2976860
27-1892156
27-1372079
26-4136359
76-0419331
NA-0000070
76-0496422
36-2898300
NA-0000077
36-4057298
23-2886198
86-0717293
25-1249160
72-1534481
73-1384828
61-1342585
41-1591957
76-0638597
76-0638596
30-0239245
20-3668884
26-2054900
20-4572488
20-5227255
20-5227324
20-4572603
05-0545181
04-3073733
36-3791221
91-1865607
57-0937314
36-3667296
76-0463386
64-0852590
26-1885543
20-0937658
Corporation
Corporation
Limited Liability Company
Corporation Corporation
Corporation
Corporation
Corporation Corporation
Corporation
Corporation
Limited Partnership
Corporation Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Joint Venture
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Not For Profit Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Massachusett
South Carolin
North Carolim
Oregon
Delaware
Delaware
New York
Delaware
Delaware
Thailand
Delaware
Texas
West Virginia
New Jersey
Delaware
Delaware
Delaware
Delaware
Mexico
Delaware
Pennsylvania
Brazil
Delaware
Delaware
Peoples Rep1
Arizona
Pennsylvania
Delaware
Oklahoma
Delaware
Minnesota
Delaware
Delaware
Delaware
Delaware
Texas
Texas
Texas
Texas
Texas
Texas
Texas
Wisconsin
Delaware
Delaware
Oregon
South Carolin
Delaware
Delaware
Mississippi
Delaware
Delaware
Page 5
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No EntilyType Incorporation
TX Newco LLC 61-1468715 Limited Liability Company Delaware
United Waste Systems Leasing Inc 38-3324143 Corporation Michigan
United Waste Systems of Gardner Inc 04-3320949 Corporation Massachusett
USA South Hills Landfill Inc 25-1139448 Corporation Pennsylvania
USA Valley Facility Inc 23-2886199 Corporation Delaware
USA Waste Geneva Landfill Inc 34-1802751 Corporation Delaware
USA Waste Landfill Operations and Transfer Inc 76-0435557 Corporation Texas
USA Waste of California Inc 68-0306154 Corporation Delaware
USA Waste of Pennsylvania LLC 74-2921886 Limited Liability Company Delaware
USA Waste of Texas Landfills Inc 76-0322548 Corporation Delaware
USA Waste of Virginia Landfills Inc 58-1932248 Corporation Delaware
USA Waste Services of NYC Inc 11-3301808 Corporation Delaware
USA Waste-Management Resources LLC 13-3853086 Limited Liability Company New York
USA-Grine LLC 04-3735654 Limited Liability Company Delaware
UWS Barre Inc 04-3320948 Corporation Massachusett
Valley Garbage and Rubbish Company Inc 95-2090787 Corporation California
Vaporlok Technology LLC Limited Liability Company Delaware
Verns Refuse Service Inc 45-0435644 Corporation North Dakota
VFB LLC 22-3842831 Limited Liability Company New Jersey
VHG Inc UK-0000023 Corporation Minnesota
Vickery Environmental Jnc 31-1153176 Corporation Ohio
Vista Landfill LLC 59-3652174 Limited Liability Company Florida
Voyageur Disposal Processing Inc 41-1734827 Corporation Minnesota
Warner Company 51-0281233 Corporation Delaware
Warner Hill Development Company 34-1043478 Corporation Ohio
Waste Away Group Inc 63-0898842 Corporation Alabama
Waste Management Arizona Landfills Inc 86-0683003 Corporation Delaware
Waste Management Buckeye LLC 26-0076809 Limited Liability Company Delaware
Waste Management Collection and Recycling Inc 95-2621587 Corporation California
Waste Management Disposal Services of Colorado Inc 84-1004487 Corporation Colorado
Waste Management Disposal Services of Maine Inc 01-0392888 Corporation Maine
Waste Management Disposal Services of Maryland Inc 36-2898301 Corporation Maryland
Waste Management Disposal Services of Massachusetts Inc 04-2320990 Corporation Massachusett
Waste Management Disposal Services of Oregon Inc 36-3548405 Corporation Delaware
Waste Management Disposal Services of Pennsylvania Inc 23-1655318 Corporation Pennsylvania
Waste Management Disposal Services of Virginia Jnc 36-3791008 Corporation Delaware
Waste Management Financing Corporation 36-4200855 Corporation Delaware
Waste Management Holdings Inc 36-2660763 Corporation Delaware
Waste Management Inc- of Florida 59-1094518 Corporation Florida
Waste Management lndycoke LLC 81-0640497 Limited Liability Company Delaware
Waste Management International Inc 36-3255004 Corporation Delaware
Waste Management International Ltd NA-0000099 Limited Liability Company Bermuda
Waste Management Municipal Services of California Inc 77-0151385 Corporation California
Waste Management National Services Inc 760686861 Corporation Delaware
Waste Management New England Environmental Transport Inc 04-3509618 Corporation Delaware
Waste Management of Alameda County lnc 94-0727420 Corporation California
Waste Management of Alaska Inc 91-1879241 Corporation Delaware
Waste Management of Arizona Inc 86-0198265 Corporation California
Waste Management of Arkansas Inc 04-2814811 Corporation Delaware
Waste Management of California Inc 95-1735737 Corporation California
Waste Management of Canada Corporation NA-0000021 Corporation Ontario
Waste Management of Carolinas Inc 56-0731307 Corporation North Caroline
8312010 83532 AM Page 6
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No Entity Type Incorporation
Waste Management of Colorado Inc
Waste Management of Connecticut Inc
Waste Management of Delaware Inc
Waste Management of Fairless LLC
Waste Management of Five Oaks Recycling and Disposal Facility t
Waste Management of Georgia Inc
Waste Management of Hawaii Inc
Waste Management of Idaho Inc
Waste Management of lltinois Inc
Waste Management of Indiana Holdings One Inc
Waste Management of Indiana Holdings Two Inc
Waste Management of Indiana LLC
Waste Management of Iowa Inc
Waste Management of Kansas Jnc
Waste Management of Kentucky Holdings Inc
Waste Management of Kentucky LLC
Waste Management of Leon County Inc
Waste Management of Londonderry Inc
Waste Management of Louisiana Holdings One Inc
Waste Management of Louisiana LLC
Waste Management of Maine Inc
Waste Managerrient of Maryland Inc
Waste Management of Massachusetts Inc
Waste Management of Metro Atlanta Inc
Waste Management of Michigan Inc
Waste Management of Minnesota Inc
Waste Management of Mississippi Inc
Waste Management of Missouri Inc
Waste Management of Montana Inc
Waste Management of Nebraska Inc
Waste Management of Nevada Inc
Waste Management of New Hampshire Inc
Waste Management of New Jersey Inc
Waste Management of New Mexico Inc
Waste Management of New York LLC
Waste Management of North Dakota Inc
Waste Management of Ohio Inc
Waste Management of Oklahoma Inc
Waste Management of Oregon Inc
Waste Management of Pennsylvania Gas Recovery LLC
Waste Management of Pennsylvania Inc
Waste Management of Plainfield LLC
Waste Management of Rhode Island Inc
Waste Management of South Carolina Inc
Waste Management of South Dakota Inc
Waste Management of Texas Holdings Inc
Waste Management of Texas Inc
Waste Management of Tunica Landfill Inc
Waste Management of Utah Inc
Waste Management of Virginia Inc
Waste Management of Washington Inc
Waste Management of West Virginia lnc
8312010 83532 AM
84-0523684
06-1485581
51-0094505
26-3468180
37-1035820
36-3319564
76-0638599
82-0364976
36-2660859
36-4039079
36-4059574
36-4071447
42-0824220
48-0634806
36-4059575
36-4035849
36-3319565
20-5657050
36-4142119
36-4119910
01-0267739
52-0250430
04-2535063
58-1937966
38-1214786
36-2698820
36-3005295
43-0992367
36-3564773
36-3469702
88-0394159
04-2482447
36-3700143
85-0229020
36-4206797
36-3798294
25-1673264
73-0685975
93-0612655
20-2926331
25-1232336
76-0722971
36-3668109
36-2935124
46-0348394
43-1976001
75-1223528
64-0869334
87-0302156
25-1578667
36-3846342
36-3553198
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Colorado
Delaware
Delaware
Delaware
Delaware
Georgia
Delaware
Idaho
Delaware
Delaware
Delaware
Delaware
Iowa
Kansas
Delaware
Delaware
Florida
Delaware
Delaware
Delaware
Maine
Maryland
Massachusett
Georgia
Michigan
Minnesota
Mississippi
Delaware
Delaware
Delaware
Nevada
Connecticut
Delaware
New Mexico
Delaware
Delaware
Ohio
Oklahoma
Oregon
Delaware
Pennsylvania
Delaware
Delaware
South Carolin
South Dakota
Delaware
Texas
Mississippi
Utah
Virginia
Delaware
Delaware
Page7
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No Entity Type Incorporation
Waste Management of Wisconsin Inc
Waste Management of Wyoming Inc
Waste Management Partners Inc
Waste Management Recycle Asia LLC
Waste Management Recycling and Disposal Services of California
Waste Management Recycling of New Jersey LLC
Waste Management Security LLC
Waste Management Service Center Inc
Waste Management Inc
Waste Management Inc of Tennessee
Waste Resources of Tennessee Inc
Waste Services of Kentucky LLC
Waste to Energy Holdings Inc
Waste to Energy I LLC
Waste to Energy II LLC
Wastech Inc
WESI Baltimore Inc
WESI Capital Inc
WESI Peekskill Inc
WESI Westchester Inc
Westchester Resco Associates LP
Western One Land Corporation
Western Waste Industries
Western Waste of Texas LLC
Wheelabralor -Ballin1u1e LLC
Wheelabrator Baltimore LP
Wheelabrator Bridgeport LP
Wheelabrator Cedar Creek Inc
Wheelabrator Chambers Inc
Wheelabrator China Holdings Limited
Wheelabrator Claremont Company LP
Wheelabrator Claremont Inc
Wheelabrator Concord Company LP
Wheelabrator Concord Inc
Wheelabrator Connecticut lnc
Wheelabrator Culm Services Inc
Wheelabrator Environmental Systems Inc
Wheelabrator Environmental Technologies Consulting (Shanghai) (
Wheelabrator Falls Inc
Wheelabrator Frackville Energy Company Inc
Wheelabrator Frackville Properties Inc
Wheelabrator Frederick Inc
Wheelabrator Fuel Services Inc
Wheelabrator Gloucester Company LP
Wheelabrator Gloucester Inc
Wheelabrator Guam Jnc
Wheelabrator Hudson Falls LLC
Wheelabrator Lassen Inc
Wheelabrator Lisbon Inc
Wheelabrator McKay Bay Inc
Wheelabrator Millbury Inc
Wheelabrator Netherlands BV
831200 83532 AM
39-0967466
36-3828554
36-3220911
39-1977904
95-2370376
04-3735640
43-1970495
20-4017651
73-1309529
36-2935128
54-0838353
94-3429202
76-0652923
02-0519035
02-0519036
93-0936732
02-0357495
36-3861933
02-0363274
02-0360305
02-0367753
76-0688224
95-1946054
30-0239250
36-4057301
36-4057307
36-4057309
02-0443870
26-3194113
23-50847741
02-0390003
20-4284300
02-0394017
02-0393450
36-3908786
02-0442574
02-0412779
27-2548111
04-3024782
02-0393452
04-3100742
02-0442576
02-0396724
02-0391601
36-3926262
72-1541910
36-3926261
61-1167063
36-3240315
02-0412788
26-4308579
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Partnership
Limited Partnership
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Limited Partnership
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Wisconsin
Delaware
Delaware
Ohio
California
Delaware
Delaware
Delaware
Delaware
Tennessee
Tennessee
Delaware
Delaware
Delaware
Delaware
Nevada
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
California
Delaware
Delaware
Maryland
Delaware
Delaware
Delaware
Hong Kong
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Peoples Rep1
Delaware
Delaware
Delaware
Delaware
Delaware
New Jersey
Delaware
Delaware
Delaware
Delaware
Delaware
Florida
Delaware
Netherlands
Page8
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No EntifyType Incorporation
Wheelabrator New Hampshire Inc
Wheelabrator New Jersey Inc
Wheelabrator NHC Inc
Wheelabrator North Andover Inc
Wheelabrator North Broward Inc
Wheelabrator Norwalk Energy Company Inc
Wheelabrator Penacook Inc
Wheelabrator Pinellas Inc
Wheelabrator Portsmouth Inc
Wheelabrator Putnam Inc
Wheelabrator Ridge Energy Inc
Wheelabrator Saugus Inc
Wheelabrator Shasta Energy Company Inc
Wheelabrator Sherman Energy Company GP
Wheelabrator Sherman Station LLC
Wheelabrator Sherman Station One Inc
Wheelabrator South Broward Inc
Wheelabrator Spokane Inc
Wheelabrator Technologies Inc
Wheelabrator Technologies International Inc
Wheelabrator Westchester LP
White Lake Landfill Inc
Williams Landfill LLC
Willow Oak Landfill LLC
WM Arizona Ope atiur1s LLC
WM Asphalt Products LLC
WM Bagco LLC
WM Conversion Energy LLC
WM Conversion Fund LLC
WM Corporate Services Inc
WM Emergency Employee Support Fund Inc
WM Energy Resources Inc
WM Energy Solutions Inc
WM Green Squad LLC
WM GreenOps LLC
WMGTL Inc
WM GTL LLC
WM Healthcare Solutions Inc
WM Illinois Renewable Energy LLC
WM International Holdings Inc
WM International Services (UK) Limited
WM Lamp Tracker Inc
WM Landfills of Ohio Inc
WM Landfills of Tennessee Inc
WM Leasing of Arizona LLC
WM Leasing of Texas LP
WM LNG Inc
WM Mercury Waste Inc
WM Middle Tennessee Environmental Center LLC
WM Mobile Bay Environmental Center Inc
WM Nevada Renewable Energy LLC
WM of Texas LLC
8312010 83532 AM
02-0390002
02-0391598
02-0393448
36-3062971
04-3030218
02-0395269
02-0393449
36-3110153
27-1446081
36-3908789
36-3820153
13-2740971
02-0395274
02-0390349
76-0743287
02-0390312
02-0410154
02-0416522
22-2678047
36-3965264
02-0367751
38-1889893
61-1342579
20-1457518
32-0112690
27-0675171
26-4626312
26-4040670
27-1445960
27-3308922
11-3758170
27-1184260
76-0695139
26-1694369
26-4194066
26-0294424
26-0294528
20-3483524
45-0512000
76-0607203
NA-0000098
26-2748613
31-1509696
62-1462526
20-4017719
20-4017724
26-2294125
27-2289604
26-1946982
76-0638602
27-1678300
26-0428868
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
General Partnership
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Limited Liability Company
Limited Liability Company
Limited Uabllfty Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Not For Profit Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Limited Partnership
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Limited Liability Company
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Maine
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Michigan
Delaware
Georgia
Uelaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
England
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Page 9
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No Entity Type Incorporation
WM Organic Growth Jnc
WM PA Holdings LLC
WM Pack-Rat of California LLC
WM Pack-Rat of Illinois LLC
WM Pack-Rat of Kentucky LLC
WM Pack-Rat of Maryland LLC
WM Pack-Rat of Massachusetts LLC
WM Pack-Rat of Michigan LLC
WM Pack-Rat of Nevada LLC
WM Pack-Rat of Ohio LLC
WM Pack-Rat of Rhode Island LLC
WM Pack-Rat LLC
WM Partnership Holdings Inc
WM Phoenix Energy Resources LLC
WM Quebec Inc
WM RA Canada Inc
WM Recycle America LLC
WM Recycle Europe LLC
WM Renewable Energy LLC
WM Resource Recovery amp Recycling Center Inc
WM Resources Inc
WM Safety Services LLC
WM Security Seivices Inc
WM Services SA
WM Storage II Inc
WM Storage Inc
WM Texas Pack Rat LLC
WM Trash Monitor Plus LLC
WM WY Energy Resources LLC
WMI Medical Services of Indiana Inc
WMI Mexico Holdings Inc
WMNA Container Recycling LLC
WMRE of Michigan LLC
WMSALSA Inc
WMST Illinois LLC
WTI Air Pollution Control Jnc
WTI Financial LLC
WTI International Holdings Inc
wn Rust Holdings Inc
WTI UK LTD
20-4677155
27-2335935
26-0380883
26-0524082
26-2289448
26-1411856
26-1411946
26-2289484
27-0371504
262289407
26-1855760
26-0285281
36-3974344
27-2340971
NA-0000041
NA-0000172
72-1541911
20-0570245
45-0511978
26-2289538
25-1536159
20-3887188
20-3714754
NA-0000108
27-1525390
26-0285202
26-1442144
26-1436776
27-1184329
35-1724992
36-3912290
04-3735649
27-3334762
20-2580150
94-3423874
36-4110833
20-0584237
36-3908839
02-0351425
98-0336025
Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Liabflily Company
Corporation
Corporation
Limited Liability Company
Corpdration
Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Not For Profit Corporation
Limited Liability Company
Corporation
Limited Liability Comp_any
Corporation
Corporation
Corporation
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Canada
Ontario
Delaware
Delaware
Delaware
Delaware
Pennsylvania
Delaware
Delaware
Argentina
Delaware
Delaware
Delaware
Delaware
Delaware
Indiana
Delaware
Delaware
Delaware
Texas
lllinois
Delaware
Delaware
Delaware
Delaware
United Kingdc
81312010 83532 AM Page 10
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POWER Federal Insurance Company Attn Surety DepartmentChubb OF Vigilant Insurance Company 15 Mountain View Road Surety AITORNEY Pacific Indemnity Company Warren NJ 07059
CHUBB
Know All by These Presents That FEDERAL INSURANCE COMPANY an Indiana corporation VIGILANT INSURANCE COMPANY a New York cor]Joration and PACIFIC INDEMNITY COMPANY a Wisconsin corporation do each hereby constitute and appoint Joseph Aulbert Marc W Boots Richard Covington Joy Durham Stephanie Gunderson Vickie Lacy Heather Noles P T Osburn and Maria D Zuniga of Housfon Texasmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot-middotmiddotmiddot-middotmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot--middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot
each as their true and lawful Attorneymiddot Inmiddot Fact lo execute under such designation in their names and 1o affix their corporate seals to and deliver for and on their behalf as surety thereon or otherwise bonds and undertakings and other writings obligatoiy in the nature thereof other lhan ball bonds) given or executed in the course of business and any Instruments amending or altering lhe same and consents to the modification or alteration of any instrument referred to in said bonds or obligations
In Wllness Whereof said FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY have each executed and attested these presents and affixed their corporale seals on this 17th day of August 2010
STATE OF NEW JERSEY ss
County of Somerset
On this i 7th day of August 2010 before me a Notary Public of New Jersey personally came Dawn M Chloros to me known to be Assistant Secretary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY the companies which executed the foregoing Power of Attorney and the said Dawn M Chloros being by me duly sworn did depose and say that he is Assistant Secretary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY and knows the corporate seals thereof that the seals affixed to the foregoing Power of Attorney are such corporate seals and were thereto affixed by authority of the By- Laws of said Companies and hat ha signed said Power of Attorney as Assistant Secretary of said Companies by like authority and that he Is acquainted with David B Norris Jr and knows him to be Vice President of said Companies and that the signature of David B Norris Jr subscribed to said Power of Altomey Is ln the genuine handwriting of David B Norris Jr and was thereto subscribed by authority of said By- Laws and In deponents presence
Notarial Seal
KATHERINE J ADElMR NOTARY PUBLIC OF NEW JERSEY
No 2316685 CCIIRmQlon Exp July 16 2014
CERTIFICATION Exlract from the Bymiddot Laws of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY
All powers of attorney for and on behalf of Iha Company may and shall be executed in lhe name and on behalf of the Company either by the Chairman or the President or a Vice President or an Asslslant Vice President jointly with the Secretary or an Assistan1 Secretary under their respective designations The signature of such officers may be engraved printed or lithographed The signature of each of the fotlowing officers Chairman President any Vice President any Assistant Vice Presidenl any Secretary any Assislant Secretary and the seal of the Company may be affixed by facsimile to any power of attorney or to any certificate relating thereto appointing Assistant Secretaries or Attomeys- in- Fact for purposes only of eKeculing and attesting bonds and undertakings and other writings obligatory in the nature thereof and any such power of attorney dr certificate bearing such facsimile signature or lacsimie seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimlle signature and facsimile seal shall be valid and binding upon the Company with respect to any bond or undertaking to which ii is attached
I Dawn M Chloros Assistant Secrelary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY
(the ~companies) do hereby certify Iha
(I) (H)
J31dD0
hJ (lL~ff (1j~W Dawn M Chloros Assistant Secretary
Form 15-10-02258-U (Ed 5-03) CONSENT
TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS 6
ARTICLE 2 CONTRACT PURPOSE AND TERM 12
21 PURPOSE 12
22 EFFECTIVE DATE AND COMMENCEMENT DATE 12
23 TERM 13
ARTICLE 3 COUNTY RESPONSIBILITIES 13
31 DELIVERY OF ACCEPTABLE WASTE 13
32 MANNER OF DELIVERIES 13
33 COOPERATION 13
ARTICLE 4 CONTRACTOR RESPONSIBILITIES 13
41 OWNERSHIP AND TRANSFER OF OWNERSHIP 13
42 CAPITAL IMPROVEMENTS 14
43 PERMITTING AND COMPLIANCE 15
44 ACCEPTANCEOFWASTE 15
45 OPERATING REQUIREMENTS 16
46 HOURS AND DAYS OF OPERATION 17
47 HOLIDAYS 17
48 COUNTY ACCESS 18
49 TRANSPORTATION OF ACCEPTABLE WASTE 18
410 PROCESSING OF RECYCLABLE MATERIALS 18
411 RECORDKEEPING AND REPORTING 18
412 TRANSITION 20
ARTICLE 5 CONTRACTORS COMPENSATION 20
51 BASE RATE 20
52 RATE ADJUSTMENTS 21
53 BILLING AND PAYMENT OF CONTRACTORS FEES 21
Okaloosa County Transfer Contract_ Final Page 2 of 52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS 22
61 ACCEPTABLE WASTE 22
62 SPECIAL WASTE 22
63 CONSTRUCTION AND DEMOLITION DEBRIS 22
64 RECYCLABLE MATERIALS 22
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS 23
71 COUNTY RECYCLABLE MATERIALS 23
72 OTHER RECYCLABLE MATERIALS 25
ARTICLE 8 PERFORMANCE BOND 25
ARTICLE 9 LIQUIDATED DAMAGES 25
ARTICLE 10 DEFAULT AND TERMINATION 27
ARTICLE 11 INSURANCE 28
I II CONTRACTORS INSURANCE 28
112 WORKERS COMPENSATION INSURANCE 30
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE 30
114 LIMITS OF LIABILITY 31
115 NOTICE OF CLAIMS AND LITIGATION 32
116 INDEMNIFICATION AND HOLD HARMLESS 32
117 CERTIFICATES OF INSURANCE 32
118 GENERALTERMS 33
119 UMBRELLA INSURANCE 34
ARTICLE 12 FORCE MAJEURE 34
121 INABILITY TO PERFORM 34
122 EVENTS OF FORCE MAJEURE 35
123 WRITTEN NOTIFICATION 35
Okaloosa County Transfer Contract_Final Page3 of52
ARTICLE 13 TITLE TO WASTE 36
ARTICLE 14 ARBITRATION36
141 ARBITRATION 36
142 INDEPENDENT THIRD PARTY 36
143 AMBIGUITY 37
ARTICLE 15 OTHER TERMS AND CONDITIONS 37
151 WAIVER 37
152 ASSIGNMENT OF AGREEMENT 37
153 SUBCONTRACTORS 37
154 INDEPENDENT CONTRACTOR 38
155 NON-DISCRIMINATION PROVISIONS 38
156 LAW TO GOVERN VENUE JURISDICTION 39
157 ILLEGAL PROVISIONS 39
158 MODIFICATIONS 39
159 PREPARATION OF AGREEMENT 39
1510 REMEDIES CUMULATIVE 39
1511 HEADINGS 40
1512 REPRESENTATIONS OF CONTRACTOR 40
1513 REPRESENTATIONS OF COUNTY 40
1514 REPRESENTATIVES 40
1515 NOTICES 41
1516 ENTIRE AGREEMENT 42
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT 42
EXHIBIT A SPECIAL WAS TE 43
EXHIBIT B REAL PROPERTY WARRANTY DEEDS 46
EXHIBIT C CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO
CONTRACTORS RATE 49
EXHIBIT D SAMPLE AVERAGE MARKET VALUE CALCULATION 50
Okaloosa County Transfer Contract_Final Page4 of52
SOLID WASTE TRANSFER STATION OPERATION AGREEMENT
THIS AGREEMENT is made as of this J)Paay 8~ 2010 by and
between Okaloosa County Florida (the COUNTY) a political subdivision of the State of
Florida and Waste Management Inc ofFlorida (hereinafter refened to as CONTRACTOR) a
corporation duly organized and validly existing under and by virtue of the laws of the State of
Florida and authorized to do business in the State ofFlorida
WITNESSETH
WHEREAS the COUNTY and the CONTRACTOR entered into an agreement dated as of June
2 2000 pursuant to which CONTRACTOR operates transfer stations utilizing state-of-the-rut
techniques and in accordance with the rules and regulations of the Florida Deprutment of
Environmental Protection including but not limited to 62-701801 FAC and all referenced
codes for the purpose of receiving and transporting Solid Waste to a disposal site as provided
therein and
WHEREAS such contract for Solid Waste Transfer Station Operations authorizes the renewal of
said agreement and
WHEREAS the COUNTY and CONTRACTOR desire that CONTRACTOR continue to
operate and manage transfer stations under the te1ms and conditions set fotth in this Agreement
NOW THEREFORE in consideration of the premises contained in this Agreement the patties
hereto intend to be legally bound as follows
Okaloosa County Transfer Contract_Final Page 5 of52
ARTICLE 1 DEFINITIONS
The following words and expressions ( or pronouns used in their stead) shall wherever they
appear in this Agreement be constrned as follows unless a different meaning is clear from the
context Words of the masculine gender shall be deemed and construed to include correlative
words of the feminine and neuter genders Unless the context shall otherwise indicate all words
shall include the plum as well as the singular number and the word person shall include
corporations and associations including public bodies as well as natural persons
Acceptable Waste shall mean Solid Waste including garbage rnbbish refuse residue
incidental amounts of household hazardous waste as permitted by the Florida Department of
Environmental Protection and other discarded solid or semi-solid mate1ials resulting from
domestic commercial industrial recycling resource recovery agricultural and governmental
operations Acceptable Waste also includes Bulk Waste Special Waste (except those defined
under Unacceptable Waste) and Recyclable Materials Acceptable Waste shall not include
regulated Hazardous Waste Medical Waste Biomedical Waste Biological Waste Infectious
Waste and Yard Trash
Agreement shall mean this Agreement including all attachments and amendments thereto
Authorized Representative means the Public Works Director or as othetwise designated in
writing by the Board to represent the COUNTY in the administration and supervision of this
Agreement
Biomedical Waste means any Solid Waste or liquid waste which may present a threat of
infection to humans The term includes but is not limited to non-liquid human tissue and body
parts laboratory and veterinary waste that contain human disease-causing agents used
disposable shaips human blood human blood products body fluids and other materials that in
the opinion of the Department of Health and Rehabilitative Services represent a significant risk
of infection to persons outside the generating facility
Biological Waste means Solid Waste that causes or has the capability of causing disease or
infection and includes but is not limited to Biomedical Waste diseased or dead animals and
other wastes capable of transmitting pathogens to humans or animals
Okaloosa County Transfer Contract_Final Page 6 of52
Board shall mean the Board of County Commissioners of Okaloosa County Florida which is
the governing body of the COUNTY
Bulk Waste shall mean any waste that requires additional management due to its bulk or
weight and shall include Household Furniture treated lumber Electronics bicycles push type
lawn mowers with all oil and gas drained automotive tires and White Goods Bulk Waste does
not include any form of matter or debris resulting from tree removal land clearing land
development or Special Waste as defmed herein
Commencement Date means the first day of the month following the Effective Date of this
Agreement
Commercial Business Establishment means any establishment other than a residential
dwelling apartment complex condominium complex or trailer park and shall be and shall
include but not be limited to all retail professional wholesale and industrial facilities
manufacturing facilities non-profit enterprises governmentalpublic agencies and any other
commercial enterprises offering goods or services to the public
Commercial Waste means any Acceptable Waste generated at a Commercial Business
Establishment
Construction and Demolition Debris means discarded materials generally considered to be
not water-soluble and nonhazardous in nature including but not limited to steel glass brick
concrete asphalt roofing material pipe gypsum wallboard and lumber from the construction or
destruction of a structure as paii of a construction or demolition project or from the renovation of
a structure and including rocks soils tree remains trmiddotees and other vegetative matter that
nmmally results from land clearing or land development operations for a construction project
including such debris from construction of structures at a site remote from the construction or
demolition project site Mixing of Construction and Demolition Debris with other types of Solid
Waste will cause it to be classified as other than Construction and Demolition Debris The term
also includes
(a) Clean cardboard paper plastic wood and metal scraps from a construction project
Okaloosa County Transfer Contract_Final Page7 of52
(b) Except as provided ins 403707(9)(j) Florida Statutes unpainted nontreated wood
scraps from facilities manufacturing materials used for construction of structures or
their components and unpainted nontreated wood pallets provided the wood scraps
and pallets are separated from other Solid Waste where generated and the generator
of such wood scraps or pallets implements reasonable practices of the generating
industry to minimize the commingling of wood scraps or pallets with other Solid
Waste and
(c) De minimus amounts of other nonhazardous wastes that are generated at
construction or destruction projects provided such amounts are consistent with best
management practices of the industry
Contract Year means the time from the Commencement Date through March 31 2012 and
each calendar year thereafter
Costs shall mean the costs of labor materials supplies major rental equipment and tools
other direct costs and allocable indirect costs such as fringe benefits general and administrative
expenses and indirect labor costs
COUNTY shall mean Okaloosa County Florida acting by and tlnmiddotough its Board of County
Commissioners
CPI as used herein shall be the revised Consumer Price Index for All Urban Consumers South
Urban for all items not seasonally adjusted published by the Bureau of Labor Statistics US
Department of Labor 1984-82 = 100 In the event the US Department of Labor Bureau of
Labor Statistics ceases to publish the CPI the parties hereby agree to substitute another equally
authoritative measure of change in the purchasing power of the US dollar as may be then
available
Day shall mean one calendar day when used in this Agreement
Effective Date means the date this Agreement becomes effective when executed by the
parties or when the Board adopts the Ordinance establishing the rates specified herein
whichever later occurs
Okaloosa County Transfer Contract_Final Page 8 of52
Electronics means computers monitors keyboards nnce termmals printers modems
scanners cell phones televisions and copiers and other electronic equipment as directed by the
COUNTY
Franchise Area means the specifically described geographic areas exclusively assigned to a
franchisee for the purpose of residential Solid Waste Yard Trash and Bulk Waste Collection
and if applicable Recyclable Material Collection pursuant to the COUNTYs Residential Solid
Waste and Recycling Collection Franchise Agreement
Fuel Index as used herein shall be the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low
Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) published by the US
Department of Energy Energy Information Administration In the event the US Department of
Energy Energy Information Administration ceases to publish the fuel prices the parties hereby
agree to substitute another equally authoritative measure of change in the purchasing power of
the US dollar as may be then available
Hazardous Waste means Solid Waste or a combination of Solid Wastes (even though it may
be part of delivered load of waste) which because of its quantity concentration or physical
chemical or infectious characteristics may cause or significantly contribute to an increase in
mortality or an increase in serious irreversible or incapacitating reversible illness or may pose a
substantial present or potential hazard to human health or environment when improperly
transported disposed of stored treated or otherwise managed Hazardous Waste shall include
all such waste as defined by the Rules of the Florida Department of Environmental Protection
Chapter 62-730 FAC or 40 Code ofFederal Regulations 261 or both as either or both may be
amended from time to time and to the extent either or both is applicable to the disposal of waste
in Florida Hazardous Waste is not intended to include de minimus amounts of household
hazardous wastes as defined by FAC 62-701100
Household Furniture means all movable compactable articles or apparatus such as chairs
tables sofas mattresses etc for equipping a house
Okaloosa County Transfer Contract_Final Page9 of52
Incorporated Municipalities means those duly Incorporated Municipalities in Okaloosa
County consisting of Cinco Bayou Crestview Destin Fort Walton Beach Laurel Hill Mary
Esther Niceville Shalimar and Valpariso
Independent Third Party means a qualified party mutually acceptable to both the COUNTY
and the CONTRACTOR
Infectious Waste means those wastes which may cause disease or may reasonably be
suspected of harboring pathogenic organisms Included are wastes resulting from the operation
of medical clinics hospitals and other facilities producing wastes which may consist of but are
not limited to diseased human and animal parts contaminated bandages pathological
specimens hypodermic needles contaminated clothing and surgical gloves
Merchant Waste means Acceptable Waste that was collected from locations outside the
COUNTY jurisdictional boundaries Merchant Waste does not include Co=ercial Waste
generated within unincorporated areas of the COUNTY or within Incorporated Municipalities
Recyclable Materials means those materials which are capable of being recycled and which
would otherwise be processed or disposed of as Solid Waste Recyclable Materials shall include
newspapers (including inse1ts ) conugated cardboard mixed paper (including brown paper bags
magazines phonebooks junk mail white and colored paper shredded paper in a bag and
paperboard) aluminum plastic containers and bottles marked with SPI codes 1-7 glass bottles
and jars tin and ferrous cans polycoated containers and other Solid Waste materials added upon
Agreement between the COUNTY and the CONTRACTOR when such materials have been
either dive1ted from the remaining Solid Waste stream or removed prior to their entry into the
remaining Solid Waste stream
Recycling Facility means the facility located adjacent to the Fort Walton Beach Transfer
Station at which Recyclable Materials are delivered for processing andor transport
Required Turn Back Condition means reasonable wear and tear co=ensurate with the time
of use and considering the CONTRACTORs responsibilities for maintenance repair and
replacement
Okaloosa County Transfer Contract_Final Page 10 of52
Solid Waste means garbage rubbish refuse trash clean debris or other similar discarded
material resulting from domestic industrial commercial mining agricultural or governmental
operations It excludes Yard Trash Bulk Waste Recyclable Materials and Special Waste
Special Waste means wastes that can require special handling and management but are not
considered Bulk Waste that are not accepted at a landfill or other disposal facility or that are
accepted at a landfill or other disposal facility at higher rates than are charged for refuse
including but not limited to wastes outlined in Exhibit A
Subcontractor shall mean a person firm or corporation other than employees of
CONTRACTOR who or which contracts with CONTRACTOR to furnish or actually furnishes
labor materials andor equipment for the Facility
Ton means a sh01i ton 2000 pounds (9078 metric tons)
Transfer Stations means the facilities currently located at 630 Martin Luther King Jr Blvd
(Fort Walton Transfer Station) and at the Baker Landfill (Baker Transfer Station) in Okaloosa
County capable of receiving Acceptable Waste for further transfer to a disposal facility for
ultimate disposition
Unacceptable Waste shall mean wastes that are not accepted for Class I disposal These
materials include Infectious Waste and Hazardous Wastes as defined above those wastes
excluded from the definition of Acceptable Wastes and materials exhibiting the following
characteristics
(a) Hazardous placards or markings
(b) Liquids
( c) Powders or dusts
(d) Drums or commercial size containers
( e) Chemical odors
Other unacceptable materials include
(a) Asbestos containing wastes
(b) Ash
Okaloosa County Transfer Contract_Final Page 11 of52
( c) Fluorescent light bulbs
( d) Mercury containing devices
(e) Whole tires
(f) Liquid Wastes
White Goods means discarded washers dryers refrigerators ranges microwave ovens water
heaters freezers small air conditioning units and other similar domestic large appliances
Yard Trash means vegetative matter resulting from landscaping maintenance including
accumulation of lawn grass shrubbery cuttings or clippings and dry leaf rakings palm fronds
small tree branches bushes or shrubs green leaf cuttings fruits or other matter usually created
as refuse in the care of lawns and yards Yard Trash does not include treated wood or any form
of matter or debris resulting from tree removal land clearing land development building
demolition home improvement or waste generated by tree surgeons
ARTICLE 2 CONTRACT PURPOSE AND TERM
21 PURPOSE
The pmpose of this Agreement is to establish the terms and conditions under which
CONTRACTOR shall manage operate and maintain the Transfer Stations
22 EFFECTIVE DATE AND COMMENCEMENT DATE
This Agreement shall become effective when executed by the paities or when the Board
adopts the Ordinance establishing the rates specified herein whichever later occurs The
Commencement Date of service shall be the first Day of the month following the
Effective Date of this Agreement
Okaloosa County Transfer Contract_Final Page 12 of52
23 TERM
The term of this Agreement shall commence on the Effective Date and end on March 31
2016 The term of this Agreement may be renewed for one (1) additional term of five (5)
years commencing at the end of the initial te1m by mutual agreement of the parties
ARTICLE 3 COUNTY RESPONSIBILITIES
31 DELIVERY OF ACCEPTABLE WASTE
The COUNTY or others authorized by the COUNTY shall deliver Acceptable Waste to
the Transfer Stations and Recyclable Materials to the Recycling Facility
32 MANNER OF DELIVERIES
The COUNTY shall grant to CONTRACTOR reasonable authority to deny admission to
the Transfer Stations of any vehicle carrying refuse which may leak spill or allow waste
to be blown or scattered about the Transfer Stations before unloading at the site
33 COOPERATION
COUNTY shall cooperate with CONTRACTOR in CONTRACTORs efforts to obtain
and renew all required permits licenses and approvals shall not appear as an objector in
any proceeding to consider the granting or renewal of such permits licenses or approvals
and shall promptly and reasonably consider any applications by CONTRACTOR
ARTICLE 4 CONTRACTOR RESPONSIBILITIES
41 OWNERSHIP AND TRANSFER OF OWNERSHIP
411 Throughout the full term of this Agreement the CONTRACTOR shall retain
ownership of the Transfer Stations and Recycling Facility At the conclusion of
the full term of the Agreement or in the event of CONTRACTOR default and
Okaloosa County Transfer Contract_Final Page 13 of52
termination by the COUNTY the Baker Transfer Station and all real property at
the Fort Walton Beach Transfer Station and Recycling Facility will be wholly
owned by the COUNTY and CONTRACTOR shall convey in Required Tum
Back Condition good and marketable title to the same to the COUNTY free and
clear of all liens or other encumbrances For the purposes of this Agreement real
property means the Fort Walton Beach Transfer Station and Recycling Facility
property as defined by the warranty deeds in Exhibit B and all physical buildings
and structures thereon including all equipment and fixtures with the exception of
rolling stock
412 In order to establish the Required Turn Back Condition of all real property at the
Transfer Stations and Recycling Facility and the need for repairs or replacements
if any the COUNTY and the CONTRACTOR shall conduct a joint inspection(s)
of the Facilities sites and buildings to include the utilities no later than thirty
(30) Days after the Effective Date of this Agreement The COUNTY and the
CONTRACTOR shall develop a list of any necessary repairs or replacements that
the CONTRACTOR is responsible for paying for andor performing such repairs
or replacements and establish a schedule for completing such work The
condition of the Facilities sites and buildings following completion of such
repairs and replacements shall be the Required Tum Back Condition allowing for
normal wear and tear commensurate with the time of use and considering the
CONTRACTORs responsibilities for maintenance repair and replacement
413 The CONTRACTOR shall maintain and convey at the conclusion of the full term
of this Agreement all real property at the Transfer Stations and Recycling Facility
to the COUNTY in Required Turn Back Condition The COUNTY shall notify
the CONTRACTOR of any deficiencies in the Required Tum Back Condition
and CONTRACTOR shall remedy such deficiencies
42 CAPITAL IMPROVEMENTS
The CONTRACTOR shall be solely responsible for the cost of all capital improvements
to the Transfer Stations and Recycling Facility
Okaloosa County Transfer Contract_Final Page 14 of 52
43 PERMITTING AND COMPLIANCE
The CONTRACTOR shall be responsible for obtaining and maintaining permits
approvals and licenses as are requrred for the operation of the Transfer Stations and
Recycling Facility CONTRACTOR shall operate the facilities in compliance with all
requirements of Federal State and local laws rules ordinances and regulations
applicable to the management of such facilities and as contained in the permits issued
relative to the facilities CONTRACTOR and the COUNTY agree to cooperate fully with
one another within reason in all efforts undertaken pursuant to this paragraph The
CONTRACTOR shall be responsible at its sole cost for the payment of all fines
penalties and citations that the CONTRACTOR may incur
44 ACCEPTANCE OF WASTE
In accordance with applicable operational protocol established by the CONTRACTOR
and with the approval of the COUNTY CONTRACTOR shall provide operate and
maintain facilities for the receipt of Acceptable Waste brought to the Transfer Stations
441 Acceptable Waste The CONTRACTOR shall process Acceptable Waste received
at the Transfer Stations in accordance with applicable Federal State and local
regulations and in a manner which would not be likely to pose a threat to public
health and safety
442 Special Waste CONTRACTOR shall implement a program to identify and
manage Special Waste Any testing or additional charges for the receipt handling
and disposal of Special Waste shall be as agreed between the CONTRACTOR
and the generator or transpmier of the Special Waste
443 Unacceptable Waste The CONTRACTOR shall exercise its best efforts to avoid
the acceptance of Unacceptable Waste at the Transfer Stations The
CONTRACTOR shall process Unacceptable Waste received at the Transfer
Stations in accordance with applicable Federal State and local laws rules
ordinances and regulations and in a manner which would not be likely to pose a
threat to public health and safety The CONTRACTOR shall indemnify the
Okaloosa County Transfer Contract_Final Page 15 of 52
COUNTY for any liability claim or damages imposed as a consequence of
CONTRACTORs failure to process such material in accordance with applicable
Federal State or local regulations Any testing required or additional charges
imposed for the receipt handling and disposal of Special Waste shall be as agreed
between the CONTRACTOR and the generator or transporter of the Unacceptable
Waste
45 OPERATING REQUIREMENTS
451 The CONTRACTOR will provide at CONTRACTORs expense all the utilities
used in operating the Transfer Stations and Recycling Facility At the Baker
Transfer Station the CONTRACTOR shall pre-treat leachate to a pH between 60
and 85 The COUNTY shall transport the treated leachate for further treatment
and disposal
452 The CONTRACTOR shall be responsible for the maintenance and repair of all
real property at the Transfer Stations and Recycling Facility in accordance with
industry and operational standards It shall also be the CONTRACTORs
responsibility to replace all or part of the property fixtures machinery
improvements and equipment as required to maintain the operation and
performance of the Transfer Stations and Recycling Facility including facility
expansion necessary to accommodate increased throughput The CONTRACTOR
shall maintain and or replace as appropriate all rolling stock utilized by the
CONTRACTOR in performance of this Agreement
453 The CONTRACTOR shall specifically establish a procedure for monitoring the
wear on the waste receiving floors and shall establish a repair procedure before
the wear has progressed to the point that further wear could jeopardize the
renewal of the floor surface or involve replacement of the steel reinforcement in
the floor The floor shall be resurfaced by the CONTRACTOR at least once
during the te1m ofthis Agreement
Okaloosa County Transfer Contract_Final Page 16 of 52
454 The CONTRACTOR shall remove Solid Waste from the transfer station tipping
floors in accordance with its operating permits
455 The CONTRACTOR shall operate the facilities to allow for a turnaround time of
not greater than twenty (20) minutes for vehicles delivering waste or Recyclable
Materials
456 The Transfer Stations and Recycling Facility will be maintained in a neat clean
and attractive manner consistent with its function and present a positive public
appearance
457 The CONTRACTOR shall control litter at the Transfer Stations and Recycling
Facility sites Adequate litter control is defined as minimizing litter leaving the
site and the collection of off-site and on-site litter at the end of eve1y business
day
458 The CONTRACTOR shall separate tires White Goods and Electronics delivered
to the Transfer Stations from other waste and place them in separate containers as
provided by the COUNTY
46 HOURS AND DAYS OF OPERATION
The Transfer Stations and Recycling Facility will be open to the public from 600 am
until 500 pm Monday through Friday and 600 am until 1200 noon Saturday The
COUNTY reserves the right to alter the operating hours of the facilities The
FRANCillSEE and COUNTY agree to negotiate a reasonable rate adjustment if such
change in operating hours affects operating costs
47 HOLIDAYS
The CONTRACTOR will close the Transfer Stations and Recycling Facility on the
following holidays New Years Day Thanksgiving and Clumiddotistmas
Okaloosa County Transfer Contract_Final Page 17 of 52
48 COUNTY ACCESS
The CONTRACTOR shall afford reasonable access at any reasonable time to the
Transfer Stations and Recycling Facility by the COUNTY its authorized agents or public
authorities having regulatory jurisdiction over the facilities Such visits shall be
conducted in a manner so as to cause minimum interference with the performance of
CONTRACTOR s responsibilities hereunder All persons conducting such visits shall
provide appropriate identification and shall comply with CONTRACTORs established
safety rules and regulations
49 TRANSPORTATION OF ACCEPTABLE WASTE
The CONTRACTOR shall be responsible for all transportation of Acceptable Waste
except White Goods and tires once it has been accepted for disposal at the Transfer
Stations The CONTRACTOR shall transport Electronics to the COUNTY facility
designated by Authorized Representative The CONTRACTOR may transpmt
Constmction and Demolition Debris to a permitted facility of its choosing The
CONTRACTOR shall transpmt all other Acceptable Waste to the Spring Hill Regional
Landfill and shall have the duty to ensure that the transportation will be performed in
accordance with applicable regulations and will be prompt safe and efficient Upon
approval by the Authorized Representative the CONTRACTOR may transpmt
Acceptable Waste to a different permitted facility If such facility is closer to Okaloosa
County than the Spring Hill Regional Landfill the CONTRACTOR and COUNTY shall
negotiate a co=ensurate rate adjustment
410 PROCESSING OF RECYCLABLE MATERIALS
The CONTRACTOR shall be responsible for all transportation and processmg of
Recyclable Materials accepted at the Recycling Facility
411 RECORDKEEPING AND REPORTING
4111 The CONTRACTOR records required herein shall be maintained in electronic
database format utilizing Microsoft software or in a format approved by the
Okaloosa County Transfer Contract_Final Page 18 of 52
Authorized Representative The databases shall be readily available for inspection
by the COUNTY at any time during normal operating hours and information in
the records shall be shared with the COUNTY upon request
4112 The CONTRACTOR shall weigh and record all inbound and outbound vehicles
carrying materials including transfer trucks at the Fort Walton Beach Transfer
Station and Recycling Facility Each vehicle delivering waste or Recyclable
Materials shall be properly identified and authorized in a manner satisfactory to
the COUNTY and CONTRACTOR Weights of all waste and Recyclable
Materials shall be recorded in the COUNTYs WasteWorks system
4113 The weight of Acceptable Waste and Recyclable Materials shall be determined
using the weigh scales at the facility The CONTRACTOR shall at regular
intervals test the accuracy of the weigh scales such testing shall occur at least
once every ninety (90) Days The test records for the term of this Agreement shall
be kept on file in the scale house at the facility
4114 The CONTRACTOR shall maintain the original weight records that identify the
vehicles the time of weighing( s) and the tare weights of the vehicles for a period
of five (5) years after which CONTRACTOR may dispose of such records The
CONTRACTORs records so developed will be used as a basis for calculating
quantities of waste and Recyclable Materials and shall be subject to review
including spot checking by the COUNTY at its discretion on site or made
available to the COUNTY at such times as it may reasonably request Required
records in this category include but are not limited to itemized statements of the
amount of Acceptable Waste delivered to the Transfer Stations as further defmed
in Article 4
4115 The COUNTY shall be entitled to have its designated representatives at the
Transfer Stations and Recycling Facility at all times and CONTRACTOR shall
designate a suitable site for an office if required by COUNTY The COUNTY
shall further have the right to station its employees at all weigh scales to verify the
Okaloosa County Transfer Contract_Final Page 19 of52
correctness of the weight records and the CONTRACTOR shall provide
reasonable space for said employees
4116 The CONTRACTOR shall provide the Authorized Representative with its internal
tonnage report which shall include all waste delivered to the Transfer Stations
and all Recyclable Materials delivered to the Recycling Facility Tonnage shall
be broken down by material type and source of generationdelivery with all waste
and Recyclable Materials collected within the COUNTYs Franchise Area clearly
noted For Recyclable Materials collected within the COUNTYs Franchise Area
the CONTRACTOR shall provide an estimate of the breakdown of such material
by commodity Such report shall be submitted in electronic format within seven
(7) Days after the end of each month
412 TRANSITION
4121 The CONTRACTOR shall cooperate with the COUNTY or its designated
contractor during any transition period at the end of this Agreement Such
cooperation includes but is not limited to allowing site visits of the facilities by
the COUNTY or its contractor with advance notice and ensuring all facilities are
in Required Tum Back Condition pursuant to Paragraph 41
4122 The CONTRACTOR shall transfer all active facility permits for the Transfer
Stations and Recycling Facility to the COUNTY or its designated contractor as
requested by the COUNTY in a timely manner so as to avoid any disruption of
service
ARTICLES CONTRACTORS COMPENSATION
51 BASE RATE
The combined total rate for Acceptable Waste handling transportation and disposal paid
to the CONTRACTOR by the COUNTY shall be $3677 per Ton ofrep011ed and verified
waste receipts with the exception of Recyclable Materials Special Waste or
Okaloosa County Transfer Contract_Final Page20 of52
Construction and Demolition Debris managed at the facilities This rate shall take effect
on the Commencement Date of this Agreement and shall continue without adjustment
through September 30 2011
52 RATE ADJUSTMENTS
On October I 2011 and October 1 of each subsequent Contract Year of this Agreement
the CONTRACTORs base rate as provided in Paragraph 51 shall be adjusted
accmding to the following methodology as further explained in Exhibit C seventy
percent (70) of the rate shall be adjusted based on seventy-five percent (75) of the
percentage change in the CPI for the twelve (12) months ending on the preceding June
30ili and thirty percent (30) of the rate shall be adjusted based on the percent change in
the US Department of Energy Fuel Index for the previous twelve (12) months ending on
the preceding June 30ili The total rate adjustment each year may not exceed two percent
(2) of the previous years rates
53 BILLING AND PAYMENT OF CONTRACTORS FEES
531 CONTRACTOR shall keep records of all Acceptable Waste received at the
Transfer Stations as described herein
532 CONTRACTOR shall invoice the COUNTY monthly for the handling
transportation and disposal fees as set forth herein for Acceptable Waste
received at the Transfer Stations This invoice must include detailed information
regarding waste receipts including Solid Waste Bulk Waste Special Waste
Recyclable Material Unacceptable Waste and Merchant Waste in a format
approved by the Authorized Representative Only waste receipts reported using
this format and verified by the COUNTY will be paid COUNTY shall pay such
invoices within thirty (30) Days from the date of invoice or request additional
info1mation if adequate information is not provided
Okaloosa County Transfer Contract_Final Page 21 of52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS
COUNTY shall be responsible for the setting and collection of charges associated with all waste
receipts except as provided herein
61 ACCEPTABLE WASTE
The rates charged for Acceptable Waste will be as established by COUNTY Ordinance
No 00-08 and any amendments thereto If a waste load is too small to be accurately
weighed by the Transfer Stations weigh scales a flat rate shall be charged to the
customer per vehicle as established by COUNTY Ordinance No 00-08 and any
amendments thereto
62 SPECIAL WASTE
CONTRACTOR shall be responsible for setting rates associated with Special Waste
63 CONSTRUCTION AND DEMOLITION DEBRIS
CONTRACTOR shall use its best efforts to deliver a mmnnum of 1000 Tons of
Construction and Demolition Debris (CampD) per month to the Transfer Stations
collectively The COUNTY shall charge the CONTRACTOR a Ten Dollar ($1000) per
Ton host fee for all CampD material delivered to the Transfer Stations This CampD material
shall not be subject to any additional charges or Costs including tipping fees by the
COUNTY to the CONTRACTOR
64 RECYCLABLE MATERIALS
Recyclable Materials delivered by or on behalf of the COUNTY Incorporated
Municipalities or by private citizens directly or collected by the CONTRACTOR from
Commercial Business Establishments in the COUNTY will be accepted at no charge
The CONTRACTOR may negotiate Recyclable Materials processing fees with other
entities delivering such materials to the Recycling Facility
Okaloosa County Transfer Contract_ Final Page22 of52
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS
71 COUNTY RECYCLABLE MATERIALS
The CONTRACTOR shall pay the COUNTY revenue for each Ton of Recyclable
Materials delivered by or on behalf of the COUNTY to the Recycling Facility as follows
711 Each month the CONTRACTOR shall calculate the Average Market Value
(AMV) of Recyclable Materials defined as the sum of commodity prices (US
Dollar per Ton) posted on the first week of the month for the Southeast USA in
SecondaryMaterialsPricingcom and SecondaryFiberPricingcom multiplied by
the composition of the Recyclable Materials as defmed in Table 1 Exhibit D
provides an example ofthis calculation
Table 1
Composition ofRecyclable Materials and Market Indexes for Determining AMV
lVIaterial Index Description Percentale Newspaper (ONP) PSI 8 Baled FOB sellers dock 5260 Corrugated Cardboard (OCC) PSI 11 Baled FOB sellers dock 1130 Mixed Paper PSI 1 Baled FOB sellers dock 460 Aseptic Containers NIA 000 Aluminum Cans Aluminum Cans Sorted and Baled Delivered 170 Steel Cans Steel Cans Sorted and Baled Delivered 230 PET PET Baled Picked Up 460 HDPE (Natural) Natural HDPE Baled Picked Uo 090 HDPE (Colored) Colored HDPE Baled Picked Up 180 Clear Glass Flint Delivered 830 Green Glass Green Delivered 450 Brown Glass Amber Delivered 490 Contamination NIA 250
712 Each month the CONTRACTOR shall pay revenue to the COUNTY based on
the AMV equal to the total Tons of Recyclable Materials delivered by or on
behalf of the COUNTY multiplied by the revenue payment in Table 2 The
revenue payment in Column A will be in effect through March 31 2013 and that
in Column B will be in effect after that date If a Mate1ials Recovery Facility
Okaloosa County Transfer Contract_Final Page23 of52
(MRF) is developed by the CONTRACTOR within a 200 mile radius of the
COUNTY prior to March 31 2013 the revenue payment in Column B will go
into effect when such MRF becomes operational
Table 2
Per Ton Revenue Payment to COUNTY Based on AMV
Avera2e Market Value COLUMN A COLUMNB
Low Hi2h
Revenue Payment to COUNTY ($Ton)
until March 31 2013
Revenue Payment to COUNTY($Ton)
after March 31 2013 lt$8001 $9000 $2000 $2000
$9001 $10000 $2000 $2500
$10001 $11000 $2000 $3000 $11001 $12000 $2000 $3500
$12001 $13000 $2500 $4000
$13001 $14000 $3000 $4500 $14001 $15000 $3500 $5000 $15001 $16000 $4000 $5500 $16001 $17000 $4500 $6000
$17001 $18000 $5000 $6500 $18001 $19000 $5500 $7000 $19001 $20000 $6000 $7500
$20001 $21000 $6500 $8000 $21001 $22000 $7000 $8500
$22001 gt$23000 $7500 $9000
713 No later than the fifteenth (15th) Day of each month the CONTRACTOR shall
submit a Monthly Payment Report in a format approved by the Authorized
Representative for the previous calendar month detailing the calculation of each
revenue payment and the total revenue payment due to the COUNTY Said
revenue payment shall be remitted to the COUNTY within thirty (30) Days from
the end of the month for which the payment is being made
714 The CONTRACTOR may request a study to measure the composition of
Recyclable Materials utilized to calculate the AMV pursuant to Paragraph 7 1
Okaloosa County Transfer Contract_Final Page 24 of52
Table I of this Agreement such request being subject to approval by the
COUNTY If approved by the COUNTY the CONTRACTOR and COUNTY
shall jointly develop a methodology and cost estimate to conduct the composition
study The final methodology and selection of the Independent Third Party to
conduct the study must be approved by the Authorized Representative The
parties shall share equally in paying for the cost of the study Study results are
subject to final approval by the Authorized Representative Once approved
adjustments to the composition of Recyclable Materials shall become effective for
the following month and remainder of the term of the Agreement or until further
adjusted in accordance with this article
72 OTHER RECYCLABLE MATERIALS
The CONTRACTOR will remit $20 per Ton of Recyclable Material received at the
Recycling Facility that is not subject to Paragraph 71 with the exception of Recyclable
Materials not generated in Okaloosa County
ARTICLE 8 PERFORMANCE BOND
The CONTRACTOR shall furnish to the COUNTY a performance bond issued by a surety
licensed to do business in the State of Florida for the faithful performance of the Agreement and
all obligations arising hereunder The performance bond shall be made payable in favor of
Okaloosa County Florida or in lieu thereof pay to the COUNTY the sum of $200000000 A
complete bond shall be issued at least thirty (30) Days prior to the Commencement Date of this
Agreement
ARTICLE 9 LIQUIDATED DAMAGES
If the CONTRACTOR does not substantially fulfill its obligations under this Agreement the
COUNTY shall provide written notice to the CONTRACTOR of specific areas of deficiency
Examples of such deficiencies include but are not limited to the following
Okaloosa County Transfer Contract_Final Page 25 of 52
(a) Violation of environmental laws
(b) Inadequate litter control at the Transfer Stations andor the Recycling Facility Adequate
litter control is defined as minimizing litter leaving the site and the collection of off-site
and on-site litter at the end of every business day
(c) Failure to remove Solid Waste from the transfer station tipping floor in accordance with
FRANCHISEEs operating permits
(d) Other conditions created by the CONTRACTOR that could impact public health and
safety and
(e) Poor maintenance of the Transfer Stations and Recycling Facility and equipment
resulting in a poor public image of the facilities
The CONTRACTOR shall initiate reasonable steps to correct these deficiencies within seventyshy
two (72) hours of written notice If the CONTRACTOR does not initiate reasonable steps within
seventy-two (72) hours the COUNTY may at its discretion impose liquidated damages of $500
per Day until deficiencies are satisfactorily con-ected as determined by the COUNTY If the
CONTRACTOR has not con-ected these deficiencies within thirty (30) Days of receipt of written
notice the CONTRACTOR will be considered in default of the Agreement and the COUNTY
may terminate this Agreement and recover damages in the full amount of the performance bond
The COUNTY may assess liquidated damages pursuant to this Aliicle on a monthly basis and
shall at the end of each month notify the CONTRACTOR in writing of the liquidated damages
assessed and the basis for each assessment In the event the CONTRACTOR wishes to contest
such assessment(s) the CONTRACTOR shall within five (5) Days after receiving such notice
request in writing an opportunity to be heaimiddotd by the Board and present its defense to such
assessment(s)
The COUNTYs Authorized Representative shall notify the CONTRACTOR in writing of any
action taken with respect to CONTRACTORs claims and the decision of the Board will be final
Okaloosa County Transfer Contract_Final Page 26 of 52
ARTICLE 10 DEFAULT AND TERMINATION
The COUNTY may terminate this Agreement except as otherwise provided below in this
paragraph by giving CONTRACTOR fifteen (15) Days advance written notice upon the
happening of any one of the following events
(a) The CONTRACTOR fails to remedy deficiencies as noted in Article 9 within
thirty (30) Days of receipt ofwritten notice by the COUNTY
(b) The CONTRACTOR takes the benefit of any present or future insolvency statute
or shall make a general assigmnent for the benefit of creditors or file a voluntary
petition in bankruptcy or a petition or answer seeking readjustment of its
indebtedness under the Federal United States or any state thereof or consent to
the appointment or a receiver trustee or liquidator of all or substantially all of its
property or
(c) By order or decree of a court the CONTRACTOR shall be adjudged bankrupt or
an order shall be made approving a petition filed by any of its creditors or by any
of the Stockholders of the CONTRACTOR seeking its reorganization or the
readjustment of its indebtedness under federal bankrnptcy laws or under any law
of statute of the United States or of any state thereof provided that if any such
judgment is stayed or vacated within sixty ( 60) Days after the entry thereof any
notice of cancellation shall be and become null void and of no effect or
(d) By or pursuant to or under authority of any legislative act resolution or rule or
any order or decree of any cornt or government board agency or office having
jurisdiction a receiver trustee or liquidator shall take possession or control of all
or substantially all of the property of the CONTRACTOR and such possession of
control shall continue in effect for a period of sixty ( 60) Days or
(e) The CONTRACTOR shall voluntarily abandon desert or discontinue its
operation hereunder granted
Okaloosa County Transfer Contract_Final Page 27 of52
Then such shall be considered a material breach of this Agreement and the Authorized
Representative shall notify the CONTRACTOR in writing of the breach If within a period of
fifteen (15) Days the CONTRACTOR has not eliminated the conditions considered to be a
breach of contract or having so co=enced shall fail thereafter to continue with diligence the
cming thereof the Authorized Representative shall notify the Board
After these fifteen (15) Days the COUNTY can cause the CONTRACTOR to be obligated to pay
the COUNTY the amount specified in the bond and has the authority to terminate this
Agreement
ARTICLE 11 INSURANCE
111 CONTRACTORS INSURANCE
1111 The CONTRACTOR shall not co=ence any work in connection with this
Agreement until he has obtained all required insurance and such insurance has
been approved by the Okaloosa County Risk Management Director
1112 All insurance policies shall be with insurers licensed to do business in the State of
Florida and any insuring company is required to have a rnininimn rating of A
Class X in the Best Key Rating Guide published A M Best amp Co Inc
1113 All insurance shall include the interest of all entities names in and its respective
agents consultants servants and employees of each and all other interests as may
be reasonably required by Okaloosa County as Additional Insured The coverage
afforded the Additional Insured under this policy shall be primary insurance If
the Additional Insured have other insurance that is applicable to the loss such
other insurance shall be on an excess or contingent basis The amount of the
companys liability under this policy shall not be reduced by the existence of such
other insurance
Okaloosa County Transfer Contract_Final Page 28 of 52
1114 The County of Okaloosa shall be listed as Additional Insured by policy
endorsement on all insurance contracts applicable to this Agreement except
Workers Compensation and Professional Liability
1115 The County of Okaloosa shall be furnished proof of coverage by certificates of
insurance (COI) and endorsements for every applicable insurance contract
required by this Agreement The COI s and policy endorsements must be
delivered to the Autho1ized Representative not less than ten (10) Days prior to the
commencement of any and all contractual agreements between the County of
Okaloosa and the CONTRACTOR
1116 The COUNTY shall retain the right to reject all insurance contracts that do not
meet the requirement of this Agreement Further the COUNTY reserves the right
to change these insurance requirements with 60-Day notice to the
CONTRACTOR
1117 The insurance definition of Insured or Additional Insured shall include
Subcontractors Sub-subcontractors and any associated or subsidiary companies
of the CONTRACTOR which are involved and which is a part of the contract
1118 The COUNTY reserves the right at any time to require the CONTRACTOR to
provide certified copies of any insurance policies to document the insurance
coverage specified in this Agreement
1119 The designation of CONTRACTOR shall include any associated or subsidiary
company which is involved and is a part of the contract and such if any
associated or subsidiary company involved in the project must be named in the
Workers Compensation coverage
111IOAll policies shall be written so that the COUNTY will be notified of cancellation
or restrictive amendments at least thirty (30) Days prior to the effective date of
such cancellation or amendment Such notice shall be given directly to the
Authorized Representative
Okaloosa County Transfer Contract_Final Page 29 of 52
112 WORKERS COMPENSATION INSURANCE
1121 The CONTRACTOR shall secure and maintain during the life of this agreement
Workers Compensation insurance for all of his employees employed for the
project or any site connected with the work including supervision administration
or management of this project and in case any work is sublet with the approval
of the County of Okaloosa the CONTRACTOR shall require the Subcontractor
similarly to provide Workers Compensation insurance for all employees
employed at the site of the project and such evidence of insurance shall be
furnished the County of Okaloosa not less than ten (10) Days prior to the
conunencement of any and all subcontractual agreements which have been
approved by the County of Okaloosa
1122 Such insurance shall comply with the Florida Workers Compensation Law
1123 No class of employee including the CONTRACTOR himself shall be excluded
from the Workers Compensation insurance coverage The Workers
Compensation insurance shall also include Employers Liability coverage
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE
1131 The CONTRACTOR shall maintain Business Automobile Liability insurance
coverage throughout the life of this Agreement The insurance shall include
Owned Non-owned amp Hired Motor Vehicle coverage
1132 The CONTRACTOR shall carry other Conunercial General Liability insurance
against all other Bodily Injury Property Damage and Personal and Advertising
Injury exposures The coverage shall include both On- and Off-Premises
Operations Contractual Liability Board Form Property Damage and
Professional Liability
1133 All liability insurance ( other than Professional Liability) shall be written on an
occurrence basis and shall not be written on a claim-made basis If the insurance
Okaloosa County Transfer Contract~Final Page 30 of 52
is issued with an aggregate limit of liability the aggregate limit of liability shall
apply only to the locations included in this Agreement If as the result of any
claims or other reasons the available limits of insurance reduce to less than those
stated in the Limits of Liability the CONTRACTOR shall notify the Authorized
Representative in writing The CONTRACTOR shall purchase additional liability
insurance to maintain the requirements established in this Agreement Umbrella
or Excess Liability insurance can be purchased to meet the Limits of Liability
specified in this Agreement
1134 Commercial General Liability coverage shall be endorsed to include the
following
Premises - Operation Liability
Occurrence Bodily Injmy and Property Damage Liability
Independent CONTRACTORs Liability
Completed Operations and Products Liability
1135 CONTRACTOR shall agree to keep in continuous force Commercial General
Liability coverage including Completed Operations and Products Liability for two
(2) years beyond acceptance ofproject
114 LIMITS OF LIABILITY
The insurance required shall be written for not less than the following or greater if
required by law and shall include Employers liability with limits as prescribed in this
contract
LIMIT
A Workers Compensation
(1) State Statut01y
(2) Employers Liability $1000000 each accident
B Business Automobile amp Commercial $1000000 each occurrence
General Liability Insurance (A combined single limit)
C Personal and Adve1tising Injury $250000
D Pollution Liability $10000000 each occurrence
Okaloosa County Transfer Contract_Final Page 31 of 52
115 NOTICE OF CLAIMS AND LITIGATION
The CONTRACTOR agrees to report any incident or claim that results from performance
of this Agreement The COUNTY representative shall receive written notice in the form
of a detailed written repmi describing the incident or claim within ten ( 10) Days of the
CONTRACTORs knowledge In the event such incident or claim involves injury andor
property damage to a third party verbal notification shall be given the same Day the
CONTRACTOR becomes aware of the incident or claim followed by a written detailed
report within ten (10) Days of verbal notification
116 INDEMNIFICATION AND HOLD HARMLESS
To the fullest extent permitted by law CONTRACTOR shall indemnify and hold
harmless COUNTY its officers and employees from liabilities damages losses and
Costs including but not limited to reasonable attorney fees to the extent caused by the
negligence recklessness or intentional wrongful conduct of the CONTRACTOR and
other persons employed or utilized by the CONTRACTOR in the performance of this
contract
117 CERTIFICATES OF INSURANCE
1171 Certificates of insurance in duplicate indicating the job site and evidencing all
required coverage must be submitted to and approved by Okaloosa County prior
to the commencement of any of the work The certificate holder(s) shall be as
follows
Okaloosa County
602-C No1ih Pearl Street
Crestview Florida 32536
1172 All policies shall expressly require thirty (30) Days written notice to Okaloosa
County at the address set out above or the cancellations of material alterations of
such policies and the Certificates of Insurance shall so provide
Okaloosa County Transfer Contract_Final Page32 of52
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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wmiddotM~middot7J middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot ~
Lois Jones STATE OF Flori COUNTY OF Ca]oosa
I HlllampIY CIATIFY lhfl on 1hi1 day btfor me an olfictt d11l1 nliltelbld middot in 11M $1amp11 afOffllid ampnd In 1M Cova11 alonuid to Ille UkllllMtiplfntt ptllDIUIU apptAltclJlh If 1111gar poundKee Vice President ~Jleve1opnmtt Ollpiey Inc
FILEtl 1247660 OKALOOSA COUNTYFLORIDA
I
R~D1 MAR 11 1993 8 3144 PM NEWNAN C BRACKIN CLERK
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Northgate DeVelomicrorent Canpany Inc
bull -11on unJ tho 1w f Florida ino -1 i o fufnnbull 1350 E John Sims Pkwy Niceville FL 32578 ~naff1r colW tiamp gronlor lo Okaloosa Board of County Cctrmissioners
colioi potoltc ddr u Okaloosa County courthouse OFFICIAL RECORDS Crestview Fl 32536 BK 1732 PG 486
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LEXAL DESCRIPrIOO CCHoIDvCIN3 at the concrete nonurrent (1980 FAFB) rrarking the NW corner of the NE ( ~f section 8 lbwnship 2 South Range 24 West Okaloosa Co1lllty Florida run S88-2048E along the north boundacy thereof 62500 feet to a concrete mgtrnnEnt numbered 3501 thence S03deg00 1 181w 20006 feet to a concrete rronurrent mmtered 3501 and the POINI OF BEGINNIIlaquo thence continue S03deg00 1 l811W 6602 feet to a concrete mmUOOlt numbered 3501 thence S88deg2048 11E 113000 feet to a ooncrete nonument mmbered 3501 on the weseerly right-of-way line of the Hill Avenue Extension AKA Freedan-Way thence N07deg1545 11E along said right-of-way line 6632 feet to a concrete rromment nurrbered 3501 thence N88deg2048W 113493 feet to the POINT OF BffiINNING Containing 172 acres nore or less SUbject to easanent of record ittls property is to be used as county maintained road
Togtlfatr wfll oU 1k l1Mriuntt lrcll10ffl9ftlt csnd PurffflGICff -- ~ or M - wlte appertlllrdnf
to llaue and hi ltlld i 1=
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MADAIIIS OrPICE SUPPLY -2138113 WAHANff OUO =01-iunON
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Northgate Develomicronent company Inci
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1affelnotr eatrlaquol rr glllllfN
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LFGAL DFSCRIPrION PARCEL B BEGINNING at the concrete monument marking (1980 JilFB) the NW corner of the NE of Section 8 Township 2 South Range 24 West Okaloosa OJunty Florida run S88deg20 14811 E along the north boijndary thereof 62500 feet to a concrete monunent numbered 3501 tBence S03 001 l81W 46000 feet to a concrete monument numbered 3501 thence N88 2048W 62500 feet to a concrete monument num~red 3501 on the west boundary of the aforesaid NE~ of Section 8 thence N03 0018E along said west boindary 46000 feet to the POINT OF BEGINNING Containing 660 acres more or less middot
Togtlhff WlH apparialnlRQ
To llaue and to Bold 1 r ff Bod th gPIWOr h-b oo-- wllfa ald a~ 1Jm U t lcwuil bullefud ol Mid land tn bull
bnp1 IIal II lo good ~hi J lwul owlori1 lo ll J con- 4JJ IonI Ml U _ vll _ n111u 11a ml fo rdd kI iiil w-lU df=rd tL ==-~~ ~e ~ Luof2J c~ of all~ wAaRUatNr
and duat old land t Ne ol cU encwnLroncu FLORIDA DOCUMENTARY STAMP TAX REQUIRED BY LAW IN THE AMOUNT OF IJVe(Sdeg1AS BEEN P bull NEWMAN C BR CKIN CLERK OKAL COU TY B DC
~0~~ ohn wbull MingerL ExecbullVice Pres-middotmiddotmiddot
IPACl ULOW 01 IKO-flgtIH VU
I HERampBY CERTIFY thn on thibull dar bdou me an officer dulr authoriud in 1hc Stilt aforuald and in the County alorruid to ukc ucknowlrd~mn11 pcnonbullllr appnrtd
John w Minger Exec Vice Pres Northgate Developnent Ompany Inc
RCD1 OCT 23 1989 NEWMAN C BRACKIN
FILElt 1058478 OKALOOSA COUNTYFL0R1DA
r Waste Management Inc of Florida
w~o11 poatollH addra U 500 Cypress Creek Road West Suite 300 Fort Lauderdale Florida 33309
I
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CLERK i
-
EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
Affiliate Entity Report
Name
0842463 BC Ltd
1-800-Pack-Rat LLC
1329409 Ontario Inc
2M Investments LLC
3368084 Canada Inc
635952 Ontario Inc
Acaverde SA de CV
Acaverde Servicios SA de C V
Advanced Environmental Technical Services LLC
Akron Regional landfill Inc
Alabama Waste Disposal Solutions LLC
Alliance Sanitary Landfill Inc
Alpharetta Transfer Station LLC
American Landfill lnc
American RRT Fiber Supply LP
Anderson Landfill Inc
Antelope Valley Recycling and Disposal Facility Inc
Arden Landfill Inc
Atlantic Waste Disposal Inc
Automated Salvage Transport Co LLC
Auxiwaste Services SA
Avalon South LLC
Avalon Southwest Inc
Azusa Land Reclamation Inc
BampB Landfill Inc
Barre Landfill Gas Associates LP
Beecher Development Company
Bestan Inc
Big Belly Solar Inc
Big Dipper Enterprises Inc
Bluegrass Containment LLC
Burnsville Sanitary Landfill Inc
CampC Disposal LLC
CID Landfill Inc
CA Newco LLC
Cal Sierra Disposal
California Asbestos Monofill Inc
Canadian Waste Services Holdings Inc
Capital Sanitation Company
Capitol Disposal Inc
Carolina Grading Inc
Cedar Ridge Landfill Inc
Central Disposal Systems Inc
Chadwick Road Landfill Inc
Chambers Clearview Environmental Landfill Inc
Chambers Development Company Inc
Chambers Development of Ohio Inc
Chambers of Georgia Inc
Chambers of Mississippi lnc
Chemical Waste Management of Indiana LLC
Chemical Waste Management of the Northwest Inc
Chemical Waste Management Inc
8312010 83532 AM
Active Legal Entities
Federal ID No
20-2107163
NA-0000001
87-0681820
NA-0000003
NA-0000005
NA-0000010
NA-0000011
36-4016575
31-1595650
76-0641853
23-2383025
20-1457486
34-1355783
23-2790769
76-0590137
95-3344381
25-1249512
36-3852536
04-3735644
NA-0000013
26-3549579
26-2817237
95-2908438
20-1469925
06-1438474
36-3381285
NA-0000017
33-1056366
45-0325454
76-0641298
41-1882463
20-1289317
16-1091396
35-2228276
94-2349727
68-0232434
NA-0000020
88-0121888
76-0638591
57-0923608
62-1727570
42-0995450
58-1798581
25-1652556
25-1214958
51-0396835
58-2397639
25-1628285
36-4067587
91-1089393
36-2989152
State of Entity Type Incorporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Limited Partnership
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Limited Partnership
Joint Venture
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Limited liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited liability Company
Corporation
Corporation
British Columl
Delaware
Ontario
Utah
Canada
Ontario
Mexico
Mexico
Delaware
Delaware
Alabama
Pennsylvania
Georgia
Ohio
Pennsylvania
Delaware
California
Pennsylvania
Delaware
Delaware
France
Delaware
Delaware
California
Delaware
Delaware
Illinois
Quebec
Delaware
North Dakota
Delaware
Minnesota
Georgia
New York
Delaware
California
California
Ontario
Nevada
Alaska
South Carolin
Delaware
Iowa
Georgia
Mississippi
Delaware
Ohio
Delaware
Mississippi
Delaware
Washington
Delaware
Page I
Affiliate Entity Report Active Legal Entities State of
Name Federal ID No Entity Type Incorporation
Chesser Island Road Landfill Inc 58-2364490 Corporation Georgia
City Disposal Systems Inc 38-3407001 Corporation Delaware
City Environmental Services Inc of Waters 38-3020069 Corporation Michigan
City Environmental Inc 38-3407576 Corporation Delaware
Cleburne Landfill Company Corp 59-3069374 Corporation Alabama
Coast Waste Management Inc 95-2557952 Corporation California
Connecticut Valley Sanitary Waste Disposal Jnc 04-2796580 Corporation Massachusett
Conservation Services Inc 84-0915035 Corporation Colorado
Continental Waste Industries Arizona Inc 22-3146904 Corporation New Jersey
Corporate Housing Initiatives II Limited Partnership 52-1854657 Limited Partnership Delaware
Coshocton Landfill Inc 31-1214800 Corporation Ohio
Cougar Landfill Inc 76-0211843 Corporation Texas
Countryside Landfill Inc 36-2838336 Corporation Illinois
CR Grdup LLC 87-0629120 Limited Liability Company Utah
Cuyahoga Landfill Inc 76-0680495 Corporation Delaware
CWM Chemical Services LLC 36-4203347 Limited Liability Company Delaware
Dafter Sanitary Landfill Inc 38-2754804 Corporation Michigan
Dauphin Meadows Inc 23-2390183 Corporation Pennsylvania
Deep Valley Landfill Inc 23-2886200 Corporation Delaware
Deer Track Park Landfill Inc 39-1802678 Corporation Delaware
Del Alma Landfill LLC 74-3055347 Limited Liability Company Delaware
Delaware Recyclable Products Inc 51-0334417 Corporation Delaware
Dickinson Landfill Inc 76-0325384 Corporation Delaware
Disposal Service Incorporated 55-0618479 Corporation West Virginia
DLA Investments Inc 20-4595489 Corporation Florida
Dominium Opportunity Fund A California Limited Partnership 95-4507794 Limited Partnership California
Downtown Diversion Inc 80-0069661 Corporation California
EC Waste Inc 66-0523535 Corporation Puerto Rico
Earthmovers LandfiH LLC 61-1342591 Limited Liability Company Delaware
East Liverpool Landfill Inc 34-1637446 Corporation Ohio
Eastern One Land Corporation 76-0695122 Corporation Delaware
Eco-Vista LLC 72-1541909 Limited Liability Company Arkansas
eCycling Services LLC 38-3684879 Limited Liability Company Delaware
El Coqui Landfill Company Inc 66-0555785 Corporation Puerto Rico
El Coqui Waste Disposal Inc 76-0480500 Corporation Delaware
ELDA Landfill Inc 76-0639272 Corporation Delaware
Elk River Landfill Inc 41-1283941 Corporation Minnesota
Enerkem Inc Corporation Quebec
Envirofil of Illinois Inc 37-0957555 Corporation Illinois
Evergreen Landfill Inc 76-0472693 Corporation Delaware
Evergreen National Indemnity Company UK-0000142 Corporation Ohio
Evergreen Recycling and Disposal Facility Inc 76-0638587 Corporation Delaware
Farmers Landfill Inc 43-0863680 Corporation Missouri
Feather River Disposal Inc 06-1479349 Corporation California
Gl Industries 87-0430285 Corporation Utah
GA Landfills Inc 58-2293782 Corporation Delaware
Gallia Landfill Inc 31-1509605 Corporation Delaware
Garnet of Maryland Inc 52-1916417 Corporation Maryland
Gateway Transfer Station LLC 20-1457460 Limited Liability Company Georgia
Georgia Waste Systems Inc 58-1028526 Corporation Georgia
Gestion Des Rebuts DMP Inc NA-0000033 Corporation Quebec
Giordano Recycling LLC 20-2098765 Limited Liability Company Delaware
8312010 83532 AM Page 2
Affiliate Entity Report Active Legal Entities State of
Name Federal ID No Entity Type Incorporation
Glades Landfill LLC
Glens Sanitary Landfill Inc
Grand Central Sanitary Landfill Inc
Greenbow LLC
Grupo WMX SA De CV
Guadalupe Mines Mutual Water Company
Guadalupe Rubbish Disposal Co Inc
Guam Resource Recovery Partners LP
Ham Lake Haulers Inc
Harris Sanitation lnc
Harvest Power Inc
Harwood Landfill Inc
Hedco Landfill Limited
High Mountain Fuels LLC
Hillsboro Landfill Inc
Holyoke Sanitary Landfill Inc
IN Landfills LLC
Jahner Sanitation Inc
Jay County Landfill LLC
JFS (UK) Limited
Kand W Landfill Inc
Kahle Landfill Inc
Keene Road Landfill Inc
Kelly Run Sanitation lnc
Key Disposal Ltd
KeyCorp Investment Limited Partnership
King George Landfill Properties LLC
King George Landfill Inc
La Quinta MedicalCommercial Plaza Ltd
Lakeville Recycling LP
Land Reclamation Company Inc
Land South Holdings LLC
Landfill Services of Charleston Inc
Laurel Highlands Landfill Inc
LCS Services Inc
Liberty Landfill LLC
Liberty Lane West Owners Association
Liquid Waste Management Inc
LongleafCampD Disposal Facility Inc
Longmont Landfill LLC
Looney Bins lnc
MSTS Inc
Mahoning Landfill Inc
Mass Gravel Inc
Mc Ginnes Industrial Maintenance Corporation
McDaniel Landfill Inc
McGill Landfill Inc
Meadowfifl Landfill Inc
Michigan Environs Inc
MicroGREEN Polymers Inc
Midwest One Land Corporation
Minneapolis Refuse Incorporated
8312010 83532 AM
73-1630187
38-2065407
23-2049337
05-0605713
NA-0000039
77-0398278
95-2746842
36-4149976
41middot1704537
59-1219741
52-1637402
NA-0000040
26-2268599
93-0760239
04-2481863
61-1342588
45-0410330
61-1342592
NA-0000044
38-2504167
43-1682575
59-2044226
25-1696669
NA-0000045
34-1783428
27-0747734
54-1632805
95-4357859
36-3730138
36-3640284
20-5908782
55-0731302
25-1640583
55-0673745
61-1342590
36-4163829
95-2779930
59-3598129
36-4551803
95-4704325
36-3542321
34-1047662
04-3117495
74-1532790
45-0399545
38-3076718
31-1509701
38-2434760
20-0606093
41-0972178
Limited Liability Company
Corporation
Corporation
Limited Liability Company
Corporation
Not For Profit Corporation
Corporation
Limited Partnership
Corporation
Corporation
Corporation Corporation
Corporation
Limited Liability Company
Corporation
Corpoi-ation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Limited Liability Company
Corporation
Limited Partnership
Limited Partnership
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Limited Liability Company
Not For Profit Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Florida
Michigan
Pennsylvania
Alabama
Mexico
California
California
Delaware
Minnesota
Florida
Delaware
Maryland
England
Delaware
Oregon
Massachusett
Delaware
North Dakota
Delaware
England
Michigan
Missouri
Florida
Pennsylvania
British Columl
Ohio
Virginia
Virginia
California
Delaware
Delaware
Delaware
West Virginia
Pennsylvania
West Virginia
Delaware
New Hampshi
California
Florida
Delaware
California
Delaware
Ohio
Massachusetl
Texas
North Dakota
Michigan
Delaware
Michigan
Washington
Delaware
Minnesota
Page 3
Affiliate Entity Report Active Legal Entities State of
Name Federal ID No Entity Type Incorporation
Modern-Mallard Energy LLC
Modesto Garbage Co Inc
Moor Refuse Inc
Mountain High Medical Disposal Services Inc
Mountain Indemnity Insurance Company
Mountainview Landfill Inc (MD)
Mountainview Landfill Inc (UD
Nassau Landfill LLC
National Guaranty Insurance Company of Vermont
New England CR LLC
New Milford Landfill LLC
New Orleans Landfill LLC
NHVT Energy Recovery Corporation
North Manatee Recycling and Disposal Facility LLC
Northwestern Landfill Inc
Nu-Way Live Oak Reclamation Inc
Oakridge Landfill Inc
Oakwood Landfill Inc
Okeechobee Landfill Inc
Ozark Ridge Landfill Inc
P amp R Environmental Industries LLC
Pacific Waste Management LLC
Palmetto Seed Capital Fund
Palo Alto Sanitation Company
Pappy Inc
Peltz HC LLC
Pen-Rob Inc
Penuelas Valley Landfill Inc
Peoples Landfill Inc
Peterson Demolition Inc
Phoenix Resources Inc
Pine Grove Landfill Inc (PA)
Pine Tree Acres Inc
PPP Corporation
ProCentury Corporation
Pulaski Grading LLC
Quail Hollow Landfill Inc
Questquill Limited
R amp B Landfill Inc
RAA Colorado LLC
RAA Trucking LLC
RCI Hudson Inc
Recycle America Co LLC
Recycle America Holdings Inc
Redwood Landfill Inc
Refuse Services Inc
Refuse Inc
Reliable Landfill LLC
Remote Landfill Services Inc
Reno Disposal Co
Resco Holdings LLC
Resource Control Composting Inc
8312010 83532 AM
57-1161216
94-1643145
33-0622768
20-2500293
03-0328445
25-1538716
76-0548746
37-1487482
36-3643755
04-3735642
76-0641312
38-3699690
02-0390004
26-0283104
52-2023458
68-0236308
25-1547187
57-0974474
25-1628636
71-0692520
04-3735653
98-0227312
57-0889130
94-1075868
52-1561430
UK-0000100
86-0504613
66-0560251
38-3406998
41-1625867
23-2483102
23-2388139
38-2544258
23-2146479
UK-0000026
76-0638043
62-1727567
98-0221631
25-1754371
20-2587942
39-2040612
04-3044820
04-3735636
72-1541913
94-1443150
59-1098850
88-0094235
73-1654400
62-1421307
88-0087833
20-0584193
04-3044833
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liilbility Company
Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Trust
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Limited Liability Company
Corporation
Delaware
California
California
Utah
Vermont
Maryland
Utah
Delaware
Vermont
Delaware
Delaware
Delaware
New Hampshi
Florida
Delaware
Delaware
South Carolin
South Carolin
Florida
Arkansas
North Carolin
Delaware
South Carolin
California
Maryland
Wisconsin
Arizona
Puerto Rico
Delaware
Minnesota
Pennsylvania
Pennsylvania
Michigan
Delaware
Ohio
Delaware
Delaware
United Kingdc
Georgia
Colorado
Wisconsin
Massachusen
Delaware
Delaware
Delaware
Florida
Nevada
Delaware
Tennessee
Nevada
Delaware
Massachusett
Page 4
Affiliate Entity Report Active Legal Entities
State of
Name Federal ID No Entity Type Incorporation
Resource Control Inc
Richland County Landfill Inc
Riegel Ridge LLC
Riverbend Landfill Co
Rolling Meadows Landfill Inc
RRT Design amp Construction Corp
RRT Empire of Monroe County Inc
RTS Landfill Inc
Rust Engineering amp Construction Inc
Rust Engineering (Thailand) Ltd
Rust International Inc
S amp J Landfill Limited Partnership
S amp S Grading Inc
S V Farming Corp
S4 Columbia Ridge Recovery LLC
S4 Energy Chambers Recovery LLC
S4 Energy Solutions LLC
Sanifill de Mexico (US) Inc
Sanifill de Mexico SA de CV
Sanifill Power Corporation
SC Holdings Inc
Serubam Servicos Urbanos E Ambientais Ltda
SES Bridgeport LLC
Shade Landfill Inc
Shanghai Environment Group Company Limited
Sierra Estrella Landfill Inc
Southern Alleghenies Landfill Inc
Southern One Land Corporation
Southern Plains Landfill Inc
Southern Waste Services LLC
Spruce Ridge Inc
Stony Hollow Landfill Inc
Suburban Landfill Inc
Terrabon Inc
Texarkana Landfill LLC
Texas Pack Rat - Austin 1 LLC
Texas Pack Rat - Dallas 1 LLC
Texas Pack Rat - Houston 1 LLC
Texas Pack Rat- Houston 2 LLC
Texas Pack Rat - Houston 3 LLC
Texas Pack Rat - San Antonio 1 LLC
Texas Pack Rat Service Company LLC
The Peltz Group LLC
The Waste Management Charitable Foundation
The Woodlands of Van Buren Inc
Thermal Remediation Solutions LLC
TNT Sands Inc
Trail Ridge Landfill Inc
T ransarnerican Waste Central Landfill Inc
Trash Hunters Inc
TrashCo Inc
Tri-County Sanitary Landfill LLC
8312010 83532 AM
04-2655361
58-1708996
56-2124210
93-0724866
76-0325383
16-1353118
16-1409567
58-1924102
63-1081016
NA-0000162
63-1081055
76-0404581
58-1858013
22-2976860
27-1892156
27-1372079
26-4136359
76-0419331
NA-0000070
76-0496422
36-2898300
NA-0000077
36-4057298
23-2886198
86-0717293
25-1249160
72-1534481
73-1384828
61-1342585
41-1591957
76-0638597
76-0638596
30-0239245
20-3668884
26-2054900
20-4572488
20-5227255
20-5227324
20-4572603
05-0545181
04-3073733
36-3791221
91-1865607
57-0937314
36-3667296
76-0463386
64-0852590
26-1885543
20-0937658
Corporation
Corporation
Limited Liability Company
Corporation Corporation
Corporation
Corporation
Corporation Corporation
Corporation
Corporation
Limited Partnership
Corporation Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Joint Venture
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Not For Profit Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Massachusett
South Carolin
North Carolim
Oregon
Delaware
Delaware
New York
Delaware
Delaware
Thailand
Delaware
Texas
West Virginia
New Jersey
Delaware
Delaware
Delaware
Delaware
Mexico
Delaware
Pennsylvania
Brazil
Delaware
Delaware
Peoples Rep1
Arizona
Pennsylvania
Delaware
Oklahoma
Delaware
Minnesota
Delaware
Delaware
Delaware
Delaware
Texas
Texas
Texas
Texas
Texas
Texas
Texas
Wisconsin
Delaware
Delaware
Oregon
South Carolin
Delaware
Delaware
Mississippi
Delaware
Delaware
Page 5
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No EntilyType Incorporation
TX Newco LLC 61-1468715 Limited Liability Company Delaware
United Waste Systems Leasing Inc 38-3324143 Corporation Michigan
United Waste Systems of Gardner Inc 04-3320949 Corporation Massachusett
USA South Hills Landfill Inc 25-1139448 Corporation Pennsylvania
USA Valley Facility Inc 23-2886199 Corporation Delaware
USA Waste Geneva Landfill Inc 34-1802751 Corporation Delaware
USA Waste Landfill Operations and Transfer Inc 76-0435557 Corporation Texas
USA Waste of California Inc 68-0306154 Corporation Delaware
USA Waste of Pennsylvania LLC 74-2921886 Limited Liability Company Delaware
USA Waste of Texas Landfills Inc 76-0322548 Corporation Delaware
USA Waste of Virginia Landfills Inc 58-1932248 Corporation Delaware
USA Waste Services of NYC Inc 11-3301808 Corporation Delaware
USA Waste-Management Resources LLC 13-3853086 Limited Liability Company New York
USA-Grine LLC 04-3735654 Limited Liability Company Delaware
UWS Barre Inc 04-3320948 Corporation Massachusett
Valley Garbage and Rubbish Company Inc 95-2090787 Corporation California
Vaporlok Technology LLC Limited Liability Company Delaware
Verns Refuse Service Inc 45-0435644 Corporation North Dakota
VFB LLC 22-3842831 Limited Liability Company New Jersey
VHG Inc UK-0000023 Corporation Minnesota
Vickery Environmental Jnc 31-1153176 Corporation Ohio
Vista Landfill LLC 59-3652174 Limited Liability Company Florida
Voyageur Disposal Processing Inc 41-1734827 Corporation Minnesota
Warner Company 51-0281233 Corporation Delaware
Warner Hill Development Company 34-1043478 Corporation Ohio
Waste Away Group Inc 63-0898842 Corporation Alabama
Waste Management Arizona Landfills Inc 86-0683003 Corporation Delaware
Waste Management Buckeye LLC 26-0076809 Limited Liability Company Delaware
Waste Management Collection and Recycling Inc 95-2621587 Corporation California
Waste Management Disposal Services of Colorado Inc 84-1004487 Corporation Colorado
Waste Management Disposal Services of Maine Inc 01-0392888 Corporation Maine
Waste Management Disposal Services of Maryland Inc 36-2898301 Corporation Maryland
Waste Management Disposal Services of Massachusetts Inc 04-2320990 Corporation Massachusett
Waste Management Disposal Services of Oregon Inc 36-3548405 Corporation Delaware
Waste Management Disposal Services of Pennsylvania Inc 23-1655318 Corporation Pennsylvania
Waste Management Disposal Services of Virginia Jnc 36-3791008 Corporation Delaware
Waste Management Financing Corporation 36-4200855 Corporation Delaware
Waste Management Holdings Inc 36-2660763 Corporation Delaware
Waste Management Inc- of Florida 59-1094518 Corporation Florida
Waste Management lndycoke LLC 81-0640497 Limited Liability Company Delaware
Waste Management International Inc 36-3255004 Corporation Delaware
Waste Management International Ltd NA-0000099 Limited Liability Company Bermuda
Waste Management Municipal Services of California Inc 77-0151385 Corporation California
Waste Management National Services Inc 760686861 Corporation Delaware
Waste Management New England Environmental Transport Inc 04-3509618 Corporation Delaware
Waste Management of Alameda County lnc 94-0727420 Corporation California
Waste Management of Alaska Inc 91-1879241 Corporation Delaware
Waste Management of Arizona Inc 86-0198265 Corporation California
Waste Management of Arkansas Inc 04-2814811 Corporation Delaware
Waste Management of California Inc 95-1735737 Corporation California
Waste Management of Canada Corporation NA-0000021 Corporation Ontario
Waste Management of Carolinas Inc 56-0731307 Corporation North Caroline
8312010 83532 AM Page 6
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No Entity Type Incorporation
Waste Management of Colorado Inc
Waste Management of Connecticut Inc
Waste Management of Delaware Inc
Waste Management of Fairless LLC
Waste Management of Five Oaks Recycling and Disposal Facility t
Waste Management of Georgia Inc
Waste Management of Hawaii Inc
Waste Management of Idaho Inc
Waste Management of lltinois Inc
Waste Management of Indiana Holdings One Inc
Waste Management of Indiana Holdings Two Inc
Waste Management of Indiana LLC
Waste Management of Iowa Inc
Waste Management of Kansas Jnc
Waste Management of Kentucky Holdings Inc
Waste Management of Kentucky LLC
Waste Management of Leon County Inc
Waste Management of Londonderry Inc
Waste Management of Louisiana Holdings One Inc
Waste Management of Louisiana LLC
Waste Management of Maine Inc
Waste Managerrient of Maryland Inc
Waste Management of Massachusetts Inc
Waste Management of Metro Atlanta Inc
Waste Management of Michigan Inc
Waste Management of Minnesota Inc
Waste Management of Mississippi Inc
Waste Management of Missouri Inc
Waste Management of Montana Inc
Waste Management of Nebraska Inc
Waste Management of Nevada Inc
Waste Management of New Hampshire Inc
Waste Management of New Jersey Inc
Waste Management of New Mexico Inc
Waste Management of New York LLC
Waste Management of North Dakota Inc
Waste Management of Ohio Inc
Waste Management of Oklahoma Inc
Waste Management of Oregon Inc
Waste Management of Pennsylvania Gas Recovery LLC
Waste Management of Pennsylvania Inc
Waste Management of Plainfield LLC
Waste Management of Rhode Island Inc
Waste Management of South Carolina Inc
Waste Management of South Dakota Inc
Waste Management of Texas Holdings Inc
Waste Management of Texas Inc
Waste Management of Tunica Landfill Inc
Waste Management of Utah Inc
Waste Management of Virginia Inc
Waste Management of Washington Inc
Waste Management of West Virginia lnc
8312010 83532 AM
84-0523684
06-1485581
51-0094505
26-3468180
37-1035820
36-3319564
76-0638599
82-0364976
36-2660859
36-4039079
36-4059574
36-4071447
42-0824220
48-0634806
36-4059575
36-4035849
36-3319565
20-5657050
36-4142119
36-4119910
01-0267739
52-0250430
04-2535063
58-1937966
38-1214786
36-2698820
36-3005295
43-0992367
36-3564773
36-3469702
88-0394159
04-2482447
36-3700143
85-0229020
36-4206797
36-3798294
25-1673264
73-0685975
93-0612655
20-2926331
25-1232336
76-0722971
36-3668109
36-2935124
46-0348394
43-1976001
75-1223528
64-0869334
87-0302156
25-1578667
36-3846342
36-3553198
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Colorado
Delaware
Delaware
Delaware
Delaware
Georgia
Delaware
Idaho
Delaware
Delaware
Delaware
Delaware
Iowa
Kansas
Delaware
Delaware
Florida
Delaware
Delaware
Delaware
Maine
Maryland
Massachusett
Georgia
Michigan
Minnesota
Mississippi
Delaware
Delaware
Delaware
Nevada
Connecticut
Delaware
New Mexico
Delaware
Delaware
Ohio
Oklahoma
Oregon
Delaware
Pennsylvania
Delaware
Delaware
South Carolin
South Dakota
Delaware
Texas
Mississippi
Utah
Virginia
Delaware
Delaware
Page7
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No Entity Type Incorporation
Waste Management of Wisconsin Inc
Waste Management of Wyoming Inc
Waste Management Partners Inc
Waste Management Recycle Asia LLC
Waste Management Recycling and Disposal Services of California
Waste Management Recycling of New Jersey LLC
Waste Management Security LLC
Waste Management Service Center Inc
Waste Management Inc
Waste Management Inc of Tennessee
Waste Resources of Tennessee Inc
Waste Services of Kentucky LLC
Waste to Energy Holdings Inc
Waste to Energy I LLC
Waste to Energy II LLC
Wastech Inc
WESI Baltimore Inc
WESI Capital Inc
WESI Peekskill Inc
WESI Westchester Inc
Westchester Resco Associates LP
Western One Land Corporation
Western Waste Industries
Western Waste of Texas LLC
Wheelabralor -Ballin1u1e LLC
Wheelabrator Baltimore LP
Wheelabrator Bridgeport LP
Wheelabrator Cedar Creek Inc
Wheelabrator Chambers Inc
Wheelabrator China Holdings Limited
Wheelabrator Claremont Company LP
Wheelabrator Claremont Inc
Wheelabrator Concord Company LP
Wheelabrator Concord Inc
Wheelabrator Connecticut lnc
Wheelabrator Culm Services Inc
Wheelabrator Environmental Systems Inc
Wheelabrator Environmental Technologies Consulting (Shanghai) (
Wheelabrator Falls Inc
Wheelabrator Frackville Energy Company Inc
Wheelabrator Frackville Properties Inc
Wheelabrator Frederick Inc
Wheelabrator Fuel Services Inc
Wheelabrator Gloucester Company LP
Wheelabrator Gloucester Inc
Wheelabrator Guam Jnc
Wheelabrator Hudson Falls LLC
Wheelabrator Lassen Inc
Wheelabrator Lisbon Inc
Wheelabrator McKay Bay Inc
Wheelabrator Millbury Inc
Wheelabrator Netherlands BV
831200 83532 AM
39-0967466
36-3828554
36-3220911
39-1977904
95-2370376
04-3735640
43-1970495
20-4017651
73-1309529
36-2935128
54-0838353
94-3429202
76-0652923
02-0519035
02-0519036
93-0936732
02-0357495
36-3861933
02-0363274
02-0360305
02-0367753
76-0688224
95-1946054
30-0239250
36-4057301
36-4057307
36-4057309
02-0443870
26-3194113
23-50847741
02-0390003
20-4284300
02-0394017
02-0393450
36-3908786
02-0442574
02-0412779
27-2548111
04-3024782
02-0393452
04-3100742
02-0442576
02-0396724
02-0391601
36-3926262
72-1541910
36-3926261
61-1167063
36-3240315
02-0412788
26-4308579
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Partnership
Limited Partnership
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Limited Partnership
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Wisconsin
Delaware
Delaware
Ohio
California
Delaware
Delaware
Delaware
Delaware
Tennessee
Tennessee
Delaware
Delaware
Delaware
Delaware
Nevada
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
California
Delaware
Delaware
Maryland
Delaware
Delaware
Delaware
Hong Kong
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Peoples Rep1
Delaware
Delaware
Delaware
Delaware
Delaware
New Jersey
Delaware
Delaware
Delaware
Delaware
Delaware
Florida
Delaware
Netherlands
Page8
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No EntifyType Incorporation
Wheelabrator New Hampshire Inc
Wheelabrator New Jersey Inc
Wheelabrator NHC Inc
Wheelabrator North Andover Inc
Wheelabrator North Broward Inc
Wheelabrator Norwalk Energy Company Inc
Wheelabrator Penacook Inc
Wheelabrator Pinellas Inc
Wheelabrator Portsmouth Inc
Wheelabrator Putnam Inc
Wheelabrator Ridge Energy Inc
Wheelabrator Saugus Inc
Wheelabrator Shasta Energy Company Inc
Wheelabrator Sherman Energy Company GP
Wheelabrator Sherman Station LLC
Wheelabrator Sherman Station One Inc
Wheelabrator South Broward Inc
Wheelabrator Spokane Inc
Wheelabrator Technologies Inc
Wheelabrator Technologies International Inc
Wheelabrator Westchester LP
White Lake Landfill Inc
Williams Landfill LLC
Willow Oak Landfill LLC
WM Arizona Ope atiur1s LLC
WM Asphalt Products LLC
WM Bagco LLC
WM Conversion Energy LLC
WM Conversion Fund LLC
WM Corporate Services Inc
WM Emergency Employee Support Fund Inc
WM Energy Resources Inc
WM Energy Solutions Inc
WM Green Squad LLC
WM GreenOps LLC
WMGTL Inc
WM GTL LLC
WM Healthcare Solutions Inc
WM Illinois Renewable Energy LLC
WM International Holdings Inc
WM International Services (UK) Limited
WM Lamp Tracker Inc
WM Landfills of Ohio Inc
WM Landfills of Tennessee Inc
WM Leasing of Arizona LLC
WM Leasing of Texas LP
WM LNG Inc
WM Mercury Waste Inc
WM Middle Tennessee Environmental Center LLC
WM Mobile Bay Environmental Center Inc
WM Nevada Renewable Energy LLC
WM of Texas LLC
8312010 83532 AM
02-0390002
02-0391598
02-0393448
36-3062971
04-3030218
02-0395269
02-0393449
36-3110153
27-1446081
36-3908789
36-3820153
13-2740971
02-0395274
02-0390349
76-0743287
02-0390312
02-0410154
02-0416522
22-2678047
36-3965264
02-0367751
38-1889893
61-1342579
20-1457518
32-0112690
27-0675171
26-4626312
26-4040670
27-1445960
27-3308922
11-3758170
27-1184260
76-0695139
26-1694369
26-4194066
26-0294424
26-0294528
20-3483524
45-0512000
76-0607203
NA-0000098
26-2748613
31-1509696
62-1462526
20-4017719
20-4017724
26-2294125
27-2289604
26-1946982
76-0638602
27-1678300
26-0428868
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
General Partnership
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Limited Liability Company
Limited Liability Company
Limited Uabllfty Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Not For Profit Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Limited Partnership
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Limited Liability Company
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Maine
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Michigan
Delaware
Georgia
Uelaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
England
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Page 9
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No Entity Type Incorporation
WM Organic Growth Jnc
WM PA Holdings LLC
WM Pack-Rat of California LLC
WM Pack-Rat of Illinois LLC
WM Pack-Rat of Kentucky LLC
WM Pack-Rat of Maryland LLC
WM Pack-Rat of Massachusetts LLC
WM Pack-Rat of Michigan LLC
WM Pack-Rat of Nevada LLC
WM Pack-Rat of Ohio LLC
WM Pack-Rat of Rhode Island LLC
WM Pack-Rat LLC
WM Partnership Holdings Inc
WM Phoenix Energy Resources LLC
WM Quebec Inc
WM RA Canada Inc
WM Recycle America LLC
WM Recycle Europe LLC
WM Renewable Energy LLC
WM Resource Recovery amp Recycling Center Inc
WM Resources Inc
WM Safety Services LLC
WM Security Seivices Inc
WM Services SA
WM Storage II Inc
WM Storage Inc
WM Texas Pack Rat LLC
WM Trash Monitor Plus LLC
WM WY Energy Resources LLC
WMI Medical Services of Indiana Inc
WMI Mexico Holdings Inc
WMNA Container Recycling LLC
WMRE of Michigan LLC
WMSALSA Inc
WMST Illinois LLC
WTI Air Pollution Control Jnc
WTI Financial LLC
WTI International Holdings Inc
wn Rust Holdings Inc
WTI UK LTD
20-4677155
27-2335935
26-0380883
26-0524082
26-2289448
26-1411856
26-1411946
26-2289484
27-0371504
262289407
26-1855760
26-0285281
36-3974344
27-2340971
NA-0000041
NA-0000172
72-1541911
20-0570245
45-0511978
26-2289538
25-1536159
20-3887188
20-3714754
NA-0000108
27-1525390
26-0285202
26-1442144
26-1436776
27-1184329
35-1724992
36-3912290
04-3735649
27-3334762
20-2580150
94-3423874
36-4110833
20-0584237
36-3908839
02-0351425
98-0336025
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81312010 83532 AM Page 10
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POWER Federal Insurance Company Attn Surety DepartmentChubb OF Vigilant Insurance Company 15 Mountain View Road Surety AITORNEY Pacific Indemnity Company Warren NJ 07059
CHUBB
Know All by These Presents That FEDERAL INSURANCE COMPANY an Indiana corporation VIGILANT INSURANCE COMPANY a New York cor]Joration and PACIFIC INDEMNITY COMPANY a Wisconsin corporation do each hereby constitute and appoint Joseph Aulbert Marc W Boots Richard Covington Joy Durham Stephanie Gunderson Vickie Lacy Heather Noles P T Osburn and Maria D Zuniga of Housfon Texasmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot-middotmiddotmiddot-middotmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot--middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot
each as their true and lawful Attorneymiddot Inmiddot Fact lo execute under such designation in their names and 1o affix their corporate seals to and deliver for and on their behalf as surety thereon or otherwise bonds and undertakings and other writings obligatoiy in the nature thereof other lhan ball bonds) given or executed in the course of business and any Instruments amending or altering lhe same and consents to the modification or alteration of any instrument referred to in said bonds or obligations
In Wllness Whereof said FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY have each executed and attested these presents and affixed their corporale seals on this 17th day of August 2010
STATE OF NEW JERSEY ss
County of Somerset
On this i 7th day of August 2010 before me a Notary Public of New Jersey personally came Dawn M Chloros to me known to be Assistant Secretary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY the companies which executed the foregoing Power of Attorney and the said Dawn M Chloros being by me duly sworn did depose and say that he is Assistant Secretary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY and knows the corporate seals thereof that the seals affixed to the foregoing Power of Attorney are such corporate seals and were thereto affixed by authority of the By- Laws of said Companies and hat ha signed said Power of Attorney as Assistant Secretary of said Companies by like authority and that he Is acquainted with David B Norris Jr and knows him to be Vice President of said Companies and that the signature of David B Norris Jr subscribed to said Power of Altomey Is ln the genuine handwriting of David B Norris Jr and was thereto subscribed by authority of said By- Laws and In deponents presence
Notarial Seal
KATHERINE J ADElMR NOTARY PUBLIC OF NEW JERSEY
No 2316685 CCIIRmQlon Exp July 16 2014
CERTIFICATION Exlract from the Bymiddot Laws of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY
All powers of attorney for and on behalf of Iha Company may and shall be executed in lhe name and on behalf of the Company either by the Chairman or the President or a Vice President or an Asslslant Vice President jointly with the Secretary or an Assistan1 Secretary under their respective designations The signature of such officers may be engraved printed or lithographed The signature of each of the fotlowing officers Chairman President any Vice President any Assistant Vice Presidenl any Secretary any Assislant Secretary and the seal of the Company may be affixed by facsimile to any power of attorney or to any certificate relating thereto appointing Assistant Secretaries or Attomeys- in- Fact for purposes only of eKeculing and attesting bonds and undertakings and other writings obligatory in the nature thereof and any such power of attorney dr certificate bearing such facsimile signature or lacsimie seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimlle signature and facsimile seal shall be valid and binding upon the Company with respect to any bond or undertaking to which ii is attached
I Dawn M Chloros Assistant Secrelary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY
(the ~companies) do hereby certify Iha
(I) (H)
J31dD0
hJ (lL~ff (1j~W Dawn M Chloros Assistant Secretary
Form 15-10-02258-U (Ed 5-03) CONSENT
TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS 6
ARTICLE 2 CONTRACT PURPOSE AND TERM 12
21 PURPOSE 12
22 EFFECTIVE DATE AND COMMENCEMENT DATE 12
23 TERM 13
ARTICLE 3 COUNTY RESPONSIBILITIES 13
31 DELIVERY OF ACCEPTABLE WASTE 13
32 MANNER OF DELIVERIES 13
33 COOPERATION 13
ARTICLE 4 CONTRACTOR RESPONSIBILITIES 13
41 OWNERSHIP AND TRANSFER OF OWNERSHIP 13
42 CAPITAL IMPROVEMENTS 14
43 PERMITTING AND COMPLIANCE 15
44 ACCEPTANCEOFWASTE 15
45 OPERATING REQUIREMENTS 16
46 HOURS AND DAYS OF OPERATION 17
47 HOLIDAYS 17
48 COUNTY ACCESS 18
49 TRANSPORTATION OF ACCEPTABLE WASTE 18
410 PROCESSING OF RECYCLABLE MATERIALS 18
411 RECORDKEEPING AND REPORTING 18
412 TRANSITION 20
ARTICLE 5 CONTRACTORS COMPENSATION 20
51 BASE RATE 20
52 RATE ADJUSTMENTS 21
53 BILLING AND PAYMENT OF CONTRACTORS FEES 21
Okaloosa County Transfer Contract_ Final Page 2 of 52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS 22
61 ACCEPTABLE WASTE 22
62 SPECIAL WASTE 22
63 CONSTRUCTION AND DEMOLITION DEBRIS 22
64 RECYCLABLE MATERIALS 22
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS 23
71 COUNTY RECYCLABLE MATERIALS 23
72 OTHER RECYCLABLE MATERIALS 25
ARTICLE 8 PERFORMANCE BOND 25
ARTICLE 9 LIQUIDATED DAMAGES 25
ARTICLE 10 DEFAULT AND TERMINATION 27
ARTICLE 11 INSURANCE 28
I II CONTRACTORS INSURANCE 28
112 WORKERS COMPENSATION INSURANCE 30
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE 30
114 LIMITS OF LIABILITY 31
115 NOTICE OF CLAIMS AND LITIGATION 32
116 INDEMNIFICATION AND HOLD HARMLESS 32
117 CERTIFICATES OF INSURANCE 32
118 GENERALTERMS 33
119 UMBRELLA INSURANCE 34
ARTICLE 12 FORCE MAJEURE 34
121 INABILITY TO PERFORM 34
122 EVENTS OF FORCE MAJEURE 35
123 WRITTEN NOTIFICATION 35
Okaloosa County Transfer Contract_Final Page3 of52
ARTICLE 13 TITLE TO WASTE 36
ARTICLE 14 ARBITRATION36
141 ARBITRATION 36
142 INDEPENDENT THIRD PARTY 36
143 AMBIGUITY 37
ARTICLE 15 OTHER TERMS AND CONDITIONS 37
151 WAIVER 37
152 ASSIGNMENT OF AGREEMENT 37
153 SUBCONTRACTORS 37
154 INDEPENDENT CONTRACTOR 38
155 NON-DISCRIMINATION PROVISIONS 38
156 LAW TO GOVERN VENUE JURISDICTION 39
157 ILLEGAL PROVISIONS 39
158 MODIFICATIONS 39
159 PREPARATION OF AGREEMENT 39
1510 REMEDIES CUMULATIVE 39
1511 HEADINGS 40
1512 REPRESENTATIONS OF CONTRACTOR 40
1513 REPRESENTATIONS OF COUNTY 40
1514 REPRESENTATIVES 40
1515 NOTICES 41
1516 ENTIRE AGREEMENT 42
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT 42
EXHIBIT A SPECIAL WAS TE 43
EXHIBIT B REAL PROPERTY WARRANTY DEEDS 46
EXHIBIT C CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO
CONTRACTORS RATE 49
EXHIBIT D SAMPLE AVERAGE MARKET VALUE CALCULATION 50
Okaloosa County Transfer Contract_Final Page4 of52
SOLID WASTE TRANSFER STATION OPERATION AGREEMENT
THIS AGREEMENT is made as of this J)Paay 8~ 2010 by and
between Okaloosa County Florida (the COUNTY) a political subdivision of the State of
Florida and Waste Management Inc ofFlorida (hereinafter refened to as CONTRACTOR) a
corporation duly organized and validly existing under and by virtue of the laws of the State of
Florida and authorized to do business in the State ofFlorida
WITNESSETH
WHEREAS the COUNTY and the CONTRACTOR entered into an agreement dated as of June
2 2000 pursuant to which CONTRACTOR operates transfer stations utilizing state-of-the-rut
techniques and in accordance with the rules and regulations of the Florida Deprutment of
Environmental Protection including but not limited to 62-701801 FAC and all referenced
codes for the purpose of receiving and transporting Solid Waste to a disposal site as provided
therein and
WHEREAS such contract for Solid Waste Transfer Station Operations authorizes the renewal of
said agreement and
WHEREAS the COUNTY and CONTRACTOR desire that CONTRACTOR continue to
operate and manage transfer stations under the te1ms and conditions set fotth in this Agreement
NOW THEREFORE in consideration of the premises contained in this Agreement the patties
hereto intend to be legally bound as follows
Okaloosa County Transfer Contract_Final Page 5 of52
ARTICLE 1 DEFINITIONS
The following words and expressions ( or pronouns used in their stead) shall wherever they
appear in this Agreement be constrned as follows unless a different meaning is clear from the
context Words of the masculine gender shall be deemed and construed to include correlative
words of the feminine and neuter genders Unless the context shall otherwise indicate all words
shall include the plum as well as the singular number and the word person shall include
corporations and associations including public bodies as well as natural persons
Acceptable Waste shall mean Solid Waste including garbage rnbbish refuse residue
incidental amounts of household hazardous waste as permitted by the Florida Department of
Environmental Protection and other discarded solid or semi-solid mate1ials resulting from
domestic commercial industrial recycling resource recovery agricultural and governmental
operations Acceptable Waste also includes Bulk Waste Special Waste (except those defined
under Unacceptable Waste) and Recyclable Materials Acceptable Waste shall not include
regulated Hazardous Waste Medical Waste Biomedical Waste Biological Waste Infectious
Waste and Yard Trash
Agreement shall mean this Agreement including all attachments and amendments thereto
Authorized Representative means the Public Works Director or as othetwise designated in
writing by the Board to represent the COUNTY in the administration and supervision of this
Agreement
Biomedical Waste means any Solid Waste or liquid waste which may present a threat of
infection to humans The term includes but is not limited to non-liquid human tissue and body
parts laboratory and veterinary waste that contain human disease-causing agents used
disposable shaips human blood human blood products body fluids and other materials that in
the opinion of the Department of Health and Rehabilitative Services represent a significant risk
of infection to persons outside the generating facility
Biological Waste means Solid Waste that causes or has the capability of causing disease or
infection and includes but is not limited to Biomedical Waste diseased or dead animals and
other wastes capable of transmitting pathogens to humans or animals
Okaloosa County Transfer Contract_Final Page 6 of52
Board shall mean the Board of County Commissioners of Okaloosa County Florida which is
the governing body of the COUNTY
Bulk Waste shall mean any waste that requires additional management due to its bulk or
weight and shall include Household Furniture treated lumber Electronics bicycles push type
lawn mowers with all oil and gas drained automotive tires and White Goods Bulk Waste does
not include any form of matter or debris resulting from tree removal land clearing land
development or Special Waste as defmed herein
Commencement Date means the first day of the month following the Effective Date of this
Agreement
Commercial Business Establishment means any establishment other than a residential
dwelling apartment complex condominium complex or trailer park and shall be and shall
include but not be limited to all retail professional wholesale and industrial facilities
manufacturing facilities non-profit enterprises governmentalpublic agencies and any other
commercial enterprises offering goods or services to the public
Commercial Waste means any Acceptable Waste generated at a Commercial Business
Establishment
Construction and Demolition Debris means discarded materials generally considered to be
not water-soluble and nonhazardous in nature including but not limited to steel glass brick
concrete asphalt roofing material pipe gypsum wallboard and lumber from the construction or
destruction of a structure as paii of a construction or demolition project or from the renovation of
a structure and including rocks soils tree remains trmiddotees and other vegetative matter that
nmmally results from land clearing or land development operations for a construction project
including such debris from construction of structures at a site remote from the construction or
demolition project site Mixing of Construction and Demolition Debris with other types of Solid
Waste will cause it to be classified as other than Construction and Demolition Debris The term
also includes
(a) Clean cardboard paper plastic wood and metal scraps from a construction project
Okaloosa County Transfer Contract_Final Page7 of52
(b) Except as provided ins 403707(9)(j) Florida Statutes unpainted nontreated wood
scraps from facilities manufacturing materials used for construction of structures or
their components and unpainted nontreated wood pallets provided the wood scraps
and pallets are separated from other Solid Waste where generated and the generator
of such wood scraps or pallets implements reasonable practices of the generating
industry to minimize the commingling of wood scraps or pallets with other Solid
Waste and
(c) De minimus amounts of other nonhazardous wastes that are generated at
construction or destruction projects provided such amounts are consistent with best
management practices of the industry
Contract Year means the time from the Commencement Date through March 31 2012 and
each calendar year thereafter
Costs shall mean the costs of labor materials supplies major rental equipment and tools
other direct costs and allocable indirect costs such as fringe benefits general and administrative
expenses and indirect labor costs
COUNTY shall mean Okaloosa County Florida acting by and tlnmiddotough its Board of County
Commissioners
CPI as used herein shall be the revised Consumer Price Index for All Urban Consumers South
Urban for all items not seasonally adjusted published by the Bureau of Labor Statistics US
Department of Labor 1984-82 = 100 In the event the US Department of Labor Bureau of
Labor Statistics ceases to publish the CPI the parties hereby agree to substitute another equally
authoritative measure of change in the purchasing power of the US dollar as may be then
available
Day shall mean one calendar day when used in this Agreement
Effective Date means the date this Agreement becomes effective when executed by the
parties or when the Board adopts the Ordinance establishing the rates specified herein
whichever later occurs
Okaloosa County Transfer Contract_Final Page 8 of52
Electronics means computers monitors keyboards nnce termmals printers modems
scanners cell phones televisions and copiers and other electronic equipment as directed by the
COUNTY
Franchise Area means the specifically described geographic areas exclusively assigned to a
franchisee for the purpose of residential Solid Waste Yard Trash and Bulk Waste Collection
and if applicable Recyclable Material Collection pursuant to the COUNTYs Residential Solid
Waste and Recycling Collection Franchise Agreement
Fuel Index as used herein shall be the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low
Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) published by the US
Department of Energy Energy Information Administration In the event the US Department of
Energy Energy Information Administration ceases to publish the fuel prices the parties hereby
agree to substitute another equally authoritative measure of change in the purchasing power of
the US dollar as may be then available
Hazardous Waste means Solid Waste or a combination of Solid Wastes (even though it may
be part of delivered load of waste) which because of its quantity concentration or physical
chemical or infectious characteristics may cause or significantly contribute to an increase in
mortality or an increase in serious irreversible or incapacitating reversible illness or may pose a
substantial present or potential hazard to human health or environment when improperly
transported disposed of stored treated or otherwise managed Hazardous Waste shall include
all such waste as defined by the Rules of the Florida Department of Environmental Protection
Chapter 62-730 FAC or 40 Code ofFederal Regulations 261 or both as either or both may be
amended from time to time and to the extent either or both is applicable to the disposal of waste
in Florida Hazardous Waste is not intended to include de minimus amounts of household
hazardous wastes as defined by FAC 62-701100
Household Furniture means all movable compactable articles or apparatus such as chairs
tables sofas mattresses etc for equipping a house
Okaloosa County Transfer Contract_Final Page9 of52
Incorporated Municipalities means those duly Incorporated Municipalities in Okaloosa
County consisting of Cinco Bayou Crestview Destin Fort Walton Beach Laurel Hill Mary
Esther Niceville Shalimar and Valpariso
Independent Third Party means a qualified party mutually acceptable to both the COUNTY
and the CONTRACTOR
Infectious Waste means those wastes which may cause disease or may reasonably be
suspected of harboring pathogenic organisms Included are wastes resulting from the operation
of medical clinics hospitals and other facilities producing wastes which may consist of but are
not limited to diseased human and animal parts contaminated bandages pathological
specimens hypodermic needles contaminated clothing and surgical gloves
Merchant Waste means Acceptable Waste that was collected from locations outside the
COUNTY jurisdictional boundaries Merchant Waste does not include Co=ercial Waste
generated within unincorporated areas of the COUNTY or within Incorporated Municipalities
Recyclable Materials means those materials which are capable of being recycled and which
would otherwise be processed or disposed of as Solid Waste Recyclable Materials shall include
newspapers (including inse1ts ) conugated cardboard mixed paper (including brown paper bags
magazines phonebooks junk mail white and colored paper shredded paper in a bag and
paperboard) aluminum plastic containers and bottles marked with SPI codes 1-7 glass bottles
and jars tin and ferrous cans polycoated containers and other Solid Waste materials added upon
Agreement between the COUNTY and the CONTRACTOR when such materials have been
either dive1ted from the remaining Solid Waste stream or removed prior to their entry into the
remaining Solid Waste stream
Recycling Facility means the facility located adjacent to the Fort Walton Beach Transfer
Station at which Recyclable Materials are delivered for processing andor transport
Required Turn Back Condition means reasonable wear and tear co=ensurate with the time
of use and considering the CONTRACTORs responsibilities for maintenance repair and
replacement
Okaloosa County Transfer Contract_Final Page 10 of52
Solid Waste means garbage rubbish refuse trash clean debris or other similar discarded
material resulting from domestic industrial commercial mining agricultural or governmental
operations It excludes Yard Trash Bulk Waste Recyclable Materials and Special Waste
Special Waste means wastes that can require special handling and management but are not
considered Bulk Waste that are not accepted at a landfill or other disposal facility or that are
accepted at a landfill or other disposal facility at higher rates than are charged for refuse
including but not limited to wastes outlined in Exhibit A
Subcontractor shall mean a person firm or corporation other than employees of
CONTRACTOR who or which contracts with CONTRACTOR to furnish or actually furnishes
labor materials andor equipment for the Facility
Ton means a sh01i ton 2000 pounds (9078 metric tons)
Transfer Stations means the facilities currently located at 630 Martin Luther King Jr Blvd
(Fort Walton Transfer Station) and at the Baker Landfill (Baker Transfer Station) in Okaloosa
County capable of receiving Acceptable Waste for further transfer to a disposal facility for
ultimate disposition
Unacceptable Waste shall mean wastes that are not accepted for Class I disposal These
materials include Infectious Waste and Hazardous Wastes as defined above those wastes
excluded from the definition of Acceptable Wastes and materials exhibiting the following
characteristics
(a) Hazardous placards or markings
(b) Liquids
( c) Powders or dusts
(d) Drums or commercial size containers
( e) Chemical odors
Other unacceptable materials include
(a) Asbestos containing wastes
(b) Ash
Okaloosa County Transfer Contract_Final Page 11 of52
( c) Fluorescent light bulbs
( d) Mercury containing devices
(e) Whole tires
(f) Liquid Wastes
White Goods means discarded washers dryers refrigerators ranges microwave ovens water
heaters freezers small air conditioning units and other similar domestic large appliances
Yard Trash means vegetative matter resulting from landscaping maintenance including
accumulation of lawn grass shrubbery cuttings or clippings and dry leaf rakings palm fronds
small tree branches bushes or shrubs green leaf cuttings fruits or other matter usually created
as refuse in the care of lawns and yards Yard Trash does not include treated wood or any form
of matter or debris resulting from tree removal land clearing land development building
demolition home improvement or waste generated by tree surgeons
ARTICLE 2 CONTRACT PURPOSE AND TERM
21 PURPOSE
The pmpose of this Agreement is to establish the terms and conditions under which
CONTRACTOR shall manage operate and maintain the Transfer Stations
22 EFFECTIVE DATE AND COMMENCEMENT DATE
This Agreement shall become effective when executed by the paities or when the Board
adopts the Ordinance establishing the rates specified herein whichever later occurs The
Commencement Date of service shall be the first Day of the month following the
Effective Date of this Agreement
Okaloosa County Transfer Contract_Final Page 12 of52
23 TERM
The term of this Agreement shall commence on the Effective Date and end on March 31
2016 The term of this Agreement may be renewed for one (1) additional term of five (5)
years commencing at the end of the initial te1m by mutual agreement of the parties
ARTICLE 3 COUNTY RESPONSIBILITIES
31 DELIVERY OF ACCEPTABLE WASTE
The COUNTY or others authorized by the COUNTY shall deliver Acceptable Waste to
the Transfer Stations and Recyclable Materials to the Recycling Facility
32 MANNER OF DELIVERIES
The COUNTY shall grant to CONTRACTOR reasonable authority to deny admission to
the Transfer Stations of any vehicle carrying refuse which may leak spill or allow waste
to be blown or scattered about the Transfer Stations before unloading at the site
33 COOPERATION
COUNTY shall cooperate with CONTRACTOR in CONTRACTORs efforts to obtain
and renew all required permits licenses and approvals shall not appear as an objector in
any proceeding to consider the granting or renewal of such permits licenses or approvals
and shall promptly and reasonably consider any applications by CONTRACTOR
ARTICLE 4 CONTRACTOR RESPONSIBILITIES
41 OWNERSHIP AND TRANSFER OF OWNERSHIP
411 Throughout the full term of this Agreement the CONTRACTOR shall retain
ownership of the Transfer Stations and Recycling Facility At the conclusion of
the full term of the Agreement or in the event of CONTRACTOR default and
Okaloosa County Transfer Contract_Final Page 13 of52
termination by the COUNTY the Baker Transfer Station and all real property at
the Fort Walton Beach Transfer Station and Recycling Facility will be wholly
owned by the COUNTY and CONTRACTOR shall convey in Required Tum
Back Condition good and marketable title to the same to the COUNTY free and
clear of all liens or other encumbrances For the purposes of this Agreement real
property means the Fort Walton Beach Transfer Station and Recycling Facility
property as defined by the warranty deeds in Exhibit B and all physical buildings
and structures thereon including all equipment and fixtures with the exception of
rolling stock
412 In order to establish the Required Turn Back Condition of all real property at the
Transfer Stations and Recycling Facility and the need for repairs or replacements
if any the COUNTY and the CONTRACTOR shall conduct a joint inspection(s)
of the Facilities sites and buildings to include the utilities no later than thirty
(30) Days after the Effective Date of this Agreement The COUNTY and the
CONTRACTOR shall develop a list of any necessary repairs or replacements that
the CONTRACTOR is responsible for paying for andor performing such repairs
or replacements and establish a schedule for completing such work The
condition of the Facilities sites and buildings following completion of such
repairs and replacements shall be the Required Tum Back Condition allowing for
normal wear and tear commensurate with the time of use and considering the
CONTRACTORs responsibilities for maintenance repair and replacement
413 The CONTRACTOR shall maintain and convey at the conclusion of the full term
of this Agreement all real property at the Transfer Stations and Recycling Facility
to the COUNTY in Required Turn Back Condition The COUNTY shall notify
the CONTRACTOR of any deficiencies in the Required Tum Back Condition
and CONTRACTOR shall remedy such deficiencies
42 CAPITAL IMPROVEMENTS
The CONTRACTOR shall be solely responsible for the cost of all capital improvements
to the Transfer Stations and Recycling Facility
Okaloosa County Transfer Contract_Final Page 14 of 52
43 PERMITTING AND COMPLIANCE
The CONTRACTOR shall be responsible for obtaining and maintaining permits
approvals and licenses as are requrred for the operation of the Transfer Stations and
Recycling Facility CONTRACTOR shall operate the facilities in compliance with all
requirements of Federal State and local laws rules ordinances and regulations
applicable to the management of such facilities and as contained in the permits issued
relative to the facilities CONTRACTOR and the COUNTY agree to cooperate fully with
one another within reason in all efforts undertaken pursuant to this paragraph The
CONTRACTOR shall be responsible at its sole cost for the payment of all fines
penalties and citations that the CONTRACTOR may incur
44 ACCEPTANCE OF WASTE
In accordance with applicable operational protocol established by the CONTRACTOR
and with the approval of the COUNTY CONTRACTOR shall provide operate and
maintain facilities for the receipt of Acceptable Waste brought to the Transfer Stations
441 Acceptable Waste The CONTRACTOR shall process Acceptable Waste received
at the Transfer Stations in accordance with applicable Federal State and local
regulations and in a manner which would not be likely to pose a threat to public
health and safety
442 Special Waste CONTRACTOR shall implement a program to identify and
manage Special Waste Any testing or additional charges for the receipt handling
and disposal of Special Waste shall be as agreed between the CONTRACTOR
and the generator or transpmier of the Special Waste
443 Unacceptable Waste The CONTRACTOR shall exercise its best efforts to avoid
the acceptance of Unacceptable Waste at the Transfer Stations The
CONTRACTOR shall process Unacceptable Waste received at the Transfer
Stations in accordance with applicable Federal State and local laws rules
ordinances and regulations and in a manner which would not be likely to pose a
threat to public health and safety The CONTRACTOR shall indemnify the
Okaloosa County Transfer Contract_Final Page 15 of 52
COUNTY for any liability claim or damages imposed as a consequence of
CONTRACTORs failure to process such material in accordance with applicable
Federal State or local regulations Any testing required or additional charges
imposed for the receipt handling and disposal of Special Waste shall be as agreed
between the CONTRACTOR and the generator or transporter of the Unacceptable
Waste
45 OPERATING REQUIREMENTS
451 The CONTRACTOR will provide at CONTRACTORs expense all the utilities
used in operating the Transfer Stations and Recycling Facility At the Baker
Transfer Station the CONTRACTOR shall pre-treat leachate to a pH between 60
and 85 The COUNTY shall transport the treated leachate for further treatment
and disposal
452 The CONTRACTOR shall be responsible for the maintenance and repair of all
real property at the Transfer Stations and Recycling Facility in accordance with
industry and operational standards It shall also be the CONTRACTORs
responsibility to replace all or part of the property fixtures machinery
improvements and equipment as required to maintain the operation and
performance of the Transfer Stations and Recycling Facility including facility
expansion necessary to accommodate increased throughput The CONTRACTOR
shall maintain and or replace as appropriate all rolling stock utilized by the
CONTRACTOR in performance of this Agreement
453 The CONTRACTOR shall specifically establish a procedure for monitoring the
wear on the waste receiving floors and shall establish a repair procedure before
the wear has progressed to the point that further wear could jeopardize the
renewal of the floor surface or involve replacement of the steel reinforcement in
the floor The floor shall be resurfaced by the CONTRACTOR at least once
during the te1m ofthis Agreement
Okaloosa County Transfer Contract_Final Page 16 of 52
454 The CONTRACTOR shall remove Solid Waste from the transfer station tipping
floors in accordance with its operating permits
455 The CONTRACTOR shall operate the facilities to allow for a turnaround time of
not greater than twenty (20) minutes for vehicles delivering waste or Recyclable
Materials
456 The Transfer Stations and Recycling Facility will be maintained in a neat clean
and attractive manner consistent with its function and present a positive public
appearance
457 The CONTRACTOR shall control litter at the Transfer Stations and Recycling
Facility sites Adequate litter control is defined as minimizing litter leaving the
site and the collection of off-site and on-site litter at the end of eve1y business
day
458 The CONTRACTOR shall separate tires White Goods and Electronics delivered
to the Transfer Stations from other waste and place them in separate containers as
provided by the COUNTY
46 HOURS AND DAYS OF OPERATION
The Transfer Stations and Recycling Facility will be open to the public from 600 am
until 500 pm Monday through Friday and 600 am until 1200 noon Saturday The
COUNTY reserves the right to alter the operating hours of the facilities The
FRANCillSEE and COUNTY agree to negotiate a reasonable rate adjustment if such
change in operating hours affects operating costs
47 HOLIDAYS
The CONTRACTOR will close the Transfer Stations and Recycling Facility on the
following holidays New Years Day Thanksgiving and Clumiddotistmas
Okaloosa County Transfer Contract_Final Page 17 of 52
48 COUNTY ACCESS
The CONTRACTOR shall afford reasonable access at any reasonable time to the
Transfer Stations and Recycling Facility by the COUNTY its authorized agents or public
authorities having regulatory jurisdiction over the facilities Such visits shall be
conducted in a manner so as to cause minimum interference with the performance of
CONTRACTOR s responsibilities hereunder All persons conducting such visits shall
provide appropriate identification and shall comply with CONTRACTORs established
safety rules and regulations
49 TRANSPORTATION OF ACCEPTABLE WASTE
The CONTRACTOR shall be responsible for all transportation of Acceptable Waste
except White Goods and tires once it has been accepted for disposal at the Transfer
Stations The CONTRACTOR shall transport Electronics to the COUNTY facility
designated by Authorized Representative The CONTRACTOR may transpmt
Constmction and Demolition Debris to a permitted facility of its choosing The
CONTRACTOR shall transpmt all other Acceptable Waste to the Spring Hill Regional
Landfill and shall have the duty to ensure that the transportation will be performed in
accordance with applicable regulations and will be prompt safe and efficient Upon
approval by the Authorized Representative the CONTRACTOR may transpmt
Acceptable Waste to a different permitted facility If such facility is closer to Okaloosa
County than the Spring Hill Regional Landfill the CONTRACTOR and COUNTY shall
negotiate a co=ensurate rate adjustment
410 PROCESSING OF RECYCLABLE MATERIALS
The CONTRACTOR shall be responsible for all transportation and processmg of
Recyclable Materials accepted at the Recycling Facility
411 RECORDKEEPING AND REPORTING
4111 The CONTRACTOR records required herein shall be maintained in electronic
database format utilizing Microsoft software or in a format approved by the
Okaloosa County Transfer Contract_Final Page 18 of 52
Authorized Representative The databases shall be readily available for inspection
by the COUNTY at any time during normal operating hours and information in
the records shall be shared with the COUNTY upon request
4112 The CONTRACTOR shall weigh and record all inbound and outbound vehicles
carrying materials including transfer trucks at the Fort Walton Beach Transfer
Station and Recycling Facility Each vehicle delivering waste or Recyclable
Materials shall be properly identified and authorized in a manner satisfactory to
the COUNTY and CONTRACTOR Weights of all waste and Recyclable
Materials shall be recorded in the COUNTYs WasteWorks system
4113 The weight of Acceptable Waste and Recyclable Materials shall be determined
using the weigh scales at the facility The CONTRACTOR shall at regular
intervals test the accuracy of the weigh scales such testing shall occur at least
once every ninety (90) Days The test records for the term of this Agreement shall
be kept on file in the scale house at the facility
4114 The CONTRACTOR shall maintain the original weight records that identify the
vehicles the time of weighing( s) and the tare weights of the vehicles for a period
of five (5) years after which CONTRACTOR may dispose of such records The
CONTRACTORs records so developed will be used as a basis for calculating
quantities of waste and Recyclable Materials and shall be subject to review
including spot checking by the COUNTY at its discretion on site or made
available to the COUNTY at such times as it may reasonably request Required
records in this category include but are not limited to itemized statements of the
amount of Acceptable Waste delivered to the Transfer Stations as further defmed
in Article 4
4115 The COUNTY shall be entitled to have its designated representatives at the
Transfer Stations and Recycling Facility at all times and CONTRACTOR shall
designate a suitable site for an office if required by COUNTY The COUNTY
shall further have the right to station its employees at all weigh scales to verify the
Okaloosa County Transfer Contract_Final Page 19 of52
correctness of the weight records and the CONTRACTOR shall provide
reasonable space for said employees
4116 The CONTRACTOR shall provide the Authorized Representative with its internal
tonnage report which shall include all waste delivered to the Transfer Stations
and all Recyclable Materials delivered to the Recycling Facility Tonnage shall
be broken down by material type and source of generationdelivery with all waste
and Recyclable Materials collected within the COUNTYs Franchise Area clearly
noted For Recyclable Materials collected within the COUNTYs Franchise Area
the CONTRACTOR shall provide an estimate of the breakdown of such material
by commodity Such report shall be submitted in electronic format within seven
(7) Days after the end of each month
412 TRANSITION
4121 The CONTRACTOR shall cooperate with the COUNTY or its designated
contractor during any transition period at the end of this Agreement Such
cooperation includes but is not limited to allowing site visits of the facilities by
the COUNTY or its contractor with advance notice and ensuring all facilities are
in Required Tum Back Condition pursuant to Paragraph 41
4122 The CONTRACTOR shall transfer all active facility permits for the Transfer
Stations and Recycling Facility to the COUNTY or its designated contractor as
requested by the COUNTY in a timely manner so as to avoid any disruption of
service
ARTICLES CONTRACTORS COMPENSATION
51 BASE RATE
The combined total rate for Acceptable Waste handling transportation and disposal paid
to the CONTRACTOR by the COUNTY shall be $3677 per Ton ofrep011ed and verified
waste receipts with the exception of Recyclable Materials Special Waste or
Okaloosa County Transfer Contract_Final Page20 of52
Construction and Demolition Debris managed at the facilities This rate shall take effect
on the Commencement Date of this Agreement and shall continue without adjustment
through September 30 2011
52 RATE ADJUSTMENTS
On October I 2011 and October 1 of each subsequent Contract Year of this Agreement
the CONTRACTORs base rate as provided in Paragraph 51 shall be adjusted
accmding to the following methodology as further explained in Exhibit C seventy
percent (70) of the rate shall be adjusted based on seventy-five percent (75) of the
percentage change in the CPI for the twelve (12) months ending on the preceding June
30ili and thirty percent (30) of the rate shall be adjusted based on the percent change in
the US Department of Energy Fuel Index for the previous twelve (12) months ending on
the preceding June 30ili The total rate adjustment each year may not exceed two percent
(2) of the previous years rates
53 BILLING AND PAYMENT OF CONTRACTORS FEES
531 CONTRACTOR shall keep records of all Acceptable Waste received at the
Transfer Stations as described herein
532 CONTRACTOR shall invoice the COUNTY monthly for the handling
transportation and disposal fees as set forth herein for Acceptable Waste
received at the Transfer Stations This invoice must include detailed information
regarding waste receipts including Solid Waste Bulk Waste Special Waste
Recyclable Material Unacceptable Waste and Merchant Waste in a format
approved by the Authorized Representative Only waste receipts reported using
this format and verified by the COUNTY will be paid COUNTY shall pay such
invoices within thirty (30) Days from the date of invoice or request additional
info1mation if adequate information is not provided
Okaloosa County Transfer Contract_Final Page 21 of52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS
COUNTY shall be responsible for the setting and collection of charges associated with all waste
receipts except as provided herein
61 ACCEPTABLE WASTE
The rates charged for Acceptable Waste will be as established by COUNTY Ordinance
No 00-08 and any amendments thereto If a waste load is too small to be accurately
weighed by the Transfer Stations weigh scales a flat rate shall be charged to the
customer per vehicle as established by COUNTY Ordinance No 00-08 and any
amendments thereto
62 SPECIAL WASTE
CONTRACTOR shall be responsible for setting rates associated with Special Waste
63 CONSTRUCTION AND DEMOLITION DEBRIS
CONTRACTOR shall use its best efforts to deliver a mmnnum of 1000 Tons of
Construction and Demolition Debris (CampD) per month to the Transfer Stations
collectively The COUNTY shall charge the CONTRACTOR a Ten Dollar ($1000) per
Ton host fee for all CampD material delivered to the Transfer Stations This CampD material
shall not be subject to any additional charges or Costs including tipping fees by the
COUNTY to the CONTRACTOR
64 RECYCLABLE MATERIALS
Recyclable Materials delivered by or on behalf of the COUNTY Incorporated
Municipalities or by private citizens directly or collected by the CONTRACTOR from
Commercial Business Establishments in the COUNTY will be accepted at no charge
The CONTRACTOR may negotiate Recyclable Materials processing fees with other
entities delivering such materials to the Recycling Facility
Okaloosa County Transfer Contract_ Final Page22 of52
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS
71 COUNTY RECYCLABLE MATERIALS
The CONTRACTOR shall pay the COUNTY revenue for each Ton of Recyclable
Materials delivered by or on behalf of the COUNTY to the Recycling Facility as follows
711 Each month the CONTRACTOR shall calculate the Average Market Value
(AMV) of Recyclable Materials defined as the sum of commodity prices (US
Dollar per Ton) posted on the first week of the month for the Southeast USA in
SecondaryMaterialsPricingcom and SecondaryFiberPricingcom multiplied by
the composition of the Recyclable Materials as defmed in Table 1 Exhibit D
provides an example ofthis calculation
Table 1
Composition ofRecyclable Materials and Market Indexes for Determining AMV
lVIaterial Index Description Percentale Newspaper (ONP) PSI 8 Baled FOB sellers dock 5260 Corrugated Cardboard (OCC) PSI 11 Baled FOB sellers dock 1130 Mixed Paper PSI 1 Baled FOB sellers dock 460 Aseptic Containers NIA 000 Aluminum Cans Aluminum Cans Sorted and Baled Delivered 170 Steel Cans Steel Cans Sorted and Baled Delivered 230 PET PET Baled Picked Up 460 HDPE (Natural) Natural HDPE Baled Picked Uo 090 HDPE (Colored) Colored HDPE Baled Picked Up 180 Clear Glass Flint Delivered 830 Green Glass Green Delivered 450 Brown Glass Amber Delivered 490 Contamination NIA 250
712 Each month the CONTRACTOR shall pay revenue to the COUNTY based on
the AMV equal to the total Tons of Recyclable Materials delivered by or on
behalf of the COUNTY multiplied by the revenue payment in Table 2 The
revenue payment in Column A will be in effect through March 31 2013 and that
in Column B will be in effect after that date If a Mate1ials Recovery Facility
Okaloosa County Transfer Contract_Final Page23 of52
(MRF) is developed by the CONTRACTOR within a 200 mile radius of the
COUNTY prior to March 31 2013 the revenue payment in Column B will go
into effect when such MRF becomes operational
Table 2
Per Ton Revenue Payment to COUNTY Based on AMV
Avera2e Market Value COLUMN A COLUMNB
Low Hi2h
Revenue Payment to COUNTY ($Ton)
until March 31 2013
Revenue Payment to COUNTY($Ton)
after March 31 2013 lt$8001 $9000 $2000 $2000
$9001 $10000 $2000 $2500
$10001 $11000 $2000 $3000 $11001 $12000 $2000 $3500
$12001 $13000 $2500 $4000
$13001 $14000 $3000 $4500 $14001 $15000 $3500 $5000 $15001 $16000 $4000 $5500 $16001 $17000 $4500 $6000
$17001 $18000 $5000 $6500 $18001 $19000 $5500 $7000 $19001 $20000 $6000 $7500
$20001 $21000 $6500 $8000 $21001 $22000 $7000 $8500
$22001 gt$23000 $7500 $9000
713 No later than the fifteenth (15th) Day of each month the CONTRACTOR shall
submit a Monthly Payment Report in a format approved by the Authorized
Representative for the previous calendar month detailing the calculation of each
revenue payment and the total revenue payment due to the COUNTY Said
revenue payment shall be remitted to the COUNTY within thirty (30) Days from
the end of the month for which the payment is being made
714 The CONTRACTOR may request a study to measure the composition of
Recyclable Materials utilized to calculate the AMV pursuant to Paragraph 7 1
Okaloosa County Transfer Contract_Final Page 24 of52
Table I of this Agreement such request being subject to approval by the
COUNTY If approved by the COUNTY the CONTRACTOR and COUNTY
shall jointly develop a methodology and cost estimate to conduct the composition
study The final methodology and selection of the Independent Third Party to
conduct the study must be approved by the Authorized Representative The
parties shall share equally in paying for the cost of the study Study results are
subject to final approval by the Authorized Representative Once approved
adjustments to the composition of Recyclable Materials shall become effective for
the following month and remainder of the term of the Agreement or until further
adjusted in accordance with this article
72 OTHER RECYCLABLE MATERIALS
The CONTRACTOR will remit $20 per Ton of Recyclable Material received at the
Recycling Facility that is not subject to Paragraph 71 with the exception of Recyclable
Materials not generated in Okaloosa County
ARTICLE 8 PERFORMANCE BOND
The CONTRACTOR shall furnish to the COUNTY a performance bond issued by a surety
licensed to do business in the State of Florida for the faithful performance of the Agreement and
all obligations arising hereunder The performance bond shall be made payable in favor of
Okaloosa County Florida or in lieu thereof pay to the COUNTY the sum of $200000000 A
complete bond shall be issued at least thirty (30) Days prior to the Commencement Date of this
Agreement
ARTICLE 9 LIQUIDATED DAMAGES
If the CONTRACTOR does not substantially fulfill its obligations under this Agreement the
COUNTY shall provide written notice to the CONTRACTOR of specific areas of deficiency
Examples of such deficiencies include but are not limited to the following
Okaloosa County Transfer Contract_Final Page 25 of 52
(a) Violation of environmental laws
(b) Inadequate litter control at the Transfer Stations andor the Recycling Facility Adequate
litter control is defined as minimizing litter leaving the site and the collection of off-site
and on-site litter at the end of every business day
(c) Failure to remove Solid Waste from the transfer station tipping floor in accordance with
FRANCHISEEs operating permits
(d) Other conditions created by the CONTRACTOR that could impact public health and
safety and
(e) Poor maintenance of the Transfer Stations and Recycling Facility and equipment
resulting in a poor public image of the facilities
The CONTRACTOR shall initiate reasonable steps to correct these deficiencies within seventyshy
two (72) hours of written notice If the CONTRACTOR does not initiate reasonable steps within
seventy-two (72) hours the COUNTY may at its discretion impose liquidated damages of $500
per Day until deficiencies are satisfactorily con-ected as determined by the COUNTY If the
CONTRACTOR has not con-ected these deficiencies within thirty (30) Days of receipt of written
notice the CONTRACTOR will be considered in default of the Agreement and the COUNTY
may terminate this Agreement and recover damages in the full amount of the performance bond
The COUNTY may assess liquidated damages pursuant to this Aliicle on a monthly basis and
shall at the end of each month notify the CONTRACTOR in writing of the liquidated damages
assessed and the basis for each assessment In the event the CONTRACTOR wishes to contest
such assessment(s) the CONTRACTOR shall within five (5) Days after receiving such notice
request in writing an opportunity to be heaimiddotd by the Board and present its defense to such
assessment(s)
The COUNTYs Authorized Representative shall notify the CONTRACTOR in writing of any
action taken with respect to CONTRACTORs claims and the decision of the Board will be final
Okaloosa County Transfer Contract_Final Page 26 of 52
ARTICLE 10 DEFAULT AND TERMINATION
The COUNTY may terminate this Agreement except as otherwise provided below in this
paragraph by giving CONTRACTOR fifteen (15) Days advance written notice upon the
happening of any one of the following events
(a) The CONTRACTOR fails to remedy deficiencies as noted in Article 9 within
thirty (30) Days of receipt ofwritten notice by the COUNTY
(b) The CONTRACTOR takes the benefit of any present or future insolvency statute
or shall make a general assigmnent for the benefit of creditors or file a voluntary
petition in bankruptcy or a petition or answer seeking readjustment of its
indebtedness under the Federal United States or any state thereof or consent to
the appointment or a receiver trustee or liquidator of all or substantially all of its
property or
(c) By order or decree of a court the CONTRACTOR shall be adjudged bankrupt or
an order shall be made approving a petition filed by any of its creditors or by any
of the Stockholders of the CONTRACTOR seeking its reorganization or the
readjustment of its indebtedness under federal bankrnptcy laws or under any law
of statute of the United States or of any state thereof provided that if any such
judgment is stayed or vacated within sixty ( 60) Days after the entry thereof any
notice of cancellation shall be and become null void and of no effect or
(d) By or pursuant to or under authority of any legislative act resolution or rule or
any order or decree of any cornt or government board agency or office having
jurisdiction a receiver trustee or liquidator shall take possession or control of all
or substantially all of the property of the CONTRACTOR and such possession of
control shall continue in effect for a period of sixty ( 60) Days or
(e) The CONTRACTOR shall voluntarily abandon desert or discontinue its
operation hereunder granted
Okaloosa County Transfer Contract_Final Page 27 of52
Then such shall be considered a material breach of this Agreement and the Authorized
Representative shall notify the CONTRACTOR in writing of the breach If within a period of
fifteen (15) Days the CONTRACTOR has not eliminated the conditions considered to be a
breach of contract or having so co=enced shall fail thereafter to continue with diligence the
cming thereof the Authorized Representative shall notify the Board
After these fifteen (15) Days the COUNTY can cause the CONTRACTOR to be obligated to pay
the COUNTY the amount specified in the bond and has the authority to terminate this
Agreement
ARTICLE 11 INSURANCE
111 CONTRACTORS INSURANCE
1111 The CONTRACTOR shall not co=ence any work in connection with this
Agreement until he has obtained all required insurance and such insurance has
been approved by the Okaloosa County Risk Management Director
1112 All insurance policies shall be with insurers licensed to do business in the State of
Florida and any insuring company is required to have a rnininimn rating of A
Class X in the Best Key Rating Guide published A M Best amp Co Inc
1113 All insurance shall include the interest of all entities names in and its respective
agents consultants servants and employees of each and all other interests as may
be reasonably required by Okaloosa County as Additional Insured The coverage
afforded the Additional Insured under this policy shall be primary insurance If
the Additional Insured have other insurance that is applicable to the loss such
other insurance shall be on an excess or contingent basis The amount of the
companys liability under this policy shall not be reduced by the existence of such
other insurance
Okaloosa County Transfer Contract_Final Page 28 of 52
1114 The County of Okaloosa shall be listed as Additional Insured by policy
endorsement on all insurance contracts applicable to this Agreement except
Workers Compensation and Professional Liability
1115 The County of Okaloosa shall be furnished proof of coverage by certificates of
insurance (COI) and endorsements for every applicable insurance contract
required by this Agreement The COI s and policy endorsements must be
delivered to the Autho1ized Representative not less than ten (10) Days prior to the
commencement of any and all contractual agreements between the County of
Okaloosa and the CONTRACTOR
1116 The COUNTY shall retain the right to reject all insurance contracts that do not
meet the requirement of this Agreement Further the COUNTY reserves the right
to change these insurance requirements with 60-Day notice to the
CONTRACTOR
1117 The insurance definition of Insured or Additional Insured shall include
Subcontractors Sub-subcontractors and any associated or subsidiary companies
of the CONTRACTOR which are involved and which is a part of the contract
1118 The COUNTY reserves the right at any time to require the CONTRACTOR to
provide certified copies of any insurance policies to document the insurance
coverage specified in this Agreement
1119 The designation of CONTRACTOR shall include any associated or subsidiary
company which is involved and is a part of the contract and such if any
associated or subsidiary company involved in the project must be named in the
Workers Compensation coverage
111IOAll policies shall be written so that the COUNTY will be notified of cancellation
or restrictive amendments at least thirty (30) Days prior to the effective date of
such cancellation or amendment Such notice shall be given directly to the
Authorized Representative
Okaloosa County Transfer Contract_Final Page 29 of 52
112 WORKERS COMPENSATION INSURANCE
1121 The CONTRACTOR shall secure and maintain during the life of this agreement
Workers Compensation insurance for all of his employees employed for the
project or any site connected with the work including supervision administration
or management of this project and in case any work is sublet with the approval
of the County of Okaloosa the CONTRACTOR shall require the Subcontractor
similarly to provide Workers Compensation insurance for all employees
employed at the site of the project and such evidence of insurance shall be
furnished the County of Okaloosa not less than ten (10) Days prior to the
conunencement of any and all subcontractual agreements which have been
approved by the County of Okaloosa
1122 Such insurance shall comply with the Florida Workers Compensation Law
1123 No class of employee including the CONTRACTOR himself shall be excluded
from the Workers Compensation insurance coverage The Workers
Compensation insurance shall also include Employers Liability coverage
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE
1131 The CONTRACTOR shall maintain Business Automobile Liability insurance
coverage throughout the life of this Agreement The insurance shall include
Owned Non-owned amp Hired Motor Vehicle coverage
1132 The CONTRACTOR shall carry other Conunercial General Liability insurance
against all other Bodily Injury Property Damage and Personal and Advertising
Injury exposures The coverage shall include both On- and Off-Premises
Operations Contractual Liability Board Form Property Damage and
Professional Liability
1133 All liability insurance ( other than Professional Liability) shall be written on an
occurrence basis and shall not be written on a claim-made basis If the insurance
Okaloosa County Transfer Contract~Final Page 30 of 52
is issued with an aggregate limit of liability the aggregate limit of liability shall
apply only to the locations included in this Agreement If as the result of any
claims or other reasons the available limits of insurance reduce to less than those
stated in the Limits of Liability the CONTRACTOR shall notify the Authorized
Representative in writing The CONTRACTOR shall purchase additional liability
insurance to maintain the requirements established in this Agreement Umbrella
or Excess Liability insurance can be purchased to meet the Limits of Liability
specified in this Agreement
1134 Commercial General Liability coverage shall be endorsed to include the
following
Premises - Operation Liability
Occurrence Bodily Injmy and Property Damage Liability
Independent CONTRACTORs Liability
Completed Operations and Products Liability
1135 CONTRACTOR shall agree to keep in continuous force Commercial General
Liability coverage including Completed Operations and Products Liability for two
(2) years beyond acceptance ofproject
114 LIMITS OF LIABILITY
The insurance required shall be written for not less than the following or greater if
required by law and shall include Employers liability with limits as prescribed in this
contract
LIMIT
A Workers Compensation
(1) State Statut01y
(2) Employers Liability $1000000 each accident
B Business Automobile amp Commercial $1000000 each occurrence
General Liability Insurance (A combined single limit)
C Personal and Adve1tising Injury $250000
D Pollution Liability $10000000 each occurrence
Okaloosa County Transfer Contract_Final Page 31 of 52
115 NOTICE OF CLAIMS AND LITIGATION
The CONTRACTOR agrees to report any incident or claim that results from performance
of this Agreement The COUNTY representative shall receive written notice in the form
of a detailed written repmi describing the incident or claim within ten ( 10) Days of the
CONTRACTORs knowledge In the event such incident or claim involves injury andor
property damage to a third party verbal notification shall be given the same Day the
CONTRACTOR becomes aware of the incident or claim followed by a written detailed
report within ten (10) Days of verbal notification
116 INDEMNIFICATION AND HOLD HARMLESS
To the fullest extent permitted by law CONTRACTOR shall indemnify and hold
harmless COUNTY its officers and employees from liabilities damages losses and
Costs including but not limited to reasonable attorney fees to the extent caused by the
negligence recklessness or intentional wrongful conduct of the CONTRACTOR and
other persons employed or utilized by the CONTRACTOR in the performance of this
contract
117 CERTIFICATES OF INSURANCE
1171 Certificates of insurance in duplicate indicating the job site and evidencing all
required coverage must be submitted to and approved by Okaloosa County prior
to the commencement of any of the work The certificate holder(s) shall be as
follows
Okaloosa County
602-C No1ih Pearl Street
Crestview Florida 32536
1172 All policies shall expressly require thirty (30) Days written notice to Okaloosa
County at the address set out above or the cancellations of material alterations of
such policies and the Certificates of Insurance shall so provide
Okaloosa County Transfer Contract_Final Page32 of52
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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John W Minger 1350 E John Sims Pkwy Niceville FIorida 32578
Ill 1lfllnffl 1ftmot ~ _ - 1o
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wmiddotM~middot7J middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot ~
Lois Jones STATE OF Flori COUNTY OF Ca]oosa
I HlllampIY CIATIFY lhfl on 1hi1 day btfor me an olfictt d11l1 nliltelbld middot in 11M $1amp11 afOffllid ampnd In 1M Cova11 alonuid to Ille UkllllMtiplfntt ptllDIUIU apptAltclJlh If 1111gar poundKee Vice President ~Jleve1opnmtt Ollpiey Inc
FILEtl 1247660 OKALOOSA COUNTYFLORIDA
I
R~D1 MAR 11 1993 8 3144 PM NEWNAN C BRACKIN CLERK
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Northgate DeVelomicrorent Canpany Inc
bull -11on unJ tho 1w f Florida ino -1 i o fufnnbull 1350 E John Sims Pkwy Niceville FL 32578 ~naff1r colW tiamp gronlor lo Okaloosa Board of County Cctrmissioners
colioi potoltc ddr u Okaloosa County courthouse OFFICIAL RECORDS Crestview Fl 32536 BK 1732 PG 486
InaIn cglfd tM pontH
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Iuaampr --middot _ w-of b _ rii amp J ampIn U alun NMfH Ju oon1 and oonllfll unlo 11 grcsnlN ell thot Nriabl land uuai ln Count Fonde1 uls
LEXAL DESCRIPrIOO CCHoIDvCIN3 at the concrete nonurrent (1980 FAFB) rrarking the NW corner of the NE ( ~f section 8 lbwnship 2 South Range 24 West Okaloosa Co1lllty Florida run S88-2048E along the north boundacy thereof 62500 feet to a concrete mgtrnnEnt numbered 3501 thence S03deg00 1 181w 20006 feet to a concrete rronurrent mmtered 3501 and the POINI OF BEGINNIIlaquo thence continue S03deg00 1 l811W 6602 feet to a concrete mmUOOlt numbered 3501 thence S88deg2048 11E 113000 feet to a ooncrete nonument mmbered 3501 on the weseerly right-of-way line of the Hill Avenue Extension AKA Freedan-Way thence N07deg1545 11E along said right-of-way line 6632 feet to a concrete rromment nurrbered 3501 thence N88deg2048W 113493 feet to the POINT OF BffiINNING Containing 172 acres nore or less SUbject to easanent of record ittls property is to be used as county maintained road
Togtlfatr wfll oU 1k l1Mriuntt lrcll10ffl9ftlt csnd PurffflGICff -- ~ or M - wlte appertlllrdnf
to llaue and hi ltlld i 1=
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MADAIIIS OrPICE SUPPLY -2138113 WAHANff OUO =01-iunON
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1hls WillTIIIIY Jttd MJ ond 1J lhbull 11th Joybull 0tober A D 1039 b
Northgate Develomicronent company Inci
J IIbull i pi oA carpofGflon bulldlllnQ unJ IA ruw al Florida lutiMti 1111 203 John C Sims Parkway Niceville Florida 32578 Ibullmiddotmiddotmiddotmiddot -~ 1bull1elnoflf cauJ 11 grontor to
1affelnotr eatrlaquol rr glllllfN
1tflbttsStlh Tlw IM bullmiddot o J In eondJlon o If wn o I 1000 J olr valuofI conttdtfoUoru NmlPl whro lf Jarfy aclinowiJaJ b t-bullbull pNtenb do oad NlValn U isbm w111Ue Nto mn1M1 and confmn unlo 1M granfN call IIat ctdn Lind uuue Oi Okaloosa Counl Florida ~Iamp
LFGAL DFSCRIPrION PARCEL B BEGINNING at the concrete monument marking (1980 JilFB) the NW corner of the NE of Section 8 Township 2 South Range 24 West Okaloosa OJunty Florida run S88deg20 14811 E along the north boijndary thereof 62500 feet to a concrete monunent numbered 3501 tBence S03 001 l81W 46000 feet to a concrete monument numbered 3501 thence N88 2048W 62500 feet to a concrete monument num~red 3501 on the west boundary of the aforesaid NE~ of Section 8 thence N03 0018E along said west boindary 46000 feet to the POINT OF BEGINNING Containing 660 acres more or less middot
Togtlhff WlH apparialnlRQ
To llaue and to Bold 1 r ff Bod th gPIWOr h-b oo-- wllfa ald a~ 1Jm U t lcwuil bullefud ol Mid land tn bull
bnp1 IIal II lo good ~hi J lwul owlori1 lo ll J con- 4JJ IonI Ml U _ vll _ n111u 11a ml fo rdd kI iiil w-lU df=rd tL ==-~~ ~e ~ Luof2J c~ of all~ wAaRUatNr
and duat old land t Ne ol cU encwnLroncu FLORIDA DOCUMENTARY STAMP TAX REQUIRED BY LAW IN THE AMOUNT OF IJVe(Sdeg1AS BEEN P bull NEWMAN C BR CKIN CLERK OKAL COU TY B DC
~0~~ ohn wbull MingerL ExecbullVice Pres-middotmiddotmiddot
IPACl ULOW 01 IKO-flgtIH VU
I HERampBY CERTIFY thn on thibull dar bdou me an officer dulr authoriud in 1hc Stilt aforuald and in the County alorruid to ukc ucknowlrd~mn11 pcnonbullllr appnrtd
John w Minger Exec Vice Pres Northgate Developnent Ompany Inc
RCD1 OCT 23 1989 NEWMAN C BRACKIN
FILElt 1058478 OKALOOSA COUNTYFL0R1DA
r Waste Management Inc of Florida
w~o11 poatollH addra U 500 Cypress Creek Road West Suite 300 Fort Lauderdale Florida 33309
I
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CLERK i
-
EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
Affiliate Entity Report Active Legal Entities State of
Name Federal ID No Entity Type Incorporation
Chesser Island Road Landfill Inc 58-2364490 Corporation Georgia
City Disposal Systems Inc 38-3407001 Corporation Delaware
City Environmental Services Inc of Waters 38-3020069 Corporation Michigan
City Environmental Inc 38-3407576 Corporation Delaware
Cleburne Landfill Company Corp 59-3069374 Corporation Alabama
Coast Waste Management Inc 95-2557952 Corporation California
Connecticut Valley Sanitary Waste Disposal Jnc 04-2796580 Corporation Massachusett
Conservation Services Inc 84-0915035 Corporation Colorado
Continental Waste Industries Arizona Inc 22-3146904 Corporation New Jersey
Corporate Housing Initiatives II Limited Partnership 52-1854657 Limited Partnership Delaware
Coshocton Landfill Inc 31-1214800 Corporation Ohio
Cougar Landfill Inc 76-0211843 Corporation Texas
Countryside Landfill Inc 36-2838336 Corporation Illinois
CR Grdup LLC 87-0629120 Limited Liability Company Utah
Cuyahoga Landfill Inc 76-0680495 Corporation Delaware
CWM Chemical Services LLC 36-4203347 Limited Liability Company Delaware
Dafter Sanitary Landfill Inc 38-2754804 Corporation Michigan
Dauphin Meadows Inc 23-2390183 Corporation Pennsylvania
Deep Valley Landfill Inc 23-2886200 Corporation Delaware
Deer Track Park Landfill Inc 39-1802678 Corporation Delaware
Del Alma Landfill LLC 74-3055347 Limited Liability Company Delaware
Delaware Recyclable Products Inc 51-0334417 Corporation Delaware
Dickinson Landfill Inc 76-0325384 Corporation Delaware
Disposal Service Incorporated 55-0618479 Corporation West Virginia
DLA Investments Inc 20-4595489 Corporation Florida
Dominium Opportunity Fund A California Limited Partnership 95-4507794 Limited Partnership California
Downtown Diversion Inc 80-0069661 Corporation California
EC Waste Inc 66-0523535 Corporation Puerto Rico
Earthmovers LandfiH LLC 61-1342591 Limited Liability Company Delaware
East Liverpool Landfill Inc 34-1637446 Corporation Ohio
Eastern One Land Corporation 76-0695122 Corporation Delaware
Eco-Vista LLC 72-1541909 Limited Liability Company Arkansas
eCycling Services LLC 38-3684879 Limited Liability Company Delaware
El Coqui Landfill Company Inc 66-0555785 Corporation Puerto Rico
El Coqui Waste Disposal Inc 76-0480500 Corporation Delaware
ELDA Landfill Inc 76-0639272 Corporation Delaware
Elk River Landfill Inc 41-1283941 Corporation Minnesota
Enerkem Inc Corporation Quebec
Envirofil of Illinois Inc 37-0957555 Corporation Illinois
Evergreen Landfill Inc 76-0472693 Corporation Delaware
Evergreen National Indemnity Company UK-0000142 Corporation Ohio
Evergreen Recycling and Disposal Facility Inc 76-0638587 Corporation Delaware
Farmers Landfill Inc 43-0863680 Corporation Missouri
Feather River Disposal Inc 06-1479349 Corporation California
Gl Industries 87-0430285 Corporation Utah
GA Landfills Inc 58-2293782 Corporation Delaware
Gallia Landfill Inc 31-1509605 Corporation Delaware
Garnet of Maryland Inc 52-1916417 Corporation Maryland
Gateway Transfer Station LLC 20-1457460 Limited Liability Company Georgia
Georgia Waste Systems Inc 58-1028526 Corporation Georgia
Gestion Des Rebuts DMP Inc NA-0000033 Corporation Quebec
Giordano Recycling LLC 20-2098765 Limited Liability Company Delaware
8312010 83532 AM Page 2
Affiliate Entity Report Active Legal Entities State of
Name Federal ID No Entity Type Incorporation
Glades Landfill LLC
Glens Sanitary Landfill Inc
Grand Central Sanitary Landfill Inc
Greenbow LLC
Grupo WMX SA De CV
Guadalupe Mines Mutual Water Company
Guadalupe Rubbish Disposal Co Inc
Guam Resource Recovery Partners LP
Ham Lake Haulers Inc
Harris Sanitation lnc
Harvest Power Inc
Harwood Landfill Inc
Hedco Landfill Limited
High Mountain Fuels LLC
Hillsboro Landfill Inc
Holyoke Sanitary Landfill Inc
IN Landfills LLC
Jahner Sanitation Inc
Jay County Landfill LLC
JFS (UK) Limited
Kand W Landfill Inc
Kahle Landfill Inc
Keene Road Landfill Inc
Kelly Run Sanitation lnc
Key Disposal Ltd
KeyCorp Investment Limited Partnership
King George Landfill Properties LLC
King George Landfill Inc
La Quinta MedicalCommercial Plaza Ltd
Lakeville Recycling LP
Land Reclamation Company Inc
Land South Holdings LLC
Landfill Services of Charleston Inc
Laurel Highlands Landfill Inc
LCS Services Inc
Liberty Landfill LLC
Liberty Lane West Owners Association
Liquid Waste Management Inc
LongleafCampD Disposal Facility Inc
Longmont Landfill LLC
Looney Bins lnc
MSTS Inc
Mahoning Landfill Inc
Mass Gravel Inc
Mc Ginnes Industrial Maintenance Corporation
McDaniel Landfill Inc
McGill Landfill Inc
Meadowfifl Landfill Inc
Michigan Environs Inc
MicroGREEN Polymers Inc
Midwest One Land Corporation
Minneapolis Refuse Incorporated
8312010 83532 AM
73-1630187
38-2065407
23-2049337
05-0605713
NA-0000039
77-0398278
95-2746842
36-4149976
41middot1704537
59-1219741
52-1637402
NA-0000040
26-2268599
93-0760239
04-2481863
61-1342588
45-0410330
61-1342592
NA-0000044
38-2504167
43-1682575
59-2044226
25-1696669
NA-0000045
34-1783428
27-0747734
54-1632805
95-4357859
36-3730138
36-3640284
20-5908782
55-0731302
25-1640583
55-0673745
61-1342590
36-4163829
95-2779930
59-3598129
36-4551803
95-4704325
36-3542321
34-1047662
04-3117495
74-1532790
45-0399545
38-3076718
31-1509701
38-2434760
20-0606093
41-0972178
Limited Liability Company
Corporation
Corporation
Limited Liability Company
Corporation
Not For Profit Corporation
Corporation
Limited Partnership
Corporation
Corporation
Corporation Corporation
Corporation
Limited Liability Company
Corporation
Corpoi-ation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Limited Liability Company
Corporation
Limited Partnership
Limited Partnership
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Limited Liability Company
Not For Profit Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Florida
Michigan
Pennsylvania
Alabama
Mexico
California
California
Delaware
Minnesota
Florida
Delaware
Maryland
England
Delaware
Oregon
Massachusett
Delaware
North Dakota
Delaware
England
Michigan
Missouri
Florida
Pennsylvania
British Columl
Ohio
Virginia
Virginia
California
Delaware
Delaware
Delaware
West Virginia
Pennsylvania
West Virginia
Delaware
New Hampshi
California
Florida
Delaware
California
Delaware
Ohio
Massachusetl
Texas
North Dakota
Michigan
Delaware
Michigan
Washington
Delaware
Minnesota
Page 3
Affiliate Entity Report Active Legal Entities State of
Name Federal ID No Entity Type Incorporation
Modern-Mallard Energy LLC
Modesto Garbage Co Inc
Moor Refuse Inc
Mountain High Medical Disposal Services Inc
Mountain Indemnity Insurance Company
Mountainview Landfill Inc (MD)
Mountainview Landfill Inc (UD
Nassau Landfill LLC
National Guaranty Insurance Company of Vermont
New England CR LLC
New Milford Landfill LLC
New Orleans Landfill LLC
NHVT Energy Recovery Corporation
North Manatee Recycling and Disposal Facility LLC
Northwestern Landfill Inc
Nu-Way Live Oak Reclamation Inc
Oakridge Landfill Inc
Oakwood Landfill Inc
Okeechobee Landfill Inc
Ozark Ridge Landfill Inc
P amp R Environmental Industries LLC
Pacific Waste Management LLC
Palmetto Seed Capital Fund
Palo Alto Sanitation Company
Pappy Inc
Peltz HC LLC
Pen-Rob Inc
Penuelas Valley Landfill Inc
Peoples Landfill Inc
Peterson Demolition Inc
Phoenix Resources Inc
Pine Grove Landfill Inc (PA)
Pine Tree Acres Inc
PPP Corporation
ProCentury Corporation
Pulaski Grading LLC
Quail Hollow Landfill Inc
Questquill Limited
R amp B Landfill Inc
RAA Colorado LLC
RAA Trucking LLC
RCI Hudson Inc
Recycle America Co LLC
Recycle America Holdings Inc
Redwood Landfill Inc
Refuse Services Inc
Refuse Inc
Reliable Landfill LLC
Remote Landfill Services Inc
Reno Disposal Co
Resco Holdings LLC
Resource Control Composting Inc
8312010 83532 AM
57-1161216
94-1643145
33-0622768
20-2500293
03-0328445
25-1538716
76-0548746
37-1487482
36-3643755
04-3735642
76-0641312
38-3699690
02-0390004
26-0283104
52-2023458
68-0236308
25-1547187
57-0974474
25-1628636
71-0692520
04-3735653
98-0227312
57-0889130
94-1075868
52-1561430
UK-0000100
86-0504613
66-0560251
38-3406998
41-1625867
23-2483102
23-2388139
38-2544258
23-2146479
UK-0000026
76-0638043
62-1727567
98-0221631
25-1754371
20-2587942
39-2040612
04-3044820
04-3735636
72-1541913
94-1443150
59-1098850
88-0094235
73-1654400
62-1421307
88-0087833
20-0584193
04-3044833
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liilbility Company
Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Trust
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Limited Liability Company
Corporation
Delaware
California
California
Utah
Vermont
Maryland
Utah
Delaware
Vermont
Delaware
Delaware
Delaware
New Hampshi
Florida
Delaware
Delaware
South Carolin
South Carolin
Florida
Arkansas
North Carolin
Delaware
South Carolin
California
Maryland
Wisconsin
Arizona
Puerto Rico
Delaware
Minnesota
Pennsylvania
Pennsylvania
Michigan
Delaware
Ohio
Delaware
Delaware
United Kingdc
Georgia
Colorado
Wisconsin
Massachusen
Delaware
Delaware
Delaware
Florida
Nevada
Delaware
Tennessee
Nevada
Delaware
Massachusett
Page 4
Affiliate Entity Report Active Legal Entities
State of
Name Federal ID No Entity Type Incorporation
Resource Control Inc
Richland County Landfill Inc
Riegel Ridge LLC
Riverbend Landfill Co
Rolling Meadows Landfill Inc
RRT Design amp Construction Corp
RRT Empire of Monroe County Inc
RTS Landfill Inc
Rust Engineering amp Construction Inc
Rust Engineering (Thailand) Ltd
Rust International Inc
S amp J Landfill Limited Partnership
S amp S Grading Inc
S V Farming Corp
S4 Columbia Ridge Recovery LLC
S4 Energy Chambers Recovery LLC
S4 Energy Solutions LLC
Sanifill de Mexico (US) Inc
Sanifill de Mexico SA de CV
Sanifill Power Corporation
SC Holdings Inc
Serubam Servicos Urbanos E Ambientais Ltda
SES Bridgeport LLC
Shade Landfill Inc
Shanghai Environment Group Company Limited
Sierra Estrella Landfill Inc
Southern Alleghenies Landfill Inc
Southern One Land Corporation
Southern Plains Landfill Inc
Southern Waste Services LLC
Spruce Ridge Inc
Stony Hollow Landfill Inc
Suburban Landfill Inc
Terrabon Inc
Texarkana Landfill LLC
Texas Pack Rat - Austin 1 LLC
Texas Pack Rat - Dallas 1 LLC
Texas Pack Rat - Houston 1 LLC
Texas Pack Rat- Houston 2 LLC
Texas Pack Rat - Houston 3 LLC
Texas Pack Rat - San Antonio 1 LLC
Texas Pack Rat Service Company LLC
The Peltz Group LLC
The Waste Management Charitable Foundation
The Woodlands of Van Buren Inc
Thermal Remediation Solutions LLC
TNT Sands Inc
Trail Ridge Landfill Inc
T ransarnerican Waste Central Landfill Inc
Trash Hunters Inc
TrashCo Inc
Tri-County Sanitary Landfill LLC
8312010 83532 AM
04-2655361
58-1708996
56-2124210
93-0724866
76-0325383
16-1353118
16-1409567
58-1924102
63-1081016
NA-0000162
63-1081055
76-0404581
58-1858013
22-2976860
27-1892156
27-1372079
26-4136359
76-0419331
NA-0000070
76-0496422
36-2898300
NA-0000077
36-4057298
23-2886198
86-0717293
25-1249160
72-1534481
73-1384828
61-1342585
41-1591957
76-0638597
76-0638596
30-0239245
20-3668884
26-2054900
20-4572488
20-5227255
20-5227324
20-4572603
05-0545181
04-3073733
36-3791221
91-1865607
57-0937314
36-3667296
76-0463386
64-0852590
26-1885543
20-0937658
Corporation
Corporation
Limited Liability Company
Corporation Corporation
Corporation
Corporation
Corporation Corporation
Corporation
Corporation
Limited Partnership
Corporation Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Joint Venture
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Not For Profit Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Massachusett
South Carolin
North Carolim
Oregon
Delaware
Delaware
New York
Delaware
Delaware
Thailand
Delaware
Texas
West Virginia
New Jersey
Delaware
Delaware
Delaware
Delaware
Mexico
Delaware
Pennsylvania
Brazil
Delaware
Delaware
Peoples Rep1
Arizona
Pennsylvania
Delaware
Oklahoma
Delaware
Minnesota
Delaware
Delaware
Delaware
Delaware
Texas
Texas
Texas
Texas
Texas
Texas
Texas
Wisconsin
Delaware
Delaware
Oregon
South Carolin
Delaware
Delaware
Mississippi
Delaware
Delaware
Page 5
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No EntilyType Incorporation
TX Newco LLC 61-1468715 Limited Liability Company Delaware
United Waste Systems Leasing Inc 38-3324143 Corporation Michigan
United Waste Systems of Gardner Inc 04-3320949 Corporation Massachusett
USA South Hills Landfill Inc 25-1139448 Corporation Pennsylvania
USA Valley Facility Inc 23-2886199 Corporation Delaware
USA Waste Geneva Landfill Inc 34-1802751 Corporation Delaware
USA Waste Landfill Operations and Transfer Inc 76-0435557 Corporation Texas
USA Waste of California Inc 68-0306154 Corporation Delaware
USA Waste of Pennsylvania LLC 74-2921886 Limited Liability Company Delaware
USA Waste of Texas Landfills Inc 76-0322548 Corporation Delaware
USA Waste of Virginia Landfills Inc 58-1932248 Corporation Delaware
USA Waste Services of NYC Inc 11-3301808 Corporation Delaware
USA Waste-Management Resources LLC 13-3853086 Limited Liability Company New York
USA-Grine LLC 04-3735654 Limited Liability Company Delaware
UWS Barre Inc 04-3320948 Corporation Massachusett
Valley Garbage and Rubbish Company Inc 95-2090787 Corporation California
Vaporlok Technology LLC Limited Liability Company Delaware
Verns Refuse Service Inc 45-0435644 Corporation North Dakota
VFB LLC 22-3842831 Limited Liability Company New Jersey
VHG Inc UK-0000023 Corporation Minnesota
Vickery Environmental Jnc 31-1153176 Corporation Ohio
Vista Landfill LLC 59-3652174 Limited Liability Company Florida
Voyageur Disposal Processing Inc 41-1734827 Corporation Minnesota
Warner Company 51-0281233 Corporation Delaware
Warner Hill Development Company 34-1043478 Corporation Ohio
Waste Away Group Inc 63-0898842 Corporation Alabama
Waste Management Arizona Landfills Inc 86-0683003 Corporation Delaware
Waste Management Buckeye LLC 26-0076809 Limited Liability Company Delaware
Waste Management Collection and Recycling Inc 95-2621587 Corporation California
Waste Management Disposal Services of Colorado Inc 84-1004487 Corporation Colorado
Waste Management Disposal Services of Maine Inc 01-0392888 Corporation Maine
Waste Management Disposal Services of Maryland Inc 36-2898301 Corporation Maryland
Waste Management Disposal Services of Massachusetts Inc 04-2320990 Corporation Massachusett
Waste Management Disposal Services of Oregon Inc 36-3548405 Corporation Delaware
Waste Management Disposal Services of Pennsylvania Inc 23-1655318 Corporation Pennsylvania
Waste Management Disposal Services of Virginia Jnc 36-3791008 Corporation Delaware
Waste Management Financing Corporation 36-4200855 Corporation Delaware
Waste Management Holdings Inc 36-2660763 Corporation Delaware
Waste Management Inc- of Florida 59-1094518 Corporation Florida
Waste Management lndycoke LLC 81-0640497 Limited Liability Company Delaware
Waste Management International Inc 36-3255004 Corporation Delaware
Waste Management International Ltd NA-0000099 Limited Liability Company Bermuda
Waste Management Municipal Services of California Inc 77-0151385 Corporation California
Waste Management National Services Inc 760686861 Corporation Delaware
Waste Management New England Environmental Transport Inc 04-3509618 Corporation Delaware
Waste Management of Alameda County lnc 94-0727420 Corporation California
Waste Management of Alaska Inc 91-1879241 Corporation Delaware
Waste Management of Arizona Inc 86-0198265 Corporation California
Waste Management of Arkansas Inc 04-2814811 Corporation Delaware
Waste Management of California Inc 95-1735737 Corporation California
Waste Management of Canada Corporation NA-0000021 Corporation Ontario
Waste Management of Carolinas Inc 56-0731307 Corporation North Caroline
8312010 83532 AM Page 6
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No Entity Type Incorporation
Waste Management of Colorado Inc
Waste Management of Connecticut Inc
Waste Management of Delaware Inc
Waste Management of Fairless LLC
Waste Management of Five Oaks Recycling and Disposal Facility t
Waste Management of Georgia Inc
Waste Management of Hawaii Inc
Waste Management of Idaho Inc
Waste Management of lltinois Inc
Waste Management of Indiana Holdings One Inc
Waste Management of Indiana Holdings Two Inc
Waste Management of Indiana LLC
Waste Management of Iowa Inc
Waste Management of Kansas Jnc
Waste Management of Kentucky Holdings Inc
Waste Management of Kentucky LLC
Waste Management of Leon County Inc
Waste Management of Londonderry Inc
Waste Management of Louisiana Holdings One Inc
Waste Management of Louisiana LLC
Waste Management of Maine Inc
Waste Managerrient of Maryland Inc
Waste Management of Massachusetts Inc
Waste Management of Metro Atlanta Inc
Waste Management of Michigan Inc
Waste Management of Minnesota Inc
Waste Management of Mississippi Inc
Waste Management of Missouri Inc
Waste Management of Montana Inc
Waste Management of Nebraska Inc
Waste Management of Nevada Inc
Waste Management of New Hampshire Inc
Waste Management of New Jersey Inc
Waste Management of New Mexico Inc
Waste Management of New York LLC
Waste Management of North Dakota Inc
Waste Management of Ohio Inc
Waste Management of Oklahoma Inc
Waste Management of Oregon Inc
Waste Management of Pennsylvania Gas Recovery LLC
Waste Management of Pennsylvania Inc
Waste Management of Plainfield LLC
Waste Management of Rhode Island Inc
Waste Management of South Carolina Inc
Waste Management of South Dakota Inc
Waste Management of Texas Holdings Inc
Waste Management of Texas Inc
Waste Management of Tunica Landfill Inc
Waste Management of Utah Inc
Waste Management of Virginia Inc
Waste Management of Washington Inc
Waste Management of West Virginia lnc
8312010 83532 AM
84-0523684
06-1485581
51-0094505
26-3468180
37-1035820
36-3319564
76-0638599
82-0364976
36-2660859
36-4039079
36-4059574
36-4071447
42-0824220
48-0634806
36-4059575
36-4035849
36-3319565
20-5657050
36-4142119
36-4119910
01-0267739
52-0250430
04-2535063
58-1937966
38-1214786
36-2698820
36-3005295
43-0992367
36-3564773
36-3469702
88-0394159
04-2482447
36-3700143
85-0229020
36-4206797
36-3798294
25-1673264
73-0685975
93-0612655
20-2926331
25-1232336
76-0722971
36-3668109
36-2935124
46-0348394
43-1976001
75-1223528
64-0869334
87-0302156
25-1578667
36-3846342
36-3553198
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Colorado
Delaware
Delaware
Delaware
Delaware
Georgia
Delaware
Idaho
Delaware
Delaware
Delaware
Delaware
Iowa
Kansas
Delaware
Delaware
Florida
Delaware
Delaware
Delaware
Maine
Maryland
Massachusett
Georgia
Michigan
Minnesota
Mississippi
Delaware
Delaware
Delaware
Nevada
Connecticut
Delaware
New Mexico
Delaware
Delaware
Ohio
Oklahoma
Oregon
Delaware
Pennsylvania
Delaware
Delaware
South Carolin
South Dakota
Delaware
Texas
Mississippi
Utah
Virginia
Delaware
Delaware
Page7
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No Entity Type Incorporation
Waste Management of Wisconsin Inc
Waste Management of Wyoming Inc
Waste Management Partners Inc
Waste Management Recycle Asia LLC
Waste Management Recycling and Disposal Services of California
Waste Management Recycling of New Jersey LLC
Waste Management Security LLC
Waste Management Service Center Inc
Waste Management Inc
Waste Management Inc of Tennessee
Waste Resources of Tennessee Inc
Waste Services of Kentucky LLC
Waste to Energy Holdings Inc
Waste to Energy I LLC
Waste to Energy II LLC
Wastech Inc
WESI Baltimore Inc
WESI Capital Inc
WESI Peekskill Inc
WESI Westchester Inc
Westchester Resco Associates LP
Western One Land Corporation
Western Waste Industries
Western Waste of Texas LLC
Wheelabralor -Ballin1u1e LLC
Wheelabrator Baltimore LP
Wheelabrator Bridgeport LP
Wheelabrator Cedar Creek Inc
Wheelabrator Chambers Inc
Wheelabrator China Holdings Limited
Wheelabrator Claremont Company LP
Wheelabrator Claremont Inc
Wheelabrator Concord Company LP
Wheelabrator Concord Inc
Wheelabrator Connecticut lnc
Wheelabrator Culm Services Inc
Wheelabrator Environmental Systems Inc
Wheelabrator Environmental Technologies Consulting (Shanghai) (
Wheelabrator Falls Inc
Wheelabrator Frackville Energy Company Inc
Wheelabrator Frackville Properties Inc
Wheelabrator Frederick Inc
Wheelabrator Fuel Services Inc
Wheelabrator Gloucester Company LP
Wheelabrator Gloucester Inc
Wheelabrator Guam Jnc
Wheelabrator Hudson Falls LLC
Wheelabrator Lassen Inc
Wheelabrator Lisbon Inc
Wheelabrator McKay Bay Inc
Wheelabrator Millbury Inc
Wheelabrator Netherlands BV
831200 83532 AM
39-0967466
36-3828554
36-3220911
39-1977904
95-2370376
04-3735640
43-1970495
20-4017651
73-1309529
36-2935128
54-0838353
94-3429202
76-0652923
02-0519035
02-0519036
93-0936732
02-0357495
36-3861933
02-0363274
02-0360305
02-0367753
76-0688224
95-1946054
30-0239250
36-4057301
36-4057307
36-4057309
02-0443870
26-3194113
23-50847741
02-0390003
20-4284300
02-0394017
02-0393450
36-3908786
02-0442574
02-0412779
27-2548111
04-3024782
02-0393452
04-3100742
02-0442576
02-0396724
02-0391601
36-3926262
72-1541910
36-3926261
61-1167063
36-3240315
02-0412788
26-4308579
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Partnership
Limited Partnership
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Limited Partnership
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Wisconsin
Delaware
Delaware
Ohio
California
Delaware
Delaware
Delaware
Delaware
Tennessee
Tennessee
Delaware
Delaware
Delaware
Delaware
Nevada
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
California
Delaware
Delaware
Maryland
Delaware
Delaware
Delaware
Hong Kong
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Peoples Rep1
Delaware
Delaware
Delaware
Delaware
Delaware
New Jersey
Delaware
Delaware
Delaware
Delaware
Delaware
Florida
Delaware
Netherlands
Page8
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No EntifyType Incorporation
Wheelabrator New Hampshire Inc
Wheelabrator New Jersey Inc
Wheelabrator NHC Inc
Wheelabrator North Andover Inc
Wheelabrator North Broward Inc
Wheelabrator Norwalk Energy Company Inc
Wheelabrator Penacook Inc
Wheelabrator Pinellas Inc
Wheelabrator Portsmouth Inc
Wheelabrator Putnam Inc
Wheelabrator Ridge Energy Inc
Wheelabrator Saugus Inc
Wheelabrator Shasta Energy Company Inc
Wheelabrator Sherman Energy Company GP
Wheelabrator Sherman Station LLC
Wheelabrator Sherman Station One Inc
Wheelabrator South Broward Inc
Wheelabrator Spokane Inc
Wheelabrator Technologies Inc
Wheelabrator Technologies International Inc
Wheelabrator Westchester LP
White Lake Landfill Inc
Williams Landfill LLC
Willow Oak Landfill LLC
WM Arizona Ope atiur1s LLC
WM Asphalt Products LLC
WM Bagco LLC
WM Conversion Energy LLC
WM Conversion Fund LLC
WM Corporate Services Inc
WM Emergency Employee Support Fund Inc
WM Energy Resources Inc
WM Energy Solutions Inc
WM Green Squad LLC
WM GreenOps LLC
WMGTL Inc
WM GTL LLC
WM Healthcare Solutions Inc
WM Illinois Renewable Energy LLC
WM International Holdings Inc
WM International Services (UK) Limited
WM Lamp Tracker Inc
WM Landfills of Ohio Inc
WM Landfills of Tennessee Inc
WM Leasing of Arizona LLC
WM Leasing of Texas LP
WM LNG Inc
WM Mercury Waste Inc
WM Middle Tennessee Environmental Center LLC
WM Mobile Bay Environmental Center Inc
WM Nevada Renewable Energy LLC
WM of Texas LLC
8312010 83532 AM
02-0390002
02-0391598
02-0393448
36-3062971
04-3030218
02-0395269
02-0393449
36-3110153
27-1446081
36-3908789
36-3820153
13-2740971
02-0395274
02-0390349
76-0743287
02-0390312
02-0410154
02-0416522
22-2678047
36-3965264
02-0367751
38-1889893
61-1342579
20-1457518
32-0112690
27-0675171
26-4626312
26-4040670
27-1445960
27-3308922
11-3758170
27-1184260
76-0695139
26-1694369
26-4194066
26-0294424
26-0294528
20-3483524
45-0512000
76-0607203
NA-0000098
26-2748613
31-1509696
62-1462526
20-4017719
20-4017724
26-2294125
27-2289604
26-1946982
76-0638602
27-1678300
26-0428868
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
General Partnership
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Limited Liability Company
Limited Liability Company
Limited Uabllfty Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Not For Profit Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Limited Partnership
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Limited Liability Company
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Maine
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Michigan
Delaware
Georgia
Uelaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
England
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Page 9
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No Entity Type Incorporation
WM Organic Growth Jnc
WM PA Holdings LLC
WM Pack-Rat of California LLC
WM Pack-Rat of Illinois LLC
WM Pack-Rat of Kentucky LLC
WM Pack-Rat of Maryland LLC
WM Pack-Rat of Massachusetts LLC
WM Pack-Rat of Michigan LLC
WM Pack-Rat of Nevada LLC
WM Pack-Rat of Ohio LLC
WM Pack-Rat of Rhode Island LLC
WM Pack-Rat LLC
WM Partnership Holdings Inc
WM Phoenix Energy Resources LLC
WM Quebec Inc
WM RA Canada Inc
WM Recycle America LLC
WM Recycle Europe LLC
WM Renewable Energy LLC
WM Resource Recovery amp Recycling Center Inc
WM Resources Inc
WM Safety Services LLC
WM Security Seivices Inc
WM Services SA
WM Storage II Inc
WM Storage Inc
WM Texas Pack Rat LLC
WM Trash Monitor Plus LLC
WM WY Energy Resources LLC
WMI Medical Services of Indiana Inc
WMI Mexico Holdings Inc
WMNA Container Recycling LLC
WMRE of Michigan LLC
WMSALSA Inc
WMST Illinois LLC
WTI Air Pollution Control Jnc
WTI Financial LLC
WTI International Holdings Inc
wn Rust Holdings Inc
WTI UK LTD
20-4677155
27-2335935
26-0380883
26-0524082
26-2289448
26-1411856
26-1411946
26-2289484
27-0371504
262289407
26-1855760
26-0285281
36-3974344
27-2340971
NA-0000041
NA-0000172
72-1541911
20-0570245
45-0511978
26-2289538
25-1536159
20-3887188
20-3714754
NA-0000108
27-1525390
26-0285202
26-1442144
26-1436776
27-1184329
35-1724992
36-3912290
04-3735649
27-3334762
20-2580150
94-3423874
36-4110833
20-0584237
36-3908839
02-0351425
98-0336025
Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Limited Liability Company
Corporation
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81312010 83532 AM Page 10
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POWER Federal Insurance Company Attn Surety DepartmentChubb OF Vigilant Insurance Company 15 Mountain View Road Surety AITORNEY Pacific Indemnity Company Warren NJ 07059
CHUBB
Know All by These Presents That FEDERAL INSURANCE COMPANY an Indiana corporation VIGILANT INSURANCE COMPANY a New York cor]Joration and PACIFIC INDEMNITY COMPANY a Wisconsin corporation do each hereby constitute and appoint Joseph Aulbert Marc W Boots Richard Covington Joy Durham Stephanie Gunderson Vickie Lacy Heather Noles P T Osburn and Maria D Zuniga of Housfon Texasmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot-middotmiddotmiddot-middotmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot--middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot
each as their true and lawful Attorneymiddot Inmiddot Fact lo execute under such designation in their names and 1o affix their corporate seals to and deliver for and on their behalf as surety thereon or otherwise bonds and undertakings and other writings obligatoiy in the nature thereof other lhan ball bonds) given or executed in the course of business and any Instruments amending or altering lhe same and consents to the modification or alteration of any instrument referred to in said bonds or obligations
In Wllness Whereof said FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY have each executed and attested these presents and affixed their corporale seals on this 17th day of August 2010
STATE OF NEW JERSEY ss
County of Somerset
On this i 7th day of August 2010 before me a Notary Public of New Jersey personally came Dawn M Chloros to me known to be Assistant Secretary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY the companies which executed the foregoing Power of Attorney and the said Dawn M Chloros being by me duly sworn did depose and say that he is Assistant Secretary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY and knows the corporate seals thereof that the seals affixed to the foregoing Power of Attorney are such corporate seals and were thereto affixed by authority of the By- Laws of said Companies and hat ha signed said Power of Attorney as Assistant Secretary of said Companies by like authority and that he Is acquainted with David B Norris Jr and knows him to be Vice President of said Companies and that the signature of David B Norris Jr subscribed to said Power of Altomey Is ln the genuine handwriting of David B Norris Jr and was thereto subscribed by authority of said By- Laws and In deponents presence
Notarial Seal
KATHERINE J ADElMR NOTARY PUBLIC OF NEW JERSEY
No 2316685 CCIIRmQlon Exp July 16 2014
CERTIFICATION Exlract from the Bymiddot Laws of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY
All powers of attorney for and on behalf of Iha Company may and shall be executed in lhe name and on behalf of the Company either by the Chairman or the President or a Vice President or an Asslslant Vice President jointly with the Secretary or an Assistan1 Secretary under their respective designations The signature of such officers may be engraved printed or lithographed The signature of each of the fotlowing officers Chairman President any Vice President any Assistant Vice Presidenl any Secretary any Assislant Secretary and the seal of the Company may be affixed by facsimile to any power of attorney or to any certificate relating thereto appointing Assistant Secretaries or Attomeys- in- Fact for purposes only of eKeculing and attesting bonds and undertakings and other writings obligatory in the nature thereof and any such power of attorney dr certificate bearing such facsimile signature or lacsimie seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimlle signature and facsimile seal shall be valid and binding upon the Company with respect to any bond or undertaking to which ii is attached
I Dawn M Chloros Assistant Secrelary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY
(the ~companies) do hereby certify Iha
(I) (H)
J31dD0
hJ (lL~ff (1j~W Dawn M Chloros Assistant Secretary
Form 15-10-02258-U (Ed 5-03) CONSENT
TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS 6
ARTICLE 2 CONTRACT PURPOSE AND TERM 12
21 PURPOSE 12
22 EFFECTIVE DATE AND COMMENCEMENT DATE 12
23 TERM 13
ARTICLE 3 COUNTY RESPONSIBILITIES 13
31 DELIVERY OF ACCEPTABLE WASTE 13
32 MANNER OF DELIVERIES 13
33 COOPERATION 13
ARTICLE 4 CONTRACTOR RESPONSIBILITIES 13
41 OWNERSHIP AND TRANSFER OF OWNERSHIP 13
42 CAPITAL IMPROVEMENTS 14
43 PERMITTING AND COMPLIANCE 15
44 ACCEPTANCEOFWASTE 15
45 OPERATING REQUIREMENTS 16
46 HOURS AND DAYS OF OPERATION 17
47 HOLIDAYS 17
48 COUNTY ACCESS 18
49 TRANSPORTATION OF ACCEPTABLE WASTE 18
410 PROCESSING OF RECYCLABLE MATERIALS 18
411 RECORDKEEPING AND REPORTING 18
412 TRANSITION 20
ARTICLE 5 CONTRACTORS COMPENSATION 20
51 BASE RATE 20
52 RATE ADJUSTMENTS 21
53 BILLING AND PAYMENT OF CONTRACTORS FEES 21
Okaloosa County Transfer Contract_ Final Page 2 of 52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS 22
61 ACCEPTABLE WASTE 22
62 SPECIAL WASTE 22
63 CONSTRUCTION AND DEMOLITION DEBRIS 22
64 RECYCLABLE MATERIALS 22
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS 23
71 COUNTY RECYCLABLE MATERIALS 23
72 OTHER RECYCLABLE MATERIALS 25
ARTICLE 8 PERFORMANCE BOND 25
ARTICLE 9 LIQUIDATED DAMAGES 25
ARTICLE 10 DEFAULT AND TERMINATION 27
ARTICLE 11 INSURANCE 28
I II CONTRACTORS INSURANCE 28
112 WORKERS COMPENSATION INSURANCE 30
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE 30
114 LIMITS OF LIABILITY 31
115 NOTICE OF CLAIMS AND LITIGATION 32
116 INDEMNIFICATION AND HOLD HARMLESS 32
117 CERTIFICATES OF INSURANCE 32
118 GENERALTERMS 33
119 UMBRELLA INSURANCE 34
ARTICLE 12 FORCE MAJEURE 34
121 INABILITY TO PERFORM 34
122 EVENTS OF FORCE MAJEURE 35
123 WRITTEN NOTIFICATION 35
Okaloosa County Transfer Contract_Final Page3 of52
ARTICLE 13 TITLE TO WASTE 36
ARTICLE 14 ARBITRATION36
141 ARBITRATION 36
142 INDEPENDENT THIRD PARTY 36
143 AMBIGUITY 37
ARTICLE 15 OTHER TERMS AND CONDITIONS 37
151 WAIVER 37
152 ASSIGNMENT OF AGREEMENT 37
153 SUBCONTRACTORS 37
154 INDEPENDENT CONTRACTOR 38
155 NON-DISCRIMINATION PROVISIONS 38
156 LAW TO GOVERN VENUE JURISDICTION 39
157 ILLEGAL PROVISIONS 39
158 MODIFICATIONS 39
159 PREPARATION OF AGREEMENT 39
1510 REMEDIES CUMULATIVE 39
1511 HEADINGS 40
1512 REPRESENTATIONS OF CONTRACTOR 40
1513 REPRESENTATIONS OF COUNTY 40
1514 REPRESENTATIVES 40
1515 NOTICES 41
1516 ENTIRE AGREEMENT 42
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT 42
EXHIBIT A SPECIAL WAS TE 43
EXHIBIT B REAL PROPERTY WARRANTY DEEDS 46
EXHIBIT C CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO
CONTRACTORS RATE 49
EXHIBIT D SAMPLE AVERAGE MARKET VALUE CALCULATION 50
Okaloosa County Transfer Contract_Final Page4 of52
SOLID WASTE TRANSFER STATION OPERATION AGREEMENT
THIS AGREEMENT is made as of this J)Paay 8~ 2010 by and
between Okaloosa County Florida (the COUNTY) a political subdivision of the State of
Florida and Waste Management Inc ofFlorida (hereinafter refened to as CONTRACTOR) a
corporation duly organized and validly existing under and by virtue of the laws of the State of
Florida and authorized to do business in the State ofFlorida
WITNESSETH
WHEREAS the COUNTY and the CONTRACTOR entered into an agreement dated as of June
2 2000 pursuant to which CONTRACTOR operates transfer stations utilizing state-of-the-rut
techniques and in accordance with the rules and regulations of the Florida Deprutment of
Environmental Protection including but not limited to 62-701801 FAC and all referenced
codes for the purpose of receiving and transporting Solid Waste to a disposal site as provided
therein and
WHEREAS such contract for Solid Waste Transfer Station Operations authorizes the renewal of
said agreement and
WHEREAS the COUNTY and CONTRACTOR desire that CONTRACTOR continue to
operate and manage transfer stations under the te1ms and conditions set fotth in this Agreement
NOW THEREFORE in consideration of the premises contained in this Agreement the patties
hereto intend to be legally bound as follows
Okaloosa County Transfer Contract_Final Page 5 of52
ARTICLE 1 DEFINITIONS
The following words and expressions ( or pronouns used in their stead) shall wherever they
appear in this Agreement be constrned as follows unless a different meaning is clear from the
context Words of the masculine gender shall be deemed and construed to include correlative
words of the feminine and neuter genders Unless the context shall otherwise indicate all words
shall include the plum as well as the singular number and the word person shall include
corporations and associations including public bodies as well as natural persons
Acceptable Waste shall mean Solid Waste including garbage rnbbish refuse residue
incidental amounts of household hazardous waste as permitted by the Florida Department of
Environmental Protection and other discarded solid or semi-solid mate1ials resulting from
domestic commercial industrial recycling resource recovery agricultural and governmental
operations Acceptable Waste also includes Bulk Waste Special Waste (except those defined
under Unacceptable Waste) and Recyclable Materials Acceptable Waste shall not include
regulated Hazardous Waste Medical Waste Biomedical Waste Biological Waste Infectious
Waste and Yard Trash
Agreement shall mean this Agreement including all attachments and amendments thereto
Authorized Representative means the Public Works Director or as othetwise designated in
writing by the Board to represent the COUNTY in the administration and supervision of this
Agreement
Biomedical Waste means any Solid Waste or liquid waste which may present a threat of
infection to humans The term includes but is not limited to non-liquid human tissue and body
parts laboratory and veterinary waste that contain human disease-causing agents used
disposable shaips human blood human blood products body fluids and other materials that in
the opinion of the Department of Health and Rehabilitative Services represent a significant risk
of infection to persons outside the generating facility
Biological Waste means Solid Waste that causes or has the capability of causing disease or
infection and includes but is not limited to Biomedical Waste diseased or dead animals and
other wastes capable of transmitting pathogens to humans or animals
Okaloosa County Transfer Contract_Final Page 6 of52
Board shall mean the Board of County Commissioners of Okaloosa County Florida which is
the governing body of the COUNTY
Bulk Waste shall mean any waste that requires additional management due to its bulk or
weight and shall include Household Furniture treated lumber Electronics bicycles push type
lawn mowers with all oil and gas drained automotive tires and White Goods Bulk Waste does
not include any form of matter or debris resulting from tree removal land clearing land
development or Special Waste as defmed herein
Commencement Date means the first day of the month following the Effective Date of this
Agreement
Commercial Business Establishment means any establishment other than a residential
dwelling apartment complex condominium complex or trailer park and shall be and shall
include but not be limited to all retail professional wholesale and industrial facilities
manufacturing facilities non-profit enterprises governmentalpublic agencies and any other
commercial enterprises offering goods or services to the public
Commercial Waste means any Acceptable Waste generated at a Commercial Business
Establishment
Construction and Demolition Debris means discarded materials generally considered to be
not water-soluble and nonhazardous in nature including but not limited to steel glass brick
concrete asphalt roofing material pipe gypsum wallboard and lumber from the construction or
destruction of a structure as paii of a construction or demolition project or from the renovation of
a structure and including rocks soils tree remains trmiddotees and other vegetative matter that
nmmally results from land clearing or land development operations for a construction project
including such debris from construction of structures at a site remote from the construction or
demolition project site Mixing of Construction and Demolition Debris with other types of Solid
Waste will cause it to be classified as other than Construction and Demolition Debris The term
also includes
(a) Clean cardboard paper plastic wood and metal scraps from a construction project
Okaloosa County Transfer Contract_Final Page7 of52
(b) Except as provided ins 403707(9)(j) Florida Statutes unpainted nontreated wood
scraps from facilities manufacturing materials used for construction of structures or
their components and unpainted nontreated wood pallets provided the wood scraps
and pallets are separated from other Solid Waste where generated and the generator
of such wood scraps or pallets implements reasonable practices of the generating
industry to minimize the commingling of wood scraps or pallets with other Solid
Waste and
(c) De minimus amounts of other nonhazardous wastes that are generated at
construction or destruction projects provided such amounts are consistent with best
management practices of the industry
Contract Year means the time from the Commencement Date through March 31 2012 and
each calendar year thereafter
Costs shall mean the costs of labor materials supplies major rental equipment and tools
other direct costs and allocable indirect costs such as fringe benefits general and administrative
expenses and indirect labor costs
COUNTY shall mean Okaloosa County Florida acting by and tlnmiddotough its Board of County
Commissioners
CPI as used herein shall be the revised Consumer Price Index for All Urban Consumers South
Urban for all items not seasonally adjusted published by the Bureau of Labor Statistics US
Department of Labor 1984-82 = 100 In the event the US Department of Labor Bureau of
Labor Statistics ceases to publish the CPI the parties hereby agree to substitute another equally
authoritative measure of change in the purchasing power of the US dollar as may be then
available
Day shall mean one calendar day when used in this Agreement
Effective Date means the date this Agreement becomes effective when executed by the
parties or when the Board adopts the Ordinance establishing the rates specified herein
whichever later occurs
Okaloosa County Transfer Contract_Final Page 8 of52
Electronics means computers monitors keyboards nnce termmals printers modems
scanners cell phones televisions and copiers and other electronic equipment as directed by the
COUNTY
Franchise Area means the specifically described geographic areas exclusively assigned to a
franchisee for the purpose of residential Solid Waste Yard Trash and Bulk Waste Collection
and if applicable Recyclable Material Collection pursuant to the COUNTYs Residential Solid
Waste and Recycling Collection Franchise Agreement
Fuel Index as used herein shall be the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low
Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) published by the US
Department of Energy Energy Information Administration In the event the US Department of
Energy Energy Information Administration ceases to publish the fuel prices the parties hereby
agree to substitute another equally authoritative measure of change in the purchasing power of
the US dollar as may be then available
Hazardous Waste means Solid Waste or a combination of Solid Wastes (even though it may
be part of delivered load of waste) which because of its quantity concentration or physical
chemical or infectious characteristics may cause or significantly contribute to an increase in
mortality or an increase in serious irreversible or incapacitating reversible illness or may pose a
substantial present or potential hazard to human health or environment when improperly
transported disposed of stored treated or otherwise managed Hazardous Waste shall include
all such waste as defined by the Rules of the Florida Department of Environmental Protection
Chapter 62-730 FAC or 40 Code ofFederal Regulations 261 or both as either or both may be
amended from time to time and to the extent either or both is applicable to the disposal of waste
in Florida Hazardous Waste is not intended to include de minimus amounts of household
hazardous wastes as defined by FAC 62-701100
Household Furniture means all movable compactable articles or apparatus such as chairs
tables sofas mattresses etc for equipping a house
Okaloosa County Transfer Contract_Final Page9 of52
Incorporated Municipalities means those duly Incorporated Municipalities in Okaloosa
County consisting of Cinco Bayou Crestview Destin Fort Walton Beach Laurel Hill Mary
Esther Niceville Shalimar and Valpariso
Independent Third Party means a qualified party mutually acceptable to both the COUNTY
and the CONTRACTOR
Infectious Waste means those wastes which may cause disease or may reasonably be
suspected of harboring pathogenic organisms Included are wastes resulting from the operation
of medical clinics hospitals and other facilities producing wastes which may consist of but are
not limited to diseased human and animal parts contaminated bandages pathological
specimens hypodermic needles contaminated clothing and surgical gloves
Merchant Waste means Acceptable Waste that was collected from locations outside the
COUNTY jurisdictional boundaries Merchant Waste does not include Co=ercial Waste
generated within unincorporated areas of the COUNTY or within Incorporated Municipalities
Recyclable Materials means those materials which are capable of being recycled and which
would otherwise be processed or disposed of as Solid Waste Recyclable Materials shall include
newspapers (including inse1ts ) conugated cardboard mixed paper (including brown paper bags
magazines phonebooks junk mail white and colored paper shredded paper in a bag and
paperboard) aluminum plastic containers and bottles marked with SPI codes 1-7 glass bottles
and jars tin and ferrous cans polycoated containers and other Solid Waste materials added upon
Agreement between the COUNTY and the CONTRACTOR when such materials have been
either dive1ted from the remaining Solid Waste stream or removed prior to their entry into the
remaining Solid Waste stream
Recycling Facility means the facility located adjacent to the Fort Walton Beach Transfer
Station at which Recyclable Materials are delivered for processing andor transport
Required Turn Back Condition means reasonable wear and tear co=ensurate with the time
of use and considering the CONTRACTORs responsibilities for maintenance repair and
replacement
Okaloosa County Transfer Contract_Final Page 10 of52
Solid Waste means garbage rubbish refuse trash clean debris or other similar discarded
material resulting from domestic industrial commercial mining agricultural or governmental
operations It excludes Yard Trash Bulk Waste Recyclable Materials and Special Waste
Special Waste means wastes that can require special handling and management but are not
considered Bulk Waste that are not accepted at a landfill or other disposal facility or that are
accepted at a landfill or other disposal facility at higher rates than are charged for refuse
including but not limited to wastes outlined in Exhibit A
Subcontractor shall mean a person firm or corporation other than employees of
CONTRACTOR who or which contracts with CONTRACTOR to furnish or actually furnishes
labor materials andor equipment for the Facility
Ton means a sh01i ton 2000 pounds (9078 metric tons)
Transfer Stations means the facilities currently located at 630 Martin Luther King Jr Blvd
(Fort Walton Transfer Station) and at the Baker Landfill (Baker Transfer Station) in Okaloosa
County capable of receiving Acceptable Waste for further transfer to a disposal facility for
ultimate disposition
Unacceptable Waste shall mean wastes that are not accepted for Class I disposal These
materials include Infectious Waste and Hazardous Wastes as defined above those wastes
excluded from the definition of Acceptable Wastes and materials exhibiting the following
characteristics
(a) Hazardous placards or markings
(b) Liquids
( c) Powders or dusts
(d) Drums or commercial size containers
( e) Chemical odors
Other unacceptable materials include
(a) Asbestos containing wastes
(b) Ash
Okaloosa County Transfer Contract_Final Page 11 of52
( c) Fluorescent light bulbs
( d) Mercury containing devices
(e) Whole tires
(f) Liquid Wastes
White Goods means discarded washers dryers refrigerators ranges microwave ovens water
heaters freezers small air conditioning units and other similar domestic large appliances
Yard Trash means vegetative matter resulting from landscaping maintenance including
accumulation of lawn grass shrubbery cuttings or clippings and dry leaf rakings palm fronds
small tree branches bushes or shrubs green leaf cuttings fruits or other matter usually created
as refuse in the care of lawns and yards Yard Trash does not include treated wood or any form
of matter or debris resulting from tree removal land clearing land development building
demolition home improvement or waste generated by tree surgeons
ARTICLE 2 CONTRACT PURPOSE AND TERM
21 PURPOSE
The pmpose of this Agreement is to establish the terms and conditions under which
CONTRACTOR shall manage operate and maintain the Transfer Stations
22 EFFECTIVE DATE AND COMMENCEMENT DATE
This Agreement shall become effective when executed by the paities or when the Board
adopts the Ordinance establishing the rates specified herein whichever later occurs The
Commencement Date of service shall be the first Day of the month following the
Effective Date of this Agreement
Okaloosa County Transfer Contract_Final Page 12 of52
23 TERM
The term of this Agreement shall commence on the Effective Date and end on March 31
2016 The term of this Agreement may be renewed for one (1) additional term of five (5)
years commencing at the end of the initial te1m by mutual agreement of the parties
ARTICLE 3 COUNTY RESPONSIBILITIES
31 DELIVERY OF ACCEPTABLE WASTE
The COUNTY or others authorized by the COUNTY shall deliver Acceptable Waste to
the Transfer Stations and Recyclable Materials to the Recycling Facility
32 MANNER OF DELIVERIES
The COUNTY shall grant to CONTRACTOR reasonable authority to deny admission to
the Transfer Stations of any vehicle carrying refuse which may leak spill or allow waste
to be blown or scattered about the Transfer Stations before unloading at the site
33 COOPERATION
COUNTY shall cooperate with CONTRACTOR in CONTRACTORs efforts to obtain
and renew all required permits licenses and approvals shall not appear as an objector in
any proceeding to consider the granting or renewal of such permits licenses or approvals
and shall promptly and reasonably consider any applications by CONTRACTOR
ARTICLE 4 CONTRACTOR RESPONSIBILITIES
41 OWNERSHIP AND TRANSFER OF OWNERSHIP
411 Throughout the full term of this Agreement the CONTRACTOR shall retain
ownership of the Transfer Stations and Recycling Facility At the conclusion of
the full term of the Agreement or in the event of CONTRACTOR default and
Okaloosa County Transfer Contract_Final Page 13 of52
termination by the COUNTY the Baker Transfer Station and all real property at
the Fort Walton Beach Transfer Station and Recycling Facility will be wholly
owned by the COUNTY and CONTRACTOR shall convey in Required Tum
Back Condition good and marketable title to the same to the COUNTY free and
clear of all liens or other encumbrances For the purposes of this Agreement real
property means the Fort Walton Beach Transfer Station and Recycling Facility
property as defined by the warranty deeds in Exhibit B and all physical buildings
and structures thereon including all equipment and fixtures with the exception of
rolling stock
412 In order to establish the Required Turn Back Condition of all real property at the
Transfer Stations and Recycling Facility and the need for repairs or replacements
if any the COUNTY and the CONTRACTOR shall conduct a joint inspection(s)
of the Facilities sites and buildings to include the utilities no later than thirty
(30) Days after the Effective Date of this Agreement The COUNTY and the
CONTRACTOR shall develop a list of any necessary repairs or replacements that
the CONTRACTOR is responsible for paying for andor performing such repairs
or replacements and establish a schedule for completing such work The
condition of the Facilities sites and buildings following completion of such
repairs and replacements shall be the Required Tum Back Condition allowing for
normal wear and tear commensurate with the time of use and considering the
CONTRACTORs responsibilities for maintenance repair and replacement
413 The CONTRACTOR shall maintain and convey at the conclusion of the full term
of this Agreement all real property at the Transfer Stations and Recycling Facility
to the COUNTY in Required Turn Back Condition The COUNTY shall notify
the CONTRACTOR of any deficiencies in the Required Tum Back Condition
and CONTRACTOR shall remedy such deficiencies
42 CAPITAL IMPROVEMENTS
The CONTRACTOR shall be solely responsible for the cost of all capital improvements
to the Transfer Stations and Recycling Facility
Okaloosa County Transfer Contract_Final Page 14 of 52
43 PERMITTING AND COMPLIANCE
The CONTRACTOR shall be responsible for obtaining and maintaining permits
approvals and licenses as are requrred for the operation of the Transfer Stations and
Recycling Facility CONTRACTOR shall operate the facilities in compliance with all
requirements of Federal State and local laws rules ordinances and regulations
applicable to the management of such facilities and as contained in the permits issued
relative to the facilities CONTRACTOR and the COUNTY agree to cooperate fully with
one another within reason in all efforts undertaken pursuant to this paragraph The
CONTRACTOR shall be responsible at its sole cost for the payment of all fines
penalties and citations that the CONTRACTOR may incur
44 ACCEPTANCE OF WASTE
In accordance with applicable operational protocol established by the CONTRACTOR
and with the approval of the COUNTY CONTRACTOR shall provide operate and
maintain facilities for the receipt of Acceptable Waste brought to the Transfer Stations
441 Acceptable Waste The CONTRACTOR shall process Acceptable Waste received
at the Transfer Stations in accordance with applicable Federal State and local
regulations and in a manner which would not be likely to pose a threat to public
health and safety
442 Special Waste CONTRACTOR shall implement a program to identify and
manage Special Waste Any testing or additional charges for the receipt handling
and disposal of Special Waste shall be as agreed between the CONTRACTOR
and the generator or transpmier of the Special Waste
443 Unacceptable Waste The CONTRACTOR shall exercise its best efforts to avoid
the acceptance of Unacceptable Waste at the Transfer Stations The
CONTRACTOR shall process Unacceptable Waste received at the Transfer
Stations in accordance with applicable Federal State and local laws rules
ordinances and regulations and in a manner which would not be likely to pose a
threat to public health and safety The CONTRACTOR shall indemnify the
Okaloosa County Transfer Contract_Final Page 15 of 52
COUNTY for any liability claim or damages imposed as a consequence of
CONTRACTORs failure to process such material in accordance with applicable
Federal State or local regulations Any testing required or additional charges
imposed for the receipt handling and disposal of Special Waste shall be as agreed
between the CONTRACTOR and the generator or transporter of the Unacceptable
Waste
45 OPERATING REQUIREMENTS
451 The CONTRACTOR will provide at CONTRACTORs expense all the utilities
used in operating the Transfer Stations and Recycling Facility At the Baker
Transfer Station the CONTRACTOR shall pre-treat leachate to a pH between 60
and 85 The COUNTY shall transport the treated leachate for further treatment
and disposal
452 The CONTRACTOR shall be responsible for the maintenance and repair of all
real property at the Transfer Stations and Recycling Facility in accordance with
industry and operational standards It shall also be the CONTRACTORs
responsibility to replace all or part of the property fixtures machinery
improvements and equipment as required to maintain the operation and
performance of the Transfer Stations and Recycling Facility including facility
expansion necessary to accommodate increased throughput The CONTRACTOR
shall maintain and or replace as appropriate all rolling stock utilized by the
CONTRACTOR in performance of this Agreement
453 The CONTRACTOR shall specifically establish a procedure for monitoring the
wear on the waste receiving floors and shall establish a repair procedure before
the wear has progressed to the point that further wear could jeopardize the
renewal of the floor surface or involve replacement of the steel reinforcement in
the floor The floor shall be resurfaced by the CONTRACTOR at least once
during the te1m ofthis Agreement
Okaloosa County Transfer Contract_Final Page 16 of 52
454 The CONTRACTOR shall remove Solid Waste from the transfer station tipping
floors in accordance with its operating permits
455 The CONTRACTOR shall operate the facilities to allow for a turnaround time of
not greater than twenty (20) minutes for vehicles delivering waste or Recyclable
Materials
456 The Transfer Stations and Recycling Facility will be maintained in a neat clean
and attractive manner consistent with its function and present a positive public
appearance
457 The CONTRACTOR shall control litter at the Transfer Stations and Recycling
Facility sites Adequate litter control is defined as minimizing litter leaving the
site and the collection of off-site and on-site litter at the end of eve1y business
day
458 The CONTRACTOR shall separate tires White Goods and Electronics delivered
to the Transfer Stations from other waste and place them in separate containers as
provided by the COUNTY
46 HOURS AND DAYS OF OPERATION
The Transfer Stations and Recycling Facility will be open to the public from 600 am
until 500 pm Monday through Friday and 600 am until 1200 noon Saturday The
COUNTY reserves the right to alter the operating hours of the facilities The
FRANCillSEE and COUNTY agree to negotiate a reasonable rate adjustment if such
change in operating hours affects operating costs
47 HOLIDAYS
The CONTRACTOR will close the Transfer Stations and Recycling Facility on the
following holidays New Years Day Thanksgiving and Clumiddotistmas
Okaloosa County Transfer Contract_Final Page 17 of 52
48 COUNTY ACCESS
The CONTRACTOR shall afford reasonable access at any reasonable time to the
Transfer Stations and Recycling Facility by the COUNTY its authorized agents or public
authorities having regulatory jurisdiction over the facilities Such visits shall be
conducted in a manner so as to cause minimum interference with the performance of
CONTRACTOR s responsibilities hereunder All persons conducting such visits shall
provide appropriate identification and shall comply with CONTRACTORs established
safety rules and regulations
49 TRANSPORTATION OF ACCEPTABLE WASTE
The CONTRACTOR shall be responsible for all transportation of Acceptable Waste
except White Goods and tires once it has been accepted for disposal at the Transfer
Stations The CONTRACTOR shall transport Electronics to the COUNTY facility
designated by Authorized Representative The CONTRACTOR may transpmt
Constmction and Demolition Debris to a permitted facility of its choosing The
CONTRACTOR shall transpmt all other Acceptable Waste to the Spring Hill Regional
Landfill and shall have the duty to ensure that the transportation will be performed in
accordance with applicable regulations and will be prompt safe and efficient Upon
approval by the Authorized Representative the CONTRACTOR may transpmt
Acceptable Waste to a different permitted facility If such facility is closer to Okaloosa
County than the Spring Hill Regional Landfill the CONTRACTOR and COUNTY shall
negotiate a co=ensurate rate adjustment
410 PROCESSING OF RECYCLABLE MATERIALS
The CONTRACTOR shall be responsible for all transportation and processmg of
Recyclable Materials accepted at the Recycling Facility
411 RECORDKEEPING AND REPORTING
4111 The CONTRACTOR records required herein shall be maintained in electronic
database format utilizing Microsoft software or in a format approved by the
Okaloosa County Transfer Contract_Final Page 18 of 52
Authorized Representative The databases shall be readily available for inspection
by the COUNTY at any time during normal operating hours and information in
the records shall be shared with the COUNTY upon request
4112 The CONTRACTOR shall weigh and record all inbound and outbound vehicles
carrying materials including transfer trucks at the Fort Walton Beach Transfer
Station and Recycling Facility Each vehicle delivering waste or Recyclable
Materials shall be properly identified and authorized in a manner satisfactory to
the COUNTY and CONTRACTOR Weights of all waste and Recyclable
Materials shall be recorded in the COUNTYs WasteWorks system
4113 The weight of Acceptable Waste and Recyclable Materials shall be determined
using the weigh scales at the facility The CONTRACTOR shall at regular
intervals test the accuracy of the weigh scales such testing shall occur at least
once every ninety (90) Days The test records for the term of this Agreement shall
be kept on file in the scale house at the facility
4114 The CONTRACTOR shall maintain the original weight records that identify the
vehicles the time of weighing( s) and the tare weights of the vehicles for a period
of five (5) years after which CONTRACTOR may dispose of such records The
CONTRACTORs records so developed will be used as a basis for calculating
quantities of waste and Recyclable Materials and shall be subject to review
including spot checking by the COUNTY at its discretion on site or made
available to the COUNTY at such times as it may reasonably request Required
records in this category include but are not limited to itemized statements of the
amount of Acceptable Waste delivered to the Transfer Stations as further defmed
in Article 4
4115 The COUNTY shall be entitled to have its designated representatives at the
Transfer Stations and Recycling Facility at all times and CONTRACTOR shall
designate a suitable site for an office if required by COUNTY The COUNTY
shall further have the right to station its employees at all weigh scales to verify the
Okaloosa County Transfer Contract_Final Page 19 of52
correctness of the weight records and the CONTRACTOR shall provide
reasonable space for said employees
4116 The CONTRACTOR shall provide the Authorized Representative with its internal
tonnage report which shall include all waste delivered to the Transfer Stations
and all Recyclable Materials delivered to the Recycling Facility Tonnage shall
be broken down by material type and source of generationdelivery with all waste
and Recyclable Materials collected within the COUNTYs Franchise Area clearly
noted For Recyclable Materials collected within the COUNTYs Franchise Area
the CONTRACTOR shall provide an estimate of the breakdown of such material
by commodity Such report shall be submitted in electronic format within seven
(7) Days after the end of each month
412 TRANSITION
4121 The CONTRACTOR shall cooperate with the COUNTY or its designated
contractor during any transition period at the end of this Agreement Such
cooperation includes but is not limited to allowing site visits of the facilities by
the COUNTY or its contractor with advance notice and ensuring all facilities are
in Required Tum Back Condition pursuant to Paragraph 41
4122 The CONTRACTOR shall transfer all active facility permits for the Transfer
Stations and Recycling Facility to the COUNTY or its designated contractor as
requested by the COUNTY in a timely manner so as to avoid any disruption of
service
ARTICLES CONTRACTORS COMPENSATION
51 BASE RATE
The combined total rate for Acceptable Waste handling transportation and disposal paid
to the CONTRACTOR by the COUNTY shall be $3677 per Ton ofrep011ed and verified
waste receipts with the exception of Recyclable Materials Special Waste or
Okaloosa County Transfer Contract_Final Page20 of52
Construction and Demolition Debris managed at the facilities This rate shall take effect
on the Commencement Date of this Agreement and shall continue without adjustment
through September 30 2011
52 RATE ADJUSTMENTS
On October I 2011 and October 1 of each subsequent Contract Year of this Agreement
the CONTRACTORs base rate as provided in Paragraph 51 shall be adjusted
accmding to the following methodology as further explained in Exhibit C seventy
percent (70) of the rate shall be adjusted based on seventy-five percent (75) of the
percentage change in the CPI for the twelve (12) months ending on the preceding June
30ili and thirty percent (30) of the rate shall be adjusted based on the percent change in
the US Department of Energy Fuel Index for the previous twelve (12) months ending on
the preceding June 30ili The total rate adjustment each year may not exceed two percent
(2) of the previous years rates
53 BILLING AND PAYMENT OF CONTRACTORS FEES
531 CONTRACTOR shall keep records of all Acceptable Waste received at the
Transfer Stations as described herein
532 CONTRACTOR shall invoice the COUNTY monthly for the handling
transportation and disposal fees as set forth herein for Acceptable Waste
received at the Transfer Stations This invoice must include detailed information
regarding waste receipts including Solid Waste Bulk Waste Special Waste
Recyclable Material Unacceptable Waste and Merchant Waste in a format
approved by the Authorized Representative Only waste receipts reported using
this format and verified by the COUNTY will be paid COUNTY shall pay such
invoices within thirty (30) Days from the date of invoice or request additional
info1mation if adequate information is not provided
Okaloosa County Transfer Contract_Final Page 21 of52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS
COUNTY shall be responsible for the setting and collection of charges associated with all waste
receipts except as provided herein
61 ACCEPTABLE WASTE
The rates charged for Acceptable Waste will be as established by COUNTY Ordinance
No 00-08 and any amendments thereto If a waste load is too small to be accurately
weighed by the Transfer Stations weigh scales a flat rate shall be charged to the
customer per vehicle as established by COUNTY Ordinance No 00-08 and any
amendments thereto
62 SPECIAL WASTE
CONTRACTOR shall be responsible for setting rates associated with Special Waste
63 CONSTRUCTION AND DEMOLITION DEBRIS
CONTRACTOR shall use its best efforts to deliver a mmnnum of 1000 Tons of
Construction and Demolition Debris (CampD) per month to the Transfer Stations
collectively The COUNTY shall charge the CONTRACTOR a Ten Dollar ($1000) per
Ton host fee for all CampD material delivered to the Transfer Stations This CampD material
shall not be subject to any additional charges or Costs including tipping fees by the
COUNTY to the CONTRACTOR
64 RECYCLABLE MATERIALS
Recyclable Materials delivered by or on behalf of the COUNTY Incorporated
Municipalities or by private citizens directly or collected by the CONTRACTOR from
Commercial Business Establishments in the COUNTY will be accepted at no charge
The CONTRACTOR may negotiate Recyclable Materials processing fees with other
entities delivering such materials to the Recycling Facility
Okaloosa County Transfer Contract_ Final Page22 of52
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS
71 COUNTY RECYCLABLE MATERIALS
The CONTRACTOR shall pay the COUNTY revenue for each Ton of Recyclable
Materials delivered by or on behalf of the COUNTY to the Recycling Facility as follows
711 Each month the CONTRACTOR shall calculate the Average Market Value
(AMV) of Recyclable Materials defined as the sum of commodity prices (US
Dollar per Ton) posted on the first week of the month for the Southeast USA in
SecondaryMaterialsPricingcom and SecondaryFiberPricingcom multiplied by
the composition of the Recyclable Materials as defmed in Table 1 Exhibit D
provides an example ofthis calculation
Table 1
Composition ofRecyclable Materials and Market Indexes for Determining AMV
lVIaterial Index Description Percentale Newspaper (ONP) PSI 8 Baled FOB sellers dock 5260 Corrugated Cardboard (OCC) PSI 11 Baled FOB sellers dock 1130 Mixed Paper PSI 1 Baled FOB sellers dock 460 Aseptic Containers NIA 000 Aluminum Cans Aluminum Cans Sorted and Baled Delivered 170 Steel Cans Steel Cans Sorted and Baled Delivered 230 PET PET Baled Picked Up 460 HDPE (Natural) Natural HDPE Baled Picked Uo 090 HDPE (Colored) Colored HDPE Baled Picked Up 180 Clear Glass Flint Delivered 830 Green Glass Green Delivered 450 Brown Glass Amber Delivered 490 Contamination NIA 250
712 Each month the CONTRACTOR shall pay revenue to the COUNTY based on
the AMV equal to the total Tons of Recyclable Materials delivered by or on
behalf of the COUNTY multiplied by the revenue payment in Table 2 The
revenue payment in Column A will be in effect through March 31 2013 and that
in Column B will be in effect after that date If a Mate1ials Recovery Facility
Okaloosa County Transfer Contract_Final Page23 of52
(MRF) is developed by the CONTRACTOR within a 200 mile radius of the
COUNTY prior to March 31 2013 the revenue payment in Column B will go
into effect when such MRF becomes operational
Table 2
Per Ton Revenue Payment to COUNTY Based on AMV
Avera2e Market Value COLUMN A COLUMNB
Low Hi2h
Revenue Payment to COUNTY ($Ton)
until March 31 2013
Revenue Payment to COUNTY($Ton)
after March 31 2013 lt$8001 $9000 $2000 $2000
$9001 $10000 $2000 $2500
$10001 $11000 $2000 $3000 $11001 $12000 $2000 $3500
$12001 $13000 $2500 $4000
$13001 $14000 $3000 $4500 $14001 $15000 $3500 $5000 $15001 $16000 $4000 $5500 $16001 $17000 $4500 $6000
$17001 $18000 $5000 $6500 $18001 $19000 $5500 $7000 $19001 $20000 $6000 $7500
$20001 $21000 $6500 $8000 $21001 $22000 $7000 $8500
$22001 gt$23000 $7500 $9000
713 No later than the fifteenth (15th) Day of each month the CONTRACTOR shall
submit a Monthly Payment Report in a format approved by the Authorized
Representative for the previous calendar month detailing the calculation of each
revenue payment and the total revenue payment due to the COUNTY Said
revenue payment shall be remitted to the COUNTY within thirty (30) Days from
the end of the month for which the payment is being made
714 The CONTRACTOR may request a study to measure the composition of
Recyclable Materials utilized to calculate the AMV pursuant to Paragraph 7 1
Okaloosa County Transfer Contract_Final Page 24 of52
Table I of this Agreement such request being subject to approval by the
COUNTY If approved by the COUNTY the CONTRACTOR and COUNTY
shall jointly develop a methodology and cost estimate to conduct the composition
study The final methodology and selection of the Independent Third Party to
conduct the study must be approved by the Authorized Representative The
parties shall share equally in paying for the cost of the study Study results are
subject to final approval by the Authorized Representative Once approved
adjustments to the composition of Recyclable Materials shall become effective for
the following month and remainder of the term of the Agreement or until further
adjusted in accordance with this article
72 OTHER RECYCLABLE MATERIALS
The CONTRACTOR will remit $20 per Ton of Recyclable Material received at the
Recycling Facility that is not subject to Paragraph 71 with the exception of Recyclable
Materials not generated in Okaloosa County
ARTICLE 8 PERFORMANCE BOND
The CONTRACTOR shall furnish to the COUNTY a performance bond issued by a surety
licensed to do business in the State of Florida for the faithful performance of the Agreement and
all obligations arising hereunder The performance bond shall be made payable in favor of
Okaloosa County Florida or in lieu thereof pay to the COUNTY the sum of $200000000 A
complete bond shall be issued at least thirty (30) Days prior to the Commencement Date of this
Agreement
ARTICLE 9 LIQUIDATED DAMAGES
If the CONTRACTOR does not substantially fulfill its obligations under this Agreement the
COUNTY shall provide written notice to the CONTRACTOR of specific areas of deficiency
Examples of such deficiencies include but are not limited to the following
Okaloosa County Transfer Contract_Final Page 25 of 52
(a) Violation of environmental laws
(b) Inadequate litter control at the Transfer Stations andor the Recycling Facility Adequate
litter control is defined as minimizing litter leaving the site and the collection of off-site
and on-site litter at the end of every business day
(c) Failure to remove Solid Waste from the transfer station tipping floor in accordance with
FRANCHISEEs operating permits
(d) Other conditions created by the CONTRACTOR that could impact public health and
safety and
(e) Poor maintenance of the Transfer Stations and Recycling Facility and equipment
resulting in a poor public image of the facilities
The CONTRACTOR shall initiate reasonable steps to correct these deficiencies within seventyshy
two (72) hours of written notice If the CONTRACTOR does not initiate reasonable steps within
seventy-two (72) hours the COUNTY may at its discretion impose liquidated damages of $500
per Day until deficiencies are satisfactorily con-ected as determined by the COUNTY If the
CONTRACTOR has not con-ected these deficiencies within thirty (30) Days of receipt of written
notice the CONTRACTOR will be considered in default of the Agreement and the COUNTY
may terminate this Agreement and recover damages in the full amount of the performance bond
The COUNTY may assess liquidated damages pursuant to this Aliicle on a monthly basis and
shall at the end of each month notify the CONTRACTOR in writing of the liquidated damages
assessed and the basis for each assessment In the event the CONTRACTOR wishes to contest
such assessment(s) the CONTRACTOR shall within five (5) Days after receiving such notice
request in writing an opportunity to be heaimiddotd by the Board and present its defense to such
assessment(s)
The COUNTYs Authorized Representative shall notify the CONTRACTOR in writing of any
action taken with respect to CONTRACTORs claims and the decision of the Board will be final
Okaloosa County Transfer Contract_Final Page 26 of 52
ARTICLE 10 DEFAULT AND TERMINATION
The COUNTY may terminate this Agreement except as otherwise provided below in this
paragraph by giving CONTRACTOR fifteen (15) Days advance written notice upon the
happening of any one of the following events
(a) The CONTRACTOR fails to remedy deficiencies as noted in Article 9 within
thirty (30) Days of receipt ofwritten notice by the COUNTY
(b) The CONTRACTOR takes the benefit of any present or future insolvency statute
or shall make a general assigmnent for the benefit of creditors or file a voluntary
petition in bankruptcy or a petition or answer seeking readjustment of its
indebtedness under the Federal United States or any state thereof or consent to
the appointment or a receiver trustee or liquidator of all or substantially all of its
property or
(c) By order or decree of a court the CONTRACTOR shall be adjudged bankrupt or
an order shall be made approving a petition filed by any of its creditors or by any
of the Stockholders of the CONTRACTOR seeking its reorganization or the
readjustment of its indebtedness under federal bankrnptcy laws or under any law
of statute of the United States or of any state thereof provided that if any such
judgment is stayed or vacated within sixty ( 60) Days after the entry thereof any
notice of cancellation shall be and become null void and of no effect or
(d) By or pursuant to or under authority of any legislative act resolution or rule or
any order or decree of any cornt or government board agency or office having
jurisdiction a receiver trustee or liquidator shall take possession or control of all
or substantially all of the property of the CONTRACTOR and such possession of
control shall continue in effect for a period of sixty ( 60) Days or
(e) The CONTRACTOR shall voluntarily abandon desert or discontinue its
operation hereunder granted
Okaloosa County Transfer Contract_Final Page 27 of52
Then such shall be considered a material breach of this Agreement and the Authorized
Representative shall notify the CONTRACTOR in writing of the breach If within a period of
fifteen (15) Days the CONTRACTOR has not eliminated the conditions considered to be a
breach of contract or having so co=enced shall fail thereafter to continue with diligence the
cming thereof the Authorized Representative shall notify the Board
After these fifteen (15) Days the COUNTY can cause the CONTRACTOR to be obligated to pay
the COUNTY the amount specified in the bond and has the authority to terminate this
Agreement
ARTICLE 11 INSURANCE
111 CONTRACTORS INSURANCE
1111 The CONTRACTOR shall not co=ence any work in connection with this
Agreement until he has obtained all required insurance and such insurance has
been approved by the Okaloosa County Risk Management Director
1112 All insurance policies shall be with insurers licensed to do business in the State of
Florida and any insuring company is required to have a rnininimn rating of A
Class X in the Best Key Rating Guide published A M Best amp Co Inc
1113 All insurance shall include the interest of all entities names in and its respective
agents consultants servants and employees of each and all other interests as may
be reasonably required by Okaloosa County as Additional Insured The coverage
afforded the Additional Insured under this policy shall be primary insurance If
the Additional Insured have other insurance that is applicable to the loss such
other insurance shall be on an excess or contingent basis The amount of the
companys liability under this policy shall not be reduced by the existence of such
other insurance
Okaloosa County Transfer Contract_Final Page 28 of 52
1114 The County of Okaloosa shall be listed as Additional Insured by policy
endorsement on all insurance contracts applicable to this Agreement except
Workers Compensation and Professional Liability
1115 The County of Okaloosa shall be furnished proof of coverage by certificates of
insurance (COI) and endorsements for every applicable insurance contract
required by this Agreement The COI s and policy endorsements must be
delivered to the Autho1ized Representative not less than ten (10) Days prior to the
commencement of any and all contractual agreements between the County of
Okaloosa and the CONTRACTOR
1116 The COUNTY shall retain the right to reject all insurance contracts that do not
meet the requirement of this Agreement Further the COUNTY reserves the right
to change these insurance requirements with 60-Day notice to the
CONTRACTOR
1117 The insurance definition of Insured or Additional Insured shall include
Subcontractors Sub-subcontractors and any associated or subsidiary companies
of the CONTRACTOR which are involved and which is a part of the contract
1118 The COUNTY reserves the right at any time to require the CONTRACTOR to
provide certified copies of any insurance policies to document the insurance
coverage specified in this Agreement
1119 The designation of CONTRACTOR shall include any associated or subsidiary
company which is involved and is a part of the contract and such if any
associated or subsidiary company involved in the project must be named in the
Workers Compensation coverage
111IOAll policies shall be written so that the COUNTY will be notified of cancellation
or restrictive amendments at least thirty (30) Days prior to the effective date of
such cancellation or amendment Such notice shall be given directly to the
Authorized Representative
Okaloosa County Transfer Contract_Final Page 29 of 52
112 WORKERS COMPENSATION INSURANCE
1121 The CONTRACTOR shall secure and maintain during the life of this agreement
Workers Compensation insurance for all of his employees employed for the
project or any site connected with the work including supervision administration
or management of this project and in case any work is sublet with the approval
of the County of Okaloosa the CONTRACTOR shall require the Subcontractor
similarly to provide Workers Compensation insurance for all employees
employed at the site of the project and such evidence of insurance shall be
furnished the County of Okaloosa not less than ten (10) Days prior to the
conunencement of any and all subcontractual agreements which have been
approved by the County of Okaloosa
1122 Such insurance shall comply with the Florida Workers Compensation Law
1123 No class of employee including the CONTRACTOR himself shall be excluded
from the Workers Compensation insurance coverage The Workers
Compensation insurance shall also include Employers Liability coverage
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE
1131 The CONTRACTOR shall maintain Business Automobile Liability insurance
coverage throughout the life of this Agreement The insurance shall include
Owned Non-owned amp Hired Motor Vehicle coverage
1132 The CONTRACTOR shall carry other Conunercial General Liability insurance
against all other Bodily Injury Property Damage and Personal and Advertising
Injury exposures The coverage shall include both On- and Off-Premises
Operations Contractual Liability Board Form Property Damage and
Professional Liability
1133 All liability insurance ( other than Professional Liability) shall be written on an
occurrence basis and shall not be written on a claim-made basis If the insurance
Okaloosa County Transfer Contract~Final Page 30 of 52
is issued with an aggregate limit of liability the aggregate limit of liability shall
apply only to the locations included in this Agreement If as the result of any
claims or other reasons the available limits of insurance reduce to less than those
stated in the Limits of Liability the CONTRACTOR shall notify the Authorized
Representative in writing The CONTRACTOR shall purchase additional liability
insurance to maintain the requirements established in this Agreement Umbrella
or Excess Liability insurance can be purchased to meet the Limits of Liability
specified in this Agreement
1134 Commercial General Liability coverage shall be endorsed to include the
following
Premises - Operation Liability
Occurrence Bodily Injmy and Property Damage Liability
Independent CONTRACTORs Liability
Completed Operations and Products Liability
1135 CONTRACTOR shall agree to keep in continuous force Commercial General
Liability coverage including Completed Operations and Products Liability for two
(2) years beyond acceptance ofproject
114 LIMITS OF LIABILITY
The insurance required shall be written for not less than the following or greater if
required by law and shall include Employers liability with limits as prescribed in this
contract
LIMIT
A Workers Compensation
(1) State Statut01y
(2) Employers Liability $1000000 each accident
B Business Automobile amp Commercial $1000000 each occurrence
General Liability Insurance (A combined single limit)
C Personal and Adve1tising Injury $250000
D Pollution Liability $10000000 each occurrence
Okaloosa County Transfer Contract_Final Page 31 of 52
115 NOTICE OF CLAIMS AND LITIGATION
The CONTRACTOR agrees to report any incident or claim that results from performance
of this Agreement The COUNTY representative shall receive written notice in the form
of a detailed written repmi describing the incident or claim within ten ( 10) Days of the
CONTRACTORs knowledge In the event such incident or claim involves injury andor
property damage to a third party verbal notification shall be given the same Day the
CONTRACTOR becomes aware of the incident or claim followed by a written detailed
report within ten (10) Days of verbal notification
116 INDEMNIFICATION AND HOLD HARMLESS
To the fullest extent permitted by law CONTRACTOR shall indemnify and hold
harmless COUNTY its officers and employees from liabilities damages losses and
Costs including but not limited to reasonable attorney fees to the extent caused by the
negligence recklessness or intentional wrongful conduct of the CONTRACTOR and
other persons employed or utilized by the CONTRACTOR in the performance of this
contract
117 CERTIFICATES OF INSURANCE
1171 Certificates of insurance in duplicate indicating the job site and evidencing all
required coverage must be submitted to and approved by Okaloosa County prior
to the commencement of any of the work The certificate holder(s) shall be as
follows
Okaloosa County
602-C No1ih Pearl Street
Crestview Florida 32536
1172 All policies shall expressly require thirty (30) Days written notice to Okaloosa
County at the address set out above or the cancellations of material alterations of
such policies and the Certificates of Insurance shall so provide
Okaloosa County Transfer Contract_Final Page32 of52
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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John W Minger 1350 E John Sims Pkwy Niceville FIorida 32578
Ill 1lfllnffl 1ftmot ~ _ - 1o
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wmiddotM~middot7J middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot ~
Lois Jones STATE OF Flori COUNTY OF Ca]oosa
I HlllampIY CIATIFY lhfl on 1hi1 day btfor me an olfictt d11l1 nliltelbld middot in 11M $1amp11 afOffllid ampnd In 1M Cova11 alonuid to Ille UkllllMtiplfntt ptllDIUIU apptAltclJlh If 1111gar poundKee Vice President ~Jleve1opnmtt Ollpiey Inc
FILEtl 1247660 OKALOOSA COUNTYFLORIDA
I
R~D1 MAR 11 1993 8 3144 PM NEWNAN C BRACKIN CLERK
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Northgate DeVelomicrorent Canpany Inc
bull -11on unJ tho 1w f Florida ino -1 i o fufnnbull 1350 E John Sims Pkwy Niceville FL 32578 ~naff1r colW tiamp gronlor lo Okaloosa Board of County Cctrmissioners
colioi potoltc ddr u Okaloosa County courthouse OFFICIAL RECORDS Crestview Fl 32536 BK 1732 PG 486
InaIn cglfd tM pontH
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Iuaampr --middot _ w-of b _ rii amp J ampIn U alun NMfH Ju oon1 and oonllfll unlo 11 grcsnlN ell thot Nriabl land uuai ln Count Fonde1 uls
LEXAL DESCRIPrIOO CCHoIDvCIN3 at the concrete nonurrent (1980 FAFB) rrarking the NW corner of the NE ( ~f section 8 lbwnship 2 South Range 24 West Okaloosa Co1lllty Florida run S88-2048E along the north boundacy thereof 62500 feet to a concrete mgtrnnEnt numbered 3501 thence S03deg00 1 181w 20006 feet to a concrete rronurrent mmtered 3501 and the POINI OF BEGINNIIlaquo thence continue S03deg00 1 l811W 6602 feet to a concrete mmUOOlt numbered 3501 thence S88deg2048 11E 113000 feet to a ooncrete nonument mmbered 3501 on the weseerly right-of-way line of the Hill Avenue Extension AKA Freedan-Way thence N07deg1545 11E along said right-of-way line 6632 feet to a concrete rromment nurrbered 3501 thence N88deg2048W 113493 feet to the POINT OF BffiINNING Containing 172 acres nore or less SUbject to easanent of record ittls property is to be used as county maintained road
Togtlfatr wfll oU 1k l1Mriuntt lrcll10ffl9ftlt csnd PurffflGICff -- ~ or M - wlte appertlllrdnf
to llaue and hi ltlld i 1=
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MADAIIIS OrPICE SUPPLY -2138113 WAHANff OUO =01-iunON
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Northgate Develomicronent company Inci
J IIbull i pi oA carpofGflon bulldlllnQ unJ IA ruw al Florida lutiMti 1111 203 John C Sims Parkway Niceville Florida 32578 Ibullmiddotmiddotmiddotmiddot -~ 1bull1elnoflf cauJ 11 grontor to
1affelnotr eatrlaquol rr glllllfN
1tflbttsStlh Tlw IM bullmiddot o J In eondJlon o If wn o I 1000 J olr valuofI conttdtfoUoru NmlPl whro lf Jarfy aclinowiJaJ b t-bullbull pNtenb do oad NlValn U isbm w111Ue Nto mn1M1 and confmn unlo 1M granfN call IIat ctdn Lind uuue Oi Okaloosa Counl Florida ~Iamp
LFGAL DFSCRIPrION PARCEL B BEGINNING at the concrete monument marking (1980 JilFB) the NW corner of the NE of Section 8 Township 2 South Range 24 West Okaloosa OJunty Florida run S88deg20 14811 E along the north boijndary thereof 62500 feet to a concrete monunent numbered 3501 tBence S03 001 l81W 46000 feet to a concrete monument numbered 3501 thence N88 2048W 62500 feet to a concrete monument num~red 3501 on the west boundary of the aforesaid NE~ of Section 8 thence N03 0018E along said west boindary 46000 feet to the POINT OF BEGINNING Containing 660 acres more or less middot
Togtlhff WlH apparialnlRQ
To llaue and to Bold 1 r ff Bod th gPIWOr h-b oo-- wllfa ald a~ 1Jm U t lcwuil bullefud ol Mid land tn bull
bnp1 IIal II lo good ~hi J lwul owlori1 lo ll J con- 4JJ IonI Ml U _ vll _ n111u 11a ml fo rdd kI iiil w-lU df=rd tL ==-~~ ~e ~ Luof2J c~ of all~ wAaRUatNr
and duat old land t Ne ol cU encwnLroncu FLORIDA DOCUMENTARY STAMP TAX REQUIRED BY LAW IN THE AMOUNT OF IJVe(Sdeg1AS BEEN P bull NEWMAN C BR CKIN CLERK OKAL COU TY B DC
~0~~ ohn wbull MingerL ExecbullVice Pres-middotmiddotmiddot
IPACl ULOW 01 IKO-flgtIH VU
I HERampBY CERTIFY thn on thibull dar bdou me an officer dulr authoriud in 1hc Stilt aforuald and in the County alorruid to ukc ucknowlrd~mn11 pcnonbullllr appnrtd
John w Minger Exec Vice Pres Northgate Developnent Ompany Inc
RCD1 OCT 23 1989 NEWMAN C BRACKIN
FILElt 1058478 OKALOOSA COUNTYFL0R1DA
r Waste Management Inc of Florida
w~o11 poatollH addra U 500 Cypress Creek Road West Suite 300 Fort Lauderdale Florida 33309
I
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CLERK i
-
EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
Affiliate Entity Report Active Legal Entities State of
Name Federal ID No Entity Type Incorporation
Glades Landfill LLC
Glens Sanitary Landfill Inc
Grand Central Sanitary Landfill Inc
Greenbow LLC
Grupo WMX SA De CV
Guadalupe Mines Mutual Water Company
Guadalupe Rubbish Disposal Co Inc
Guam Resource Recovery Partners LP
Ham Lake Haulers Inc
Harris Sanitation lnc
Harvest Power Inc
Harwood Landfill Inc
Hedco Landfill Limited
High Mountain Fuels LLC
Hillsboro Landfill Inc
Holyoke Sanitary Landfill Inc
IN Landfills LLC
Jahner Sanitation Inc
Jay County Landfill LLC
JFS (UK) Limited
Kand W Landfill Inc
Kahle Landfill Inc
Keene Road Landfill Inc
Kelly Run Sanitation lnc
Key Disposal Ltd
KeyCorp Investment Limited Partnership
King George Landfill Properties LLC
King George Landfill Inc
La Quinta MedicalCommercial Plaza Ltd
Lakeville Recycling LP
Land Reclamation Company Inc
Land South Holdings LLC
Landfill Services of Charleston Inc
Laurel Highlands Landfill Inc
LCS Services Inc
Liberty Landfill LLC
Liberty Lane West Owners Association
Liquid Waste Management Inc
LongleafCampD Disposal Facility Inc
Longmont Landfill LLC
Looney Bins lnc
MSTS Inc
Mahoning Landfill Inc
Mass Gravel Inc
Mc Ginnes Industrial Maintenance Corporation
McDaniel Landfill Inc
McGill Landfill Inc
Meadowfifl Landfill Inc
Michigan Environs Inc
MicroGREEN Polymers Inc
Midwest One Land Corporation
Minneapolis Refuse Incorporated
8312010 83532 AM
73-1630187
38-2065407
23-2049337
05-0605713
NA-0000039
77-0398278
95-2746842
36-4149976
41middot1704537
59-1219741
52-1637402
NA-0000040
26-2268599
93-0760239
04-2481863
61-1342588
45-0410330
61-1342592
NA-0000044
38-2504167
43-1682575
59-2044226
25-1696669
NA-0000045
34-1783428
27-0747734
54-1632805
95-4357859
36-3730138
36-3640284
20-5908782
55-0731302
25-1640583
55-0673745
61-1342590
36-4163829
95-2779930
59-3598129
36-4551803
95-4704325
36-3542321
34-1047662
04-3117495
74-1532790
45-0399545
38-3076718
31-1509701
38-2434760
20-0606093
41-0972178
Limited Liability Company
Corporation
Corporation
Limited Liability Company
Corporation
Not For Profit Corporation
Corporation
Limited Partnership
Corporation
Corporation
Corporation Corporation
Corporation
Limited Liability Company
Corporation
Corpoi-ation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Limited Liability Company
Corporation
Limited Partnership
Limited Partnership
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Limited Liability Company
Not For Profit Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Florida
Michigan
Pennsylvania
Alabama
Mexico
California
California
Delaware
Minnesota
Florida
Delaware
Maryland
England
Delaware
Oregon
Massachusett
Delaware
North Dakota
Delaware
England
Michigan
Missouri
Florida
Pennsylvania
British Columl
Ohio
Virginia
Virginia
California
Delaware
Delaware
Delaware
West Virginia
Pennsylvania
West Virginia
Delaware
New Hampshi
California
Florida
Delaware
California
Delaware
Ohio
Massachusetl
Texas
North Dakota
Michigan
Delaware
Michigan
Washington
Delaware
Minnesota
Page 3
Affiliate Entity Report Active Legal Entities State of
Name Federal ID No Entity Type Incorporation
Modern-Mallard Energy LLC
Modesto Garbage Co Inc
Moor Refuse Inc
Mountain High Medical Disposal Services Inc
Mountain Indemnity Insurance Company
Mountainview Landfill Inc (MD)
Mountainview Landfill Inc (UD
Nassau Landfill LLC
National Guaranty Insurance Company of Vermont
New England CR LLC
New Milford Landfill LLC
New Orleans Landfill LLC
NHVT Energy Recovery Corporation
North Manatee Recycling and Disposal Facility LLC
Northwestern Landfill Inc
Nu-Way Live Oak Reclamation Inc
Oakridge Landfill Inc
Oakwood Landfill Inc
Okeechobee Landfill Inc
Ozark Ridge Landfill Inc
P amp R Environmental Industries LLC
Pacific Waste Management LLC
Palmetto Seed Capital Fund
Palo Alto Sanitation Company
Pappy Inc
Peltz HC LLC
Pen-Rob Inc
Penuelas Valley Landfill Inc
Peoples Landfill Inc
Peterson Demolition Inc
Phoenix Resources Inc
Pine Grove Landfill Inc (PA)
Pine Tree Acres Inc
PPP Corporation
ProCentury Corporation
Pulaski Grading LLC
Quail Hollow Landfill Inc
Questquill Limited
R amp B Landfill Inc
RAA Colorado LLC
RAA Trucking LLC
RCI Hudson Inc
Recycle America Co LLC
Recycle America Holdings Inc
Redwood Landfill Inc
Refuse Services Inc
Refuse Inc
Reliable Landfill LLC
Remote Landfill Services Inc
Reno Disposal Co
Resco Holdings LLC
Resource Control Composting Inc
8312010 83532 AM
57-1161216
94-1643145
33-0622768
20-2500293
03-0328445
25-1538716
76-0548746
37-1487482
36-3643755
04-3735642
76-0641312
38-3699690
02-0390004
26-0283104
52-2023458
68-0236308
25-1547187
57-0974474
25-1628636
71-0692520
04-3735653
98-0227312
57-0889130
94-1075868
52-1561430
UK-0000100
86-0504613
66-0560251
38-3406998
41-1625867
23-2483102
23-2388139
38-2544258
23-2146479
UK-0000026
76-0638043
62-1727567
98-0221631
25-1754371
20-2587942
39-2040612
04-3044820
04-3735636
72-1541913
94-1443150
59-1098850
88-0094235
73-1654400
62-1421307
88-0087833
20-0584193
04-3044833
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liilbility Company
Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Trust
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Limited Liability Company
Corporation
Delaware
California
California
Utah
Vermont
Maryland
Utah
Delaware
Vermont
Delaware
Delaware
Delaware
New Hampshi
Florida
Delaware
Delaware
South Carolin
South Carolin
Florida
Arkansas
North Carolin
Delaware
South Carolin
California
Maryland
Wisconsin
Arizona
Puerto Rico
Delaware
Minnesota
Pennsylvania
Pennsylvania
Michigan
Delaware
Ohio
Delaware
Delaware
United Kingdc
Georgia
Colorado
Wisconsin
Massachusen
Delaware
Delaware
Delaware
Florida
Nevada
Delaware
Tennessee
Nevada
Delaware
Massachusett
Page 4
Affiliate Entity Report Active Legal Entities
State of
Name Federal ID No Entity Type Incorporation
Resource Control Inc
Richland County Landfill Inc
Riegel Ridge LLC
Riverbend Landfill Co
Rolling Meadows Landfill Inc
RRT Design amp Construction Corp
RRT Empire of Monroe County Inc
RTS Landfill Inc
Rust Engineering amp Construction Inc
Rust Engineering (Thailand) Ltd
Rust International Inc
S amp J Landfill Limited Partnership
S amp S Grading Inc
S V Farming Corp
S4 Columbia Ridge Recovery LLC
S4 Energy Chambers Recovery LLC
S4 Energy Solutions LLC
Sanifill de Mexico (US) Inc
Sanifill de Mexico SA de CV
Sanifill Power Corporation
SC Holdings Inc
Serubam Servicos Urbanos E Ambientais Ltda
SES Bridgeport LLC
Shade Landfill Inc
Shanghai Environment Group Company Limited
Sierra Estrella Landfill Inc
Southern Alleghenies Landfill Inc
Southern One Land Corporation
Southern Plains Landfill Inc
Southern Waste Services LLC
Spruce Ridge Inc
Stony Hollow Landfill Inc
Suburban Landfill Inc
Terrabon Inc
Texarkana Landfill LLC
Texas Pack Rat - Austin 1 LLC
Texas Pack Rat - Dallas 1 LLC
Texas Pack Rat - Houston 1 LLC
Texas Pack Rat- Houston 2 LLC
Texas Pack Rat - Houston 3 LLC
Texas Pack Rat - San Antonio 1 LLC
Texas Pack Rat Service Company LLC
The Peltz Group LLC
The Waste Management Charitable Foundation
The Woodlands of Van Buren Inc
Thermal Remediation Solutions LLC
TNT Sands Inc
Trail Ridge Landfill Inc
T ransarnerican Waste Central Landfill Inc
Trash Hunters Inc
TrashCo Inc
Tri-County Sanitary Landfill LLC
8312010 83532 AM
04-2655361
58-1708996
56-2124210
93-0724866
76-0325383
16-1353118
16-1409567
58-1924102
63-1081016
NA-0000162
63-1081055
76-0404581
58-1858013
22-2976860
27-1892156
27-1372079
26-4136359
76-0419331
NA-0000070
76-0496422
36-2898300
NA-0000077
36-4057298
23-2886198
86-0717293
25-1249160
72-1534481
73-1384828
61-1342585
41-1591957
76-0638597
76-0638596
30-0239245
20-3668884
26-2054900
20-4572488
20-5227255
20-5227324
20-4572603
05-0545181
04-3073733
36-3791221
91-1865607
57-0937314
36-3667296
76-0463386
64-0852590
26-1885543
20-0937658
Corporation
Corporation
Limited Liability Company
Corporation Corporation
Corporation
Corporation
Corporation Corporation
Corporation
Corporation
Limited Partnership
Corporation Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Joint Venture
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Not For Profit Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Massachusett
South Carolin
North Carolim
Oregon
Delaware
Delaware
New York
Delaware
Delaware
Thailand
Delaware
Texas
West Virginia
New Jersey
Delaware
Delaware
Delaware
Delaware
Mexico
Delaware
Pennsylvania
Brazil
Delaware
Delaware
Peoples Rep1
Arizona
Pennsylvania
Delaware
Oklahoma
Delaware
Minnesota
Delaware
Delaware
Delaware
Delaware
Texas
Texas
Texas
Texas
Texas
Texas
Texas
Wisconsin
Delaware
Delaware
Oregon
South Carolin
Delaware
Delaware
Mississippi
Delaware
Delaware
Page 5
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No EntilyType Incorporation
TX Newco LLC 61-1468715 Limited Liability Company Delaware
United Waste Systems Leasing Inc 38-3324143 Corporation Michigan
United Waste Systems of Gardner Inc 04-3320949 Corporation Massachusett
USA South Hills Landfill Inc 25-1139448 Corporation Pennsylvania
USA Valley Facility Inc 23-2886199 Corporation Delaware
USA Waste Geneva Landfill Inc 34-1802751 Corporation Delaware
USA Waste Landfill Operations and Transfer Inc 76-0435557 Corporation Texas
USA Waste of California Inc 68-0306154 Corporation Delaware
USA Waste of Pennsylvania LLC 74-2921886 Limited Liability Company Delaware
USA Waste of Texas Landfills Inc 76-0322548 Corporation Delaware
USA Waste of Virginia Landfills Inc 58-1932248 Corporation Delaware
USA Waste Services of NYC Inc 11-3301808 Corporation Delaware
USA Waste-Management Resources LLC 13-3853086 Limited Liability Company New York
USA-Grine LLC 04-3735654 Limited Liability Company Delaware
UWS Barre Inc 04-3320948 Corporation Massachusett
Valley Garbage and Rubbish Company Inc 95-2090787 Corporation California
Vaporlok Technology LLC Limited Liability Company Delaware
Verns Refuse Service Inc 45-0435644 Corporation North Dakota
VFB LLC 22-3842831 Limited Liability Company New Jersey
VHG Inc UK-0000023 Corporation Minnesota
Vickery Environmental Jnc 31-1153176 Corporation Ohio
Vista Landfill LLC 59-3652174 Limited Liability Company Florida
Voyageur Disposal Processing Inc 41-1734827 Corporation Minnesota
Warner Company 51-0281233 Corporation Delaware
Warner Hill Development Company 34-1043478 Corporation Ohio
Waste Away Group Inc 63-0898842 Corporation Alabama
Waste Management Arizona Landfills Inc 86-0683003 Corporation Delaware
Waste Management Buckeye LLC 26-0076809 Limited Liability Company Delaware
Waste Management Collection and Recycling Inc 95-2621587 Corporation California
Waste Management Disposal Services of Colorado Inc 84-1004487 Corporation Colorado
Waste Management Disposal Services of Maine Inc 01-0392888 Corporation Maine
Waste Management Disposal Services of Maryland Inc 36-2898301 Corporation Maryland
Waste Management Disposal Services of Massachusetts Inc 04-2320990 Corporation Massachusett
Waste Management Disposal Services of Oregon Inc 36-3548405 Corporation Delaware
Waste Management Disposal Services of Pennsylvania Inc 23-1655318 Corporation Pennsylvania
Waste Management Disposal Services of Virginia Jnc 36-3791008 Corporation Delaware
Waste Management Financing Corporation 36-4200855 Corporation Delaware
Waste Management Holdings Inc 36-2660763 Corporation Delaware
Waste Management Inc- of Florida 59-1094518 Corporation Florida
Waste Management lndycoke LLC 81-0640497 Limited Liability Company Delaware
Waste Management International Inc 36-3255004 Corporation Delaware
Waste Management International Ltd NA-0000099 Limited Liability Company Bermuda
Waste Management Municipal Services of California Inc 77-0151385 Corporation California
Waste Management National Services Inc 760686861 Corporation Delaware
Waste Management New England Environmental Transport Inc 04-3509618 Corporation Delaware
Waste Management of Alameda County lnc 94-0727420 Corporation California
Waste Management of Alaska Inc 91-1879241 Corporation Delaware
Waste Management of Arizona Inc 86-0198265 Corporation California
Waste Management of Arkansas Inc 04-2814811 Corporation Delaware
Waste Management of California Inc 95-1735737 Corporation California
Waste Management of Canada Corporation NA-0000021 Corporation Ontario
Waste Management of Carolinas Inc 56-0731307 Corporation North Caroline
8312010 83532 AM Page 6
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No Entity Type Incorporation
Waste Management of Colorado Inc
Waste Management of Connecticut Inc
Waste Management of Delaware Inc
Waste Management of Fairless LLC
Waste Management of Five Oaks Recycling and Disposal Facility t
Waste Management of Georgia Inc
Waste Management of Hawaii Inc
Waste Management of Idaho Inc
Waste Management of lltinois Inc
Waste Management of Indiana Holdings One Inc
Waste Management of Indiana Holdings Two Inc
Waste Management of Indiana LLC
Waste Management of Iowa Inc
Waste Management of Kansas Jnc
Waste Management of Kentucky Holdings Inc
Waste Management of Kentucky LLC
Waste Management of Leon County Inc
Waste Management of Londonderry Inc
Waste Management of Louisiana Holdings One Inc
Waste Management of Louisiana LLC
Waste Management of Maine Inc
Waste Managerrient of Maryland Inc
Waste Management of Massachusetts Inc
Waste Management of Metro Atlanta Inc
Waste Management of Michigan Inc
Waste Management of Minnesota Inc
Waste Management of Mississippi Inc
Waste Management of Missouri Inc
Waste Management of Montana Inc
Waste Management of Nebraska Inc
Waste Management of Nevada Inc
Waste Management of New Hampshire Inc
Waste Management of New Jersey Inc
Waste Management of New Mexico Inc
Waste Management of New York LLC
Waste Management of North Dakota Inc
Waste Management of Ohio Inc
Waste Management of Oklahoma Inc
Waste Management of Oregon Inc
Waste Management of Pennsylvania Gas Recovery LLC
Waste Management of Pennsylvania Inc
Waste Management of Plainfield LLC
Waste Management of Rhode Island Inc
Waste Management of South Carolina Inc
Waste Management of South Dakota Inc
Waste Management of Texas Holdings Inc
Waste Management of Texas Inc
Waste Management of Tunica Landfill Inc
Waste Management of Utah Inc
Waste Management of Virginia Inc
Waste Management of Washington Inc
Waste Management of West Virginia lnc
8312010 83532 AM
84-0523684
06-1485581
51-0094505
26-3468180
37-1035820
36-3319564
76-0638599
82-0364976
36-2660859
36-4039079
36-4059574
36-4071447
42-0824220
48-0634806
36-4059575
36-4035849
36-3319565
20-5657050
36-4142119
36-4119910
01-0267739
52-0250430
04-2535063
58-1937966
38-1214786
36-2698820
36-3005295
43-0992367
36-3564773
36-3469702
88-0394159
04-2482447
36-3700143
85-0229020
36-4206797
36-3798294
25-1673264
73-0685975
93-0612655
20-2926331
25-1232336
76-0722971
36-3668109
36-2935124
46-0348394
43-1976001
75-1223528
64-0869334
87-0302156
25-1578667
36-3846342
36-3553198
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Colorado
Delaware
Delaware
Delaware
Delaware
Georgia
Delaware
Idaho
Delaware
Delaware
Delaware
Delaware
Iowa
Kansas
Delaware
Delaware
Florida
Delaware
Delaware
Delaware
Maine
Maryland
Massachusett
Georgia
Michigan
Minnesota
Mississippi
Delaware
Delaware
Delaware
Nevada
Connecticut
Delaware
New Mexico
Delaware
Delaware
Ohio
Oklahoma
Oregon
Delaware
Pennsylvania
Delaware
Delaware
South Carolin
South Dakota
Delaware
Texas
Mississippi
Utah
Virginia
Delaware
Delaware
Page7
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No Entity Type Incorporation
Waste Management of Wisconsin Inc
Waste Management of Wyoming Inc
Waste Management Partners Inc
Waste Management Recycle Asia LLC
Waste Management Recycling and Disposal Services of California
Waste Management Recycling of New Jersey LLC
Waste Management Security LLC
Waste Management Service Center Inc
Waste Management Inc
Waste Management Inc of Tennessee
Waste Resources of Tennessee Inc
Waste Services of Kentucky LLC
Waste to Energy Holdings Inc
Waste to Energy I LLC
Waste to Energy II LLC
Wastech Inc
WESI Baltimore Inc
WESI Capital Inc
WESI Peekskill Inc
WESI Westchester Inc
Westchester Resco Associates LP
Western One Land Corporation
Western Waste Industries
Western Waste of Texas LLC
Wheelabralor -Ballin1u1e LLC
Wheelabrator Baltimore LP
Wheelabrator Bridgeport LP
Wheelabrator Cedar Creek Inc
Wheelabrator Chambers Inc
Wheelabrator China Holdings Limited
Wheelabrator Claremont Company LP
Wheelabrator Claremont Inc
Wheelabrator Concord Company LP
Wheelabrator Concord Inc
Wheelabrator Connecticut lnc
Wheelabrator Culm Services Inc
Wheelabrator Environmental Systems Inc
Wheelabrator Environmental Technologies Consulting (Shanghai) (
Wheelabrator Falls Inc
Wheelabrator Frackville Energy Company Inc
Wheelabrator Frackville Properties Inc
Wheelabrator Frederick Inc
Wheelabrator Fuel Services Inc
Wheelabrator Gloucester Company LP
Wheelabrator Gloucester Inc
Wheelabrator Guam Jnc
Wheelabrator Hudson Falls LLC
Wheelabrator Lassen Inc
Wheelabrator Lisbon Inc
Wheelabrator McKay Bay Inc
Wheelabrator Millbury Inc
Wheelabrator Netherlands BV
831200 83532 AM
39-0967466
36-3828554
36-3220911
39-1977904
95-2370376
04-3735640
43-1970495
20-4017651
73-1309529
36-2935128
54-0838353
94-3429202
76-0652923
02-0519035
02-0519036
93-0936732
02-0357495
36-3861933
02-0363274
02-0360305
02-0367753
76-0688224
95-1946054
30-0239250
36-4057301
36-4057307
36-4057309
02-0443870
26-3194113
23-50847741
02-0390003
20-4284300
02-0394017
02-0393450
36-3908786
02-0442574
02-0412779
27-2548111
04-3024782
02-0393452
04-3100742
02-0442576
02-0396724
02-0391601
36-3926262
72-1541910
36-3926261
61-1167063
36-3240315
02-0412788
26-4308579
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Partnership
Limited Partnership
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Limited Partnership
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Wisconsin
Delaware
Delaware
Ohio
California
Delaware
Delaware
Delaware
Delaware
Tennessee
Tennessee
Delaware
Delaware
Delaware
Delaware
Nevada
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
California
Delaware
Delaware
Maryland
Delaware
Delaware
Delaware
Hong Kong
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Peoples Rep1
Delaware
Delaware
Delaware
Delaware
Delaware
New Jersey
Delaware
Delaware
Delaware
Delaware
Delaware
Florida
Delaware
Netherlands
Page8
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No EntifyType Incorporation
Wheelabrator New Hampshire Inc
Wheelabrator New Jersey Inc
Wheelabrator NHC Inc
Wheelabrator North Andover Inc
Wheelabrator North Broward Inc
Wheelabrator Norwalk Energy Company Inc
Wheelabrator Penacook Inc
Wheelabrator Pinellas Inc
Wheelabrator Portsmouth Inc
Wheelabrator Putnam Inc
Wheelabrator Ridge Energy Inc
Wheelabrator Saugus Inc
Wheelabrator Shasta Energy Company Inc
Wheelabrator Sherman Energy Company GP
Wheelabrator Sherman Station LLC
Wheelabrator Sherman Station One Inc
Wheelabrator South Broward Inc
Wheelabrator Spokane Inc
Wheelabrator Technologies Inc
Wheelabrator Technologies International Inc
Wheelabrator Westchester LP
White Lake Landfill Inc
Williams Landfill LLC
Willow Oak Landfill LLC
WM Arizona Ope atiur1s LLC
WM Asphalt Products LLC
WM Bagco LLC
WM Conversion Energy LLC
WM Conversion Fund LLC
WM Corporate Services Inc
WM Emergency Employee Support Fund Inc
WM Energy Resources Inc
WM Energy Solutions Inc
WM Green Squad LLC
WM GreenOps LLC
WMGTL Inc
WM GTL LLC
WM Healthcare Solutions Inc
WM Illinois Renewable Energy LLC
WM International Holdings Inc
WM International Services (UK) Limited
WM Lamp Tracker Inc
WM Landfills of Ohio Inc
WM Landfills of Tennessee Inc
WM Leasing of Arizona LLC
WM Leasing of Texas LP
WM LNG Inc
WM Mercury Waste Inc
WM Middle Tennessee Environmental Center LLC
WM Mobile Bay Environmental Center Inc
WM Nevada Renewable Energy LLC
WM of Texas LLC
8312010 83532 AM
02-0390002
02-0391598
02-0393448
36-3062971
04-3030218
02-0395269
02-0393449
36-3110153
27-1446081
36-3908789
36-3820153
13-2740971
02-0395274
02-0390349
76-0743287
02-0390312
02-0410154
02-0416522
22-2678047
36-3965264
02-0367751
38-1889893
61-1342579
20-1457518
32-0112690
27-0675171
26-4626312
26-4040670
27-1445960
27-3308922
11-3758170
27-1184260
76-0695139
26-1694369
26-4194066
26-0294424
26-0294528
20-3483524
45-0512000
76-0607203
NA-0000098
26-2748613
31-1509696
62-1462526
20-4017719
20-4017724
26-2294125
27-2289604
26-1946982
76-0638602
27-1678300
26-0428868
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
General Partnership
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Limited Liability Company
Limited Liability Company
Limited Uabllfty Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Not For Profit Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Limited Partnership
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Limited Liability Company
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Maine
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Michigan
Delaware
Georgia
Uelaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
England
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Page 9
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No Entity Type Incorporation
WM Organic Growth Jnc
WM PA Holdings LLC
WM Pack-Rat of California LLC
WM Pack-Rat of Illinois LLC
WM Pack-Rat of Kentucky LLC
WM Pack-Rat of Maryland LLC
WM Pack-Rat of Massachusetts LLC
WM Pack-Rat of Michigan LLC
WM Pack-Rat of Nevada LLC
WM Pack-Rat of Ohio LLC
WM Pack-Rat of Rhode Island LLC
WM Pack-Rat LLC
WM Partnership Holdings Inc
WM Phoenix Energy Resources LLC
WM Quebec Inc
WM RA Canada Inc
WM Recycle America LLC
WM Recycle Europe LLC
WM Renewable Energy LLC
WM Resource Recovery amp Recycling Center Inc
WM Resources Inc
WM Safety Services LLC
WM Security Seivices Inc
WM Services SA
WM Storage II Inc
WM Storage Inc
WM Texas Pack Rat LLC
WM Trash Monitor Plus LLC
WM WY Energy Resources LLC
WMI Medical Services of Indiana Inc
WMI Mexico Holdings Inc
WMNA Container Recycling LLC
WMRE of Michigan LLC
WMSALSA Inc
WMST Illinois LLC
WTI Air Pollution Control Jnc
WTI Financial LLC
WTI International Holdings Inc
wn Rust Holdings Inc
WTI UK LTD
20-4677155
27-2335935
26-0380883
26-0524082
26-2289448
26-1411856
26-1411946
26-2289484
27-0371504
262289407
26-1855760
26-0285281
36-3974344
27-2340971
NA-0000041
NA-0000172
72-1541911
20-0570245
45-0511978
26-2289538
25-1536159
20-3887188
20-3714754
NA-0000108
27-1525390
26-0285202
26-1442144
26-1436776
27-1184329
35-1724992
36-3912290
04-3735649
27-3334762
20-2580150
94-3423874
36-4110833
20-0584237
36-3908839
02-0351425
98-0336025
Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Liabflily Company
Corporation
Corporation
Limited Liability Company
Corpdration
Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Not For Profit Corporation
Limited Liability Company
Corporation
Limited Liability Comp_any
Corporation
Corporation
Corporation
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Canada
Ontario
Delaware
Delaware
Delaware
Delaware
Pennsylvania
Delaware
Delaware
Argentina
Delaware
Delaware
Delaware
Delaware
Delaware
Indiana
Delaware
Delaware
Delaware
Texas
lllinois
Delaware
Delaware
Delaware
Delaware
United Kingdc
81312010 83532 AM Page 10
----
POWER Federal Insurance Company Attn Surety DepartmentChubb OF Vigilant Insurance Company 15 Mountain View Road Surety AITORNEY Pacific Indemnity Company Warren NJ 07059
CHUBB
Know All by These Presents That FEDERAL INSURANCE COMPANY an Indiana corporation VIGILANT INSURANCE COMPANY a New York cor]Joration and PACIFIC INDEMNITY COMPANY a Wisconsin corporation do each hereby constitute and appoint Joseph Aulbert Marc W Boots Richard Covington Joy Durham Stephanie Gunderson Vickie Lacy Heather Noles P T Osburn and Maria D Zuniga of Housfon Texasmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot-middotmiddotmiddot-middotmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot--middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot
each as their true and lawful Attorneymiddot Inmiddot Fact lo execute under such designation in their names and 1o affix their corporate seals to and deliver for and on their behalf as surety thereon or otherwise bonds and undertakings and other writings obligatoiy in the nature thereof other lhan ball bonds) given or executed in the course of business and any Instruments amending or altering lhe same and consents to the modification or alteration of any instrument referred to in said bonds or obligations
In Wllness Whereof said FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY have each executed and attested these presents and affixed their corporale seals on this 17th day of August 2010
STATE OF NEW JERSEY ss
County of Somerset
On this i 7th day of August 2010 before me a Notary Public of New Jersey personally came Dawn M Chloros to me known to be Assistant Secretary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY the companies which executed the foregoing Power of Attorney and the said Dawn M Chloros being by me duly sworn did depose and say that he is Assistant Secretary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY and knows the corporate seals thereof that the seals affixed to the foregoing Power of Attorney are such corporate seals and were thereto affixed by authority of the By- Laws of said Companies and hat ha signed said Power of Attorney as Assistant Secretary of said Companies by like authority and that he Is acquainted with David B Norris Jr and knows him to be Vice President of said Companies and that the signature of David B Norris Jr subscribed to said Power of Altomey Is ln the genuine handwriting of David B Norris Jr and was thereto subscribed by authority of said By- Laws and In deponents presence
Notarial Seal
KATHERINE J ADElMR NOTARY PUBLIC OF NEW JERSEY
No 2316685 CCIIRmQlon Exp July 16 2014
CERTIFICATION Exlract from the Bymiddot Laws of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY
All powers of attorney for and on behalf of Iha Company may and shall be executed in lhe name and on behalf of the Company either by the Chairman or the President or a Vice President or an Asslslant Vice President jointly with the Secretary or an Assistan1 Secretary under their respective designations The signature of such officers may be engraved printed or lithographed The signature of each of the fotlowing officers Chairman President any Vice President any Assistant Vice Presidenl any Secretary any Assislant Secretary and the seal of the Company may be affixed by facsimile to any power of attorney or to any certificate relating thereto appointing Assistant Secretaries or Attomeys- in- Fact for purposes only of eKeculing and attesting bonds and undertakings and other writings obligatory in the nature thereof and any such power of attorney dr certificate bearing such facsimile signature or lacsimie seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimlle signature and facsimile seal shall be valid and binding upon the Company with respect to any bond or undertaking to which ii is attached
I Dawn M Chloros Assistant Secrelary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY
(the ~companies) do hereby certify Iha
(I) (H)
J31dD0
hJ (lL~ff (1j~W Dawn M Chloros Assistant Secretary
Form 15-10-02258-U (Ed 5-03) CONSENT
TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS 6
ARTICLE 2 CONTRACT PURPOSE AND TERM 12
21 PURPOSE 12
22 EFFECTIVE DATE AND COMMENCEMENT DATE 12
23 TERM 13
ARTICLE 3 COUNTY RESPONSIBILITIES 13
31 DELIVERY OF ACCEPTABLE WASTE 13
32 MANNER OF DELIVERIES 13
33 COOPERATION 13
ARTICLE 4 CONTRACTOR RESPONSIBILITIES 13
41 OWNERSHIP AND TRANSFER OF OWNERSHIP 13
42 CAPITAL IMPROVEMENTS 14
43 PERMITTING AND COMPLIANCE 15
44 ACCEPTANCEOFWASTE 15
45 OPERATING REQUIREMENTS 16
46 HOURS AND DAYS OF OPERATION 17
47 HOLIDAYS 17
48 COUNTY ACCESS 18
49 TRANSPORTATION OF ACCEPTABLE WASTE 18
410 PROCESSING OF RECYCLABLE MATERIALS 18
411 RECORDKEEPING AND REPORTING 18
412 TRANSITION 20
ARTICLE 5 CONTRACTORS COMPENSATION 20
51 BASE RATE 20
52 RATE ADJUSTMENTS 21
53 BILLING AND PAYMENT OF CONTRACTORS FEES 21
Okaloosa County Transfer Contract_ Final Page 2 of 52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS 22
61 ACCEPTABLE WASTE 22
62 SPECIAL WASTE 22
63 CONSTRUCTION AND DEMOLITION DEBRIS 22
64 RECYCLABLE MATERIALS 22
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS 23
71 COUNTY RECYCLABLE MATERIALS 23
72 OTHER RECYCLABLE MATERIALS 25
ARTICLE 8 PERFORMANCE BOND 25
ARTICLE 9 LIQUIDATED DAMAGES 25
ARTICLE 10 DEFAULT AND TERMINATION 27
ARTICLE 11 INSURANCE 28
I II CONTRACTORS INSURANCE 28
112 WORKERS COMPENSATION INSURANCE 30
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE 30
114 LIMITS OF LIABILITY 31
115 NOTICE OF CLAIMS AND LITIGATION 32
116 INDEMNIFICATION AND HOLD HARMLESS 32
117 CERTIFICATES OF INSURANCE 32
118 GENERALTERMS 33
119 UMBRELLA INSURANCE 34
ARTICLE 12 FORCE MAJEURE 34
121 INABILITY TO PERFORM 34
122 EVENTS OF FORCE MAJEURE 35
123 WRITTEN NOTIFICATION 35
Okaloosa County Transfer Contract_Final Page3 of52
ARTICLE 13 TITLE TO WASTE 36
ARTICLE 14 ARBITRATION36
141 ARBITRATION 36
142 INDEPENDENT THIRD PARTY 36
143 AMBIGUITY 37
ARTICLE 15 OTHER TERMS AND CONDITIONS 37
151 WAIVER 37
152 ASSIGNMENT OF AGREEMENT 37
153 SUBCONTRACTORS 37
154 INDEPENDENT CONTRACTOR 38
155 NON-DISCRIMINATION PROVISIONS 38
156 LAW TO GOVERN VENUE JURISDICTION 39
157 ILLEGAL PROVISIONS 39
158 MODIFICATIONS 39
159 PREPARATION OF AGREEMENT 39
1510 REMEDIES CUMULATIVE 39
1511 HEADINGS 40
1512 REPRESENTATIONS OF CONTRACTOR 40
1513 REPRESENTATIONS OF COUNTY 40
1514 REPRESENTATIVES 40
1515 NOTICES 41
1516 ENTIRE AGREEMENT 42
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT 42
EXHIBIT A SPECIAL WAS TE 43
EXHIBIT B REAL PROPERTY WARRANTY DEEDS 46
EXHIBIT C CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO
CONTRACTORS RATE 49
EXHIBIT D SAMPLE AVERAGE MARKET VALUE CALCULATION 50
Okaloosa County Transfer Contract_Final Page4 of52
SOLID WASTE TRANSFER STATION OPERATION AGREEMENT
THIS AGREEMENT is made as of this J)Paay 8~ 2010 by and
between Okaloosa County Florida (the COUNTY) a political subdivision of the State of
Florida and Waste Management Inc ofFlorida (hereinafter refened to as CONTRACTOR) a
corporation duly organized and validly existing under and by virtue of the laws of the State of
Florida and authorized to do business in the State ofFlorida
WITNESSETH
WHEREAS the COUNTY and the CONTRACTOR entered into an agreement dated as of June
2 2000 pursuant to which CONTRACTOR operates transfer stations utilizing state-of-the-rut
techniques and in accordance with the rules and regulations of the Florida Deprutment of
Environmental Protection including but not limited to 62-701801 FAC and all referenced
codes for the purpose of receiving and transporting Solid Waste to a disposal site as provided
therein and
WHEREAS such contract for Solid Waste Transfer Station Operations authorizes the renewal of
said agreement and
WHEREAS the COUNTY and CONTRACTOR desire that CONTRACTOR continue to
operate and manage transfer stations under the te1ms and conditions set fotth in this Agreement
NOW THEREFORE in consideration of the premises contained in this Agreement the patties
hereto intend to be legally bound as follows
Okaloosa County Transfer Contract_Final Page 5 of52
ARTICLE 1 DEFINITIONS
The following words and expressions ( or pronouns used in their stead) shall wherever they
appear in this Agreement be constrned as follows unless a different meaning is clear from the
context Words of the masculine gender shall be deemed and construed to include correlative
words of the feminine and neuter genders Unless the context shall otherwise indicate all words
shall include the plum as well as the singular number and the word person shall include
corporations and associations including public bodies as well as natural persons
Acceptable Waste shall mean Solid Waste including garbage rnbbish refuse residue
incidental amounts of household hazardous waste as permitted by the Florida Department of
Environmental Protection and other discarded solid or semi-solid mate1ials resulting from
domestic commercial industrial recycling resource recovery agricultural and governmental
operations Acceptable Waste also includes Bulk Waste Special Waste (except those defined
under Unacceptable Waste) and Recyclable Materials Acceptable Waste shall not include
regulated Hazardous Waste Medical Waste Biomedical Waste Biological Waste Infectious
Waste and Yard Trash
Agreement shall mean this Agreement including all attachments and amendments thereto
Authorized Representative means the Public Works Director or as othetwise designated in
writing by the Board to represent the COUNTY in the administration and supervision of this
Agreement
Biomedical Waste means any Solid Waste or liquid waste which may present a threat of
infection to humans The term includes but is not limited to non-liquid human tissue and body
parts laboratory and veterinary waste that contain human disease-causing agents used
disposable shaips human blood human blood products body fluids and other materials that in
the opinion of the Department of Health and Rehabilitative Services represent a significant risk
of infection to persons outside the generating facility
Biological Waste means Solid Waste that causes or has the capability of causing disease or
infection and includes but is not limited to Biomedical Waste diseased or dead animals and
other wastes capable of transmitting pathogens to humans or animals
Okaloosa County Transfer Contract_Final Page 6 of52
Board shall mean the Board of County Commissioners of Okaloosa County Florida which is
the governing body of the COUNTY
Bulk Waste shall mean any waste that requires additional management due to its bulk or
weight and shall include Household Furniture treated lumber Electronics bicycles push type
lawn mowers with all oil and gas drained automotive tires and White Goods Bulk Waste does
not include any form of matter or debris resulting from tree removal land clearing land
development or Special Waste as defmed herein
Commencement Date means the first day of the month following the Effective Date of this
Agreement
Commercial Business Establishment means any establishment other than a residential
dwelling apartment complex condominium complex or trailer park and shall be and shall
include but not be limited to all retail professional wholesale and industrial facilities
manufacturing facilities non-profit enterprises governmentalpublic agencies and any other
commercial enterprises offering goods or services to the public
Commercial Waste means any Acceptable Waste generated at a Commercial Business
Establishment
Construction and Demolition Debris means discarded materials generally considered to be
not water-soluble and nonhazardous in nature including but not limited to steel glass brick
concrete asphalt roofing material pipe gypsum wallboard and lumber from the construction or
destruction of a structure as paii of a construction or demolition project or from the renovation of
a structure and including rocks soils tree remains trmiddotees and other vegetative matter that
nmmally results from land clearing or land development operations for a construction project
including such debris from construction of structures at a site remote from the construction or
demolition project site Mixing of Construction and Demolition Debris with other types of Solid
Waste will cause it to be classified as other than Construction and Demolition Debris The term
also includes
(a) Clean cardboard paper plastic wood and metal scraps from a construction project
Okaloosa County Transfer Contract_Final Page7 of52
(b) Except as provided ins 403707(9)(j) Florida Statutes unpainted nontreated wood
scraps from facilities manufacturing materials used for construction of structures or
their components and unpainted nontreated wood pallets provided the wood scraps
and pallets are separated from other Solid Waste where generated and the generator
of such wood scraps or pallets implements reasonable practices of the generating
industry to minimize the commingling of wood scraps or pallets with other Solid
Waste and
(c) De minimus amounts of other nonhazardous wastes that are generated at
construction or destruction projects provided such amounts are consistent with best
management practices of the industry
Contract Year means the time from the Commencement Date through March 31 2012 and
each calendar year thereafter
Costs shall mean the costs of labor materials supplies major rental equipment and tools
other direct costs and allocable indirect costs such as fringe benefits general and administrative
expenses and indirect labor costs
COUNTY shall mean Okaloosa County Florida acting by and tlnmiddotough its Board of County
Commissioners
CPI as used herein shall be the revised Consumer Price Index for All Urban Consumers South
Urban for all items not seasonally adjusted published by the Bureau of Labor Statistics US
Department of Labor 1984-82 = 100 In the event the US Department of Labor Bureau of
Labor Statistics ceases to publish the CPI the parties hereby agree to substitute another equally
authoritative measure of change in the purchasing power of the US dollar as may be then
available
Day shall mean one calendar day when used in this Agreement
Effective Date means the date this Agreement becomes effective when executed by the
parties or when the Board adopts the Ordinance establishing the rates specified herein
whichever later occurs
Okaloosa County Transfer Contract_Final Page 8 of52
Electronics means computers monitors keyboards nnce termmals printers modems
scanners cell phones televisions and copiers and other electronic equipment as directed by the
COUNTY
Franchise Area means the specifically described geographic areas exclusively assigned to a
franchisee for the purpose of residential Solid Waste Yard Trash and Bulk Waste Collection
and if applicable Recyclable Material Collection pursuant to the COUNTYs Residential Solid
Waste and Recycling Collection Franchise Agreement
Fuel Index as used herein shall be the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low
Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) published by the US
Department of Energy Energy Information Administration In the event the US Department of
Energy Energy Information Administration ceases to publish the fuel prices the parties hereby
agree to substitute another equally authoritative measure of change in the purchasing power of
the US dollar as may be then available
Hazardous Waste means Solid Waste or a combination of Solid Wastes (even though it may
be part of delivered load of waste) which because of its quantity concentration or physical
chemical or infectious characteristics may cause or significantly contribute to an increase in
mortality or an increase in serious irreversible or incapacitating reversible illness or may pose a
substantial present or potential hazard to human health or environment when improperly
transported disposed of stored treated or otherwise managed Hazardous Waste shall include
all such waste as defined by the Rules of the Florida Department of Environmental Protection
Chapter 62-730 FAC or 40 Code ofFederal Regulations 261 or both as either or both may be
amended from time to time and to the extent either or both is applicable to the disposal of waste
in Florida Hazardous Waste is not intended to include de minimus amounts of household
hazardous wastes as defined by FAC 62-701100
Household Furniture means all movable compactable articles or apparatus such as chairs
tables sofas mattresses etc for equipping a house
Okaloosa County Transfer Contract_Final Page9 of52
Incorporated Municipalities means those duly Incorporated Municipalities in Okaloosa
County consisting of Cinco Bayou Crestview Destin Fort Walton Beach Laurel Hill Mary
Esther Niceville Shalimar and Valpariso
Independent Third Party means a qualified party mutually acceptable to both the COUNTY
and the CONTRACTOR
Infectious Waste means those wastes which may cause disease or may reasonably be
suspected of harboring pathogenic organisms Included are wastes resulting from the operation
of medical clinics hospitals and other facilities producing wastes which may consist of but are
not limited to diseased human and animal parts contaminated bandages pathological
specimens hypodermic needles contaminated clothing and surgical gloves
Merchant Waste means Acceptable Waste that was collected from locations outside the
COUNTY jurisdictional boundaries Merchant Waste does not include Co=ercial Waste
generated within unincorporated areas of the COUNTY or within Incorporated Municipalities
Recyclable Materials means those materials which are capable of being recycled and which
would otherwise be processed or disposed of as Solid Waste Recyclable Materials shall include
newspapers (including inse1ts ) conugated cardboard mixed paper (including brown paper bags
magazines phonebooks junk mail white and colored paper shredded paper in a bag and
paperboard) aluminum plastic containers and bottles marked with SPI codes 1-7 glass bottles
and jars tin and ferrous cans polycoated containers and other Solid Waste materials added upon
Agreement between the COUNTY and the CONTRACTOR when such materials have been
either dive1ted from the remaining Solid Waste stream or removed prior to their entry into the
remaining Solid Waste stream
Recycling Facility means the facility located adjacent to the Fort Walton Beach Transfer
Station at which Recyclable Materials are delivered for processing andor transport
Required Turn Back Condition means reasonable wear and tear co=ensurate with the time
of use and considering the CONTRACTORs responsibilities for maintenance repair and
replacement
Okaloosa County Transfer Contract_Final Page 10 of52
Solid Waste means garbage rubbish refuse trash clean debris or other similar discarded
material resulting from domestic industrial commercial mining agricultural or governmental
operations It excludes Yard Trash Bulk Waste Recyclable Materials and Special Waste
Special Waste means wastes that can require special handling and management but are not
considered Bulk Waste that are not accepted at a landfill or other disposal facility or that are
accepted at a landfill or other disposal facility at higher rates than are charged for refuse
including but not limited to wastes outlined in Exhibit A
Subcontractor shall mean a person firm or corporation other than employees of
CONTRACTOR who or which contracts with CONTRACTOR to furnish or actually furnishes
labor materials andor equipment for the Facility
Ton means a sh01i ton 2000 pounds (9078 metric tons)
Transfer Stations means the facilities currently located at 630 Martin Luther King Jr Blvd
(Fort Walton Transfer Station) and at the Baker Landfill (Baker Transfer Station) in Okaloosa
County capable of receiving Acceptable Waste for further transfer to a disposal facility for
ultimate disposition
Unacceptable Waste shall mean wastes that are not accepted for Class I disposal These
materials include Infectious Waste and Hazardous Wastes as defined above those wastes
excluded from the definition of Acceptable Wastes and materials exhibiting the following
characteristics
(a) Hazardous placards or markings
(b) Liquids
( c) Powders or dusts
(d) Drums or commercial size containers
( e) Chemical odors
Other unacceptable materials include
(a) Asbestos containing wastes
(b) Ash
Okaloosa County Transfer Contract_Final Page 11 of52
( c) Fluorescent light bulbs
( d) Mercury containing devices
(e) Whole tires
(f) Liquid Wastes
White Goods means discarded washers dryers refrigerators ranges microwave ovens water
heaters freezers small air conditioning units and other similar domestic large appliances
Yard Trash means vegetative matter resulting from landscaping maintenance including
accumulation of lawn grass shrubbery cuttings or clippings and dry leaf rakings palm fronds
small tree branches bushes or shrubs green leaf cuttings fruits or other matter usually created
as refuse in the care of lawns and yards Yard Trash does not include treated wood or any form
of matter or debris resulting from tree removal land clearing land development building
demolition home improvement or waste generated by tree surgeons
ARTICLE 2 CONTRACT PURPOSE AND TERM
21 PURPOSE
The pmpose of this Agreement is to establish the terms and conditions under which
CONTRACTOR shall manage operate and maintain the Transfer Stations
22 EFFECTIVE DATE AND COMMENCEMENT DATE
This Agreement shall become effective when executed by the paities or when the Board
adopts the Ordinance establishing the rates specified herein whichever later occurs The
Commencement Date of service shall be the first Day of the month following the
Effective Date of this Agreement
Okaloosa County Transfer Contract_Final Page 12 of52
23 TERM
The term of this Agreement shall commence on the Effective Date and end on March 31
2016 The term of this Agreement may be renewed for one (1) additional term of five (5)
years commencing at the end of the initial te1m by mutual agreement of the parties
ARTICLE 3 COUNTY RESPONSIBILITIES
31 DELIVERY OF ACCEPTABLE WASTE
The COUNTY or others authorized by the COUNTY shall deliver Acceptable Waste to
the Transfer Stations and Recyclable Materials to the Recycling Facility
32 MANNER OF DELIVERIES
The COUNTY shall grant to CONTRACTOR reasonable authority to deny admission to
the Transfer Stations of any vehicle carrying refuse which may leak spill or allow waste
to be blown or scattered about the Transfer Stations before unloading at the site
33 COOPERATION
COUNTY shall cooperate with CONTRACTOR in CONTRACTORs efforts to obtain
and renew all required permits licenses and approvals shall not appear as an objector in
any proceeding to consider the granting or renewal of such permits licenses or approvals
and shall promptly and reasonably consider any applications by CONTRACTOR
ARTICLE 4 CONTRACTOR RESPONSIBILITIES
41 OWNERSHIP AND TRANSFER OF OWNERSHIP
411 Throughout the full term of this Agreement the CONTRACTOR shall retain
ownership of the Transfer Stations and Recycling Facility At the conclusion of
the full term of the Agreement or in the event of CONTRACTOR default and
Okaloosa County Transfer Contract_Final Page 13 of52
termination by the COUNTY the Baker Transfer Station and all real property at
the Fort Walton Beach Transfer Station and Recycling Facility will be wholly
owned by the COUNTY and CONTRACTOR shall convey in Required Tum
Back Condition good and marketable title to the same to the COUNTY free and
clear of all liens or other encumbrances For the purposes of this Agreement real
property means the Fort Walton Beach Transfer Station and Recycling Facility
property as defined by the warranty deeds in Exhibit B and all physical buildings
and structures thereon including all equipment and fixtures with the exception of
rolling stock
412 In order to establish the Required Turn Back Condition of all real property at the
Transfer Stations and Recycling Facility and the need for repairs or replacements
if any the COUNTY and the CONTRACTOR shall conduct a joint inspection(s)
of the Facilities sites and buildings to include the utilities no later than thirty
(30) Days after the Effective Date of this Agreement The COUNTY and the
CONTRACTOR shall develop a list of any necessary repairs or replacements that
the CONTRACTOR is responsible for paying for andor performing such repairs
or replacements and establish a schedule for completing such work The
condition of the Facilities sites and buildings following completion of such
repairs and replacements shall be the Required Tum Back Condition allowing for
normal wear and tear commensurate with the time of use and considering the
CONTRACTORs responsibilities for maintenance repair and replacement
413 The CONTRACTOR shall maintain and convey at the conclusion of the full term
of this Agreement all real property at the Transfer Stations and Recycling Facility
to the COUNTY in Required Turn Back Condition The COUNTY shall notify
the CONTRACTOR of any deficiencies in the Required Tum Back Condition
and CONTRACTOR shall remedy such deficiencies
42 CAPITAL IMPROVEMENTS
The CONTRACTOR shall be solely responsible for the cost of all capital improvements
to the Transfer Stations and Recycling Facility
Okaloosa County Transfer Contract_Final Page 14 of 52
43 PERMITTING AND COMPLIANCE
The CONTRACTOR shall be responsible for obtaining and maintaining permits
approvals and licenses as are requrred for the operation of the Transfer Stations and
Recycling Facility CONTRACTOR shall operate the facilities in compliance with all
requirements of Federal State and local laws rules ordinances and regulations
applicable to the management of such facilities and as contained in the permits issued
relative to the facilities CONTRACTOR and the COUNTY agree to cooperate fully with
one another within reason in all efforts undertaken pursuant to this paragraph The
CONTRACTOR shall be responsible at its sole cost for the payment of all fines
penalties and citations that the CONTRACTOR may incur
44 ACCEPTANCE OF WASTE
In accordance with applicable operational protocol established by the CONTRACTOR
and with the approval of the COUNTY CONTRACTOR shall provide operate and
maintain facilities for the receipt of Acceptable Waste brought to the Transfer Stations
441 Acceptable Waste The CONTRACTOR shall process Acceptable Waste received
at the Transfer Stations in accordance with applicable Federal State and local
regulations and in a manner which would not be likely to pose a threat to public
health and safety
442 Special Waste CONTRACTOR shall implement a program to identify and
manage Special Waste Any testing or additional charges for the receipt handling
and disposal of Special Waste shall be as agreed between the CONTRACTOR
and the generator or transpmier of the Special Waste
443 Unacceptable Waste The CONTRACTOR shall exercise its best efforts to avoid
the acceptance of Unacceptable Waste at the Transfer Stations The
CONTRACTOR shall process Unacceptable Waste received at the Transfer
Stations in accordance with applicable Federal State and local laws rules
ordinances and regulations and in a manner which would not be likely to pose a
threat to public health and safety The CONTRACTOR shall indemnify the
Okaloosa County Transfer Contract_Final Page 15 of 52
COUNTY for any liability claim or damages imposed as a consequence of
CONTRACTORs failure to process such material in accordance with applicable
Federal State or local regulations Any testing required or additional charges
imposed for the receipt handling and disposal of Special Waste shall be as agreed
between the CONTRACTOR and the generator or transporter of the Unacceptable
Waste
45 OPERATING REQUIREMENTS
451 The CONTRACTOR will provide at CONTRACTORs expense all the utilities
used in operating the Transfer Stations and Recycling Facility At the Baker
Transfer Station the CONTRACTOR shall pre-treat leachate to a pH between 60
and 85 The COUNTY shall transport the treated leachate for further treatment
and disposal
452 The CONTRACTOR shall be responsible for the maintenance and repair of all
real property at the Transfer Stations and Recycling Facility in accordance with
industry and operational standards It shall also be the CONTRACTORs
responsibility to replace all or part of the property fixtures machinery
improvements and equipment as required to maintain the operation and
performance of the Transfer Stations and Recycling Facility including facility
expansion necessary to accommodate increased throughput The CONTRACTOR
shall maintain and or replace as appropriate all rolling stock utilized by the
CONTRACTOR in performance of this Agreement
453 The CONTRACTOR shall specifically establish a procedure for monitoring the
wear on the waste receiving floors and shall establish a repair procedure before
the wear has progressed to the point that further wear could jeopardize the
renewal of the floor surface or involve replacement of the steel reinforcement in
the floor The floor shall be resurfaced by the CONTRACTOR at least once
during the te1m ofthis Agreement
Okaloosa County Transfer Contract_Final Page 16 of 52
454 The CONTRACTOR shall remove Solid Waste from the transfer station tipping
floors in accordance with its operating permits
455 The CONTRACTOR shall operate the facilities to allow for a turnaround time of
not greater than twenty (20) minutes for vehicles delivering waste or Recyclable
Materials
456 The Transfer Stations and Recycling Facility will be maintained in a neat clean
and attractive manner consistent with its function and present a positive public
appearance
457 The CONTRACTOR shall control litter at the Transfer Stations and Recycling
Facility sites Adequate litter control is defined as minimizing litter leaving the
site and the collection of off-site and on-site litter at the end of eve1y business
day
458 The CONTRACTOR shall separate tires White Goods and Electronics delivered
to the Transfer Stations from other waste and place them in separate containers as
provided by the COUNTY
46 HOURS AND DAYS OF OPERATION
The Transfer Stations and Recycling Facility will be open to the public from 600 am
until 500 pm Monday through Friday and 600 am until 1200 noon Saturday The
COUNTY reserves the right to alter the operating hours of the facilities The
FRANCillSEE and COUNTY agree to negotiate a reasonable rate adjustment if such
change in operating hours affects operating costs
47 HOLIDAYS
The CONTRACTOR will close the Transfer Stations and Recycling Facility on the
following holidays New Years Day Thanksgiving and Clumiddotistmas
Okaloosa County Transfer Contract_Final Page 17 of 52
48 COUNTY ACCESS
The CONTRACTOR shall afford reasonable access at any reasonable time to the
Transfer Stations and Recycling Facility by the COUNTY its authorized agents or public
authorities having regulatory jurisdiction over the facilities Such visits shall be
conducted in a manner so as to cause minimum interference with the performance of
CONTRACTOR s responsibilities hereunder All persons conducting such visits shall
provide appropriate identification and shall comply with CONTRACTORs established
safety rules and regulations
49 TRANSPORTATION OF ACCEPTABLE WASTE
The CONTRACTOR shall be responsible for all transportation of Acceptable Waste
except White Goods and tires once it has been accepted for disposal at the Transfer
Stations The CONTRACTOR shall transport Electronics to the COUNTY facility
designated by Authorized Representative The CONTRACTOR may transpmt
Constmction and Demolition Debris to a permitted facility of its choosing The
CONTRACTOR shall transpmt all other Acceptable Waste to the Spring Hill Regional
Landfill and shall have the duty to ensure that the transportation will be performed in
accordance with applicable regulations and will be prompt safe and efficient Upon
approval by the Authorized Representative the CONTRACTOR may transpmt
Acceptable Waste to a different permitted facility If such facility is closer to Okaloosa
County than the Spring Hill Regional Landfill the CONTRACTOR and COUNTY shall
negotiate a co=ensurate rate adjustment
410 PROCESSING OF RECYCLABLE MATERIALS
The CONTRACTOR shall be responsible for all transportation and processmg of
Recyclable Materials accepted at the Recycling Facility
411 RECORDKEEPING AND REPORTING
4111 The CONTRACTOR records required herein shall be maintained in electronic
database format utilizing Microsoft software or in a format approved by the
Okaloosa County Transfer Contract_Final Page 18 of 52
Authorized Representative The databases shall be readily available for inspection
by the COUNTY at any time during normal operating hours and information in
the records shall be shared with the COUNTY upon request
4112 The CONTRACTOR shall weigh and record all inbound and outbound vehicles
carrying materials including transfer trucks at the Fort Walton Beach Transfer
Station and Recycling Facility Each vehicle delivering waste or Recyclable
Materials shall be properly identified and authorized in a manner satisfactory to
the COUNTY and CONTRACTOR Weights of all waste and Recyclable
Materials shall be recorded in the COUNTYs WasteWorks system
4113 The weight of Acceptable Waste and Recyclable Materials shall be determined
using the weigh scales at the facility The CONTRACTOR shall at regular
intervals test the accuracy of the weigh scales such testing shall occur at least
once every ninety (90) Days The test records for the term of this Agreement shall
be kept on file in the scale house at the facility
4114 The CONTRACTOR shall maintain the original weight records that identify the
vehicles the time of weighing( s) and the tare weights of the vehicles for a period
of five (5) years after which CONTRACTOR may dispose of such records The
CONTRACTORs records so developed will be used as a basis for calculating
quantities of waste and Recyclable Materials and shall be subject to review
including spot checking by the COUNTY at its discretion on site or made
available to the COUNTY at such times as it may reasonably request Required
records in this category include but are not limited to itemized statements of the
amount of Acceptable Waste delivered to the Transfer Stations as further defmed
in Article 4
4115 The COUNTY shall be entitled to have its designated representatives at the
Transfer Stations and Recycling Facility at all times and CONTRACTOR shall
designate a suitable site for an office if required by COUNTY The COUNTY
shall further have the right to station its employees at all weigh scales to verify the
Okaloosa County Transfer Contract_Final Page 19 of52
correctness of the weight records and the CONTRACTOR shall provide
reasonable space for said employees
4116 The CONTRACTOR shall provide the Authorized Representative with its internal
tonnage report which shall include all waste delivered to the Transfer Stations
and all Recyclable Materials delivered to the Recycling Facility Tonnage shall
be broken down by material type and source of generationdelivery with all waste
and Recyclable Materials collected within the COUNTYs Franchise Area clearly
noted For Recyclable Materials collected within the COUNTYs Franchise Area
the CONTRACTOR shall provide an estimate of the breakdown of such material
by commodity Such report shall be submitted in electronic format within seven
(7) Days after the end of each month
412 TRANSITION
4121 The CONTRACTOR shall cooperate with the COUNTY or its designated
contractor during any transition period at the end of this Agreement Such
cooperation includes but is not limited to allowing site visits of the facilities by
the COUNTY or its contractor with advance notice and ensuring all facilities are
in Required Tum Back Condition pursuant to Paragraph 41
4122 The CONTRACTOR shall transfer all active facility permits for the Transfer
Stations and Recycling Facility to the COUNTY or its designated contractor as
requested by the COUNTY in a timely manner so as to avoid any disruption of
service
ARTICLES CONTRACTORS COMPENSATION
51 BASE RATE
The combined total rate for Acceptable Waste handling transportation and disposal paid
to the CONTRACTOR by the COUNTY shall be $3677 per Ton ofrep011ed and verified
waste receipts with the exception of Recyclable Materials Special Waste or
Okaloosa County Transfer Contract_Final Page20 of52
Construction and Demolition Debris managed at the facilities This rate shall take effect
on the Commencement Date of this Agreement and shall continue without adjustment
through September 30 2011
52 RATE ADJUSTMENTS
On October I 2011 and October 1 of each subsequent Contract Year of this Agreement
the CONTRACTORs base rate as provided in Paragraph 51 shall be adjusted
accmding to the following methodology as further explained in Exhibit C seventy
percent (70) of the rate shall be adjusted based on seventy-five percent (75) of the
percentage change in the CPI for the twelve (12) months ending on the preceding June
30ili and thirty percent (30) of the rate shall be adjusted based on the percent change in
the US Department of Energy Fuel Index for the previous twelve (12) months ending on
the preceding June 30ili The total rate adjustment each year may not exceed two percent
(2) of the previous years rates
53 BILLING AND PAYMENT OF CONTRACTORS FEES
531 CONTRACTOR shall keep records of all Acceptable Waste received at the
Transfer Stations as described herein
532 CONTRACTOR shall invoice the COUNTY monthly for the handling
transportation and disposal fees as set forth herein for Acceptable Waste
received at the Transfer Stations This invoice must include detailed information
regarding waste receipts including Solid Waste Bulk Waste Special Waste
Recyclable Material Unacceptable Waste and Merchant Waste in a format
approved by the Authorized Representative Only waste receipts reported using
this format and verified by the COUNTY will be paid COUNTY shall pay such
invoices within thirty (30) Days from the date of invoice or request additional
info1mation if adequate information is not provided
Okaloosa County Transfer Contract_Final Page 21 of52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS
COUNTY shall be responsible for the setting and collection of charges associated with all waste
receipts except as provided herein
61 ACCEPTABLE WASTE
The rates charged for Acceptable Waste will be as established by COUNTY Ordinance
No 00-08 and any amendments thereto If a waste load is too small to be accurately
weighed by the Transfer Stations weigh scales a flat rate shall be charged to the
customer per vehicle as established by COUNTY Ordinance No 00-08 and any
amendments thereto
62 SPECIAL WASTE
CONTRACTOR shall be responsible for setting rates associated with Special Waste
63 CONSTRUCTION AND DEMOLITION DEBRIS
CONTRACTOR shall use its best efforts to deliver a mmnnum of 1000 Tons of
Construction and Demolition Debris (CampD) per month to the Transfer Stations
collectively The COUNTY shall charge the CONTRACTOR a Ten Dollar ($1000) per
Ton host fee for all CampD material delivered to the Transfer Stations This CampD material
shall not be subject to any additional charges or Costs including tipping fees by the
COUNTY to the CONTRACTOR
64 RECYCLABLE MATERIALS
Recyclable Materials delivered by or on behalf of the COUNTY Incorporated
Municipalities or by private citizens directly or collected by the CONTRACTOR from
Commercial Business Establishments in the COUNTY will be accepted at no charge
The CONTRACTOR may negotiate Recyclable Materials processing fees with other
entities delivering such materials to the Recycling Facility
Okaloosa County Transfer Contract_ Final Page22 of52
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS
71 COUNTY RECYCLABLE MATERIALS
The CONTRACTOR shall pay the COUNTY revenue for each Ton of Recyclable
Materials delivered by or on behalf of the COUNTY to the Recycling Facility as follows
711 Each month the CONTRACTOR shall calculate the Average Market Value
(AMV) of Recyclable Materials defined as the sum of commodity prices (US
Dollar per Ton) posted on the first week of the month for the Southeast USA in
SecondaryMaterialsPricingcom and SecondaryFiberPricingcom multiplied by
the composition of the Recyclable Materials as defmed in Table 1 Exhibit D
provides an example ofthis calculation
Table 1
Composition ofRecyclable Materials and Market Indexes for Determining AMV
lVIaterial Index Description Percentale Newspaper (ONP) PSI 8 Baled FOB sellers dock 5260 Corrugated Cardboard (OCC) PSI 11 Baled FOB sellers dock 1130 Mixed Paper PSI 1 Baled FOB sellers dock 460 Aseptic Containers NIA 000 Aluminum Cans Aluminum Cans Sorted and Baled Delivered 170 Steel Cans Steel Cans Sorted and Baled Delivered 230 PET PET Baled Picked Up 460 HDPE (Natural) Natural HDPE Baled Picked Uo 090 HDPE (Colored) Colored HDPE Baled Picked Up 180 Clear Glass Flint Delivered 830 Green Glass Green Delivered 450 Brown Glass Amber Delivered 490 Contamination NIA 250
712 Each month the CONTRACTOR shall pay revenue to the COUNTY based on
the AMV equal to the total Tons of Recyclable Materials delivered by or on
behalf of the COUNTY multiplied by the revenue payment in Table 2 The
revenue payment in Column A will be in effect through March 31 2013 and that
in Column B will be in effect after that date If a Mate1ials Recovery Facility
Okaloosa County Transfer Contract_Final Page23 of52
(MRF) is developed by the CONTRACTOR within a 200 mile radius of the
COUNTY prior to March 31 2013 the revenue payment in Column B will go
into effect when such MRF becomes operational
Table 2
Per Ton Revenue Payment to COUNTY Based on AMV
Avera2e Market Value COLUMN A COLUMNB
Low Hi2h
Revenue Payment to COUNTY ($Ton)
until March 31 2013
Revenue Payment to COUNTY($Ton)
after March 31 2013 lt$8001 $9000 $2000 $2000
$9001 $10000 $2000 $2500
$10001 $11000 $2000 $3000 $11001 $12000 $2000 $3500
$12001 $13000 $2500 $4000
$13001 $14000 $3000 $4500 $14001 $15000 $3500 $5000 $15001 $16000 $4000 $5500 $16001 $17000 $4500 $6000
$17001 $18000 $5000 $6500 $18001 $19000 $5500 $7000 $19001 $20000 $6000 $7500
$20001 $21000 $6500 $8000 $21001 $22000 $7000 $8500
$22001 gt$23000 $7500 $9000
713 No later than the fifteenth (15th) Day of each month the CONTRACTOR shall
submit a Monthly Payment Report in a format approved by the Authorized
Representative for the previous calendar month detailing the calculation of each
revenue payment and the total revenue payment due to the COUNTY Said
revenue payment shall be remitted to the COUNTY within thirty (30) Days from
the end of the month for which the payment is being made
714 The CONTRACTOR may request a study to measure the composition of
Recyclable Materials utilized to calculate the AMV pursuant to Paragraph 7 1
Okaloosa County Transfer Contract_Final Page 24 of52
Table I of this Agreement such request being subject to approval by the
COUNTY If approved by the COUNTY the CONTRACTOR and COUNTY
shall jointly develop a methodology and cost estimate to conduct the composition
study The final methodology and selection of the Independent Third Party to
conduct the study must be approved by the Authorized Representative The
parties shall share equally in paying for the cost of the study Study results are
subject to final approval by the Authorized Representative Once approved
adjustments to the composition of Recyclable Materials shall become effective for
the following month and remainder of the term of the Agreement or until further
adjusted in accordance with this article
72 OTHER RECYCLABLE MATERIALS
The CONTRACTOR will remit $20 per Ton of Recyclable Material received at the
Recycling Facility that is not subject to Paragraph 71 with the exception of Recyclable
Materials not generated in Okaloosa County
ARTICLE 8 PERFORMANCE BOND
The CONTRACTOR shall furnish to the COUNTY a performance bond issued by a surety
licensed to do business in the State of Florida for the faithful performance of the Agreement and
all obligations arising hereunder The performance bond shall be made payable in favor of
Okaloosa County Florida or in lieu thereof pay to the COUNTY the sum of $200000000 A
complete bond shall be issued at least thirty (30) Days prior to the Commencement Date of this
Agreement
ARTICLE 9 LIQUIDATED DAMAGES
If the CONTRACTOR does not substantially fulfill its obligations under this Agreement the
COUNTY shall provide written notice to the CONTRACTOR of specific areas of deficiency
Examples of such deficiencies include but are not limited to the following
Okaloosa County Transfer Contract_Final Page 25 of 52
(a) Violation of environmental laws
(b) Inadequate litter control at the Transfer Stations andor the Recycling Facility Adequate
litter control is defined as minimizing litter leaving the site and the collection of off-site
and on-site litter at the end of every business day
(c) Failure to remove Solid Waste from the transfer station tipping floor in accordance with
FRANCHISEEs operating permits
(d) Other conditions created by the CONTRACTOR that could impact public health and
safety and
(e) Poor maintenance of the Transfer Stations and Recycling Facility and equipment
resulting in a poor public image of the facilities
The CONTRACTOR shall initiate reasonable steps to correct these deficiencies within seventyshy
two (72) hours of written notice If the CONTRACTOR does not initiate reasonable steps within
seventy-two (72) hours the COUNTY may at its discretion impose liquidated damages of $500
per Day until deficiencies are satisfactorily con-ected as determined by the COUNTY If the
CONTRACTOR has not con-ected these deficiencies within thirty (30) Days of receipt of written
notice the CONTRACTOR will be considered in default of the Agreement and the COUNTY
may terminate this Agreement and recover damages in the full amount of the performance bond
The COUNTY may assess liquidated damages pursuant to this Aliicle on a monthly basis and
shall at the end of each month notify the CONTRACTOR in writing of the liquidated damages
assessed and the basis for each assessment In the event the CONTRACTOR wishes to contest
such assessment(s) the CONTRACTOR shall within five (5) Days after receiving such notice
request in writing an opportunity to be heaimiddotd by the Board and present its defense to such
assessment(s)
The COUNTYs Authorized Representative shall notify the CONTRACTOR in writing of any
action taken with respect to CONTRACTORs claims and the decision of the Board will be final
Okaloosa County Transfer Contract_Final Page 26 of 52
ARTICLE 10 DEFAULT AND TERMINATION
The COUNTY may terminate this Agreement except as otherwise provided below in this
paragraph by giving CONTRACTOR fifteen (15) Days advance written notice upon the
happening of any one of the following events
(a) The CONTRACTOR fails to remedy deficiencies as noted in Article 9 within
thirty (30) Days of receipt ofwritten notice by the COUNTY
(b) The CONTRACTOR takes the benefit of any present or future insolvency statute
or shall make a general assigmnent for the benefit of creditors or file a voluntary
petition in bankruptcy or a petition or answer seeking readjustment of its
indebtedness under the Federal United States or any state thereof or consent to
the appointment or a receiver trustee or liquidator of all or substantially all of its
property or
(c) By order or decree of a court the CONTRACTOR shall be adjudged bankrupt or
an order shall be made approving a petition filed by any of its creditors or by any
of the Stockholders of the CONTRACTOR seeking its reorganization or the
readjustment of its indebtedness under federal bankrnptcy laws or under any law
of statute of the United States or of any state thereof provided that if any such
judgment is stayed or vacated within sixty ( 60) Days after the entry thereof any
notice of cancellation shall be and become null void and of no effect or
(d) By or pursuant to or under authority of any legislative act resolution or rule or
any order or decree of any cornt or government board agency or office having
jurisdiction a receiver trustee or liquidator shall take possession or control of all
or substantially all of the property of the CONTRACTOR and such possession of
control shall continue in effect for a period of sixty ( 60) Days or
(e) The CONTRACTOR shall voluntarily abandon desert or discontinue its
operation hereunder granted
Okaloosa County Transfer Contract_Final Page 27 of52
Then such shall be considered a material breach of this Agreement and the Authorized
Representative shall notify the CONTRACTOR in writing of the breach If within a period of
fifteen (15) Days the CONTRACTOR has not eliminated the conditions considered to be a
breach of contract or having so co=enced shall fail thereafter to continue with diligence the
cming thereof the Authorized Representative shall notify the Board
After these fifteen (15) Days the COUNTY can cause the CONTRACTOR to be obligated to pay
the COUNTY the amount specified in the bond and has the authority to terminate this
Agreement
ARTICLE 11 INSURANCE
111 CONTRACTORS INSURANCE
1111 The CONTRACTOR shall not co=ence any work in connection with this
Agreement until he has obtained all required insurance and such insurance has
been approved by the Okaloosa County Risk Management Director
1112 All insurance policies shall be with insurers licensed to do business in the State of
Florida and any insuring company is required to have a rnininimn rating of A
Class X in the Best Key Rating Guide published A M Best amp Co Inc
1113 All insurance shall include the interest of all entities names in and its respective
agents consultants servants and employees of each and all other interests as may
be reasonably required by Okaloosa County as Additional Insured The coverage
afforded the Additional Insured under this policy shall be primary insurance If
the Additional Insured have other insurance that is applicable to the loss such
other insurance shall be on an excess or contingent basis The amount of the
companys liability under this policy shall not be reduced by the existence of such
other insurance
Okaloosa County Transfer Contract_Final Page 28 of 52
1114 The County of Okaloosa shall be listed as Additional Insured by policy
endorsement on all insurance contracts applicable to this Agreement except
Workers Compensation and Professional Liability
1115 The County of Okaloosa shall be furnished proof of coverage by certificates of
insurance (COI) and endorsements for every applicable insurance contract
required by this Agreement The COI s and policy endorsements must be
delivered to the Autho1ized Representative not less than ten (10) Days prior to the
commencement of any and all contractual agreements between the County of
Okaloosa and the CONTRACTOR
1116 The COUNTY shall retain the right to reject all insurance contracts that do not
meet the requirement of this Agreement Further the COUNTY reserves the right
to change these insurance requirements with 60-Day notice to the
CONTRACTOR
1117 The insurance definition of Insured or Additional Insured shall include
Subcontractors Sub-subcontractors and any associated or subsidiary companies
of the CONTRACTOR which are involved and which is a part of the contract
1118 The COUNTY reserves the right at any time to require the CONTRACTOR to
provide certified copies of any insurance policies to document the insurance
coverage specified in this Agreement
1119 The designation of CONTRACTOR shall include any associated or subsidiary
company which is involved and is a part of the contract and such if any
associated or subsidiary company involved in the project must be named in the
Workers Compensation coverage
111IOAll policies shall be written so that the COUNTY will be notified of cancellation
or restrictive amendments at least thirty (30) Days prior to the effective date of
such cancellation or amendment Such notice shall be given directly to the
Authorized Representative
Okaloosa County Transfer Contract_Final Page 29 of 52
112 WORKERS COMPENSATION INSURANCE
1121 The CONTRACTOR shall secure and maintain during the life of this agreement
Workers Compensation insurance for all of his employees employed for the
project or any site connected with the work including supervision administration
or management of this project and in case any work is sublet with the approval
of the County of Okaloosa the CONTRACTOR shall require the Subcontractor
similarly to provide Workers Compensation insurance for all employees
employed at the site of the project and such evidence of insurance shall be
furnished the County of Okaloosa not less than ten (10) Days prior to the
conunencement of any and all subcontractual agreements which have been
approved by the County of Okaloosa
1122 Such insurance shall comply with the Florida Workers Compensation Law
1123 No class of employee including the CONTRACTOR himself shall be excluded
from the Workers Compensation insurance coverage The Workers
Compensation insurance shall also include Employers Liability coverage
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE
1131 The CONTRACTOR shall maintain Business Automobile Liability insurance
coverage throughout the life of this Agreement The insurance shall include
Owned Non-owned amp Hired Motor Vehicle coverage
1132 The CONTRACTOR shall carry other Conunercial General Liability insurance
against all other Bodily Injury Property Damage and Personal and Advertising
Injury exposures The coverage shall include both On- and Off-Premises
Operations Contractual Liability Board Form Property Damage and
Professional Liability
1133 All liability insurance ( other than Professional Liability) shall be written on an
occurrence basis and shall not be written on a claim-made basis If the insurance
Okaloosa County Transfer Contract~Final Page 30 of 52
is issued with an aggregate limit of liability the aggregate limit of liability shall
apply only to the locations included in this Agreement If as the result of any
claims or other reasons the available limits of insurance reduce to less than those
stated in the Limits of Liability the CONTRACTOR shall notify the Authorized
Representative in writing The CONTRACTOR shall purchase additional liability
insurance to maintain the requirements established in this Agreement Umbrella
or Excess Liability insurance can be purchased to meet the Limits of Liability
specified in this Agreement
1134 Commercial General Liability coverage shall be endorsed to include the
following
Premises - Operation Liability
Occurrence Bodily Injmy and Property Damage Liability
Independent CONTRACTORs Liability
Completed Operations and Products Liability
1135 CONTRACTOR shall agree to keep in continuous force Commercial General
Liability coverage including Completed Operations and Products Liability for two
(2) years beyond acceptance ofproject
114 LIMITS OF LIABILITY
The insurance required shall be written for not less than the following or greater if
required by law and shall include Employers liability with limits as prescribed in this
contract
LIMIT
A Workers Compensation
(1) State Statut01y
(2) Employers Liability $1000000 each accident
B Business Automobile amp Commercial $1000000 each occurrence
General Liability Insurance (A combined single limit)
C Personal and Adve1tising Injury $250000
D Pollution Liability $10000000 each occurrence
Okaloosa County Transfer Contract_Final Page 31 of 52
115 NOTICE OF CLAIMS AND LITIGATION
The CONTRACTOR agrees to report any incident or claim that results from performance
of this Agreement The COUNTY representative shall receive written notice in the form
of a detailed written repmi describing the incident or claim within ten ( 10) Days of the
CONTRACTORs knowledge In the event such incident or claim involves injury andor
property damage to a third party verbal notification shall be given the same Day the
CONTRACTOR becomes aware of the incident or claim followed by a written detailed
report within ten (10) Days of verbal notification
116 INDEMNIFICATION AND HOLD HARMLESS
To the fullest extent permitted by law CONTRACTOR shall indemnify and hold
harmless COUNTY its officers and employees from liabilities damages losses and
Costs including but not limited to reasonable attorney fees to the extent caused by the
negligence recklessness or intentional wrongful conduct of the CONTRACTOR and
other persons employed or utilized by the CONTRACTOR in the performance of this
contract
117 CERTIFICATES OF INSURANCE
1171 Certificates of insurance in duplicate indicating the job site and evidencing all
required coverage must be submitted to and approved by Okaloosa County prior
to the commencement of any of the work The certificate holder(s) shall be as
follows
Okaloosa County
602-C No1ih Pearl Street
Crestview Florida 32536
1172 All policies shall expressly require thirty (30) Days written notice to Okaloosa
County at the address set out above or the cancellations of material alterations of
such policies and the Certificates of Insurance shall so provide
Okaloosa County Transfer Contract_Final Page32 of52
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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John W Minger 1350 E John Sims Pkwy Niceville FIorida 32578
Ill 1lfllnffl 1ftmot ~ _ - 1o
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wmiddotM~middot7J middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot ~
Lois Jones STATE OF Flori COUNTY OF Ca]oosa
I HlllampIY CIATIFY lhfl on 1hi1 day btfor me an olfictt d11l1 nliltelbld middot in 11M $1amp11 afOffllid ampnd In 1M Cova11 alonuid to Ille UkllllMtiplfntt ptllDIUIU apptAltclJlh If 1111gar poundKee Vice President ~Jleve1opnmtt Ollpiey Inc
FILEtl 1247660 OKALOOSA COUNTYFLORIDA
I
R~D1 MAR 11 1993 8 3144 PM NEWNAN C BRACKIN CLERK
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Northgate DeVelomicrorent Canpany Inc
bull -11on unJ tho 1w f Florida ino -1 i o fufnnbull 1350 E John Sims Pkwy Niceville FL 32578 ~naff1r colW tiamp gronlor lo Okaloosa Board of County Cctrmissioners
colioi potoltc ddr u Okaloosa County courthouse OFFICIAL RECORDS Crestview Fl 32536 BK 1732 PG 486
InaIn cglfd tM pontH
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LEXAL DESCRIPrIOO CCHoIDvCIN3 at the concrete nonurrent (1980 FAFB) rrarking the NW corner of the NE ( ~f section 8 lbwnship 2 South Range 24 West Okaloosa Co1lllty Florida run S88-2048E along the north boundacy thereof 62500 feet to a concrete mgtrnnEnt numbered 3501 thence S03deg00 1 181w 20006 feet to a concrete rronurrent mmtered 3501 and the POINI OF BEGINNIIlaquo thence continue S03deg00 1 l811W 6602 feet to a concrete mmUOOlt numbered 3501 thence S88deg2048 11E 113000 feet to a ooncrete nonument mmbered 3501 on the weseerly right-of-way line of the Hill Avenue Extension AKA Freedan-Way thence N07deg1545 11E along said right-of-way line 6632 feet to a concrete rromment nurrbered 3501 thence N88deg2048W 113493 feet to the POINT OF BffiINNING Containing 172 acres nore or less SUbject to easanent of record ittls property is to be used as county maintained road
Togtlfatr wfll oU 1k l1Mriuntt lrcll10ffl9ftlt csnd PurffflGICff -- ~ or M - wlte appertlllrdnf
to llaue and hi ltlld i 1=
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MADAIIIS OrPICE SUPPLY -2138113 WAHANff OUO =01-iunON
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Northgate Develomicronent company Inci
J IIbull i pi oA carpofGflon bulldlllnQ unJ IA ruw al Florida lutiMti 1111 203 John C Sims Parkway Niceville Florida 32578 Ibullmiddotmiddotmiddotmiddot -~ 1bull1elnoflf cauJ 11 grontor to
1affelnotr eatrlaquol rr glllllfN
1tflbttsStlh Tlw IM bullmiddot o J In eondJlon o If wn o I 1000 J olr valuofI conttdtfoUoru NmlPl whro lf Jarfy aclinowiJaJ b t-bullbull pNtenb do oad NlValn U isbm w111Ue Nto mn1M1 and confmn unlo 1M granfN call IIat ctdn Lind uuue Oi Okaloosa Counl Florida ~Iamp
LFGAL DFSCRIPrION PARCEL B BEGINNING at the concrete monument marking (1980 JilFB) the NW corner of the NE of Section 8 Township 2 South Range 24 West Okaloosa OJunty Florida run S88deg20 14811 E along the north boijndary thereof 62500 feet to a concrete monunent numbered 3501 tBence S03 001 l81W 46000 feet to a concrete monument numbered 3501 thence N88 2048W 62500 feet to a concrete monument num~red 3501 on the west boundary of the aforesaid NE~ of Section 8 thence N03 0018E along said west boindary 46000 feet to the POINT OF BEGINNING Containing 660 acres more or less middot
Togtlhff WlH apparialnlRQ
To llaue and to Bold 1 r ff Bod th gPIWOr h-b oo-- wllfa ald a~ 1Jm U t lcwuil bullefud ol Mid land tn bull
bnp1 IIal II lo good ~hi J lwul owlori1 lo ll J con- 4JJ IonI Ml U _ vll _ n111u 11a ml fo rdd kI iiil w-lU df=rd tL ==-~~ ~e ~ Luof2J c~ of all~ wAaRUatNr
and duat old land t Ne ol cU encwnLroncu FLORIDA DOCUMENTARY STAMP TAX REQUIRED BY LAW IN THE AMOUNT OF IJVe(Sdeg1AS BEEN P bull NEWMAN C BR CKIN CLERK OKAL COU TY B DC
~0~~ ohn wbull MingerL ExecbullVice Pres-middotmiddotmiddot
IPACl ULOW 01 IKO-flgtIH VU
I HERampBY CERTIFY thn on thibull dar bdou me an officer dulr authoriud in 1hc Stilt aforuald and in the County alorruid to ukc ucknowlrd~mn11 pcnonbullllr appnrtd
John w Minger Exec Vice Pres Northgate Developnent Ompany Inc
RCD1 OCT 23 1989 NEWMAN C BRACKIN
FILElt 1058478 OKALOOSA COUNTYFL0R1DA
r Waste Management Inc of Florida
w~o11 poatollH addra U 500 Cypress Creek Road West Suite 300 Fort Lauderdale Florida 33309
I
t
I
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I 251 PM f-
CLERK i
-
EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
Affiliate Entity Report Active Legal Entities State of
Name Federal ID No Entity Type Incorporation
Modern-Mallard Energy LLC
Modesto Garbage Co Inc
Moor Refuse Inc
Mountain High Medical Disposal Services Inc
Mountain Indemnity Insurance Company
Mountainview Landfill Inc (MD)
Mountainview Landfill Inc (UD
Nassau Landfill LLC
National Guaranty Insurance Company of Vermont
New England CR LLC
New Milford Landfill LLC
New Orleans Landfill LLC
NHVT Energy Recovery Corporation
North Manatee Recycling and Disposal Facility LLC
Northwestern Landfill Inc
Nu-Way Live Oak Reclamation Inc
Oakridge Landfill Inc
Oakwood Landfill Inc
Okeechobee Landfill Inc
Ozark Ridge Landfill Inc
P amp R Environmental Industries LLC
Pacific Waste Management LLC
Palmetto Seed Capital Fund
Palo Alto Sanitation Company
Pappy Inc
Peltz HC LLC
Pen-Rob Inc
Penuelas Valley Landfill Inc
Peoples Landfill Inc
Peterson Demolition Inc
Phoenix Resources Inc
Pine Grove Landfill Inc (PA)
Pine Tree Acres Inc
PPP Corporation
ProCentury Corporation
Pulaski Grading LLC
Quail Hollow Landfill Inc
Questquill Limited
R amp B Landfill Inc
RAA Colorado LLC
RAA Trucking LLC
RCI Hudson Inc
Recycle America Co LLC
Recycle America Holdings Inc
Redwood Landfill Inc
Refuse Services Inc
Refuse Inc
Reliable Landfill LLC
Remote Landfill Services Inc
Reno Disposal Co
Resco Holdings LLC
Resource Control Composting Inc
8312010 83532 AM
57-1161216
94-1643145
33-0622768
20-2500293
03-0328445
25-1538716
76-0548746
37-1487482
36-3643755
04-3735642
76-0641312
38-3699690
02-0390004
26-0283104
52-2023458
68-0236308
25-1547187
57-0974474
25-1628636
71-0692520
04-3735653
98-0227312
57-0889130
94-1075868
52-1561430
UK-0000100
86-0504613
66-0560251
38-3406998
41-1625867
23-2483102
23-2388139
38-2544258
23-2146479
UK-0000026
76-0638043
62-1727567
98-0221631
25-1754371
20-2587942
39-2040612
04-3044820
04-3735636
72-1541913
94-1443150
59-1098850
88-0094235
73-1654400
62-1421307
88-0087833
20-0584193
04-3044833
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liilbility Company
Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Trust
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Limited Liability Company
Corporation
Delaware
California
California
Utah
Vermont
Maryland
Utah
Delaware
Vermont
Delaware
Delaware
Delaware
New Hampshi
Florida
Delaware
Delaware
South Carolin
South Carolin
Florida
Arkansas
North Carolin
Delaware
South Carolin
California
Maryland
Wisconsin
Arizona
Puerto Rico
Delaware
Minnesota
Pennsylvania
Pennsylvania
Michigan
Delaware
Ohio
Delaware
Delaware
United Kingdc
Georgia
Colorado
Wisconsin
Massachusen
Delaware
Delaware
Delaware
Florida
Nevada
Delaware
Tennessee
Nevada
Delaware
Massachusett
Page 4
Affiliate Entity Report Active Legal Entities
State of
Name Federal ID No Entity Type Incorporation
Resource Control Inc
Richland County Landfill Inc
Riegel Ridge LLC
Riverbend Landfill Co
Rolling Meadows Landfill Inc
RRT Design amp Construction Corp
RRT Empire of Monroe County Inc
RTS Landfill Inc
Rust Engineering amp Construction Inc
Rust Engineering (Thailand) Ltd
Rust International Inc
S amp J Landfill Limited Partnership
S amp S Grading Inc
S V Farming Corp
S4 Columbia Ridge Recovery LLC
S4 Energy Chambers Recovery LLC
S4 Energy Solutions LLC
Sanifill de Mexico (US) Inc
Sanifill de Mexico SA de CV
Sanifill Power Corporation
SC Holdings Inc
Serubam Servicos Urbanos E Ambientais Ltda
SES Bridgeport LLC
Shade Landfill Inc
Shanghai Environment Group Company Limited
Sierra Estrella Landfill Inc
Southern Alleghenies Landfill Inc
Southern One Land Corporation
Southern Plains Landfill Inc
Southern Waste Services LLC
Spruce Ridge Inc
Stony Hollow Landfill Inc
Suburban Landfill Inc
Terrabon Inc
Texarkana Landfill LLC
Texas Pack Rat - Austin 1 LLC
Texas Pack Rat - Dallas 1 LLC
Texas Pack Rat - Houston 1 LLC
Texas Pack Rat- Houston 2 LLC
Texas Pack Rat - Houston 3 LLC
Texas Pack Rat - San Antonio 1 LLC
Texas Pack Rat Service Company LLC
The Peltz Group LLC
The Waste Management Charitable Foundation
The Woodlands of Van Buren Inc
Thermal Remediation Solutions LLC
TNT Sands Inc
Trail Ridge Landfill Inc
T ransarnerican Waste Central Landfill Inc
Trash Hunters Inc
TrashCo Inc
Tri-County Sanitary Landfill LLC
8312010 83532 AM
04-2655361
58-1708996
56-2124210
93-0724866
76-0325383
16-1353118
16-1409567
58-1924102
63-1081016
NA-0000162
63-1081055
76-0404581
58-1858013
22-2976860
27-1892156
27-1372079
26-4136359
76-0419331
NA-0000070
76-0496422
36-2898300
NA-0000077
36-4057298
23-2886198
86-0717293
25-1249160
72-1534481
73-1384828
61-1342585
41-1591957
76-0638597
76-0638596
30-0239245
20-3668884
26-2054900
20-4572488
20-5227255
20-5227324
20-4572603
05-0545181
04-3073733
36-3791221
91-1865607
57-0937314
36-3667296
76-0463386
64-0852590
26-1885543
20-0937658
Corporation
Corporation
Limited Liability Company
Corporation Corporation
Corporation
Corporation
Corporation Corporation
Corporation
Corporation
Limited Partnership
Corporation Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Joint Venture
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Not For Profit Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Massachusett
South Carolin
North Carolim
Oregon
Delaware
Delaware
New York
Delaware
Delaware
Thailand
Delaware
Texas
West Virginia
New Jersey
Delaware
Delaware
Delaware
Delaware
Mexico
Delaware
Pennsylvania
Brazil
Delaware
Delaware
Peoples Rep1
Arizona
Pennsylvania
Delaware
Oklahoma
Delaware
Minnesota
Delaware
Delaware
Delaware
Delaware
Texas
Texas
Texas
Texas
Texas
Texas
Texas
Wisconsin
Delaware
Delaware
Oregon
South Carolin
Delaware
Delaware
Mississippi
Delaware
Delaware
Page 5
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No EntilyType Incorporation
TX Newco LLC 61-1468715 Limited Liability Company Delaware
United Waste Systems Leasing Inc 38-3324143 Corporation Michigan
United Waste Systems of Gardner Inc 04-3320949 Corporation Massachusett
USA South Hills Landfill Inc 25-1139448 Corporation Pennsylvania
USA Valley Facility Inc 23-2886199 Corporation Delaware
USA Waste Geneva Landfill Inc 34-1802751 Corporation Delaware
USA Waste Landfill Operations and Transfer Inc 76-0435557 Corporation Texas
USA Waste of California Inc 68-0306154 Corporation Delaware
USA Waste of Pennsylvania LLC 74-2921886 Limited Liability Company Delaware
USA Waste of Texas Landfills Inc 76-0322548 Corporation Delaware
USA Waste of Virginia Landfills Inc 58-1932248 Corporation Delaware
USA Waste Services of NYC Inc 11-3301808 Corporation Delaware
USA Waste-Management Resources LLC 13-3853086 Limited Liability Company New York
USA-Grine LLC 04-3735654 Limited Liability Company Delaware
UWS Barre Inc 04-3320948 Corporation Massachusett
Valley Garbage and Rubbish Company Inc 95-2090787 Corporation California
Vaporlok Technology LLC Limited Liability Company Delaware
Verns Refuse Service Inc 45-0435644 Corporation North Dakota
VFB LLC 22-3842831 Limited Liability Company New Jersey
VHG Inc UK-0000023 Corporation Minnesota
Vickery Environmental Jnc 31-1153176 Corporation Ohio
Vista Landfill LLC 59-3652174 Limited Liability Company Florida
Voyageur Disposal Processing Inc 41-1734827 Corporation Minnesota
Warner Company 51-0281233 Corporation Delaware
Warner Hill Development Company 34-1043478 Corporation Ohio
Waste Away Group Inc 63-0898842 Corporation Alabama
Waste Management Arizona Landfills Inc 86-0683003 Corporation Delaware
Waste Management Buckeye LLC 26-0076809 Limited Liability Company Delaware
Waste Management Collection and Recycling Inc 95-2621587 Corporation California
Waste Management Disposal Services of Colorado Inc 84-1004487 Corporation Colorado
Waste Management Disposal Services of Maine Inc 01-0392888 Corporation Maine
Waste Management Disposal Services of Maryland Inc 36-2898301 Corporation Maryland
Waste Management Disposal Services of Massachusetts Inc 04-2320990 Corporation Massachusett
Waste Management Disposal Services of Oregon Inc 36-3548405 Corporation Delaware
Waste Management Disposal Services of Pennsylvania Inc 23-1655318 Corporation Pennsylvania
Waste Management Disposal Services of Virginia Jnc 36-3791008 Corporation Delaware
Waste Management Financing Corporation 36-4200855 Corporation Delaware
Waste Management Holdings Inc 36-2660763 Corporation Delaware
Waste Management Inc- of Florida 59-1094518 Corporation Florida
Waste Management lndycoke LLC 81-0640497 Limited Liability Company Delaware
Waste Management International Inc 36-3255004 Corporation Delaware
Waste Management International Ltd NA-0000099 Limited Liability Company Bermuda
Waste Management Municipal Services of California Inc 77-0151385 Corporation California
Waste Management National Services Inc 760686861 Corporation Delaware
Waste Management New England Environmental Transport Inc 04-3509618 Corporation Delaware
Waste Management of Alameda County lnc 94-0727420 Corporation California
Waste Management of Alaska Inc 91-1879241 Corporation Delaware
Waste Management of Arizona Inc 86-0198265 Corporation California
Waste Management of Arkansas Inc 04-2814811 Corporation Delaware
Waste Management of California Inc 95-1735737 Corporation California
Waste Management of Canada Corporation NA-0000021 Corporation Ontario
Waste Management of Carolinas Inc 56-0731307 Corporation North Caroline
8312010 83532 AM Page 6
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No Entity Type Incorporation
Waste Management of Colorado Inc
Waste Management of Connecticut Inc
Waste Management of Delaware Inc
Waste Management of Fairless LLC
Waste Management of Five Oaks Recycling and Disposal Facility t
Waste Management of Georgia Inc
Waste Management of Hawaii Inc
Waste Management of Idaho Inc
Waste Management of lltinois Inc
Waste Management of Indiana Holdings One Inc
Waste Management of Indiana Holdings Two Inc
Waste Management of Indiana LLC
Waste Management of Iowa Inc
Waste Management of Kansas Jnc
Waste Management of Kentucky Holdings Inc
Waste Management of Kentucky LLC
Waste Management of Leon County Inc
Waste Management of Londonderry Inc
Waste Management of Louisiana Holdings One Inc
Waste Management of Louisiana LLC
Waste Management of Maine Inc
Waste Managerrient of Maryland Inc
Waste Management of Massachusetts Inc
Waste Management of Metro Atlanta Inc
Waste Management of Michigan Inc
Waste Management of Minnesota Inc
Waste Management of Mississippi Inc
Waste Management of Missouri Inc
Waste Management of Montana Inc
Waste Management of Nebraska Inc
Waste Management of Nevada Inc
Waste Management of New Hampshire Inc
Waste Management of New Jersey Inc
Waste Management of New Mexico Inc
Waste Management of New York LLC
Waste Management of North Dakota Inc
Waste Management of Ohio Inc
Waste Management of Oklahoma Inc
Waste Management of Oregon Inc
Waste Management of Pennsylvania Gas Recovery LLC
Waste Management of Pennsylvania Inc
Waste Management of Plainfield LLC
Waste Management of Rhode Island Inc
Waste Management of South Carolina Inc
Waste Management of South Dakota Inc
Waste Management of Texas Holdings Inc
Waste Management of Texas Inc
Waste Management of Tunica Landfill Inc
Waste Management of Utah Inc
Waste Management of Virginia Inc
Waste Management of Washington Inc
Waste Management of West Virginia lnc
8312010 83532 AM
84-0523684
06-1485581
51-0094505
26-3468180
37-1035820
36-3319564
76-0638599
82-0364976
36-2660859
36-4039079
36-4059574
36-4071447
42-0824220
48-0634806
36-4059575
36-4035849
36-3319565
20-5657050
36-4142119
36-4119910
01-0267739
52-0250430
04-2535063
58-1937966
38-1214786
36-2698820
36-3005295
43-0992367
36-3564773
36-3469702
88-0394159
04-2482447
36-3700143
85-0229020
36-4206797
36-3798294
25-1673264
73-0685975
93-0612655
20-2926331
25-1232336
76-0722971
36-3668109
36-2935124
46-0348394
43-1976001
75-1223528
64-0869334
87-0302156
25-1578667
36-3846342
36-3553198
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Colorado
Delaware
Delaware
Delaware
Delaware
Georgia
Delaware
Idaho
Delaware
Delaware
Delaware
Delaware
Iowa
Kansas
Delaware
Delaware
Florida
Delaware
Delaware
Delaware
Maine
Maryland
Massachusett
Georgia
Michigan
Minnesota
Mississippi
Delaware
Delaware
Delaware
Nevada
Connecticut
Delaware
New Mexico
Delaware
Delaware
Ohio
Oklahoma
Oregon
Delaware
Pennsylvania
Delaware
Delaware
South Carolin
South Dakota
Delaware
Texas
Mississippi
Utah
Virginia
Delaware
Delaware
Page7
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No Entity Type Incorporation
Waste Management of Wisconsin Inc
Waste Management of Wyoming Inc
Waste Management Partners Inc
Waste Management Recycle Asia LLC
Waste Management Recycling and Disposal Services of California
Waste Management Recycling of New Jersey LLC
Waste Management Security LLC
Waste Management Service Center Inc
Waste Management Inc
Waste Management Inc of Tennessee
Waste Resources of Tennessee Inc
Waste Services of Kentucky LLC
Waste to Energy Holdings Inc
Waste to Energy I LLC
Waste to Energy II LLC
Wastech Inc
WESI Baltimore Inc
WESI Capital Inc
WESI Peekskill Inc
WESI Westchester Inc
Westchester Resco Associates LP
Western One Land Corporation
Western Waste Industries
Western Waste of Texas LLC
Wheelabralor -Ballin1u1e LLC
Wheelabrator Baltimore LP
Wheelabrator Bridgeport LP
Wheelabrator Cedar Creek Inc
Wheelabrator Chambers Inc
Wheelabrator China Holdings Limited
Wheelabrator Claremont Company LP
Wheelabrator Claremont Inc
Wheelabrator Concord Company LP
Wheelabrator Concord Inc
Wheelabrator Connecticut lnc
Wheelabrator Culm Services Inc
Wheelabrator Environmental Systems Inc
Wheelabrator Environmental Technologies Consulting (Shanghai) (
Wheelabrator Falls Inc
Wheelabrator Frackville Energy Company Inc
Wheelabrator Frackville Properties Inc
Wheelabrator Frederick Inc
Wheelabrator Fuel Services Inc
Wheelabrator Gloucester Company LP
Wheelabrator Gloucester Inc
Wheelabrator Guam Jnc
Wheelabrator Hudson Falls LLC
Wheelabrator Lassen Inc
Wheelabrator Lisbon Inc
Wheelabrator McKay Bay Inc
Wheelabrator Millbury Inc
Wheelabrator Netherlands BV
831200 83532 AM
39-0967466
36-3828554
36-3220911
39-1977904
95-2370376
04-3735640
43-1970495
20-4017651
73-1309529
36-2935128
54-0838353
94-3429202
76-0652923
02-0519035
02-0519036
93-0936732
02-0357495
36-3861933
02-0363274
02-0360305
02-0367753
76-0688224
95-1946054
30-0239250
36-4057301
36-4057307
36-4057309
02-0443870
26-3194113
23-50847741
02-0390003
20-4284300
02-0394017
02-0393450
36-3908786
02-0442574
02-0412779
27-2548111
04-3024782
02-0393452
04-3100742
02-0442576
02-0396724
02-0391601
36-3926262
72-1541910
36-3926261
61-1167063
36-3240315
02-0412788
26-4308579
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Partnership
Limited Partnership
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Limited Partnership
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Wisconsin
Delaware
Delaware
Ohio
California
Delaware
Delaware
Delaware
Delaware
Tennessee
Tennessee
Delaware
Delaware
Delaware
Delaware
Nevada
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
California
Delaware
Delaware
Maryland
Delaware
Delaware
Delaware
Hong Kong
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Peoples Rep1
Delaware
Delaware
Delaware
Delaware
Delaware
New Jersey
Delaware
Delaware
Delaware
Delaware
Delaware
Florida
Delaware
Netherlands
Page8
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No EntifyType Incorporation
Wheelabrator New Hampshire Inc
Wheelabrator New Jersey Inc
Wheelabrator NHC Inc
Wheelabrator North Andover Inc
Wheelabrator North Broward Inc
Wheelabrator Norwalk Energy Company Inc
Wheelabrator Penacook Inc
Wheelabrator Pinellas Inc
Wheelabrator Portsmouth Inc
Wheelabrator Putnam Inc
Wheelabrator Ridge Energy Inc
Wheelabrator Saugus Inc
Wheelabrator Shasta Energy Company Inc
Wheelabrator Sherman Energy Company GP
Wheelabrator Sherman Station LLC
Wheelabrator Sherman Station One Inc
Wheelabrator South Broward Inc
Wheelabrator Spokane Inc
Wheelabrator Technologies Inc
Wheelabrator Technologies International Inc
Wheelabrator Westchester LP
White Lake Landfill Inc
Williams Landfill LLC
Willow Oak Landfill LLC
WM Arizona Ope atiur1s LLC
WM Asphalt Products LLC
WM Bagco LLC
WM Conversion Energy LLC
WM Conversion Fund LLC
WM Corporate Services Inc
WM Emergency Employee Support Fund Inc
WM Energy Resources Inc
WM Energy Solutions Inc
WM Green Squad LLC
WM GreenOps LLC
WMGTL Inc
WM GTL LLC
WM Healthcare Solutions Inc
WM Illinois Renewable Energy LLC
WM International Holdings Inc
WM International Services (UK) Limited
WM Lamp Tracker Inc
WM Landfills of Ohio Inc
WM Landfills of Tennessee Inc
WM Leasing of Arizona LLC
WM Leasing of Texas LP
WM LNG Inc
WM Mercury Waste Inc
WM Middle Tennessee Environmental Center LLC
WM Mobile Bay Environmental Center Inc
WM Nevada Renewable Energy LLC
WM of Texas LLC
8312010 83532 AM
02-0390002
02-0391598
02-0393448
36-3062971
04-3030218
02-0395269
02-0393449
36-3110153
27-1446081
36-3908789
36-3820153
13-2740971
02-0395274
02-0390349
76-0743287
02-0390312
02-0410154
02-0416522
22-2678047
36-3965264
02-0367751
38-1889893
61-1342579
20-1457518
32-0112690
27-0675171
26-4626312
26-4040670
27-1445960
27-3308922
11-3758170
27-1184260
76-0695139
26-1694369
26-4194066
26-0294424
26-0294528
20-3483524
45-0512000
76-0607203
NA-0000098
26-2748613
31-1509696
62-1462526
20-4017719
20-4017724
26-2294125
27-2289604
26-1946982
76-0638602
27-1678300
26-0428868
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
General Partnership
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Limited Liability Company
Limited Liability Company
Limited Uabllfty Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Not For Profit Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Limited Partnership
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Limited Liability Company
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Maine
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Michigan
Delaware
Georgia
Uelaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
England
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Page 9
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No Entity Type Incorporation
WM Organic Growth Jnc
WM PA Holdings LLC
WM Pack-Rat of California LLC
WM Pack-Rat of Illinois LLC
WM Pack-Rat of Kentucky LLC
WM Pack-Rat of Maryland LLC
WM Pack-Rat of Massachusetts LLC
WM Pack-Rat of Michigan LLC
WM Pack-Rat of Nevada LLC
WM Pack-Rat of Ohio LLC
WM Pack-Rat of Rhode Island LLC
WM Pack-Rat LLC
WM Partnership Holdings Inc
WM Phoenix Energy Resources LLC
WM Quebec Inc
WM RA Canada Inc
WM Recycle America LLC
WM Recycle Europe LLC
WM Renewable Energy LLC
WM Resource Recovery amp Recycling Center Inc
WM Resources Inc
WM Safety Services LLC
WM Security Seivices Inc
WM Services SA
WM Storage II Inc
WM Storage Inc
WM Texas Pack Rat LLC
WM Trash Monitor Plus LLC
WM WY Energy Resources LLC
WMI Medical Services of Indiana Inc
WMI Mexico Holdings Inc
WMNA Container Recycling LLC
WMRE of Michigan LLC
WMSALSA Inc
WMST Illinois LLC
WTI Air Pollution Control Jnc
WTI Financial LLC
WTI International Holdings Inc
wn Rust Holdings Inc
WTI UK LTD
20-4677155
27-2335935
26-0380883
26-0524082
26-2289448
26-1411856
26-1411946
26-2289484
27-0371504
262289407
26-1855760
26-0285281
36-3974344
27-2340971
NA-0000041
NA-0000172
72-1541911
20-0570245
45-0511978
26-2289538
25-1536159
20-3887188
20-3714754
NA-0000108
27-1525390
26-0285202
26-1442144
26-1436776
27-1184329
35-1724992
36-3912290
04-3735649
27-3334762
20-2580150
94-3423874
36-4110833
20-0584237
36-3908839
02-0351425
98-0336025
Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Liabflily Company
Corporation
Corporation
Limited Liability Company
Corpdration
Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Not For Profit Corporation
Limited Liability Company
Corporation
Limited Liability Comp_any
Corporation
Corporation
Corporation
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Canada
Ontario
Delaware
Delaware
Delaware
Delaware
Pennsylvania
Delaware
Delaware
Argentina
Delaware
Delaware
Delaware
Delaware
Delaware
Indiana
Delaware
Delaware
Delaware
Texas
lllinois
Delaware
Delaware
Delaware
Delaware
United Kingdc
81312010 83532 AM Page 10
----
POWER Federal Insurance Company Attn Surety DepartmentChubb OF Vigilant Insurance Company 15 Mountain View Road Surety AITORNEY Pacific Indemnity Company Warren NJ 07059
CHUBB
Know All by These Presents That FEDERAL INSURANCE COMPANY an Indiana corporation VIGILANT INSURANCE COMPANY a New York cor]Joration and PACIFIC INDEMNITY COMPANY a Wisconsin corporation do each hereby constitute and appoint Joseph Aulbert Marc W Boots Richard Covington Joy Durham Stephanie Gunderson Vickie Lacy Heather Noles P T Osburn and Maria D Zuniga of Housfon Texasmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot-middotmiddotmiddot-middotmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot--middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot
each as their true and lawful Attorneymiddot Inmiddot Fact lo execute under such designation in their names and 1o affix their corporate seals to and deliver for and on their behalf as surety thereon or otherwise bonds and undertakings and other writings obligatoiy in the nature thereof other lhan ball bonds) given or executed in the course of business and any Instruments amending or altering lhe same and consents to the modification or alteration of any instrument referred to in said bonds or obligations
In Wllness Whereof said FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY have each executed and attested these presents and affixed their corporale seals on this 17th day of August 2010
STATE OF NEW JERSEY ss
County of Somerset
On this i 7th day of August 2010 before me a Notary Public of New Jersey personally came Dawn M Chloros to me known to be Assistant Secretary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY the companies which executed the foregoing Power of Attorney and the said Dawn M Chloros being by me duly sworn did depose and say that he is Assistant Secretary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY and knows the corporate seals thereof that the seals affixed to the foregoing Power of Attorney are such corporate seals and were thereto affixed by authority of the By- Laws of said Companies and hat ha signed said Power of Attorney as Assistant Secretary of said Companies by like authority and that he Is acquainted with David B Norris Jr and knows him to be Vice President of said Companies and that the signature of David B Norris Jr subscribed to said Power of Altomey Is ln the genuine handwriting of David B Norris Jr and was thereto subscribed by authority of said By- Laws and In deponents presence
Notarial Seal
KATHERINE J ADElMR NOTARY PUBLIC OF NEW JERSEY
No 2316685 CCIIRmQlon Exp July 16 2014
CERTIFICATION Exlract from the Bymiddot Laws of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY
All powers of attorney for and on behalf of Iha Company may and shall be executed in lhe name and on behalf of the Company either by the Chairman or the President or a Vice President or an Asslslant Vice President jointly with the Secretary or an Assistan1 Secretary under their respective designations The signature of such officers may be engraved printed or lithographed The signature of each of the fotlowing officers Chairman President any Vice President any Assistant Vice Presidenl any Secretary any Assislant Secretary and the seal of the Company may be affixed by facsimile to any power of attorney or to any certificate relating thereto appointing Assistant Secretaries or Attomeys- in- Fact for purposes only of eKeculing and attesting bonds and undertakings and other writings obligatory in the nature thereof and any such power of attorney dr certificate bearing such facsimile signature or lacsimie seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimlle signature and facsimile seal shall be valid and binding upon the Company with respect to any bond or undertaking to which ii is attached
I Dawn M Chloros Assistant Secrelary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY
(the ~companies) do hereby certify Iha
(I) (H)
J31dD0
hJ (lL~ff (1j~W Dawn M Chloros Assistant Secretary
Form 15-10-02258-U (Ed 5-03) CONSENT
TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS 6
ARTICLE 2 CONTRACT PURPOSE AND TERM 12
21 PURPOSE 12
22 EFFECTIVE DATE AND COMMENCEMENT DATE 12
23 TERM 13
ARTICLE 3 COUNTY RESPONSIBILITIES 13
31 DELIVERY OF ACCEPTABLE WASTE 13
32 MANNER OF DELIVERIES 13
33 COOPERATION 13
ARTICLE 4 CONTRACTOR RESPONSIBILITIES 13
41 OWNERSHIP AND TRANSFER OF OWNERSHIP 13
42 CAPITAL IMPROVEMENTS 14
43 PERMITTING AND COMPLIANCE 15
44 ACCEPTANCEOFWASTE 15
45 OPERATING REQUIREMENTS 16
46 HOURS AND DAYS OF OPERATION 17
47 HOLIDAYS 17
48 COUNTY ACCESS 18
49 TRANSPORTATION OF ACCEPTABLE WASTE 18
410 PROCESSING OF RECYCLABLE MATERIALS 18
411 RECORDKEEPING AND REPORTING 18
412 TRANSITION 20
ARTICLE 5 CONTRACTORS COMPENSATION 20
51 BASE RATE 20
52 RATE ADJUSTMENTS 21
53 BILLING AND PAYMENT OF CONTRACTORS FEES 21
Okaloosa County Transfer Contract_ Final Page 2 of 52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS 22
61 ACCEPTABLE WASTE 22
62 SPECIAL WASTE 22
63 CONSTRUCTION AND DEMOLITION DEBRIS 22
64 RECYCLABLE MATERIALS 22
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS 23
71 COUNTY RECYCLABLE MATERIALS 23
72 OTHER RECYCLABLE MATERIALS 25
ARTICLE 8 PERFORMANCE BOND 25
ARTICLE 9 LIQUIDATED DAMAGES 25
ARTICLE 10 DEFAULT AND TERMINATION 27
ARTICLE 11 INSURANCE 28
I II CONTRACTORS INSURANCE 28
112 WORKERS COMPENSATION INSURANCE 30
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE 30
114 LIMITS OF LIABILITY 31
115 NOTICE OF CLAIMS AND LITIGATION 32
116 INDEMNIFICATION AND HOLD HARMLESS 32
117 CERTIFICATES OF INSURANCE 32
118 GENERALTERMS 33
119 UMBRELLA INSURANCE 34
ARTICLE 12 FORCE MAJEURE 34
121 INABILITY TO PERFORM 34
122 EVENTS OF FORCE MAJEURE 35
123 WRITTEN NOTIFICATION 35
Okaloosa County Transfer Contract_Final Page3 of52
ARTICLE 13 TITLE TO WASTE 36
ARTICLE 14 ARBITRATION36
141 ARBITRATION 36
142 INDEPENDENT THIRD PARTY 36
143 AMBIGUITY 37
ARTICLE 15 OTHER TERMS AND CONDITIONS 37
151 WAIVER 37
152 ASSIGNMENT OF AGREEMENT 37
153 SUBCONTRACTORS 37
154 INDEPENDENT CONTRACTOR 38
155 NON-DISCRIMINATION PROVISIONS 38
156 LAW TO GOVERN VENUE JURISDICTION 39
157 ILLEGAL PROVISIONS 39
158 MODIFICATIONS 39
159 PREPARATION OF AGREEMENT 39
1510 REMEDIES CUMULATIVE 39
1511 HEADINGS 40
1512 REPRESENTATIONS OF CONTRACTOR 40
1513 REPRESENTATIONS OF COUNTY 40
1514 REPRESENTATIVES 40
1515 NOTICES 41
1516 ENTIRE AGREEMENT 42
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT 42
EXHIBIT A SPECIAL WAS TE 43
EXHIBIT B REAL PROPERTY WARRANTY DEEDS 46
EXHIBIT C CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO
CONTRACTORS RATE 49
EXHIBIT D SAMPLE AVERAGE MARKET VALUE CALCULATION 50
Okaloosa County Transfer Contract_Final Page4 of52
SOLID WASTE TRANSFER STATION OPERATION AGREEMENT
THIS AGREEMENT is made as of this J)Paay 8~ 2010 by and
between Okaloosa County Florida (the COUNTY) a political subdivision of the State of
Florida and Waste Management Inc ofFlorida (hereinafter refened to as CONTRACTOR) a
corporation duly organized and validly existing under and by virtue of the laws of the State of
Florida and authorized to do business in the State ofFlorida
WITNESSETH
WHEREAS the COUNTY and the CONTRACTOR entered into an agreement dated as of June
2 2000 pursuant to which CONTRACTOR operates transfer stations utilizing state-of-the-rut
techniques and in accordance with the rules and regulations of the Florida Deprutment of
Environmental Protection including but not limited to 62-701801 FAC and all referenced
codes for the purpose of receiving and transporting Solid Waste to a disposal site as provided
therein and
WHEREAS such contract for Solid Waste Transfer Station Operations authorizes the renewal of
said agreement and
WHEREAS the COUNTY and CONTRACTOR desire that CONTRACTOR continue to
operate and manage transfer stations under the te1ms and conditions set fotth in this Agreement
NOW THEREFORE in consideration of the premises contained in this Agreement the patties
hereto intend to be legally bound as follows
Okaloosa County Transfer Contract_Final Page 5 of52
ARTICLE 1 DEFINITIONS
The following words and expressions ( or pronouns used in their stead) shall wherever they
appear in this Agreement be constrned as follows unless a different meaning is clear from the
context Words of the masculine gender shall be deemed and construed to include correlative
words of the feminine and neuter genders Unless the context shall otherwise indicate all words
shall include the plum as well as the singular number and the word person shall include
corporations and associations including public bodies as well as natural persons
Acceptable Waste shall mean Solid Waste including garbage rnbbish refuse residue
incidental amounts of household hazardous waste as permitted by the Florida Department of
Environmental Protection and other discarded solid or semi-solid mate1ials resulting from
domestic commercial industrial recycling resource recovery agricultural and governmental
operations Acceptable Waste also includes Bulk Waste Special Waste (except those defined
under Unacceptable Waste) and Recyclable Materials Acceptable Waste shall not include
regulated Hazardous Waste Medical Waste Biomedical Waste Biological Waste Infectious
Waste and Yard Trash
Agreement shall mean this Agreement including all attachments and amendments thereto
Authorized Representative means the Public Works Director or as othetwise designated in
writing by the Board to represent the COUNTY in the administration and supervision of this
Agreement
Biomedical Waste means any Solid Waste or liquid waste which may present a threat of
infection to humans The term includes but is not limited to non-liquid human tissue and body
parts laboratory and veterinary waste that contain human disease-causing agents used
disposable shaips human blood human blood products body fluids and other materials that in
the opinion of the Department of Health and Rehabilitative Services represent a significant risk
of infection to persons outside the generating facility
Biological Waste means Solid Waste that causes or has the capability of causing disease or
infection and includes but is not limited to Biomedical Waste diseased or dead animals and
other wastes capable of transmitting pathogens to humans or animals
Okaloosa County Transfer Contract_Final Page 6 of52
Board shall mean the Board of County Commissioners of Okaloosa County Florida which is
the governing body of the COUNTY
Bulk Waste shall mean any waste that requires additional management due to its bulk or
weight and shall include Household Furniture treated lumber Electronics bicycles push type
lawn mowers with all oil and gas drained automotive tires and White Goods Bulk Waste does
not include any form of matter or debris resulting from tree removal land clearing land
development or Special Waste as defmed herein
Commencement Date means the first day of the month following the Effective Date of this
Agreement
Commercial Business Establishment means any establishment other than a residential
dwelling apartment complex condominium complex or trailer park and shall be and shall
include but not be limited to all retail professional wholesale and industrial facilities
manufacturing facilities non-profit enterprises governmentalpublic agencies and any other
commercial enterprises offering goods or services to the public
Commercial Waste means any Acceptable Waste generated at a Commercial Business
Establishment
Construction and Demolition Debris means discarded materials generally considered to be
not water-soluble and nonhazardous in nature including but not limited to steel glass brick
concrete asphalt roofing material pipe gypsum wallboard and lumber from the construction or
destruction of a structure as paii of a construction or demolition project or from the renovation of
a structure and including rocks soils tree remains trmiddotees and other vegetative matter that
nmmally results from land clearing or land development operations for a construction project
including such debris from construction of structures at a site remote from the construction or
demolition project site Mixing of Construction and Demolition Debris with other types of Solid
Waste will cause it to be classified as other than Construction and Demolition Debris The term
also includes
(a) Clean cardboard paper plastic wood and metal scraps from a construction project
Okaloosa County Transfer Contract_Final Page7 of52
(b) Except as provided ins 403707(9)(j) Florida Statutes unpainted nontreated wood
scraps from facilities manufacturing materials used for construction of structures or
their components and unpainted nontreated wood pallets provided the wood scraps
and pallets are separated from other Solid Waste where generated and the generator
of such wood scraps or pallets implements reasonable practices of the generating
industry to minimize the commingling of wood scraps or pallets with other Solid
Waste and
(c) De minimus amounts of other nonhazardous wastes that are generated at
construction or destruction projects provided such amounts are consistent with best
management practices of the industry
Contract Year means the time from the Commencement Date through March 31 2012 and
each calendar year thereafter
Costs shall mean the costs of labor materials supplies major rental equipment and tools
other direct costs and allocable indirect costs such as fringe benefits general and administrative
expenses and indirect labor costs
COUNTY shall mean Okaloosa County Florida acting by and tlnmiddotough its Board of County
Commissioners
CPI as used herein shall be the revised Consumer Price Index for All Urban Consumers South
Urban for all items not seasonally adjusted published by the Bureau of Labor Statistics US
Department of Labor 1984-82 = 100 In the event the US Department of Labor Bureau of
Labor Statistics ceases to publish the CPI the parties hereby agree to substitute another equally
authoritative measure of change in the purchasing power of the US dollar as may be then
available
Day shall mean one calendar day when used in this Agreement
Effective Date means the date this Agreement becomes effective when executed by the
parties or when the Board adopts the Ordinance establishing the rates specified herein
whichever later occurs
Okaloosa County Transfer Contract_Final Page 8 of52
Electronics means computers monitors keyboards nnce termmals printers modems
scanners cell phones televisions and copiers and other electronic equipment as directed by the
COUNTY
Franchise Area means the specifically described geographic areas exclusively assigned to a
franchisee for the purpose of residential Solid Waste Yard Trash and Bulk Waste Collection
and if applicable Recyclable Material Collection pursuant to the COUNTYs Residential Solid
Waste and Recycling Collection Franchise Agreement
Fuel Index as used herein shall be the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low
Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) published by the US
Department of Energy Energy Information Administration In the event the US Department of
Energy Energy Information Administration ceases to publish the fuel prices the parties hereby
agree to substitute another equally authoritative measure of change in the purchasing power of
the US dollar as may be then available
Hazardous Waste means Solid Waste or a combination of Solid Wastes (even though it may
be part of delivered load of waste) which because of its quantity concentration or physical
chemical or infectious characteristics may cause or significantly contribute to an increase in
mortality or an increase in serious irreversible or incapacitating reversible illness or may pose a
substantial present or potential hazard to human health or environment when improperly
transported disposed of stored treated or otherwise managed Hazardous Waste shall include
all such waste as defined by the Rules of the Florida Department of Environmental Protection
Chapter 62-730 FAC or 40 Code ofFederal Regulations 261 or both as either or both may be
amended from time to time and to the extent either or both is applicable to the disposal of waste
in Florida Hazardous Waste is not intended to include de minimus amounts of household
hazardous wastes as defined by FAC 62-701100
Household Furniture means all movable compactable articles or apparatus such as chairs
tables sofas mattresses etc for equipping a house
Okaloosa County Transfer Contract_Final Page9 of52
Incorporated Municipalities means those duly Incorporated Municipalities in Okaloosa
County consisting of Cinco Bayou Crestview Destin Fort Walton Beach Laurel Hill Mary
Esther Niceville Shalimar and Valpariso
Independent Third Party means a qualified party mutually acceptable to both the COUNTY
and the CONTRACTOR
Infectious Waste means those wastes which may cause disease or may reasonably be
suspected of harboring pathogenic organisms Included are wastes resulting from the operation
of medical clinics hospitals and other facilities producing wastes which may consist of but are
not limited to diseased human and animal parts contaminated bandages pathological
specimens hypodermic needles contaminated clothing and surgical gloves
Merchant Waste means Acceptable Waste that was collected from locations outside the
COUNTY jurisdictional boundaries Merchant Waste does not include Co=ercial Waste
generated within unincorporated areas of the COUNTY or within Incorporated Municipalities
Recyclable Materials means those materials which are capable of being recycled and which
would otherwise be processed or disposed of as Solid Waste Recyclable Materials shall include
newspapers (including inse1ts ) conugated cardboard mixed paper (including brown paper bags
magazines phonebooks junk mail white and colored paper shredded paper in a bag and
paperboard) aluminum plastic containers and bottles marked with SPI codes 1-7 glass bottles
and jars tin and ferrous cans polycoated containers and other Solid Waste materials added upon
Agreement between the COUNTY and the CONTRACTOR when such materials have been
either dive1ted from the remaining Solid Waste stream or removed prior to their entry into the
remaining Solid Waste stream
Recycling Facility means the facility located adjacent to the Fort Walton Beach Transfer
Station at which Recyclable Materials are delivered for processing andor transport
Required Turn Back Condition means reasonable wear and tear co=ensurate with the time
of use and considering the CONTRACTORs responsibilities for maintenance repair and
replacement
Okaloosa County Transfer Contract_Final Page 10 of52
Solid Waste means garbage rubbish refuse trash clean debris or other similar discarded
material resulting from domestic industrial commercial mining agricultural or governmental
operations It excludes Yard Trash Bulk Waste Recyclable Materials and Special Waste
Special Waste means wastes that can require special handling and management but are not
considered Bulk Waste that are not accepted at a landfill or other disposal facility or that are
accepted at a landfill or other disposal facility at higher rates than are charged for refuse
including but not limited to wastes outlined in Exhibit A
Subcontractor shall mean a person firm or corporation other than employees of
CONTRACTOR who or which contracts with CONTRACTOR to furnish or actually furnishes
labor materials andor equipment for the Facility
Ton means a sh01i ton 2000 pounds (9078 metric tons)
Transfer Stations means the facilities currently located at 630 Martin Luther King Jr Blvd
(Fort Walton Transfer Station) and at the Baker Landfill (Baker Transfer Station) in Okaloosa
County capable of receiving Acceptable Waste for further transfer to a disposal facility for
ultimate disposition
Unacceptable Waste shall mean wastes that are not accepted for Class I disposal These
materials include Infectious Waste and Hazardous Wastes as defined above those wastes
excluded from the definition of Acceptable Wastes and materials exhibiting the following
characteristics
(a) Hazardous placards or markings
(b) Liquids
( c) Powders or dusts
(d) Drums or commercial size containers
( e) Chemical odors
Other unacceptable materials include
(a) Asbestos containing wastes
(b) Ash
Okaloosa County Transfer Contract_Final Page 11 of52
( c) Fluorescent light bulbs
( d) Mercury containing devices
(e) Whole tires
(f) Liquid Wastes
White Goods means discarded washers dryers refrigerators ranges microwave ovens water
heaters freezers small air conditioning units and other similar domestic large appliances
Yard Trash means vegetative matter resulting from landscaping maintenance including
accumulation of lawn grass shrubbery cuttings or clippings and dry leaf rakings palm fronds
small tree branches bushes or shrubs green leaf cuttings fruits or other matter usually created
as refuse in the care of lawns and yards Yard Trash does not include treated wood or any form
of matter or debris resulting from tree removal land clearing land development building
demolition home improvement or waste generated by tree surgeons
ARTICLE 2 CONTRACT PURPOSE AND TERM
21 PURPOSE
The pmpose of this Agreement is to establish the terms and conditions under which
CONTRACTOR shall manage operate and maintain the Transfer Stations
22 EFFECTIVE DATE AND COMMENCEMENT DATE
This Agreement shall become effective when executed by the paities or when the Board
adopts the Ordinance establishing the rates specified herein whichever later occurs The
Commencement Date of service shall be the first Day of the month following the
Effective Date of this Agreement
Okaloosa County Transfer Contract_Final Page 12 of52
23 TERM
The term of this Agreement shall commence on the Effective Date and end on March 31
2016 The term of this Agreement may be renewed for one (1) additional term of five (5)
years commencing at the end of the initial te1m by mutual agreement of the parties
ARTICLE 3 COUNTY RESPONSIBILITIES
31 DELIVERY OF ACCEPTABLE WASTE
The COUNTY or others authorized by the COUNTY shall deliver Acceptable Waste to
the Transfer Stations and Recyclable Materials to the Recycling Facility
32 MANNER OF DELIVERIES
The COUNTY shall grant to CONTRACTOR reasonable authority to deny admission to
the Transfer Stations of any vehicle carrying refuse which may leak spill or allow waste
to be blown or scattered about the Transfer Stations before unloading at the site
33 COOPERATION
COUNTY shall cooperate with CONTRACTOR in CONTRACTORs efforts to obtain
and renew all required permits licenses and approvals shall not appear as an objector in
any proceeding to consider the granting or renewal of such permits licenses or approvals
and shall promptly and reasonably consider any applications by CONTRACTOR
ARTICLE 4 CONTRACTOR RESPONSIBILITIES
41 OWNERSHIP AND TRANSFER OF OWNERSHIP
411 Throughout the full term of this Agreement the CONTRACTOR shall retain
ownership of the Transfer Stations and Recycling Facility At the conclusion of
the full term of the Agreement or in the event of CONTRACTOR default and
Okaloosa County Transfer Contract_Final Page 13 of52
termination by the COUNTY the Baker Transfer Station and all real property at
the Fort Walton Beach Transfer Station and Recycling Facility will be wholly
owned by the COUNTY and CONTRACTOR shall convey in Required Tum
Back Condition good and marketable title to the same to the COUNTY free and
clear of all liens or other encumbrances For the purposes of this Agreement real
property means the Fort Walton Beach Transfer Station and Recycling Facility
property as defined by the warranty deeds in Exhibit B and all physical buildings
and structures thereon including all equipment and fixtures with the exception of
rolling stock
412 In order to establish the Required Turn Back Condition of all real property at the
Transfer Stations and Recycling Facility and the need for repairs or replacements
if any the COUNTY and the CONTRACTOR shall conduct a joint inspection(s)
of the Facilities sites and buildings to include the utilities no later than thirty
(30) Days after the Effective Date of this Agreement The COUNTY and the
CONTRACTOR shall develop a list of any necessary repairs or replacements that
the CONTRACTOR is responsible for paying for andor performing such repairs
or replacements and establish a schedule for completing such work The
condition of the Facilities sites and buildings following completion of such
repairs and replacements shall be the Required Tum Back Condition allowing for
normal wear and tear commensurate with the time of use and considering the
CONTRACTORs responsibilities for maintenance repair and replacement
413 The CONTRACTOR shall maintain and convey at the conclusion of the full term
of this Agreement all real property at the Transfer Stations and Recycling Facility
to the COUNTY in Required Turn Back Condition The COUNTY shall notify
the CONTRACTOR of any deficiencies in the Required Tum Back Condition
and CONTRACTOR shall remedy such deficiencies
42 CAPITAL IMPROVEMENTS
The CONTRACTOR shall be solely responsible for the cost of all capital improvements
to the Transfer Stations and Recycling Facility
Okaloosa County Transfer Contract_Final Page 14 of 52
43 PERMITTING AND COMPLIANCE
The CONTRACTOR shall be responsible for obtaining and maintaining permits
approvals and licenses as are requrred for the operation of the Transfer Stations and
Recycling Facility CONTRACTOR shall operate the facilities in compliance with all
requirements of Federal State and local laws rules ordinances and regulations
applicable to the management of such facilities and as contained in the permits issued
relative to the facilities CONTRACTOR and the COUNTY agree to cooperate fully with
one another within reason in all efforts undertaken pursuant to this paragraph The
CONTRACTOR shall be responsible at its sole cost for the payment of all fines
penalties and citations that the CONTRACTOR may incur
44 ACCEPTANCE OF WASTE
In accordance with applicable operational protocol established by the CONTRACTOR
and with the approval of the COUNTY CONTRACTOR shall provide operate and
maintain facilities for the receipt of Acceptable Waste brought to the Transfer Stations
441 Acceptable Waste The CONTRACTOR shall process Acceptable Waste received
at the Transfer Stations in accordance with applicable Federal State and local
regulations and in a manner which would not be likely to pose a threat to public
health and safety
442 Special Waste CONTRACTOR shall implement a program to identify and
manage Special Waste Any testing or additional charges for the receipt handling
and disposal of Special Waste shall be as agreed between the CONTRACTOR
and the generator or transpmier of the Special Waste
443 Unacceptable Waste The CONTRACTOR shall exercise its best efforts to avoid
the acceptance of Unacceptable Waste at the Transfer Stations The
CONTRACTOR shall process Unacceptable Waste received at the Transfer
Stations in accordance with applicable Federal State and local laws rules
ordinances and regulations and in a manner which would not be likely to pose a
threat to public health and safety The CONTRACTOR shall indemnify the
Okaloosa County Transfer Contract_Final Page 15 of 52
COUNTY for any liability claim or damages imposed as a consequence of
CONTRACTORs failure to process such material in accordance with applicable
Federal State or local regulations Any testing required or additional charges
imposed for the receipt handling and disposal of Special Waste shall be as agreed
between the CONTRACTOR and the generator or transporter of the Unacceptable
Waste
45 OPERATING REQUIREMENTS
451 The CONTRACTOR will provide at CONTRACTORs expense all the utilities
used in operating the Transfer Stations and Recycling Facility At the Baker
Transfer Station the CONTRACTOR shall pre-treat leachate to a pH between 60
and 85 The COUNTY shall transport the treated leachate for further treatment
and disposal
452 The CONTRACTOR shall be responsible for the maintenance and repair of all
real property at the Transfer Stations and Recycling Facility in accordance with
industry and operational standards It shall also be the CONTRACTORs
responsibility to replace all or part of the property fixtures machinery
improvements and equipment as required to maintain the operation and
performance of the Transfer Stations and Recycling Facility including facility
expansion necessary to accommodate increased throughput The CONTRACTOR
shall maintain and or replace as appropriate all rolling stock utilized by the
CONTRACTOR in performance of this Agreement
453 The CONTRACTOR shall specifically establish a procedure for monitoring the
wear on the waste receiving floors and shall establish a repair procedure before
the wear has progressed to the point that further wear could jeopardize the
renewal of the floor surface or involve replacement of the steel reinforcement in
the floor The floor shall be resurfaced by the CONTRACTOR at least once
during the te1m ofthis Agreement
Okaloosa County Transfer Contract_Final Page 16 of 52
454 The CONTRACTOR shall remove Solid Waste from the transfer station tipping
floors in accordance with its operating permits
455 The CONTRACTOR shall operate the facilities to allow for a turnaround time of
not greater than twenty (20) minutes for vehicles delivering waste or Recyclable
Materials
456 The Transfer Stations and Recycling Facility will be maintained in a neat clean
and attractive manner consistent with its function and present a positive public
appearance
457 The CONTRACTOR shall control litter at the Transfer Stations and Recycling
Facility sites Adequate litter control is defined as minimizing litter leaving the
site and the collection of off-site and on-site litter at the end of eve1y business
day
458 The CONTRACTOR shall separate tires White Goods and Electronics delivered
to the Transfer Stations from other waste and place them in separate containers as
provided by the COUNTY
46 HOURS AND DAYS OF OPERATION
The Transfer Stations and Recycling Facility will be open to the public from 600 am
until 500 pm Monday through Friday and 600 am until 1200 noon Saturday The
COUNTY reserves the right to alter the operating hours of the facilities The
FRANCillSEE and COUNTY agree to negotiate a reasonable rate adjustment if such
change in operating hours affects operating costs
47 HOLIDAYS
The CONTRACTOR will close the Transfer Stations and Recycling Facility on the
following holidays New Years Day Thanksgiving and Clumiddotistmas
Okaloosa County Transfer Contract_Final Page 17 of 52
48 COUNTY ACCESS
The CONTRACTOR shall afford reasonable access at any reasonable time to the
Transfer Stations and Recycling Facility by the COUNTY its authorized agents or public
authorities having regulatory jurisdiction over the facilities Such visits shall be
conducted in a manner so as to cause minimum interference with the performance of
CONTRACTOR s responsibilities hereunder All persons conducting such visits shall
provide appropriate identification and shall comply with CONTRACTORs established
safety rules and regulations
49 TRANSPORTATION OF ACCEPTABLE WASTE
The CONTRACTOR shall be responsible for all transportation of Acceptable Waste
except White Goods and tires once it has been accepted for disposal at the Transfer
Stations The CONTRACTOR shall transport Electronics to the COUNTY facility
designated by Authorized Representative The CONTRACTOR may transpmt
Constmction and Demolition Debris to a permitted facility of its choosing The
CONTRACTOR shall transpmt all other Acceptable Waste to the Spring Hill Regional
Landfill and shall have the duty to ensure that the transportation will be performed in
accordance with applicable regulations and will be prompt safe and efficient Upon
approval by the Authorized Representative the CONTRACTOR may transpmt
Acceptable Waste to a different permitted facility If such facility is closer to Okaloosa
County than the Spring Hill Regional Landfill the CONTRACTOR and COUNTY shall
negotiate a co=ensurate rate adjustment
410 PROCESSING OF RECYCLABLE MATERIALS
The CONTRACTOR shall be responsible for all transportation and processmg of
Recyclable Materials accepted at the Recycling Facility
411 RECORDKEEPING AND REPORTING
4111 The CONTRACTOR records required herein shall be maintained in electronic
database format utilizing Microsoft software or in a format approved by the
Okaloosa County Transfer Contract_Final Page 18 of 52
Authorized Representative The databases shall be readily available for inspection
by the COUNTY at any time during normal operating hours and information in
the records shall be shared with the COUNTY upon request
4112 The CONTRACTOR shall weigh and record all inbound and outbound vehicles
carrying materials including transfer trucks at the Fort Walton Beach Transfer
Station and Recycling Facility Each vehicle delivering waste or Recyclable
Materials shall be properly identified and authorized in a manner satisfactory to
the COUNTY and CONTRACTOR Weights of all waste and Recyclable
Materials shall be recorded in the COUNTYs WasteWorks system
4113 The weight of Acceptable Waste and Recyclable Materials shall be determined
using the weigh scales at the facility The CONTRACTOR shall at regular
intervals test the accuracy of the weigh scales such testing shall occur at least
once every ninety (90) Days The test records for the term of this Agreement shall
be kept on file in the scale house at the facility
4114 The CONTRACTOR shall maintain the original weight records that identify the
vehicles the time of weighing( s) and the tare weights of the vehicles for a period
of five (5) years after which CONTRACTOR may dispose of such records The
CONTRACTORs records so developed will be used as a basis for calculating
quantities of waste and Recyclable Materials and shall be subject to review
including spot checking by the COUNTY at its discretion on site or made
available to the COUNTY at such times as it may reasonably request Required
records in this category include but are not limited to itemized statements of the
amount of Acceptable Waste delivered to the Transfer Stations as further defmed
in Article 4
4115 The COUNTY shall be entitled to have its designated representatives at the
Transfer Stations and Recycling Facility at all times and CONTRACTOR shall
designate a suitable site for an office if required by COUNTY The COUNTY
shall further have the right to station its employees at all weigh scales to verify the
Okaloosa County Transfer Contract_Final Page 19 of52
correctness of the weight records and the CONTRACTOR shall provide
reasonable space for said employees
4116 The CONTRACTOR shall provide the Authorized Representative with its internal
tonnage report which shall include all waste delivered to the Transfer Stations
and all Recyclable Materials delivered to the Recycling Facility Tonnage shall
be broken down by material type and source of generationdelivery with all waste
and Recyclable Materials collected within the COUNTYs Franchise Area clearly
noted For Recyclable Materials collected within the COUNTYs Franchise Area
the CONTRACTOR shall provide an estimate of the breakdown of such material
by commodity Such report shall be submitted in electronic format within seven
(7) Days after the end of each month
412 TRANSITION
4121 The CONTRACTOR shall cooperate with the COUNTY or its designated
contractor during any transition period at the end of this Agreement Such
cooperation includes but is not limited to allowing site visits of the facilities by
the COUNTY or its contractor with advance notice and ensuring all facilities are
in Required Tum Back Condition pursuant to Paragraph 41
4122 The CONTRACTOR shall transfer all active facility permits for the Transfer
Stations and Recycling Facility to the COUNTY or its designated contractor as
requested by the COUNTY in a timely manner so as to avoid any disruption of
service
ARTICLES CONTRACTORS COMPENSATION
51 BASE RATE
The combined total rate for Acceptable Waste handling transportation and disposal paid
to the CONTRACTOR by the COUNTY shall be $3677 per Ton ofrep011ed and verified
waste receipts with the exception of Recyclable Materials Special Waste or
Okaloosa County Transfer Contract_Final Page20 of52
Construction and Demolition Debris managed at the facilities This rate shall take effect
on the Commencement Date of this Agreement and shall continue without adjustment
through September 30 2011
52 RATE ADJUSTMENTS
On October I 2011 and October 1 of each subsequent Contract Year of this Agreement
the CONTRACTORs base rate as provided in Paragraph 51 shall be adjusted
accmding to the following methodology as further explained in Exhibit C seventy
percent (70) of the rate shall be adjusted based on seventy-five percent (75) of the
percentage change in the CPI for the twelve (12) months ending on the preceding June
30ili and thirty percent (30) of the rate shall be adjusted based on the percent change in
the US Department of Energy Fuel Index for the previous twelve (12) months ending on
the preceding June 30ili The total rate adjustment each year may not exceed two percent
(2) of the previous years rates
53 BILLING AND PAYMENT OF CONTRACTORS FEES
531 CONTRACTOR shall keep records of all Acceptable Waste received at the
Transfer Stations as described herein
532 CONTRACTOR shall invoice the COUNTY monthly for the handling
transportation and disposal fees as set forth herein for Acceptable Waste
received at the Transfer Stations This invoice must include detailed information
regarding waste receipts including Solid Waste Bulk Waste Special Waste
Recyclable Material Unacceptable Waste and Merchant Waste in a format
approved by the Authorized Representative Only waste receipts reported using
this format and verified by the COUNTY will be paid COUNTY shall pay such
invoices within thirty (30) Days from the date of invoice or request additional
info1mation if adequate information is not provided
Okaloosa County Transfer Contract_Final Page 21 of52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS
COUNTY shall be responsible for the setting and collection of charges associated with all waste
receipts except as provided herein
61 ACCEPTABLE WASTE
The rates charged for Acceptable Waste will be as established by COUNTY Ordinance
No 00-08 and any amendments thereto If a waste load is too small to be accurately
weighed by the Transfer Stations weigh scales a flat rate shall be charged to the
customer per vehicle as established by COUNTY Ordinance No 00-08 and any
amendments thereto
62 SPECIAL WASTE
CONTRACTOR shall be responsible for setting rates associated with Special Waste
63 CONSTRUCTION AND DEMOLITION DEBRIS
CONTRACTOR shall use its best efforts to deliver a mmnnum of 1000 Tons of
Construction and Demolition Debris (CampD) per month to the Transfer Stations
collectively The COUNTY shall charge the CONTRACTOR a Ten Dollar ($1000) per
Ton host fee for all CampD material delivered to the Transfer Stations This CampD material
shall not be subject to any additional charges or Costs including tipping fees by the
COUNTY to the CONTRACTOR
64 RECYCLABLE MATERIALS
Recyclable Materials delivered by or on behalf of the COUNTY Incorporated
Municipalities or by private citizens directly or collected by the CONTRACTOR from
Commercial Business Establishments in the COUNTY will be accepted at no charge
The CONTRACTOR may negotiate Recyclable Materials processing fees with other
entities delivering such materials to the Recycling Facility
Okaloosa County Transfer Contract_ Final Page22 of52
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS
71 COUNTY RECYCLABLE MATERIALS
The CONTRACTOR shall pay the COUNTY revenue for each Ton of Recyclable
Materials delivered by or on behalf of the COUNTY to the Recycling Facility as follows
711 Each month the CONTRACTOR shall calculate the Average Market Value
(AMV) of Recyclable Materials defined as the sum of commodity prices (US
Dollar per Ton) posted on the first week of the month for the Southeast USA in
SecondaryMaterialsPricingcom and SecondaryFiberPricingcom multiplied by
the composition of the Recyclable Materials as defmed in Table 1 Exhibit D
provides an example ofthis calculation
Table 1
Composition ofRecyclable Materials and Market Indexes for Determining AMV
lVIaterial Index Description Percentale Newspaper (ONP) PSI 8 Baled FOB sellers dock 5260 Corrugated Cardboard (OCC) PSI 11 Baled FOB sellers dock 1130 Mixed Paper PSI 1 Baled FOB sellers dock 460 Aseptic Containers NIA 000 Aluminum Cans Aluminum Cans Sorted and Baled Delivered 170 Steel Cans Steel Cans Sorted and Baled Delivered 230 PET PET Baled Picked Up 460 HDPE (Natural) Natural HDPE Baled Picked Uo 090 HDPE (Colored) Colored HDPE Baled Picked Up 180 Clear Glass Flint Delivered 830 Green Glass Green Delivered 450 Brown Glass Amber Delivered 490 Contamination NIA 250
712 Each month the CONTRACTOR shall pay revenue to the COUNTY based on
the AMV equal to the total Tons of Recyclable Materials delivered by or on
behalf of the COUNTY multiplied by the revenue payment in Table 2 The
revenue payment in Column A will be in effect through March 31 2013 and that
in Column B will be in effect after that date If a Mate1ials Recovery Facility
Okaloosa County Transfer Contract_Final Page23 of52
(MRF) is developed by the CONTRACTOR within a 200 mile radius of the
COUNTY prior to March 31 2013 the revenue payment in Column B will go
into effect when such MRF becomes operational
Table 2
Per Ton Revenue Payment to COUNTY Based on AMV
Avera2e Market Value COLUMN A COLUMNB
Low Hi2h
Revenue Payment to COUNTY ($Ton)
until March 31 2013
Revenue Payment to COUNTY($Ton)
after March 31 2013 lt$8001 $9000 $2000 $2000
$9001 $10000 $2000 $2500
$10001 $11000 $2000 $3000 $11001 $12000 $2000 $3500
$12001 $13000 $2500 $4000
$13001 $14000 $3000 $4500 $14001 $15000 $3500 $5000 $15001 $16000 $4000 $5500 $16001 $17000 $4500 $6000
$17001 $18000 $5000 $6500 $18001 $19000 $5500 $7000 $19001 $20000 $6000 $7500
$20001 $21000 $6500 $8000 $21001 $22000 $7000 $8500
$22001 gt$23000 $7500 $9000
713 No later than the fifteenth (15th) Day of each month the CONTRACTOR shall
submit a Monthly Payment Report in a format approved by the Authorized
Representative for the previous calendar month detailing the calculation of each
revenue payment and the total revenue payment due to the COUNTY Said
revenue payment shall be remitted to the COUNTY within thirty (30) Days from
the end of the month for which the payment is being made
714 The CONTRACTOR may request a study to measure the composition of
Recyclable Materials utilized to calculate the AMV pursuant to Paragraph 7 1
Okaloosa County Transfer Contract_Final Page 24 of52
Table I of this Agreement such request being subject to approval by the
COUNTY If approved by the COUNTY the CONTRACTOR and COUNTY
shall jointly develop a methodology and cost estimate to conduct the composition
study The final methodology and selection of the Independent Third Party to
conduct the study must be approved by the Authorized Representative The
parties shall share equally in paying for the cost of the study Study results are
subject to final approval by the Authorized Representative Once approved
adjustments to the composition of Recyclable Materials shall become effective for
the following month and remainder of the term of the Agreement or until further
adjusted in accordance with this article
72 OTHER RECYCLABLE MATERIALS
The CONTRACTOR will remit $20 per Ton of Recyclable Material received at the
Recycling Facility that is not subject to Paragraph 71 with the exception of Recyclable
Materials not generated in Okaloosa County
ARTICLE 8 PERFORMANCE BOND
The CONTRACTOR shall furnish to the COUNTY a performance bond issued by a surety
licensed to do business in the State of Florida for the faithful performance of the Agreement and
all obligations arising hereunder The performance bond shall be made payable in favor of
Okaloosa County Florida or in lieu thereof pay to the COUNTY the sum of $200000000 A
complete bond shall be issued at least thirty (30) Days prior to the Commencement Date of this
Agreement
ARTICLE 9 LIQUIDATED DAMAGES
If the CONTRACTOR does not substantially fulfill its obligations under this Agreement the
COUNTY shall provide written notice to the CONTRACTOR of specific areas of deficiency
Examples of such deficiencies include but are not limited to the following
Okaloosa County Transfer Contract_Final Page 25 of 52
(a) Violation of environmental laws
(b) Inadequate litter control at the Transfer Stations andor the Recycling Facility Adequate
litter control is defined as minimizing litter leaving the site and the collection of off-site
and on-site litter at the end of every business day
(c) Failure to remove Solid Waste from the transfer station tipping floor in accordance with
FRANCHISEEs operating permits
(d) Other conditions created by the CONTRACTOR that could impact public health and
safety and
(e) Poor maintenance of the Transfer Stations and Recycling Facility and equipment
resulting in a poor public image of the facilities
The CONTRACTOR shall initiate reasonable steps to correct these deficiencies within seventyshy
two (72) hours of written notice If the CONTRACTOR does not initiate reasonable steps within
seventy-two (72) hours the COUNTY may at its discretion impose liquidated damages of $500
per Day until deficiencies are satisfactorily con-ected as determined by the COUNTY If the
CONTRACTOR has not con-ected these deficiencies within thirty (30) Days of receipt of written
notice the CONTRACTOR will be considered in default of the Agreement and the COUNTY
may terminate this Agreement and recover damages in the full amount of the performance bond
The COUNTY may assess liquidated damages pursuant to this Aliicle on a monthly basis and
shall at the end of each month notify the CONTRACTOR in writing of the liquidated damages
assessed and the basis for each assessment In the event the CONTRACTOR wishes to contest
such assessment(s) the CONTRACTOR shall within five (5) Days after receiving such notice
request in writing an opportunity to be heaimiddotd by the Board and present its defense to such
assessment(s)
The COUNTYs Authorized Representative shall notify the CONTRACTOR in writing of any
action taken with respect to CONTRACTORs claims and the decision of the Board will be final
Okaloosa County Transfer Contract_Final Page 26 of 52
ARTICLE 10 DEFAULT AND TERMINATION
The COUNTY may terminate this Agreement except as otherwise provided below in this
paragraph by giving CONTRACTOR fifteen (15) Days advance written notice upon the
happening of any one of the following events
(a) The CONTRACTOR fails to remedy deficiencies as noted in Article 9 within
thirty (30) Days of receipt ofwritten notice by the COUNTY
(b) The CONTRACTOR takes the benefit of any present or future insolvency statute
or shall make a general assigmnent for the benefit of creditors or file a voluntary
petition in bankruptcy or a petition or answer seeking readjustment of its
indebtedness under the Federal United States or any state thereof or consent to
the appointment or a receiver trustee or liquidator of all or substantially all of its
property or
(c) By order or decree of a court the CONTRACTOR shall be adjudged bankrupt or
an order shall be made approving a petition filed by any of its creditors or by any
of the Stockholders of the CONTRACTOR seeking its reorganization or the
readjustment of its indebtedness under federal bankrnptcy laws or under any law
of statute of the United States or of any state thereof provided that if any such
judgment is stayed or vacated within sixty ( 60) Days after the entry thereof any
notice of cancellation shall be and become null void and of no effect or
(d) By or pursuant to or under authority of any legislative act resolution or rule or
any order or decree of any cornt or government board agency or office having
jurisdiction a receiver trustee or liquidator shall take possession or control of all
or substantially all of the property of the CONTRACTOR and such possession of
control shall continue in effect for a period of sixty ( 60) Days or
(e) The CONTRACTOR shall voluntarily abandon desert or discontinue its
operation hereunder granted
Okaloosa County Transfer Contract_Final Page 27 of52
Then such shall be considered a material breach of this Agreement and the Authorized
Representative shall notify the CONTRACTOR in writing of the breach If within a period of
fifteen (15) Days the CONTRACTOR has not eliminated the conditions considered to be a
breach of contract or having so co=enced shall fail thereafter to continue with diligence the
cming thereof the Authorized Representative shall notify the Board
After these fifteen (15) Days the COUNTY can cause the CONTRACTOR to be obligated to pay
the COUNTY the amount specified in the bond and has the authority to terminate this
Agreement
ARTICLE 11 INSURANCE
111 CONTRACTORS INSURANCE
1111 The CONTRACTOR shall not co=ence any work in connection with this
Agreement until he has obtained all required insurance and such insurance has
been approved by the Okaloosa County Risk Management Director
1112 All insurance policies shall be with insurers licensed to do business in the State of
Florida and any insuring company is required to have a rnininimn rating of A
Class X in the Best Key Rating Guide published A M Best amp Co Inc
1113 All insurance shall include the interest of all entities names in and its respective
agents consultants servants and employees of each and all other interests as may
be reasonably required by Okaloosa County as Additional Insured The coverage
afforded the Additional Insured under this policy shall be primary insurance If
the Additional Insured have other insurance that is applicable to the loss such
other insurance shall be on an excess or contingent basis The amount of the
companys liability under this policy shall not be reduced by the existence of such
other insurance
Okaloosa County Transfer Contract_Final Page 28 of 52
1114 The County of Okaloosa shall be listed as Additional Insured by policy
endorsement on all insurance contracts applicable to this Agreement except
Workers Compensation and Professional Liability
1115 The County of Okaloosa shall be furnished proof of coverage by certificates of
insurance (COI) and endorsements for every applicable insurance contract
required by this Agreement The COI s and policy endorsements must be
delivered to the Autho1ized Representative not less than ten (10) Days prior to the
commencement of any and all contractual agreements between the County of
Okaloosa and the CONTRACTOR
1116 The COUNTY shall retain the right to reject all insurance contracts that do not
meet the requirement of this Agreement Further the COUNTY reserves the right
to change these insurance requirements with 60-Day notice to the
CONTRACTOR
1117 The insurance definition of Insured or Additional Insured shall include
Subcontractors Sub-subcontractors and any associated or subsidiary companies
of the CONTRACTOR which are involved and which is a part of the contract
1118 The COUNTY reserves the right at any time to require the CONTRACTOR to
provide certified copies of any insurance policies to document the insurance
coverage specified in this Agreement
1119 The designation of CONTRACTOR shall include any associated or subsidiary
company which is involved and is a part of the contract and such if any
associated or subsidiary company involved in the project must be named in the
Workers Compensation coverage
111IOAll policies shall be written so that the COUNTY will be notified of cancellation
or restrictive amendments at least thirty (30) Days prior to the effective date of
such cancellation or amendment Such notice shall be given directly to the
Authorized Representative
Okaloosa County Transfer Contract_Final Page 29 of 52
112 WORKERS COMPENSATION INSURANCE
1121 The CONTRACTOR shall secure and maintain during the life of this agreement
Workers Compensation insurance for all of his employees employed for the
project or any site connected with the work including supervision administration
or management of this project and in case any work is sublet with the approval
of the County of Okaloosa the CONTRACTOR shall require the Subcontractor
similarly to provide Workers Compensation insurance for all employees
employed at the site of the project and such evidence of insurance shall be
furnished the County of Okaloosa not less than ten (10) Days prior to the
conunencement of any and all subcontractual agreements which have been
approved by the County of Okaloosa
1122 Such insurance shall comply with the Florida Workers Compensation Law
1123 No class of employee including the CONTRACTOR himself shall be excluded
from the Workers Compensation insurance coverage The Workers
Compensation insurance shall also include Employers Liability coverage
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE
1131 The CONTRACTOR shall maintain Business Automobile Liability insurance
coverage throughout the life of this Agreement The insurance shall include
Owned Non-owned amp Hired Motor Vehicle coverage
1132 The CONTRACTOR shall carry other Conunercial General Liability insurance
against all other Bodily Injury Property Damage and Personal and Advertising
Injury exposures The coverage shall include both On- and Off-Premises
Operations Contractual Liability Board Form Property Damage and
Professional Liability
1133 All liability insurance ( other than Professional Liability) shall be written on an
occurrence basis and shall not be written on a claim-made basis If the insurance
Okaloosa County Transfer Contract~Final Page 30 of 52
is issued with an aggregate limit of liability the aggregate limit of liability shall
apply only to the locations included in this Agreement If as the result of any
claims or other reasons the available limits of insurance reduce to less than those
stated in the Limits of Liability the CONTRACTOR shall notify the Authorized
Representative in writing The CONTRACTOR shall purchase additional liability
insurance to maintain the requirements established in this Agreement Umbrella
or Excess Liability insurance can be purchased to meet the Limits of Liability
specified in this Agreement
1134 Commercial General Liability coverage shall be endorsed to include the
following
Premises - Operation Liability
Occurrence Bodily Injmy and Property Damage Liability
Independent CONTRACTORs Liability
Completed Operations and Products Liability
1135 CONTRACTOR shall agree to keep in continuous force Commercial General
Liability coverage including Completed Operations and Products Liability for two
(2) years beyond acceptance ofproject
114 LIMITS OF LIABILITY
The insurance required shall be written for not less than the following or greater if
required by law and shall include Employers liability with limits as prescribed in this
contract
LIMIT
A Workers Compensation
(1) State Statut01y
(2) Employers Liability $1000000 each accident
B Business Automobile amp Commercial $1000000 each occurrence
General Liability Insurance (A combined single limit)
C Personal and Adve1tising Injury $250000
D Pollution Liability $10000000 each occurrence
Okaloosa County Transfer Contract_Final Page 31 of 52
115 NOTICE OF CLAIMS AND LITIGATION
The CONTRACTOR agrees to report any incident or claim that results from performance
of this Agreement The COUNTY representative shall receive written notice in the form
of a detailed written repmi describing the incident or claim within ten ( 10) Days of the
CONTRACTORs knowledge In the event such incident or claim involves injury andor
property damage to a third party verbal notification shall be given the same Day the
CONTRACTOR becomes aware of the incident or claim followed by a written detailed
report within ten (10) Days of verbal notification
116 INDEMNIFICATION AND HOLD HARMLESS
To the fullest extent permitted by law CONTRACTOR shall indemnify and hold
harmless COUNTY its officers and employees from liabilities damages losses and
Costs including but not limited to reasonable attorney fees to the extent caused by the
negligence recklessness or intentional wrongful conduct of the CONTRACTOR and
other persons employed or utilized by the CONTRACTOR in the performance of this
contract
117 CERTIFICATES OF INSURANCE
1171 Certificates of insurance in duplicate indicating the job site and evidencing all
required coverage must be submitted to and approved by Okaloosa County prior
to the commencement of any of the work The certificate holder(s) shall be as
follows
Okaloosa County
602-C No1ih Pearl Street
Crestview Florida 32536
1172 All policies shall expressly require thirty (30) Days written notice to Okaloosa
County at the address set out above or the cancellations of material alterations of
such policies and the Certificates of Insurance shall so provide
Okaloosa County Transfer Contract_Final Page32 of52
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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bnp1 IIal II lo good ~hi J lwul owlori1 lo ll J con- 4JJ IonI Ml U _ vll _ n111u 11a ml fo rdd kI iiil w-lU df=rd tL ==-~~ ~e ~ Luof2J c~ of all~ wAaRUatNr
and duat old land t Ne ol cU encwnLroncu FLORIDA DOCUMENTARY STAMP TAX REQUIRED BY LAW IN THE AMOUNT OF IJVe(Sdeg1AS BEEN P bull NEWMAN C BR CKIN CLERK OKAL COU TY B DC
~0~~ ohn wbull MingerL ExecbullVice Pres-middotmiddotmiddot
IPACl ULOW 01 IKO-flgtIH VU
I HERampBY CERTIFY thn on thibull dar bdou me an officer dulr authoriud in 1hc Stilt aforuald and in the County alorruid to ukc ucknowlrd~mn11 pcnonbullllr appnrtd
John w Minger Exec Vice Pres Northgate Developnent Ompany Inc
RCD1 OCT 23 1989 NEWMAN C BRACKIN
FILElt 1058478 OKALOOSA COUNTYFL0R1DA
r Waste Management Inc of Florida
w~o11 poatollH addra U 500 Cypress Creek Road West Suite 300 Fort Lauderdale Florida 33309
I
t
I
l I [ L_) middot
r r
I 251 PM f-
CLERK i
-
EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
Affiliate Entity Report Active Legal Entities
State of
Name Federal ID No Entity Type Incorporation
Resource Control Inc
Richland County Landfill Inc
Riegel Ridge LLC
Riverbend Landfill Co
Rolling Meadows Landfill Inc
RRT Design amp Construction Corp
RRT Empire of Monroe County Inc
RTS Landfill Inc
Rust Engineering amp Construction Inc
Rust Engineering (Thailand) Ltd
Rust International Inc
S amp J Landfill Limited Partnership
S amp S Grading Inc
S V Farming Corp
S4 Columbia Ridge Recovery LLC
S4 Energy Chambers Recovery LLC
S4 Energy Solutions LLC
Sanifill de Mexico (US) Inc
Sanifill de Mexico SA de CV
Sanifill Power Corporation
SC Holdings Inc
Serubam Servicos Urbanos E Ambientais Ltda
SES Bridgeport LLC
Shade Landfill Inc
Shanghai Environment Group Company Limited
Sierra Estrella Landfill Inc
Southern Alleghenies Landfill Inc
Southern One Land Corporation
Southern Plains Landfill Inc
Southern Waste Services LLC
Spruce Ridge Inc
Stony Hollow Landfill Inc
Suburban Landfill Inc
Terrabon Inc
Texarkana Landfill LLC
Texas Pack Rat - Austin 1 LLC
Texas Pack Rat - Dallas 1 LLC
Texas Pack Rat - Houston 1 LLC
Texas Pack Rat- Houston 2 LLC
Texas Pack Rat - Houston 3 LLC
Texas Pack Rat - San Antonio 1 LLC
Texas Pack Rat Service Company LLC
The Peltz Group LLC
The Waste Management Charitable Foundation
The Woodlands of Van Buren Inc
Thermal Remediation Solutions LLC
TNT Sands Inc
Trail Ridge Landfill Inc
T ransarnerican Waste Central Landfill Inc
Trash Hunters Inc
TrashCo Inc
Tri-County Sanitary Landfill LLC
8312010 83532 AM
04-2655361
58-1708996
56-2124210
93-0724866
76-0325383
16-1353118
16-1409567
58-1924102
63-1081016
NA-0000162
63-1081055
76-0404581
58-1858013
22-2976860
27-1892156
27-1372079
26-4136359
76-0419331
NA-0000070
76-0496422
36-2898300
NA-0000077
36-4057298
23-2886198
86-0717293
25-1249160
72-1534481
73-1384828
61-1342585
41-1591957
76-0638597
76-0638596
30-0239245
20-3668884
26-2054900
20-4572488
20-5227255
20-5227324
20-4572603
05-0545181
04-3073733
36-3791221
91-1865607
57-0937314
36-3667296
76-0463386
64-0852590
26-1885543
20-0937658
Corporation
Corporation
Limited Liability Company
Corporation Corporation
Corporation
Corporation
Corporation Corporation
Corporation
Corporation
Limited Partnership
Corporation Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Joint Venture
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Not For Profit Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Massachusett
South Carolin
North Carolim
Oregon
Delaware
Delaware
New York
Delaware
Delaware
Thailand
Delaware
Texas
West Virginia
New Jersey
Delaware
Delaware
Delaware
Delaware
Mexico
Delaware
Pennsylvania
Brazil
Delaware
Delaware
Peoples Rep1
Arizona
Pennsylvania
Delaware
Oklahoma
Delaware
Minnesota
Delaware
Delaware
Delaware
Delaware
Texas
Texas
Texas
Texas
Texas
Texas
Texas
Wisconsin
Delaware
Delaware
Oregon
South Carolin
Delaware
Delaware
Mississippi
Delaware
Delaware
Page 5
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No EntilyType Incorporation
TX Newco LLC 61-1468715 Limited Liability Company Delaware
United Waste Systems Leasing Inc 38-3324143 Corporation Michigan
United Waste Systems of Gardner Inc 04-3320949 Corporation Massachusett
USA South Hills Landfill Inc 25-1139448 Corporation Pennsylvania
USA Valley Facility Inc 23-2886199 Corporation Delaware
USA Waste Geneva Landfill Inc 34-1802751 Corporation Delaware
USA Waste Landfill Operations and Transfer Inc 76-0435557 Corporation Texas
USA Waste of California Inc 68-0306154 Corporation Delaware
USA Waste of Pennsylvania LLC 74-2921886 Limited Liability Company Delaware
USA Waste of Texas Landfills Inc 76-0322548 Corporation Delaware
USA Waste of Virginia Landfills Inc 58-1932248 Corporation Delaware
USA Waste Services of NYC Inc 11-3301808 Corporation Delaware
USA Waste-Management Resources LLC 13-3853086 Limited Liability Company New York
USA-Grine LLC 04-3735654 Limited Liability Company Delaware
UWS Barre Inc 04-3320948 Corporation Massachusett
Valley Garbage and Rubbish Company Inc 95-2090787 Corporation California
Vaporlok Technology LLC Limited Liability Company Delaware
Verns Refuse Service Inc 45-0435644 Corporation North Dakota
VFB LLC 22-3842831 Limited Liability Company New Jersey
VHG Inc UK-0000023 Corporation Minnesota
Vickery Environmental Jnc 31-1153176 Corporation Ohio
Vista Landfill LLC 59-3652174 Limited Liability Company Florida
Voyageur Disposal Processing Inc 41-1734827 Corporation Minnesota
Warner Company 51-0281233 Corporation Delaware
Warner Hill Development Company 34-1043478 Corporation Ohio
Waste Away Group Inc 63-0898842 Corporation Alabama
Waste Management Arizona Landfills Inc 86-0683003 Corporation Delaware
Waste Management Buckeye LLC 26-0076809 Limited Liability Company Delaware
Waste Management Collection and Recycling Inc 95-2621587 Corporation California
Waste Management Disposal Services of Colorado Inc 84-1004487 Corporation Colorado
Waste Management Disposal Services of Maine Inc 01-0392888 Corporation Maine
Waste Management Disposal Services of Maryland Inc 36-2898301 Corporation Maryland
Waste Management Disposal Services of Massachusetts Inc 04-2320990 Corporation Massachusett
Waste Management Disposal Services of Oregon Inc 36-3548405 Corporation Delaware
Waste Management Disposal Services of Pennsylvania Inc 23-1655318 Corporation Pennsylvania
Waste Management Disposal Services of Virginia Jnc 36-3791008 Corporation Delaware
Waste Management Financing Corporation 36-4200855 Corporation Delaware
Waste Management Holdings Inc 36-2660763 Corporation Delaware
Waste Management Inc- of Florida 59-1094518 Corporation Florida
Waste Management lndycoke LLC 81-0640497 Limited Liability Company Delaware
Waste Management International Inc 36-3255004 Corporation Delaware
Waste Management International Ltd NA-0000099 Limited Liability Company Bermuda
Waste Management Municipal Services of California Inc 77-0151385 Corporation California
Waste Management National Services Inc 760686861 Corporation Delaware
Waste Management New England Environmental Transport Inc 04-3509618 Corporation Delaware
Waste Management of Alameda County lnc 94-0727420 Corporation California
Waste Management of Alaska Inc 91-1879241 Corporation Delaware
Waste Management of Arizona Inc 86-0198265 Corporation California
Waste Management of Arkansas Inc 04-2814811 Corporation Delaware
Waste Management of California Inc 95-1735737 Corporation California
Waste Management of Canada Corporation NA-0000021 Corporation Ontario
Waste Management of Carolinas Inc 56-0731307 Corporation North Caroline
8312010 83532 AM Page 6
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No Entity Type Incorporation
Waste Management of Colorado Inc
Waste Management of Connecticut Inc
Waste Management of Delaware Inc
Waste Management of Fairless LLC
Waste Management of Five Oaks Recycling and Disposal Facility t
Waste Management of Georgia Inc
Waste Management of Hawaii Inc
Waste Management of Idaho Inc
Waste Management of lltinois Inc
Waste Management of Indiana Holdings One Inc
Waste Management of Indiana Holdings Two Inc
Waste Management of Indiana LLC
Waste Management of Iowa Inc
Waste Management of Kansas Jnc
Waste Management of Kentucky Holdings Inc
Waste Management of Kentucky LLC
Waste Management of Leon County Inc
Waste Management of Londonderry Inc
Waste Management of Louisiana Holdings One Inc
Waste Management of Louisiana LLC
Waste Management of Maine Inc
Waste Managerrient of Maryland Inc
Waste Management of Massachusetts Inc
Waste Management of Metro Atlanta Inc
Waste Management of Michigan Inc
Waste Management of Minnesota Inc
Waste Management of Mississippi Inc
Waste Management of Missouri Inc
Waste Management of Montana Inc
Waste Management of Nebraska Inc
Waste Management of Nevada Inc
Waste Management of New Hampshire Inc
Waste Management of New Jersey Inc
Waste Management of New Mexico Inc
Waste Management of New York LLC
Waste Management of North Dakota Inc
Waste Management of Ohio Inc
Waste Management of Oklahoma Inc
Waste Management of Oregon Inc
Waste Management of Pennsylvania Gas Recovery LLC
Waste Management of Pennsylvania Inc
Waste Management of Plainfield LLC
Waste Management of Rhode Island Inc
Waste Management of South Carolina Inc
Waste Management of South Dakota Inc
Waste Management of Texas Holdings Inc
Waste Management of Texas Inc
Waste Management of Tunica Landfill Inc
Waste Management of Utah Inc
Waste Management of Virginia Inc
Waste Management of Washington Inc
Waste Management of West Virginia lnc
8312010 83532 AM
84-0523684
06-1485581
51-0094505
26-3468180
37-1035820
36-3319564
76-0638599
82-0364976
36-2660859
36-4039079
36-4059574
36-4071447
42-0824220
48-0634806
36-4059575
36-4035849
36-3319565
20-5657050
36-4142119
36-4119910
01-0267739
52-0250430
04-2535063
58-1937966
38-1214786
36-2698820
36-3005295
43-0992367
36-3564773
36-3469702
88-0394159
04-2482447
36-3700143
85-0229020
36-4206797
36-3798294
25-1673264
73-0685975
93-0612655
20-2926331
25-1232336
76-0722971
36-3668109
36-2935124
46-0348394
43-1976001
75-1223528
64-0869334
87-0302156
25-1578667
36-3846342
36-3553198
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Colorado
Delaware
Delaware
Delaware
Delaware
Georgia
Delaware
Idaho
Delaware
Delaware
Delaware
Delaware
Iowa
Kansas
Delaware
Delaware
Florida
Delaware
Delaware
Delaware
Maine
Maryland
Massachusett
Georgia
Michigan
Minnesota
Mississippi
Delaware
Delaware
Delaware
Nevada
Connecticut
Delaware
New Mexico
Delaware
Delaware
Ohio
Oklahoma
Oregon
Delaware
Pennsylvania
Delaware
Delaware
South Carolin
South Dakota
Delaware
Texas
Mississippi
Utah
Virginia
Delaware
Delaware
Page7
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No Entity Type Incorporation
Waste Management of Wisconsin Inc
Waste Management of Wyoming Inc
Waste Management Partners Inc
Waste Management Recycle Asia LLC
Waste Management Recycling and Disposal Services of California
Waste Management Recycling of New Jersey LLC
Waste Management Security LLC
Waste Management Service Center Inc
Waste Management Inc
Waste Management Inc of Tennessee
Waste Resources of Tennessee Inc
Waste Services of Kentucky LLC
Waste to Energy Holdings Inc
Waste to Energy I LLC
Waste to Energy II LLC
Wastech Inc
WESI Baltimore Inc
WESI Capital Inc
WESI Peekskill Inc
WESI Westchester Inc
Westchester Resco Associates LP
Western One Land Corporation
Western Waste Industries
Western Waste of Texas LLC
Wheelabralor -Ballin1u1e LLC
Wheelabrator Baltimore LP
Wheelabrator Bridgeport LP
Wheelabrator Cedar Creek Inc
Wheelabrator Chambers Inc
Wheelabrator China Holdings Limited
Wheelabrator Claremont Company LP
Wheelabrator Claremont Inc
Wheelabrator Concord Company LP
Wheelabrator Concord Inc
Wheelabrator Connecticut lnc
Wheelabrator Culm Services Inc
Wheelabrator Environmental Systems Inc
Wheelabrator Environmental Technologies Consulting (Shanghai) (
Wheelabrator Falls Inc
Wheelabrator Frackville Energy Company Inc
Wheelabrator Frackville Properties Inc
Wheelabrator Frederick Inc
Wheelabrator Fuel Services Inc
Wheelabrator Gloucester Company LP
Wheelabrator Gloucester Inc
Wheelabrator Guam Jnc
Wheelabrator Hudson Falls LLC
Wheelabrator Lassen Inc
Wheelabrator Lisbon Inc
Wheelabrator McKay Bay Inc
Wheelabrator Millbury Inc
Wheelabrator Netherlands BV
831200 83532 AM
39-0967466
36-3828554
36-3220911
39-1977904
95-2370376
04-3735640
43-1970495
20-4017651
73-1309529
36-2935128
54-0838353
94-3429202
76-0652923
02-0519035
02-0519036
93-0936732
02-0357495
36-3861933
02-0363274
02-0360305
02-0367753
76-0688224
95-1946054
30-0239250
36-4057301
36-4057307
36-4057309
02-0443870
26-3194113
23-50847741
02-0390003
20-4284300
02-0394017
02-0393450
36-3908786
02-0442574
02-0412779
27-2548111
04-3024782
02-0393452
04-3100742
02-0442576
02-0396724
02-0391601
36-3926262
72-1541910
36-3926261
61-1167063
36-3240315
02-0412788
26-4308579
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Partnership
Limited Partnership
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Limited Partnership
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Wisconsin
Delaware
Delaware
Ohio
California
Delaware
Delaware
Delaware
Delaware
Tennessee
Tennessee
Delaware
Delaware
Delaware
Delaware
Nevada
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
California
Delaware
Delaware
Maryland
Delaware
Delaware
Delaware
Hong Kong
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Peoples Rep1
Delaware
Delaware
Delaware
Delaware
Delaware
New Jersey
Delaware
Delaware
Delaware
Delaware
Delaware
Florida
Delaware
Netherlands
Page8
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No EntifyType Incorporation
Wheelabrator New Hampshire Inc
Wheelabrator New Jersey Inc
Wheelabrator NHC Inc
Wheelabrator North Andover Inc
Wheelabrator North Broward Inc
Wheelabrator Norwalk Energy Company Inc
Wheelabrator Penacook Inc
Wheelabrator Pinellas Inc
Wheelabrator Portsmouth Inc
Wheelabrator Putnam Inc
Wheelabrator Ridge Energy Inc
Wheelabrator Saugus Inc
Wheelabrator Shasta Energy Company Inc
Wheelabrator Sherman Energy Company GP
Wheelabrator Sherman Station LLC
Wheelabrator Sherman Station One Inc
Wheelabrator South Broward Inc
Wheelabrator Spokane Inc
Wheelabrator Technologies Inc
Wheelabrator Technologies International Inc
Wheelabrator Westchester LP
White Lake Landfill Inc
Williams Landfill LLC
Willow Oak Landfill LLC
WM Arizona Ope atiur1s LLC
WM Asphalt Products LLC
WM Bagco LLC
WM Conversion Energy LLC
WM Conversion Fund LLC
WM Corporate Services Inc
WM Emergency Employee Support Fund Inc
WM Energy Resources Inc
WM Energy Solutions Inc
WM Green Squad LLC
WM GreenOps LLC
WMGTL Inc
WM GTL LLC
WM Healthcare Solutions Inc
WM Illinois Renewable Energy LLC
WM International Holdings Inc
WM International Services (UK) Limited
WM Lamp Tracker Inc
WM Landfills of Ohio Inc
WM Landfills of Tennessee Inc
WM Leasing of Arizona LLC
WM Leasing of Texas LP
WM LNG Inc
WM Mercury Waste Inc
WM Middle Tennessee Environmental Center LLC
WM Mobile Bay Environmental Center Inc
WM Nevada Renewable Energy LLC
WM of Texas LLC
8312010 83532 AM
02-0390002
02-0391598
02-0393448
36-3062971
04-3030218
02-0395269
02-0393449
36-3110153
27-1446081
36-3908789
36-3820153
13-2740971
02-0395274
02-0390349
76-0743287
02-0390312
02-0410154
02-0416522
22-2678047
36-3965264
02-0367751
38-1889893
61-1342579
20-1457518
32-0112690
27-0675171
26-4626312
26-4040670
27-1445960
27-3308922
11-3758170
27-1184260
76-0695139
26-1694369
26-4194066
26-0294424
26-0294528
20-3483524
45-0512000
76-0607203
NA-0000098
26-2748613
31-1509696
62-1462526
20-4017719
20-4017724
26-2294125
27-2289604
26-1946982
76-0638602
27-1678300
26-0428868
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
General Partnership
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Limited Liability Company
Limited Liability Company
Limited Uabllfty Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Not For Profit Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Limited Partnership
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Limited Liability Company
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Maine
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Michigan
Delaware
Georgia
Uelaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
England
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
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Affiliate Entity Report Active Legal Entities
State of Name Federal ID No Entity Type Incorporation
WM Organic Growth Jnc
WM PA Holdings LLC
WM Pack-Rat of California LLC
WM Pack-Rat of Illinois LLC
WM Pack-Rat of Kentucky LLC
WM Pack-Rat of Maryland LLC
WM Pack-Rat of Massachusetts LLC
WM Pack-Rat of Michigan LLC
WM Pack-Rat of Nevada LLC
WM Pack-Rat of Ohio LLC
WM Pack-Rat of Rhode Island LLC
WM Pack-Rat LLC
WM Partnership Holdings Inc
WM Phoenix Energy Resources LLC
WM Quebec Inc
WM RA Canada Inc
WM Recycle America LLC
WM Recycle Europe LLC
WM Renewable Energy LLC
WM Resource Recovery amp Recycling Center Inc
WM Resources Inc
WM Safety Services LLC
WM Security Seivices Inc
WM Services SA
WM Storage II Inc
WM Storage Inc
WM Texas Pack Rat LLC
WM Trash Monitor Plus LLC
WM WY Energy Resources LLC
WMI Medical Services of Indiana Inc
WMI Mexico Holdings Inc
WMNA Container Recycling LLC
WMRE of Michigan LLC
WMSALSA Inc
WMST Illinois LLC
WTI Air Pollution Control Jnc
WTI Financial LLC
WTI International Holdings Inc
wn Rust Holdings Inc
WTI UK LTD
20-4677155
27-2335935
26-0380883
26-0524082
26-2289448
26-1411856
26-1411946
26-2289484
27-0371504
262289407
26-1855760
26-0285281
36-3974344
27-2340971
NA-0000041
NA-0000172
72-1541911
20-0570245
45-0511978
26-2289538
25-1536159
20-3887188
20-3714754
NA-0000108
27-1525390
26-0285202
26-1442144
26-1436776
27-1184329
35-1724992
36-3912290
04-3735649
27-3334762
20-2580150
94-3423874
36-4110833
20-0584237
36-3908839
02-0351425
98-0336025
Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Liabflily Company
Corporation
Corporation
Limited Liability Company
Corpdration
Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Not For Profit Corporation
Limited Liability Company
Corporation
Limited Liability Comp_any
Corporation
Corporation
Corporation
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Canada
Ontario
Delaware
Delaware
Delaware
Delaware
Pennsylvania
Delaware
Delaware
Argentina
Delaware
Delaware
Delaware
Delaware
Delaware
Indiana
Delaware
Delaware
Delaware
Texas
lllinois
Delaware
Delaware
Delaware
Delaware
United Kingdc
81312010 83532 AM Page 10
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POWER Federal Insurance Company Attn Surety DepartmentChubb OF Vigilant Insurance Company 15 Mountain View Road Surety AITORNEY Pacific Indemnity Company Warren NJ 07059
CHUBB
Know All by These Presents That FEDERAL INSURANCE COMPANY an Indiana corporation VIGILANT INSURANCE COMPANY a New York cor]Joration and PACIFIC INDEMNITY COMPANY a Wisconsin corporation do each hereby constitute and appoint Joseph Aulbert Marc W Boots Richard Covington Joy Durham Stephanie Gunderson Vickie Lacy Heather Noles P T Osburn and Maria D Zuniga of Housfon Texasmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot-middotmiddotmiddot-middotmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot--middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot
each as their true and lawful Attorneymiddot Inmiddot Fact lo execute under such designation in their names and 1o affix their corporate seals to and deliver for and on their behalf as surety thereon or otherwise bonds and undertakings and other writings obligatoiy in the nature thereof other lhan ball bonds) given or executed in the course of business and any Instruments amending or altering lhe same and consents to the modification or alteration of any instrument referred to in said bonds or obligations
In Wllness Whereof said FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY have each executed and attested these presents and affixed their corporale seals on this 17th day of August 2010
STATE OF NEW JERSEY ss
County of Somerset
On this i 7th day of August 2010 before me a Notary Public of New Jersey personally came Dawn M Chloros to me known to be Assistant Secretary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY the companies which executed the foregoing Power of Attorney and the said Dawn M Chloros being by me duly sworn did depose and say that he is Assistant Secretary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY and knows the corporate seals thereof that the seals affixed to the foregoing Power of Attorney are such corporate seals and were thereto affixed by authority of the By- Laws of said Companies and hat ha signed said Power of Attorney as Assistant Secretary of said Companies by like authority and that he Is acquainted with David B Norris Jr and knows him to be Vice President of said Companies and that the signature of David B Norris Jr subscribed to said Power of Altomey Is ln the genuine handwriting of David B Norris Jr and was thereto subscribed by authority of said By- Laws and In deponents presence
Notarial Seal
KATHERINE J ADElMR NOTARY PUBLIC OF NEW JERSEY
No 2316685 CCIIRmQlon Exp July 16 2014
CERTIFICATION Exlract from the Bymiddot Laws of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY
All powers of attorney for and on behalf of Iha Company may and shall be executed in lhe name and on behalf of the Company either by the Chairman or the President or a Vice President or an Asslslant Vice President jointly with the Secretary or an Assistan1 Secretary under their respective designations The signature of such officers may be engraved printed or lithographed The signature of each of the fotlowing officers Chairman President any Vice President any Assistant Vice Presidenl any Secretary any Assislant Secretary and the seal of the Company may be affixed by facsimile to any power of attorney or to any certificate relating thereto appointing Assistant Secretaries or Attomeys- in- Fact for purposes only of eKeculing and attesting bonds and undertakings and other writings obligatory in the nature thereof and any such power of attorney dr certificate bearing such facsimile signature or lacsimie seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimlle signature and facsimile seal shall be valid and binding upon the Company with respect to any bond or undertaking to which ii is attached
I Dawn M Chloros Assistant Secrelary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY
(the ~companies) do hereby certify Iha
(I) (H)
J31dD0
hJ (lL~ff (1j~W Dawn M Chloros Assistant Secretary
Form 15-10-02258-U (Ed 5-03) CONSENT
TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS 6
ARTICLE 2 CONTRACT PURPOSE AND TERM 12
21 PURPOSE 12
22 EFFECTIVE DATE AND COMMENCEMENT DATE 12
23 TERM 13
ARTICLE 3 COUNTY RESPONSIBILITIES 13
31 DELIVERY OF ACCEPTABLE WASTE 13
32 MANNER OF DELIVERIES 13
33 COOPERATION 13
ARTICLE 4 CONTRACTOR RESPONSIBILITIES 13
41 OWNERSHIP AND TRANSFER OF OWNERSHIP 13
42 CAPITAL IMPROVEMENTS 14
43 PERMITTING AND COMPLIANCE 15
44 ACCEPTANCEOFWASTE 15
45 OPERATING REQUIREMENTS 16
46 HOURS AND DAYS OF OPERATION 17
47 HOLIDAYS 17
48 COUNTY ACCESS 18
49 TRANSPORTATION OF ACCEPTABLE WASTE 18
410 PROCESSING OF RECYCLABLE MATERIALS 18
411 RECORDKEEPING AND REPORTING 18
412 TRANSITION 20
ARTICLE 5 CONTRACTORS COMPENSATION 20
51 BASE RATE 20
52 RATE ADJUSTMENTS 21
53 BILLING AND PAYMENT OF CONTRACTORS FEES 21
Okaloosa County Transfer Contract_ Final Page 2 of 52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS 22
61 ACCEPTABLE WASTE 22
62 SPECIAL WASTE 22
63 CONSTRUCTION AND DEMOLITION DEBRIS 22
64 RECYCLABLE MATERIALS 22
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS 23
71 COUNTY RECYCLABLE MATERIALS 23
72 OTHER RECYCLABLE MATERIALS 25
ARTICLE 8 PERFORMANCE BOND 25
ARTICLE 9 LIQUIDATED DAMAGES 25
ARTICLE 10 DEFAULT AND TERMINATION 27
ARTICLE 11 INSURANCE 28
I II CONTRACTORS INSURANCE 28
112 WORKERS COMPENSATION INSURANCE 30
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE 30
114 LIMITS OF LIABILITY 31
115 NOTICE OF CLAIMS AND LITIGATION 32
116 INDEMNIFICATION AND HOLD HARMLESS 32
117 CERTIFICATES OF INSURANCE 32
118 GENERALTERMS 33
119 UMBRELLA INSURANCE 34
ARTICLE 12 FORCE MAJEURE 34
121 INABILITY TO PERFORM 34
122 EVENTS OF FORCE MAJEURE 35
123 WRITTEN NOTIFICATION 35
Okaloosa County Transfer Contract_Final Page3 of52
ARTICLE 13 TITLE TO WASTE 36
ARTICLE 14 ARBITRATION36
141 ARBITRATION 36
142 INDEPENDENT THIRD PARTY 36
143 AMBIGUITY 37
ARTICLE 15 OTHER TERMS AND CONDITIONS 37
151 WAIVER 37
152 ASSIGNMENT OF AGREEMENT 37
153 SUBCONTRACTORS 37
154 INDEPENDENT CONTRACTOR 38
155 NON-DISCRIMINATION PROVISIONS 38
156 LAW TO GOVERN VENUE JURISDICTION 39
157 ILLEGAL PROVISIONS 39
158 MODIFICATIONS 39
159 PREPARATION OF AGREEMENT 39
1510 REMEDIES CUMULATIVE 39
1511 HEADINGS 40
1512 REPRESENTATIONS OF CONTRACTOR 40
1513 REPRESENTATIONS OF COUNTY 40
1514 REPRESENTATIVES 40
1515 NOTICES 41
1516 ENTIRE AGREEMENT 42
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT 42
EXHIBIT A SPECIAL WAS TE 43
EXHIBIT B REAL PROPERTY WARRANTY DEEDS 46
EXHIBIT C CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO
CONTRACTORS RATE 49
EXHIBIT D SAMPLE AVERAGE MARKET VALUE CALCULATION 50
Okaloosa County Transfer Contract_Final Page4 of52
SOLID WASTE TRANSFER STATION OPERATION AGREEMENT
THIS AGREEMENT is made as of this J)Paay 8~ 2010 by and
between Okaloosa County Florida (the COUNTY) a political subdivision of the State of
Florida and Waste Management Inc ofFlorida (hereinafter refened to as CONTRACTOR) a
corporation duly organized and validly existing under and by virtue of the laws of the State of
Florida and authorized to do business in the State ofFlorida
WITNESSETH
WHEREAS the COUNTY and the CONTRACTOR entered into an agreement dated as of June
2 2000 pursuant to which CONTRACTOR operates transfer stations utilizing state-of-the-rut
techniques and in accordance with the rules and regulations of the Florida Deprutment of
Environmental Protection including but not limited to 62-701801 FAC and all referenced
codes for the purpose of receiving and transporting Solid Waste to a disposal site as provided
therein and
WHEREAS such contract for Solid Waste Transfer Station Operations authorizes the renewal of
said agreement and
WHEREAS the COUNTY and CONTRACTOR desire that CONTRACTOR continue to
operate and manage transfer stations under the te1ms and conditions set fotth in this Agreement
NOW THEREFORE in consideration of the premises contained in this Agreement the patties
hereto intend to be legally bound as follows
Okaloosa County Transfer Contract_Final Page 5 of52
ARTICLE 1 DEFINITIONS
The following words and expressions ( or pronouns used in their stead) shall wherever they
appear in this Agreement be constrned as follows unless a different meaning is clear from the
context Words of the masculine gender shall be deemed and construed to include correlative
words of the feminine and neuter genders Unless the context shall otherwise indicate all words
shall include the plum as well as the singular number and the word person shall include
corporations and associations including public bodies as well as natural persons
Acceptable Waste shall mean Solid Waste including garbage rnbbish refuse residue
incidental amounts of household hazardous waste as permitted by the Florida Department of
Environmental Protection and other discarded solid or semi-solid mate1ials resulting from
domestic commercial industrial recycling resource recovery agricultural and governmental
operations Acceptable Waste also includes Bulk Waste Special Waste (except those defined
under Unacceptable Waste) and Recyclable Materials Acceptable Waste shall not include
regulated Hazardous Waste Medical Waste Biomedical Waste Biological Waste Infectious
Waste and Yard Trash
Agreement shall mean this Agreement including all attachments and amendments thereto
Authorized Representative means the Public Works Director or as othetwise designated in
writing by the Board to represent the COUNTY in the administration and supervision of this
Agreement
Biomedical Waste means any Solid Waste or liquid waste which may present a threat of
infection to humans The term includes but is not limited to non-liquid human tissue and body
parts laboratory and veterinary waste that contain human disease-causing agents used
disposable shaips human blood human blood products body fluids and other materials that in
the opinion of the Department of Health and Rehabilitative Services represent a significant risk
of infection to persons outside the generating facility
Biological Waste means Solid Waste that causes or has the capability of causing disease or
infection and includes but is not limited to Biomedical Waste diseased or dead animals and
other wastes capable of transmitting pathogens to humans or animals
Okaloosa County Transfer Contract_Final Page 6 of52
Board shall mean the Board of County Commissioners of Okaloosa County Florida which is
the governing body of the COUNTY
Bulk Waste shall mean any waste that requires additional management due to its bulk or
weight and shall include Household Furniture treated lumber Electronics bicycles push type
lawn mowers with all oil and gas drained automotive tires and White Goods Bulk Waste does
not include any form of matter or debris resulting from tree removal land clearing land
development or Special Waste as defmed herein
Commencement Date means the first day of the month following the Effective Date of this
Agreement
Commercial Business Establishment means any establishment other than a residential
dwelling apartment complex condominium complex or trailer park and shall be and shall
include but not be limited to all retail professional wholesale and industrial facilities
manufacturing facilities non-profit enterprises governmentalpublic agencies and any other
commercial enterprises offering goods or services to the public
Commercial Waste means any Acceptable Waste generated at a Commercial Business
Establishment
Construction and Demolition Debris means discarded materials generally considered to be
not water-soluble and nonhazardous in nature including but not limited to steel glass brick
concrete asphalt roofing material pipe gypsum wallboard and lumber from the construction or
destruction of a structure as paii of a construction or demolition project or from the renovation of
a structure and including rocks soils tree remains trmiddotees and other vegetative matter that
nmmally results from land clearing or land development operations for a construction project
including such debris from construction of structures at a site remote from the construction or
demolition project site Mixing of Construction and Demolition Debris with other types of Solid
Waste will cause it to be classified as other than Construction and Demolition Debris The term
also includes
(a) Clean cardboard paper plastic wood and metal scraps from a construction project
Okaloosa County Transfer Contract_Final Page7 of52
(b) Except as provided ins 403707(9)(j) Florida Statutes unpainted nontreated wood
scraps from facilities manufacturing materials used for construction of structures or
their components and unpainted nontreated wood pallets provided the wood scraps
and pallets are separated from other Solid Waste where generated and the generator
of such wood scraps or pallets implements reasonable practices of the generating
industry to minimize the commingling of wood scraps or pallets with other Solid
Waste and
(c) De minimus amounts of other nonhazardous wastes that are generated at
construction or destruction projects provided such amounts are consistent with best
management practices of the industry
Contract Year means the time from the Commencement Date through March 31 2012 and
each calendar year thereafter
Costs shall mean the costs of labor materials supplies major rental equipment and tools
other direct costs and allocable indirect costs such as fringe benefits general and administrative
expenses and indirect labor costs
COUNTY shall mean Okaloosa County Florida acting by and tlnmiddotough its Board of County
Commissioners
CPI as used herein shall be the revised Consumer Price Index for All Urban Consumers South
Urban for all items not seasonally adjusted published by the Bureau of Labor Statistics US
Department of Labor 1984-82 = 100 In the event the US Department of Labor Bureau of
Labor Statistics ceases to publish the CPI the parties hereby agree to substitute another equally
authoritative measure of change in the purchasing power of the US dollar as may be then
available
Day shall mean one calendar day when used in this Agreement
Effective Date means the date this Agreement becomes effective when executed by the
parties or when the Board adopts the Ordinance establishing the rates specified herein
whichever later occurs
Okaloosa County Transfer Contract_Final Page 8 of52
Electronics means computers monitors keyboards nnce termmals printers modems
scanners cell phones televisions and copiers and other electronic equipment as directed by the
COUNTY
Franchise Area means the specifically described geographic areas exclusively assigned to a
franchisee for the purpose of residential Solid Waste Yard Trash and Bulk Waste Collection
and if applicable Recyclable Material Collection pursuant to the COUNTYs Residential Solid
Waste and Recycling Collection Franchise Agreement
Fuel Index as used herein shall be the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low
Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) published by the US
Department of Energy Energy Information Administration In the event the US Department of
Energy Energy Information Administration ceases to publish the fuel prices the parties hereby
agree to substitute another equally authoritative measure of change in the purchasing power of
the US dollar as may be then available
Hazardous Waste means Solid Waste or a combination of Solid Wastes (even though it may
be part of delivered load of waste) which because of its quantity concentration or physical
chemical or infectious characteristics may cause or significantly contribute to an increase in
mortality or an increase in serious irreversible or incapacitating reversible illness or may pose a
substantial present or potential hazard to human health or environment when improperly
transported disposed of stored treated or otherwise managed Hazardous Waste shall include
all such waste as defined by the Rules of the Florida Department of Environmental Protection
Chapter 62-730 FAC or 40 Code ofFederal Regulations 261 or both as either or both may be
amended from time to time and to the extent either or both is applicable to the disposal of waste
in Florida Hazardous Waste is not intended to include de minimus amounts of household
hazardous wastes as defined by FAC 62-701100
Household Furniture means all movable compactable articles or apparatus such as chairs
tables sofas mattresses etc for equipping a house
Okaloosa County Transfer Contract_Final Page9 of52
Incorporated Municipalities means those duly Incorporated Municipalities in Okaloosa
County consisting of Cinco Bayou Crestview Destin Fort Walton Beach Laurel Hill Mary
Esther Niceville Shalimar and Valpariso
Independent Third Party means a qualified party mutually acceptable to both the COUNTY
and the CONTRACTOR
Infectious Waste means those wastes which may cause disease or may reasonably be
suspected of harboring pathogenic organisms Included are wastes resulting from the operation
of medical clinics hospitals and other facilities producing wastes which may consist of but are
not limited to diseased human and animal parts contaminated bandages pathological
specimens hypodermic needles contaminated clothing and surgical gloves
Merchant Waste means Acceptable Waste that was collected from locations outside the
COUNTY jurisdictional boundaries Merchant Waste does not include Co=ercial Waste
generated within unincorporated areas of the COUNTY or within Incorporated Municipalities
Recyclable Materials means those materials which are capable of being recycled and which
would otherwise be processed or disposed of as Solid Waste Recyclable Materials shall include
newspapers (including inse1ts ) conugated cardboard mixed paper (including brown paper bags
magazines phonebooks junk mail white and colored paper shredded paper in a bag and
paperboard) aluminum plastic containers and bottles marked with SPI codes 1-7 glass bottles
and jars tin and ferrous cans polycoated containers and other Solid Waste materials added upon
Agreement between the COUNTY and the CONTRACTOR when such materials have been
either dive1ted from the remaining Solid Waste stream or removed prior to their entry into the
remaining Solid Waste stream
Recycling Facility means the facility located adjacent to the Fort Walton Beach Transfer
Station at which Recyclable Materials are delivered for processing andor transport
Required Turn Back Condition means reasonable wear and tear co=ensurate with the time
of use and considering the CONTRACTORs responsibilities for maintenance repair and
replacement
Okaloosa County Transfer Contract_Final Page 10 of52
Solid Waste means garbage rubbish refuse trash clean debris or other similar discarded
material resulting from domestic industrial commercial mining agricultural or governmental
operations It excludes Yard Trash Bulk Waste Recyclable Materials and Special Waste
Special Waste means wastes that can require special handling and management but are not
considered Bulk Waste that are not accepted at a landfill or other disposal facility or that are
accepted at a landfill or other disposal facility at higher rates than are charged for refuse
including but not limited to wastes outlined in Exhibit A
Subcontractor shall mean a person firm or corporation other than employees of
CONTRACTOR who or which contracts with CONTRACTOR to furnish or actually furnishes
labor materials andor equipment for the Facility
Ton means a sh01i ton 2000 pounds (9078 metric tons)
Transfer Stations means the facilities currently located at 630 Martin Luther King Jr Blvd
(Fort Walton Transfer Station) and at the Baker Landfill (Baker Transfer Station) in Okaloosa
County capable of receiving Acceptable Waste for further transfer to a disposal facility for
ultimate disposition
Unacceptable Waste shall mean wastes that are not accepted for Class I disposal These
materials include Infectious Waste and Hazardous Wastes as defined above those wastes
excluded from the definition of Acceptable Wastes and materials exhibiting the following
characteristics
(a) Hazardous placards or markings
(b) Liquids
( c) Powders or dusts
(d) Drums or commercial size containers
( e) Chemical odors
Other unacceptable materials include
(a) Asbestos containing wastes
(b) Ash
Okaloosa County Transfer Contract_Final Page 11 of52
( c) Fluorescent light bulbs
( d) Mercury containing devices
(e) Whole tires
(f) Liquid Wastes
White Goods means discarded washers dryers refrigerators ranges microwave ovens water
heaters freezers small air conditioning units and other similar domestic large appliances
Yard Trash means vegetative matter resulting from landscaping maintenance including
accumulation of lawn grass shrubbery cuttings or clippings and dry leaf rakings palm fronds
small tree branches bushes or shrubs green leaf cuttings fruits or other matter usually created
as refuse in the care of lawns and yards Yard Trash does not include treated wood or any form
of matter or debris resulting from tree removal land clearing land development building
demolition home improvement or waste generated by tree surgeons
ARTICLE 2 CONTRACT PURPOSE AND TERM
21 PURPOSE
The pmpose of this Agreement is to establish the terms and conditions under which
CONTRACTOR shall manage operate and maintain the Transfer Stations
22 EFFECTIVE DATE AND COMMENCEMENT DATE
This Agreement shall become effective when executed by the paities or when the Board
adopts the Ordinance establishing the rates specified herein whichever later occurs The
Commencement Date of service shall be the first Day of the month following the
Effective Date of this Agreement
Okaloosa County Transfer Contract_Final Page 12 of52
23 TERM
The term of this Agreement shall commence on the Effective Date and end on March 31
2016 The term of this Agreement may be renewed for one (1) additional term of five (5)
years commencing at the end of the initial te1m by mutual agreement of the parties
ARTICLE 3 COUNTY RESPONSIBILITIES
31 DELIVERY OF ACCEPTABLE WASTE
The COUNTY or others authorized by the COUNTY shall deliver Acceptable Waste to
the Transfer Stations and Recyclable Materials to the Recycling Facility
32 MANNER OF DELIVERIES
The COUNTY shall grant to CONTRACTOR reasonable authority to deny admission to
the Transfer Stations of any vehicle carrying refuse which may leak spill or allow waste
to be blown or scattered about the Transfer Stations before unloading at the site
33 COOPERATION
COUNTY shall cooperate with CONTRACTOR in CONTRACTORs efforts to obtain
and renew all required permits licenses and approvals shall not appear as an objector in
any proceeding to consider the granting or renewal of such permits licenses or approvals
and shall promptly and reasonably consider any applications by CONTRACTOR
ARTICLE 4 CONTRACTOR RESPONSIBILITIES
41 OWNERSHIP AND TRANSFER OF OWNERSHIP
411 Throughout the full term of this Agreement the CONTRACTOR shall retain
ownership of the Transfer Stations and Recycling Facility At the conclusion of
the full term of the Agreement or in the event of CONTRACTOR default and
Okaloosa County Transfer Contract_Final Page 13 of52
termination by the COUNTY the Baker Transfer Station and all real property at
the Fort Walton Beach Transfer Station and Recycling Facility will be wholly
owned by the COUNTY and CONTRACTOR shall convey in Required Tum
Back Condition good and marketable title to the same to the COUNTY free and
clear of all liens or other encumbrances For the purposes of this Agreement real
property means the Fort Walton Beach Transfer Station and Recycling Facility
property as defined by the warranty deeds in Exhibit B and all physical buildings
and structures thereon including all equipment and fixtures with the exception of
rolling stock
412 In order to establish the Required Turn Back Condition of all real property at the
Transfer Stations and Recycling Facility and the need for repairs or replacements
if any the COUNTY and the CONTRACTOR shall conduct a joint inspection(s)
of the Facilities sites and buildings to include the utilities no later than thirty
(30) Days after the Effective Date of this Agreement The COUNTY and the
CONTRACTOR shall develop a list of any necessary repairs or replacements that
the CONTRACTOR is responsible for paying for andor performing such repairs
or replacements and establish a schedule for completing such work The
condition of the Facilities sites and buildings following completion of such
repairs and replacements shall be the Required Tum Back Condition allowing for
normal wear and tear commensurate with the time of use and considering the
CONTRACTORs responsibilities for maintenance repair and replacement
413 The CONTRACTOR shall maintain and convey at the conclusion of the full term
of this Agreement all real property at the Transfer Stations and Recycling Facility
to the COUNTY in Required Turn Back Condition The COUNTY shall notify
the CONTRACTOR of any deficiencies in the Required Tum Back Condition
and CONTRACTOR shall remedy such deficiencies
42 CAPITAL IMPROVEMENTS
The CONTRACTOR shall be solely responsible for the cost of all capital improvements
to the Transfer Stations and Recycling Facility
Okaloosa County Transfer Contract_Final Page 14 of 52
43 PERMITTING AND COMPLIANCE
The CONTRACTOR shall be responsible for obtaining and maintaining permits
approvals and licenses as are requrred for the operation of the Transfer Stations and
Recycling Facility CONTRACTOR shall operate the facilities in compliance with all
requirements of Federal State and local laws rules ordinances and regulations
applicable to the management of such facilities and as contained in the permits issued
relative to the facilities CONTRACTOR and the COUNTY agree to cooperate fully with
one another within reason in all efforts undertaken pursuant to this paragraph The
CONTRACTOR shall be responsible at its sole cost for the payment of all fines
penalties and citations that the CONTRACTOR may incur
44 ACCEPTANCE OF WASTE
In accordance with applicable operational protocol established by the CONTRACTOR
and with the approval of the COUNTY CONTRACTOR shall provide operate and
maintain facilities for the receipt of Acceptable Waste brought to the Transfer Stations
441 Acceptable Waste The CONTRACTOR shall process Acceptable Waste received
at the Transfer Stations in accordance with applicable Federal State and local
regulations and in a manner which would not be likely to pose a threat to public
health and safety
442 Special Waste CONTRACTOR shall implement a program to identify and
manage Special Waste Any testing or additional charges for the receipt handling
and disposal of Special Waste shall be as agreed between the CONTRACTOR
and the generator or transpmier of the Special Waste
443 Unacceptable Waste The CONTRACTOR shall exercise its best efforts to avoid
the acceptance of Unacceptable Waste at the Transfer Stations The
CONTRACTOR shall process Unacceptable Waste received at the Transfer
Stations in accordance with applicable Federal State and local laws rules
ordinances and regulations and in a manner which would not be likely to pose a
threat to public health and safety The CONTRACTOR shall indemnify the
Okaloosa County Transfer Contract_Final Page 15 of 52
COUNTY for any liability claim or damages imposed as a consequence of
CONTRACTORs failure to process such material in accordance with applicable
Federal State or local regulations Any testing required or additional charges
imposed for the receipt handling and disposal of Special Waste shall be as agreed
between the CONTRACTOR and the generator or transporter of the Unacceptable
Waste
45 OPERATING REQUIREMENTS
451 The CONTRACTOR will provide at CONTRACTORs expense all the utilities
used in operating the Transfer Stations and Recycling Facility At the Baker
Transfer Station the CONTRACTOR shall pre-treat leachate to a pH between 60
and 85 The COUNTY shall transport the treated leachate for further treatment
and disposal
452 The CONTRACTOR shall be responsible for the maintenance and repair of all
real property at the Transfer Stations and Recycling Facility in accordance with
industry and operational standards It shall also be the CONTRACTORs
responsibility to replace all or part of the property fixtures machinery
improvements and equipment as required to maintain the operation and
performance of the Transfer Stations and Recycling Facility including facility
expansion necessary to accommodate increased throughput The CONTRACTOR
shall maintain and or replace as appropriate all rolling stock utilized by the
CONTRACTOR in performance of this Agreement
453 The CONTRACTOR shall specifically establish a procedure for monitoring the
wear on the waste receiving floors and shall establish a repair procedure before
the wear has progressed to the point that further wear could jeopardize the
renewal of the floor surface or involve replacement of the steel reinforcement in
the floor The floor shall be resurfaced by the CONTRACTOR at least once
during the te1m ofthis Agreement
Okaloosa County Transfer Contract_Final Page 16 of 52
454 The CONTRACTOR shall remove Solid Waste from the transfer station tipping
floors in accordance with its operating permits
455 The CONTRACTOR shall operate the facilities to allow for a turnaround time of
not greater than twenty (20) minutes for vehicles delivering waste or Recyclable
Materials
456 The Transfer Stations and Recycling Facility will be maintained in a neat clean
and attractive manner consistent with its function and present a positive public
appearance
457 The CONTRACTOR shall control litter at the Transfer Stations and Recycling
Facility sites Adequate litter control is defined as minimizing litter leaving the
site and the collection of off-site and on-site litter at the end of eve1y business
day
458 The CONTRACTOR shall separate tires White Goods and Electronics delivered
to the Transfer Stations from other waste and place them in separate containers as
provided by the COUNTY
46 HOURS AND DAYS OF OPERATION
The Transfer Stations and Recycling Facility will be open to the public from 600 am
until 500 pm Monday through Friday and 600 am until 1200 noon Saturday The
COUNTY reserves the right to alter the operating hours of the facilities The
FRANCillSEE and COUNTY agree to negotiate a reasonable rate adjustment if such
change in operating hours affects operating costs
47 HOLIDAYS
The CONTRACTOR will close the Transfer Stations and Recycling Facility on the
following holidays New Years Day Thanksgiving and Clumiddotistmas
Okaloosa County Transfer Contract_Final Page 17 of 52
48 COUNTY ACCESS
The CONTRACTOR shall afford reasonable access at any reasonable time to the
Transfer Stations and Recycling Facility by the COUNTY its authorized agents or public
authorities having regulatory jurisdiction over the facilities Such visits shall be
conducted in a manner so as to cause minimum interference with the performance of
CONTRACTOR s responsibilities hereunder All persons conducting such visits shall
provide appropriate identification and shall comply with CONTRACTORs established
safety rules and regulations
49 TRANSPORTATION OF ACCEPTABLE WASTE
The CONTRACTOR shall be responsible for all transportation of Acceptable Waste
except White Goods and tires once it has been accepted for disposal at the Transfer
Stations The CONTRACTOR shall transport Electronics to the COUNTY facility
designated by Authorized Representative The CONTRACTOR may transpmt
Constmction and Demolition Debris to a permitted facility of its choosing The
CONTRACTOR shall transpmt all other Acceptable Waste to the Spring Hill Regional
Landfill and shall have the duty to ensure that the transportation will be performed in
accordance with applicable regulations and will be prompt safe and efficient Upon
approval by the Authorized Representative the CONTRACTOR may transpmt
Acceptable Waste to a different permitted facility If such facility is closer to Okaloosa
County than the Spring Hill Regional Landfill the CONTRACTOR and COUNTY shall
negotiate a co=ensurate rate adjustment
410 PROCESSING OF RECYCLABLE MATERIALS
The CONTRACTOR shall be responsible for all transportation and processmg of
Recyclable Materials accepted at the Recycling Facility
411 RECORDKEEPING AND REPORTING
4111 The CONTRACTOR records required herein shall be maintained in electronic
database format utilizing Microsoft software or in a format approved by the
Okaloosa County Transfer Contract_Final Page 18 of 52
Authorized Representative The databases shall be readily available for inspection
by the COUNTY at any time during normal operating hours and information in
the records shall be shared with the COUNTY upon request
4112 The CONTRACTOR shall weigh and record all inbound and outbound vehicles
carrying materials including transfer trucks at the Fort Walton Beach Transfer
Station and Recycling Facility Each vehicle delivering waste or Recyclable
Materials shall be properly identified and authorized in a manner satisfactory to
the COUNTY and CONTRACTOR Weights of all waste and Recyclable
Materials shall be recorded in the COUNTYs WasteWorks system
4113 The weight of Acceptable Waste and Recyclable Materials shall be determined
using the weigh scales at the facility The CONTRACTOR shall at regular
intervals test the accuracy of the weigh scales such testing shall occur at least
once every ninety (90) Days The test records for the term of this Agreement shall
be kept on file in the scale house at the facility
4114 The CONTRACTOR shall maintain the original weight records that identify the
vehicles the time of weighing( s) and the tare weights of the vehicles for a period
of five (5) years after which CONTRACTOR may dispose of such records The
CONTRACTORs records so developed will be used as a basis for calculating
quantities of waste and Recyclable Materials and shall be subject to review
including spot checking by the COUNTY at its discretion on site or made
available to the COUNTY at such times as it may reasonably request Required
records in this category include but are not limited to itemized statements of the
amount of Acceptable Waste delivered to the Transfer Stations as further defmed
in Article 4
4115 The COUNTY shall be entitled to have its designated representatives at the
Transfer Stations and Recycling Facility at all times and CONTRACTOR shall
designate a suitable site for an office if required by COUNTY The COUNTY
shall further have the right to station its employees at all weigh scales to verify the
Okaloosa County Transfer Contract_Final Page 19 of52
correctness of the weight records and the CONTRACTOR shall provide
reasonable space for said employees
4116 The CONTRACTOR shall provide the Authorized Representative with its internal
tonnage report which shall include all waste delivered to the Transfer Stations
and all Recyclable Materials delivered to the Recycling Facility Tonnage shall
be broken down by material type and source of generationdelivery with all waste
and Recyclable Materials collected within the COUNTYs Franchise Area clearly
noted For Recyclable Materials collected within the COUNTYs Franchise Area
the CONTRACTOR shall provide an estimate of the breakdown of such material
by commodity Such report shall be submitted in electronic format within seven
(7) Days after the end of each month
412 TRANSITION
4121 The CONTRACTOR shall cooperate with the COUNTY or its designated
contractor during any transition period at the end of this Agreement Such
cooperation includes but is not limited to allowing site visits of the facilities by
the COUNTY or its contractor with advance notice and ensuring all facilities are
in Required Tum Back Condition pursuant to Paragraph 41
4122 The CONTRACTOR shall transfer all active facility permits for the Transfer
Stations and Recycling Facility to the COUNTY or its designated contractor as
requested by the COUNTY in a timely manner so as to avoid any disruption of
service
ARTICLES CONTRACTORS COMPENSATION
51 BASE RATE
The combined total rate for Acceptable Waste handling transportation and disposal paid
to the CONTRACTOR by the COUNTY shall be $3677 per Ton ofrep011ed and verified
waste receipts with the exception of Recyclable Materials Special Waste or
Okaloosa County Transfer Contract_Final Page20 of52
Construction and Demolition Debris managed at the facilities This rate shall take effect
on the Commencement Date of this Agreement and shall continue without adjustment
through September 30 2011
52 RATE ADJUSTMENTS
On October I 2011 and October 1 of each subsequent Contract Year of this Agreement
the CONTRACTORs base rate as provided in Paragraph 51 shall be adjusted
accmding to the following methodology as further explained in Exhibit C seventy
percent (70) of the rate shall be adjusted based on seventy-five percent (75) of the
percentage change in the CPI for the twelve (12) months ending on the preceding June
30ili and thirty percent (30) of the rate shall be adjusted based on the percent change in
the US Department of Energy Fuel Index for the previous twelve (12) months ending on
the preceding June 30ili The total rate adjustment each year may not exceed two percent
(2) of the previous years rates
53 BILLING AND PAYMENT OF CONTRACTORS FEES
531 CONTRACTOR shall keep records of all Acceptable Waste received at the
Transfer Stations as described herein
532 CONTRACTOR shall invoice the COUNTY monthly for the handling
transportation and disposal fees as set forth herein for Acceptable Waste
received at the Transfer Stations This invoice must include detailed information
regarding waste receipts including Solid Waste Bulk Waste Special Waste
Recyclable Material Unacceptable Waste and Merchant Waste in a format
approved by the Authorized Representative Only waste receipts reported using
this format and verified by the COUNTY will be paid COUNTY shall pay such
invoices within thirty (30) Days from the date of invoice or request additional
info1mation if adequate information is not provided
Okaloosa County Transfer Contract_Final Page 21 of52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS
COUNTY shall be responsible for the setting and collection of charges associated with all waste
receipts except as provided herein
61 ACCEPTABLE WASTE
The rates charged for Acceptable Waste will be as established by COUNTY Ordinance
No 00-08 and any amendments thereto If a waste load is too small to be accurately
weighed by the Transfer Stations weigh scales a flat rate shall be charged to the
customer per vehicle as established by COUNTY Ordinance No 00-08 and any
amendments thereto
62 SPECIAL WASTE
CONTRACTOR shall be responsible for setting rates associated with Special Waste
63 CONSTRUCTION AND DEMOLITION DEBRIS
CONTRACTOR shall use its best efforts to deliver a mmnnum of 1000 Tons of
Construction and Demolition Debris (CampD) per month to the Transfer Stations
collectively The COUNTY shall charge the CONTRACTOR a Ten Dollar ($1000) per
Ton host fee for all CampD material delivered to the Transfer Stations This CampD material
shall not be subject to any additional charges or Costs including tipping fees by the
COUNTY to the CONTRACTOR
64 RECYCLABLE MATERIALS
Recyclable Materials delivered by or on behalf of the COUNTY Incorporated
Municipalities or by private citizens directly or collected by the CONTRACTOR from
Commercial Business Establishments in the COUNTY will be accepted at no charge
The CONTRACTOR may negotiate Recyclable Materials processing fees with other
entities delivering such materials to the Recycling Facility
Okaloosa County Transfer Contract_ Final Page22 of52
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS
71 COUNTY RECYCLABLE MATERIALS
The CONTRACTOR shall pay the COUNTY revenue for each Ton of Recyclable
Materials delivered by or on behalf of the COUNTY to the Recycling Facility as follows
711 Each month the CONTRACTOR shall calculate the Average Market Value
(AMV) of Recyclable Materials defined as the sum of commodity prices (US
Dollar per Ton) posted on the first week of the month for the Southeast USA in
SecondaryMaterialsPricingcom and SecondaryFiberPricingcom multiplied by
the composition of the Recyclable Materials as defmed in Table 1 Exhibit D
provides an example ofthis calculation
Table 1
Composition ofRecyclable Materials and Market Indexes for Determining AMV
lVIaterial Index Description Percentale Newspaper (ONP) PSI 8 Baled FOB sellers dock 5260 Corrugated Cardboard (OCC) PSI 11 Baled FOB sellers dock 1130 Mixed Paper PSI 1 Baled FOB sellers dock 460 Aseptic Containers NIA 000 Aluminum Cans Aluminum Cans Sorted and Baled Delivered 170 Steel Cans Steel Cans Sorted and Baled Delivered 230 PET PET Baled Picked Up 460 HDPE (Natural) Natural HDPE Baled Picked Uo 090 HDPE (Colored) Colored HDPE Baled Picked Up 180 Clear Glass Flint Delivered 830 Green Glass Green Delivered 450 Brown Glass Amber Delivered 490 Contamination NIA 250
712 Each month the CONTRACTOR shall pay revenue to the COUNTY based on
the AMV equal to the total Tons of Recyclable Materials delivered by or on
behalf of the COUNTY multiplied by the revenue payment in Table 2 The
revenue payment in Column A will be in effect through March 31 2013 and that
in Column B will be in effect after that date If a Mate1ials Recovery Facility
Okaloosa County Transfer Contract_Final Page23 of52
(MRF) is developed by the CONTRACTOR within a 200 mile radius of the
COUNTY prior to March 31 2013 the revenue payment in Column B will go
into effect when such MRF becomes operational
Table 2
Per Ton Revenue Payment to COUNTY Based on AMV
Avera2e Market Value COLUMN A COLUMNB
Low Hi2h
Revenue Payment to COUNTY ($Ton)
until March 31 2013
Revenue Payment to COUNTY($Ton)
after March 31 2013 lt$8001 $9000 $2000 $2000
$9001 $10000 $2000 $2500
$10001 $11000 $2000 $3000 $11001 $12000 $2000 $3500
$12001 $13000 $2500 $4000
$13001 $14000 $3000 $4500 $14001 $15000 $3500 $5000 $15001 $16000 $4000 $5500 $16001 $17000 $4500 $6000
$17001 $18000 $5000 $6500 $18001 $19000 $5500 $7000 $19001 $20000 $6000 $7500
$20001 $21000 $6500 $8000 $21001 $22000 $7000 $8500
$22001 gt$23000 $7500 $9000
713 No later than the fifteenth (15th) Day of each month the CONTRACTOR shall
submit a Monthly Payment Report in a format approved by the Authorized
Representative for the previous calendar month detailing the calculation of each
revenue payment and the total revenue payment due to the COUNTY Said
revenue payment shall be remitted to the COUNTY within thirty (30) Days from
the end of the month for which the payment is being made
714 The CONTRACTOR may request a study to measure the composition of
Recyclable Materials utilized to calculate the AMV pursuant to Paragraph 7 1
Okaloosa County Transfer Contract_Final Page 24 of52
Table I of this Agreement such request being subject to approval by the
COUNTY If approved by the COUNTY the CONTRACTOR and COUNTY
shall jointly develop a methodology and cost estimate to conduct the composition
study The final methodology and selection of the Independent Third Party to
conduct the study must be approved by the Authorized Representative The
parties shall share equally in paying for the cost of the study Study results are
subject to final approval by the Authorized Representative Once approved
adjustments to the composition of Recyclable Materials shall become effective for
the following month and remainder of the term of the Agreement or until further
adjusted in accordance with this article
72 OTHER RECYCLABLE MATERIALS
The CONTRACTOR will remit $20 per Ton of Recyclable Material received at the
Recycling Facility that is not subject to Paragraph 71 with the exception of Recyclable
Materials not generated in Okaloosa County
ARTICLE 8 PERFORMANCE BOND
The CONTRACTOR shall furnish to the COUNTY a performance bond issued by a surety
licensed to do business in the State of Florida for the faithful performance of the Agreement and
all obligations arising hereunder The performance bond shall be made payable in favor of
Okaloosa County Florida or in lieu thereof pay to the COUNTY the sum of $200000000 A
complete bond shall be issued at least thirty (30) Days prior to the Commencement Date of this
Agreement
ARTICLE 9 LIQUIDATED DAMAGES
If the CONTRACTOR does not substantially fulfill its obligations under this Agreement the
COUNTY shall provide written notice to the CONTRACTOR of specific areas of deficiency
Examples of such deficiencies include but are not limited to the following
Okaloosa County Transfer Contract_Final Page 25 of 52
(a) Violation of environmental laws
(b) Inadequate litter control at the Transfer Stations andor the Recycling Facility Adequate
litter control is defined as minimizing litter leaving the site and the collection of off-site
and on-site litter at the end of every business day
(c) Failure to remove Solid Waste from the transfer station tipping floor in accordance with
FRANCHISEEs operating permits
(d) Other conditions created by the CONTRACTOR that could impact public health and
safety and
(e) Poor maintenance of the Transfer Stations and Recycling Facility and equipment
resulting in a poor public image of the facilities
The CONTRACTOR shall initiate reasonable steps to correct these deficiencies within seventyshy
two (72) hours of written notice If the CONTRACTOR does not initiate reasonable steps within
seventy-two (72) hours the COUNTY may at its discretion impose liquidated damages of $500
per Day until deficiencies are satisfactorily con-ected as determined by the COUNTY If the
CONTRACTOR has not con-ected these deficiencies within thirty (30) Days of receipt of written
notice the CONTRACTOR will be considered in default of the Agreement and the COUNTY
may terminate this Agreement and recover damages in the full amount of the performance bond
The COUNTY may assess liquidated damages pursuant to this Aliicle on a monthly basis and
shall at the end of each month notify the CONTRACTOR in writing of the liquidated damages
assessed and the basis for each assessment In the event the CONTRACTOR wishes to contest
such assessment(s) the CONTRACTOR shall within five (5) Days after receiving such notice
request in writing an opportunity to be heaimiddotd by the Board and present its defense to such
assessment(s)
The COUNTYs Authorized Representative shall notify the CONTRACTOR in writing of any
action taken with respect to CONTRACTORs claims and the decision of the Board will be final
Okaloosa County Transfer Contract_Final Page 26 of 52
ARTICLE 10 DEFAULT AND TERMINATION
The COUNTY may terminate this Agreement except as otherwise provided below in this
paragraph by giving CONTRACTOR fifteen (15) Days advance written notice upon the
happening of any one of the following events
(a) The CONTRACTOR fails to remedy deficiencies as noted in Article 9 within
thirty (30) Days of receipt ofwritten notice by the COUNTY
(b) The CONTRACTOR takes the benefit of any present or future insolvency statute
or shall make a general assigmnent for the benefit of creditors or file a voluntary
petition in bankruptcy or a petition or answer seeking readjustment of its
indebtedness under the Federal United States or any state thereof or consent to
the appointment or a receiver trustee or liquidator of all or substantially all of its
property or
(c) By order or decree of a court the CONTRACTOR shall be adjudged bankrupt or
an order shall be made approving a petition filed by any of its creditors or by any
of the Stockholders of the CONTRACTOR seeking its reorganization or the
readjustment of its indebtedness under federal bankrnptcy laws or under any law
of statute of the United States or of any state thereof provided that if any such
judgment is stayed or vacated within sixty ( 60) Days after the entry thereof any
notice of cancellation shall be and become null void and of no effect or
(d) By or pursuant to or under authority of any legislative act resolution or rule or
any order or decree of any cornt or government board agency or office having
jurisdiction a receiver trustee or liquidator shall take possession or control of all
or substantially all of the property of the CONTRACTOR and such possession of
control shall continue in effect for a period of sixty ( 60) Days or
(e) The CONTRACTOR shall voluntarily abandon desert or discontinue its
operation hereunder granted
Okaloosa County Transfer Contract_Final Page 27 of52
Then such shall be considered a material breach of this Agreement and the Authorized
Representative shall notify the CONTRACTOR in writing of the breach If within a period of
fifteen (15) Days the CONTRACTOR has not eliminated the conditions considered to be a
breach of contract or having so co=enced shall fail thereafter to continue with diligence the
cming thereof the Authorized Representative shall notify the Board
After these fifteen (15) Days the COUNTY can cause the CONTRACTOR to be obligated to pay
the COUNTY the amount specified in the bond and has the authority to terminate this
Agreement
ARTICLE 11 INSURANCE
111 CONTRACTORS INSURANCE
1111 The CONTRACTOR shall not co=ence any work in connection with this
Agreement until he has obtained all required insurance and such insurance has
been approved by the Okaloosa County Risk Management Director
1112 All insurance policies shall be with insurers licensed to do business in the State of
Florida and any insuring company is required to have a rnininimn rating of A
Class X in the Best Key Rating Guide published A M Best amp Co Inc
1113 All insurance shall include the interest of all entities names in and its respective
agents consultants servants and employees of each and all other interests as may
be reasonably required by Okaloosa County as Additional Insured The coverage
afforded the Additional Insured under this policy shall be primary insurance If
the Additional Insured have other insurance that is applicable to the loss such
other insurance shall be on an excess or contingent basis The amount of the
companys liability under this policy shall not be reduced by the existence of such
other insurance
Okaloosa County Transfer Contract_Final Page 28 of 52
1114 The County of Okaloosa shall be listed as Additional Insured by policy
endorsement on all insurance contracts applicable to this Agreement except
Workers Compensation and Professional Liability
1115 The County of Okaloosa shall be furnished proof of coverage by certificates of
insurance (COI) and endorsements for every applicable insurance contract
required by this Agreement The COI s and policy endorsements must be
delivered to the Autho1ized Representative not less than ten (10) Days prior to the
commencement of any and all contractual agreements between the County of
Okaloosa and the CONTRACTOR
1116 The COUNTY shall retain the right to reject all insurance contracts that do not
meet the requirement of this Agreement Further the COUNTY reserves the right
to change these insurance requirements with 60-Day notice to the
CONTRACTOR
1117 The insurance definition of Insured or Additional Insured shall include
Subcontractors Sub-subcontractors and any associated or subsidiary companies
of the CONTRACTOR which are involved and which is a part of the contract
1118 The COUNTY reserves the right at any time to require the CONTRACTOR to
provide certified copies of any insurance policies to document the insurance
coverage specified in this Agreement
1119 The designation of CONTRACTOR shall include any associated or subsidiary
company which is involved and is a part of the contract and such if any
associated or subsidiary company involved in the project must be named in the
Workers Compensation coverage
111IOAll policies shall be written so that the COUNTY will be notified of cancellation
or restrictive amendments at least thirty (30) Days prior to the effective date of
such cancellation or amendment Such notice shall be given directly to the
Authorized Representative
Okaloosa County Transfer Contract_Final Page 29 of 52
112 WORKERS COMPENSATION INSURANCE
1121 The CONTRACTOR shall secure and maintain during the life of this agreement
Workers Compensation insurance for all of his employees employed for the
project or any site connected with the work including supervision administration
or management of this project and in case any work is sublet with the approval
of the County of Okaloosa the CONTRACTOR shall require the Subcontractor
similarly to provide Workers Compensation insurance for all employees
employed at the site of the project and such evidence of insurance shall be
furnished the County of Okaloosa not less than ten (10) Days prior to the
conunencement of any and all subcontractual agreements which have been
approved by the County of Okaloosa
1122 Such insurance shall comply with the Florida Workers Compensation Law
1123 No class of employee including the CONTRACTOR himself shall be excluded
from the Workers Compensation insurance coverage The Workers
Compensation insurance shall also include Employers Liability coverage
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE
1131 The CONTRACTOR shall maintain Business Automobile Liability insurance
coverage throughout the life of this Agreement The insurance shall include
Owned Non-owned amp Hired Motor Vehicle coverage
1132 The CONTRACTOR shall carry other Conunercial General Liability insurance
against all other Bodily Injury Property Damage and Personal and Advertising
Injury exposures The coverage shall include both On- and Off-Premises
Operations Contractual Liability Board Form Property Damage and
Professional Liability
1133 All liability insurance ( other than Professional Liability) shall be written on an
occurrence basis and shall not be written on a claim-made basis If the insurance
Okaloosa County Transfer Contract~Final Page 30 of 52
is issued with an aggregate limit of liability the aggregate limit of liability shall
apply only to the locations included in this Agreement If as the result of any
claims or other reasons the available limits of insurance reduce to less than those
stated in the Limits of Liability the CONTRACTOR shall notify the Authorized
Representative in writing The CONTRACTOR shall purchase additional liability
insurance to maintain the requirements established in this Agreement Umbrella
or Excess Liability insurance can be purchased to meet the Limits of Liability
specified in this Agreement
1134 Commercial General Liability coverage shall be endorsed to include the
following
Premises - Operation Liability
Occurrence Bodily Injmy and Property Damage Liability
Independent CONTRACTORs Liability
Completed Operations and Products Liability
1135 CONTRACTOR shall agree to keep in continuous force Commercial General
Liability coverage including Completed Operations and Products Liability for two
(2) years beyond acceptance ofproject
114 LIMITS OF LIABILITY
The insurance required shall be written for not less than the following or greater if
required by law and shall include Employers liability with limits as prescribed in this
contract
LIMIT
A Workers Compensation
(1) State Statut01y
(2) Employers Liability $1000000 each accident
B Business Automobile amp Commercial $1000000 each occurrence
General Liability Insurance (A combined single limit)
C Personal and Adve1tising Injury $250000
D Pollution Liability $10000000 each occurrence
Okaloosa County Transfer Contract_Final Page 31 of 52
115 NOTICE OF CLAIMS AND LITIGATION
The CONTRACTOR agrees to report any incident or claim that results from performance
of this Agreement The COUNTY representative shall receive written notice in the form
of a detailed written repmi describing the incident or claim within ten ( 10) Days of the
CONTRACTORs knowledge In the event such incident or claim involves injury andor
property damage to a third party verbal notification shall be given the same Day the
CONTRACTOR becomes aware of the incident or claim followed by a written detailed
report within ten (10) Days of verbal notification
116 INDEMNIFICATION AND HOLD HARMLESS
To the fullest extent permitted by law CONTRACTOR shall indemnify and hold
harmless COUNTY its officers and employees from liabilities damages losses and
Costs including but not limited to reasonable attorney fees to the extent caused by the
negligence recklessness or intentional wrongful conduct of the CONTRACTOR and
other persons employed or utilized by the CONTRACTOR in the performance of this
contract
117 CERTIFICATES OF INSURANCE
1171 Certificates of insurance in duplicate indicating the job site and evidencing all
required coverage must be submitted to and approved by Okaloosa County prior
to the commencement of any of the work The certificate holder(s) shall be as
follows
Okaloosa County
602-C No1ih Pearl Street
Crestview Florida 32536
1172 All policies shall expressly require thirty (30) Days written notice to Okaloosa
County at the address set out above or the cancellations of material alterations of
such policies and the Certificates of Insurance shall so provide
Okaloosa County Transfer Contract_Final Page32 of52
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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wmiddotM~middot7J middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot ~
Lois Jones STATE OF Flori COUNTY OF Ca]oosa
I HlllampIY CIATIFY lhfl on 1hi1 day btfor me an olfictt d11l1 nliltelbld middot in 11M $1amp11 afOffllid ampnd In 1M Cova11 alonuid to Ille UkllllMtiplfntt ptllDIUIU apptAltclJlh If 1111gar poundKee Vice President ~Jleve1opnmtt Ollpiey Inc
FILEtl 1247660 OKALOOSA COUNTYFLORIDA
I
R~D1 MAR 11 1993 8 3144 PM NEWNAN C BRACKIN CLERK
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Northgate DeVelomicrorent Canpany Inc
bull -11on unJ tho 1w f Florida ino -1 i o fufnnbull 1350 E John Sims Pkwy Niceville FL 32578 ~naff1r colW tiamp gronlor lo Okaloosa Board of County Cctrmissioners
colioi potoltc ddr u Okaloosa County courthouse OFFICIAL RECORDS Crestview Fl 32536 BK 1732 PG 486
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LEXAL DESCRIPrIOO CCHoIDvCIN3 at the concrete nonurrent (1980 FAFB) rrarking the NW corner of the NE ( ~f section 8 lbwnship 2 South Range 24 West Okaloosa Co1lllty Florida run S88-2048E along the north boundacy thereof 62500 feet to a concrete mgtrnnEnt numbered 3501 thence S03deg00 1 181w 20006 feet to a concrete rronurrent mmtered 3501 and the POINI OF BEGINNIIlaquo thence continue S03deg00 1 l811W 6602 feet to a concrete mmUOOlt numbered 3501 thence S88deg2048 11E 113000 feet to a ooncrete nonument mmbered 3501 on the weseerly right-of-way line of the Hill Avenue Extension AKA Freedan-Way thence N07deg1545 11E along said right-of-way line 6632 feet to a concrete rromment nurrbered 3501 thence N88deg2048W 113493 feet to the POINT OF BffiINNING Containing 172 acres nore or less SUbject to easanent of record ittls property is to be used as county maintained road
Togtlfatr wfll oU 1k l1Mriuntt lrcll10ffl9ftlt csnd PurffflGICff -- ~ or M - wlte appertlllrdnf
to llaue and hi ltlld i 1=
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MADAIIIS OrPICE SUPPLY -2138113 WAHANff OUO =01-iunON
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Northgate Develomicronent company Inci
J IIbull i pi oA carpofGflon bulldlllnQ unJ IA ruw al Florida lutiMti 1111 203 John C Sims Parkway Niceville Florida 32578 Ibullmiddotmiddotmiddotmiddot -~ 1bull1elnoflf cauJ 11 grontor to
1affelnotr eatrlaquol rr glllllfN
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LFGAL DFSCRIPrION PARCEL B BEGINNING at the concrete monument marking (1980 JilFB) the NW corner of the NE of Section 8 Township 2 South Range 24 West Okaloosa OJunty Florida run S88deg20 14811 E along the north boijndary thereof 62500 feet to a concrete monunent numbered 3501 tBence S03 001 l81W 46000 feet to a concrete monument numbered 3501 thence N88 2048W 62500 feet to a concrete monument num~red 3501 on the west boundary of the aforesaid NE~ of Section 8 thence N03 0018E along said west boindary 46000 feet to the POINT OF BEGINNING Containing 660 acres more or less middot
Togtlhff WlH apparialnlRQ
To llaue and to Bold 1 r ff Bod th gPIWOr h-b oo-- wllfa ald a~ 1Jm U t lcwuil bullefud ol Mid land tn bull
bnp1 IIal II lo good ~hi J lwul owlori1 lo ll J con- 4JJ IonI Ml U _ vll _ n111u 11a ml fo rdd kI iiil w-lU df=rd tL ==-~~ ~e ~ Luof2J c~ of all~ wAaRUatNr
and duat old land t Ne ol cU encwnLroncu FLORIDA DOCUMENTARY STAMP TAX REQUIRED BY LAW IN THE AMOUNT OF IJVe(Sdeg1AS BEEN P bull NEWMAN C BR CKIN CLERK OKAL COU TY B DC
~0~~ ohn wbull MingerL ExecbullVice Pres-middotmiddotmiddot
IPACl ULOW 01 IKO-flgtIH VU
I HERampBY CERTIFY thn on thibull dar bdou me an officer dulr authoriud in 1hc Stilt aforuald and in the County alorruid to ukc ucknowlrd~mn11 pcnonbullllr appnrtd
John w Minger Exec Vice Pres Northgate Developnent Ompany Inc
RCD1 OCT 23 1989 NEWMAN C BRACKIN
FILElt 1058478 OKALOOSA COUNTYFL0R1DA
r Waste Management Inc of Florida
w~o11 poatollH addra U 500 Cypress Creek Road West Suite 300 Fort Lauderdale Florida 33309
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-
EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No EntilyType Incorporation
TX Newco LLC 61-1468715 Limited Liability Company Delaware
United Waste Systems Leasing Inc 38-3324143 Corporation Michigan
United Waste Systems of Gardner Inc 04-3320949 Corporation Massachusett
USA South Hills Landfill Inc 25-1139448 Corporation Pennsylvania
USA Valley Facility Inc 23-2886199 Corporation Delaware
USA Waste Geneva Landfill Inc 34-1802751 Corporation Delaware
USA Waste Landfill Operations and Transfer Inc 76-0435557 Corporation Texas
USA Waste of California Inc 68-0306154 Corporation Delaware
USA Waste of Pennsylvania LLC 74-2921886 Limited Liability Company Delaware
USA Waste of Texas Landfills Inc 76-0322548 Corporation Delaware
USA Waste of Virginia Landfills Inc 58-1932248 Corporation Delaware
USA Waste Services of NYC Inc 11-3301808 Corporation Delaware
USA Waste-Management Resources LLC 13-3853086 Limited Liability Company New York
USA-Grine LLC 04-3735654 Limited Liability Company Delaware
UWS Barre Inc 04-3320948 Corporation Massachusett
Valley Garbage and Rubbish Company Inc 95-2090787 Corporation California
Vaporlok Technology LLC Limited Liability Company Delaware
Verns Refuse Service Inc 45-0435644 Corporation North Dakota
VFB LLC 22-3842831 Limited Liability Company New Jersey
VHG Inc UK-0000023 Corporation Minnesota
Vickery Environmental Jnc 31-1153176 Corporation Ohio
Vista Landfill LLC 59-3652174 Limited Liability Company Florida
Voyageur Disposal Processing Inc 41-1734827 Corporation Minnesota
Warner Company 51-0281233 Corporation Delaware
Warner Hill Development Company 34-1043478 Corporation Ohio
Waste Away Group Inc 63-0898842 Corporation Alabama
Waste Management Arizona Landfills Inc 86-0683003 Corporation Delaware
Waste Management Buckeye LLC 26-0076809 Limited Liability Company Delaware
Waste Management Collection and Recycling Inc 95-2621587 Corporation California
Waste Management Disposal Services of Colorado Inc 84-1004487 Corporation Colorado
Waste Management Disposal Services of Maine Inc 01-0392888 Corporation Maine
Waste Management Disposal Services of Maryland Inc 36-2898301 Corporation Maryland
Waste Management Disposal Services of Massachusetts Inc 04-2320990 Corporation Massachusett
Waste Management Disposal Services of Oregon Inc 36-3548405 Corporation Delaware
Waste Management Disposal Services of Pennsylvania Inc 23-1655318 Corporation Pennsylvania
Waste Management Disposal Services of Virginia Jnc 36-3791008 Corporation Delaware
Waste Management Financing Corporation 36-4200855 Corporation Delaware
Waste Management Holdings Inc 36-2660763 Corporation Delaware
Waste Management Inc- of Florida 59-1094518 Corporation Florida
Waste Management lndycoke LLC 81-0640497 Limited Liability Company Delaware
Waste Management International Inc 36-3255004 Corporation Delaware
Waste Management International Ltd NA-0000099 Limited Liability Company Bermuda
Waste Management Municipal Services of California Inc 77-0151385 Corporation California
Waste Management National Services Inc 760686861 Corporation Delaware
Waste Management New England Environmental Transport Inc 04-3509618 Corporation Delaware
Waste Management of Alameda County lnc 94-0727420 Corporation California
Waste Management of Alaska Inc 91-1879241 Corporation Delaware
Waste Management of Arizona Inc 86-0198265 Corporation California
Waste Management of Arkansas Inc 04-2814811 Corporation Delaware
Waste Management of California Inc 95-1735737 Corporation California
Waste Management of Canada Corporation NA-0000021 Corporation Ontario
Waste Management of Carolinas Inc 56-0731307 Corporation North Caroline
8312010 83532 AM Page 6
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No Entity Type Incorporation
Waste Management of Colorado Inc
Waste Management of Connecticut Inc
Waste Management of Delaware Inc
Waste Management of Fairless LLC
Waste Management of Five Oaks Recycling and Disposal Facility t
Waste Management of Georgia Inc
Waste Management of Hawaii Inc
Waste Management of Idaho Inc
Waste Management of lltinois Inc
Waste Management of Indiana Holdings One Inc
Waste Management of Indiana Holdings Two Inc
Waste Management of Indiana LLC
Waste Management of Iowa Inc
Waste Management of Kansas Jnc
Waste Management of Kentucky Holdings Inc
Waste Management of Kentucky LLC
Waste Management of Leon County Inc
Waste Management of Londonderry Inc
Waste Management of Louisiana Holdings One Inc
Waste Management of Louisiana LLC
Waste Management of Maine Inc
Waste Managerrient of Maryland Inc
Waste Management of Massachusetts Inc
Waste Management of Metro Atlanta Inc
Waste Management of Michigan Inc
Waste Management of Minnesota Inc
Waste Management of Mississippi Inc
Waste Management of Missouri Inc
Waste Management of Montana Inc
Waste Management of Nebraska Inc
Waste Management of Nevada Inc
Waste Management of New Hampshire Inc
Waste Management of New Jersey Inc
Waste Management of New Mexico Inc
Waste Management of New York LLC
Waste Management of North Dakota Inc
Waste Management of Ohio Inc
Waste Management of Oklahoma Inc
Waste Management of Oregon Inc
Waste Management of Pennsylvania Gas Recovery LLC
Waste Management of Pennsylvania Inc
Waste Management of Plainfield LLC
Waste Management of Rhode Island Inc
Waste Management of South Carolina Inc
Waste Management of South Dakota Inc
Waste Management of Texas Holdings Inc
Waste Management of Texas Inc
Waste Management of Tunica Landfill Inc
Waste Management of Utah Inc
Waste Management of Virginia Inc
Waste Management of Washington Inc
Waste Management of West Virginia lnc
8312010 83532 AM
84-0523684
06-1485581
51-0094505
26-3468180
37-1035820
36-3319564
76-0638599
82-0364976
36-2660859
36-4039079
36-4059574
36-4071447
42-0824220
48-0634806
36-4059575
36-4035849
36-3319565
20-5657050
36-4142119
36-4119910
01-0267739
52-0250430
04-2535063
58-1937966
38-1214786
36-2698820
36-3005295
43-0992367
36-3564773
36-3469702
88-0394159
04-2482447
36-3700143
85-0229020
36-4206797
36-3798294
25-1673264
73-0685975
93-0612655
20-2926331
25-1232336
76-0722971
36-3668109
36-2935124
46-0348394
43-1976001
75-1223528
64-0869334
87-0302156
25-1578667
36-3846342
36-3553198
Corporation
Corporation
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Limited Liability Company
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Corporation
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Limited Liability Company
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Corporation
Corporation
Limited Liability Company
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Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Colorado
Delaware
Delaware
Delaware
Delaware
Georgia
Delaware
Idaho
Delaware
Delaware
Delaware
Delaware
Iowa
Kansas
Delaware
Delaware
Florida
Delaware
Delaware
Delaware
Maine
Maryland
Massachusett
Georgia
Michigan
Minnesota
Mississippi
Delaware
Delaware
Delaware
Nevada
Connecticut
Delaware
New Mexico
Delaware
Delaware
Ohio
Oklahoma
Oregon
Delaware
Pennsylvania
Delaware
Delaware
South Carolin
South Dakota
Delaware
Texas
Mississippi
Utah
Virginia
Delaware
Delaware
Page7
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No Entity Type Incorporation
Waste Management of Wisconsin Inc
Waste Management of Wyoming Inc
Waste Management Partners Inc
Waste Management Recycle Asia LLC
Waste Management Recycling and Disposal Services of California
Waste Management Recycling of New Jersey LLC
Waste Management Security LLC
Waste Management Service Center Inc
Waste Management Inc
Waste Management Inc of Tennessee
Waste Resources of Tennessee Inc
Waste Services of Kentucky LLC
Waste to Energy Holdings Inc
Waste to Energy I LLC
Waste to Energy II LLC
Wastech Inc
WESI Baltimore Inc
WESI Capital Inc
WESI Peekskill Inc
WESI Westchester Inc
Westchester Resco Associates LP
Western One Land Corporation
Western Waste Industries
Western Waste of Texas LLC
Wheelabralor -Ballin1u1e LLC
Wheelabrator Baltimore LP
Wheelabrator Bridgeport LP
Wheelabrator Cedar Creek Inc
Wheelabrator Chambers Inc
Wheelabrator China Holdings Limited
Wheelabrator Claremont Company LP
Wheelabrator Claremont Inc
Wheelabrator Concord Company LP
Wheelabrator Concord Inc
Wheelabrator Connecticut lnc
Wheelabrator Culm Services Inc
Wheelabrator Environmental Systems Inc
Wheelabrator Environmental Technologies Consulting (Shanghai) (
Wheelabrator Falls Inc
Wheelabrator Frackville Energy Company Inc
Wheelabrator Frackville Properties Inc
Wheelabrator Frederick Inc
Wheelabrator Fuel Services Inc
Wheelabrator Gloucester Company LP
Wheelabrator Gloucester Inc
Wheelabrator Guam Jnc
Wheelabrator Hudson Falls LLC
Wheelabrator Lassen Inc
Wheelabrator Lisbon Inc
Wheelabrator McKay Bay Inc
Wheelabrator Millbury Inc
Wheelabrator Netherlands BV
831200 83532 AM
39-0967466
36-3828554
36-3220911
39-1977904
95-2370376
04-3735640
43-1970495
20-4017651
73-1309529
36-2935128
54-0838353
94-3429202
76-0652923
02-0519035
02-0519036
93-0936732
02-0357495
36-3861933
02-0363274
02-0360305
02-0367753
76-0688224
95-1946054
30-0239250
36-4057301
36-4057307
36-4057309
02-0443870
26-3194113
23-50847741
02-0390003
20-4284300
02-0394017
02-0393450
36-3908786
02-0442574
02-0412779
27-2548111
04-3024782
02-0393452
04-3100742
02-0442576
02-0396724
02-0391601
36-3926262
72-1541910
36-3926261
61-1167063
36-3240315
02-0412788
26-4308579
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Partnership
Limited Partnership
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Limited Partnership
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Wisconsin
Delaware
Delaware
Ohio
California
Delaware
Delaware
Delaware
Delaware
Tennessee
Tennessee
Delaware
Delaware
Delaware
Delaware
Nevada
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
California
Delaware
Delaware
Maryland
Delaware
Delaware
Delaware
Hong Kong
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Peoples Rep1
Delaware
Delaware
Delaware
Delaware
Delaware
New Jersey
Delaware
Delaware
Delaware
Delaware
Delaware
Florida
Delaware
Netherlands
Page8
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No EntifyType Incorporation
Wheelabrator New Hampshire Inc
Wheelabrator New Jersey Inc
Wheelabrator NHC Inc
Wheelabrator North Andover Inc
Wheelabrator North Broward Inc
Wheelabrator Norwalk Energy Company Inc
Wheelabrator Penacook Inc
Wheelabrator Pinellas Inc
Wheelabrator Portsmouth Inc
Wheelabrator Putnam Inc
Wheelabrator Ridge Energy Inc
Wheelabrator Saugus Inc
Wheelabrator Shasta Energy Company Inc
Wheelabrator Sherman Energy Company GP
Wheelabrator Sherman Station LLC
Wheelabrator Sherman Station One Inc
Wheelabrator South Broward Inc
Wheelabrator Spokane Inc
Wheelabrator Technologies Inc
Wheelabrator Technologies International Inc
Wheelabrator Westchester LP
White Lake Landfill Inc
Williams Landfill LLC
Willow Oak Landfill LLC
WM Arizona Ope atiur1s LLC
WM Asphalt Products LLC
WM Bagco LLC
WM Conversion Energy LLC
WM Conversion Fund LLC
WM Corporate Services Inc
WM Emergency Employee Support Fund Inc
WM Energy Resources Inc
WM Energy Solutions Inc
WM Green Squad LLC
WM GreenOps LLC
WMGTL Inc
WM GTL LLC
WM Healthcare Solutions Inc
WM Illinois Renewable Energy LLC
WM International Holdings Inc
WM International Services (UK) Limited
WM Lamp Tracker Inc
WM Landfills of Ohio Inc
WM Landfills of Tennessee Inc
WM Leasing of Arizona LLC
WM Leasing of Texas LP
WM LNG Inc
WM Mercury Waste Inc
WM Middle Tennessee Environmental Center LLC
WM Mobile Bay Environmental Center Inc
WM Nevada Renewable Energy LLC
WM of Texas LLC
8312010 83532 AM
02-0390002
02-0391598
02-0393448
36-3062971
04-3030218
02-0395269
02-0393449
36-3110153
27-1446081
36-3908789
36-3820153
13-2740971
02-0395274
02-0390349
76-0743287
02-0390312
02-0410154
02-0416522
22-2678047
36-3965264
02-0367751
38-1889893
61-1342579
20-1457518
32-0112690
27-0675171
26-4626312
26-4040670
27-1445960
27-3308922
11-3758170
27-1184260
76-0695139
26-1694369
26-4194066
26-0294424
26-0294528
20-3483524
45-0512000
76-0607203
NA-0000098
26-2748613
31-1509696
62-1462526
20-4017719
20-4017724
26-2294125
27-2289604
26-1946982
76-0638602
27-1678300
26-0428868
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
General Partnership
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Limited Liability Company
Limited Liability Company
Limited Uabllfty Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Not For Profit Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Limited Partnership
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Limited Liability Company
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Maine
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Michigan
Delaware
Georgia
Uelaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
England
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Page 9
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No Entity Type Incorporation
WM Organic Growth Jnc
WM PA Holdings LLC
WM Pack-Rat of California LLC
WM Pack-Rat of Illinois LLC
WM Pack-Rat of Kentucky LLC
WM Pack-Rat of Maryland LLC
WM Pack-Rat of Massachusetts LLC
WM Pack-Rat of Michigan LLC
WM Pack-Rat of Nevada LLC
WM Pack-Rat of Ohio LLC
WM Pack-Rat of Rhode Island LLC
WM Pack-Rat LLC
WM Partnership Holdings Inc
WM Phoenix Energy Resources LLC
WM Quebec Inc
WM RA Canada Inc
WM Recycle America LLC
WM Recycle Europe LLC
WM Renewable Energy LLC
WM Resource Recovery amp Recycling Center Inc
WM Resources Inc
WM Safety Services LLC
WM Security Seivices Inc
WM Services SA
WM Storage II Inc
WM Storage Inc
WM Texas Pack Rat LLC
WM Trash Monitor Plus LLC
WM WY Energy Resources LLC
WMI Medical Services of Indiana Inc
WMI Mexico Holdings Inc
WMNA Container Recycling LLC
WMRE of Michigan LLC
WMSALSA Inc
WMST Illinois LLC
WTI Air Pollution Control Jnc
WTI Financial LLC
WTI International Holdings Inc
wn Rust Holdings Inc
WTI UK LTD
20-4677155
27-2335935
26-0380883
26-0524082
26-2289448
26-1411856
26-1411946
26-2289484
27-0371504
262289407
26-1855760
26-0285281
36-3974344
27-2340971
NA-0000041
NA-0000172
72-1541911
20-0570245
45-0511978
26-2289538
25-1536159
20-3887188
20-3714754
NA-0000108
27-1525390
26-0285202
26-1442144
26-1436776
27-1184329
35-1724992
36-3912290
04-3735649
27-3334762
20-2580150
94-3423874
36-4110833
20-0584237
36-3908839
02-0351425
98-0336025
Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Liabflily Company
Corporation
Corporation
Limited Liability Company
Corpdration
Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Not For Profit Corporation
Limited Liability Company
Corporation
Limited Liability Comp_any
Corporation
Corporation
Corporation
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Canada
Ontario
Delaware
Delaware
Delaware
Delaware
Pennsylvania
Delaware
Delaware
Argentina
Delaware
Delaware
Delaware
Delaware
Delaware
Indiana
Delaware
Delaware
Delaware
Texas
lllinois
Delaware
Delaware
Delaware
Delaware
United Kingdc
81312010 83532 AM Page 10
----
POWER Federal Insurance Company Attn Surety DepartmentChubb OF Vigilant Insurance Company 15 Mountain View Road Surety AITORNEY Pacific Indemnity Company Warren NJ 07059
CHUBB
Know All by These Presents That FEDERAL INSURANCE COMPANY an Indiana corporation VIGILANT INSURANCE COMPANY a New York cor]Joration and PACIFIC INDEMNITY COMPANY a Wisconsin corporation do each hereby constitute and appoint Joseph Aulbert Marc W Boots Richard Covington Joy Durham Stephanie Gunderson Vickie Lacy Heather Noles P T Osburn and Maria D Zuniga of Housfon Texasmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot-middotmiddotmiddot-middotmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot--middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot
each as their true and lawful Attorneymiddot Inmiddot Fact lo execute under such designation in their names and 1o affix their corporate seals to and deliver for and on their behalf as surety thereon or otherwise bonds and undertakings and other writings obligatoiy in the nature thereof other lhan ball bonds) given or executed in the course of business and any Instruments amending or altering lhe same and consents to the modification or alteration of any instrument referred to in said bonds or obligations
In Wllness Whereof said FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY have each executed and attested these presents and affixed their corporale seals on this 17th day of August 2010
STATE OF NEW JERSEY ss
County of Somerset
On this i 7th day of August 2010 before me a Notary Public of New Jersey personally came Dawn M Chloros to me known to be Assistant Secretary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY the companies which executed the foregoing Power of Attorney and the said Dawn M Chloros being by me duly sworn did depose and say that he is Assistant Secretary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY and knows the corporate seals thereof that the seals affixed to the foregoing Power of Attorney are such corporate seals and were thereto affixed by authority of the By- Laws of said Companies and hat ha signed said Power of Attorney as Assistant Secretary of said Companies by like authority and that he Is acquainted with David B Norris Jr and knows him to be Vice President of said Companies and that the signature of David B Norris Jr subscribed to said Power of Altomey Is ln the genuine handwriting of David B Norris Jr and was thereto subscribed by authority of said By- Laws and In deponents presence
Notarial Seal
KATHERINE J ADElMR NOTARY PUBLIC OF NEW JERSEY
No 2316685 CCIIRmQlon Exp July 16 2014
CERTIFICATION Exlract from the Bymiddot Laws of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY
All powers of attorney for and on behalf of Iha Company may and shall be executed in lhe name and on behalf of the Company either by the Chairman or the President or a Vice President or an Asslslant Vice President jointly with the Secretary or an Assistan1 Secretary under their respective designations The signature of such officers may be engraved printed or lithographed The signature of each of the fotlowing officers Chairman President any Vice President any Assistant Vice Presidenl any Secretary any Assislant Secretary and the seal of the Company may be affixed by facsimile to any power of attorney or to any certificate relating thereto appointing Assistant Secretaries or Attomeys- in- Fact for purposes only of eKeculing and attesting bonds and undertakings and other writings obligatory in the nature thereof and any such power of attorney dr certificate bearing such facsimile signature or lacsimie seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimlle signature and facsimile seal shall be valid and binding upon the Company with respect to any bond or undertaking to which ii is attached
I Dawn M Chloros Assistant Secrelary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY
(the ~companies) do hereby certify Iha
(I) (H)
J31dD0
hJ (lL~ff (1j~W Dawn M Chloros Assistant Secretary
Form 15-10-02258-U (Ed 5-03) CONSENT
TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS 6
ARTICLE 2 CONTRACT PURPOSE AND TERM 12
21 PURPOSE 12
22 EFFECTIVE DATE AND COMMENCEMENT DATE 12
23 TERM 13
ARTICLE 3 COUNTY RESPONSIBILITIES 13
31 DELIVERY OF ACCEPTABLE WASTE 13
32 MANNER OF DELIVERIES 13
33 COOPERATION 13
ARTICLE 4 CONTRACTOR RESPONSIBILITIES 13
41 OWNERSHIP AND TRANSFER OF OWNERSHIP 13
42 CAPITAL IMPROVEMENTS 14
43 PERMITTING AND COMPLIANCE 15
44 ACCEPTANCEOFWASTE 15
45 OPERATING REQUIREMENTS 16
46 HOURS AND DAYS OF OPERATION 17
47 HOLIDAYS 17
48 COUNTY ACCESS 18
49 TRANSPORTATION OF ACCEPTABLE WASTE 18
410 PROCESSING OF RECYCLABLE MATERIALS 18
411 RECORDKEEPING AND REPORTING 18
412 TRANSITION 20
ARTICLE 5 CONTRACTORS COMPENSATION 20
51 BASE RATE 20
52 RATE ADJUSTMENTS 21
53 BILLING AND PAYMENT OF CONTRACTORS FEES 21
Okaloosa County Transfer Contract_ Final Page 2 of 52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS 22
61 ACCEPTABLE WASTE 22
62 SPECIAL WASTE 22
63 CONSTRUCTION AND DEMOLITION DEBRIS 22
64 RECYCLABLE MATERIALS 22
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS 23
71 COUNTY RECYCLABLE MATERIALS 23
72 OTHER RECYCLABLE MATERIALS 25
ARTICLE 8 PERFORMANCE BOND 25
ARTICLE 9 LIQUIDATED DAMAGES 25
ARTICLE 10 DEFAULT AND TERMINATION 27
ARTICLE 11 INSURANCE 28
I II CONTRACTORS INSURANCE 28
112 WORKERS COMPENSATION INSURANCE 30
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE 30
114 LIMITS OF LIABILITY 31
115 NOTICE OF CLAIMS AND LITIGATION 32
116 INDEMNIFICATION AND HOLD HARMLESS 32
117 CERTIFICATES OF INSURANCE 32
118 GENERALTERMS 33
119 UMBRELLA INSURANCE 34
ARTICLE 12 FORCE MAJEURE 34
121 INABILITY TO PERFORM 34
122 EVENTS OF FORCE MAJEURE 35
123 WRITTEN NOTIFICATION 35
Okaloosa County Transfer Contract_Final Page3 of52
ARTICLE 13 TITLE TO WASTE 36
ARTICLE 14 ARBITRATION36
141 ARBITRATION 36
142 INDEPENDENT THIRD PARTY 36
143 AMBIGUITY 37
ARTICLE 15 OTHER TERMS AND CONDITIONS 37
151 WAIVER 37
152 ASSIGNMENT OF AGREEMENT 37
153 SUBCONTRACTORS 37
154 INDEPENDENT CONTRACTOR 38
155 NON-DISCRIMINATION PROVISIONS 38
156 LAW TO GOVERN VENUE JURISDICTION 39
157 ILLEGAL PROVISIONS 39
158 MODIFICATIONS 39
159 PREPARATION OF AGREEMENT 39
1510 REMEDIES CUMULATIVE 39
1511 HEADINGS 40
1512 REPRESENTATIONS OF CONTRACTOR 40
1513 REPRESENTATIONS OF COUNTY 40
1514 REPRESENTATIVES 40
1515 NOTICES 41
1516 ENTIRE AGREEMENT 42
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT 42
EXHIBIT A SPECIAL WAS TE 43
EXHIBIT B REAL PROPERTY WARRANTY DEEDS 46
EXHIBIT C CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO
CONTRACTORS RATE 49
EXHIBIT D SAMPLE AVERAGE MARKET VALUE CALCULATION 50
Okaloosa County Transfer Contract_Final Page4 of52
SOLID WASTE TRANSFER STATION OPERATION AGREEMENT
THIS AGREEMENT is made as of this J)Paay 8~ 2010 by and
between Okaloosa County Florida (the COUNTY) a political subdivision of the State of
Florida and Waste Management Inc ofFlorida (hereinafter refened to as CONTRACTOR) a
corporation duly organized and validly existing under and by virtue of the laws of the State of
Florida and authorized to do business in the State ofFlorida
WITNESSETH
WHEREAS the COUNTY and the CONTRACTOR entered into an agreement dated as of June
2 2000 pursuant to which CONTRACTOR operates transfer stations utilizing state-of-the-rut
techniques and in accordance with the rules and regulations of the Florida Deprutment of
Environmental Protection including but not limited to 62-701801 FAC and all referenced
codes for the purpose of receiving and transporting Solid Waste to a disposal site as provided
therein and
WHEREAS such contract for Solid Waste Transfer Station Operations authorizes the renewal of
said agreement and
WHEREAS the COUNTY and CONTRACTOR desire that CONTRACTOR continue to
operate and manage transfer stations under the te1ms and conditions set fotth in this Agreement
NOW THEREFORE in consideration of the premises contained in this Agreement the patties
hereto intend to be legally bound as follows
Okaloosa County Transfer Contract_Final Page 5 of52
ARTICLE 1 DEFINITIONS
The following words and expressions ( or pronouns used in their stead) shall wherever they
appear in this Agreement be constrned as follows unless a different meaning is clear from the
context Words of the masculine gender shall be deemed and construed to include correlative
words of the feminine and neuter genders Unless the context shall otherwise indicate all words
shall include the plum as well as the singular number and the word person shall include
corporations and associations including public bodies as well as natural persons
Acceptable Waste shall mean Solid Waste including garbage rnbbish refuse residue
incidental amounts of household hazardous waste as permitted by the Florida Department of
Environmental Protection and other discarded solid or semi-solid mate1ials resulting from
domestic commercial industrial recycling resource recovery agricultural and governmental
operations Acceptable Waste also includes Bulk Waste Special Waste (except those defined
under Unacceptable Waste) and Recyclable Materials Acceptable Waste shall not include
regulated Hazardous Waste Medical Waste Biomedical Waste Biological Waste Infectious
Waste and Yard Trash
Agreement shall mean this Agreement including all attachments and amendments thereto
Authorized Representative means the Public Works Director or as othetwise designated in
writing by the Board to represent the COUNTY in the administration and supervision of this
Agreement
Biomedical Waste means any Solid Waste or liquid waste which may present a threat of
infection to humans The term includes but is not limited to non-liquid human tissue and body
parts laboratory and veterinary waste that contain human disease-causing agents used
disposable shaips human blood human blood products body fluids and other materials that in
the opinion of the Department of Health and Rehabilitative Services represent a significant risk
of infection to persons outside the generating facility
Biological Waste means Solid Waste that causes or has the capability of causing disease or
infection and includes but is not limited to Biomedical Waste diseased or dead animals and
other wastes capable of transmitting pathogens to humans or animals
Okaloosa County Transfer Contract_Final Page 6 of52
Board shall mean the Board of County Commissioners of Okaloosa County Florida which is
the governing body of the COUNTY
Bulk Waste shall mean any waste that requires additional management due to its bulk or
weight and shall include Household Furniture treated lumber Electronics bicycles push type
lawn mowers with all oil and gas drained automotive tires and White Goods Bulk Waste does
not include any form of matter or debris resulting from tree removal land clearing land
development or Special Waste as defmed herein
Commencement Date means the first day of the month following the Effective Date of this
Agreement
Commercial Business Establishment means any establishment other than a residential
dwelling apartment complex condominium complex or trailer park and shall be and shall
include but not be limited to all retail professional wholesale and industrial facilities
manufacturing facilities non-profit enterprises governmentalpublic agencies and any other
commercial enterprises offering goods or services to the public
Commercial Waste means any Acceptable Waste generated at a Commercial Business
Establishment
Construction and Demolition Debris means discarded materials generally considered to be
not water-soluble and nonhazardous in nature including but not limited to steel glass brick
concrete asphalt roofing material pipe gypsum wallboard and lumber from the construction or
destruction of a structure as paii of a construction or demolition project or from the renovation of
a structure and including rocks soils tree remains trmiddotees and other vegetative matter that
nmmally results from land clearing or land development operations for a construction project
including such debris from construction of structures at a site remote from the construction or
demolition project site Mixing of Construction and Demolition Debris with other types of Solid
Waste will cause it to be classified as other than Construction and Demolition Debris The term
also includes
(a) Clean cardboard paper plastic wood and metal scraps from a construction project
Okaloosa County Transfer Contract_Final Page7 of52
(b) Except as provided ins 403707(9)(j) Florida Statutes unpainted nontreated wood
scraps from facilities manufacturing materials used for construction of structures or
their components and unpainted nontreated wood pallets provided the wood scraps
and pallets are separated from other Solid Waste where generated and the generator
of such wood scraps or pallets implements reasonable practices of the generating
industry to minimize the commingling of wood scraps or pallets with other Solid
Waste and
(c) De minimus amounts of other nonhazardous wastes that are generated at
construction or destruction projects provided such amounts are consistent with best
management practices of the industry
Contract Year means the time from the Commencement Date through March 31 2012 and
each calendar year thereafter
Costs shall mean the costs of labor materials supplies major rental equipment and tools
other direct costs and allocable indirect costs such as fringe benefits general and administrative
expenses and indirect labor costs
COUNTY shall mean Okaloosa County Florida acting by and tlnmiddotough its Board of County
Commissioners
CPI as used herein shall be the revised Consumer Price Index for All Urban Consumers South
Urban for all items not seasonally adjusted published by the Bureau of Labor Statistics US
Department of Labor 1984-82 = 100 In the event the US Department of Labor Bureau of
Labor Statistics ceases to publish the CPI the parties hereby agree to substitute another equally
authoritative measure of change in the purchasing power of the US dollar as may be then
available
Day shall mean one calendar day when used in this Agreement
Effective Date means the date this Agreement becomes effective when executed by the
parties or when the Board adopts the Ordinance establishing the rates specified herein
whichever later occurs
Okaloosa County Transfer Contract_Final Page 8 of52
Electronics means computers monitors keyboards nnce termmals printers modems
scanners cell phones televisions and copiers and other electronic equipment as directed by the
COUNTY
Franchise Area means the specifically described geographic areas exclusively assigned to a
franchisee for the purpose of residential Solid Waste Yard Trash and Bulk Waste Collection
and if applicable Recyclable Material Collection pursuant to the COUNTYs Residential Solid
Waste and Recycling Collection Franchise Agreement
Fuel Index as used herein shall be the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low
Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) published by the US
Department of Energy Energy Information Administration In the event the US Department of
Energy Energy Information Administration ceases to publish the fuel prices the parties hereby
agree to substitute another equally authoritative measure of change in the purchasing power of
the US dollar as may be then available
Hazardous Waste means Solid Waste or a combination of Solid Wastes (even though it may
be part of delivered load of waste) which because of its quantity concentration or physical
chemical or infectious characteristics may cause or significantly contribute to an increase in
mortality or an increase in serious irreversible or incapacitating reversible illness or may pose a
substantial present or potential hazard to human health or environment when improperly
transported disposed of stored treated or otherwise managed Hazardous Waste shall include
all such waste as defined by the Rules of the Florida Department of Environmental Protection
Chapter 62-730 FAC or 40 Code ofFederal Regulations 261 or both as either or both may be
amended from time to time and to the extent either or both is applicable to the disposal of waste
in Florida Hazardous Waste is not intended to include de minimus amounts of household
hazardous wastes as defined by FAC 62-701100
Household Furniture means all movable compactable articles or apparatus such as chairs
tables sofas mattresses etc for equipping a house
Okaloosa County Transfer Contract_Final Page9 of52
Incorporated Municipalities means those duly Incorporated Municipalities in Okaloosa
County consisting of Cinco Bayou Crestview Destin Fort Walton Beach Laurel Hill Mary
Esther Niceville Shalimar and Valpariso
Independent Third Party means a qualified party mutually acceptable to both the COUNTY
and the CONTRACTOR
Infectious Waste means those wastes which may cause disease or may reasonably be
suspected of harboring pathogenic organisms Included are wastes resulting from the operation
of medical clinics hospitals and other facilities producing wastes which may consist of but are
not limited to diseased human and animal parts contaminated bandages pathological
specimens hypodermic needles contaminated clothing and surgical gloves
Merchant Waste means Acceptable Waste that was collected from locations outside the
COUNTY jurisdictional boundaries Merchant Waste does not include Co=ercial Waste
generated within unincorporated areas of the COUNTY or within Incorporated Municipalities
Recyclable Materials means those materials which are capable of being recycled and which
would otherwise be processed or disposed of as Solid Waste Recyclable Materials shall include
newspapers (including inse1ts ) conugated cardboard mixed paper (including brown paper bags
magazines phonebooks junk mail white and colored paper shredded paper in a bag and
paperboard) aluminum plastic containers and bottles marked with SPI codes 1-7 glass bottles
and jars tin and ferrous cans polycoated containers and other Solid Waste materials added upon
Agreement between the COUNTY and the CONTRACTOR when such materials have been
either dive1ted from the remaining Solid Waste stream or removed prior to their entry into the
remaining Solid Waste stream
Recycling Facility means the facility located adjacent to the Fort Walton Beach Transfer
Station at which Recyclable Materials are delivered for processing andor transport
Required Turn Back Condition means reasonable wear and tear co=ensurate with the time
of use and considering the CONTRACTORs responsibilities for maintenance repair and
replacement
Okaloosa County Transfer Contract_Final Page 10 of52
Solid Waste means garbage rubbish refuse trash clean debris or other similar discarded
material resulting from domestic industrial commercial mining agricultural or governmental
operations It excludes Yard Trash Bulk Waste Recyclable Materials and Special Waste
Special Waste means wastes that can require special handling and management but are not
considered Bulk Waste that are not accepted at a landfill or other disposal facility or that are
accepted at a landfill or other disposal facility at higher rates than are charged for refuse
including but not limited to wastes outlined in Exhibit A
Subcontractor shall mean a person firm or corporation other than employees of
CONTRACTOR who or which contracts with CONTRACTOR to furnish or actually furnishes
labor materials andor equipment for the Facility
Ton means a sh01i ton 2000 pounds (9078 metric tons)
Transfer Stations means the facilities currently located at 630 Martin Luther King Jr Blvd
(Fort Walton Transfer Station) and at the Baker Landfill (Baker Transfer Station) in Okaloosa
County capable of receiving Acceptable Waste for further transfer to a disposal facility for
ultimate disposition
Unacceptable Waste shall mean wastes that are not accepted for Class I disposal These
materials include Infectious Waste and Hazardous Wastes as defined above those wastes
excluded from the definition of Acceptable Wastes and materials exhibiting the following
characteristics
(a) Hazardous placards or markings
(b) Liquids
( c) Powders or dusts
(d) Drums or commercial size containers
( e) Chemical odors
Other unacceptable materials include
(a) Asbestos containing wastes
(b) Ash
Okaloosa County Transfer Contract_Final Page 11 of52
( c) Fluorescent light bulbs
( d) Mercury containing devices
(e) Whole tires
(f) Liquid Wastes
White Goods means discarded washers dryers refrigerators ranges microwave ovens water
heaters freezers small air conditioning units and other similar domestic large appliances
Yard Trash means vegetative matter resulting from landscaping maintenance including
accumulation of lawn grass shrubbery cuttings or clippings and dry leaf rakings palm fronds
small tree branches bushes or shrubs green leaf cuttings fruits or other matter usually created
as refuse in the care of lawns and yards Yard Trash does not include treated wood or any form
of matter or debris resulting from tree removal land clearing land development building
demolition home improvement or waste generated by tree surgeons
ARTICLE 2 CONTRACT PURPOSE AND TERM
21 PURPOSE
The pmpose of this Agreement is to establish the terms and conditions under which
CONTRACTOR shall manage operate and maintain the Transfer Stations
22 EFFECTIVE DATE AND COMMENCEMENT DATE
This Agreement shall become effective when executed by the paities or when the Board
adopts the Ordinance establishing the rates specified herein whichever later occurs The
Commencement Date of service shall be the first Day of the month following the
Effective Date of this Agreement
Okaloosa County Transfer Contract_Final Page 12 of52
23 TERM
The term of this Agreement shall commence on the Effective Date and end on March 31
2016 The term of this Agreement may be renewed for one (1) additional term of five (5)
years commencing at the end of the initial te1m by mutual agreement of the parties
ARTICLE 3 COUNTY RESPONSIBILITIES
31 DELIVERY OF ACCEPTABLE WASTE
The COUNTY or others authorized by the COUNTY shall deliver Acceptable Waste to
the Transfer Stations and Recyclable Materials to the Recycling Facility
32 MANNER OF DELIVERIES
The COUNTY shall grant to CONTRACTOR reasonable authority to deny admission to
the Transfer Stations of any vehicle carrying refuse which may leak spill or allow waste
to be blown or scattered about the Transfer Stations before unloading at the site
33 COOPERATION
COUNTY shall cooperate with CONTRACTOR in CONTRACTORs efforts to obtain
and renew all required permits licenses and approvals shall not appear as an objector in
any proceeding to consider the granting or renewal of such permits licenses or approvals
and shall promptly and reasonably consider any applications by CONTRACTOR
ARTICLE 4 CONTRACTOR RESPONSIBILITIES
41 OWNERSHIP AND TRANSFER OF OWNERSHIP
411 Throughout the full term of this Agreement the CONTRACTOR shall retain
ownership of the Transfer Stations and Recycling Facility At the conclusion of
the full term of the Agreement or in the event of CONTRACTOR default and
Okaloosa County Transfer Contract_Final Page 13 of52
termination by the COUNTY the Baker Transfer Station and all real property at
the Fort Walton Beach Transfer Station and Recycling Facility will be wholly
owned by the COUNTY and CONTRACTOR shall convey in Required Tum
Back Condition good and marketable title to the same to the COUNTY free and
clear of all liens or other encumbrances For the purposes of this Agreement real
property means the Fort Walton Beach Transfer Station and Recycling Facility
property as defined by the warranty deeds in Exhibit B and all physical buildings
and structures thereon including all equipment and fixtures with the exception of
rolling stock
412 In order to establish the Required Turn Back Condition of all real property at the
Transfer Stations and Recycling Facility and the need for repairs or replacements
if any the COUNTY and the CONTRACTOR shall conduct a joint inspection(s)
of the Facilities sites and buildings to include the utilities no later than thirty
(30) Days after the Effective Date of this Agreement The COUNTY and the
CONTRACTOR shall develop a list of any necessary repairs or replacements that
the CONTRACTOR is responsible for paying for andor performing such repairs
or replacements and establish a schedule for completing such work The
condition of the Facilities sites and buildings following completion of such
repairs and replacements shall be the Required Tum Back Condition allowing for
normal wear and tear commensurate with the time of use and considering the
CONTRACTORs responsibilities for maintenance repair and replacement
413 The CONTRACTOR shall maintain and convey at the conclusion of the full term
of this Agreement all real property at the Transfer Stations and Recycling Facility
to the COUNTY in Required Turn Back Condition The COUNTY shall notify
the CONTRACTOR of any deficiencies in the Required Tum Back Condition
and CONTRACTOR shall remedy such deficiencies
42 CAPITAL IMPROVEMENTS
The CONTRACTOR shall be solely responsible for the cost of all capital improvements
to the Transfer Stations and Recycling Facility
Okaloosa County Transfer Contract_Final Page 14 of 52
43 PERMITTING AND COMPLIANCE
The CONTRACTOR shall be responsible for obtaining and maintaining permits
approvals and licenses as are requrred for the operation of the Transfer Stations and
Recycling Facility CONTRACTOR shall operate the facilities in compliance with all
requirements of Federal State and local laws rules ordinances and regulations
applicable to the management of such facilities and as contained in the permits issued
relative to the facilities CONTRACTOR and the COUNTY agree to cooperate fully with
one another within reason in all efforts undertaken pursuant to this paragraph The
CONTRACTOR shall be responsible at its sole cost for the payment of all fines
penalties and citations that the CONTRACTOR may incur
44 ACCEPTANCE OF WASTE
In accordance with applicable operational protocol established by the CONTRACTOR
and with the approval of the COUNTY CONTRACTOR shall provide operate and
maintain facilities for the receipt of Acceptable Waste brought to the Transfer Stations
441 Acceptable Waste The CONTRACTOR shall process Acceptable Waste received
at the Transfer Stations in accordance with applicable Federal State and local
regulations and in a manner which would not be likely to pose a threat to public
health and safety
442 Special Waste CONTRACTOR shall implement a program to identify and
manage Special Waste Any testing or additional charges for the receipt handling
and disposal of Special Waste shall be as agreed between the CONTRACTOR
and the generator or transpmier of the Special Waste
443 Unacceptable Waste The CONTRACTOR shall exercise its best efforts to avoid
the acceptance of Unacceptable Waste at the Transfer Stations The
CONTRACTOR shall process Unacceptable Waste received at the Transfer
Stations in accordance with applicable Federal State and local laws rules
ordinances and regulations and in a manner which would not be likely to pose a
threat to public health and safety The CONTRACTOR shall indemnify the
Okaloosa County Transfer Contract_Final Page 15 of 52
COUNTY for any liability claim or damages imposed as a consequence of
CONTRACTORs failure to process such material in accordance with applicable
Federal State or local regulations Any testing required or additional charges
imposed for the receipt handling and disposal of Special Waste shall be as agreed
between the CONTRACTOR and the generator or transporter of the Unacceptable
Waste
45 OPERATING REQUIREMENTS
451 The CONTRACTOR will provide at CONTRACTORs expense all the utilities
used in operating the Transfer Stations and Recycling Facility At the Baker
Transfer Station the CONTRACTOR shall pre-treat leachate to a pH between 60
and 85 The COUNTY shall transport the treated leachate for further treatment
and disposal
452 The CONTRACTOR shall be responsible for the maintenance and repair of all
real property at the Transfer Stations and Recycling Facility in accordance with
industry and operational standards It shall also be the CONTRACTORs
responsibility to replace all or part of the property fixtures machinery
improvements and equipment as required to maintain the operation and
performance of the Transfer Stations and Recycling Facility including facility
expansion necessary to accommodate increased throughput The CONTRACTOR
shall maintain and or replace as appropriate all rolling stock utilized by the
CONTRACTOR in performance of this Agreement
453 The CONTRACTOR shall specifically establish a procedure for monitoring the
wear on the waste receiving floors and shall establish a repair procedure before
the wear has progressed to the point that further wear could jeopardize the
renewal of the floor surface or involve replacement of the steel reinforcement in
the floor The floor shall be resurfaced by the CONTRACTOR at least once
during the te1m ofthis Agreement
Okaloosa County Transfer Contract_Final Page 16 of 52
454 The CONTRACTOR shall remove Solid Waste from the transfer station tipping
floors in accordance with its operating permits
455 The CONTRACTOR shall operate the facilities to allow for a turnaround time of
not greater than twenty (20) minutes for vehicles delivering waste or Recyclable
Materials
456 The Transfer Stations and Recycling Facility will be maintained in a neat clean
and attractive manner consistent with its function and present a positive public
appearance
457 The CONTRACTOR shall control litter at the Transfer Stations and Recycling
Facility sites Adequate litter control is defined as minimizing litter leaving the
site and the collection of off-site and on-site litter at the end of eve1y business
day
458 The CONTRACTOR shall separate tires White Goods and Electronics delivered
to the Transfer Stations from other waste and place them in separate containers as
provided by the COUNTY
46 HOURS AND DAYS OF OPERATION
The Transfer Stations and Recycling Facility will be open to the public from 600 am
until 500 pm Monday through Friday and 600 am until 1200 noon Saturday The
COUNTY reserves the right to alter the operating hours of the facilities The
FRANCillSEE and COUNTY agree to negotiate a reasonable rate adjustment if such
change in operating hours affects operating costs
47 HOLIDAYS
The CONTRACTOR will close the Transfer Stations and Recycling Facility on the
following holidays New Years Day Thanksgiving and Clumiddotistmas
Okaloosa County Transfer Contract_Final Page 17 of 52
48 COUNTY ACCESS
The CONTRACTOR shall afford reasonable access at any reasonable time to the
Transfer Stations and Recycling Facility by the COUNTY its authorized agents or public
authorities having regulatory jurisdiction over the facilities Such visits shall be
conducted in a manner so as to cause minimum interference with the performance of
CONTRACTOR s responsibilities hereunder All persons conducting such visits shall
provide appropriate identification and shall comply with CONTRACTORs established
safety rules and regulations
49 TRANSPORTATION OF ACCEPTABLE WASTE
The CONTRACTOR shall be responsible for all transportation of Acceptable Waste
except White Goods and tires once it has been accepted for disposal at the Transfer
Stations The CONTRACTOR shall transport Electronics to the COUNTY facility
designated by Authorized Representative The CONTRACTOR may transpmt
Constmction and Demolition Debris to a permitted facility of its choosing The
CONTRACTOR shall transpmt all other Acceptable Waste to the Spring Hill Regional
Landfill and shall have the duty to ensure that the transportation will be performed in
accordance with applicable regulations and will be prompt safe and efficient Upon
approval by the Authorized Representative the CONTRACTOR may transpmt
Acceptable Waste to a different permitted facility If such facility is closer to Okaloosa
County than the Spring Hill Regional Landfill the CONTRACTOR and COUNTY shall
negotiate a co=ensurate rate adjustment
410 PROCESSING OF RECYCLABLE MATERIALS
The CONTRACTOR shall be responsible for all transportation and processmg of
Recyclable Materials accepted at the Recycling Facility
411 RECORDKEEPING AND REPORTING
4111 The CONTRACTOR records required herein shall be maintained in electronic
database format utilizing Microsoft software or in a format approved by the
Okaloosa County Transfer Contract_Final Page 18 of 52
Authorized Representative The databases shall be readily available for inspection
by the COUNTY at any time during normal operating hours and information in
the records shall be shared with the COUNTY upon request
4112 The CONTRACTOR shall weigh and record all inbound and outbound vehicles
carrying materials including transfer trucks at the Fort Walton Beach Transfer
Station and Recycling Facility Each vehicle delivering waste or Recyclable
Materials shall be properly identified and authorized in a manner satisfactory to
the COUNTY and CONTRACTOR Weights of all waste and Recyclable
Materials shall be recorded in the COUNTYs WasteWorks system
4113 The weight of Acceptable Waste and Recyclable Materials shall be determined
using the weigh scales at the facility The CONTRACTOR shall at regular
intervals test the accuracy of the weigh scales such testing shall occur at least
once every ninety (90) Days The test records for the term of this Agreement shall
be kept on file in the scale house at the facility
4114 The CONTRACTOR shall maintain the original weight records that identify the
vehicles the time of weighing( s) and the tare weights of the vehicles for a period
of five (5) years after which CONTRACTOR may dispose of such records The
CONTRACTORs records so developed will be used as a basis for calculating
quantities of waste and Recyclable Materials and shall be subject to review
including spot checking by the COUNTY at its discretion on site or made
available to the COUNTY at such times as it may reasonably request Required
records in this category include but are not limited to itemized statements of the
amount of Acceptable Waste delivered to the Transfer Stations as further defmed
in Article 4
4115 The COUNTY shall be entitled to have its designated representatives at the
Transfer Stations and Recycling Facility at all times and CONTRACTOR shall
designate a suitable site for an office if required by COUNTY The COUNTY
shall further have the right to station its employees at all weigh scales to verify the
Okaloosa County Transfer Contract_Final Page 19 of52
correctness of the weight records and the CONTRACTOR shall provide
reasonable space for said employees
4116 The CONTRACTOR shall provide the Authorized Representative with its internal
tonnage report which shall include all waste delivered to the Transfer Stations
and all Recyclable Materials delivered to the Recycling Facility Tonnage shall
be broken down by material type and source of generationdelivery with all waste
and Recyclable Materials collected within the COUNTYs Franchise Area clearly
noted For Recyclable Materials collected within the COUNTYs Franchise Area
the CONTRACTOR shall provide an estimate of the breakdown of such material
by commodity Such report shall be submitted in electronic format within seven
(7) Days after the end of each month
412 TRANSITION
4121 The CONTRACTOR shall cooperate with the COUNTY or its designated
contractor during any transition period at the end of this Agreement Such
cooperation includes but is not limited to allowing site visits of the facilities by
the COUNTY or its contractor with advance notice and ensuring all facilities are
in Required Tum Back Condition pursuant to Paragraph 41
4122 The CONTRACTOR shall transfer all active facility permits for the Transfer
Stations and Recycling Facility to the COUNTY or its designated contractor as
requested by the COUNTY in a timely manner so as to avoid any disruption of
service
ARTICLES CONTRACTORS COMPENSATION
51 BASE RATE
The combined total rate for Acceptable Waste handling transportation and disposal paid
to the CONTRACTOR by the COUNTY shall be $3677 per Ton ofrep011ed and verified
waste receipts with the exception of Recyclable Materials Special Waste or
Okaloosa County Transfer Contract_Final Page20 of52
Construction and Demolition Debris managed at the facilities This rate shall take effect
on the Commencement Date of this Agreement and shall continue without adjustment
through September 30 2011
52 RATE ADJUSTMENTS
On October I 2011 and October 1 of each subsequent Contract Year of this Agreement
the CONTRACTORs base rate as provided in Paragraph 51 shall be adjusted
accmding to the following methodology as further explained in Exhibit C seventy
percent (70) of the rate shall be adjusted based on seventy-five percent (75) of the
percentage change in the CPI for the twelve (12) months ending on the preceding June
30ili and thirty percent (30) of the rate shall be adjusted based on the percent change in
the US Department of Energy Fuel Index for the previous twelve (12) months ending on
the preceding June 30ili The total rate adjustment each year may not exceed two percent
(2) of the previous years rates
53 BILLING AND PAYMENT OF CONTRACTORS FEES
531 CONTRACTOR shall keep records of all Acceptable Waste received at the
Transfer Stations as described herein
532 CONTRACTOR shall invoice the COUNTY monthly for the handling
transportation and disposal fees as set forth herein for Acceptable Waste
received at the Transfer Stations This invoice must include detailed information
regarding waste receipts including Solid Waste Bulk Waste Special Waste
Recyclable Material Unacceptable Waste and Merchant Waste in a format
approved by the Authorized Representative Only waste receipts reported using
this format and verified by the COUNTY will be paid COUNTY shall pay such
invoices within thirty (30) Days from the date of invoice or request additional
info1mation if adequate information is not provided
Okaloosa County Transfer Contract_Final Page 21 of52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS
COUNTY shall be responsible for the setting and collection of charges associated with all waste
receipts except as provided herein
61 ACCEPTABLE WASTE
The rates charged for Acceptable Waste will be as established by COUNTY Ordinance
No 00-08 and any amendments thereto If a waste load is too small to be accurately
weighed by the Transfer Stations weigh scales a flat rate shall be charged to the
customer per vehicle as established by COUNTY Ordinance No 00-08 and any
amendments thereto
62 SPECIAL WASTE
CONTRACTOR shall be responsible for setting rates associated with Special Waste
63 CONSTRUCTION AND DEMOLITION DEBRIS
CONTRACTOR shall use its best efforts to deliver a mmnnum of 1000 Tons of
Construction and Demolition Debris (CampD) per month to the Transfer Stations
collectively The COUNTY shall charge the CONTRACTOR a Ten Dollar ($1000) per
Ton host fee for all CampD material delivered to the Transfer Stations This CampD material
shall not be subject to any additional charges or Costs including tipping fees by the
COUNTY to the CONTRACTOR
64 RECYCLABLE MATERIALS
Recyclable Materials delivered by or on behalf of the COUNTY Incorporated
Municipalities or by private citizens directly or collected by the CONTRACTOR from
Commercial Business Establishments in the COUNTY will be accepted at no charge
The CONTRACTOR may negotiate Recyclable Materials processing fees with other
entities delivering such materials to the Recycling Facility
Okaloosa County Transfer Contract_ Final Page22 of52
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS
71 COUNTY RECYCLABLE MATERIALS
The CONTRACTOR shall pay the COUNTY revenue for each Ton of Recyclable
Materials delivered by or on behalf of the COUNTY to the Recycling Facility as follows
711 Each month the CONTRACTOR shall calculate the Average Market Value
(AMV) of Recyclable Materials defined as the sum of commodity prices (US
Dollar per Ton) posted on the first week of the month for the Southeast USA in
SecondaryMaterialsPricingcom and SecondaryFiberPricingcom multiplied by
the composition of the Recyclable Materials as defmed in Table 1 Exhibit D
provides an example ofthis calculation
Table 1
Composition ofRecyclable Materials and Market Indexes for Determining AMV
lVIaterial Index Description Percentale Newspaper (ONP) PSI 8 Baled FOB sellers dock 5260 Corrugated Cardboard (OCC) PSI 11 Baled FOB sellers dock 1130 Mixed Paper PSI 1 Baled FOB sellers dock 460 Aseptic Containers NIA 000 Aluminum Cans Aluminum Cans Sorted and Baled Delivered 170 Steel Cans Steel Cans Sorted and Baled Delivered 230 PET PET Baled Picked Up 460 HDPE (Natural) Natural HDPE Baled Picked Uo 090 HDPE (Colored) Colored HDPE Baled Picked Up 180 Clear Glass Flint Delivered 830 Green Glass Green Delivered 450 Brown Glass Amber Delivered 490 Contamination NIA 250
712 Each month the CONTRACTOR shall pay revenue to the COUNTY based on
the AMV equal to the total Tons of Recyclable Materials delivered by or on
behalf of the COUNTY multiplied by the revenue payment in Table 2 The
revenue payment in Column A will be in effect through March 31 2013 and that
in Column B will be in effect after that date If a Mate1ials Recovery Facility
Okaloosa County Transfer Contract_Final Page23 of52
(MRF) is developed by the CONTRACTOR within a 200 mile radius of the
COUNTY prior to March 31 2013 the revenue payment in Column B will go
into effect when such MRF becomes operational
Table 2
Per Ton Revenue Payment to COUNTY Based on AMV
Avera2e Market Value COLUMN A COLUMNB
Low Hi2h
Revenue Payment to COUNTY ($Ton)
until March 31 2013
Revenue Payment to COUNTY($Ton)
after March 31 2013 lt$8001 $9000 $2000 $2000
$9001 $10000 $2000 $2500
$10001 $11000 $2000 $3000 $11001 $12000 $2000 $3500
$12001 $13000 $2500 $4000
$13001 $14000 $3000 $4500 $14001 $15000 $3500 $5000 $15001 $16000 $4000 $5500 $16001 $17000 $4500 $6000
$17001 $18000 $5000 $6500 $18001 $19000 $5500 $7000 $19001 $20000 $6000 $7500
$20001 $21000 $6500 $8000 $21001 $22000 $7000 $8500
$22001 gt$23000 $7500 $9000
713 No later than the fifteenth (15th) Day of each month the CONTRACTOR shall
submit a Monthly Payment Report in a format approved by the Authorized
Representative for the previous calendar month detailing the calculation of each
revenue payment and the total revenue payment due to the COUNTY Said
revenue payment shall be remitted to the COUNTY within thirty (30) Days from
the end of the month for which the payment is being made
714 The CONTRACTOR may request a study to measure the composition of
Recyclable Materials utilized to calculate the AMV pursuant to Paragraph 7 1
Okaloosa County Transfer Contract_Final Page 24 of52
Table I of this Agreement such request being subject to approval by the
COUNTY If approved by the COUNTY the CONTRACTOR and COUNTY
shall jointly develop a methodology and cost estimate to conduct the composition
study The final methodology and selection of the Independent Third Party to
conduct the study must be approved by the Authorized Representative The
parties shall share equally in paying for the cost of the study Study results are
subject to final approval by the Authorized Representative Once approved
adjustments to the composition of Recyclable Materials shall become effective for
the following month and remainder of the term of the Agreement or until further
adjusted in accordance with this article
72 OTHER RECYCLABLE MATERIALS
The CONTRACTOR will remit $20 per Ton of Recyclable Material received at the
Recycling Facility that is not subject to Paragraph 71 with the exception of Recyclable
Materials not generated in Okaloosa County
ARTICLE 8 PERFORMANCE BOND
The CONTRACTOR shall furnish to the COUNTY a performance bond issued by a surety
licensed to do business in the State of Florida for the faithful performance of the Agreement and
all obligations arising hereunder The performance bond shall be made payable in favor of
Okaloosa County Florida or in lieu thereof pay to the COUNTY the sum of $200000000 A
complete bond shall be issued at least thirty (30) Days prior to the Commencement Date of this
Agreement
ARTICLE 9 LIQUIDATED DAMAGES
If the CONTRACTOR does not substantially fulfill its obligations under this Agreement the
COUNTY shall provide written notice to the CONTRACTOR of specific areas of deficiency
Examples of such deficiencies include but are not limited to the following
Okaloosa County Transfer Contract_Final Page 25 of 52
(a) Violation of environmental laws
(b) Inadequate litter control at the Transfer Stations andor the Recycling Facility Adequate
litter control is defined as minimizing litter leaving the site and the collection of off-site
and on-site litter at the end of every business day
(c) Failure to remove Solid Waste from the transfer station tipping floor in accordance with
FRANCHISEEs operating permits
(d) Other conditions created by the CONTRACTOR that could impact public health and
safety and
(e) Poor maintenance of the Transfer Stations and Recycling Facility and equipment
resulting in a poor public image of the facilities
The CONTRACTOR shall initiate reasonable steps to correct these deficiencies within seventyshy
two (72) hours of written notice If the CONTRACTOR does not initiate reasonable steps within
seventy-two (72) hours the COUNTY may at its discretion impose liquidated damages of $500
per Day until deficiencies are satisfactorily con-ected as determined by the COUNTY If the
CONTRACTOR has not con-ected these deficiencies within thirty (30) Days of receipt of written
notice the CONTRACTOR will be considered in default of the Agreement and the COUNTY
may terminate this Agreement and recover damages in the full amount of the performance bond
The COUNTY may assess liquidated damages pursuant to this Aliicle on a monthly basis and
shall at the end of each month notify the CONTRACTOR in writing of the liquidated damages
assessed and the basis for each assessment In the event the CONTRACTOR wishes to contest
such assessment(s) the CONTRACTOR shall within five (5) Days after receiving such notice
request in writing an opportunity to be heaimiddotd by the Board and present its defense to such
assessment(s)
The COUNTYs Authorized Representative shall notify the CONTRACTOR in writing of any
action taken with respect to CONTRACTORs claims and the decision of the Board will be final
Okaloosa County Transfer Contract_Final Page 26 of 52
ARTICLE 10 DEFAULT AND TERMINATION
The COUNTY may terminate this Agreement except as otherwise provided below in this
paragraph by giving CONTRACTOR fifteen (15) Days advance written notice upon the
happening of any one of the following events
(a) The CONTRACTOR fails to remedy deficiencies as noted in Article 9 within
thirty (30) Days of receipt ofwritten notice by the COUNTY
(b) The CONTRACTOR takes the benefit of any present or future insolvency statute
or shall make a general assigmnent for the benefit of creditors or file a voluntary
petition in bankruptcy or a petition or answer seeking readjustment of its
indebtedness under the Federal United States or any state thereof or consent to
the appointment or a receiver trustee or liquidator of all or substantially all of its
property or
(c) By order or decree of a court the CONTRACTOR shall be adjudged bankrupt or
an order shall be made approving a petition filed by any of its creditors or by any
of the Stockholders of the CONTRACTOR seeking its reorganization or the
readjustment of its indebtedness under federal bankrnptcy laws or under any law
of statute of the United States or of any state thereof provided that if any such
judgment is stayed or vacated within sixty ( 60) Days after the entry thereof any
notice of cancellation shall be and become null void and of no effect or
(d) By or pursuant to or under authority of any legislative act resolution or rule or
any order or decree of any cornt or government board agency or office having
jurisdiction a receiver trustee or liquidator shall take possession or control of all
or substantially all of the property of the CONTRACTOR and such possession of
control shall continue in effect for a period of sixty ( 60) Days or
(e) The CONTRACTOR shall voluntarily abandon desert or discontinue its
operation hereunder granted
Okaloosa County Transfer Contract_Final Page 27 of52
Then such shall be considered a material breach of this Agreement and the Authorized
Representative shall notify the CONTRACTOR in writing of the breach If within a period of
fifteen (15) Days the CONTRACTOR has not eliminated the conditions considered to be a
breach of contract or having so co=enced shall fail thereafter to continue with diligence the
cming thereof the Authorized Representative shall notify the Board
After these fifteen (15) Days the COUNTY can cause the CONTRACTOR to be obligated to pay
the COUNTY the amount specified in the bond and has the authority to terminate this
Agreement
ARTICLE 11 INSURANCE
111 CONTRACTORS INSURANCE
1111 The CONTRACTOR shall not co=ence any work in connection with this
Agreement until he has obtained all required insurance and such insurance has
been approved by the Okaloosa County Risk Management Director
1112 All insurance policies shall be with insurers licensed to do business in the State of
Florida and any insuring company is required to have a rnininimn rating of A
Class X in the Best Key Rating Guide published A M Best amp Co Inc
1113 All insurance shall include the interest of all entities names in and its respective
agents consultants servants and employees of each and all other interests as may
be reasonably required by Okaloosa County as Additional Insured The coverage
afforded the Additional Insured under this policy shall be primary insurance If
the Additional Insured have other insurance that is applicable to the loss such
other insurance shall be on an excess or contingent basis The amount of the
companys liability under this policy shall not be reduced by the existence of such
other insurance
Okaloosa County Transfer Contract_Final Page 28 of 52
1114 The County of Okaloosa shall be listed as Additional Insured by policy
endorsement on all insurance contracts applicable to this Agreement except
Workers Compensation and Professional Liability
1115 The County of Okaloosa shall be furnished proof of coverage by certificates of
insurance (COI) and endorsements for every applicable insurance contract
required by this Agreement The COI s and policy endorsements must be
delivered to the Autho1ized Representative not less than ten (10) Days prior to the
commencement of any and all contractual agreements between the County of
Okaloosa and the CONTRACTOR
1116 The COUNTY shall retain the right to reject all insurance contracts that do not
meet the requirement of this Agreement Further the COUNTY reserves the right
to change these insurance requirements with 60-Day notice to the
CONTRACTOR
1117 The insurance definition of Insured or Additional Insured shall include
Subcontractors Sub-subcontractors and any associated or subsidiary companies
of the CONTRACTOR which are involved and which is a part of the contract
1118 The COUNTY reserves the right at any time to require the CONTRACTOR to
provide certified copies of any insurance policies to document the insurance
coverage specified in this Agreement
1119 The designation of CONTRACTOR shall include any associated or subsidiary
company which is involved and is a part of the contract and such if any
associated or subsidiary company involved in the project must be named in the
Workers Compensation coverage
111IOAll policies shall be written so that the COUNTY will be notified of cancellation
or restrictive amendments at least thirty (30) Days prior to the effective date of
such cancellation or amendment Such notice shall be given directly to the
Authorized Representative
Okaloosa County Transfer Contract_Final Page 29 of 52
112 WORKERS COMPENSATION INSURANCE
1121 The CONTRACTOR shall secure and maintain during the life of this agreement
Workers Compensation insurance for all of his employees employed for the
project or any site connected with the work including supervision administration
or management of this project and in case any work is sublet with the approval
of the County of Okaloosa the CONTRACTOR shall require the Subcontractor
similarly to provide Workers Compensation insurance for all employees
employed at the site of the project and such evidence of insurance shall be
furnished the County of Okaloosa not less than ten (10) Days prior to the
conunencement of any and all subcontractual agreements which have been
approved by the County of Okaloosa
1122 Such insurance shall comply with the Florida Workers Compensation Law
1123 No class of employee including the CONTRACTOR himself shall be excluded
from the Workers Compensation insurance coverage The Workers
Compensation insurance shall also include Employers Liability coverage
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE
1131 The CONTRACTOR shall maintain Business Automobile Liability insurance
coverage throughout the life of this Agreement The insurance shall include
Owned Non-owned amp Hired Motor Vehicle coverage
1132 The CONTRACTOR shall carry other Conunercial General Liability insurance
against all other Bodily Injury Property Damage and Personal and Advertising
Injury exposures The coverage shall include both On- and Off-Premises
Operations Contractual Liability Board Form Property Damage and
Professional Liability
1133 All liability insurance ( other than Professional Liability) shall be written on an
occurrence basis and shall not be written on a claim-made basis If the insurance
Okaloosa County Transfer Contract~Final Page 30 of 52
is issued with an aggregate limit of liability the aggregate limit of liability shall
apply only to the locations included in this Agreement If as the result of any
claims or other reasons the available limits of insurance reduce to less than those
stated in the Limits of Liability the CONTRACTOR shall notify the Authorized
Representative in writing The CONTRACTOR shall purchase additional liability
insurance to maintain the requirements established in this Agreement Umbrella
or Excess Liability insurance can be purchased to meet the Limits of Liability
specified in this Agreement
1134 Commercial General Liability coverage shall be endorsed to include the
following
Premises - Operation Liability
Occurrence Bodily Injmy and Property Damage Liability
Independent CONTRACTORs Liability
Completed Operations and Products Liability
1135 CONTRACTOR shall agree to keep in continuous force Commercial General
Liability coverage including Completed Operations and Products Liability for two
(2) years beyond acceptance ofproject
114 LIMITS OF LIABILITY
The insurance required shall be written for not less than the following or greater if
required by law and shall include Employers liability with limits as prescribed in this
contract
LIMIT
A Workers Compensation
(1) State Statut01y
(2) Employers Liability $1000000 each accident
B Business Automobile amp Commercial $1000000 each occurrence
General Liability Insurance (A combined single limit)
C Personal and Adve1tising Injury $250000
D Pollution Liability $10000000 each occurrence
Okaloosa County Transfer Contract_Final Page 31 of 52
115 NOTICE OF CLAIMS AND LITIGATION
The CONTRACTOR agrees to report any incident or claim that results from performance
of this Agreement The COUNTY representative shall receive written notice in the form
of a detailed written repmi describing the incident or claim within ten ( 10) Days of the
CONTRACTORs knowledge In the event such incident or claim involves injury andor
property damage to a third party verbal notification shall be given the same Day the
CONTRACTOR becomes aware of the incident or claim followed by a written detailed
report within ten (10) Days of verbal notification
116 INDEMNIFICATION AND HOLD HARMLESS
To the fullest extent permitted by law CONTRACTOR shall indemnify and hold
harmless COUNTY its officers and employees from liabilities damages losses and
Costs including but not limited to reasonable attorney fees to the extent caused by the
negligence recklessness or intentional wrongful conduct of the CONTRACTOR and
other persons employed or utilized by the CONTRACTOR in the performance of this
contract
117 CERTIFICATES OF INSURANCE
1171 Certificates of insurance in duplicate indicating the job site and evidencing all
required coverage must be submitted to and approved by Okaloosa County prior
to the commencement of any of the work The certificate holder(s) shall be as
follows
Okaloosa County
602-C No1ih Pearl Street
Crestview Florida 32536
1172 All policies shall expressly require thirty (30) Days written notice to Okaloosa
County at the address set out above or the cancellations of material alterations of
such policies and the Certificates of Insurance shall so provide
Okaloosa County Transfer Contract_Final Page32 of52
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No Entity Type Incorporation
Waste Management of Colorado Inc
Waste Management of Connecticut Inc
Waste Management of Delaware Inc
Waste Management of Fairless LLC
Waste Management of Five Oaks Recycling and Disposal Facility t
Waste Management of Georgia Inc
Waste Management of Hawaii Inc
Waste Management of Idaho Inc
Waste Management of lltinois Inc
Waste Management of Indiana Holdings One Inc
Waste Management of Indiana Holdings Two Inc
Waste Management of Indiana LLC
Waste Management of Iowa Inc
Waste Management of Kansas Jnc
Waste Management of Kentucky Holdings Inc
Waste Management of Kentucky LLC
Waste Management of Leon County Inc
Waste Management of Londonderry Inc
Waste Management of Louisiana Holdings One Inc
Waste Management of Louisiana LLC
Waste Management of Maine Inc
Waste Managerrient of Maryland Inc
Waste Management of Massachusetts Inc
Waste Management of Metro Atlanta Inc
Waste Management of Michigan Inc
Waste Management of Minnesota Inc
Waste Management of Mississippi Inc
Waste Management of Missouri Inc
Waste Management of Montana Inc
Waste Management of Nebraska Inc
Waste Management of Nevada Inc
Waste Management of New Hampshire Inc
Waste Management of New Jersey Inc
Waste Management of New Mexico Inc
Waste Management of New York LLC
Waste Management of North Dakota Inc
Waste Management of Ohio Inc
Waste Management of Oklahoma Inc
Waste Management of Oregon Inc
Waste Management of Pennsylvania Gas Recovery LLC
Waste Management of Pennsylvania Inc
Waste Management of Plainfield LLC
Waste Management of Rhode Island Inc
Waste Management of South Carolina Inc
Waste Management of South Dakota Inc
Waste Management of Texas Holdings Inc
Waste Management of Texas Inc
Waste Management of Tunica Landfill Inc
Waste Management of Utah Inc
Waste Management of Virginia Inc
Waste Management of Washington Inc
Waste Management of West Virginia lnc
8312010 83532 AM
84-0523684
06-1485581
51-0094505
26-3468180
37-1035820
36-3319564
76-0638599
82-0364976
36-2660859
36-4039079
36-4059574
36-4071447
42-0824220
48-0634806
36-4059575
36-4035849
36-3319565
20-5657050
36-4142119
36-4119910
01-0267739
52-0250430
04-2535063
58-1937966
38-1214786
36-2698820
36-3005295
43-0992367
36-3564773
36-3469702
88-0394159
04-2482447
36-3700143
85-0229020
36-4206797
36-3798294
25-1673264
73-0685975
93-0612655
20-2926331
25-1232336
76-0722971
36-3668109
36-2935124
46-0348394
43-1976001
75-1223528
64-0869334
87-0302156
25-1578667
36-3846342
36-3553198
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Colorado
Delaware
Delaware
Delaware
Delaware
Georgia
Delaware
Idaho
Delaware
Delaware
Delaware
Delaware
Iowa
Kansas
Delaware
Delaware
Florida
Delaware
Delaware
Delaware
Maine
Maryland
Massachusett
Georgia
Michigan
Minnesota
Mississippi
Delaware
Delaware
Delaware
Nevada
Connecticut
Delaware
New Mexico
Delaware
Delaware
Ohio
Oklahoma
Oregon
Delaware
Pennsylvania
Delaware
Delaware
South Carolin
South Dakota
Delaware
Texas
Mississippi
Utah
Virginia
Delaware
Delaware
Page7
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No Entity Type Incorporation
Waste Management of Wisconsin Inc
Waste Management of Wyoming Inc
Waste Management Partners Inc
Waste Management Recycle Asia LLC
Waste Management Recycling and Disposal Services of California
Waste Management Recycling of New Jersey LLC
Waste Management Security LLC
Waste Management Service Center Inc
Waste Management Inc
Waste Management Inc of Tennessee
Waste Resources of Tennessee Inc
Waste Services of Kentucky LLC
Waste to Energy Holdings Inc
Waste to Energy I LLC
Waste to Energy II LLC
Wastech Inc
WESI Baltimore Inc
WESI Capital Inc
WESI Peekskill Inc
WESI Westchester Inc
Westchester Resco Associates LP
Western One Land Corporation
Western Waste Industries
Western Waste of Texas LLC
Wheelabralor -Ballin1u1e LLC
Wheelabrator Baltimore LP
Wheelabrator Bridgeport LP
Wheelabrator Cedar Creek Inc
Wheelabrator Chambers Inc
Wheelabrator China Holdings Limited
Wheelabrator Claremont Company LP
Wheelabrator Claremont Inc
Wheelabrator Concord Company LP
Wheelabrator Concord Inc
Wheelabrator Connecticut lnc
Wheelabrator Culm Services Inc
Wheelabrator Environmental Systems Inc
Wheelabrator Environmental Technologies Consulting (Shanghai) (
Wheelabrator Falls Inc
Wheelabrator Frackville Energy Company Inc
Wheelabrator Frackville Properties Inc
Wheelabrator Frederick Inc
Wheelabrator Fuel Services Inc
Wheelabrator Gloucester Company LP
Wheelabrator Gloucester Inc
Wheelabrator Guam Jnc
Wheelabrator Hudson Falls LLC
Wheelabrator Lassen Inc
Wheelabrator Lisbon Inc
Wheelabrator McKay Bay Inc
Wheelabrator Millbury Inc
Wheelabrator Netherlands BV
831200 83532 AM
39-0967466
36-3828554
36-3220911
39-1977904
95-2370376
04-3735640
43-1970495
20-4017651
73-1309529
36-2935128
54-0838353
94-3429202
76-0652923
02-0519035
02-0519036
93-0936732
02-0357495
36-3861933
02-0363274
02-0360305
02-0367753
76-0688224
95-1946054
30-0239250
36-4057301
36-4057307
36-4057309
02-0443870
26-3194113
23-50847741
02-0390003
20-4284300
02-0394017
02-0393450
36-3908786
02-0442574
02-0412779
27-2548111
04-3024782
02-0393452
04-3100742
02-0442576
02-0396724
02-0391601
36-3926262
72-1541910
36-3926261
61-1167063
36-3240315
02-0412788
26-4308579
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Partnership
Limited Partnership
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Limited Partnership
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Wisconsin
Delaware
Delaware
Ohio
California
Delaware
Delaware
Delaware
Delaware
Tennessee
Tennessee
Delaware
Delaware
Delaware
Delaware
Nevada
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
California
Delaware
Delaware
Maryland
Delaware
Delaware
Delaware
Hong Kong
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Peoples Rep1
Delaware
Delaware
Delaware
Delaware
Delaware
New Jersey
Delaware
Delaware
Delaware
Delaware
Delaware
Florida
Delaware
Netherlands
Page8
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No EntifyType Incorporation
Wheelabrator New Hampshire Inc
Wheelabrator New Jersey Inc
Wheelabrator NHC Inc
Wheelabrator North Andover Inc
Wheelabrator North Broward Inc
Wheelabrator Norwalk Energy Company Inc
Wheelabrator Penacook Inc
Wheelabrator Pinellas Inc
Wheelabrator Portsmouth Inc
Wheelabrator Putnam Inc
Wheelabrator Ridge Energy Inc
Wheelabrator Saugus Inc
Wheelabrator Shasta Energy Company Inc
Wheelabrator Sherman Energy Company GP
Wheelabrator Sherman Station LLC
Wheelabrator Sherman Station One Inc
Wheelabrator South Broward Inc
Wheelabrator Spokane Inc
Wheelabrator Technologies Inc
Wheelabrator Technologies International Inc
Wheelabrator Westchester LP
White Lake Landfill Inc
Williams Landfill LLC
Willow Oak Landfill LLC
WM Arizona Ope atiur1s LLC
WM Asphalt Products LLC
WM Bagco LLC
WM Conversion Energy LLC
WM Conversion Fund LLC
WM Corporate Services Inc
WM Emergency Employee Support Fund Inc
WM Energy Resources Inc
WM Energy Solutions Inc
WM Green Squad LLC
WM GreenOps LLC
WMGTL Inc
WM GTL LLC
WM Healthcare Solutions Inc
WM Illinois Renewable Energy LLC
WM International Holdings Inc
WM International Services (UK) Limited
WM Lamp Tracker Inc
WM Landfills of Ohio Inc
WM Landfills of Tennessee Inc
WM Leasing of Arizona LLC
WM Leasing of Texas LP
WM LNG Inc
WM Mercury Waste Inc
WM Middle Tennessee Environmental Center LLC
WM Mobile Bay Environmental Center Inc
WM Nevada Renewable Energy LLC
WM of Texas LLC
8312010 83532 AM
02-0390002
02-0391598
02-0393448
36-3062971
04-3030218
02-0395269
02-0393449
36-3110153
27-1446081
36-3908789
36-3820153
13-2740971
02-0395274
02-0390349
76-0743287
02-0390312
02-0410154
02-0416522
22-2678047
36-3965264
02-0367751
38-1889893
61-1342579
20-1457518
32-0112690
27-0675171
26-4626312
26-4040670
27-1445960
27-3308922
11-3758170
27-1184260
76-0695139
26-1694369
26-4194066
26-0294424
26-0294528
20-3483524
45-0512000
76-0607203
NA-0000098
26-2748613
31-1509696
62-1462526
20-4017719
20-4017724
26-2294125
27-2289604
26-1946982
76-0638602
27-1678300
26-0428868
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
General Partnership
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Limited Liability Company
Limited Liability Company
Limited Uabllfty Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Not For Profit Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Limited Partnership
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Limited Liability Company
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Maine
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Michigan
Delaware
Georgia
Uelaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
England
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Page 9
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No Entity Type Incorporation
WM Organic Growth Jnc
WM PA Holdings LLC
WM Pack-Rat of California LLC
WM Pack-Rat of Illinois LLC
WM Pack-Rat of Kentucky LLC
WM Pack-Rat of Maryland LLC
WM Pack-Rat of Massachusetts LLC
WM Pack-Rat of Michigan LLC
WM Pack-Rat of Nevada LLC
WM Pack-Rat of Ohio LLC
WM Pack-Rat of Rhode Island LLC
WM Pack-Rat LLC
WM Partnership Holdings Inc
WM Phoenix Energy Resources LLC
WM Quebec Inc
WM RA Canada Inc
WM Recycle America LLC
WM Recycle Europe LLC
WM Renewable Energy LLC
WM Resource Recovery amp Recycling Center Inc
WM Resources Inc
WM Safety Services LLC
WM Security Seivices Inc
WM Services SA
WM Storage II Inc
WM Storage Inc
WM Texas Pack Rat LLC
WM Trash Monitor Plus LLC
WM WY Energy Resources LLC
WMI Medical Services of Indiana Inc
WMI Mexico Holdings Inc
WMNA Container Recycling LLC
WMRE of Michigan LLC
WMSALSA Inc
WMST Illinois LLC
WTI Air Pollution Control Jnc
WTI Financial LLC
WTI International Holdings Inc
wn Rust Holdings Inc
WTI UK LTD
20-4677155
27-2335935
26-0380883
26-0524082
26-2289448
26-1411856
26-1411946
26-2289484
27-0371504
262289407
26-1855760
26-0285281
36-3974344
27-2340971
NA-0000041
NA-0000172
72-1541911
20-0570245
45-0511978
26-2289538
25-1536159
20-3887188
20-3714754
NA-0000108
27-1525390
26-0285202
26-1442144
26-1436776
27-1184329
35-1724992
36-3912290
04-3735649
27-3334762
20-2580150
94-3423874
36-4110833
20-0584237
36-3908839
02-0351425
98-0336025
Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Liabflily Company
Corporation
Corporation
Limited Liability Company
Corpdration
Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Not For Profit Corporation
Limited Liability Company
Corporation
Limited Liability Comp_any
Corporation
Corporation
Corporation
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Canada
Ontario
Delaware
Delaware
Delaware
Delaware
Pennsylvania
Delaware
Delaware
Argentina
Delaware
Delaware
Delaware
Delaware
Delaware
Indiana
Delaware
Delaware
Delaware
Texas
lllinois
Delaware
Delaware
Delaware
Delaware
United Kingdc
81312010 83532 AM Page 10
----
POWER Federal Insurance Company Attn Surety DepartmentChubb OF Vigilant Insurance Company 15 Mountain View Road Surety AITORNEY Pacific Indemnity Company Warren NJ 07059
CHUBB
Know All by These Presents That FEDERAL INSURANCE COMPANY an Indiana corporation VIGILANT INSURANCE COMPANY a New York cor]Joration and PACIFIC INDEMNITY COMPANY a Wisconsin corporation do each hereby constitute and appoint Joseph Aulbert Marc W Boots Richard Covington Joy Durham Stephanie Gunderson Vickie Lacy Heather Noles P T Osburn and Maria D Zuniga of Housfon Texasmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot-middotmiddotmiddot-middotmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot--middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot
each as their true and lawful Attorneymiddot Inmiddot Fact lo execute under such designation in their names and 1o affix their corporate seals to and deliver for and on their behalf as surety thereon or otherwise bonds and undertakings and other writings obligatoiy in the nature thereof other lhan ball bonds) given or executed in the course of business and any Instruments amending or altering lhe same and consents to the modification or alteration of any instrument referred to in said bonds or obligations
In Wllness Whereof said FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY have each executed and attested these presents and affixed their corporale seals on this 17th day of August 2010
STATE OF NEW JERSEY ss
County of Somerset
On this i 7th day of August 2010 before me a Notary Public of New Jersey personally came Dawn M Chloros to me known to be Assistant Secretary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY the companies which executed the foregoing Power of Attorney and the said Dawn M Chloros being by me duly sworn did depose and say that he is Assistant Secretary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY and knows the corporate seals thereof that the seals affixed to the foregoing Power of Attorney are such corporate seals and were thereto affixed by authority of the By- Laws of said Companies and hat ha signed said Power of Attorney as Assistant Secretary of said Companies by like authority and that he Is acquainted with David B Norris Jr and knows him to be Vice President of said Companies and that the signature of David B Norris Jr subscribed to said Power of Altomey Is ln the genuine handwriting of David B Norris Jr and was thereto subscribed by authority of said By- Laws and In deponents presence
Notarial Seal
KATHERINE J ADElMR NOTARY PUBLIC OF NEW JERSEY
No 2316685 CCIIRmQlon Exp July 16 2014
CERTIFICATION Exlract from the Bymiddot Laws of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY
All powers of attorney for and on behalf of Iha Company may and shall be executed in lhe name and on behalf of the Company either by the Chairman or the President or a Vice President or an Asslslant Vice President jointly with the Secretary or an Assistan1 Secretary under their respective designations The signature of such officers may be engraved printed or lithographed The signature of each of the fotlowing officers Chairman President any Vice President any Assistant Vice Presidenl any Secretary any Assislant Secretary and the seal of the Company may be affixed by facsimile to any power of attorney or to any certificate relating thereto appointing Assistant Secretaries or Attomeys- in- Fact for purposes only of eKeculing and attesting bonds and undertakings and other writings obligatory in the nature thereof and any such power of attorney dr certificate bearing such facsimile signature or lacsimie seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimlle signature and facsimile seal shall be valid and binding upon the Company with respect to any bond or undertaking to which ii is attached
I Dawn M Chloros Assistant Secrelary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY
(the ~companies) do hereby certify Iha
(I) (H)
J31dD0
hJ (lL~ff (1j~W Dawn M Chloros Assistant Secretary
Form 15-10-02258-U (Ed 5-03) CONSENT
TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS 6
ARTICLE 2 CONTRACT PURPOSE AND TERM 12
21 PURPOSE 12
22 EFFECTIVE DATE AND COMMENCEMENT DATE 12
23 TERM 13
ARTICLE 3 COUNTY RESPONSIBILITIES 13
31 DELIVERY OF ACCEPTABLE WASTE 13
32 MANNER OF DELIVERIES 13
33 COOPERATION 13
ARTICLE 4 CONTRACTOR RESPONSIBILITIES 13
41 OWNERSHIP AND TRANSFER OF OWNERSHIP 13
42 CAPITAL IMPROVEMENTS 14
43 PERMITTING AND COMPLIANCE 15
44 ACCEPTANCEOFWASTE 15
45 OPERATING REQUIREMENTS 16
46 HOURS AND DAYS OF OPERATION 17
47 HOLIDAYS 17
48 COUNTY ACCESS 18
49 TRANSPORTATION OF ACCEPTABLE WASTE 18
410 PROCESSING OF RECYCLABLE MATERIALS 18
411 RECORDKEEPING AND REPORTING 18
412 TRANSITION 20
ARTICLE 5 CONTRACTORS COMPENSATION 20
51 BASE RATE 20
52 RATE ADJUSTMENTS 21
53 BILLING AND PAYMENT OF CONTRACTORS FEES 21
Okaloosa County Transfer Contract_ Final Page 2 of 52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS 22
61 ACCEPTABLE WASTE 22
62 SPECIAL WASTE 22
63 CONSTRUCTION AND DEMOLITION DEBRIS 22
64 RECYCLABLE MATERIALS 22
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS 23
71 COUNTY RECYCLABLE MATERIALS 23
72 OTHER RECYCLABLE MATERIALS 25
ARTICLE 8 PERFORMANCE BOND 25
ARTICLE 9 LIQUIDATED DAMAGES 25
ARTICLE 10 DEFAULT AND TERMINATION 27
ARTICLE 11 INSURANCE 28
I II CONTRACTORS INSURANCE 28
112 WORKERS COMPENSATION INSURANCE 30
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE 30
114 LIMITS OF LIABILITY 31
115 NOTICE OF CLAIMS AND LITIGATION 32
116 INDEMNIFICATION AND HOLD HARMLESS 32
117 CERTIFICATES OF INSURANCE 32
118 GENERALTERMS 33
119 UMBRELLA INSURANCE 34
ARTICLE 12 FORCE MAJEURE 34
121 INABILITY TO PERFORM 34
122 EVENTS OF FORCE MAJEURE 35
123 WRITTEN NOTIFICATION 35
Okaloosa County Transfer Contract_Final Page3 of52
ARTICLE 13 TITLE TO WASTE 36
ARTICLE 14 ARBITRATION36
141 ARBITRATION 36
142 INDEPENDENT THIRD PARTY 36
143 AMBIGUITY 37
ARTICLE 15 OTHER TERMS AND CONDITIONS 37
151 WAIVER 37
152 ASSIGNMENT OF AGREEMENT 37
153 SUBCONTRACTORS 37
154 INDEPENDENT CONTRACTOR 38
155 NON-DISCRIMINATION PROVISIONS 38
156 LAW TO GOVERN VENUE JURISDICTION 39
157 ILLEGAL PROVISIONS 39
158 MODIFICATIONS 39
159 PREPARATION OF AGREEMENT 39
1510 REMEDIES CUMULATIVE 39
1511 HEADINGS 40
1512 REPRESENTATIONS OF CONTRACTOR 40
1513 REPRESENTATIONS OF COUNTY 40
1514 REPRESENTATIVES 40
1515 NOTICES 41
1516 ENTIRE AGREEMENT 42
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT 42
EXHIBIT A SPECIAL WAS TE 43
EXHIBIT B REAL PROPERTY WARRANTY DEEDS 46
EXHIBIT C CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO
CONTRACTORS RATE 49
EXHIBIT D SAMPLE AVERAGE MARKET VALUE CALCULATION 50
Okaloosa County Transfer Contract_Final Page4 of52
SOLID WASTE TRANSFER STATION OPERATION AGREEMENT
THIS AGREEMENT is made as of this J)Paay 8~ 2010 by and
between Okaloosa County Florida (the COUNTY) a political subdivision of the State of
Florida and Waste Management Inc ofFlorida (hereinafter refened to as CONTRACTOR) a
corporation duly organized and validly existing under and by virtue of the laws of the State of
Florida and authorized to do business in the State ofFlorida
WITNESSETH
WHEREAS the COUNTY and the CONTRACTOR entered into an agreement dated as of June
2 2000 pursuant to which CONTRACTOR operates transfer stations utilizing state-of-the-rut
techniques and in accordance with the rules and regulations of the Florida Deprutment of
Environmental Protection including but not limited to 62-701801 FAC and all referenced
codes for the purpose of receiving and transporting Solid Waste to a disposal site as provided
therein and
WHEREAS such contract for Solid Waste Transfer Station Operations authorizes the renewal of
said agreement and
WHEREAS the COUNTY and CONTRACTOR desire that CONTRACTOR continue to
operate and manage transfer stations under the te1ms and conditions set fotth in this Agreement
NOW THEREFORE in consideration of the premises contained in this Agreement the patties
hereto intend to be legally bound as follows
Okaloosa County Transfer Contract_Final Page 5 of52
ARTICLE 1 DEFINITIONS
The following words and expressions ( or pronouns used in their stead) shall wherever they
appear in this Agreement be constrned as follows unless a different meaning is clear from the
context Words of the masculine gender shall be deemed and construed to include correlative
words of the feminine and neuter genders Unless the context shall otherwise indicate all words
shall include the plum as well as the singular number and the word person shall include
corporations and associations including public bodies as well as natural persons
Acceptable Waste shall mean Solid Waste including garbage rnbbish refuse residue
incidental amounts of household hazardous waste as permitted by the Florida Department of
Environmental Protection and other discarded solid or semi-solid mate1ials resulting from
domestic commercial industrial recycling resource recovery agricultural and governmental
operations Acceptable Waste also includes Bulk Waste Special Waste (except those defined
under Unacceptable Waste) and Recyclable Materials Acceptable Waste shall not include
regulated Hazardous Waste Medical Waste Biomedical Waste Biological Waste Infectious
Waste and Yard Trash
Agreement shall mean this Agreement including all attachments and amendments thereto
Authorized Representative means the Public Works Director or as othetwise designated in
writing by the Board to represent the COUNTY in the administration and supervision of this
Agreement
Biomedical Waste means any Solid Waste or liquid waste which may present a threat of
infection to humans The term includes but is not limited to non-liquid human tissue and body
parts laboratory and veterinary waste that contain human disease-causing agents used
disposable shaips human blood human blood products body fluids and other materials that in
the opinion of the Department of Health and Rehabilitative Services represent a significant risk
of infection to persons outside the generating facility
Biological Waste means Solid Waste that causes or has the capability of causing disease or
infection and includes but is not limited to Biomedical Waste diseased or dead animals and
other wastes capable of transmitting pathogens to humans or animals
Okaloosa County Transfer Contract_Final Page 6 of52
Board shall mean the Board of County Commissioners of Okaloosa County Florida which is
the governing body of the COUNTY
Bulk Waste shall mean any waste that requires additional management due to its bulk or
weight and shall include Household Furniture treated lumber Electronics bicycles push type
lawn mowers with all oil and gas drained automotive tires and White Goods Bulk Waste does
not include any form of matter or debris resulting from tree removal land clearing land
development or Special Waste as defmed herein
Commencement Date means the first day of the month following the Effective Date of this
Agreement
Commercial Business Establishment means any establishment other than a residential
dwelling apartment complex condominium complex or trailer park and shall be and shall
include but not be limited to all retail professional wholesale and industrial facilities
manufacturing facilities non-profit enterprises governmentalpublic agencies and any other
commercial enterprises offering goods or services to the public
Commercial Waste means any Acceptable Waste generated at a Commercial Business
Establishment
Construction and Demolition Debris means discarded materials generally considered to be
not water-soluble and nonhazardous in nature including but not limited to steel glass brick
concrete asphalt roofing material pipe gypsum wallboard and lumber from the construction or
destruction of a structure as paii of a construction or demolition project or from the renovation of
a structure and including rocks soils tree remains trmiddotees and other vegetative matter that
nmmally results from land clearing or land development operations for a construction project
including such debris from construction of structures at a site remote from the construction or
demolition project site Mixing of Construction and Demolition Debris with other types of Solid
Waste will cause it to be classified as other than Construction and Demolition Debris The term
also includes
(a) Clean cardboard paper plastic wood and metal scraps from a construction project
Okaloosa County Transfer Contract_Final Page7 of52
(b) Except as provided ins 403707(9)(j) Florida Statutes unpainted nontreated wood
scraps from facilities manufacturing materials used for construction of structures or
their components and unpainted nontreated wood pallets provided the wood scraps
and pallets are separated from other Solid Waste where generated and the generator
of such wood scraps or pallets implements reasonable practices of the generating
industry to minimize the commingling of wood scraps or pallets with other Solid
Waste and
(c) De minimus amounts of other nonhazardous wastes that are generated at
construction or destruction projects provided such amounts are consistent with best
management practices of the industry
Contract Year means the time from the Commencement Date through March 31 2012 and
each calendar year thereafter
Costs shall mean the costs of labor materials supplies major rental equipment and tools
other direct costs and allocable indirect costs such as fringe benefits general and administrative
expenses and indirect labor costs
COUNTY shall mean Okaloosa County Florida acting by and tlnmiddotough its Board of County
Commissioners
CPI as used herein shall be the revised Consumer Price Index for All Urban Consumers South
Urban for all items not seasonally adjusted published by the Bureau of Labor Statistics US
Department of Labor 1984-82 = 100 In the event the US Department of Labor Bureau of
Labor Statistics ceases to publish the CPI the parties hereby agree to substitute another equally
authoritative measure of change in the purchasing power of the US dollar as may be then
available
Day shall mean one calendar day when used in this Agreement
Effective Date means the date this Agreement becomes effective when executed by the
parties or when the Board adopts the Ordinance establishing the rates specified herein
whichever later occurs
Okaloosa County Transfer Contract_Final Page 8 of52
Electronics means computers monitors keyboards nnce termmals printers modems
scanners cell phones televisions and copiers and other electronic equipment as directed by the
COUNTY
Franchise Area means the specifically described geographic areas exclusively assigned to a
franchisee for the purpose of residential Solid Waste Yard Trash and Bulk Waste Collection
and if applicable Recyclable Material Collection pursuant to the COUNTYs Residential Solid
Waste and Recycling Collection Franchise Agreement
Fuel Index as used herein shall be the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low
Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) published by the US
Department of Energy Energy Information Administration In the event the US Department of
Energy Energy Information Administration ceases to publish the fuel prices the parties hereby
agree to substitute another equally authoritative measure of change in the purchasing power of
the US dollar as may be then available
Hazardous Waste means Solid Waste or a combination of Solid Wastes (even though it may
be part of delivered load of waste) which because of its quantity concentration or physical
chemical or infectious characteristics may cause or significantly contribute to an increase in
mortality or an increase in serious irreversible or incapacitating reversible illness or may pose a
substantial present or potential hazard to human health or environment when improperly
transported disposed of stored treated or otherwise managed Hazardous Waste shall include
all such waste as defined by the Rules of the Florida Department of Environmental Protection
Chapter 62-730 FAC or 40 Code ofFederal Regulations 261 or both as either or both may be
amended from time to time and to the extent either or both is applicable to the disposal of waste
in Florida Hazardous Waste is not intended to include de minimus amounts of household
hazardous wastes as defined by FAC 62-701100
Household Furniture means all movable compactable articles or apparatus such as chairs
tables sofas mattresses etc for equipping a house
Okaloosa County Transfer Contract_Final Page9 of52
Incorporated Municipalities means those duly Incorporated Municipalities in Okaloosa
County consisting of Cinco Bayou Crestview Destin Fort Walton Beach Laurel Hill Mary
Esther Niceville Shalimar and Valpariso
Independent Third Party means a qualified party mutually acceptable to both the COUNTY
and the CONTRACTOR
Infectious Waste means those wastes which may cause disease or may reasonably be
suspected of harboring pathogenic organisms Included are wastes resulting from the operation
of medical clinics hospitals and other facilities producing wastes which may consist of but are
not limited to diseased human and animal parts contaminated bandages pathological
specimens hypodermic needles contaminated clothing and surgical gloves
Merchant Waste means Acceptable Waste that was collected from locations outside the
COUNTY jurisdictional boundaries Merchant Waste does not include Co=ercial Waste
generated within unincorporated areas of the COUNTY or within Incorporated Municipalities
Recyclable Materials means those materials which are capable of being recycled and which
would otherwise be processed or disposed of as Solid Waste Recyclable Materials shall include
newspapers (including inse1ts ) conugated cardboard mixed paper (including brown paper bags
magazines phonebooks junk mail white and colored paper shredded paper in a bag and
paperboard) aluminum plastic containers and bottles marked with SPI codes 1-7 glass bottles
and jars tin and ferrous cans polycoated containers and other Solid Waste materials added upon
Agreement between the COUNTY and the CONTRACTOR when such materials have been
either dive1ted from the remaining Solid Waste stream or removed prior to their entry into the
remaining Solid Waste stream
Recycling Facility means the facility located adjacent to the Fort Walton Beach Transfer
Station at which Recyclable Materials are delivered for processing andor transport
Required Turn Back Condition means reasonable wear and tear co=ensurate with the time
of use and considering the CONTRACTORs responsibilities for maintenance repair and
replacement
Okaloosa County Transfer Contract_Final Page 10 of52
Solid Waste means garbage rubbish refuse trash clean debris or other similar discarded
material resulting from domestic industrial commercial mining agricultural or governmental
operations It excludes Yard Trash Bulk Waste Recyclable Materials and Special Waste
Special Waste means wastes that can require special handling and management but are not
considered Bulk Waste that are not accepted at a landfill or other disposal facility or that are
accepted at a landfill or other disposal facility at higher rates than are charged for refuse
including but not limited to wastes outlined in Exhibit A
Subcontractor shall mean a person firm or corporation other than employees of
CONTRACTOR who or which contracts with CONTRACTOR to furnish or actually furnishes
labor materials andor equipment for the Facility
Ton means a sh01i ton 2000 pounds (9078 metric tons)
Transfer Stations means the facilities currently located at 630 Martin Luther King Jr Blvd
(Fort Walton Transfer Station) and at the Baker Landfill (Baker Transfer Station) in Okaloosa
County capable of receiving Acceptable Waste for further transfer to a disposal facility for
ultimate disposition
Unacceptable Waste shall mean wastes that are not accepted for Class I disposal These
materials include Infectious Waste and Hazardous Wastes as defined above those wastes
excluded from the definition of Acceptable Wastes and materials exhibiting the following
characteristics
(a) Hazardous placards or markings
(b) Liquids
( c) Powders or dusts
(d) Drums or commercial size containers
( e) Chemical odors
Other unacceptable materials include
(a) Asbestos containing wastes
(b) Ash
Okaloosa County Transfer Contract_Final Page 11 of52
( c) Fluorescent light bulbs
( d) Mercury containing devices
(e) Whole tires
(f) Liquid Wastes
White Goods means discarded washers dryers refrigerators ranges microwave ovens water
heaters freezers small air conditioning units and other similar domestic large appliances
Yard Trash means vegetative matter resulting from landscaping maintenance including
accumulation of lawn grass shrubbery cuttings or clippings and dry leaf rakings palm fronds
small tree branches bushes or shrubs green leaf cuttings fruits or other matter usually created
as refuse in the care of lawns and yards Yard Trash does not include treated wood or any form
of matter or debris resulting from tree removal land clearing land development building
demolition home improvement or waste generated by tree surgeons
ARTICLE 2 CONTRACT PURPOSE AND TERM
21 PURPOSE
The pmpose of this Agreement is to establish the terms and conditions under which
CONTRACTOR shall manage operate and maintain the Transfer Stations
22 EFFECTIVE DATE AND COMMENCEMENT DATE
This Agreement shall become effective when executed by the paities or when the Board
adopts the Ordinance establishing the rates specified herein whichever later occurs The
Commencement Date of service shall be the first Day of the month following the
Effective Date of this Agreement
Okaloosa County Transfer Contract_Final Page 12 of52
23 TERM
The term of this Agreement shall commence on the Effective Date and end on March 31
2016 The term of this Agreement may be renewed for one (1) additional term of five (5)
years commencing at the end of the initial te1m by mutual agreement of the parties
ARTICLE 3 COUNTY RESPONSIBILITIES
31 DELIVERY OF ACCEPTABLE WASTE
The COUNTY or others authorized by the COUNTY shall deliver Acceptable Waste to
the Transfer Stations and Recyclable Materials to the Recycling Facility
32 MANNER OF DELIVERIES
The COUNTY shall grant to CONTRACTOR reasonable authority to deny admission to
the Transfer Stations of any vehicle carrying refuse which may leak spill or allow waste
to be blown or scattered about the Transfer Stations before unloading at the site
33 COOPERATION
COUNTY shall cooperate with CONTRACTOR in CONTRACTORs efforts to obtain
and renew all required permits licenses and approvals shall not appear as an objector in
any proceeding to consider the granting or renewal of such permits licenses or approvals
and shall promptly and reasonably consider any applications by CONTRACTOR
ARTICLE 4 CONTRACTOR RESPONSIBILITIES
41 OWNERSHIP AND TRANSFER OF OWNERSHIP
411 Throughout the full term of this Agreement the CONTRACTOR shall retain
ownership of the Transfer Stations and Recycling Facility At the conclusion of
the full term of the Agreement or in the event of CONTRACTOR default and
Okaloosa County Transfer Contract_Final Page 13 of52
termination by the COUNTY the Baker Transfer Station and all real property at
the Fort Walton Beach Transfer Station and Recycling Facility will be wholly
owned by the COUNTY and CONTRACTOR shall convey in Required Tum
Back Condition good and marketable title to the same to the COUNTY free and
clear of all liens or other encumbrances For the purposes of this Agreement real
property means the Fort Walton Beach Transfer Station and Recycling Facility
property as defined by the warranty deeds in Exhibit B and all physical buildings
and structures thereon including all equipment and fixtures with the exception of
rolling stock
412 In order to establish the Required Turn Back Condition of all real property at the
Transfer Stations and Recycling Facility and the need for repairs or replacements
if any the COUNTY and the CONTRACTOR shall conduct a joint inspection(s)
of the Facilities sites and buildings to include the utilities no later than thirty
(30) Days after the Effective Date of this Agreement The COUNTY and the
CONTRACTOR shall develop a list of any necessary repairs or replacements that
the CONTRACTOR is responsible for paying for andor performing such repairs
or replacements and establish a schedule for completing such work The
condition of the Facilities sites and buildings following completion of such
repairs and replacements shall be the Required Tum Back Condition allowing for
normal wear and tear commensurate with the time of use and considering the
CONTRACTORs responsibilities for maintenance repair and replacement
413 The CONTRACTOR shall maintain and convey at the conclusion of the full term
of this Agreement all real property at the Transfer Stations and Recycling Facility
to the COUNTY in Required Turn Back Condition The COUNTY shall notify
the CONTRACTOR of any deficiencies in the Required Tum Back Condition
and CONTRACTOR shall remedy such deficiencies
42 CAPITAL IMPROVEMENTS
The CONTRACTOR shall be solely responsible for the cost of all capital improvements
to the Transfer Stations and Recycling Facility
Okaloosa County Transfer Contract_Final Page 14 of 52
43 PERMITTING AND COMPLIANCE
The CONTRACTOR shall be responsible for obtaining and maintaining permits
approvals and licenses as are requrred for the operation of the Transfer Stations and
Recycling Facility CONTRACTOR shall operate the facilities in compliance with all
requirements of Federal State and local laws rules ordinances and regulations
applicable to the management of such facilities and as contained in the permits issued
relative to the facilities CONTRACTOR and the COUNTY agree to cooperate fully with
one another within reason in all efforts undertaken pursuant to this paragraph The
CONTRACTOR shall be responsible at its sole cost for the payment of all fines
penalties and citations that the CONTRACTOR may incur
44 ACCEPTANCE OF WASTE
In accordance with applicable operational protocol established by the CONTRACTOR
and with the approval of the COUNTY CONTRACTOR shall provide operate and
maintain facilities for the receipt of Acceptable Waste brought to the Transfer Stations
441 Acceptable Waste The CONTRACTOR shall process Acceptable Waste received
at the Transfer Stations in accordance with applicable Federal State and local
regulations and in a manner which would not be likely to pose a threat to public
health and safety
442 Special Waste CONTRACTOR shall implement a program to identify and
manage Special Waste Any testing or additional charges for the receipt handling
and disposal of Special Waste shall be as agreed between the CONTRACTOR
and the generator or transpmier of the Special Waste
443 Unacceptable Waste The CONTRACTOR shall exercise its best efforts to avoid
the acceptance of Unacceptable Waste at the Transfer Stations The
CONTRACTOR shall process Unacceptable Waste received at the Transfer
Stations in accordance with applicable Federal State and local laws rules
ordinances and regulations and in a manner which would not be likely to pose a
threat to public health and safety The CONTRACTOR shall indemnify the
Okaloosa County Transfer Contract_Final Page 15 of 52
COUNTY for any liability claim or damages imposed as a consequence of
CONTRACTORs failure to process such material in accordance with applicable
Federal State or local regulations Any testing required or additional charges
imposed for the receipt handling and disposal of Special Waste shall be as agreed
between the CONTRACTOR and the generator or transporter of the Unacceptable
Waste
45 OPERATING REQUIREMENTS
451 The CONTRACTOR will provide at CONTRACTORs expense all the utilities
used in operating the Transfer Stations and Recycling Facility At the Baker
Transfer Station the CONTRACTOR shall pre-treat leachate to a pH between 60
and 85 The COUNTY shall transport the treated leachate for further treatment
and disposal
452 The CONTRACTOR shall be responsible for the maintenance and repair of all
real property at the Transfer Stations and Recycling Facility in accordance with
industry and operational standards It shall also be the CONTRACTORs
responsibility to replace all or part of the property fixtures machinery
improvements and equipment as required to maintain the operation and
performance of the Transfer Stations and Recycling Facility including facility
expansion necessary to accommodate increased throughput The CONTRACTOR
shall maintain and or replace as appropriate all rolling stock utilized by the
CONTRACTOR in performance of this Agreement
453 The CONTRACTOR shall specifically establish a procedure for monitoring the
wear on the waste receiving floors and shall establish a repair procedure before
the wear has progressed to the point that further wear could jeopardize the
renewal of the floor surface or involve replacement of the steel reinforcement in
the floor The floor shall be resurfaced by the CONTRACTOR at least once
during the te1m ofthis Agreement
Okaloosa County Transfer Contract_Final Page 16 of 52
454 The CONTRACTOR shall remove Solid Waste from the transfer station tipping
floors in accordance with its operating permits
455 The CONTRACTOR shall operate the facilities to allow for a turnaround time of
not greater than twenty (20) minutes for vehicles delivering waste or Recyclable
Materials
456 The Transfer Stations and Recycling Facility will be maintained in a neat clean
and attractive manner consistent with its function and present a positive public
appearance
457 The CONTRACTOR shall control litter at the Transfer Stations and Recycling
Facility sites Adequate litter control is defined as minimizing litter leaving the
site and the collection of off-site and on-site litter at the end of eve1y business
day
458 The CONTRACTOR shall separate tires White Goods and Electronics delivered
to the Transfer Stations from other waste and place them in separate containers as
provided by the COUNTY
46 HOURS AND DAYS OF OPERATION
The Transfer Stations and Recycling Facility will be open to the public from 600 am
until 500 pm Monday through Friday and 600 am until 1200 noon Saturday The
COUNTY reserves the right to alter the operating hours of the facilities The
FRANCillSEE and COUNTY agree to negotiate a reasonable rate adjustment if such
change in operating hours affects operating costs
47 HOLIDAYS
The CONTRACTOR will close the Transfer Stations and Recycling Facility on the
following holidays New Years Day Thanksgiving and Clumiddotistmas
Okaloosa County Transfer Contract_Final Page 17 of 52
48 COUNTY ACCESS
The CONTRACTOR shall afford reasonable access at any reasonable time to the
Transfer Stations and Recycling Facility by the COUNTY its authorized agents or public
authorities having regulatory jurisdiction over the facilities Such visits shall be
conducted in a manner so as to cause minimum interference with the performance of
CONTRACTOR s responsibilities hereunder All persons conducting such visits shall
provide appropriate identification and shall comply with CONTRACTORs established
safety rules and regulations
49 TRANSPORTATION OF ACCEPTABLE WASTE
The CONTRACTOR shall be responsible for all transportation of Acceptable Waste
except White Goods and tires once it has been accepted for disposal at the Transfer
Stations The CONTRACTOR shall transport Electronics to the COUNTY facility
designated by Authorized Representative The CONTRACTOR may transpmt
Constmction and Demolition Debris to a permitted facility of its choosing The
CONTRACTOR shall transpmt all other Acceptable Waste to the Spring Hill Regional
Landfill and shall have the duty to ensure that the transportation will be performed in
accordance with applicable regulations and will be prompt safe and efficient Upon
approval by the Authorized Representative the CONTRACTOR may transpmt
Acceptable Waste to a different permitted facility If such facility is closer to Okaloosa
County than the Spring Hill Regional Landfill the CONTRACTOR and COUNTY shall
negotiate a co=ensurate rate adjustment
410 PROCESSING OF RECYCLABLE MATERIALS
The CONTRACTOR shall be responsible for all transportation and processmg of
Recyclable Materials accepted at the Recycling Facility
411 RECORDKEEPING AND REPORTING
4111 The CONTRACTOR records required herein shall be maintained in electronic
database format utilizing Microsoft software or in a format approved by the
Okaloosa County Transfer Contract_Final Page 18 of 52
Authorized Representative The databases shall be readily available for inspection
by the COUNTY at any time during normal operating hours and information in
the records shall be shared with the COUNTY upon request
4112 The CONTRACTOR shall weigh and record all inbound and outbound vehicles
carrying materials including transfer trucks at the Fort Walton Beach Transfer
Station and Recycling Facility Each vehicle delivering waste or Recyclable
Materials shall be properly identified and authorized in a manner satisfactory to
the COUNTY and CONTRACTOR Weights of all waste and Recyclable
Materials shall be recorded in the COUNTYs WasteWorks system
4113 The weight of Acceptable Waste and Recyclable Materials shall be determined
using the weigh scales at the facility The CONTRACTOR shall at regular
intervals test the accuracy of the weigh scales such testing shall occur at least
once every ninety (90) Days The test records for the term of this Agreement shall
be kept on file in the scale house at the facility
4114 The CONTRACTOR shall maintain the original weight records that identify the
vehicles the time of weighing( s) and the tare weights of the vehicles for a period
of five (5) years after which CONTRACTOR may dispose of such records The
CONTRACTORs records so developed will be used as a basis for calculating
quantities of waste and Recyclable Materials and shall be subject to review
including spot checking by the COUNTY at its discretion on site or made
available to the COUNTY at such times as it may reasonably request Required
records in this category include but are not limited to itemized statements of the
amount of Acceptable Waste delivered to the Transfer Stations as further defmed
in Article 4
4115 The COUNTY shall be entitled to have its designated representatives at the
Transfer Stations and Recycling Facility at all times and CONTRACTOR shall
designate a suitable site for an office if required by COUNTY The COUNTY
shall further have the right to station its employees at all weigh scales to verify the
Okaloosa County Transfer Contract_Final Page 19 of52
correctness of the weight records and the CONTRACTOR shall provide
reasonable space for said employees
4116 The CONTRACTOR shall provide the Authorized Representative with its internal
tonnage report which shall include all waste delivered to the Transfer Stations
and all Recyclable Materials delivered to the Recycling Facility Tonnage shall
be broken down by material type and source of generationdelivery with all waste
and Recyclable Materials collected within the COUNTYs Franchise Area clearly
noted For Recyclable Materials collected within the COUNTYs Franchise Area
the CONTRACTOR shall provide an estimate of the breakdown of such material
by commodity Such report shall be submitted in electronic format within seven
(7) Days after the end of each month
412 TRANSITION
4121 The CONTRACTOR shall cooperate with the COUNTY or its designated
contractor during any transition period at the end of this Agreement Such
cooperation includes but is not limited to allowing site visits of the facilities by
the COUNTY or its contractor with advance notice and ensuring all facilities are
in Required Tum Back Condition pursuant to Paragraph 41
4122 The CONTRACTOR shall transfer all active facility permits for the Transfer
Stations and Recycling Facility to the COUNTY or its designated contractor as
requested by the COUNTY in a timely manner so as to avoid any disruption of
service
ARTICLES CONTRACTORS COMPENSATION
51 BASE RATE
The combined total rate for Acceptable Waste handling transportation and disposal paid
to the CONTRACTOR by the COUNTY shall be $3677 per Ton ofrep011ed and verified
waste receipts with the exception of Recyclable Materials Special Waste or
Okaloosa County Transfer Contract_Final Page20 of52
Construction and Demolition Debris managed at the facilities This rate shall take effect
on the Commencement Date of this Agreement and shall continue without adjustment
through September 30 2011
52 RATE ADJUSTMENTS
On October I 2011 and October 1 of each subsequent Contract Year of this Agreement
the CONTRACTORs base rate as provided in Paragraph 51 shall be adjusted
accmding to the following methodology as further explained in Exhibit C seventy
percent (70) of the rate shall be adjusted based on seventy-five percent (75) of the
percentage change in the CPI for the twelve (12) months ending on the preceding June
30ili and thirty percent (30) of the rate shall be adjusted based on the percent change in
the US Department of Energy Fuel Index for the previous twelve (12) months ending on
the preceding June 30ili The total rate adjustment each year may not exceed two percent
(2) of the previous years rates
53 BILLING AND PAYMENT OF CONTRACTORS FEES
531 CONTRACTOR shall keep records of all Acceptable Waste received at the
Transfer Stations as described herein
532 CONTRACTOR shall invoice the COUNTY monthly for the handling
transportation and disposal fees as set forth herein for Acceptable Waste
received at the Transfer Stations This invoice must include detailed information
regarding waste receipts including Solid Waste Bulk Waste Special Waste
Recyclable Material Unacceptable Waste and Merchant Waste in a format
approved by the Authorized Representative Only waste receipts reported using
this format and verified by the COUNTY will be paid COUNTY shall pay such
invoices within thirty (30) Days from the date of invoice or request additional
info1mation if adequate information is not provided
Okaloosa County Transfer Contract_Final Page 21 of52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS
COUNTY shall be responsible for the setting and collection of charges associated with all waste
receipts except as provided herein
61 ACCEPTABLE WASTE
The rates charged for Acceptable Waste will be as established by COUNTY Ordinance
No 00-08 and any amendments thereto If a waste load is too small to be accurately
weighed by the Transfer Stations weigh scales a flat rate shall be charged to the
customer per vehicle as established by COUNTY Ordinance No 00-08 and any
amendments thereto
62 SPECIAL WASTE
CONTRACTOR shall be responsible for setting rates associated with Special Waste
63 CONSTRUCTION AND DEMOLITION DEBRIS
CONTRACTOR shall use its best efforts to deliver a mmnnum of 1000 Tons of
Construction and Demolition Debris (CampD) per month to the Transfer Stations
collectively The COUNTY shall charge the CONTRACTOR a Ten Dollar ($1000) per
Ton host fee for all CampD material delivered to the Transfer Stations This CampD material
shall not be subject to any additional charges or Costs including tipping fees by the
COUNTY to the CONTRACTOR
64 RECYCLABLE MATERIALS
Recyclable Materials delivered by or on behalf of the COUNTY Incorporated
Municipalities or by private citizens directly or collected by the CONTRACTOR from
Commercial Business Establishments in the COUNTY will be accepted at no charge
The CONTRACTOR may negotiate Recyclable Materials processing fees with other
entities delivering such materials to the Recycling Facility
Okaloosa County Transfer Contract_ Final Page22 of52
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS
71 COUNTY RECYCLABLE MATERIALS
The CONTRACTOR shall pay the COUNTY revenue for each Ton of Recyclable
Materials delivered by or on behalf of the COUNTY to the Recycling Facility as follows
711 Each month the CONTRACTOR shall calculate the Average Market Value
(AMV) of Recyclable Materials defined as the sum of commodity prices (US
Dollar per Ton) posted on the first week of the month for the Southeast USA in
SecondaryMaterialsPricingcom and SecondaryFiberPricingcom multiplied by
the composition of the Recyclable Materials as defmed in Table 1 Exhibit D
provides an example ofthis calculation
Table 1
Composition ofRecyclable Materials and Market Indexes for Determining AMV
lVIaterial Index Description Percentale Newspaper (ONP) PSI 8 Baled FOB sellers dock 5260 Corrugated Cardboard (OCC) PSI 11 Baled FOB sellers dock 1130 Mixed Paper PSI 1 Baled FOB sellers dock 460 Aseptic Containers NIA 000 Aluminum Cans Aluminum Cans Sorted and Baled Delivered 170 Steel Cans Steel Cans Sorted and Baled Delivered 230 PET PET Baled Picked Up 460 HDPE (Natural) Natural HDPE Baled Picked Uo 090 HDPE (Colored) Colored HDPE Baled Picked Up 180 Clear Glass Flint Delivered 830 Green Glass Green Delivered 450 Brown Glass Amber Delivered 490 Contamination NIA 250
712 Each month the CONTRACTOR shall pay revenue to the COUNTY based on
the AMV equal to the total Tons of Recyclable Materials delivered by or on
behalf of the COUNTY multiplied by the revenue payment in Table 2 The
revenue payment in Column A will be in effect through March 31 2013 and that
in Column B will be in effect after that date If a Mate1ials Recovery Facility
Okaloosa County Transfer Contract_Final Page23 of52
(MRF) is developed by the CONTRACTOR within a 200 mile radius of the
COUNTY prior to March 31 2013 the revenue payment in Column B will go
into effect when such MRF becomes operational
Table 2
Per Ton Revenue Payment to COUNTY Based on AMV
Avera2e Market Value COLUMN A COLUMNB
Low Hi2h
Revenue Payment to COUNTY ($Ton)
until March 31 2013
Revenue Payment to COUNTY($Ton)
after March 31 2013 lt$8001 $9000 $2000 $2000
$9001 $10000 $2000 $2500
$10001 $11000 $2000 $3000 $11001 $12000 $2000 $3500
$12001 $13000 $2500 $4000
$13001 $14000 $3000 $4500 $14001 $15000 $3500 $5000 $15001 $16000 $4000 $5500 $16001 $17000 $4500 $6000
$17001 $18000 $5000 $6500 $18001 $19000 $5500 $7000 $19001 $20000 $6000 $7500
$20001 $21000 $6500 $8000 $21001 $22000 $7000 $8500
$22001 gt$23000 $7500 $9000
713 No later than the fifteenth (15th) Day of each month the CONTRACTOR shall
submit a Monthly Payment Report in a format approved by the Authorized
Representative for the previous calendar month detailing the calculation of each
revenue payment and the total revenue payment due to the COUNTY Said
revenue payment shall be remitted to the COUNTY within thirty (30) Days from
the end of the month for which the payment is being made
714 The CONTRACTOR may request a study to measure the composition of
Recyclable Materials utilized to calculate the AMV pursuant to Paragraph 7 1
Okaloosa County Transfer Contract_Final Page 24 of52
Table I of this Agreement such request being subject to approval by the
COUNTY If approved by the COUNTY the CONTRACTOR and COUNTY
shall jointly develop a methodology and cost estimate to conduct the composition
study The final methodology and selection of the Independent Third Party to
conduct the study must be approved by the Authorized Representative The
parties shall share equally in paying for the cost of the study Study results are
subject to final approval by the Authorized Representative Once approved
adjustments to the composition of Recyclable Materials shall become effective for
the following month and remainder of the term of the Agreement or until further
adjusted in accordance with this article
72 OTHER RECYCLABLE MATERIALS
The CONTRACTOR will remit $20 per Ton of Recyclable Material received at the
Recycling Facility that is not subject to Paragraph 71 with the exception of Recyclable
Materials not generated in Okaloosa County
ARTICLE 8 PERFORMANCE BOND
The CONTRACTOR shall furnish to the COUNTY a performance bond issued by a surety
licensed to do business in the State of Florida for the faithful performance of the Agreement and
all obligations arising hereunder The performance bond shall be made payable in favor of
Okaloosa County Florida or in lieu thereof pay to the COUNTY the sum of $200000000 A
complete bond shall be issued at least thirty (30) Days prior to the Commencement Date of this
Agreement
ARTICLE 9 LIQUIDATED DAMAGES
If the CONTRACTOR does not substantially fulfill its obligations under this Agreement the
COUNTY shall provide written notice to the CONTRACTOR of specific areas of deficiency
Examples of such deficiencies include but are not limited to the following
Okaloosa County Transfer Contract_Final Page 25 of 52
(a) Violation of environmental laws
(b) Inadequate litter control at the Transfer Stations andor the Recycling Facility Adequate
litter control is defined as minimizing litter leaving the site and the collection of off-site
and on-site litter at the end of every business day
(c) Failure to remove Solid Waste from the transfer station tipping floor in accordance with
FRANCHISEEs operating permits
(d) Other conditions created by the CONTRACTOR that could impact public health and
safety and
(e) Poor maintenance of the Transfer Stations and Recycling Facility and equipment
resulting in a poor public image of the facilities
The CONTRACTOR shall initiate reasonable steps to correct these deficiencies within seventyshy
two (72) hours of written notice If the CONTRACTOR does not initiate reasonable steps within
seventy-two (72) hours the COUNTY may at its discretion impose liquidated damages of $500
per Day until deficiencies are satisfactorily con-ected as determined by the COUNTY If the
CONTRACTOR has not con-ected these deficiencies within thirty (30) Days of receipt of written
notice the CONTRACTOR will be considered in default of the Agreement and the COUNTY
may terminate this Agreement and recover damages in the full amount of the performance bond
The COUNTY may assess liquidated damages pursuant to this Aliicle on a monthly basis and
shall at the end of each month notify the CONTRACTOR in writing of the liquidated damages
assessed and the basis for each assessment In the event the CONTRACTOR wishes to contest
such assessment(s) the CONTRACTOR shall within five (5) Days after receiving such notice
request in writing an opportunity to be heaimiddotd by the Board and present its defense to such
assessment(s)
The COUNTYs Authorized Representative shall notify the CONTRACTOR in writing of any
action taken with respect to CONTRACTORs claims and the decision of the Board will be final
Okaloosa County Transfer Contract_Final Page 26 of 52
ARTICLE 10 DEFAULT AND TERMINATION
The COUNTY may terminate this Agreement except as otherwise provided below in this
paragraph by giving CONTRACTOR fifteen (15) Days advance written notice upon the
happening of any one of the following events
(a) The CONTRACTOR fails to remedy deficiencies as noted in Article 9 within
thirty (30) Days of receipt ofwritten notice by the COUNTY
(b) The CONTRACTOR takes the benefit of any present or future insolvency statute
or shall make a general assigmnent for the benefit of creditors or file a voluntary
petition in bankruptcy or a petition or answer seeking readjustment of its
indebtedness under the Federal United States or any state thereof or consent to
the appointment or a receiver trustee or liquidator of all or substantially all of its
property or
(c) By order or decree of a court the CONTRACTOR shall be adjudged bankrupt or
an order shall be made approving a petition filed by any of its creditors or by any
of the Stockholders of the CONTRACTOR seeking its reorganization or the
readjustment of its indebtedness under federal bankrnptcy laws or under any law
of statute of the United States or of any state thereof provided that if any such
judgment is stayed or vacated within sixty ( 60) Days after the entry thereof any
notice of cancellation shall be and become null void and of no effect or
(d) By or pursuant to or under authority of any legislative act resolution or rule or
any order or decree of any cornt or government board agency or office having
jurisdiction a receiver trustee or liquidator shall take possession or control of all
or substantially all of the property of the CONTRACTOR and such possession of
control shall continue in effect for a period of sixty ( 60) Days or
(e) The CONTRACTOR shall voluntarily abandon desert or discontinue its
operation hereunder granted
Okaloosa County Transfer Contract_Final Page 27 of52
Then such shall be considered a material breach of this Agreement and the Authorized
Representative shall notify the CONTRACTOR in writing of the breach If within a period of
fifteen (15) Days the CONTRACTOR has not eliminated the conditions considered to be a
breach of contract or having so co=enced shall fail thereafter to continue with diligence the
cming thereof the Authorized Representative shall notify the Board
After these fifteen (15) Days the COUNTY can cause the CONTRACTOR to be obligated to pay
the COUNTY the amount specified in the bond and has the authority to terminate this
Agreement
ARTICLE 11 INSURANCE
111 CONTRACTORS INSURANCE
1111 The CONTRACTOR shall not co=ence any work in connection with this
Agreement until he has obtained all required insurance and such insurance has
been approved by the Okaloosa County Risk Management Director
1112 All insurance policies shall be with insurers licensed to do business in the State of
Florida and any insuring company is required to have a rnininimn rating of A
Class X in the Best Key Rating Guide published A M Best amp Co Inc
1113 All insurance shall include the interest of all entities names in and its respective
agents consultants servants and employees of each and all other interests as may
be reasonably required by Okaloosa County as Additional Insured The coverage
afforded the Additional Insured under this policy shall be primary insurance If
the Additional Insured have other insurance that is applicable to the loss such
other insurance shall be on an excess or contingent basis The amount of the
companys liability under this policy shall not be reduced by the existence of such
other insurance
Okaloosa County Transfer Contract_Final Page 28 of 52
1114 The County of Okaloosa shall be listed as Additional Insured by policy
endorsement on all insurance contracts applicable to this Agreement except
Workers Compensation and Professional Liability
1115 The County of Okaloosa shall be furnished proof of coverage by certificates of
insurance (COI) and endorsements for every applicable insurance contract
required by this Agreement The COI s and policy endorsements must be
delivered to the Autho1ized Representative not less than ten (10) Days prior to the
commencement of any and all contractual agreements between the County of
Okaloosa and the CONTRACTOR
1116 The COUNTY shall retain the right to reject all insurance contracts that do not
meet the requirement of this Agreement Further the COUNTY reserves the right
to change these insurance requirements with 60-Day notice to the
CONTRACTOR
1117 The insurance definition of Insured or Additional Insured shall include
Subcontractors Sub-subcontractors and any associated or subsidiary companies
of the CONTRACTOR which are involved and which is a part of the contract
1118 The COUNTY reserves the right at any time to require the CONTRACTOR to
provide certified copies of any insurance policies to document the insurance
coverage specified in this Agreement
1119 The designation of CONTRACTOR shall include any associated or subsidiary
company which is involved and is a part of the contract and such if any
associated or subsidiary company involved in the project must be named in the
Workers Compensation coverage
111IOAll policies shall be written so that the COUNTY will be notified of cancellation
or restrictive amendments at least thirty (30) Days prior to the effective date of
such cancellation or amendment Such notice shall be given directly to the
Authorized Representative
Okaloosa County Transfer Contract_Final Page 29 of 52
112 WORKERS COMPENSATION INSURANCE
1121 The CONTRACTOR shall secure and maintain during the life of this agreement
Workers Compensation insurance for all of his employees employed for the
project or any site connected with the work including supervision administration
or management of this project and in case any work is sublet with the approval
of the County of Okaloosa the CONTRACTOR shall require the Subcontractor
similarly to provide Workers Compensation insurance for all employees
employed at the site of the project and such evidence of insurance shall be
furnished the County of Okaloosa not less than ten (10) Days prior to the
conunencement of any and all subcontractual agreements which have been
approved by the County of Okaloosa
1122 Such insurance shall comply with the Florida Workers Compensation Law
1123 No class of employee including the CONTRACTOR himself shall be excluded
from the Workers Compensation insurance coverage The Workers
Compensation insurance shall also include Employers Liability coverage
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE
1131 The CONTRACTOR shall maintain Business Automobile Liability insurance
coverage throughout the life of this Agreement The insurance shall include
Owned Non-owned amp Hired Motor Vehicle coverage
1132 The CONTRACTOR shall carry other Conunercial General Liability insurance
against all other Bodily Injury Property Damage and Personal and Advertising
Injury exposures The coverage shall include both On- and Off-Premises
Operations Contractual Liability Board Form Property Damage and
Professional Liability
1133 All liability insurance ( other than Professional Liability) shall be written on an
occurrence basis and shall not be written on a claim-made basis If the insurance
Okaloosa County Transfer Contract~Final Page 30 of 52
is issued with an aggregate limit of liability the aggregate limit of liability shall
apply only to the locations included in this Agreement If as the result of any
claims or other reasons the available limits of insurance reduce to less than those
stated in the Limits of Liability the CONTRACTOR shall notify the Authorized
Representative in writing The CONTRACTOR shall purchase additional liability
insurance to maintain the requirements established in this Agreement Umbrella
or Excess Liability insurance can be purchased to meet the Limits of Liability
specified in this Agreement
1134 Commercial General Liability coverage shall be endorsed to include the
following
Premises - Operation Liability
Occurrence Bodily Injmy and Property Damage Liability
Independent CONTRACTORs Liability
Completed Operations and Products Liability
1135 CONTRACTOR shall agree to keep in continuous force Commercial General
Liability coverage including Completed Operations and Products Liability for two
(2) years beyond acceptance ofproject
114 LIMITS OF LIABILITY
The insurance required shall be written for not less than the following or greater if
required by law and shall include Employers liability with limits as prescribed in this
contract
LIMIT
A Workers Compensation
(1) State Statut01y
(2) Employers Liability $1000000 each accident
B Business Automobile amp Commercial $1000000 each occurrence
General Liability Insurance (A combined single limit)
C Personal and Adve1tising Injury $250000
D Pollution Liability $10000000 each occurrence
Okaloosa County Transfer Contract_Final Page 31 of 52
115 NOTICE OF CLAIMS AND LITIGATION
The CONTRACTOR agrees to report any incident or claim that results from performance
of this Agreement The COUNTY representative shall receive written notice in the form
of a detailed written repmi describing the incident or claim within ten ( 10) Days of the
CONTRACTORs knowledge In the event such incident or claim involves injury andor
property damage to a third party verbal notification shall be given the same Day the
CONTRACTOR becomes aware of the incident or claim followed by a written detailed
report within ten (10) Days of verbal notification
116 INDEMNIFICATION AND HOLD HARMLESS
To the fullest extent permitted by law CONTRACTOR shall indemnify and hold
harmless COUNTY its officers and employees from liabilities damages losses and
Costs including but not limited to reasonable attorney fees to the extent caused by the
negligence recklessness or intentional wrongful conduct of the CONTRACTOR and
other persons employed or utilized by the CONTRACTOR in the performance of this
contract
117 CERTIFICATES OF INSURANCE
1171 Certificates of insurance in duplicate indicating the job site and evidencing all
required coverage must be submitted to and approved by Okaloosa County prior
to the commencement of any of the work The certificate holder(s) shall be as
follows
Okaloosa County
602-C No1ih Pearl Street
Crestview Florida 32536
1172 All policies shall expressly require thirty (30) Days written notice to Okaloosa
County at the address set out above or the cancellations of material alterations of
such policies and the Certificates of Insurance shall so provide
Okaloosa County Transfer Contract_Final Page32 of52
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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Lois Jones STATE OF Flori COUNTY OF Ca]oosa
I HlllampIY CIATIFY lhfl on 1hi1 day btfor me an olfictt d11l1 nliltelbld middot in 11M $1amp11 afOffllid ampnd In 1M Cova11 alonuid to Ille UkllllMtiplfntt ptllDIUIU apptAltclJlh If 1111gar poundKee Vice President ~Jleve1opnmtt Ollpiey Inc
FILEtl 1247660 OKALOOSA COUNTYFLORIDA
I
R~D1 MAR 11 1993 8 3144 PM NEWNAN C BRACKIN CLERK
I
I
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middoto
MADAUIOJ1CESUllLY 2U-111l
1Jlll 1arnntg Jnd Mad and txoeuttd th 12th J February A D 19 92 amp
Northgate DeVelomicrorent Canpany Inc
bull -11on unJ tho 1w f Florida ino -1 i o fufnnbull 1350 E John Sims Pkwy Niceville FL 32578 ~naff1r colW tiamp gronlor lo Okaloosa Board of County Cctrmissioners
colioi potoltc ddr u Okaloosa County courthouse OFFICIAL RECORDS Crestview Fl 32536 BK 1732 PG 486
InaIn cglfd tM pontH
~=i-ie1wl=- ~~ f ltlltnHStfh TloJ tho and tn i1on ti o I 1oo deg
Iuaampr --middot _ w-of b _ rii amp J ampIn U alun NMfH Ju oon1 and oonllfll unlo 11 grcsnlN ell thot Nriabl land uuai ln Count Fonde1 uls
LEXAL DESCRIPrIOO CCHoIDvCIN3 at the concrete nonurrent (1980 FAFB) rrarking the NW corner of the NE ( ~f section 8 lbwnship 2 South Range 24 West Okaloosa Co1lllty Florida run S88-2048E along the north boundacy thereof 62500 feet to a concrete mgtrnnEnt numbered 3501 thence S03deg00 1 181w 20006 feet to a concrete rronurrent mmtered 3501 and the POINI OF BEGINNIIlaquo thence continue S03deg00 1 l811W 6602 feet to a concrete mmUOOlt numbered 3501 thence S88deg2048 11E 113000 feet to a ooncrete nonument mmbered 3501 on the weseerly right-of-way line of the Hill Avenue Extension AKA Freedan-Way thence N07deg1545 11E along said right-of-way line 6632 feet to a concrete rromment nurrbered 3501 thence N88deg2048W 113493 feet to the POINT OF BffiINNING Containing 172 acres nore or less SUbject to easanent of record ittls property is to be used as county maintained road
Togtlfatr wfll oU 1k l1Mriuntt lrcll10ffl9ftlt csnd PurffflGICff -- ~ or M - wlte appertlllrdnf
to llaue and hi ltlld i 1=
Pj lb bull -bull1 wllb deg deg tloJ U b raU Nlud o i rd In fbull 1ha1 II _ bull- onJ r(ul _ lo uonJ rl deg U r-6 JI _ fflllhi th ml lo a14 -land anJ wtU drmd th IOIM aolntl 1Jw lcuufuJ datnu of U Pll9INMI whm bull and thol aid encl ll ol all irncwn~NPCa except truces accruing subsequent to December 31 1991
I
MADAIIIS OrPICE SUPPLY -2138113 WAHANff OUO =01-iunON
I
1hls WillTIIIIY Jttd MJ ond 1J lhbull 11th Joybull 0tober A D 1039 b
Northgate Develomicronent company Inci
J IIbull i pi oA carpofGflon bulldlllnQ unJ IA ruw al Florida lutiMti 1111 203 John C Sims Parkway Niceville Florida 32578 Ibullmiddotmiddotmiddotmiddot -~ 1bull1elnoflf cauJ 11 grontor to
1affelnotr eatrlaquol rr glllllfN
1tflbttsStlh Tlw IM bullmiddot o J In eondJlon o If wn o I 1000 J olr valuofI conttdtfoUoru NmlPl whro lf Jarfy aclinowiJaJ b t-bullbull pNtenb do oad NlValn U isbm w111Ue Nto mn1M1 and confmn unlo 1M granfN call IIat ctdn Lind uuue Oi Okaloosa Counl Florida ~Iamp
LFGAL DFSCRIPrION PARCEL B BEGINNING at the concrete monument marking (1980 JilFB) the NW corner of the NE of Section 8 Township 2 South Range 24 West Okaloosa OJunty Florida run S88deg20 14811 E along the north boijndary thereof 62500 feet to a concrete monunent numbered 3501 tBence S03 001 l81W 46000 feet to a concrete monument numbered 3501 thence N88 2048W 62500 feet to a concrete monument num~red 3501 on the west boundary of the aforesaid NE~ of Section 8 thence N03 0018E along said west boindary 46000 feet to the POINT OF BEGINNING Containing 660 acres more or less middot
Togtlhff WlH apparialnlRQ
To llaue and to Bold 1 r ff Bod th gPIWOr h-b oo-- wllfa ald a~ 1Jm U t lcwuil bullefud ol Mid land tn bull
bnp1 IIal II lo good ~hi J lwul owlori1 lo ll J con- 4JJ IonI Ml U _ vll _ n111u 11a ml fo rdd kI iiil w-lU df=rd tL ==-~~ ~e ~ Luof2J c~ of all~ wAaRUatNr
and duat old land t Ne ol cU encwnLroncu FLORIDA DOCUMENTARY STAMP TAX REQUIRED BY LAW IN THE AMOUNT OF IJVe(Sdeg1AS BEEN P bull NEWMAN C BR CKIN CLERK OKAL COU TY B DC
~0~~ ohn wbull MingerL ExecbullVice Pres-middotmiddotmiddot
IPACl ULOW 01 IKO-flgtIH VU
I HERampBY CERTIFY thn on thibull dar bdou me an officer dulr authoriud in 1hc Stilt aforuald and in the County alorruid to ukc ucknowlrd~mn11 pcnonbullllr appnrtd
John w Minger Exec Vice Pres Northgate Developnent Ompany Inc
RCD1 OCT 23 1989 NEWMAN C BRACKIN
FILElt 1058478 OKALOOSA COUNTYFL0R1DA
r Waste Management Inc of Florida
w~o11 poatollH addra U 500 Cypress Creek Road West Suite 300 Fort Lauderdale Florida 33309
I
t
I
l I [ L_) middot
r r
I 251 PM f-
CLERK i
-
EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No Entity Type Incorporation
Waste Management of Wisconsin Inc
Waste Management of Wyoming Inc
Waste Management Partners Inc
Waste Management Recycle Asia LLC
Waste Management Recycling and Disposal Services of California
Waste Management Recycling of New Jersey LLC
Waste Management Security LLC
Waste Management Service Center Inc
Waste Management Inc
Waste Management Inc of Tennessee
Waste Resources of Tennessee Inc
Waste Services of Kentucky LLC
Waste to Energy Holdings Inc
Waste to Energy I LLC
Waste to Energy II LLC
Wastech Inc
WESI Baltimore Inc
WESI Capital Inc
WESI Peekskill Inc
WESI Westchester Inc
Westchester Resco Associates LP
Western One Land Corporation
Western Waste Industries
Western Waste of Texas LLC
Wheelabralor -Ballin1u1e LLC
Wheelabrator Baltimore LP
Wheelabrator Bridgeport LP
Wheelabrator Cedar Creek Inc
Wheelabrator Chambers Inc
Wheelabrator China Holdings Limited
Wheelabrator Claremont Company LP
Wheelabrator Claremont Inc
Wheelabrator Concord Company LP
Wheelabrator Concord Inc
Wheelabrator Connecticut lnc
Wheelabrator Culm Services Inc
Wheelabrator Environmental Systems Inc
Wheelabrator Environmental Technologies Consulting (Shanghai) (
Wheelabrator Falls Inc
Wheelabrator Frackville Energy Company Inc
Wheelabrator Frackville Properties Inc
Wheelabrator Frederick Inc
Wheelabrator Fuel Services Inc
Wheelabrator Gloucester Company LP
Wheelabrator Gloucester Inc
Wheelabrator Guam Jnc
Wheelabrator Hudson Falls LLC
Wheelabrator Lassen Inc
Wheelabrator Lisbon Inc
Wheelabrator McKay Bay Inc
Wheelabrator Millbury Inc
Wheelabrator Netherlands BV
831200 83532 AM
39-0967466
36-3828554
36-3220911
39-1977904
95-2370376
04-3735640
43-1970495
20-4017651
73-1309529
36-2935128
54-0838353
94-3429202
76-0652923
02-0519035
02-0519036
93-0936732
02-0357495
36-3861933
02-0363274
02-0360305
02-0367753
76-0688224
95-1946054
30-0239250
36-4057301
36-4057307
36-4057309
02-0443870
26-3194113
23-50847741
02-0390003
20-4284300
02-0394017
02-0393450
36-3908786
02-0442574
02-0412779
27-2548111
04-3024782
02-0393452
04-3100742
02-0442576
02-0396724
02-0391601
36-3926262
72-1541910
36-3926261
61-1167063
36-3240315
02-0412788
26-4308579
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Partnership
Limited Partnership
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Limited Partnership
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Wisconsin
Delaware
Delaware
Ohio
California
Delaware
Delaware
Delaware
Delaware
Tennessee
Tennessee
Delaware
Delaware
Delaware
Delaware
Nevada
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
California
Delaware
Delaware
Maryland
Delaware
Delaware
Delaware
Hong Kong
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Peoples Rep1
Delaware
Delaware
Delaware
Delaware
Delaware
New Jersey
Delaware
Delaware
Delaware
Delaware
Delaware
Florida
Delaware
Netherlands
Page8
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No EntifyType Incorporation
Wheelabrator New Hampshire Inc
Wheelabrator New Jersey Inc
Wheelabrator NHC Inc
Wheelabrator North Andover Inc
Wheelabrator North Broward Inc
Wheelabrator Norwalk Energy Company Inc
Wheelabrator Penacook Inc
Wheelabrator Pinellas Inc
Wheelabrator Portsmouth Inc
Wheelabrator Putnam Inc
Wheelabrator Ridge Energy Inc
Wheelabrator Saugus Inc
Wheelabrator Shasta Energy Company Inc
Wheelabrator Sherman Energy Company GP
Wheelabrator Sherman Station LLC
Wheelabrator Sherman Station One Inc
Wheelabrator South Broward Inc
Wheelabrator Spokane Inc
Wheelabrator Technologies Inc
Wheelabrator Technologies International Inc
Wheelabrator Westchester LP
White Lake Landfill Inc
Williams Landfill LLC
Willow Oak Landfill LLC
WM Arizona Ope atiur1s LLC
WM Asphalt Products LLC
WM Bagco LLC
WM Conversion Energy LLC
WM Conversion Fund LLC
WM Corporate Services Inc
WM Emergency Employee Support Fund Inc
WM Energy Resources Inc
WM Energy Solutions Inc
WM Green Squad LLC
WM GreenOps LLC
WMGTL Inc
WM GTL LLC
WM Healthcare Solutions Inc
WM Illinois Renewable Energy LLC
WM International Holdings Inc
WM International Services (UK) Limited
WM Lamp Tracker Inc
WM Landfills of Ohio Inc
WM Landfills of Tennessee Inc
WM Leasing of Arizona LLC
WM Leasing of Texas LP
WM LNG Inc
WM Mercury Waste Inc
WM Middle Tennessee Environmental Center LLC
WM Mobile Bay Environmental Center Inc
WM Nevada Renewable Energy LLC
WM of Texas LLC
8312010 83532 AM
02-0390002
02-0391598
02-0393448
36-3062971
04-3030218
02-0395269
02-0393449
36-3110153
27-1446081
36-3908789
36-3820153
13-2740971
02-0395274
02-0390349
76-0743287
02-0390312
02-0410154
02-0416522
22-2678047
36-3965264
02-0367751
38-1889893
61-1342579
20-1457518
32-0112690
27-0675171
26-4626312
26-4040670
27-1445960
27-3308922
11-3758170
27-1184260
76-0695139
26-1694369
26-4194066
26-0294424
26-0294528
20-3483524
45-0512000
76-0607203
NA-0000098
26-2748613
31-1509696
62-1462526
20-4017719
20-4017724
26-2294125
27-2289604
26-1946982
76-0638602
27-1678300
26-0428868
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
General Partnership
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Limited Liability Company
Limited Liability Company
Limited Uabllfty Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Not For Profit Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Limited Partnership
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Limited Liability Company
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Maine
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Michigan
Delaware
Georgia
Uelaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
England
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Page 9
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No Entity Type Incorporation
WM Organic Growth Jnc
WM PA Holdings LLC
WM Pack-Rat of California LLC
WM Pack-Rat of Illinois LLC
WM Pack-Rat of Kentucky LLC
WM Pack-Rat of Maryland LLC
WM Pack-Rat of Massachusetts LLC
WM Pack-Rat of Michigan LLC
WM Pack-Rat of Nevada LLC
WM Pack-Rat of Ohio LLC
WM Pack-Rat of Rhode Island LLC
WM Pack-Rat LLC
WM Partnership Holdings Inc
WM Phoenix Energy Resources LLC
WM Quebec Inc
WM RA Canada Inc
WM Recycle America LLC
WM Recycle Europe LLC
WM Renewable Energy LLC
WM Resource Recovery amp Recycling Center Inc
WM Resources Inc
WM Safety Services LLC
WM Security Seivices Inc
WM Services SA
WM Storage II Inc
WM Storage Inc
WM Texas Pack Rat LLC
WM Trash Monitor Plus LLC
WM WY Energy Resources LLC
WMI Medical Services of Indiana Inc
WMI Mexico Holdings Inc
WMNA Container Recycling LLC
WMRE of Michigan LLC
WMSALSA Inc
WMST Illinois LLC
WTI Air Pollution Control Jnc
WTI Financial LLC
WTI International Holdings Inc
wn Rust Holdings Inc
WTI UK LTD
20-4677155
27-2335935
26-0380883
26-0524082
26-2289448
26-1411856
26-1411946
26-2289484
27-0371504
262289407
26-1855760
26-0285281
36-3974344
27-2340971
NA-0000041
NA-0000172
72-1541911
20-0570245
45-0511978
26-2289538
25-1536159
20-3887188
20-3714754
NA-0000108
27-1525390
26-0285202
26-1442144
26-1436776
27-1184329
35-1724992
36-3912290
04-3735649
27-3334762
20-2580150
94-3423874
36-4110833
20-0584237
36-3908839
02-0351425
98-0336025
Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Liabflily Company
Corporation
Corporation
Limited Liability Company
Corpdration
Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Not For Profit Corporation
Limited Liability Company
Corporation
Limited Liability Comp_any
Corporation
Corporation
Corporation
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Canada
Ontario
Delaware
Delaware
Delaware
Delaware
Pennsylvania
Delaware
Delaware
Argentina
Delaware
Delaware
Delaware
Delaware
Delaware
Indiana
Delaware
Delaware
Delaware
Texas
lllinois
Delaware
Delaware
Delaware
Delaware
United Kingdc
81312010 83532 AM Page 10
----
POWER Federal Insurance Company Attn Surety DepartmentChubb OF Vigilant Insurance Company 15 Mountain View Road Surety AITORNEY Pacific Indemnity Company Warren NJ 07059
CHUBB
Know All by These Presents That FEDERAL INSURANCE COMPANY an Indiana corporation VIGILANT INSURANCE COMPANY a New York cor]Joration and PACIFIC INDEMNITY COMPANY a Wisconsin corporation do each hereby constitute and appoint Joseph Aulbert Marc W Boots Richard Covington Joy Durham Stephanie Gunderson Vickie Lacy Heather Noles P T Osburn and Maria D Zuniga of Housfon Texasmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot-middotmiddotmiddot-middotmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot--middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot
each as their true and lawful Attorneymiddot Inmiddot Fact lo execute under such designation in their names and 1o affix their corporate seals to and deliver for and on their behalf as surety thereon or otherwise bonds and undertakings and other writings obligatoiy in the nature thereof other lhan ball bonds) given or executed in the course of business and any Instruments amending or altering lhe same and consents to the modification or alteration of any instrument referred to in said bonds or obligations
In Wllness Whereof said FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY have each executed and attested these presents and affixed their corporale seals on this 17th day of August 2010
STATE OF NEW JERSEY ss
County of Somerset
On this i 7th day of August 2010 before me a Notary Public of New Jersey personally came Dawn M Chloros to me known to be Assistant Secretary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY the companies which executed the foregoing Power of Attorney and the said Dawn M Chloros being by me duly sworn did depose and say that he is Assistant Secretary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY and knows the corporate seals thereof that the seals affixed to the foregoing Power of Attorney are such corporate seals and were thereto affixed by authority of the By- Laws of said Companies and hat ha signed said Power of Attorney as Assistant Secretary of said Companies by like authority and that he Is acquainted with David B Norris Jr and knows him to be Vice President of said Companies and that the signature of David B Norris Jr subscribed to said Power of Altomey Is ln the genuine handwriting of David B Norris Jr and was thereto subscribed by authority of said By- Laws and In deponents presence
Notarial Seal
KATHERINE J ADElMR NOTARY PUBLIC OF NEW JERSEY
No 2316685 CCIIRmQlon Exp July 16 2014
CERTIFICATION Exlract from the Bymiddot Laws of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY
All powers of attorney for and on behalf of Iha Company may and shall be executed in lhe name and on behalf of the Company either by the Chairman or the President or a Vice President or an Asslslant Vice President jointly with the Secretary or an Assistan1 Secretary under their respective designations The signature of such officers may be engraved printed or lithographed The signature of each of the fotlowing officers Chairman President any Vice President any Assistant Vice Presidenl any Secretary any Assislant Secretary and the seal of the Company may be affixed by facsimile to any power of attorney or to any certificate relating thereto appointing Assistant Secretaries or Attomeys- in- Fact for purposes only of eKeculing and attesting bonds and undertakings and other writings obligatory in the nature thereof and any such power of attorney dr certificate bearing such facsimile signature or lacsimie seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimlle signature and facsimile seal shall be valid and binding upon the Company with respect to any bond or undertaking to which ii is attached
I Dawn M Chloros Assistant Secrelary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY
(the ~companies) do hereby certify Iha
(I) (H)
J31dD0
hJ (lL~ff (1j~W Dawn M Chloros Assistant Secretary
Form 15-10-02258-U (Ed 5-03) CONSENT
TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS 6
ARTICLE 2 CONTRACT PURPOSE AND TERM 12
21 PURPOSE 12
22 EFFECTIVE DATE AND COMMENCEMENT DATE 12
23 TERM 13
ARTICLE 3 COUNTY RESPONSIBILITIES 13
31 DELIVERY OF ACCEPTABLE WASTE 13
32 MANNER OF DELIVERIES 13
33 COOPERATION 13
ARTICLE 4 CONTRACTOR RESPONSIBILITIES 13
41 OWNERSHIP AND TRANSFER OF OWNERSHIP 13
42 CAPITAL IMPROVEMENTS 14
43 PERMITTING AND COMPLIANCE 15
44 ACCEPTANCEOFWASTE 15
45 OPERATING REQUIREMENTS 16
46 HOURS AND DAYS OF OPERATION 17
47 HOLIDAYS 17
48 COUNTY ACCESS 18
49 TRANSPORTATION OF ACCEPTABLE WASTE 18
410 PROCESSING OF RECYCLABLE MATERIALS 18
411 RECORDKEEPING AND REPORTING 18
412 TRANSITION 20
ARTICLE 5 CONTRACTORS COMPENSATION 20
51 BASE RATE 20
52 RATE ADJUSTMENTS 21
53 BILLING AND PAYMENT OF CONTRACTORS FEES 21
Okaloosa County Transfer Contract_ Final Page 2 of 52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS 22
61 ACCEPTABLE WASTE 22
62 SPECIAL WASTE 22
63 CONSTRUCTION AND DEMOLITION DEBRIS 22
64 RECYCLABLE MATERIALS 22
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS 23
71 COUNTY RECYCLABLE MATERIALS 23
72 OTHER RECYCLABLE MATERIALS 25
ARTICLE 8 PERFORMANCE BOND 25
ARTICLE 9 LIQUIDATED DAMAGES 25
ARTICLE 10 DEFAULT AND TERMINATION 27
ARTICLE 11 INSURANCE 28
I II CONTRACTORS INSURANCE 28
112 WORKERS COMPENSATION INSURANCE 30
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE 30
114 LIMITS OF LIABILITY 31
115 NOTICE OF CLAIMS AND LITIGATION 32
116 INDEMNIFICATION AND HOLD HARMLESS 32
117 CERTIFICATES OF INSURANCE 32
118 GENERALTERMS 33
119 UMBRELLA INSURANCE 34
ARTICLE 12 FORCE MAJEURE 34
121 INABILITY TO PERFORM 34
122 EVENTS OF FORCE MAJEURE 35
123 WRITTEN NOTIFICATION 35
Okaloosa County Transfer Contract_Final Page3 of52
ARTICLE 13 TITLE TO WASTE 36
ARTICLE 14 ARBITRATION36
141 ARBITRATION 36
142 INDEPENDENT THIRD PARTY 36
143 AMBIGUITY 37
ARTICLE 15 OTHER TERMS AND CONDITIONS 37
151 WAIVER 37
152 ASSIGNMENT OF AGREEMENT 37
153 SUBCONTRACTORS 37
154 INDEPENDENT CONTRACTOR 38
155 NON-DISCRIMINATION PROVISIONS 38
156 LAW TO GOVERN VENUE JURISDICTION 39
157 ILLEGAL PROVISIONS 39
158 MODIFICATIONS 39
159 PREPARATION OF AGREEMENT 39
1510 REMEDIES CUMULATIVE 39
1511 HEADINGS 40
1512 REPRESENTATIONS OF CONTRACTOR 40
1513 REPRESENTATIONS OF COUNTY 40
1514 REPRESENTATIVES 40
1515 NOTICES 41
1516 ENTIRE AGREEMENT 42
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT 42
EXHIBIT A SPECIAL WAS TE 43
EXHIBIT B REAL PROPERTY WARRANTY DEEDS 46
EXHIBIT C CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO
CONTRACTORS RATE 49
EXHIBIT D SAMPLE AVERAGE MARKET VALUE CALCULATION 50
Okaloosa County Transfer Contract_Final Page4 of52
SOLID WASTE TRANSFER STATION OPERATION AGREEMENT
THIS AGREEMENT is made as of this J)Paay 8~ 2010 by and
between Okaloosa County Florida (the COUNTY) a political subdivision of the State of
Florida and Waste Management Inc ofFlorida (hereinafter refened to as CONTRACTOR) a
corporation duly organized and validly existing under and by virtue of the laws of the State of
Florida and authorized to do business in the State ofFlorida
WITNESSETH
WHEREAS the COUNTY and the CONTRACTOR entered into an agreement dated as of June
2 2000 pursuant to which CONTRACTOR operates transfer stations utilizing state-of-the-rut
techniques and in accordance with the rules and regulations of the Florida Deprutment of
Environmental Protection including but not limited to 62-701801 FAC and all referenced
codes for the purpose of receiving and transporting Solid Waste to a disposal site as provided
therein and
WHEREAS such contract for Solid Waste Transfer Station Operations authorizes the renewal of
said agreement and
WHEREAS the COUNTY and CONTRACTOR desire that CONTRACTOR continue to
operate and manage transfer stations under the te1ms and conditions set fotth in this Agreement
NOW THEREFORE in consideration of the premises contained in this Agreement the patties
hereto intend to be legally bound as follows
Okaloosa County Transfer Contract_Final Page 5 of52
ARTICLE 1 DEFINITIONS
The following words and expressions ( or pronouns used in their stead) shall wherever they
appear in this Agreement be constrned as follows unless a different meaning is clear from the
context Words of the masculine gender shall be deemed and construed to include correlative
words of the feminine and neuter genders Unless the context shall otherwise indicate all words
shall include the plum as well as the singular number and the word person shall include
corporations and associations including public bodies as well as natural persons
Acceptable Waste shall mean Solid Waste including garbage rnbbish refuse residue
incidental amounts of household hazardous waste as permitted by the Florida Department of
Environmental Protection and other discarded solid or semi-solid mate1ials resulting from
domestic commercial industrial recycling resource recovery agricultural and governmental
operations Acceptable Waste also includes Bulk Waste Special Waste (except those defined
under Unacceptable Waste) and Recyclable Materials Acceptable Waste shall not include
regulated Hazardous Waste Medical Waste Biomedical Waste Biological Waste Infectious
Waste and Yard Trash
Agreement shall mean this Agreement including all attachments and amendments thereto
Authorized Representative means the Public Works Director or as othetwise designated in
writing by the Board to represent the COUNTY in the administration and supervision of this
Agreement
Biomedical Waste means any Solid Waste or liquid waste which may present a threat of
infection to humans The term includes but is not limited to non-liquid human tissue and body
parts laboratory and veterinary waste that contain human disease-causing agents used
disposable shaips human blood human blood products body fluids and other materials that in
the opinion of the Department of Health and Rehabilitative Services represent a significant risk
of infection to persons outside the generating facility
Biological Waste means Solid Waste that causes or has the capability of causing disease or
infection and includes but is not limited to Biomedical Waste diseased or dead animals and
other wastes capable of transmitting pathogens to humans or animals
Okaloosa County Transfer Contract_Final Page 6 of52
Board shall mean the Board of County Commissioners of Okaloosa County Florida which is
the governing body of the COUNTY
Bulk Waste shall mean any waste that requires additional management due to its bulk or
weight and shall include Household Furniture treated lumber Electronics bicycles push type
lawn mowers with all oil and gas drained automotive tires and White Goods Bulk Waste does
not include any form of matter or debris resulting from tree removal land clearing land
development or Special Waste as defmed herein
Commencement Date means the first day of the month following the Effective Date of this
Agreement
Commercial Business Establishment means any establishment other than a residential
dwelling apartment complex condominium complex or trailer park and shall be and shall
include but not be limited to all retail professional wholesale and industrial facilities
manufacturing facilities non-profit enterprises governmentalpublic agencies and any other
commercial enterprises offering goods or services to the public
Commercial Waste means any Acceptable Waste generated at a Commercial Business
Establishment
Construction and Demolition Debris means discarded materials generally considered to be
not water-soluble and nonhazardous in nature including but not limited to steel glass brick
concrete asphalt roofing material pipe gypsum wallboard and lumber from the construction or
destruction of a structure as paii of a construction or demolition project or from the renovation of
a structure and including rocks soils tree remains trmiddotees and other vegetative matter that
nmmally results from land clearing or land development operations for a construction project
including such debris from construction of structures at a site remote from the construction or
demolition project site Mixing of Construction and Demolition Debris with other types of Solid
Waste will cause it to be classified as other than Construction and Demolition Debris The term
also includes
(a) Clean cardboard paper plastic wood and metal scraps from a construction project
Okaloosa County Transfer Contract_Final Page7 of52
(b) Except as provided ins 403707(9)(j) Florida Statutes unpainted nontreated wood
scraps from facilities manufacturing materials used for construction of structures or
their components and unpainted nontreated wood pallets provided the wood scraps
and pallets are separated from other Solid Waste where generated and the generator
of such wood scraps or pallets implements reasonable practices of the generating
industry to minimize the commingling of wood scraps or pallets with other Solid
Waste and
(c) De minimus amounts of other nonhazardous wastes that are generated at
construction or destruction projects provided such amounts are consistent with best
management practices of the industry
Contract Year means the time from the Commencement Date through March 31 2012 and
each calendar year thereafter
Costs shall mean the costs of labor materials supplies major rental equipment and tools
other direct costs and allocable indirect costs such as fringe benefits general and administrative
expenses and indirect labor costs
COUNTY shall mean Okaloosa County Florida acting by and tlnmiddotough its Board of County
Commissioners
CPI as used herein shall be the revised Consumer Price Index for All Urban Consumers South
Urban for all items not seasonally adjusted published by the Bureau of Labor Statistics US
Department of Labor 1984-82 = 100 In the event the US Department of Labor Bureau of
Labor Statistics ceases to publish the CPI the parties hereby agree to substitute another equally
authoritative measure of change in the purchasing power of the US dollar as may be then
available
Day shall mean one calendar day when used in this Agreement
Effective Date means the date this Agreement becomes effective when executed by the
parties or when the Board adopts the Ordinance establishing the rates specified herein
whichever later occurs
Okaloosa County Transfer Contract_Final Page 8 of52
Electronics means computers monitors keyboards nnce termmals printers modems
scanners cell phones televisions and copiers and other electronic equipment as directed by the
COUNTY
Franchise Area means the specifically described geographic areas exclusively assigned to a
franchisee for the purpose of residential Solid Waste Yard Trash and Bulk Waste Collection
and if applicable Recyclable Material Collection pursuant to the COUNTYs Residential Solid
Waste and Recycling Collection Franchise Agreement
Fuel Index as used herein shall be the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low
Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) published by the US
Department of Energy Energy Information Administration In the event the US Department of
Energy Energy Information Administration ceases to publish the fuel prices the parties hereby
agree to substitute another equally authoritative measure of change in the purchasing power of
the US dollar as may be then available
Hazardous Waste means Solid Waste or a combination of Solid Wastes (even though it may
be part of delivered load of waste) which because of its quantity concentration or physical
chemical or infectious characteristics may cause or significantly contribute to an increase in
mortality or an increase in serious irreversible or incapacitating reversible illness or may pose a
substantial present or potential hazard to human health or environment when improperly
transported disposed of stored treated or otherwise managed Hazardous Waste shall include
all such waste as defined by the Rules of the Florida Department of Environmental Protection
Chapter 62-730 FAC or 40 Code ofFederal Regulations 261 or both as either or both may be
amended from time to time and to the extent either or both is applicable to the disposal of waste
in Florida Hazardous Waste is not intended to include de minimus amounts of household
hazardous wastes as defined by FAC 62-701100
Household Furniture means all movable compactable articles or apparatus such as chairs
tables sofas mattresses etc for equipping a house
Okaloosa County Transfer Contract_Final Page9 of52
Incorporated Municipalities means those duly Incorporated Municipalities in Okaloosa
County consisting of Cinco Bayou Crestview Destin Fort Walton Beach Laurel Hill Mary
Esther Niceville Shalimar and Valpariso
Independent Third Party means a qualified party mutually acceptable to both the COUNTY
and the CONTRACTOR
Infectious Waste means those wastes which may cause disease or may reasonably be
suspected of harboring pathogenic organisms Included are wastes resulting from the operation
of medical clinics hospitals and other facilities producing wastes which may consist of but are
not limited to diseased human and animal parts contaminated bandages pathological
specimens hypodermic needles contaminated clothing and surgical gloves
Merchant Waste means Acceptable Waste that was collected from locations outside the
COUNTY jurisdictional boundaries Merchant Waste does not include Co=ercial Waste
generated within unincorporated areas of the COUNTY or within Incorporated Municipalities
Recyclable Materials means those materials which are capable of being recycled and which
would otherwise be processed or disposed of as Solid Waste Recyclable Materials shall include
newspapers (including inse1ts ) conugated cardboard mixed paper (including brown paper bags
magazines phonebooks junk mail white and colored paper shredded paper in a bag and
paperboard) aluminum plastic containers and bottles marked with SPI codes 1-7 glass bottles
and jars tin and ferrous cans polycoated containers and other Solid Waste materials added upon
Agreement between the COUNTY and the CONTRACTOR when such materials have been
either dive1ted from the remaining Solid Waste stream or removed prior to their entry into the
remaining Solid Waste stream
Recycling Facility means the facility located adjacent to the Fort Walton Beach Transfer
Station at which Recyclable Materials are delivered for processing andor transport
Required Turn Back Condition means reasonable wear and tear co=ensurate with the time
of use and considering the CONTRACTORs responsibilities for maintenance repair and
replacement
Okaloosa County Transfer Contract_Final Page 10 of52
Solid Waste means garbage rubbish refuse trash clean debris or other similar discarded
material resulting from domestic industrial commercial mining agricultural or governmental
operations It excludes Yard Trash Bulk Waste Recyclable Materials and Special Waste
Special Waste means wastes that can require special handling and management but are not
considered Bulk Waste that are not accepted at a landfill or other disposal facility or that are
accepted at a landfill or other disposal facility at higher rates than are charged for refuse
including but not limited to wastes outlined in Exhibit A
Subcontractor shall mean a person firm or corporation other than employees of
CONTRACTOR who or which contracts with CONTRACTOR to furnish or actually furnishes
labor materials andor equipment for the Facility
Ton means a sh01i ton 2000 pounds (9078 metric tons)
Transfer Stations means the facilities currently located at 630 Martin Luther King Jr Blvd
(Fort Walton Transfer Station) and at the Baker Landfill (Baker Transfer Station) in Okaloosa
County capable of receiving Acceptable Waste for further transfer to a disposal facility for
ultimate disposition
Unacceptable Waste shall mean wastes that are not accepted for Class I disposal These
materials include Infectious Waste and Hazardous Wastes as defined above those wastes
excluded from the definition of Acceptable Wastes and materials exhibiting the following
characteristics
(a) Hazardous placards or markings
(b) Liquids
( c) Powders or dusts
(d) Drums or commercial size containers
( e) Chemical odors
Other unacceptable materials include
(a) Asbestos containing wastes
(b) Ash
Okaloosa County Transfer Contract_Final Page 11 of52
( c) Fluorescent light bulbs
( d) Mercury containing devices
(e) Whole tires
(f) Liquid Wastes
White Goods means discarded washers dryers refrigerators ranges microwave ovens water
heaters freezers small air conditioning units and other similar domestic large appliances
Yard Trash means vegetative matter resulting from landscaping maintenance including
accumulation of lawn grass shrubbery cuttings or clippings and dry leaf rakings palm fronds
small tree branches bushes or shrubs green leaf cuttings fruits or other matter usually created
as refuse in the care of lawns and yards Yard Trash does not include treated wood or any form
of matter or debris resulting from tree removal land clearing land development building
demolition home improvement or waste generated by tree surgeons
ARTICLE 2 CONTRACT PURPOSE AND TERM
21 PURPOSE
The pmpose of this Agreement is to establish the terms and conditions under which
CONTRACTOR shall manage operate and maintain the Transfer Stations
22 EFFECTIVE DATE AND COMMENCEMENT DATE
This Agreement shall become effective when executed by the paities or when the Board
adopts the Ordinance establishing the rates specified herein whichever later occurs The
Commencement Date of service shall be the first Day of the month following the
Effective Date of this Agreement
Okaloosa County Transfer Contract_Final Page 12 of52
23 TERM
The term of this Agreement shall commence on the Effective Date and end on March 31
2016 The term of this Agreement may be renewed for one (1) additional term of five (5)
years commencing at the end of the initial te1m by mutual agreement of the parties
ARTICLE 3 COUNTY RESPONSIBILITIES
31 DELIVERY OF ACCEPTABLE WASTE
The COUNTY or others authorized by the COUNTY shall deliver Acceptable Waste to
the Transfer Stations and Recyclable Materials to the Recycling Facility
32 MANNER OF DELIVERIES
The COUNTY shall grant to CONTRACTOR reasonable authority to deny admission to
the Transfer Stations of any vehicle carrying refuse which may leak spill or allow waste
to be blown or scattered about the Transfer Stations before unloading at the site
33 COOPERATION
COUNTY shall cooperate with CONTRACTOR in CONTRACTORs efforts to obtain
and renew all required permits licenses and approvals shall not appear as an objector in
any proceeding to consider the granting or renewal of such permits licenses or approvals
and shall promptly and reasonably consider any applications by CONTRACTOR
ARTICLE 4 CONTRACTOR RESPONSIBILITIES
41 OWNERSHIP AND TRANSFER OF OWNERSHIP
411 Throughout the full term of this Agreement the CONTRACTOR shall retain
ownership of the Transfer Stations and Recycling Facility At the conclusion of
the full term of the Agreement or in the event of CONTRACTOR default and
Okaloosa County Transfer Contract_Final Page 13 of52
termination by the COUNTY the Baker Transfer Station and all real property at
the Fort Walton Beach Transfer Station and Recycling Facility will be wholly
owned by the COUNTY and CONTRACTOR shall convey in Required Tum
Back Condition good and marketable title to the same to the COUNTY free and
clear of all liens or other encumbrances For the purposes of this Agreement real
property means the Fort Walton Beach Transfer Station and Recycling Facility
property as defined by the warranty deeds in Exhibit B and all physical buildings
and structures thereon including all equipment and fixtures with the exception of
rolling stock
412 In order to establish the Required Turn Back Condition of all real property at the
Transfer Stations and Recycling Facility and the need for repairs or replacements
if any the COUNTY and the CONTRACTOR shall conduct a joint inspection(s)
of the Facilities sites and buildings to include the utilities no later than thirty
(30) Days after the Effective Date of this Agreement The COUNTY and the
CONTRACTOR shall develop a list of any necessary repairs or replacements that
the CONTRACTOR is responsible for paying for andor performing such repairs
or replacements and establish a schedule for completing such work The
condition of the Facilities sites and buildings following completion of such
repairs and replacements shall be the Required Tum Back Condition allowing for
normal wear and tear commensurate with the time of use and considering the
CONTRACTORs responsibilities for maintenance repair and replacement
413 The CONTRACTOR shall maintain and convey at the conclusion of the full term
of this Agreement all real property at the Transfer Stations and Recycling Facility
to the COUNTY in Required Turn Back Condition The COUNTY shall notify
the CONTRACTOR of any deficiencies in the Required Tum Back Condition
and CONTRACTOR shall remedy such deficiencies
42 CAPITAL IMPROVEMENTS
The CONTRACTOR shall be solely responsible for the cost of all capital improvements
to the Transfer Stations and Recycling Facility
Okaloosa County Transfer Contract_Final Page 14 of 52
43 PERMITTING AND COMPLIANCE
The CONTRACTOR shall be responsible for obtaining and maintaining permits
approvals and licenses as are requrred for the operation of the Transfer Stations and
Recycling Facility CONTRACTOR shall operate the facilities in compliance with all
requirements of Federal State and local laws rules ordinances and regulations
applicable to the management of such facilities and as contained in the permits issued
relative to the facilities CONTRACTOR and the COUNTY agree to cooperate fully with
one another within reason in all efforts undertaken pursuant to this paragraph The
CONTRACTOR shall be responsible at its sole cost for the payment of all fines
penalties and citations that the CONTRACTOR may incur
44 ACCEPTANCE OF WASTE
In accordance with applicable operational protocol established by the CONTRACTOR
and with the approval of the COUNTY CONTRACTOR shall provide operate and
maintain facilities for the receipt of Acceptable Waste brought to the Transfer Stations
441 Acceptable Waste The CONTRACTOR shall process Acceptable Waste received
at the Transfer Stations in accordance with applicable Federal State and local
regulations and in a manner which would not be likely to pose a threat to public
health and safety
442 Special Waste CONTRACTOR shall implement a program to identify and
manage Special Waste Any testing or additional charges for the receipt handling
and disposal of Special Waste shall be as agreed between the CONTRACTOR
and the generator or transpmier of the Special Waste
443 Unacceptable Waste The CONTRACTOR shall exercise its best efforts to avoid
the acceptance of Unacceptable Waste at the Transfer Stations The
CONTRACTOR shall process Unacceptable Waste received at the Transfer
Stations in accordance with applicable Federal State and local laws rules
ordinances and regulations and in a manner which would not be likely to pose a
threat to public health and safety The CONTRACTOR shall indemnify the
Okaloosa County Transfer Contract_Final Page 15 of 52
COUNTY for any liability claim or damages imposed as a consequence of
CONTRACTORs failure to process such material in accordance with applicable
Federal State or local regulations Any testing required or additional charges
imposed for the receipt handling and disposal of Special Waste shall be as agreed
between the CONTRACTOR and the generator or transporter of the Unacceptable
Waste
45 OPERATING REQUIREMENTS
451 The CONTRACTOR will provide at CONTRACTORs expense all the utilities
used in operating the Transfer Stations and Recycling Facility At the Baker
Transfer Station the CONTRACTOR shall pre-treat leachate to a pH between 60
and 85 The COUNTY shall transport the treated leachate for further treatment
and disposal
452 The CONTRACTOR shall be responsible for the maintenance and repair of all
real property at the Transfer Stations and Recycling Facility in accordance with
industry and operational standards It shall also be the CONTRACTORs
responsibility to replace all or part of the property fixtures machinery
improvements and equipment as required to maintain the operation and
performance of the Transfer Stations and Recycling Facility including facility
expansion necessary to accommodate increased throughput The CONTRACTOR
shall maintain and or replace as appropriate all rolling stock utilized by the
CONTRACTOR in performance of this Agreement
453 The CONTRACTOR shall specifically establish a procedure for monitoring the
wear on the waste receiving floors and shall establish a repair procedure before
the wear has progressed to the point that further wear could jeopardize the
renewal of the floor surface or involve replacement of the steel reinforcement in
the floor The floor shall be resurfaced by the CONTRACTOR at least once
during the te1m ofthis Agreement
Okaloosa County Transfer Contract_Final Page 16 of 52
454 The CONTRACTOR shall remove Solid Waste from the transfer station tipping
floors in accordance with its operating permits
455 The CONTRACTOR shall operate the facilities to allow for a turnaround time of
not greater than twenty (20) minutes for vehicles delivering waste or Recyclable
Materials
456 The Transfer Stations and Recycling Facility will be maintained in a neat clean
and attractive manner consistent with its function and present a positive public
appearance
457 The CONTRACTOR shall control litter at the Transfer Stations and Recycling
Facility sites Adequate litter control is defined as minimizing litter leaving the
site and the collection of off-site and on-site litter at the end of eve1y business
day
458 The CONTRACTOR shall separate tires White Goods and Electronics delivered
to the Transfer Stations from other waste and place them in separate containers as
provided by the COUNTY
46 HOURS AND DAYS OF OPERATION
The Transfer Stations and Recycling Facility will be open to the public from 600 am
until 500 pm Monday through Friday and 600 am until 1200 noon Saturday The
COUNTY reserves the right to alter the operating hours of the facilities The
FRANCillSEE and COUNTY agree to negotiate a reasonable rate adjustment if such
change in operating hours affects operating costs
47 HOLIDAYS
The CONTRACTOR will close the Transfer Stations and Recycling Facility on the
following holidays New Years Day Thanksgiving and Clumiddotistmas
Okaloosa County Transfer Contract_Final Page 17 of 52
48 COUNTY ACCESS
The CONTRACTOR shall afford reasonable access at any reasonable time to the
Transfer Stations and Recycling Facility by the COUNTY its authorized agents or public
authorities having regulatory jurisdiction over the facilities Such visits shall be
conducted in a manner so as to cause minimum interference with the performance of
CONTRACTOR s responsibilities hereunder All persons conducting such visits shall
provide appropriate identification and shall comply with CONTRACTORs established
safety rules and regulations
49 TRANSPORTATION OF ACCEPTABLE WASTE
The CONTRACTOR shall be responsible for all transportation of Acceptable Waste
except White Goods and tires once it has been accepted for disposal at the Transfer
Stations The CONTRACTOR shall transport Electronics to the COUNTY facility
designated by Authorized Representative The CONTRACTOR may transpmt
Constmction and Demolition Debris to a permitted facility of its choosing The
CONTRACTOR shall transpmt all other Acceptable Waste to the Spring Hill Regional
Landfill and shall have the duty to ensure that the transportation will be performed in
accordance with applicable regulations and will be prompt safe and efficient Upon
approval by the Authorized Representative the CONTRACTOR may transpmt
Acceptable Waste to a different permitted facility If such facility is closer to Okaloosa
County than the Spring Hill Regional Landfill the CONTRACTOR and COUNTY shall
negotiate a co=ensurate rate adjustment
410 PROCESSING OF RECYCLABLE MATERIALS
The CONTRACTOR shall be responsible for all transportation and processmg of
Recyclable Materials accepted at the Recycling Facility
411 RECORDKEEPING AND REPORTING
4111 The CONTRACTOR records required herein shall be maintained in electronic
database format utilizing Microsoft software or in a format approved by the
Okaloosa County Transfer Contract_Final Page 18 of 52
Authorized Representative The databases shall be readily available for inspection
by the COUNTY at any time during normal operating hours and information in
the records shall be shared with the COUNTY upon request
4112 The CONTRACTOR shall weigh and record all inbound and outbound vehicles
carrying materials including transfer trucks at the Fort Walton Beach Transfer
Station and Recycling Facility Each vehicle delivering waste or Recyclable
Materials shall be properly identified and authorized in a manner satisfactory to
the COUNTY and CONTRACTOR Weights of all waste and Recyclable
Materials shall be recorded in the COUNTYs WasteWorks system
4113 The weight of Acceptable Waste and Recyclable Materials shall be determined
using the weigh scales at the facility The CONTRACTOR shall at regular
intervals test the accuracy of the weigh scales such testing shall occur at least
once every ninety (90) Days The test records for the term of this Agreement shall
be kept on file in the scale house at the facility
4114 The CONTRACTOR shall maintain the original weight records that identify the
vehicles the time of weighing( s) and the tare weights of the vehicles for a period
of five (5) years after which CONTRACTOR may dispose of such records The
CONTRACTORs records so developed will be used as a basis for calculating
quantities of waste and Recyclable Materials and shall be subject to review
including spot checking by the COUNTY at its discretion on site or made
available to the COUNTY at such times as it may reasonably request Required
records in this category include but are not limited to itemized statements of the
amount of Acceptable Waste delivered to the Transfer Stations as further defmed
in Article 4
4115 The COUNTY shall be entitled to have its designated representatives at the
Transfer Stations and Recycling Facility at all times and CONTRACTOR shall
designate a suitable site for an office if required by COUNTY The COUNTY
shall further have the right to station its employees at all weigh scales to verify the
Okaloosa County Transfer Contract_Final Page 19 of52
correctness of the weight records and the CONTRACTOR shall provide
reasonable space for said employees
4116 The CONTRACTOR shall provide the Authorized Representative with its internal
tonnage report which shall include all waste delivered to the Transfer Stations
and all Recyclable Materials delivered to the Recycling Facility Tonnage shall
be broken down by material type and source of generationdelivery with all waste
and Recyclable Materials collected within the COUNTYs Franchise Area clearly
noted For Recyclable Materials collected within the COUNTYs Franchise Area
the CONTRACTOR shall provide an estimate of the breakdown of such material
by commodity Such report shall be submitted in electronic format within seven
(7) Days after the end of each month
412 TRANSITION
4121 The CONTRACTOR shall cooperate with the COUNTY or its designated
contractor during any transition period at the end of this Agreement Such
cooperation includes but is not limited to allowing site visits of the facilities by
the COUNTY or its contractor with advance notice and ensuring all facilities are
in Required Tum Back Condition pursuant to Paragraph 41
4122 The CONTRACTOR shall transfer all active facility permits for the Transfer
Stations and Recycling Facility to the COUNTY or its designated contractor as
requested by the COUNTY in a timely manner so as to avoid any disruption of
service
ARTICLES CONTRACTORS COMPENSATION
51 BASE RATE
The combined total rate for Acceptable Waste handling transportation and disposal paid
to the CONTRACTOR by the COUNTY shall be $3677 per Ton ofrep011ed and verified
waste receipts with the exception of Recyclable Materials Special Waste or
Okaloosa County Transfer Contract_Final Page20 of52
Construction and Demolition Debris managed at the facilities This rate shall take effect
on the Commencement Date of this Agreement and shall continue without adjustment
through September 30 2011
52 RATE ADJUSTMENTS
On October I 2011 and October 1 of each subsequent Contract Year of this Agreement
the CONTRACTORs base rate as provided in Paragraph 51 shall be adjusted
accmding to the following methodology as further explained in Exhibit C seventy
percent (70) of the rate shall be adjusted based on seventy-five percent (75) of the
percentage change in the CPI for the twelve (12) months ending on the preceding June
30ili and thirty percent (30) of the rate shall be adjusted based on the percent change in
the US Department of Energy Fuel Index for the previous twelve (12) months ending on
the preceding June 30ili The total rate adjustment each year may not exceed two percent
(2) of the previous years rates
53 BILLING AND PAYMENT OF CONTRACTORS FEES
531 CONTRACTOR shall keep records of all Acceptable Waste received at the
Transfer Stations as described herein
532 CONTRACTOR shall invoice the COUNTY monthly for the handling
transportation and disposal fees as set forth herein for Acceptable Waste
received at the Transfer Stations This invoice must include detailed information
regarding waste receipts including Solid Waste Bulk Waste Special Waste
Recyclable Material Unacceptable Waste and Merchant Waste in a format
approved by the Authorized Representative Only waste receipts reported using
this format and verified by the COUNTY will be paid COUNTY shall pay such
invoices within thirty (30) Days from the date of invoice or request additional
info1mation if adequate information is not provided
Okaloosa County Transfer Contract_Final Page 21 of52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS
COUNTY shall be responsible for the setting and collection of charges associated with all waste
receipts except as provided herein
61 ACCEPTABLE WASTE
The rates charged for Acceptable Waste will be as established by COUNTY Ordinance
No 00-08 and any amendments thereto If a waste load is too small to be accurately
weighed by the Transfer Stations weigh scales a flat rate shall be charged to the
customer per vehicle as established by COUNTY Ordinance No 00-08 and any
amendments thereto
62 SPECIAL WASTE
CONTRACTOR shall be responsible for setting rates associated with Special Waste
63 CONSTRUCTION AND DEMOLITION DEBRIS
CONTRACTOR shall use its best efforts to deliver a mmnnum of 1000 Tons of
Construction and Demolition Debris (CampD) per month to the Transfer Stations
collectively The COUNTY shall charge the CONTRACTOR a Ten Dollar ($1000) per
Ton host fee for all CampD material delivered to the Transfer Stations This CampD material
shall not be subject to any additional charges or Costs including tipping fees by the
COUNTY to the CONTRACTOR
64 RECYCLABLE MATERIALS
Recyclable Materials delivered by or on behalf of the COUNTY Incorporated
Municipalities or by private citizens directly or collected by the CONTRACTOR from
Commercial Business Establishments in the COUNTY will be accepted at no charge
The CONTRACTOR may negotiate Recyclable Materials processing fees with other
entities delivering such materials to the Recycling Facility
Okaloosa County Transfer Contract_ Final Page22 of52
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS
71 COUNTY RECYCLABLE MATERIALS
The CONTRACTOR shall pay the COUNTY revenue for each Ton of Recyclable
Materials delivered by or on behalf of the COUNTY to the Recycling Facility as follows
711 Each month the CONTRACTOR shall calculate the Average Market Value
(AMV) of Recyclable Materials defined as the sum of commodity prices (US
Dollar per Ton) posted on the first week of the month for the Southeast USA in
SecondaryMaterialsPricingcom and SecondaryFiberPricingcom multiplied by
the composition of the Recyclable Materials as defmed in Table 1 Exhibit D
provides an example ofthis calculation
Table 1
Composition ofRecyclable Materials and Market Indexes for Determining AMV
lVIaterial Index Description Percentale Newspaper (ONP) PSI 8 Baled FOB sellers dock 5260 Corrugated Cardboard (OCC) PSI 11 Baled FOB sellers dock 1130 Mixed Paper PSI 1 Baled FOB sellers dock 460 Aseptic Containers NIA 000 Aluminum Cans Aluminum Cans Sorted and Baled Delivered 170 Steel Cans Steel Cans Sorted and Baled Delivered 230 PET PET Baled Picked Up 460 HDPE (Natural) Natural HDPE Baled Picked Uo 090 HDPE (Colored) Colored HDPE Baled Picked Up 180 Clear Glass Flint Delivered 830 Green Glass Green Delivered 450 Brown Glass Amber Delivered 490 Contamination NIA 250
712 Each month the CONTRACTOR shall pay revenue to the COUNTY based on
the AMV equal to the total Tons of Recyclable Materials delivered by or on
behalf of the COUNTY multiplied by the revenue payment in Table 2 The
revenue payment in Column A will be in effect through March 31 2013 and that
in Column B will be in effect after that date If a Mate1ials Recovery Facility
Okaloosa County Transfer Contract_Final Page23 of52
(MRF) is developed by the CONTRACTOR within a 200 mile radius of the
COUNTY prior to March 31 2013 the revenue payment in Column B will go
into effect when such MRF becomes operational
Table 2
Per Ton Revenue Payment to COUNTY Based on AMV
Avera2e Market Value COLUMN A COLUMNB
Low Hi2h
Revenue Payment to COUNTY ($Ton)
until March 31 2013
Revenue Payment to COUNTY($Ton)
after March 31 2013 lt$8001 $9000 $2000 $2000
$9001 $10000 $2000 $2500
$10001 $11000 $2000 $3000 $11001 $12000 $2000 $3500
$12001 $13000 $2500 $4000
$13001 $14000 $3000 $4500 $14001 $15000 $3500 $5000 $15001 $16000 $4000 $5500 $16001 $17000 $4500 $6000
$17001 $18000 $5000 $6500 $18001 $19000 $5500 $7000 $19001 $20000 $6000 $7500
$20001 $21000 $6500 $8000 $21001 $22000 $7000 $8500
$22001 gt$23000 $7500 $9000
713 No later than the fifteenth (15th) Day of each month the CONTRACTOR shall
submit a Monthly Payment Report in a format approved by the Authorized
Representative for the previous calendar month detailing the calculation of each
revenue payment and the total revenue payment due to the COUNTY Said
revenue payment shall be remitted to the COUNTY within thirty (30) Days from
the end of the month for which the payment is being made
714 The CONTRACTOR may request a study to measure the composition of
Recyclable Materials utilized to calculate the AMV pursuant to Paragraph 7 1
Okaloosa County Transfer Contract_Final Page 24 of52
Table I of this Agreement such request being subject to approval by the
COUNTY If approved by the COUNTY the CONTRACTOR and COUNTY
shall jointly develop a methodology and cost estimate to conduct the composition
study The final methodology and selection of the Independent Third Party to
conduct the study must be approved by the Authorized Representative The
parties shall share equally in paying for the cost of the study Study results are
subject to final approval by the Authorized Representative Once approved
adjustments to the composition of Recyclable Materials shall become effective for
the following month and remainder of the term of the Agreement or until further
adjusted in accordance with this article
72 OTHER RECYCLABLE MATERIALS
The CONTRACTOR will remit $20 per Ton of Recyclable Material received at the
Recycling Facility that is not subject to Paragraph 71 with the exception of Recyclable
Materials not generated in Okaloosa County
ARTICLE 8 PERFORMANCE BOND
The CONTRACTOR shall furnish to the COUNTY a performance bond issued by a surety
licensed to do business in the State of Florida for the faithful performance of the Agreement and
all obligations arising hereunder The performance bond shall be made payable in favor of
Okaloosa County Florida or in lieu thereof pay to the COUNTY the sum of $200000000 A
complete bond shall be issued at least thirty (30) Days prior to the Commencement Date of this
Agreement
ARTICLE 9 LIQUIDATED DAMAGES
If the CONTRACTOR does not substantially fulfill its obligations under this Agreement the
COUNTY shall provide written notice to the CONTRACTOR of specific areas of deficiency
Examples of such deficiencies include but are not limited to the following
Okaloosa County Transfer Contract_Final Page 25 of 52
(a) Violation of environmental laws
(b) Inadequate litter control at the Transfer Stations andor the Recycling Facility Adequate
litter control is defined as minimizing litter leaving the site and the collection of off-site
and on-site litter at the end of every business day
(c) Failure to remove Solid Waste from the transfer station tipping floor in accordance with
FRANCHISEEs operating permits
(d) Other conditions created by the CONTRACTOR that could impact public health and
safety and
(e) Poor maintenance of the Transfer Stations and Recycling Facility and equipment
resulting in a poor public image of the facilities
The CONTRACTOR shall initiate reasonable steps to correct these deficiencies within seventyshy
two (72) hours of written notice If the CONTRACTOR does not initiate reasonable steps within
seventy-two (72) hours the COUNTY may at its discretion impose liquidated damages of $500
per Day until deficiencies are satisfactorily con-ected as determined by the COUNTY If the
CONTRACTOR has not con-ected these deficiencies within thirty (30) Days of receipt of written
notice the CONTRACTOR will be considered in default of the Agreement and the COUNTY
may terminate this Agreement and recover damages in the full amount of the performance bond
The COUNTY may assess liquidated damages pursuant to this Aliicle on a monthly basis and
shall at the end of each month notify the CONTRACTOR in writing of the liquidated damages
assessed and the basis for each assessment In the event the CONTRACTOR wishes to contest
such assessment(s) the CONTRACTOR shall within five (5) Days after receiving such notice
request in writing an opportunity to be heaimiddotd by the Board and present its defense to such
assessment(s)
The COUNTYs Authorized Representative shall notify the CONTRACTOR in writing of any
action taken with respect to CONTRACTORs claims and the decision of the Board will be final
Okaloosa County Transfer Contract_Final Page 26 of 52
ARTICLE 10 DEFAULT AND TERMINATION
The COUNTY may terminate this Agreement except as otherwise provided below in this
paragraph by giving CONTRACTOR fifteen (15) Days advance written notice upon the
happening of any one of the following events
(a) The CONTRACTOR fails to remedy deficiencies as noted in Article 9 within
thirty (30) Days of receipt ofwritten notice by the COUNTY
(b) The CONTRACTOR takes the benefit of any present or future insolvency statute
or shall make a general assigmnent for the benefit of creditors or file a voluntary
petition in bankruptcy or a petition or answer seeking readjustment of its
indebtedness under the Federal United States or any state thereof or consent to
the appointment or a receiver trustee or liquidator of all or substantially all of its
property or
(c) By order or decree of a court the CONTRACTOR shall be adjudged bankrupt or
an order shall be made approving a petition filed by any of its creditors or by any
of the Stockholders of the CONTRACTOR seeking its reorganization or the
readjustment of its indebtedness under federal bankrnptcy laws or under any law
of statute of the United States or of any state thereof provided that if any such
judgment is stayed or vacated within sixty ( 60) Days after the entry thereof any
notice of cancellation shall be and become null void and of no effect or
(d) By or pursuant to or under authority of any legislative act resolution or rule or
any order or decree of any cornt or government board agency or office having
jurisdiction a receiver trustee or liquidator shall take possession or control of all
or substantially all of the property of the CONTRACTOR and such possession of
control shall continue in effect for a period of sixty ( 60) Days or
(e) The CONTRACTOR shall voluntarily abandon desert or discontinue its
operation hereunder granted
Okaloosa County Transfer Contract_Final Page 27 of52
Then such shall be considered a material breach of this Agreement and the Authorized
Representative shall notify the CONTRACTOR in writing of the breach If within a period of
fifteen (15) Days the CONTRACTOR has not eliminated the conditions considered to be a
breach of contract or having so co=enced shall fail thereafter to continue with diligence the
cming thereof the Authorized Representative shall notify the Board
After these fifteen (15) Days the COUNTY can cause the CONTRACTOR to be obligated to pay
the COUNTY the amount specified in the bond and has the authority to terminate this
Agreement
ARTICLE 11 INSURANCE
111 CONTRACTORS INSURANCE
1111 The CONTRACTOR shall not co=ence any work in connection with this
Agreement until he has obtained all required insurance and such insurance has
been approved by the Okaloosa County Risk Management Director
1112 All insurance policies shall be with insurers licensed to do business in the State of
Florida and any insuring company is required to have a rnininimn rating of A
Class X in the Best Key Rating Guide published A M Best amp Co Inc
1113 All insurance shall include the interest of all entities names in and its respective
agents consultants servants and employees of each and all other interests as may
be reasonably required by Okaloosa County as Additional Insured The coverage
afforded the Additional Insured under this policy shall be primary insurance If
the Additional Insured have other insurance that is applicable to the loss such
other insurance shall be on an excess or contingent basis The amount of the
companys liability under this policy shall not be reduced by the existence of such
other insurance
Okaloosa County Transfer Contract_Final Page 28 of 52
1114 The County of Okaloosa shall be listed as Additional Insured by policy
endorsement on all insurance contracts applicable to this Agreement except
Workers Compensation and Professional Liability
1115 The County of Okaloosa shall be furnished proof of coverage by certificates of
insurance (COI) and endorsements for every applicable insurance contract
required by this Agreement The COI s and policy endorsements must be
delivered to the Autho1ized Representative not less than ten (10) Days prior to the
commencement of any and all contractual agreements between the County of
Okaloosa and the CONTRACTOR
1116 The COUNTY shall retain the right to reject all insurance contracts that do not
meet the requirement of this Agreement Further the COUNTY reserves the right
to change these insurance requirements with 60-Day notice to the
CONTRACTOR
1117 The insurance definition of Insured or Additional Insured shall include
Subcontractors Sub-subcontractors and any associated or subsidiary companies
of the CONTRACTOR which are involved and which is a part of the contract
1118 The COUNTY reserves the right at any time to require the CONTRACTOR to
provide certified copies of any insurance policies to document the insurance
coverage specified in this Agreement
1119 The designation of CONTRACTOR shall include any associated or subsidiary
company which is involved and is a part of the contract and such if any
associated or subsidiary company involved in the project must be named in the
Workers Compensation coverage
111IOAll policies shall be written so that the COUNTY will be notified of cancellation
or restrictive amendments at least thirty (30) Days prior to the effective date of
such cancellation or amendment Such notice shall be given directly to the
Authorized Representative
Okaloosa County Transfer Contract_Final Page 29 of 52
112 WORKERS COMPENSATION INSURANCE
1121 The CONTRACTOR shall secure and maintain during the life of this agreement
Workers Compensation insurance for all of his employees employed for the
project or any site connected with the work including supervision administration
or management of this project and in case any work is sublet with the approval
of the County of Okaloosa the CONTRACTOR shall require the Subcontractor
similarly to provide Workers Compensation insurance for all employees
employed at the site of the project and such evidence of insurance shall be
furnished the County of Okaloosa not less than ten (10) Days prior to the
conunencement of any and all subcontractual agreements which have been
approved by the County of Okaloosa
1122 Such insurance shall comply with the Florida Workers Compensation Law
1123 No class of employee including the CONTRACTOR himself shall be excluded
from the Workers Compensation insurance coverage The Workers
Compensation insurance shall also include Employers Liability coverage
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE
1131 The CONTRACTOR shall maintain Business Automobile Liability insurance
coverage throughout the life of this Agreement The insurance shall include
Owned Non-owned amp Hired Motor Vehicle coverage
1132 The CONTRACTOR shall carry other Conunercial General Liability insurance
against all other Bodily Injury Property Damage and Personal and Advertising
Injury exposures The coverage shall include both On- and Off-Premises
Operations Contractual Liability Board Form Property Damage and
Professional Liability
1133 All liability insurance ( other than Professional Liability) shall be written on an
occurrence basis and shall not be written on a claim-made basis If the insurance
Okaloosa County Transfer Contract~Final Page 30 of 52
is issued with an aggregate limit of liability the aggregate limit of liability shall
apply only to the locations included in this Agreement If as the result of any
claims or other reasons the available limits of insurance reduce to less than those
stated in the Limits of Liability the CONTRACTOR shall notify the Authorized
Representative in writing The CONTRACTOR shall purchase additional liability
insurance to maintain the requirements established in this Agreement Umbrella
or Excess Liability insurance can be purchased to meet the Limits of Liability
specified in this Agreement
1134 Commercial General Liability coverage shall be endorsed to include the
following
Premises - Operation Liability
Occurrence Bodily Injmy and Property Damage Liability
Independent CONTRACTORs Liability
Completed Operations and Products Liability
1135 CONTRACTOR shall agree to keep in continuous force Commercial General
Liability coverage including Completed Operations and Products Liability for two
(2) years beyond acceptance ofproject
114 LIMITS OF LIABILITY
The insurance required shall be written for not less than the following or greater if
required by law and shall include Employers liability with limits as prescribed in this
contract
LIMIT
A Workers Compensation
(1) State Statut01y
(2) Employers Liability $1000000 each accident
B Business Automobile amp Commercial $1000000 each occurrence
General Liability Insurance (A combined single limit)
C Personal and Adve1tising Injury $250000
D Pollution Liability $10000000 each occurrence
Okaloosa County Transfer Contract_Final Page 31 of 52
115 NOTICE OF CLAIMS AND LITIGATION
The CONTRACTOR agrees to report any incident or claim that results from performance
of this Agreement The COUNTY representative shall receive written notice in the form
of a detailed written repmi describing the incident or claim within ten ( 10) Days of the
CONTRACTORs knowledge In the event such incident or claim involves injury andor
property damage to a third party verbal notification shall be given the same Day the
CONTRACTOR becomes aware of the incident or claim followed by a written detailed
report within ten (10) Days of verbal notification
116 INDEMNIFICATION AND HOLD HARMLESS
To the fullest extent permitted by law CONTRACTOR shall indemnify and hold
harmless COUNTY its officers and employees from liabilities damages losses and
Costs including but not limited to reasonable attorney fees to the extent caused by the
negligence recklessness or intentional wrongful conduct of the CONTRACTOR and
other persons employed or utilized by the CONTRACTOR in the performance of this
contract
117 CERTIFICATES OF INSURANCE
1171 Certificates of insurance in duplicate indicating the job site and evidencing all
required coverage must be submitted to and approved by Okaloosa County prior
to the commencement of any of the work The certificate holder(s) shall be as
follows
Okaloosa County
602-C No1ih Pearl Street
Crestview Florida 32536
1172 All policies shall expressly require thirty (30) Days written notice to Okaloosa
County at the address set out above or the cancellations of material alterations of
such policies and the Certificates of Insurance shall so provide
Okaloosa County Transfer Contract_Final Page32 of52
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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John W Minger 1350 E John Sims Pkwy Niceville FIorida 32578
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Lois Jones STATE OF Flori COUNTY OF Ca]oosa
I HlllampIY CIATIFY lhfl on 1hi1 day btfor me an olfictt d11l1 nliltelbld middot in 11M $1amp11 afOffllid ampnd In 1M Cova11 alonuid to Ille UkllllMtiplfntt ptllDIUIU apptAltclJlh If 1111gar poundKee Vice President ~Jleve1opnmtt Ollpiey Inc
FILEtl 1247660 OKALOOSA COUNTYFLORIDA
I
R~D1 MAR 11 1993 8 3144 PM NEWNAN C BRACKIN CLERK
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Northgate DeVelomicrorent Canpany Inc
bull -11on unJ tho 1w f Florida ino -1 i o fufnnbull 1350 E John Sims Pkwy Niceville FL 32578 ~naff1r colW tiamp gronlor lo Okaloosa Board of County Cctrmissioners
colioi potoltc ddr u Okaloosa County courthouse OFFICIAL RECORDS Crestview Fl 32536 BK 1732 PG 486
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LEXAL DESCRIPrIOO CCHoIDvCIN3 at the concrete nonurrent (1980 FAFB) rrarking the NW corner of the NE ( ~f section 8 lbwnship 2 South Range 24 West Okaloosa Co1lllty Florida run S88-2048E along the north boundacy thereof 62500 feet to a concrete mgtrnnEnt numbered 3501 thence S03deg00 1 181w 20006 feet to a concrete rronurrent mmtered 3501 and the POINI OF BEGINNIIlaquo thence continue S03deg00 1 l811W 6602 feet to a concrete mmUOOlt numbered 3501 thence S88deg2048 11E 113000 feet to a ooncrete nonument mmbered 3501 on the weseerly right-of-way line of the Hill Avenue Extension AKA Freedan-Way thence N07deg1545 11E along said right-of-way line 6632 feet to a concrete rromment nurrbered 3501 thence N88deg2048W 113493 feet to the POINT OF BffiINNING Containing 172 acres nore or less SUbject to easanent of record ittls property is to be used as county maintained road
Togtlfatr wfll oU 1k l1Mriuntt lrcll10ffl9ftlt csnd PurffflGICff -- ~ or M - wlte appertlllrdnf
to llaue and hi ltlld i 1=
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Northgate Develomicronent company Inci
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1affelnotr eatrlaquol rr glllllfN
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LFGAL DFSCRIPrION PARCEL B BEGINNING at the concrete monument marking (1980 JilFB) the NW corner of the NE of Section 8 Township 2 South Range 24 West Okaloosa OJunty Florida run S88deg20 14811 E along the north boijndary thereof 62500 feet to a concrete monunent numbered 3501 tBence S03 001 l81W 46000 feet to a concrete monument numbered 3501 thence N88 2048W 62500 feet to a concrete monument num~red 3501 on the west boundary of the aforesaid NE~ of Section 8 thence N03 0018E along said west boindary 46000 feet to the POINT OF BEGINNING Containing 660 acres more or less middot
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To llaue and to Bold 1 r ff Bod th gPIWOr h-b oo-- wllfa ald a~ 1Jm U t lcwuil bullefud ol Mid land tn bull
bnp1 IIal II lo good ~hi J lwul owlori1 lo ll J con- 4JJ IonI Ml U _ vll _ n111u 11a ml fo rdd kI iiil w-lU df=rd tL ==-~~ ~e ~ Luof2J c~ of all~ wAaRUatNr
and duat old land t Ne ol cU encwnLroncu FLORIDA DOCUMENTARY STAMP TAX REQUIRED BY LAW IN THE AMOUNT OF IJVe(Sdeg1AS BEEN P bull NEWMAN C BR CKIN CLERK OKAL COU TY B DC
~0~~ ohn wbull MingerL ExecbullVice Pres-middotmiddotmiddot
IPACl ULOW 01 IKO-flgtIH VU
I HERampBY CERTIFY thn on thibull dar bdou me an officer dulr authoriud in 1hc Stilt aforuald and in the County alorruid to ukc ucknowlrd~mn11 pcnonbullllr appnrtd
John w Minger Exec Vice Pres Northgate Developnent Ompany Inc
RCD1 OCT 23 1989 NEWMAN C BRACKIN
FILElt 1058478 OKALOOSA COUNTYFL0R1DA
r Waste Management Inc of Florida
w~o11 poatollH addra U 500 Cypress Creek Road West Suite 300 Fort Lauderdale Florida 33309
I
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CLERK i
-
EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No EntifyType Incorporation
Wheelabrator New Hampshire Inc
Wheelabrator New Jersey Inc
Wheelabrator NHC Inc
Wheelabrator North Andover Inc
Wheelabrator North Broward Inc
Wheelabrator Norwalk Energy Company Inc
Wheelabrator Penacook Inc
Wheelabrator Pinellas Inc
Wheelabrator Portsmouth Inc
Wheelabrator Putnam Inc
Wheelabrator Ridge Energy Inc
Wheelabrator Saugus Inc
Wheelabrator Shasta Energy Company Inc
Wheelabrator Sherman Energy Company GP
Wheelabrator Sherman Station LLC
Wheelabrator Sherman Station One Inc
Wheelabrator South Broward Inc
Wheelabrator Spokane Inc
Wheelabrator Technologies Inc
Wheelabrator Technologies International Inc
Wheelabrator Westchester LP
White Lake Landfill Inc
Williams Landfill LLC
Willow Oak Landfill LLC
WM Arizona Ope atiur1s LLC
WM Asphalt Products LLC
WM Bagco LLC
WM Conversion Energy LLC
WM Conversion Fund LLC
WM Corporate Services Inc
WM Emergency Employee Support Fund Inc
WM Energy Resources Inc
WM Energy Solutions Inc
WM Green Squad LLC
WM GreenOps LLC
WMGTL Inc
WM GTL LLC
WM Healthcare Solutions Inc
WM Illinois Renewable Energy LLC
WM International Holdings Inc
WM International Services (UK) Limited
WM Lamp Tracker Inc
WM Landfills of Ohio Inc
WM Landfills of Tennessee Inc
WM Leasing of Arizona LLC
WM Leasing of Texas LP
WM LNG Inc
WM Mercury Waste Inc
WM Middle Tennessee Environmental Center LLC
WM Mobile Bay Environmental Center Inc
WM Nevada Renewable Energy LLC
WM of Texas LLC
8312010 83532 AM
02-0390002
02-0391598
02-0393448
36-3062971
04-3030218
02-0395269
02-0393449
36-3110153
27-1446081
36-3908789
36-3820153
13-2740971
02-0395274
02-0390349
76-0743287
02-0390312
02-0410154
02-0416522
22-2678047
36-3965264
02-0367751
38-1889893
61-1342579
20-1457518
32-0112690
27-0675171
26-4626312
26-4040670
27-1445960
27-3308922
11-3758170
27-1184260
76-0695139
26-1694369
26-4194066
26-0294424
26-0294528
20-3483524
45-0512000
76-0607203
NA-0000098
26-2748613
31-1509696
62-1462526
20-4017719
20-4017724
26-2294125
27-2289604
26-1946982
76-0638602
27-1678300
26-0428868
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
Corporation Corporation
Corporation
Corporation
Corporation
Corporation
Corporation
General Partnership
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Partnership
Corporation
Limited Liability Company
Limited Liability Company
Limited Uabllfty Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Not For Profit Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Corporation
Corporation
Corporation
Limited Liability Company
Limited Partnership
Corporation
Corporation
Limited Liability Company
Corporation
Limited Liability Company
Limited Liability Company
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Maine
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Michigan
Delaware
Georgia
Uelaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
England
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Page 9
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No Entity Type Incorporation
WM Organic Growth Jnc
WM PA Holdings LLC
WM Pack-Rat of California LLC
WM Pack-Rat of Illinois LLC
WM Pack-Rat of Kentucky LLC
WM Pack-Rat of Maryland LLC
WM Pack-Rat of Massachusetts LLC
WM Pack-Rat of Michigan LLC
WM Pack-Rat of Nevada LLC
WM Pack-Rat of Ohio LLC
WM Pack-Rat of Rhode Island LLC
WM Pack-Rat LLC
WM Partnership Holdings Inc
WM Phoenix Energy Resources LLC
WM Quebec Inc
WM RA Canada Inc
WM Recycle America LLC
WM Recycle Europe LLC
WM Renewable Energy LLC
WM Resource Recovery amp Recycling Center Inc
WM Resources Inc
WM Safety Services LLC
WM Security Seivices Inc
WM Services SA
WM Storage II Inc
WM Storage Inc
WM Texas Pack Rat LLC
WM Trash Monitor Plus LLC
WM WY Energy Resources LLC
WMI Medical Services of Indiana Inc
WMI Mexico Holdings Inc
WMNA Container Recycling LLC
WMRE of Michigan LLC
WMSALSA Inc
WMST Illinois LLC
WTI Air Pollution Control Jnc
WTI Financial LLC
WTI International Holdings Inc
wn Rust Holdings Inc
WTI UK LTD
20-4677155
27-2335935
26-0380883
26-0524082
26-2289448
26-1411856
26-1411946
26-2289484
27-0371504
262289407
26-1855760
26-0285281
36-3974344
27-2340971
NA-0000041
NA-0000172
72-1541911
20-0570245
45-0511978
26-2289538
25-1536159
20-3887188
20-3714754
NA-0000108
27-1525390
26-0285202
26-1442144
26-1436776
27-1184329
35-1724992
36-3912290
04-3735649
27-3334762
20-2580150
94-3423874
36-4110833
20-0584237
36-3908839
02-0351425
98-0336025
Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Liabflily Company
Corporation
Corporation
Limited Liability Company
Corpdration
Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Not For Profit Corporation
Limited Liability Company
Corporation
Limited Liability Comp_any
Corporation
Corporation
Corporation
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Canada
Ontario
Delaware
Delaware
Delaware
Delaware
Pennsylvania
Delaware
Delaware
Argentina
Delaware
Delaware
Delaware
Delaware
Delaware
Indiana
Delaware
Delaware
Delaware
Texas
lllinois
Delaware
Delaware
Delaware
Delaware
United Kingdc
81312010 83532 AM Page 10
----
POWER Federal Insurance Company Attn Surety DepartmentChubb OF Vigilant Insurance Company 15 Mountain View Road Surety AITORNEY Pacific Indemnity Company Warren NJ 07059
CHUBB
Know All by These Presents That FEDERAL INSURANCE COMPANY an Indiana corporation VIGILANT INSURANCE COMPANY a New York cor]Joration and PACIFIC INDEMNITY COMPANY a Wisconsin corporation do each hereby constitute and appoint Joseph Aulbert Marc W Boots Richard Covington Joy Durham Stephanie Gunderson Vickie Lacy Heather Noles P T Osburn and Maria D Zuniga of Housfon Texasmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot-middotmiddotmiddot-middotmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot--middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot
each as their true and lawful Attorneymiddot Inmiddot Fact lo execute under such designation in their names and 1o affix their corporate seals to and deliver for and on their behalf as surety thereon or otherwise bonds and undertakings and other writings obligatoiy in the nature thereof other lhan ball bonds) given or executed in the course of business and any Instruments amending or altering lhe same and consents to the modification or alteration of any instrument referred to in said bonds or obligations
In Wllness Whereof said FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY have each executed and attested these presents and affixed their corporale seals on this 17th day of August 2010
STATE OF NEW JERSEY ss
County of Somerset
On this i 7th day of August 2010 before me a Notary Public of New Jersey personally came Dawn M Chloros to me known to be Assistant Secretary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY the companies which executed the foregoing Power of Attorney and the said Dawn M Chloros being by me duly sworn did depose and say that he is Assistant Secretary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY and knows the corporate seals thereof that the seals affixed to the foregoing Power of Attorney are such corporate seals and were thereto affixed by authority of the By- Laws of said Companies and hat ha signed said Power of Attorney as Assistant Secretary of said Companies by like authority and that he Is acquainted with David B Norris Jr and knows him to be Vice President of said Companies and that the signature of David B Norris Jr subscribed to said Power of Altomey Is ln the genuine handwriting of David B Norris Jr and was thereto subscribed by authority of said By- Laws and In deponents presence
Notarial Seal
KATHERINE J ADElMR NOTARY PUBLIC OF NEW JERSEY
No 2316685 CCIIRmQlon Exp July 16 2014
CERTIFICATION Exlract from the Bymiddot Laws of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY
All powers of attorney for and on behalf of Iha Company may and shall be executed in lhe name and on behalf of the Company either by the Chairman or the President or a Vice President or an Asslslant Vice President jointly with the Secretary or an Assistan1 Secretary under their respective designations The signature of such officers may be engraved printed or lithographed The signature of each of the fotlowing officers Chairman President any Vice President any Assistant Vice Presidenl any Secretary any Assislant Secretary and the seal of the Company may be affixed by facsimile to any power of attorney or to any certificate relating thereto appointing Assistant Secretaries or Attomeys- in- Fact for purposes only of eKeculing and attesting bonds and undertakings and other writings obligatory in the nature thereof and any such power of attorney dr certificate bearing such facsimile signature or lacsimie seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimlle signature and facsimile seal shall be valid and binding upon the Company with respect to any bond or undertaking to which ii is attached
I Dawn M Chloros Assistant Secrelary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY
(the ~companies) do hereby certify Iha
(I) (H)
J31dD0
hJ (lL~ff (1j~W Dawn M Chloros Assistant Secretary
Form 15-10-02258-U (Ed 5-03) CONSENT
TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS 6
ARTICLE 2 CONTRACT PURPOSE AND TERM 12
21 PURPOSE 12
22 EFFECTIVE DATE AND COMMENCEMENT DATE 12
23 TERM 13
ARTICLE 3 COUNTY RESPONSIBILITIES 13
31 DELIVERY OF ACCEPTABLE WASTE 13
32 MANNER OF DELIVERIES 13
33 COOPERATION 13
ARTICLE 4 CONTRACTOR RESPONSIBILITIES 13
41 OWNERSHIP AND TRANSFER OF OWNERSHIP 13
42 CAPITAL IMPROVEMENTS 14
43 PERMITTING AND COMPLIANCE 15
44 ACCEPTANCEOFWASTE 15
45 OPERATING REQUIREMENTS 16
46 HOURS AND DAYS OF OPERATION 17
47 HOLIDAYS 17
48 COUNTY ACCESS 18
49 TRANSPORTATION OF ACCEPTABLE WASTE 18
410 PROCESSING OF RECYCLABLE MATERIALS 18
411 RECORDKEEPING AND REPORTING 18
412 TRANSITION 20
ARTICLE 5 CONTRACTORS COMPENSATION 20
51 BASE RATE 20
52 RATE ADJUSTMENTS 21
53 BILLING AND PAYMENT OF CONTRACTORS FEES 21
Okaloosa County Transfer Contract_ Final Page 2 of 52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS 22
61 ACCEPTABLE WASTE 22
62 SPECIAL WASTE 22
63 CONSTRUCTION AND DEMOLITION DEBRIS 22
64 RECYCLABLE MATERIALS 22
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS 23
71 COUNTY RECYCLABLE MATERIALS 23
72 OTHER RECYCLABLE MATERIALS 25
ARTICLE 8 PERFORMANCE BOND 25
ARTICLE 9 LIQUIDATED DAMAGES 25
ARTICLE 10 DEFAULT AND TERMINATION 27
ARTICLE 11 INSURANCE 28
I II CONTRACTORS INSURANCE 28
112 WORKERS COMPENSATION INSURANCE 30
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE 30
114 LIMITS OF LIABILITY 31
115 NOTICE OF CLAIMS AND LITIGATION 32
116 INDEMNIFICATION AND HOLD HARMLESS 32
117 CERTIFICATES OF INSURANCE 32
118 GENERALTERMS 33
119 UMBRELLA INSURANCE 34
ARTICLE 12 FORCE MAJEURE 34
121 INABILITY TO PERFORM 34
122 EVENTS OF FORCE MAJEURE 35
123 WRITTEN NOTIFICATION 35
Okaloosa County Transfer Contract_Final Page3 of52
ARTICLE 13 TITLE TO WASTE 36
ARTICLE 14 ARBITRATION36
141 ARBITRATION 36
142 INDEPENDENT THIRD PARTY 36
143 AMBIGUITY 37
ARTICLE 15 OTHER TERMS AND CONDITIONS 37
151 WAIVER 37
152 ASSIGNMENT OF AGREEMENT 37
153 SUBCONTRACTORS 37
154 INDEPENDENT CONTRACTOR 38
155 NON-DISCRIMINATION PROVISIONS 38
156 LAW TO GOVERN VENUE JURISDICTION 39
157 ILLEGAL PROVISIONS 39
158 MODIFICATIONS 39
159 PREPARATION OF AGREEMENT 39
1510 REMEDIES CUMULATIVE 39
1511 HEADINGS 40
1512 REPRESENTATIONS OF CONTRACTOR 40
1513 REPRESENTATIONS OF COUNTY 40
1514 REPRESENTATIVES 40
1515 NOTICES 41
1516 ENTIRE AGREEMENT 42
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT 42
EXHIBIT A SPECIAL WAS TE 43
EXHIBIT B REAL PROPERTY WARRANTY DEEDS 46
EXHIBIT C CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO
CONTRACTORS RATE 49
EXHIBIT D SAMPLE AVERAGE MARKET VALUE CALCULATION 50
Okaloosa County Transfer Contract_Final Page4 of52
SOLID WASTE TRANSFER STATION OPERATION AGREEMENT
THIS AGREEMENT is made as of this J)Paay 8~ 2010 by and
between Okaloosa County Florida (the COUNTY) a political subdivision of the State of
Florida and Waste Management Inc ofFlorida (hereinafter refened to as CONTRACTOR) a
corporation duly organized and validly existing under and by virtue of the laws of the State of
Florida and authorized to do business in the State ofFlorida
WITNESSETH
WHEREAS the COUNTY and the CONTRACTOR entered into an agreement dated as of June
2 2000 pursuant to which CONTRACTOR operates transfer stations utilizing state-of-the-rut
techniques and in accordance with the rules and regulations of the Florida Deprutment of
Environmental Protection including but not limited to 62-701801 FAC and all referenced
codes for the purpose of receiving and transporting Solid Waste to a disposal site as provided
therein and
WHEREAS such contract for Solid Waste Transfer Station Operations authorizes the renewal of
said agreement and
WHEREAS the COUNTY and CONTRACTOR desire that CONTRACTOR continue to
operate and manage transfer stations under the te1ms and conditions set fotth in this Agreement
NOW THEREFORE in consideration of the premises contained in this Agreement the patties
hereto intend to be legally bound as follows
Okaloosa County Transfer Contract_Final Page 5 of52
ARTICLE 1 DEFINITIONS
The following words and expressions ( or pronouns used in their stead) shall wherever they
appear in this Agreement be constrned as follows unless a different meaning is clear from the
context Words of the masculine gender shall be deemed and construed to include correlative
words of the feminine and neuter genders Unless the context shall otherwise indicate all words
shall include the plum as well as the singular number and the word person shall include
corporations and associations including public bodies as well as natural persons
Acceptable Waste shall mean Solid Waste including garbage rnbbish refuse residue
incidental amounts of household hazardous waste as permitted by the Florida Department of
Environmental Protection and other discarded solid or semi-solid mate1ials resulting from
domestic commercial industrial recycling resource recovery agricultural and governmental
operations Acceptable Waste also includes Bulk Waste Special Waste (except those defined
under Unacceptable Waste) and Recyclable Materials Acceptable Waste shall not include
regulated Hazardous Waste Medical Waste Biomedical Waste Biological Waste Infectious
Waste and Yard Trash
Agreement shall mean this Agreement including all attachments and amendments thereto
Authorized Representative means the Public Works Director or as othetwise designated in
writing by the Board to represent the COUNTY in the administration and supervision of this
Agreement
Biomedical Waste means any Solid Waste or liquid waste which may present a threat of
infection to humans The term includes but is not limited to non-liquid human tissue and body
parts laboratory and veterinary waste that contain human disease-causing agents used
disposable shaips human blood human blood products body fluids and other materials that in
the opinion of the Department of Health and Rehabilitative Services represent a significant risk
of infection to persons outside the generating facility
Biological Waste means Solid Waste that causes or has the capability of causing disease or
infection and includes but is not limited to Biomedical Waste diseased or dead animals and
other wastes capable of transmitting pathogens to humans or animals
Okaloosa County Transfer Contract_Final Page 6 of52
Board shall mean the Board of County Commissioners of Okaloosa County Florida which is
the governing body of the COUNTY
Bulk Waste shall mean any waste that requires additional management due to its bulk or
weight and shall include Household Furniture treated lumber Electronics bicycles push type
lawn mowers with all oil and gas drained automotive tires and White Goods Bulk Waste does
not include any form of matter or debris resulting from tree removal land clearing land
development or Special Waste as defmed herein
Commencement Date means the first day of the month following the Effective Date of this
Agreement
Commercial Business Establishment means any establishment other than a residential
dwelling apartment complex condominium complex or trailer park and shall be and shall
include but not be limited to all retail professional wholesale and industrial facilities
manufacturing facilities non-profit enterprises governmentalpublic agencies and any other
commercial enterprises offering goods or services to the public
Commercial Waste means any Acceptable Waste generated at a Commercial Business
Establishment
Construction and Demolition Debris means discarded materials generally considered to be
not water-soluble and nonhazardous in nature including but not limited to steel glass brick
concrete asphalt roofing material pipe gypsum wallboard and lumber from the construction or
destruction of a structure as paii of a construction or demolition project or from the renovation of
a structure and including rocks soils tree remains trmiddotees and other vegetative matter that
nmmally results from land clearing or land development operations for a construction project
including such debris from construction of structures at a site remote from the construction or
demolition project site Mixing of Construction and Demolition Debris with other types of Solid
Waste will cause it to be classified as other than Construction and Demolition Debris The term
also includes
(a) Clean cardboard paper plastic wood and metal scraps from a construction project
Okaloosa County Transfer Contract_Final Page7 of52
(b) Except as provided ins 403707(9)(j) Florida Statutes unpainted nontreated wood
scraps from facilities manufacturing materials used for construction of structures or
their components and unpainted nontreated wood pallets provided the wood scraps
and pallets are separated from other Solid Waste where generated and the generator
of such wood scraps or pallets implements reasonable practices of the generating
industry to minimize the commingling of wood scraps or pallets with other Solid
Waste and
(c) De minimus amounts of other nonhazardous wastes that are generated at
construction or destruction projects provided such amounts are consistent with best
management practices of the industry
Contract Year means the time from the Commencement Date through March 31 2012 and
each calendar year thereafter
Costs shall mean the costs of labor materials supplies major rental equipment and tools
other direct costs and allocable indirect costs such as fringe benefits general and administrative
expenses and indirect labor costs
COUNTY shall mean Okaloosa County Florida acting by and tlnmiddotough its Board of County
Commissioners
CPI as used herein shall be the revised Consumer Price Index for All Urban Consumers South
Urban for all items not seasonally adjusted published by the Bureau of Labor Statistics US
Department of Labor 1984-82 = 100 In the event the US Department of Labor Bureau of
Labor Statistics ceases to publish the CPI the parties hereby agree to substitute another equally
authoritative measure of change in the purchasing power of the US dollar as may be then
available
Day shall mean one calendar day when used in this Agreement
Effective Date means the date this Agreement becomes effective when executed by the
parties or when the Board adopts the Ordinance establishing the rates specified herein
whichever later occurs
Okaloosa County Transfer Contract_Final Page 8 of52
Electronics means computers monitors keyboards nnce termmals printers modems
scanners cell phones televisions and copiers and other electronic equipment as directed by the
COUNTY
Franchise Area means the specifically described geographic areas exclusively assigned to a
franchisee for the purpose of residential Solid Waste Yard Trash and Bulk Waste Collection
and if applicable Recyclable Material Collection pursuant to the COUNTYs Residential Solid
Waste and Recycling Collection Franchise Agreement
Fuel Index as used herein shall be the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low
Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) published by the US
Department of Energy Energy Information Administration In the event the US Department of
Energy Energy Information Administration ceases to publish the fuel prices the parties hereby
agree to substitute another equally authoritative measure of change in the purchasing power of
the US dollar as may be then available
Hazardous Waste means Solid Waste or a combination of Solid Wastes (even though it may
be part of delivered load of waste) which because of its quantity concentration or physical
chemical or infectious characteristics may cause or significantly contribute to an increase in
mortality or an increase in serious irreversible or incapacitating reversible illness or may pose a
substantial present or potential hazard to human health or environment when improperly
transported disposed of stored treated or otherwise managed Hazardous Waste shall include
all such waste as defined by the Rules of the Florida Department of Environmental Protection
Chapter 62-730 FAC or 40 Code ofFederal Regulations 261 or both as either or both may be
amended from time to time and to the extent either or both is applicable to the disposal of waste
in Florida Hazardous Waste is not intended to include de minimus amounts of household
hazardous wastes as defined by FAC 62-701100
Household Furniture means all movable compactable articles or apparatus such as chairs
tables sofas mattresses etc for equipping a house
Okaloosa County Transfer Contract_Final Page9 of52
Incorporated Municipalities means those duly Incorporated Municipalities in Okaloosa
County consisting of Cinco Bayou Crestview Destin Fort Walton Beach Laurel Hill Mary
Esther Niceville Shalimar and Valpariso
Independent Third Party means a qualified party mutually acceptable to both the COUNTY
and the CONTRACTOR
Infectious Waste means those wastes which may cause disease or may reasonably be
suspected of harboring pathogenic organisms Included are wastes resulting from the operation
of medical clinics hospitals and other facilities producing wastes which may consist of but are
not limited to diseased human and animal parts contaminated bandages pathological
specimens hypodermic needles contaminated clothing and surgical gloves
Merchant Waste means Acceptable Waste that was collected from locations outside the
COUNTY jurisdictional boundaries Merchant Waste does not include Co=ercial Waste
generated within unincorporated areas of the COUNTY or within Incorporated Municipalities
Recyclable Materials means those materials which are capable of being recycled and which
would otherwise be processed or disposed of as Solid Waste Recyclable Materials shall include
newspapers (including inse1ts ) conugated cardboard mixed paper (including brown paper bags
magazines phonebooks junk mail white and colored paper shredded paper in a bag and
paperboard) aluminum plastic containers and bottles marked with SPI codes 1-7 glass bottles
and jars tin and ferrous cans polycoated containers and other Solid Waste materials added upon
Agreement between the COUNTY and the CONTRACTOR when such materials have been
either dive1ted from the remaining Solid Waste stream or removed prior to their entry into the
remaining Solid Waste stream
Recycling Facility means the facility located adjacent to the Fort Walton Beach Transfer
Station at which Recyclable Materials are delivered for processing andor transport
Required Turn Back Condition means reasonable wear and tear co=ensurate with the time
of use and considering the CONTRACTORs responsibilities for maintenance repair and
replacement
Okaloosa County Transfer Contract_Final Page 10 of52
Solid Waste means garbage rubbish refuse trash clean debris or other similar discarded
material resulting from domestic industrial commercial mining agricultural or governmental
operations It excludes Yard Trash Bulk Waste Recyclable Materials and Special Waste
Special Waste means wastes that can require special handling and management but are not
considered Bulk Waste that are not accepted at a landfill or other disposal facility or that are
accepted at a landfill or other disposal facility at higher rates than are charged for refuse
including but not limited to wastes outlined in Exhibit A
Subcontractor shall mean a person firm or corporation other than employees of
CONTRACTOR who or which contracts with CONTRACTOR to furnish or actually furnishes
labor materials andor equipment for the Facility
Ton means a sh01i ton 2000 pounds (9078 metric tons)
Transfer Stations means the facilities currently located at 630 Martin Luther King Jr Blvd
(Fort Walton Transfer Station) and at the Baker Landfill (Baker Transfer Station) in Okaloosa
County capable of receiving Acceptable Waste for further transfer to a disposal facility for
ultimate disposition
Unacceptable Waste shall mean wastes that are not accepted for Class I disposal These
materials include Infectious Waste and Hazardous Wastes as defined above those wastes
excluded from the definition of Acceptable Wastes and materials exhibiting the following
characteristics
(a) Hazardous placards or markings
(b) Liquids
( c) Powders or dusts
(d) Drums or commercial size containers
( e) Chemical odors
Other unacceptable materials include
(a) Asbestos containing wastes
(b) Ash
Okaloosa County Transfer Contract_Final Page 11 of52
( c) Fluorescent light bulbs
( d) Mercury containing devices
(e) Whole tires
(f) Liquid Wastes
White Goods means discarded washers dryers refrigerators ranges microwave ovens water
heaters freezers small air conditioning units and other similar domestic large appliances
Yard Trash means vegetative matter resulting from landscaping maintenance including
accumulation of lawn grass shrubbery cuttings or clippings and dry leaf rakings palm fronds
small tree branches bushes or shrubs green leaf cuttings fruits or other matter usually created
as refuse in the care of lawns and yards Yard Trash does not include treated wood or any form
of matter or debris resulting from tree removal land clearing land development building
demolition home improvement or waste generated by tree surgeons
ARTICLE 2 CONTRACT PURPOSE AND TERM
21 PURPOSE
The pmpose of this Agreement is to establish the terms and conditions under which
CONTRACTOR shall manage operate and maintain the Transfer Stations
22 EFFECTIVE DATE AND COMMENCEMENT DATE
This Agreement shall become effective when executed by the paities or when the Board
adopts the Ordinance establishing the rates specified herein whichever later occurs The
Commencement Date of service shall be the first Day of the month following the
Effective Date of this Agreement
Okaloosa County Transfer Contract_Final Page 12 of52
23 TERM
The term of this Agreement shall commence on the Effective Date and end on March 31
2016 The term of this Agreement may be renewed for one (1) additional term of five (5)
years commencing at the end of the initial te1m by mutual agreement of the parties
ARTICLE 3 COUNTY RESPONSIBILITIES
31 DELIVERY OF ACCEPTABLE WASTE
The COUNTY or others authorized by the COUNTY shall deliver Acceptable Waste to
the Transfer Stations and Recyclable Materials to the Recycling Facility
32 MANNER OF DELIVERIES
The COUNTY shall grant to CONTRACTOR reasonable authority to deny admission to
the Transfer Stations of any vehicle carrying refuse which may leak spill or allow waste
to be blown or scattered about the Transfer Stations before unloading at the site
33 COOPERATION
COUNTY shall cooperate with CONTRACTOR in CONTRACTORs efforts to obtain
and renew all required permits licenses and approvals shall not appear as an objector in
any proceeding to consider the granting or renewal of such permits licenses or approvals
and shall promptly and reasonably consider any applications by CONTRACTOR
ARTICLE 4 CONTRACTOR RESPONSIBILITIES
41 OWNERSHIP AND TRANSFER OF OWNERSHIP
411 Throughout the full term of this Agreement the CONTRACTOR shall retain
ownership of the Transfer Stations and Recycling Facility At the conclusion of
the full term of the Agreement or in the event of CONTRACTOR default and
Okaloosa County Transfer Contract_Final Page 13 of52
termination by the COUNTY the Baker Transfer Station and all real property at
the Fort Walton Beach Transfer Station and Recycling Facility will be wholly
owned by the COUNTY and CONTRACTOR shall convey in Required Tum
Back Condition good and marketable title to the same to the COUNTY free and
clear of all liens or other encumbrances For the purposes of this Agreement real
property means the Fort Walton Beach Transfer Station and Recycling Facility
property as defined by the warranty deeds in Exhibit B and all physical buildings
and structures thereon including all equipment and fixtures with the exception of
rolling stock
412 In order to establish the Required Turn Back Condition of all real property at the
Transfer Stations and Recycling Facility and the need for repairs or replacements
if any the COUNTY and the CONTRACTOR shall conduct a joint inspection(s)
of the Facilities sites and buildings to include the utilities no later than thirty
(30) Days after the Effective Date of this Agreement The COUNTY and the
CONTRACTOR shall develop a list of any necessary repairs or replacements that
the CONTRACTOR is responsible for paying for andor performing such repairs
or replacements and establish a schedule for completing such work The
condition of the Facilities sites and buildings following completion of such
repairs and replacements shall be the Required Tum Back Condition allowing for
normal wear and tear commensurate with the time of use and considering the
CONTRACTORs responsibilities for maintenance repair and replacement
413 The CONTRACTOR shall maintain and convey at the conclusion of the full term
of this Agreement all real property at the Transfer Stations and Recycling Facility
to the COUNTY in Required Turn Back Condition The COUNTY shall notify
the CONTRACTOR of any deficiencies in the Required Tum Back Condition
and CONTRACTOR shall remedy such deficiencies
42 CAPITAL IMPROVEMENTS
The CONTRACTOR shall be solely responsible for the cost of all capital improvements
to the Transfer Stations and Recycling Facility
Okaloosa County Transfer Contract_Final Page 14 of 52
43 PERMITTING AND COMPLIANCE
The CONTRACTOR shall be responsible for obtaining and maintaining permits
approvals and licenses as are requrred for the operation of the Transfer Stations and
Recycling Facility CONTRACTOR shall operate the facilities in compliance with all
requirements of Federal State and local laws rules ordinances and regulations
applicable to the management of such facilities and as contained in the permits issued
relative to the facilities CONTRACTOR and the COUNTY agree to cooperate fully with
one another within reason in all efforts undertaken pursuant to this paragraph The
CONTRACTOR shall be responsible at its sole cost for the payment of all fines
penalties and citations that the CONTRACTOR may incur
44 ACCEPTANCE OF WASTE
In accordance with applicable operational protocol established by the CONTRACTOR
and with the approval of the COUNTY CONTRACTOR shall provide operate and
maintain facilities for the receipt of Acceptable Waste brought to the Transfer Stations
441 Acceptable Waste The CONTRACTOR shall process Acceptable Waste received
at the Transfer Stations in accordance with applicable Federal State and local
regulations and in a manner which would not be likely to pose a threat to public
health and safety
442 Special Waste CONTRACTOR shall implement a program to identify and
manage Special Waste Any testing or additional charges for the receipt handling
and disposal of Special Waste shall be as agreed between the CONTRACTOR
and the generator or transpmier of the Special Waste
443 Unacceptable Waste The CONTRACTOR shall exercise its best efforts to avoid
the acceptance of Unacceptable Waste at the Transfer Stations The
CONTRACTOR shall process Unacceptable Waste received at the Transfer
Stations in accordance with applicable Federal State and local laws rules
ordinances and regulations and in a manner which would not be likely to pose a
threat to public health and safety The CONTRACTOR shall indemnify the
Okaloosa County Transfer Contract_Final Page 15 of 52
COUNTY for any liability claim or damages imposed as a consequence of
CONTRACTORs failure to process such material in accordance with applicable
Federal State or local regulations Any testing required or additional charges
imposed for the receipt handling and disposal of Special Waste shall be as agreed
between the CONTRACTOR and the generator or transporter of the Unacceptable
Waste
45 OPERATING REQUIREMENTS
451 The CONTRACTOR will provide at CONTRACTORs expense all the utilities
used in operating the Transfer Stations and Recycling Facility At the Baker
Transfer Station the CONTRACTOR shall pre-treat leachate to a pH between 60
and 85 The COUNTY shall transport the treated leachate for further treatment
and disposal
452 The CONTRACTOR shall be responsible for the maintenance and repair of all
real property at the Transfer Stations and Recycling Facility in accordance with
industry and operational standards It shall also be the CONTRACTORs
responsibility to replace all or part of the property fixtures machinery
improvements and equipment as required to maintain the operation and
performance of the Transfer Stations and Recycling Facility including facility
expansion necessary to accommodate increased throughput The CONTRACTOR
shall maintain and or replace as appropriate all rolling stock utilized by the
CONTRACTOR in performance of this Agreement
453 The CONTRACTOR shall specifically establish a procedure for monitoring the
wear on the waste receiving floors and shall establish a repair procedure before
the wear has progressed to the point that further wear could jeopardize the
renewal of the floor surface or involve replacement of the steel reinforcement in
the floor The floor shall be resurfaced by the CONTRACTOR at least once
during the te1m ofthis Agreement
Okaloosa County Transfer Contract_Final Page 16 of 52
454 The CONTRACTOR shall remove Solid Waste from the transfer station tipping
floors in accordance with its operating permits
455 The CONTRACTOR shall operate the facilities to allow for a turnaround time of
not greater than twenty (20) minutes for vehicles delivering waste or Recyclable
Materials
456 The Transfer Stations and Recycling Facility will be maintained in a neat clean
and attractive manner consistent with its function and present a positive public
appearance
457 The CONTRACTOR shall control litter at the Transfer Stations and Recycling
Facility sites Adequate litter control is defined as minimizing litter leaving the
site and the collection of off-site and on-site litter at the end of eve1y business
day
458 The CONTRACTOR shall separate tires White Goods and Electronics delivered
to the Transfer Stations from other waste and place them in separate containers as
provided by the COUNTY
46 HOURS AND DAYS OF OPERATION
The Transfer Stations and Recycling Facility will be open to the public from 600 am
until 500 pm Monday through Friday and 600 am until 1200 noon Saturday The
COUNTY reserves the right to alter the operating hours of the facilities The
FRANCillSEE and COUNTY agree to negotiate a reasonable rate adjustment if such
change in operating hours affects operating costs
47 HOLIDAYS
The CONTRACTOR will close the Transfer Stations and Recycling Facility on the
following holidays New Years Day Thanksgiving and Clumiddotistmas
Okaloosa County Transfer Contract_Final Page 17 of 52
48 COUNTY ACCESS
The CONTRACTOR shall afford reasonable access at any reasonable time to the
Transfer Stations and Recycling Facility by the COUNTY its authorized agents or public
authorities having regulatory jurisdiction over the facilities Such visits shall be
conducted in a manner so as to cause minimum interference with the performance of
CONTRACTOR s responsibilities hereunder All persons conducting such visits shall
provide appropriate identification and shall comply with CONTRACTORs established
safety rules and regulations
49 TRANSPORTATION OF ACCEPTABLE WASTE
The CONTRACTOR shall be responsible for all transportation of Acceptable Waste
except White Goods and tires once it has been accepted for disposal at the Transfer
Stations The CONTRACTOR shall transport Electronics to the COUNTY facility
designated by Authorized Representative The CONTRACTOR may transpmt
Constmction and Demolition Debris to a permitted facility of its choosing The
CONTRACTOR shall transpmt all other Acceptable Waste to the Spring Hill Regional
Landfill and shall have the duty to ensure that the transportation will be performed in
accordance with applicable regulations and will be prompt safe and efficient Upon
approval by the Authorized Representative the CONTRACTOR may transpmt
Acceptable Waste to a different permitted facility If such facility is closer to Okaloosa
County than the Spring Hill Regional Landfill the CONTRACTOR and COUNTY shall
negotiate a co=ensurate rate adjustment
410 PROCESSING OF RECYCLABLE MATERIALS
The CONTRACTOR shall be responsible for all transportation and processmg of
Recyclable Materials accepted at the Recycling Facility
411 RECORDKEEPING AND REPORTING
4111 The CONTRACTOR records required herein shall be maintained in electronic
database format utilizing Microsoft software or in a format approved by the
Okaloosa County Transfer Contract_Final Page 18 of 52
Authorized Representative The databases shall be readily available for inspection
by the COUNTY at any time during normal operating hours and information in
the records shall be shared with the COUNTY upon request
4112 The CONTRACTOR shall weigh and record all inbound and outbound vehicles
carrying materials including transfer trucks at the Fort Walton Beach Transfer
Station and Recycling Facility Each vehicle delivering waste or Recyclable
Materials shall be properly identified and authorized in a manner satisfactory to
the COUNTY and CONTRACTOR Weights of all waste and Recyclable
Materials shall be recorded in the COUNTYs WasteWorks system
4113 The weight of Acceptable Waste and Recyclable Materials shall be determined
using the weigh scales at the facility The CONTRACTOR shall at regular
intervals test the accuracy of the weigh scales such testing shall occur at least
once every ninety (90) Days The test records for the term of this Agreement shall
be kept on file in the scale house at the facility
4114 The CONTRACTOR shall maintain the original weight records that identify the
vehicles the time of weighing( s) and the tare weights of the vehicles for a period
of five (5) years after which CONTRACTOR may dispose of such records The
CONTRACTORs records so developed will be used as a basis for calculating
quantities of waste and Recyclable Materials and shall be subject to review
including spot checking by the COUNTY at its discretion on site or made
available to the COUNTY at such times as it may reasonably request Required
records in this category include but are not limited to itemized statements of the
amount of Acceptable Waste delivered to the Transfer Stations as further defmed
in Article 4
4115 The COUNTY shall be entitled to have its designated representatives at the
Transfer Stations and Recycling Facility at all times and CONTRACTOR shall
designate a suitable site for an office if required by COUNTY The COUNTY
shall further have the right to station its employees at all weigh scales to verify the
Okaloosa County Transfer Contract_Final Page 19 of52
correctness of the weight records and the CONTRACTOR shall provide
reasonable space for said employees
4116 The CONTRACTOR shall provide the Authorized Representative with its internal
tonnage report which shall include all waste delivered to the Transfer Stations
and all Recyclable Materials delivered to the Recycling Facility Tonnage shall
be broken down by material type and source of generationdelivery with all waste
and Recyclable Materials collected within the COUNTYs Franchise Area clearly
noted For Recyclable Materials collected within the COUNTYs Franchise Area
the CONTRACTOR shall provide an estimate of the breakdown of such material
by commodity Such report shall be submitted in electronic format within seven
(7) Days after the end of each month
412 TRANSITION
4121 The CONTRACTOR shall cooperate with the COUNTY or its designated
contractor during any transition period at the end of this Agreement Such
cooperation includes but is not limited to allowing site visits of the facilities by
the COUNTY or its contractor with advance notice and ensuring all facilities are
in Required Tum Back Condition pursuant to Paragraph 41
4122 The CONTRACTOR shall transfer all active facility permits for the Transfer
Stations and Recycling Facility to the COUNTY or its designated contractor as
requested by the COUNTY in a timely manner so as to avoid any disruption of
service
ARTICLES CONTRACTORS COMPENSATION
51 BASE RATE
The combined total rate for Acceptable Waste handling transportation and disposal paid
to the CONTRACTOR by the COUNTY shall be $3677 per Ton ofrep011ed and verified
waste receipts with the exception of Recyclable Materials Special Waste or
Okaloosa County Transfer Contract_Final Page20 of52
Construction and Demolition Debris managed at the facilities This rate shall take effect
on the Commencement Date of this Agreement and shall continue without adjustment
through September 30 2011
52 RATE ADJUSTMENTS
On October I 2011 and October 1 of each subsequent Contract Year of this Agreement
the CONTRACTORs base rate as provided in Paragraph 51 shall be adjusted
accmding to the following methodology as further explained in Exhibit C seventy
percent (70) of the rate shall be adjusted based on seventy-five percent (75) of the
percentage change in the CPI for the twelve (12) months ending on the preceding June
30ili and thirty percent (30) of the rate shall be adjusted based on the percent change in
the US Department of Energy Fuel Index for the previous twelve (12) months ending on
the preceding June 30ili The total rate adjustment each year may not exceed two percent
(2) of the previous years rates
53 BILLING AND PAYMENT OF CONTRACTORS FEES
531 CONTRACTOR shall keep records of all Acceptable Waste received at the
Transfer Stations as described herein
532 CONTRACTOR shall invoice the COUNTY monthly for the handling
transportation and disposal fees as set forth herein for Acceptable Waste
received at the Transfer Stations This invoice must include detailed information
regarding waste receipts including Solid Waste Bulk Waste Special Waste
Recyclable Material Unacceptable Waste and Merchant Waste in a format
approved by the Authorized Representative Only waste receipts reported using
this format and verified by the COUNTY will be paid COUNTY shall pay such
invoices within thirty (30) Days from the date of invoice or request additional
info1mation if adequate information is not provided
Okaloosa County Transfer Contract_Final Page 21 of52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS
COUNTY shall be responsible for the setting and collection of charges associated with all waste
receipts except as provided herein
61 ACCEPTABLE WASTE
The rates charged for Acceptable Waste will be as established by COUNTY Ordinance
No 00-08 and any amendments thereto If a waste load is too small to be accurately
weighed by the Transfer Stations weigh scales a flat rate shall be charged to the
customer per vehicle as established by COUNTY Ordinance No 00-08 and any
amendments thereto
62 SPECIAL WASTE
CONTRACTOR shall be responsible for setting rates associated with Special Waste
63 CONSTRUCTION AND DEMOLITION DEBRIS
CONTRACTOR shall use its best efforts to deliver a mmnnum of 1000 Tons of
Construction and Demolition Debris (CampD) per month to the Transfer Stations
collectively The COUNTY shall charge the CONTRACTOR a Ten Dollar ($1000) per
Ton host fee for all CampD material delivered to the Transfer Stations This CampD material
shall not be subject to any additional charges or Costs including tipping fees by the
COUNTY to the CONTRACTOR
64 RECYCLABLE MATERIALS
Recyclable Materials delivered by or on behalf of the COUNTY Incorporated
Municipalities or by private citizens directly or collected by the CONTRACTOR from
Commercial Business Establishments in the COUNTY will be accepted at no charge
The CONTRACTOR may negotiate Recyclable Materials processing fees with other
entities delivering such materials to the Recycling Facility
Okaloosa County Transfer Contract_ Final Page22 of52
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS
71 COUNTY RECYCLABLE MATERIALS
The CONTRACTOR shall pay the COUNTY revenue for each Ton of Recyclable
Materials delivered by or on behalf of the COUNTY to the Recycling Facility as follows
711 Each month the CONTRACTOR shall calculate the Average Market Value
(AMV) of Recyclable Materials defined as the sum of commodity prices (US
Dollar per Ton) posted on the first week of the month for the Southeast USA in
SecondaryMaterialsPricingcom and SecondaryFiberPricingcom multiplied by
the composition of the Recyclable Materials as defmed in Table 1 Exhibit D
provides an example ofthis calculation
Table 1
Composition ofRecyclable Materials and Market Indexes for Determining AMV
lVIaterial Index Description Percentale Newspaper (ONP) PSI 8 Baled FOB sellers dock 5260 Corrugated Cardboard (OCC) PSI 11 Baled FOB sellers dock 1130 Mixed Paper PSI 1 Baled FOB sellers dock 460 Aseptic Containers NIA 000 Aluminum Cans Aluminum Cans Sorted and Baled Delivered 170 Steel Cans Steel Cans Sorted and Baled Delivered 230 PET PET Baled Picked Up 460 HDPE (Natural) Natural HDPE Baled Picked Uo 090 HDPE (Colored) Colored HDPE Baled Picked Up 180 Clear Glass Flint Delivered 830 Green Glass Green Delivered 450 Brown Glass Amber Delivered 490 Contamination NIA 250
712 Each month the CONTRACTOR shall pay revenue to the COUNTY based on
the AMV equal to the total Tons of Recyclable Materials delivered by or on
behalf of the COUNTY multiplied by the revenue payment in Table 2 The
revenue payment in Column A will be in effect through March 31 2013 and that
in Column B will be in effect after that date If a Mate1ials Recovery Facility
Okaloosa County Transfer Contract_Final Page23 of52
(MRF) is developed by the CONTRACTOR within a 200 mile radius of the
COUNTY prior to March 31 2013 the revenue payment in Column B will go
into effect when such MRF becomes operational
Table 2
Per Ton Revenue Payment to COUNTY Based on AMV
Avera2e Market Value COLUMN A COLUMNB
Low Hi2h
Revenue Payment to COUNTY ($Ton)
until March 31 2013
Revenue Payment to COUNTY($Ton)
after March 31 2013 lt$8001 $9000 $2000 $2000
$9001 $10000 $2000 $2500
$10001 $11000 $2000 $3000 $11001 $12000 $2000 $3500
$12001 $13000 $2500 $4000
$13001 $14000 $3000 $4500 $14001 $15000 $3500 $5000 $15001 $16000 $4000 $5500 $16001 $17000 $4500 $6000
$17001 $18000 $5000 $6500 $18001 $19000 $5500 $7000 $19001 $20000 $6000 $7500
$20001 $21000 $6500 $8000 $21001 $22000 $7000 $8500
$22001 gt$23000 $7500 $9000
713 No later than the fifteenth (15th) Day of each month the CONTRACTOR shall
submit a Monthly Payment Report in a format approved by the Authorized
Representative for the previous calendar month detailing the calculation of each
revenue payment and the total revenue payment due to the COUNTY Said
revenue payment shall be remitted to the COUNTY within thirty (30) Days from
the end of the month for which the payment is being made
714 The CONTRACTOR may request a study to measure the composition of
Recyclable Materials utilized to calculate the AMV pursuant to Paragraph 7 1
Okaloosa County Transfer Contract_Final Page 24 of52
Table I of this Agreement such request being subject to approval by the
COUNTY If approved by the COUNTY the CONTRACTOR and COUNTY
shall jointly develop a methodology and cost estimate to conduct the composition
study The final methodology and selection of the Independent Third Party to
conduct the study must be approved by the Authorized Representative The
parties shall share equally in paying for the cost of the study Study results are
subject to final approval by the Authorized Representative Once approved
adjustments to the composition of Recyclable Materials shall become effective for
the following month and remainder of the term of the Agreement or until further
adjusted in accordance with this article
72 OTHER RECYCLABLE MATERIALS
The CONTRACTOR will remit $20 per Ton of Recyclable Material received at the
Recycling Facility that is not subject to Paragraph 71 with the exception of Recyclable
Materials not generated in Okaloosa County
ARTICLE 8 PERFORMANCE BOND
The CONTRACTOR shall furnish to the COUNTY a performance bond issued by a surety
licensed to do business in the State of Florida for the faithful performance of the Agreement and
all obligations arising hereunder The performance bond shall be made payable in favor of
Okaloosa County Florida or in lieu thereof pay to the COUNTY the sum of $200000000 A
complete bond shall be issued at least thirty (30) Days prior to the Commencement Date of this
Agreement
ARTICLE 9 LIQUIDATED DAMAGES
If the CONTRACTOR does not substantially fulfill its obligations under this Agreement the
COUNTY shall provide written notice to the CONTRACTOR of specific areas of deficiency
Examples of such deficiencies include but are not limited to the following
Okaloosa County Transfer Contract_Final Page 25 of 52
(a) Violation of environmental laws
(b) Inadequate litter control at the Transfer Stations andor the Recycling Facility Adequate
litter control is defined as minimizing litter leaving the site and the collection of off-site
and on-site litter at the end of every business day
(c) Failure to remove Solid Waste from the transfer station tipping floor in accordance with
FRANCHISEEs operating permits
(d) Other conditions created by the CONTRACTOR that could impact public health and
safety and
(e) Poor maintenance of the Transfer Stations and Recycling Facility and equipment
resulting in a poor public image of the facilities
The CONTRACTOR shall initiate reasonable steps to correct these deficiencies within seventyshy
two (72) hours of written notice If the CONTRACTOR does not initiate reasonable steps within
seventy-two (72) hours the COUNTY may at its discretion impose liquidated damages of $500
per Day until deficiencies are satisfactorily con-ected as determined by the COUNTY If the
CONTRACTOR has not con-ected these deficiencies within thirty (30) Days of receipt of written
notice the CONTRACTOR will be considered in default of the Agreement and the COUNTY
may terminate this Agreement and recover damages in the full amount of the performance bond
The COUNTY may assess liquidated damages pursuant to this Aliicle on a monthly basis and
shall at the end of each month notify the CONTRACTOR in writing of the liquidated damages
assessed and the basis for each assessment In the event the CONTRACTOR wishes to contest
such assessment(s) the CONTRACTOR shall within five (5) Days after receiving such notice
request in writing an opportunity to be heaimiddotd by the Board and present its defense to such
assessment(s)
The COUNTYs Authorized Representative shall notify the CONTRACTOR in writing of any
action taken with respect to CONTRACTORs claims and the decision of the Board will be final
Okaloosa County Transfer Contract_Final Page 26 of 52
ARTICLE 10 DEFAULT AND TERMINATION
The COUNTY may terminate this Agreement except as otherwise provided below in this
paragraph by giving CONTRACTOR fifteen (15) Days advance written notice upon the
happening of any one of the following events
(a) The CONTRACTOR fails to remedy deficiencies as noted in Article 9 within
thirty (30) Days of receipt ofwritten notice by the COUNTY
(b) The CONTRACTOR takes the benefit of any present or future insolvency statute
or shall make a general assigmnent for the benefit of creditors or file a voluntary
petition in bankruptcy or a petition or answer seeking readjustment of its
indebtedness under the Federal United States or any state thereof or consent to
the appointment or a receiver trustee or liquidator of all or substantially all of its
property or
(c) By order or decree of a court the CONTRACTOR shall be adjudged bankrupt or
an order shall be made approving a petition filed by any of its creditors or by any
of the Stockholders of the CONTRACTOR seeking its reorganization or the
readjustment of its indebtedness under federal bankrnptcy laws or under any law
of statute of the United States or of any state thereof provided that if any such
judgment is stayed or vacated within sixty ( 60) Days after the entry thereof any
notice of cancellation shall be and become null void and of no effect or
(d) By or pursuant to or under authority of any legislative act resolution or rule or
any order or decree of any cornt or government board agency or office having
jurisdiction a receiver trustee or liquidator shall take possession or control of all
or substantially all of the property of the CONTRACTOR and such possession of
control shall continue in effect for a period of sixty ( 60) Days or
(e) The CONTRACTOR shall voluntarily abandon desert or discontinue its
operation hereunder granted
Okaloosa County Transfer Contract_Final Page 27 of52
Then such shall be considered a material breach of this Agreement and the Authorized
Representative shall notify the CONTRACTOR in writing of the breach If within a period of
fifteen (15) Days the CONTRACTOR has not eliminated the conditions considered to be a
breach of contract or having so co=enced shall fail thereafter to continue with diligence the
cming thereof the Authorized Representative shall notify the Board
After these fifteen (15) Days the COUNTY can cause the CONTRACTOR to be obligated to pay
the COUNTY the amount specified in the bond and has the authority to terminate this
Agreement
ARTICLE 11 INSURANCE
111 CONTRACTORS INSURANCE
1111 The CONTRACTOR shall not co=ence any work in connection with this
Agreement until he has obtained all required insurance and such insurance has
been approved by the Okaloosa County Risk Management Director
1112 All insurance policies shall be with insurers licensed to do business in the State of
Florida and any insuring company is required to have a rnininimn rating of A
Class X in the Best Key Rating Guide published A M Best amp Co Inc
1113 All insurance shall include the interest of all entities names in and its respective
agents consultants servants and employees of each and all other interests as may
be reasonably required by Okaloosa County as Additional Insured The coverage
afforded the Additional Insured under this policy shall be primary insurance If
the Additional Insured have other insurance that is applicable to the loss such
other insurance shall be on an excess or contingent basis The amount of the
companys liability under this policy shall not be reduced by the existence of such
other insurance
Okaloosa County Transfer Contract_Final Page 28 of 52
1114 The County of Okaloosa shall be listed as Additional Insured by policy
endorsement on all insurance contracts applicable to this Agreement except
Workers Compensation and Professional Liability
1115 The County of Okaloosa shall be furnished proof of coverage by certificates of
insurance (COI) and endorsements for every applicable insurance contract
required by this Agreement The COI s and policy endorsements must be
delivered to the Autho1ized Representative not less than ten (10) Days prior to the
commencement of any and all contractual agreements between the County of
Okaloosa and the CONTRACTOR
1116 The COUNTY shall retain the right to reject all insurance contracts that do not
meet the requirement of this Agreement Further the COUNTY reserves the right
to change these insurance requirements with 60-Day notice to the
CONTRACTOR
1117 The insurance definition of Insured or Additional Insured shall include
Subcontractors Sub-subcontractors and any associated or subsidiary companies
of the CONTRACTOR which are involved and which is a part of the contract
1118 The COUNTY reserves the right at any time to require the CONTRACTOR to
provide certified copies of any insurance policies to document the insurance
coverage specified in this Agreement
1119 The designation of CONTRACTOR shall include any associated or subsidiary
company which is involved and is a part of the contract and such if any
associated or subsidiary company involved in the project must be named in the
Workers Compensation coverage
111IOAll policies shall be written so that the COUNTY will be notified of cancellation
or restrictive amendments at least thirty (30) Days prior to the effective date of
such cancellation or amendment Such notice shall be given directly to the
Authorized Representative
Okaloosa County Transfer Contract_Final Page 29 of 52
112 WORKERS COMPENSATION INSURANCE
1121 The CONTRACTOR shall secure and maintain during the life of this agreement
Workers Compensation insurance for all of his employees employed for the
project or any site connected with the work including supervision administration
or management of this project and in case any work is sublet with the approval
of the County of Okaloosa the CONTRACTOR shall require the Subcontractor
similarly to provide Workers Compensation insurance for all employees
employed at the site of the project and such evidence of insurance shall be
furnished the County of Okaloosa not less than ten (10) Days prior to the
conunencement of any and all subcontractual agreements which have been
approved by the County of Okaloosa
1122 Such insurance shall comply with the Florida Workers Compensation Law
1123 No class of employee including the CONTRACTOR himself shall be excluded
from the Workers Compensation insurance coverage The Workers
Compensation insurance shall also include Employers Liability coverage
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE
1131 The CONTRACTOR shall maintain Business Automobile Liability insurance
coverage throughout the life of this Agreement The insurance shall include
Owned Non-owned amp Hired Motor Vehicle coverage
1132 The CONTRACTOR shall carry other Conunercial General Liability insurance
against all other Bodily Injury Property Damage and Personal and Advertising
Injury exposures The coverage shall include both On- and Off-Premises
Operations Contractual Liability Board Form Property Damage and
Professional Liability
1133 All liability insurance ( other than Professional Liability) shall be written on an
occurrence basis and shall not be written on a claim-made basis If the insurance
Okaloosa County Transfer Contract~Final Page 30 of 52
is issued with an aggregate limit of liability the aggregate limit of liability shall
apply only to the locations included in this Agreement If as the result of any
claims or other reasons the available limits of insurance reduce to less than those
stated in the Limits of Liability the CONTRACTOR shall notify the Authorized
Representative in writing The CONTRACTOR shall purchase additional liability
insurance to maintain the requirements established in this Agreement Umbrella
or Excess Liability insurance can be purchased to meet the Limits of Liability
specified in this Agreement
1134 Commercial General Liability coverage shall be endorsed to include the
following
Premises - Operation Liability
Occurrence Bodily Injmy and Property Damage Liability
Independent CONTRACTORs Liability
Completed Operations and Products Liability
1135 CONTRACTOR shall agree to keep in continuous force Commercial General
Liability coverage including Completed Operations and Products Liability for two
(2) years beyond acceptance ofproject
114 LIMITS OF LIABILITY
The insurance required shall be written for not less than the following or greater if
required by law and shall include Employers liability with limits as prescribed in this
contract
LIMIT
A Workers Compensation
(1) State Statut01y
(2) Employers Liability $1000000 each accident
B Business Automobile amp Commercial $1000000 each occurrence
General Liability Insurance (A combined single limit)
C Personal and Adve1tising Injury $250000
D Pollution Liability $10000000 each occurrence
Okaloosa County Transfer Contract_Final Page 31 of 52
115 NOTICE OF CLAIMS AND LITIGATION
The CONTRACTOR agrees to report any incident or claim that results from performance
of this Agreement The COUNTY representative shall receive written notice in the form
of a detailed written repmi describing the incident or claim within ten ( 10) Days of the
CONTRACTORs knowledge In the event such incident or claim involves injury andor
property damage to a third party verbal notification shall be given the same Day the
CONTRACTOR becomes aware of the incident or claim followed by a written detailed
report within ten (10) Days of verbal notification
116 INDEMNIFICATION AND HOLD HARMLESS
To the fullest extent permitted by law CONTRACTOR shall indemnify and hold
harmless COUNTY its officers and employees from liabilities damages losses and
Costs including but not limited to reasonable attorney fees to the extent caused by the
negligence recklessness or intentional wrongful conduct of the CONTRACTOR and
other persons employed or utilized by the CONTRACTOR in the performance of this
contract
117 CERTIFICATES OF INSURANCE
1171 Certificates of insurance in duplicate indicating the job site and evidencing all
required coverage must be submitted to and approved by Okaloosa County prior
to the commencement of any of the work The certificate holder(s) shall be as
follows
Okaloosa County
602-C No1ih Pearl Street
Crestview Florida 32536
1172 All policies shall expressly require thirty (30) Days written notice to Okaloosa
County at the address set out above or the cancellations of material alterations of
such policies and the Certificates of Insurance shall so provide
Okaloosa County Transfer Contract_Final Page32 of52
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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wmiddotM~middot7J middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot ~
Lois Jones STATE OF Flori COUNTY OF Ca]oosa
I HlllampIY CIATIFY lhfl on 1hi1 day btfor me an olfictt d11l1 nliltelbld middot in 11M $1amp11 afOffllid ampnd In 1M Cova11 alonuid to Ille UkllllMtiplfntt ptllDIUIU apptAltclJlh If 1111gar poundKee Vice President ~Jleve1opnmtt Ollpiey Inc
FILEtl 1247660 OKALOOSA COUNTYFLORIDA
I
R~D1 MAR 11 1993 8 3144 PM NEWNAN C BRACKIN CLERK
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Northgate DeVelomicrorent Canpany Inc
bull -11on unJ tho 1w f Florida ino -1 i o fufnnbull 1350 E John Sims Pkwy Niceville FL 32578 ~naff1r colW tiamp gronlor lo Okaloosa Board of County Cctrmissioners
colioi potoltc ddr u Okaloosa County courthouse OFFICIAL RECORDS Crestview Fl 32536 BK 1732 PG 486
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LEXAL DESCRIPrIOO CCHoIDvCIN3 at the concrete nonurrent (1980 FAFB) rrarking the NW corner of the NE ( ~f section 8 lbwnship 2 South Range 24 West Okaloosa Co1lllty Florida run S88-2048E along the north boundacy thereof 62500 feet to a concrete mgtrnnEnt numbered 3501 thence S03deg00 1 181w 20006 feet to a concrete rronurrent mmtered 3501 and the POINI OF BEGINNIIlaquo thence continue S03deg00 1 l811W 6602 feet to a concrete mmUOOlt numbered 3501 thence S88deg2048 11E 113000 feet to a ooncrete nonument mmbered 3501 on the weseerly right-of-way line of the Hill Avenue Extension AKA Freedan-Way thence N07deg1545 11E along said right-of-way line 6632 feet to a concrete rromment nurrbered 3501 thence N88deg2048W 113493 feet to the POINT OF BffiINNING Containing 172 acres nore or less SUbject to easanent of record ittls property is to be used as county maintained road
Togtlfatr wfll oU 1k l1Mriuntt lrcll10ffl9ftlt csnd PurffflGICff -- ~ or M - wlte appertlllrdnf
to llaue and hi ltlld i 1=
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Northgate Develomicronent company Inci
J IIbull i pi oA carpofGflon bulldlllnQ unJ IA ruw al Florida lutiMti 1111 203 John C Sims Parkway Niceville Florida 32578 Ibullmiddotmiddotmiddotmiddot -~ 1bull1elnoflf cauJ 11 grontor to
1affelnotr eatrlaquol rr glllllfN
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LFGAL DFSCRIPrION PARCEL B BEGINNING at the concrete monument marking (1980 JilFB) the NW corner of the NE of Section 8 Township 2 South Range 24 West Okaloosa OJunty Florida run S88deg20 14811 E along the north boijndary thereof 62500 feet to a concrete monunent numbered 3501 tBence S03 001 l81W 46000 feet to a concrete monument numbered 3501 thence N88 2048W 62500 feet to a concrete monument num~red 3501 on the west boundary of the aforesaid NE~ of Section 8 thence N03 0018E along said west boindary 46000 feet to the POINT OF BEGINNING Containing 660 acres more or less middot
Togtlhff WlH apparialnlRQ
To llaue and to Bold 1 r ff Bod th gPIWOr h-b oo-- wllfa ald a~ 1Jm U t lcwuil bullefud ol Mid land tn bull
bnp1 IIal II lo good ~hi J lwul owlori1 lo ll J con- 4JJ IonI Ml U _ vll _ n111u 11a ml fo rdd kI iiil w-lU df=rd tL ==-~~ ~e ~ Luof2J c~ of all~ wAaRUatNr
and duat old land t Ne ol cU encwnLroncu FLORIDA DOCUMENTARY STAMP TAX REQUIRED BY LAW IN THE AMOUNT OF IJVe(Sdeg1AS BEEN P bull NEWMAN C BR CKIN CLERK OKAL COU TY B DC
~0~~ ohn wbull MingerL ExecbullVice Pres-middotmiddotmiddot
IPACl ULOW 01 IKO-flgtIH VU
I HERampBY CERTIFY thn on thibull dar bdou me an officer dulr authoriud in 1hc Stilt aforuald and in the County alorruid to ukc ucknowlrd~mn11 pcnonbullllr appnrtd
John w Minger Exec Vice Pres Northgate Developnent Ompany Inc
RCD1 OCT 23 1989 NEWMAN C BRACKIN
FILElt 1058478 OKALOOSA COUNTYFL0R1DA
r Waste Management Inc of Florida
w~o11 poatollH addra U 500 Cypress Creek Road West Suite 300 Fort Lauderdale Florida 33309
I
t
I
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I 251 PM f-
CLERK i
-
EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
Affiliate Entity Report Active Legal Entities
State of Name Federal ID No Entity Type Incorporation
WM Organic Growth Jnc
WM PA Holdings LLC
WM Pack-Rat of California LLC
WM Pack-Rat of Illinois LLC
WM Pack-Rat of Kentucky LLC
WM Pack-Rat of Maryland LLC
WM Pack-Rat of Massachusetts LLC
WM Pack-Rat of Michigan LLC
WM Pack-Rat of Nevada LLC
WM Pack-Rat of Ohio LLC
WM Pack-Rat of Rhode Island LLC
WM Pack-Rat LLC
WM Partnership Holdings Inc
WM Phoenix Energy Resources LLC
WM Quebec Inc
WM RA Canada Inc
WM Recycle America LLC
WM Recycle Europe LLC
WM Renewable Energy LLC
WM Resource Recovery amp Recycling Center Inc
WM Resources Inc
WM Safety Services LLC
WM Security Seivices Inc
WM Services SA
WM Storage II Inc
WM Storage Inc
WM Texas Pack Rat LLC
WM Trash Monitor Plus LLC
WM WY Energy Resources LLC
WMI Medical Services of Indiana Inc
WMI Mexico Holdings Inc
WMNA Container Recycling LLC
WMRE of Michigan LLC
WMSALSA Inc
WMST Illinois LLC
WTI Air Pollution Control Jnc
WTI Financial LLC
WTI International Holdings Inc
wn Rust Holdings Inc
WTI UK LTD
20-4677155
27-2335935
26-0380883
26-0524082
26-2289448
26-1411856
26-1411946
26-2289484
27-0371504
262289407
26-1855760
26-0285281
36-3974344
27-2340971
NA-0000041
NA-0000172
72-1541911
20-0570245
45-0511978
26-2289538
25-1536159
20-3887188
20-3714754
NA-0000108
27-1525390
26-0285202
26-1442144
26-1436776
27-1184329
35-1724992
36-3912290
04-3735649
27-3334762
20-2580150
94-3423874
36-4110833
20-0584237
36-3908839
02-0351425
98-0336025
Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Limited Liability Company
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Liabflily Company
Corporation
Corporation
Limited Liability Company
Corpdration
Corporation
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Limited Liability Company
Corporation
Corporation
Limited Liability Company
Limited Liability Company
Not For Profit Corporation
Limited Liability Company
Corporation
Limited Liability Comp_any
Corporation
Corporation
Corporation
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Canada
Ontario
Delaware
Delaware
Delaware
Delaware
Pennsylvania
Delaware
Delaware
Argentina
Delaware
Delaware
Delaware
Delaware
Delaware
Indiana
Delaware
Delaware
Delaware
Texas
lllinois
Delaware
Delaware
Delaware
Delaware
United Kingdc
81312010 83532 AM Page 10
----
POWER Federal Insurance Company Attn Surety DepartmentChubb OF Vigilant Insurance Company 15 Mountain View Road Surety AITORNEY Pacific Indemnity Company Warren NJ 07059
CHUBB
Know All by These Presents That FEDERAL INSURANCE COMPANY an Indiana corporation VIGILANT INSURANCE COMPANY a New York cor]Joration and PACIFIC INDEMNITY COMPANY a Wisconsin corporation do each hereby constitute and appoint Joseph Aulbert Marc W Boots Richard Covington Joy Durham Stephanie Gunderson Vickie Lacy Heather Noles P T Osburn and Maria D Zuniga of Housfon Texasmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot-middotmiddotmiddot-middotmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot--middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot
each as their true and lawful Attorneymiddot Inmiddot Fact lo execute under such designation in their names and 1o affix their corporate seals to and deliver for and on their behalf as surety thereon or otherwise bonds and undertakings and other writings obligatoiy in the nature thereof other lhan ball bonds) given or executed in the course of business and any Instruments amending or altering lhe same and consents to the modification or alteration of any instrument referred to in said bonds or obligations
In Wllness Whereof said FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY have each executed and attested these presents and affixed their corporale seals on this 17th day of August 2010
STATE OF NEW JERSEY ss
County of Somerset
On this i 7th day of August 2010 before me a Notary Public of New Jersey personally came Dawn M Chloros to me known to be Assistant Secretary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY the companies which executed the foregoing Power of Attorney and the said Dawn M Chloros being by me duly sworn did depose and say that he is Assistant Secretary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY and knows the corporate seals thereof that the seals affixed to the foregoing Power of Attorney are such corporate seals and were thereto affixed by authority of the By- Laws of said Companies and hat ha signed said Power of Attorney as Assistant Secretary of said Companies by like authority and that he Is acquainted with David B Norris Jr and knows him to be Vice President of said Companies and that the signature of David B Norris Jr subscribed to said Power of Altomey Is ln the genuine handwriting of David B Norris Jr and was thereto subscribed by authority of said By- Laws and In deponents presence
Notarial Seal
KATHERINE J ADElMR NOTARY PUBLIC OF NEW JERSEY
No 2316685 CCIIRmQlon Exp July 16 2014
CERTIFICATION Exlract from the Bymiddot Laws of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY
All powers of attorney for and on behalf of Iha Company may and shall be executed in lhe name and on behalf of the Company either by the Chairman or the President or a Vice President or an Asslslant Vice President jointly with the Secretary or an Assistan1 Secretary under their respective designations The signature of such officers may be engraved printed or lithographed The signature of each of the fotlowing officers Chairman President any Vice President any Assistant Vice Presidenl any Secretary any Assislant Secretary and the seal of the Company may be affixed by facsimile to any power of attorney or to any certificate relating thereto appointing Assistant Secretaries or Attomeys- in- Fact for purposes only of eKeculing and attesting bonds and undertakings and other writings obligatory in the nature thereof and any such power of attorney dr certificate bearing such facsimile signature or lacsimie seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimlle signature and facsimile seal shall be valid and binding upon the Company with respect to any bond or undertaking to which ii is attached
I Dawn M Chloros Assistant Secrelary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY
(the ~companies) do hereby certify Iha
(I) (H)
J31dD0
hJ (lL~ff (1j~W Dawn M Chloros Assistant Secretary
Form 15-10-02258-U (Ed 5-03) CONSENT
TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS 6
ARTICLE 2 CONTRACT PURPOSE AND TERM 12
21 PURPOSE 12
22 EFFECTIVE DATE AND COMMENCEMENT DATE 12
23 TERM 13
ARTICLE 3 COUNTY RESPONSIBILITIES 13
31 DELIVERY OF ACCEPTABLE WASTE 13
32 MANNER OF DELIVERIES 13
33 COOPERATION 13
ARTICLE 4 CONTRACTOR RESPONSIBILITIES 13
41 OWNERSHIP AND TRANSFER OF OWNERSHIP 13
42 CAPITAL IMPROVEMENTS 14
43 PERMITTING AND COMPLIANCE 15
44 ACCEPTANCEOFWASTE 15
45 OPERATING REQUIREMENTS 16
46 HOURS AND DAYS OF OPERATION 17
47 HOLIDAYS 17
48 COUNTY ACCESS 18
49 TRANSPORTATION OF ACCEPTABLE WASTE 18
410 PROCESSING OF RECYCLABLE MATERIALS 18
411 RECORDKEEPING AND REPORTING 18
412 TRANSITION 20
ARTICLE 5 CONTRACTORS COMPENSATION 20
51 BASE RATE 20
52 RATE ADJUSTMENTS 21
53 BILLING AND PAYMENT OF CONTRACTORS FEES 21
Okaloosa County Transfer Contract_ Final Page 2 of 52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS 22
61 ACCEPTABLE WASTE 22
62 SPECIAL WASTE 22
63 CONSTRUCTION AND DEMOLITION DEBRIS 22
64 RECYCLABLE MATERIALS 22
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS 23
71 COUNTY RECYCLABLE MATERIALS 23
72 OTHER RECYCLABLE MATERIALS 25
ARTICLE 8 PERFORMANCE BOND 25
ARTICLE 9 LIQUIDATED DAMAGES 25
ARTICLE 10 DEFAULT AND TERMINATION 27
ARTICLE 11 INSURANCE 28
I II CONTRACTORS INSURANCE 28
112 WORKERS COMPENSATION INSURANCE 30
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE 30
114 LIMITS OF LIABILITY 31
115 NOTICE OF CLAIMS AND LITIGATION 32
116 INDEMNIFICATION AND HOLD HARMLESS 32
117 CERTIFICATES OF INSURANCE 32
118 GENERALTERMS 33
119 UMBRELLA INSURANCE 34
ARTICLE 12 FORCE MAJEURE 34
121 INABILITY TO PERFORM 34
122 EVENTS OF FORCE MAJEURE 35
123 WRITTEN NOTIFICATION 35
Okaloosa County Transfer Contract_Final Page3 of52
ARTICLE 13 TITLE TO WASTE 36
ARTICLE 14 ARBITRATION36
141 ARBITRATION 36
142 INDEPENDENT THIRD PARTY 36
143 AMBIGUITY 37
ARTICLE 15 OTHER TERMS AND CONDITIONS 37
151 WAIVER 37
152 ASSIGNMENT OF AGREEMENT 37
153 SUBCONTRACTORS 37
154 INDEPENDENT CONTRACTOR 38
155 NON-DISCRIMINATION PROVISIONS 38
156 LAW TO GOVERN VENUE JURISDICTION 39
157 ILLEGAL PROVISIONS 39
158 MODIFICATIONS 39
159 PREPARATION OF AGREEMENT 39
1510 REMEDIES CUMULATIVE 39
1511 HEADINGS 40
1512 REPRESENTATIONS OF CONTRACTOR 40
1513 REPRESENTATIONS OF COUNTY 40
1514 REPRESENTATIVES 40
1515 NOTICES 41
1516 ENTIRE AGREEMENT 42
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT 42
EXHIBIT A SPECIAL WAS TE 43
EXHIBIT B REAL PROPERTY WARRANTY DEEDS 46
EXHIBIT C CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO
CONTRACTORS RATE 49
EXHIBIT D SAMPLE AVERAGE MARKET VALUE CALCULATION 50
Okaloosa County Transfer Contract_Final Page4 of52
SOLID WASTE TRANSFER STATION OPERATION AGREEMENT
THIS AGREEMENT is made as of this J)Paay 8~ 2010 by and
between Okaloosa County Florida (the COUNTY) a political subdivision of the State of
Florida and Waste Management Inc ofFlorida (hereinafter refened to as CONTRACTOR) a
corporation duly organized and validly existing under and by virtue of the laws of the State of
Florida and authorized to do business in the State ofFlorida
WITNESSETH
WHEREAS the COUNTY and the CONTRACTOR entered into an agreement dated as of June
2 2000 pursuant to which CONTRACTOR operates transfer stations utilizing state-of-the-rut
techniques and in accordance with the rules and regulations of the Florida Deprutment of
Environmental Protection including but not limited to 62-701801 FAC and all referenced
codes for the purpose of receiving and transporting Solid Waste to a disposal site as provided
therein and
WHEREAS such contract for Solid Waste Transfer Station Operations authorizes the renewal of
said agreement and
WHEREAS the COUNTY and CONTRACTOR desire that CONTRACTOR continue to
operate and manage transfer stations under the te1ms and conditions set fotth in this Agreement
NOW THEREFORE in consideration of the premises contained in this Agreement the patties
hereto intend to be legally bound as follows
Okaloosa County Transfer Contract_Final Page 5 of52
ARTICLE 1 DEFINITIONS
The following words and expressions ( or pronouns used in their stead) shall wherever they
appear in this Agreement be constrned as follows unless a different meaning is clear from the
context Words of the masculine gender shall be deemed and construed to include correlative
words of the feminine and neuter genders Unless the context shall otherwise indicate all words
shall include the plum as well as the singular number and the word person shall include
corporations and associations including public bodies as well as natural persons
Acceptable Waste shall mean Solid Waste including garbage rnbbish refuse residue
incidental amounts of household hazardous waste as permitted by the Florida Department of
Environmental Protection and other discarded solid or semi-solid mate1ials resulting from
domestic commercial industrial recycling resource recovery agricultural and governmental
operations Acceptable Waste also includes Bulk Waste Special Waste (except those defined
under Unacceptable Waste) and Recyclable Materials Acceptable Waste shall not include
regulated Hazardous Waste Medical Waste Biomedical Waste Biological Waste Infectious
Waste and Yard Trash
Agreement shall mean this Agreement including all attachments and amendments thereto
Authorized Representative means the Public Works Director or as othetwise designated in
writing by the Board to represent the COUNTY in the administration and supervision of this
Agreement
Biomedical Waste means any Solid Waste or liquid waste which may present a threat of
infection to humans The term includes but is not limited to non-liquid human tissue and body
parts laboratory and veterinary waste that contain human disease-causing agents used
disposable shaips human blood human blood products body fluids and other materials that in
the opinion of the Department of Health and Rehabilitative Services represent a significant risk
of infection to persons outside the generating facility
Biological Waste means Solid Waste that causes or has the capability of causing disease or
infection and includes but is not limited to Biomedical Waste diseased or dead animals and
other wastes capable of transmitting pathogens to humans or animals
Okaloosa County Transfer Contract_Final Page 6 of52
Board shall mean the Board of County Commissioners of Okaloosa County Florida which is
the governing body of the COUNTY
Bulk Waste shall mean any waste that requires additional management due to its bulk or
weight and shall include Household Furniture treated lumber Electronics bicycles push type
lawn mowers with all oil and gas drained automotive tires and White Goods Bulk Waste does
not include any form of matter or debris resulting from tree removal land clearing land
development or Special Waste as defmed herein
Commencement Date means the first day of the month following the Effective Date of this
Agreement
Commercial Business Establishment means any establishment other than a residential
dwelling apartment complex condominium complex or trailer park and shall be and shall
include but not be limited to all retail professional wholesale and industrial facilities
manufacturing facilities non-profit enterprises governmentalpublic agencies and any other
commercial enterprises offering goods or services to the public
Commercial Waste means any Acceptable Waste generated at a Commercial Business
Establishment
Construction and Demolition Debris means discarded materials generally considered to be
not water-soluble and nonhazardous in nature including but not limited to steel glass brick
concrete asphalt roofing material pipe gypsum wallboard and lumber from the construction or
destruction of a structure as paii of a construction or demolition project or from the renovation of
a structure and including rocks soils tree remains trmiddotees and other vegetative matter that
nmmally results from land clearing or land development operations for a construction project
including such debris from construction of structures at a site remote from the construction or
demolition project site Mixing of Construction and Demolition Debris with other types of Solid
Waste will cause it to be classified as other than Construction and Demolition Debris The term
also includes
(a) Clean cardboard paper plastic wood and metal scraps from a construction project
Okaloosa County Transfer Contract_Final Page7 of52
(b) Except as provided ins 403707(9)(j) Florida Statutes unpainted nontreated wood
scraps from facilities manufacturing materials used for construction of structures or
their components and unpainted nontreated wood pallets provided the wood scraps
and pallets are separated from other Solid Waste where generated and the generator
of such wood scraps or pallets implements reasonable practices of the generating
industry to minimize the commingling of wood scraps or pallets with other Solid
Waste and
(c) De minimus amounts of other nonhazardous wastes that are generated at
construction or destruction projects provided such amounts are consistent with best
management practices of the industry
Contract Year means the time from the Commencement Date through March 31 2012 and
each calendar year thereafter
Costs shall mean the costs of labor materials supplies major rental equipment and tools
other direct costs and allocable indirect costs such as fringe benefits general and administrative
expenses and indirect labor costs
COUNTY shall mean Okaloosa County Florida acting by and tlnmiddotough its Board of County
Commissioners
CPI as used herein shall be the revised Consumer Price Index for All Urban Consumers South
Urban for all items not seasonally adjusted published by the Bureau of Labor Statistics US
Department of Labor 1984-82 = 100 In the event the US Department of Labor Bureau of
Labor Statistics ceases to publish the CPI the parties hereby agree to substitute another equally
authoritative measure of change in the purchasing power of the US dollar as may be then
available
Day shall mean one calendar day when used in this Agreement
Effective Date means the date this Agreement becomes effective when executed by the
parties or when the Board adopts the Ordinance establishing the rates specified herein
whichever later occurs
Okaloosa County Transfer Contract_Final Page 8 of52
Electronics means computers monitors keyboards nnce termmals printers modems
scanners cell phones televisions and copiers and other electronic equipment as directed by the
COUNTY
Franchise Area means the specifically described geographic areas exclusively assigned to a
franchisee for the purpose of residential Solid Waste Yard Trash and Bulk Waste Collection
and if applicable Recyclable Material Collection pursuant to the COUNTYs Residential Solid
Waste and Recycling Collection Franchise Agreement
Fuel Index as used herein shall be the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low
Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) published by the US
Department of Energy Energy Information Administration In the event the US Department of
Energy Energy Information Administration ceases to publish the fuel prices the parties hereby
agree to substitute another equally authoritative measure of change in the purchasing power of
the US dollar as may be then available
Hazardous Waste means Solid Waste or a combination of Solid Wastes (even though it may
be part of delivered load of waste) which because of its quantity concentration or physical
chemical or infectious characteristics may cause or significantly contribute to an increase in
mortality or an increase in serious irreversible or incapacitating reversible illness or may pose a
substantial present or potential hazard to human health or environment when improperly
transported disposed of stored treated or otherwise managed Hazardous Waste shall include
all such waste as defined by the Rules of the Florida Department of Environmental Protection
Chapter 62-730 FAC or 40 Code ofFederal Regulations 261 or both as either or both may be
amended from time to time and to the extent either or both is applicable to the disposal of waste
in Florida Hazardous Waste is not intended to include de minimus amounts of household
hazardous wastes as defined by FAC 62-701100
Household Furniture means all movable compactable articles or apparatus such as chairs
tables sofas mattresses etc for equipping a house
Okaloosa County Transfer Contract_Final Page9 of52
Incorporated Municipalities means those duly Incorporated Municipalities in Okaloosa
County consisting of Cinco Bayou Crestview Destin Fort Walton Beach Laurel Hill Mary
Esther Niceville Shalimar and Valpariso
Independent Third Party means a qualified party mutually acceptable to both the COUNTY
and the CONTRACTOR
Infectious Waste means those wastes which may cause disease or may reasonably be
suspected of harboring pathogenic organisms Included are wastes resulting from the operation
of medical clinics hospitals and other facilities producing wastes which may consist of but are
not limited to diseased human and animal parts contaminated bandages pathological
specimens hypodermic needles contaminated clothing and surgical gloves
Merchant Waste means Acceptable Waste that was collected from locations outside the
COUNTY jurisdictional boundaries Merchant Waste does not include Co=ercial Waste
generated within unincorporated areas of the COUNTY or within Incorporated Municipalities
Recyclable Materials means those materials which are capable of being recycled and which
would otherwise be processed or disposed of as Solid Waste Recyclable Materials shall include
newspapers (including inse1ts ) conugated cardboard mixed paper (including brown paper bags
magazines phonebooks junk mail white and colored paper shredded paper in a bag and
paperboard) aluminum plastic containers and bottles marked with SPI codes 1-7 glass bottles
and jars tin and ferrous cans polycoated containers and other Solid Waste materials added upon
Agreement between the COUNTY and the CONTRACTOR when such materials have been
either dive1ted from the remaining Solid Waste stream or removed prior to their entry into the
remaining Solid Waste stream
Recycling Facility means the facility located adjacent to the Fort Walton Beach Transfer
Station at which Recyclable Materials are delivered for processing andor transport
Required Turn Back Condition means reasonable wear and tear co=ensurate with the time
of use and considering the CONTRACTORs responsibilities for maintenance repair and
replacement
Okaloosa County Transfer Contract_Final Page 10 of52
Solid Waste means garbage rubbish refuse trash clean debris or other similar discarded
material resulting from domestic industrial commercial mining agricultural or governmental
operations It excludes Yard Trash Bulk Waste Recyclable Materials and Special Waste
Special Waste means wastes that can require special handling and management but are not
considered Bulk Waste that are not accepted at a landfill or other disposal facility or that are
accepted at a landfill or other disposal facility at higher rates than are charged for refuse
including but not limited to wastes outlined in Exhibit A
Subcontractor shall mean a person firm or corporation other than employees of
CONTRACTOR who or which contracts with CONTRACTOR to furnish or actually furnishes
labor materials andor equipment for the Facility
Ton means a sh01i ton 2000 pounds (9078 metric tons)
Transfer Stations means the facilities currently located at 630 Martin Luther King Jr Blvd
(Fort Walton Transfer Station) and at the Baker Landfill (Baker Transfer Station) in Okaloosa
County capable of receiving Acceptable Waste for further transfer to a disposal facility for
ultimate disposition
Unacceptable Waste shall mean wastes that are not accepted for Class I disposal These
materials include Infectious Waste and Hazardous Wastes as defined above those wastes
excluded from the definition of Acceptable Wastes and materials exhibiting the following
characteristics
(a) Hazardous placards or markings
(b) Liquids
( c) Powders or dusts
(d) Drums or commercial size containers
( e) Chemical odors
Other unacceptable materials include
(a) Asbestos containing wastes
(b) Ash
Okaloosa County Transfer Contract_Final Page 11 of52
( c) Fluorescent light bulbs
( d) Mercury containing devices
(e) Whole tires
(f) Liquid Wastes
White Goods means discarded washers dryers refrigerators ranges microwave ovens water
heaters freezers small air conditioning units and other similar domestic large appliances
Yard Trash means vegetative matter resulting from landscaping maintenance including
accumulation of lawn grass shrubbery cuttings or clippings and dry leaf rakings palm fronds
small tree branches bushes or shrubs green leaf cuttings fruits or other matter usually created
as refuse in the care of lawns and yards Yard Trash does not include treated wood or any form
of matter or debris resulting from tree removal land clearing land development building
demolition home improvement or waste generated by tree surgeons
ARTICLE 2 CONTRACT PURPOSE AND TERM
21 PURPOSE
The pmpose of this Agreement is to establish the terms and conditions under which
CONTRACTOR shall manage operate and maintain the Transfer Stations
22 EFFECTIVE DATE AND COMMENCEMENT DATE
This Agreement shall become effective when executed by the paities or when the Board
adopts the Ordinance establishing the rates specified herein whichever later occurs The
Commencement Date of service shall be the first Day of the month following the
Effective Date of this Agreement
Okaloosa County Transfer Contract_Final Page 12 of52
23 TERM
The term of this Agreement shall commence on the Effective Date and end on March 31
2016 The term of this Agreement may be renewed for one (1) additional term of five (5)
years commencing at the end of the initial te1m by mutual agreement of the parties
ARTICLE 3 COUNTY RESPONSIBILITIES
31 DELIVERY OF ACCEPTABLE WASTE
The COUNTY or others authorized by the COUNTY shall deliver Acceptable Waste to
the Transfer Stations and Recyclable Materials to the Recycling Facility
32 MANNER OF DELIVERIES
The COUNTY shall grant to CONTRACTOR reasonable authority to deny admission to
the Transfer Stations of any vehicle carrying refuse which may leak spill or allow waste
to be blown or scattered about the Transfer Stations before unloading at the site
33 COOPERATION
COUNTY shall cooperate with CONTRACTOR in CONTRACTORs efforts to obtain
and renew all required permits licenses and approvals shall not appear as an objector in
any proceeding to consider the granting or renewal of such permits licenses or approvals
and shall promptly and reasonably consider any applications by CONTRACTOR
ARTICLE 4 CONTRACTOR RESPONSIBILITIES
41 OWNERSHIP AND TRANSFER OF OWNERSHIP
411 Throughout the full term of this Agreement the CONTRACTOR shall retain
ownership of the Transfer Stations and Recycling Facility At the conclusion of
the full term of the Agreement or in the event of CONTRACTOR default and
Okaloosa County Transfer Contract_Final Page 13 of52
termination by the COUNTY the Baker Transfer Station and all real property at
the Fort Walton Beach Transfer Station and Recycling Facility will be wholly
owned by the COUNTY and CONTRACTOR shall convey in Required Tum
Back Condition good and marketable title to the same to the COUNTY free and
clear of all liens or other encumbrances For the purposes of this Agreement real
property means the Fort Walton Beach Transfer Station and Recycling Facility
property as defined by the warranty deeds in Exhibit B and all physical buildings
and structures thereon including all equipment and fixtures with the exception of
rolling stock
412 In order to establish the Required Turn Back Condition of all real property at the
Transfer Stations and Recycling Facility and the need for repairs or replacements
if any the COUNTY and the CONTRACTOR shall conduct a joint inspection(s)
of the Facilities sites and buildings to include the utilities no later than thirty
(30) Days after the Effective Date of this Agreement The COUNTY and the
CONTRACTOR shall develop a list of any necessary repairs or replacements that
the CONTRACTOR is responsible for paying for andor performing such repairs
or replacements and establish a schedule for completing such work The
condition of the Facilities sites and buildings following completion of such
repairs and replacements shall be the Required Tum Back Condition allowing for
normal wear and tear commensurate with the time of use and considering the
CONTRACTORs responsibilities for maintenance repair and replacement
413 The CONTRACTOR shall maintain and convey at the conclusion of the full term
of this Agreement all real property at the Transfer Stations and Recycling Facility
to the COUNTY in Required Turn Back Condition The COUNTY shall notify
the CONTRACTOR of any deficiencies in the Required Tum Back Condition
and CONTRACTOR shall remedy such deficiencies
42 CAPITAL IMPROVEMENTS
The CONTRACTOR shall be solely responsible for the cost of all capital improvements
to the Transfer Stations and Recycling Facility
Okaloosa County Transfer Contract_Final Page 14 of 52
43 PERMITTING AND COMPLIANCE
The CONTRACTOR shall be responsible for obtaining and maintaining permits
approvals and licenses as are requrred for the operation of the Transfer Stations and
Recycling Facility CONTRACTOR shall operate the facilities in compliance with all
requirements of Federal State and local laws rules ordinances and regulations
applicable to the management of such facilities and as contained in the permits issued
relative to the facilities CONTRACTOR and the COUNTY agree to cooperate fully with
one another within reason in all efforts undertaken pursuant to this paragraph The
CONTRACTOR shall be responsible at its sole cost for the payment of all fines
penalties and citations that the CONTRACTOR may incur
44 ACCEPTANCE OF WASTE
In accordance with applicable operational protocol established by the CONTRACTOR
and with the approval of the COUNTY CONTRACTOR shall provide operate and
maintain facilities for the receipt of Acceptable Waste brought to the Transfer Stations
441 Acceptable Waste The CONTRACTOR shall process Acceptable Waste received
at the Transfer Stations in accordance with applicable Federal State and local
regulations and in a manner which would not be likely to pose a threat to public
health and safety
442 Special Waste CONTRACTOR shall implement a program to identify and
manage Special Waste Any testing or additional charges for the receipt handling
and disposal of Special Waste shall be as agreed between the CONTRACTOR
and the generator or transpmier of the Special Waste
443 Unacceptable Waste The CONTRACTOR shall exercise its best efforts to avoid
the acceptance of Unacceptable Waste at the Transfer Stations The
CONTRACTOR shall process Unacceptable Waste received at the Transfer
Stations in accordance with applicable Federal State and local laws rules
ordinances and regulations and in a manner which would not be likely to pose a
threat to public health and safety The CONTRACTOR shall indemnify the
Okaloosa County Transfer Contract_Final Page 15 of 52
COUNTY for any liability claim or damages imposed as a consequence of
CONTRACTORs failure to process such material in accordance with applicable
Federal State or local regulations Any testing required or additional charges
imposed for the receipt handling and disposal of Special Waste shall be as agreed
between the CONTRACTOR and the generator or transporter of the Unacceptable
Waste
45 OPERATING REQUIREMENTS
451 The CONTRACTOR will provide at CONTRACTORs expense all the utilities
used in operating the Transfer Stations and Recycling Facility At the Baker
Transfer Station the CONTRACTOR shall pre-treat leachate to a pH between 60
and 85 The COUNTY shall transport the treated leachate for further treatment
and disposal
452 The CONTRACTOR shall be responsible for the maintenance and repair of all
real property at the Transfer Stations and Recycling Facility in accordance with
industry and operational standards It shall also be the CONTRACTORs
responsibility to replace all or part of the property fixtures machinery
improvements and equipment as required to maintain the operation and
performance of the Transfer Stations and Recycling Facility including facility
expansion necessary to accommodate increased throughput The CONTRACTOR
shall maintain and or replace as appropriate all rolling stock utilized by the
CONTRACTOR in performance of this Agreement
453 The CONTRACTOR shall specifically establish a procedure for monitoring the
wear on the waste receiving floors and shall establish a repair procedure before
the wear has progressed to the point that further wear could jeopardize the
renewal of the floor surface or involve replacement of the steel reinforcement in
the floor The floor shall be resurfaced by the CONTRACTOR at least once
during the te1m ofthis Agreement
Okaloosa County Transfer Contract_Final Page 16 of 52
454 The CONTRACTOR shall remove Solid Waste from the transfer station tipping
floors in accordance with its operating permits
455 The CONTRACTOR shall operate the facilities to allow for a turnaround time of
not greater than twenty (20) minutes for vehicles delivering waste or Recyclable
Materials
456 The Transfer Stations and Recycling Facility will be maintained in a neat clean
and attractive manner consistent with its function and present a positive public
appearance
457 The CONTRACTOR shall control litter at the Transfer Stations and Recycling
Facility sites Adequate litter control is defined as minimizing litter leaving the
site and the collection of off-site and on-site litter at the end of eve1y business
day
458 The CONTRACTOR shall separate tires White Goods and Electronics delivered
to the Transfer Stations from other waste and place them in separate containers as
provided by the COUNTY
46 HOURS AND DAYS OF OPERATION
The Transfer Stations and Recycling Facility will be open to the public from 600 am
until 500 pm Monday through Friday and 600 am until 1200 noon Saturday The
COUNTY reserves the right to alter the operating hours of the facilities The
FRANCillSEE and COUNTY agree to negotiate a reasonable rate adjustment if such
change in operating hours affects operating costs
47 HOLIDAYS
The CONTRACTOR will close the Transfer Stations and Recycling Facility on the
following holidays New Years Day Thanksgiving and Clumiddotistmas
Okaloosa County Transfer Contract_Final Page 17 of 52
48 COUNTY ACCESS
The CONTRACTOR shall afford reasonable access at any reasonable time to the
Transfer Stations and Recycling Facility by the COUNTY its authorized agents or public
authorities having regulatory jurisdiction over the facilities Such visits shall be
conducted in a manner so as to cause minimum interference with the performance of
CONTRACTOR s responsibilities hereunder All persons conducting such visits shall
provide appropriate identification and shall comply with CONTRACTORs established
safety rules and regulations
49 TRANSPORTATION OF ACCEPTABLE WASTE
The CONTRACTOR shall be responsible for all transportation of Acceptable Waste
except White Goods and tires once it has been accepted for disposal at the Transfer
Stations The CONTRACTOR shall transport Electronics to the COUNTY facility
designated by Authorized Representative The CONTRACTOR may transpmt
Constmction and Demolition Debris to a permitted facility of its choosing The
CONTRACTOR shall transpmt all other Acceptable Waste to the Spring Hill Regional
Landfill and shall have the duty to ensure that the transportation will be performed in
accordance with applicable regulations and will be prompt safe and efficient Upon
approval by the Authorized Representative the CONTRACTOR may transpmt
Acceptable Waste to a different permitted facility If such facility is closer to Okaloosa
County than the Spring Hill Regional Landfill the CONTRACTOR and COUNTY shall
negotiate a co=ensurate rate adjustment
410 PROCESSING OF RECYCLABLE MATERIALS
The CONTRACTOR shall be responsible for all transportation and processmg of
Recyclable Materials accepted at the Recycling Facility
411 RECORDKEEPING AND REPORTING
4111 The CONTRACTOR records required herein shall be maintained in electronic
database format utilizing Microsoft software or in a format approved by the
Okaloosa County Transfer Contract_Final Page 18 of 52
Authorized Representative The databases shall be readily available for inspection
by the COUNTY at any time during normal operating hours and information in
the records shall be shared with the COUNTY upon request
4112 The CONTRACTOR shall weigh and record all inbound and outbound vehicles
carrying materials including transfer trucks at the Fort Walton Beach Transfer
Station and Recycling Facility Each vehicle delivering waste or Recyclable
Materials shall be properly identified and authorized in a manner satisfactory to
the COUNTY and CONTRACTOR Weights of all waste and Recyclable
Materials shall be recorded in the COUNTYs WasteWorks system
4113 The weight of Acceptable Waste and Recyclable Materials shall be determined
using the weigh scales at the facility The CONTRACTOR shall at regular
intervals test the accuracy of the weigh scales such testing shall occur at least
once every ninety (90) Days The test records for the term of this Agreement shall
be kept on file in the scale house at the facility
4114 The CONTRACTOR shall maintain the original weight records that identify the
vehicles the time of weighing( s) and the tare weights of the vehicles for a period
of five (5) years after which CONTRACTOR may dispose of such records The
CONTRACTORs records so developed will be used as a basis for calculating
quantities of waste and Recyclable Materials and shall be subject to review
including spot checking by the COUNTY at its discretion on site or made
available to the COUNTY at such times as it may reasonably request Required
records in this category include but are not limited to itemized statements of the
amount of Acceptable Waste delivered to the Transfer Stations as further defmed
in Article 4
4115 The COUNTY shall be entitled to have its designated representatives at the
Transfer Stations and Recycling Facility at all times and CONTRACTOR shall
designate a suitable site for an office if required by COUNTY The COUNTY
shall further have the right to station its employees at all weigh scales to verify the
Okaloosa County Transfer Contract_Final Page 19 of52
correctness of the weight records and the CONTRACTOR shall provide
reasonable space for said employees
4116 The CONTRACTOR shall provide the Authorized Representative with its internal
tonnage report which shall include all waste delivered to the Transfer Stations
and all Recyclable Materials delivered to the Recycling Facility Tonnage shall
be broken down by material type and source of generationdelivery with all waste
and Recyclable Materials collected within the COUNTYs Franchise Area clearly
noted For Recyclable Materials collected within the COUNTYs Franchise Area
the CONTRACTOR shall provide an estimate of the breakdown of such material
by commodity Such report shall be submitted in electronic format within seven
(7) Days after the end of each month
412 TRANSITION
4121 The CONTRACTOR shall cooperate with the COUNTY or its designated
contractor during any transition period at the end of this Agreement Such
cooperation includes but is not limited to allowing site visits of the facilities by
the COUNTY or its contractor with advance notice and ensuring all facilities are
in Required Tum Back Condition pursuant to Paragraph 41
4122 The CONTRACTOR shall transfer all active facility permits for the Transfer
Stations and Recycling Facility to the COUNTY or its designated contractor as
requested by the COUNTY in a timely manner so as to avoid any disruption of
service
ARTICLES CONTRACTORS COMPENSATION
51 BASE RATE
The combined total rate for Acceptable Waste handling transportation and disposal paid
to the CONTRACTOR by the COUNTY shall be $3677 per Ton ofrep011ed and verified
waste receipts with the exception of Recyclable Materials Special Waste or
Okaloosa County Transfer Contract_Final Page20 of52
Construction and Demolition Debris managed at the facilities This rate shall take effect
on the Commencement Date of this Agreement and shall continue without adjustment
through September 30 2011
52 RATE ADJUSTMENTS
On October I 2011 and October 1 of each subsequent Contract Year of this Agreement
the CONTRACTORs base rate as provided in Paragraph 51 shall be adjusted
accmding to the following methodology as further explained in Exhibit C seventy
percent (70) of the rate shall be adjusted based on seventy-five percent (75) of the
percentage change in the CPI for the twelve (12) months ending on the preceding June
30ili and thirty percent (30) of the rate shall be adjusted based on the percent change in
the US Department of Energy Fuel Index for the previous twelve (12) months ending on
the preceding June 30ili The total rate adjustment each year may not exceed two percent
(2) of the previous years rates
53 BILLING AND PAYMENT OF CONTRACTORS FEES
531 CONTRACTOR shall keep records of all Acceptable Waste received at the
Transfer Stations as described herein
532 CONTRACTOR shall invoice the COUNTY monthly for the handling
transportation and disposal fees as set forth herein for Acceptable Waste
received at the Transfer Stations This invoice must include detailed information
regarding waste receipts including Solid Waste Bulk Waste Special Waste
Recyclable Material Unacceptable Waste and Merchant Waste in a format
approved by the Authorized Representative Only waste receipts reported using
this format and verified by the COUNTY will be paid COUNTY shall pay such
invoices within thirty (30) Days from the date of invoice or request additional
info1mation if adequate information is not provided
Okaloosa County Transfer Contract_Final Page 21 of52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS
COUNTY shall be responsible for the setting and collection of charges associated with all waste
receipts except as provided herein
61 ACCEPTABLE WASTE
The rates charged for Acceptable Waste will be as established by COUNTY Ordinance
No 00-08 and any amendments thereto If a waste load is too small to be accurately
weighed by the Transfer Stations weigh scales a flat rate shall be charged to the
customer per vehicle as established by COUNTY Ordinance No 00-08 and any
amendments thereto
62 SPECIAL WASTE
CONTRACTOR shall be responsible for setting rates associated with Special Waste
63 CONSTRUCTION AND DEMOLITION DEBRIS
CONTRACTOR shall use its best efforts to deliver a mmnnum of 1000 Tons of
Construction and Demolition Debris (CampD) per month to the Transfer Stations
collectively The COUNTY shall charge the CONTRACTOR a Ten Dollar ($1000) per
Ton host fee for all CampD material delivered to the Transfer Stations This CampD material
shall not be subject to any additional charges or Costs including tipping fees by the
COUNTY to the CONTRACTOR
64 RECYCLABLE MATERIALS
Recyclable Materials delivered by or on behalf of the COUNTY Incorporated
Municipalities or by private citizens directly or collected by the CONTRACTOR from
Commercial Business Establishments in the COUNTY will be accepted at no charge
The CONTRACTOR may negotiate Recyclable Materials processing fees with other
entities delivering such materials to the Recycling Facility
Okaloosa County Transfer Contract_ Final Page22 of52
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS
71 COUNTY RECYCLABLE MATERIALS
The CONTRACTOR shall pay the COUNTY revenue for each Ton of Recyclable
Materials delivered by or on behalf of the COUNTY to the Recycling Facility as follows
711 Each month the CONTRACTOR shall calculate the Average Market Value
(AMV) of Recyclable Materials defined as the sum of commodity prices (US
Dollar per Ton) posted on the first week of the month for the Southeast USA in
SecondaryMaterialsPricingcom and SecondaryFiberPricingcom multiplied by
the composition of the Recyclable Materials as defmed in Table 1 Exhibit D
provides an example ofthis calculation
Table 1
Composition ofRecyclable Materials and Market Indexes for Determining AMV
lVIaterial Index Description Percentale Newspaper (ONP) PSI 8 Baled FOB sellers dock 5260 Corrugated Cardboard (OCC) PSI 11 Baled FOB sellers dock 1130 Mixed Paper PSI 1 Baled FOB sellers dock 460 Aseptic Containers NIA 000 Aluminum Cans Aluminum Cans Sorted and Baled Delivered 170 Steel Cans Steel Cans Sorted and Baled Delivered 230 PET PET Baled Picked Up 460 HDPE (Natural) Natural HDPE Baled Picked Uo 090 HDPE (Colored) Colored HDPE Baled Picked Up 180 Clear Glass Flint Delivered 830 Green Glass Green Delivered 450 Brown Glass Amber Delivered 490 Contamination NIA 250
712 Each month the CONTRACTOR shall pay revenue to the COUNTY based on
the AMV equal to the total Tons of Recyclable Materials delivered by or on
behalf of the COUNTY multiplied by the revenue payment in Table 2 The
revenue payment in Column A will be in effect through March 31 2013 and that
in Column B will be in effect after that date If a Mate1ials Recovery Facility
Okaloosa County Transfer Contract_Final Page23 of52
(MRF) is developed by the CONTRACTOR within a 200 mile radius of the
COUNTY prior to March 31 2013 the revenue payment in Column B will go
into effect when such MRF becomes operational
Table 2
Per Ton Revenue Payment to COUNTY Based on AMV
Avera2e Market Value COLUMN A COLUMNB
Low Hi2h
Revenue Payment to COUNTY ($Ton)
until March 31 2013
Revenue Payment to COUNTY($Ton)
after March 31 2013 lt$8001 $9000 $2000 $2000
$9001 $10000 $2000 $2500
$10001 $11000 $2000 $3000 $11001 $12000 $2000 $3500
$12001 $13000 $2500 $4000
$13001 $14000 $3000 $4500 $14001 $15000 $3500 $5000 $15001 $16000 $4000 $5500 $16001 $17000 $4500 $6000
$17001 $18000 $5000 $6500 $18001 $19000 $5500 $7000 $19001 $20000 $6000 $7500
$20001 $21000 $6500 $8000 $21001 $22000 $7000 $8500
$22001 gt$23000 $7500 $9000
713 No later than the fifteenth (15th) Day of each month the CONTRACTOR shall
submit a Monthly Payment Report in a format approved by the Authorized
Representative for the previous calendar month detailing the calculation of each
revenue payment and the total revenue payment due to the COUNTY Said
revenue payment shall be remitted to the COUNTY within thirty (30) Days from
the end of the month for which the payment is being made
714 The CONTRACTOR may request a study to measure the composition of
Recyclable Materials utilized to calculate the AMV pursuant to Paragraph 7 1
Okaloosa County Transfer Contract_Final Page 24 of52
Table I of this Agreement such request being subject to approval by the
COUNTY If approved by the COUNTY the CONTRACTOR and COUNTY
shall jointly develop a methodology and cost estimate to conduct the composition
study The final methodology and selection of the Independent Third Party to
conduct the study must be approved by the Authorized Representative The
parties shall share equally in paying for the cost of the study Study results are
subject to final approval by the Authorized Representative Once approved
adjustments to the composition of Recyclable Materials shall become effective for
the following month and remainder of the term of the Agreement or until further
adjusted in accordance with this article
72 OTHER RECYCLABLE MATERIALS
The CONTRACTOR will remit $20 per Ton of Recyclable Material received at the
Recycling Facility that is not subject to Paragraph 71 with the exception of Recyclable
Materials not generated in Okaloosa County
ARTICLE 8 PERFORMANCE BOND
The CONTRACTOR shall furnish to the COUNTY a performance bond issued by a surety
licensed to do business in the State of Florida for the faithful performance of the Agreement and
all obligations arising hereunder The performance bond shall be made payable in favor of
Okaloosa County Florida or in lieu thereof pay to the COUNTY the sum of $200000000 A
complete bond shall be issued at least thirty (30) Days prior to the Commencement Date of this
Agreement
ARTICLE 9 LIQUIDATED DAMAGES
If the CONTRACTOR does not substantially fulfill its obligations under this Agreement the
COUNTY shall provide written notice to the CONTRACTOR of specific areas of deficiency
Examples of such deficiencies include but are not limited to the following
Okaloosa County Transfer Contract_Final Page 25 of 52
(a) Violation of environmental laws
(b) Inadequate litter control at the Transfer Stations andor the Recycling Facility Adequate
litter control is defined as minimizing litter leaving the site and the collection of off-site
and on-site litter at the end of every business day
(c) Failure to remove Solid Waste from the transfer station tipping floor in accordance with
FRANCHISEEs operating permits
(d) Other conditions created by the CONTRACTOR that could impact public health and
safety and
(e) Poor maintenance of the Transfer Stations and Recycling Facility and equipment
resulting in a poor public image of the facilities
The CONTRACTOR shall initiate reasonable steps to correct these deficiencies within seventyshy
two (72) hours of written notice If the CONTRACTOR does not initiate reasonable steps within
seventy-two (72) hours the COUNTY may at its discretion impose liquidated damages of $500
per Day until deficiencies are satisfactorily con-ected as determined by the COUNTY If the
CONTRACTOR has not con-ected these deficiencies within thirty (30) Days of receipt of written
notice the CONTRACTOR will be considered in default of the Agreement and the COUNTY
may terminate this Agreement and recover damages in the full amount of the performance bond
The COUNTY may assess liquidated damages pursuant to this Aliicle on a monthly basis and
shall at the end of each month notify the CONTRACTOR in writing of the liquidated damages
assessed and the basis for each assessment In the event the CONTRACTOR wishes to contest
such assessment(s) the CONTRACTOR shall within five (5) Days after receiving such notice
request in writing an opportunity to be heaimiddotd by the Board and present its defense to such
assessment(s)
The COUNTYs Authorized Representative shall notify the CONTRACTOR in writing of any
action taken with respect to CONTRACTORs claims and the decision of the Board will be final
Okaloosa County Transfer Contract_Final Page 26 of 52
ARTICLE 10 DEFAULT AND TERMINATION
The COUNTY may terminate this Agreement except as otherwise provided below in this
paragraph by giving CONTRACTOR fifteen (15) Days advance written notice upon the
happening of any one of the following events
(a) The CONTRACTOR fails to remedy deficiencies as noted in Article 9 within
thirty (30) Days of receipt ofwritten notice by the COUNTY
(b) The CONTRACTOR takes the benefit of any present or future insolvency statute
or shall make a general assigmnent for the benefit of creditors or file a voluntary
petition in bankruptcy or a petition or answer seeking readjustment of its
indebtedness under the Federal United States or any state thereof or consent to
the appointment or a receiver trustee or liquidator of all or substantially all of its
property or
(c) By order or decree of a court the CONTRACTOR shall be adjudged bankrupt or
an order shall be made approving a petition filed by any of its creditors or by any
of the Stockholders of the CONTRACTOR seeking its reorganization or the
readjustment of its indebtedness under federal bankrnptcy laws or under any law
of statute of the United States or of any state thereof provided that if any such
judgment is stayed or vacated within sixty ( 60) Days after the entry thereof any
notice of cancellation shall be and become null void and of no effect or
(d) By or pursuant to or under authority of any legislative act resolution or rule or
any order or decree of any cornt or government board agency or office having
jurisdiction a receiver trustee or liquidator shall take possession or control of all
or substantially all of the property of the CONTRACTOR and such possession of
control shall continue in effect for a period of sixty ( 60) Days or
(e) The CONTRACTOR shall voluntarily abandon desert or discontinue its
operation hereunder granted
Okaloosa County Transfer Contract_Final Page 27 of52
Then such shall be considered a material breach of this Agreement and the Authorized
Representative shall notify the CONTRACTOR in writing of the breach If within a period of
fifteen (15) Days the CONTRACTOR has not eliminated the conditions considered to be a
breach of contract or having so co=enced shall fail thereafter to continue with diligence the
cming thereof the Authorized Representative shall notify the Board
After these fifteen (15) Days the COUNTY can cause the CONTRACTOR to be obligated to pay
the COUNTY the amount specified in the bond and has the authority to terminate this
Agreement
ARTICLE 11 INSURANCE
111 CONTRACTORS INSURANCE
1111 The CONTRACTOR shall not co=ence any work in connection with this
Agreement until he has obtained all required insurance and such insurance has
been approved by the Okaloosa County Risk Management Director
1112 All insurance policies shall be with insurers licensed to do business in the State of
Florida and any insuring company is required to have a rnininimn rating of A
Class X in the Best Key Rating Guide published A M Best amp Co Inc
1113 All insurance shall include the interest of all entities names in and its respective
agents consultants servants and employees of each and all other interests as may
be reasonably required by Okaloosa County as Additional Insured The coverage
afforded the Additional Insured under this policy shall be primary insurance If
the Additional Insured have other insurance that is applicable to the loss such
other insurance shall be on an excess or contingent basis The amount of the
companys liability under this policy shall not be reduced by the existence of such
other insurance
Okaloosa County Transfer Contract_Final Page 28 of 52
1114 The County of Okaloosa shall be listed as Additional Insured by policy
endorsement on all insurance contracts applicable to this Agreement except
Workers Compensation and Professional Liability
1115 The County of Okaloosa shall be furnished proof of coverage by certificates of
insurance (COI) and endorsements for every applicable insurance contract
required by this Agreement The COI s and policy endorsements must be
delivered to the Autho1ized Representative not less than ten (10) Days prior to the
commencement of any and all contractual agreements between the County of
Okaloosa and the CONTRACTOR
1116 The COUNTY shall retain the right to reject all insurance contracts that do not
meet the requirement of this Agreement Further the COUNTY reserves the right
to change these insurance requirements with 60-Day notice to the
CONTRACTOR
1117 The insurance definition of Insured or Additional Insured shall include
Subcontractors Sub-subcontractors and any associated or subsidiary companies
of the CONTRACTOR which are involved and which is a part of the contract
1118 The COUNTY reserves the right at any time to require the CONTRACTOR to
provide certified copies of any insurance policies to document the insurance
coverage specified in this Agreement
1119 The designation of CONTRACTOR shall include any associated or subsidiary
company which is involved and is a part of the contract and such if any
associated or subsidiary company involved in the project must be named in the
Workers Compensation coverage
111IOAll policies shall be written so that the COUNTY will be notified of cancellation
or restrictive amendments at least thirty (30) Days prior to the effective date of
such cancellation or amendment Such notice shall be given directly to the
Authorized Representative
Okaloosa County Transfer Contract_Final Page 29 of 52
112 WORKERS COMPENSATION INSURANCE
1121 The CONTRACTOR shall secure and maintain during the life of this agreement
Workers Compensation insurance for all of his employees employed for the
project or any site connected with the work including supervision administration
or management of this project and in case any work is sublet with the approval
of the County of Okaloosa the CONTRACTOR shall require the Subcontractor
similarly to provide Workers Compensation insurance for all employees
employed at the site of the project and such evidence of insurance shall be
furnished the County of Okaloosa not less than ten (10) Days prior to the
conunencement of any and all subcontractual agreements which have been
approved by the County of Okaloosa
1122 Such insurance shall comply with the Florida Workers Compensation Law
1123 No class of employee including the CONTRACTOR himself shall be excluded
from the Workers Compensation insurance coverage The Workers
Compensation insurance shall also include Employers Liability coverage
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE
1131 The CONTRACTOR shall maintain Business Automobile Liability insurance
coverage throughout the life of this Agreement The insurance shall include
Owned Non-owned amp Hired Motor Vehicle coverage
1132 The CONTRACTOR shall carry other Conunercial General Liability insurance
against all other Bodily Injury Property Damage and Personal and Advertising
Injury exposures The coverage shall include both On- and Off-Premises
Operations Contractual Liability Board Form Property Damage and
Professional Liability
1133 All liability insurance ( other than Professional Liability) shall be written on an
occurrence basis and shall not be written on a claim-made basis If the insurance
Okaloosa County Transfer Contract~Final Page 30 of 52
is issued with an aggregate limit of liability the aggregate limit of liability shall
apply only to the locations included in this Agreement If as the result of any
claims or other reasons the available limits of insurance reduce to less than those
stated in the Limits of Liability the CONTRACTOR shall notify the Authorized
Representative in writing The CONTRACTOR shall purchase additional liability
insurance to maintain the requirements established in this Agreement Umbrella
or Excess Liability insurance can be purchased to meet the Limits of Liability
specified in this Agreement
1134 Commercial General Liability coverage shall be endorsed to include the
following
Premises - Operation Liability
Occurrence Bodily Injmy and Property Damage Liability
Independent CONTRACTORs Liability
Completed Operations and Products Liability
1135 CONTRACTOR shall agree to keep in continuous force Commercial General
Liability coverage including Completed Operations and Products Liability for two
(2) years beyond acceptance ofproject
114 LIMITS OF LIABILITY
The insurance required shall be written for not less than the following or greater if
required by law and shall include Employers liability with limits as prescribed in this
contract
LIMIT
A Workers Compensation
(1) State Statut01y
(2) Employers Liability $1000000 each accident
B Business Automobile amp Commercial $1000000 each occurrence
General Liability Insurance (A combined single limit)
C Personal and Adve1tising Injury $250000
D Pollution Liability $10000000 each occurrence
Okaloosa County Transfer Contract_Final Page 31 of 52
115 NOTICE OF CLAIMS AND LITIGATION
The CONTRACTOR agrees to report any incident or claim that results from performance
of this Agreement The COUNTY representative shall receive written notice in the form
of a detailed written repmi describing the incident or claim within ten ( 10) Days of the
CONTRACTORs knowledge In the event such incident or claim involves injury andor
property damage to a third party verbal notification shall be given the same Day the
CONTRACTOR becomes aware of the incident or claim followed by a written detailed
report within ten (10) Days of verbal notification
116 INDEMNIFICATION AND HOLD HARMLESS
To the fullest extent permitted by law CONTRACTOR shall indemnify and hold
harmless COUNTY its officers and employees from liabilities damages losses and
Costs including but not limited to reasonable attorney fees to the extent caused by the
negligence recklessness or intentional wrongful conduct of the CONTRACTOR and
other persons employed or utilized by the CONTRACTOR in the performance of this
contract
117 CERTIFICATES OF INSURANCE
1171 Certificates of insurance in duplicate indicating the job site and evidencing all
required coverage must be submitted to and approved by Okaloosa County prior
to the commencement of any of the work The certificate holder(s) shall be as
follows
Okaloosa County
602-C No1ih Pearl Street
Crestview Florida 32536
1172 All policies shall expressly require thirty (30) Days written notice to Okaloosa
County at the address set out above or the cancellations of material alterations of
such policies and the Certificates of Insurance shall so provide
Okaloosa County Transfer Contract_Final Page32 of52
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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LFGAL DFSCRIPrION PARCEL B BEGINNING at the concrete monument marking (1980 JilFB) the NW corner of the NE of Section 8 Township 2 South Range 24 West Okaloosa OJunty Florida run S88deg20 14811 E along the north boijndary thereof 62500 feet to a concrete monunent numbered 3501 tBence S03 001 l81W 46000 feet to a concrete monument numbered 3501 thence N88 2048W 62500 feet to a concrete monument num~red 3501 on the west boundary of the aforesaid NE~ of Section 8 thence N03 0018E along said west boindary 46000 feet to the POINT OF BEGINNING Containing 660 acres more or less middot
Togtlhff WlH apparialnlRQ
To llaue and to Bold 1 r ff Bod th gPIWOr h-b oo-- wllfa ald a~ 1Jm U t lcwuil bullefud ol Mid land tn bull
bnp1 IIal II lo good ~hi J lwul owlori1 lo ll J con- 4JJ IonI Ml U _ vll _ n111u 11a ml fo rdd kI iiil w-lU df=rd tL ==-~~ ~e ~ Luof2J c~ of all~ wAaRUatNr
and duat old land t Ne ol cU encwnLroncu FLORIDA DOCUMENTARY STAMP TAX REQUIRED BY LAW IN THE AMOUNT OF IJVe(Sdeg1AS BEEN P bull NEWMAN C BR CKIN CLERK OKAL COU TY B DC
~0~~ ohn wbull MingerL ExecbullVice Pres-middotmiddotmiddot
IPACl ULOW 01 IKO-flgtIH VU
I HERampBY CERTIFY thn on thibull dar bdou me an officer dulr authoriud in 1hc Stilt aforuald and in the County alorruid to ukc ucknowlrd~mn11 pcnonbullllr appnrtd
John w Minger Exec Vice Pres Northgate Developnent Ompany Inc
RCD1 OCT 23 1989 NEWMAN C BRACKIN
FILElt 1058478 OKALOOSA COUNTYFL0R1DA
r Waste Management Inc of Florida
w~o11 poatollH addra U 500 Cypress Creek Road West Suite 300 Fort Lauderdale Florida 33309
I
t
I
l I [ L_) middot
r r
I 251 PM f-
CLERK i
-
EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
----
POWER Federal Insurance Company Attn Surety DepartmentChubb OF Vigilant Insurance Company 15 Mountain View Road Surety AITORNEY Pacific Indemnity Company Warren NJ 07059
CHUBB
Know All by These Presents That FEDERAL INSURANCE COMPANY an Indiana corporation VIGILANT INSURANCE COMPANY a New York cor]Joration and PACIFIC INDEMNITY COMPANY a Wisconsin corporation do each hereby constitute and appoint Joseph Aulbert Marc W Boots Richard Covington Joy Durham Stephanie Gunderson Vickie Lacy Heather Noles P T Osburn and Maria D Zuniga of Housfon Texasmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot-middotmiddotmiddot-middotmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddot-middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot--middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot
each as their true and lawful Attorneymiddot Inmiddot Fact lo execute under such designation in their names and 1o affix their corporate seals to and deliver for and on their behalf as surety thereon or otherwise bonds and undertakings and other writings obligatoiy in the nature thereof other lhan ball bonds) given or executed in the course of business and any Instruments amending or altering lhe same and consents to the modification or alteration of any instrument referred to in said bonds or obligations
In Wllness Whereof said FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY have each executed and attested these presents and affixed their corporale seals on this 17th day of August 2010
STATE OF NEW JERSEY ss
County of Somerset
On this i 7th day of August 2010 before me a Notary Public of New Jersey personally came Dawn M Chloros to me known to be Assistant Secretary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY the companies which executed the foregoing Power of Attorney and the said Dawn M Chloros being by me duly sworn did depose and say that he is Assistant Secretary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY and knows the corporate seals thereof that the seals affixed to the foregoing Power of Attorney are such corporate seals and were thereto affixed by authority of the By- Laws of said Companies and hat ha signed said Power of Attorney as Assistant Secretary of said Companies by like authority and that he Is acquainted with David B Norris Jr and knows him to be Vice President of said Companies and that the signature of David B Norris Jr subscribed to said Power of Altomey Is ln the genuine handwriting of David B Norris Jr and was thereto subscribed by authority of said By- Laws and In deponents presence
Notarial Seal
KATHERINE J ADElMR NOTARY PUBLIC OF NEW JERSEY
No 2316685 CCIIRmQlon Exp July 16 2014
CERTIFICATION Exlract from the Bymiddot Laws of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY
All powers of attorney for and on behalf of Iha Company may and shall be executed in lhe name and on behalf of the Company either by the Chairman or the President or a Vice President or an Asslslant Vice President jointly with the Secretary or an Assistan1 Secretary under their respective designations The signature of such officers may be engraved printed or lithographed The signature of each of the fotlowing officers Chairman President any Vice President any Assistant Vice Presidenl any Secretary any Assislant Secretary and the seal of the Company may be affixed by facsimile to any power of attorney or to any certificate relating thereto appointing Assistant Secretaries or Attomeys- in- Fact for purposes only of eKeculing and attesting bonds and undertakings and other writings obligatory in the nature thereof and any such power of attorney dr certificate bearing such facsimile signature or lacsimie seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimlle signature and facsimile seal shall be valid and binding upon the Company with respect to any bond or undertaking to which ii is attached
I Dawn M Chloros Assistant Secrelary of FEDERAL INSURANCE COMPANY VIGILANT INSURANCE COMPANY and PACIFIC INDEMNITY COMPANY
(the ~companies) do hereby certify Iha
(I) (H)
J31dD0
hJ (lL~ff (1j~W Dawn M Chloros Assistant Secretary
Form 15-10-02258-U (Ed 5-03) CONSENT
TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS 6
ARTICLE 2 CONTRACT PURPOSE AND TERM 12
21 PURPOSE 12
22 EFFECTIVE DATE AND COMMENCEMENT DATE 12
23 TERM 13
ARTICLE 3 COUNTY RESPONSIBILITIES 13
31 DELIVERY OF ACCEPTABLE WASTE 13
32 MANNER OF DELIVERIES 13
33 COOPERATION 13
ARTICLE 4 CONTRACTOR RESPONSIBILITIES 13
41 OWNERSHIP AND TRANSFER OF OWNERSHIP 13
42 CAPITAL IMPROVEMENTS 14
43 PERMITTING AND COMPLIANCE 15
44 ACCEPTANCEOFWASTE 15
45 OPERATING REQUIREMENTS 16
46 HOURS AND DAYS OF OPERATION 17
47 HOLIDAYS 17
48 COUNTY ACCESS 18
49 TRANSPORTATION OF ACCEPTABLE WASTE 18
410 PROCESSING OF RECYCLABLE MATERIALS 18
411 RECORDKEEPING AND REPORTING 18
412 TRANSITION 20
ARTICLE 5 CONTRACTORS COMPENSATION 20
51 BASE RATE 20
52 RATE ADJUSTMENTS 21
53 BILLING AND PAYMENT OF CONTRACTORS FEES 21
Okaloosa County Transfer Contract_ Final Page 2 of 52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS 22
61 ACCEPTABLE WASTE 22
62 SPECIAL WASTE 22
63 CONSTRUCTION AND DEMOLITION DEBRIS 22
64 RECYCLABLE MATERIALS 22
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS 23
71 COUNTY RECYCLABLE MATERIALS 23
72 OTHER RECYCLABLE MATERIALS 25
ARTICLE 8 PERFORMANCE BOND 25
ARTICLE 9 LIQUIDATED DAMAGES 25
ARTICLE 10 DEFAULT AND TERMINATION 27
ARTICLE 11 INSURANCE 28
I II CONTRACTORS INSURANCE 28
112 WORKERS COMPENSATION INSURANCE 30
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE 30
114 LIMITS OF LIABILITY 31
115 NOTICE OF CLAIMS AND LITIGATION 32
116 INDEMNIFICATION AND HOLD HARMLESS 32
117 CERTIFICATES OF INSURANCE 32
118 GENERALTERMS 33
119 UMBRELLA INSURANCE 34
ARTICLE 12 FORCE MAJEURE 34
121 INABILITY TO PERFORM 34
122 EVENTS OF FORCE MAJEURE 35
123 WRITTEN NOTIFICATION 35
Okaloosa County Transfer Contract_Final Page3 of52
ARTICLE 13 TITLE TO WASTE 36
ARTICLE 14 ARBITRATION36
141 ARBITRATION 36
142 INDEPENDENT THIRD PARTY 36
143 AMBIGUITY 37
ARTICLE 15 OTHER TERMS AND CONDITIONS 37
151 WAIVER 37
152 ASSIGNMENT OF AGREEMENT 37
153 SUBCONTRACTORS 37
154 INDEPENDENT CONTRACTOR 38
155 NON-DISCRIMINATION PROVISIONS 38
156 LAW TO GOVERN VENUE JURISDICTION 39
157 ILLEGAL PROVISIONS 39
158 MODIFICATIONS 39
159 PREPARATION OF AGREEMENT 39
1510 REMEDIES CUMULATIVE 39
1511 HEADINGS 40
1512 REPRESENTATIONS OF CONTRACTOR 40
1513 REPRESENTATIONS OF COUNTY 40
1514 REPRESENTATIVES 40
1515 NOTICES 41
1516 ENTIRE AGREEMENT 42
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT 42
EXHIBIT A SPECIAL WAS TE 43
EXHIBIT B REAL PROPERTY WARRANTY DEEDS 46
EXHIBIT C CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO
CONTRACTORS RATE 49
EXHIBIT D SAMPLE AVERAGE MARKET VALUE CALCULATION 50
Okaloosa County Transfer Contract_Final Page4 of52
SOLID WASTE TRANSFER STATION OPERATION AGREEMENT
THIS AGREEMENT is made as of this J)Paay 8~ 2010 by and
between Okaloosa County Florida (the COUNTY) a political subdivision of the State of
Florida and Waste Management Inc ofFlorida (hereinafter refened to as CONTRACTOR) a
corporation duly organized and validly existing under and by virtue of the laws of the State of
Florida and authorized to do business in the State ofFlorida
WITNESSETH
WHEREAS the COUNTY and the CONTRACTOR entered into an agreement dated as of June
2 2000 pursuant to which CONTRACTOR operates transfer stations utilizing state-of-the-rut
techniques and in accordance with the rules and regulations of the Florida Deprutment of
Environmental Protection including but not limited to 62-701801 FAC and all referenced
codes for the purpose of receiving and transporting Solid Waste to a disposal site as provided
therein and
WHEREAS such contract for Solid Waste Transfer Station Operations authorizes the renewal of
said agreement and
WHEREAS the COUNTY and CONTRACTOR desire that CONTRACTOR continue to
operate and manage transfer stations under the te1ms and conditions set fotth in this Agreement
NOW THEREFORE in consideration of the premises contained in this Agreement the patties
hereto intend to be legally bound as follows
Okaloosa County Transfer Contract_Final Page 5 of52
ARTICLE 1 DEFINITIONS
The following words and expressions ( or pronouns used in their stead) shall wherever they
appear in this Agreement be constrned as follows unless a different meaning is clear from the
context Words of the masculine gender shall be deemed and construed to include correlative
words of the feminine and neuter genders Unless the context shall otherwise indicate all words
shall include the plum as well as the singular number and the word person shall include
corporations and associations including public bodies as well as natural persons
Acceptable Waste shall mean Solid Waste including garbage rnbbish refuse residue
incidental amounts of household hazardous waste as permitted by the Florida Department of
Environmental Protection and other discarded solid or semi-solid mate1ials resulting from
domestic commercial industrial recycling resource recovery agricultural and governmental
operations Acceptable Waste also includes Bulk Waste Special Waste (except those defined
under Unacceptable Waste) and Recyclable Materials Acceptable Waste shall not include
regulated Hazardous Waste Medical Waste Biomedical Waste Biological Waste Infectious
Waste and Yard Trash
Agreement shall mean this Agreement including all attachments and amendments thereto
Authorized Representative means the Public Works Director or as othetwise designated in
writing by the Board to represent the COUNTY in the administration and supervision of this
Agreement
Biomedical Waste means any Solid Waste or liquid waste which may present a threat of
infection to humans The term includes but is not limited to non-liquid human tissue and body
parts laboratory and veterinary waste that contain human disease-causing agents used
disposable shaips human blood human blood products body fluids and other materials that in
the opinion of the Department of Health and Rehabilitative Services represent a significant risk
of infection to persons outside the generating facility
Biological Waste means Solid Waste that causes or has the capability of causing disease or
infection and includes but is not limited to Biomedical Waste diseased or dead animals and
other wastes capable of transmitting pathogens to humans or animals
Okaloosa County Transfer Contract_Final Page 6 of52
Board shall mean the Board of County Commissioners of Okaloosa County Florida which is
the governing body of the COUNTY
Bulk Waste shall mean any waste that requires additional management due to its bulk or
weight and shall include Household Furniture treated lumber Electronics bicycles push type
lawn mowers with all oil and gas drained automotive tires and White Goods Bulk Waste does
not include any form of matter or debris resulting from tree removal land clearing land
development or Special Waste as defmed herein
Commencement Date means the first day of the month following the Effective Date of this
Agreement
Commercial Business Establishment means any establishment other than a residential
dwelling apartment complex condominium complex or trailer park and shall be and shall
include but not be limited to all retail professional wholesale and industrial facilities
manufacturing facilities non-profit enterprises governmentalpublic agencies and any other
commercial enterprises offering goods or services to the public
Commercial Waste means any Acceptable Waste generated at a Commercial Business
Establishment
Construction and Demolition Debris means discarded materials generally considered to be
not water-soluble and nonhazardous in nature including but not limited to steel glass brick
concrete asphalt roofing material pipe gypsum wallboard and lumber from the construction or
destruction of a structure as paii of a construction or demolition project or from the renovation of
a structure and including rocks soils tree remains trmiddotees and other vegetative matter that
nmmally results from land clearing or land development operations for a construction project
including such debris from construction of structures at a site remote from the construction or
demolition project site Mixing of Construction and Demolition Debris with other types of Solid
Waste will cause it to be classified as other than Construction and Demolition Debris The term
also includes
(a) Clean cardboard paper plastic wood and metal scraps from a construction project
Okaloosa County Transfer Contract_Final Page7 of52
(b) Except as provided ins 403707(9)(j) Florida Statutes unpainted nontreated wood
scraps from facilities manufacturing materials used for construction of structures or
their components and unpainted nontreated wood pallets provided the wood scraps
and pallets are separated from other Solid Waste where generated and the generator
of such wood scraps or pallets implements reasonable practices of the generating
industry to minimize the commingling of wood scraps or pallets with other Solid
Waste and
(c) De minimus amounts of other nonhazardous wastes that are generated at
construction or destruction projects provided such amounts are consistent with best
management practices of the industry
Contract Year means the time from the Commencement Date through March 31 2012 and
each calendar year thereafter
Costs shall mean the costs of labor materials supplies major rental equipment and tools
other direct costs and allocable indirect costs such as fringe benefits general and administrative
expenses and indirect labor costs
COUNTY shall mean Okaloosa County Florida acting by and tlnmiddotough its Board of County
Commissioners
CPI as used herein shall be the revised Consumer Price Index for All Urban Consumers South
Urban for all items not seasonally adjusted published by the Bureau of Labor Statistics US
Department of Labor 1984-82 = 100 In the event the US Department of Labor Bureau of
Labor Statistics ceases to publish the CPI the parties hereby agree to substitute another equally
authoritative measure of change in the purchasing power of the US dollar as may be then
available
Day shall mean one calendar day when used in this Agreement
Effective Date means the date this Agreement becomes effective when executed by the
parties or when the Board adopts the Ordinance establishing the rates specified herein
whichever later occurs
Okaloosa County Transfer Contract_Final Page 8 of52
Electronics means computers monitors keyboards nnce termmals printers modems
scanners cell phones televisions and copiers and other electronic equipment as directed by the
COUNTY
Franchise Area means the specifically described geographic areas exclusively assigned to a
franchisee for the purpose of residential Solid Waste Yard Trash and Bulk Waste Collection
and if applicable Recyclable Material Collection pursuant to the COUNTYs Residential Solid
Waste and Recycling Collection Franchise Agreement
Fuel Index as used herein shall be the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low
Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) published by the US
Department of Energy Energy Information Administration In the event the US Department of
Energy Energy Information Administration ceases to publish the fuel prices the parties hereby
agree to substitute another equally authoritative measure of change in the purchasing power of
the US dollar as may be then available
Hazardous Waste means Solid Waste or a combination of Solid Wastes (even though it may
be part of delivered load of waste) which because of its quantity concentration or physical
chemical or infectious characteristics may cause or significantly contribute to an increase in
mortality or an increase in serious irreversible or incapacitating reversible illness or may pose a
substantial present or potential hazard to human health or environment when improperly
transported disposed of stored treated or otherwise managed Hazardous Waste shall include
all such waste as defined by the Rules of the Florida Department of Environmental Protection
Chapter 62-730 FAC or 40 Code ofFederal Regulations 261 or both as either or both may be
amended from time to time and to the extent either or both is applicable to the disposal of waste
in Florida Hazardous Waste is not intended to include de minimus amounts of household
hazardous wastes as defined by FAC 62-701100
Household Furniture means all movable compactable articles or apparatus such as chairs
tables sofas mattresses etc for equipping a house
Okaloosa County Transfer Contract_Final Page9 of52
Incorporated Municipalities means those duly Incorporated Municipalities in Okaloosa
County consisting of Cinco Bayou Crestview Destin Fort Walton Beach Laurel Hill Mary
Esther Niceville Shalimar and Valpariso
Independent Third Party means a qualified party mutually acceptable to both the COUNTY
and the CONTRACTOR
Infectious Waste means those wastes which may cause disease or may reasonably be
suspected of harboring pathogenic organisms Included are wastes resulting from the operation
of medical clinics hospitals and other facilities producing wastes which may consist of but are
not limited to diseased human and animal parts contaminated bandages pathological
specimens hypodermic needles contaminated clothing and surgical gloves
Merchant Waste means Acceptable Waste that was collected from locations outside the
COUNTY jurisdictional boundaries Merchant Waste does not include Co=ercial Waste
generated within unincorporated areas of the COUNTY or within Incorporated Municipalities
Recyclable Materials means those materials which are capable of being recycled and which
would otherwise be processed or disposed of as Solid Waste Recyclable Materials shall include
newspapers (including inse1ts ) conugated cardboard mixed paper (including brown paper bags
magazines phonebooks junk mail white and colored paper shredded paper in a bag and
paperboard) aluminum plastic containers and bottles marked with SPI codes 1-7 glass bottles
and jars tin and ferrous cans polycoated containers and other Solid Waste materials added upon
Agreement between the COUNTY and the CONTRACTOR when such materials have been
either dive1ted from the remaining Solid Waste stream or removed prior to their entry into the
remaining Solid Waste stream
Recycling Facility means the facility located adjacent to the Fort Walton Beach Transfer
Station at which Recyclable Materials are delivered for processing andor transport
Required Turn Back Condition means reasonable wear and tear co=ensurate with the time
of use and considering the CONTRACTORs responsibilities for maintenance repair and
replacement
Okaloosa County Transfer Contract_Final Page 10 of52
Solid Waste means garbage rubbish refuse trash clean debris or other similar discarded
material resulting from domestic industrial commercial mining agricultural or governmental
operations It excludes Yard Trash Bulk Waste Recyclable Materials and Special Waste
Special Waste means wastes that can require special handling and management but are not
considered Bulk Waste that are not accepted at a landfill or other disposal facility or that are
accepted at a landfill or other disposal facility at higher rates than are charged for refuse
including but not limited to wastes outlined in Exhibit A
Subcontractor shall mean a person firm or corporation other than employees of
CONTRACTOR who or which contracts with CONTRACTOR to furnish or actually furnishes
labor materials andor equipment for the Facility
Ton means a sh01i ton 2000 pounds (9078 metric tons)
Transfer Stations means the facilities currently located at 630 Martin Luther King Jr Blvd
(Fort Walton Transfer Station) and at the Baker Landfill (Baker Transfer Station) in Okaloosa
County capable of receiving Acceptable Waste for further transfer to a disposal facility for
ultimate disposition
Unacceptable Waste shall mean wastes that are not accepted for Class I disposal These
materials include Infectious Waste and Hazardous Wastes as defined above those wastes
excluded from the definition of Acceptable Wastes and materials exhibiting the following
characteristics
(a) Hazardous placards or markings
(b) Liquids
( c) Powders or dusts
(d) Drums or commercial size containers
( e) Chemical odors
Other unacceptable materials include
(a) Asbestos containing wastes
(b) Ash
Okaloosa County Transfer Contract_Final Page 11 of52
( c) Fluorescent light bulbs
( d) Mercury containing devices
(e) Whole tires
(f) Liquid Wastes
White Goods means discarded washers dryers refrigerators ranges microwave ovens water
heaters freezers small air conditioning units and other similar domestic large appliances
Yard Trash means vegetative matter resulting from landscaping maintenance including
accumulation of lawn grass shrubbery cuttings or clippings and dry leaf rakings palm fronds
small tree branches bushes or shrubs green leaf cuttings fruits or other matter usually created
as refuse in the care of lawns and yards Yard Trash does not include treated wood or any form
of matter or debris resulting from tree removal land clearing land development building
demolition home improvement or waste generated by tree surgeons
ARTICLE 2 CONTRACT PURPOSE AND TERM
21 PURPOSE
The pmpose of this Agreement is to establish the terms and conditions under which
CONTRACTOR shall manage operate and maintain the Transfer Stations
22 EFFECTIVE DATE AND COMMENCEMENT DATE
This Agreement shall become effective when executed by the paities or when the Board
adopts the Ordinance establishing the rates specified herein whichever later occurs The
Commencement Date of service shall be the first Day of the month following the
Effective Date of this Agreement
Okaloosa County Transfer Contract_Final Page 12 of52
23 TERM
The term of this Agreement shall commence on the Effective Date and end on March 31
2016 The term of this Agreement may be renewed for one (1) additional term of five (5)
years commencing at the end of the initial te1m by mutual agreement of the parties
ARTICLE 3 COUNTY RESPONSIBILITIES
31 DELIVERY OF ACCEPTABLE WASTE
The COUNTY or others authorized by the COUNTY shall deliver Acceptable Waste to
the Transfer Stations and Recyclable Materials to the Recycling Facility
32 MANNER OF DELIVERIES
The COUNTY shall grant to CONTRACTOR reasonable authority to deny admission to
the Transfer Stations of any vehicle carrying refuse which may leak spill or allow waste
to be blown or scattered about the Transfer Stations before unloading at the site
33 COOPERATION
COUNTY shall cooperate with CONTRACTOR in CONTRACTORs efforts to obtain
and renew all required permits licenses and approvals shall not appear as an objector in
any proceeding to consider the granting or renewal of such permits licenses or approvals
and shall promptly and reasonably consider any applications by CONTRACTOR
ARTICLE 4 CONTRACTOR RESPONSIBILITIES
41 OWNERSHIP AND TRANSFER OF OWNERSHIP
411 Throughout the full term of this Agreement the CONTRACTOR shall retain
ownership of the Transfer Stations and Recycling Facility At the conclusion of
the full term of the Agreement or in the event of CONTRACTOR default and
Okaloosa County Transfer Contract_Final Page 13 of52
termination by the COUNTY the Baker Transfer Station and all real property at
the Fort Walton Beach Transfer Station and Recycling Facility will be wholly
owned by the COUNTY and CONTRACTOR shall convey in Required Tum
Back Condition good and marketable title to the same to the COUNTY free and
clear of all liens or other encumbrances For the purposes of this Agreement real
property means the Fort Walton Beach Transfer Station and Recycling Facility
property as defined by the warranty deeds in Exhibit B and all physical buildings
and structures thereon including all equipment and fixtures with the exception of
rolling stock
412 In order to establish the Required Turn Back Condition of all real property at the
Transfer Stations and Recycling Facility and the need for repairs or replacements
if any the COUNTY and the CONTRACTOR shall conduct a joint inspection(s)
of the Facilities sites and buildings to include the utilities no later than thirty
(30) Days after the Effective Date of this Agreement The COUNTY and the
CONTRACTOR shall develop a list of any necessary repairs or replacements that
the CONTRACTOR is responsible for paying for andor performing such repairs
or replacements and establish a schedule for completing such work The
condition of the Facilities sites and buildings following completion of such
repairs and replacements shall be the Required Tum Back Condition allowing for
normal wear and tear commensurate with the time of use and considering the
CONTRACTORs responsibilities for maintenance repair and replacement
413 The CONTRACTOR shall maintain and convey at the conclusion of the full term
of this Agreement all real property at the Transfer Stations and Recycling Facility
to the COUNTY in Required Turn Back Condition The COUNTY shall notify
the CONTRACTOR of any deficiencies in the Required Tum Back Condition
and CONTRACTOR shall remedy such deficiencies
42 CAPITAL IMPROVEMENTS
The CONTRACTOR shall be solely responsible for the cost of all capital improvements
to the Transfer Stations and Recycling Facility
Okaloosa County Transfer Contract_Final Page 14 of 52
43 PERMITTING AND COMPLIANCE
The CONTRACTOR shall be responsible for obtaining and maintaining permits
approvals and licenses as are requrred for the operation of the Transfer Stations and
Recycling Facility CONTRACTOR shall operate the facilities in compliance with all
requirements of Federal State and local laws rules ordinances and regulations
applicable to the management of such facilities and as contained in the permits issued
relative to the facilities CONTRACTOR and the COUNTY agree to cooperate fully with
one another within reason in all efforts undertaken pursuant to this paragraph The
CONTRACTOR shall be responsible at its sole cost for the payment of all fines
penalties and citations that the CONTRACTOR may incur
44 ACCEPTANCE OF WASTE
In accordance with applicable operational protocol established by the CONTRACTOR
and with the approval of the COUNTY CONTRACTOR shall provide operate and
maintain facilities for the receipt of Acceptable Waste brought to the Transfer Stations
441 Acceptable Waste The CONTRACTOR shall process Acceptable Waste received
at the Transfer Stations in accordance with applicable Federal State and local
regulations and in a manner which would not be likely to pose a threat to public
health and safety
442 Special Waste CONTRACTOR shall implement a program to identify and
manage Special Waste Any testing or additional charges for the receipt handling
and disposal of Special Waste shall be as agreed between the CONTRACTOR
and the generator or transpmier of the Special Waste
443 Unacceptable Waste The CONTRACTOR shall exercise its best efforts to avoid
the acceptance of Unacceptable Waste at the Transfer Stations The
CONTRACTOR shall process Unacceptable Waste received at the Transfer
Stations in accordance with applicable Federal State and local laws rules
ordinances and regulations and in a manner which would not be likely to pose a
threat to public health and safety The CONTRACTOR shall indemnify the
Okaloosa County Transfer Contract_Final Page 15 of 52
COUNTY for any liability claim or damages imposed as a consequence of
CONTRACTORs failure to process such material in accordance with applicable
Federal State or local regulations Any testing required or additional charges
imposed for the receipt handling and disposal of Special Waste shall be as agreed
between the CONTRACTOR and the generator or transporter of the Unacceptable
Waste
45 OPERATING REQUIREMENTS
451 The CONTRACTOR will provide at CONTRACTORs expense all the utilities
used in operating the Transfer Stations and Recycling Facility At the Baker
Transfer Station the CONTRACTOR shall pre-treat leachate to a pH between 60
and 85 The COUNTY shall transport the treated leachate for further treatment
and disposal
452 The CONTRACTOR shall be responsible for the maintenance and repair of all
real property at the Transfer Stations and Recycling Facility in accordance with
industry and operational standards It shall also be the CONTRACTORs
responsibility to replace all or part of the property fixtures machinery
improvements and equipment as required to maintain the operation and
performance of the Transfer Stations and Recycling Facility including facility
expansion necessary to accommodate increased throughput The CONTRACTOR
shall maintain and or replace as appropriate all rolling stock utilized by the
CONTRACTOR in performance of this Agreement
453 The CONTRACTOR shall specifically establish a procedure for monitoring the
wear on the waste receiving floors and shall establish a repair procedure before
the wear has progressed to the point that further wear could jeopardize the
renewal of the floor surface or involve replacement of the steel reinforcement in
the floor The floor shall be resurfaced by the CONTRACTOR at least once
during the te1m ofthis Agreement
Okaloosa County Transfer Contract_Final Page 16 of 52
454 The CONTRACTOR shall remove Solid Waste from the transfer station tipping
floors in accordance with its operating permits
455 The CONTRACTOR shall operate the facilities to allow for a turnaround time of
not greater than twenty (20) minutes for vehicles delivering waste or Recyclable
Materials
456 The Transfer Stations and Recycling Facility will be maintained in a neat clean
and attractive manner consistent with its function and present a positive public
appearance
457 The CONTRACTOR shall control litter at the Transfer Stations and Recycling
Facility sites Adequate litter control is defined as minimizing litter leaving the
site and the collection of off-site and on-site litter at the end of eve1y business
day
458 The CONTRACTOR shall separate tires White Goods and Electronics delivered
to the Transfer Stations from other waste and place them in separate containers as
provided by the COUNTY
46 HOURS AND DAYS OF OPERATION
The Transfer Stations and Recycling Facility will be open to the public from 600 am
until 500 pm Monday through Friday and 600 am until 1200 noon Saturday The
COUNTY reserves the right to alter the operating hours of the facilities The
FRANCillSEE and COUNTY agree to negotiate a reasonable rate adjustment if such
change in operating hours affects operating costs
47 HOLIDAYS
The CONTRACTOR will close the Transfer Stations and Recycling Facility on the
following holidays New Years Day Thanksgiving and Clumiddotistmas
Okaloosa County Transfer Contract_Final Page 17 of 52
48 COUNTY ACCESS
The CONTRACTOR shall afford reasonable access at any reasonable time to the
Transfer Stations and Recycling Facility by the COUNTY its authorized agents or public
authorities having regulatory jurisdiction over the facilities Such visits shall be
conducted in a manner so as to cause minimum interference with the performance of
CONTRACTOR s responsibilities hereunder All persons conducting such visits shall
provide appropriate identification and shall comply with CONTRACTORs established
safety rules and regulations
49 TRANSPORTATION OF ACCEPTABLE WASTE
The CONTRACTOR shall be responsible for all transportation of Acceptable Waste
except White Goods and tires once it has been accepted for disposal at the Transfer
Stations The CONTRACTOR shall transport Electronics to the COUNTY facility
designated by Authorized Representative The CONTRACTOR may transpmt
Constmction and Demolition Debris to a permitted facility of its choosing The
CONTRACTOR shall transpmt all other Acceptable Waste to the Spring Hill Regional
Landfill and shall have the duty to ensure that the transportation will be performed in
accordance with applicable regulations and will be prompt safe and efficient Upon
approval by the Authorized Representative the CONTRACTOR may transpmt
Acceptable Waste to a different permitted facility If such facility is closer to Okaloosa
County than the Spring Hill Regional Landfill the CONTRACTOR and COUNTY shall
negotiate a co=ensurate rate adjustment
410 PROCESSING OF RECYCLABLE MATERIALS
The CONTRACTOR shall be responsible for all transportation and processmg of
Recyclable Materials accepted at the Recycling Facility
411 RECORDKEEPING AND REPORTING
4111 The CONTRACTOR records required herein shall be maintained in electronic
database format utilizing Microsoft software or in a format approved by the
Okaloosa County Transfer Contract_Final Page 18 of 52
Authorized Representative The databases shall be readily available for inspection
by the COUNTY at any time during normal operating hours and information in
the records shall be shared with the COUNTY upon request
4112 The CONTRACTOR shall weigh and record all inbound and outbound vehicles
carrying materials including transfer trucks at the Fort Walton Beach Transfer
Station and Recycling Facility Each vehicle delivering waste or Recyclable
Materials shall be properly identified and authorized in a manner satisfactory to
the COUNTY and CONTRACTOR Weights of all waste and Recyclable
Materials shall be recorded in the COUNTYs WasteWorks system
4113 The weight of Acceptable Waste and Recyclable Materials shall be determined
using the weigh scales at the facility The CONTRACTOR shall at regular
intervals test the accuracy of the weigh scales such testing shall occur at least
once every ninety (90) Days The test records for the term of this Agreement shall
be kept on file in the scale house at the facility
4114 The CONTRACTOR shall maintain the original weight records that identify the
vehicles the time of weighing( s) and the tare weights of the vehicles for a period
of five (5) years after which CONTRACTOR may dispose of such records The
CONTRACTORs records so developed will be used as a basis for calculating
quantities of waste and Recyclable Materials and shall be subject to review
including spot checking by the COUNTY at its discretion on site or made
available to the COUNTY at such times as it may reasonably request Required
records in this category include but are not limited to itemized statements of the
amount of Acceptable Waste delivered to the Transfer Stations as further defmed
in Article 4
4115 The COUNTY shall be entitled to have its designated representatives at the
Transfer Stations and Recycling Facility at all times and CONTRACTOR shall
designate a suitable site for an office if required by COUNTY The COUNTY
shall further have the right to station its employees at all weigh scales to verify the
Okaloosa County Transfer Contract_Final Page 19 of52
correctness of the weight records and the CONTRACTOR shall provide
reasonable space for said employees
4116 The CONTRACTOR shall provide the Authorized Representative with its internal
tonnage report which shall include all waste delivered to the Transfer Stations
and all Recyclable Materials delivered to the Recycling Facility Tonnage shall
be broken down by material type and source of generationdelivery with all waste
and Recyclable Materials collected within the COUNTYs Franchise Area clearly
noted For Recyclable Materials collected within the COUNTYs Franchise Area
the CONTRACTOR shall provide an estimate of the breakdown of such material
by commodity Such report shall be submitted in electronic format within seven
(7) Days after the end of each month
412 TRANSITION
4121 The CONTRACTOR shall cooperate with the COUNTY or its designated
contractor during any transition period at the end of this Agreement Such
cooperation includes but is not limited to allowing site visits of the facilities by
the COUNTY or its contractor with advance notice and ensuring all facilities are
in Required Tum Back Condition pursuant to Paragraph 41
4122 The CONTRACTOR shall transfer all active facility permits for the Transfer
Stations and Recycling Facility to the COUNTY or its designated contractor as
requested by the COUNTY in a timely manner so as to avoid any disruption of
service
ARTICLES CONTRACTORS COMPENSATION
51 BASE RATE
The combined total rate for Acceptable Waste handling transportation and disposal paid
to the CONTRACTOR by the COUNTY shall be $3677 per Ton ofrep011ed and verified
waste receipts with the exception of Recyclable Materials Special Waste or
Okaloosa County Transfer Contract_Final Page20 of52
Construction and Demolition Debris managed at the facilities This rate shall take effect
on the Commencement Date of this Agreement and shall continue without adjustment
through September 30 2011
52 RATE ADJUSTMENTS
On October I 2011 and October 1 of each subsequent Contract Year of this Agreement
the CONTRACTORs base rate as provided in Paragraph 51 shall be adjusted
accmding to the following methodology as further explained in Exhibit C seventy
percent (70) of the rate shall be adjusted based on seventy-five percent (75) of the
percentage change in the CPI for the twelve (12) months ending on the preceding June
30ili and thirty percent (30) of the rate shall be adjusted based on the percent change in
the US Department of Energy Fuel Index for the previous twelve (12) months ending on
the preceding June 30ili The total rate adjustment each year may not exceed two percent
(2) of the previous years rates
53 BILLING AND PAYMENT OF CONTRACTORS FEES
531 CONTRACTOR shall keep records of all Acceptable Waste received at the
Transfer Stations as described herein
532 CONTRACTOR shall invoice the COUNTY monthly for the handling
transportation and disposal fees as set forth herein for Acceptable Waste
received at the Transfer Stations This invoice must include detailed information
regarding waste receipts including Solid Waste Bulk Waste Special Waste
Recyclable Material Unacceptable Waste and Merchant Waste in a format
approved by the Authorized Representative Only waste receipts reported using
this format and verified by the COUNTY will be paid COUNTY shall pay such
invoices within thirty (30) Days from the date of invoice or request additional
info1mation if adequate information is not provided
Okaloosa County Transfer Contract_Final Page 21 of52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS
COUNTY shall be responsible for the setting and collection of charges associated with all waste
receipts except as provided herein
61 ACCEPTABLE WASTE
The rates charged for Acceptable Waste will be as established by COUNTY Ordinance
No 00-08 and any amendments thereto If a waste load is too small to be accurately
weighed by the Transfer Stations weigh scales a flat rate shall be charged to the
customer per vehicle as established by COUNTY Ordinance No 00-08 and any
amendments thereto
62 SPECIAL WASTE
CONTRACTOR shall be responsible for setting rates associated with Special Waste
63 CONSTRUCTION AND DEMOLITION DEBRIS
CONTRACTOR shall use its best efforts to deliver a mmnnum of 1000 Tons of
Construction and Demolition Debris (CampD) per month to the Transfer Stations
collectively The COUNTY shall charge the CONTRACTOR a Ten Dollar ($1000) per
Ton host fee for all CampD material delivered to the Transfer Stations This CampD material
shall not be subject to any additional charges or Costs including tipping fees by the
COUNTY to the CONTRACTOR
64 RECYCLABLE MATERIALS
Recyclable Materials delivered by or on behalf of the COUNTY Incorporated
Municipalities or by private citizens directly or collected by the CONTRACTOR from
Commercial Business Establishments in the COUNTY will be accepted at no charge
The CONTRACTOR may negotiate Recyclable Materials processing fees with other
entities delivering such materials to the Recycling Facility
Okaloosa County Transfer Contract_ Final Page22 of52
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS
71 COUNTY RECYCLABLE MATERIALS
The CONTRACTOR shall pay the COUNTY revenue for each Ton of Recyclable
Materials delivered by or on behalf of the COUNTY to the Recycling Facility as follows
711 Each month the CONTRACTOR shall calculate the Average Market Value
(AMV) of Recyclable Materials defined as the sum of commodity prices (US
Dollar per Ton) posted on the first week of the month for the Southeast USA in
SecondaryMaterialsPricingcom and SecondaryFiberPricingcom multiplied by
the composition of the Recyclable Materials as defmed in Table 1 Exhibit D
provides an example ofthis calculation
Table 1
Composition ofRecyclable Materials and Market Indexes for Determining AMV
lVIaterial Index Description Percentale Newspaper (ONP) PSI 8 Baled FOB sellers dock 5260 Corrugated Cardboard (OCC) PSI 11 Baled FOB sellers dock 1130 Mixed Paper PSI 1 Baled FOB sellers dock 460 Aseptic Containers NIA 000 Aluminum Cans Aluminum Cans Sorted and Baled Delivered 170 Steel Cans Steel Cans Sorted and Baled Delivered 230 PET PET Baled Picked Up 460 HDPE (Natural) Natural HDPE Baled Picked Uo 090 HDPE (Colored) Colored HDPE Baled Picked Up 180 Clear Glass Flint Delivered 830 Green Glass Green Delivered 450 Brown Glass Amber Delivered 490 Contamination NIA 250
712 Each month the CONTRACTOR shall pay revenue to the COUNTY based on
the AMV equal to the total Tons of Recyclable Materials delivered by or on
behalf of the COUNTY multiplied by the revenue payment in Table 2 The
revenue payment in Column A will be in effect through March 31 2013 and that
in Column B will be in effect after that date If a Mate1ials Recovery Facility
Okaloosa County Transfer Contract_Final Page23 of52
(MRF) is developed by the CONTRACTOR within a 200 mile radius of the
COUNTY prior to March 31 2013 the revenue payment in Column B will go
into effect when such MRF becomes operational
Table 2
Per Ton Revenue Payment to COUNTY Based on AMV
Avera2e Market Value COLUMN A COLUMNB
Low Hi2h
Revenue Payment to COUNTY ($Ton)
until March 31 2013
Revenue Payment to COUNTY($Ton)
after March 31 2013 lt$8001 $9000 $2000 $2000
$9001 $10000 $2000 $2500
$10001 $11000 $2000 $3000 $11001 $12000 $2000 $3500
$12001 $13000 $2500 $4000
$13001 $14000 $3000 $4500 $14001 $15000 $3500 $5000 $15001 $16000 $4000 $5500 $16001 $17000 $4500 $6000
$17001 $18000 $5000 $6500 $18001 $19000 $5500 $7000 $19001 $20000 $6000 $7500
$20001 $21000 $6500 $8000 $21001 $22000 $7000 $8500
$22001 gt$23000 $7500 $9000
713 No later than the fifteenth (15th) Day of each month the CONTRACTOR shall
submit a Monthly Payment Report in a format approved by the Authorized
Representative for the previous calendar month detailing the calculation of each
revenue payment and the total revenue payment due to the COUNTY Said
revenue payment shall be remitted to the COUNTY within thirty (30) Days from
the end of the month for which the payment is being made
714 The CONTRACTOR may request a study to measure the composition of
Recyclable Materials utilized to calculate the AMV pursuant to Paragraph 7 1
Okaloosa County Transfer Contract_Final Page 24 of52
Table I of this Agreement such request being subject to approval by the
COUNTY If approved by the COUNTY the CONTRACTOR and COUNTY
shall jointly develop a methodology and cost estimate to conduct the composition
study The final methodology and selection of the Independent Third Party to
conduct the study must be approved by the Authorized Representative The
parties shall share equally in paying for the cost of the study Study results are
subject to final approval by the Authorized Representative Once approved
adjustments to the composition of Recyclable Materials shall become effective for
the following month and remainder of the term of the Agreement or until further
adjusted in accordance with this article
72 OTHER RECYCLABLE MATERIALS
The CONTRACTOR will remit $20 per Ton of Recyclable Material received at the
Recycling Facility that is not subject to Paragraph 71 with the exception of Recyclable
Materials not generated in Okaloosa County
ARTICLE 8 PERFORMANCE BOND
The CONTRACTOR shall furnish to the COUNTY a performance bond issued by a surety
licensed to do business in the State of Florida for the faithful performance of the Agreement and
all obligations arising hereunder The performance bond shall be made payable in favor of
Okaloosa County Florida or in lieu thereof pay to the COUNTY the sum of $200000000 A
complete bond shall be issued at least thirty (30) Days prior to the Commencement Date of this
Agreement
ARTICLE 9 LIQUIDATED DAMAGES
If the CONTRACTOR does not substantially fulfill its obligations under this Agreement the
COUNTY shall provide written notice to the CONTRACTOR of specific areas of deficiency
Examples of such deficiencies include but are not limited to the following
Okaloosa County Transfer Contract_Final Page 25 of 52
(a) Violation of environmental laws
(b) Inadequate litter control at the Transfer Stations andor the Recycling Facility Adequate
litter control is defined as minimizing litter leaving the site and the collection of off-site
and on-site litter at the end of every business day
(c) Failure to remove Solid Waste from the transfer station tipping floor in accordance with
FRANCHISEEs operating permits
(d) Other conditions created by the CONTRACTOR that could impact public health and
safety and
(e) Poor maintenance of the Transfer Stations and Recycling Facility and equipment
resulting in a poor public image of the facilities
The CONTRACTOR shall initiate reasonable steps to correct these deficiencies within seventyshy
two (72) hours of written notice If the CONTRACTOR does not initiate reasonable steps within
seventy-two (72) hours the COUNTY may at its discretion impose liquidated damages of $500
per Day until deficiencies are satisfactorily con-ected as determined by the COUNTY If the
CONTRACTOR has not con-ected these deficiencies within thirty (30) Days of receipt of written
notice the CONTRACTOR will be considered in default of the Agreement and the COUNTY
may terminate this Agreement and recover damages in the full amount of the performance bond
The COUNTY may assess liquidated damages pursuant to this Aliicle on a monthly basis and
shall at the end of each month notify the CONTRACTOR in writing of the liquidated damages
assessed and the basis for each assessment In the event the CONTRACTOR wishes to contest
such assessment(s) the CONTRACTOR shall within five (5) Days after receiving such notice
request in writing an opportunity to be heaimiddotd by the Board and present its defense to such
assessment(s)
The COUNTYs Authorized Representative shall notify the CONTRACTOR in writing of any
action taken with respect to CONTRACTORs claims and the decision of the Board will be final
Okaloosa County Transfer Contract_Final Page 26 of 52
ARTICLE 10 DEFAULT AND TERMINATION
The COUNTY may terminate this Agreement except as otherwise provided below in this
paragraph by giving CONTRACTOR fifteen (15) Days advance written notice upon the
happening of any one of the following events
(a) The CONTRACTOR fails to remedy deficiencies as noted in Article 9 within
thirty (30) Days of receipt ofwritten notice by the COUNTY
(b) The CONTRACTOR takes the benefit of any present or future insolvency statute
or shall make a general assigmnent for the benefit of creditors or file a voluntary
petition in bankruptcy or a petition or answer seeking readjustment of its
indebtedness under the Federal United States or any state thereof or consent to
the appointment or a receiver trustee or liquidator of all or substantially all of its
property or
(c) By order or decree of a court the CONTRACTOR shall be adjudged bankrupt or
an order shall be made approving a petition filed by any of its creditors or by any
of the Stockholders of the CONTRACTOR seeking its reorganization or the
readjustment of its indebtedness under federal bankrnptcy laws or under any law
of statute of the United States or of any state thereof provided that if any such
judgment is stayed or vacated within sixty ( 60) Days after the entry thereof any
notice of cancellation shall be and become null void and of no effect or
(d) By or pursuant to or under authority of any legislative act resolution or rule or
any order or decree of any cornt or government board agency or office having
jurisdiction a receiver trustee or liquidator shall take possession or control of all
or substantially all of the property of the CONTRACTOR and such possession of
control shall continue in effect for a period of sixty ( 60) Days or
(e) The CONTRACTOR shall voluntarily abandon desert or discontinue its
operation hereunder granted
Okaloosa County Transfer Contract_Final Page 27 of52
Then such shall be considered a material breach of this Agreement and the Authorized
Representative shall notify the CONTRACTOR in writing of the breach If within a period of
fifteen (15) Days the CONTRACTOR has not eliminated the conditions considered to be a
breach of contract or having so co=enced shall fail thereafter to continue with diligence the
cming thereof the Authorized Representative shall notify the Board
After these fifteen (15) Days the COUNTY can cause the CONTRACTOR to be obligated to pay
the COUNTY the amount specified in the bond and has the authority to terminate this
Agreement
ARTICLE 11 INSURANCE
111 CONTRACTORS INSURANCE
1111 The CONTRACTOR shall not co=ence any work in connection with this
Agreement until he has obtained all required insurance and such insurance has
been approved by the Okaloosa County Risk Management Director
1112 All insurance policies shall be with insurers licensed to do business in the State of
Florida and any insuring company is required to have a rnininimn rating of A
Class X in the Best Key Rating Guide published A M Best amp Co Inc
1113 All insurance shall include the interest of all entities names in and its respective
agents consultants servants and employees of each and all other interests as may
be reasonably required by Okaloosa County as Additional Insured The coverage
afforded the Additional Insured under this policy shall be primary insurance If
the Additional Insured have other insurance that is applicable to the loss such
other insurance shall be on an excess or contingent basis The amount of the
companys liability under this policy shall not be reduced by the existence of such
other insurance
Okaloosa County Transfer Contract_Final Page 28 of 52
1114 The County of Okaloosa shall be listed as Additional Insured by policy
endorsement on all insurance contracts applicable to this Agreement except
Workers Compensation and Professional Liability
1115 The County of Okaloosa shall be furnished proof of coverage by certificates of
insurance (COI) and endorsements for every applicable insurance contract
required by this Agreement The COI s and policy endorsements must be
delivered to the Autho1ized Representative not less than ten (10) Days prior to the
commencement of any and all contractual agreements between the County of
Okaloosa and the CONTRACTOR
1116 The COUNTY shall retain the right to reject all insurance contracts that do not
meet the requirement of this Agreement Further the COUNTY reserves the right
to change these insurance requirements with 60-Day notice to the
CONTRACTOR
1117 The insurance definition of Insured or Additional Insured shall include
Subcontractors Sub-subcontractors and any associated or subsidiary companies
of the CONTRACTOR which are involved and which is a part of the contract
1118 The COUNTY reserves the right at any time to require the CONTRACTOR to
provide certified copies of any insurance policies to document the insurance
coverage specified in this Agreement
1119 The designation of CONTRACTOR shall include any associated or subsidiary
company which is involved and is a part of the contract and such if any
associated or subsidiary company involved in the project must be named in the
Workers Compensation coverage
111IOAll policies shall be written so that the COUNTY will be notified of cancellation
or restrictive amendments at least thirty (30) Days prior to the effective date of
such cancellation or amendment Such notice shall be given directly to the
Authorized Representative
Okaloosa County Transfer Contract_Final Page 29 of 52
112 WORKERS COMPENSATION INSURANCE
1121 The CONTRACTOR shall secure and maintain during the life of this agreement
Workers Compensation insurance for all of his employees employed for the
project or any site connected with the work including supervision administration
or management of this project and in case any work is sublet with the approval
of the County of Okaloosa the CONTRACTOR shall require the Subcontractor
similarly to provide Workers Compensation insurance for all employees
employed at the site of the project and such evidence of insurance shall be
furnished the County of Okaloosa not less than ten (10) Days prior to the
conunencement of any and all subcontractual agreements which have been
approved by the County of Okaloosa
1122 Such insurance shall comply with the Florida Workers Compensation Law
1123 No class of employee including the CONTRACTOR himself shall be excluded
from the Workers Compensation insurance coverage The Workers
Compensation insurance shall also include Employers Liability coverage
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE
1131 The CONTRACTOR shall maintain Business Automobile Liability insurance
coverage throughout the life of this Agreement The insurance shall include
Owned Non-owned amp Hired Motor Vehicle coverage
1132 The CONTRACTOR shall carry other Conunercial General Liability insurance
against all other Bodily Injury Property Damage and Personal and Advertising
Injury exposures The coverage shall include both On- and Off-Premises
Operations Contractual Liability Board Form Property Damage and
Professional Liability
1133 All liability insurance ( other than Professional Liability) shall be written on an
occurrence basis and shall not be written on a claim-made basis If the insurance
Okaloosa County Transfer Contract~Final Page 30 of 52
is issued with an aggregate limit of liability the aggregate limit of liability shall
apply only to the locations included in this Agreement If as the result of any
claims or other reasons the available limits of insurance reduce to less than those
stated in the Limits of Liability the CONTRACTOR shall notify the Authorized
Representative in writing The CONTRACTOR shall purchase additional liability
insurance to maintain the requirements established in this Agreement Umbrella
or Excess Liability insurance can be purchased to meet the Limits of Liability
specified in this Agreement
1134 Commercial General Liability coverage shall be endorsed to include the
following
Premises - Operation Liability
Occurrence Bodily Injmy and Property Damage Liability
Independent CONTRACTORs Liability
Completed Operations and Products Liability
1135 CONTRACTOR shall agree to keep in continuous force Commercial General
Liability coverage including Completed Operations and Products Liability for two
(2) years beyond acceptance ofproject
114 LIMITS OF LIABILITY
The insurance required shall be written for not less than the following or greater if
required by law and shall include Employers liability with limits as prescribed in this
contract
LIMIT
A Workers Compensation
(1) State Statut01y
(2) Employers Liability $1000000 each accident
B Business Automobile amp Commercial $1000000 each occurrence
General Liability Insurance (A combined single limit)
C Personal and Adve1tising Injury $250000
D Pollution Liability $10000000 each occurrence
Okaloosa County Transfer Contract_Final Page 31 of 52
115 NOTICE OF CLAIMS AND LITIGATION
The CONTRACTOR agrees to report any incident or claim that results from performance
of this Agreement The COUNTY representative shall receive written notice in the form
of a detailed written repmi describing the incident or claim within ten ( 10) Days of the
CONTRACTORs knowledge In the event such incident or claim involves injury andor
property damage to a third party verbal notification shall be given the same Day the
CONTRACTOR becomes aware of the incident or claim followed by a written detailed
report within ten (10) Days of verbal notification
116 INDEMNIFICATION AND HOLD HARMLESS
To the fullest extent permitted by law CONTRACTOR shall indemnify and hold
harmless COUNTY its officers and employees from liabilities damages losses and
Costs including but not limited to reasonable attorney fees to the extent caused by the
negligence recklessness or intentional wrongful conduct of the CONTRACTOR and
other persons employed or utilized by the CONTRACTOR in the performance of this
contract
117 CERTIFICATES OF INSURANCE
1171 Certificates of insurance in duplicate indicating the job site and evidencing all
required coverage must be submitted to and approved by Okaloosa County prior
to the commencement of any of the work The certificate holder(s) shall be as
follows
Okaloosa County
602-C No1ih Pearl Street
Crestview Florida 32536
1172 All policies shall expressly require thirty (30) Days written notice to Okaloosa
County at the address set out above or the cancellations of material alterations of
such policies and the Certificates of Insurance shall so provide
Okaloosa County Transfer Contract_Final Page32 of52
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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Lois Jones STATE OF Flori COUNTY OF Ca]oosa
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to llaue and hi ltlld i 1=
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LFGAL DFSCRIPrION PARCEL B BEGINNING at the concrete monument marking (1980 JilFB) the NW corner of the NE of Section 8 Township 2 South Range 24 West Okaloosa OJunty Florida run S88deg20 14811 E along the north boijndary thereof 62500 feet to a concrete monunent numbered 3501 tBence S03 001 l81W 46000 feet to a concrete monument numbered 3501 thence N88 2048W 62500 feet to a concrete monument num~red 3501 on the west boundary of the aforesaid NE~ of Section 8 thence N03 0018E along said west boindary 46000 feet to the POINT OF BEGINNING Containing 660 acres more or less middot
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and duat old land t Ne ol cU encwnLroncu FLORIDA DOCUMENTARY STAMP TAX REQUIRED BY LAW IN THE AMOUNT OF IJVe(Sdeg1AS BEEN P bull NEWMAN C BR CKIN CLERK OKAL COU TY B DC
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EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS 6
ARTICLE 2 CONTRACT PURPOSE AND TERM 12
21 PURPOSE 12
22 EFFECTIVE DATE AND COMMENCEMENT DATE 12
23 TERM 13
ARTICLE 3 COUNTY RESPONSIBILITIES 13
31 DELIVERY OF ACCEPTABLE WASTE 13
32 MANNER OF DELIVERIES 13
33 COOPERATION 13
ARTICLE 4 CONTRACTOR RESPONSIBILITIES 13
41 OWNERSHIP AND TRANSFER OF OWNERSHIP 13
42 CAPITAL IMPROVEMENTS 14
43 PERMITTING AND COMPLIANCE 15
44 ACCEPTANCEOFWASTE 15
45 OPERATING REQUIREMENTS 16
46 HOURS AND DAYS OF OPERATION 17
47 HOLIDAYS 17
48 COUNTY ACCESS 18
49 TRANSPORTATION OF ACCEPTABLE WASTE 18
410 PROCESSING OF RECYCLABLE MATERIALS 18
411 RECORDKEEPING AND REPORTING 18
412 TRANSITION 20
ARTICLE 5 CONTRACTORS COMPENSATION 20
51 BASE RATE 20
52 RATE ADJUSTMENTS 21
53 BILLING AND PAYMENT OF CONTRACTORS FEES 21
Okaloosa County Transfer Contract_ Final Page 2 of 52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS 22
61 ACCEPTABLE WASTE 22
62 SPECIAL WASTE 22
63 CONSTRUCTION AND DEMOLITION DEBRIS 22
64 RECYCLABLE MATERIALS 22
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS 23
71 COUNTY RECYCLABLE MATERIALS 23
72 OTHER RECYCLABLE MATERIALS 25
ARTICLE 8 PERFORMANCE BOND 25
ARTICLE 9 LIQUIDATED DAMAGES 25
ARTICLE 10 DEFAULT AND TERMINATION 27
ARTICLE 11 INSURANCE 28
I II CONTRACTORS INSURANCE 28
112 WORKERS COMPENSATION INSURANCE 30
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE 30
114 LIMITS OF LIABILITY 31
115 NOTICE OF CLAIMS AND LITIGATION 32
116 INDEMNIFICATION AND HOLD HARMLESS 32
117 CERTIFICATES OF INSURANCE 32
118 GENERALTERMS 33
119 UMBRELLA INSURANCE 34
ARTICLE 12 FORCE MAJEURE 34
121 INABILITY TO PERFORM 34
122 EVENTS OF FORCE MAJEURE 35
123 WRITTEN NOTIFICATION 35
Okaloosa County Transfer Contract_Final Page3 of52
ARTICLE 13 TITLE TO WASTE 36
ARTICLE 14 ARBITRATION36
141 ARBITRATION 36
142 INDEPENDENT THIRD PARTY 36
143 AMBIGUITY 37
ARTICLE 15 OTHER TERMS AND CONDITIONS 37
151 WAIVER 37
152 ASSIGNMENT OF AGREEMENT 37
153 SUBCONTRACTORS 37
154 INDEPENDENT CONTRACTOR 38
155 NON-DISCRIMINATION PROVISIONS 38
156 LAW TO GOVERN VENUE JURISDICTION 39
157 ILLEGAL PROVISIONS 39
158 MODIFICATIONS 39
159 PREPARATION OF AGREEMENT 39
1510 REMEDIES CUMULATIVE 39
1511 HEADINGS 40
1512 REPRESENTATIONS OF CONTRACTOR 40
1513 REPRESENTATIONS OF COUNTY 40
1514 REPRESENTATIVES 40
1515 NOTICES 41
1516 ENTIRE AGREEMENT 42
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT 42
EXHIBIT A SPECIAL WAS TE 43
EXHIBIT B REAL PROPERTY WARRANTY DEEDS 46
EXHIBIT C CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO
CONTRACTORS RATE 49
EXHIBIT D SAMPLE AVERAGE MARKET VALUE CALCULATION 50
Okaloosa County Transfer Contract_Final Page4 of52
SOLID WASTE TRANSFER STATION OPERATION AGREEMENT
THIS AGREEMENT is made as of this J)Paay 8~ 2010 by and
between Okaloosa County Florida (the COUNTY) a political subdivision of the State of
Florida and Waste Management Inc ofFlorida (hereinafter refened to as CONTRACTOR) a
corporation duly organized and validly existing under and by virtue of the laws of the State of
Florida and authorized to do business in the State ofFlorida
WITNESSETH
WHEREAS the COUNTY and the CONTRACTOR entered into an agreement dated as of June
2 2000 pursuant to which CONTRACTOR operates transfer stations utilizing state-of-the-rut
techniques and in accordance with the rules and regulations of the Florida Deprutment of
Environmental Protection including but not limited to 62-701801 FAC and all referenced
codes for the purpose of receiving and transporting Solid Waste to a disposal site as provided
therein and
WHEREAS such contract for Solid Waste Transfer Station Operations authorizes the renewal of
said agreement and
WHEREAS the COUNTY and CONTRACTOR desire that CONTRACTOR continue to
operate and manage transfer stations under the te1ms and conditions set fotth in this Agreement
NOW THEREFORE in consideration of the premises contained in this Agreement the patties
hereto intend to be legally bound as follows
Okaloosa County Transfer Contract_Final Page 5 of52
ARTICLE 1 DEFINITIONS
The following words and expressions ( or pronouns used in their stead) shall wherever they
appear in this Agreement be constrned as follows unless a different meaning is clear from the
context Words of the masculine gender shall be deemed and construed to include correlative
words of the feminine and neuter genders Unless the context shall otherwise indicate all words
shall include the plum as well as the singular number and the word person shall include
corporations and associations including public bodies as well as natural persons
Acceptable Waste shall mean Solid Waste including garbage rnbbish refuse residue
incidental amounts of household hazardous waste as permitted by the Florida Department of
Environmental Protection and other discarded solid or semi-solid mate1ials resulting from
domestic commercial industrial recycling resource recovery agricultural and governmental
operations Acceptable Waste also includes Bulk Waste Special Waste (except those defined
under Unacceptable Waste) and Recyclable Materials Acceptable Waste shall not include
regulated Hazardous Waste Medical Waste Biomedical Waste Biological Waste Infectious
Waste and Yard Trash
Agreement shall mean this Agreement including all attachments and amendments thereto
Authorized Representative means the Public Works Director or as othetwise designated in
writing by the Board to represent the COUNTY in the administration and supervision of this
Agreement
Biomedical Waste means any Solid Waste or liquid waste which may present a threat of
infection to humans The term includes but is not limited to non-liquid human tissue and body
parts laboratory and veterinary waste that contain human disease-causing agents used
disposable shaips human blood human blood products body fluids and other materials that in
the opinion of the Department of Health and Rehabilitative Services represent a significant risk
of infection to persons outside the generating facility
Biological Waste means Solid Waste that causes or has the capability of causing disease or
infection and includes but is not limited to Biomedical Waste diseased or dead animals and
other wastes capable of transmitting pathogens to humans or animals
Okaloosa County Transfer Contract_Final Page 6 of52
Board shall mean the Board of County Commissioners of Okaloosa County Florida which is
the governing body of the COUNTY
Bulk Waste shall mean any waste that requires additional management due to its bulk or
weight and shall include Household Furniture treated lumber Electronics bicycles push type
lawn mowers with all oil and gas drained automotive tires and White Goods Bulk Waste does
not include any form of matter or debris resulting from tree removal land clearing land
development or Special Waste as defmed herein
Commencement Date means the first day of the month following the Effective Date of this
Agreement
Commercial Business Establishment means any establishment other than a residential
dwelling apartment complex condominium complex or trailer park and shall be and shall
include but not be limited to all retail professional wholesale and industrial facilities
manufacturing facilities non-profit enterprises governmentalpublic agencies and any other
commercial enterprises offering goods or services to the public
Commercial Waste means any Acceptable Waste generated at a Commercial Business
Establishment
Construction and Demolition Debris means discarded materials generally considered to be
not water-soluble and nonhazardous in nature including but not limited to steel glass brick
concrete asphalt roofing material pipe gypsum wallboard and lumber from the construction or
destruction of a structure as paii of a construction or demolition project or from the renovation of
a structure and including rocks soils tree remains trmiddotees and other vegetative matter that
nmmally results from land clearing or land development operations for a construction project
including such debris from construction of structures at a site remote from the construction or
demolition project site Mixing of Construction and Demolition Debris with other types of Solid
Waste will cause it to be classified as other than Construction and Demolition Debris The term
also includes
(a) Clean cardboard paper plastic wood and metal scraps from a construction project
Okaloosa County Transfer Contract_Final Page7 of52
(b) Except as provided ins 403707(9)(j) Florida Statutes unpainted nontreated wood
scraps from facilities manufacturing materials used for construction of structures or
their components and unpainted nontreated wood pallets provided the wood scraps
and pallets are separated from other Solid Waste where generated and the generator
of such wood scraps or pallets implements reasonable practices of the generating
industry to minimize the commingling of wood scraps or pallets with other Solid
Waste and
(c) De minimus amounts of other nonhazardous wastes that are generated at
construction or destruction projects provided such amounts are consistent with best
management practices of the industry
Contract Year means the time from the Commencement Date through March 31 2012 and
each calendar year thereafter
Costs shall mean the costs of labor materials supplies major rental equipment and tools
other direct costs and allocable indirect costs such as fringe benefits general and administrative
expenses and indirect labor costs
COUNTY shall mean Okaloosa County Florida acting by and tlnmiddotough its Board of County
Commissioners
CPI as used herein shall be the revised Consumer Price Index for All Urban Consumers South
Urban for all items not seasonally adjusted published by the Bureau of Labor Statistics US
Department of Labor 1984-82 = 100 In the event the US Department of Labor Bureau of
Labor Statistics ceases to publish the CPI the parties hereby agree to substitute another equally
authoritative measure of change in the purchasing power of the US dollar as may be then
available
Day shall mean one calendar day when used in this Agreement
Effective Date means the date this Agreement becomes effective when executed by the
parties or when the Board adopts the Ordinance establishing the rates specified herein
whichever later occurs
Okaloosa County Transfer Contract_Final Page 8 of52
Electronics means computers monitors keyboards nnce termmals printers modems
scanners cell phones televisions and copiers and other electronic equipment as directed by the
COUNTY
Franchise Area means the specifically described geographic areas exclusively assigned to a
franchisee for the purpose of residential Solid Waste Yard Trash and Bulk Waste Collection
and if applicable Recyclable Material Collection pursuant to the COUNTYs Residential Solid
Waste and Recycling Collection Franchise Agreement
Fuel Index as used herein shall be the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low
Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) published by the US
Department of Energy Energy Information Administration In the event the US Department of
Energy Energy Information Administration ceases to publish the fuel prices the parties hereby
agree to substitute another equally authoritative measure of change in the purchasing power of
the US dollar as may be then available
Hazardous Waste means Solid Waste or a combination of Solid Wastes (even though it may
be part of delivered load of waste) which because of its quantity concentration or physical
chemical or infectious characteristics may cause or significantly contribute to an increase in
mortality or an increase in serious irreversible or incapacitating reversible illness or may pose a
substantial present or potential hazard to human health or environment when improperly
transported disposed of stored treated or otherwise managed Hazardous Waste shall include
all such waste as defined by the Rules of the Florida Department of Environmental Protection
Chapter 62-730 FAC or 40 Code ofFederal Regulations 261 or both as either or both may be
amended from time to time and to the extent either or both is applicable to the disposal of waste
in Florida Hazardous Waste is not intended to include de minimus amounts of household
hazardous wastes as defined by FAC 62-701100
Household Furniture means all movable compactable articles or apparatus such as chairs
tables sofas mattresses etc for equipping a house
Okaloosa County Transfer Contract_Final Page9 of52
Incorporated Municipalities means those duly Incorporated Municipalities in Okaloosa
County consisting of Cinco Bayou Crestview Destin Fort Walton Beach Laurel Hill Mary
Esther Niceville Shalimar and Valpariso
Independent Third Party means a qualified party mutually acceptable to both the COUNTY
and the CONTRACTOR
Infectious Waste means those wastes which may cause disease or may reasonably be
suspected of harboring pathogenic organisms Included are wastes resulting from the operation
of medical clinics hospitals and other facilities producing wastes which may consist of but are
not limited to diseased human and animal parts contaminated bandages pathological
specimens hypodermic needles contaminated clothing and surgical gloves
Merchant Waste means Acceptable Waste that was collected from locations outside the
COUNTY jurisdictional boundaries Merchant Waste does not include Co=ercial Waste
generated within unincorporated areas of the COUNTY or within Incorporated Municipalities
Recyclable Materials means those materials which are capable of being recycled and which
would otherwise be processed or disposed of as Solid Waste Recyclable Materials shall include
newspapers (including inse1ts ) conugated cardboard mixed paper (including brown paper bags
magazines phonebooks junk mail white and colored paper shredded paper in a bag and
paperboard) aluminum plastic containers and bottles marked with SPI codes 1-7 glass bottles
and jars tin and ferrous cans polycoated containers and other Solid Waste materials added upon
Agreement between the COUNTY and the CONTRACTOR when such materials have been
either dive1ted from the remaining Solid Waste stream or removed prior to their entry into the
remaining Solid Waste stream
Recycling Facility means the facility located adjacent to the Fort Walton Beach Transfer
Station at which Recyclable Materials are delivered for processing andor transport
Required Turn Back Condition means reasonable wear and tear co=ensurate with the time
of use and considering the CONTRACTORs responsibilities for maintenance repair and
replacement
Okaloosa County Transfer Contract_Final Page 10 of52
Solid Waste means garbage rubbish refuse trash clean debris or other similar discarded
material resulting from domestic industrial commercial mining agricultural or governmental
operations It excludes Yard Trash Bulk Waste Recyclable Materials and Special Waste
Special Waste means wastes that can require special handling and management but are not
considered Bulk Waste that are not accepted at a landfill or other disposal facility or that are
accepted at a landfill or other disposal facility at higher rates than are charged for refuse
including but not limited to wastes outlined in Exhibit A
Subcontractor shall mean a person firm or corporation other than employees of
CONTRACTOR who or which contracts with CONTRACTOR to furnish or actually furnishes
labor materials andor equipment for the Facility
Ton means a sh01i ton 2000 pounds (9078 metric tons)
Transfer Stations means the facilities currently located at 630 Martin Luther King Jr Blvd
(Fort Walton Transfer Station) and at the Baker Landfill (Baker Transfer Station) in Okaloosa
County capable of receiving Acceptable Waste for further transfer to a disposal facility for
ultimate disposition
Unacceptable Waste shall mean wastes that are not accepted for Class I disposal These
materials include Infectious Waste and Hazardous Wastes as defined above those wastes
excluded from the definition of Acceptable Wastes and materials exhibiting the following
characteristics
(a) Hazardous placards or markings
(b) Liquids
( c) Powders or dusts
(d) Drums or commercial size containers
( e) Chemical odors
Other unacceptable materials include
(a) Asbestos containing wastes
(b) Ash
Okaloosa County Transfer Contract_Final Page 11 of52
( c) Fluorescent light bulbs
( d) Mercury containing devices
(e) Whole tires
(f) Liquid Wastes
White Goods means discarded washers dryers refrigerators ranges microwave ovens water
heaters freezers small air conditioning units and other similar domestic large appliances
Yard Trash means vegetative matter resulting from landscaping maintenance including
accumulation of lawn grass shrubbery cuttings or clippings and dry leaf rakings palm fronds
small tree branches bushes or shrubs green leaf cuttings fruits or other matter usually created
as refuse in the care of lawns and yards Yard Trash does not include treated wood or any form
of matter or debris resulting from tree removal land clearing land development building
demolition home improvement or waste generated by tree surgeons
ARTICLE 2 CONTRACT PURPOSE AND TERM
21 PURPOSE
The pmpose of this Agreement is to establish the terms and conditions under which
CONTRACTOR shall manage operate and maintain the Transfer Stations
22 EFFECTIVE DATE AND COMMENCEMENT DATE
This Agreement shall become effective when executed by the paities or when the Board
adopts the Ordinance establishing the rates specified herein whichever later occurs The
Commencement Date of service shall be the first Day of the month following the
Effective Date of this Agreement
Okaloosa County Transfer Contract_Final Page 12 of52
23 TERM
The term of this Agreement shall commence on the Effective Date and end on March 31
2016 The term of this Agreement may be renewed for one (1) additional term of five (5)
years commencing at the end of the initial te1m by mutual agreement of the parties
ARTICLE 3 COUNTY RESPONSIBILITIES
31 DELIVERY OF ACCEPTABLE WASTE
The COUNTY or others authorized by the COUNTY shall deliver Acceptable Waste to
the Transfer Stations and Recyclable Materials to the Recycling Facility
32 MANNER OF DELIVERIES
The COUNTY shall grant to CONTRACTOR reasonable authority to deny admission to
the Transfer Stations of any vehicle carrying refuse which may leak spill or allow waste
to be blown or scattered about the Transfer Stations before unloading at the site
33 COOPERATION
COUNTY shall cooperate with CONTRACTOR in CONTRACTORs efforts to obtain
and renew all required permits licenses and approvals shall not appear as an objector in
any proceeding to consider the granting or renewal of such permits licenses or approvals
and shall promptly and reasonably consider any applications by CONTRACTOR
ARTICLE 4 CONTRACTOR RESPONSIBILITIES
41 OWNERSHIP AND TRANSFER OF OWNERSHIP
411 Throughout the full term of this Agreement the CONTRACTOR shall retain
ownership of the Transfer Stations and Recycling Facility At the conclusion of
the full term of the Agreement or in the event of CONTRACTOR default and
Okaloosa County Transfer Contract_Final Page 13 of52
termination by the COUNTY the Baker Transfer Station and all real property at
the Fort Walton Beach Transfer Station and Recycling Facility will be wholly
owned by the COUNTY and CONTRACTOR shall convey in Required Tum
Back Condition good and marketable title to the same to the COUNTY free and
clear of all liens or other encumbrances For the purposes of this Agreement real
property means the Fort Walton Beach Transfer Station and Recycling Facility
property as defined by the warranty deeds in Exhibit B and all physical buildings
and structures thereon including all equipment and fixtures with the exception of
rolling stock
412 In order to establish the Required Turn Back Condition of all real property at the
Transfer Stations and Recycling Facility and the need for repairs or replacements
if any the COUNTY and the CONTRACTOR shall conduct a joint inspection(s)
of the Facilities sites and buildings to include the utilities no later than thirty
(30) Days after the Effective Date of this Agreement The COUNTY and the
CONTRACTOR shall develop a list of any necessary repairs or replacements that
the CONTRACTOR is responsible for paying for andor performing such repairs
or replacements and establish a schedule for completing such work The
condition of the Facilities sites and buildings following completion of such
repairs and replacements shall be the Required Tum Back Condition allowing for
normal wear and tear commensurate with the time of use and considering the
CONTRACTORs responsibilities for maintenance repair and replacement
413 The CONTRACTOR shall maintain and convey at the conclusion of the full term
of this Agreement all real property at the Transfer Stations and Recycling Facility
to the COUNTY in Required Turn Back Condition The COUNTY shall notify
the CONTRACTOR of any deficiencies in the Required Tum Back Condition
and CONTRACTOR shall remedy such deficiencies
42 CAPITAL IMPROVEMENTS
The CONTRACTOR shall be solely responsible for the cost of all capital improvements
to the Transfer Stations and Recycling Facility
Okaloosa County Transfer Contract_Final Page 14 of 52
43 PERMITTING AND COMPLIANCE
The CONTRACTOR shall be responsible for obtaining and maintaining permits
approvals and licenses as are requrred for the operation of the Transfer Stations and
Recycling Facility CONTRACTOR shall operate the facilities in compliance with all
requirements of Federal State and local laws rules ordinances and regulations
applicable to the management of such facilities and as contained in the permits issued
relative to the facilities CONTRACTOR and the COUNTY agree to cooperate fully with
one another within reason in all efforts undertaken pursuant to this paragraph The
CONTRACTOR shall be responsible at its sole cost for the payment of all fines
penalties and citations that the CONTRACTOR may incur
44 ACCEPTANCE OF WASTE
In accordance with applicable operational protocol established by the CONTRACTOR
and with the approval of the COUNTY CONTRACTOR shall provide operate and
maintain facilities for the receipt of Acceptable Waste brought to the Transfer Stations
441 Acceptable Waste The CONTRACTOR shall process Acceptable Waste received
at the Transfer Stations in accordance with applicable Federal State and local
regulations and in a manner which would not be likely to pose a threat to public
health and safety
442 Special Waste CONTRACTOR shall implement a program to identify and
manage Special Waste Any testing or additional charges for the receipt handling
and disposal of Special Waste shall be as agreed between the CONTRACTOR
and the generator or transpmier of the Special Waste
443 Unacceptable Waste The CONTRACTOR shall exercise its best efforts to avoid
the acceptance of Unacceptable Waste at the Transfer Stations The
CONTRACTOR shall process Unacceptable Waste received at the Transfer
Stations in accordance with applicable Federal State and local laws rules
ordinances and regulations and in a manner which would not be likely to pose a
threat to public health and safety The CONTRACTOR shall indemnify the
Okaloosa County Transfer Contract_Final Page 15 of 52
COUNTY for any liability claim or damages imposed as a consequence of
CONTRACTORs failure to process such material in accordance with applicable
Federal State or local regulations Any testing required or additional charges
imposed for the receipt handling and disposal of Special Waste shall be as agreed
between the CONTRACTOR and the generator or transporter of the Unacceptable
Waste
45 OPERATING REQUIREMENTS
451 The CONTRACTOR will provide at CONTRACTORs expense all the utilities
used in operating the Transfer Stations and Recycling Facility At the Baker
Transfer Station the CONTRACTOR shall pre-treat leachate to a pH between 60
and 85 The COUNTY shall transport the treated leachate for further treatment
and disposal
452 The CONTRACTOR shall be responsible for the maintenance and repair of all
real property at the Transfer Stations and Recycling Facility in accordance with
industry and operational standards It shall also be the CONTRACTORs
responsibility to replace all or part of the property fixtures machinery
improvements and equipment as required to maintain the operation and
performance of the Transfer Stations and Recycling Facility including facility
expansion necessary to accommodate increased throughput The CONTRACTOR
shall maintain and or replace as appropriate all rolling stock utilized by the
CONTRACTOR in performance of this Agreement
453 The CONTRACTOR shall specifically establish a procedure for monitoring the
wear on the waste receiving floors and shall establish a repair procedure before
the wear has progressed to the point that further wear could jeopardize the
renewal of the floor surface or involve replacement of the steel reinforcement in
the floor The floor shall be resurfaced by the CONTRACTOR at least once
during the te1m ofthis Agreement
Okaloosa County Transfer Contract_Final Page 16 of 52
454 The CONTRACTOR shall remove Solid Waste from the transfer station tipping
floors in accordance with its operating permits
455 The CONTRACTOR shall operate the facilities to allow for a turnaround time of
not greater than twenty (20) minutes for vehicles delivering waste or Recyclable
Materials
456 The Transfer Stations and Recycling Facility will be maintained in a neat clean
and attractive manner consistent with its function and present a positive public
appearance
457 The CONTRACTOR shall control litter at the Transfer Stations and Recycling
Facility sites Adequate litter control is defined as minimizing litter leaving the
site and the collection of off-site and on-site litter at the end of eve1y business
day
458 The CONTRACTOR shall separate tires White Goods and Electronics delivered
to the Transfer Stations from other waste and place them in separate containers as
provided by the COUNTY
46 HOURS AND DAYS OF OPERATION
The Transfer Stations and Recycling Facility will be open to the public from 600 am
until 500 pm Monday through Friday and 600 am until 1200 noon Saturday The
COUNTY reserves the right to alter the operating hours of the facilities The
FRANCillSEE and COUNTY agree to negotiate a reasonable rate adjustment if such
change in operating hours affects operating costs
47 HOLIDAYS
The CONTRACTOR will close the Transfer Stations and Recycling Facility on the
following holidays New Years Day Thanksgiving and Clumiddotistmas
Okaloosa County Transfer Contract_Final Page 17 of 52
48 COUNTY ACCESS
The CONTRACTOR shall afford reasonable access at any reasonable time to the
Transfer Stations and Recycling Facility by the COUNTY its authorized agents or public
authorities having regulatory jurisdiction over the facilities Such visits shall be
conducted in a manner so as to cause minimum interference with the performance of
CONTRACTOR s responsibilities hereunder All persons conducting such visits shall
provide appropriate identification and shall comply with CONTRACTORs established
safety rules and regulations
49 TRANSPORTATION OF ACCEPTABLE WASTE
The CONTRACTOR shall be responsible for all transportation of Acceptable Waste
except White Goods and tires once it has been accepted for disposal at the Transfer
Stations The CONTRACTOR shall transport Electronics to the COUNTY facility
designated by Authorized Representative The CONTRACTOR may transpmt
Constmction and Demolition Debris to a permitted facility of its choosing The
CONTRACTOR shall transpmt all other Acceptable Waste to the Spring Hill Regional
Landfill and shall have the duty to ensure that the transportation will be performed in
accordance with applicable regulations and will be prompt safe and efficient Upon
approval by the Authorized Representative the CONTRACTOR may transpmt
Acceptable Waste to a different permitted facility If such facility is closer to Okaloosa
County than the Spring Hill Regional Landfill the CONTRACTOR and COUNTY shall
negotiate a co=ensurate rate adjustment
410 PROCESSING OF RECYCLABLE MATERIALS
The CONTRACTOR shall be responsible for all transportation and processmg of
Recyclable Materials accepted at the Recycling Facility
411 RECORDKEEPING AND REPORTING
4111 The CONTRACTOR records required herein shall be maintained in electronic
database format utilizing Microsoft software or in a format approved by the
Okaloosa County Transfer Contract_Final Page 18 of 52
Authorized Representative The databases shall be readily available for inspection
by the COUNTY at any time during normal operating hours and information in
the records shall be shared with the COUNTY upon request
4112 The CONTRACTOR shall weigh and record all inbound and outbound vehicles
carrying materials including transfer trucks at the Fort Walton Beach Transfer
Station and Recycling Facility Each vehicle delivering waste or Recyclable
Materials shall be properly identified and authorized in a manner satisfactory to
the COUNTY and CONTRACTOR Weights of all waste and Recyclable
Materials shall be recorded in the COUNTYs WasteWorks system
4113 The weight of Acceptable Waste and Recyclable Materials shall be determined
using the weigh scales at the facility The CONTRACTOR shall at regular
intervals test the accuracy of the weigh scales such testing shall occur at least
once every ninety (90) Days The test records for the term of this Agreement shall
be kept on file in the scale house at the facility
4114 The CONTRACTOR shall maintain the original weight records that identify the
vehicles the time of weighing( s) and the tare weights of the vehicles for a period
of five (5) years after which CONTRACTOR may dispose of such records The
CONTRACTORs records so developed will be used as a basis for calculating
quantities of waste and Recyclable Materials and shall be subject to review
including spot checking by the COUNTY at its discretion on site or made
available to the COUNTY at such times as it may reasonably request Required
records in this category include but are not limited to itemized statements of the
amount of Acceptable Waste delivered to the Transfer Stations as further defmed
in Article 4
4115 The COUNTY shall be entitled to have its designated representatives at the
Transfer Stations and Recycling Facility at all times and CONTRACTOR shall
designate a suitable site for an office if required by COUNTY The COUNTY
shall further have the right to station its employees at all weigh scales to verify the
Okaloosa County Transfer Contract_Final Page 19 of52
correctness of the weight records and the CONTRACTOR shall provide
reasonable space for said employees
4116 The CONTRACTOR shall provide the Authorized Representative with its internal
tonnage report which shall include all waste delivered to the Transfer Stations
and all Recyclable Materials delivered to the Recycling Facility Tonnage shall
be broken down by material type and source of generationdelivery with all waste
and Recyclable Materials collected within the COUNTYs Franchise Area clearly
noted For Recyclable Materials collected within the COUNTYs Franchise Area
the CONTRACTOR shall provide an estimate of the breakdown of such material
by commodity Such report shall be submitted in electronic format within seven
(7) Days after the end of each month
412 TRANSITION
4121 The CONTRACTOR shall cooperate with the COUNTY or its designated
contractor during any transition period at the end of this Agreement Such
cooperation includes but is not limited to allowing site visits of the facilities by
the COUNTY or its contractor with advance notice and ensuring all facilities are
in Required Tum Back Condition pursuant to Paragraph 41
4122 The CONTRACTOR shall transfer all active facility permits for the Transfer
Stations and Recycling Facility to the COUNTY or its designated contractor as
requested by the COUNTY in a timely manner so as to avoid any disruption of
service
ARTICLES CONTRACTORS COMPENSATION
51 BASE RATE
The combined total rate for Acceptable Waste handling transportation and disposal paid
to the CONTRACTOR by the COUNTY shall be $3677 per Ton ofrep011ed and verified
waste receipts with the exception of Recyclable Materials Special Waste or
Okaloosa County Transfer Contract_Final Page20 of52
Construction and Demolition Debris managed at the facilities This rate shall take effect
on the Commencement Date of this Agreement and shall continue without adjustment
through September 30 2011
52 RATE ADJUSTMENTS
On October I 2011 and October 1 of each subsequent Contract Year of this Agreement
the CONTRACTORs base rate as provided in Paragraph 51 shall be adjusted
accmding to the following methodology as further explained in Exhibit C seventy
percent (70) of the rate shall be adjusted based on seventy-five percent (75) of the
percentage change in the CPI for the twelve (12) months ending on the preceding June
30ili and thirty percent (30) of the rate shall be adjusted based on the percent change in
the US Department of Energy Fuel Index for the previous twelve (12) months ending on
the preceding June 30ili The total rate adjustment each year may not exceed two percent
(2) of the previous years rates
53 BILLING AND PAYMENT OF CONTRACTORS FEES
531 CONTRACTOR shall keep records of all Acceptable Waste received at the
Transfer Stations as described herein
532 CONTRACTOR shall invoice the COUNTY monthly for the handling
transportation and disposal fees as set forth herein for Acceptable Waste
received at the Transfer Stations This invoice must include detailed information
regarding waste receipts including Solid Waste Bulk Waste Special Waste
Recyclable Material Unacceptable Waste and Merchant Waste in a format
approved by the Authorized Representative Only waste receipts reported using
this format and verified by the COUNTY will be paid COUNTY shall pay such
invoices within thirty (30) Days from the date of invoice or request additional
info1mation if adequate information is not provided
Okaloosa County Transfer Contract_Final Page 21 of52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS
COUNTY shall be responsible for the setting and collection of charges associated with all waste
receipts except as provided herein
61 ACCEPTABLE WASTE
The rates charged for Acceptable Waste will be as established by COUNTY Ordinance
No 00-08 and any amendments thereto If a waste load is too small to be accurately
weighed by the Transfer Stations weigh scales a flat rate shall be charged to the
customer per vehicle as established by COUNTY Ordinance No 00-08 and any
amendments thereto
62 SPECIAL WASTE
CONTRACTOR shall be responsible for setting rates associated with Special Waste
63 CONSTRUCTION AND DEMOLITION DEBRIS
CONTRACTOR shall use its best efforts to deliver a mmnnum of 1000 Tons of
Construction and Demolition Debris (CampD) per month to the Transfer Stations
collectively The COUNTY shall charge the CONTRACTOR a Ten Dollar ($1000) per
Ton host fee for all CampD material delivered to the Transfer Stations This CampD material
shall not be subject to any additional charges or Costs including tipping fees by the
COUNTY to the CONTRACTOR
64 RECYCLABLE MATERIALS
Recyclable Materials delivered by or on behalf of the COUNTY Incorporated
Municipalities or by private citizens directly or collected by the CONTRACTOR from
Commercial Business Establishments in the COUNTY will be accepted at no charge
The CONTRACTOR may negotiate Recyclable Materials processing fees with other
entities delivering such materials to the Recycling Facility
Okaloosa County Transfer Contract_ Final Page22 of52
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS
71 COUNTY RECYCLABLE MATERIALS
The CONTRACTOR shall pay the COUNTY revenue for each Ton of Recyclable
Materials delivered by or on behalf of the COUNTY to the Recycling Facility as follows
711 Each month the CONTRACTOR shall calculate the Average Market Value
(AMV) of Recyclable Materials defined as the sum of commodity prices (US
Dollar per Ton) posted on the first week of the month for the Southeast USA in
SecondaryMaterialsPricingcom and SecondaryFiberPricingcom multiplied by
the composition of the Recyclable Materials as defmed in Table 1 Exhibit D
provides an example ofthis calculation
Table 1
Composition ofRecyclable Materials and Market Indexes for Determining AMV
lVIaterial Index Description Percentale Newspaper (ONP) PSI 8 Baled FOB sellers dock 5260 Corrugated Cardboard (OCC) PSI 11 Baled FOB sellers dock 1130 Mixed Paper PSI 1 Baled FOB sellers dock 460 Aseptic Containers NIA 000 Aluminum Cans Aluminum Cans Sorted and Baled Delivered 170 Steel Cans Steel Cans Sorted and Baled Delivered 230 PET PET Baled Picked Up 460 HDPE (Natural) Natural HDPE Baled Picked Uo 090 HDPE (Colored) Colored HDPE Baled Picked Up 180 Clear Glass Flint Delivered 830 Green Glass Green Delivered 450 Brown Glass Amber Delivered 490 Contamination NIA 250
712 Each month the CONTRACTOR shall pay revenue to the COUNTY based on
the AMV equal to the total Tons of Recyclable Materials delivered by or on
behalf of the COUNTY multiplied by the revenue payment in Table 2 The
revenue payment in Column A will be in effect through March 31 2013 and that
in Column B will be in effect after that date If a Mate1ials Recovery Facility
Okaloosa County Transfer Contract_Final Page23 of52
(MRF) is developed by the CONTRACTOR within a 200 mile radius of the
COUNTY prior to March 31 2013 the revenue payment in Column B will go
into effect when such MRF becomes operational
Table 2
Per Ton Revenue Payment to COUNTY Based on AMV
Avera2e Market Value COLUMN A COLUMNB
Low Hi2h
Revenue Payment to COUNTY ($Ton)
until March 31 2013
Revenue Payment to COUNTY($Ton)
after March 31 2013 lt$8001 $9000 $2000 $2000
$9001 $10000 $2000 $2500
$10001 $11000 $2000 $3000 $11001 $12000 $2000 $3500
$12001 $13000 $2500 $4000
$13001 $14000 $3000 $4500 $14001 $15000 $3500 $5000 $15001 $16000 $4000 $5500 $16001 $17000 $4500 $6000
$17001 $18000 $5000 $6500 $18001 $19000 $5500 $7000 $19001 $20000 $6000 $7500
$20001 $21000 $6500 $8000 $21001 $22000 $7000 $8500
$22001 gt$23000 $7500 $9000
713 No later than the fifteenth (15th) Day of each month the CONTRACTOR shall
submit a Monthly Payment Report in a format approved by the Authorized
Representative for the previous calendar month detailing the calculation of each
revenue payment and the total revenue payment due to the COUNTY Said
revenue payment shall be remitted to the COUNTY within thirty (30) Days from
the end of the month for which the payment is being made
714 The CONTRACTOR may request a study to measure the composition of
Recyclable Materials utilized to calculate the AMV pursuant to Paragraph 7 1
Okaloosa County Transfer Contract_Final Page 24 of52
Table I of this Agreement such request being subject to approval by the
COUNTY If approved by the COUNTY the CONTRACTOR and COUNTY
shall jointly develop a methodology and cost estimate to conduct the composition
study The final methodology and selection of the Independent Third Party to
conduct the study must be approved by the Authorized Representative The
parties shall share equally in paying for the cost of the study Study results are
subject to final approval by the Authorized Representative Once approved
adjustments to the composition of Recyclable Materials shall become effective for
the following month and remainder of the term of the Agreement or until further
adjusted in accordance with this article
72 OTHER RECYCLABLE MATERIALS
The CONTRACTOR will remit $20 per Ton of Recyclable Material received at the
Recycling Facility that is not subject to Paragraph 71 with the exception of Recyclable
Materials not generated in Okaloosa County
ARTICLE 8 PERFORMANCE BOND
The CONTRACTOR shall furnish to the COUNTY a performance bond issued by a surety
licensed to do business in the State of Florida for the faithful performance of the Agreement and
all obligations arising hereunder The performance bond shall be made payable in favor of
Okaloosa County Florida or in lieu thereof pay to the COUNTY the sum of $200000000 A
complete bond shall be issued at least thirty (30) Days prior to the Commencement Date of this
Agreement
ARTICLE 9 LIQUIDATED DAMAGES
If the CONTRACTOR does not substantially fulfill its obligations under this Agreement the
COUNTY shall provide written notice to the CONTRACTOR of specific areas of deficiency
Examples of such deficiencies include but are not limited to the following
Okaloosa County Transfer Contract_Final Page 25 of 52
(a) Violation of environmental laws
(b) Inadequate litter control at the Transfer Stations andor the Recycling Facility Adequate
litter control is defined as minimizing litter leaving the site and the collection of off-site
and on-site litter at the end of every business day
(c) Failure to remove Solid Waste from the transfer station tipping floor in accordance with
FRANCHISEEs operating permits
(d) Other conditions created by the CONTRACTOR that could impact public health and
safety and
(e) Poor maintenance of the Transfer Stations and Recycling Facility and equipment
resulting in a poor public image of the facilities
The CONTRACTOR shall initiate reasonable steps to correct these deficiencies within seventyshy
two (72) hours of written notice If the CONTRACTOR does not initiate reasonable steps within
seventy-two (72) hours the COUNTY may at its discretion impose liquidated damages of $500
per Day until deficiencies are satisfactorily con-ected as determined by the COUNTY If the
CONTRACTOR has not con-ected these deficiencies within thirty (30) Days of receipt of written
notice the CONTRACTOR will be considered in default of the Agreement and the COUNTY
may terminate this Agreement and recover damages in the full amount of the performance bond
The COUNTY may assess liquidated damages pursuant to this Aliicle on a monthly basis and
shall at the end of each month notify the CONTRACTOR in writing of the liquidated damages
assessed and the basis for each assessment In the event the CONTRACTOR wishes to contest
such assessment(s) the CONTRACTOR shall within five (5) Days after receiving such notice
request in writing an opportunity to be heaimiddotd by the Board and present its defense to such
assessment(s)
The COUNTYs Authorized Representative shall notify the CONTRACTOR in writing of any
action taken with respect to CONTRACTORs claims and the decision of the Board will be final
Okaloosa County Transfer Contract_Final Page 26 of 52
ARTICLE 10 DEFAULT AND TERMINATION
The COUNTY may terminate this Agreement except as otherwise provided below in this
paragraph by giving CONTRACTOR fifteen (15) Days advance written notice upon the
happening of any one of the following events
(a) The CONTRACTOR fails to remedy deficiencies as noted in Article 9 within
thirty (30) Days of receipt ofwritten notice by the COUNTY
(b) The CONTRACTOR takes the benefit of any present or future insolvency statute
or shall make a general assigmnent for the benefit of creditors or file a voluntary
petition in bankruptcy or a petition or answer seeking readjustment of its
indebtedness under the Federal United States or any state thereof or consent to
the appointment or a receiver trustee or liquidator of all or substantially all of its
property or
(c) By order or decree of a court the CONTRACTOR shall be adjudged bankrupt or
an order shall be made approving a petition filed by any of its creditors or by any
of the Stockholders of the CONTRACTOR seeking its reorganization or the
readjustment of its indebtedness under federal bankrnptcy laws or under any law
of statute of the United States or of any state thereof provided that if any such
judgment is stayed or vacated within sixty ( 60) Days after the entry thereof any
notice of cancellation shall be and become null void and of no effect or
(d) By or pursuant to or under authority of any legislative act resolution or rule or
any order or decree of any cornt or government board agency or office having
jurisdiction a receiver trustee or liquidator shall take possession or control of all
or substantially all of the property of the CONTRACTOR and such possession of
control shall continue in effect for a period of sixty ( 60) Days or
(e) The CONTRACTOR shall voluntarily abandon desert or discontinue its
operation hereunder granted
Okaloosa County Transfer Contract_Final Page 27 of52
Then such shall be considered a material breach of this Agreement and the Authorized
Representative shall notify the CONTRACTOR in writing of the breach If within a period of
fifteen (15) Days the CONTRACTOR has not eliminated the conditions considered to be a
breach of contract or having so co=enced shall fail thereafter to continue with diligence the
cming thereof the Authorized Representative shall notify the Board
After these fifteen (15) Days the COUNTY can cause the CONTRACTOR to be obligated to pay
the COUNTY the amount specified in the bond and has the authority to terminate this
Agreement
ARTICLE 11 INSURANCE
111 CONTRACTORS INSURANCE
1111 The CONTRACTOR shall not co=ence any work in connection with this
Agreement until he has obtained all required insurance and such insurance has
been approved by the Okaloosa County Risk Management Director
1112 All insurance policies shall be with insurers licensed to do business in the State of
Florida and any insuring company is required to have a rnininimn rating of A
Class X in the Best Key Rating Guide published A M Best amp Co Inc
1113 All insurance shall include the interest of all entities names in and its respective
agents consultants servants and employees of each and all other interests as may
be reasonably required by Okaloosa County as Additional Insured The coverage
afforded the Additional Insured under this policy shall be primary insurance If
the Additional Insured have other insurance that is applicable to the loss such
other insurance shall be on an excess or contingent basis The amount of the
companys liability under this policy shall not be reduced by the existence of such
other insurance
Okaloosa County Transfer Contract_Final Page 28 of 52
1114 The County of Okaloosa shall be listed as Additional Insured by policy
endorsement on all insurance contracts applicable to this Agreement except
Workers Compensation and Professional Liability
1115 The County of Okaloosa shall be furnished proof of coverage by certificates of
insurance (COI) and endorsements for every applicable insurance contract
required by this Agreement The COI s and policy endorsements must be
delivered to the Autho1ized Representative not less than ten (10) Days prior to the
commencement of any and all contractual agreements between the County of
Okaloosa and the CONTRACTOR
1116 The COUNTY shall retain the right to reject all insurance contracts that do not
meet the requirement of this Agreement Further the COUNTY reserves the right
to change these insurance requirements with 60-Day notice to the
CONTRACTOR
1117 The insurance definition of Insured or Additional Insured shall include
Subcontractors Sub-subcontractors and any associated or subsidiary companies
of the CONTRACTOR which are involved and which is a part of the contract
1118 The COUNTY reserves the right at any time to require the CONTRACTOR to
provide certified copies of any insurance policies to document the insurance
coverage specified in this Agreement
1119 The designation of CONTRACTOR shall include any associated or subsidiary
company which is involved and is a part of the contract and such if any
associated or subsidiary company involved in the project must be named in the
Workers Compensation coverage
111IOAll policies shall be written so that the COUNTY will be notified of cancellation
or restrictive amendments at least thirty (30) Days prior to the effective date of
such cancellation or amendment Such notice shall be given directly to the
Authorized Representative
Okaloosa County Transfer Contract_Final Page 29 of 52
112 WORKERS COMPENSATION INSURANCE
1121 The CONTRACTOR shall secure and maintain during the life of this agreement
Workers Compensation insurance for all of his employees employed for the
project or any site connected with the work including supervision administration
or management of this project and in case any work is sublet with the approval
of the County of Okaloosa the CONTRACTOR shall require the Subcontractor
similarly to provide Workers Compensation insurance for all employees
employed at the site of the project and such evidence of insurance shall be
furnished the County of Okaloosa not less than ten (10) Days prior to the
conunencement of any and all subcontractual agreements which have been
approved by the County of Okaloosa
1122 Such insurance shall comply with the Florida Workers Compensation Law
1123 No class of employee including the CONTRACTOR himself shall be excluded
from the Workers Compensation insurance coverage The Workers
Compensation insurance shall also include Employers Liability coverage
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE
1131 The CONTRACTOR shall maintain Business Automobile Liability insurance
coverage throughout the life of this Agreement The insurance shall include
Owned Non-owned amp Hired Motor Vehicle coverage
1132 The CONTRACTOR shall carry other Conunercial General Liability insurance
against all other Bodily Injury Property Damage and Personal and Advertising
Injury exposures The coverage shall include both On- and Off-Premises
Operations Contractual Liability Board Form Property Damage and
Professional Liability
1133 All liability insurance ( other than Professional Liability) shall be written on an
occurrence basis and shall not be written on a claim-made basis If the insurance
Okaloosa County Transfer Contract~Final Page 30 of 52
is issued with an aggregate limit of liability the aggregate limit of liability shall
apply only to the locations included in this Agreement If as the result of any
claims or other reasons the available limits of insurance reduce to less than those
stated in the Limits of Liability the CONTRACTOR shall notify the Authorized
Representative in writing The CONTRACTOR shall purchase additional liability
insurance to maintain the requirements established in this Agreement Umbrella
or Excess Liability insurance can be purchased to meet the Limits of Liability
specified in this Agreement
1134 Commercial General Liability coverage shall be endorsed to include the
following
Premises - Operation Liability
Occurrence Bodily Injmy and Property Damage Liability
Independent CONTRACTORs Liability
Completed Operations and Products Liability
1135 CONTRACTOR shall agree to keep in continuous force Commercial General
Liability coverage including Completed Operations and Products Liability for two
(2) years beyond acceptance ofproject
114 LIMITS OF LIABILITY
The insurance required shall be written for not less than the following or greater if
required by law and shall include Employers liability with limits as prescribed in this
contract
LIMIT
A Workers Compensation
(1) State Statut01y
(2) Employers Liability $1000000 each accident
B Business Automobile amp Commercial $1000000 each occurrence
General Liability Insurance (A combined single limit)
C Personal and Adve1tising Injury $250000
D Pollution Liability $10000000 each occurrence
Okaloosa County Transfer Contract_Final Page 31 of 52
115 NOTICE OF CLAIMS AND LITIGATION
The CONTRACTOR agrees to report any incident or claim that results from performance
of this Agreement The COUNTY representative shall receive written notice in the form
of a detailed written repmi describing the incident or claim within ten ( 10) Days of the
CONTRACTORs knowledge In the event such incident or claim involves injury andor
property damage to a third party verbal notification shall be given the same Day the
CONTRACTOR becomes aware of the incident or claim followed by a written detailed
report within ten (10) Days of verbal notification
116 INDEMNIFICATION AND HOLD HARMLESS
To the fullest extent permitted by law CONTRACTOR shall indemnify and hold
harmless COUNTY its officers and employees from liabilities damages losses and
Costs including but not limited to reasonable attorney fees to the extent caused by the
negligence recklessness or intentional wrongful conduct of the CONTRACTOR and
other persons employed or utilized by the CONTRACTOR in the performance of this
contract
117 CERTIFICATES OF INSURANCE
1171 Certificates of insurance in duplicate indicating the job site and evidencing all
required coverage must be submitted to and approved by Okaloosa County prior
to the commencement of any of the work The certificate holder(s) shall be as
follows
Okaloosa County
602-C No1ih Pearl Street
Crestview Florida 32536
1172 All policies shall expressly require thirty (30) Days written notice to Okaloosa
County at the address set out above or the cancellations of material alterations of
such policies and the Certificates of Insurance shall so provide
Okaloosa County Transfer Contract_Final Page32 of52
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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LEXAL DESCRIPrIOO CCHoIDvCIN3 at the concrete nonurrent (1980 FAFB) rrarking the NW corner of the NE ( ~f section 8 lbwnship 2 South Range 24 West Okaloosa Co1lllty Florida run S88-2048E along the north boundacy thereof 62500 feet to a concrete mgtrnnEnt numbered 3501 thence S03deg00 1 181w 20006 feet to a concrete rronurrent mmtered 3501 and the POINI OF BEGINNIIlaquo thence continue S03deg00 1 l811W 6602 feet to a concrete mmUOOlt numbered 3501 thence S88deg2048 11E 113000 feet to a ooncrete nonument mmbered 3501 on the weseerly right-of-way line of the Hill Avenue Extension AKA Freedan-Way thence N07deg1545 11E along said right-of-way line 6632 feet to a concrete rromment nurrbered 3501 thence N88deg2048W 113493 feet to the POINT OF BffiINNING Containing 172 acres nore or less SUbject to easanent of record ittls property is to be used as county maintained road
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LFGAL DFSCRIPrION PARCEL B BEGINNING at the concrete monument marking (1980 JilFB) the NW corner of the NE of Section 8 Township 2 South Range 24 West Okaloosa OJunty Florida run S88deg20 14811 E along the north boijndary thereof 62500 feet to a concrete monunent numbered 3501 tBence S03 001 l81W 46000 feet to a concrete monument numbered 3501 thence N88 2048W 62500 feet to a concrete monument num~red 3501 on the west boundary of the aforesaid NE~ of Section 8 thence N03 0018E along said west boindary 46000 feet to the POINT OF BEGINNING Containing 660 acres more or less middot
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John w Minger Exec Vice Pres Northgate Developnent Ompany Inc
RCD1 OCT 23 1989 NEWMAN C BRACKIN
FILElt 1058478 OKALOOSA COUNTYFL0R1DA
r Waste Management Inc of Florida
w~o11 poatollH addra U 500 Cypress Creek Road West Suite 300 Fort Lauderdale Florida 33309
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EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
ARTICLE 6 CHARGES FOR WASTE RECEIPTS 22
61 ACCEPTABLE WASTE 22
62 SPECIAL WASTE 22
63 CONSTRUCTION AND DEMOLITION DEBRIS 22
64 RECYCLABLE MATERIALS 22
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS 23
71 COUNTY RECYCLABLE MATERIALS 23
72 OTHER RECYCLABLE MATERIALS 25
ARTICLE 8 PERFORMANCE BOND 25
ARTICLE 9 LIQUIDATED DAMAGES 25
ARTICLE 10 DEFAULT AND TERMINATION 27
ARTICLE 11 INSURANCE 28
I II CONTRACTORS INSURANCE 28
112 WORKERS COMPENSATION INSURANCE 30
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE 30
114 LIMITS OF LIABILITY 31
115 NOTICE OF CLAIMS AND LITIGATION 32
116 INDEMNIFICATION AND HOLD HARMLESS 32
117 CERTIFICATES OF INSURANCE 32
118 GENERALTERMS 33
119 UMBRELLA INSURANCE 34
ARTICLE 12 FORCE MAJEURE 34
121 INABILITY TO PERFORM 34
122 EVENTS OF FORCE MAJEURE 35
123 WRITTEN NOTIFICATION 35
Okaloosa County Transfer Contract_Final Page3 of52
ARTICLE 13 TITLE TO WASTE 36
ARTICLE 14 ARBITRATION36
141 ARBITRATION 36
142 INDEPENDENT THIRD PARTY 36
143 AMBIGUITY 37
ARTICLE 15 OTHER TERMS AND CONDITIONS 37
151 WAIVER 37
152 ASSIGNMENT OF AGREEMENT 37
153 SUBCONTRACTORS 37
154 INDEPENDENT CONTRACTOR 38
155 NON-DISCRIMINATION PROVISIONS 38
156 LAW TO GOVERN VENUE JURISDICTION 39
157 ILLEGAL PROVISIONS 39
158 MODIFICATIONS 39
159 PREPARATION OF AGREEMENT 39
1510 REMEDIES CUMULATIVE 39
1511 HEADINGS 40
1512 REPRESENTATIONS OF CONTRACTOR 40
1513 REPRESENTATIONS OF COUNTY 40
1514 REPRESENTATIVES 40
1515 NOTICES 41
1516 ENTIRE AGREEMENT 42
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT 42
EXHIBIT A SPECIAL WAS TE 43
EXHIBIT B REAL PROPERTY WARRANTY DEEDS 46
EXHIBIT C CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO
CONTRACTORS RATE 49
EXHIBIT D SAMPLE AVERAGE MARKET VALUE CALCULATION 50
Okaloosa County Transfer Contract_Final Page4 of52
SOLID WASTE TRANSFER STATION OPERATION AGREEMENT
THIS AGREEMENT is made as of this J)Paay 8~ 2010 by and
between Okaloosa County Florida (the COUNTY) a political subdivision of the State of
Florida and Waste Management Inc ofFlorida (hereinafter refened to as CONTRACTOR) a
corporation duly organized and validly existing under and by virtue of the laws of the State of
Florida and authorized to do business in the State ofFlorida
WITNESSETH
WHEREAS the COUNTY and the CONTRACTOR entered into an agreement dated as of June
2 2000 pursuant to which CONTRACTOR operates transfer stations utilizing state-of-the-rut
techniques and in accordance with the rules and regulations of the Florida Deprutment of
Environmental Protection including but not limited to 62-701801 FAC and all referenced
codes for the purpose of receiving and transporting Solid Waste to a disposal site as provided
therein and
WHEREAS such contract for Solid Waste Transfer Station Operations authorizes the renewal of
said agreement and
WHEREAS the COUNTY and CONTRACTOR desire that CONTRACTOR continue to
operate and manage transfer stations under the te1ms and conditions set fotth in this Agreement
NOW THEREFORE in consideration of the premises contained in this Agreement the patties
hereto intend to be legally bound as follows
Okaloosa County Transfer Contract_Final Page 5 of52
ARTICLE 1 DEFINITIONS
The following words and expressions ( or pronouns used in their stead) shall wherever they
appear in this Agreement be constrned as follows unless a different meaning is clear from the
context Words of the masculine gender shall be deemed and construed to include correlative
words of the feminine and neuter genders Unless the context shall otherwise indicate all words
shall include the plum as well as the singular number and the word person shall include
corporations and associations including public bodies as well as natural persons
Acceptable Waste shall mean Solid Waste including garbage rnbbish refuse residue
incidental amounts of household hazardous waste as permitted by the Florida Department of
Environmental Protection and other discarded solid or semi-solid mate1ials resulting from
domestic commercial industrial recycling resource recovery agricultural and governmental
operations Acceptable Waste also includes Bulk Waste Special Waste (except those defined
under Unacceptable Waste) and Recyclable Materials Acceptable Waste shall not include
regulated Hazardous Waste Medical Waste Biomedical Waste Biological Waste Infectious
Waste and Yard Trash
Agreement shall mean this Agreement including all attachments and amendments thereto
Authorized Representative means the Public Works Director or as othetwise designated in
writing by the Board to represent the COUNTY in the administration and supervision of this
Agreement
Biomedical Waste means any Solid Waste or liquid waste which may present a threat of
infection to humans The term includes but is not limited to non-liquid human tissue and body
parts laboratory and veterinary waste that contain human disease-causing agents used
disposable shaips human blood human blood products body fluids and other materials that in
the opinion of the Department of Health and Rehabilitative Services represent a significant risk
of infection to persons outside the generating facility
Biological Waste means Solid Waste that causes or has the capability of causing disease or
infection and includes but is not limited to Biomedical Waste diseased or dead animals and
other wastes capable of transmitting pathogens to humans or animals
Okaloosa County Transfer Contract_Final Page 6 of52
Board shall mean the Board of County Commissioners of Okaloosa County Florida which is
the governing body of the COUNTY
Bulk Waste shall mean any waste that requires additional management due to its bulk or
weight and shall include Household Furniture treated lumber Electronics bicycles push type
lawn mowers with all oil and gas drained automotive tires and White Goods Bulk Waste does
not include any form of matter or debris resulting from tree removal land clearing land
development or Special Waste as defmed herein
Commencement Date means the first day of the month following the Effective Date of this
Agreement
Commercial Business Establishment means any establishment other than a residential
dwelling apartment complex condominium complex or trailer park and shall be and shall
include but not be limited to all retail professional wholesale and industrial facilities
manufacturing facilities non-profit enterprises governmentalpublic agencies and any other
commercial enterprises offering goods or services to the public
Commercial Waste means any Acceptable Waste generated at a Commercial Business
Establishment
Construction and Demolition Debris means discarded materials generally considered to be
not water-soluble and nonhazardous in nature including but not limited to steel glass brick
concrete asphalt roofing material pipe gypsum wallboard and lumber from the construction or
destruction of a structure as paii of a construction or demolition project or from the renovation of
a structure and including rocks soils tree remains trmiddotees and other vegetative matter that
nmmally results from land clearing or land development operations for a construction project
including such debris from construction of structures at a site remote from the construction or
demolition project site Mixing of Construction and Demolition Debris with other types of Solid
Waste will cause it to be classified as other than Construction and Demolition Debris The term
also includes
(a) Clean cardboard paper plastic wood and metal scraps from a construction project
Okaloosa County Transfer Contract_Final Page7 of52
(b) Except as provided ins 403707(9)(j) Florida Statutes unpainted nontreated wood
scraps from facilities manufacturing materials used for construction of structures or
their components and unpainted nontreated wood pallets provided the wood scraps
and pallets are separated from other Solid Waste where generated and the generator
of such wood scraps or pallets implements reasonable practices of the generating
industry to minimize the commingling of wood scraps or pallets with other Solid
Waste and
(c) De minimus amounts of other nonhazardous wastes that are generated at
construction or destruction projects provided such amounts are consistent with best
management practices of the industry
Contract Year means the time from the Commencement Date through March 31 2012 and
each calendar year thereafter
Costs shall mean the costs of labor materials supplies major rental equipment and tools
other direct costs and allocable indirect costs such as fringe benefits general and administrative
expenses and indirect labor costs
COUNTY shall mean Okaloosa County Florida acting by and tlnmiddotough its Board of County
Commissioners
CPI as used herein shall be the revised Consumer Price Index for All Urban Consumers South
Urban for all items not seasonally adjusted published by the Bureau of Labor Statistics US
Department of Labor 1984-82 = 100 In the event the US Department of Labor Bureau of
Labor Statistics ceases to publish the CPI the parties hereby agree to substitute another equally
authoritative measure of change in the purchasing power of the US dollar as may be then
available
Day shall mean one calendar day when used in this Agreement
Effective Date means the date this Agreement becomes effective when executed by the
parties or when the Board adopts the Ordinance establishing the rates specified herein
whichever later occurs
Okaloosa County Transfer Contract_Final Page 8 of52
Electronics means computers monitors keyboards nnce termmals printers modems
scanners cell phones televisions and copiers and other electronic equipment as directed by the
COUNTY
Franchise Area means the specifically described geographic areas exclusively assigned to a
franchisee for the purpose of residential Solid Waste Yard Trash and Bulk Waste Collection
and if applicable Recyclable Material Collection pursuant to the COUNTYs Residential Solid
Waste and Recycling Collection Franchise Agreement
Fuel Index as used herein shall be the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low
Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) published by the US
Department of Energy Energy Information Administration In the event the US Department of
Energy Energy Information Administration ceases to publish the fuel prices the parties hereby
agree to substitute another equally authoritative measure of change in the purchasing power of
the US dollar as may be then available
Hazardous Waste means Solid Waste or a combination of Solid Wastes (even though it may
be part of delivered load of waste) which because of its quantity concentration or physical
chemical or infectious characteristics may cause or significantly contribute to an increase in
mortality or an increase in serious irreversible or incapacitating reversible illness or may pose a
substantial present or potential hazard to human health or environment when improperly
transported disposed of stored treated or otherwise managed Hazardous Waste shall include
all such waste as defined by the Rules of the Florida Department of Environmental Protection
Chapter 62-730 FAC or 40 Code ofFederal Regulations 261 or both as either or both may be
amended from time to time and to the extent either or both is applicable to the disposal of waste
in Florida Hazardous Waste is not intended to include de minimus amounts of household
hazardous wastes as defined by FAC 62-701100
Household Furniture means all movable compactable articles or apparatus such as chairs
tables sofas mattresses etc for equipping a house
Okaloosa County Transfer Contract_Final Page9 of52
Incorporated Municipalities means those duly Incorporated Municipalities in Okaloosa
County consisting of Cinco Bayou Crestview Destin Fort Walton Beach Laurel Hill Mary
Esther Niceville Shalimar and Valpariso
Independent Third Party means a qualified party mutually acceptable to both the COUNTY
and the CONTRACTOR
Infectious Waste means those wastes which may cause disease or may reasonably be
suspected of harboring pathogenic organisms Included are wastes resulting from the operation
of medical clinics hospitals and other facilities producing wastes which may consist of but are
not limited to diseased human and animal parts contaminated bandages pathological
specimens hypodermic needles contaminated clothing and surgical gloves
Merchant Waste means Acceptable Waste that was collected from locations outside the
COUNTY jurisdictional boundaries Merchant Waste does not include Co=ercial Waste
generated within unincorporated areas of the COUNTY or within Incorporated Municipalities
Recyclable Materials means those materials which are capable of being recycled and which
would otherwise be processed or disposed of as Solid Waste Recyclable Materials shall include
newspapers (including inse1ts ) conugated cardboard mixed paper (including brown paper bags
magazines phonebooks junk mail white and colored paper shredded paper in a bag and
paperboard) aluminum plastic containers and bottles marked with SPI codes 1-7 glass bottles
and jars tin and ferrous cans polycoated containers and other Solid Waste materials added upon
Agreement between the COUNTY and the CONTRACTOR when such materials have been
either dive1ted from the remaining Solid Waste stream or removed prior to their entry into the
remaining Solid Waste stream
Recycling Facility means the facility located adjacent to the Fort Walton Beach Transfer
Station at which Recyclable Materials are delivered for processing andor transport
Required Turn Back Condition means reasonable wear and tear co=ensurate with the time
of use and considering the CONTRACTORs responsibilities for maintenance repair and
replacement
Okaloosa County Transfer Contract_Final Page 10 of52
Solid Waste means garbage rubbish refuse trash clean debris or other similar discarded
material resulting from domestic industrial commercial mining agricultural or governmental
operations It excludes Yard Trash Bulk Waste Recyclable Materials and Special Waste
Special Waste means wastes that can require special handling and management but are not
considered Bulk Waste that are not accepted at a landfill or other disposal facility or that are
accepted at a landfill or other disposal facility at higher rates than are charged for refuse
including but not limited to wastes outlined in Exhibit A
Subcontractor shall mean a person firm or corporation other than employees of
CONTRACTOR who or which contracts with CONTRACTOR to furnish or actually furnishes
labor materials andor equipment for the Facility
Ton means a sh01i ton 2000 pounds (9078 metric tons)
Transfer Stations means the facilities currently located at 630 Martin Luther King Jr Blvd
(Fort Walton Transfer Station) and at the Baker Landfill (Baker Transfer Station) in Okaloosa
County capable of receiving Acceptable Waste for further transfer to a disposal facility for
ultimate disposition
Unacceptable Waste shall mean wastes that are not accepted for Class I disposal These
materials include Infectious Waste and Hazardous Wastes as defined above those wastes
excluded from the definition of Acceptable Wastes and materials exhibiting the following
characteristics
(a) Hazardous placards or markings
(b) Liquids
( c) Powders or dusts
(d) Drums or commercial size containers
( e) Chemical odors
Other unacceptable materials include
(a) Asbestos containing wastes
(b) Ash
Okaloosa County Transfer Contract_Final Page 11 of52
( c) Fluorescent light bulbs
( d) Mercury containing devices
(e) Whole tires
(f) Liquid Wastes
White Goods means discarded washers dryers refrigerators ranges microwave ovens water
heaters freezers small air conditioning units and other similar domestic large appliances
Yard Trash means vegetative matter resulting from landscaping maintenance including
accumulation of lawn grass shrubbery cuttings or clippings and dry leaf rakings palm fronds
small tree branches bushes or shrubs green leaf cuttings fruits or other matter usually created
as refuse in the care of lawns and yards Yard Trash does not include treated wood or any form
of matter or debris resulting from tree removal land clearing land development building
demolition home improvement or waste generated by tree surgeons
ARTICLE 2 CONTRACT PURPOSE AND TERM
21 PURPOSE
The pmpose of this Agreement is to establish the terms and conditions under which
CONTRACTOR shall manage operate and maintain the Transfer Stations
22 EFFECTIVE DATE AND COMMENCEMENT DATE
This Agreement shall become effective when executed by the paities or when the Board
adopts the Ordinance establishing the rates specified herein whichever later occurs The
Commencement Date of service shall be the first Day of the month following the
Effective Date of this Agreement
Okaloosa County Transfer Contract_Final Page 12 of52
23 TERM
The term of this Agreement shall commence on the Effective Date and end on March 31
2016 The term of this Agreement may be renewed for one (1) additional term of five (5)
years commencing at the end of the initial te1m by mutual agreement of the parties
ARTICLE 3 COUNTY RESPONSIBILITIES
31 DELIVERY OF ACCEPTABLE WASTE
The COUNTY or others authorized by the COUNTY shall deliver Acceptable Waste to
the Transfer Stations and Recyclable Materials to the Recycling Facility
32 MANNER OF DELIVERIES
The COUNTY shall grant to CONTRACTOR reasonable authority to deny admission to
the Transfer Stations of any vehicle carrying refuse which may leak spill or allow waste
to be blown or scattered about the Transfer Stations before unloading at the site
33 COOPERATION
COUNTY shall cooperate with CONTRACTOR in CONTRACTORs efforts to obtain
and renew all required permits licenses and approvals shall not appear as an objector in
any proceeding to consider the granting or renewal of such permits licenses or approvals
and shall promptly and reasonably consider any applications by CONTRACTOR
ARTICLE 4 CONTRACTOR RESPONSIBILITIES
41 OWNERSHIP AND TRANSFER OF OWNERSHIP
411 Throughout the full term of this Agreement the CONTRACTOR shall retain
ownership of the Transfer Stations and Recycling Facility At the conclusion of
the full term of the Agreement or in the event of CONTRACTOR default and
Okaloosa County Transfer Contract_Final Page 13 of52
termination by the COUNTY the Baker Transfer Station and all real property at
the Fort Walton Beach Transfer Station and Recycling Facility will be wholly
owned by the COUNTY and CONTRACTOR shall convey in Required Tum
Back Condition good and marketable title to the same to the COUNTY free and
clear of all liens or other encumbrances For the purposes of this Agreement real
property means the Fort Walton Beach Transfer Station and Recycling Facility
property as defined by the warranty deeds in Exhibit B and all physical buildings
and structures thereon including all equipment and fixtures with the exception of
rolling stock
412 In order to establish the Required Turn Back Condition of all real property at the
Transfer Stations and Recycling Facility and the need for repairs or replacements
if any the COUNTY and the CONTRACTOR shall conduct a joint inspection(s)
of the Facilities sites and buildings to include the utilities no later than thirty
(30) Days after the Effective Date of this Agreement The COUNTY and the
CONTRACTOR shall develop a list of any necessary repairs or replacements that
the CONTRACTOR is responsible for paying for andor performing such repairs
or replacements and establish a schedule for completing such work The
condition of the Facilities sites and buildings following completion of such
repairs and replacements shall be the Required Tum Back Condition allowing for
normal wear and tear commensurate with the time of use and considering the
CONTRACTORs responsibilities for maintenance repair and replacement
413 The CONTRACTOR shall maintain and convey at the conclusion of the full term
of this Agreement all real property at the Transfer Stations and Recycling Facility
to the COUNTY in Required Turn Back Condition The COUNTY shall notify
the CONTRACTOR of any deficiencies in the Required Tum Back Condition
and CONTRACTOR shall remedy such deficiencies
42 CAPITAL IMPROVEMENTS
The CONTRACTOR shall be solely responsible for the cost of all capital improvements
to the Transfer Stations and Recycling Facility
Okaloosa County Transfer Contract_Final Page 14 of 52
43 PERMITTING AND COMPLIANCE
The CONTRACTOR shall be responsible for obtaining and maintaining permits
approvals and licenses as are requrred for the operation of the Transfer Stations and
Recycling Facility CONTRACTOR shall operate the facilities in compliance with all
requirements of Federal State and local laws rules ordinances and regulations
applicable to the management of such facilities and as contained in the permits issued
relative to the facilities CONTRACTOR and the COUNTY agree to cooperate fully with
one another within reason in all efforts undertaken pursuant to this paragraph The
CONTRACTOR shall be responsible at its sole cost for the payment of all fines
penalties and citations that the CONTRACTOR may incur
44 ACCEPTANCE OF WASTE
In accordance with applicable operational protocol established by the CONTRACTOR
and with the approval of the COUNTY CONTRACTOR shall provide operate and
maintain facilities for the receipt of Acceptable Waste brought to the Transfer Stations
441 Acceptable Waste The CONTRACTOR shall process Acceptable Waste received
at the Transfer Stations in accordance with applicable Federal State and local
regulations and in a manner which would not be likely to pose a threat to public
health and safety
442 Special Waste CONTRACTOR shall implement a program to identify and
manage Special Waste Any testing or additional charges for the receipt handling
and disposal of Special Waste shall be as agreed between the CONTRACTOR
and the generator or transpmier of the Special Waste
443 Unacceptable Waste The CONTRACTOR shall exercise its best efforts to avoid
the acceptance of Unacceptable Waste at the Transfer Stations The
CONTRACTOR shall process Unacceptable Waste received at the Transfer
Stations in accordance with applicable Federal State and local laws rules
ordinances and regulations and in a manner which would not be likely to pose a
threat to public health and safety The CONTRACTOR shall indemnify the
Okaloosa County Transfer Contract_Final Page 15 of 52
COUNTY for any liability claim or damages imposed as a consequence of
CONTRACTORs failure to process such material in accordance with applicable
Federal State or local regulations Any testing required or additional charges
imposed for the receipt handling and disposal of Special Waste shall be as agreed
between the CONTRACTOR and the generator or transporter of the Unacceptable
Waste
45 OPERATING REQUIREMENTS
451 The CONTRACTOR will provide at CONTRACTORs expense all the utilities
used in operating the Transfer Stations and Recycling Facility At the Baker
Transfer Station the CONTRACTOR shall pre-treat leachate to a pH between 60
and 85 The COUNTY shall transport the treated leachate for further treatment
and disposal
452 The CONTRACTOR shall be responsible for the maintenance and repair of all
real property at the Transfer Stations and Recycling Facility in accordance with
industry and operational standards It shall also be the CONTRACTORs
responsibility to replace all or part of the property fixtures machinery
improvements and equipment as required to maintain the operation and
performance of the Transfer Stations and Recycling Facility including facility
expansion necessary to accommodate increased throughput The CONTRACTOR
shall maintain and or replace as appropriate all rolling stock utilized by the
CONTRACTOR in performance of this Agreement
453 The CONTRACTOR shall specifically establish a procedure for monitoring the
wear on the waste receiving floors and shall establish a repair procedure before
the wear has progressed to the point that further wear could jeopardize the
renewal of the floor surface or involve replacement of the steel reinforcement in
the floor The floor shall be resurfaced by the CONTRACTOR at least once
during the te1m ofthis Agreement
Okaloosa County Transfer Contract_Final Page 16 of 52
454 The CONTRACTOR shall remove Solid Waste from the transfer station tipping
floors in accordance with its operating permits
455 The CONTRACTOR shall operate the facilities to allow for a turnaround time of
not greater than twenty (20) minutes for vehicles delivering waste or Recyclable
Materials
456 The Transfer Stations and Recycling Facility will be maintained in a neat clean
and attractive manner consistent with its function and present a positive public
appearance
457 The CONTRACTOR shall control litter at the Transfer Stations and Recycling
Facility sites Adequate litter control is defined as minimizing litter leaving the
site and the collection of off-site and on-site litter at the end of eve1y business
day
458 The CONTRACTOR shall separate tires White Goods and Electronics delivered
to the Transfer Stations from other waste and place them in separate containers as
provided by the COUNTY
46 HOURS AND DAYS OF OPERATION
The Transfer Stations and Recycling Facility will be open to the public from 600 am
until 500 pm Monday through Friday and 600 am until 1200 noon Saturday The
COUNTY reserves the right to alter the operating hours of the facilities The
FRANCillSEE and COUNTY agree to negotiate a reasonable rate adjustment if such
change in operating hours affects operating costs
47 HOLIDAYS
The CONTRACTOR will close the Transfer Stations and Recycling Facility on the
following holidays New Years Day Thanksgiving and Clumiddotistmas
Okaloosa County Transfer Contract_Final Page 17 of 52
48 COUNTY ACCESS
The CONTRACTOR shall afford reasonable access at any reasonable time to the
Transfer Stations and Recycling Facility by the COUNTY its authorized agents or public
authorities having regulatory jurisdiction over the facilities Such visits shall be
conducted in a manner so as to cause minimum interference with the performance of
CONTRACTOR s responsibilities hereunder All persons conducting such visits shall
provide appropriate identification and shall comply with CONTRACTORs established
safety rules and regulations
49 TRANSPORTATION OF ACCEPTABLE WASTE
The CONTRACTOR shall be responsible for all transportation of Acceptable Waste
except White Goods and tires once it has been accepted for disposal at the Transfer
Stations The CONTRACTOR shall transport Electronics to the COUNTY facility
designated by Authorized Representative The CONTRACTOR may transpmt
Constmction and Demolition Debris to a permitted facility of its choosing The
CONTRACTOR shall transpmt all other Acceptable Waste to the Spring Hill Regional
Landfill and shall have the duty to ensure that the transportation will be performed in
accordance with applicable regulations and will be prompt safe and efficient Upon
approval by the Authorized Representative the CONTRACTOR may transpmt
Acceptable Waste to a different permitted facility If such facility is closer to Okaloosa
County than the Spring Hill Regional Landfill the CONTRACTOR and COUNTY shall
negotiate a co=ensurate rate adjustment
410 PROCESSING OF RECYCLABLE MATERIALS
The CONTRACTOR shall be responsible for all transportation and processmg of
Recyclable Materials accepted at the Recycling Facility
411 RECORDKEEPING AND REPORTING
4111 The CONTRACTOR records required herein shall be maintained in electronic
database format utilizing Microsoft software or in a format approved by the
Okaloosa County Transfer Contract_Final Page 18 of 52
Authorized Representative The databases shall be readily available for inspection
by the COUNTY at any time during normal operating hours and information in
the records shall be shared with the COUNTY upon request
4112 The CONTRACTOR shall weigh and record all inbound and outbound vehicles
carrying materials including transfer trucks at the Fort Walton Beach Transfer
Station and Recycling Facility Each vehicle delivering waste or Recyclable
Materials shall be properly identified and authorized in a manner satisfactory to
the COUNTY and CONTRACTOR Weights of all waste and Recyclable
Materials shall be recorded in the COUNTYs WasteWorks system
4113 The weight of Acceptable Waste and Recyclable Materials shall be determined
using the weigh scales at the facility The CONTRACTOR shall at regular
intervals test the accuracy of the weigh scales such testing shall occur at least
once every ninety (90) Days The test records for the term of this Agreement shall
be kept on file in the scale house at the facility
4114 The CONTRACTOR shall maintain the original weight records that identify the
vehicles the time of weighing( s) and the tare weights of the vehicles for a period
of five (5) years after which CONTRACTOR may dispose of such records The
CONTRACTORs records so developed will be used as a basis for calculating
quantities of waste and Recyclable Materials and shall be subject to review
including spot checking by the COUNTY at its discretion on site or made
available to the COUNTY at such times as it may reasonably request Required
records in this category include but are not limited to itemized statements of the
amount of Acceptable Waste delivered to the Transfer Stations as further defmed
in Article 4
4115 The COUNTY shall be entitled to have its designated representatives at the
Transfer Stations and Recycling Facility at all times and CONTRACTOR shall
designate a suitable site for an office if required by COUNTY The COUNTY
shall further have the right to station its employees at all weigh scales to verify the
Okaloosa County Transfer Contract_Final Page 19 of52
correctness of the weight records and the CONTRACTOR shall provide
reasonable space for said employees
4116 The CONTRACTOR shall provide the Authorized Representative with its internal
tonnage report which shall include all waste delivered to the Transfer Stations
and all Recyclable Materials delivered to the Recycling Facility Tonnage shall
be broken down by material type and source of generationdelivery with all waste
and Recyclable Materials collected within the COUNTYs Franchise Area clearly
noted For Recyclable Materials collected within the COUNTYs Franchise Area
the CONTRACTOR shall provide an estimate of the breakdown of such material
by commodity Such report shall be submitted in electronic format within seven
(7) Days after the end of each month
412 TRANSITION
4121 The CONTRACTOR shall cooperate with the COUNTY or its designated
contractor during any transition period at the end of this Agreement Such
cooperation includes but is not limited to allowing site visits of the facilities by
the COUNTY or its contractor with advance notice and ensuring all facilities are
in Required Tum Back Condition pursuant to Paragraph 41
4122 The CONTRACTOR shall transfer all active facility permits for the Transfer
Stations and Recycling Facility to the COUNTY or its designated contractor as
requested by the COUNTY in a timely manner so as to avoid any disruption of
service
ARTICLES CONTRACTORS COMPENSATION
51 BASE RATE
The combined total rate for Acceptable Waste handling transportation and disposal paid
to the CONTRACTOR by the COUNTY shall be $3677 per Ton ofrep011ed and verified
waste receipts with the exception of Recyclable Materials Special Waste or
Okaloosa County Transfer Contract_Final Page20 of52
Construction and Demolition Debris managed at the facilities This rate shall take effect
on the Commencement Date of this Agreement and shall continue without adjustment
through September 30 2011
52 RATE ADJUSTMENTS
On October I 2011 and October 1 of each subsequent Contract Year of this Agreement
the CONTRACTORs base rate as provided in Paragraph 51 shall be adjusted
accmding to the following methodology as further explained in Exhibit C seventy
percent (70) of the rate shall be adjusted based on seventy-five percent (75) of the
percentage change in the CPI for the twelve (12) months ending on the preceding June
30ili and thirty percent (30) of the rate shall be adjusted based on the percent change in
the US Department of Energy Fuel Index for the previous twelve (12) months ending on
the preceding June 30ili The total rate adjustment each year may not exceed two percent
(2) of the previous years rates
53 BILLING AND PAYMENT OF CONTRACTORS FEES
531 CONTRACTOR shall keep records of all Acceptable Waste received at the
Transfer Stations as described herein
532 CONTRACTOR shall invoice the COUNTY monthly for the handling
transportation and disposal fees as set forth herein for Acceptable Waste
received at the Transfer Stations This invoice must include detailed information
regarding waste receipts including Solid Waste Bulk Waste Special Waste
Recyclable Material Unacceptable Waste and Merchant Waste in a format
approved by the Authorized Representative Only waste receipts reported using
this format and verified by the COUNTY will be paid COUNTY shall pay such
invoices within thirty (30) Days from the date of invoice or request additional
info1mation if adequate information is not provided
Okaloosa County Transfer Contract_Final Page 21 of52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS
COUNTY shall be responsible for the setting and collection of charges associated with all waste
receipts except as provided herein
61 ACCEPTABLE WASTE
The rates charged for Acceptable Waste will be as established by COUNTY Ordinance
No 00-08 and any amendments thereto If a waste load is too small to be accurately
weighed by the Transfer Stations weigh scales a flat rate shall be charged to the
customer per vehicle as established by COUNTY Ordinance No 00-08 and any
amendments thereto
62 SPECIAL WASTE
CONTRACTOR shall be responsible for setting rates associated with Special Waste
63 CONSTRUCTION AND DEMOLITION DEBRIS
CONTRACTOR shall use its best efforts to deliver a mmnnum of 1000 Tons of
Construction and Demolition Debris (CampD) per month to the Transfer Stations
collectively The COUNTY shall charge the CONTRACTOR a Ten Dollar ($1000) per
Ton host fee for all CampD material delivered to the Transfer Stations This CampD material
shall not be subject to any additional charges or Costs including tipping fees by the
COUNTY to the CONTRACTOR
64 RECYCLABLE MATERIALS
Recyclable Materials delivered by or on behalf of the COUNTY Incorporated
Municipalities or by private citizens directly or collected by the CONTRACTOR from
Commercial Business Establishments in the COUNTY will be accepted at no charge
The CONTRACTOR may negotiate Recyclable Materials processing fees with other
entities delivering such materials to the Recycling Facility
Okaloosa County Transfer Contract_ Final Page22 of52
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS
71 COUNTY RECYCLABLE MATERIALS
The CONTRACTOR shall pay the COUNTY revenue for each Ton of Recyclable
Materials delivered by or on behalf of the COUNTY to the Recycling Facility as follows
711 Each month the CONTRACTOR shall calculate the Average Market Value
(AMV) of Recyclable Materials defined as the sum of commodity prices (US
Dollar per Ton) posted on the first week of the month for the Southeast USA in
SecondaryMaterialsPricingcom and SecondaryFiberPricingcom multiplied by
the composition of the Recyclable Materials as defmed in Table 1 Exhibit D
provides an example ofthis calculation
Table 1
Composition ofRecyclable Materials and Market Indexes for Determining AMV
lVIaterial Index Description Percentale Newspaper (ONP) PSI 8 Baled FOB sellers dock 5260 Corrugated Cardboard (OCC) PSI 11 Baled FOB sellers dock 1130 Mixed Paper PSI 1 Baled FOB sellers dock 460 Aseptic Containers NIA 000 Aluminum Cans Aluminum Cans Sorted and Baled Delivered 170 Steel Cans Steel Cans Sorted and Baled Delivered 230 PET PET Baled Picked Up 460 HDPE (Natural) Natural HDPE Baled Picked Uo 090 HDPE (Colored) Colored HDPE Baled Picked Up 180 Clear Glass Flint Delivered 830 Green Glass Green Delivered 450 Brown Glass Amber Delivered 490 Contamination NIA 250
712 Each month the CONTRACTOR shall pay revenue to the COUNTY based on
the AMV equal to the total Tons of Recyclable Materials delivered by or on
behalf of the COUNTY multiplied by the revenue payment in Table 2 The
revenue payment in Column A will be in effect through March 31 2013 and that
in Column B will be in effect after that date If a Mate1ials Recovery Facility
Okaloosa County Transfer Contract_Final Page23 of52
(MRF) is developed by the CONTRACTOR within a 200 mile radius of the
COUNTY prior to March 31 2013 the revenue payment in Column B will go
into effect when such MRF becomes operational
Table 2
Per Ton Revenue Payment to COUNTY Based on AMV
Avera2e Market Value COLUMN A COLUMNB
Low Hi2h
Revenue Payment to COUNTY ($Ton)
until March 31 2013
Revenue Payment to COUNTY($Ton)
after March 31 2013 lt$8001 $9000 $2000 $2000
$9001 $10000 $2000 $2500
$10001 $11000 $2000 $3000 $11001 $12000 $2000 $3500
$12001 $13000 $2500 $4000
$13001 $14000 $3000 $4500 $14001 $15000 $3500 $5000 $15001 $16000 $4000 $5500 $16001 $17000 $4500 $6000
$17001 $18000 $5000 $6500 $18001 $19000 $5500 $7000 $19001 $20000 $6000 $7500
$20001 $21000 $6500 $8000 $21001 $22000 $7000 $8500
$22001 gt$23000 $7500 $9000
713 No later than the fifteenth (15th) Day of each month the CONTRACTOR shall
submit a Monthly Payment Report in a format approved by the Authorized
Representative for the previous calendar month detailing the calculation of each
revenue payment and the total revenue payment due to the COUNTY Said
revenue payment shall be remitted to the COUNTY within thirty (30) Days from
the end of the month for which the payment is being made
714 The CONTRACTOR may request a study to measure the composition of
Recyclable Materials utilized to calculate the AMV pursuant to Paragraph 7 1
Okaloosa County Transfer Contract_Final Page 24 of52
Table I of this Agreement such request being subject to approval by the
COUNTY If approved by the COUNTY the CONTRACTOR and COUNTY
shall jointly develop a methodology and cost estimate to conduct the composition
study The final methodology and selection of the Independent Third Party to
conduct the study must be approved by the Authorized Representative The
parties shall share equally in paying for the cost of the study Study results are
subject to final approval by the Authorized Representative Once approved
adjustments to the composition of Recyclable Materials shall become effective for
the following month and remainder of the term of the Agreement or until further
adjusted in accordance with this article
72 OTHER RECYCLABLE MATERIALS
The CONTRACTOR will remit $20 per Ton of Recyclable Material received at the
Recycling Facility that is not subject to Paragraph 71 with the exception of Recyclable
Materials not generated in Okaloosa County
ARTICLE 8 PERFORMANCE BOND
The CONTRACTOR shall furnish to the COUNTY a performance bond issued by a surety
licensed to do business in the State of Florida for the faithful performance of the Agreement and
all obligations arising hereunder The performance bond shall be made payable in favor of
Okaloosa County Florida or in lieu thereof pay to the COUNTY the sum of $200000000 A
complete bond shall be issued at least thirty (30) Days prior to the Commencement Date of this
Agreement
ARTICLE 9 LIQUIDATED DAMAGES
If the CONTRACTOR does not substantially fulfill its obligations under this Agreement the
COUNTY shall provide written notice to the CONTRACTOR of specific areas of deficiency
Examples of such deficiencies include but are not limited to the following
Okaloosa County Transfer Contract_Final Page 25 of 52
(a) Violation of environmental laws
(b) Inadequate litter control at the Transfer Stations andor the Recycling Facility Adequate
litter control is defined as minimizing litter leaving the site and the collection of off-site
and on-site litter at the end of every business day
(c) Failure to remove Solid Waste from the transfer station tipping floor in accordance with
FRANCHISEEs operating permits
(d) Other conditions created by the CONTRACTOR that could impact public health and
safety and
(e) Poor maintenance of the Transfer Stations and Recycling Facility and equipment
resulting in a poor public image of the facilities
The CONTRACTOR shall initiate reasonable steps to correct these deficiencies within seventyshy
two (72) hours of written notice If the CONTRACTOR does not initiate reasonable steps within
seventy-two (72) hours the COUNTY may at its discretion impose liquidated damages of $500
per Day until deficiencies are satisfactorily con-ected as determined by the COUNTY If the
CONTRACTOR has not con-ected these deficiencies within thirty (30) Days of receipt of written
notice the CONTRACTOR will be considered in default of the Agreement and the COUNTY
may terminate this Agreement and recover damages in the full amount of the performance bond
The COUNTY may assess liquidated damages pursuant to this Aliicle on a monthly basis and
shall at the end of each month notify the CONTRACTOR in writing of the liquidated damages
assessed and the basis for each assessment In the event the CONTRACTOR wishes to contest
such assessment(s) the CONTRACTOR shall within five (5) Days after receiving such notice
request in writing an opportunity to be heaimiddotd by the Board and present its defense to such
assessment(s)
The COUNTYs Authorized Representative shall notify the CONTRACTOR in writing of any
action taken with respect to CONTRACTORs claims and the decision of the Board will be final
Okaloosa County Transfer Contract_Final Page 26 of 52
ARTICLE 10 DEFAULT AND TERMINATION
The COUNTY may terminate this Agreement except as otherwise provided below in this
paragraph by giving CONTRACTOR fifteen (15) Days advance written notice upon the
happening of any one of the following events
(a) The CONTRACTOR fails to remedy deficiencies as noted in Article 9 within
thirty (30) Days of receipt ofwritten notice by the COUNTY
(b) The CONTRACTOR takes the benefit of any present or future insolvency statute
or shall make a general assigmnent for the benefit of creditors or file a voluntary
petition in bankruptcy or a petition or answer seeking readjustment of its
indebtedness under the Federal United States or any state thereof or consent to
the appointment or a receiver trustee or liquidator of all or substantially all of its
property or
(c) By order or decree of a court the CONTRACTOR shall be adjudged bankrupt or
an order shall be made approving a petition filed by any of its creditors or by any
of the Stockholders of the CONTRACTOR seeking its reorganization or the
readjustment of its indebtedness under federal bankrnptcy laws or under any law
of statute of the United States or of any state thereof provided that if any such
judgment is stayed or vacated within sixty ( 60) Days after the entry thereof any
notice of cancellation shall be and become null void and of no effect or
(d) By or pursuant to or under authority of any legislative act resolution or rule or
any order or decree of any cornt or government board agency or office having
jurisdiction a receiver trustee or liquidator shall take possession or control of all
or substantially all of the property of the CONTRACTOR and such possession of
control shall continue in effect for a period of sixty ( 60) Days or
(e) The CONTRACTOR shall voluntarily abandon desert or discontinue its
operation hereunder granted
Okaloosa County Transfer Contract_Final Page 27 of52
Then such shall be considered a material breach of this Agreement and the Authorized
Representative shall notify the CONTRACTOR in writing of the breach If within a period of
fifteen (15) Days the CONTRACTOR has not eliminated the conditions considered to be a
breach of contract or having so co=enced shall fail thereafter to continue with diligence the
cming thereof the Authorized Representative shall notify the Board
After these fifteen (15) Days the COUNTY can cause the CONTRACTOR to be obligated to pay
the COUNTY the amount specified in the bond and has the authority to terminate this
Agreement
ARTICLE 11 INSURANCE
111 CONTRACTORS INSURANCE
1111 The CONTRACTOR shall not co=ence any work in connection with this
Agreement until he has obtained all required insurance and such insurance has
been approved by the Okaloosa County Risk Management Director
1112 All insurance policies shall be with insurers licensed to do business in the State of
Florida and any insuring company is required to have a rnininimn rating of A
Class X in the Best Key Rating Guide published A M Best amp Co Inc
1113 All insurance shall include the interest of all entities names in and its respective
agents consultants servants and employees of each and all other interests as may
be reasonably required by Okaloosa County as Additional Insured The coverage
afforded the Additional Insured under this policy shall be primary insurance If
the Additional Insured have other insurance that is applicable to the loss such
other insurance shall be on an excess or contingent basis The amount of the
companys liability under this policy shall not be reduced by the existence of such
other insurance
Okaloosa County Transfer Contract_Final Page 28 of 52
1114 The County of Okaloosa shall be listed as Additional Insured by policy
endorsement on all insurance contracts applicable to this Agreement except
Workers Compensation and Professional Liability
1115 The County of Okaloosa shall be furnished proof of coverage by certificates of
insurance (COI) and endorsements for every applicable insurance contract
required by this Agreement The COI s and policy endorsements must be
delivered to the Autho1ized Representative not less than ten (10) Days prior to the
commencement of any and all contractual agreements between the County of
Okaloosa and the CONTRACTOR
1116 The COUNTY shall retain the right to reject all insurance contracts that do not
meet the requirement of this Agreement Further the COUNTY reserves the right
to change these insurance requirements with 60-Day notice to the
CONTRACTOR
1117 The insurance definition of Insured or Additional Insured shall include
Subcontractors Sub-subcontractors and any associated or subsidiary companies
of the CONTRACTOR which are involved and which is a part of the contract
1118 The COUNTY reserves the right at any time to require the CONTRACTOR to
provide certified copies of any insurance policies to document the insurance
coverage specified in this Agreement
1119 The designation of CONTRACTOR shall include any associated or subsidiary
company which is involved and is a part of the contract and such if any
associated or subsidiary company involved in the project must be named in the
Workers Compensation coverage
111IOAll policies shall be written so that the COUNTY will be notified of cancellation
or restrictive amendments at least thirty (30) Days prior to the effective date of
such cancellation or amendment Such notice shall be given directly to the
Authorized Representative
Okaloosa County Transfer Contract_Final Page 29 of 52
112 WORKERS COMPENSATION INSURANCE
1121 The CONTRACTOR shall secure and maintain during the life of this agreement
Workers Compensation insurance for all of his employees employed for the
project or any site connected with the work including supervision administration
or management of this project and in case any work is sublet with the approval
of the County of Okaloosa the CONTRACTOR shall require the Subcontractor
similarly to provide Workers Compensation insurance for all employees
employed at the site of the project and such evidence of insurance shall be
furnished the County of Okaloosa not less than ten (10) Days prior to the
conunencement of any and all subcontractual agreements which have been
approved by the County of Okaloosa
1122 Such insurance shall comply with the Florida Workers Compensation Law
1123 No class of employee including the CONTRACTOR himself shall be excluded
from the Workers Compensation insurance coverage The Workers
Compensation insurance shall also include Employers Liability coverage
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE
1131 The CONTRACTOR shall maintain Business Automobile Liability insurance
coverage throughout the life of this Agreement The insurance shall include
Owned Non-owned amp Hired Motor Vehicle coverage
1132 The CONTRACTOR shall carry other Conunercial General Liability insurance
against all other Bodily Injury Property Damage and Personal and Advertising
Injury exposures The coverage shall include both On- and Off-Premises
Operations Contractual Liability Board Form Property Damage and
Professional Liability
1133 All liability insurance ( other than Professional Liability) shall be written on an
occurrence basis and shall not be written on a claim-made basis If the insurance
Okaloosa County Transfer Contract~Final Page 30 of 52
is issued with an aggregate limit of liability the aggregate limit of liability shall
apply only to the locations included in this Agreement If as the result of any
claims or other reasons the available limits of insurance reduce to less than those
stated in the Limits of Liability the CONTRACTOR shall notify the Authorized
Representative in writing The CONTRACTOR shall purchase additional liability
insurance to maintain the requirements established in this Agreement Umbrella
or Excess Liability insurance can be purchased to meet the Limits of Liability
specified in this Agreement
1134 Commercial General Liability coverage shall be endorsed to include the
following
Premises - Operation Liability
Occurrence Bodily Injmy and Property Damage Liability
Independent CONTRACTORs Liability
Completed Operations and Products Liability
1135 CONTRACTOR shall agree to keep in continuous force Commercial General
Liability coverage including Completed Operations and Products Liability for two
(2) years beyond acceptance ofproject
114 LIMITS OF LIABILITY
The insurance required shall be written for not less than the following or greater if
required by law and shall include Employers liability with limits as prescribed in this
contract
LIMIT
A Workers Compensation
(1) State Statut01y
(2) Employers Liability $1000000 each accident
B Business Automobile amp Commercial $1000000 each occurrence
General Liability Insurance (A combined single limit)
C Personal and Adve1tising Injury $250000
D Pollution Liability $10000000 each occurrence
Okaloosa County Transfer Contract_Final Page 31 of 52
115 NOTICE OF CLAIMS AND LITIGATION
The CONTRACTOR agrees to report any incident or claim that results from performance
of this Agreement The COUNTY representative shall receive written notice in the form
of a detailed written repmi describing the incident or claim within ten ( 10) Days of the
CONTRACTORs knowledge In the event such incident or claim involves injury andor
property damage to a third party verbal notification shall be given the same Day the
CONTRACTOR becomes aware of the incident or claim followed by a written detailed
report within ten (10) Days of verbal notification
116 INDEMNIFICATION AND HOLD HARMLESS
To the fullest extent permitted by law CONTRACTOR shall indemnify and hold
harmless COUNTY its officers and employees from liabilities damages losses and
Costs including but not limited to reasonable attorney fees to the extent caused by the
negligence recklessness or intentional wrongful conduct of the CONTRACTOR and
other persons employed or utilized by the CONTRACTOR in the performance of this
contract
117 CERTIFICATES OF INSURANCE
1171 Certificates of insurance in duplicate indicating the job site and evidencing all
required coverage must be submitted to and approved by Okaloosa County prior
to the commencement of any of the work The certificate holder(s) shall be as
follows
Okaloosa County
602-C No1ih Pearl Street
Crestview Florida 32536
1172 All policies shall expressly require thirty (30) Days written notice to Okaloosa
County at the address set out above or the cancellations of material alterations of
such policies and the Certificates of Insurance shall so provide
Okaloosa County Transfer Contract_Final Page32 of52
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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Lois Jones STATE OF Flori COUNTY OF Ca]oosa
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LEXAL DESCRIPrIOO CCHoIDvCIN3 at the concrete nonurrent (1980 FAFB) rrarking the NW corner of the NE ( ~f section 8 lbwnship 2 South Range 24 West Okaloosa Co1lllty Florida run S88-2048E along the north boundacy thereof 62500 feet to a concrete mgtrnnEnt numbered 3501 thence S03deg00 1 181w 20006 feet to a concrete rronurrent mmtered 3501 and the POINI OF BEGINNIIlaquo thence continue S03deg00 1 l811W 6602 feet to a concrete mmUOOlt numbered 3501 thence S88deg2048 11E 113000 feet to a ooncrete nonument mmbered 3501 on the weseerly right-of-way line of the Hill Avenue Extension AKA Freedan-Way thence N07deg1545 11E along said right-of-way line 6632 feet to a concrete rromment nurrbered 3501 thence N88deg2048W 113493 feet to the POINT OF BffiINNING Containing 172 acres nore or less SUbject to easanent of record ittls property is to be used as county maintained road
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EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
ARTICLE 13 TITLE TO WASTE 36
ARTICLE 14 ARBITRATION36
141 ARBITRATION 36
142 INDEPENDENT THIRD PARTY 36
143 AMBIGUITY 37
ARTICLE 15 OTHER TERMS AND CONDITIONS 37
151 WAIVER 37
152 ASSIGNMENT OF AGREEMENT 37
153 SUBCONTRACTORS 37
154 INDEPENDENT CONTRACTOR 38
155 NON-DISCRIMINATION PROVISIONS 38
156 LAW TO GOVERN VENUE JURISDICTION 39
157 ILLEGAL PROVISIONS 39
158 MODIFICATIONS 39
159 PREPARATION OF AGREEMENT 39
1510 REMEDIES CUMULATIVE 39
1511 HEADINGS 40
1512 REPRESENTATIONS OF CONTRACTOR 40
1513 REPRESENTATIONS OF COUNTY 40
1514 REPRESENTATIVES 40
1515 NOTICES 41
1516 ENTIRE AGREEMENT 42
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT 42
EXHIBIT A SPECIAL WAS TE 43
EXHIBIT B REAL PROPERTY WARRANTY DEEDS 46
EXHIBIT C CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO
CONTRACTORS RATE 49
EXHIBIT D SAMPLE AVERAGE MARKET VALUE CALCULATION 50
Okaloosa County Transfer Contract_Final Page4 of52
SOLID WASTE TRANSFER STATION OPERATION AGREEMENT
THIS AGREEMENT is made as of this J)Paay 8~ 2010 by and
between Okaloosa County Florida (the COUNTY) a political subdivision of the State of
Florida and Waste Management Inc ofFlorida (hereinafter refened to as CONTRACTOR) a
corporation duly organized and validly existing under and by virtue of the laws of the State of
Florida and authorized to do business in the State ofFlorida
WITNESSETH
WHEREAS the COUNTY and the CONTRACTOR entered into an agreement dated as of June
2 2000 pursuant to which CONTRACTOR operates transfer stations utilizing state-of-the-rut
techniques and in accordance with the rules and regulations of the Florida Deprutment of
Environmental Protection including but not limited to 62-701801 FAC and all referenced
codes for the purpose of receiving and transporting Solid Waste to a disposal site as provided
therein and
WHEREAS such contract for Solid Waste Transfer Station Operations authorizes the renewal of
said agreement and
WHEREAS the COUNTY and CONTRACTOR desire that CONTRACTOR continue to
operate and manage transfer stations under the te1ms and conditions set fotth in this Agreement
NOW THEREFORE in consideration of the premises contained in this Agreement the patties
hereto intend to be legally bound as follows
Okaloosa County Transfer Contract_Final Page 5 of52
ARTICLE 1 DEFINITIONS
The following words and expressions ( or pronouns used in their stead) shall wherever they
appear in this Agreement be constrned as follows unless a different meaning is clear from the
context Words of the masculine gender shall be deemed and construed to include correlative
words of the feminine and neuter genders Unless the context shall otherwise indicate all words
shall include the plum as well as the singular number and the word person shall include
corporations and associations including public bodies as well as natural persons
Acceptable Waste shall mean Solid Waste including garbage rnbbish refuse residue
incidental amounts of household hazardous waste as permitted by the Florida Department of
Environmental Protection and other discarded solid or semi-solid mate1ials resulting from
domestic commercial industrial recycling resource recovery agricultural and governmental
operations Acceptable Waste also includes Bulk Waste Special Waste (except those defined
under Unacceptable Waste) and Recyclable Materials Acceptable Waste shall not include
regulated Hazardous Waste Medical Waste Biomedical Waste Biological Waste Infectious
Waste and Yard Trash
Agreement shall mean this Agreement including all attachments and amendments thereto
Authorized Representative means the Public Works Director or as othetwise designated in
writing by the Board to represent the COUNTY in the administration and supervision of this
Agreement
Biomedical Waste means any Solid Waste or liquid waste which may present a threat of
infection to humans The term includes but is not limited to non-liquid human tissue and body
parts laboratory and veterinary waste that contain human disease-causing agents used
disposable shaips human blood human blood products body fluids and other materials that in
the opinion of the Department of Health and Rehabilitative Services represent a significant risk
of infection to persons outside the generating facility
Biological Waste means Solid Waste that causes or has the capability of causing disease or
infection and includes but is not limited to Biomedical Waste diseased or dead animals and
other wastes capable of transmitting pathogens to humans or animals
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Board shall mean the Board of County Commissioners of Okaloosa County Florida which is
the governing body of the COUNTY
Bulk Waste shall mean any waste that requires additional management due to its bulk or
weight and shall include Household Furniture treated lumber Electronics bicycles push type
lawn mowers with all oil and gas drained automotive tires and White Goods Bulk Waste does
not include any form of matter or debris resulting from tree removal land clearing land
development or Special Waste as defmed herein
Commencement Date means the first day of the month following the Effective Date of this
Agreement
Commercial Business Establishment means any establishment other than a residential
dwelling apartment complex condominium complex or trailer park and shall be and shall
include but not be limited to all retail professional wholesale and industrial facilities
manufacturing facilities non-profit enterprises governmentalpublic agencies and any other
commercial enterprises offering goods or services to the public
Commercial Waste means any Acceptable Waste generated at a Commercial Business
Establishment
Construction and Demolition Debris means discarded materials generally considered to be
not water-soluble and nonhazardous in nature including but not limited to steel glass brick
concrete asphalt roofing material pipe gypsum wallboard and lumber from the construction or
destruction of a structure as paii of a construction or demolition project or from the renovation of
a structure and including rocks soils tree remains trmiddotees and other vegetative matter that
nmmally results from land clearing or land development operations for a construction project
including such debris from construction of structures at a site remote from the construction or
demolition project site Mixing of Construction and Demolition Debris with other types of Solid
Waste will cause it to be classified as other than Construction and Demolition Debris The term
also includes
(a) Clean cardboard paper plastic wood and metal scraps from a construction project
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(b) Except as provided ins 403707(9)(j) Florida Statutes unpainted nontreated wood
scraps from facilities manufacturing materials used for construction of structures or
their components and unpainted nontreated wood pallets provided the wood scraps
and pallets are separated from other Solid Waste where generated and the generator
of such wood scraps or pallets implements reasonable practices of the generating
industry to minimize the commingling of wood scraps or pallets with other Solid
Waste and
(c) De minimus amounts of other nonhazardous wastes that are generated at
construction or destruction projects provided such amounts are consistent with best
management practices of the industry
Contract Year means the time from the Commencement Date through March 31 2012 and
each calendar year thereafter
Costs shall mean the costs of labor materials supplies major rental equipment and tools
other direct costs and allocable indirect costs such as fringe benefits general and administrative
expenses and indirect labor costs
COUNTY shall mean Okaloosa County Florida acting by and tlnmiddotough its Board of County
Commissioners
CPI as used herein shall be the revised Consumer Price Index for All Urban Consumers South
Urban for all items not seasonally adjusted published by the Bureau of Labor Statistics US
Department of Labor 1984-82 = 100 In the event the US Department of Labor Bureau of
Labor Statistics ceases to publish the CPI the parties hereby agree to substitute another equally
authoritative measure of change in the purchasing power of the US dollar as may be then
available
Day shall mean one calendar day when used in this Agreement
Effective Date means the date this Agreement becomes effective when executed by the
parties or when the Board adopts the Ordinance establishing the rates specified herein
whichever later occurs
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Electronics means computers monitors keyboards nnce termmals printers modems
scanners cell phones televisions and copiers and other electronic equipment as directed by the
COUNTY
Franchise Area means the specifically described geographic areas exclusively assigned to a
franchisee for the purpose of residential Solid Waste Yard Trash and Bulk Waste Collection
and if applicable Recyclable Material Collection pursuant to the COUNTYs Residential Solid
Waste and Recycling Collection Franchise Agreement
Fuel Index as used herein shall be the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low
Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) published by the US
Department of Energy Energy Information Administration In the event the US Department of
Energy Energy Information Administration ceases to publish the fuel prices the parties hereby
agree to substitute another equally authoritative measure of change in the purchasing power of
the US dollar as may be then available
Hazardous Waste means Solid Waste or a combination of Solid Wastes (even though it may
be part of delivered load of waste) which because of its quantity concentration or physical
chemical or infectious characteristics may cause or significantly contribute to an increase in
mortality or an increase in serious irreversible or incapacitating reversible illness or may pose a
substantial present or potential hazard to human health or environment when improperly
transported disposed of stored treated or otherwise managed Hazardous Waste shall include
all such waste as defined by the Rules of the Florida Department of Environmental Protection
Chapter 62-730 FAC or 40 Code ofFederal Regulations 261 or both as either or both may be
amended from time to time and to the extent either or both is applicable to the disposal of waste
in Florida Hazardous Waste is not intended to include de minimus amounts of household
hazardous wastes as defined by FAC 62-701100
Household Furniture means all movable compactable articles or apparatus such as chairs
tables sofas mattresses etc for equipping a house
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Incorporated Municipalities means those duly Incorporated Municipalities in Okaloosa
County consisting of Cinco Bayou Crestview Destin Fort Walton Beach Laurel Hill Mary
Esther Niceville Shalimar and Valpariso
Independent Third Party means a qualified party mutually acceptable to both the COUNTY
and the CONTRACTOR
Infectious Waste means those wastes which may cause disease or may reasonably be
suspected of harboring pathogenic organisms Included are wastes resulting from the operation
of medical clinics hospitals and other facilities producing wastes which may consist of but are
not limited to diseased human and animal parts contaminated bandages pathological
specimens hypodermic needles contaminated clothing and surgical gloves
Merchant Waste means Acceptable Waste that was collected from locations outside the
COUNTY jurisdictional boundaries Merchant Waste does not include Co=ercial Waste
generated within unincorporated areas of the COUNTY or within Incorporated Municipalities
Recyclable Materials means those materials which are capable of being recycled and which
would otherwise be processed or disposed of as Solid Waste Recyclable Materials shall include
newspapers (including inse1ts ) conugated cardboard mixed paper (including brown paper bags
magazines phonebooks junk mail white and colored paper shredded paper in a bag and
paperboard) aluminum plastic containers and bottles marked with SPI codes 1-7 glass bottles
and jars tin and ferrous cans polycoated containers and other Solid Waste materials added upon
Agreement between the COUNTY and the CONTRACTOR when such materials have been
either dive1ted from the remaining Solid Waste stream or removed prior to their entry into the
remaining Solid Waste stream
Recycling Facility means the facility located adjacent to the Fort Walton Beach Transfer
Station at which Recyclable Materials are delivered for processing andor transport
Required Turn Back Condition means reasonable wear and tear co=ensurate with the time
of use and considering the CONTRACTORs responsibilities for maintenance repair and
replacement
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Solid Waste means garbage rubbish refuse trash clean debris or other similar discarded
material resulting from domestic industrial commercial mining agricultural or governmental
operations It excludes Yard Trash Bulk Waste Recyclable Materials and Special Waste
Special Waste means wastes that can require special handling and management but are not
considered Bulk Waste that are not accepted at a landfill or other disposal facility or that are
accepted at a landfill or other disposal facility at higher rates than are charged for refuse
including but not limited to wastes outlined in Exhibit A
Subcontractor shall mean a person firm or corporation other than employees of
CONTRACTOR who or which contracts with CONTRACTOR to furnish or actually furnishes
labor materials andor equipment for the Facility
Ton means a sh01i ton 2000 pounds (9078 metric tons)
Transfer Stations means the facilities currently located at 630 Martin Luther King Jr Blvd
(Fort Walton Transfer Station) and at the Baker Landfill (Baker Transfer Station) in Okaloosa
County capable of receiving Acceptable Waste for further transfer to a disposal facility for
ultimate disposition
Unacceptable Waste shall mean wastes that are not accepted for Class I disposal These
materials include Infectious Waste and Hazardous Wastes as defined above those wastes
excluded from the definition of Acceptable Wastes and materials exhibiting the following
characteristics
(a) Hazardous placards or markings
(b) Liquids
( c) Powders or dusts
(d) Drums or commercial size containers
( e) Chemical odors
Other unacceptable materials include
(a) Asbestos containing wastes
(b) Ash
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( c) Fluorescent light bulbs
( d) Mercury containing devices
(e) Whole tires
(f) Liquid Wastes
White Goods means discarded washers dryers refrigerators ranges microwave ovens water
heaters freezers small air conditioning units and other similar domestic large appliances
Yard Trash means vegetative matter resulting from landscaping maintenance including
accumulation of lawn grass shrubbery cuttings or clippings and dry leaf rakings palm fronds
small tree branches bushes or shrubs green leaf cuttings fruits or other matter usually created
as refuse in the care of lawns and yards Yard Trash does not include treated wood or any form
of matter or debris resulting from tree removal land clearing land development building
demolition home improvement or waste generated by tree surgeons
ARTICLE 2 CONTRACT PURPOSE AND TERM
21 PURPOSE
The pmpose of this Agreement is to establish the terms and conditions under which
CONTRACTOR shall manage operate and maintain the Transfer Stations
22 EFFECTIVE DATE AND COMMENCEMENT DATE
This Agreement shall become effective when executed by the paities or when the Board
adopts the Ordinance establishing the rates specified herein whichever later occurs The
Commencement Date of service shall be the first Day of the month following the
Effective Date of this Agreement
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23 TERM
The term of this Agreement shall commence on the Effective Date and end on March 31
2016 The term of this Agreement may be renewed for one (1) additional term of five (5)
years commencing at the end of the initial te1m by mutual agreement of the parties
ARTICLE 3 COUNTY RESPONSIBILITIES
31 DELIVERY OF ACCEPTABLE WASTE
The COUNTY or others authorized by the COUNTY shall deliver Acceptable Waste to
the Transfer Stations and Recyclable Materials to the Recycling Facility
32 MANNER OF DELIVERIES
The COUNTY shall grant to CONTRACTOR reasonable authority to deny admission to
the Transfer Stations of any vehicle carrying refuse which may leak spill or allow waste
to be blown or scattered about the Transfer Stations before unloading at the site
33 COOPERATION
COUNTY shall cooperate with CONTRACTOR in CONTRACTORs efforts to obtain
and renew all required permits licenses and approvals shall not appear as an objector in
any proceeding to consider the granting or renewal of such permits licenses or approvals
and shall promptly and reasonably consider any applications by CONTRACTOR
ARTICLE 4 CONTRACTOR RESPONSIBILITIES
41 OWNERSHIP AND TRANSFER OF OWNERSHIP
411 Throughout the full term of this Agreement the CONTRACTOR shall retain
ownership of the Transfer Stations and Recycling Facility At the conclusion of
the full term of the Agreement or in the event of CONTRACTOR default and
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termination by the COUNTY the Baker Transfer Station and all real property at
the Fort Walton Beach Transfer Station and Recycling Facility will be wholly
owned by the COUNTY and CONTRACTOR shall convey in Required Tum
Back Condition good and marketable title to the same to the COUNTY free and
clear of all liens or other encumbrances For the purposes of this Agreement real
property means the Fort Walton Beach Transfer Station and Recycling Facility
property as defined by the warranty deeds in Exhibit B and all physical buildings
and structures thereon including all equipment and fixtures with the exception of
rolling stock
412 In order to establish the Required Turn Back Condition of all real property at the
Transfer Stations and Recycling Facility and the need for repairs or replacements
if any the COUNTY and the CONTRACTOR shall conduct a joint inspection(s)
of the Facilities sites and buildings to include the utilities no later than thirty
(30) Days after the Effective Date of this Agreement The COUNTY and the
CONTRACTOR shall develop a list of any necessary repairs or replacements that
the CONTRACTOR is responsible for paying for andor performing such repairs
or replacements and establish a schedule for completing such work The
condition of the Facilities sites and buildings following completion of such
repairs and replacements shall be the Required Tum Back Condition allowing for
normal wear and tear commensurate with the time of use and considering the
CONTRACTORs responsibilities for maintenance repair and replacement
413 The CONTRACTOR shall maintain and convey at the conclusion of the full term
of this Agreement all real property at the Transfer Stations and Recycling Facility
to the COUNTY in Required Turn Back Condition The COUNTY shall notify
the CONTRACTOR of any deficiencies in the Required Tum Back Condition
and CONTRACTOR shall remedy such deficiencies
42 CAPITAL IMPROVEMENTS
The CONTRACTOR shall be solely responsible for the cost of all capital improvements
to the Transfer Stations and Recycling Facility
Okaloosa County Transfer Contract_Final Page 14 of 52
43 PERMITTING AND COMPLIANCE
The CONTRACTOR shall be responsible for obtaining and maintaining permits
approvals and licenses as are requrred for the operation of the Transfer Stations and
Recycling Facility CONTRACTOR shall operate the facilities in compliance with all
requirements of Federal State and local laws rules ordinances and regulations
applicable to the management of such facilities and as contained in the permits issued
relative to the facilities CONTRACTOR and the COUNTY agree to cooperate fully with
one another within reason in all efforts undertaken pursuant to this paragraph The
CONTRACTOR shall be responsible at its sole cost for the payment of all fines
penalties and citations that the CONTRACTOR may incur
44 ACCEPTANCE OF WASTE
In accordance with applicable operational protocol established by the CONTRACTOR
and with the approval of the COUNTY CONTRACTOR shall provide operate and
maintain facilities for the receipt of Acceptable Waste brought to the Transfer Stations
441 Acceptable Waste The CONTRACTOR shall process Acceptable Waste received
at the Transfer Stations in accordance with applicable Federal State and local
regulations and in a manner which would not be likely to pose a threat to public
health and safety
442 Special Waste CONTRACTOR shall implement a program to identify and
manage Special Waste Any testing or additional charges for the receipt handling
and disposal of Special Waste shall be as agreed between the CONTRACTOR
and the generator or transpmier of the Special Waste
443 Unacceptable Waste The CONTRACTOR shall exercise its best efforts to avoid
the acceptance of Unacceptable Waste at the Transfer Stations The
CONTRACTOR shall process Unacceptable Waste received at the Transfer
Stations in accordance with applicable Federal State and local laws rules
ordinances and regulations and in a manner which would not be likely to pose a
threat to public health and safety The CONTRACTOR shall indemnify the
Okaloosa County Transfer Contract_Final Page 15 of 52
COUNTY for any liability claim or damages imposed as a consequence of
CONTRACTORs failure to process such material in accordance with applicable
Federal State or local regulations Any testing required or additional charges
imposed for the receipt handling and disposal of Special Waste shall be as agreed
between the CONTRACTOR and the generator or transporter of the Unacceptable
Waste
45 OPERATING REQUIREMENTS
451 The CONTRACTOR will provide at CONTRACTORs expense all the utilities
used in operating the Transfer Stations and Recycling Facility At the Baker
Transfer Station the CONTRACTOR shall pre-treat leachate to a pH between 60
and 85 The COUNTY shall transport the treated leachate for further treatment
and disposal
452 The CONTRACTOR shall be responsible for the maintenance and repair of all
real property at the Transfer Stations and Recycling Facility in accordance with
industry and operational standards It shall also be the CONTRACTORs
responsibility to replace all or part of the property fixtures machinery
improvements and equipment as required to maintain the operation and
performance of the Transfer Stations and Recycling Facility including facility
expansion necessary to accommodate increased throughput The CONTRACTOR
shall maintain and or replace as appropriate all rolling stock utilized by the
CONTRACTOR in performance of this Agreement
453 The CONTRACTOR shall specifically establish a procedure for monitoring the
wear on the waste receiving floors and shall establish a repair procedure before
the wear has progressed to the point that further wear could jeopardize the
renewal of the floor surface or involve replacement of the steel reinforcement in
the floor The floor shall be resurfaced by the CONTRACTOR at least once
during the te1m ofthis Agreement
Okaloosa County Transfer Contract_Final Page 16 of 52
454 The CONTRACTOR shall remove Solid Waste from the transfer station tipping
floors in accordance with its operating permits
455 The CONTRACTOR shall operate the facilities to allow for a turnaround time of
not greater than twenty (20) minutes for vehicles delivering waste or Recyclable
Materials
456 The Transfer Stations and Recycling Facility will be maintained in a neat clean
and attractive manner consistent with its function and present a positive public
appearance
457 The CONTRACTOR shall control litter at the Transfer Stations and Recycling
Facility sites Adequate litter control is defined as minimizing litter leaving the
site and the collection of off-site and on-site litter at the end of eve1y business
day
458 The CONTRACTOR shall separate tires White Goods and Electronics delivered
to the Transfer Stations from other waste and place them in separate containers as
provided by the COUNTY
46 HOURS AND DAYS OF OPERATION
The Transfer Stations and Recycling Facility will be open to the public from 600 am
until 500 pm Monday through Friday and 600 am until 1200 noon Saturday The
COUNTY reserves the right to alter the operating hours of the facilities The
FRANCillSEE and COUNTY agree to negotiate a reasonable rate adjustment if such
change in operating hours affects operating costs
47 HOLIDAYS
The CONTRACTOR will close the Transfer Stations and Recycling Facility on the
following holidays New Years Day Thanksgiving and Clumiddotistmas
Okaloosa County Transfer Contract_Final Page 17 of 52
48 COUNTY ACCESS
The CONTRACTOR shall afford reasonable access at any reasonable time to the
Transfer Stations and Recycling Facility by the COUNTY its authorized agents or public
authorities having regulatory jurisdiction over the facilities Such visits shall be
conducted in a manner so as to cause minimum interference with the performance of
CONTRACTOR s responsibilities hereunder All persons conducting such visits shall
provide appropriate identification and shall comply with CONTRACTORs established
safety rules and regulations
49 TRANSPORTATION OF ACCEPTABLE WASTE
The CONTRACTOR shall be responsible for all transportation of Acceptable Waste
except White Goods and tires once it has been accepted for disposal at the Transfer
Stations The CONTRACTOR shall transport Electronics to the COUNTY facility
designated by Authorized Representative The CONTRACTOR may transpmt
Constmction and Demolition Debris to a permitted facility of its choosing The
CONTRACTOR shall transpmt all other Acceptable Waste to the Spring Hill Regional
Landfill and shall have the duty to ensure that the transportation will be performed in
accordance with applicable regulations and will be prompt safe and efficient Upon
approval by the Authorized Representative the CONTRACTOR may transpmt
Acceptable Waste to a different permitted facility If such facility is closer to Okaloosa
County than the Spring Hill Regional Landfill the CONTRACTOR and COUNTY shall
negotiate a co=ensurate rate adjustment
410 PROCESSING OF RECYCLABLE MATERIALS
The CONTRACTOR shall be responsible for all transportation and processmg of
Recyclable Materials accepted at the Recycling Facility
411 RECORDKEEPING AND REPORTING
4111 The CONTRACTOR records required herein shall be maintained in electronic
database format utilizing Microsoft software or in a format approved by the
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Authorized Representative The databases shall be readily available for inspection
by the COUNTY at any time during normal operating hours and information in
the records shall be shared with the COUNTY upon request
4112 The CONTRACTOR shall weigh and record all inbound and outbound vehicles
carrying materials including transfer trucks at the Fort Walton Beach Transfer
Station and Recycling Facility Each vehicle delivering waste or Recyclable
Materials shall be properly identified and authorized in a manner satisfactory to
the COUNTY and CONTRACTOR Weights of all waste and Recyclable
Materials shall be recorded in the COUNTYs WasteWorks system
4113 The weight of Acceptable Waste and Recyclable Materials shall be determined
using the weigh scales at the facility The CONTRACTOR shall at regular
intervals test the accuracy of the weigh scales such testing shall occur at least
once every ninety (90) Days The test records for the term of this Agreement shall
be kept on file in the scale house at the facility
4114 The CONTRACTOR shall maintain the original weight records that identify the
vehicles the time of weighing( s) and the tare weights of the vehicles for a period
of five (5) years after which CONTRACTOR may dispose of such records The
CONTRACTORs records so developed will be used as a basis for calculating
quantities of waste and Recyclable Materials and shall be subject to review
including spot checking by the COUNTY at its discretion on site or made
available to the COUNTY at such times as it may reasonably request Required
records in this category include but are not limited to itemized statements of the
amount of Acceptable Waste delivered to the Transfer Stations as further defmed
in Article 4
4115 The COUNTY shall be entitled to have its designated representatives at the
Transfer Stations and Recycling Facility at all times and CONTRACTOR shall
designate a suitable site for an office if required by COUNTY The COUNTY
shall further have the right to station its employees at all weigh scales to verify the
Okaloosa County Transfer Contract_Final Page 19 of52
correctness of the weight records and the CONTRACTOR shall provide
reasonable space for said employees
4116 The CONTRACTOR shall provide the Authorized Representative with its internal
tonnage report which shall include all waste delivered to the Transfer Stations
and all Recyclable Materials delivered to the Recycling Facility Tonnage shall
be broken down by material type and source of generationdelivery with all waste
and Recyclable Materials collected within the COUNTYs Franchise Area clearly
noted For Recyclable Materials collected within the COUNTYs Franchise Area
the CONTRACTOR shall provide an estimate of the breakdown of such material
by commodity Such report shall be submitted in electronic format within seven
(7) Days after the end of each month
412 TRANSITION
4121 The CONTRACTOR shall cooperate with the COUNTY or its designated
contractor during any transition period at the end of this Agreement Such
cooperation includes but is not limited to allowing site visits of the facilities by
the COUNTY or its contractor with advance notice and ensuring all facilities are
in Required Tum Back Condition pursuant to Paragraph 41
4122 The CONTRACTOR shall transfer all active facility permits for the Transfer
Stations and Recycling Facility to the COUNTY or its designated contractor as
requested by the COUNTY in a timely manner so as to avoid any disruption of
service
ARTICLES CONTRACTORS COMPENSATION
51 BASE RATE
The combined total rate for Acceptable Waste handling transportation and disposal paid
to the CONTRACTOR by the COUNTY shall be $3677 per Ton ofrep011ed and verified
waste receipts with the exception of Recyclable Materials Special Waste or
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Construction and Demolition Debris managed at the facilities This rate shall take effect
on the Commencement Date of this Agreement and shall continue without adjustment
through September 30 2011
52 RATE ADJUSTMENTS
On October I 2011 and October 1 of each subsequent Contract Year of this Agreement
the CONTRACTORs base rate as provided in Paragraph 51 shall be adjusted
accmding to the following methodology as further explained in Exhibit C seventy
percent (70) of the rate shall be adjusted based on seventy-five percent (75) of the
percentage change in the CPI for the twelve (12) months ending on the preceding June
30ili and thirty percent (30) of the rate shall be adjusted based on the percent change in
the US Department of Energy Fuel Index for the previous twelve (12) months ending on
the preceding June 30ili The total rate adjustment each year may not exceed two percent
(2) of the previous years rates
53 BILLING AND PAYMENT OF CONTRACTORS FEES
531 CONTRACTOR shall keep records of all Acceptable Waste received at the
Transfer Stations as described herein
532 CONTRACTOR shall invoice the COUNTY monthly for the handling
transportation and disposal fees as set forth herein for Acceptable Waste
received at the Transfer Stations This invoice must include detailed information
regarding waste receipts including Solid Waste Bulk Waste Special Waste
Recyclable Material Unacceptable Waste and Merchant Waste in a format
approved by the Authorized Representative Only waste receipts reported using
this format and verified by the COUNTY will be paid COUNTY shall pay such
invoices within thirty (30) Days from the date of invoice or request additional
info1mation if adequate information is not provided
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ARTICLE 6 CHARGES FOR WASTE RECEIPTS
COUNTY shall be responsible for the setting and collection of charges associated with all waste
receipts except as provided herein
61 ACCEPTABLE WASTE
The rates charged for Acceptable Waste will be as established by COUNTY Ordinance
No 00-08 and any amendments thereto If a waste load is too small to be accurately
weighed by the Transfer Stations weigh scales a flat rate shall be charged to the
customer per vehicle as established by COUNTY Ordinance No 00-08 and any
amendments thereto
62 SPECIAL WASTE
CONTRACTOR shall be responsible for setting rates associated with Special Waste
63 CONSTRUCTION AND DEMOLITION DEBRIS
CONTRACTOR shall use its best efforts to deliver a mmnnum of 1000 Tons of
Construction and Demolition Debris (CampD) per month to the Transfer Stations
collectively The COUNTY shall charge the CONTRACTOR a Ten Dollar ($1000) per
Ton host fee for all CampD material delivered to the Transfer Stations This CampD material
shall not be subject to any additional charges or Costs including tipping fees by the
COUNTY to the CONTRACTOR
64 RECYCLABLE MATERIALS
Recyclable Materials delivered by or on behalf of the COUNTY Incorporated
Municipalities or by private citizens directly or collected by the CONTRACTOR from
Commercial Business Establishments in the COUNTY will be accepted at no charge
The CONTRACTOR may negotiate Recyclable Materials processing fees with other
entities delivering such materials to the Recycling Facility
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ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS
71 COUNTY RECYCLABLE MATERIALS
The CONTRACTOR shall pay the COUNTY revenue for each Ton of Recyclable
Materials delivered by or on behalf of the COUNTY to the Recycling Facility as follows
711 Each month the CONTRACTOR shall calculate the Average Market Value
(AMV) of Recyclable Materials defined as the sum of commodity prices (US
Dollar per Ton) posted on the first week of the month for the Southeast USA in
SecondaryMaterialsPricingcom and SecondaryFiberPricingcom multiplied by
the composition of the Recyclable Materials as defmed in Table 1 Exhibit D
provides an example ofthis calculation
Table 1
Composition ofRecyclable Materials and Market Indexes for Determining AMV
lVIaterial Index Description Percentale Newspaper (ONP) PSI 8 Baled FOB sellers dock 5260 Corrugated Cardboard (OCC) PSI 11 Baled FOB sellers dock 1130 Mixed Paper PSI 1 Baled FOB sellers dock 460 Aseptic Containers NIA 000 Aluminum Cans Aluminum Cans Sorted and Baled Delivered 170 Steel Cans Steel Cans Sorted and Baled Delivered 230 PET PET Baled Picked Up 460 HDPE (Natural) Natural HDPE Baled Picked Uo 090 HDPE (Colored) Colored HDPE Baled Picked Up 180 Clear Glass Flint Delivered 830 Green Glass Green Delivered 450 Brown Glass Amber Delivered 490 Contamination NIA 250
712 Each month the CONTRACTOR shall pay revenue to the COUNTY based on
the AMV equal to the total Tons of Recyclable Materials delivered by or on
behalf of the COUNTY multiplied by the revenue payment in Table 2 The
revenue payment in Column A will be in effect through March 31 2013 and that
in Column B will be in effect after that date If a Mate1ials Recovery Facility
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(MRF) is developed by the CONTRACTOR within a 200 mile radius of the
COUNTY prior to March 31 2013 the revenue payment in Column B will go
into effect when such MRF becomes operational
Table 2
Per Ton Revenue Payment to COUNTY Based on AMV
Avera2e Market Value COLUMN A COLUMNB
Low Hi2h
Revenue Payment to COUNTY ($Ton)
until March 31 2013
Revenue Payment to COUNTY($Ton)
after March 31 2013 lt$8001 $9000 $2000 $2000
$9001 $10000 $2000 $2500
$10001 $11000 $2000 $3000 $11001 $12000 $2000 $3500
$12001 $13000 $2500 $4000
$13001 $14000 $3000 $4500 $14001 $15000 $3500 $5000 $15001 $16000 $4000 $5500 $16001 $17000 $4500 $6000
$17001 $18000 $5000 $6500 $18001 $19000 $5500 $7000 $19001 $20000 $6000 $7500
$20001 $21000 $6500 $8000 $21001 $22000 $7000 $8500
$22001 gt$23000 $7500 $9000
713 No later than the fifteenth (15th) Day of each month the CONTRACTOR shall
submit a Monthly Payment Report in a format approved by the Authorized
Representative for the previous calendar month detailing the calculation of each
revenue payment and the total revenue payment due to the COUNTY Said
revenue payment shall be remitted to the COUNTY within thirty (30) Days from
the end of the month for which the payment is being made
714 The CONTRACTOR may request a study to measure the composition of
Recyclable Materials utilized to calculate the AMV pursuant to Paragraph 7 1
Okaloosa County Transfer Contract_Final Page 24 of52
Table I of this Agreement such request being subject to approval by the
COUNTY If approved by the COUNTY the CONTRACTOR and COUNTY
shall jointly develop a methodology and cost estimate to conduct the composition
study The final methodology and selection of the Independent Third Party to
conduct the study must be approved by the Authorized Representative The
parties shall share equally in paying for the cost of the study Study results are
subject to final approval by the Authorized Representative Once approved
adjustments to the composition of Recyclable Materials shall become effective for
the following month and remainder of the term of the Agreement or until further
adjusted in accordance with this article
72 OTHER RECYCLABLE MATERIALS
The CONTRACTOR will remit $20 per Ton of Recyclable Material received at the
Recycling Facility that is not subject to Paragraph 71 with the exception of Recyclable
Materials not generated in Okaloosa County
ARTICLE 8 PERFORMANCE BOND
The CONTRACTOR shall furnish to the COUNTY a performance bond issued by a surety
licensed to do business in the State of Florida for the faithful performance of the Agreement and
all obligations arising hereunder The performance bond shall be made payable in favor of
Okaloosa County Florida or in lieu thereof pay to the COUNTY the sum of $200000000 A
complete bond shall be issued at least thirty (30) Days prior to the Commencement Date of this
Agreement
ARTICLE 9 LIQUIDATED DAMAGES
If the CONTRACTOR does not substantially fulfill its obligations under this Agreement the
COUNTY shall provide written notice to the CONTRACTOR of specific areas of deficiency
Examples of such deficiencies include but are not limited to the following
Okaloosa County Transfer Contract_Final Page 25 of 52
(a) Violation of environmental laws
(b) Inadequate litter control at the Transfer Stations andor the Recycling Facility Adequate
litter control is defined as minimizing litter leaving the site and the collection of off-site
and on-site litter at the end of every business day
(c) Failure to remove Solid Waste from the transfer station tipping floor in accordance with
FRANCHISEEs operating permits
(d) Other conditions created by the CONTRACTOR that could impact public health and
safety and
(e) Poor maintenance of the Transfer Stations and Recycling Facility and equipment
resulting in a poor public image of the facilities
The CONTRACTOR shall initiate reasonable steps to correct these deficiencies within seventyshy
two (72) hours of written notice If the CONTRACTOR does not initiate reasonable steps within
seventy-two (72) hours the COUNTY may at its discretion impose liquidated damages of $500
per Day until deficiencies are satisfactorily con-ected as determined by the COUNTY If the
CONTRACTOR has not con-ected these deficiencies within thirty (30) Days of receipt of written
notice the CONTRACTOR will be considered in default of the Agreement and the COUNTY
may terminate this Agreement and recover damages in the full amount of the performance bond
The COUNTY may assess liquidated damages pursuant to this Aliicle on a monthly basis and
shall at the end of each month notify the CONTRACTOR in writing of the liquidated damages
assessed and the basis for each assessment In the event the CONTRACTOR wishes to contest
such assessment(s) the CONTRACTOR shall within five (5) Days after receiving such notice
request in writing an opportunity to be heaimiddotd by the Board and present its defense to such
assessment(s)
The COUNTYs Authorized Representative shall notify the CONTRACTOR in writing of any
action taken with respect to CONTRACTORs claims and the decision of the Board will be final
Okaloosa County Transfer Contract_Final Page 26 of 52
ARTICLE 10 DEFAULT AND TERMINATION
The COUNTY may terminate this Agreement except as otherwise provided below in this
paragraph by giving CONTRACTOR fifteen (15) Days advance written notice upon the
happening of any one of the following events
(a) The CONTRACTOR fails to remedy deficiencies as noted in Article 9 within
thirty (30) Days of receipt ofwritten notice by the COUNTY
(b) The CONTRACTOR takes the benefit of any present or future insolvency statute
or shall make a general assigmnent for the benefit of creditors or file a voluntary
petition in bankruptcy or a petition or answer seeking readjustment of its
indebtedness under the Federal United States or any state thereof or consent to
the appointment or a receiver trustee or liquidator of all or substantially all of its
property or
(c) By order or decree of a court the CONTRACTOR shall be adjudged bankrupt or
an order shall be made approving a petition filed by any of its creditors or by any
of the Stockholders of the CONTRACTOR seeking its reorganization or the
readjustment of its indebtedness under federal bankrnptcy laws or under any law
of statute of the United States or of any state thereof provided that if any such
judgment is stayed or vacated within sixty ( 60) Days after the entry thereof any
notice of cancellation shall be and become null void and of no effect or
(d) By or pursuant to or under authority of any legislative act resolution or rule or
any order or decree of any cornt or government board agency or office having
jurisdiction a receiver trustee or liquidator shall take possession or control of all
or substantially all of the property of the CONTRACTOR and such possession of
control shall continue in effect for a period of sixty ( 60) Days or
(e) The CONTRACTOR shall voluntarily abandon desert or discontinue its
operation hereunder granted
Okaloosa County Transfer Contract_Final Page 27 of52
Then such shall be considered a material breach of this Agreement and the Authorized
Representative shall notify the CONTRACTOR in writing of the breach If within a period of
fifteen (15) Days the CONTRACTOR has not eliminated the conditions considered to be a
breach of contract or having so co=enced shall fail thereafter to continue with diligence the
cming thereof the Authorized Representative shall notify the Board
After these fifteen (15) Days the COUNTY can cause the CONTRACTOR to be obligated to pay
the COUNTY the amount specified in the bond and has the authority to terminate this
Agreement
ARTICLE 11 INSURANCE
111 CONTRACTORS INSURANCE
1111 The CONTRACTOR shall not co=ence any work in connection with this
Agreement until he has obtained all required insurance and such insurance has
been approved by the Okaloosa County Risk Management Director
1112 All insurance policies shall be with insurers licensed to do business in the State of
Florida and any insuring company is required to have a rnininimn rating of A
Class X in the Best Key Rating Guide published A M Best amp Co Inc
1113 All insurance shall include the interest of all entities names in and its respective
agents consultants servants and employees of each and all other interests as may
be reasonably required by Okaloosa County as Additional Insured The coverage
afforded the Additional Insured under this policy shall be primary insurance If
the Additional Insured have other insurance that is applicable to the loss such
other insurance shall be on an excess or contingent basis The amount of the
companys liability under this policy shall not be reduced by the existence of such
other insurance
Okaloosa County Transfer Contract_Final Page 28 of 52
1114 The County of Okaloosa shall be listed as Additional Insured by policy
endorsement on all insurance contracts applicable to this Agreement except
Workers Compensation and Professional Liability
1115 The County of Okaloosa shall be furnished proof of coverage by certificates of
insurance (COI) and endorsements for every applicable insurance contract
required by this Agreement The COI s and policy endorsements must be
delivered to the Autho1ized Representative not less than ten (10) Days prior to the
commencement of any and all contractual agreements between the County of
Okaloosa and the CONTRACTOR
1116 The COUNTY shall retain the right to reject all insurance contracts that do not
meet the requirement of this Agreement Further the COUNTY reserves the right
to change these insurance requirements with 60-Day notice to the
CONTRACTOR
1117 The insurance definition of Insured or Additional Insured shall include
Subcontractors Sub-subcontractors and any associated or subsidiary companies
of the CONTRACTOR which are involved and which is a part of the contract
1118 The COUNTY reserves the right at any time to require the CONTRACTOR to
provide certified copies of any insurance policies to document the insurance
coverage specified in this Agreement
1119 The designation of CONTRACTOR shall include any associated or subsidiary
company which is involved and is a part of the contract and such if any
associated or subsidiary company involved in the project must be named in the
Workers Compensation coverage
111IOAll policies shall be written so that the COUNTY will be notified of cancellation
or restrictive amendments at least thirty (30) Days prior to the effective date of
such cancellation or amendment Such notice shall be given directly to the
Authorized Representative
Okaloosa County Transfer Contract_Final Page 29 of 52
112 WORKERS COMPENSATION INSURANCE
1121 The CONTRACTOR shall secure and maintain during the life of this agreement
Workers Compensation insurance for all of his employees employed for the
project or any site connected with the work including supervision administration
or management of this project and in case any work is sublet with the approval
of the County of Okaloosa the CONTRACTOR shall require the Subcontractor
similarly to provide Workers Compensation insurance for all employees
employed at the site of the project and such evidence of insurance shall be
furnished the County of Okaloosa not less than ten (10) Days prior to the
conunencement of any and all subcontractual agreements which have been
approved by the County of Okaloosa
1122 Such insurance shall comply with the Florida Workers Compensation Law
1123 No class of employee including the CONTRACTOR himself shall be excluded
from the Workers Compensation insurance coverage The Workers
Compensation insurance shall also include Employers Liability coverage
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE
1131 The CONTRACTOR shall maintain Business Automobile Liability insurance
coverage throughout the life of this Agreement The insurance shall include
Owned Non-owned amp Hired Motor Vehicle coverage
1132 The CONTRACTOR shall carry other Conunercial General Liability insurance
against all other Bodily Injury Property Damage and Personal and Advertising
Injury exposures The coverage shall include both On- and Off-Premises
Operations Contractual Liability Board Form Property Damage and
Professional Liability
1133 All liability insurance ( other than Professional Liability) shall be written on an
occurrence basis and shall not be written on a claim-made basis If the insurance
Okaloosa County Transfer Contract~Final Page 30 of 52
is issued with an aggregate limit of liability the aggregate limit of liability shall
apply only to the locations included in this Agreement If as the result of any
claims or other reasons the available limits of insurance reduce to less than those
stated in the Limits of Liability the CONTRACTOR shall notify the Authorized
Representative in writing The CONTRACTOR shall purchase additional liability
insurance to maintain the requirements established in this Agreement Umbrella
or Excess Liability insurance can be purchased to meet the Limits of Liability
specified in this Agreement
1134 Commercial General Liability coverage shall be endorsed to include the
following
Premises - Operation Liability
Occurrence Bodily Injmy and Property Damage Liability
Independent CONTRACTORs Liability
Completed Operations and Products Liability
1135 CONTRACTOR shall agree to keep in continuous force Commercial General
Liability coverage including Completed Operations and Products Liability for two
(2) years beyond acceptance ofproject
114 LIMITS OF LIABILITY
The insurance required shall be written for not less than the following or greater if
required by law and shall include Employers liability with limits as prescribed in this
contract
LIMIT
A Workers Compensation
(1) State Statut01y
(2) Employers Liability $1000000 each accident
B Business Automobile amp Commercial $1000000 each occurrence
General Liability Insurance (A combined single limit)
C Personal and Adve1tising Injury $250000
D Pollution Liability $10000000 each occurrence
Okaloosa County Transfer Contract_Final Page 31 of 52
115 NOTICE OF CLAIMS AND LITIGATION
The CONTRACTOR agrees to report any incident or claim that results from performance
of this Agreement The COUNTY representative shall receive written notice in the form
of a detailed written repmi describing the incident or claim within ten ( 10) Days of the
CONTRACTORs knowledge In the event such incident or claim involves injury andor
property damage to a third party verbal notification shall be given the same Day the
CONTRACTOR becomes aware of the incident or claim followed by a written detailed
report within ten (10) Days of verbal notification
116 INDEMNIFICATION AND HOLD HARMLESS
To the fullest extent permitted by law CONTRACTOR shall indemnify and hold
harmless COUNTY its officers and employees from liabilities damages losses and
Costs including but not limited to reasonable attorney fees to the extent caused by the
negligence recklessness or intentional wrongful conduct of the CONTRACTOR and
other persons employed or utilized by the CONTRACTOR in the performance of this
contract
117 CERTIFICATES OF INSURANCE
1171 Certificates of insurance in duplicate indicating the job site and evidencing all
required coverage must be submitted to and approved by Okaloosa County prior
to the commencement of any of the work The certificate holder(s) shall be as
follows
Okaloosa County
602-C No1ih Pearl Street
Crestview Florida 32536
1172 All policies shall expressly require thirty (30) Days written notice to Okaloosa
County at the address set out above or the cancellations of material alterations of
such policies and the Certificates of Insurance shall so provide
Okaloosa County Transfer Contract_Final Page32 of52
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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LEXAL DESCRIPrIOO CCHoIDvCIN3 at the concrete nonurrent (1980 FAFB) rrarking the NW corner of the NE ( ~f section 8 lbwnship 2 South Range 24 West Okaloosa Co1lllty Florida run S88-2048E along the north boundacy thereof 62500 feet to a concrete mgtrnnEnt numbered 3501 thence S03deg00 1 181w 20006 feet to a concrete rronurrent mmtered 3501 and the POINI OF BEGINNIIlaquo thence continue S03deg00 1 l811W 6602 feet to a concrete mmUOOlt numbered 3501 thence S88deg2048 11E 113000 feet to a ooncrete nonument mmbered 3501 on the weseerly right-of-way line of the Hill Avenue Extension AKA Freedan-Way thence N07deg1545 11E along said right-of-way line 6632 feet to a concrete rromment nurrbered 3501 thence N88deg2048W 113493 feet to the POINT OF BffiINNING Containing 172 acres nore or less SUbject to easanent of record ittls property is to be used as county maintained road
Togtlfatr wfll oU 1k l1Mriuntt lrcll10ffl9ftlt csnd PurffflGICff -- ~ or M - wlte appertlllrdnf
to llaue and hi ltlld i 1=
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LFGAL DFSCRIPrION PARCEL B BEGINNING at the concrete monument marking (1980 JilFB) the NW corner of the NE of Section 8 Township 2 South Range 24 West Okaloosa OJunty Florida run S88deg20 14811 E along the north boijndary thereof 62500 feet to a concrete monunent numbered 3501 tBence S03 001 l81W 46000 feet to a concrete monument numbered 3501 thence N88 2048W 62500 feet to a concrete monument num~red 3501 on the west boundary of the aforesaid NE~ of Section 8 thence N03 0018E along said west boindary 46000 feet to the POINT OF BEGINNING Containing 660 acres more or less middot
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To llaue and to Bold 1 r ff Bod th gPIWOr h-b oo-- wllfa ald a~ 1Jm U t lcwuil bullefud ol Mid land tn bull
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and duat old land t Ne ol cU encwnLroncu FLORIDA DOCUMENTARY STAMP TAX REQUIRED BY LAW IN THE AMOUNT OF IJVe(Sdeg1AS BEEN P bull NEWMAN C BR CKIN CLERK OKAL COU TY B DC
~0~~ ohn wbull MingerL ExecbullVice Pres-middotmiddotmiddot
IPACl ULOW 01 IKO-flgtIH VU
I HERampBY CERTIFY thn on thibull dar bdou me an officer dulr authoriud in 1hc Stilt aforuald and in the County alorruid to ukc ucknowlrd~mn11 pcnonbullllr appnrtd
John w Minger Exec Vice Pres Northgate Developnent Ompany Inc
RCD1 OCT 23 1989 NEWMAN C BRACKIN
FILElt 1058478 OKALOOSA COUNTYFL0R1DA
r Waste Management Inc of Florida
w~o11 poatollH addra U 500 Cypress Creek Road West Suite 300 Fort Lauderdale Florida 33309
I
t
I
l I [ L_) middot
r r
I 251 PM f-
CLERK i
-
EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
SOLID WASTE TRANSFER STATION OPERATION AGREEMENT
THIS AGREEMENT is made as of this J)Paay 8~ 2010 by and
between Okaloosa County Florida (the COUNTY) a political subdivision of the State of
Florida and Waste Management Inc ofFlorida (hereinafter refened to as CONTRACTOR) a
corporation duly organized and validly existing under and by virtue of the laws of the State of
Florida and authorized to do business in the State ofFlorida
WITNESSETH
WHEREAS the COUNTY and the CONTRACTOR entered into an agreement dated as of June
2 2000 pursuant to which CONTRACTOR operates transfer stations utilizing state-of-the-rut
techniques and in accordance with the rules and regulations of the Florida Deprutment of
Environmental Protection including but not limited to 62-701801 FAC and all referenced
codes for the purpose of receiving and transporting Solid Waste to a disposal site as provided
therein and
WHEREAS such contract for Solid Waste Transfer Station Operations authorizes the renewal of
said agreement and
WHEREAS the COUNTY and CONTRACTOR desire that CONTRACTOR continue to
operate and manage transfer stations under the te1ms and conditions set fotth in this Agreement
NOW THEREFORE in consideration of the premises contained in this Agreement the patties
hereto intend to be legally bound as follows
Okaloosa County Transfer Contract_Final Page 5 of52
ARTICLE 1 DEFINITIONS
The following words and expressions ( or pronouns used in their stead) shall wherever they
appear in this Agreement be constrned as follows unless a different meaning is clear from the
context Words of the masculine gender shall be deemed and construed to include correlative
words of the feminine and neuter genders Unless the context shall otherwise indicate all words
shall include the plum as well as the singular number and the word person shall include
corporations and associations including public bodies as well as natural persons
Acceptable Waste shall mean Solid Waste including garbage rnbbish refuse residue
incidental amounts of household hazardous waste as permitted by the Florida Department of
Environmental Protection and other discarded solid or semi-solid mate1ials resulting from
domestic commercial industrial recycling resource recovery agricultural and governmental
operations Acceptable Waste also includes Bulk Waste Special Waste (except those defined
under Unacceptable Waste) and Recyclable Materials Acceptable Waste shall not include
regulated Hazardous Waste Medical Waste Biomedical Waste Biological Waste Infectious
Waste and Yard Trash
Agreement shall mean this Agreement including all attachments and amendments thereto
Authorized Representative means the Public Works Director or as othetwise designated in
writing by the Board to represent the COUNTY in the administration and supervision of this
Agreement
Biomedical Waste means any Solid Waste or liquid waste which may present a threat of
infection to humans The term includes but is not limited to non-liquid human tissue and body
parts laboratory and veterinary waste that contain human disease-causing agents used
disposable shaips human blood human blood products body fluids and other materials that in
the opinion of the Department of Health and Rehabilitative Services represent a significant risk
of infection to persons outside the generating facility
Biological Waste means Solid Waste that causes or has the capability of causing disease or
infection and includes but is not limited to Biomedical Waste diseased or dead animals and
other wastes capable of transmitting pathogens to humans or animals
Okaloosa County Transfer Contract_Final Page 6 of52
Board shall mean the Board of County Commissioners of Okaloosa County Florida which is
the governing body of the COUNTY
Bulk Waste shall mean any waste that requires additional management due to its bulk or
weight and shall include Household Furniture treated lumber Electronics bicycles push type
lawn mowers with all oil and gas drained automotive tires and White Goods Bulk Waste does
not include any form of matter or debris resulting from tree removal land clearing land
development or Special Waste as defmed herein
Commencement Date means the first day of the month following the Effective Date of this
Agreement
Commercial Business Establishment means any establishment other than a residential
dwelling apartment complex condominium complex or trailer park and shall be and shall
include but not be limited to all retail professional wholesale and industrial facilities
manufacturing facilities non-profit enterprises governmentalpublic agencies and any other
commercial enterprises offering goods or services to the public
Commercial Waste means any Acceptable Waste generated at a Commercial Business
Establishment
Construction and Demolition Debris means discarded materials generally considered to be
not water-soluble and nonhazardous in nature including but not limited to steel glass brick
concrete asphalt roofing material pipe gypsum wallboard and lumber from the construction or
destruction of a structure as paii of a construction or demolition project or from the renovation of
a structure and including rocks soils tree remains trmiddotees and other vegetative matter that
nmmally results from land clearing or land development operations for a construction project
including such debris from construction of structures at a site remote from the construction or
demolition project site Mixing of Construction and Demolition Debris with other types of Solid
Waste will cause it to be classified as other than Construction and Demolition Debris The term
also includes
(a) Clean cardboard paper plastic wood and metal scraps from a construction project
Okaloosa County Transfer Contract_Final Page7 of52
(b) Except as provided ins 403707(9)(j) Florida Statutes unpainted nontreated wood
scraps from facilities manufacturing materials used for construction of structures or
their components and unpainted nontreated wood pallets provided the wood scraps
and pallets are separated from other Solid Waste where generated and the generator
of such wood scraps or pallets implements reasonable practices of the generating
industry to minimize the commingling of wood scraps or pallets with other Solid
Waste and
(c) De minimus amounts of other nonhazardous wastes that are generated at
construction or destruction projects provided such amounts are consistent with best
management practices of the industry
Contract Year means the time from the Commencement Date through March 31 2012 and
each calendar year thereafter
Costs shall mean the costs of labor materials supplies major rental equipment and tools
other direct costs and allocable indirect costs such as fringe benefits general and administrative
expenses and indirect labor costs
COUNTY shall mean Okaloosa County Florida acting by and tlnmiddotough its Board of County
Commissioners
CPI as used herein shall be the revised Consumer Price Index for All Urban Consumers South
Urban for all items not seasonally adjusted published by the Bureau of Labor Statistics US
Department of Labor 1984-82 = 100 In the event the US Department of Labor Bureau of
Labor Statistics ceases to publish the CPI the parties hereby agree to substitute another equally
authoritative measure of change in the purchasing power of the US dollar as may be then
available
Day shall mean one calendar day when used in this Agreement
Effective Date means the date this Agreement becomes effective when executed by the
parties or when the Board adopts the Ordinance establishing the rates specified herein
whichever later occurs
Okaloosa County Transfer Contract_Final Page 8 of52
Electronics means computers monitors keyboards nnce termmals printers modems
scanners cell phones televisions and copiers and other electronic equipment as directed by the
COUNTY
Franchise Area means the specifically described geographic areas exclusively assigned to a
franchisee for the purpose of residential Solid Waste Yard Trash and Bulk Waste Collection
and if applicable Recyclable Material Collection pursuant to the COUNTYs Residential Solid
Waste and Recycling Collection Franchise Agreement
Fuel Index as used herein shall be the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low
Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) published by the US
Department of Energy Energy Information Administration In the event the US Department of
Energy Energy Information Administration ceases to publish the fuel prices the parties hereby
agree to substitute another equally authoritative measure of change in the purchasing power of
the US dollar as may be then available
Hazardous Waste means Solid Waste or a combination of Solid Wastes (even though it may
be part of delivered load of waste) which because of its quantity concentration or physical
chemical or infectious characteristics may cause or significantly contribute to an increase in
mortality or an increase in serious irreversible or incapacitating reversible illness or may pose a
substantial present or potential hazard to human health or environment when improperly
transported disposed of stored treated or otherwise managed Hazardous Waste shall include
all such waste as defined by the Rules of the Florida Department of Environmental Protection
Chapter 62-730 FAC or 40 Code ofFederal Regulations 261 or both as either or both may be
amended from time to time and to the extent either or both is applicable to the disposal of waste
in Florida Hazardous Waste is not intended to include de minimus amounts of household
hazardous wastes as defined by FAC 62-701100
Household Furniture means all movable compactable articles or apparatus such as chairs
tables sofas mattresses etc for equipping a house
Okaloosa County Transfer Contract_Final Page9 of52
Incorporated Municipalities means those duly Incorporated Municipalities in Okaloosa
County consisting of Cinco Bayou Crestview Destin Fort Walton Beach Laurel Hill Mary
Esther Niceville Shalimar and Valpariso
Independent Third Party means a qualified party mutually acceptable to both the COUNTY
and the CONTRACTOR
Infectious Waste means those wastes which may cause disease or may reasonably be
suspected of harboring pathogenic organisms Included are wastes resulting from the operation
of medical clinics hospitals and other facilities producing wastes which may consist of but are
not limited to diseased human and animal parts contaminated bandages pathological
specimens hypodermic needles contaminated clothing and surgical gloves
Merchant Waste means Acceptable Waste that was collected from locations outside the
COUNTY jurisdictional boundaries Merchant Waste does not include Co=ercial Waste
generated within unincorporated areas of the COUNTY or within Incorporated Municipalities
Recyclable Materials means those materials which are capable of being recycled and which
would otherwise be processed or disposed of as Solid Waste Recyclable Materials shall include
newspapers (including inse1ts ) conugated cardboard mixed paper (including brown paper bags
magazines phonebooks junk mail white and colored paper shredded paper in a bag and
paperboard) aluminum plastic containers and bottles marked with SPI codes 1-7 glass bottles
and jars tin and ferrous cans polycoated containers and other Solid Waste materials added upon
Agreement between the COUNTY and the CONTRACTOR when such materials have been
either dive1ted from the remaining Solid Waste stream or removed prior to their entry into the
remaining Solid Waste stream
Recycling Facility means the facility located adjacent to the Fort Walton Beach Transfer
Station at which Recyclable Materials are delivered for processing andor transport
Required Turn Back Condition means reasonable wear and tear co=ensurate with the time
of use and considering the CONTRACTORs responsibilities for maintenance repair and
replacement
Okaloosa County Transfer Contract_Final Page 10 of52
Solid Waste means garbage rubbish refuse trash clean debris or other similar discarded
material resulting from domestic industrial commercial mining agricultural or governmental
operations It excludes Yard Trash Bulk Waste Recyclable Materials and Special Waste
Special Waste means wastes that can require special handling and management but are not
considered Bulk Waste that are not accepted at a landfill or other disposal facility or that are
accepted at a landfill or other disposal facility at higher rates than are charged for refuse
including but not limited to wastes outlined in Exhibit A
Subcontractor shall mean a person firm or corporation other than employees of
CONTRACTOR who or which contracts with CONTRACTOR to furnish or actually furnishes
labor materials andor equipment for the Facility
Ton means a sh01i ton 2000 pounds (9078 metric tons)
Transfer Stations means the facilities currently located at 630 Martin Luther King Jr Blvd
(Fort Walton Transfer Station) and at the Baker Landfill (Baker Transfer Station) in Okaloosa
County capable of receiving Acceptable Waste for further transfer to a disposal facility for
ultimate disposition
Unacceptable Waste shall mean wastes that are not accepted for Class I disposal These
materials include Infectious Waste and Hazardous Wastes as defined above those wastes
excluded from the definition of Acceptable Wastes and materials exhibiting the following
characteristics
(a) Hazardous placards or markings
(b) Liquids
( c) Powders or dusts
(d) Drums or commercial size containers
( e) Chemical odors
Other unacceptable materials include
(a) Asbestos containing wastes
(b) Ash
Okaloosa County Transfer Contract_Final Page 11 of52
( c) Fluorescent light bulbs
( d) Mercury containing devices
(e) Whole tires
(f) Liquid Wastes
White Goods means discarded washers dryers refrigerators ranges microwave ovens water
heaters freezers small air conditioning units and other similar domestic large appliances
Yard Trash means vegetative matter resulting from landscaping maintenance including
accumulation of lawn grass shrubbery cuttings or clippings and dry leaf rakings palm fronds
small tree branches bushes or shrubs green leaf cuttings fruits or other matter usually created
as refuse in the care of lawns and yards Yard Trash does not include treated wood or any form
of matter or debris resulting from tree removal land clearing land development building
demolition home improvement or waste generated by tree surgeons
ARTICLE 2 CONTRACT PURPOSE AND TERM
21 PURPOSE
The pmpose of this Agreement is to establish the terms and conditions under which
CONTRACTOR shall manage operate and maintain the Transfer Stations
22 EFFECTIVE DATE AND COMMENCEMENT DATE
This Agreement shall become effective when executed by the paities or when the Board
adopts the Ordinance establishing the rates specified herein whichever later occurs The
Commencement Date of service shall be the first Day of the month following the
Effective Date of this Agreement
Okaloosa County Transfer Contract_Final Page 12 of52
23 TERM
The term of this Agreement shall commence on the Effective Date and end on March 31
2016 The term of this Agreement may be renewed for one (1) additional term of five (5)
years commencing at the end of the initial te1m by mutual agreement of the parties
ARTICLE 3 COUNTY RESPONSIBILITIES
31 DELIVERY OF ACCEPTABLE WASTE
The COUNTY or others authorized by the COUNTY shall deliver Acceptable Waste to
the Transfer Stations and Recyclable Materials to the Recycling Facility
32 MANNER OF DELIVERIES
The COUNTY shall grant to CONTRACTOR reasonable authority to deny admission to
the Transfer Stations of any vehicle carrying refuse which may leak spill or allow waste
to be blown or scattered about the Transfer Stations before unloading at the site
33 COOPERATION
COUNTY shall cooperate with CONTRACTOR in CONTRACTORs efforts to obtain
and renew all required permits licenses and approvals shall not appear as an objector in
any proceeding to consider the granting or renewal of such permits licenses or approvals
and shall promptly and reasonably consider any applications by CONTRACTOR
ARTICLE 4 CONTRACTOR RESPONSIBILITIES
41 OWNERSHIP AND TRANSFER OF OWNERSHIP
411 Throughout the full term of this Agreement the CONTRACTOR shall retain
ownership of the Transfer Stations and Recycling Facility At the conclusion of
the full term of the Agreement or in the event of CONTRACTOR default and
Okaloosa County Transfer Contract_Final Page 13 of52
termination by the COUNTY the Baker Transfer Station and all real property at
the Fort Walton Beach Transfer Station and Recycling Facility will be wholly
owned by the COUNTY and CONTRACTOR shall convey in Required Tum
Back Condition good and marketable title to the same to the COUNTY free and
clear of all liens or other encumbrances For the purposes of this Agreement real
property means the Fort Walton Beach Transfer Station and Recycling Facility
property as defined by the warranty deeds in Exhibit B and all physical buildings
and structures thereon including all equipment and fixtures with the exception of
rolling stock
412 In order to establish the Required Turn Back Condition of all real property at the
Transfer Stations and Recycling Facility and the need for repairs or replacements
if any the COUNTY and the CONTRACTOR shall conduct a joint inspection(s)
of the Facilities sites and buildings to include the utilities no later than thirty
(30) Days after the Effective Date of this Agreement The COUNTY and the
CONTRACTOR shall develop a list of any necessary repairs or replacements that
the CONTRACTOR is responsible for paying for andor performing such repairs
or replacements and establish a schedule for completing such work The
condition of the Facilities sites and buildings following completion of such
repairs and replacements shall be the Required Tum Back Condition allowing for
normal wear and tear commensurate with the time of use and considering the
CONTRACTORs responsibilities for maintenance repair and replacement
413 The CONTRACTOR shall maintain and convey at the conclusion of the full term
of this Agreement all real property at the Transfer Stations and Recycling Facility
to the COUNTY in Required Turn Back Condition The COUNTY shall notify
the CONTRACTOR of any deficiencies in the Required Tum Back Condition
and CONTRACTOR shall remedy such deficiencies
42 CAPITAL IMPROVEMENTS
The CONTRACTOR shall be solely responsible for the cost of all capital improvements
to the Transfer Stations and Recycling Facility
Okaloosa County Transfer Contract_Final Page 14 of 52
43 PERMITTING AND COMPLIANCE
The CONTRACTOR shall be responsible for obtaining and maintaining permits
approvals and licenses as are requrred for the operation of the Transfer Stations and
Recycling Facility CONTRACTOR shall operate the facilities in compliance with all
requirements of Federal State and local laws rules ordinances and regulations
applicable to the management of such facilities and as contained in the permits issued
relative to the facilities CONTRACTOR and the COUNTY agree to cooperate fully with
one another within reason in all efforts undertaken pursuant to this paragraph The
CONTRACTOR shall be responsible at its sole cost for the payment of all fines
penalties and citations that the CONTRACTOR may incur
44 ACCEPTANCE OF WASTE
In accordance with applicable operational protocol established by the CONTRACTOR
and with the approval of the COUNTY CONTRACTOR shall provide operate and
maintain facilities for the receipt of Acceptable Waste brought to the Transfer Stations
441 Acceptable Waste The CONTRACTOR shall process Acceptable Waste received
at the Transfer Stations in accordance with applicable Federal State and local
regulations and in a manner which would not be likely to pose a threat to public
health and safety
442 Special Waste CONTRACTOR shall implement a program to identify and
manage Special Waste Any testing or additional charges for the receipt handling
and disposal of Special Waste shall be as agreed between the CONTRACTOR
and the generator or transpmier of the Special Waste
443 Unacceptable Waste The CONTRACTOR shall exercise its best efforts to avoid
the acceptance of Unacceptable Waste at the Transfer Stations The
CONTRACTOR shall process Unacceptable Waste received at the Transfer
Stations in accordance with applicable Federal State and local laws rules
ordinances and regulations and in a manner which would not be likely to pose a
threat to public health and safety The CONTRACTOR shall indemnify the
Okaloosa County Transfer Contract_Final Page 15 of 52
COUNTY for any liability claim or damages imposed as a consequence of
CONTRACTORs failure to process such material in accordance with applicable
Federal State or local regulations Any testing required or additional charges
imposed for the receipt handling and disposal of Special Waste shall be as agreed
between the CONTRACTOR and the generator or transporter of the Unacceptable
Waste
45 OPERATING REQUIREMENTS
451 The CONTRACTOR will provide at CONTRACTORs expense all the utilities
used in operating the Transfer Stations and Recycling Facility At the Baker
Transfer Station the CONTRACTOR shall pre-treat leachate to a pH between 60
and 85 The COUNTY shall transport the treated leachate for further treatment
and disposal
452 The CONTRACTOR shall be responsible for the maintenance and repair of all
real property at the Transfer Stations and Recycling Facility in accordance with
industry and operational standards It shall also be the CONTRACTORs
responsibility to replace all or part of the property fixtures machinery
improvements and equipment as required to maintain the operation and
performance of the Transfer Stations and Recycling Facility including facility
expansion necessary to accommodate increased throughput The CONTRACTOR
shall maintain and or replace as appropriate all rolling stock utilized by the
CONTRACTOR in performance of this Agreement
453 The CONTRACTOR shall specifically establish a procedure for monitoring the
wear on the waste receiving floors and shall establish a repair procedure before
the wear has progressed to the point that further wear could jeopardize the
renewal of the floor surface or involve replacement of the steel reinforcement in
the floor The floor shall be resurfaced by the CONTRACTOR at least once
during the te1m ofthis Agreement
Okaloosa County Transfer Contract_Final Page 16 of 52
454 The CONTRACTOR shall remove Solid Waste from the transfer station tipping
floors in accordance with its operating permits
455 The CONTRACTOR shall operate the facilities to allow for a turnaround time of
not greater than twenty (20) minutes for vehicles delivering waste or Recyclable
Materials
456 The Transfer Stations and Recycling Facility will be maintained in a neat clean
and attractive manner consistent with its function and present a positive public
appearance
457 The CONTRACTOR shall control litter at the Transfer Stations and Recycling
Facility sites Adequate litter control is defined as minimizing litter leaving the
site and the collection of off-site and on-site litter at the end of eve1y business
day
458 The CONTRACTOR shall separate tires White Goods and Electronics delivered
to the Transfer Stations from other waste and place them in separate containers as
provided by the COUNTY
46 HOURS AND DAYS OF OPERATION
The Transfer Stations and Recycling Facility will be open to the public from 600 am
until 500 pm Monday through Friday and 600 am until 1200 noon Saturday The
COUNTY reserves the right to alter the operating hours of the facilities The
FRANCillSEE and COUNTY agree to negotiate a reasonable rate adjustment if such
change in operating hours affects operating costs
47 HOLIDAYS
The CONTRACTOR will close the Transfer Stations and Recycling Facility on the
following holidays New Years Day Thanksgiving and Clumiddotistmas
Okaloosa County Transfer Contract_Final Page 17 of 52
48 COUNTY ACCESS
The CONTRACTOR shall afford reasonable access at any reasonable time to the
Transfer Stations and Recycling Facility by the COUNTY its authorized agents or public
authorities having regulatory jurisdiction over the facilities Such visits shall be
conducted in a manner so as to cause minimum interference with the performance of
CONTRACTOR s responsibilities hereunder All persons conducting such visits shall
provide appropriate identification and shall comply with CONTRACTORs established
safety rules and regulations
49 TRANSPORTATION OF ACCEPTABLE WASTE
The CONTRACTOR shall be responsible for all transportation of Acceptable Waste
except White Goods and tires once it has been accepted for disposal at the Transfer
Stations The CONTRACTOR shall transport Electronics to the COUNTY facility
designated by Authorized Representative The CONTRACTOR may transpmt
Constmction and Demolition Debris to a permitted facility of its choosing The
CONTRACTOR shall transpmt all other Acceptable Waste to the Spring Hill Regional
Landfill and shall have the duty to ensure that the transportation will be performed in
accordance with applicable regulations and will be prompt safe and efficient Upon
approval by the Authorized Representative the CONTRACTOR may transpmt
Acceptable Waste to a different permitted facility If such facility is closer to Okaloosa
County than the Spring Hill Regional Landfill the CONTRACTOR and COUNTY shall
negotiate a co=ensurate rate adjustment
410 PROCESSING OF RECYCLABLE MATERIALS
The CONTRACTOR shall be responsible for all transportation and processmg of
Recyclable Materials accepted at the Recycling Facility
411 RECORDKEEPING AND REPORTING
4111 The CONTRACTOR records required herein shall be maintained in electronic
database format utilizing Microsoft software or in a format approved by the
Okaloosa County Transfer Contract_Final Page 18 of 52
Authorized Representative The databases shall be readily available for inspection
by the COUNTY at any time during normal operating hours and information in
the records shall be shared with the COUNTY upon request
4112 The CONTRACTOR shall weigh and record all inbound and outbound vehicles
carrying materials including transfer trucks at the Fort Walton Beach Transfer
Station and Recycling Facility Each vehicle delivering waste or Recyclable
Materials shall be properly identified and authorized in a manner satisfactory to
the COUNTY and CONTRACTOR Weights of all waste and Recyclable
Materials shall be recorded in the COUNTYs WasteWorks system
4113 The weight of Acceptable Waste and Recyclable Materials shall be determined
using the weigh scales at the facility The CONTRACTOR shall at regular
intervals test the accuracy of the weigh scales such testing shall occur at least
once every ninety (90) Days The test records for the term of this Agreement shall
be kept on file in the scale house at the facility
4114 The CONTRACTOR shall maintain the original weight records that identify the
vehicles the time of weighing( s) and the tare weights of the vehicles for a period
of five (5) years after which CONTRACTOR may dispose of such records The
CONTRACTORs records so developed will be used as a basis for calculating
quantities of waste and Recyclable Materials and shall be subject to review
including spot checking by the COUNTY at its discretion on site or made
available to the COUNTY at such times as it may reasonably request Required
records in this category include but are not limited to itemized statements of the
amount of Acceptable Waste delivered to the Transfer Stations as further defmed
in Article 4
4115 The COUNTY shall be entitled to have its designated representatives at the
Transfer Stations and Recycling Facility at all times and CONTRACTOR shall
designate a suitable site for an office if required by COUNTY The COUNTY
shall further have the right to station its employees at all weigh scales to verify the
Okaloosa County Transfer Contract_Final Page 19 of52
correctness of the weight records and the CONTRACTOR shall provide
reasonable space for said employees
4116 The CONTRACTOR shall provide the Authorized Representative with its internal
tonnage report which shall include all waste delivered to the Transfer Stations
and all Recyclable Materials delivered to the Recycling Facility Tonnage shall
be broken down by material type and source of generationdelivery with all waste
and Recyclable Materials collected within the COUNTYs Franchise Area clearly
noted For Recyclable Materials collected within the COUNTYs Franchise Area
the CONTRACTOR shall provide an estimate of the breakdown of such material
by commodity Such report shall be submitted in electronic format within seven
(7) Days after the end of each month
412 TRANSITION
4121 The CONTRACTOR shall cooperate with the COUNTY or its designated
contractor during any transition period at the end of this Agreement Such
cooperation includes but is not limited to allowing site visits of the facilities by
the COUNTY or its contractor with advance notice and ensuring all facilities are
in Required Tum Back Condition pursuant to Paragraph 41
4122 The CONTRACTOR shall transfer all active facility permits for the Transfer
Stations and Recycling Facility to the COUNTY or its designated contractor as
requested by the COUNTY in a timely manner so as to avoid any disruption of
service
ARTICLES CONTRACTORS COMPENSATION
51 BASE RATE
The combined total rate for Acceptable Waste handling transportation and disposal paid
to the CONTRACTOR by the COUNTY shall be $3677 per Ton ofrep011ed and verified
waste receipts with the exception of Recyclable Materials Special Waste or
Okaloosa County Transfer Contract_Final Page20 of52
Construction and Demolition Debris managed at the facilities This rate shall take effect
on the Commencement Date of this Agreement and shall continue without adjustment
through September 30 2011
52 RATE ADJUSTMENTS
On October I 2011 and October 1 of each subsequent Contract Year of this Agreement
the CONTRACTORs base rate as provided in Paragraph 51 shall be adjusted
accmding to the following methodology as further explained in Exhibit C seventy
percent (70) of the rate shall be adjusted based on seventy-five percent (75) of the
percentage change in the CPI for the twelve (12) months ending on the preceding June
30ili and thirty percent (30) of the rate shall be adjusted based on the percent change in
the US Department of Energy Fuel Index for the previous twelve (12) months ending on
the preceding June 30ili The total rate adjustment each year may not exceed two percent
(2) of the previous years rates
53 BILLING AND PAYMENT OF CONTRACTORS FEES
531 CONTRACTOR shall keep records of all Acceptable Waste received at the
Transfer Stations as described herein
532 CONTRACTOR shall invoice the COUNTY monthly for the handling
transportation and disposal fees as set forth herein for Acceptable Waste
received at the Transfer Stations This invoice must include detailed information
regarding waste receipts including Solid Waste Bulk Waste Special Waste
Recyclable Material Unacceptable Waste and Merchant Waste in a format
approved by the Authorized Representative Only waste receipts reported using
this format and verified by the COUNTY will be paid COUNTY shall pay such
invoices within thirty (30) Days from the date of invoice or request additional
info1mation if adequate information is not provided
Okaloosa County Transfer Contract_Final Page 21 of52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS
COUNTY shall be responsible for the setting and collection of charges associated with all waste
receipts except as provided herein
61 ACCEPTABLE WASTE
The rates charged for Acceptable Waste will be as established by COUNTY Ordinance
No 00-08 and any amendments thereto If a waste load is too small to be accurately
weighed by the Transfer Stations weigh scales a flat rate shall be charged to the
customer per vehicle as established by COUNTY Ordinance No 00-08 and any
amendments thereto
62 SPECIAL WASTE
CONTRACTOR shall be responsible for setting rates associated with Special Waste
63 CONSTRUCTION AND DEMOLITION DEBRIS
CONTRACTOR shall use its best efforts to deliver a mmnnum of 1000 Tons of
Construction and Demolition Debris (CampD) per month to the Transfer Stations
collectively The COUNTY shall charge the CONTRACTOR a Ten Dollar ($1000) per
Ton host fee for all CampD material delivered to the Transfer Stations This CampD material
shall not be subject to any additional charges or Costs including tipping fees by the
COUNTY to the CONTRACTOR
64 RECYCLABLE MATERIALS
Recyclable Materials delivered by or on behalf of the COUNTY Incorporated
Municipalities or by private citizens directly or collected by the CONTRACTOR from
Commercial Business Establishments in the COUNTY will be accepted at no charge
The CONTRACTOR may negotiate Recyclable Materials processing fees with other
entities delivering such materials to the Recycling Facility
Okaloosa County Transfer Contract_ Final Page22 of52
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS
71 COUNTY RECYCLABLE MATERIALS
The CONTRACTOR shall pay the COUNTY revenue for each Ton of Recyclable
Materials delivered by or on behalf of the COUNTY to the Recycling Facility as follows
711 Each month the CONTRACTOR shall calculate the Average Market Value
(AMV) of Recyclable Materials defined as the sum of commodity prices (US
Dollar per Ton) posted on the first week of the month for the Southeast USA in
SecondaryMaterialsPricingcom and SecondaryFiberPricingcom multiplied by
the composition of the Recyclable Materials as defmed in Table 1 Exhibit D
provides an example ofthis calculation
Table 1
Composition ofRecyclable Materials and Market Indexes for Determining AMV
lVIaterial Index Description Percentale Newspaper (ONP) PSI 8 Baled FOB sellers dock 5260 Corrugated Cardboard (OCC) PSI 11 Baled FOB sellers dock 1130 Mixed Paper PSI 1 Baled FOB sellers dock 460 Aseptic Containers NIA 000 Aluminum Cans Aluminum Cans Sorted and Baled Delivered 170 Steel Cans Steel Cans Sorted and Baled Delivered 230 PET PET Baled Picked Up 460 HDPE (Natural) Natural HDPE Baled Picked Uo 090 HDPE (Colored) Colored HDPE Baled Picked Up 180 Clear Glass Flint Delivered 830 Green Glass Green Delivered 450 Brown Glass Amber Delivered 490 Contamination NIA 250
712 Each month the CONTRACTOR shall pay revenue to the COUNTY based on
the AMV equal to the total Tons of Recyclable Materials delivered by or on
behalf of the COUNTY multiplied by the revenue payment in Table 2 The
revenue payment in Column A will be in effect through March 31 2013 and that
in Column B will be in effect after that date If a Mate1ials Recovery Facility
Okaloosa County Transfer Contract_Final Page23 of52
(MRF) is developed by the CONTRACTOR within a 200 mile radius of the
COUNTY prior to March 31 2013 the revenue payment in Column B will go
into effect when such MRF becomes operational
Table 2
Per Ton Revenue Payment to COUNTY Based on AMV
Avera2e Market Value COLUMN A COLUMNB
Low Hi2h
Revenue Payment to COUNTY ($Ton)
until March 31 2013
Revenue Payment to COUNTY($Ton)
after March 31 2013 lt$8001 $9000 $2000 $2000
$9001 $10000 $2000 $2500
$10001 $11000 $2000 $3000 $11001 $12000 $2000 $3500
$12001 $13000 $2500 $4000
$13001 $14000 $3000 $4500 $14001 $15000 $3500 $5000 $15001 $16000 $4000 $5500 $16001 $17000 $4500 $6000
$17001 $18000 $5000 $6500 $18001 $19000 $5500 $7000 $19001 $20000 $6000 $7500
$20001 $21000 $6500 $8000 $21001 $22000 $7000 $8500
$22001 gt$23000 $7500 $9000
713 No later than the fifteenth (15th) Day of each month the CONTRACTOR shall
submit a Monthly Payment Report in a format approved by the Authorized
Representative for the previous calendar month detailing the calculation of each
revenue payment and the total revenue payment due to the COUNTY Said
revenue payment shall be remitted to the COUNTY within thirty (30) Days from
the end of the month for which the payment is being made
714 The CONTRACTOR may request a study to measure the composition of
Recyclable Materials utilized to calculate the AMV pursuant to Paragraph 7 1
Okaloosa County Transfer Contract_Final Page 24 of52
Table I of this Agreement such request being subject to approval by the
COUNTY If approved by the COUNTY the CONTRACTOR and COUNTY
shall jointly develop a methodology and cost estimate to conduct the composition
study The final methodology and selection of the Independent Third Party to
conduct the study must be approved by the Authorized Representative The
parties shall share equally in paying for the cost of the study Study results are
subject to final approval by the Authorized Representative Once approved
adjustments to the composition of Recyclable Materials shall become effective for
the following month and remainder of the term of the Agreement or until further
adjusted in accordance with this article
72 OTHER RECYCLABLE MATERIALS
The CONTRACTOR will remit $20 per Ton of Recyclable Material received at the
Recycling Facility that is not subject to Paragraph 71 with the exception of Recyclable
Materials not generated in Okaloosa County
ARTICLE 8 PERFORMANCE BOND
The CONTRACTOR shall furnish to the COUNTY a performance bond issued by a surety
licensed to do business in the State of Florida for the faithful performance of the Agreement and
all obligations arising hereunder The performance bond shall be made payable in favor of
Okaloosa County Florida or in lieu thereof pay to the COUNTY the sum of $200000000 A
complete bond shall be issued at least thirty (30) Days prior to the Commencement Date of this
Agreement
ARTICLE 9 LIQUIDATED DAMAGES
If the CONTRACTOR does not substantially fulfill its obligations under this Agreement the
COUNTY shall provide written notice to the CONTRACTOR of specific areas of deficiency
Examples of such deficiencies include but are not limited to the following
Okaloosa County Transfer Contract_Final Page 25 of 52
(a) Violation of environmental laws
(b) Inadequate litter control at the Transfer Stations andor the Recycling Facility Adequate
litter control is defined as minimizing litter leaving the site and the collection of off-site
and on-site litter at the end of every business day
(c) Failure to remove Solid Waste from the transfer station tipping floor in accordance with
FRANCHISEEs operating permits
(d) Other conditions created by the CONTRACTOR that could impact public health and
safety and
(e) Poor maintenance of the Transfer Stations and Recycling Facility and equipment
resulting in a poor public image of the facilities
The CONTRACTOR shall initiate reasonable steps to correct these deficiencies within seventyshy
two (72) hours of written notice If the CONTRACTOR does not initiate reasonable steps within
seventy-two (72) hours the COUNTY may at its discretion impose liquidated damages of $500
per Day until deficiencies are satisfactorily con-ected as determined by the COUNTY If the
CONTRACTOR has not con-ected these deficiencies within thirty (30) Days of receipt of written
notice the CONTRACTOR will be considered in default of the Agreement and the COUNTY
may terminate this Agreement and recover damages in the full amount of the performance bond
The COUNTY may assess liquidated damages pursuant to this Aliicle on a monthly basis and
shall at the end of each month notify the CONTRACTOR in writing of the liquidated damages
assessed and the basis for each assessment In the event the CONTRACTOR wishes to contest
such assessment(s) the CONTRACTOR shall within five (5) Days after receiving such notice
request in writing an opportunity to be heaimiddotd by the Board and present its defense to such
assessment(s)
The COUNTYs Authorized Representative shall notify the CONTRACTOR in writing of any
action taken with respect to CONTRACTORs claims and the decision of the Board will be final
Okaloosa County Transfer Contract_Final Page 26 of 52
ARTICLE 10 DEFAULT AND TERMINATION
The COUNTY may terminate this Agreement except as otherwise provided below in this
paragraph by giving CONTRACTOR fifteen (15) Days advance written notice upon the
happening of any one of the following events
(a) The CONTRACTOR fails to remedy deficiencies as noted in Article 9 within
thirty (30) Days of receipt ofwritten notice by the COUNTY
(b) The CONTRACTOR takes the benefit of any present or future insolvency statute
or shall make a general assigmnent for the benefit of creditors or file a voluntary
petition in bankruptcy or a petition or answer seeking readjustment of its
indebtedness under the Federal United States or any state thereof or consent to
the appointment or a receiver trustee or liquidator of all or substantially all of its
property or
(c) By order or decree of a court the CONTRACTOR shall be adjudged bankrupt or
an order shall be made approving a petition filed by any of its creditors or by any
of the Stockholders of the CONTRACTOR seeking its reorganization or the
readjustment of its indebtedness under federal bankrnptcy laws or under any law
of statute of the United States or of any state thereof provided that if any such
judgment is stayed or vacated within sixty ( 60) Days after the entry thereof any
notice of cancellation shall be and become null void and of no effect or
(d) By or pursuant to or under authority of any legislative act resolution or rule or
any order or decree of any cornt or government board agency or office having
jurisdiction a receiver trustee or liquidator shall take possession or control of all
or substantially all of the property of the CONTRACTOR and such possession of
control shall continue in effect for a period of sixty ( 60) Days or
(e) The CONTRACTOR shall voluntarily abandon desert or discontinue its
operation hereunder granted
Okaloosa County Transfer Contract_Final Page 27 of52
Then such shall be considered a material breach of this Agreement and the Authorized
Representative shall notify the CONTRACTOR in writing of the breach If within a period of
fifteen (15) Days the CONTRACTOR has not eliminated the conditions considered to be a
breach of contract or having so co=enced shall fail thereafter to continue with diligence the
cming thereof the Authorized Representative shall notify the Board
After these fifteen (15) Days the COUNTY can cause the CONTRACTOR to be obligated to pay
the COUNTY the amount specified in the bond and has the authority to terminate this
Agreement
ARTICLE 11 INSURANCE
111 CONTRACTORS INSURANCE
1111 The CONTRACTOR shall not co=ence any work in connection with this
Agreement until he has obtained all required insurance and such insurance has
been approved by the Okaloosa County Risk Management Director
1112 All insurance policies shall be with insurers licensed to do business in the State of
Florida and any insuring company is required to have a rnininimn rating of A
Class X in the Best Key Rating Guide published A M Best amp Co Inc
1113 All insurance shall include the interest of all entities names in and its respective
agents consultants servants and employees of each and all other interests as may
be reasonably required by Okaloosa County as Additional Insured The coverage
afforded the Additional Insured under this policy shall be primary insurance If
the Additional Insured have other insurance that is applicable to the loss such
other insurance shall be on an excess or contingent basis The amount of the
companys liability under this policy shall not be reduced by the existence of such
other insurance
Okaloosa County Transfer Contract_Final Page 28 of 52
1114 The County of Okaloosa shall be listed as Additional Insured by policy
endorsement on all insurance contracts applicable to this Agreement except
Workers Compensation and Professional Liability
1115 The County of Okaloosa shall be furnished proof of coverage by certificates of
insurance (COI) and endorsements for every applicable insurance contract
required by this Agreement The COI s and policy endorsements must be
delivered to the Autho1ized Representative not less than ten (10) Days prior to the
commencement of any and all contractual agreements between the County of
Okaloosa and the CONTRACTOR
1116 The COUNTY shall retain the right to reject all insurance contracts that do not
meet the requirement of this Agreement Further the COUNTY reserves the right
to change these insurance requirements with 60-Day notice to the
CONTRACTOR
1117 The insurance definition of Insured or Additional Insured shall include
Subcontractors Sub-subcontractors and any associated or subsidiary companies
of the CONTRACTOR which are involved and which is a part of the contract
1118 The COUNTY reserves the right at any time to require the CONTRACTOR to
provide certified copies of any insurance policies to document the insurance
coverage specified in this Agreement
1119 The designation of CONTRACTOR shall include any associated or subsidiary
company which is involved and is a part of the contract and such if any
associated or subsidiary company involved in the project must be named in the
Workers Compensation coverage
111IOAll policies shall be written so that the COUNTY will be notified of cancellation
or restrictive amendments at least thirty (30) Days prior to the effective date of
such cancellation or amendment Such notice shall be given directly to the
Authorized Representative
Okaloosa County Transfer Contract_Final Page 29 of 52
112 WORKERS COMPENSATION INSURANCE
1121 The CONTRACTOR shall secure and maintain during the life of this agreement
Workers Compensation insurance for all of his employees employed for the
project or any site connected with the work including supervision administration
or management of this project and in case any work is sublet with the approval
of the County of Okaloosa the CONTRACTOR shall require the Subcontractor
similarly to provide Workers Compensation insurance for all employees
employed at the site of the project and such evidence of insurance shall be
furnished the County of Okaloosa not less than ten (10) Days prior to the
conunencement of any and all subcontractual agreements which have been
approved by the County of Okaloosa
1122 Such insurance shall comply with the Florida Workers Compensation Law
1123 No class of employee including the CONTRACTOR himself shall be excluded
from the Workers Compensation insurance coverage The Workers
Compensation insurance shall also include Employers Liability coverage
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE
1131 The CONTRACTOR shall maintain Business Automobile Liability insurance
coverage throughout the life of this Agreement The insurance shall include
Owned Non-owned amp Hired Motor Vehicle coverage
1132 The CONTRACTOR shall carry other Conunercial General Liability insurance
against all other Bodily Injury Property Damage and Personal and Advertising
Injury exposures The coverage shall include both On- and Off-Premises
Operations Contractual Liability Board Form Property Damage and
Professional Liability
1133 All liability insurance ( other than Professional Liability) shall be written on an
occurrence basis and shall not be written on a claim-made basis If the insurance
Okaloosa County Transfer Contract~Final Page 30 of 52
is issued with an aggregate limit of liability the aggregate limit of liability shall
apply only to the locations included in this Agreement If as the result of any
claims or other reasons the available limits of insurance reduce to less than those
stated in the Limits of Liability the CONTRACTOR shall notify the Authorized
Representative in writing The CONTRACTOR shall purchase additional liability
insurance to maintain the requirements established in this Agreement Umbrella
or Excess Liability insurance can be purchased to meet the Limits of Liability
specified in this Agreement
1134 Commercial General Liability coverage shall be endorsed to include the
following
Premises - Operation Liability
Occurrence Bodily Injmy and Property Damage Liability
Independent CONTRACTORs Liability
Completed Operations and Products Liability
1135 CONTRACTOR shall agree to keep in continuous force Commercial General
Liability coverage including Completed Operations and Products Liability for two
(2) years beyond acceptance ofproject
114 LIMITS OF LIABILITY
The insurance required shall be written for not less than the following or greater if
required by law and shall include Employers liability with limits as prescribed in this
contract
LIMIT
A Workers Compensation
(1) State Statut01y
(2) Employers Liability $1000000 each accident
B Business Automobile amp Commercial $1000000 each occurrence
General Liability Insurance (A combined single limit)
C Personal and Adve1tising Injury $250000
D Pollution Liability $10000000 each occurrence
Okaloosa County Transfer Contract_Final Page 31 of 52
115 NOTICE OF CLAIMS AND LITIGATION
The CONTRACTOR agrees to report any incident or claim that results from performance
of this Agreement The COUNTY representative shall receive written notice in the form
of a detailed written repmi describing the incident or claim within ten ( 10) Days of the
CONTRACTORs knowledge In the event such incident or claim involves injury andor
property damage to a third party verbal notification shall be given the same Day the
CONTRACTOR becomes aware of the incident or claim followed by a written detailed
report within ten (10) Days of verbal notification
116 INDEMNIFICATION AND HOLD HARMLESS
To the fullest extent permitted by law CONTRACTOR shall indemnify and hold
harmless COUNTY its officers and employees from liabilities damages losses and
Costs including but not limited to reasonable attorney fees to the extent caused by the
negligence recklessness or intentional wrongful conduct of the CONTRACTOR and
other persons employed or utilized by the CONTRACTOR in the performance of this
contract
117 CERTIFICATES OF INSURANCE
1171 Certificates of insurance in duplicate indicating the job site and evidencing all
required coverage must be submitted to and approved by Okaloosa County prior
to the commencement of any of the work The certificate holder(s) shall be as
follows
Okaloosa County
602-C No1ih Pearl Street
Crestview Florida 32536
1172 All policies shall expressly require thirty (30) Days written notice to Okaloosa
County at the address set out above or the cancellations of material alterations of
such policies and the Certificates of Insurance shall so provide
Okaloosa County Transfer Contract_Final Page32 of52
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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Lois Jones STATE OF Flori COUNTY OF Ca]oosa
I HlllampIY CIATIFY lhfl on 1hi1 day btfor me an olfictt d11l1 nliltelbld middot in 11M $1amp11 afOffllid ampnd In 1M Cova11 alonuid to Ille UkllllMtiplfntt ptllDIUIU apptAltclJlh If 1111gar poundKee Vice President ~Jleve1opnmtt Ollpiey Inc
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bull -11on unJ tho 1w f Florida ino -1 i o fufnnbull 1350 E John Sims Pkwy Niceville FL 32578 ~naff1r colW tiamp gronlor lo Okaloosa Board of County Cctrmissioners
colioi potoltc ddr u Okaloosa County courthouse OFFICIAL RECORDS Crestview Fl 32536 BK 1732 PG 486
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LEXAL DESCRIPrIOO CCHoIDvCIN3 at the concrete nonurrent (1980 FAFB) rrarking the NW corner of the NE ( ~f section 8 lbwnship 2 South Range 24 West Okaloosa Co1lllty Florida run S88-2048E along the north boundacy thereof 62500 feet to a concrete mgtrnnEnt numbered 3501 thence S03deg00 1 181w 20006 feet to a concrete rronurrent mmtered 3501 and the POINI OF BEGINNIIlaquo thence continue S03deg00 1 l811W 6602 feet to a concrete mmUOOlt numbered 3501 thence S88deg2048 11E 113000 feet to a ooncrete nonument mmbered 3501 on the weseerly right-of-way line of the Hill Avenue Extension AKA Freedan-Way thence N07deg1545 11E along said right-of-way line 6632 feet to a concrete rromment nurrbered 3501 thence N88deg2048W 113493 feet to the POINT OF BffiINNING Containing 172 acres nore or less SUbject to easanent of record ittls property is to be used as county maintained road
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to llaue and hi ltlld i 1=
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LFGAL DFSCRIPrION PARCEL B BEGINNING at the concrete monument marking (1980 JilFB) the NW corner of the NE of Section 8 Township 2 South Range 24 West Okaloosa OJunty Florida run S88deg20 14811 E along the north boijndary thereof 62500 feet to a concrete monunent numbered 3501 tBence S03 001 l81W 46000 feet to a concrete monument numbered 3501 thence N88 2048W 62500 feet to a concrete monument num~red 3501 on the west boundary of the aforesaid NE~ of Section 8 thence N03 0018E along said west boindary 46000 feet to the POINT OF BEGINNING Containing 660 acres more or less middot
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and duat old land t Ne ol cU encwnLroncu FLORIDA DOCUMENTARY STAMP TAX REQUIRED BY LAW IN THE AMOUNT OF IJVe(Sdeg1AS BEEN P bull NEWMAN C BR CKIN CLERK OKAL COU TY B DC
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John w Minger Exec Vice Pres Northgate Developnent Ompany Inc
RCD1 OCT 23 1989 NEWMAN C BRACKIN
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EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
ARTICLE 1 DEFINITIONS
The following words and expressions ( or pronouns used in their stead) shall wherever they
appear in this Agreement be constrned as follows unless a different meaning is clear from the
context Words of the masculine gender shall be deemed and construed to include correlative
words of the feminine and neuter genders Unless the context shall otherwise indicate all words
shall include the plum as well as the singular number and the word person shall include
corporations and associations including public bodies as well as natural persons
Acceptable Waste shall mean Solid Waste including garbage rnbbish refuse residue
incidental amounts of household hazardous waste as permitted by the Florida Department of
Environmental Protection and other discarded solid or semi-solid mate1ials resulting from
domestic commercial industrial recycling resource recovery agricultural and governmental
operations Acceptable Waste also includes Bulk Waste Special Waste (except those defined
under Unacceptable Waste) and Recyclable Materials Acceptable Waste shall not include
regulated Hazardous Waste Medical Waste Biomedical Waste Biological Waste Infectious
Waste and Yard Trash
Agreement shall mean this Agreement including all attachments and amendments thereto
Authorized Representative means the Public Works Director or as othetwise designated in
writing by the Board to represent the COUNTY in the administration and supervision of this
Agreement
Biomedical Waste means any Solid Waste or liquid waste which may present a threat of
infection to humans The term includes but is not limited to non-liquid human tissue and body
parts laboratory and veterinary waste that contain human disease-causing agents used
disposable shaips human blood human blood products body fluids and other materials that in
the opinion of the Department of Health and Rehabilitative Services represent a significant risk
of infection to persons outside the generating facility
Biological Waste means Solid Waste that causes or has the capability of causing disease or
infection and includes but is not limited to Biomedical Waste diseased or dead animals and
other wastes capable of transmitting pathogens to humans or animals
Okaloosa County Transfer Contract_Final Page 6 of52
Board shall mean the Board of County Commissioners of Okaloosa County Florida which is
the governing body of the COUNTY
Bulk Waste shall mean any waste that requires additional management due to its bulk or
weight and shall include Household Furniture treated lumber Electronics bicycles push type
lawn mowers with all oil and gas drained automotive tires and White Goods Bulk Waste does
not include any form of matter or debris resulting from tree removal land clearing land
development or Special Waste as defmed herein
Commencement Date means the first day of the month following the Effective Date of this
Agreement
Commercial Business Establishment means any establishment other than a residential
dwelling apartment complex condominium complex or trailer park and shall be and shall
include but not be limited to all retail professional wholesale and industrial facilities
manufacturing facilities non-profit enterprises governmentalpublic agencies and any other
commercial enterprises offering goods or services to the public
Commercial Waste means any Acceptable Waste generated at a Commercial Business
Establishment
Construction and Demolition Debris means discarded materials generally considered to be
not water-soluble and nonhazardous in nature including but not limited to steel glass brick
concrete asphalt roofing material pipe gypsum wallboard and lumber from the construction or
destruction of a structure as paii of a construction or demolition project or from the renovation of
a structure and including rocks soils tree remains trmiddotees and other vegetative matter that
nmmally results from land clearing or land development operations for a construction project
including such debris from construction of structures at a site remote from the construction or
demolition project site Mixing of Construction and Demolition Debris with other types of Solid
Waste will cause it to be classified as other than Construction and Demolition Debris The term
also includes
(a) Clean cardboard paper plastic wood and metal scraps from a construction project
Okaloosa County Transfer Contract_Final Page7 of52
(b) Except as provided ins 403707(9)(j) Florida Statutes unpainted nontreated wood
scraps from facilities manufacturing materials used for construction of structures or
their components and unpainted nontreated wood pallets provided the wood scraps
and pallets are separated from other Solid Waste where generated and the generator
of such wood scraps or pallets implements reasonable practices of the generating
industry to minimize the commingling of wood scraps or pallets with other Solid
Waste and
(c) De minimus amounts of other nonhazardous wastes that are generated at
construction or destruction projects provided such amounts are consistent with best
management practices of the industry
Contract Year means the time from the Commencement Date through March 31 2012 and
each calendar year thereafter
Costs shall mean the costs of labor materials supplies major rental equipment and tools
other direct costs and allocable indirect costs such as fringe benefits general and administrative
expenses and indirect labor costs
COUNTY shall mean Okaloosa County Florida acting by and tlnmiddotough its Board of County
Commissioners
CPI as used herein shall be the revised Consumer Price Index for All Urban Consumers South
Urban for all items not seasonally adjusted published by the Bureau of Labor Statistics US
Department of Labor 1984-82 = 100 In the event the US Department of Labor Bureau of
Labor Statistics ceases to publish the CPI the parties hereby agree to substitute another equally
authoritative measure of change in the purchasing power of the US dollar as may be then
available
Day shall mean one calendar day when used in this Agreement
Effective Date means the date this Agreement becomes effective when executed by the
parties or when the Board adopts the Ordinance establishing the rates specified herein
whichever later occurs
Okaloosa County Transfer Contract_Final Page 8 of52
Electronics means computers monitors keyboards nnce termmals printers modems
scanners cell phones televisions and copiers and other electronic equipment as directed by the
COUNTY
Franchise Area means the specifically described geographic areas exclusively assigned to a
franchisee for the purpose of residential Solid Waste Yard Trash and Bulk Waste Collection
and if applicable Recyclable Material Collection pursuant to the COUNTYs Residential Solid
Waste and Recycling Collection Franchise Agreement
Fuel Index as used herein shall be the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low
Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) published by the US
Department of Energy Energy Information Administration In the event the US Department of
Energy Energy Information Administration ceases to publish the fuel prices the parties hereby
agree to substitute another equally authoritative measure of change in the purchasing power of
the US dollar as may be then available
Hazardous Waste means Solid Waste or a combination of Solid Wastes (even though it may
be part of delivered load of waste) which because of its quantity concentration or physical
chemical or infectious characteristics may cause or significantly contribute to an increase in
mortality or an increase in serious irreversible or incapacitating reversible illness or may pose a
substantial present or potential hazard to human health or environment when improperly
transported disposed of stored treated or otherwise managed Hazardous Waste shall include
all such waste as defined by the Rules of the Florida Department of Environmental Protection
Chapter 62-730 FAC or 40 Code ofFederal Regulations 261 or both as either or both may be
amended from time to time and to the extent either or both is applicable to the disposal of waste
in Florida Hazardous Waste is not intended to include de minimus amounts of household
hazardous wastes as defined by FAC 62-701100
Household Furniture means all movable compactable articles or apparatus such as chairs
tables sofas mattresses etc for equipping a house
Okaloosa County Transfer Contract_Final Page9 of52
Incorporated Municipalities means those duly Incorporated Municipalities in Okaloosa
County consisting of Cinco Bayou Crestview Destin Fort Walton Beach Laurel Hill Mary
Esther Niceville Shalimar and Valpariso
Independent Third Party means a qualified party mutually acceptable to both the COUNTY
and the CONTRACTOR
Infectious Waste means those wastes which may cause disease or may reasonably be
suspected of harboring pathogenic organisms Included are wastes resulting from the operation
of medical clinics hospitals and other facilities producing wastes which may consist of but are
not limited to diseased human and animal parts contaminated bandages pathological
specimens hypodermic needles contaminated clothing and surgical gloves
Merchant Waste means Acceptable Waste that was collected from locations outside the
COUNTY jurisdictional boundaries Merchant Waste does not include Co=ercial Waste
generated within unincorporated areas of the COUNTY or within Incorporated Municipalities
Recyclable Materials means those materials which are capable of being recycled and which
would otherwise be processed or disposed of as Solid Waste Recyclable Materials shall include
newspapers (including inse1ts ) conugated cardboard mixed paper (including brown paper bags
magazines phonebooks junk mail white and colored paper shredded paper in a bag and
paperboard) aluminum plastic containers and bottles marked with SPI codes 1-7 glass bottles
and jars tin and ferrous cans polycoated containers and other Solid Waste materials added upon
Agreement between the COUNTY and the CONTRACTOR when such materials have been
either dive1ted from the remaining Solid Waste stream or removed prior to their entry into the
remaining Solid Waste stream
Recycling Facility means the facility located adjacent to the Fort Walton Beach Transfer
Station at which Recyclable Materials are delivered for processing andor transport
Required Turn Back Condition means reasonable wear and tear co=ensurate with the time
of use and considering the CONTRACTORs responsibilities for maintenance repair and
replacement
Okaloosa County Transfer Contract_Final Page 10 of52
Solid Waste means garbage rubbish refuse trash clean debris or other similar discarded
material resulting from domestic industrial commercial mining agricultural or governmental
operations It excludes Yard Trash Bulk Waste Recyclable Materials and Special Waste
Special Waste means wastes that can require special handling and management but are not
considered Bulk Waste that are not accepted at a landfill or other disposal facility or that are
accepted at a landfill or other disposal facility at higher rates than are charged for refuse
including but not limited to wastes outlined in Exhibit A
Subcontractor shall mean a person firm or corporation other than employees of
CONTRACTOR who or which contracts with CONTRACTOR to furnish or actually furnishes
labor materials andor equipment for the Facility
Ton means a sh01i ton 2000 pounds (9078 metric tons)
Transfer Stations means the facilities currently located at 630 Martin Luther King Jr Blvd
(Fort Walton Transfer Station) and at the Baker Landfill (Baker Transfer Station) in Okaloosa
County capable of receiving Acceptable Waste for further transfer to a disposal facility for
ultimate disposition
Unacceptable Waste shall mean wastes that are not accepted for Class I disposal These
materials include Infectious Waste and Hazardous Wastes as defined above those wastes
excluded from the definition of Acceptable Wastes and materials exhibiting the following
characteristics
(a) Hazardous placards or markings
(b) Liquids
( c) Powders or dusts
(d) Drums or commercial size containers
( e) Chemical odors
Other unacceptable materials include
(a) Asbestos containing wastes
(b) Ash
Okaloosa County Transfer Contract_Final Page 11 of52
( c) Fluorescent light bulbs
( d) Mercury containing devices
(e) Whole tires
(f) Liquid Wastes
White Goods means discarded washers dryers refrigerators ranges microwave ovens water
heaters freezers small air conditioning units and other similar domestic large appliances
Yard Trash means vegetative matter resulting from landscaping maintenance including
accumulation of lawn grass shrubbery cuttings or clippings and dry leaf rakings palm fronds
small tree branches bushes or shrubs green leaf cuttings fruits or other matter usually created
as refuse in the care of lawns and yards Yard Trash does not include treated wood or any form
of matter or debris resulting from tree removal land clearing land development building
demolition home improvement or waste generated by tree surgeons
ARTICLE 2 CONTRACT PURPOSE AND TERM
21 PURPOSE
The pmpose of this Agreement is to establish the terms and conditions under which
CONTRACTOR shall manage operate and maintain the Transfer Stations
22 EFFECTIVE DATE AND COMMENCEMENT DATE
This Agreement shall become effective when executed by the paities or when the Board
adopts the Ordinance establishing the rates specified herein whichever later occurs The
Commencement Date of service shall be the first Day of the month following the
Effective Date of this Agreement
Okaloosa County Transfer Contract_Final Page 12 of52
23 TERM
The term of this Agreement shall commence on the Effective Date and end on March 31
2016 The term of this Agreement may be renewed for one (1) additional term of five (5)
years commencing at the end of the initial te1m by mutual agreement of the parties
ARTICLE 3 COUNTY RESPONSIBILITIES
31 DELIVERY OF ACCEPTABLE WASTE
The COUNTY or others authorized by the COUNTY shall deliver Acceptable Waste to
the Transfer Stations and Recyclable Materials to the Recycling Facility
32 MANNER OF DELIVERIES
The COUNTY shall grant to CONTRACTOR reasonable authority to deny admission to
the Transfer Stations of any vehicle carrying refuse which may leak spill or allow waste
to be blown or scattered about the Transfer Stations before unloading at the site
33 COOPERATION
COUNTY shall cooperate with CONTRACTOR in CONTRACTORs efforts to obtain
and renew all required permits licenses and approvals shall not appear as an objector in
any proceeding to consider the granting or renewal of such permits licenses or approvals
and shall promptly and reasonably consider any applications by CONTRACTOR
ARTICLE 4 CONTRACTOR RESPONSIBILITIES
41 OWNERSHIP AND TRANSFER OF OWNERSHIP
411 Throughout the full term of this Agreement the CONTRACTOR shall retain
ownership of the Transfer Stations and Recycling Facility At the conclusion of
the full term of the Agreement or in the event of CONTRACTOR default and
Okaloosa County Transfer Contract_Final Page 13 of52
termination by the COUNTY the Baker Transfer Station and all real property at
the Fort Walton Beach Transfer Station and Recycling Facility will be wholly
owned by the COUNTY and CONTRACTOR shall convey in Required Tum
Back Condition good and marketable title to the same to the COUNTY free and
clear of all liens or other encumbrances For the purposes of this Agreement real
property means the Fort Walton Beach Transfer Station and Recycling Facility
property as defined by the warranty deeds in Exhibit B and all physical buildings
and structures thereon including all equipment and fixtures with the exception of
rolling stock
412 In order to establish the Required Turn Back Condition of all real property at the
Transfer Stations and Recycling Facility and the need for repairs or replacements
if any the COUNTY and the CONTRACTOR shall conduct a joint inspection(s)
of the Facilities sites and buildings to include the utilities no later than thirty
(30) Days after the Effective Date of this Agreement The COUNTY and the
CONTRACTOR shall develop a list of any necessary repairs or replacements that
the CONTRACTOR is responsible for paying for andor performing such repairs
or replacements and establish a schedule for completing such work The
condition of the Facilities sites and buildings following completion of such
repairs and replacements shall be the Required Tum Back Condition allowing for
normal wear and tear commensurate with the time of use and considering the
CONTRACTORs responsibilities for maintenance repair and replacement
413 The CONTRACTOR shall maintain and convey at the conclusion of the full term
of this Agreement all real property at the Transfer Stations and Recycling Facility
to the COUNTY in Required Turn Back Condition The COUNTY shall notify
the CONTRACTOR of any deficiencies in the Required Tum Back Condition
and CONTRACTOR shall remedy such deficiencies
42 CAPITAL IMPROVEMENTS
The CONTRACTOR shall be solely responsible for the cost of all capital improvements
to the Transfer Stations and Recycling Facility
Okaloosa County Transfer Contract_Final Page 14 of 52
43 PERMITTING AND COMPLIANCE
The CONTRACTOR shall be responsible for obtaining and maintaining permits
approvals and licenses as are requrred for the operation of the Transfer Stations and
Recycling Facility CONTRACTOR shall operate the facilities in compliance with all
requirements of Federal State and local laws rules ordinances and regulations
applicable to the management of such facilities and as contained in the permits issued
relative to the facilities CONTRACTOR and the COUNTY agree to cooperate fully with
one another within reason in all efforts undertaken pursuant to this paragraph The
CONTRACTOR shall be responsible at its sole cost for the payment of all fines
penalties and citations that the CONTRACTOR may incur
44 ACCEPTANCE OF WASTE
In accordance with applicable operational protocol established by the CONTRACTOR
and with the approval of the COUNTY CONTRACTOR shall provide operate and
maintain facilities for the receipt of Acceptable Waste brought to the Transfer Stations
441 Acceptable Waste The CONTRACTOR shall process Acceptable Waste received
at the Transfer Stations in accordance with applicable Federal State and local
regulations and in a manner which would not be likely to pose a threat to public
health and safety
442 Special Waste CONTRACTOR shall implement a program to identify and
manage Special Waste Any testing or additional charges for the receipt handling
and disposal of Special Waste shall be as agreed between the CONTRACTOR
and the generator or transpmier of the Special Waste
443 Unacceptable Waste The CONTRACTOR shall exercise its best efforts to avoid
the acceptance of Unacceptable Waste at the Transfer Stations The
CONTRACTOR shall process Unacceptable Waste received at the Transfer
Stations in accordance with applicable Federal State and local laws rules
ordinances and regulations and in a manner which would not be likely to pose a
threat to public health and safety The CONTRACTOR shall indemnify the
Okaloosa County Transfer Contract_Final Page 15 of 52
COUNTY for any liability claim or damages imposed as a consequence of
CONTRACTORs failure to process such material in accordance with applicable
Federal State or local regulations Any testing required or additional charges
imposed for the receipt handling and disposal of Special Waste shall be as agreed
between the CONTRACTOR and the generator or transporter of the Unacceptable
Waste
45 OPERATING REQUIREMENTS
451 The CONTRACTOR will provide at CONTRACTORs expense all the utilities
used in operating the Transfer Stations and Recycling Facility At the Baker
Transfer Station the CONTRACTOR shall pre-treat leachate to a pH between 60
and 85 The COUNTY shall transport the treated leachate for further treatment
and disposal
452 The CONTRACTOR shall be responsible for the maintenance and repair of all
real property at the Transfer Stations and Recycling Facility in accordance with
industry and operational standards It shall also be the CONTRACTORs
responsibility to replace all or part of the property fixtures machinery
improvements and equipment as required to maintain the operation and
performance of the Transfer Stations and Recycling Facility including facility
expansion necessary to accommodate increased throughput The CONTRACTOR
shall maintain and or replace as appropriate all rolling stock utilized by the
CONTRACTOR in performance of this Agreement
453 The CONTRACTOR shall specifically establish a procedure for monitoring the
wear on the waste receiving floors and shall establish a repair procedure before
the wear has progressed to the point that further wear could jeopardize the
renewal of the floor surface or involve replacement of the steel reinforcement in
the floor The floor shall be resurfaced by the CONTRACTOR at least once
during the te1m ofthis Agreement
Okaloosa County Transfer Contract_Final Page 16 of 52
454 The CONTRACTOR shall remove Solid Waste from the transfer station tipping
floors in accordance with its operating permits
455 The CONTRACTOR shall operate the facilities to allow for a turnaround time of
not greater than twenty (20) minutes for vehicles delivering waste or Recyclable
Materials
456 The Transfer Stations and Recycling Facility will be maintained in a neat clean
and attractive manner consistent with its function and present a positive public
appearance
457 The CONTRACTOR shall control litter at the Transfer Stations and Recycling
Facility sites Adequate litter control is defined as minimizing litter leaving the
site and the collection of off-site and on-site litter at the end of eve1y business
day
458 The CONTRACTOR shall separate tires White Goods and Electronics delivered
to the Transfer Stations from other waste and place them in separate containers as
provided by the COUNTY
46 HOURS AND DAYS OF OPERATION
The Transfer Stations and Recycling Facility will be open to the public from 600 am
until 500 pm Monday through Friday and 600 am until 1200 noon Saturday The
COUNTY reserves the right to alter the operating hours of the facilities The
FRANCillSEE and COUNTY agree to negotiate a reasonable rate adjustment if such
change in operating hours affects operating costs
47 HOLIDAYS
The CONTRACTOR will close the Transfer Stations and Recycling Facility on the
following holidays New Years Day Thanksgiving and Clumiddotistmas
Okaloosa County Transfer Contract_Final Page 17 of 52
48 COUNTY ACCESS
The CONTRACTOR shall afford reasonable access at any reasonable time to the
Transfer Stations and Recycling Facility by the COUNTY its authorized agents or public
authorities having regulatory jurisdiction over the facilities Such visits shall be
conducted in a manner so as to cause minimum interference with the performance of
CONTRACTOR s responsibilities hereunder All persons conducting such visits shall
provide appropriate identification and shall comply with CONTRACTORs established
safety rules and regulations
49 TRANSPORTATION OF ACCEPTABLE WASTE
The CONTRACTOR shall be responsible for all transportation of Acceptable Waste
except White Goods and tires once it has been accepted for disposal at the Transfer
Stations The CONTRACTOR shall transport Electronics to the COUNTY facility
designated by Authorized Representative The CONTRACTOR may transpmt
Constmction and Demolition Debris to a permitted facility of its choosing The
CONTRACTOR shall transpmt all other Acceptable Waste to the Spring Hill Regional
Landfill and shall have the duty to ensure that the transportation will be performed in
accordance with applicable regulations and will be prompt safe and efficient Upon
approval by the Authorized Representative the CONTRACTOR may transpmt
Acceptable Waste to a different permitted facility If such facility is closer to Okaloosa
County than the Spring Hill Regional Landfill the CONTRACTOR and COUNTY shall
negotiate a co=ensurate rate adjustment
410 PROCESSING OF RECYCLABLE MATERIALS
The CONTRACTOR shall be responsible for all transportation and processmg of
Recyclable Materials accepted at the Recycling Facility
411 RECORDKEEPING AND REPORTING
4111 The CONTRACTOR records required herein shall be maintained in electronic
database format utilizing Microsoft software or in a format approved by the
Okaloosa County Transfer Contract_Final Page 18 of 52
Authorized Representative The databases shall be readily available for inspection
by the COUNTY at any time during normal operating hours and information in
the records shall be shared with the COUNTY upon request
4112 The CONTRACTOR shall weigh and record all inbound and outbound vehicles
carrying materials including transfer trucks at the Fort Walton Beach Transfer
Station and Recycling Facility Each vehicle delivering waste or Recyclable
Materials shall be properly identified and authorized in a manner satisfactory to
the COUNTY and CONTRACTOR Weights of all waste and Recyclable
Materials shall be recorded in the COUNTYs WasteWorks system
4113 The weight of Acceptable Waste and Recyclable Materials shall be determined
using the weigh scales at the facility The CONTRACTOR shall at regular
intervals test the accuracy of the weigh scales such testing shall occur at least
once every ninety (90) Days The test records for the term of this Agreement shall
be kept on file in the scale house at the facility
4114 The CONTRACTOR shall maintain the original weight records that identify the
vehicles the time of weighing( s) and the tare weights of the vehicles for a period
of five (5) years after which CONTRACTOR may dispose of such records The
CONTRACTORs records so developed will be used as a basis for calculating
quantities of waste and Recyclable Materials and shall be subject to review
including spot checking by the COUNTY at its discretion on site or made
available to the COUNTY at such times as it may reasonably request Required
records in this category include but are not limited to itemized statements of the
amount of Acceptable Waste delivered to the Transfer Stations as further defmed
in Article 4
4115 The COUNTY shall be entitled to have its designated representatives at the
Transfer Stations and Recycling Facility at all times and CONTRACTOR shall
designate a suitable site for an office if required by COUNTY The COUNTY
shall further have the right to station its employees at all weigh scales to verify the
Okaloosa County Transfer Contract_Final Page 19 of52
correctness of the weight records and the CONTRACTOR shall provide
reasonable space for said employees
4116 The CONTRACTOR shall provide the Authorized Representative with its internal
tonnage report which shall include all waste delivered to the Transfer Stations
and all Recyclable Materials delivered to the Recycling Facility Tonnage shall
be broken down by material type and source of generationdelivery with all waste
and Recyclable Materials collected within the COUNTYs Franchise Area clearly
noted For Recyclable Materials collected within the COUNTYs Franchise Area
the CONTRACTOR shall provide an estimate of the breakdown of such material
by commodity Such report shall be submitted in electronic format within seven
(7) Days after the end of each month
412 TRANSITION
4121 The CONTRACTOR shall cooperate with the COUNTY or its designated
contractor during any transition period at the end of this Agreement Such
cooperation includes but is not limited to allowing site visits of the facilities by
the COUNTY or its contractor with advance notice and ensuring all facilities are
in Required Tum Back Condition pursuant to Paragraph 41
4122 The CONTRACTOR shall transfer all active facility permits for the Transfer
Stations and Recycling Facility to the COUNTY or its designated contractor as
requested by the COUNTY in a timely manner so as to avoid any disruption of
service
ARTICLES CONTRACTORS COMPENSATION
51 BASE RATE
The combined total rate for Acceptable Waste handling transportation and disposal paid
to the CONTRACTOR by the COUNTY shall be $3677 per Ton ofrep011ed and verified
waste receipts with the exception of Recyclable Materials Special Waste or
Okaloosa County Transfer Contract_Final Page20 of52
Construction and Demolition Debris managed at the facilities This rate shall take effect
on the Commencement Date of this Agreement and shall continue without adjustment
through September 30 2011
52 RATE ADJUSTMENTS
On October I 2011 and October 1 of each subsequent Contract Year of this Agreement
the CONTRACTORs base rate as provided in Paragraph 51 shall be adjusted
accmding to the following methodology as further explained in Exhibit C seventy
percent (70) of the rate shall be adjusted based on seventy-five percent (75) of the
percentage change in the CPI for the twelve (12) months ending on the preceding June
30ili and thirty percent (30) of the rate shall be adjusted based on the percent change in
the US Department of Energy Fuel Index for the previous twelve (12) months ending on
the preceding June 30ili The total rate adjustment each year may not exceed two percent
(2) of the previous years rates
53 BILLING AND PAYMENT OF CONTRACTORS FEES
531 CONTRACTOR shall keep records of all Acceptable Waste received at the
Transfer Stations as described herein
532 CONTRACTOR shall invoice the COUNTY monthly for the handling
transportation and disposal fees as set forth herein for Acceptable Waste
received at the Transfer Stations This invoice must include detailed information
regarding waste receipts including Solid Waste Bulk Waste Special Waste
Recyclable Material Unacceptable Waste and Merchant Waste in a format
approved by the Authorized Representative Only waste receipts reported using
this format and verified by the COUNTY will be paid COUNTY shall pay such
invoices within thirty (30) Days from the date of invoice or request additional
info1mation if adequate information is not provided
Okaloosa County Transfer Contract_Final Page 21 of52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS
COUNTY shall be responsible for the setting and collection of charges associated with all waste
receipts except as provided herein
61 ACCEPTABLE WASTE
The rates charged for Acceptable Waste will be as established by COUNTY Ordinance
No 00-08 and any amendments thereto If a waste load is too small to be accurately
weighed by the Transfer Stations weigh scales a flat rate shall be charged to the
customer per vehicle as established by COUNTY Ordinance No 00-08 and any
amendments thereto
62 SPECIAL WASTE
CONTRACTOR shall be responsible for setting rates associated with Special Waste
63 CONSTRUCTION AND DEMOLITION DEBRIS
CONTRACTOR shall use its best efforts to deliver a mmnnum of 1000 Tons of
Construction and Demolition Debris (CampD) per month to the Transfer Stations
collectively The COUNTY shall charge the CONTRACTOR a Ten Dollar ($1000) per
Ton host fee for all CampD material delivered to the Transfer Stations This CampD material
shall not be subject to any additional charges or Costs including tipping fees by the
COUNTY to the CONTRACTOR
64 RECYCLABLE MATERIALS
Recyclable Materials delivered by or on behalf of the COUNTY Incorporated
Municipalities or by private citizens directly or collected by the CONTRACTOR from
Commercial Business Establishments in the COUNTY will be accepted at no charge
The CONTRACTOR may negotiate Recyclable Materials processing fees with other
entities delivering such materials to the Recycling Facility
Okaloosa County Transfer Contract_ Final Page22 of52
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS
71 COUNTY RECYCLABLE MATERIALS
The CONTRACTOR shall pay the COUNTY revenue for each Ton of Recyclable
Materials delivered by or on behalf of the COUNTY to the Recycling Facility as follows
711 Each month the CONTRACTOR shall calculate the Average Market Value
(AMV) of Recyclable Materials defined as the sum of commodity prices (US
Dollar per Ton) posted on the first week of the month for the Southeast USA in
SecondaryMaterialsPricingcom and SecondaryFiberPricingcom multiplied by
the composition of the Recyclable Materials as defmed in Table 1 Exhibit D
provides an example ofthis calculation
Table 1
Composition ofRecyclable Materials and Market Indexes for Determining AMV
lVIaterial Index Description Percentale Newspaper (ONP) PSI 8 Baled FOB sellers dock 5260 Corrugated Cardboard (OCC) PSI 11 Baled FOB sellers dock 1130 Mixed Paper PSI 1 Baled FOB sellers dock 460 Aseptic Containers NIA 000 Aluminum Cans Aluminum Cans Sorted and Baled Delivered 170 Steel Cans Steel Cans Sorted and Baled Delivered 230 PET PET Baled Picked Up 460 HDPE (Natural) Natural HDPE Baled Picked Uo 090 HDPE (Colored) Colored HDPE Baled Picked Up 180 Clear Glass Flint Delivered 830 Green Glass Green Delivered 450 Brown Glass Amber Delivered 490 Contamination NIA 250
712 Each month the CONTRACTOR shall pay revenue to the COUNTY based on
the AMV equal to the total Tons of Recyclable Materials delivered by or on
behalf of the COUNTY multiplied by the revenue payment in Table 2 The
revenue payment in Column A will be in effect through March 31 2013 and that
in Column B will be in effect after that date If a Mate1ials Recovery Facility
Okaloosa County Transfer Contract_Final Page23 of52
(MRF) is developed by the CONTRACTOR within a 200 mile radius of the
COUNTY prior to March 31 2013 the revenue payment in Column B will go
into effect when such MRF becomes operational
Table 2
Per Ton Revenue Payment to COUNTY Based on AMV
Avera2e Market Value COLUMN A COLUMNB
Low Hi2h
Revenue Payment to COUNTY ($Ton)
until March 31 2013
Revenue Payment to COUNTY($Ton)
after March 31 2013 lt$8001 $9000 $2000 $2000
$9001 $10000 $2000 $2500
$10001 $11000 $2000 $3000 $11001 $12000 $2000 $3500
$12001 $13000 $2500 $4000
$13001 $14000 $3000 $4500 $14001 $15000 $3500 $5000 $15001 $16000 $4000 $5500 $16001 $17000 $4500 $6000
$17001 $18000 $5000 $6500 $18001 $19000 $5500 $7000 $19001 $20000 $6000 $7500
$20001 $21000 $6500 $8000 $21001 $22000 $7000 $8500
$22001 gt$23000 $7500 $9000
713 No later than the fifteenth (15th) Day of each month the CONTRACTOR shall
submit a Monthly Payment Report in a format approved by the Authorized
Representative for the previous calendar month detailing the calculation of each
revenue payment and the total revenue payment due to the COUNTY Said
revenue payment shall be remitted to the COUNTY within thirty (30) Days from
the end of the month for which the payment is being made
714 The CONTRACTOR may request a study to measure the composition of
Recyclable Materials utilized to calculate the AMV pursuant to Paragraph 7 1
Okaloosa County Transfer Contract_Final Page 24 of52
Table I of this Agreement such request being subject to approval by the
COUNTY If approved by the COUNTY the CONTRACTOR and COUNTY
shall jointly develop a methodology and cost estimate to conduct the composition
study The final methodology and selection of the Independent Third Party to
conduct the study must be approved by the Authorized Representative The
parties shall share equally in paying for the cost of the study Study results are
subject to final approval by the Authorized Representative Once approved
adjustments to the composition of Recyclable Materials shall become effective for
the following month and remainder of the term of the Agreement or until further
adjusted in accordance with this article
72 OTHER RECYCLABLE MATERIALS
The CONTRACTOR will remit $20 per Ton of Recyclable Material received at the
Recycling Facility that is not subject to Paragraph 71 with the exception of Recyclable
Materials not generated in Okaloosa County
ARTICLE 8 PERFORMANCE BOND
The CONTRACTOR shall furnish to the COUNTY a performance bond issued by a surety
licensed to do business in the State of Florida for the faithful performance of the Agreement and
all obligations arising hereunder The performance bond shall be made payable in favor of
Okaloosa County Florida or in lieu thereof pay to the COUNTY the sum of $200000000 A
complete bond shall be issued at least thirty (30) Days prior to the Commencement Date of this
Agreement
ARTICLE 9 LIQUIDATED DAMAGES
If the CONTRACTOR does not substantially fulfill its obligations under this Agreement the
COUNTY shall provide written notice to the CONTRACTOR of specific areas of deficiency
Examples of such deficiencies include but are not limited to the following
Okaloosa County Transfer Contract_Final Page 25 of 52
(a) Violation of environmental laws
(b) Inadequate litter control at the Transfer Stations andor the Recycling Facility Adequate
litter control is defined as minimizing litter leaving the site and the collection of off-site
and on-site litter at the end of every business day
(c) Failure to remove Solid Waste from the transfer station tipping floor in accordance with
FRANCHISEEs operating permits
(d) Other conditions created by the CONTRACTOR that could impact public health and
safety and
(e) Poor maintenance of the Transfer Stations and Recycling Facility and equipment
resulting in a poor public image of the facilities
The CONTRACTOR shall initiate reasonable steps to correct these deficiencies within seventyshy
two (72) hours of written notice If the CONTRACTOR does not initiate reasonable steps within
seventy-two (72) hours the COUNTY may at its discretion impose liquidated damages of $500
per Day until deficiencies are satisfactorily con-ected as determined by the COUNTY If the
CONTRACTOR has not con-ected these deficiencies within thirty (30) Days of receipt of written
notice the CONTRACTOR will be considered in default of the Agreement and the COUNTY
may terminate this Agreement and recover damages in the full amount of the performance bond
The COUNTY may assess liquidated damages pursuant to this Aliicle on a monthly basis and
shall at the end of each month notify the CONTRACTOR in writing of the liquidated damages
assessed and the basis for each assessment In the event the CONTRACTOR wishes to contest
such assessment(s) the CONTRACTOR shall within five (5) Days after receiving such notice
request in writing an opportunity to be heaimiddotd by the Board and present its defense to such
assessment(s)
The COUNTYs Authorized Representative shall notify the CONTRACTOR in writing of any
action taken with respect to CONTRACTORs claims and the decision of the Board will be final
Okaloosa County Transfer Contract_Final Page 26 of 52
ARTICLE 10 DEFAULT AND TERMINATION
The COUNTY may terminate this Agreement except as otherwise provided below in this
paragraph by giving CONTRACTOR fifteen (15) Days advance written notice upon the
happening of any one of the following events
(a) The CONTRACTOR fails to remedy deficiencies as noted in Article 9 within
thirty (30) Days of receipt ofwritten notice by the COUNTY
(b) The CONTRACTOR takes the benefit of any present or future insolvency statute
or shall make a general assigmnent for the benefit of creditors or file a voluntary
petition in bankruptcy or a petition or answer seeking readjustment of its
indebtedness under the Federal United States or any state thereof or consent to
the appointment or a receiver trustee or liquidator of all or substantially all of its
property or
(c) By order or decree of a court the CONTRACTOR shall be adjudged bankrupt or
an order shall be made approving a petition filed by any of its creditors or by any
of the Stockholders of the CONTRACTOR seeking its reorganization or the
readjustment of its indebtedness under federal bankrnptcy laws or under any law
of statute of the United States or of any state thereof provided that if any such
judgment is stayed or vacated within sixty ( 60) Days after the entry thereof any
notice of cancellation shall be and become null void and of no effect or
(d) By or pursuant to or under authority of any legislative act resolution or rule or
any order or decree of any cornt or government board agency or office having
jurisdiction a receiver trustee or liquidator shall take possession or control of all
or substantially all of the property of the CONTRACTOR and such possession of
control shall continue in effect for a period of sixty ( 60) Days or
(e) The CONTRACTOR shall voluntarily abandon desert or discontinue its
operation hereunder granted
Okaloosa County Transfer Contract_Final Page 27 of52
Then such shall be considered a material breach of this Agreement and the Authorized
Representative shall notify the CONTRACTOR in writing of the breach If within a period of
fifteen (15) Days the CONTRACTOR has not eliminated the conditions considered to be a
breach of contract or having so co=enced shall fail thereafter to continue with diligence the
cming thereof the Authorized Representative shall notify the Board
After these fifteen (15) Days the COUNTY can cause the CONTRACTOR to be obligated to pay
the COUNTY the amount specified in the bond and has the authority to terminate this
Agreement
ARTICLE 11 INSURANCE
111 CONTRACTORS INSURANCE
1111 The CONTRACTOR shall not co=ence any work in connection with this
Agreement until he has obtained all required insurance and such insurance has
been approved by the Okaloosa County Risk Management Director
1112 All insurance policies shall be with insurers licensed to do business in the State of
Florida and any insuring company is required to have a rnininimn rating of A
Class X in the Best Key Rating Guide published A M Best amp Co Inc
1113 All insurance shall include the interest of all entities names in and its respective
agents consultants servants and employees of each and all other interests as may
be reasonably required by Okaloosa County as Additional Insured The coverage
afforded the Additional Insured under this policy shall be primary insurance If
the Additional Insured have other insurance that is applicable to the loss such
other insurance shall be on an excess or contingent basis The amount of the
companys liability under this policy shall not be reduced by the existence of such
other insurance
Okaloosa County Transfer Contract_Final Page 28 of 52
1114 The County of Okaloosa shall be listed as Additional Insured by policy
endorsement on all insurance contracts applicable to this Agreement except
Workers Compensation and Professional Liability
1115 The County of Okaloosa shall be furnished proof of coverage by certificates of
insurance (COI) and endorsements for every applicable insurance contract
required by this Agreement The COI s and policy endorsements must be
delivered to the Autho1ized Representative not less than ten (10) Days prior to the
commencement of any and all contractual agreements between the County of
Okaloosa and the CONTRACTOR
1116 The COUNTY shall retain the right to reject all insurance contracts that do not
meet the requirement of this Agreement Further the COUNTY reserves the right
to change these insurance requirements with 60-Day notice to the
CONTRACTOR
1117 The insurance definition of Insured or Additional Insured shall include
Subcontractors Sub-subcontractors and any associated or subsidiary companies
of the CONTRACTOR which are involved and which is a part of the contract
1118 The COUNTY reserves the right at any time to require the CONTRACTOR to
provide certified copies of any insurance policies to document the insurance
coverage specified in this Agreement
1119 The designation of CONTRACTOR shall include any associated or subsidiary
company which is involved and is a part of the contract and such if any
associated or subsidiary company involved in the project must be named in the
Workers Compensation coverage
111IOAll policies shall be written so that the COUNTY will be notified of cancellation
or restrictive amendments at least thirty (30) Days prior to the effective date of
such cancellation or amendment Such notice shall be given directly to the
Authorized Representative
Okaloosa County Transfer Contract_Final Page 29 of 52
112 WORKERS COMPENSATION INSURANCE
1121 The CONTRACTOR shall secure and maintain during the life of this agreement
Workers Compensation insurance for all of his employees employed for the
project or any site connected with the work including supervision administration
or management of this project and in case any work is sublet with the approval
of the County of Okaloosa the CONTRACTOR shall require the Subcontractor
similarly to provide Workers Compensation insurance for all employees
employed at the site of the project and such evidence of insurance shall be
furnished the County of Okaloosa not less than ten (10) Days prior to the
conunencement of any and all subcontractual agreements which have been
approved by the County of Okaloosa
1122 Such insurance shall comply with the Florida Workers Compensation Law
1123 No class of employee including the CONTRACTOR himself shall be excluded
from the Workers Compensation insurance coverage The Workers
Compensation insurance shall also include Employers Liability coverage
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE
1131 The CONTRACTOR shall maintain Business Automobile Liability insurance
coverage throughout the life of this Agreement The insurance shall include
Owned Non-owned amp Hired Motor Vehicle coverage
1132 The CONTRACTOR shall carry other Conunercial General Liability insurance
against all other Bodily Injury Property Damage and Personal and Advertising
Injury exposures The coverage shall include both On- and Off-Premises
Operations Contractual Liability Board Form Property Damage and
Professional Liability
1133 All liability insurance ( other than Professional Liability) shall be written on an
occurrence basis and shall not be written on a claim-made basis If the insurance
Okaloosa County Transfer Contract~Final Page 30 of 52
is issued with an aggregate limit of liability the aggregate limit of liability shall
apply only to the locations included in this Agreement If as the result of any
claims or other reasons the available limits of insurance reduce to less than those
stated in the Limits of Liability the CONTRACTOR shall notify the Authorized
Representative in writing The CONTRACTOR shall purchase additional liability
insurance to maintain the requirements established in this Agreement Umbrella
or Excess Liability insurance can be purchased to meet the Limits of Liability
specified in this Agreement
1134 Commercial General Liability coverage shall be endorsed to include the
following
Premises - Operation Liability
Occurrence Bodily Injmy and Property Damage Liability
Independent CONTRACTORs Liability
Completed Operations and Products Liability
1135 CONTRACTOR shall agree to keep in continuous force Commercial General
Liability coverage including Completed Operations and Products Liability for two
(2) years beyond acceptance ofproject
114 LIMITS OF LIABILITY
The insurance required shall be written for not less than the following or greater if
required by law and shall include Employers liability with limits as prescribed in this
contract
LIMIT
A Workers Compensation
(1) State Statut01y
(2) Employers Liability $1000000 each accident
B Business Automobile amp Commercial $1000000 each occurrence
General Liability Insurance (A combined single limit)
C Personal and Adve1tising Injury $250000
D Pollution Liability $10000000 each occurrence
Okaloosa County Transfer Contract_Final Page 31 of 52
115 NOTICE OF CLAIMS AND LITIGATION
The CONTRACTOR agrees to report any incident or claim that results from performance
of this Agreement The COUNTY representative shall receive written notice in the form
of a detailed written repmi describing the incident or claim within ten ( 10) Days of the
CONTRACTORs knowledge In the event such incident or claim involves injury andor
property damage to a third party verbal notification shall be given the same Day the
CONTRACTOR becomes aware of the incident or claim followed by a written detailed
report within ten (10) Days of verbal notification
116 INDEMNIFICATION AND HOLD HARMLESS
To the fullest extent permitted by law CONTRACTOR shall indemnify and hold
harmless COUNTY its officers and employees from liabilities damages losses and
Costs including but not limited to reasonable attorney fees to the extent caused by the
negligence recklessness or intentional wrongful conduct of the CONTRACTOR and
other persons employed or utilized by the CONTRACTOR in the performance of this
contract
117 CERTIFICATES OF INSURANCE
1171 Certificates of insurance in duplicate indicating the job site and evidencing all
required coverage must be submitted to and approved by Okaloosa County prior
to the commencement of any of the work The certificate holder(s) shall be as
follows
Okaloosa County
602-C No1ih Pearl Street
Crestview Florida 32536
1172 All policies shall expressly require thirty (30) Days written notice to Okaloosa
County at the address set out above or the cancellations of material alterations of
such policies and the Certificates of Insurance shall so provide
Okaloosa County Transfer Contract_Final Page32 of52
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
Board shall mean the Board of County Commissioners of Okaloosa County Florida which is
the governing body of the COUNTY
Bulk Waste shall mean any waste that requires additional management due to its bulk or
weight and shall include Household Furniture treated lumber Electronics bicycles push type
lawn mowers with all oil and gas drained automotive tires and White Goods Bulk Waste does
not include any form of matter or debris resulting from tree removal land clearing land
development or Special Waste as defmed herein
Commencement Date means the first day of the month following the Effective Date of this
Agreement
Commercial Business Establishment means any establishment other than a residential
dwelling apartment complex condominium complex or trailer park and shall be and shall
include but not be limited to all retail professional wholesale and industrial facilities
manufacturing facilities non-profit enterprises governmentalpublic agencies and any other
commercial enterprises offering goods or services to the public
Commercial Waste means any Acceptable Waste generated at a Commercial Business
Establishment
Construction and Demolition Debris means discarded materials generally considered to be
not water-soluble and nonhazardous in nature including but not limited to steel glass brick
concrete asphalt roofing material pipe gypsum wallboard and lumber from the construction or
destruction of a structure as paii of a construction or demolition project or from the renovation of
a structure and including rocks soils tree remains trmiddotees and other vegetative matter that
nmmally results from land clearing or land development operations for a construction project
including such debris from construction of structures at a site remote from the construction or
demolition project site Mixing of Construction and Demolition Debris with other types of Solid
Waste will cause it to be classified as other than Construction and Demolition Debris The term
also includes
(a) Clean cardboard paper plastic wood and metal scraps from a construction project
Okaloosa County Transfer Contract_Final Page7 of52
(b) Except as provided ins 403707(9)(j) Florida Statutes unpainted nontreated wood
scraps from facilities manufacturing materials used for construction of structures or
their components and unpainted nontreated wood pallets provided the wood scraps
and pallets are separated from other Solid Waste where generated and the generator
of such wood scraps or pallets implements reasonable practices of the generating
industry to minimize the commingling of wood scraps or pallets with other Solid
Waste and
(c) De minimus amounts of other nonhazardous wastes that are generated at
construction or destruction projects provided such amounts are consistent with best
management practices of the industry
Contract Year means the time from the Commencement Date through March 31 2012 and
each calendar year thereafter
Costs shall mean the costs of labor materials supplies major rental equipment and tools
other direct costs and allocable indirect costs such as fringe benefits general and administrative
expenses and indirect labor costs
COUNTY shall mean Okaloosa County Florida acting by and tlnmiddotough its Board of County
Commissioners
CPI as used herein shall be the revised Consumer Price Index for All Urban Consumers South
Urban for all items not seasonally adjusted published by the Bureau of Labor Statistics US
Department of Labor 1984-82 = 100 In the event the US Department of Labor Bureau of
Labor Statistics ceases to publish the CPI the parties hereby agree to substitute another equally
authoritative measure of change in the purchasing power of the US dollar as may be then
available
Day shall mean one calendar day when used in this Agreement
Effective Date means the date this Agreement becomes effective when executed by the
parties or when the Board adopts the Ordinance establishing the rates specified herein
whichever later occurs
Okaloosa County Transfer Contract_Final Page 8 of52
Electronics means computers monitors keyboards nnce termmals printers modems
scanners cell phones televisions and copiers and other electronic equipment as directed by the
COUNTY
Franchise Area means the specifically described geographic areas exclusively assigned to a
franchisee for the purpose of residential Solid Waste Yard Trash and Bulk Waste Collection
and if applicable Recyclable Material Collection pursuant to the COUNTYs Residential Solid
Waste and Recycling Collection Franchise Agreement
Fuel Index as used herein shall be the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low
Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) published by the US
Department of Energy Energy Information Administration In the event the US Department of
Energy Energy Information Administration ceases to publish the fuel prices the parties hereby
agree to substitute another equally authoritative measure of change in the purchasing power of
the US dollar as may be then available
Hazardous Waste means Solid Waste or a combination of Solid Wastes (even though it may
be part of delivered load of waste) which because of its quantity concentration or physical
chemical or infectious characteristics may cause or significantly contribute to an increase in
mortality or an increase in serious irreversible or incapacitating reversible illness or may pose a
substantial present or potential hazard to human health or environment when improperly
transported disposed of stored treated or otherwise managed Hazardous Waste shall include
all such waste as defined by the Rules of the Florida Department of Environmental Protection
Chapter 62-730 FAC or 40 Code ofFederal Regulations 261 or both as either or both may be
amended from time to time and to the extent either or both is applicable to the disposal of waste
in Florida Hazardous Waste is not intended to include de minimus amounts of household
hazardous wastes as defined by FAC 62-701100
Household Furniture means all movable compactable articles or apparatus such as chairs
tables sofas mattresses etc for equipping a house
Okaloosa County Transfer Contract_Final Page9 of52
Incorporated Municipalities means those duly Incorporated Municipalities in Okaloosa
County consisting of Cinco Bayou Crestview Destin Fort Walton Beach Laurel Hill Mary
Esther Niceville Shalimar and Valpariso
Independent Third Party means a qualified party mutually acceptable to both the COUNTY
and the CONTRACTOR
Infectious Waste means those wastes which may cause disease or may reasonably be
suspected of harboring pathogenic organisms Included are wastes resulting from the operation
of medical clinics hospitals and other facilities producing wastes which may consist of but are
not limited to diseased human and animal parts contaminated bandages pathological
specimens hypodermic needles contaminated clothing and surgical gloves
Merchant Waste means Acceptable Waste that was collected from locations outside the
COUNTY jurisdictional boundaries Merchant Waste does not include Co=ercial Waste
generated within unincorporated areas of the COUNTY or within Incorporated Municipalities
Recyclable Materials means those materials which are capable of being recycled and which
would otherwise be processed or disposed of as Solid Waste Recyclable Materials shall include
newspapers (including inse1ts ) conugated cardboard mixed paper (including brown paper bags
magazines phonebooks junk mail white and colored paper shredded paper in a bag and
paperboard) aluminum plastic containers and bottles marked with SPI codes 1-7 glass bottles
and jars tin and ferrous cans polycoated containers and other Solid Waste materials added upon
Agreement between the COUNTY and the CONTRACTOR when such materials have been
either dive1ted from the remaining Solid Waste stream or removed prior to their entry into the
remaining Solid Waste stream
Recycling Facility means the facility located adjacent to the Fort Walton Beach Transfer
Station at which Recyclable Materials are delivered for processing andor transport
Required Turn Back Condition means reasonable wear and tear co=ensurate with the time
of use and considering the CONTRACTORs responsibilities for maintenance repair and
replacement
Okaloosa County Transfer Contract_Final Page 10 of52
Solid Waste means garbage rubbish refuse trash clean debris or other similar discarded
material resulting from domestic industrial commercial mining agricultural or governmental
operations It excludes Yard Trash Bulk Waste Recyclable Materials and Special Waste
Special Waste means wastes that can require special handling and management but are not
considered Bulk Waste that are not accepted at a landfill or other disposal facility or that are
accepted at a landfill or other disposal facility at higher rates than are charged for refuse
including but not limited to wastes outlined in Exhibit A
Subcontractor shall mean a person firm or corporation other than employees of
CONTRACTOR who or which contracts with CONTRACTOR to furnish or actually furnishes
labor materials andor equipment for the Facility
Ton means a sh01i ton 2000 pounds (9078 metric tons)
Transfer Stations means the facilities currently located at 630 Martin Luther King Jr Blvd
(Fort Walton Transfer Station) and at the Baker Landfill (Baker Transfer Station) in Okaloosa
County capable of receiving Acceptable Waste for further transfer to a disposal facility for
ultimate disposition
Unacceptable Waste shall mean wastes that are not accepted for Class I disposal These
materials include Infectious Waste and Hazardous Wastes as defined above those wastes
excluded from the definition of Acceptable Wastes and materials exhibiting the following
characteristics
(a) Hazardous placards or markings
(b) Liquids
( c) Powders or dusts
(d) Drums or commercial size containers
( e) Chemical odors
Other unacceptable materials include
(a) Asbestos containing wastes
(b) Ash
Okaloosa County Transfer Contract_Final Page 11 of52
( c) Fluorescent light bulbs
( d) Mercury containing devices
(e) Whole tires
(f) Liquid Wastes
White Goods means discarded washers dryers refrigerators ranges microwave ovens water
heaters freezers small air conditioning units and other similar domestic large appliances
Yard Trash means vegetative matter resulting from landscaping maintenance including
accumulation of lawn grass shrubbery cuttings or clippings and dry leaf rakings palm fronds
small tree branches bushes or shrubs green leaf cuttings fruits or other matter usually created
as refuse in the care of lawns and yards Yard Trash does not include treated wood or any form
of matter or debris resulting from tree removal land clearing land development building
demolition home improvement or waste generated by tree surgeons
ARTICLE 2 CONTRACT PURPOSE AND TERM
21 PURPOSE
The pmpose of this Agreement is to establish the terms and conditions under which
CONTRACTOR shall manage operate and maintain the Transfer Stations
22 EFFECTIVE DATE AND COMMENCEMENT DATE
This Agreement shall become effective when executed by the paities or when the Board
adopts the Ordinance establishing the rates specified herein whichever later occurs The
Commencement Date of service shall be the first Day of the month following the
Effective Date of this Agreement
Okaloosa County Transfer Contract_Final Page 12 of52
23 TERM
The term of this Agreement shall commence on the Effective Date and end on March 31
2016 The term of this Agreement may be renewed for one (1) additional term of five (5)
years commencing at the end of the initial te1m by mutual agreement of the parties
ARTICLE 3 COUNTY RESPONSIBILITIES
31 DELIVERY OF ACCEPTABLE WASTE
The COUNTY or others authorized by the COUNTY shall deliver Acceptable Waste to
the Transfer Stations and Recyclable Materials to the Recycling Facility
32 MANNER OF DELIVERIES
The COUNTY shall grant to CONTRACTOR reasonable authority to deny admission to
the Transfer Stations of any vehicle carrying refuse which may leak spill or allow waste
to be blown or scattered about the Transfer Stations before unloading at the site
33 COOPERATION
COUNTY shall cooperate with CONTRACTOR in CONTRACTORs efforts to obtain
and renew all required permits licenses and approvals shall not appear as an objector in
any proceeding to consider the granting or renewal of such permits licenses or approvals
and shall promptly and reasonably consider any applications by CONTRACTOR
ARTICLE 4 CONTRACTOR RESPONSIBILITIES
41 OWNERSHIP AND TRANSFER OF OWNERSHIP
411 Throughout the full term of this Agreement the CONTRACTOR shall retain
ownership of the Transfer Stations and Recycling Facility At the conclusion of
the full term of the Agreement or in the event of CONTRACTOR default and
Okaloosa County Transfer Contract_Final Page 13 of52
termination by the COUNTY the Baker Transfer Station and all real property at
the Fort Walton Beach Transfer Station and Recycling Facility will be wholly
owned by the COUNTY and CONTRACTOR shall convey in Required Tum
Back Condition good and marketable title to the same to the COUNTY free and
clear of all liens or other encumbrances For the purposes of this Agreement real
property means the Fort Walton Beach Transfer Station and Recycling Facility
property as defined by the warranty deeds in Exhibit B and all physical buildings
and structures thereon including all equipment and fixtures with the exception of
rolling stock
412 In order to establish the Required Turn Back Condition of all real property at the
Transfer Stations and Recycling Facility and the need for repairs or replacements
if any the COUNTY and the CONTRACTOR shall conduct a joint inspection(s)
of the Facilities sites and buildings to include the utilities no later than thirty
(30) Days after the Effective Date of this Agreement The COUNTY and the
CONTRACTOR shall develop a list of any necessary repairs or replacements that
the CONTRACTOR is responsible for paying for andor performing such repairs
or replacements and establish a schedule for completing such work The
condition of the Facilities sites and buildings following completion of such
repairs and replacements shall be the Required Tum Back Condition allowing for
normal wear and tear commensurate with the time of use and considering the
CONTRACTORs responsibilities for maintenance repair and replacement
413 The CONTRACTOR shall maintain and convey at the conclusion of the full term
of this Agreement all real property at the Transfer Stations and Recycling Facility
to the COUNTY in Required Turn Back Condition The COUNTY shall notify
the CONTRACTOR of any deficiencies in the Required Tum Back Condition
and CONTRACTOR shall remedy such deficiencies
42 CAPITAL IMPROVEMENTS
The CONTRACTOR shall be solely responsible for the cost of all capital improvements
to the Transfer Stations and Recycling Facility
Okaloosa County Transfer Contract_Final Page 14 of 52
43 PERMITTING AND COMPLIANCE
The CONTRACTOR shall be responsible for obtaining and maintaining permits
approvals and licenses as are requrred for the operation of the Transfer Stations and
Recycling Facility CONTRACTOR shall operate the facilities in compliance with all
requirements of Federal State and local laws rules ordinances and regulations
applicable to the management of such facilities and as contained in the permits issued
relative to the facilities CONTRACTOR and the COUNTY agree to cooperate fully with
one another within reason in all efforts undertaken pursuant to this paragraph The
CONTRACTOR shall be responsible at its sole cost for the payment of all fines
penalties and citations that the CONTRACTOR may incur
44 ACCEPTANCE OF WASTE
In accordance with applicable operational protocol established by the CONTRACTOR
and with the approval of the COUNTY CONTRACTOR shall provide operate and
maintain facilities for the receipt of Acceptable Waste brought to the Transfer Stations
441 Acceptable Waste The CONTRACTOR shall process Acceptable Waste received
at the Transfer Stations in accordance with applicable Federal State and local
regulations and in a manner which would not be likely to pose a threat to public
health and safety
442 Special Waste CONTRACTOR shall implement a program to identify and
manage Special Waste Any testing or additional charges for the receipt handling
and disposal of Special Waste shall be as agreed between the CONTRACTOR
and the generator or transpmier of the Special Waste
443 Unacceptable Waste The CONTRACTOR shall exercise its best efforts to avoid
the acceptance of Unacceptable Waste at the Transfer Stations The
CONTRACTOR shall process Unacceptable Waste received at the Transfer
Stations in accordance with applicable Federal State and local laws rules
ordinances and regulations and in a manner which would not be likely to pose a
threat to public health and safety The CONTRACTOR shall indemnify the
Okaloosa County Transfer Contract_Final Page 15 of 52
COUNTY for any liability claim or damages imposed as a consequence of
CONTRACTORs failure to process such material in accordance with applicable
Federal State or local regulations Any testing required or additional charges
imposed for the receipt handling and disposal of Special Waste shall be as agreed
between the CONTRACTOR and the generator or transporter of the Unacceptable
Waste
45 OPERATING REQUIREMENTS
451 The CONTRACTOR will provide at CONTRACTORs expense all the utilities
used in operating the Transfer Stations and Recycling Facility At the Baker
Transfer Station the CONTRACTOR shall pre-treat leachate to a pH between 60
and 85 The COUNTY shall transport the treated leachate for further treatment
and disposal
452 The CONTRACTOR shall be responsible for the maintenance and repair of all
real property at the Transfer Stations and Recycling Facility in accordance with
industry and operational standards It shall also be the CONTRACTORs
responsibility to replace all or part of the property fixtures machinery
improvements and equipment as required to maintain the operation and
performance of the Transfer Stations and Recycling Facility including facility
expansion necessary to accommodate increased throughput The CONTRACTOR
shall maintain and or replace as appropriate all rolling stock utilized by the
CONTRACTOR in performance of this Agreement
453 The CONTRACTOR shall specifically establish a procedure for monitoring the
wear on the waste receiving floors and shall establish a repair procedure before
the wear has progressed to the point that further wear could jeopardize the
renewal of the floor surface or involve replacement of the steel reinforcement in
the floor The floor shall be resurfaced by the CONTRACTOR at least once
during the te1m ofthis Agreement
Okaloosa County Transfer Contract_Final Page 16 of 52
454 The CONTRACTOR shall remove Solid Waste from the transfer station tipping
floors in accordance with its operating permits
455 The CONTRACTOR shall operate the facilities to allow for a turnaround time of
not greater than twenty (20) minutes for vehicles delivering waste or Recyclable
Materials
456 The Transfer Stations and Recycling Facility will be maintained in a neat clean
and attractive manner consistent with its function and present a positive public
appearance
457 The CONTRACTOR shall control litter at the Transfer Stations and Recycling
Facility sites Adequate litter control is defined as minimizing litter leaving the
site and the collection of off-site and on-site litter at the end of eve1y business
day
458 The CONTRACTOR shall separate tires White Goods and Electronics delivered
to the Transfer Stations from other waste and place them in separate containers as
provided by the COUNTY
46 HOURS AND DAYS OF OPERATION
The Transfer Stations and Recycling Facility will be open to the public from 600 am
until 500 pm Monday through Friday and 600 am until 1200 noon Saturday The
COUNTY reserves the right to alter the operating hours of the facilities The
FRANCillSEE and COUNTY agree to negotiate a reasonable rate adjustment if such
change in operating hours affects operating costs
47 HOLIDAYS
The CONTRACTOR will close the Transfer Stations and Recycling Facility on the
following holidays New Years Day Thanksgiving and Clumiddotistmas
Okaloosa County Transfer Contract_Final Page 17 of 52
48 COUNTY ACCESS
The CONTRACTOR shall afford reasonable access at any reasonable time to the
Transfer Stations and Recycling Facility by the COUNTY its authorized agents or public
authorities having regulatory jurisdiction over the facilities Such visits shall be
conducted in a manner so as to cause minimum interference with the performance of
CONTRACTOR s responsibilities hereunder All persons conducting such visits shall
provide appropriate identification and shall comply with CONTRACTORs established
safety rules and regulations
49 TRANSPORTATION OF ACCEPTABLE WASTE
The CONTRACTOR shall be responsible for all transportation of Acceptable Waste
except White Goods and tires once it has been accepted for disposal at the Transfer
Stations The CONTRACTOR shall transport Electronics to the COUNTY facility
designated by Authorized Representative The CONTRACTOR may transpmt
Constmction and Demolition Debris to a permitted facility of its choosing The
CONTRACTOR shall transpmt all other Acceptable Waste to the Spring Hill Regional
Landfill and shall have the duty to ensure that the transportation will be performed in
accordance with applicable regulations and will be prompt safe and efficient Upon
approval by the Authorized Representative the CONTRACTOR may transpmt
Acceptable Waste to a different permitted facility If such facility is closer to Okaloosa
County than the Spring Hill Regional Landfill the CONTRACTOR and COUNTY shall
negotiate a co=ensurate rate adjustment
410 PROCESSING OF RECYCLABLE MATERIALS
The CONTRACTOR shall be responsible for all transportation and processmg of
Recyclable Materials accepted at the Recycling Facility
411 RECORDKEEPING AND REPORTING
4111 The CONTRACTOR records required herein shall be maintained in electronic
database format utilizing Microsoft software or in a format approved by the
Okaloosa County Transfer Contract_Final Page 18 of 52
Authorized Representative The databases shall be readily available for inspection
by the COUNTY at any time during normal operating hours and information in
the records shall be shared with the COUNTY upon request
4112 The CONTRACTOR shall weigh and record all inbound and outbound vehicles
carrying materials including transfer trucks at the Fort Walton Beach Transfer
Station and Recycling Facility Each vehicle delivering waste or Recyclable
Materials shall be properly identified and authorized in a manner satisfactory to
the COUNTY and CONTRACTOR Weights of all waste and Recyclable
Materials shall be recorded in the COUNTYs WasteWorks system
4113 The weight of Acceptable Waste and Recyclable Materials shall be determined
using the weigh scales at the facility The CONTRACTOR shall at regular
intervals test the accuracy of the weigh scales such testing shall occur at least
once every ninety (90) Days The test records for the term of this Agreement shall
be kept on file in the scale house at the facility
4114 The CONTRACTOR shall maintain the original weight records that identify the
vehicles the time of weighing( s) and the tare weights of the vehicles for a period
of five (5) years after which CONTRACTOR may dispose of such records The
CONTRACTORs records so developed will be used as a basis for calculating
quantities of waste and Recyclable Materials and shall be subject to review
including spot checking by the COUNTY at its discretion on site or made
available to the COUNTY at such times as it may reasonably request Required
records in this category include but are not limited to itemized statements of the
amount of Acceptable Waste delivered to the Transfer Stations as further defmed
in Article 4
4115 The COUNTY shall be entitled to have its designated representatives at the
Transfer Stations and Recycling Facility at all times and CONTRACTOR shall
designate a suitable site for an office if required by COUNTY The COUNTY
shall further have the right to station its employees at all weigh scales to verify the
Okaloosa County Transfer Contract_Final Page 19 of52
correctness of the weight records and the CONTRACTOR shall provide
reasonable space for said employees
4116 The CONTRACTOR shall provide the Authorized Representative with its internal
tonnage report which shall include all waste delivered to the Transfer Stations
and all Recyclable Materials delivered to the Recycling Facility Tonnage shall
be broken down by material type and source of generationdelivery with all waste
and Recyclable Materials collected within the COUNTYs Franchise Area clearly
noted For Recyclable Materials collected within the COUNTYs Franchise Area
the CONTRACTOR shall provide an estimate of the breakdown of such material
by commodity Such report shall be submitted in electronic format within seven
(7) Days after the end of each month
412 TRANSITION
4121 The CONTRACTOR shall cooperate with the COUNTY or its designated
contractor during any transition period at the end of this Agreement Such
cooperation includes but is not limited to allowing site visits of the facilities by
the COUNTY or its contractor with advance notice and ensuring all facilities are
in Required Tum Back Condition pursuant to Paragraph 41
4122 The CONTRACTOR shall transfer all active facility permits for the Transfer
Stations and Recycling Facility to the COUNTY or its designated contractor as
requested by the COUNTY in a timely manner so as to avoid any disruption of
service
ARTICLES CONTRACTORS COMPENSATION
51 BASE RATE
The combined total rate for Acceptable Waste handling transportation and disposal paid
to the CONTRACTOR by the COUNTY shall be $3677 per Ton ofrep011ed and verified
waste receipts with the exception of Recyclable Materials Special Waste or
Okaloosa County Transfer Contract_Final Page20 of52
Construction and Demolition Debris managed at the facilities This rate shall take effect
on the Commencement Date of this Agreement and shall continue without adjustment
through September 30 2011
52 RATE ADJUSTMENTS
On October I 2011 and October 1 of each subsequent Contract Year of this Agreement
the CONTRACTORs base rate as provided in Paragraph 51 shall be adjusted
accmding to the following methodology as further explained in Exhibit C seventy
percent (70) of the rate shall be adjusted based on seventy-five percent (75) of the
percentage change in the CPI for the twelve (12) months ending on the preceding June
30ili and thirty percent (30) of the rate shall be adjusted based on the percent change in
the US Department of Energy Fuel Index for the previous twelve (12) months ending on
the preceding June 30ili The total rate adjustment each year may not exceed two percent
(2) of the previous years rates
53 BILLING AND PAYMENT OF CONTRACTORS FEES
531 CONTRACTOR shall keep records of all Acceptable Waste received at the
Transfer Stations as described herein
532 CONTRACTOR shall invoice the COUNTY monthly for the handling
transportation and disposal fees as set forth herein for Acceptable Waste
received at the Transfer Stations This invoice must include detailed information
regarding waste receipts including Solid Waste Bulk Waste Special Waste
Recyclable Material Unacceptable Waste and Merchant Waste in a format
approved by the Authorized Representative Only waste receipts reported using
this format and verified by the COUNTY will be paid COUNTY shall pay such
invoices within thirty (30) Days from the date of invoice or request additional
info1mation if adequate information is not provided
Okaloosa County Transfer Contract_Final Page 21 of52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS
COUNTY shall be responsible for the setting and collection of charges associated with all waste
receipts except as provided herein
61 ACCEPTABLE WASTE
The rates charged for Acceptable Waste will be as established by COUNTY Ordinance
No 00-08 and any amendments thereto If a waste load is too small to be accurately
weighed by the Transfer Stations weigh scales a flat rate shall be charged to the
customer per vehicle as established by COUNTY Ordinance No 00-08 and any
amendments thereto
62 SPECIAL WASTE
CONTRACTOR shall be responsible for setting rates associated with Special Waste
63 CONSTRUCTION AND DEMOLITION DEBRIS
CONTRACTOR shall use its best efforts to deliver a mmnnum of 1000 Tons of
Construction and Demolition Debris (CampD) per month to the Transfer Stations
collectively The COUNTY shall charge the CONTRACTOR a Ten Dollar ($1000) per
Ton host fee for all CampD material delivered to the Transfer Stations This CampD material
shall not be subject to any additional charges or Costs including tipping fees by the
COUNTY to the CONTRACTOR
64 RECYCLABLE MATERIALS
Recyclable Materials delivered by or on behalf of the COUNTY Incorporated
Municipalities or by private citizens directly or collected by the CONTRACTOR from
Commercial Business Establishments in the COUNTY will be accepted at no charge
The CONTRACTOR may negotiate Recyclable Materials processing fees with other
entities delivering such materials to the Recycling Facility
Okaloosa County Transfer Contract_ Final Page22 of52
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS
71 COUNTY RECYCLABLE MATERIALS
The CONTRACTOR shall pay the COUNTY revenue for each Ton of Recyclable
Materials delivered by or on behalf of the COUNTY to the Recycling Facility as follows
711 Each month the CONTRACTOR shall calculate the Average Market Value
(AMV) of Recyclable Materials defined as the sum of commodity prices (US
Dollar per Ton) posted on the first week of the month for the Southeast USA in
SecondaryMaterialsPricingcom and SecondaryFiberPricingcom multiplied by
the composition of the Recyclable Materials as defmed in Table 1 Exhibit D
provides an example ofthis calculation
Table 1
Composition ofRecyclable Materials and Market Indexes for Determining AMV
lVIaterial Index Description Percentale Newspaper (ONP) PSI 8 Baled FOB sellers dock 5260 Corrugated Cardboard (OCC) PSI 11 Baled FOB sellers dock 1130 Mixed Paper PSI 1 Baled FOB sellers dock 460 Aseptic Containers NIA 000 Aluminum Cans Aluminum Cans Sorted and Baled Delivered 170 Steel Cans Steel Cans Sorted and Baled Delivered 230 PET PET Baled Picked Up 460 HDPE (Natural) Natural HDPE Baled Picked Uo 090 HDPE (Colored) Colored HDPE Baled Picked Up 180 Clear Glass Flint Delivered 830 Green Glass Green Delivered 450 Brown Glass Amber Delivered 490 Contamination NIA 250
712 Each month the CONTRACTOR shall pay revenue to the COUNTY based on
the AMV equal to the total Tons of Recyclable Materials delivered by or on
behalf of the COUNTY multiplied by the revenue payment in Table 2 The
revenue payment in Column A will be in effect through March 31 2013 and that
in Column B will be in effect after that date If a Mate1ials Recovery Facility
Okaloosa County Transfer Contract_Final Page23 of52
(MRF) is developed by the CONTRACTOR within a 200 mile radius of the
COUNTY prior to March 31 2013 the revenue payment in Column B will go
into effect when such MRF becomes operational
Table 2
Per Ton Revenue Payment to COUNTY Based on AMV
Avera2e Market Value COLUMN A COLUMNB
Low Hi2h
Revenue Payment to COUNTY ($Ton)
until March 31 2013
Revenue Payment to COUNTY($Ton)
after March 31 2013 lt$8001 $9000 $2000 $2000
$9001 $10000 $2000 $2500
$10001 $11000 $2000 $3000 $11001 $12000 $2000 $3500
$12001 $13000 $2500 $4000
$13001 $14000 $3000 $4500 $14001 $15000 $3500 $5000 $15001 $16000 $4000 $5500 $16001 $17000 $4500 $6000
$17001 $18000 $5000 $6500 $18001 $19000 $5500 $7000 $19001 $20000 $6000 $7500
$20001 $21000 $6500 $8000 $21001 $22000 $7000 $8500
$22001 gt$23000 $7500 $9000
713 No later than the fifteenth (15th) Day of each month the CONTRACTOR shall
submit a Monthly Payment Report in a format approved by the Authorized
Representative for the previous calendar month detailing the calculation of each
revenue payment and the total revenue payment due to the COUNTY Said
revenue payment shall be remitted to the COUNTY within thirty (30) Days from
the end of the month for which the payment is being made
714 The CONTRACTOR may request a study to measure the composition of
Recyclable Materials utilized to calculate the AMV pursuant to Paragraph 7 1
Okaloosa County Transfer Contract_Final Page 24 of52
Table I of this Agreement such request being subject to approval by the
COUNTY If approved by the COUNTY the CONTRACTOR and COUNTY
shall jointly develop a methodology and cost estimate to conduct the composition
study The final methodology and selection of the Independent Third Party to
conduct the study must be approved by the Authorized Representative The
parties shall share equally in paying for the cost of the study Study results are
subject to final approval by the Authorized Representative Once approved
adjustments to the composition of Recyclable Materials shall become effective for
the following month and remainder of the term of the Agreement or until further
adjusted in accordance with this article
72 OTHER RECYCLABLE MATERIALS
The CONTRACTOR will remit $20 per Ton of Recyclable Material received at the
Recycling Facility that is not subject to Paragraph 71 with the exception of Recyclable
Materials not generated in Okaloosa County
ARTICLE 8 PERFORMANCE BOND
The CONTRACTOR shall furnish to the COUNTY a performance bond issued by a surety
licensed to do business in the State of Florida for the faithful performance of the Agreement and
all obligations arising hereunder The performance bond shall be made payable in favor of
Okaloosa County Florida or in lieu thereof pay to the COUNTY the sum of $200000000 A
complete bond shall be issued at least thirty (30) Days prior to the Commencement Date of this
Agreement
ARTICLE 9 LIQUIDATED DAMAGES
If the CONTRACTOR does not substantially fulfill its obligations under this Agreement the
COUNTY shall provide written notice to the CONTRACTOR of specific areas of deficiency
Examples of such deficiencies include but are not limited to the following
Okaloosa County Transfer Contract_Final Page 25 of 52
(a) Violation of environmental laws
(b) Inadequate litter control at the Transfer Stations andor the Recycling Facility Adequate
litter control is defined as minimizing litter leaving the site and the collection of off-site
and on-site litter at the end of every business day
(c) Failure to remove Solid Waste from the transfer station tipping floor in accordance with
FRANCHISEEs operating permits
(d) Other conditions created by the CONTRACTOR that could impact public health and
safety and
(e) Poor maintenance of the Transfer Stations and Recycling Facility and equipment
resulting in a poor public image of the facilities
The CONTRACTOR shall initiate reasonable steps to correct these deficiencies within seventyshy
two (72) hours of written notice If the CONTRACTOR does not initiate reasonable steps within
seventy-two (72) hours the COUNTY may at its discretion impose liquidated damages of $500
per Day until deficiencies are satisfactorily con-ected as determined by the COUNTY If the
CONTRACTOR has not con-ected these deficiencies within thirty (30) Days of receipt of written
notice the CONTRACTOR will be considered in default of the Agreement and the COUNTY
may terminate this Agreement and recover damages in the full amount of the performance bond
The COUNTY may assess liquidated damages pursuant to this Aliicle on a monthly basis and
shall at the end of each month notify the CONTRACTOR in writing of the liquidated damages
assessed and the basis for each assessment In the event the CONTRACTOR wishes to contest
such assessment(s) the CONTRACTOR shall within five (5) Days after receiving such notice
request in writing an opportunity to be heaimiddotd by the Board and present its defense to such
assessment(s)
The COUNTYs Authorized Representative shall notify the CONTRACTOR in writing of any
action taken with respect to CONTRACTORs claims and the decision of the Board will be final
Okaloosa County Transfer Contract_Final Page 26 of 52
ARTICLE 10 DEFAULT AND TERMINATION
The COUNTY may terminate this Agreement except as otherwise provided below in this
paragraph by giving CONTRACTOR fifteen (15) Days advance written notice upon the
happening of any one of the following events
(a) The CONTRACTOR fails to remedy deficiencies as noted in Article 9 within
thirty (30) Days of receipt ofwritten notice by the COUNTY
(b) The CONTRACTOR takes the benefit of any present or future insolvency statute
or shall make a general assigmnent for the benefit of creditors or file a voluntary
petition in bankruptcy or a petition or answer seeking readjustment of its
indebtedness under the Federal United States or any state thereof or consent to
the appointment or a receiver trustee or liquidator of all or substantially all of its
property or
(c) By order or decree of a court the CONTRACTOR shall be adjudged bankrupt or
an order shall be made approving a petition filed by any of its creditors or by any
of the Stockholders of the CONTRACTOR seeking its reorganization or the
readjustment of its indebtedness under federal bankrnptcy laws or under any law
of statute of the United States or of any state thereof provided that if any such
judgment is stayed or vacated within sixty ( 60) Days after the entry thereof any
notice of cancellation shall be and become null void and of no effect or
(d) By or pursuant to or under authority of any legislative act resolution or rule or
any order or decree of any cornt or government board agency or office having
jurisdiction a receiver trustee or liquidator shall take possession or control of all
or substantially all of the property of the CONTRACTOR and such possession of
control shall continue in effect for a period of sixty ( 60) Days or
(e) The CONTRACTOR shall voluntarily abandon desert or discontinue its
operation hereunder granted
Okaloosa County Transfer Contract_Final Page 27 of52
Then such shall be considered a material breach of this Agreement and the Authorized
Representative shall notify the CONTRACTOR in writing of the breach If within a period of
fifteen (15) Days the CONTRACTOR has not eliminated the conditions considered to be a
breach of contract or having so co=enced shall fail thereafter to continue with diligence the
cming thereof the Authorized Representative shall notify the Board
After these fifteen (15) Days the COUNTY can cause the CONTRACTOR to be obligated to pay
the COUNTY the amount specified in the bond and has the authority to terminate this
Agreement
ARTICLE 11 INSURANCE
111 CONTRACTORS INSURANCE
1111 The CONTRACTOR shall not co=ence any work in connection with this
Agreement until he has obtained all required insurance and such insurance has
been approved by the Okaloosa County Risk Management Director
1112 All insurance policies shall be with insurers licensed to do business in the State of
Florida and any insuring company is required to have a rnininimn rating of A
Class X in the Best Key Rating Guide published A M Best amp Co Inc
1113 All insurance shall include the interest of all entities names in and its respective
agents consultants servants and employees of each and all other interests as may
be reasonably required by Okaloosa County as Additional Insured The coverage
afforded the Additional Insured under this policy shall be primary insurance If
the Additional Insured have other insurance that is applicable to the loss such
other insurance shall be on an excess or contingent basis The amount of the
companys liability under this policy shall not be reduced by the existence of such
other insurance
Okaloosa County Transfer Contract_Final Page 28 of 52
1114 The County of Okaloosa shall be listed as Additional Insured by policy
endorsement on all insurance contracts applicable to this Agreement except
Workers Compensation and Professional Liability
1115 The County of Okaloosa shall be furnished proof of coverage by certificates of
insurance (COI) and endorsements for every applicable insurance contract
required by this Agreement The COI s and policy endorsements must be
delivered to the Autho1ized Representative not less than ten (10) Days prior to the
commencement of any and all contractual agreements between the County of
Okaloosa and the CONTRACTOR
1116 The COUNTY shall retain the right to reject all insurance contracts that do not
meet the requirement of this Agreement Further the COUNTY reserves the right
to change these insurance requirements with 60-Day notice to the
CONTRACTOR
1117 The insurance definition of Insured or Additional Insured shall include
Subcontractors Sub-subcontractors and any associated or subsidiary companies
of the CONTRACTOR which are involved and which is a part of the contract
1118 The COUNTY reserves the right at any time to require the CONTRACTOR to
provide certified copies of any insurance policies to document the insurance
coverage specified in this Agreement
1119 The designation of CONTRACTOR shall include any associated or subsidiary
company which is involved and is a part of the contract and such if any
associated or subsidiary company involved in the project must be named in the
Workers Compensation coverage
111IOAll policies shall be written so that the COUNTY will be notified of cancellation
or restrictive amendments at least thirty (30) Days prior to the effective date of
such cancellation or amendment Such notice shall be given directly to the
Authorized Representative
Okaloosa County Transfer Contract_Final Page 29 of 52
112 WORKERS COMPENSATION INSURANCE
1121 The CONTRACTOR shall secure and maintain during the life of this agreement
Workers Compensation insurance for all of his employees employed for the
project or any site connected with the work including supervision administration
or management of this project and in case any work is sublet with the approval
of the County of Okaloosa the CONTRACTOR shall require the Subcontractor
similarly to provide Workers Compensation insurance for all employees
employed at the site of the project and such evidence of insurance shall be
furnished the County of Okaloosa not less than ten (10) Days prior to the
conunencement of any and all subcontractual agreements which have been
approved by the County of Okaloosa
1122 Such insurance shall comply with the Florida Workers Compensation Law
1123 No class of employee including the CONTRACTOR himself shall be excluded
from the Workers Compensation insurance coverage The Workers
Compensation insurance shall also include Employers Liability coverage
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE
1131 The CONTRACTOR shall maintain Business Automobile Liability insurance
coverage throughout the life of this Agreement The insurance shall include
Owned Non-owned amp Hired Motor Vehicle coverage
1132 The CONTRACTOR shall carry other Conunercial General Liability insurance
against all other Bodily Injury Property Damage and Personal and Advertising
Injury exposures The coverage shall include both On- and Off-Premises
Operations Contractual Liability Board Form Property Damage and
Professional Liability
1133 All liability insurance ( other than Professional Liability) shall be written on an
occurrence basis and shall not be written on a claim-made basis If the insurance
Okaloosa County Transfer Contract~Final Page 30 of 52
is issued with an aggregate limit of liability the aggregate limit of liability shall
apply only to the locations included in this Agreement If as the result of any
claims or other reasons the available limits of insurance reduce to less than those
stated in the Limits of Liability the CONTRACTOR shall notify the Authorized
Representative in writing The CONTRACTOR shall purchase additional liability
insurance to maintain the requirements established in this Agreement Umbrella
or Excess Liability insurance can be purchased to meet the Limits of Liability
specified in this Agreement
1134 Commercial General Liability coverage shall be endorsed to include the
following
Premises - Operation Liability
Occurrence Bodily Injmy and Property Damage Liability
Independent CONTRACTORs Liability
Completed Operations and Products Liability
1135 CONTRACTOR shall agree to keep in continuous force Commercial General
Liability coverage including Completed Operations and Products Liability for two
(2) years beyond acceptance ofproject
114 LIMITS OF LIABILITY
The insurance required shall be written for not less than the following or greater if
required by law and shall include Employers liability with limits as prescribed in this
contract
LIMIT
A Workers Compensation
(1) State Statut01y
(2) Employers Liability $1000000 each accident
B Business Automobile amp Commercial $1000000 each occurrence
General Liability Insurance (A combined single limit)
C Personal and Adve1tising Injury $250000
D Pollution Liability $10000000 each occurrence
Okaloosa County Transfer Contract_Final Page 31 of 52
115 NOTICE OF CLAIMS AND LITIGATION
The CONTRACTOR agrees to report any incident or claim that results from performance
of this Agreement The COUNTY representative shall receive written notice in the form
of a detailed written repmi describing the incident or claim within ten ( 10) Days of the
CONTRACTORs knowledge In the event such incident or claim involves injury andor
property damage to a third party verbal notification shall be given the same Day the
CONTRACTOR becomes aware of the incident or claim followed by a written detailed
report within ten (10) Days of verbal notification
116 INDEMNIFICATION AND HOLD HARMLESS
To the fullest extent permitted by law CONTRACTOR shall indemnify and hold
harmless COUNTY its officers and employees from liabilities damages losses and
Costs including but not limited to reasonable attorney fees to the extent caused by the
negligence recklessness or intentional wrongful conduct of the CONTRACTOR and
other persons employed or utilized by the CONTRACTOR in the performance of this
contract
117 CERTIFICATES OF INSURANCE
1171 Certificates of insurance in duplicate indicating the job site and evidencing all
required coverage must be submitted to and approved by Okaloosa County prior
to the commencement of any of the work The certificate holder(s) shall be as
follows
Okaloosa County
602-C No1ih Pearl Street
Crestview Florida 32536
1172 All policies shall expressly require thirty (30) Days written notice to Okaloosa
County at the address set out above or the cancellations of material alterations of
such policies and the Certificates of Insurance shall so provide
Okaloosa County Transfer Contract_Final Page32 of52
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
(b) Except as provided ins 403707(9)(j) Florida Statutes unpainted nontreated wood
scraps from facilities manufacturing materials used for construction of structures or
their components and unpainted nontreated wood pallets provided the wood scraps
and pallets are separated from other Solid Waste where generated and the generator
of such wood scraps or pallets implements reasonable practices of the generating
industry to minimize the commingling of wood scraps or pallets with other Solid
Waste and
(c) De minimus amounts of other nonhazardous wastes that are generated at
construction or destruction projects provided such amounts are consistent with best
management practices of the industry
Contract Year means the time from the Commencement Date through March 31 2012 and
each calendar year thereafter
Costs shall mean the costs of labor materials supplies major rental equipment and tools
other direct costs and allocable indirect costs such as fringe benefits general and administrative
expenses and indirect labor costs
COUNTY shall mean Okaloosa County Florida acting by and tlnmiddotough its Board of County
Commissioners
CPI as used herein shall be the revised Consumer Price Index for All Urban Consumers South
Urban for all items not seasonally adjusted published by the Bureau of Labor Statistics US
Department of Labor 1984-82 = 100 In the event the US Department of Labor Bureau of
Labor Statistics ceases to publish the CPI the parties hereby agree to substitute another equally
authoritative measure of change in the purchasing power of the US dollar as may be then
available
Day shall mean one calendar day when used in this Agreement
Effective Date means the date this Agreement becomes effective when executed by the
parties or when the Board adopts the Ordinance establishing the rates specified herein
whichever later occurs
Okaloosa County Transfer Contract_Final Page 8 of52
Electronics means computers monitors keyboards nnce termmals printers modems
scanners cell phones televisions and copiers and other electronic equipment as directed by the
COUNTY
Franchise Area means the specifically described geographic areas exclusively assigned to a
franchisee for the purpose of residential Solid Waste Yard Trash and Bulk Waste Collection
and if applicable Recyclable Material Collection pursuant to the COUNTYs Residential Solid
Waste and Recycling Collection Franchise Agreement
Fuel Index as used herein shall be the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low
Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) published by the US
Department of Energy Energy Information Administration In the event the US Department of
Energy Energy Information Administration ceases to publish the fuel prices the parties hereby
agree to substitute another equally authoritative measure of change in the purchasing power of
the US dollar as may be then available
Hazardous Waste means Solid Waste or a combination of Solid Wastes (even though it may
be part of delivered load of waste) which because of its quantity concentration or physical
chemical or infectious characteristics may cause or significantly contribute to an increase in
mortality or an increase in serious irreversible or incapacitating reversible illness or may pose a
substantial present or potential hazard to human health or environment when improperly
transported disposed of stored treated or otherwise managed Hazardous Waste shall include
all such waste as defined by the Rules of the Florida Department of Environmental Protection
Chapter 62-730 FAC or 40 Code ofFederal Regulations 261 or both as either or both may be
amended from time to time and to the extent either or both is applicable to the disposal of waste
in Florida Hazardous Waste is not intended to include de minimus amounts of household
hazardous wastes as defined by FAC 62-701100
Household Furniture means all movable compactable articles or apparatus such as chairs
tables sofas mattresses etc for equipping a house
Okaloosa County Transfer Contract_Final Page9 of52
Incorporated Municipalities means those duly Incorporated Municipalities in Okaloosa
County consisting of Cinco Bayou Crestview Destin Fort Walton Beach Laurel Hill Mary
Esther Niceville Shalimar and Valpariso
Independent Third Party means a qualified party mutually acceptable to both the COUNTY
and the CONTRACTOR
Infectious Waste means those wastes which may cause disease or may reasonably be
suspected of harboring pathogenic organisms Included are wastes resulting from the operation
of medical clinics hospitals and other facilities producing wastes which may consist of but are
not limited to diseased human and animal parts contaminated bandages pathological
specimens hypodermic needles contaminated clothing and surgical gloves
Merchant Waste means Acceptable Waste that was collected from locations outside the
COUNTY jurisdictional boundaries Merchant Waste does not include Co=ercial Waste
generated within unincorporated areas of the COUNTY or within Incorporated Municipalities
Recyclable Materials means those materials which are capable of being recycled and which
would otherwise be processed or disposed of as Solid Waste Recyclable Materials shall include
newspapers (including inse1ts ) conugated cardboard mixed paper (including brown paper bags
magazines phonebooks junk mail white and colored paper shredded paper in a bag and
paperboard) aluminum plastic containers and bottles marked with SPI codes 1-7 glass bottles
and jars tin and ferrous cans polycoated containers and other Solid Waste materials added upon
Agreement between the COUNTY and the CONTRACTOR when such materials have been
either dive1ted from the remaining Solid Waste stream or removed prior to their entry into the
remaining Solid Waste stream
Recycling Facility means the facility located adjacent to the Fort Walton Beach Transfer
Station at which Recyclable Materials are delivered for processing andor transport
Required Turn Back Condition means reasonable wear and tear co=ensurate with the time
of use and considering the CONTRACTORs responsibilities for maintenance repair and
replacement
Okaloosa County Transfer Contract_Final Page 10 of52
Solid Waste means garbage rubbish refuse trash clean debris or other similar discarded
material resulting from domestic industrial commercial mining agricultural or governmental
operations It excludes Yard Trash Bulk Waste Recyclable Materials and Special Waste
Special Waste means wastes that can require special handling and management but are not
considered Bulk Waste that are not accepted at a landfill or other disposal facility or that are
accepted at a landfill or other disposal facility at higher rates than are charged for refuse
including but not limited to wastes outlined in Exhibit A
Subcontractor shall mean a person firm or corporation other than employees of
CONTRACTOR who or which contracts with CONTRACTOR to furnish or actually furnishes
labor materials andor equipment for the Facility
Ton means a sh01i ton 2000 pounds (9078 metric tons)
Transfer Stations means the facilities currently located at 630 Martin Luther King Jr Blvd
(Fort Walton Transfer Station) and at the Baker Landfill (Baker Transfer Station) in Okaloosa
County capable of receiving Acceptable Waste for further transfer to a disposal facility for
ultimate disposition
Unacceptable Waste shall mean wastes that are not accepted for Class I disposal These
materials include Infectious Waste and Hazardous Wastes as defined above those wastes
excluded from the definition of Acceptable Wastes and materials exhibiting the following
characteristics
(a) Hazardous placards or markings
(b) Liquids
( c) Powders or dusts
(d) Drums or commercial size containers
( e) Chemical odors
Other unacceptable materials include
(a) Asbestos containing wastes
(b) Ash
Okaloosa County Transfer Contract_Final Page 11 of52
( c) Fluorescent light bulbs
( d) Mercury containing devices
(e) Whole tires
(f) Liquid Wastes
White Goods means discarded washers dryers refrigerators ranges microwave ovens water
heaters freezers small air conditioning units and other similar domestic large appliances
Yard Trash means vegetative matter resulting from landscaping maintenance including
accumulation of lawn grass shrubbery cuttings or clippings and dry leaf rakings palm fronds
small tree branches bushes or shrubs green leaf cuttings fruits or other matter usually created
as refuse in the care of lawns and yards Yard Trash does not include treated wood or any form
of matter or debris resulting from tree removal land clearing land development building
demolition home improvement or waste generated by tree surgeons
ARTICLE 2 CONTRACT PURPOSE AND TERM
21 PURPOSE
The pmpose of this Agreement is to establish the terms and conditions under which
CONTRACTOR shall manage operate and maintain the Transfer Stations
22 EFFECTIVE DATE AND COMMENCEMENT DATE
This Agreement shall become effective when executed by the paities or when the Board
adopts the Ordinance establishing the rates specified herein whichever later occurs The
Commencement Date of service shall be the first Day of the month following the
Effective Date of this Agreement
Okaloosa County Transfer Contract_Final Page 12 of52
23 TERM
The term of this Agreement shall commence on the Effective Date and end on March 31
2016 The term of this Agreement may be renewed for one (1) additional term of five (5)
years commencing at the end of the initial te1m by mutual agreement of the parties
ARTICLE 3 COUNTY RESPONSIBILITIES
31 DELIVERY OF ACCEPTABLE WASTE
The COUNTY or others authorized by the COUNTY shall deliver Acceptable Waste to
the Transfer Stations and Recyclable Materials to the Recycling Facility
32 MANNER OF DELIVERIES
The COUNTY shall grant to CONTRACTOR reasonable authority to deny admission to
the Transfer Stations of any vehicle carrying refuse which may leak spill or allow waste
to be blown or scattered about the Transfer Stations before unloading at the site
33 COOPERATION
COUNTY shall cooperate with CONTRACTOR in CONTRACTORs efforts to obtain
and renew all required permits licenses and approvals shall not appear as an objector in
any proceeding to consider the granting or renewal of such permits licenses or approvals
and shall promptly and reasonably consider any applications by CONTRACTOR
ARTICLE 4 CONTRACTOR RESPONSIBILITIES
41 OWNERSHIP AND TRANSFER OF OWNERSHIP
411 Throughout the full term of this Agreement the CONTRACTOR shall retain
ownership of the Transfer Stations and Recycling Facility At the conclusion of
the full term of the Agreement or in the event of CONTRACTOR default and
Okaloosa County Transfer Contract_Final Page 13 of52
termination by the COUNTY the Baker Transfer Station and all real property at
the Fort Walton Beach Transfer Station and Recycling Facility will be wholly
owned by the COUNTY and CONTRACTOR shall convey in Required Tum
Back Condition good and marketable title to the same to the COUNTY free and
clear of all liens or other encumbrances For the purposes of this Agreement real
property means the Fort Walton Beach Transfer Station and Recycling Facility
property as defined by the warranty deeds in Exhibit B and all physical buildings
and structures thereon including all equipment and fixtures with the exception of
rolling stock
412 In order to establish the Required Turn Back Condition of all real property at the
Transfer Stations and Recycling Facility and the need for repairs or replacements
if any the COUNTY and the CONTRACTOR shall conduct a joint inspection(s)
of the Facilities sites and buildings to include the utilities no later than thirty
(30) Days after the Effective Date of this Agreement The COUNTY and the
CONTRACTOR shall develop a list of any necessary repairs or replacements that
the CONTRACTOR is responsible for paying for andor performing such repairs
or replacements and establish a schedule for completing such work The
condition of the Facilities sites and buildings following completion of such
repairs and replacements shall be the Required Tum Back Condition allowing for
normal wear and tear commensurate with the time of use and considering the
CONTRACTORs responsibilities for maintenance repair and replacement
413 The CONTRACTOR shall maintain and convey at the conclusion of the full term
of this Agreement all real property at the Transfer Stations and Recycling Facility
to the COUNTY in Required Turn Back Condition The COUNTY shall notify
the CONTRACTOR of any deficiencies in the Required Tum Back Condition
and CONTRACTOR shall remedy such deficiencies
42 CAPITAL IMPROVEMENTS
The CONTRACTOR shall be solely responsible for the cost of all capital improvements
to the Transfer Stations and Recycling Facility
Okaloosa County Transfer Contract_Final Page 14 of 52
43 PERMITTING AND COMPLIANCE
The CONTRACTOR shall be responsible for obtaining and maintaining permits
approvals and licenses as are requrred for the operation of the Transfer Stations and
Recycling Facility CONTRACTOR shall operate the facilities in compliance with all
requirements of Federal State and local laws rules ordinances and regulations
applicable to the management of such facilities and as contained in the permits issued
relative to the facilities CONTRACTOR and the COUNTY agree to cooperate fully with
one another within reason in all efforts undertaken pursuant to this paragraph The
CONTRACTOR shall be responsible at its sole cost for the payment of all fines
penalties and citations that the CONTRACTOR may incur
44 ACCEPTANCE OF WASTE
In accordance with applicable operational protocol established by the CONTRACTOR
and with the approval of the COUNTY CONTRACTOR shall provide operate and
maintain facilities for the receipt of Acceptable Waste brought to the Transfer Stations
441 Acceptable Waste The CONTRACTOR shall process Acceptable Waste received
at the Transfer Stations in accordance with applicable Federal State and local
regulations and in a manner which would not be likely to pose a threat to public
health and safety
442 Special Waste CONTRACTOR shall implement a program to identify and
manage Special Waste Any testing or additional charges for the receipt handling
and disposal of Special Waste shall be as agreed between the CONTRACTOR
and the generator or transpmier of the Special Waste
443 Unacceptable Waste The CONTRACTOR shall exercise its best efforts to avoid
the acceptance of Unacceptable Waste at the Transfer Stations The
CONTRACTOR shall process Unacceptable Waste received at the Transfer
Stations in accordance with applicable Federal State and local laws rules
ordinances and regulations and in a manner which would not be likely to pose a
threat to public health and safety The CONTRACTOR shall indemnify the
Okaloosa County Transfer Contract_Final Page 15 of 52
COUNTY for any liability claim or damages imposed as a consequence of
CONTRACTORs failure to process such material in accordance with applicable
Federal State or local regulations Any testing required or additional charges
imposed for the receipt handling and disposal of Special Waste shall be as agreed
between the CONTRACTOR and the generator or transporter of the Unacceptable
Waste
45 OPERATING REQUIREMENTS
451 The CONTRACTOR will provide at CONTRACTORs expense all the utilities
used in operating the Transfer Stations and Recycling Facility At the Baker
Transfer Station the CONTRACTOR shall pre-treat leachate to a pH between 60
and 85 The COUNTY shall transport the treated leachate for further treatment
and disposal
452 The CONTRACTOR shall be responsible for the maintenance and repair of all
real property at the Transfer Stations and Recycling Facility in accordance with
industry and operational standards It shall also be the CONTRACTORs
responsibility to replace all or part of the property fixtures machinery
improvements and equipment as required to maintain the operation and
performance of the Transfer Stations and Recycling Facility including facility
expansion necessary to accommodate increased throughput The CONTRACTOR
shall maintain and or replace as appropriate all rolling stock utilized by the
CONTRACTOR in performance of this Agreement
453 The CONTRACTOR shall specifically establish a procedure for monitoring the
wear on the waste receiving floors and shall establish a repair procedure before
the wear has progressed to the point that further wear could jeopardize the
renewal of the floor surface or involve replacement of the steel reinforcement in
the floor The floor shall be resurfaced by the CONTRACTOR at least once
during the te1m ofthis Agreement
Okaloosa County Transfer Contract_Final Page 16 of 52
454 The CONTRACTOR shall remove Solid Waste from the transfer station tipping
floors in accordance with its operating permits
455 The CONTRACTOR shall operate the facilities to allow for a turnaround time of
not greater than twenty (20) minutes for vehicles delivering waste or Recyclable
Materials
456 The Transfer Stations and Recycling Facility will be maintained in a neat clean
and attractive manner consistent with its function and present a positive public
appearance
457 The CONTRACTOR shall control litter at the Transfer Stations and Recycling
Facility sites Adequate litter control is defined as minimizing litter leaving the
site and the collection of off-site and on-site litter at the end of eve1y business
day
458 The CONTRACTOR shall separate tires White Goods and Electronics delivered
to the Transfer Stations from other waste and place them in separate containers as
provided by the COUNTY
46 HOURS AND DAYS OF OPERATION
The Transfer Stations and Recycling Facility will be open to the public from 600 am
until 500 pm Monday through Friday and 600 am until 1200 noon Saturday The
COUNTY reserves the right to alter the operating hours of the facilities The
FRANCillSEE and COUNTY agree to negotiate a reasonable rate adjustment if such
change in operating hours affects operating costs
47 HOLIDAYS
The CONTRACTOR will close the Transfer Stations and Recycling Facility on the
following holidays New Years Day Thanksgiving and Clumiddotistmas
Okaloosa County Transfer Contract_Final Page 17 of 52
48 COUNTY ACCESS
The CONTRACTOR shall afford reasonable access at any reasonable time to the
Transfer Stations and Recycling Facility by the COUNTY its authorized agents or public
authorities having regulatory jurisdiction over the facilities Such visits shall be
conducted in a manner so as to cause minimum interference with the performance of
CONTRACTOR s responsibilities hereunder All persons conducting such visits shall
provide appropriate identification and shall comply with CONTRACTORs established
safety rules and regulations
49 TRANSPORTATION OF ACCEPTABLE WASTE
The CONTRACTOR shall be responsible for all transportation of Acceptable Waste
except White Goods and tires once it has been accepted for disposal at the Transfer
Stations The CONTRACTOR shall transport Electronics to the COUNTY facility
designated by Authorized Representative The CONTRACTOR may transpmt
Constmction and Demolition Debris to a permitted facility of its choosing The
CONTRACTOR shall transpmt all other Acceptable Waste to the Spring Hill Regional
Landfill and shall have the duty to ensure that the transportation will be performed in
accordance with applicable regulations and will be prompt safe and efficient Upon
approval by the Authorized Representative the CONTRACTOR may transpmt
Acceptable Waste to a different permitted facility If such facility is closer to Okaloosa
County than the Spring Hill Regional Landfill the CONTRACTOR and COUNTY shall
negotiate a co=ensurate rate adjustment
410 PROCESSING OF RECYCLABLE MATERIALS
The CONTRACTOR shall be responsible for all transportation and processmg of
Recyclable Materials accepted at the Recycling Facility
411 RECORDKEEPING AND REPORTING
4111 The CONTRACTOR records required herein shall be maintained in electronic
database format utilizing Microsoft software or in a format approved by the
Okaloosa County Transfer Contract_Final Page 18 of 52
Authorized Representative The databases shall be readily available for inspection
by the COUNTY at any time during normal operating hours and information in
the records shall be shared with the COUNTY upon request
4112 The CONTRACTOR shall weigh and record all inbound and outbound vehicles
carrying materials including transfer trucks at the Fort Walton Beach Transfer
Station and Recycling Facility Each vehicle delivering waste or Recyclable
Materials shall be properly identified and authorized in a manner satisfactory to
the COUNTY and CONTRACTOR Weights of all waste and Recyclable
Materials shall be recorded in the COUNTYs WasteWorks system
4113 The weight of Acceptable Waste and Recyclable Materials shall be determined
using the weigh scales at the facility The CONTRACTOR shall at regular
intervals test the accuracy of the weigh scales such testing shall occur at least
once every ninety (90) Days The test records for the term of this Agreement shall
be kept on file in the scale house at the facility
4114 The CONTRACTOR shall maintain the original weight records that identify the
vehicles the time of weighing( s) and the tare weights of the vehicles for a period
of five (5) years after which CONTRACTOR may dispose of such records The
CONTRACTORs records so developed will be used as a basis for calculating
quantities of waste and Recyclable Materials and shall be subject to review
including spot checking by the COUNTY at its discretion on site or made
available to the COUNTY at such times as it may reasonably request Required
records in this category include but are not limited to itemized statements of the
amount of Acceptable Waste delivered to the Transfer Stations as further defmed
in Article 4
4115 The COUNTY shall be entitled to have its designated representatives at the
Transfer Stations and Recycling Facility at all times and CONTRACTOR shall
designate a suitable site for an office if required by COUNTY The COUNTY
shall further have the right to station its employees at all weigh scales to verify the
Okaloosa County Transfer Contract_Final Page 19 of52
correctness of the weight records and the CONTRACTOR shall provide
reasonable space for said employees
4116 The CONTRACTOR shall provide the Authorized Representative with its internal
tonnage report which shall include all waste delivered to the Transfer Stations
and all Recyclable Materials delivered to the Recycling Facility Tonnage shall
be broken down by material type and source of generationdelivery with all waste
and Recyclable Materials collected within the COUNTYs Franchise Area clearly
noted For Recyclable Materials collected within the COUNTYs Franchise Area
the CONTRACTOR shall provide an estimate of the breakdown of such material
by commodity Such report shall be submitted in electronic format within seven
(7) Days after the end of each month
412 TRANSITION
4121 The CONTRACTOR shall cooperate with the COUNTY or its designated
contractor during any transition period at the end of this Agreement Such
cooperation includes but is not limited to allowing site visits of the facilities by
the COUNTY or its contractor with advance notice and ensuring all facilities are
in Required Tum Back Condition pursuant to Paragraph 41
4122 The CONTRACTOR shall transfer all active facility permits for the Transfer
Stations and Recycling Facility to the COUNTY or its designated contractor as
requested by the COUNTY in a timely manner so as to avoid any disruption of
service
ARTICLES CONTRACTORS COMPENSATION
51 BASE RATE
The combined total rate for Acceptable Waste handling transportation and disposal paid
to the CONTRACTOR by the COUNTY shall be $3677 per Ton ofrep011ed and verified
waste receipts with the exception of Recyclable Materials Special Waste or
Okaloosa County Transfer Contract_Final Page20 of52
Construction and Demolition Debris managed at the facilities This rate shall take effect
on the Commencement Date of this Agreement and shall continue without adjustment
through September 30 2011
52 RATE ADJUSTMENTS
On October I 2011 and October 1 of each subsequent Contract Year of this Agreement
the CONTRACTORs base rate as provided in Paragraph 51 shall be adjusted
accmding to the following methodology as further explained in Exhibit C seventy
percent (70) of the rate shall be adjusted based on seventy-five percent (75) of the
percentage change in the CPI for the twelve (12) months ending on the preceding June
30ili and thirty percent (30) of the rate shall be adjusted based on the percent change in
the US Department of Energy Fuel Index for the previous twelve (12) months ending on
the preceding June 30ili The total rate adjustment each year may not exceed two percent
(2) of the previous years rates
53 BILLING AND PAYMENT OF CONTRACTORS FEES
531 CONTRACTOR shall keep records of all Acceptable Waste received at the
Transfer Stations as described herein
532 CONTRACTOR shall invoice the COUNTY monthly for the handling
transportation and disposal fees as set forth herein for Acceptable Waste
received at the Transfer Stations This invoice must include detailed information
regarding waste receipts including Solid Waste Bulk Waste Special Waste
Recyclable Material Unacceptable Waste and Merchant Waste in a format
approved by the Authorized Representative Only waste receipts reported using
this format and verified by the COUNTY will be paid COUNTY shall pay such
invoices within thirty (30) Days from the date of invoice or request additional
info1mation if adequate information is not provided
Okaloosa County Transfer Contract_Final Page 21 of52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS
COUNTY shall be responsible for the setting and collection of charges associated with all waste
receipts except as provided herein
61 ACCEPTABLE WASTE
The rates charged for Acceptable Waste will be as established by COUNTY Ordinance
No 00-08 and any amendments thereto If a waste load is too small to be accurately
weighed by the Transfer Stations weigh scales a flat rate shall be charged to the
customer per vehicle as established by COUNTY Ordinance No 00-08 and any
amendments thereto
62 SPECIAL WASTE
CONTRACTOR shall be responsible for setting rates associated with Special Waste
63 CONSTRUCTION AND DEMOLITION DEBRIS
CONTRACTOR shall use its best efforts to deliver a mmnnum of 1000 Tons of
Construction and Demolition Debris (CampD) per month to the Transfer Stations
collectively The COUNTY shall charge the CONTRACTOR a Ten Dollar ($1000) per
Ton host fee for all CampD material delivered to the Transfer Stations This CampD material
shall not be subject to any additional charges or Costs including tipping fees by the
COUNTY to the CONTRACTOR
64 RECYCLABLE MATERIALS
Recyclable Materials delivered by or on behalf of the COUNTY Incorporated
Municipalities or by private citizens directly or collected by the CONTRACTOR from
Commercial Business Establishments in the COUNTY will be accepted at no charge
The CONTRACTOR may negotiate Recyclable Materials processing fees with other
entities delivering such materials to the Recycling Facility
Okaloosa County Transfer Contract_ Final Page22 of52
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS
71 COUNTY RECYCLABLE MATERIALS
The CONTRACTOR shall pay the COUNTY revenue for each Ton of Recyclable
Materials delivered by or on behalf of the COUNTY to the Recycling Facility as follows
711 Each month the CONTRACTOR shall calculate the Average Market Value
(AMV) of Recyclable Materials defined as the sum of commodity prices (US
Dollar per Ton) posted on the first week of the month for the Southeast USA in
SecondaryMaterialsPricingcom and SecondaryFiberPricingcom multiplied by
the composition of the Recyclable Materials as defmed in Table 1 Exhibit D
provides an example ofthis calculation
Table 1
Composition ofRecyclable Materials and Market Indexes for Determining AMV
lVIaterial Index Description Percentale Newspaper (ONP) PSI 8 Baled FOB sellers dock 5260 Corrugated Cardboard (OCC) PSI 11 Baled FOB sellers dock 1130 Mixed Paper PSI 1 Baled FOB sellers dock 460 Aseptic Containers NIA 000 Aluminum Cans Aluminum Cans Sorted and Baled Delivered 170 Steel Cans Steel Cans Sorted and Baled Delivered 230 PET PET Baled Picked Up 460 HDPE (Natural) Natural HDPE Baled Picked Uo 090 HDPE (Colored) Colored HDPE Baled Picked Up 180 Clear Glass Flint Delivered 830 Green Glass Green Delivered 450 Brown Glass Amber Delivered 490 Contamination NIA 250
712 Each month the CONTRACTOR shall pay revenue to the COUNTY based on
the AMV equal to the total Tons of Recyclable Materials delivered by or on
behalf of the COUNTY multiplied by the revenue payment in Table 2 The
revenue payment in Column A will be in effect through March 31 2013 and that
in Column B will be in effect after that date If a Mate1ials Recovery Facility
Okaloosa County Transfer Contract_Final Page23 of52
(MRF) is developed by the CONTRACTOR within a 200 mile radius of the
COUNTY prior to March 31 2013 the revenue payment in Column B will go
into effect when such MRF becomes operational
Table 2
Per Ton Revenue Payment to COUNTY Based on AMV
Avera2e Market Value COLUMN A COLUMNB
Low Hi2h
Revenue Payment to COUNTY ($Ton)
until March 31 2013
Revenue Payment to COUNTY($Ton)
after March 31 2013 lt$8001 $9000 $2000 $2000
$9001 $10000 $2000 $2500
$10001 $11000 $2000 $3000 $11001 $12000 $2000 $3500
$12001 $13000 $2500 $4000
$13001 $14000 $3000 $4500 $14001 $15000 $3500 $5000 $15001 $16000 $4000 $5500 $16001 $17000 $4500 $6000
$17001 $18000 $5000 $6500 $18001 $19000 $5500 $7000 $19001 $20000 $6000 $7500
$20001 $21000 $6500 $8000 $21001 $22000 $7000 $8500
$22001 gt$23000 $7500 $9000
713 No later than the fifteenth (15th) Day of each month the CONTRACTOR shall
submit a Monthly Payment Report in a format approved by the Authorized
Representative for the previous calendar month detailing the calculation of each
revenue payment and the total revenue payment due to the COUNTY Said
revenue payment shall be remitted to the COUNTY within thirty (30) Days from
the end of the month for which the payment is being made
714 The CONTRACTOR may request a study to measure the composition of
Recyclable Materials utilized to calculate the AMV pursuant to Paragraph 7 1
Okaloosa County Transfer Contract_Final Page 24 of52
Table I of this Agreement such request being subject to approval by the
COUNTY If approved by the COUNTY the CONTRACTOR and COUNTY
shall jointly develop a methodology and cost estimate to conduct the composition
study The final methodology and selection of the Independent Third Party to
conduct the study must be approved by the Authorized Representative The
parties shall share equally in paying for the cost of the study Study results are
subject to final approval by the Authorized Representative Once approved
adjustments to the composition of Recyclable Materials shall become effective for
the following month and remainder of the term of the Agreement or until further
adjusted in accordance with this article
72 OTHER RECYCLABLE MATERIALS
The CONTRACTOR will remit $20 per Ton of Recyclable Material received at the
Recycling Facility that is not subject to Paragraph 71 with the exception of Recyclable
Materials not generated in Okaloosa County
ARTICLE 8 PERFORMANCE BOND
The CONTRACTOR shall furnish to the COUNTY a performance bond issued by a surety
licensed to do business in the State of Florida for the faithful performance of the Agreement and
all obligations arising hereunder The performance bond shall be made payable in favor of
Okaloosa County Florida or in lieu thereof pay to the COUNTY the sum of $200000000 A
complete bond shall be issued at least thirty (30) Days prior to the Commencement Date of this
Agreement
ARTICLE 9 LIQUIDATED DAMAGES
If the CONTRACTOR does not substantially fulfill its obligations under this Agreement the
COUNTY shall provide written notice to the CONTRACTOR of specific areas of deficiency
Examples of such deficiencies include but are not limited to the following
Okaloosa County Transfer Contract_Final Page 25 of 52
(a) Violation of environmental laws
(b) Inadequate litter control at the Transfer Stations andor the Recycling Facility Adequate
litter control is defined as minimizing litter leaving the site and the collection of off-site
and on-site litter at the end of every business day
(c) Failure to remove Solid Waste from the transfer station tipping floor in accordance with
FRANCHISEEs operating permits
(d) Other conditions created by the CONTRACTOR that could impact public health and
safety and
(e) Poor maintenance of the Transfer Stations and Recycling Facility and equipment
resulting in a poor public image of the facilities
The CONTRACTOR shall initiate reasonable steps to correct these deficiencies within seventyshy
two (72) hours of written notice If the CONTRACTOR does not initiate reasonable steps within
seventy-two (72) hours the COUNTY may at its discretion impose liquidated damages of $500
per Day until deficiencies are satisfactorily con-ected as determined by the COUNTY If the
CONTRACTOR has not con-ected these deficiencies within thirty (30) Days of receipt of written
notice the CONTRACTOR will be considered in default of the Agreement and the COUNTY
may terminate this Agreement and recover damages in the full amount of the performance bond
The COUNTY may assess liquidated damages pursuant to this Aliicle on a monthly basis and
shall at the end of each month notify the CONTRACTOR in writing of the liquidated damages
assessed and the basis for each assessment In the event the CONTRACTOR wishes to contest
such assessment(s) the CONTRACTOR shall within five (5) Days after receiving such notice
request in writing an opportunity to be heaimiddotd by the Board and present its defense to such
assessment(s)
The COUNTYs Authorized Representative shall notify the CONTRACTOR in writing of any
action taken with respect to CONTRACTORs claims and the decision of the Board will be final
Okaloosa County Transfer Contract_Final Page 26 of 52
ARTICLE 10 DEFAULT AND TERMINATION
The COUNTY may terminate this Agreement except as otherwise provided below in this
paragraph by giving CONTRACTOR fifteen (15) Days advance written notice upon the
happening of any one of the following events
(a) The CONTRACTOR fails to remedy deficiencies as noted in Article 9 within
thirty (30) Days of receipt ofwritten notice by the COUNTY
(b) The CONTRACTOR takes the benefit of any present or future insolvency statute
or shall make a general assigmnent for the benefit of creditors or file a voluntary
petition in bankruptcy or a petition or answer seeking readjustment of its
indebtedness under the Federal United States or any state thereof or consent to
the appointment or a receiver trustee or liquidator of all or substantially all of its
property or
(c) By order or decree of a court the CONTRACTOR shall be adjudged bankrupt or
an order shall be made approving a petition filed by any of its creditors or by any
of the Stockholders of the CONTRACTOR seeking its reorganization or the
readjustment of its indebtedness under federal bankrnptcy laws or under any law
of statute of the United States or of any state thereof provided that if any such
judgment is stayed or vacated within sixty ( 60) Days after the entry thereof any
notice of cancellation shall be and become null void and of no effect or
(d) By or pursuant to or under authority of any legislative act resolution or rule or
any order or decree of any cornt or government board agency or office having
jurisdiction a receiver trustee or liquidator shall take possession or control of all
or substantially all of the property of the CONTRACTOR and such possession of
control shall continue in effect for a period of sixty ( 60) Days or
(e) The CONTRACTOR shall voluntarily abandon desert or discontinue its
operation hereunder granted
Okaloosa County Transfer Contract_Final Page 27 of52
Then such shall be considered a material breach of this Agreement and the Authorized
Representative shall notify the CONTRACTOR in writing of the breach If within a period of
fifteen (15) Days the CONTRACTOR has not eliminated the conditions considered to be a
breach of contract or having so co=enced shall fail thereafter to continue with diligence the
cming thereof the Authorized Representative shall notify the Board
After these fifteen (15) Days the COUNTY can cause the CONTRACTOR to be obligated to pay
the COUNTY the amount specified in the bond and has the authority to terminate this
Agreement
ARTICLE 11 INSURANCE
111 CONTRACTORS INSURANCE
1111 The CONTRACTOR shall not co=ence any work in connection with this
Agreement until he has obtained all required insurance and such insurance has
been approved by the Okaloosa County Risk Management Director
1112 All insurance policies shall be with insurers licensed to do business in the State of
Florida and any insuring company is required to have a rnininimn rating of A
Class X in the Best Key Rating Guide published A M Best amp Co Inc
1113 All insurance shall include the interest of all entities names in and its respective
agents consultants servants and employees of each and all other interests as may
be reasonably required by Okaloosa County as Additional Insured The coverage
afforded the Additional Insured under this policy shall be primary insurance If
the Additional Insured have other insurance that is applicable to the loss such
other insurance shall be on an excess or contingent basis The amount of the
companys liability under this policy shall not be reduced by the existence of such
other insurance
Okaloosa County Transfer Contract_Final Page 28 of 52
1114 The County of Okaloosa shall be listed as Additional Insured by policy
endorsement on all insurance contracts applicable to this Agreement except
Workers Compensation and Professional Liability
1115 The County of Okaloosa shall be furnished proof of coverage by certificates of
insurance (COI) and endorsements for every applicable insurance contract
required by this Agreement The COI s and policy endorsements must be
delivered to the Autho1ized Representative not less than ten (10) Days prior to the
commencement of any and all contractual agreements between the County of
Okaloosa and the CONTRACTOR
1116 The COUNTY shall retain the right to reject all insurance contracts that do not
meet the requirement of this Agreement Further the COUNTY reserves the right
to change these insurance requirements with 60-Day notice to the
CONTRACTOR
1117 The insurance definition of Insured or Additional Insured shall include
Subcontractors Sub-subcontractors and any associated or subsidiary companies
of the CONTRACTOR which are involved and which is a part of the contract
1118 The COUNTY reserves the right at any time to require the CONTRACTOR to
provide certified copies of any insurance policies to document the insurance
coverage specified in this Agreement
1119 The designation of CONTRACTOR shall include any associated or subsidiary
company which is involved and is a part of the contract and such if any
associated or subsidiary company involved in the project must be named in the
Workers Compensation coverage
111IOAll policies shall be written so that the COUNTY will be notified of cancellation
or restrictive amendments at least thirty (30) Days prior to the effective date of
such cancellation or amendment Such notice shall be given directly to the
Authorized Representative
Okaloosa County Transfer Contract_Final Page 29 of 52
112 WORKERS COMPENSATION INSURANCE
1121 The CONTRACTOR shall secure and maintain during the life of this agreement
Workers Compensation insurance for all of his employees employed for the
project or any site connected with the work including supervision administration
or management of this project and in case any work is sublet with the approval
of the County of Okaloosa the CONTRACTOR shall require the Subcontractor
similarly to provide Workers Compensation insurance for all employees
employed at the site of the project and such evidence of insurance shall be
furnished the County of Okaloosa not less than ten (10) Days prior to the
conunencement of any and all subcontractual agreements which have been
approved by the County of Okaloosa
1122 Such insurance shall comply with the Florida Workers Compensation Law
1123 No class of employee including the CONTRACTOR himself shall be excluded
from the Workers Compensation insurance coverage The Workers
Compensation insurance shall also include Employers Liability coverage
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE
1131 The CONTRACTOR shall maintain Business Automobile Liability insurance
coverage throughout the life of this Agreement The insurance shall include
Owned Non-owned amp Hired Motor Vehicle coverage
1132 The CONTRACTOR shall carry other Conunercial General Liability insurance
against all other Bodily Injury Property Damage and Personal and Advertising
Injury exposures The coverage shall include both On- and Off-Premises
Operations Contractual Liability Board Form Property Damage and
Professional Liability
1133 All liability insurance ( other than Professional Liability) shall be written on an
occurrence basis and shall not be written on a claim-made basis If the insurance
Okaloosa County Transfer Contract~Final Page 30 of 52
is issued with an aggregate limit of liability the aggregate limit of liability shall
apply only to the locations included in this Agreement If as the result of any
claims or other reasons the available limits of insurance reduce to less than those
stated in the Limits of Liability the CONTRACTOR shall notify the Authorized
Representative in writing The CONTRACTOR shall purchase additional liability
insurance to maintain the requirements established in this Agreement Umbrella
or Excess Liability insurance can be purchased to meet the Limits of Liability
specified in this Agreement
1134 Commercial General Liability coverage shall be endorsed to include the
following
Premises - Operation Liability
Occurrence Bodily Injmy and Property Damage Liability
Independent CONTRACTORs Liability
Completed Operations and Products Liability
1135 CONTRACTOR shall agree to keep in continuous force Commercial General
Liability coverage including Completed Operations and Products Liability for two
(2) years beyond acceptance ofproject
114 LIMITS OF LIABILITY
The insurance required shall be written for not less than the following or greater if
required by law and shall include Employers liability with limits as prescribed in this
contract
LIMIT
A Workers Compensation
(1) State Statut01y
(2) Employers Liability $1000000 each accident
B Business Automobile amp Commercial $1000000 each occurrence
General Liability Insurance (A combined single limit)
C Personal and Adve1tising Injury $250000
D Pollution Liability $10000000 each occurrence
Okaloosa County Transfer Contract_Final Page 31 of 52
115 NOTICE OF CLAIMS AND LITIGATION
The CONTRACTOR agrees to report any incident or claim that results from performance
of this Agreement The COUNTY representative shall receive written notice in the form
of a detailed written repmi describing the incident or claim within ten ( 10) Days of the
CONTRACTORs knowledge In the event such incident or claim involves injury andor
property damage to a third party verbal notification shall be given the same Day the
CONTRACTOR becomes aware of the incident or claim followed by a written detailed
report within ten (10) Days of verbal notification
116 INDEMNIFICATION AND HOLD HARMLESS
To the fullest extent permitted by law CONTRACTOR shall indemnify and hold
harmless COUNTY its officers and employees from liabilities damages losses and
Costs including but not limited to reasonable attorney fees to the extent caused by the
negligence recklessness or intentional wrongful conduct of the CONTRACTOR and
other persons employed or utilized by the CONTRACTOR in the performance of this
contract
117 CERTIFICATES OF INSURANCE
1171 Certificates of insurance in duplicate indicating the job site and evidencing all
required coverage must be submitted to and approved by Okaloosa County prior
to the commencement of any of the work The certificate holder(s) shall be as
follows
Okaloosa County
602-C No1ih Pearl Street
Crestview Florida 32536
1172 All policies shall expressly require thirty (30) Days written notice to Okaloosa
County at the address set out above or the cancellations of material alterations of
such policies and the Certificates of Insurance shall so provide
Okaloosa County Transfer Contract_Final Page32 of52
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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LEXAL DESCRIPrIOO CCHoIDvCIN3 at the concrete nonurrent (1980 FAFB) rrarking the NW corner of the NE ( ~f section 8 lbwnship 2 South Range 24 West Okaloosa Co1lllty Florida run S88-2048E along the north boundacy thereof 62500 feet to a concrete mgtrnnEnt numbered 3501 thence S03deg00 1 181w 20006 feet to a concrete rronurrent mmtered 3501 and the POINI OF BEGINNIIlaquo thence continue S03deg00 1 l811W 6602 feet to a concrete mmUOOlt numbered 3501 thence S88deg2048 11E 113000 feet to a ooncrete nonument mmbered 3501 on the weseerly right-of-way line of the Hill Avenue Extension AKA Freedan-Way thence N07deg1545 11E along said right-of-way line 6632 feet to a concrete rromment nurrbered 3501 thence N88deg2048W 113493 feet to the POINT OF BffiINNING Containing 172 acres nore or less SUbject to easanent of record ittls property is to be used as county maintained road
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LFGAL DFSCRIPrION PARCEL B BEGINNING at the concrete monument marking (1980 JilFB) the NW corner of the NE of Section 8 Township 2 South Range 24 West Okaloosa OJunty Florida run S88deg20 14811 E along the north boijndary thereof 62500 feet to a concrete monunent numbered 3501 tBence S03 001 l81W 46000 feet to a concrete monument numbered 3501 thence N88 2048W 62500 feet to a concrete monument num~red 3501 on the west boundary of the aforesaid NE~ of Section 8 thence N03 0018E along said west boindary 46000 feet to the POINT OF BEGINNING Containing 660 acres more or less middot
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and duat old land t Ne ol cU encwnLroncu FLORIDA DOCUMENTARY STAMP TAX REQUIRED BY LAW IN THE AMOUNT OF IJVe(Sdeg1AS BEEN P bull NEWMAN C BR CKIN CLERK OKAL COU TY B DC
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John w Minger Exec Vice Pres Northgate Developnent Ompany Inc
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EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
Electronics means computers monitors keyboards nnce termmals printers modems
scanners cell phones televisions and copiers and other electronic equipment as directed by the
COUNTY
Franchise Area means the specifically described geographic areas exclusively assigned to a
franchisee for the purpose of residential Solid Waste Yard Trash and Bulk Waste Collection
and if applicable Recyclable Material Collection pursuant to the COUNTYs Residential Solid
Waste and Recycling Collection Franchise Agreement
Fuel Index as used herein shall be the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low
Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) published by the US
Department of Energy Energy Information Administration In the event the US Department of
Energy Energy Information Administration ceases to publish the fuel prices the parties hereby
agree to substitute another equally authoritative measure of change in the purchasing power of
the US dollar as may be then available
Hazardous Waste means Solid Waste or a combination of Solid Wastes (even though it may
be part of delivered load of waste) which because of its quantity concentration or physical
chemical or infectious characteristics may cause or significantly contribute to an increase in
mortality or an increase in serious irreversible or incapacitating reversible illness or may pose a
substantial present or potential hazard to human health or environment when improperly
transported disposed of stored treated or otherwise managed Hazardous Waste shall include
all such waste as defined by the Rules of the Florida Department of Environmental Protection
Chapter 62-730 FAC or 40 Code ofFederal Regulations 261 or both as either or both may be
amended from time to time and to the extent either or both is applicable to the disposal of waste
in Florida Hazardous Waste is not intended to include de minimus amounts of household
hazardous wastes as defined by FAC 62-701100
Household Furniture means all movable compactable articles or apparatus such as chairs
tables sofas mattresses etc for equipping a house
Okaloosa County Transfer Contract_Final Page9 of52
Incorporated Municipalities means those duly Incorporated Municipalities in Okaloosa
County consisting of Cinco Bayou Crestview Destin Fort Walton Beach Laurel Hill Mary
Esther Niceville Shalimar and Valpariso
Independent Third Party means a qualified party mutually acceptable to both the COUNTY
and the CONTRACTOR
Infectious Waste means those wastes which may cause disease or may reasonably be
suspected of harboring pathogenic organisms Included are wastes resulting from the operation
of medical clinics hospitals and other facilities producing wastes which may consist of but are
not limited to diseased human and animal parts contaminated bandages pathological
specimens hypodermic needles contaminated clothing and surgical gloves
Merchant Waste means Acceptable Waste that was collected from locations outside the
COUNTY jurisdictional boundaries Merchant Waste does not include Co=ercial Waste
generated within unincorporated areas of the COUNTY or within Incorporated Municipalities
Recyclable Materials means those materials which are capable of being recycled and which
would otherwise be processed or disposed of as Solid Waste Recyclable Materials shall include
newspapers (including inse1ts ) conugated cardboard mixed paper (including brown paper bags
magazines phonebooks junk mail white and colored paper shredded paper in a bag and
paperboard) aluminum plastic containers and bottles marked with SPI codes 1-7 glass bottles
and jars tin and ferrous cans polycoated containers and other Solid Waste materials added upon
Agreement between the COUNTY and the CONTRACTOR when such materials have been
either dive1ted from the remaining Solid Waste stream or removed prior to their entry into the
remaining Solid Waste stream
Recycling Facility means the facility located adjacent to the Fort Walton Beach Transfer
Station at which Recyclable Materials are delivered for processing andor transport
Required Turn Back Condition means reasonable wear and tear co=ensurate with the time
of use and considering the CONTRACTORs responsibilities for maintenance repair and
replacement
Okaloosa County Transfer Contract_Final Page 10 of52
Solid Waste means garbage rubbish refuse trash clean debris or other similar discarded
material resulting from domestic industrial commercial mining agricultural or governmental
operations It excludes Yard Trash Bulk Waste Recyclable Materials and Special Waste
Special Waste means wastes that can require special handling and management but are not
considered Bulk Waste that are not accepted at a landfill or other disposal facility or that are
accepted at a landfill or other disposal facility at higher rates than are charged for refuse
including but not limited to wastes outlined in Exhibit A
Subcontractor shall mean a person firm or corporation other than employees of
CONTRACTOR who or which contracts with CONTRACTOR to furnish or actually furnishes
labor materials andor equipment for the Facility
Ton means a sh01i ton 2000 pounds (9078 metric tons)
Transfer Stations means the facilities currently located at 630 Martin Luther King Jr Blvd
(Fort Walton Transfer Station) and at the Baker Landfill (Baker Transfer Station) in Okaloosa
County capable of receiving Acceptable Waste for further transfer to a disposal facility for
ultimate disposition
Unacceptable Waste shall mean wastes that are not accepted for Class I disposal These
materials include Infectious Waste and Hazardous Wastes as defined above those wastes
excluded from the definition of Acceptable Wastes and materials exhibiting the following
characteristics
(a) Hazardous placards or markings
(b) Liquids
( c) Powders or dusts
(d) Drums or commercial size containers
( e) Chemical odors
Other unacceptable materials include
(a) Asbestos containing wastes
(b) Ash
Okaloosa County Transfer Contract_Final Page 11 of52
( c) Fluorescent light bulbs
( d) Mercury containing devices
(e) Whole tires
(f) Liquid Wastes
White Goods means discarded washers dryers refrigerators ranges microwave ovens water
heaters freezers small air conditioning units and other similar domestic large appliances
Yard Trash means vegetative matter resulting from landscaping maintenance including
accumulation of lawn grass shrubbery cuttings or clippings and dry leaf rakings palm fronds
small tree branches bushes or shrubs green leaf cuttings fruits or other matter usually created
as refuse in the care of lawns and yards Yard Trash does not include treated wood or any form
of matter or debris resulting from tree removal land clearing land development building
demolition home improvement or waste generated by tree surgeons
ARTICLE 2 CONTRACT PURPOSE AND TERM
21 PURPOSE
The pmpose of this Agreement is to establish the terms and conditions under which
CONTRACTOR shall manage operate and maintain the Transfer Stations
22 EFFECTIVE DATE AND COMMENCEMENT DATE
This Agreement shall become effective when executed by the paities or when the Board
adopts the Ordinance establishing the rates specified herein whichever later occurs The
Commencement Date of service shall be the first Day of the month following the
Effective Date of this Agreement
Okaloosa County Transfer Contract_Final Page 12 of52
23 TERM
The term of this Agreement shall commence on the Effective Date and end on March 31
2016 The term of this Agreement may be renewed for one (1) additional term of five (5)
years commencing at the end of the initial te1m by mutual agreement of the parties
ARTICLE 3 COUNTY RESPONSIBILITIES
31 DELIVERY OF ACCEPTABLE WASTE
The COUNTY or others authorized by the COUNTY shall deliver Acceptable Waste to
the Transfer Stations and Recyclable Materials to the Recycling Facility
32 MANNER OF DELIVERIES
The COUNTY shall grant to CONTRACTOR reasonable authority to deny admission to
the Transfer Stations of any vehicle carrying refuse which may leak spill or allow waste
to be blown or scattered about the Transfer Stations before unloading at the site
33 COOPERATION
COUNTY shall cooperate with CONTRACTOR in CONTRACTORs efforts to obtain
and renew all required permits licenses and approvals shall not appear as an objector in
any proceeding to consider the granting or renewal of such permits licenses or approvals
and shall promptly and reasonably consider any applications by CONTRACTOR
ARTICLE 4 CONTRACTOR RESPONSIBILITIES
41 OWNERSHIP AND TRANSFER OF OWNERSHIP
411 Throughout the full term of this Agreement the CONTRACTOR shall retain
ownership of the Transfer Stations and Recycling Facility At the conclusion of
the full term of the Agreement or in the event of CONTRACTOR default and
Okaloosa County Transfer Contract_Final Page 13 of52
termination by the COUNTY the Baker Transfer Station and all real property at
the Fort Walton Beach Transfer Station and Recycling Facility will be wholly
owned by the COUNTY and CONTRACTOR shall convey in Required Tum
Back Condition good and marketable title to the same to the COUNTY free and
clear of all liens or other encumbrances For the purposes of this Agreement real
property means the Fort Walton Beach Transfer Station and Recycling Facility
property as defined by the warranty deeds in Exhibit B and all physical buildings
and structures thereon including all equipment and fixtures with the exception of
rolling stock
412 In order to establish the Required Turn Back Condition of all real property at the
Transfer Stations and Recycling Facility and the need for repairs or replacements
if any the COUNTY and the CONTRACTOR shall conduct a joint inspection(s)
of the Facilities sites and buildings to include the utilities no later than thirty
(30) Days after the Effective Date of this Agreement The COUNTY and the
CONTRACTOR shall develop a list of any necessary repairs or replacements that
the CONTRACTOR is responsible for paying for andor performing such repairs
or replacements and establish a schedule for completing such work The
condition of the Facilities sites and buildings following completion of such
repairs and replacements shall be the Required Tum Back Condition allowing for
normal wear and tear commensurate with the time of use and considering the
CONTRACTORs responsibilities for maintenance repair and replacement
413 The CONTRACTOR shall maintain and convey at the conclusion of the full term
of this Agreement all real property at the Transfer Stations and Recycling Facility
to the COUNTY in Required Turn Back Condition The COUNTY shall notify
the CONTRACTOR of any deficiencies in the Required Tum Back Condition
and CONTRACTOR shall remedy such deficiencies
42 CAPITAL IMPROVEMENTS
The CONTRACTOR shall be solely responsible for the cost of all capital improvements
to the Transfer Stations and Recycling Facility
Okaloosa County Transfer Contract_Final Page 14 of 52
43 PERMITTING AND COMPLIANCE
The CONTRACTOR shall be responsible for obtaining and maintaining permits
approvals and licenses as are requrred for the operation of the Transfer Stations and
Recycling Facility CONTRACTOR shall operate the facilities in compliance with all
requirements of Federal State and local laws rules ordinances and regulations
applicable to the management of such facilities and as contained in the permits issued
relative to the facilities CONTRACTOR and the COUNTY agree to cooperate fully with
one another within reason in all efforts undertaken pursuant to this paragraph The
CONTRACTOR shall be responsible at its sole cost for the payment of all fines
penalties and citations that the CONTRACTOR may incur
44 ACCEPTANCE OF WASTE
In accordance with applicable operational protocol established by the CONTRACTOR
and with the approval of the COUNTY CONTRACTOR shall provide operate and
maintain facilities for the receipt of Acceptable Waste brought to the Transfer Stations
441 Acceptable Waste The CONTRACTOR shall process Acceptable Waste received
at the Transfer Stations in accordance with applicable Federal State and local
regulations and in a manner which would not be likely to pose a threat to public
health and safety
442 Special Waste CONTRACTOR shall implement a program to identify and
manage Special Waste Any testing or additional charges for the receipt handling
and disposal of Special Waste shall be as agreed between the CONTRACTOR
and the generator or transpmier of the Special Waste
443 Unacceptable Waste The CONTRACTOR shall exercise its best efforts to avoid
the acceptance of Unacceptable Waste at the Transfer Stations The
CONTRACTOR shall process Unacceptable Waste received at the Transfer
Stations in accordance with applicable Federal State and local laws rules
ordinances and regulations and in a manner which would not be likely to pose a
threat to public health and safety The CONTRACTOR shall indemnify the
Okaloosa County Transfer Contract_Final Page 15 of 52
COUNTY for any liability claim or damages imposed as a consequence of
CONTRACTORs failure to process such material in accordance with applicable
Federal State or local regulations Any testing required or additional charges
imposed for the receipt handling and disposal of Special Waste shall be as agreed
between the CONTRACTOR and the generator or transporter of the Unacceptable
Waste
45 OPERATING REQUIREMENTS
451 The CONTRACTOR will provide at CONTRACTORs expense all the utilities
used in operating the Transfer Stations and Recycling Facility At the Baker
Transfer Station the CONTRACTOR shall pre-treat leachate to a pH between 60
and 85 The COUNTY shall transport the treated leachate for further treatment
and disposal
452 The CONTRACTOR shall be responsible for the maintenance and repair of all
real property at the Transfer Stations and Recycling Facility in accordance with
industry and operational standards It shall also be the CONTRACTORs
responsibility to replace all or part of the property fixtures machinery
improvements and equipment as required to maintain the operation and
performance of the Transfer Stations and Recycling Facility including facility
expansion necessary to accommodate increased throughput The CONTRACTOR
shall maintain and or replace as appropriate all rolling stock utilized by the
CONTRACTOR in performance of this Agreement
453 The CONTRACTOR shall specifically establish a procedure for monitoring the
wear on the waste receiving floors and shall establish a repair procedure before
the wear has progressed to the point that further wear could jeopardize the
renewal of the floor surface or involve replacement of the steel reinforcement in
the floor The floor shall be resurfaced by the CONTRACTOR at least once
during the te1m ofthis Agreement
Okaloosa County Transfer Contract_Final Page 16 of 52
454 The CONTRACTOR shall remove Solid Waste from the transfer station tipping
floors in accordance with its operating permits
455 The CONTRACTOR shall operate the facilities to allow for a turnaround time of
not greater than twenty (20) minutes for vehicles delivering waste or Recyclable
Materials
456 The Transfer Stations and Recycling Facility will be maintained in a neat clean
and attractive manner consistent with its function and present a positive public
appearance
457 The CONTRACTOR shall control litter at the Transfer Stations and Recycling
Facility sites Adequate litter control is defined as minimizing litter leaving the
site and the collection of off-site and on-site litter at the end of eve1y business
day
458 The CONTRACTOR shall separate tires White Goods and Electronics delivered
to the Transfer Stations from other waste and place them in separate containers as
provided by the COUNTY
46 HOURS AND DAYS OF OPERATION
The Transfer Stations and Recycling Facility will be open to the public from 600 am
until 500 pm Monday through Friday and 600 am until 1200 noon Saturday The
COUNTY reserves the right to alter the operating hours of the facilities The
FRANCillSEE and COUNTY agree to negotiate a reasonable rate adjustment if such
change in operating hours affects operating costs
47 HOLIDAYS
The CONTRACTOR will close the Transfer Stations and Recycling Facility on the
following holidays New Years Day Thanksgiving and Clumiddotistmas
Okaloosa County Transfer Contract_Final Page 17 of 52
48 COUNTY ACCESS
The CONTRACTOR shall afford reasonable access at any reasonable time to the
Transfer Stations and Recycling Facility by the COUNTY its authorized agents or public
authorities having regulatory jurisdiction over the facilities Such visits shall be
conducted in a manner so as to cause minimum interference with the performance of
CONTRACTOR s responsibilities hereunder All persons conducting such visits shall
provide appropriate identification and shall comply with CONTRACTORs established
safety rules and regulations
49 TRANSPORTATION OF ACCEPTABLE WASTE
The CONTRACTOR shall be responsible for all transportation of Acceptable Waste
except White Goods and tires once it has been accepted for disposal at the Transfer
Stations The CONTRACTOR shall transport Electronics to the COUNTY facility
designated by Authorized Representative The CONTRACTOR may transpmt
Constmction and Demolition Debris to a permitted facility of its choosing The
CONTRACTOR shall transpmt all other Acceptable Waste to the Spring Hill Regional
Landfill and shall have the duty to ensure that the transportation will be performed in
accordance with applicable regulations and will be prompt safe and efficient Upon
approval by the Authorized Representative the CONTRACTOR may transpmt
Acceptable Waste to a different permitted facility If such facility is closer to Okaloosa
County than the Spring Hill Regional Landfill the CONTRACTOR and COUNTY shall
negotiate a co=ensurate rate adjustment
410 PROCESSING OF RECYCLABLE MATERIALS
The CONTRACTOR shall be responsible for all transportation and processmg of
Recyclable Materials accepted at the Recycling Facility
411 RECORDKEEPING AND REPORTING
4111 The CONTRACTOR records required herein shall be maintained in electronic
database format utilizing Microsoft software or in a format approved by the
Okaloosa County Transfer Contract_Final Page 18 of 52
Authorized Representative The databases shall be readily available for inspection
by the COUNTY at any time during normal operating hours and information in
the records shall be shared with the COUNTY upon request
4112 The CONTRACTOR shall weigh and record all inbound and outbound vehicles
carrying materials including transfer trucks at the Fort Walton Beach Transfer
Station and Recycling Facility Each vehicle delivering waste or Recyclable
Materials shall be properly identified and authorized in a manner satisfactory to
the COUNTY and CONTRACTOR Weights of all waste and Recyclable
Materials shall be recorded in the COUNTYs WasteWorks system
4113 The weight of Acceptable Waste and Recyclable Materials shall be determined
using the weigh scales at the facility The CONTRACTOR shall at regular
intervals test the accuracy of the weigh scales such testing shall occur at least
once every ninety (90) Days The test records for the term of this Agreement shall
be kept on file in the scale house at the facility
4114 The CONTRACTOR shall maintain the original weight records that identify the
vehicles the time of weighing( s) and the tare weights of the vehicles for a period
of five (5) years after which CONTRACTOR may dispose of such records The
CONTRACTORs records so developed will be used as a basis for calculating
quantities of waste and Recyclable Materials and shall be subject to review
including spot checking by the COUNTY at its discretion on site or made
available to the COUNTY at such times as it may reasonably request Required
records in this category include but are not limited to itemized statements of the
amount of Acceptable Waste delivered to the Transfer Stations as further defmed
in Article 4
4115 The COUNTY shall be entitled to have its designated representatives at the
Transfer Stations and Recycling Facility at all times and CONTRACTOR shall
designate a suitable site for an office if required by COUNTY The COUNTY
shall further have the right to station its employees at all weigh scales to verify the
Okaloosa County Transfer Contract_Final Page 19 of52
correctness of the weight records and the CONTRACTOR shall provide
reasonable space for said employees
4116 The CONTRACTOR shall provide the Authorized Representative with its internal
tonnage report which shall include all waste delivered to the Transfer Stations
and all Recyclable Materials delivered to the Recycling Facility Tonnage shall
be broken down by material type and source of generationdelivery with all waste
and Recyclable Materials collected within the COUNTYs Franchise Area clearly
noted For Recyclable Materials collected within the COUNTYs Franchise Area
the CONTRACTOR shall provide an estimate of the breakdown of such material
by commodity Such report shall be submitted in electronic format within seven
(7) Days after the end of each month
412 TRANSITION
4121 The CONTRACTOR shall cooperate with the COUNTY or its designated
contractor during any transition period at the end of this Agreement Such
cooperation includes but is not limited to allowing site visits of the facilities by
the COUNTY or its contractor with advance notice and ensuring all facilities are
in Required Tum Back Condition pursuant to Paragraph 41
4122 The CONTRACTOR shall transfer all active facility permits for the Transfer
Stations and Recycling Facility to the COUNTY or its designated contractor as
requested by the COUNTY in a timely manner so as to avoid any disruption of
service
ARTICLES CONTRACTORS COMPENSATION
51 BASE RATE
The combined total rate for Acceptable Waste handling transportation and disposal paid
to the CONTRACTOR by the COUNTY shall be $3677 per Ton ofrep011ed and verified
waste receipts with the exception of Recyclable Materials Special Waste or
Okaloosa County Transfer Contract_Final Page20 of52
Construction and Demolition Debris managed at the facilities This rate shall take effect
on the Commencement Date of this Agreement and shall continue without adjustment
through September 30 2011
52 RATE ADJUSTMENTS
On October I 2011 and October 1 of each subsequent Contract Year of this Agreement
the CONTRACTORs base rate as provided in Paragraph 51 shall be adjusted
accmding to the following methodology as further explained in Exhibit C seventy
percent (70) of the rate shall be adjusted based on seventy-five percent (75) of the
percentage change in the CPI for the twelve (12) months ending on the preceding June
30ili and thirty percent (30) of the rate shall be adjusted based on the percent change in
the US Department of Energy Fuel Index for the previous twelve (12) months ending on
the preceding June 30ili The total rate adjustment each year may not exceed two percent
(2) of the previous years rates
53 BILLING AND PAYMENT OF CONTRACTORS FEES
531 CONTRACTOR shall keep records of all Acceptable Waste received at the
Transfer Stations as described herein
532 CONTRACTOR shall invoice the COUNTY monthly for the handling
transportation and disposal fees as set forth herein for Acceptable Waste
received at the Transfer Stations This invoice must include detailed information
regarding waste receipts including Solid Waste Bulk Waste Special Waste
Recyclable Material Unacceptable Waste and Merchant Waste in a format
approved by the Authorized Representative Only waste receipts reported using
this format and verified by the COUNTY will be paid COUNTY shall pay such
invoices within thirty (30) Days from the date of invoice or request additional
info1mation if adequate information is not provided
Okaloosa County Transfer Contract_Final Page 21 of52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS
COUNTY shall be responsible for the setting and collection of charges associated with all waste
receipts except as provided herein
61 ACCEPTABLE WASTE
The rates charged for Acceptable Waste will be as established by COUNTY Ordinance
No 00-08 and any amendments thereto If a waste load is too small to be accurately
weighed by the Transfer Stations weigh scales a flat rate shall be charged to the
customer per vehicle as established by COUNTY Ordinance No 00-08 and any
amendments thereto
62 SPECIAL WASTE
CONTRACTOR shall be responsible for setting rates associated with Special Waste
63 CONSTRUCTION AND DEMOLITION DEBRIS
CONTRACTOR shall use its best efforts to deliver a mmnnum of 1000 Tons of
Construction and Demolition Debris (CampD) per month to the Transfer Stations
collectively The COUNTY shall charge the CONTRACTOR a Ten Dollar ($1000) per
Ton host fee for all CampD material delivered to the Transfer Stations This CampD material
shall not be subject to any additional charges or Costs including tipping fees by the
COUNTY to the CONTRACTOR
64 RECYCLABLE MATERIALS
Recyclable Materials delivered by or on behalf of the COUNTY Incorporated
Municipalities or by private citizens directly or collected by the CONTRACTOR from
Commercial Business Establishments in the COUNTY will be accepted at no charge
The CONTRACTOR may negotiate Recyclable Materials processing fees with other
entities delivering such materials to the Recycling Facility
Okaloosa County Transfer Contract_ Final Page22 of52
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS
71 COUNTY RECYCLABLE MATERIALS
The CONTRACTOR shall pay the COUNTY revenue for each Ton of Recyclable
Materials delivered by or on behalf of the COUNTY to the Recycling Facility as follows
711 Each month the CONTRACTOR shall calculate the Average Market Value
(AMV) of Recyclable Materials defined as the sum of commodity prices (US
Dollar per Ton) posted on the first week of the month for the Southeast USA in
SecondaryMaterialsPricingcom and SecondaryFiberPricingcom multiplied by
the composition of the Recyclable Materials as defmed in Table 1 Exhibit D
provides an example ofthis calculation
Table 1
Composition ofRecyclable Materials and Market Indexes for Determining AMV
lVIaterial Index Description Percentale Newspaper (ONP) PSI 8 Baled FOB sellers dock 5260 Corrugated Cardboard (OCC) PSI 11 Baled FOB sellers dock 1130 Mixed Paper PSI 1 Baled FOB sellers dock 460 Aseptic Containers NIA 000 Aluminum Cans Aluminum Cans Sorted and Baled Delivered 170 Steel Cans Steel Cans Sorted and Baled Delivered 230 PET PET Baled Picked Up 460 HDPE (Natural) Natural HDPE Baled Picked Uo 090 HDPE (Colored) Colored HDPE Baled Picked Up 180 Clear Glass Flint Delivered 830 Green Glass Green Delivered 450 Brown Glass Amber Delivered 490 Contamination NIA 250
712 Each month the CONTRACTOR shall pay revenue to the COUNTY based on
the AMV equal to the total Tons of Recyclable Materials delivered by or on
behalf of the COUNTY multiplied by the revenue payment in Table 2 The
revenue payment in Column A will be in effect through March 31 2013 and that
in Column B will be in effect after that date If a Mate1ials Recovery Facility
Okaloosa County Transfer Contract_Final Page23 of52
(MRF) is developed by the CONTRACTOR within a 200 mile radius of the
COUNTY prior to March 31 2013 the revenue payment in Column B will go
into effect when such MRF becomes operational
Table 2
Per Ton Revenue Payment to COUNTY Based on AMV
Avera2e Market Value COLUMN A COLUMNB
Low Hi2h
Revenue Payment to COUNTY ($Ton)
until March 31 2013
Revenue Payment to COUNTY($Ton)
after March 31 2013 lt$8001 $9000 $2000 $2000
$9001 $10000 $2000 $2500
$10001 $11000 $2000 $3000 $11001 $12000 $2000 $3500
$12001 $13000 $2500 $4000
$13001 $14000 $3000 $4500 $14001 $15000 $3500 $5000 $15001 $16000 $4000 $5500 $16001 $17000 $4500 $6000
$17001 $18000 $5000 $6500 $18001 $19000 $5500 $7000 $19001 $20000 $6000 $7500
$20001 $21000 $6500 $8000 $21001 $22000 $7000 $8500
$22001 gt$23000 $7500 $9000
713 No later than the fifteenth (15th) Day of each month the CONTRACTOR shall
submit a Monthly Payment Report in a format approved by the Authorized
Representative for the previous calendar month detailing the calculation of each
revenue payment and the total revenue payment due to the COUNTY Said
revenue payment shall be remitted to the COUNTY within thirty (30) Days from
the end of the month for which the payment is being made
714 The CONTRACTOR may request a study to measure the composition of
Recyclable Materials utilized to calculate the AMV pursuant to Paragraph 7 1
Okaloosa County Transfer Contract_Final Page 24 of52
Table I of this Agreement such request being subject to approval by the
COUNTY If approved by the COUNTY the CONTRACTOR and COUNTY
shall jointly develop a methodology and cost estimate to conduct the composition
study The final methodology and selection of the Independent Third Party to
conduct the study must be approved by the Authorized Representative The
parties shall share equally in paying for the cost of the study Study results are
subject to final approval by the Authorized Representative Once approved
adjustments to the composition of Recyclable Materials shall become effective for
the following month and remainder of the term of the Agreement or until further
adjusted in accordance with this article
72 OTHER RECYCLABLE MATERIALS
The CONTRACTOR will remit $20 per Ton of Recyclable Material received at the
Recycling Facility that is not subject to Paragraph 71 with the exception of Recyclable
Materials not generated in Okaloosa County
ARTICLE 8 PERFORMANCE BOND
The CONTRACTOR shall furnish to the COUNTY a performance bond issued by a surety
licensed to do business in the State of Florida for the faithful performance of the Agreement and
all obligations arising hereunder The performance bond shall be made payable in favor of
Okaloosa County Florida or in lieu thereof pay to the COUNTY the sum of $200000000 A
complete bond shall be issued at least thirty (30) Days prior to the Commencement Date of this
Agreement
ARTICLE 9 LIQUIDATED DAMAGES
If the CONTRACTOR does not substantially fulfill its obligations under this Agreement the
COUNTY shall provide written notice to the CONTRACTOR of specific areas of deficiency
Examples of such deficiencies include but are not limited to the following
Okaloosa County Transfer Contract_Final Page 25 of 52
(a) Violation of environmental laws
(b) Inadequate litter control at the Transfer Stations andor the Recycling Facility Adequate
litter control is defined as minimizing litter leaving the site and the collection of off-site
and on-site litter at the end of every business day
(c) Failure to remove Solid Waste from the transfer station tipping floor in accordance with
FRANCHISEEs operating permits
(d) Other conditions created by the CONTRACTOR that could impact public health and
safety and
(e) Poor maintenance of the Transfer Stations and Recycling Facility and equipment
resulting in a poor public image of the facilities
The CONTRACTOR shall initiate reasonable steps to correct these deficiencies within seventyshy
two (72) hours of written notice If the CONTRACTOR does not initiate reasonable steps within
seventy-two (72) hours the COUNTY may at its discretion impose liquidated damages of $500
per Day until deficiencies are satisfactorily con-ected as determined by the COUNTY If the
CONTRACTOR has not con-ected these deficiencies within thirty (30) Days of receipt of written
notice the CONTRACTOR will be considered in default of the Agreement and the COUNTY
may terminate this Agreement and recover damages in the full amount of the performance bond
The COUNTY may assess liquidated damages pursuant to this Aliicle on a monthly basis and
shall at the end of each month notify the CONTRACTOR in writing of the liquidated damages
assessed and the basis for each assessment In the event the CONTRACTOR wishes to contest
such assessment(s) the CONTRACTOR shall within five (5) Days after receiving such notice
request in writing an opportunity to be heaimiddotd by the Board and present its defense to such
assessment(s)
The COUNTYs Authorized Representative shall notify the CONTRACTOR in writing of any
action taken with respect to CONTRACTORs claims and the decision of the Board will be final
Okaloosa County Transfer Contract_Final Page 26 of 52
ARTICLE 10 DEFAULT AND TERMINATION
The COUNTY may terminate this Agreement except as otherwise provided below in this
paragraph by giving CONTRACTOR fifteen (15) Days advance written notice upon the
happening of any one of the following events
(a) The CONTRACTOR fails to remedy deficiencies as noted in Article 9 within
thirty (30) Days of receipt ofwritten notice by the COUNTY
(b) The CONTRACTOR takes the benefit of any present or future insolvency statute
or shall make a general assigmnent for the benefit of creditors or file a voluntary
petition in bankruptcy or a petition or answer seeking readjustment of its
indebtedness under the Federal United States or any state thereof or consent to
the appointment or a receiver trustee or liquidator of all or substantially all of its
property or
(c) By order or decree of a court the CONTRACTOR shall be adjudged bankrupt or
an order shall be made approving a petition filed by any of its creditors or by any
of the Stockholders of the CONTRACTOR seeking its reorganization or the
readjustment of its indebtedness under federal bankrnptcy laws or under any law
of statute of the United States or of any state thereof provided that if any such
judgment is stayed or vacated within sixty ( 60) Days after the entry thereof any
notice of cancellation shall be and become null void and of no effect or
(d) By or pursuant to or under authority of any legislative act resolution or rule or
any order or decree of any cornt or government board agency or office having
jurisdiction a receiver trustee or liquidator shall take possession or control of all
or substantially all of the property of the CONTRACTOR and such possession of
control shall continue in effect for a period of sixty ( 60) Days or
(e) The CONTRACTOR shall voluntarily abandon desert or discontinue its
operation hereunder granted
Okaloosa County Transfer Contract_Final Page 27 of52
Then such shall be considered a material breach of this Agreement and the Authorized
Representative shall notify the CONTRACTOR in writing of the breach If within a period of
fifteen (15) Days the CONTRACTOR has not eliminated the conditions considered to be a
breach of contract or having so co=enced shall fail thereafter to continue with diligence the
cming thereof the Authorized Representative shall notify the Board
After these fifteen (15) Days the COUNTY can cause the CONTRACTOR to be obligated to pay
the COUNTY the amount specified in the bond and has the authority to terminate this
Agreement
ARTICLE 11 INSURANCE
111 CONTRACTORS INSURANCE
1111 The CONTRACTOR shall not co=ence any work in connection with this
Agreement until he has obtained all required insurance and such insurance has
been approved by the Okaloosa County Risk Management Director
1112 All insurance policies shall be with insurers licensed to do business in the State of
Florida and any insuring company is required to have a rnininimn rating of A
Class X in the Best Key Rating Guide published A M Best amp Co Inc
1113 All insurance shall include the interest of all entities names in and its respective
agents consultants servants and employees of each and all other interests as may
be reasonably required by Okaloosa County as Additional Insured The coverage
afforded the Additional Insured under this policy shall be primary insurance If
the Additional Insured have other insurance that is applicable to the loss such
other insurance shall be on an excess or contingent basis The amount of the
companys liability under this policy shall not be reduced by the existence of such
other insurance
Okaloosa County Transfer Contract_Final Page 28 of 52
1114 The County of Okaloosa shall be listed as Additional Insured by policy
endorsement on all insurance contracts applicable to this Agreement except
Workers Compensation and Professional Liability
1115 The County of Okaloosa shall be furnished proof of coverage by certificates of
insurance (COI) and endorsements for every applicable insurance contract
required by this Agreement The COI s and policy endorsements must be
delivered to the Autho1ized Representative not less than ten (10) Days prior to the
commencement of any and all contractual agreements between the County of
Okaloosa and the CONTRACTOR
1116 The COUNTY shall retain the right to reject all insurance contracts that do not
meet the requirement of this Agreement Further the COUNTY reserves the right
to change these insurance requirements with 60-Day notice to the
CONTRACTOR
1117 The insurance definition of Insured or Additional Insured shall include
Subcontractors Sub-subcontractors and any associated or subsidiary companies
of the CONTRACTOR which are involved and which is a part of the contract
1118 The COUNTY reserves the right at any time to require the CONTRACTOR to
provide certified copies of any insurance policies to document the insurance
coverage specified in this Agreement
1119 The designation of CONTRACTOR shall include any associated or subsidiary
company which is involved and is a part of the contract and such if any
associated or subsidiary company involved in the project must be named in the
Workers Compensation coverage
111IOAll policies shall be written so that the COUNTY will be notified of cancellation
or restrictive amendments at least thirty (30) Days prior to the effective date of
such cancellation or amendment Such notice shall be given directly to the
Authorized Representative
Okaloosa County Transfer Contract_Final Page 29 of 52
112 WORKERS COMPENSATION INSURANCE
1121 The CONTRACTOR shall secure and maintain during the life of this agreement
Workers Compensation insurance for all of his employees employed for the
project or any site connected with the work including supervision administration
or management of this project and in case any work is sublet with the approval
of the County of Okaloosa the CONTRACTOR shall require the Subcontractor
similarly to provide Workers Compensation insurance for all employees
employed at the site of the project and such evidence of insurance shall be
furnished the County of Okaloosa not less than ten (10) Days prior to the
conunencement of any and all subcontractual agreements which have been
approved by the County of Okaloosa
1122 Such insurance shall comply with the Florida Workers Compensation Law
1123 No class of employee including the CONTRACTOR himself shall be excluded
from the Workers Compensation insurance coverage The Workers
Compensation insurance shall also include Employers Liability coverage
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE
1131 The CONTRACTOR shall maintain Business Automobile Liability insurance
coverage throughout the life of this Agreement The insurance shall include
Owned Non-owned amp Hired Motor Vehicle coverage
1132 The CONTRACTOR shall carry other Conunercial General Liability insurance
against all other Bodily Injury Property Damage and Personal and Advertising
Injury exposures The coverage shall include both On- and Off-Premises
Operations Contractual Liability Board Form Property Damage and
Professional Liability
1133 All liability insurance ( other than Professional Liability) shall be written on an
occurrence basis and shall not be written on a claim-made basis If the insurance
Okaloosa County Transfer Contract~Final Page 30 of 52
is issued with an aggregate limit of liability the aggregate limit of liability shall
apply only to the locations included in this Agreement If as the result of any
claims or other reasons the available limits of insurance reduce to less than those
stated in the Limits of Liability the CONTRACTOR shall notify the Authorized
Representative in writing The CONTRACTOR shall purchase additional liability
insurance to maintain the requirements established in this Agreement Umbrella
or Excess Liability insurance can be purchased to meet the Limits of Liability
specified in this Agreement
1134 Commercial General Liability coverage shall be endorsed to include the
following
Premises - Operation Liability
Occurrence Bodily Injmy and Property Damage Liability
Independent CONTRACTORs Liability
Completed Operations and Products Liability
1135 CONTRACTOR shall agree to keep in continuous force Commercial General
Liability coverage including Completed Operations and Products Liability for two
(2) years beyond acceptance ofproject
114 LIMITS OF LIABILITY
The insurance required shall be written for not less than the following or greater if
required by law and shall include Employers liability with limits as prescribed in this
contract
LIMIT
A Workers Compensation
(1) State Statut01y
(2) Employers Liability $1000000 each accident
B Business Automobile amp Commercial $1000000 each occurrence
General Liability Insurance (A combined single limit)
C Personal and Adve1tising Injury $250000
D Pollution Liability $10000000 each occurrence
Okaloosa County Transfer Contract_Final Page 31 of 52
115 NOTICE OF CLAIMS AND LITIGATION
The CONTRACTOR agrees to report any incident or claim that results from performance
of this Agreement The COUNTY representative shall receive written notice in the form
of a detailed written repmi describing the incident or claim within ten ( 10) Days of the
CONTRACTORs knowledge In the event such incident or claim involves injury andor
property damage to a third party verbal notification shall be given the same Day the
CONTRACTOR becomes aware of the incident or claim followed by a written detailed
report within ten (10) Days of verbal notification
116 INDEMNIFICATION AND HOLD HARMLESS
To the fullest extent permitted by law CONTRACTOR shall indemnify and hold
harmless COUNTY its officers and employees from liabilities damages losses and
Costs including but not limited to reasonable attorney fees to the extent caused by the
negligence recklessness or intentional wrongful conduct of the CONTRACTOR and
other persons employed or utilized by the CONTRACTOR in the performance of this
contract
117 CERTIFICATES OF INSURANCE
1171 Certificates of insurance in duplicate indicating the job site and evidencing all
required coverage must be submitted to and approved by Okaloosa County prior
to the commencement of any of the work The certificate holder(s) shall be as
follows
Okaloosa County
602-C No1ih Pearl Street
Crestview Florida 32536
1172 All policies shall expressly require thirty (30) Days written notice to Okaloosa
County at the address set out above or the cancellations of material alterations of
such policies and the Certificates of Insurance shall so provide
Okaloosa County Transfer Contract_Final Page32 of52
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
Incorporated Municipalities means those duly Incorporated Municipalities in Okaloosa
County consisting of Cinco Bayou Crestview Destin Fort Walton Beach Laurel Hill Mary
Esther Niceville Shalimar and Valpariso
Independent Third Party means a qualified party mutually acceptable to both the COUNTY
and the CONTRACTOR
Infectious Waste means those wastes which may cause disease or may reasonably be
suspected of harboring pathogenic organisms Included are wastes resulting from the operation
of medical clinics hospitals and other facilities producing wastes which may consist of but are
not limited to diseased human and animal parts contaminated bandages pathological
specimens hypodermic needles contaminated clothing and surgical gloves
Merchant Waste means Acceptable Waste that was collected from locations outside the
COUNTY jurisdictional boundaries Merchant Waste does not include Co=ercial Waste
generated within unincorporated areas of the COUNTY or within Incorporated Municipalities
Recyclable Materials means those materials which are capable of being recycled and which
would otherwise be processed or disposed of as Solid Waste Recyclable Materials shall include
newspapers (including inse1ts ) conugated cardboard mixed paper (including brown paper bags
magazines phonebooks junk mail white and colored paper shredded paper in a bag and
paperboard) aluminum plastic containers and bottles marked with SPI codes 1-7 glass bottles
and jars tin and ferrous cans polycoated containers and other Solid Waste materials added upon
Agreement between the COUNTY and the CONTRACTOR when such materials have been
either dive1ted from the remaining Solid Waste stream or removed prior to their entry into the
remaining Solid Waste stream
Recycling Facility means the facility located adjacent to the Fort Walton Beach Transfer
Station at which Recyclable Materials are delivered for processing andor transport
Required Turn Back Condition means reasonable wear and tear co=ensurate with the time
of use and considering the CONTRACTORs responsibilities for maintenance repair and
replacement
Okaloosa County Transfer Contract_Final Page 10 of52
Solid Waste means garbage rubbish refuse trash clean debris or other similar discarded
material resulting from domestic industrial commercial mining agricultural or governmental
operations It excludes Yard Trash Bulk Waste Recyclable Materials and Special Waste
Special Waste means wastes that can require special handling and management but are not
considered Bulk Waste that are not accepted at a landfill or other disposal facility or that are
accepted at a landfill or other disposal facility at higher rates than are charged for refuse
including but not limited to wastes outlined in Exhibit A
Subcontractor shall mean a person firm or corporation other than employees of
CONTRACTOR who or which contracts with CONTRACTOR to furnish or actually furnishes
labor materials andor equipment for the Facility
Ton means a sh01i ton 2000 pounds (9078 metric tons)
Transfer Stations means the facilities currently located at 630 Martin Luther King Jr Blvd
(Fort Walton Transfer Station) and at the Baker Landfill (Baker Transfer Station) in Okaloosa
County capable of receiving Acceptable Waste for further transfer to a disposal facility for
ultimate disposition
Unacceptable Waste shall mean wastes that are not accepted for Class I disposal These
materials include Infectious Waste and Hazardous Wastes as defined above those wastes
excluded from the definition of Acceptable Wastes and materials exhibiting the following
characteristics
(a) Hazardous placards or markings
(b) Liquids
( c) Powders or dusts
(d) Drums or commercial size containers
( e) Chemical odors
Other unacceptable materials include
(a) Asbestos containing wastes
(b) Ash
Okaloosa County Transfer Contract_Final Page 11 of52
( c) Fluorescent light bulbs
( d) Mercury containing devices
(e) Whole tires
(f) Liquid Wastes
White Goods means discarded washers dryers refrigerators ranges microwave ovens water
heaters freezers small air conditioning units and other similar domestic large appliances
Yard Trash means vegetative matter resulting from landscaping maintenance including
accumulation of lawn grass shrubbery cuttings or clippings and dry leaf rakings palm fronds
small tree branches bushes or shrubs green leaf cuttings fruits or other matter usually created
as refuse in the care of lawns and yards Yard Trash does not include treated wood or any form
of matter or debris resulting from tree removal land clearing land development building
demolition home improvement or waste generated by tree surgeons
ARTICLE 2 CONTRACT PURPOSE AND TERM
21 PURPOSE
The pmpose of this Agreement is to establish the terms and conditions under which
CONTRACTOR shall manage operate and maintain the Transfer Stations
22 EFFECTIVE DATE AND COMMENCEMENT DATE
This Agreement shall become effective when executed by the paities or when the Board
adopts the Ordinance establishing the rates specified herein whichever later occurs The
Commencement Date of service shall be the first Day of the month following the
Effective Date of this Agreement
Okaloosa County Transfer Contract_Final Page 12 of52
23 TERM
The term of this Agreement shall commence on the Effective Date and end on March 31
2016 The term of this Agreement may be renewed for one (1) additional term of five (5)
years commencing at the end of the initial te1m by mutual agreement of the parties
ARTICLE 3 COUNTY RESPONSIBILITIES
31 DELIVERY OF ACCEPTABLE WASTE
The COUNTY or others authorized by the COUNTY shall deliver Acceptable Waste to
the Transfer Stations and Recyclable Materials to the Recycling Facility
32 MANNER OF DELIVERIES
The COUNTY shall grant to CONTRACTOR reasonable authority to deny admission to
the Transfer Stations of any vehicle carrying refuse which may leak spill or allow waste
to be blown or scattered about the Transfer Stations before unloading at the site
33 COOPERATION
COUNTY shall cooperate with CONTRACTOR in CONTRACTORs efforts to obtain
and renew all required permits licenses and approvals shall not appear as an objector in
any proceeding to consider the granting or renewal of such permits licenses or approvals
and shall promptly and reasonably consider any applications by CONTRACTOR
ARTICLE 4 CONTRACTOR RESPONSIBILITIES
41 OWNERSHIP AND TRANSFER OF OWNERSHIP
411 Throughout the full term of this Agreement the CONTRACTOR shall retain
ownership of the Transfer Stations and Recycling Facility At the conclusion of
the full term of the Agreement or in the event of CONTRACTOR default and
Okaloosa County Transfer Contract_Final Page 13 of52
termination by the COUNTY the Baker Transfer Station and all real property at
the Fort Walton Beach Transfer Station and Recycling Facility will be wholly
owned by the COUNTY and CONTRACTOR shall convey in Required Tum
Back Condition good and marketable title to the same to the COUNTY free and
clear of all liens or other encumbrances For the purposes of this Agreement real
property means the Fort Walton Beach Transfer Station and Recycling Facility
property as defined by the warranty deeds in Exhibit B and all physical buildings
and structures thereon including all equipment and fixtures with the exception of
rolling stock
412 In order to establish the Required Turn Back Condition of all real property at the
Transfer Stations and Recycling Facility and the need for repairs or replacements
if any the COUNTY and the CONTRACTOR shall conduct a joint inspection(s)
of the Facilities sites and buildings to include the utilities no later than thirty
(30) Days after the Effective Date of this Agreement The COUNTY and the
CONTRACTOR shall develop a list of any necessary repairs or replacements that
the CONTRACTOR is responsible for paying for andor performing such repairs
or replacements and establish a schedule for completing such work The
condition of the Facilities sites and buildings following completion of such
repairs and replacements shall be the Required Tum Back Condition allowing for
normal wear and tear commensurate with the time of use and considering the
CONTRACTORs responsibilities for maintenance repair and replacement
413 The CONTRACTOR shall maintain and convey at the conclusion of the full term
of this Agreement all real property at the Transfer Stations and Recycling Facility
to the COUNTY in Required Turn Back Condition The COUNTY shall notify
the CONTRACTOR of any deficiencies in the Required Tum Back Condition
and CONTRACTOR shall remedy such deficiencies
42 CAPITAL IMPROVEMENTS
The CONTRACTOR shall be solely responsible for the cost of all capital improvements
to the Transfer Stations and Recycling Facility
Okaloosa County Transfer Contract_Final Page 14 of 52
43 PERMITTING AND COMPLIANCE
The CONTRACTOR shall be responsible for obtaining and maintaining permits
approvals and licenses as are requrred for the operation of the Transfer Stations and
Recycling Facility CONTRACTOR shall operate the facilities in compliance with all
requirements of Federal State and local laws rules ordinances and regulations
applicable to the management of such facilities and as contained in the permits issued
relative to the facilities CONTRACTOR and the COUNTY agree to cooperate fully with
one another within reason in all efforts undertaken pursuant to this paragraph The
CONTRACTOR shall be responsible at its sole cost for the payment of all fines
penalties and citations that the CONTRACTOR may incur
44 ACCEPTANCE OF WASTE
In accordance with applicable operational protocol established by the CONTRACTOR
and with the approval of the COUNTY CONTRACTOR shall provide operate and
maintain facilities for the receipt of Acceptable Waste brought to the Transfer Stations
441 Acceptable Waste The CONTRACTOR shall process Acceptable Waste received
at the Transfer Stations in accordance with applicable Federal State and local
regulations and in a manner which would not be likely to pose a threat to public
health and safety
442 Special Waste CONTRACTOR shall implement a program to identify and
manage Special Waste Any testing or additional charges for the receipt handling
and disposal of Special Waste shall be as agreed between the CONTRACTOR
and the generator or transpmier of the Special Waste
443 Unacceptable Waste The CONTRACTOR shall exercise its best efforts to avoid
the acceptance of Unacceptable Waste at the Transfer Stations The
CONTRACTOR shall process Unacceptable Waste received at the Transfer
Stations in accordance with applicable Federal State and local laws rules
ordinances and regulations and in a manner which would not be likely to pose a
threat to public health and safety The CONTRACTOR shall indemnify the
Okaloosa County Transfer Contract_Final Page 15 of 52
COUNTY for any liability claim or damages imposed as a consequence of
CONTRACTORs failure to process such material in accordance with applicable
Federal State or local regulations Any testing required or additional charges
imposed for the receipt handling and disposal of Special Waste shall be as agreed
between the CONTRACTOR and the generator or transporter of the Unacceptable
Waste
45 OPERATING REQUIREMENTS
451 The CONTRACTOR will provide at CONTRACTORs expense all the utilities
used in operating the Transfer Stations and Recycling Facility At the Baker
Transfer Station the CONTRACTOR shall pre-treat leachate to a pH between 60
and 85 The COUNTY shall transport the treated leachate for further treatment
and disposal
452 The CONTRACTOR shall be responsible for the maintenance and repair of all
real property at the Transfer Stations and Recycling Facility in accordance with
industry and operational standards It shall also be the CONTRACTORs
responsibility to replace all or part of the property fixtures machinery
improvements and equipment as required to maintain the operation and
performance of the Transfer Stations and Recycling Facility including facility
expansion necessary to accommodate increased throughput The CONTRACTOR
shall maintain and or replace as appropriate all rolling stock utilized by the
CONTRACTOR in performance of this Agreement
453 The CONTRACTOR shall specifically establish a procedure for monitoring the
wear on the waste receiving floors and shall establish a repair procedure before
the wear has progressed to the point that further wear could jeopardize the
renewal of the floor surface or involve replacement of the steel reinforcement in
the floor The floor shall be resurfaced by the CONTRACTOR at least once
during the te1m ofthis Agreement
Okaloosa County Transfer Contract_Final Page 16 of 52
454 The CONTRACTOR shall remove Solid Waste from the transfer station tipping
floors in accordance with its operating permits
455 The CONTRACTOR shall operate the facilities to allow for a turnaround time of
not greater than twenty (20) minutes for vehicles delivering waste or Recyclable
Materials
456 The Transfer Stations and Recycling Facility will be maintained in a neat clean
and attractive manner consistent with its function and present a positive public
appearance
457 The CONTRACTOR shall control litter at the Transfer Stations and Recycling
Facility sites Adequate litter control is defined as minimizing litter leaving the
site and the collection of off-site and on-site litter at the end of eve1y business
day
458 The CONTRACTOR shall separate tires White Goods and Electronics delivered
to the Transfer Stations from other waste and place them in separate containers as
provided by the COUNTY
46 HOURS AND DAYS OF OPERATION
The Transfer Stations and Recycling Facility will be open to the public from 600 am
until 500 pm Monday through Friday and 600 am until 1200 noon Saturday The
COUNTY reserves the right to alter the operating hours of the facilities The
FRANCillSEE and COUNTY agree to negotiate a reasonable rate adjustment if such
change in operating hours affects operating costs
47 HOLIDAYS
The CONTRACTOR will close the Transfer Stations and Recycling Facility on the
following holidays New Years Day Thanksgiving and Clumiddotistmas
Okaloosa County Transfer Contract_Final Page 17 of 52
48 COUNTY ACCESS
The CONTRACTOR shall afford reasonable access at any reasonable time to the
Transfer Stations and Recycling Facility by the COUNTY its authorized agents or public
authorities having regulatory jurisdiction over the facilities Such visits shall be
conducted in a manner so as to cause minimum interference with the performance of
CONTRACTOR s responsibilities hereunder All persons conducting such visits shall
provide appropriate identification and shall comply with CONTRACTORs established
safety rules and regulations
49 TRANSPORTATION OF ACCEPTABLE WASTE
The CONTRACTOR shall be responsible for all transportation of Acceptable Waste
except White Goods and tires once it has been accepted for disposal at the Transfer
Stations The CONTRACTOR shall transport Electronics to the COUNTY facility
designated by Authorized Representative The CONTRACTOR may transpmt
Constmction and Demolition Debris to a permitted facility of its choosing The
CONTRACTOR shall transpmt all other Acceptable Waste to the Spring Hill Regional
Landfill and shall have the duty to ensure that the transportation will be performed in
accordance with applicable regulations and will be prompt safe and efficient Upon
approval by the Authorized Representative the CONTRACTOR may transpmt
Acceptable Waste to a different permitted facility If such facility is closer to Okaloosa
County than the Spring Hill Regional Landfill the CONTRACTOR and COUNTY shall
negotiate a co=ensurate rate adjustment
410 PROCESSING OF RECYCLABLE MATERIALS
The CONTRACTOR shall be responsible for all transportation and processmg of
Recyclable Materials accepted at the Recycling Facility
411 RECORDKEEPING AND REPORTING
4111 The CONTRACTOR records required herein shall be maintained in electronic
database format utilizing Microsoft software or in a format approved by the
Okaloosa County Transfer Contract_Final Page 18 of 52
Authorized Representative The databases shall be readily available for inspection
by the COUNTY at any time during normal operating hours and information in
the records shall be shared with the COUNTY upon request
4112 The CONTRACTOR shall weigh and record all inbound and outbound vehicles
carrying materials including transfer trucks at the Fort Walton Beach Transfer
Station and Recycling Facility Each vehicle delivering waste or Recyclable
Materials shall be properly identified and authorized in a manner satisfactory to
the COUNTY and CONTRACTOR Weights of all waste and Recyclable
Materials shall be recorded in the COUNTYs WasteWorks system
4113 The weight of Acceptable Waste and Recyclable Materials shall be determined
using the weigh scales at the facility The CONTRACTOR shall at regular
intervals test the accuracy of the weigh scales such testing shall occur at least
once every ninety (90) Days The test records for the term of this Agreement shall
be kept on file in the scale house at the facility
4114 The CONTRACTOR shall maintain the original weight records that identify the
vehicles the time of weighing( s) and the tare weights of the vehicles for a period
of five (5) years after which CONTRACTOR may dispose of such records The
CONTRACTORs records so developed will be used as a basis for calculating
quantities of waste and Recyclable Materials and shall be subject to review
including spot checking by the COUNTY at its discretion on site or made
available to the COUNTY at such times as it may reasonably request Required
records in this category include but are not limited to itemized statements of the
amount of Acceptable Waste delivered to the Transfer Stations as further defmed
in Article 4
4115 The COUNTY shall be entitled to have its designated representatives at the
Transfer Stations and Recycling Facility at all times and CONTRACTOR shall
designate a suitable site for an office if required by COUNTY The COUNTY
shall further have the right to station its employees at all weigh scales to verify the
Okaloosa County Transfer Contract_Final Page 19 of52
correctness of the weight records and the CONTRACTOR shall provide
reasonable space for said employees
4116 The CONTRACTOR shall provide the Authorized Representative with its internal
tonnage report which shall include all waste delivered to the Transfer Stations
and all Recyclable Materials delivered to the Recycling Facility Tonnage shall
be broken down by material type and source of generationdelivery with all waste
and Recyclable Materials collected within the COUNTYs Franchise Area clearly
noted For Recyclable Materials collected within the COUNTYs Franchise Area
the CONTRACTOR shall provide an estimate of the breakdown of such material
by commodity Such report shall be submitted in electronic format within seven
(7) Days after the end of each month
412 TRANSITION
4121 The CONTRACTOR shall cooperate with the COUNTY or its designated
contractor during any transition period at the end of this Agreement Such
cooperation includes but is not limited to allowing site visits of the facilities by
the COUNTY or its contractor with advance notice and ensuring all facilities are
in Required Tum Back Condition pursuant to Paragraph 41
4122 The CONTRACTOR shall transfer all active facility permits for the Transfer
Stations and Recycling Facility to the COUNTY or its designated contractor as
requested by the COUNTY in a timely manner so as to avoid any disruption of
service
ARTICLES CONTRACTORS COMPENSATION
51 BASE RATE
The combined total rate for Acceptable Waste handling transportation and disposal paid
to the CONTRACTOR by the COUNTY shall be $3677 per Ton ofrep011ed and verified
waste receipts with the exception of Recyclable Materials Special Waste or
Okaloosa County Transfer Contract_Final Page20 of52
Construction and Demolition Debris managed at the facilities This rate shall take effect
on the Commencement Date of this Agreement and shall continue without adjustment
through September 30 2011
52 RATE ADJUSTMENTS
On October I 2011 and October 1 of each subsequent Contract Year of this Agreement
the CONTRACTORs base rate as provided in Paragraph 51 shall be adjusted
accmding to the following methodology as further explained in Exhibit C seventy
percent (70) of the rate shall be adjusted based on seventy-five percent (75) of the
percentage change in the CPI for the twelve (12) months ending on the preceding June
30ili and thirty percent (30) of the rate shall be adjusted based on the percent change in
the US Department of Energy Fuel Index for the previous twelve (12) months ending on
the preceding June 30ili The total rate adjustment each year may not exceed two percent
(2) of the previous years rates
53 BILLING AND PAYMENT OF CONTRACTORS FEES
531 CONTRACTOR shall keep records of all Acceptable Waste received at the
Transfer Stations as described herein
532 CONTRACTOR shall invoice the COUNTY monthly for the handling
transportation and disposal fees as set forth herein for Acceptable Waste
received at the Transfer Stations This invoice must include detailed information
regarding waste receipts including Solid Waste Bulk Waste Special Waste
Recyclable Material Unacceptable Waste and Merchant Waste in a format
approved by the Authorized Representative Only waste receipts reported using
this format and verified by the COUNTY will be paid COUNTY shall pay such
invoices within thirty (30) Days from the date of invoice or request additional
info1mation if adequate information is not provided
Okaloosa County Transfer Contract_Final Page 21 of52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS
COUNTY shall be responsible for the setting and collection of charges associated with all waste
receipts except as provided herein
61 ACCEPTABLE WASTE
The rates charged for Acceptable Waste will be as established by COUNTY Ordinance
No 00-08 and any amendments thereto If a waste load is too small to be accurately
weighed by the Transfer Stations weigh scales a flat rate shall be charged to the
customer per vehicle as established by COUNTY Ordinance No 00-08 and any
amendments thereto
62 SPECIAL WASTE
CONTRACTOR shall be responsible for setting rates associated with Special Waste
63 CONSTRUCTION AND DEMOLITION DEBRIS
CONTRACTOR shall use its best efforts to deliver a mmnnum of 1000 Tons of
Construction and Demolition Debris (CampD) per month to the Transfer Stations
collectively The COUNTY shall charge the CONTRACTOR a Ten Dollar ($1000) per
Ton host fee for all CampD material delivered to the Transfer Stations This CampD material
shall not be subject to any additional charges or Costs including tipping fees by the
COUNTY to the CONTRACTOR
64 RECYCLABLE MATERIALS
Recyclable Materials delivered by or on behalf of the COUNTY Incorporated
Municipalities or by private citizens directly or collected by the CONTRACTOR from
Commercial Business Establishments in the COUNTY will be accepted at no charge
The CONTRACTOR may negotiate Recyclable Materials processing fees with other
entities delivering such materials to the Recycling Facility
Okaloosa County Transfer Contract_ Final Page22 of52
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS
71 COUNTY RECYCLABLE MATERIALS
The CONTRACTOR shall pay the COUNTY revenue for each Ton of Recyclable
Materials delivered by or on behalf of the COUNTY to the Recycling Facility as follows
711 Each month the CONTRACTOR shall calculate the Average Market Value
(AMV) of Recyclable Materials defined as the sum of commodity prices (US
Dollar per Ton) posted on the first week of the month for the Southeast USA in
SecondaryMaterialsPricingcom and SecondaryFiberPricingcom multiplied by
the composition of the Recyclable Materials as defmed in Table 1 Exhibit D
provides an example ofthis calculation
Table 1
Composition ofRecyclable Materials and Market Indexes for Determining AMV
lVIaterial Index Description Percentale Newspaper (ONP) PSI 8 Baled FOB sellers dock 5260 Corrugated Cardboard (OCC) PSI 11 Baled FOB sellers dock 1130 Mixed Paper PSI 1 Baled FOB sellers dock 460 Aseptic Containers NIA 000 Aluminum Cans Aluminum Cans Sorted and Baled Delivered 170 Steel Cans Steel Cans Sorted and Baled Delivered 230 PET PET Baled Picked Up 460 HDPE (Natural) Natural HDPE Baled Picked Uo 090 HDPE (Colored) Colored HDPE Baled Picked Up 180 Clear Glass Flint Delivered 830 Green Glass Green Delivered 450 Brown Glass Amber Delivered 490 Contamination NIA 250
712 Each month the CONTRACTOR shall pay revenue to the COUNTY based on
the AMV equal to the total Tons of Recyclable Materials delivered by or on
behalf of the COUNTY multiplied by the revenue payment in Table 2 The
revenue payment in Column A will be in effect through March 31 2013 and that
in Column B will be in effect after that date If a Mate1ials Recovery Facility
Okaloosa County Transfer Contract_Final Page23 of52
(MRF) is developed by the CONTRACTOR within a 200 mile radius of the
COUNTY prior to March 31 2013 the revenue payment in Column B will go
into effect when such MRF becomes operational
Table 2
Per Ton Revenue Payment to COUNTY Based on AMV
Avera2e Market Value COLUMN A COLUMNB
Low Hi2h
Revenue Payment to COUNTY ($Ton)
until March 31 2013
Revenue Payment to COUNTY($Ton)
after March 31 2013 lt$8001 $9000 $2000 $2000
$9001 $10000 $2000 $2500
$10001 $11000 $2000 $3000 $11001 $12000 $2000 $3500
$12001 $13000 $2500 $4000
$13001 $14000 $3000 $4500 $14001 $15000 $3500 $5000 $15001 $16000 $4000 $5500 $16001 $17000 $4500 $6000
$17001 $18000 $5000 $6500 $18001 $19000 $5500 $7000 $19001 $20000 $6000 $7500
$20001 $21000 $6500 $8000 $21001 $22000 $7000 $8500
$22001 gt$23000 $7500 $9000
713 No later than the fifteenth (15th) Day of each month the CONTRACTOR shall
submit a Monthly Payment Report in a format approved by the Authorized
Representative for the previous calendar month detailing the calculation of each
revenue payment and the total revenue payment due to the COUNTY Said
revenue payment shall be remitted to the COUNTY within thirty (30) Days from
the end of the month for which the payment is being made
714 The CONTRACTOR may request a study to measure the composition of
Recyclable Materials utilized to calculate the AMV pursuant to Paragraph 7 1
Okaloosa County Transfer Contract_Final Page 24 of52
Table I of this Agreement such request being subject to approval by the
COUNTY If approved by the COUNTY the CONTRACTOR and COUNTY
shall jointly develop a methodology and cost estimate to conduct the composition
study The final methodology and selection of the Independent Third Party to
conduct the study must be approved by the Authorized Representative The
parties shall share equally in paying for the cost of the study Study results are
subject to final approval by the Authorized Representative Once approved
adjustments to the composition of Recyclable Materials shall become effective for
the following month and remainder of the term of the Agreement or until further
adjusted in accordance with this article
72 OTHER RECYCLABLE MATERIALS
The CONTRACTOR will remit $20 per Ton of Recyclable Material received at the
Recycling Facility that is not subject to Paragraph 71 with the exception of Recyclable
Materials not generated in Okaloosa County
ARTICLE 8 PERFORMANCE BOND
The CONTRACTOR shall furnish to the COUNTY a performance bond issued by a surety
licensed to do business in the State of Florida for the faithful performance of the Agreement and
all obligations arising hereunder The performance bond shall be made payable in favor of
Okaloosa County Florida or in lieu thereof pay to the COUNTY the sum of $200000000 A
complete bond shall be issued at least thirty (30) Days prior to the Commencement Date of this
Agreement
ARTICLE 9 LIQUIDATED DAMAGES
If the CONTRACTOR does not substantially fulfill its obligations under this Agreement the
COUNTY shall provide written notice to the CONTRACTOR of specific areas of deficiency
Examples of such deficiencies include but are not limited to the following
Okaloosa County Transfer Contract_Final Page 25 of 52
(a) Violation of environmental laws
(b) Inadequate litter control at the Transfer Stations andor the Recycling Facility Adequate
litter control is defined as minimizing litter leaving the site and the collection of off-site
and on-site litter at the end of every business day
(c) Failure to remove Solid Waste from the transfer station tipping floor in accordance with
FRANCHISEEs operating permits
(d) Other conditions created by the CONTRACTOR that could impact public health and
safety and
(e) Poor maintenance of the Transfer Stations and Recycling Facility and equipment
resulting in a poor public image of the facilities
The CONTRACTOR shall initiate reasonable steps to correct these deficiencies within seventyshy
two (72) hours of written notice If the CONTRACTOR does not initiate reasonable steps within
seventy-two (72) hours the COUNTY may at its discretion impose liquidated damages of $500
per Day until deficiencies are satisfactorily con-ected as determined by the COUNTY If the
CONTRACTOR has not con-ected these deficiencies within thirty (30) Days of receipt of written
notice the CONTRACTOR will be considered in default of the Agreement and the COUNTY
may terminate this Agreement and recover damages in the full amount of the performance bond
The COUNTY may assess liquidated damages pursuant to this Aliicle on a monthly basis and
shall at the end of each month notify the CONTRACTOR in writing of the liquidated damages
assessed and the basis for each assessment In the event the CONTRACTOR wishes to contest
such assessment(s) the CONTRACTOR shall within five (5) Days after receiving such notice
request in writing an opportunity to be heaimiddotd by the Board and present its defense to such
assessment(s)
The COUNTYs Authorized Representative shall notify the CONTRACTOR in writing of any
action taken with respect to CONTRACTORs claims and the decision of the Board will be final
Okaloosa County Transfer Contract_Final Page 26 of 52
ARTICLE 10 DEFAULT AND TERMINATION
The COUNTY may terminate this Agreement except as otherwise provided below in this
paragraph by giving CONTRACTOR fifteen (15) Days advance written notice upon the
happening of any one of the following events
(a) The CONTRACTOR fails to remedy deficiencies as noted in Article 9 within
thirty (30) Days of receipt ofwritten notice by the COUNTY
(b) The CONTRACTOR takes the benefit of any present or future insolvency statute
or shall make a general assigmnent for the benefit of creditors or file a voluntary
petition in bankruptcy or a petition or answer seeking readjustment of its
indebtedness under the Federal United States or any state thereof or consent to
the appointment or a receiver trustee or liquidator of all or substantially all of its
property or
(c) By order or decree of a court the CONTRACTOR shall be adjudged bankrupt or
an order shall be made approving a petition filed by any of its creditors or by any
of the Stockholders of the CONTRACTOR seeking its reorganization or the
readjustment of its indebtedness under federal bankrnptcy laws or under any law
of statute of the United States or of any state thereof provided that if any such
judgment is stayed or vacated within sixty ( 60) Days after the entry thereof any
notice of cancellation shall be and become null void and of no effect or
(d) By or pursuant to or under authority of any legislative act resolution or rule or
any order or decree of any cornt or government board agency or office having
jurisdiction a receiver trustee or liquidator shall take possession or control of all
or substantially all of the property of the CONTRACTOR and such possession of
control shall continue in effect for a period of sixty ( 60) Days or
(e) The CONTRACTOR shall voluntarily abandon desert or discontinue its
operation hereunder granted
Okaloosa County Transfer Contract_Final Page 27 of52
Then such shall be considered a material breach of this Agreement and the Authorized
Representative shall notify the CONTRACTOR in writing of the breach If within a period of
fifteen (15) Days the CONTRACTOR has not eliminated the conditions considered to be a
breach of contract or having so co=enced shall fail thereafter to continue with diligence the
cming thereof the Authorized Representative shall notify the Board
After these fifteen (15) Days the COUNTY can cause the CONTRACTOR to be obligated to pay
the COUNTY the amount specified in the bond and has the authority to terminate this
Agreement
ARTICLE 11 INSURANCE
111 CONTRACTORS INSURANCE
1111 The CONTRACTOR shall not co=ence any work in connection with this
Agreement until he has obtained all required insurance and such insurance has
been approved by the Okaloosa County Risk Management Director
1112 All insurance policies shall be with insurers licensed to do business in the State of
Florida and any insuring company is required to have a rnininimn rating of A
Class X in the Best Key Rating Guide published A M Best amp Co Inc
1113 All insurance shall include the interest of all entities names in and its respective
agents consultants servants and employees of each and all other interests as may
be reasonably required by Okaloosa County as Additional Insured The coverage
afforded the Additional Insured under this policy shall be primary insurance If
the Additional Insured have other insurance that is applicable to the loss such
other insurance shall be on an excess or contingent basis The amount of the
companys liability under this policy shall not be reduced by the existence of such
other insurance
Okaloosa County Transfer Contract_Final Page 28 of 52
1114 The County of Okaloosa shall be listed as Additional Insured by policy
endorsement on all insurance contracts applicable to this Agreement except
Workers Compensation and Professional Liability
1115 The County of Okaloosa shall be furnished proof of coverage by certificates of
insurance (COI) and endorsements for every applicable insurance contract
required by this Agreement The COI s and policy endorsements must be
delivered to the Autho1ized Representative not less than ten (10) Days prior to the
commencement of any and all contractual agreements between the County of
Okaloosa and the CONTRACTOR
1116 The COUNTY shall retain the right to reject all insurance contracts that do not
meet the requirement of this Agreement Further the COUNTY reserves the right
to change these insurance requirements with 60-Day notice to the
CONTRACTOR
1117 The insurance definition of Insured or Additional Insured shall include
Subcontractors Sub-subcontractors and any associated or subsidiary companies
of the CONTRACTOR which are involved and which is a part of the contract
1118 The COUNTY reserves the right at any time to require the CONTRACTOR to
provide certified copies of any insurance policies to document the insurance
coverage specified in this Agreement
1119 The designation of CONTRACTOR shall include any associated or subsidiary
company which is involved and is a part of the contract and such if any
associated or subsidiary company involved in the project must be named in the
Workers Compensation coverage
111IOAll policies shall be written so that the COUNTY will be notified of cancellation
or restrictive amendments at least thirty (30) Days prior to the effective date of
such cancellation or amendment Such notice shall be given directly to the
Authorized Representative
Okaloosa County Transfer Contract_Final Page 29 of 52
112 WORKERS COMPENSATION INSURANCE
1121 The CONTRACTOR shall secure and maintain during the life of this agreement
Workers Compensation insurance for all of his employees employed for the
project or any site connected with the work including supervision administration
or management of this project and in case any work is sublet with the approval
of the County of Okaloosa the CONTRACTOR shall require the Subcontractor
similarly to provide Workers Compensation insurance for all employees
employed at the site of the project and such evidence of insurance shall be
furnished the County of Okaloosa not less than ten (10) Days prior to the
conunencement of any and all subcontractual agreements which have been
approved by the County of Okaloosa
1122 Such insurance shall comply with the Florida Workers Compensation Law
1123 No class of employee including the CONTRACTOR himself shall be excluded
from the Workers Compensation insurance coverage The Workers
Compensation insurance shall also include Employers Liability coverage
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE
1131 The CONTRACTOR shall maintain Business Automobile Liability insurance
coverage throughout the life of this Agreement The insurance shall include
Owned Non-owned amp Hired Motor Vehicle coverage
1132 The CONTRACTOR shall carry other Conunercial General Liability insurance
against all other Bodily Injury Property Damage and Personal and Advertising
Injury exposures The coverage shall include both On- and Off-Premises
Operations Contractual Liability Board Form Property Damage and
Professional Liability
1133 All liability insurance ( other than Professional Liability) shall be written on an
occurrence basis and shall not be written on a claim-made basis If the insurance
Okaloosa County Transfer Contract~Final Page 30 of 52
is issued with an aggregate limit of liability the aggregate limit of liability shall
apply only to the locations included in this Agreement If as the result of any
claims or other reasons the available limits of insurance reduce to less than those
stated in the Limits of Liability the CONTRACTOR shall notify the Authorized
Representative in writing The CONTRACTOR shall purchase additional liability
insurance to maintain the requirements established in this Agreement Umbrella
or Excess Liability insurance can be purchased to meet the Limits of Liability
specified in this Agreement
1134 Commercial General Liability coverage shall be endorsed to include the
following
Premises - Operation Liability
Occurrence Bodily Injmy and Property Damage Liability
Independent CONTRACTORs Liability
Completed Operations and Products Liability
1135 CONTRACTOR shall agree to keep in continuous force Commercial General
Liability coverage including Completed Operations and Products Liability for two
(2) years beyond acceptance ofproject
114 LIMITS OF LIABILITY
The insurance required shall be written for not less than the following or greater if
required by law and shall include Employers liability with limits as prescribed in this
contract
LIMIT
A Workers Compensation
(1) State Statut01y
(2) Employers Liability $1000000 each accident
B Business Automobile amp Commercial $1000000 each occurrence
General Liability Insurance (A combined single limit)
C Personal and Adve1tising Injury $250000
D Pollution Liability $10000000 each occurrence
Okaloosa County Transfer Contract_Final Page 31 of 52
115 NOTICE OF CLAIMS AND LITIGATION
The CONTRACTOR agrees to report any incident or claim that results from performance
of this Agreement The COUNTY representative shall receive written notice in the form
of a detailed written repmi describing the incident or claim within ten ( 10) Days of the
CONTRACTORs knowledge In the event such incident or claim involves injury andor
property damage to a third party verbal notification shall be given the same Day the
CONTRACTOR becomes aware of the incident or claim followed by a written detailed
report within ten (10) Days of verbal notification
116 INDEMNIFICATION AND HOLD HARMLESS
To the fullest extent permitted by law CONTRACTOR shall indemnify and hold
harmless COUNTY its officers and employees from liabilities damages losses and
Costs including but not limited to reasonable attorney fees to the extent caused by the
negligence recklessness or intentional wrongful conduct of the CONTRACTOR and
other persons employed or utilized by the CONTRACTOR in the performance of this
contract
117 CERTIFICATES OF INSURANCE
1171 Certificates of insurance in duplicate indicating the job site and evidencing all
required coverage must be submitted to and approved by Okaloosa County prior
to the commencement of any of the work The certificate holder(s) shall be as
follows
Okaloosa County
602-C No1ih Pearl Street
Crestview Florida 32536
1172 All policies shall expressly require thirty (30) Days written notice to Okaloosa
County at the address set out above or the cancellations of material alterations of
such policies and the Certificates of Insurance shall so provide
Okaloosa County Transfer Contract_Final Page32 of52
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
Solid Waste means garbage rubbish refuse trash clean debris or other similar discarded
material resulting from domestic industrial commercial mining agricultural or governmental
operations It excludes Yard Trash Bulk Waste Recyclable Materials and Special Waste
Special Waste means wastes that can require special handling and management but are not
considered Bulk Waste that are not accepted at a landfill or other disposal facility or that are
accepted at a landfill or other disposal facility at higher rates than are charged for refuse
including but not limited to wastes outlined in Exhibit A
Subcontractor shall mean a person firm or corporation other than employees of
CONTRACTOR who or which contracts with CONTRACTOR to furnish or actually furnishes
labor materials andor equipment for the Facility
Ton means a sh01i ton 2000 pounds (9078 metric tons)
Transfer Stations means the facilities currently located at 630 Martin Luther King Jr Blvd
(Fort Walton Transfer Station) and at the Baker Landfill (Baker Transfer Station) in Okaloosa
County capable of receiving Acceptable Waste for further transfer to a disposal facility for
ultimate disposition
Unacceptable Waste shall mean wastes that are not accepted for Class I disposal These
materials include Infectious Waste and Hazardous Wastes as defined above those wastes
excluded from the definition of Acceptable Wastes and materials exhibiting the following
characteristics
(a) Hazardous placards or markings
(b) Liquids
( c) Powders or dusts
(d) Drums or commercial size containers
( e) Chemical odors
Other unacceptable materials include
(a) Asbestos containing wastes
(b) Ash
Okaloosa County Transfer Contract_Final Page 11 of52
( c) Fluorescent light bulbs
( d) Mercury containing devices
(e) Whole tires
(f) Liquid Wastes
White Goods means discarded washers dryers refrigerators ranges microwave ovens water
heaters freezers small air conditioning units and other similar domestic large appliances
Yard Trash means vegetative matter resulting from landscaping maintenance including
accumulation of lawn grass shrubbery cuttings or clippings and dry leaf rakings palm fronds
small tree branches bushes or shrubs green leaf cuttings fruits or other matter usually created
as refuse in the care of lawns and yards Yard Trash does not include treated wood or any form
of matter or debris resulting from tree removal land clearing land development building
demolition home improvement or waste generated by tree surgeons
ARTICLE 2 CONTRACT PURPOSE AND TERM
21 PURPOSE
The pmpose of this Agreement is to establish the terms and conditions under which
CONTRACTOR shall manage operate and maintain the Transfer Stations
22 EFFECTIVE DATE AND COMMENCEMENT DATE
This Agreement shall become effective when executed by the paities or when the Board
adopts the Ordinance establishing the rates specified herein whichever later occurs The
Commencement Date of service shall be the first Day of the month following the
Effective Date of this Agreement
Okaloosa County Transfer Contract_Final Page 12 of52
23 TERM
The term of this Agreement shall commence on the Effective Date and end on March 31
2016 The term of this Agreement may be renewed for one (1) additional term of five (5)
years commencing at the end of the initial te1m by mutual agreement of the parties
ARTICLE 3 COUNTY RESPONSIBILITIES
31 DELIVERY OF ACCEPTABLE WASTE
The COUNTY or others authorized by the COUNTY shall deliver Acceptable Waste to
the Transfer Stations and Recyclable Materials to the Recycling Facility
32 MANNER OF DELIVERIES
The COUNTY shall grant to CONTRACTOR reasonable authority to deny admission to
the Transfer Stations of any vehicle carrying refuse which may leak spill or allow waste
to be blown or scattered about the Transfer Stations before unloading at the site
33 COOPERATION
COUNTY shall cooperate with CONTRACTOR in CONTRACTORs efforts to obtain
and renew all required permits licenses and approvals shall not appear as an objector in
any proceeding to consider the granting or renewal of such permits licenses or approvals
and shall promptly and reasonably consider any applications by CONTRACTOR
ARTICLE 4 CONTRACTOR RESPONSIBILITIES
41 OWNERSHIP AND TRANSFER OF OWNERSHIP
411 Throughout the full term of this Agreement the CONTRACTOR shall retain
ownership of the Transfer Stations and Recycling Facility At the conclusion of
the full term of the Agreement or in the event of CONTRACTOR default and
Okaloosa County Transfer Contract_Final Page 13 of52
termination by the COUNTY the Baker Transfer Station and all real property at
the Fort Walton Beach Transfer Station and Recycling Facility will be wholly
owned by the COUNTY and CONTRACTOR shall convey in Required Tum
Back Condition good and marketable title to the same to the COUNTY free and
clear of all liens or other encumbrances For the purposes of this Agreement real
property means the Fort Walton Beach Transfer Station and Recycling Facility
property as defined by the warranty deeds in Exhibit B and all physical buildings
and structures thereon including all equipment and fixtures with the exception of
rolling stock
412 In order to establish the Required Turn Back Condition of all real property at the
Transfer Stations and Recycling Facility and the need for repairs or replacements
if any the COUNTY and the CONTRACTOR shall conduct a joint inspection(s)
of the Facilities sites and buildings to include the utilities no later than thirty
(30) Days after the Effective Date of this Agreement The COUNTY and the
CONTRACTOR shall develop a list of any necessary repairs or replacements that
the CONTRACTOR is responsible for paying for andor performing such repairs
or replacements and establish a schedule for completing such work The
condition of the Facilities sites and buildings following completion of such
repairs and replacements shall be the Required Tum Back Condition allowing for
normal wear and tear commensurate with the time of use and considering the
CONTRACTORs responsibilities for maintenance repair and replacement
413 The CONTRACTOR shall maintain and convey at the conclusion of the full term
of this Agreement all real property at the Transfer Stations and Recycling Facility
to the COUNTY in Required Turn Back Condition The COUNTY shall notify
the CONTRACTOR of any deficiencies in the Required Tum Back Condition
and CONTRACTOR shall remedy such deficiencies
42 CAPITAL IMPROVEMENTS
The CONTRACTOR shall be solely responsible for the cost of all capital improvements
to the Transfer Stations and Recycling Facility
Okaloosa County Transfer Contract_Final Page 14 of 52
43 PERMITTING AND COMPLIANCE
The CONTRACTOR shall be responsible for obtaining and maintaining permits
approvals and licenses as are requrred for the operation of the Transfer Stations and
Recycling Facility CONTRACTOR shall operate the facilities in compliance with all
requirements of Federal State and local laws rules ordinances and regulations
applicable to the management of such facilities and as contained in the permits issued
relative to the facilities CONTRACTOR and the COUNTY agree to cooperate fully with
one another within reason in all efforts undertaken pursuant to this paragraph The
CONTRACTOR shall be responsible at its sole cost for the payment of all fines
penalties and citations that the CONTRACTOR may incur
44 ACCEPTANCE OF WASTE
In accordance with applicable operational protocol established by the CONTRACTOR
and with the approval of the COUNTY CONTRACTOR shall provide operate and
maintain facilities for the receipt of Acceptable Waste brought to the Transfer Stations
441 Acceptable Waste The CONTRACTOR shall process Acceptable Waste received
at the Transfer Stations in accordance with applicable Federal State and local
regulations and in a manner which would not be likely to pose a threat to public
health and safety
442 Special Waste CONTRACTOR shall implement a program to identify and
manage Special Waste Any testing or additional charges for the receipt handling
and disposal of Special Waste shall be as agreed between the CONTRACTOR
and the generator or transpmier of the Special Waste
443 Unacceptable Waste The CONTRACTOR shall exercise its best efforts to avoid
the acceptance of Unacceptable Waste at the Transfer Stations The
CONTRACTOR shall process Unacceptable Waste received at the Transfer
Stations in accordance with applicable Federal State and local laws rules
ordinances and regulations and in a manner which would not be likely to pose a
threat to public health and safety The CONTRACTOR shall indemnify the
Okaloosa County Transfer Contract_Final Page 15 of 52
COUNTY for any liability claim or damages imposed as a consequence of
CONTRACTORs failure to process such material in accordance with applicable
Federal State or local regulations Any testing required or additional charges
imposed for the receipt handling and disposal of Special Waste shall be as agreed
between the CONTRACTOR and the generator or transporter of the Unacceptable
Waste
45 OPERATING REQUIREMENTS
451 The CONTRACTOR will provide at CONTRACTORs expense all the utilities
used in operating the Transfer Stations and Recycling Facility At the Baker
Transfer Station the CONTRACTOR shall pre-treat leachate to a pH between 60
and 85 The COUNTY shall transport the treated leachate for further treatment
and disposal
452 The CONTRACTOR shall be responsible for the maintenance and repair of all
real property at the Transfer Stations and Recycling Facility in accordance with
industry and operational standards It shall also be the CONTRACTORs
responsibility to replace all or part of the property fixtures machinery
improvements and equipment as required to maintain the operation and
performance of the Transfer Stations and Recycling Facility including facility
expansion necessary to accommodate increased throughput The CONTRACTOR
shall maintain and or replace as appropriate all rolling stock utilized by the
CONTRACTOR in performance of this Agreement
453 The CONTRACTOR shall specifically establish a procedure for monitoring the
wear on the waste receiving floors and shall establish a repair procedure before
the wear has progressed to the point that further wear could jeopardize the
renewal of the floor surface or involve replacement of the steel reinforcement in
the floor The floor shall be resurfaced by the CONTRACTOR at least once
during the te1m ofthis Agreement
Okaloosa County Transfer Contract_Final Page 16 of 52
454 The CONTRACTOR shall remove Solid Waste from the transfer station tipping
floors in accordance with its operating permits
455 The CONTRACTOR shall operate the facilities to allow for a turnaround time of
not greater than twenty (20) minutes for vehicles delivering waste or Recyclable
Materials
456 The Transfer Stations and Recycling Facility will be maintained in a neat clean
and attractive manner consistent with its function and present a positive public
appearance
457 The CONTRACTOR shall control litter at the Transfer Stations and Recycling
Facility sites Adequate litter control is defined as minimizing litter leaving the
site and the collection of off-site and on-site litter at the end of eve1y business
day
458 The CONTRACTOR shall separate tires White Goods and Electronics delivered
to the Transfer Stations from other waste and place them in separate containers as
provided by the COUNTY
46 HOURS AND DAYS OF OPERATION
The Transfer Stations and Recycling Facility will be open to the public from 600 am
until 500 pm Monday through Friday and 600 am until 1200 noon Saturday The
COUNTY reserves the right to alter the operating hours of the facilities The
FRANCillSEE and COUNTY agree to negotiate a reasonable rate adjustment if such
change in operating hours affects operating costs
47 HOLIDAYS
The CONTRACTOR will close the Transfer Stations and Recycling Facility on the
following holidays New Years Day Thanksgiving and Clumiddotistmas
Okaloosa County Transfer Contract_Final Page 17 of 52
48 COUNTY ACCESS
The CONTRACTOR shall afford reasonable access at any reasonable time to the
Transfer Stations and Recycling Facility by the COUNTY its authorized agents or public
authorities having regulatory jurisdiction over the facilities Such visits shall be
conducted in a manner so as to cause minimum interference with the performance of
CONTRACTOR s responsibilities hereunder All persons conducting such visits shall
provide appropriate identification and shall comply with CONTRACTORs established
safety rules and regulations
49 TRANSPORTATION OF ACCEPTABLE WASTE
The CONTRACTOR shall be responsible for all transportation of Acceptable Waste
except White Goods and tires once it has been accepted for disposal at the Transfer
Stations The CONTRACTOR shall transport Electronics to the COUNTY facility
designated by Authorized Representative The CONTRACTOR may transpmt
Constmction and Demolition Debris to a permitted facility of its choosing The
CONTRACTOR shall transpmt all other Acceptable Waste to the Spring Hill Regional
Landfill and shall have the duty to ensure that the transportation will be performed in
accordance with applicable regulations and will be prompt safe and efficient Upon
approval by the Authorized Representative the CONTRACTOR may transpmt
Acceptable Waste to a different permitted facility If such facility is closer to Okaloosa
County than the Spring Hill Regional Landfill the CONTRACTOR and COUNTY shall
negotiate a co=ensurate rate adjustment
410 PROCESSING OF RECYCLABLE MATERIALS
The CONTRACTOR shall be responsible for all transportation and processmg of
Recyclable Materials accepted at the Recycling Facility
411 RECORDKEEPING AND REPORTING
4111 The CONTRACTOR records required herein shall be maintained in electronic
database format utilizing Microsoft software or in a format approved by the
Okaloosa County Transfer Contract_Final Page 18 of 52
Authorized Representative The databases shall be readily available for inspection
by the COUNTY at any time during normal operating hours and information in
the records shall be shared with the COUNTY upon request
4112 The CONTRACTOR shall weigh and record all inbound and outbound vehicles
carrying materials including transfer trucks at the Fort Walton Beach Transfer
Station and Recycling Facility Each vehicle delivering waste or Recyclable
Materials shall be properly identified and authorized in a manner satisfactory to
the COUNTY and CONTRACTOR Weights of all waste and Recyclable
Materials shall be recorded in the COUNTYs WasteWorks system
4113 The weight of Acceptable Waste and Recyclable Materials shall be determined
using the weigh scales at the facility The CONTRACTOR shall at regular
intervals test the accuracy of the weigh scales such testing shall occur at least
once every ninety (90) Days The test records for the term of this Agreement shall
be kept on file in the scale house at the facility
4114 The CONTRACTOR shall maintain the original weight records that identify the
vehicles the time of weighing( s) and the tare weights of the vehicles for a period
of five (5) years after which CONTRACTOR may dispose of such records The
CONTRACTORs records so developed will be used as a basis for calculating
quantities of waste and Recyclable Materials and shall be subject to review
including spot checking by the COUNTY at its discretion on site or made
available to the COUNTY at such times as it may reasonably request Required
records in this category include but are not limited to itemized statements of the
amount of Acceptable Waste delivered to the Transfer Stations as further defmed
in Article 4
4115 The COUNTY shall be entitled to have its designated representatives at the
Transfer Stations and Recycling Facility at all times and CONTRACTOR shall
designate a suitable site for an office if required by COUNTY The COUNTY
shall further have the right to station its employees at all weigh scales to verify the
Okaloosa County Transfer Contract_Final Page 19 of52
correctness of the weight records and the CONTRACTOR shall provide
reasonable space for said employees
4116 The CONTRACTOR shall provide the Authorized Representative with its internal
tonnage report which shall include all waste delivered to the Transfer Stations
and all Recyclable Materials delivered to the Recycling Facility Tonnage shall
be broken down by material type and source of generationdelivery with all waste
and Recyclable Materials collected within the COUNTYs Franchise Area clearly
noted For Recyclable Materials collected within the COUNTYs Franchise Area
the CONTRACTOR shall provide an estimate of the breakdown of such material
by commodity Such report shall be submitted in electronic format within seven
(7) Days after the end of each month
412 TRANSITION
4121 The CONTRACTOR shall cooperate with the COUNTY or its designated
contractor during any transition period at the end of this Agreement Such
cooperation includes but is not limited to allowing site visits of the facilities by
the COUNTY or its contractor with advance notice and ensuring all facilities are
in Required Tum Back Condition pursuant to Paragraph 41
4122 The CONTRACTOR shall transfer all active facility permits for the Transfer
Stations and Recycling Facility to the COUNTY or its designated contractor as
requested by the COUNTY in a timely manner so as to avoid any disruption of
service
ARTICLES CONTRACTORS COMPENSATION
51 BASE RATE
The combined total rate for Acceptable Waste handling transportation and disposal paid
to the CONTRACTOR by the COUNTY shall be $3677 per Ton ofrep011ed and verified
waste receipts with the exception of Recyclable Materials Special Waste or
Okaloosa County Transfer Contract_Final Page20 of52
Construction and Demolition Debris managed at the facilities This rate shall take effect
on the Commencement Date of this Agreement and shall continue without adjustment
through September 30 2011
52 RATE ADJUSTMENTS
On October I 2011 and October 1 of each subsequent Contract Year of this Agreement
the CONTRACTORs base rate as provided in Paragraph 51 shall be adjusted
accmding to the following methodology as further explained in Exhibit C seventy
percent (70) of the rate shall be adjusted based on seventy-five percent (75) of the
percentage change in the CPI for the twelve (12) months ending on the preceding June
30ili and thirty percent (30) of the rate shall be adjusted based on the percent change in
the US Department of Energy Fuel Index for the previous twelve (12) months ending on
the preceding June 30ili The total rate adjustment each year may not exceed two percent
(2) of the previous years rates
53 BILLING AND PAYMENT OF CONTRACTORS FEES
531 CONTRACTOR shall keep records of all Acceptable Waste received at the
Transfer Stations as described herein
532 CONTRACTOR shall invoice the COUNTY monthly for the handling
transportation and disposal fees as set forth herein for Acceptable Waste
received at the Transfer Stations This invoice must include detailed information
regarding waste receipts including Solid Waste Bulk Waste Special Waste
Recyclable Material Unacceptable Waste and Merchant Waste in a format
approved by the Authorized Representative Only waste receipts reported using
this format and verified by the COUNTY will be paid COUNTY shall pay such
invoices within thirty (30) Days from the date of invoice or request additional
info1mation if adequate information is not provided
Okaloosa County Transfer Contract_Final Page 21 of52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS
COUNTY shall be responsible for the setting and collection of charges associated with all waste
receipts except as provided herein
61 ACCEPTABLE WASTE
The rates charged for Acceptable Waste will be as established by COUNTY Ordinance
No 00-08 and any amendments thereto If a waste load is too small to be accurately
weighed by the Transfer Stations weigh scales a flat rate shall be charged to the
customer per vehicle as established by COUNTY Ordinance No 00-08 and any
amendments thereto
62 SPECIAL WASTE
CONTRACTOR shall be responsible for setting rates associated with Special Waste
63 CONSTRUCTION AND DEMOLITION DEBRIS
CONTRACTOR shall use its best efforts to deliver a mmnnum of 1000 Tons of
Construction and Demolition Debris (CampD) per month to the Transfer Stations
collectively The COUNTY shall charge the CONTRACTOR a Ten Dollar ($1000) per
Ton host fee for all CampD material delivered to the Transfer Stations This CampD material
shall not be subject to any additional charges or Costs including tipping fees by the
COUNTY to the CONTRACTOR
64 RECYCLABLE MATERIALS
Recyclable Materials delivered by or on behalf of the COUNTY Incorporated
Municipalities or by private citizens directly or collected by the CONTRACTOR from
Commercial Business Establishments in the COUNTY will be accepted at no charge
The CONTRACTOR may negotiate Recyclable Materials processing fees with other
entities delivering such materials to the Recycling Facility
Okaloosa County Transfer Contract_ Final Page22 of52
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS
71 COUNTY RECYCLABLE MATERIALS
The CONTRACTOR shall pay the COUNTY revenue for each Ton of Recyclable
Materials delivered by or on behalf of the COUNTY to the Recycling Facility as follows
711 Each month the CONTRACTOR shall calculate the Average Market Value
(AMV) of Recyclable Materials defined as the sum of commodity prices (US
Dollar per Ton) posted on the first week of the month for the Southeast USA in
SecondaryMaterialsPricingcom and SecondaryFiberPricingcom multiplied by
the composition of the Recyclable Materials as defmed in Table 1 Exhibit D
provides an example ofthis calculation
Table 1
Composition ofRecyclable Materials and Market Indexes for Determining AMV
lVIaterial Index Description Percentale Newspaper (ONP) PSI 8 Baled FOB sellers dock 5260 Corrugated Cardboard (OCC) PSI 11 Baled FOB sellers dock 1130 Mixed Paper PSI 1 Baled FOB sellers dock 460 Aseptic Containers NIA 000 Aluminum Cans Aluminum Cans Sorted and Baled Delivered 170 Steel Cans Steel Cans Sorted and Baled Delivered 230 PET PET Baled Picked Up 460 HDPE (Natural) Natural HDPE Baled Picked Uo 090 HDPE (Colored) Colored HDPE Baled Picked Up 180 Clear Glass Flint Delivered 830 Green Glass Green Delivered 450 Brown Glass Amber Delivered 490 Contamination NIA 250
712 Each month the CONTRACTOR shall pay revenue to the COUNTY based on
the AMV equal to the total Tons of Recyclable Materials delivered by or on
behalf of the COUNTY multiplied by the revenue payment in Table 2 The
revenue payment in Column A will be in effect through March 31 2013 and that
in Column B will be in effect after that date If a Mate1ials Recovery Facility
Okaloosa County Transfer Contract_Final Page23 of52
(MRF) is developed by the CONTRACTOR within a 200 mile radius of the
COUNTY prior to March 31 2013 the revenue payment in Column B will go
into effect when such MRF becomes operational
Table 2
Per Ton Revenue Payment to COUNTY Based on AMV
Avera2e Market Value COLUMN A COLUMNB
Low Hi2h
Revenue Payment to COUNTY ($Ton)
until March 31 2013
Revenue Payment to COUNTY($Ton)
after March 31 2013 lt$8001 $9000 $2000 $2000
$9001 $10000 $2000 $2500
$10001 $11000 $2000 $3000 $11001 $12000 $2000 $3500
$12001 $13000 $2500 $4000
$13001 $14000 $3000 $4500 $14001 $15000 $3500 $5000 $15001 $16000 $4000 $5500 $16001 $17000 $4500 $6000
$17001 $18000 $5000 $6500 $18001 $19000 $5500 $7000 $19001 $20000 $6000 $7500
$20001 $21000 $6500 $8000 $21001 $22000 $7000 $8500
$22001 gt$23000 $7500 $9000
713 No later than the fifteenth (15th) Day of each month the CONTRACTOR shall
submit a Monthly Payment Report in a format approved by the Authorized
Representative for the previous calendar month detailing the calculation of each
revenue payment and the total revenue payment due to the COUNTY Said
revenue payment shall be remitted to the COUNTY within thirty (30) Days from
the end of the month for which the payment is being made
714 The CONTRACTOR may request a study to measure the composition of
Recyclable Materials utilized to calculate the AMV pursuant to Paragraph 7 1
Okaloosa County Transfer Contract_Final Page 24 of52
Table I of this Agreement such request being subject to approval by the
COUNTY If approved by the COUNTY the CONTRACTOR and COUNTY
shall jointly develop a methodology and cost estimate to conduct the composition
study The final methodology and selection of the Independent Third Party to
conduct the study must be approved by the Authorized Representative The
parties shall share equally in paying for the cost of the study Study results are
subject to final approval by the Authorized Representative Once approved
adjustments to the composition of Recyclable Materials shall become effective for
the following month and remainder of the term of the Agreement or until further
adjusted in accordance with this article
72 OTHER RECYCLABLE MATERIALS
The CONTRACTOR will remit $20 per Ton of Recyclable Material received at the
Recycling Facility that is not subject to Paragraph 71 with the exception of Recyclable
Materials not generated in Okaloosa County
ARTICLE 8 PERFORMANCE BOND
The CONTRACTOR shall furnish to the COUNTY a performance bond issued by a surety
licensed to do business in the State of Florida for the faithful performance of the Agreement and
all obligations arising hereunder The performance bond shall be made payable in favor of
Okaloosa County Florida or in lieu thereof pay to the COUNTY the sum of $200000000 A
complete bond shall be issued at least thirty (30) Days prior to the Commencement Date of this
Agreement
ARTICLE 9 LIQUIDATED DAMAGES
If the CONTRACTOR does not substantially fulfill its obligations under this Agreement the
COUNTY shall provide written notice to the CONTRACTOR of specific areas of deficiency
Examples of such deficiencies include but are not limited to the following
Okaloosa County Transfer Contract_Final Page 25 of 52
(a) Violation of environmental laws
(b) Inadequate litter control at the Transfer Stations andor the Recycling Facility Adequate
litter control is defined as minimizing litter leaving the site and the collection of off-site
and on-site litter at the end of every business day
(c) Failure to remove Solid Waste from the transfer station tipping floor in accordance with
FRANCHISEEs operating permits
(d) Other conditions created by the CONTRACTOR that could impact public health and
safety and
(e) Poor maintenance of the Transfer Stations and Recycling Facility and equipment
resulting in a poor public image of the facilities
The CONTRACTOR shall initiate reasonable steps to correct these deficiencies within seventyshy
two (72) hours of written notice If the CONTRACTOR does not initiate reasonable steps within
seventy-two (72) hours the COUNTY may at its discretion impose liquidated damages of $500
per Day until deficiencies are satisfactorily con-ected as determined by the COUNTY If the
CONTRACTOR has not con-ected these deficiencies within thirty (30) Days of receipt of written
notice the CONTRACTOR will be considered in default of the Agreement and the COUNTY
may terminate this Agreement and recover damages in the full amount of the performance bond
The COUNTY may assess liquidated damages pursuant to this Aliicle on a monthly basis and
shall at the end of each month notify the CONTRACTOR in writing of the liquidated damages
assessed and the basis for each assessment In the event the CONTRACTOR wishes to contest
such assessment(s) the CONTRACTOR shall within five (5) Days after receiving such notice
request in writing an opportunity to be heaimiddotd by the Board and present its defense to such
assessment(s)
The COUNTYs Authorized Representative shall notify the CONTRACTOR in writing of any
action taken with respect to CONTRACTORs claims and the decision of the Board will be final
Okaloosa County Transfer Contract_Final Page 26 of 52
ARTICLE 10 DEFAULT AND TERMINATION
The COUNTY may terminate this Agreement except as otherwise provided below in this
paragraph by giving CONTRACTOR fifteen (15) Days advance written notice upon the
happening of any one of the following events
(a) The CONTRACTOR fails to remedy deficiencies as noted in Article 9 within
thirty (30) Days of receipt ofwritten notice by the COUNTY
(b) The CONTRACTOR takes the benefit of any present or future insolvency statute
or shall make a general assigmnent for the benefit of creditors or file a voluntary
petition in bankruptcy or a petition or answer seeking readjustment of its
indebtedness under the Federal United States or any state thereof or consent to
the appointment or a receiver trustee or liquidator of all or substantially all of its
property or
(c) By order or decree of a court the CONTRACTOR shall be adjudged bankrupt or
an order shall be made approving a petition filed by any of its creditors or by any
of the Stockholders of the CONTRACTOR seeking its reorganization or the
readjustment of its indebtedness under federal bankrnptcy laws or under any law
of statute of the United States or of any state thereof provided that if any such
judgment is stayed or vacated within sixty ( 60) Days after the entry thereof any
notice of cancellation shall be and become null void and of no effect or
(d) By or pursuant to or under authority of any legislative act resolution or rule or
any order or decree of any cornt or government board agency or office having
jurisdiction a receiver trustee or liquidator shall take possession or control of all
or substantially all of the property of the CONTRACTOR and such possession of
control shall continue in effect for a period of sixty ( 60) Days or
(e) The CONTRACTOR shall voluntarily abandon desert or discontinue its
operation hereunder granted
Okaloosa County Transfer Contract_Final Page 27 of52
Then such shall be considered a material breach of this Agreement and the Authorized
Representative shall notify the CONTRACTOR in writing of the breach If within a period of
fifteen (15) Days the CONTRACTOR has not eliminated the conditions considered to be a
breach of contract or having so co=enced shall fail thereafter to continue with diligence the
cming thereof the Authorized Representative shall notify the Board
After these fifteen (15) Days the COUNTY can cause the CONTRACTOR to be obligated to pay
the COUNTY the amount specified in the bond and has the authority to terminate this
Agreement
ARTICLE 11 INSURANCE
111 CONTRACTORS INSURANCE
1111 The CONTRACTOR shall not co=ence any work in connection with this
Agreement until he has obtained all required insurance and such insurance has
been approved by the Okaloosa County Risk Management Director
1112 All insurance policies shall be with insurers licensed to do business in the State of
Florida and any insuring company is required to have a rnininimn rating of A
Class X in the Best Key Rating Guide published A M Best amp Co Inc
1113 All insurance shall include the interest of all entities names in and its respective
agents consultants servants and employees of each and all other interests as may
be reasonably required by Okaloosa County as Additional Insured The coverage
afforded the Additional Insured under this policy shall be primary insurance If
the Additional Insured have other insurance that is applicable to the loss such
other insurance shall be on an excess or contingent basis The amount of the
companys liability under this policy shall not be reduced by the existence of such
other insurance
Okaloosa County Transfer Contract_Final Page 28 of 52
1114 The County of Okaloosa shall be listed as Additional Insured by policy
endorsement on all insurance contracts applicable to this Agreement except
Workers Compensation and Professional Liability
1115 The County of Okaloosa shall be furnished proof of coverage by certificates of
insurance (COI) and endorsements for every applicable insurance contract
required by this Agreement The COI s and policy endorsements must be
delivered to the Autho1ized Representative not less than ten (10) Days prior to the
commencement of any and all contractual agreements between the County of
Okaloosa and the CONTRACTOR
1116 The COUNTY shall retain the right to reject all insurance contracts that do not
meet the requirement of this Agreement Further the COUNTY reserves the right
to change these insurance requirements with 60-Day notice to the
CONTRACTOR
1117 The insurance definition of Insured or Additional Insured shall include
Subcontractors Sub-subcontractors and any associated or subsidiary companies
of the CONTRACTOR which are involved and which is a part of the contract
1118 The COUNTY reserves the right at any time to require the CONTRACTOR to
provide certified copies of any insurance policies to document the insurance
coverage specified in this Agreement
1119 The designation of CONTRACTOR shall include any associated or subsidiary
company which is involved and is a part of the contract and such if any
associated or subsidiary company involved in the project must be named in the
Workers Compensation coverage
111IOAll policies shall be written so that the COUNTY will be notified of cancellation
or restrictive amendments at least thirty (30) Days prior to the effective date of
such cancellation or amendment Such notice shall be given directly to the
Authorized Representative
Okaloosa County Transfer Contract_Final Page 29 of 52
112 WORKERS COMPENSATION INSURANCE
1121 The CONTRACTOR shall secure and maintain during the life of this agreement
Workers Compensation insurance for all of his employees employed for the
project or any site connected with the work including supervision administration
or management of this project and in case any work is sublet with the approval
of the County of Okaloosa the CONTRACTOR shall require the Subcontractor
similarly to provide Workers Compensation insurance for all employees
employed at the site of the project and such evidence of insurance shall be
furnished the County of Okaloosa not less than ten (10) Days prior to the
conunencement of any and all subcontractual agreements which have been
approved by the County of Okaloosa
1122 Such insurance shall comply with the Florida Workers Compensation Law
1123 No class of employee including the CONTRACTOR himself shall be excluded
from the Workers Compensation insurance coverage The Workers
Compensation insurance shall also include Employers Liability coverage
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE
1131 The CONTRACTOR shall maintain Business Automobile Liability insurance
coverage throughout the life of this Agreement The insurance shall include
Owned Non-owned amp Hired Motor Vehicle coverage
1132 The CONTRACTOR shall carry other Conunercial General Liability insurance
against all other Bodily Injury Property Damage and Personal and Advertising
Injury exposures The coverage shall include both On- and Off-Premises
Operations Contractual Liability Board Form Property Damage and
Professional Liability
1133 All liability insurance ( other than Professional Liability) shall be written on an
occurrence basis and shall not be written on a claim-made basis If the insurance
Okaloosa County Transfer Contract~Final Page 30 of 52
is issued with an aggregate limit of liability the aggregate limit of liability shall
apply only to the locations included in this Agreement If as the result of any
claims or other reasons the available limits of insurance reduce to less than those
stated in the Limits of Liability the CONTRACTOR shall notify the Authorized
Representative in writing The CONTRACTOR shall purchase additional liability
insurance to maintain the requirements established in this Agreement Umbrella
or Excess Liability insurance can be purchased to meet the Limits of Liability
specified in this Agreement
1134 Commercial General Liability coverage shall be endorsed to include the
following
Premises - Operation Liability
Occurrence Bodily Injmy and Property Damage Liability
Independent CONTRACTORs Liability
Completed Operations and Products Liability
1135 CONTRACTOR shall agree to keep in continuous force Commercial General
Liability coverage including Completed Operations and Products Liability for two
(2) years beyond acceptance ofproject
114 LIMITS OF LIABILITY
The insurance required shall be written for not less than the following or greater if
required by law and shall include Employers liability with limits as prescribed in this
contract
LIMIT
A Workers Compensation
(1) State Statut01y
(2) Employers Liability $1000000 each accident
B Business Automobile amp Commercial $1000000 each occurrence
General Liability Insurance (A combined single limit)
C Personal and Adve1tising Injury $250000
D Pollution Liability $10000000 each occurrence
Okaloosa County Transfer Contract_Final Page 31 of 52
115 NOTICE OF CLAIMS AND LITIGATION
The CONTRACTOR agrees to report any incident or claim that results from performance
of this Agreement The COUNTY representative shall receive written notice in the form
of a detailed written repmi describing the incident or claim within ten ( 10) Days of the
CONTRACTORs knowledge In the event such incident or claim involves injury andor
property damage to a third party verbal notification shall be given the same Day the
CONTRACTOR becomes aware of the incident or claim followed by a written detailed
report within ten (10) Days of verbal notification
116 INDEMNIFICATION AND HOLD HARMLESS
To the fullest extent permitted by law CONTRACTOR shall indemnify and hold
harmless COUNTY its officers and employees from liabilities damages losses and
Costs including but not limited to reasonable attorney fees to the extent caused by the
negligence recklessness or intentional wrongful conduct of the CONTRACTOR and
other persons employed or utilized by the CONTRACTOR in the performance of this
contract
117 CERTIFICATES OF INSURANCE
1171 Certificates of insurance in duplicate indicating the job site and evidencing all
required coverage must be submitted to and approved by Okaloosa County prior
to the commencement of any of the work The certificate holder(s) shall be as
follows
Okaloosa County
602-C No1ih Pearl Street
Crestview Florida 32536
1172 All policies shall expressly require thirty (30) Days written notice to Okaloosa
County at the address set out above or the cancellations of material alterations of
such policies and the Certificates of Insurance shall so provide
Okaloosa County Transfer Contract_Final Page32 of52
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
( c) Fluorescent light bulbs
( d) Mercury containing devices
(e) Whole tires
(f) Liquid Wastes
White Goods means discarded washers dryers refrigerators ranges microwave ovens water
heaters freezers small air conditioning units and other similar domestic large appliances
Yard Trash means vegetative matter resulting from landscaping maintenance including
accumulation of lawn grass shrubbery cuttings or clippings and dry leaf rakings palm fronds
small tree branches bushes or shrubs green leaf cuttings fruits or other matter usually created
as refuse in the care of lawns and yards Yard Trash does not include treated wood or any form
of matter or debris resulting from tree removal land clearing land development building
demolition home improvement or waste generated by tree surgeons
ARTICLE 2 CONTRACT PURPOSE AND TERM
21 PURPOSE
The pmpose of this Agreement is to establish the terms and conditions under which
CONTRACTOR shall manage operate and maintain the Transfer Stations
22 EFFECTIVE DATE AND COMMENCEMENT DATE
This Agreement shall become effective when executed by the paities or when the Board
adopts the Ordinance establishing the rates specified herein whichever later occurs The
Commencement Date of service shall be the first Day of the month following the
Effective Date of this Agreement
Okaloosa County Transfer Contract_Final Page 12 of52
23 TERM
The term of this Agreement shall commence on the Effective Date and end on March 31
2016 The term of this Agreement may be renewed for one (1) additional term of five (5)
years commencing at the end of the initial te1m by mutual agreement of the parties
ARTICLE 3 COUNTY RESPONSIBILITIES
31 DELIVERY OF ACCEPTABLE WASTE
The COUNTY or others authorized by the COUNTY shall deliver Acceptable Waste to
the Transfer Stations and Recyclable Materials to the Recycling Facility
32 MANNER OF DELIVERIES
The COUNTY shall grant to CONTRACTOR reasonable authority to deny admission to
the Transfer Stations of any vehicle carrying refuse which may leak spill or allow waste
to be blown or scattered about the Transfer Stations before unloading at the site
33 COOPERATION
COUNTY shall cooperate with CONTRACTOR in CONTRACTORs efforts to obtain
and renew all required permits licenses and approvals shall not appear as an objector in
any proceeding to consider the granting or renewal of such permits licenses or approvals
and shall promptly and reasonably consider any applications by CONTRACTOR
ARTICLE 4 CONTRACTOR RESPONSIBILITIES
41 OWNERSHIP AND TRANSFER OF OWNERSHIP
411 Throughout the full term of this Agreement the CONTRACTOR shall retain
ownership of the Transfer Stations and Recycling Facility At the conclusion of
the full term of the Agreement or in the event of CONTRACTOR default and
Okaloosa County Transfer Contract_Final Page 13 of52
termination by the COUNTY the Baker Transfer Station and all real property at
the Fort Walton Beach Transfer Station and Recycling Facility will be wholly
owned by the COUNTY and CONTRACTOR shall convey in Required Tum
Back Condition good and marketable title to the same to the COUNTY free and
clear of all liens or other encumbrances For the purposes of this Agreement real
property means the Fort Walton Beach Transfer Station and Recycling Facility
property as defined by the warranty deeds in Exhibit B and all physical buildings
and structures thereon including all equipment and fixtures with the exception of
rolling stock
412 In order to establish the Required Turn Back Condition of all real property at the
Transfer Stations and Recycling Facility and the need for repairs or replacements
if any the COUNTY and the CONTRACTOR shall conduct a joint inspection(s)
of the Facilities sites and buildings to include the utilities no later than thirty
(30) Days after the Effective Date of this Agreement The COUNTY and the
CONTRACTOR shall develop a list of any necessary repairs or replacements that
the CONTRACTOR is responsible for paying for andor performing such repairs
or replacements and establish a schedule for completing such work The
condition of the Facilities sites and buildings following completion of such
repairs and replacements shall be the Required Tum Back Condition allowing for
normal wear and tear commensurate with the time of use and considering the
CONTRACTORs responsibilities for maintenance repair and replacement
413 The CONTRACTOR shall maintain and convey at the conclusion of the full term
of this Agreement all real property at the Transfer Stations and Recycling Facility
to the COUNTY in Required Turn Back Condition The COUNTY shall notify
the CONTRACTOR of any deficiencies in the Required Tum Back Condition
and CONTRACTOR shall remedy such deficiencies
42 CAPITAL IMPROVEMENTS
The CONTRACTOR shall be solely responsible for the cost of all capital improvements
to the Transfer Stations and Recycling Facility
Okaloosa County Transfer Contract_Final Page 14 of 52
43 PERMITTING AND COMPLIANCE
The CONTRACTOR shall be responsible for obtaining and maintaining permits
approvals and licenses as are requrred for the operation of the Transfer Stations and
Recycling Facility CONTRACTOR shall operate the facilities in compliance with all
requirements of Federal State and local laws rules ordinances and regulations
applicable to the management of such facilities and as contained in the permits issued
relative to the facilities CONTRACTOR and the COUNTY agree to cooperate fully with
one another within reason in all efforts undertaken pursuant to this paragraph The
CONTRACTOR shall be responsible at its sole cost for the payment of all fines
penalties and citations that the CONTRACTOR may incur
44 ACCEPTANCE OF WASTE
In accordance with applicable operational protocol established by the CONTRACTOR
and with the approval of the COUNTY CONTRACTOR shall provide operate and
maintain facilities for the receipt of Acceptable Waste brought to the Transfer Stations
441 Acceptable Waste The CONTRACTOR shall process Acceptable Waste received
at the Transfer Stations in accordance with applicable Federal State and local
regulations and in a manner which would not be likely to pose a threat to public
health and safety
442 Special Waste CONTRACTOR shall implement a program to identify and
manage Special Waste Any testing or additional charges for the receipt handling
and disposal of Special Waste shall be as agreed between the CONTRACTOR
and the generator or transpmier of the Special Waste
443 Unacceptable Waste The CONTRACTOR shall exercise its best efforts to avoid
the acceptance of Unacceptable Waste at the Transfer Stations The
CONTRACTOR shall process Unacceptable Waste received at the Transfer
Stations in accordance with applicable Federal State and local laws rules
ordinances and regulations and in a manner which would not be likely to pose a
threat to public health and safety The CONTRACTOR shall indemnify the
Okaloosa County Transfer Contract_Final Page 15 of 52
COUNTY for any liability claim or damages imposed as a consequence of
CONTRACTORs failure to process such material in accordance with applicable
Federal State or local regulations Any testing required or additional charges
imposed for the receipt handling and disposal of Special Waste shall be as agreed
between the CONTRACTOR and the generator or transporter of the Unacceptable
Waste
45 OPERATING REQUIREMENTS
451 The CONTRACTOR will provide at CONTRACTORs expense all the utilities
used in operating the Transfer Stations and Recycling Facility At the Baker
Transfer Station the CONTRACTOR shall pre-treat leachate to a pH between 60
and 85 The COUNTY shall transport the treated leachate for further treatment
and disposal
452 The CONTRACTOR shall be responsible for the maintenance and repair of all
real property at the Transfer Stations and Recycling Facility in accordance with
industry and operational standards It shall also be the CONTRACTORs
responsibility to replace all or part of the property fixtures machinery
improvements and equipment as required to maintain the operation and
performance of the Transfer Stations and Recycling Facility including facility
expansion necessary to accommodate increased throughput The CONTRACTOR
shall maintain and or replace as appropriate all rolling stock utilized by the
CONTRACTOR in performance of this Agreement
453 The CONTRACTOR shall specifically establish a procedure for monitoring the
wear on the waste receiving floors and shall establish a repair procedure before
the wear has progressed to the point that further wear could jeopardize the
renewal of the floor surface or involve replacement of the steel reinforcement in
the floor The floor shall be resurfaced by the CONTRACTOR at least once
during the te1m ofthis Agreement
Okaloosa County Transfer Contract_Final Page 16 of 52
454 The CONTRACTOR shall remove Solid Waste from the transfer station tipping
floors in accordance with its operating permits
455 The CONTRACTOR shall operate the facilities to allow for a turnaround time of
not greater than twenty (20) minutes for vehicles delivering waste or Recyclable
Materials
456 The Transfer Stations and Recycling Facility will be maintained in a neat clean
and attractive manner consistent with its function and present a positive public
appearance
457 The CONTRACTOR shall control litter at the Transfer Stations and Recycling
Facility sites Adequate litter control is defined as minimizing litter leaving the
site and the collection of off-site and on-site litter at the end of eve1y business
day
458 The CONTRACTOR shall separate tires White Goods and Electronics delivered
to the Transfer Stations from other waste and place them in separate containers as
provided by the COUNTY
46 HOURS AND DAYS OF OPERATION
The Transfer Stations and Recycling Facility will be open to the public from 600 am
until 500 pm Monday through Friday and 600 am until 1200 noon Saturday The
COUNTY reserves the right to alter the operating hours of the facilities The
FRANCillSEE and COUNTY agree to negotiate a reasonable rate adjustment if such
change in operating hours affects operating costs
47 HOLIDAYS
The CONTRACTOR will close the Transfer Stations and Recycling Facility on the
following holidays New Years Day Thanksgiving and Clumiddotistmas
Okaloosa County Transfer Contract_Final Page 17 of 52
48 COUNTY ACCESS
The CONTRACTOR shall afford reasonable access at any reasonable time to the
Transfer Stations and Recycling Facility by the COUNTY its authorized agents or public
authorities having regulatory jurisdiction over the facilities Such visits shall be
conducted in a manner so as to cause minimum interference with the performance of
CONTRACTOR s responsibilities hereunder All persons conducting such visits shall
provide appropriate identification and shall comply with CONTRACTORs established
safety rules and regulations
49 TRANSPORTATION OF ACCEPTABLE WASTE
The CONTRACTOR shall be responsible for all transportation of Acceptable Waste
except White Goods and tires once it has been accepted for disposal at the Transfer
Stations The CONTRACTOR shall transport Electronics to the COUNTY facility
designated by Authorized Representative The CONTRACTOR may transpmt
Constmction and Demolition Debris to a permitted facility of its choosing The
CONTRACTOR shall transpmt all other Acceptable Waste to the Spring Hill Regional
Landfill and shall have the duty to ensure that the transportation will be performed in
accordance with applicable regulations and will be prompt safe and efficient Upon
approval by the Authorized Representative the CONTRACTOR may transpmt
Acceptable Waste to a different permitted facility If such facility is closer to Okaloosa
County than the Spring Hill Regional Landfill the CONTRACTOR and COUNTY shall
negotiate a co=ensurate rate adjustment
410 PROCESSING OF RECYCLABLE MATERIALS
The CONTRACTOR shall be responsible for all transportation and processmg of
Recyclable Materials accepted at the Recycling Facility
411 RECORDKEEPING AND REPORTING
4111 The CONTRACTOR records required herein shall be maintained in electronic
database format utilizing Microsoft software or in a format approved by the
Okaloosa County Transfer Contract_Final Page 18 of 52
Authorized Representative The databases shall be readily available for inspection
by the COUNTY at any time during normal operating hours and information in
the records shall be shared with the COUNTY upon request
4112 The CONTRACTOR shall weigh and record all inbound and outbound vehicles
carrying materials including transfer trucks at the Fort Walton Beach Transfer
Station and Recycling Facility Each vehicle delivering waste or Recyclable
Materials shall be properly identified and authorized in a manner satisfactory to
the COUNTY and CONTRACTOR Weights of all waste and Recyclable
Materials shall be recorded in the COUNTYs WasteWorks system
4113 The weight of Acceptable Waste and Recyclable Materials shall be determined
using the weigh scales at the facility The CONTRACTOR shall at regular
intervals test the accuracy of the weigh scales such testing shall occur at least
once every ninety (90) Days The test records for the term of this Agreement shall
be kept on file in the scale house at the facility
4114 The CONTRACTOR shall maintain the original weight records that identify the
vehicles the time of weighing( s) and the tare weights of the vehicles for a period
of five (5) years after which CONTRACTOR may dispose of such records The
CONTRACTORs records so developed will be used as a basis for calculating
quantities of waste and Recyclable Materials and shall be subject to review
including spot checking by the COUNTY at its discretion on site or made
available to the COUNTY at such times as it may reasonably request Required
records in this category include but are not limited to itemized statements of the
amount of Acceptable Waste delivered to the Transfer Stations as further defmed
in Article 4
4115 The COUNTY shall be entitled to have its designated representatives at the
Transfer Stations and Recycling Facility at all times and CONTRACTOR shall
designate a suitable site for an office if required by COUNTY The COUNTY
shall further have the right to station its employees at all weigh scales to verify the
Okaloosa County Transfer Contract_Final Page 19 of52
correctness of the weight records and the CONTRACTOR shall provide
reasonable space for said employees
4116 The CONTRACTOR shall provide the Authorized Representative with its internal
tonnage report which shall include all waste delivered to the Transfer Stations
and all Recyclable Materials delivered to the Recycling Facility Tonnage shall
be broken down by material type and source of generationdelivery with all waste
and Recyclable Materials collected within the COUNTYs Franchise Area clearly
noted For Recyclable Materials collected within the COUNTYs Franchise Area
the CONTRACTOR shall provide an estimate of the breakdown of such material
by commodity Such report shall be submitted in electronic format within seven
(7) Days after the end of each month
412 TRANSITION
4121 The CONTRACTOR shall cooperate with the COUNTY or its designated
contractor during any transition period at the end of this Agreement Such
cooperation includes but is not limited to allowing site visits of the facilities by
the COUNTY or its contractor with advance notice and ensuring all facilities are
in Required Tum Back Condition pursuant to Paragraph 41
4122 The CONTRACTOR shall transfer all active facility permits for the Transfer
Stations and Recycling Facility to the COUNTY or its designated contractor as
requested by the COUNTY in a timely manner so as to avoid any disruption of
service
ARTICLES CONTRACTORS COMPENSATION
51 BASE RATE
The combined total rate for Acceptable Waste handling transportation and disposal paid
to the CONTRACTOR by the COUNTY shall be $3677 per Ton ofrep011ed and verified
waste receipts with the exception of Recyclable Materials Special Waste or
Okaloosa County Transfer Contract_Final Page20 of52
Construction and Demolition Debris managed at the facilities This rate shall take effect
on the Commencement Date of this Agreement and shall continue without adjustment
through September 30 2011
52 RATE ADJUSTMENTS
On October I 2011 and October 1 of each subsequent Contract Year of this Agreement
the CONTRACTORs base rate as provided in Paragraph 51 shall be adjusted
accmding to the following methodology as further explained in Exhibit C seventy
percent (70) of the rate shall be adjusted based on seventy-five percent (75) of the
percentage change in the CPI for the twelve (12) months ending on the preceding June
30ili and thirty percent (30) of the rate shall be adjusted based on the percent change in
the US Department of Energy Fuel Index for the previous twelve (12) months ending on
the preceding June 30ili The total rate adjustment each year may not exceed two percent
(2) of the previous years rates
53 BILLING AND PAYMENT OF CONTRACTORS FEES
531 CONTRACTOR shall keep records of all Acceptable Waste received at the
Transfer Stations as described herein
532 CONTRACTOR shall invoice the COUNTY monthly for the handling
transportation and disposal fees as set forth herein for Acceptable Waste
received at the Transfer Stations This invoice must include detailed information
regarding waste receipts including Solid Waste Bulk Waste Special Waste
Recyclable Material Unacceptable Waste and Merchant Waste in a format
approved by the Authorized Representative Only waste receipts reported using
this format and verified by the COUNTY will be paid COUNTY shall pay such
invoices within thirty (30) Days from the date of invoice or request additional
info1mation if adequate information is not provided
Okaloosa County Transfer Contract_Final Page 21 of52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS
COUNTY shall be responsible for the setting and collection of charges associated with all waste
receipts except as provided herein
61 ACCEPTABLE WASTE
The rates charged for Acceptable Waste will be as established by COUNTY Ordinance
No 00-08 and any amendments thereto If a waste load is too small to be accurately
weighed by the Transfer Stations weigh scales a flat rate shall be charged to the
customer per vehicle as established by COUNTY Ordinance No 00-08 and any
amendments thereto
62 SPECIAL WASTE
CONTRACTOR shall be responsible for setting rates associated with Special Waste
63 CONSTRUCTION AND DEMOLITION DEBRIS
CONTRACTOR shall use its best efforts to deliver a mmnnum of 1000 Tons of
Construction and Demolition Debris (CampD) per month to the Transfer Stations
collectively The COUNTY shall charge the CONTRACTOR a Ten Dollar ($1000) per
Ton host fee for all CampD material delivered to the Transfer Stations This CampD material
shall not be subject to any additional charges or Costs including tipping fees by the
COUNTY to the CONTRACTOR
64 RECYCLABLE MATERIALS
Recyclable Materials delivered by or on behalf of the COUNTY Incorporated
Municipalities or by private citizens directly or collected by the CONTRACTOR from
Commercial Business Establishments in the COUNTY will be accepted at no charge
The CONTRACTOR may negotiate Recyclable Materials processing fees with other
entities delivering such materials to the Recycling Facility
Okaloosa County Transfer Contract_ Final Page22 of52
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS
71 COUNTY RECYCLABLE MATERIALS
The CONTRACTOR shall pay the COUNTY revenue for each Ton of Recyclable
Materials delivered by or on behalf of the COUNTY to the Recycling Facility as follows
711 Each month the CONTRACTOR shall calculate the Average Market Value
(AMV) of Recyclable Materials defined as the sum of commodity prices (US
Dollar per Ton) posted on the first week of the month for the Southeast USA in
SecondaryMaterialsPricingcom and SecondaryFiberPricingcom multiplied by
the composition of the Recyclable Materials as defmed in Table 1 Exhibit D
provides an example ofthis calculation
Table 1
Composition ofRecyclable Materials and Market Indexes for Determining AMV
lVIaterial Index Description Percentale Newspaper (ONP) PSI 8 Baled FOB sellers dock 5260 Corrugated Cardboard (OCC) PSI 11 Baled FOB sellers dock 1130 Mixed Paper PSI 1 Baled FOB sellers dock 460 Aseptic Containers NIA 000 Aluminum Cans Aluminum Cans Sorted and Baled Delivered 170 Steel Cans Steel Cans Sorted and Baled Delivered 230 PET PET Baled Picked Up 460 HDPE (Natural) Natural HDPE Baled Picked Uo 090 HDPE (Colored) Colored HDPE Baled Picked Up 180 Clear Glass Flint Delivered 830 Green Glass Green Delivered 450 Brown Glass Amber Delivered 490 Contamination NIA 250
712 Each month the CONTRACTOR shall pay revenue to the COUNTY based on
the AMV equal to the total Tons of Recyclable Materials delivered by or on
behalf of the COUNTY multiplied by the revenue payment in Table 2 The
revenue payment in Column A will be in effect through March 31 2013 and that
in Column B will be in effect after that date If a Mate1ials Recovery Facility
Okaloosa County Transfer Contract_Final Page23 of52
(MRF) is developed by the CONTRACTOR within a 200 mile radius of the
COUNTY prior to March 31 2013 the revenue payment in Column B will go
into effect when such MRF becomes operational
Table 2
Per Ton Revenue Payment to COUNTY Based on AMV
Avera2e Market Value COLUMN A COLUMNB
Low Hi2h
Revenue Payment to COUNTY ($Ton)
until March 31 2013
Revenue Payment to COUNTY($Ton)
after March 31 2013 lt$8001 $9000 $2000 $2000
$9001 $10000 $2000 $2500
$10001 $11000 $2000 $3000 $11001 $12000 $2000 $3500
$12001 $13000 $2500 $4000
$13001 $14000 $3000 $4500 $14001 $15000 $3500 $5000 $15001 $16000 $4000 $5500 $16001 $17000 $4500 $6000
$17001 $18000 $5000 $6500 $18001 $19000 $5500 $7000 $19001 $20000 $6000 $7500
$20001 $21000 $6500 $8000 $21001 $22000 $7000 $8500
$22001 gt$23000 $7500 $9000
713 No later than the fifteenth (15th) Day of each month the CONTRACTOR shall
submit a Monthly Payment Report in a format approved by the Authorized
Representative for the previous calendar month detailing the calculation of each
revenue payment and the total revenue payment due to the COUNTY Said
revenue payment shall be remitted to the COUNTY within thirty (30) Days from
the end of the month for which the payment is being made
714 The CONTRACTOR may request a study to measure the composition of
Recyclable Materials utilized to calculate the AMV pursuant to Paragraph 7 1
Okaloosa County Transfer Contract_Final Page 24 of52
Table I of this Agreement such request being subject to approval by the
COUNTY If approved by the COUNTY the CONTRACTOR and COUNTY
shall jointly develop a methodology and cost estimate to conduct the composition
study The final methodology and selection of the Independent Third Party to
conduct the study must be approved by the Authorized Representative The
parties shall share equally in paying for the cost of the study Study results are
subject to final approval by the Authorized Representative Once approved
adjustments to the composition of Recyclable Materials shall become effective for
the following month and remainder of the term of the Agreement or until further
adjusted in accordance with this article
72 OTHER RECYCLABLE MATERIALS
The CONTRACTOR will remit $20 per Ton of Recyclable Material received at the
Recycling Facility that is not subject to Paragraph 71 with the exception of Recyclable
Materials not generated in Okaloosa County
ARTICLE 8 PERFORMANCE BOND
The CONTRACTOR shall furnish to the COUNTY a performance bond issued by a surety
licensed to do business in the State of Florida for the faithful performance of the Agreement and
all obligations arising hereunder The performance bond shall be made payable in favor of
Okaloosa County Florida or in lieu thereof pay to the COUNTY the sum of $200000000 A
complete bond shall be issued at least thirty (30) Days prior to the Commencement Date of this
Agreement
ARTICLE 9 LIQUIDATED DAMAGES
If the CONTRACTOR does not substantially fulfill its obligations under this Agreement the
COUNTY shall provide written notice to the CONTRACTOR of specific areas of deficiency
Examples of such deficiencies include but are not limited to the following
Okaloosa County Transfer Contract_Final Page 25 of 52
(a) Violation of environmental laws
(b) Inadequate litter control at the Transfer Stations andor the Recycling Facility Adequate
litter control is defined as minimizing litter leaving the site and the collection of off-site
and on-site litter at the end of every business day
(c) Failure to remove Solid Waste from the transfer station tipping floor in accordance with
FRANCHISEEs operating permits
(d) Other conditions created by the CONTRACTOR that could impact public health and
safety and
(e) Poor maintenance of the Transfer Stations and Recycling Facility and equipment
resulting in a poor public image of the facilities
The CONTRACTOR shall initiate reasonable steps to correct these deficiencies within seventyshy
two (72) hours of written notice If the CONTRACTOR does not initiate reasonable steps within
seventy-two (72) hours the COUNTY may at its discretion impose liquidated damages of $500
per Day until deficiencies are satisfactorily con-ected as determined by the COUNTY If the
CONTRACTOR has not con-ected these deficiencies within thirty (30) Days of receipt of written
notice the CONTRACTOR will be considered in default of the Agreement and the COUNTY
may terminate this Agreement and recover damages in the full amount of the performance bond
The COUNTY may assess liquidated damages pursuant to this Aliicle on a monthly basis and
shall at the end of each month notify the CONTRACTOR in writing of the liquidated damages
assessed and the basis for each assessment In the event the CONTRACTOR wishes to contest
such assessment(s) the CONTRACTOR shall within five (5) Days after receiving such notice
request in writing an opportunity to be heaimiddotd by the Board and present its defense to such
assessment(s)
The COUNTYs Authorized Representative shall notify the CONTRACTOR in writing of any
action taken with respect to CONTRACTORs claims and the decision of the Board will be final
Okaloosa County Transfer Contract_Final Page 26 of 52
ARTICLE 10 DEFAULT AND TERMINATION
The COUNTY may terminate this Agreement except as otherwise provided below in this
paragraph by giving CONTRACTOR fifteen (15) Days advance written notice upon the
happening of any one of the following events
(a) The CONTRACTOR fails to remedy deficiencies as noted in Article 9 within
thirty (30) Days of receipt ofwritten notice by the COUNTY
(b) The CONTRACTOR takes the benefit of any present or future insolvency statute
or shall make a general assigmnent for the benefit of creditors or file a voluntary
petition in bankruptcy or a petition or answer seeking readjustment of its
indebtedness under the Federal United States or any state thereof or consent to
the appointment or a receiver trustee or liquidator of all or substantially all of its
property or
(c) By order or decree of a court the CONTRACTOR shall be adjudged bankrupt or
an order shall be made approving a petition filed by any of its creditors or by any
of the Stockholders of the CONTRACTOR seeking its reorganization or the
readjustment of its indebtedness under federal bankrnptcy laws or under any law
of statute of the United States or of any state thereof provided that if any such
judgment is stayed or vacated within sixty ( 60) Days after the entry thereof any
notice of cancellation shall be and become null void and of no effect or
(d) By or pursuant to or under authority of any legislative act resolution or rule or
any order or decree of any cornt or government board agency or office having
jurisdiction a receiver trustee or liquidator shall take possession or control of all
or substantially all of the property of the CONTRACTOR and such possession of
control shall continue in effect for a period of sixty ( 60) Days or
(e) The CONTRACTOR shall voluntarily abandon desert or discontinue its
operation hereunder granted
Okaloosa County Transfer Contract_Final Page 27 of52
Then such shall be considered a material breach of this Agreement and the Authorized
Representative shall notify the CONTRACTOR in writing of the breach If within a period of
fifteen (15) Days the CONTRACTOR has not eliminated the conditions considered to be a
breach of contract or having so co=enced shall fail thereafter to continue with diligence the
cming thereof the Authorized Representative shall notify the Board
After these fifteen (15) Days the COUNTY can cause the CONTRACTOR to be obligated to pay
the COUNTY the amount specified in the bond and has the authority to terminate this
Agreement
ARTICLE 11 INSURANCE
111 CONTRACTORS INSURANCE
1111 The CONTRACTOR shall not co=ence any work in connection with this
Agreement until he has obtained all required insurance and such insurance has
been approved by the Okaloosa County Risk Management Director
1112 All insurance policies shall be with insurers licensed to do business in the State of
Florida and any insuring company is required to have a rnininimn rating of A
Class X in the Best Key Rating Guide published A M Best amp Co Inc
1113 All insurance shall include the interest of all entities names in and its respective
agents consultants servants and employees of each and all other interests as may
be reasonably required by Okaloosa County as Additional Insured The coverage
afforded the Additional Insured under this policy shall be primary insurance If
the Additional Insured have other insurance that is applicable to the loss such
other insurance shall be on an excess or contingent basis The amount of the
companys liability under this policy shall not be reduced by the existence of such
other insurance
Okaloosa County Transfer Contract_Final Page 28 of 52
1114 The County of Okaloosa shall be listed as Additional Insured by policy
endorsement on all insurance contracts applicable to this Agreement except
Workers Compensation and Professional Liability
1115 The County of Okaloosa shall be furnished proof of coverage by certificates of
insurance (COI) and endorsements for every applicable insurance contract
required by this Agreement The COI s and policy endorsements must be
delivered to the Autho1ized Representative not less than ten (10) Days prior to the
commencement of any and all contractual agreements between the County of
Okaloosa and the CONTRACTOR
1116 The COUNTY shall retain the right to reject all insurance contracts that do not
meet the requirement of this Agreement Further the COUNTY reserves the right
to change these insurance requirements with 60-Day notice to the
CONTRACTOR
1117 The insurance definition of Insured or Additional Insured shall include
Subcontractors Sub-subcontractors and any associated or subsidiary companies
of the CONTRACTOR which are involved and which is a part of the contract
1118 The COUNTY reserves the right at any time to require the CONTRACTOR to
provide certified copies of any insurance policies to document the insurance
coverage specified in this Agreement
1119 The designation of CONTRACTOR shall include any associated or subsidiary
company which is involved and is a part of the contract and such if any
associated or subsidiary company involved in the project must be named in the
Workers Compensation coverage
111IOAll policies shall be written so that the COUNTY will be notified of cancellation
or restrictive amendments at least thirty (30) Days prior to the effective date of
such cancellation or amendment Such notice shall be given directly to the
Authorized Representative
Okaloosa County Transfer Contract_Final Page 29 of 52
112 WORKERS COMPENSATION INSURANCE
1121 The CONTRACTOR shall secure and maintain during the life of this agreement
Workers Compensation insurance for all of his employees employed for the
project or any site connected with the work including supervision administration
or management of this project and in case any work is sublet with the approval
of the County of Okaloosa the CONTRACTOR shall require the Subcontractor
similarly to provide Workers Compensation insurance for all employees
employed at the site of the project and such evidence of insurance shall be
furnished the County of Okaloosa not less than ten (10) Days prior to the
conunencement of any and all subcontractual agreements which have been
approved by the County of Okaloosa
1122 Such insurance shall comply with the Florida Workers Compensation Law
1123 No class of employee including the CONTRACTOR himself shall be excluded
from the Workers Compensation insurance coverage The Workers
Compensation insurance shall also include Employers Liability coverage
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE
1131 The CONTRACTOR shall maintain Business Automobile Liability insurance
coverage throughout the life of this Agreement The insurance shall include
Owned Non-owned amp Hired Motor Vehicle coverage
1132 The CONTRACTOR shall carry other Conunercial General Liability insurance
against all other Bodily Injury Property Damage and Personal and Advertising
Injury exposures The coverage shall include both On- and Off-Premises
Operations Contractual Liability Board Form Property Damage and
Professional Liability
1133 All liability insurance ( other than Professional Liability) shall be written on an
occurrence basis and shall not be written on a claim-made basis If the insurance
Okaloosa County Transfer Contract~Final Page 30 of 52
is issued with an aggregate limit of liability the aggregate limit of liability shall
apply only to the locations included in this Agreement If as the result of any
claims or other reasons the available limits of insurance reduce to less than those
stated in the Limits of Liability the CONTRACTOR shall notify the Authorized
Representative in writing The CONTRACTOR shall purchase additional liability
insurance to maintain the requirements established in this Agreement Umbrella
or Excess Liability insurance can be purchased to meet the Limits of Liability
specified in this Agreement
1134 Commercial General Liability coverage shall be endorsed to include the
following
Premises - Operation Liability
Occurrence Bodily Injmy and Property Damage Liability
Independent CONTRACTORs Liability
Completed Operations and Products Liability
1135 CONTRACTOR shall agree to keep in continuous force Commercial General
Liability coverage including Completed Operations and Products Liability for two
(2) years beyond acceptance ofproject
114 LIMITS OF LIABILITY
The insurance required shall be written for not less than the following or greater if
required by law and shall include Employers liability with limits as prescribed in this
contract
LIMIT
A Workers Compensation
(1) State Statut01y
(2) Employers Liability $1000000 each accident
B Business Automobile amp Commercial $1000000 each occurrence
General Liability Insurance (A combined single limit)
C Personal and Adve1tising Injury $250000
D Pollution Liability $10000000 each occurrence
Okaloosa County Transfer Contract_Final Page 31 of 52
115 NOTICE OF CLAIMS AND LITIGATION
The CONTRACTOR agrees to report any incident or claim that results from performance
of this Agreement The COUNTY representative shall receive written notice in the form
of a detailed written repmi describing the incident or claim within ten ( 10) Days of the
CONTRACTORs knowledge In the event such incident or claim involves injury andor
property damage to a third party verbal notification shall be given the same Day the
CONTRACTOR becomes aware of the incident or claim followed by a written detailed
report within ten (10) Days of verbal notification
116 INDEMNIFICATION AND HOLD HARMLESS
To the fullest extent permitted by law CONTRACTOR shall indemnify and hold
harmless COUNTY its officers and employees from liabilities damages losses and
Costs including but not limited to reasonable attorney fees to the extent caused by the
negligence recklessness or intentional wrongful conduct of the CONTRACTOR and
other persons employed or utilized by the CONTRACTOR in the performance of this
contract
117 CERTIFICATES OF INSURANCE
1171 Certificates of insurance in duplicate indicating the job site and evidencing all
required coverage must be submitted to and approved by Okaloosa County prior
to the commencement of any of the work The certificate holder(s) shall be as
follows
Okaloosa County
602-C No1ih Pearl Street
Crestview Florida 32536
1172 All policies shall expressly require thirty (30) Days written notice to Okaloosa
County at the address set out above or the cancellations of material alterations of
such policies and the Certificates of Insurance shall so provide
Okaloosa County Transfer Contract_Final Page32 of52
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
23 TERM
The term of this Agreement shall commence on the Effective Date and end on March 31
2016 The term of this Agreement may be renewed for one (1) additional term of five (5)
years commencing at the end of the initial te1m by mutual agreement of the parties
ARTICLE 3 COUNTY RESPONSIBILITIES
31 DELIVERY OF ACCEPTABLE WASTE
The COUNTY or others authorized by the COUNTY shall deliver Acceptable Waste to
the Transfer Stations and Recyclable Materials to the Recycling Facility
32 MANNER OF DELIVERIES
The COUNTY shall grant to CONTRACTOR reasonable authority to deny admission to
the Transfer Stations of any vehicle carrying refuse which may leak spill or allow waste
to be blown or scattered about the Transfer Stations before unloading at the site
33 COOPERATION
COUNTY shall cooperate with CONTRACTOR in CONTRACTORs efforts to obtain
and renew all required permits licenses and approvals shall not appear as an objector in
any proceeding to consider the granting or renewal of such permits licenses or approvals
and shall promptly and reasonably consider any applications by CONTRACTOR
ARTICLE 4 CONTRACTOR RESPONSIBILITIES
41 OWNERSHIP AND TRANSFER OF OWNERSHIP
411 Throughout the full term of this Agreement the CONTRACTOR shall retain
ownership of the Transfer Stations and Recycling Facility At the conclusion of
the full term of the Agreement or in the event of CONTRACTOR default and
Okaloosa County Transfer Contract_Final Page 13 of52
termination by the COUNTY the Baker Transfer Station and all real property at
the Fort Walton Beach Transfer Station and Recycling Facility will be wholly
owned by the COUNTY and CONTRACTOR shall convey in Required Tum
Back Condition good and marketable title to the same to the COUNTY free and
clear of all liens or other encumbrances For the purposes of this Agreement real
property means the Fort Walton Beach Transfer Station and Recycling Facility
property as defined by the warranty deeds in Exhibit B and all physical buildings
and structures thereon including all equipment and fixtures with the exception of
rolling stock
412 In order to establish the Required Turn Back Condition of all real property at the
Transfer Stations and Recycling Facility and the need for repairs or replacements
if any the COUNTY and the CONTRACTOR shall conduct a joint inspection(s)
of the Facilities sites and buildings to include the utilities no later than thirty
(30) Days after the Effective Date of this Agreement The COUNTY and the
CONTRACTOR shall develop a list of any necessary repairs or replacements that
the CONTRACTOR is responsible for paying for andor performing such repairs
or replacements and establish a schedule for completing such work The
condition of the Facilities sites and buildings following completion of such
repairs and replacements shall be the Required Tum Back Condition allowing for
normal wear and tear commensurate with the time of use and considering the
CONTRACTORs responsibilities for maintenance repair and replacement
413 The CONTRACTOR shall maintain and convey at the conclusion of the full term
of this Agreement all real property at the Transfer Stations and Recycling Facility
to the COUNTY in Required Turn Back Condition The COUNTY shall notify
the CONTRACTOR of any deficiencies in the Required Tum Back Condition
and CONTRACTOR shall remedy such deficiencies
42 CAPITAL IMPROVEMENTS
The CONTRACTOR shall be solely responsible for the cost of all capital improvements
to the Transfer Stations and Recycling Facility
Okaloosa County Transfer Contract_Final Page 14 of 52
43 PERMITTING AND COMPLIANCE
The CONTRACTOR shall be responsible for obtaining and maintaining permits
approvals and licenses as are requrred for the operation of the Transfer Stations and
Recycling Facility CONTRACTOR shall operate the facilities in compliance with all
requirements of Federal State and local laws rules ordinances and regulations
applicable to the management of such facilities and as contained in the permits issued
relative to the facilities CONTRACTOR and the COUNTY agree to cooperate fully with
one another within reason in all efforts undertaken pursuant to this paragraph The
CONTRACTOR shall be responsible at its sole cost for the payment of all fines
penalties and citations that the CONTRACTOR may incur
44 ACCEPTANCE OF WASTE
In accordance with applicable operational protocol established by the CONTRACTOR
and with the approval of the COUNTY CONTRACTOR shall provide operate and
maintain facilities for the receipt of Acceptable Waste brought to the Transfer Stations
441 Acceptable Waste The CONTRACTOR shall process Acceptable Waste received
at the Transfer Stations in accordance with applicable Federal State and local
regulations and in a manner which would not be likely to pose a threat to public
health and safety
442 Special Waste CONTRACTOR shall implement a program to identify and
manage Special Waste Any testing or additional charges for the receipt handling
and disposal of Special Waste shall be as agreed between the CONTRACTOR
and the generator or transpmier of the Special Waste
443 Unacceptable Waste The CONTRACTOR shall exercise its best efforts to avoid
the acceptance of Unacceptable Waste at the Transfer Stations The
CONTRACTOR shall process Unacceptable Waste received at the Transfer
Stations in accordance with applicable Federal State and local laws rules
ordinances and regulations and in a manner which would not be likely to pose a
threat to public health and safety The CONTRACTOR shall indemnify the
Okaloosa County Transfer Contract_Final Page 15 of 52
COUNTY for any liability claim or damages imposed as a consequence of
CONTRACTORs failure to process such material in accordance with applicable
Federal State or local regulations Any testing required or additional charges
imposed for the receipt handling and disposal of Special Waste shall be as agreed
between the CONTRACTOR and the generator or transporter of the Unacceptable
Waste
45 OPERATING REQUIREMENTS
451 The CONTRACTOR will provide at CONTRACTORs expense all the utilities
used in operating the Transfer Stations and Recycling Facility At the Baker
Transfer Station the CONTRACTOR shall pre-treat leachate to a pH between 60
and 85 The COUNTY shall transport the treated leachate for further treatment
and disposal
452 The CONTRACTOR shall be responsible for the maintenance and repair of all
real property at the Transfer Stations and Recycling Facility in accordance with
industry and operational standards It shall also be the CONTRACTORs
responsibility to replace all or part of the property fixtures machinery
improvements and equipment as required to maintain the operation and
performance of the Transfer Stations and Recycling Facility including facility
expansion necessary to accommodate increased throughput The CONTRACTOR
shall maintain and or replace as appropriate all rolling stock utilized by the
CONTRACTOR in performance of this Agreement
453 The CONTRACTOR shall specifically establish a procedure for monitoring the
wear on the waste receiving floors and shall establish a repair procedure before
the wear has progressed to the point that further wear could jeopardize the
renewal of the floor surface or involve replacement of the steel reinforcement in
the floor The floor shall be resurfaced by the CONTRACTOR at least once
during the te1m ofthis Agreement
Okaloosa County Transfer Contract_Final Page 16 of 52
454 The CONTRACTOR shall remove Solid Waste from the transfer station tipping
floors in accordance with its operating permits
455 The CONTRACTOR shall operate the facilities to allow for a turnaround time of
not greater than twenty (20) minutes for vehicles delivering waste or Recyclable
Materials
456 The Transfer Stations and Recycling Facility will be maintained in a neat clean
and attractive manner consistent with its function and present a positive public
appearance
457 The CONTRACTOR shall control litter at the Transfer Stations and Recycling
Facility sites Adequate litter control is defined as minimizing litter leaving the
site and the collection of off-site and on-site litter at the end of eve1y business
day
458 The CONTRACTOR shall separate tires White Goods and Electronics delivered
to the Transfer Stations from other waste and place them in separate containers as
provided by the COUNTY
46 HOURS AND DAYS OF OPERATION
The Transfer Stations and Recycling Facility will be open to the public from 600 am
until 500 pm Monday through Friday and 600 am until 1200 noon Saturday The
COUNTY reserves the right to alter the operating hours of the facilities The
FRANCillSEE and COUNTY agree to negotiate a reasonable rate adjustment if such
change in operating hours affects operating costs
47 HOLIDAYS
The CONTRACTOR will close the Transfer Stations and Recycling Facility on the
following holidays New Years Day Thanksgiving and Clumiddotistmas
Okaloosa County Transfer Contract_Final Page 17 of 52
48 COUNTY ACCESS
The CONTRACTOR shall afford reasonable access at any reasonable time to the
Transfer Stations and Recycling Facility by the COUNTY its authorized agents or public
authorities having regulatory jurisdiction over the facilities Such visits shall be
conducted in a manner so as to cause minimum interference with the performance of
CONTRACTOR s responsibilities hereunder All persons conducting such visits shall
provide appropriate identification and shall comply with CONTRACTORs established
safety rules and regulations
49 TRANSPORTATION OF ACCEPTABLE WASTE
The CONTRACTOR shall be responsible for all transportation of Acceptable Waste
except White Goods and tires once it has been accepted for disposal at the Transfer
Stations The CONTRACTOR shall transport Electronics to the COUNTY facility
designated by Authorized Representative The CONTRACTOR may transpmt
Constmction and Demolition Debris to a permitted facility of its choosing The
CONTRACTOR shall transpmt all other Acceptable Waste to the Spring Hill Regional
Landfill and shall have the duty to ensure that the transportation will be performed in
accordance with applicable regulations and will be prompt safe and efficient Upon
approval by the Authorized Representative the CONTRACTOR may transpmt
Acceptable Waste to a different permitted facility If such facility is closer to Okaloosa
County than the Spring Hill Regional Landfill the CONTRACTOR and COUNTY shall
negotiate a co=ensurate rate adjustment
410 PROCESSING OF RECYCLABLE MATERIALS
The CONTRACTOR shall be responsible for all transportation and processmg of
Recyclable Materials accepted at the Recycling Facility
411 RECORDKEEPING AND REPORTING
4111 The CONTRACTOR records required herein shall be maintained in electronic
database format utilizing Microsoft software or in a format approved by the
Okaloosa County Transfer Contract_Final Page 18 of 52
Authorized Representative The databases shall be readily available for inspection
by the COUNTY at any time during normal operating hours and information in
the records shall be shared with the COUNTY upon request
4112 The CONTRACTOR shall weigh and record all inbound and outbound vehicles
carrying materials including transfer trucks at the Fort Walton Beach Transfer
Station and Recycling Facility Each vehicle delivering waste or Recyclable
Materials shall be properly identified and authorized in a manner satisfactory to
the COUNTY and CONTRACTOR Weights of all waste and Recyclable
Materials shall be recorded in the COUNTYs WasteWorks system
4113 The weight of Acceptable Waste and Recyclable Materials shall be determined
using the weigh scales at the facility The CONTRACTOR shall at regular
intervals test the accuracy of the weigh scales such testing shall occur at least
once every ninety (90) Days The test records for the term of this Agreement shall
be kept on file in the scale house at the facility
4114 The CONTRACTOR shall maintain the original weight records that identify the
vehicles the time of weighing( s) and the tare weights of the vehicles for a period
of five (5) years after which CONTRACTOR may dispose of such records The
CONTRACTORs records so developed will be used as a basis for calculating
quantities of waste and Recyclable Materials and shall be subject to review
including spot checking by the COUNTY at its discretion on site or made
available to the COUNTY at such times as it may reasonably request Required
records in this category include but are not limited to itemized statements of the
amount of Acceptable Waste delivered to the Transfer Stations as further defmed
in Article 4
4115 The COUNTY shall be entitled to have its designated representatives at the
Transfer Stations and Recycling Facility at all times and CONTRACTOR shall
designate a suitable site for an office if required by COUNTY The COUNTY
shall further have the right to station its employees at all weigh scales to verify the
Okaloosa County Transfer Contract_Final Page 19 of52
correctness of the weight records and the CONTRACTOR shall provide
reasonable space for said employees
4116 The CONTRACTOR shall provide the Authorized Representative with its internal
tonnage report which shall include all waste delivered to the Transfer Stations
and all Recyclable Materials delivered to the Recycling Facility Tonnage shall
be broken down by material type and source of generationdelivery with all waste
and Recyclable Materials collected within the COUNTYs Franchise Area clearly
noted For Recyclable Materials collected within the COUNTYs Franchise Area
the CONTRACTOR shall provide an estimate of the breakdown of such material
by commodity Such report shall be submitted in electronic format within seven
(7) Days after the end of each month
412 TRANSITION
4121 The CONTRACTOR shall cooperate with the COUNTY or its designated
contractor during any transition period at the end of this Agreement Such
cooperation includes but is not limited to allowing site visits of the facilities by
the COUNTY or its contractor with advance notice and ensuring all facilities are
in Required Tum Back Condition pursuant to Paragraph 41
4122 The CONTRACTOR shall transfer all active facility permits for the Transfer
Stations and Recycling Facility to the COUNTY or its designated contractor as
requested by the COUNTY in a timely manner so as to avoid any disruption of
service
ARTICLES CONTRACTORS COMPENSATION
51 BASE RATE
The combined total rate for Acceptable Waste handling transportation and disposal paid
to the CONTRACTOR by the COUNTY shall be $3677 per Ton ofrep011ed and verified
waste receipts with the exception of Recyclable Materials Special Waste or
Okaloosa County Transfer Contract_Final Page20 of52
Construction and Demolition Debris managed at the facilities This rate shall take effect
on the Commencement Date of this Agreement and shall continue without adjustment
through September 30 2011
52 RATE ADJUSTMENTS
On October I 2011 and October 1 of each subsequent Contract Year of this Agreement
the CONTRACTORs base rate as provided in Paragraph 51 shall be adjusted
accmding to the following methodology as further explained in Exhibit C seventy
percent (70) of the rate shall be adjusted based on seventy-five percent (75) of the
percentage change in the CPI for the twelve (12) months ending on the preceding June
30ili and thirty percent (30) of the rate shall be adjusted based on the percent change in
the US Department of Energy Fuel Index for the previous twelve (12) months ending on
the preceding June 30ili The total rate adjustment each year may not exceed two percent
(2) of the previous years rates
53 BILLING AND PAYMENT OF CONTRACTORS FEES
531 CONTRACTOR shall keep records of all Acceptable Waste received at the
Transfer Stations as described herein
532 CONTRACTOR shall invoice the COUNTY monthly for the handling
transportation and disposal fees as set forth herein for Acceptable Waste
received at the Transfer Stations This invoice must include detailed information
regarding waste receipts including Solid Waste Bulk Waste Special Waste
Recyclable Material Unacceptable Waste and Merchant Waste in a format
approved by the Authorized Representative Only waste receipts reported using
this format and verified by the COUNTY will be paid COUNTY shall pay such
invoices within thirty (30) Days from the date of invoice or request additional
info1mation if adequate information is not provided
Okaloosa County Transfer Contract_Final Page 21 of52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS
COUNTY shall be responsible for the setting and collection of charges associated with all waste
receipts except as provided herein
61 ACCEPTABLE WASTE
The rates charged for Acceptable Waste will be as established by COUNTY Ordinance
No 00-08 and any amendments thereto If a waste load is too small to be accurately
weighed by the Transfer Stations weigh scales a flat rate shall be charged to the
customer per vehicle as established by COUNTY Ordinance No 00-08 and any
amendments thereto
62 SPECIAL WASTE
CONTRACTOR shall be responsible for setting rates associated with Special Waste
63 CONSTRUCTION AND DEMOLITION DEBRIS
CONTRACTOR shall use its best efforts to deliver a mmnnum of 1000 Tons of
Construction and Demolition Debris (CampD) per month to the Transfer Stations
collectively The COUNTY shall charge the CONTRACTOR a Ten Dollar ($1000) per
Ton host fee for all CampD material delivered to the Transfer Stations This CampD material
shall not be subject to any additional charges or Costs including tipping fees by the
COUNTY to the CONTRACTOR
64 RECYCLABLE MATERIALS
Recyclable Materials delivered by or on behalf of the COUNTY Incorporated
Municipalities or by private citizens directly or collected by the CONTRACTOR from
Commercial Business Establishments in the COUNTY will be accepted at no charge
The CONTRACTOR may negotiate Recyclable Materials processing fees with other
entities delivering such materials to the Recycling Facility
Okaloosa County Transfer Contract_ Final Page22 of52
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS
71 COUNTY RECYCLABLE MATERIALS
The CONTRACTOR shall pay the COUNTY revenue for each Ton of Recyclable
Materials delivered by or on behalf of the COUNTY to the Recycling Facility as follows
711 Each month the CONTRACTOR shall calculate the Average Market Value
(AMV) of Recyclable Materials defined as the sum of commodity prices (US
Dollar per Ton) posted on the first week of the month for the Southeast USA in
SecondaryMaterialsPricingcom and SecondaryFiberPricingcom multiplied by
the composition of the Recyclable Materials as defmed in Table 1 Exhibit D
provides an example ofthis calculation
Table 1
Composition ofRecyclable Materials and Market Indexes for Determining AMV
lVIaterial Index Description Percentale Newspaper (ONP) PSI 8 Baled FOB sellers dock 5260 Corrugated Cardboard (OCC) PSI 11 Baled FOB sellers dock 1130 Mixed Paper PSI 1 Baled FOB sellers dock 460 Aseptic Containers NIA 000 Aluminum Cans Aluminum Cans Sorted and Baled Delivered 170 Steel Cans Steel Cans Sorted and Baled Delivered 230 PET PET Baled Picked Up 460 HDPE (Natural) Natural HDPE Baled Picked Uo 090 HDPE (Colored) Colored HDPE Baled Picked Up 180 Clear Glass Flint Delivered 830 Green Glass Green Delivered 450 Brown Glass Amber Delivered 490 Contamination NIA 250
712 Each month the CONTRACTOR shall pay revenue to the COUNTY based on
the AMV equal to the total Tons of Recyclable Materials delivered by or on
behalf of the COUNTY multiplied by the revenue payment in Table 2 The
revenue payment in Column A will be in effect through March 31 2013 and that
in Column B will be in effect after that date If a Mate1ials Recovery Facility
Okaloosa County Transfer Contract_Final Page23 of52
(MRF) is developed by the CONTRACTOR within a 200 mile radius of the
COUNTY prior to March 31 2013 the revenue payment in Column B will go
into effect when such MRF becomes operational
Table 2
Per Ton Revenue Payment to COUNTY Based on AMV
Avera2e Market Value COLUMN A COLUMNB
Low Hi2h
Revenue Payment to COUNTY ($Ton)
until March 31 2013
Revenue Payment to COUNTY($Ton)
after March 31 2013 lt$8001 $9000 $2000 $2000
$9001 $10000 $2000 $2500
$10001 $11000 $2000 $3000 $11001 $12000 $2000 $3500
$12001 $13000 $2500 $4000
$13001 $14000 $3000 $4500 $14001 $15000 $3500 $5000 $15001 $16000 $4000 $5500 $16001 $17000 $4500 $6000
$17001 $18000 $5000 $6500 $18001 $19000 $5500 $7000 $19001 $20000 $6000 $7500
$20001 $21000 $6500 $8000 $21001 $22000 $7000 $8500
$22001 gt$23000 $7500 $9000
713 No later than the fifteenth (15th) Day of each month the CONTRACTOR shall
submit a Monthly Payment Report in a format approved by the Authorized
Representative for the previous calendar month detailing the calculation of each
revenue payment and the total revenue payment due to the COUNTY Said
revenue payment shall be remitted to the COUNTY within thirty (30) Days from
the end of the month for which the payment is being made
714 The CONTRACTOR may request a study to measure the composition of
Recyclable Materials utilized to calculate the AMV pursuant to Paragraph 7 1
Okaloosa County Transfer Contract_Final Page 24 of52
Table I of this Agreement such request being subject to approval by the
COUNTY If approved by the COUNTY the CONTRACTOR and COUNTY
shall jointly develop a methodology and cost estimate to conduct the composition
study The final methodology and selection of the Independent Third Party to
conduct the study must be approved by the Authorized Representative The
parties shall share equally in paying for the cost of the study Study results are
subject to final approval by the Authorized Representative Once approved
adjustments to the composition of Recyclable Materials shall become effective for
the following month and remainder of the term of the Agreement or until further
adjusted in accordance with this article
72 OTHER RECYCLABLE MATERIALS
The CONTRACTOR will remit $20 per Ton of Recyclable Material received at the
Recycling Facility that is not subject to Paragraph 71 with the exception of Recyclable
Materials not generated in Okaloosa County
ARTICLE 8 PERFORMANCE BOND
The CONTRACTOR shall furnish to the COUNTY a performance bond issued by a surety
licensed to do business in the State of Florida for the faithful performance of the Agreement and
all obligations arising hereunder The performance bond shall be made payable in favor of
Okaloosa County Florida or in lieu thereof pay to the COUNTY the sum of $200000000 A
complete bond shall be issued at least thirty (30) Days prior to the Commencement Date of this
Agreement
ARTICLE 9 LIQUIDATED DAMAGES
If the CONTRACTOR does not substantially fulfill its obligations under this Agreement the
COUNTY shall provide written notice to the CONTRACTOR of specific areas of deficiency
Examples of such deficiencies include but are not limited to the following
Okaloosa County Transfer Contract_Final Page 25 of 52
(a) Violation of environmental laws
(b) Inadequate litter control at the Transfer Stations andor the Recycling Facility Adequate
litter control is defined as minimizing litter leaving the site and the collection of off-site
and on-site litter at the end of every business day
(c) Failure to remove Solid Waste from the transfer station tipping floor in accordance with
FRANCHISEEs operating permits
(d) Other conditions created by the CONTRACTOR that could impact public health and
safety and
(e) Poor maintenance of the Transfer Stations and Recycling Facility and equipment
resulting in a poor public image of the facilities
The CONTRACTOR shall initiate reasonable steps to correct these deficiencies within seventyshy
two (72) hours of written notice If the CONTRACTOR does not initiate reasonable steps within
seventy-two (72) hours the COUNTY may at its discretion impose liquidated damages of $500
per Day until deficiencies are satisfactorily con-ected as determined by the COUNTY If the
CONTRACTOR has not con-ected these deficiencies within thirty (30) Days of receipt of written
notice the CONTRACTOR will be considered in default of the Agreement and the COUNTY
may terminate this Agreement and recover damages in the full amount of the performance bond
The COUNTY may assess liquidated damages pursuant to this Aliicle on a monthly basis and
shall at the end of each month notify the CONTRACTOR in writing of the liquidated damages
assessed and the basis for each assessment In the event the CONTRACTOR wishes to contest
such assessment(s) the CONTRACTOR shall within five (5) Days after receiving such notice
request in writing an opportunity to be heaimiddotd by the Board and present its defense to such
assessment(s)
The COUNTYs Authorized Representative shall notify the CONTRACTOR in writing of any
action taken with respect to CONTRACTORs claims and the decision of the Board will be final
Okaloosa County Transfer Contract_Final Page 26 of 52
ARTICLE 10 DEFAULT AND TERMINATION
The COUNTY may terminate this Agreement except as otherwise provided below in this
paragraph by giving CONTRACTOR fifteen (15) Days advance written notice upon the
happening of any one of the following events
(a) The CONTRACTOR fails to remedy deficiencies as noted in Article 9 within
thirty (30) Days of receipt ofwritten notice by the COUNTY
(b) The CONTRACTOR takes the benefit of any present or future insolvency statute
or shall make a general assigmnent for the benefit of creditors or file a voluntary
petition in bankruptcy or a petition or answer seeking readjustment of its
indebtedness under the Federal United States or any state thereof or consent to
the appointment or a receiver trustee or liquidator of all or substantially all of its
property or
(c) By order or decree of a court the CONTRACTOR shall be adjudged bankrupt or
an order shall be made approving a petition filed by any of its creditors or by any
of the Stockholders of the CONTRACTOR seeking its reorganization or the
readjustment of its indebtedness under federal bankrnptcy laws or under any law
of statute of the United States or of any state thereof provided that if any such
judgment is stayed or vacated within sixty ( 60) Days after the entry thereof any
notice of cancellation shall be and become null void and of no effect or
(d) By or pursuant to or under authority of any legislative act resolution or rule or
any order or decree of any cornt or government board agency or office having
jurisdiction a receiver trustee or liquidator shall take possession or control of all
or substantially all of the property of the CONTRACTOR and such possession of
control shall continue in effect for a period of sixty ( 60) Days or
(e) The CONTRACTOR shall voluntarily abandon desert or discontinue its
operation hereunder granted
Okaloosa County Transfer Contract_Final Page 27 of52
Then such shall be considered a material breach of this Agreement and the Authorized
Representative shall notify the CONTRACTOR in writing of the breach If within a period of
fifteen (15) Days the CONTRACTOR has not eliminated the conditions considered to be a
breach of contract or having so co=enced shall fail thereafter to continue with diligence the
cming thereof the Authorized Representative shall notify the Board
After these fifteen (15) Days the COUNTY can cause the CONTRACTOR to be obligated to pay
the COUNTY the amount specified in the bond and has the authority to terminate this
Agreement
ARTICLE 11 INSURANCE
111 CONTRACTORS INSURANCE
1111 The CONTRACTOR shall not co=ence any work in connection with this
Agreement until he has obtained all required insurance and such insurance has
been approved by the Okaloosa County Risk Management Director
1112 All insurance policies shall be with insurers licensed to do business in the State of
Florida and any insuring company is required to have a rnininimn rating of A
Class X in the Best Key Rating Guide published A M Best amp Co Inc
1113 All insurance shall include the interest of all entities names in and its respective
agents consultants servants and employees of each and all other interests as may
be reasonably required by Okaloosa County as Additional Insured The coverage
afforded the Additional Insured under this policy shall be primary insurance If
the Additional Insured have other insurance that is applicable to the loss such
other insurance shall be on an excess or contingent basis The amount of the
companys liability under this policy shall not be reduced by the existence of such
other insurance
Okaloosa County Transfer Contract_Final Page 28 of 52
1114 The County of Okaloosa shall be listed as Additional Insured by policy
endorsement on all insurance contracts applicable to this Agreement except
Workers Compensation and Professional Liability
1115 The County of Okaloosa shall be furnished proof of coverage by certificates of
insurance (COI) and endorsements for every applicable insurance contract
required by this Agreement The COI s and policy endorsements must be
delivered to the Autho1ized Representative not less than ten (10) Days prior to the
commencement of any and all contractual agreements between the County of
Okaloosa and the CONTRACTOR
1116 The COUNTY shall retain the right to reject all insurance contracts that do not
meet the requirement of this Agreement Further the COUNTY reserves the right
to change these insurance requirements with 60-Day notice to the
CONTRACTOR
1117 The insurance definition of Insured or Additional Insured shall include
Subcontractors Sub-subcontractors and any associated or subsidiary companies
of the CONTRACTOR which are involved and which is a part of the contract
1118 The COUNTY reserves the right at any time to require the CONTRACTOR to
provide certified copies of any insurance policies to document the insurance
coverage specified in this Agreement
1119 The designation of CONTRACTOR shall include any associated or subsidiary
company which is involved and is a part of the contract and such if any
associated or subsidiary company involved in the project must be named in the
Workers Compensation coverage
111IOAll policies shall be written so that the COUNTY will be notified of cancellation
or restrictive amendments at least thirty (30) Days prior to the effective date of
such cancellation or amendment Such notice shall be given directly to the
Authorized Representative
Okaloosa County Transfer Contract_Final Page 29 of 52
112 WORKERS COMPENSATION INSURANCE
1121 The CONTRACTOR shall secure and maintain during the life of this agreement
Workers Compensation insurance for all of his employees employed for the
project or any site connected with the work including supervision administration
or management of this project and in case any work is sublet with the approval
of the County of Okaloosa the CONTRACTOR shall require the Subcontractor
similarly to provide Workers Compensation insurance for all employees
employed at the site of the project and such evidence of insurance shall be
furnished the County of Okaloosa not less than ten (10) Days prior to the
conunencement of any and all subcontractual agreements which have been
approved by the County of Okaloosa
1122 Such insurance shall comply with the Florida Workers Compensation Law
1123 No class of employee including the CONTRACTOR himself shall be excluded
from the Workers Compensation insurance coverage The Workers
Compensation insurance shall also include Employers Liability coverage
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE
1131 The CONTRACTOR shall maintain Business Automobile Liability insurance
coverage throughout the life of this Agreement The insurance shall include
Owned Non-owned amp Hired Motor Vehicle coverage
1132 The CONTRACTOR shall carry other Conunercial General Liability insurance
against all other Bodily Injury Property Damage and Personal and Advertising
Injury exposures The coverage shall include both On- and Off-Premises
Operations Contractual Liability Board Form Property Damage and
Professional Liability
1133 All liability insurance ( other than Professional Liability) shall be written on an
occurrence basis and shall not be written on a claim-made basis If the insurance
Okaloosa County Transfer Contract~Final Page 30 of 52
is issued with an aggregate limit of liability the aggregate limit of liability shall
apply only to the locations included in this Agreement If as the result of any
claims or other reasons the available limits of insurance reduce to less than those
stated in the Limits of Liability the CONTRACTOR shall notify the Authorized
Representative in writing The CONTRACTOR shall purchase additional liability
insurance to maintain the requirements established in this Agreement Umbrella
or Excess Liability insurance can be purchased to meet the Limits of Liability
specified in this Agreement
1134 Commercial General Liability coverage shall be endorsed to include the
following
Premises - Operation Liability
Occurrence Bodily Injmy and Property Damage Liability
Independent CONTRACTORs Liability
Completed Operations and Products Liability
1135 CONTRACTOR shall agree to keep in continuous force Commercial General
Liability coverage including Completed Operations and Products Liability for two
(2) years beyond acceptance ofproject
114 LIMITS OF LIABILITY
The insurance required shall be written for not less than the following or greater if
required by law and shall include Employers liability with limits as prescribed in this
contract
LIMIT
A Workers Compensation
(1) State Statut01y
(2) Employers Liability $1000000 each accident
B Business Automobile amp Commercial $1000000 each occurrence
General Liability Insurance (A combined single limit)
C Personal and Adve1tising Injury $250000
D Pollution Liability $10000000 each occurrence
Okaloosa County Transfer Contract_Final Page 31 of 52
115 NOTICE OF CLAIMS AND LITIGATION
The CONTRACTOR agrees to report any incident or claim that results from performance
of this Agreement The COUNTY representative shall receive written notice in the form
of a detailed written repmi describing the incident or claim within ten ( 10) Days of the
CONTRACTORs knowledge In the event such incident or claim involves injury andor
property damage to a third party verbal notification shall be given the same Day the
CONTRACTOR becomes aware of the incident or claim followed by a written detailed
report within ten (10) Days of verbal notification
116 INDEMNIFICATION AND HOLD HARMLESS
To the fullest extent permitted by law CONTRACTOR shall indemnify and hold
harmless COUNTY its officers and employees from liabilities damages losses and
Costs including but not limited to reasonable attorney fees to the extent caused by the
negligence recklessness or intentional wrongful conduct of the CONTRACTOR and
other persons employed or utilized by the CONTRACTOR in the performance of this
contract
117 CERTIFICATES OF INSURANCE
1171 Certificates of insurance in duplicate indicating the job site and evidencing all
required coverage must be submitted to and approved by Okaloosa County prior
to the commencement of any of the work The certificate holder(s) shall be as
follows
Okaloosa County
602-C No1ih Pearl Street
Crestview Florida 32536
1172 All policies shall expressly require thirty (30) Days written notice to Okaloosa
County at the address set out above or the cancellations of material alterations of
such policies and the Certificates of Insurance shall so provide
Okaloosa County Transfer Contract_Final Page32 of52
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
termination by the COUNTY the Baker Transfer Station and all real property at
the Fort Walton Beach Transfer Station and Recycling Facility will be wholly
owned by the COUNTY and CONTRACTOR shall convey in Required Tum
Back Condition good and marketable title to the same to the COUNTY free and
clear of all liens or other encumbrances For the purposes of this Agreement real
property means the Fort Walton Beach Transfer Station and Recycling Facility
property as defined by the warranty deeds in Exhibit B and all physical buildings
and structures thereon including all equipment and fixtures with the exception of
rolling stock
412 In order to establish the Required Turn Back Condition of all real property at the
Transfer Stations and Recycling Facility and the need for repairs or replacements
if any the COUNTY and the CONTRACTOR shall conduct a joint inspection(s)
of the Facilities sites and buildings to include the utilities no later than thirty
(30) Days after the Effective Date of this Agreement The COUNTY and the
CONTRACTOR shall develop a list of any necessary repairs or replacements that
the CONTRACTOR is responsible for paying for andor performing such repairs
or replacements and establish a schedule for completing such work The
condition of the Facilities sites and buildings following completion of such
repairs and replacements shall be the Required Tum Back Condition allowing for
normal wear and tear commensurate with the time of use and considering the
CONTRACTORs responsibilities for maintenance repair and replacement
413 The CONTRACTOR shall maintain and convey at the conclusion of the full term
of this Agreement all real property at the Transfer Stations and Recycling Facility
to the COUNTY in Required Turn Back Condition The COUNTY shall notify
the CONTRACTOR of any deficiencies in the Required Tum Back Condition
and CONTRACTOR shall remedy such deficiencies
42 CAPITAL IMPROVEMENTS
The CONTRACTOR shall be solely responsible for the cost of all capital improvements
to the Transfer Stations and Recycling Facility
Okaloosa County Transfer Contract_Final Page 14 of 52
43 PERMITTING AND COMPLIANCE
The CONTRACTOR shall be responsible for obtaining and maintaining permits
approvals and licenses as are requrred for the operation of the Transfer Stations and
Recycling Facility CONTRACTOR shall operate the facilities in compliance with all
requirements of Federal State and local laws rules ordinances and regulations
applicable to the management of such facilities and as contained in the permits issued
relative to the facilities CONTRACTOR and the COUNTY agree to cooperate fully with
one another within reason in all efforts undertaken pursuant to this paragraph The
CONTRACTOR shall be responsible at its sole cost for the payment of all fines
penalties and citations that the CONTRACTOR may incur
44 ACCEPTANCE OF WASTE
In accordance with applicable operational protocol established by the CONTRACTOR
and with the approval of the COUNTY CONTRACTOR shall provide operate and
maintain facilities for the receipt of Acceptable Waste brought to the Transfer Stations
441 Acceptable Waste The CONTRACTOR shall process Acceptable Waste received
at the Transfer Stations in accordance with applicable Federal State and local
regulations and in a manner which would not be likely to pose a threat to public
health and safety
442 Special Waste CONTRACTOR shall implement a program to identify and
manage Special Waste Any testing or additional charges for the receipt handling
and disposal of Special Waste shall be as agreed between the CONTRACTOR
and the generator or transpmier of the Special Waste
443 Unacceptable Waste The CONTRACTOR shall exercise its best efforts to avoid
the acceptance of Unacceptable Waste at the Transfer Stations The
CONTRACTOR shall process Unacceptable Waste received at the Transfer
Stations in accordance with applicable Federal State and local laws rules
ordinances and regulations and in a manner which would not be likely to pose a
threat to public health and safety The CONTRACTOR shall indemnify the
Okaloosa County Transfer Contract_Final Page 15 of 52
COUNTY for any liability claim or damages imposed as a consequence of
CONTRACTORs failure to process such material in accordance with applicable
Federal State or local regulations Any testing required or additional charges
imposed for the receipt handling and disposal of Special Waste shall be as agreed
between the CONTRACTOR and the generator or transporter of the Unacceptable
Waste
45 OPERATING REQUIREMENTS
451 The CONTRACTOR will provide at CONTRACTORs expense all the utilities
used in operating the Transfer Stations and Recycling Facility At the Baker
Transfer Station the CONTRACTOR shall pre-treat leachate to a pH between 60
and 85 The COUNTY shall transport the treated leachate for further treatment
and disposal
452 The CONTRACTOR shall be responsible for the maintenance and repair of all
real property at the Transfer Stations and Recycling Facility in accordance with
industry and operational standards It shall also be the CONTRACTORs
responsibility to replace all or part of the property fixtures machinery
improvements and equipment as required to maintain the operation and
performance of the Transfer Stations and Recycling Facility including facility
expansion necessary to accommodate increased throughput The CONTRACTOR
shall maintain and or replace as appropriate all rolling stock utilized by the
CONTRACTOR in performance of this Agreement
453 The CONTRACTOR shall specifically establish a procedure for monitoring the
wear on the waste receiving floors and shall establish a repair procedure before
the wear has progressed to the point that further wear could jeopardize the
renewal of the floor surface or involve replacement of the steel reinforcement in
the floor The floor shall be resurfaced by the CONTRACTOR at least once
during the te1m ofthis Agreement
Okaloosa County Transfer Contract_Final Page 16 of 52
454 The CONTRACTOR shall remove Solid Waste from the transfer station tipping
floors in accordance with its operating permits
455 The CONTRACTOR shall operate the facilities to allow for a turnaround time of
not greater than twenty (20) minutes for vehicles delivering waste or Recyclable
Materials
456 The Transfer Stations and Recycling Facility will be maintained in a neat clean
and attractive manner consistent with its function and present a positive public
appearance
457 The CONTRACTOR shall control litter at the Transfer Stations and Recycling
Facility sites Adequate litter control is defined as minimizing litter leaving the
site and the collection of off-site and on-site litter at the end of eve1y business
day
458 The CONTRACTOR shall separate tires White Goods and Electronics delivered
to the Transfer Stations from other waste and place them in separate containers as
provided by the COUNTY
46 HOURS AND DAYS OF OPERATION
The Transfer Stations and Recycling Facility will be open to the public from 600 am
until 500 pm Monday through Friday and 600 am until 1200 noon Saturday The
COUNTY reserves the right to alter the operating hours of the facilities The
FRANCillSEE and COUNTY agree to negotiate a reasonable rate adjustment if such
change in operating hours affects operating costs
47 HOLIDAYS
The CONTRACTOR will close the Transfer Stations and Recycling Facility on the
following holidays New Years Day Thanksgiving and Clumiddotistmas
Okaloosa County Transfer Contract_Final Page 17 of 52
48 COUNTY ACCESS
The CONTRACTOR shall afford reasonable access at any reasonable time to the
Transfer Stations and Recycling Facility by the COUNTY its authorized agents or public
authorities having regulatory jurisdiction over the facilities Such visits shall be
conducted in a manner so as to cause minimum interference with the performance of
CONTRACTOR s responsibilities hereunder All persons conducting such visits shall
provide appropriate identification and shall comply with CONTRACTORs established
safety rules and regulations
49 TRANSPORTATION OF ACCEPTABLE WASTE
The CONTRACTOR shall be responsible for all transportation of Acceptable Waste
except White Goods and tires once it has been accepted for disposal at the Transfer
Stations The CONTRACTOR shall transport Electronics to the COUNTY facility
designated by Authorized Representative The CONTRACTOR may transpmt
Constmction and Demolition Debris to a permitted facility of its choosing The
CONTRACTOR shall transpmt all other Acceptable Waste to the Spring Hill Regional
Landfill and shall have the duty to ensure that the transportation will be performed in
accordance with applicable regulations and will be prompt safe and efficient Upon
approval by the Authorized Representative the CONTRACTOR may transpmt
Acceptable Waste to a different permitted facility If such facility is closer to Okaloosa
County than the Spring Hill Regional Landfill the CONTRACTOR and COUNTY shall
negotiate a co=ensurate rate adjustment
410 PROCESSING OF RECYCLABLE MATERIALS
The CONTRACTOR shall be responsible for all transportation and processmg of
Recyclable Materials accepted at the Recycling Facility
411 RECORDKEEPING AND REPORTING
4111 The CONTRACTOR records required herein shall be maintained in electronic
database format utilizing Microsoft software or in a format approved by the
Okaloosa County Transfer Contract_Final Page 18 of 52
Authorized Representative The databases shall be readily available for inspection
by the COUNTY at any time during normal operating hours and information in
the records shall be shared with the COUNTY upon request
4112 The CONTRACTOR shall weigh and record all inbound and outbound vehicles
carrying materials including transfer trucks at the Fort Walton Beach Transfer
Station and Recycling Facility Each vehicle delivering waste or Recyclable
Materials shall be properly identified and authorized in a manner satisfactory to
the COUNTY and CONTRACTOR Weights of all waste and Recyclable
Materials shall be recorded in the COUNTYs WasteWorks system
4113 The weight of Acceptable Waste and Recyclable Materials shall be determined
using the weigh scales at the facility The CONTRACTOR shall at regular
intervals test the accuracy of the weigh scales such testing shall occur at least
once every ninety (90) Days The test records for the term of this Agreement shall
be kept on file in the scale house at the facility
4114 The CONTRACTOR shall maintain the original weight records that identify the
vehicles the time of weighing( s) and the tare weights of the vehicles for a period
of five (5) years after which CONTRACTOR may dispose of such records The
CONTRACTORs records so developed will be used as a basis for calculating
quantities of waste and Recyclable Materials and shall be subject to review
including spot checking by the COUNTY at its discretion on site or made
available to the COUNTY at such times as it may reasonably request Required
records in this category include but are not limited to itemized statements of the
amount of Acceptable Waste delivered to the Transfer Stations as further defmed
in Article 4
4115 The COUNTY shall be entitled to have its designated representatives at the
Transfer Stations and Recycling Facility at all times and CONTRACTOR shall
designate a suitable site for an office if required by COUNTY The COUNTY
shall further have the right to station its employees at all weigh scales to verify the
Okaloosa County Transfer Contract_Final Page 19 of52
correctness of the weight records and the CONTRACTOR shall provide
reasonable space for said employees
4116 The CONTRACTOR shall provide the Authorized Representative with its internal
tonnage report which shall include all waste delivered to the Transfer Stations
and all Recyclable Materials delivered to the Recycling Facility Tonnage shall
be broken down by material type and source of generationdelivery with all waste
and Recyclable Materials collected within the COUNTYs Franchise Area clearly
noted For Recyclable Materials collected within the COUNTYs Franchise Area
the CONTRACTOR shall provide an estimate of the breakdown of such material
by commodity Such report shall be submitted in electronic format within seven
(7) Days after the end of each month
412 TRANSITION
4121 The CONTRACTOR shall cooperate with the COUNTY or its designated
contractor during any transition period at the end of this Agreement Such
cooperation includes but is not limited to allowing site visits of the facilities by
the COUNTY or its contractor with advance notice and ensuring all facilities are
in Required Tum Back Condition pursuant to Paragraph 41
4122 The CONTRACTOR shall transfer all active facility permits for the Transfer
Stations and Recycling Facility to the COUNTY or its designated contractor as
requested by the COUNTY in a timely manner so as to avoid any disruption of
service
ARTICLES CONTRACTORS COMPENSATION
51 BASE RATE
The combined total rate for Acceptable Waste handling transportation and disposal paid
to the CONTRACTOR by the COUNTY shall be $3677 per Ton ofrep011ed and verified
waste receipts with the exception of Recyclable Materials Special Waste or
Okaloosa County Transfer Contract_Final Page20 of52
Construction and Demolition Debris managed at the facilities This rate shall take effect
on the Commencement Date of this Agreement and shall continue without adjustment
through September 30 2011
52 RATE ADJUSTMENTS
On October I 2011 and October 1 of each subsequent Contract Year of this Agreement
the CONTRACTORs base rate as provided in Paragraph 51 shall be adjusted
accmding to the following methodology as further explained in Exhibit C seventy
percent (70) of the rate shall be adjusted based on seventy-five percent (75) of the
percentage change in the CPI for the twelve (12) months ending on the preceding June
30ili and thirty percent (30) of the rate shall be adjusted based on the percent change in
the US Department of Energy Fuel Index for the previous twelve (12) months ending on
the preceding June 30ili The total rate adjustment each year may not exceed two percent
(2) of the previous years rates
53 BILLING AND PAYMENT OF CONTRACTORS FEES
531 CONTRACTOR shall keep records of all Acceptable Waste received at the
Transfer Stations as described herein
532 CONTRACTOR shall invoice the COUNTY monthly for the handling
transportation and disposal fees as set forth herein for Acceptable Waste
received at the Transfer Stations This invoice must include detailed information
regarding waste receipts including Solid Waste Bulk Waste Special Waste
Recyclable Material Unacceptable Waste and Merchant Waste in a format
approved by the Authorized Representative Only waste receipts reported using
this format and verified by the COUNTY will be paid COUNTY shall pay such
invoices within thirty (30) Days from the date of invoice or request additional
info1mation if adequate information is not provided
Okaloosa County Transfer Contract_Final Page 21 of52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS
COUNTY shall be responsible for the setting and collection of charges associated with all waste
receipts except as provided herein
61 ACCEPTABLE WASTE
The rates charged for Acceptable Waste will be as established by COUNTY Ordinance
No 00-08 and any amendments thereto If a waste load is too small to be accurately
weighed by the Transfer Stations weigh scales a flat rate shall be charged to the
customer per vehicle as established by COUNTY Ordinance No 00-08 and any
amendments thereto
62 SPECIAL WASTE
CONTRACTOR shall be responsible for setting rates associated with Special Waste
63 CONSTRUCTION AND DEMOLITION DEBRIS
CONTRACTOR shall use its best efforts to deliver a mmnnum of 1000 Tons of
Construction and Demolition Debris (CampD) per month to the Transfer Stations
collectively The COUNTY shall charge the CONTRACTOR a Ten Dollar ($1000) per
Ton host fee for all CampD material delivered to the Transfer Stations This CampD material
shall not be subject to any additional charges or Costs including tipping fees by the
COUNTY to the CONTRACTOR
64 RECYCLABLE MATERIALS
Recyclable Materials delivered by or on behalf of the COUNTY Incorporated
Municipalities or by private citizens directly or collected by the CONTRACTOR from
Commercial Business Establishments in the COUNTY will be accepted at no charge
The CONTRACTOR may negotiate Recyclable Materials processing fees with other
entities delivering such materials to the Recycling Facility
Okaloosa County Transfer Contract_ Final Page22 of52
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS
71 COUNTY RECYCLABLE MATERIALS
The CONTRACTOR shall pay the COUNTY revenue for each Ton of Recyclable
Materials delivered by or on behalf of the COUNTY to the Recycling Facility as follows
711 Each month the CONTRACTOR shall calculate the Average Market Value
(AMV) of Recyclable Materials defined as the sum of commodity prices (US
Dollar per Ton) posted on the first week of the month for the Southeast USA in
SecondaryMaterialsPricingcom and SecondaryFiberPricingcom multiplied by
the composition of the Recyclable Materials as defmed in Table 1 Exhibit D
provides an example ofthis calculation
Table 1
Composition ofRecyclable Materials and Market Indexes for Determining AMV
lVIaterial Index Description Percentale Newspaper (ONP) PSI 8 Baled FOB sellers dock 5260 Corrugated Cardboard (OCC) PSI 11 Baled FOB sellers dock 1130 Mixed Paper PSI 1 Baled FOB sellers dock 460 Aseptic Containers NIA 000 Aluminum Cans Aluminum Cans Sorted and Baled Delivered 170 Steel Cans Steel Cans Sorted and Baled Delivered 230 PET PET Baled Picked Up 460 HDPE (Natural) Natural HDPE Baled Picked Uo 090 HDPE (Colored) Colored HDPE Baled Picked Up 180 Clear Glass Flint Delivered 830 Green Glass Green Delivered 450 Brown Glass Amber Delivered 490 Contamination NIA 250
712 Each month the CONTRACTOR shall pay revenue to the COUNTY based on
the AMV equal to the total Tons of Recyclable Materials delivered by or on
behalf of the COUNTY multiplied by the revenue payment in Table 2 The
revenue payment in Column A will be in effect through March 31 2013 and that
in Column B will be in effect after that date If a Mate1ials Recovery Facility
Okaloosa County Transfer Contract_Final Page23 of52
(MRF) is developed by the CONTRACTOR within a 200 mile radius of the
COUNTY prior to March 31 2013 the revenue payment in Column B will go
into effect when such MRF becomes operational
Table 2
Per Ton Revenue Payment to COUNTY Based on AMV
Avera2e Market Value COLUMN A COLUMNB
Low Hi2h
Revenue Payment to COUNTY ($Ton)
until March 31 2013
Revenue Payment to COUNTY($Ton)
after March 31 2013 lt$8001 $9000 $2000 $2000
$9001 $10000 $2000 $2500
$10001 $11000 $2000 $3000 $11001 $12000 $2000 $3500
$12001 $13000 $2500 $4000
$13001 $14000 $3000 $4500 $14001 $15000 $3500 $5000 $15001 $16000 $4000 $5500 $16001 $17000 $4500 $6000
$17001 $18000 $5000 $6500 $18001 $19000 $5500 $7000 $19001 $20000 $6000 $7500
$20001 $21000 $6500 $8000 $21001 $22000 $7000 $8500
$22001 gt$23000 $7500 $9000
713 No later than the fifteenth (15th) Day of each month the CONTRACTOR shall
submit a Monthly Payment Report in a format approved by the Authorized
Representative for the previous calendar month detailing the calculation of each
revenue payment and the total revenue payment due to the COUNTY Said
revenue payment shall be remitted to the COUNTY within thirty (30) Days from
the end of the month for which the payment is being made
714 The CONTRACTOR may request a study to measure the composition of
Recyclable Materials utilized to calculate the AMV pursuant to Paragraph 7 1
Okaloosa County Transfer Contract_Final Page 24 of52
Table I of this Agreement such request being subject to approval by the
COUNTY If approved by the COUNTY the CONTRACTOR and COUNTY
shall jointly develop a methodology and cost estimate to conduct the composition
study The final methodology and selection of the Independent Third Party to
conduct the study must be approved by the Authorized Representative The
parties shall share equally in paying for the cost of the study Study results are
subject to final approval by the Authorized Representative Once approved
adjustments to the composition of Recyclable Materials shall become effective for
the following month and remainder of the term of the Agreement or until further
adjusted in accordance with this article
72 OTHER RECYCLABLE MATERIALS
The CONTRACTOR will remit $20 per Ton of Recyclable Material received at the
Recycling Facility that is not subject to Paragraph 71 with the exception of Recyclable
Materials not generated in Okaloosa County
ARTICLE 8 PERFORMANCE BOND
The CONTRACTOR shall furnish to the COUNTY a performance bond issued by a surety
licensed to do business in the State of Florida for the faithful performance of the Agreement and
all obligations arising hereunder The performance bond shall be made payable in favor of
Okaloosa County Florida or in lieu thereof pay to the COUNTY the sum of $200000000 A
complete bond shall be issued at least thirty (30) Days prior to the Commencement Date of this
Agreement
ARTICLE 9 LIQUIDATED DAMAGES
If the CONTRACTOR does not substantially fulfill its obligations under this Agreement the
COUNTY shall provide written notice to the CONTRACTOR of specific areas of deficiency
Examples of such deficiencies include but are not limited to the following
Okaloosa County Transfer Contract_Final Page 25 of 52
(a) Violation of environmental laws
(b) Inadequate litter control at the Transfer Stations andor the Recycling Facility Adequate
litter control is defined as minimizing litter leaving the site and the collection of off-site
and on-site litter at the end of every business day
(c) Failure to remove Solid Waste from the transfer station tipping floor in accordance with
FRANCHISEEs operating permits
(d) Other conditions created by the CONTRACTOR that could impact public health and
safety and
(e) Poor maintenance of the Transfer Stations and Recycling Facility and equipment
resulting in a poor public image of the facilities
The CONTRACTOR shall initiate reasonable steps to correct these deficiencies within seventyshy
two (72) hours of written notice If the CONTRACTOR does not initiate reasonable steps within
seventy-two (72) hours the COUNTY may at its discretion impose liquidated damages of $500
per Day until deficiencies are satisfactorily con-ected as determined by the COUNTY If the
CONTRACTOR has not con-ected these deficiencies within thirty (30) Days of receipt of written
notice the CONTRACTOR will be considered in default of the Agreement and the COUNTY
may terminate this Agreement and recover damages in the full amount of the performance bond
The COUNTY may assess liquidated damages pursuant to this Aliicle on a monthly basis and
shall at the end of each month notify the CONTRACTOR in writing of the liquidated damages
assessed and the basis for each assessment In the event the CONTRACTOR wishes to contest
such assessment(s) the CONTRACTOR shall within five (5) Days after receiving such notice
request in writing an opportunity to be heaimiddotd by the Board and present its defense to such
assessment(s)
The COUNTYs Authorized Representative shall notify the CONTRACTOR in writing of any
action taken with respect to CONTRACTORs claims and the decision of the Board will be final
Okaloosa County Transfer Contract_Final Page 26 of 52
ARTICLE 10 DEFAULT AND TERMINATION
The COUNTY may terminate this Agreement except as otherwise provided below in this
paragraph by giving CONTRACTOR fifteen (15) Days advance written notice upon the
happening of any one of the following events
(a) The CONTRACTOR fails to remedy deficiencies as noted in Article 9 within
thirty (30) Days of receipt ofwritten notice by the COUNTY
(b) The CONTRACTOR takes the benefit of any present or future insolvency statute
or shall make a general assigmnent for the benefit of creditors or file a voluntary
petition in bankruptcy or a petition or answer seeking readjustment of its
indebtedness under the Federal United States or any state thereof or consent to
the appointment or a receiver trustee or liquidator of all or substantially all of its
property or
(c) By order or decree of a court the CONTRACTOR shall be adjudged bankrupt or
an order shall be made approving a petition filed by any of its creditors or by any
of the Stockholders of the CONTRACTOR seeking its reorganization or the
readjustment of its indebtedness under federal bankrnptcy laws or under any law
of statute of the United States or of any state thereof provided that if any such
judgment is stayed or vacated within sixty ( 60) Days after the entry thereof any
notice of cancellation shall be and become null void and of no effect or
(d) By or pursuant to or under authority of any legislative act resolution or rule or
any order or decree of any cornt or government board agency or office having
jurisdiction a receiver trustee or liquidator shall take possession or control of all
or substantially all of the property of the CONTRACTOR and such possession of
control shall continue in effect for a period of sixty ( 60) Days or
(e) The CONTRACTOR shall voluntarily abandon desert or discontinue its
operation hereunder granted
Okaloosa County Transfer Contract_Final Page 27 of52
Then such shall be considered a material breach of this Agreement and the Authorized
Representative shall notify the CONTRACTOR in writing of the breach If within a period of
fifteen (15) Days the CONTRACTOR has not eliminated the conditions considered to be a
breach of contract or having so co=enced shall fail thereafter to continue with diligence the
cming thereof the Authorized Representative shall notify the Board
After these fifteen (15) Days the COUNTY can cause the CONTRACTOR to be obligated to pay
the COUNTY the amount specified in the bond and has the authority to terminate this
Agreement
ARTICLE 11 INSURANCE
111 CONTRACTORS INSURANCE
1111 The CONTRACTOR shall not co=ence any work in connection with this
Agreement until he has obtained all required insurance and such insurance has
been approved by the Okaloosa County Risk Management Director
1112 All insurance policies shall be with insurers licensed to do business in the State of
Florida and any insuring company is required to have a rnininimn rating of A
Class X in the Best Key Rating Guide published A M Best amp Co Inc
1113 All insurance shall include the interest of all entities names in and its respective
agents consultants servants and employees of each and all other interests as may
be reasonably required by Okaloosa County as Additional Insured The coverage
afforded the Additional Insured under this policy shall be primary insurance If
the Additional Insured have other insurance that is applicable to the loss such
other insurance shall be on an excess or contingent basis The amount of the
companys liability under this policy shall not be reduced by the existence of such
other insurance
Okaloosa County Transfer Contract_Final Page 28 of 52
1114 The County of Okaloosa shall be listed as Additional Insured by policy
endorsement on all insurance contracts applicable to this Agreement except
Workers Compensation and Professional Liability
1115 The County of Okaloosa shall be furnished proof of coverage by certificates of
insurance (COI) and endorsements for every applicable insurance contract
required by this Agreement The COI s and policy endorsements must be
delivered to the Autho1ized Representative not less than ten (10) Days prior to the
commencement of any and all contractual agreements between the County of
Okaloosa and the CONTRACTOR
1116 The COUNTY shall retain the right to reject all insurance contracts that do not
meet the requirement of this Agreement Further the COUNTY reserves the right
to change these insurance requirements with 60-Day notice to the
CONTRACTOR
1117 The insurance definition of Insured or Additional Insured shall include
Subcontractors Sub-subcontractors and any associated or subsidiary companies
of the CONTRACTOR which are involved and which is a part of the contract
1118 The COUNTY reserves the right at any time to require the CONTRACTOR to
provide certified copies of any insurance policies to document the insurance
coverage specified in this Agreement
1119 The designation of CONTRACTOR shall include any associated or subsidiary
company which is involved and is a part of the contract and such if any
associated or subsidiary company involved in the project must be named in the
Workers Compensation coverage
111IOAll policies shall be written so that the COUNTY will be notified of cancellation
or restrictive amendments at least thirty (30) Days prior to the effective date of
such cancellation or amendment Such notice shall be given directly to the
Authorized Representative
Okaloosa County Transfer Contract_Final Page 29 of 52
112 WORKERS COMPENSATION INSURANCE
1121 The CONTRACTOR shall secure and maintain during the life of this agreement
Workers Compensation insurance for all of his employees employed for the
project or any site connected with the work including supervision administration
or management of this project and in case any work is sublet with the approval
of the County of Okaloosa the CONTRACTOR shall require the Subcontractor
similarly to provide Workers Compensation insurance for all employees
employed at the site of the project and such evidence of insurance shall be
furnished the County of Okaloosa not less than ten (10) Days prior to the
conunencement of any and all subcontractual agreements which have been
approved by the County of Okaloosa
1122 Such insurance shall comply with the Florida Workers Compensation Law
1123 No class of employee including the CONTRACTOR himself shall be excluded
from the Workers Compensation insurance coverage The Workers
Compensation insurance shall also include Employers Liability coverage
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE
1131 The CONTRACTOR shall maintain Business Automobile Liability insurance
coverage throughout the life of this Agreement The insurance shall include
Owned Non-owned amp Hired Motor Vehicle coverage
1132 The CONTRACTOR shall carry other Conunercial General Liability insurance
against all other Bodily Injury Property Damage and Personal and Advertising
Injury exposures The coverage shall include both On- and Off-Premises
Operations Contractual Liability Board Form Property Damage and
Professional Liability
1133 All liability insurance ( other than Professional Liability) shall be written on an
occurrence basis and shall not be written on a claim-made basis If the insurance
Okaloosa County Transfer Contract~Final Page 30 of 52
is issued with an aggregate limit of liability the aggregate limit of liability shall
apply only to the locations included in this Agreement If as the result of any
claims or other reasons the available limits of insurance reduce to less than those
stated in the Limits of Liability the CONTRACTOR shall notify the Authorized
Representative in writing The CONTRACTOR shall purchase additional liability
insurance to maintain the requirements established in this Agreement Umbrella
or Excess Liability insurance can be purchased to meet the Limits of Liability
specified in this Agreement
1134 Commercial General Liability coverage shall be endorsed to include the
following
Premises - Operation Liability
Occurrence Bodily Injmy and Property Damage Liability
Independent CONTRACTORs Liability
Completed Operations and Products Liability
1135 CONTRACTOR shall agree to keep in continuous force Commercial General
Liability coverage including Completed Operations and Products Liability for two
(2) years beyond acceptance ofproject
114 LIMITS OF LIABILITY
The insurance required shall be written for not less than the following or greater if
required by law and shall include Employers liability with limits as prescribed in this
contract
LIMIT
A Workers Compensation
(1) State Statut01y
(2) Employers Liability $1000000 each accident
B Business Automobile amp Commercial $1000000 each occurrence
General Liability Insurance (A combined single limit)
C Personal and Adve1tising Injury $250000
D Pollution Liability $10000000 each occurrence
Okaloosa County Transfer Contract_Final Page 31 of 52
115 NOTICE OF CLAIMS AND LITIGATION
The CONTRACTOR agrees to report any incident or claim that results from performance
of this Agreement The COUNTY representative shall receive written notice in the form
of a detailed written repmi describing the incident or claim within ten ( 10) Days of the
CONTRACTORs knowledge In the event such incident or claim involves injury andor
property damage to a third party verbal notification shall be given the same Day the
CONTRACTOR becomes aware of the incident or claim followed by a written detailed
report within ten (10) Days of verbal notification
116 INDEMNIFICATION AND HOLD HARMLESS
To the fullest extent permitted by law CONTRACTOR shall indemnify and hold
harmless COUNTY its officers and employees from liabilities damages losses and
Costs including but not limited to reasonable attorney fees to the extent caused by the
negligence recklessness or intentional wrongful conduct of the CONTRACTOR and
other persons employed or utilized by the CONTRACTOR in the performance of this
contract
117 CERTIFICATES OF INSURANCE
1171 Certificates of insurance in duplicate indicating the job site and evidencing all
required coverage must be submitted to and approved by Okaloosa County prior
to the commencement of any of the work The certificate holder(s) shall be as
follows
Okaloosa County
602-C No1ih Pearl Street
Crestview Florida 32536
1172 All policies shall expressly require thirty (30) Days written notice to Okaloosa
County at the address set out above or the cancellations of material alterations of
such policies and the Certificates of Insurance shall so provide
Okaloosa County Transfer Contract_Final Page32 of52
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
43 PERMITTING AND COMPLIANCE
The CONTRACTOR shall be responsible for obtaining and maintaining permits
approvals and licenses as are requrred for the operation of the Transfer Stations and
Recycling Facility CONTRACTOR shall operate the facilities in compliance with all
requirements of Federal State and local laws rules ordinances and regulations
applicable to the management of such facilities and as contained in the permits issued
relative to the facilities CONTRACTOR and the COUNTY agree to cooperate fully with
one another within reason in all efforts undertaken pursuant to this paragraph The
CONTRACTOR shall be responsible at its sole cost for the payment of all fines
penalties and citations that the CONTRACTOR may incur
44 ACCEPTANCE OF WASTE
In accordance with applicable operational protocol established by the CONTRACTOR
and with the approval of the COUNTY CONTRACTOR shall provide operate and
maintain facilities for the receipt of Acceptable Waste brought to the Transfer Stations
441 Acceptable Waste The CONTRACTOR shall process Acceptable Waste received
at the Transfer Stations in accordance with applicable Federal State and local
regulations and in a manner which would not be likely to pose a threat to public
health and safety
442 Special Waste CONTRACTOR shall implement a program to identify and
manage Special Waste Any testing or additional charges for the receipt handling
and disposal of Special Waste shall be as agreed between the CONTRACTOR
and the generator or transpmier of the Special Waste
443 Unacceptable Waste The CONTRACTOR shall exercise its best efforts to avoid
the acceptance of Unacceptable Waste at the Transfer Stations The
CONTRACTOR shall process Unacceptable Waste received at the Transfer
Stations in accordance with applicable Federal State and local laws rules
ordinances and regulations and in a manner which would not be likely to pose a
threat to public health and safety The CONTRACTOR shall indemnify the
Okaloosa County Transfer Contract_Final Page 15 of 52
COUNTY for any liability claim or damages imposed as a consequence of
CONTRACTORs failure to process such material in accordance with applicable
Federal State or local regulations Any testing required or additional charges
imposed for the receipt handling and disposal of Special Waste shall be as agreed
between the CONTRACTOR and the generator or transporter of the Unacceptable
Waste
45 OPERATING REQUIREMENTS
451 The CONTRACTOR will provide at CONTRACTORs expense all the utilities
used in operating the Transfer Stations and Recycling Facility At the Baker
Transfer Station the CONTRACTOR shall pre-treat leachate to a pH between 60
and 85 The COUNTY shall transport the treated leachate for further treatment
and disposal
452 The CONTRACTOR shall be responsible for the maintenance and repair of all
real property at the Transfer Stations and Recycling Facility in accordance with
industry and operational standards It shall also be the CONTRACTORs
responsibility to replace all or part of the property fixtures machinery
improvements and equipment as required to maintain the operation and
performance of the Transfer Stations and Recycling Facility including facility
expansion necessary to accommodate increased throughput The CONTRACTOR
shall maintain and or replace as appropriate all rolling stock utilized by the
CONTRACTOR in performance of this Agreement
453 The CONTRACTOR shall specifically establish a procedure for monitoring the
wear on the waste receiving floors and shall establish a repair procedure before
the wear has progressed to the point that further wear could jeopardize the
renewal of the floor surface or involve replacement of the steel reinforcement in
the floor The floor shall be resurfaced by the CONTRACTOR at least once
during the te1m ofthis Agreement
Okaloosa County Transfer Contract_Final Page 16 of 52
454 The CONTRACTOR shall remove Solid Waste from the transfer station tipping
floors in accordance with its operating permits
455 The CONTRACTOR shall operate the facilities to allow for a turnaround time of
not greater than twenty (20) minutes for vehicles delivering waste or Recyclable
Materials
456 The Transfer Stations and Recycling Facility will be maintained in a neat clean
and attractive manner consistent with its function and present a positive public
appearance
457 The CONTRACTOR shall control litter at the Transfer Stations and Recycling
Facility sites Adequate litter control is defined as minimizing litter leaving the
site and the collection of off-site and on-site litter at the end of eve1y business
day
458 The CONTRACTOR shall separate tires White Goods and Electronics delivered
to the Transfer Stations from other waste and place them in separate containers as
provided by the COUNTY
46 HOURS AND DAYS OF OPERATION
The Transfer Stations and Recycling Facility will be open to the public from 600 am
until 500 pm Monday through Friday and 600 am until 1200 noon Saturday The
COUNTY reserves the right to alter the operating hours of the facilities The
FRANCillSEE and COUNTY agree to negotiate a reasonable rate adjustment if such
change in operating hours affects operating costs
47 HOLIDAYS
The CONTRACTOR will close the Transfer Stations and Recycling Facility on the
following holidays New Years Day Thanksgiving and Clumiddotistmas
Okaloosa County Transfer Contract_Final Page 17 of 52
48 COUNTY ACCESS
The CONTRACTOR shall afford reasonable access at any reasonable time to the
Transfer Stations and Recycling Facility by the COUNTY its authorized agents or public
authorities having regulatory jurisdiction over the facilities Such visits shall be
conducted in a manner so as to cause minimum interference with the performance of
CONTRACTOR s responsibilities hereunder All persons conducting such visits shall
provide appropriate identification and shall comply with CONTRACTORs established
safety rules and regulations
49 TRANSPORTATION OF ACCEPTABLE WASTE
The CONTRACTOR shall be responsible for all transportation of Acceptable Waste
except White Goods and tires once it has been accepted for disposal at the Transfer
Stations The CONTRACTOR shall transport Electronics to the COUNTY facility
designated by Authorized Representative The CONTRACTOR may transpmt
Constmction and Demolition Debris to a permitted facility of its choosing The
CONTRACTOR shall transpmt all other Acceptable Waste to the Spring Hill Regional
Landfill and shall have the duty to ensure that the transportation will be performed in
accordance with applicable regulations and will be prompt safe and efficient Upon
approval by the Authorized Representative the CONTRACTOR may transpmt
Acceptable Waste to a different permitted facility If such facility is closer to Okaloosa
County than the Spring Hill Regional Landfill the CONTRACTOR and COUNTY shall
negotiate a co=ensurate rate adjustment
410 PROCESSING OF RECYCLABLE MATERIALS
The CONTRACTOR shall be responsible for all transportation and processmg of
Recyclable Materials accepted at the Recycling Facility
411 RECORDKEEPING AND REPORTING
4111 The CONTRACTOR records required herein shall be maintained in electronic
database format utilizing Microsoft software or in a format approved by the
Okaloosa County Transfer Contract_Final Page 18 of 52
Authorized Representative The databases shall be readily available for inspection
by the COUNTY at any time during normal operating hours and information in
the records shall be shared with the COUNTY upon request
4112 The CONTRACTOR shall weigh and record all inbound and outbound vehicles
carrying materials including transfer trucks at the Fort Walton Beach Transfer
Station and Recycling Facility Each vehicle delivering waste or Recyclable
Materials shall be properly identified and authorized in a manner satisfactory to
the COUNTY and CONTRACTOR Weights of all waste and Recyclable
Materials shall be recorded in the COUNTYs WasteWorks system
4113 The weight of Acceptable Waste and Recyclable Materials shall be determined
using the weigh scales at the facility The CONTRACTOR shall at regular
intervals test the accuracy of the weigh scales such testing shall occur at least
once every ninety (90) Days The test records for the term of this Agreement shall
be kept on file in the scale house at the facility
4114 The CONTRACTOR shall maintain the original weight records that identify the
vehicles the time of weighing( s) and the tare weights of the vehicles for a period
of five (5) years after which CONTRACTOR may dispose of such records The
CONTRACTORs records so developed will be used as a basis for calculating
quantities of waste and Recyclable Materials and shall be subject to review
including spot checking by the COUNTY at its discretion on site or made
available to the COUNTY at such times as it may reasonably request Required
records in this category include but are not limited to itemized statements of the
amount of Acceptable Waste delivered to the Transfer Stations as further defmed
in Article 4
4115 The COUNTY shall be entitled to have its designated representatives at the
Transfer Stations and Recycling Facility at all times and CONTRACTOR shall
designate a suitable site for an office if required by COUNTY The COUNTY
shall further have the right to station its employees at all weigh scales to verify the
Okaloosa County Transfer Contract_Final Page 19 of52
correctness of the weight records and the CONTRACTOR shall provide
reasonable space for said employees
4116 The CONTRACTOR shall provide the Authorized Representative with its internal
tonnage report which shall include all waste delivered to the Transfer Stations
and all Recyclable Materials delivered to the Recycling Facility Tonnage shall
be broken down by material type and source of generationdelivery with all waste
and Recyclable Materials collected within the COUNTYs Franchise Area clearly
noted For Recyclable Materials collected within the COUNTYs Franchise Area
the CONTRACTOR shall provide an estimate of the breakdown of such material
by commodity Such report shall be submitted in electronic format within seven
(7) Days after the end of each month
412 TRANSITION
4121 The CONTRACTOR shall cooperate with the COUNTY or its designated
contractor during any transition period at the end of this Agreement Such
cooperation includes but is not limited to allowing site visits of the facilities by
the COUNTY or its contractor with advance notice and ensuring all facilities are
in Required Tum Back Condition pursuant to Paragraph 41
4122 The CONTRACTOR shall transfer all active facility permits for the Transfer
Stations and Recycling Facility to the COUNTY or its designated contractor as
requested by the COUNTY in a timely manner so as to avoid any disruption of
service
ARTICLES CONTRACTORS COMPENSATION
51 BASE RATE
The combined total rate for Acceptable Waste handling transportation and disposal paid
to the CONTRACTOR by the COUNTY shall be $3677 per Ton ofrep011ed and verified
waste receipts with the exception of Recyclable Materials Special Waste or
Okaloosa County Transfer Contract_Final Page20 of52
Construction and Demolition Debris managed at the facilities This rate shall take effect
on the Commencement Date of this Agreement and shall continue without adjustment
through September 30 2011
52 RATE ADJUSTMENTS
On October I 2011 and October 1 of each subsequent Contract Year of this Agreement
the CONTRACTORs base rate as provided in Paragraph 51 shall be adjusted
accmding to the following methodology as further explained in Exhibit C seventy
percent (70) of the rate shall be adjusted based on seventy-five percent (75) of the
percentage change in the CPI for the twelve (12) months ending on the preceding June
30ili and thirty percent (30) of the rate shall be adjusted based on the percent change in
the US Department of Energy Fuel Index for the previous twelve (12) months ending on
the preceding June 30ili The total rate adjustment each year may not exceed two percent
(2) of the previous years rates
53 BILLING AND PAYMENT OF CONTRACTORS FEES
531 CONTRACTOR shall keep records of all Acceptable Waste received at the
Transfer Stations as described herein
532 CONTRACTOR shall invoice the COUNTY monthly for the handling
transportation and disposal fees as set forth herein for Acceptable Waste
received at the Transfer Stations This invoice must include detailed information
regarding waste receipts including Solid Waste Bulk Waste Special Waste
Recyclable Material Unacceptable Waste and Merchant Waste in a format
approved by the Authorized Representative Only waste receipts reported using
this format and verified by the COUNTY will be paid COUNTY shall pay such
invoices within thirty (30) Days from the date of invoice or request additional
info1mation if adequate information is not provided
Okaloosa County Transfer Contract_Final Page 21 of52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS
COUNTY shall be responsible for the setting and collection of charges associated with all waste
receipts except as provided herein
61 ACCEPTABLE WASTE
The rates charged for Acceptable Waste will be as established by COUNTY Ordinance
No 00-08 and any amendments thereto If a waste load is too small to be accurately
weighed by the Transfer Stations weigh scales a flat rate shall be charged to the
customer per vehicle as established by COUNTY Ordinance No 00-08 and any
amendments thereto
62 SPECIAL WASTE
CONTRACTOR shall be responsible for setting rates associated with Special Waste
63 CONSTRUCTION AND DEMOLITION DEBRIS
CONTRACTOR shall use its best efforts to deliver a mmnnum of 1000 Tons of
Construction and Demolition Debris (CampD) per month to the Transfer Stations
collectively The COUNTY shall charge the CONTRACTOR a Ten Dollar ($1000) per
Ton host fee for all CampD material delivered to the Transfer Stations This CampD material
shall not be subject to any additional charges or Costs including tipping fees by the
COUNTY to the CONTRACTOR
64 RECYCLABLE MATERIALS
Recyclable Materials delivered by or on behalf of the COUNTY Incorporated
Municipalities or by private citizens directly or collected by the CONTRACTOR from
Commercial Business Establishments in the COUNTY will be accepted at no charge
The CONTRACTOR may negotiate Recyclable Materials processing fees with other
entities delivering such materials to the Recycling Facility
Okaloosa County Transfer Contract_ Final Page22 of52
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS
71 COUNTY RECYCLABLE MATERIALS
The CONTRACTOR shall pay the COUNTY revenue for each Ton of Recyclable
Materials delivered by or on behalf of the COUNTY to the Recycling Facility as follows
711 Each month the CONTRACTOR shall calculate the Average Market Value
(AMV) of Recyclable Materials defined as the sum of commodity prices (US
Dollar per Ton) posted on the first week of the month for the Southeast USA in
SecondaryMaterialsPricingcom and SecondaryFiberPricingcom multiplied by
the composition of the Recyclable Materials as defmed in Table 1 Exhibit D
provides an example ofthis calculation
Table 1
Composition ofRecyclable Materials and Market Indexes for Determining AMV
lVIaterial Index Description Percentale Newspaper (ONP) PSI 8 Baled FOB sellers dock 5260 Corrugated Cardboard (OCC) PSI 11 Baled FOB sellers dock 1130 Mixed Paper PSI 1 Baled FOB sellers dock 460 Aseptic Containers NIA 000 Aluminum Cans Aluminum Cans Sorted and Baled Delivered 170 Steel Cans Steel Cans Sorted and Baled Delivered 230 PET PET Baled Picked Up 460 HDPE (Natural) Natural HDPE Baled Picked Uo 090 HDPE (Colored) Colored HDPE Baled Picked Up 180 Clear Glass Flint Delivered 830 Green Glass Green Delivered 450 Brown Glass Amber Delivered 490 Contamination NIA 250
712 Each month the CONTRACTOR shall pay revenue to the COUNTY based on
the AMV equal to the total Tons of Recyclable Materials delivered by or on
behalf of the COUNTY multiplied by the revenue payment in Table 2 The
revenue payment in Column A will be in effect through March 31 2013 and that
in Column B will be in effect after that date If a Mate1ials Recovery Facility
Okaloosa County Transfer Contract_Final Page23 of52
(MRF) is developed by the CONTRACTOR within a 200 mile radius of the
COUNTY prior to March 31 2013 the revenue payment in Column B will go
into effect when such MRF becomes operational
Table 2
Per Ton Revenue Payment to COUNTY Based on AMV
Avera2e Market Value COLUMN A COLUMNB
Low Hi2h
Revenue Payment to COUNTY ($Ton)
until March 31 2013
Revenue Payment to COUNTY($Ton)
after March 31 2013 lt$8001 $9000 $2000 $2000
$9001 $10000 $2000 $2500
$10001 $11000 $2000 $3000 $11001 $12000 $2000 $3500
$12001 $13000 $2500 $4000
$13001 $14000 $3000 $4500 $14001 $15000 $3500 $5000 $15001 $16000 $4000 $5500 $16001 $17000 $4500 $6000
$17001 $18000 $5000 $6500 $18001 $19000 $5500 $7000 $19001 $20000 $6000 $7500
$20001 $21000 $6500 $8000 $21001 $22000 $7000 $8500
$22001 gt$23000 $7500 $9000
713 No later than the fifteenth (15th) Day of each month the CONTRACTOR shall
submit a Monthly Payment Report in a format approved by the Authorized
Representative for the previous calendar month detailing the calculation of each
revenue payment and the total revenue payment due to the COUNTY Said
revenue payment shall be remitted to the COUNTY within thirty (30) Days from
the end of the month for which the payment is being made
714 The CONTRACTOR may request a study to measure the composition of
Recyclable Materials utilized to calculate the AMV pursuant to Paragraph 7 1
Okaloosa County Transfer Contract_Final Page 24 of52
Table I of this Agreement such request being subject to approval by the
COUNTY If approved by the COUNTY the CONTRACTOR and COUNTY
shall jointly develop a methodology and cost estimate to conduct the composition
study The final methodology and selection of the Independent Third Party to
conduct the study must be approved by the Authorized Representative The
parties shall share equally in paying for the cost of the study Study results are
subject to final approval by the Authorized Representative Once approved
adjustments to the composition of Recyclable Materials shall become effective for
the following month and remainder of the term of the Agreement or until further
adjusted in accordance with this article
72 OTHER RECYCLABLE MATERIALS
The CONTRACTOR will remit $20 per Ton of Recyclable Material received at the
Recycling Facility that is not subject to Paragraph 71 with the exception of Recyclable
Materials not generated in Okaloosa County
ARTICLE 8 PERFORMANCE BOND
The CONTRACTOR shall furnish to the COUNTY a performance bond issued by a surety
licensed to do business in the State of Florida for the faithful performance of the Agreement and
all obligations arising hereunder The performance bond shall be made payable in favor of
Okaloosa County Florida or in lieu thereof pay to the COUNTY the sum of $200000000 A
complete bond shall be issued at least thirty (30) Days prior to the Commencement Date of this
Agreement
ARTICLE 9 LIQUIDATED DAMAGES
If the CONTRACTOR does not substantially fulfill its obligations under this Agreement the
COUNTY shall provide written notice to the CONTRACTOR of specific areas of deficiency
Examples of such deficiencies include but are not limited to the following
Okaloosa County Transfer Contract_Final Page 25 of 52
(a) Violation of environmental laws
(b) Inadequate litter control at the Transfer Stations andor the Recycling Facility Adequate
litter control is defined as minimizing litter leaving the site and the collection of off-site
and on-site litter at the end of every business day
(c) Failure to remove Solid Waste from the transfer station tipping floor in accordance with
FRANCHISEEs operating permits
(d) Other conditions created by the CONTRACTOR that could impact public health and
safety and
(e) Poor maintenance of the Transfer Stations and Recycling Facility and equipment
resulting in a poor public image of the facilities
The CONTRACTOR shall initiate reasonable steps to correct these deficiencies within seventyshy
two (72) hours of written notice If the CONTRACTOR does not initiate reasonable steps within
seventy-two (72) hours the COUNTY may at its discretion impose liquidated damages of $500
per Day until deficiencies are satisfactorily con-ected as determined by the COUNTY If the
CONTRACTOR has not con-ected these deficiencies within thirty (30) Days of receipt of written
notice the CONTRACTOR will be considered in default of the Agreement and the COUNTY
may terminate this Agreement and recover damages in the full amount of the performance bond
The COUNTY may assess liquidated damages pursuant to this Aliicle on a monthly basis and
shall at the end of each month notify the CONTRACTOR in writing of the liquidated damages
assessed and the basis for each assessment In the event the CONTRACTOR wishes to contest
such assessment(s) the CONTRACTOR shall within five (5) Days after receiving such notice
request in writing an opportunity to be heaimiddotd by the Board and present its defense to such
assessment(s)
The COUNTYs Authorized Representative shall notify the CONTRACTOR in writing of any
action taken with respect to CONTRACTORs claims and the decision of the Board will be final
Okaloosa County Transfer Contract_Final Page 26 of 52
ARTICLE 10 DEFAULT AND TERMINATION
The COUNTY may terminate this Agreement except as otherwise provided below in this
paragraph by giving CONTRACTOR fifteen (15) Days advance written notice upon the
happening of any one of the following events
(a) The CONTRACTOR fails to remedy deficiencies as noted in Article 9 within
thirty (30) Days of receipt ofwritten notice by the COUNTY
(b) The CONTRACTOR takes the benefit of any present or future insolvency statute
or shall make a general assigmnent for the benefit of creditors or file a voluntary
petition in bankruptcy or a petition or answer seeking readjustment of its
indebtedness under the Federal United States or any state thereof or consent to
the appointment or a receiver trustee or liquidator of all or substantially all of its
property or
(c) By order or decree of a court the CONTRACTOR shall be adjudged bankrupt or
an order shall be made approving a petition filed by any of its creditors or by any
of the Stockholders of the CONTRACTOR seeking its reorganization or the
readjustment of its indebtedness under federal bankrnptcy laws or under any law
of statute of the United States or of any state thereof provided that if any such
judgment is stayed or vacated within sixty ( 60) Days after the entry thereof any
notice of cancellation shall be and become null void and of no effect or
(d) By or pursuant to or under authority of any legislative act resolution or rule or
any order or decree of any cornt or government board agency or office having
jurisdiction a receiver trustee or liquidator shall take possession or control of all
or substantially all of the property of the CONTRACTOR and such possession of
control shall continue in effect for a period of sixty ( 60) Days or
(e) The CONTRACTOR shall voluntarily abandon desert or discontinue its
operation hereunder granted
Okaloosa County Transfer Contract_Final Page 27 of52
Then such shall be considered a material breach of this Agreement and the Authorized
Representative shall notify the CONTRACTOR in writing of the breach If within a period of
fifteen (15) Days the CONTRACTOR has not eliminated the conditions considered to be a
breach of contract or having so co=enced shall fail thereafter to continue with diligence the
cming thereof the Authorized Representative shall notify the Board
After these fifteen (15) Days the COUNTY can cause the CONTRACTOR to be obligated to pay
the COUNTY the amount specified in the bond and has the authority to terminate this
Agreement
ARTICLE 11 INSURANCE
111 CONTRACTORS INSURANCE
1111 The CONTRACTOR shall not co=ence any work in connection with this
Agreement until he has obtained all required insurance and such insurance has
been approved by the Okaloosa County Risk Management Director
1112 All insurance policies shall be with insurers licensed to do business in the State of
Florida and any insuring company is required to have a rnininimn rating of A
Class X in the Best Key Rating Guide published A M Best amp Co Inc
1113 All insurance shall include the interest of all entities names in and its respective
agents consultants servants and employees of each and all other interests as may
be reasonably required by Okaloosa County as Additional Insured The coverage
afforded the Additional Insured under this policy shall be primary insurance If
the Additional Insured have other insurance that is applicable to the loss such
other insurance shall be on an excess or contingent basis The amount of the
companys liability under this policy shall not be reduced by the existence of such
other insurance
Okaloosa County Transfer Contract_Final Page 28 of 52
1114 The County of Okaloosa shall be listed as Additional Insured by policy
endorsement on all insurance contracts applicable to this Agreement except
Workers Compensation and Professional Liability
1115 The County of Okaloosa shall be furnished proof of coverage by certificates of
insurance (COI) and endorsements for every applicable insurance contract
required by this Agreement The COI s and policy endorsements must be
delivered to the Autho1ized Representative not less than ten (10) Days prior to the
commencement of any and all contractual agreements between the County of
Okaloosa and the CONTRACTOR
1116 The COUNTY shall retain the right to reject all insurance contracts that do not
meet the requirement of this Agreement Further the COUNTY reserves the right
to change these insurance requirements with 60-Day notice to the
CONTRACTOR
1117 The insurance definition of Insured or Additional Insured shall include
Subcontractors Sub-subcontractors and any associated or subsidiary companies
of the CONTRACTOR which are involved and which is a part of the contract
1118 The COUNTY reserves the right at any time to require the CONTRACTOR to
provide certified copies of any insurance policies to document the insurance
coverage specified in this Agreement
1119 The designation of CONTRACTOR shall include any associated or subsidiary
company which is involved and is a part of the contract and such if any
associated or subsidiary company involved in the project must be named in the
Workers Compensation coverage
111IOAll policies shall be written so that the COUNTY will be notified of cancellation
or restrictive amendments at least thirty (30) Days prior to the effective date of
such cancellation or amendment Such notice shall be given directly to the
Authorized Representative
Okaloosa County Transfer Contract_Final Page 29 of 52
112 WORKERS COMPENSATION INSURANCE
1121 The CONTRACTOR shall secure and maintain during the life of this agreement
Workers Compensation insurance for all of his employees employed for the
project or any site connected with the work including supervision administration
or management of this project and in case any work is sublet with the approval
of the County of Okaloosa the CONTRACTOR shall require the Subcontractor
similarly to provide Workers Compensation insurance for all employees
employed at the site of the project and such evidence of insurance shall be
furnished the County of Okaloosa not less than ten (10) Days prior to the
conunencement of any and all subcontractual agreements which have been
approved by the County of Okaloosa
1122 Such insurance shall comply with the Florida Workers Compensation Law
1123 No class of employee including the CONTRACTOR himself shall be excluded
from the Workers Compensation insurance coverage The Workers
Compensation insurance shall also include Employers Liability coverage
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE
1131 The CONTRACTOR shall maintain Business Automobile Liability insurance
coverage throughout the life of this Agreement The insurance shall include
Owned Non-owned amp Hired Motor Vehicle coverage
1132 The CONTRACTOR shall carry other Conunercial General Liability insurance
against all other Bodily Injury Property Damage and Personal and Advertising
Injury exposures The coverage shall include both On- and Off-Premises
Operations Contractual Liability Board Form Property Damage and
Professional Liability
1133 All liability insurance ( other than Professional Liability) shall be written on an
occurrence basis and shall not be written on a claim-made basis If the insurance
Okaloosa County Transfer Contract~Final Page 30 of 52
is issued with an aggregate limit of liability the aggregate limit of liability shall
apply only to the locations included in this Agreement If as the result of any
claims or other reasons the available limits of insurance reduce to less than those
stated in the Limits of Liability the CONTRACTOR shall notify the Authorized
Representative in writing The CONTRACTOR shall purchase additional liability
insurance to maintain the requirements established in this Agreement Umbrella
or Excess Liability insurance can be purchased to meet the Limits of Liability
specified in this Agreement
1134 Commercial General Liability coverage shall be endorsed to include the
following
Premises - Operation Liability
Occurrence Bodily Injmy and Property Damage Liability
Independent CONTRACTORs Liability
Completed Operations and Products Liability
1135 CONTRACTOR shall agree to keep in continuous force Commercial General
Liability coverage including Completed Operations and Products Liability for two
(2) years beyond acceptance ofproject
114 LIMITS OF LIABILITY
The insurance required shall be written for not less than the following or greater if
required by law and shall include Employers liability with limits as prescribed in this
contract
LIMIT
A Workers Compensation
(1) State Statut01y
(2) Employers Liability $1000000 each accident
B Business Automobile amp Commercial $1000000 each occurrence
General Liability Insurance (A combined single limit)
C Personal and Adve1tising Injury $250000
D Pollution Liability $10000000 each occurrence
Okaloosa County Transfer Contract_Final Page 31 of 52
115 NOTICE OF CLAIMS AND LITIGATION
The CONTRACTOR agrees to report any incident or claim that results from performance
of this Agreement The COUNTY representative shall receive written notice in the form
of a detailed written repmi describing the incident or claim within ten ( 10) Days of the
CONTRACTORs knowledge In the event such incident or claim involves injury andor
property damage to a third party verbal notification shall be given the same Day the
CONTRACTOR becomes aware of the incident or claim followed by a written detailed
report within ten (10) Days of verbal notification
116 INDEMNIFICATION AND HOLD HARMLESS
To the fullest extent permitted by law CONTRACTOR shall indemnify and hold
harmless COUNTY its officers and employees from liabilities damages losses and
Costs including but not limited to reasonable attorney fees to the extent caused by the
negligence recklessness or intentional wrongful conduct of the CONTRACTOR and
other persons employed or utilized by the CONTRACTOR in the performance of this
contract
117 CERTIFICATES OF INSURANCE
1171 Certificates of insurance in duplicate indicating the job site and evidencing all
required coverage must be submitted to and approved by Okaloosa County prior
to the commencement of any of the work The certificate holder(s) shall be as
follows
Okaloosa County
602-C No1ih Pearl Street
Crestview Florida 32536
1172 All policies shall expressly require thirty (30) Days written notice to Okaloosa
County at the address set out above or the cancellations of material alterations of
such policies and the Certificates of Insurance shall so provide
Okaloosa County Transfer Contract_Final Page32 of52
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
COUNTY for any liability claim or damages imposed as a consequence of
CONTRACTORs failure to process such material in accordance with applicable
Federal State or local regulations Any testing required or additional charges
imposed for the receipt handling and disposal of Special Waste shall be as agreed
between the CONTRACTOR and the generator or transporter of the Unacceptable
Waste
45 OPERATING REQUIREMENTS
451 The CONTRACTOR will provide at CONTRACTORs expense all the utilities
used in operating the Transfer Stations and Recycling Facility At the Baker
Transfer Station the CONTRACTOR shall pre-treat leachate to a pH between 60
and 85 The COUNTY shall transport the treated leachate for further treatment
and disposal
452 The CONTRACTOR shall be responsible for the maintenance and repair of all
real property at the Transfer Stations and Recycling Facility in accordance with
industry and operational standards It shall also be the CONTRACTORs
responsibility to replace all or part of the property fixtures machinery
improvements and equipment as required to maintain the operation and
performance of the Transfer Stations and Recycling Facility including facility
expansion necessary to accommodate increased throughput The CONTRACTOR
shall maintain and or replace as appropriate all rolling stock utilized by the
CONTRACTOR in performance of this Agreement
453 The CONTRACTOR shall specifically establish a procedure for monitoring the
wear on the waste receiving floors and shall establish a repair procedure before
the wear has progressed to the point that further wear could jeopardize the
renewal of the floor surface or involve replacement of the steel reinforcement in
the floor The floor shall be resurfaced by the CONTRACTOR at least once
during the te1m ofthis Agreement
Okaloosa County Transfer Contract_Final Page 16 of 52
454 The CONTRACTOR shall remove Solid Waste from the transfer station tipping
floors in accordance with its operating permits
455 The CONTRACTOR shall operate the facilities to allow for a turnaround time of
not greater than twenty (20) minutes for vehicles delivering waste or Recyclable
Materials
456 The Transfer Stations and Recycling Facility will be maintained in a neat clean
and attractive manner consistent with its function and present a positive public
appearance
457 The CONTRACTOR shall control litter at the Transfer Stations and Recycling
Facility sites Adequate litter control is defined as minimizing litter leaving the
site and the collection of off-site and on-site litter at the end of eve1y business
day
458 The CONTRACTOR shall separate tires White Goods and Electronics delivered
to the Transfer Stations from other waste and place them in separate containers as
provided by the COUNTY
46 HOURS AND DAYS OF OPERATION
The Transfer Stations and Recycling Facility will be open to the public from 600 am
until 500 pm Monday through Friday and 600 am until 1200 noon Saturday The
COUNTY reserves the right to alter the operating hours of the facilities The
FRANCillSEE and COUNTY agree to negotiate a reasonable rate adjustment if such
change in operating hours affects operating costs
47 HOLIDAYS
The CONTRACTOR will close the Transfer Stations and Recycling Facility on the
following holidays New Years Day Thanksgiving and Clumiddotistmas
Okaloosa County Transfer Contract_Final Page 17 of 52
48 COUNTY ACCESS
The CONTRACTOR shall afford reasonable access at any reasonable time to the
Transfer Stations and Recycling Facility by the COUNTY its authorized agents or public
authorities having regulatory jurisdiction over the facilities Such visits shall be
conducted in a manner so as to cause minimum interference with the performance of
CONTRACTOR s responsibilities hereunder All persons conducting such visits shall
provide appropriate identification and shall comply with CONTRACTORs established
safety rules and regulations
49 TRANSPORTATION OF ACCEPTABLE WASTE
The CONTRACTOR shall be responsible for all transportation of Acceptable Waste
except White Goods and tires once it has been accepted for disposal at the Transfer
Stations The CONTRACTOR shall transport Electronics to the COUNTY facility
designated by Authorized Representative The CONTRACTOR may transpmt
Constmction and Demolition Debris to a permitted facility of its choosing The
CONTRACTOR shall transpmt all other Acceptable Waste to the Spring Hill Regional
Landfill and shall have the duty to ensure that the transportation will be performed in
accordance with applicable regulations and will be prompt safe and efficient Upon
approval by the Authorized Representative the CONTRACTOR may transpmt
Acceptable Waste to a different permitted facility If such facility is closer to Okaloosa
County than the Spring Hill Regional Landfill the CONTRACTOR and COUNTY shall
negotiate a co=ensurate rate adjustment
410 PROCESSING OF RECYCLABLE MATERIALS
The CONTRACTOR shall be responsible for all transportation and processmg of
Recyclable Materials accepted at the Recycling Facility
411 RECORDKEEPING AND REPORTING
4111 The CONTRACTOR records required herein shall be maintained in electronic
database format utilizing Microsoft software or in a format approved by the
Okaloosa County Transfer Contract_Final Page 18 of 52
Authorized Representative The databases shall be readily available for inspection
by the COUNTY at any time during normal operating hours and information in
the records shall be shared with the COUNTY upon request
4112 The CONTRACTOR shall weigh and record all inbound and outbound vehicles
carrying materials including transfer trucks at the Fort Walton Beach Transfer
Station and Recycling Facility Each vehicle delivering waste or Recyclable
Materials shall be properly identified and authorized in a manner satisfactory to
the COUNTY and CONTRACTOR Weights of all waste and Recyclable
Materials shall be recorded in the COUNTYs WasteWorks system
4113 The weight of Acceptable Waste and Recyclable Materials shall be determined
using the weigh scales at the facility The CONTRACTOR shall at regular
intervals test the accuracy of the weigh scales such testing shall occur at least
once every ninety (90) Days The test records for the term of this Agreement shall
be kept on file in the scale house at the facility
4114 The CONTRACTOR shall maintain the original weight records that identify the
vehicles the time of weighing( s) and the tare weights of the vehicles for a period
of five (5) years after which CONTRACTOR may dispose of such records The
CONTRACTORs records so developed will be used as a basis for calculating
quantities of waste and Recyclable Materials and shall be subject to review
including spot checking by the COUNTY at its discretion on site or made
available to the COUNTY at such times as it may reasonably request Required
records in this category include but are not limited to itemized statements of the
amount of Acceptable Waste delivered to the Transfer Stations as further defmed
in Article 4
4115 The COUNTY shall be entitled to have its designated representatives at the
Transfer Stations and Recycling Facility at all times and CONTRACTOR shall
designate a suitable site for an office if required by COUNTY The COUNTY
shall further have the right to station its employees at all weigh scales to verify the
Okaloosa County Transfer Contract_Final Page 19 of52
correctness of the weight records and the CONTRACTOR shall provide
reasonable space for said employees
4116 The CONTRACTOR shall provide the Authorized Representative with its internal
tonnage report which shall include all waste delivered to the Transfer Stations
and all Recyclable Materials delivered to the Recycling Facility Tonnage shall
be broken down by material type and source of generationdelivery with all waste
and Recyclable Materials collected within the COUNTYs Franchise Area clearly
noted For Recyclable Materials collected within the COUNTYs Franchise Area
the CONTRACTOR shall provide an estimate of the breakdown of such material
by commodity Such report shall be submitted in electronic format within seven
(7) Days after the end of each month
412 TRANSITION
4121 The CONTRACTOR shall cooperate with the COUNTY or its designated
contractor during any transition period at the end of this Agreement Such
cooperation includes but is not limited to allowing site visits of the facilities by
the COUNTY or its contractor with advance notice and ensuring all facilities are
in Required Tum Back Condition pursuant to Paragraph 41
4122 The CONTRACTOR shall transfer all active facility permits for the Transfer
Stations and Recycling Facility to the COUNTY or its designated contractor as
requested by the COUNTY in a timely manner so as to avoid any disruption of
service
ARTICLES CONTRACTORS COMPENSATION
51 BASE RATE
The combined total rate for Acceptable Waste handling transportation and disposal paid
to the CONTRACTOR by the COUNTY shall be $3677 per Ton ofrep011ed and verified
waste receipts with the exception of Recyclable Materials Special Waste or
Okaloosa County Transfer Contract_Final Page20 of52
Construction and Demolition Debris managed at the facilities This rate shall take effect
on the Commencement Date of this Agreement and shall continue without adjustment
through September 30 2011
52 RATE ADJUSTMENTS
On October I 2011 and October 1 of each subsequent Contract Year of this Agreement
the CONTRACTORs base rate as provided in Paragraph 51 shall be adjusted
accmding to the following methodology as further explained in Exhibit C seventy
percent (70) of the rate shall be adjusted based on seventy-five percent (75) of the
percentage change in the CPI for the twelve (12) months ending on the preceding June
30ili and thirty percent (30) of the rate shall be adjusted based on the percent change in
the US Department of Energy Fuel Index for the previous twelve (12) months ending on
the preceding June 30ili The total rate adjustment each year may not exceed two percent
(2) of the previous years rates
53 BILLING AND PAYMENT OF CONTRACTORS FEES
531 CONTRACTOR shall keep records of all Acceptable Waste received at the
Transfer Stations as described herein
532 CONTRACTOR shall invoice the COUNTY monthly for the handling
transportation and disposal fees as set forth herein for Acceptable Waste
received at the Transfer Stations This invoice must include detailed information
regarding waste receipts including Solid Waste Bulk Waste Special Waste
Recyclable Material Unacceptable Waste and Merchant Waste in a format
approved by the Authorized Representative Only waste receipts reported using
this format and verified by the COUNTY will be paid COUNTY shall pay such
invoices within thirty (30) Days from the date of invoice or request additional
info1mation if adequate information is not provided
Okaloosa County Transfer Contract_Final Page 21 of52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS
COUNTY shall be responsible for the setting and collection of charges associated with all waste
receipts except as provided herein
61 ACCEPTABLE WASTE
The rates charged for Acceptable Waste will be as established by COUNTY Ordinance
No 00-08 and any amendments thereto If a waste load is too small to be accurately
weighed by the Transfer Stations weigh scales a flat rate shall be charged to the
customer per vehicle as established by COUNTY Ordinance No 00-08 and any
amendments thereto
62 SPECIAL WASTE
CONTRACTOR shall be responsible for setting rates associated with Special Waste
63 CONSTRUCTION AND DEMOLITION DEBRIS
CONTRACTOR shall use its best efforts to deliver a mmnnum of 1000 Tons of
Construction and Demolition Debris (CampD) per month to the Transfer Stations
collectively The COUNTY shall charge the CONTRACTOR a Ten Dollar ($1000) per
Ton host fee for all CampD material delivered to the Transfer Stations This CampD material
shall not be subject to any additional charges or Costs including tipping fees by the
COUNTY to the CONTRACTOR
64 RECYCLABLE MATERIALS
Recyclable Materials delivered by or on behalf of the COUNTY Incorporated
Municipalities or by private citizens directly or collected by the CONTRACTOR from
Commercial Business Establishments in the COUNTY will be accepted at no charge
The CONTRACTOR may negotiate Recyclable Materials processing fees with other
entities delivering such materials to the Recycling Facility
Okaloosa County Transfer Contract_ Final Page22 of52
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS
71 COUNTY RECYCLABLE MATERIALS
The CONTRACTOR shall pay the COUNTY revenue for each Ton of Recyclable
Materials delivered by or on behalf of the COUNTY to the Recycling Facility as follows
711 Each month the CONTRACTOR shall calculate the Average Market Value
(AMV) of Recyclable Materials defined as the sum of commodity prices (US
Dollar per Ton) posted on the first week of the month for the Southeast USA in
SecondaryMaterialsPricingcom and SecondaryFiberPricingcom multiplied by
the composition of the Recyclable Materials as defmed in Table 1 Exhibit D
provides an example ofthis calculation
Table 1
Composition ofRecyclable Materials and Market Indexes for Determining AMV
lVIaterial Index Description Percentale Newspaper (ONP) PSI 8 Baled FOB sellers dock 5260 Corrugated Cardboard (OCC) PSI 11 Baled FOB sellers dock 1130 Mixed Paper PSI 1 Baled FOB sellers dock 460 Aseptic Containers NIA 000 Aluminum Cans Aluminum Cans Sorted and Baled Delivered 170 Steel Cans Steel Cans Sorted and Baled Delivered 230 PET PET Baled Picked Up 460 HDPE (Natural) Natural HDPE Baled Picked Uo 090 HDPE (Colored) Colored HDPE Baled Picked Up 180 Clear Glass Flint Delivered 830 Green Glass Green Delivered 450 Brown Glass Amber Delivered 490 Contamination NIA 250
712 Each month the CONTRACTOR shall pay revenue to the COUNTY based on
the AMV equal to the total Tons of Recyclable Materials delivered by or on
behalf of the COUNTY multiplied by the revenue payment in Table 2 The
revenue payment in Column A will be in effect through March 31 2013 and that
in Column B will be in effect after that date If a Mate1ials Recovery Facility
Okaloosa County Transfer Contract_Final Page23 of52
(MRF) is developed by the CONTRACTOR within a 200 mile radius of the
COUNTY prior to March 31 2013 the revenue payment in Column B will go
into effect when such MRF becomes operational
Table 2
Per Ton Revenue Payment to COUNTY Based on AMV
Avera2e Market Value COLUMN A COLUMNB
Low Hi2h
Revenue Payment to COUNTY ($Ton)
until March 31 2013
Revenue Payment to COUNTY($Ton)
after March 31 2013 lt$8001 $9000 $2000 $2000
$9001 $10000 $2000 $2500
$10001 $11000 $2000 $3000 $11001 $12000 $2000 $3500
$12001 $13000 $2500 $4000
$13001 $14000 $3000 $4500 $14001 $15000 $3500 $5000 $15001 $16000 $4000 $5500 $16001 $17000 $4500 $6000
$17001 $18000 $5000 $6500 $18001 $19000 $5500 $7000 $19001 $20000 $6000 $7500
$20001 $21000 $6500 $8000 $21001 $22000 $7000 $8500
$22001 gt$23000 $7500 $9000
713 No later than the fifteenth (15th) Day of each month the CONTRACTOR shall
submit a Monthly Payment Report in a format approved by the Authorized
Representative for the previous calendar month detailing the calculation of each
revenue payment and the total revenue payment due to the COUNTY Said
revenue payment shall be remitted to the COUNTY within thirty (30) Days from
the end of the month for which the payment is being made
714 The CONTRACTOR may request a study to measure the composition of
Recyclable Materials utilized to calculate the AMV pursuant to Paragraph 7 1
Okaloosa County Transfer Contract_Final Page 24 of52
Table I of this Agreement such request being subject to approval by the
COUNTY If approved by the COUNTY the CONTRACTOR and COUNTY
shall jointly develop a methodology and cost estimate to conduct the composition
study The final methodology and selection of the Independent Third Party to
conduct the study must be approved by the Authorized Representative The
parties shall share equally in paying for the cost of the study Study results are
subject to final approval by the Authorized Representative Once approved
adjustments to the composition of Recyclable Materials shall become effective for
the following month and remainder of the term of the Agreement or until further
adjusted in accordance with this article
72 OTHER RECYCLABLE MATERIALS
The CONTRACTOR will remit $20 per Ton of Recyclable Material received at the
Recycling Facility that is not subject to Paragraph 71 with the exception of Recyclable
Materials not generated in Okaloosa County
ARTICLE 8 PERFORMANCE BOND
The CONTRACTOR shall furnish to the COUNTY a performance bond issued by a surety
licensed to do business in the State of Florida for the faithful performance of the Agreement and
all obligations arising hereunder The performance bond shall be made payable in favor of
Okaloosa County Florida or in lieu thereof pay to the COUNTY the sum of $200000000 A
complete bond shall be issued at least thirty (30) Days prior to the Commencement Date of this
Agreement
ARTICLE 9 LIQUIDATED DAMAGES
If the CONTRACTOR does not substantially fulfill its obligations under this Agreement the
COUNTY shall provide written notice to the CONTRACTOR of specific areas of deficiency
Examples of such deficiencies include but are not limited to the following
Okaloosa County Transfer Contract_Final Page 25 of 52
(a) Violation of environmental laws
(b) Inadequate litter control at the Transfer Stations andor the Recycling Facility Adequate
litter control is defined as minimizing litter leaving the site and the collection of off-site
and on-site litter at the end of every business day
(c) Failure to remove Solid Waste from the transfer station tipping floor in accordance with
FRANCHISEEs operating permits
(d) Other conditions created by the CONTRACTOR that could impact public health and
safety and
(e) Poor maintenance of the Transfer Stations and Recycling Facility and equipment
resulting in a poor public image of the facilities
The CONTRACTOR shall initiate reasonable steps to correct these deficiencies within seventyshy
two (72) hours of written notice If the CONTRACTOR does not initiate reasonable steps within
seventy-two (72) hours the COUNTY may at its discretion impose liquidated damages of $500
per Day until deficiencies are satisfactorily con-ected as determined by the COUNTY If the
CONTRACTOR has not con-ected these deficiencies within thirty (30) Days of receipt of written
notice the CONTRACTOR will be considered in default of the Agreement and the COUNTY
may terminate this Agreement and recover damages in the full amount of the performance bond
The COUNTY may assess liquidated damages pursuant to this Aliicle on a monthly basis and
shall at the end of each month notify the CONTRACTOR in writing of the liquidated damages
assessed and the basis for each assessment In the event the CONTRACTOR wishes to contest
such assessment(s) the CONTRACTOR shall within five (5) Days after receiving such notice
request in writing an opportunity to be heaimiddotd by the Board and present its defense to such
assessment(s)
The COUNTYs Authorized Representative shall notify the CONTRACTOR in writing of any
action taken with respect to CONTRACTORs claims and the decision of the Board will be final
Okaloosa County Transfer Contract_Final Page 26 of 52
ARTICLE 10 DEFAULT AND TERMINATION
The COUNTY may terminate this Agreement except as otherwise provided below in this
paragraph by giving CONTRACTOR fifteen (15) Days advance written notice upon the
happening of any one of the following events
(a) The CONTRACTOR fails to remedy deficiencies as noted in Article 9 within
thirty (30) Days of receipt ofwritten notice by the COUNTY
(b) The CONTRACTOR takes the benefit of any present or future insolvency statute
or shall make a general assigmnent for the benefit of creditors or file a voluntary
petition in bankruptcy or a petition or answer seeking readjustment of its
indebtedness under the Federal United States or any state thereof or consent to
the appointment or a receiver trustee or liquidator of all or substantially all of its
property or
(c) By order or decree of a court the CONTRACTOR shall be adjudged bankrupt or
an order shall be made approving a petition filed by any of its creditors or by any
of the Stockholders of the CONTRACTOR seeking its reorganization or the
readjustment of its indebtedness under federal bankrnptcy laws or under any law
of statute of the United States or of any state thereof provided that if any such
judgment is stayed or vacated within sixty ( 60) Days after the entry thereof any
notice of cancellation shall be and become null void and of no effect or
(d) By or pursuant to or under authority of any legislative act resolution or rule or
any order or decree of any cornt or government board agency or office having
jurisdiction a receiver trustee or liquidator shall take possession or control of all
or substantially all of the property of the CONTRACTOR and such possession of
control shall continue in effect for a period of sixty ( 60) Days or
(e) The CONTRACTOR shall voluntarily abandon desert or discontinue its
operation hereunder granted
Okaloosa County Transfer Contract_Final Page 27 of52
Then such shall be considered a material breach of this Agreement and the Authorized
Representative shall notify the CONTRACTOR in writing of the breach If within a period of
fifteen (15) Days the CONTRACTOR has not eliminated the conditions considered to be a
breach of contract or having so co=enced shall fail thereafter to continue with diligence the
cming thereof the Authorized Representative shall notify the Board
After these fifteen (15) Days the COUNTY can cause the CONTRACTOR to be obligated to pay
the COUNTY the amount specified in the bond and has the authority to terminate this
Agreement
ARTICLE 11 INSURANCE
111 CONTRACTORS INSURANCE
1111 The CONTRACTOR shall not co=ence any work in connection with this
Agreement until he has obtained all required insurance and such insurance has
been approved by the Okaloosa County Risk Management Director
1112 All insurance policies shall be with insurers licensed to do business in the State of
Florida and any insuring company is required to have a rnininimn rating of A
Class X in the Best Key Rating Guide published A M Best amp Co Inc
1113 All insurance shall include the interest of all entities names in and its respective
agents consultants servants and employees of each and all other interests as may
be reasonably required by Okaloosa County as Additional Insured The coverage
afforded the Additional Insured under this policy shall be primary insurance If
the Additional Insured have other insurance that is applicable to the loss such
other insurance shall be on an excess or contingent basis The amount of the
companys liability under this policy shall not be reduced by the existence of such
other insurance
Okaloosa County Transfer Contract_Final Page 28 of 52
1114 The County of Okaloosa shall be listed as Additional Insured by policy
endorsement on all insurance contracts applicable to this Agreement except
Workers Compensation and Professional Liability
1115 The County of Okaloosa shall be furnished proof of coverage by certificates of
insurance (COI) and endorsements for every applicable insurance contract
required by this Agreement The COI s and policy endorsements must be
delivered to the Autho1ized Representative not less than ten (10) Days prior to the
commencement of any and all contractual agreements between the County of
Okaloosa and the CONTRACTOR
1116 The COUNTY shall retain the right to reject all insurance contracts that do not
meet the requirement of this Agreement Further the COUNTY reserves the right
to change these insurance requirements with 60-Day notice to the
CONTRACTOR
1117 The insurance definition of Insured or Additional Insured shall include
Subcontractors Sub-subcontractors and any associated or subsidiary companies
of the CONTRACTOR which are involved and which is a part of the contract
1118 The COUNTY reserves the right at any time to require the CONTRACTOR to
provide certified copies of any insurance policies to document the insurance
coverage specified in this Agreement
1119 The designation of CONTRACTOR shall include any associated or subsidiary
company which is involved and is a part of the contract and such if any
associated or subsidiary company involved in the project must be named in the
Workers Compensation coverage
111IOAll policies shall be written so that the COUNTY will be notified of cancellation
or restrictive amendments at least thirty (30) Days prior to the effective date of
such cancellation or amendment Such notice shall be given directly to the
Authorized Representative
Okaloosa County Transfer Contract_Final Page 29 of 52
112 WORKERS COMPENSATION INSURANCE
1121 The CONTRACTOR shall secure and maintain during the life of this agreement
Workers Compensation insurance for all of his employees employed for the
project or any site connected with the work including supervision administration
or management of this project and in case any work is sublet with the approval
of the County of Okaloosa the CONTRACTOR shall require the Subcontractor
similarly to provide Workers Compensation insurance for all employees
employed at the site of the project and such evidence of insurance shall be
furnished the County of Okaloosa not less than ten (10) Days prior to the
conunencement of any and all subcontractual agreements which have been
approved by the County of Okaloosa
1122 Such insurance shall comply with the Florida Workers Compensation Law
1123 No class of employee including the CONTRACTOR himself shall be excluded
from the Workers Compensation insurance coverage The Workers
Compensation insurance shall also include Employers Liability coverage
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE
1131 The CONTRACTOR shall maintain Business Automobile Liability insurance
coverage throughout the life of this Agreement The insurance shall include
Owned Non-owned amp Hired Motor Vehicle coverage
1132 The CONTRACTOR shall carry other Conunercial General Liability insurance
against all other Bodily Injury Property Damage and Personal and Advertising
Injury exposures The coverage shall include both On- and Off-Premises
Operations Contractual Liability Board Form Property Damage and
Professional Liability
1133 All liability insurance ( other than Professional Liability) shall be written on an
occurrence basis and shall not be written on a claim-made basis If the insurance
Okaloosa County Transfer Contract~Final Page 30 of 52
is issued with an aggregate limit of liability the aggregate limit of liability shall
apply only to the locations included in this Agreement If as the result of any
claims or other reasons the available limits of insurance reduce to less than those
stated in the Limits of Liability the CONTRACTOR shall notify the Authorized
Representative in writing The CONTRACTOR shall purchase additional liability
insurance to maintain the requirements established in this Agreement Umbrella
or Excess Liability insurance can be purchased to meet the Limits of Liability
specified in this Agreement
1134 Commercial General Liability coverage shall be endorsed to include the
following
Premises - Operation Liability
Occurrence Bodily Injmy and Property Damage Liability
Independent CONTRACTORs Liability
Completed Operations and Products Liability
1135 CONTRACTOR shall agree to keep in continuous force Commercial General
Liability coverage including Completed Operations and Products Liability for two
(2) years beyond acceptance ofproject
114 LIMITS OF LIABILITY
The insurance required shall be written for not less than the following or greater if
required by law and shall include Employers liability with limits as prescribed in this
contract
LIMIT
A Workers Compensation
(1) State Statut01y
(2) Employers Liability $1000000 each accident
B Business Automobile amp Commercial $1000000 each occurrence
General Liability Insurance (A combined single limit)
C Personal and Adve1tising Injury $250000
D Pollution Liability $10000000 each occurrence
Okaloosa County Transfer Contract_Final Page 31 of 52
115 NOTICE OF CLAIMS AND LITIGATION
The CONTRACTOR agrees to report any incident or claim that results from performance
of this Agreement The COUNTY representative shall receive written notice in the form
of a detailed written repmi describing the incident or claim within ten ( 10) Days of the
CONTRACTORs knowledge In the event such incident or claim involves injury andor
property damage to a third party verbal notification shall be given the same Day the
CONTRACTOR becomes aware of the incident or claim followed by a written detailed
report within ten (10) Days of verbal notification
116 INDEMNIFICATION AND HOLD HARMLESS
To the fullest extent permitted by law CONTRACTOR shall indemnify and hold
harmless COUNTY its officers and employees from liabilities damages losses and
Costs including but not limited to reasonable attorney fees to the extent caused by the
negligence recklessness or intentional wrongful conduct of the CONTRACTOR and
other persons employed or utilized by the CONTRACTOR in the performance of this
contract
117 CERTIFICATES OF INSURANCE
1171 Certificates of insurance in duplicate indicating the job site and evidencing all
required coverage must be submitted to and approved by Okaloosa County prior
to the commencement of any of the work The certificate holder(s) shall be as
follows
Okaloosa County
602-C No1ih Pearl Street
Crestview Florida 32536
1172 All policies shall expressly require thirty (30) Days written notice to Okaloosa
County at the address set out above or the cancellations of material alterations of
such policies and the Certificates of Insurance shall so provide
Okaloosa County Transfer Contract_Final Page32 of52
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
454 The CONTRACTOR shall remove Solid Waste from the transfer station tipping
floors in accordance with its operating permits
455 The CONTRACTOR shall operate the facilities to allow for a turnaround time of
not greater than twenty (20) minutes for vehicles delivering waste or Recyclable
Materials
456 The Transfer Stations and Recycling Facility will be maintained in a neat clean
and attractive manner consistent with its function and present a positive public
appearance
457 The CONTRACTOR shall control litter at the Transfer Stations and Recycling
Facility sites Adequate litter control is defined as minimizing litter leaving the
site and the collection of off-site and on-site litter at the end of eve1y business
day
458 The CONTRACTOR shall separate tires White Goods and Electronics delivered
to the Transfer Stations from other waste and place them in separate containers as
provided by the COUNTY
46 HOURS AND DAYS OF OPERATION
The Transfer Stations and Recycling Facility will be open to the public from 600 am
until 500 pm Monday through Friday and 600 am until 1200 noon Saturday The
COUNTY reserves the right to alter the operating hours of the facilities The
FRANCillSEE and COUNTY agree to negotiate a reasonable rate adjustment if such
change in operating hours affects operating costs
47 HOLIDAYS
The CONTRACTOR will close the Transfer Stations and Recycling Facility on the
following holidays New Years Day Thanksgiving and Clumiddotistmas
Okaloosa County Transfer Contract_Final Page 17 of 52
48 COUNTY ACCESS
The CONTRACTOR shall afford reasonable access at any reasonable time to the
Transfer Stations and Recycling Facility by the COUNTY its authorized agents or public
authorities having regulatory jurisdiction over the facilities Such visits shall be
conducted in a manner so as to cause minimum interference with the performance of
CONTRACTOR s responsibilities hereunder All persons conducting such visits shall
provide appropriate identification and shall comply with CONTRACTORs established
safety rules and regulations
49 TRANSPORTATION OF ACCEPTABLE WASTE
The CONTRACTOR shall be responsible for all transportation of Acceptable Waste
except White Goods and tires once it has been accepted for disposal at the Transfer
Stations The CONTRACTOR shall transport Electronics to the COUNTY facility
designated by Authorized Representative The CONTRACTOR may transpmt
Constmction and Demolition Debris to a permitted facility of its choosing The
CONTRACTOR shall transpmt all other Acceptable Waste to the Spring Hill Regional
Landfill and shall have the duty to ensure that the transportation will be performed in
accordance with applicable regulations and will be prompt safe and efficient Upon
approval by the Authorized Representative the CONTRACTOR may transpmt
Acceptable Waste to a different permitted facility If such facility is closer to Okaloosa
County than the Spring Hill Regional Landfill the CONTRACTOR and COUNTY shall
negotiate a co=ensurate rate adjustment
410 PROCESSING OF RECYCLABLE MATERIALS
The CONTRACTOR shall be responsible for all transportation and processmg of
Recyclable Materials accepted at the Recycling Facility
411 RECORDKEEPING AND REPORTING
4111 The CONTRACTOR records required herein shall be maintained in electronic
database format utilizing Microsoft software or in a format approved by the
Okaloosa County Transfer Contract_Final Page 18 of 52
Authorized Representative The databases shall be readily available for inspection
by the COUNTY at any time during normal operating hours and information in
the records shall be shared with the COUNTY upon request
4112 The CONTRACTOR shall weigh and record all inbound and outbound vehicles
carrying materials including transfer trucks at the Fort Walton Beach Transfer
Station and Recycling Facility Each vehicle delivering waste or Recyclable
Materials shall be properly identified and authorized in a manner satisfactory to
the COUNTY and CONTRACTOR Weights of all waste and Recyclable
Materials shall be recorded in the COUNTYs WasteWorks system
4113 The weight of Acceptable Waste and Recyclable Materials shall be determined
using the weigh scales at the facility The CONTRACTOR shall at regular
intervals test the accuracy of the weigh scales such testing shall occur at least
once every ninety (90) Days The test records for the term of this Agreement shall
be kept on file in the scale house at the facility
4114 The CONTRACTOR shall maintain the original weight records that identify the
vehicles the time of weighing( s) and the tare weights of the vehicles for a period
of five (5) years after which CONTRACTOR may dispose of such records The
CONTRACTORs records so developed will be used as a basis for calculating
quantities of waste and Recyclable Materials and shall be subject to review
including spot checking by the COUNTY at its discretion on site or made
available to the COUNTY at such times as it may reasonably request Required
records in this category include but are not limited to itemized statements of the
amount of Acceptable Waste delivered to the Transfer Stations as further defmed
in Article 4
4115 The COUNTY shall be entitled to have its designated representatives at the
Transfer Stations and Recycling Facility at all times and CONTRACTOR shall
designate a suitable site for an office if required by COUNTY The COUNTY
shall further have the right to station its employees at all weigh scales to verify the
Okaloosa County Transfer Contract_Final Page 19 of52
correctness of the weight records and the CONTRACTOR shall provide
reasonable space for said employees
4116 The CONTRACTOR shall provide the Authorized Representative with its internal
tonnage report which shall include all waste delivered to the Transfer Stations
and all Recyclable Materials delivered to the Recycling Facility Tonnage shall
be broken down by material type and source of generationdelivery with all waste
and Recyclable Materials collected within the COUNTYs Franchise Area clearly
noted For Recyclable Materials collected within the COUNTYs Franchise Area
the CONTRACTOR shall provide an estimate of the breakdown of such material
by commodity Such report shall be submitted in electronic format within seven
(7) Days after the end of each month
412 TRANSITION
4121 The CONTRACTOR shall cooperate with the COUNTY or its designated
contractor during any transition period at the end of this Agreement Such
cooperation includes but is not limited to allowing site visits of the facilities by
the COUNTY or its contractor with advance notice and ensuring all facilities are
in Required Tum Back Condition pursuant to Paragraph 41
4122 The CONTRACTOR shall transfer all active facility permits for the Transfer
Stations and Recycling Facility to the COUNTY or its designated contractor as
requested by the COUNTY in a timely manner so as to avoid any disruption of
service
ARTICLES CONTRACTORS COMPENSATION
51 BASE RATE
The combined total rate for Acceptable Waste handling transportation and disposal paid
to the CONTRACTOR by the COUNTY shall be $3677 per Ton ofrep011ed and verified
waste receipts with the exception of Recyclable Materials Special Waste or
Okaloosa County Transfer Contract_Final Page20 of52
Construction and Demolition Debris managed at the facilities This rate shall take effect
on the Commencement Date of this Agreement and shall continue without adjustment
through September 30 2011
52 RATE ADJUSTMENTS
On October I 2011 and October 1 of each subsequent Contract Year of this Agreement
the CONTRACTORs base rate as provided in Paragraph 51 shall be adjusted
accmding to the following methodology as further explained in Exhibit C seventy
percent (70) of the rate shall be adjusted based on seventy-five percent (75) of the
percentage change in the CPI for the twelve (12) months ending on the preceding June
30ili and thirty percent (30) of the rate shall be adjusted based on the percent change in
the US Department of Energy Fuel Index for the previous twelve (12) months ending on
the preceding June 30ili The total rate adjustment each year may not exceed two percent
(2) of the previous years rates
53 BILLING AND PAYMENT OF CONTRACTORS FEES
531 CONTRACTOR shall keep records of all Acceptable Waste received at the
Transfer Stations as described herein
532 CONTRACTOR shall invoice the COUNTY monthly for the handling
transportation and disposal fees as set forth herein for Acceptable Waste
received at the Transfer Stations This invoice must include detailed information
regarding waste receipts including Solid Waste Bulk Waste Special Waste
Recyclable Material Unacceptable Waste and Merchant Waste in a format
approved by the Authorized Representative Only waste receipts reported using
this format and verified by the COUNTY will be paid COUNTY shall pay such
invoices within thirty (30) Days from the date of invoice or request additional
info1mation if adequate information is not provided
Okaloosa County Transfer Contract_Final Page 21 of52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS
COUNTY shall be responsible for the setting and collection of charges associated with all waste
receipts except as provided herein
61 ACCEPTABLE WASTE
The rates charged for Acceptable Waste will be as established by COUNTY Ordinance
No 00-08 and any amendments thereto If a waste load is too small to be accurately
weighed by the Transfer Stations weigh scales a flat rate shall be charged to the
customer per vehicle as established by COUNTY Ordinance No 00-08 and any
amendments thereto
62 SPECIAL WASTE
CONTRACTOR shall be responsible for setting rates associated with Special Waste
63 CONSTRUCTION AND DEMOLITION DEBRIS
CONTRACTOR shall use its best efforts to deliver a mmnnum of 1000 Tons of
Construction and Demolition Debris (CampD) per month to the Transfer Stations
collectively The COUNTY shall charge the CONTRACTOR a Ten Dollar ($1000) per
Ton host fee for all CampD material delivered to the Transfer Stations This CampD material
shall not be subject to any additional charges or Costs including tipping fees by the
COUNTY to the CONTRACTOR
64 RECYCLABLE MATERIALS
Recyclable Materials delivered by or on behalf of the COUNTY Incorporated
Municipalities or by private citizens directly or collected by the CONTRACTOR from
Commercial Business Establishments in the COUNTY will be accepted at no charge
The CONTRACTOR may negotiate Recyclable Materials processing fees with other
entities delivering such materials to the Recycling Facility
Okaloosa County Transfer Contract_ Final Page22 of52
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS
71 COUNTY RECYCLABLE MATERIALS
The CONTRACTOR shall pay the COUNTY revenue for each Ton of Recyclable
Materials delivered by or on behalf of the COUNTY to the Recycling Facility as follows
711 Each month the CONTRACTOR shall calculate the Average Market Value
(AMV) of Recyclable Materials defined as the sum of commodity prices (US
Dollar per Ton) posted on the first week of the month for the Southeast USA in
SecondaryMaterialsPricingcom and SecondaryFiberPricingcom multiplied by
the composition of the Recyclable Materials as defmed in Table 1 Exhibit D
provides an example ofthis calculation
Table 1
Composition ofRecyclable Materials and Market Indexes for Determining AMV
lVIaterial Index Description Percentale Newspaper (ONP) PSI 8 Baled FOB sellers dock 5260 Corrugated Cardboard (OCC) PSI 11 Baled FOB sellers dock 1130 Mixed Paper PSI 1 Baled FOB sellers dock 460 Aseptic Containers NIA 000 Aluminum Cans Aluminum Cans Sorted and Baled Delivered 170 Steel Cans Steel Cans Sorted and Baled Delivered 230 PET PET Baled Picked Up 460 HDPE (Natural) Natural HDPE Baled Picked Uo 090 HDPE (Colored) Colored HDPE Baled Picked Up 180 Clear Glass Flint Delivered 830 Green Glass Green Delivered 450 Brown Glass Amber Delivered 490 Contamination NIA 250
712 Each month the CONTRACTOR shall pay revenue to the COUNTY based on
the AMV equal to the total Tons of Recyclable Materials delivered by or on
behalf of the COUNTY multiplied by the revenue payment in Table 2 The
revenue payment in Column A will be in effect through March 31 2013 and that
in Column B will be in effect after that date If a Mate1ials Recovery Facility
Okaloosa County Transfer Contract_Final Page23 of52
(MRF) is developed by the CONTRACTOR within a 200 mile radius of the
COUNTY prior to March 31 2013 the revenue payment in Column B will go
into effect when such MRF becomes operational
Table 2
Per Ton Revenue Payment to COUNTY Based on AMV
Avera2e Market Value COLUMN A COLUMNB
Low Hi2h
Revenue Payment to COUNTY ($Ton)
until March 31 2013
Revenue Payment to COUNTY($Ton)
after March 31 2013 lt$8001 $9000 $2000 $2000
$9001 $10000 $2000 $2500
$10001 $11000 $2000 $3000 $11001 $12000 $2000 $3500
$12001 $13000 $2500 $4000
$13001 $14000 $3000 $4500 $14001 $15000 $3500 $5000 $15001 $16000 $4000 $5500 $16001 $17000 $4500 $6000
$17001 $18000 $5000 $6500 $18001 $19000 $5500 $7000 $19001 $20000 $6000 $7500
$20001 $21000 $6500 $8000 $21001 $22000 $7000 $8500
$22001 gt$23000 $7500 $9000
713 No later than the fifteenth (15th) Day of each month the CONTRACTOR shall
submit a Monthly Payment Report in a format approved by the Authorized
Representative for the previous calendar month detailing the calculation of each
revenue payment and the total revenue payment due to the COUNTY Said
revenue payment shall be remitted to the COUNTY within thirty (30) Days from
the end of the month for which the payment is being made
714 The CONTRACTOR may request a study to measure the composition of
Recyclable Materials utilized to calculate the AMV pursuant to Paragraph 7 1
Okaloosa County Transfer Contract_Final Page 24 of52
Table I of this Agreement such request being subject to approval by the
COUNTY If approved by the COUNTY the CONTRACTOR and COUNTY
shall jointly develop a methodology and cost estimate to conduct the composition
study The final methodology and selection of the Independent Third Party to
conduct the study must be approved by the Authorized Representative The
parties shall share equally in paying for the cost of the study Study results are
subject to final approval by the Authorized Representative Once approved
adjustments to the composition of Recyclable Materials shall become effective for
the following month and remainder of the term of the Agreement or until further
adjusted in accordance with this article
72 OTHER RECYCLABLE MATERIALS
The CONTRACTOR will remit $20 per Ton of Recyclable Material received at the
Recycling Facility that is not subject to Paragraph 71 with the exception of Recyclable
Materials not generated in Okaloosa County
ARTICLE 8 PERFORMANCE BOND
The CONTRACTOR shall furnish to the COUNTY a performance bond issued by a surety
licensed to do business in the State of Florida for the faithful performance of the Agreement and
all obligations arising hereunder The performance bond shall be made payable in favor of
Okaloosa County Florida or in lieu thereof pay to the COUNTY the sum of $200000000 A
complete bond shall be issued at least thirty (30) Days prior to the Commencement Date of this
Agreement
ARTICLE 9 LIQUIDATED DAMAGES
If the CONTRACTOR does not substantially fulfill its obligations under this Agreement the
COUNTY shall provide written notice to the CONTRACTOR of specific areas of deficiency
Examples of such deficiencies include but are not limited to the following
Okaloosa County Transfer Contract_Final Page 25 of 52
(a) Violation of environmental laws
(b) Inadequate litter control at the Transfer Stations andor the Recycling Facility Adequate
litter control is defined as minimizing litter leaving the site and the collection of off-site
and on-site litter at the end of every business day
(c) Failure to remove Solid Waste from the transfer station tipping floor in accordance with
FRANCHISEEs operating permits
(d) Other conditions created by the CONTRACTOR that could impact public health and
safety and
(e) Poor maintenance of the Transfer Stations and Recycling Facility and equipment
resulting in a poor public image of the facilities
The CONTRACTOR shall initiate reasonable steps to correct these deficiencies within seventyshy
two (72) hours of written notice If the CONTRACTOR does not initiate reasonable steps within
seventy-two (72) hours the COUNTY may at its discretion impose liquidated damages of $500
per Day until deficiencies are satisfactorily con-ected as determined by the COUNTY If the
CONTRACTOR has not con-ected these deficiencies within thirty (30) Days of receipt of written
notice the CONTRACTOR will be considered in default of the Agreement and the COUNTY
may terminate this Agreement and recover damages in the full amount of the performance bond
The COUNTY may assess liquidated damages pursuant to this Aliicle on a monthly basis and
shall at the end of each month notify the CONTRACTOR in writing of the liquidated damages
assessed and the basis for each assessment In the event the CONTRACTOR wishes to contest
such assessment(s) the CONTRACTOR shall within five (5) Days after receiving such notice
request in writing an opportunity to be heaimiddotd by the Board and present its defense to such
assessment(s)
The COUNTYs Authorized Representative shall notify the CONTRACTOR in writing of any
action taken with respect to CONTRACTORs claims and the decision of the Board will be final
Okaloosa County Transfer Contract_Final Page 26 of 52
ARTICLE 10 DEFAULT AND TERMINATION
The COUNTY may terminate this Agreement except as otherwise provided below in this
paragraph by giving CONTRACTOR fifteen (15) Days advance written notice upon the
happening of any one of the following events
(a) The CONTRACTOR fails to remedy deficiencies as noted in Article 9 within
thirty (30) Days of receipt ofwritten notice by the COUNTY
(b) The CONTRACTOR takes the benefit of any present or future insolvency statute
or shall make a general assigmnent for the benefit of creditors or file a voluntary
petition in bankruptcy or a petition or answer seeking readjustment of its
indebtedness under the Federal United States or any state thereof or consent to
the appointment or a receiver trustee or liquidator of all or substantially all of its
property or
(c) By order or decree of a court the CONTRACTOR shall be adjudged bankrupt or
an order shall be made approving a petition filed by any of its creditors or by any
of the Stockholders of the CONTRACTOR seeking its reorganization or the
readjustment of its indebtedness under federal bankrnptcy laws or under any law
of statute of the United States or of any state thereof provided that if any such
judgment is stayed or vacated within sixty ( 60) Days after the entry thereof any
notice of cancellation shall be and become null void and of no effect or
(d) By or pursuant to or under authority of any legislative act resolution or rule or
any order or decree of any cornt or government board agency or office having
jurisdiction a receiver trustee or liquidator shall take possession or control of all
or substantially all of the property of the CONTRACTOR and such possession of
control shall continue in effect for a period of sixty ( 60) Days or
(e) The CONTRACTOR shall voluntarily abandon desert or discontinue its
operation hereunder granted
Okaloosa County Transfer Contract_Final Page 27 of52
Then such shall be considered a material breach of this Agreement and the Authorized
Representative shall notify the CONTRACTOR in writing of the breach If within a period of
fifteen (15) Days the CONTRACTOR has not eliminated the conditions considered to be a
breach of contract or having so co=enced shall fail thereafter to continue with diligence the
cming thereof the Authorized Representative shall notify the Board
After these fifteen (15) Days the COUNTY can cause the CONTRACTOR to be obligated to pay
the COUNTY the amount specified in the bond and has the authority to terminate this
Agreement
ARTICLE 11 INSURANCE
111 CONTRACTORS INSURANCE
1111 The CONTRACTOR shall not co=ence any work in connection with this
Agreement until he has obtained all required insurance and such insurance has
been approved by the Okaloosa County Risk Management Director
1112 All insurance policies shall be with insurers licensed to do business in the State of
Florida and any insuring company is required to have a rnininimn rating of A
Class X in the Best Key Rating Guide published A M Best amp Co Inc
1113 All insurance shall include the interest of all entities names in and its respective
agents consultants servants and employees of each and all other interests as may
be reasonably required by Okaloosa County as Additional Insured The coverage
afforded the Additional Insured under this policy shall be primary insurance If
the Additional Insured have other insurance that is applicable to the loss such
other insurance shall be on an excess or contingent basis The amount of the
companys liability under this policy shall not be reduced by the existence of such
other insurance
Okaloosa County Transfer Contract_Final Page 28 of 52
1114 The County of Okaloosa shall be listed as Additional Insured by policy
endorsement on all insurance contracts applicable to this Agreement except
Workers Compensation and Professional Liability
1115 The County of Okaloosa shall be furnished proof of coverage by certificates of
insurance (COI) and endorsements for every applicable insurance contract
required by this Agreement The COI s and policy endorsements must be
delivered to the Autho1ized Representative not less than ten (10) Days prior to the
commencement of any and all contractual agreements between the County of
Okaloosa and the CONTRACTOR
1116 The COUNTY shall retain the right to reject all insurance contracts that do not
meet the requirement of this Agreement Further the COUNTY reserves the right
to change these insurance requirements with 60-Day notice to the
CONTRACTOR
1117 The insurance definition of Insured or Additional Insured shall include
Subcontractors Sub-subcontractors and any associated or subsidiary companies
of the CONTRACTOR which are involved and which is a part of the contract
1118 The COUNTY reserves the right at any time to require the CONTRACTOR to
provide certified copies of any insurance policies to document the insurance
coverage specified in this Agreement
1119 The designation of CONTRACTOR shall include any associated or subsidiary
company which is involved and is a part of the contract and such if any
associated or subsidiary company involved in the project must be named in the
Workers Compensation coverage
111IOAll policies shall be written so that the COUNTY will be notified of cancellation
or restrictive amendments at least thirty (30) Days prior to the effective date of
such cancellation or amendment Such notice shall be given directly to the
Authorized Representative
Okaloosa County Transfer Contract_Final Page 29 of 52
112 WORKERS COMPENSATION INSURANCE
1121 The CONTRACTOR shall secure and maintain during the life of this agreement
Workers Compensation insurance for all of his employees employed for the
project or any site connected with the work including supervision administration
or management of this project and in case any work is sublet with the approval
of the County of Okaloosa the CONTRACTOR shall require the Subcontractor
similarly to provide Workers Compensation insurance for all employees
employed at the site of the project and such evidence of insurance shall be
furnished the County of Okaloosa not less than ten (10) Days prior to the
conunencement of any and all subcontractual agreements which have been
approved by the County of Okaloosa
1122 Such insurance shall comply with the Florida Workers Compensation Law
1123 No class of employee including the CONTRACTOR himself shall be excluded
from the Workers Compensation insurance coverage The Workers
Compensation insurance shall also include Employers Liability coverage
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE
1131 The CONTRACTOR shall maintain Business Automobile Liability insurance
coverage throughout the life of this Agreement The insurance shall include
Owned Non-owned amp Hired Motor Vehicle coverage
1132 The CONTRACTOR shall carry other Conunercial General Liability insurance
against all other Bodily Injury Property Damage and Personal and Advertising
Injury exposures The coverage shall include both On- and Off-Premises
Operations Contractual Liability Board Form Property Damage and
Professional Liability
1133 All liability insurance ( other than Professional Liability) shall be written on an
occurrence basis and shall not be written on a claim-made basis If the insurance
Okaloosa County Transfer Contract~Final Page 30 of 52
is issued with an aggregate limit of liability the aggregate limit of liability shall
apply only to the locations included in this Agreement If as the result of any
claims or other reasons the available limits of insurance reduce to less than those
stated in the Limits of Liability the CONTRACTOR shall notify the Authorized
Representative in writing The CONTRACTOR shall purchase additional liability
insurance to maintain the requirements established in this Agreement Umbrella
or Excess Liability insurance can be purchased to meet the Limits of Liability
specified in this Agreement
1134 Commercial General Liability coverage shall be endorsed to include the
following
Premises - Operation Liability
Occurrence Bodily Injmy and Property Damage Liability
Independent CONTRACTORs Liability
Completed Operations and Products Liability
1135 CONTRACTOR shall agree to keep in continuous force Commercial General
Liability coverage including Completed Operations and Products Liability for two
(2) years beyond acceptance ofproject
114 LIMITS OF LIABILITY
The insurance required shall be written for not less than the following or greater if
required by law and shall include Employers liability with limits as prescribed in this
contract
LIMIT
A Workers Compensation
(1) State Statut01y
(2) Employers Liability $1000000 each accident
B Business Automobile amp Commercial $1000000 each occurrence
General Liability Insurance (A combined single limit)
C Personal and Adve1tising Injury $250000
D Pollution Liability $10000000 each occurrence
Okaloosa County Transfer Contract_Final Page 31 of 52
115 NOTICE OF CLAIMS AND LITIGATION
The CONTRACTOR agrees to report any incident or claim that results from performance
of this Agreement The COUNTY representative shall receive written notice in the form
of a detailed written repmi describing the incident or claim within ten ( 10) Days of the
CONTRACTORs knowledge In the event such incident or claim involves injury andor
property damage to a third party verbal notification shall be given the same Day the
CONTRACTOR becomes aware of the incident or claim followed by a written detailed
report within ten (10) Days of verbal notification
116 INDEMNIFICATION AND HOLD HARMLESS
To the fullest extent permitted by law CONTRACTOR shall indemnify and hold
harmless COUNTY its officers and employees from liabilities damages losses and
Costs including but not limited to reasonable attorney fees to the extent caused by the
negligence recklessness or intentional wrongful conduct of the CONTRACTOR and
other persons employed or utilized by the CONTRACTOR in the performance of this
contract
117 CERTIFICATES OF INSURANCE
1171 Certificates of insurance in duplicate indicating the job site and evidencing all
required coverage must be submitted to and approved by Okaloosa County prior
to the commencement of any of the work The certificate holder(s) shall be as
follows
Okaloosa County
602-C No1ih Pearl Street
Crestview Florida 32536
1172 All policies shall expressly require thirty (30) Days written notice to Okaloosa
County at the address set out above or the cancellations of material alterations of
such policies and the Certificates of Insurance shall so provide
Okaloosa County Transfer Contract_Final Page32 of52
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
48 COUNTY ACCESS
The CONTRACTOR shall afford reasonable access at any reasonable time to the
Transfer Stations and Recycling Facility by the COUNTY its authorized agents or public
authorities having regulatory jurisdiction over the facilities Such visits shall be
conducted in a manner so as to cause minimum interference with the performance of
CONTRACTOR s responsibilities hereunder All persons conducting such visits shall
provide appropriate identification and shall comply with CONTRACTORs established
safety rules and regulations
49 TRANSPORTATION OF ACCEPTABLE WASTE
The CONTRACTOR shall be responsible for all transportation of Acceptable Waste
except White Goods and tires once it has been accepted for disposal at the Transfer
Stations The CONTRACTOR shall transport Electronics to the COUNTY facility
designated by Authorized Representative The CONTRACTOR may transpmt
Constmction and Demolition Debris to a permitted facility of its choosing The
CONTRACTOR shall transpmt all other Acceptable Waste to the Spring Hill Regional
Landfill and shall have the duty to ensure that the transportation will be performed in
accordance with applicable regulations and will be prompt safe and efficient Upon
approval by the Authorized Representative the CONTRACTOR may transpmt
Acceptable Waste to a different permitted facility If such facility is closer to Okaloosa
County than the Spring Hill Regional Landfill the CONTRACTOR and COUNTY shall
negotiate a co=ensurate rate adjustment
410 PROCESSING OF RECYCLABLE MATERIALS
The CONTRACTOR shall be responsible for all transportation and processmg of
Recyclable Materials accepted at the Recycling Facility
411 RECORDKEEPING AND REPORTING
4111 The CONTRACTOR records required herein shall be maintained in electronic
database format utilizing Microsoft software or in a format approved by the
Okaloosa County Transfer Contract_Final Page 18 of 52
Authorized Representative The databases shall be readily available for inspection
by the COUNTY at any time during normal operating hours and information in
the records shall be shared with the COUNTY upon request
4112 The CONTRACTOR shall weigh and record all inbound and outbound vehicles
carrying materials including transfer trucks at the Fort Walton Beach Transfer
Station and Recycling Facility Each vehicle delivering waste or Recyclable
Materials shall be properly identified and authorized in a manner satisfactory to
the COUNTY and CONTRACTOR Weights of all waste and Recyclable
Materials shall be recorded in the COUNTYs WasteWorks system
4113 The weight of Acceptable Waste and Recyclable Materials shall be determined
using the weigh scales at the facility The CONTRACTOR shall at regular
intervals test the accuracy of the weigh scales such testing shall occur at least
once every ninety (90) Days The test records for the term of this Agreement shall
be kept on file in the scale house at the facility
4114 The CONTRACTOR shall maintain the original weight records that identify the
vehicles the time of weighing( s) and the tare weights of the vehicles for a period
of five (5) years after which CONTRACTOR may dispose of such records The
CONTRACTORs records so developed will be used as a basis for calculating
quantities of waste and Recyclable Materials and shall be subject to review
including spot checking by the COUNTY at its discretion on site or made
available to the COUNTY at such times as it may reasonably request Required
records in this category include but are not limited to itemized statements of the
amount of Acceptable Waste delivered to the Transfer Stations as further defmed
in Article 4
4115 The COUNTY shall be entitled to have its designated representatives at the
Transfer Stations and Recycling Facility at all times and CONTRACTOR shall
designate a suitable site for an office if required by COUNTY The COUNTY
shall further have the right to station its employees at all weigh scales to verify the
Okaloosa County Transfer Contract_Final Page 19 of52
correctness of the weight records and the CONTRACTOR shall provide
reasonable space for said employees
4116 The CONTRACTOR shall provide the Authorized Representative with its internal
tonnage report which shall include all waste delivered to the Transfer Stations
and all Recyclable Materials delivered to the Recycling Facility Tonnage shall
be broken down by material type and source of generationdelivery with all waste
and Recyclable Materials collected within the COUNTYs Franchise Area clearly
noted For Recyclable Materials collected within the COUNTYs Franchise Area
the CONTRACTOR shall provide an estimate of the breakdown of such material
by commodity Such report shall be submitted in electronic format within seven
(7) Days after the end of each month
412 TRANSITION
4121 The CONTRACTOR shall cooperate with the COUNTY or its designated
contractor during any transition period at the end of this Agreement Such
cooperation includes but is not limited to allowing site visits of the facilities by
the COUNTY or its contractor with advance notice and ensuring all facilities are
in Required Tum Back Condition pursuant to Paragraph 41
4122 The CONTRACTOR shall transfer all active facility permits for the Transfer
Stations and Recycling Facility to the COUNTY or its designated contractor as
requested by the COUNTY in a timely manner so as to avoid any disruption of
service
ARTICLES CONTRACTORS COMPENSATION
51 BASE RATE
The combined total rate for Acceptable Waste handling transportation and disposal paid
to the CONTRACTOR by the COUNTY shall be $3677 per Ton ofrep011ed and verified
waste receipts with the exception of Recyclable Materials Special Waste or
Okaloosa County Transfer Contract_Final Page20 of52
Construction and Demolition Debris managed at the facilities This rate shall take effect
on the Commencement Date of this Agreement and shall continue without adjustment
through September 30 2011
52 RATE ADJUSTMENTS
On October I 2011 and October 1 of each subsequent Contract Year of this Agreement
the CONTRACTORs base rate as provided in Paragraph 51 shall be adjusted
accmding to the following methodology as further explained in Exhibit C seventy
percent (70) of the rate shall be adjusted based on seventy-five percent (75) of the
percentage change in the CPI for the twelve (12) months ending on the preceding June
30ili and thirty percent (30) of the rate shall be adjusted based on the percent change in
the US Department of Energy Fuel Index for the previous twelve (12) months ending on
the preceding June 30ili The total rate adjustment each year may not exceed two percent
(2) of the previous years rates
53 BILLING AND PAYMENT OF CONTRACTORS FEES
531 CONTRACTOR shall keep records of all Acceptable Waste received at the
Transfer Stations as described herein
532 CONTRACTOR shall invoice the COUNTY monthly for the handling
transportation and disposal fees as set forth herein for Acceptable Waste
received at the Transfer Stations This invoice must include detailed information
regarding waste receipts including Solid Waste Bulk Waste Special Waste
Recyclable Material Unacceptable Waste and Merchant Waste in a format
approved by the Authorized Representative Only waste receipts reported using
this format and verified by the COUNTY will be paid COUNTY shall pay such
invoices within thirty (30) Days from the date of invoice or request additional
info1mation if adequate information is not provided
Okaloosa County Transfer Contract_Final Page 21 of52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS
COUNTY shall be responsible for the setting and collection of charges associated with all waste
receipts except as provided herein
61 ACCEPTABLE WASTE
The rates charged for Acceptable Waste will be as established by COUNTY Ordinance
No 00-08 and any amendments thereto If a waste load is too small to be accurately
weighed by the Transfer Stations weigh scales a flat rate shall be charged to the
customer per vehicle as established by COUNTY Ordinance No 00-08 and any
amendments thereto
62 SPECIAL WASTE
CONTRACTOR shall be responsible for setting rates associated with Special Waste
63 CONSTRUCTION AND DEMOLITION DEBRIS
CONTRACTOR shall use its best efforts to deliver a mmnnum of 1000 Tons of
Construction and Demolition Debris (CampD) per month to the Transfer Stations
collectively The COUNTY shall charge the CONTRACTOR a Ten Dollar ($1000) per
Ton host fee for all CampD material delivered to the Transfer Stations This CampD material
shall not be subject to any additional charges or Costs including tipping fees by the
COUNTY to the CONTRACTOR
64 RECYCLABLE MATERIALS
Recyclable Materials delivered by or on behalf of the COUNTY Incorporated
Municipalities or by private citizens directly or collected by the CONTRACTOR from
Commercial Business Establishments in the COUNTY will be accepted at no charge
The CONTRACTOR may negotiate Recyclable Materials processing fees with other
entities delivering such materials to the Recycling Facility
Okaloosa County Transfer Contract_ Final Page22 of52
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS
71 COUNTY RECYCLABLE MATERIALS
The CONTRACTOR shall pay the COUNTY revenue for each Ton of Recyclable
Materials delivered by or on behalf of the COUNTY to the Recycling Facility as follows
711 Each month the CONTRACTOR shall calculate the Average Market Value
(AMV) of Recyclable Materials defined as the sum of commodity prices (US
Dollar per Ton) posted on the first week of the month for the Southeast USA in
SecondaryMaterialsPricingcom and SecondaryFiberPricingcom multiplied by
the composition of the Recyclable Materials as defmed in Table 1 Exhibit D
provides an example ofthis calculation
Table 1
Composition ofRecyclable Materials and Market Indexes for Determining AMV
lVIaterial Index Description Percentale Newspaper (ONP) PSI 8 Baled FOB sellers dock 5260 Corrugated Cardboard (OCC) PSI 11 Baled FOB sellers dock 1130 Mixed Paper PSI 1 Baled FOB sellers dock 460 Aseptic Containers NIA 000 Aluminum Cans Aluminum Cans Sorted and Baled Delivered 170 Steel Cans Steel Cans Sorted and Baled Delivered 230 PET PET Baled Picked Up 460 HDPE (Natural) Natural HDPE Baled Picked Uo 090 HDPE (Colored) Colored HDPE Baled Picked Up 180 Clear Glass Flint Delivered 830 Green Glass Green Delivered 450 Brown Glass Amber Delivered 490 Contamination NIA 250
712 Each month the CONTRACTOR shall pay revenue to the COUNTY based on
the AMV equal to the total Tons of Recyclable Materials delivered by or on
behalf of the COUNTY multiplied by the revenue payment in Table 2 The
revenue payment in Column A will be in effect through March 31 2013 and that
in Column B will be in effect after that date If a Mate1ials Recovery Facility
Okaloosa County Transfer Contract_Final Page23 of52
(MRF) is developed by the CONTRACTOR within a 200 mile radius of the
COUNTY prior to March 31 2013 the revenue payment in Column B will go
into effect when such MRF becomes operational
Table 2
Per Ton Revenue Payment to COUNTY Based on AMV
Avera2e Market Value COLUMN A COLUMNB
Low Hi2h
Revenue Payment to COUNTY ($Ton)
until March 31 2013
Revenue Payment to COUNTY($Ton)
after March 31 2013 lt$8001 $9000 $2000 $2000
$9001 $10000 $2000 $2500
$10001 $11000 $2000 $3000 $11001 $12000 $2000 $3500
$12001 $13000 $2500 $4000
$13001 $14000 $3000 $4500 $14001 $15000 $3500 $5000 $15001 $16000 $4000 $5500 $16001 $17000 $4500 $6000
$17001 $18000 $5000 $6500 $18001 $19000 $5500 $7000 $19001 $20000 $6000 $7500
$20001 $21000 $6500 $8000 $21001 $22000 $7000 $8500
$22001 gt$23000 $7500 $9000
713 No later than the fifteenth (15th) Day of each month the CONTRACTOR shall
submit a Monthly Payment Report in a format approved by the Authorized
Representative for the previous calendar month detailing the calculation of each
revenue payment and the total revenue payment due to the COUNTY Said
revenue payment shall be remitted to the COUNTY within thirty (30) Days from
the end of the month for which the payment is being made
714 The CONTRACTOR may request a study to measure the composition of
Recyclable Materials utilized to calculate the AMV pursuant to Paragraph 7 1
Okaloosa County Transfer Contract_Final Page 24 of52
Table I of this Agreement such request being subject to approval by the
COUNTY If approved by the COUNTY the CONTRACTOR and COUNTY
shall jointly develop a methodology and cost estimate to conduct the composition
study The final methodology and selection of the Independent Third Party to
conduct the study must be approved by the Authorized Representative The
parties shall share equally in paying for the cost of the study Study results are
subject to final approval by the Authorized Representative Once approved
adjustments to the composition of Recyclable Materials shall become effective for
the following month and remainder of the term of the Agreement or until further
adjusted in accordance with this article
72 OTHER RECYCLABLE MATERIALS
The CONTRACTOR will remit $20 per Ton of Recyclable Material received at the
Recycling Facility that is not subject to Paragraph 71 with the exception of Recyclable
Materials not generated in Okaloosa County
ARTICLE 8 PERFORMANCE BOND
The CONTRACTOR shall furnish to the COUNTY a performance bond issued by a surety
licensed to do business in the State of Florida for the faithful performance of the Agreement and
all obligations arising hereunder The performance bond shall be made payable in favor of
Okaloosa County Florida or in lieu thereof pay to the COUNTY the sum of $200000000 A
complete bond shall be issued at least thirty (30) Days prior to the Commencement Date of this
Agreement
ARTICLE 9 LIQUIDATED DAMAGES
If the CONTRACTOR does not substantially fulfill its obligations under this Agreement the
COUNTY shall provide written notice to the CONTRACTOR of specific areas of deficiency
Examples of such deficiencies include but are not limited to the following
Okaloosa County Transfer Contract_Final Page 25 of 52
(a) Violation of environmental laws
(b) Inadequate litter control at the Transfer Stations andor the Recycling Facility Adequate
litter control is defined as minimizing litter leaving the site and the collection of off-site
and on-site litter at the end of every business day
(c) Failure to remove Solid Waste from the transfer station tipping floor in accordance with
FRANCHISEEs operating permits
(d) Other conditions created by the CONTRACTOR that could impact public health and
safety and
(e) Poor maintenance of the Transfer Stations and Recycling Facility and equipment
resulting in a poor public image of the facilities
The CONTRACTOR shall initiate reasonable steps to correct these deficiencies within seventyshy
two (72) hours of written notice If the CONTRACTOR does not initiate reasonable steps within
seventy-two (72) hours the COUNTY may at its discretion impose liquidated damages of $500
per Day until deficiencies are satisfactorily con-ected as determined by the COUNTY If the
CONTRACTOR has not con-ected these deficiencies within thirty (30) Days of receipt of written
notice the CONTRACTOR will be considered in default of the Agreement and the COUNTY
may terminate this Agreement and recover damages in the full amount of the performance bond
The COUNTY may assess liquidated damages pursuant to this Aliicle on a monthly basis and
shall at the end of each month notify the CONTRACTOR in writing of the liquidated damages
assessed and the basis for each assessment In the event the CONTRACTOR wishes to contest
such assessment(s) the CONTRACTOR shall within five (5) Days after receiving such notice
request in writing an opportunity to be heaimiddotd by the Board and present its defense to such
assessment(s)
The COUNTYs Authorized Representative shall notify the CONTRACTOR in writing of any
action taken with respect to CONTRACTORs claims and the decision of the Board will be final
Okaloosa County Transfer Contract_Final Page 26 of 52
ARTICLE 10 DEFAULT AND TERMINATION
The COUNTY may terminate this Agreement except as otherwise provided below in this
paragraph by giving CONTRACTOR fifteen (15) Days advance written notice upon the
happening of any one of the following events
(a) The CONTRACTOR fails to remedy deficiencies as noted in Article 9 within
thirty (30) Days of receipt ofwritten notice by the COUNTY
(b) The CONTRACTOR takes the benefit of any present or future insolvency statute
or shall make a general assigmnent for the benefit of creditors or file a voluntary
petition in bankruptcy or a petition or answer seeking readjustment of its
indebtedness under the Federal United States or any state thereof or consent to
the appointment or a receiver trustee or liquidator of all or substantially all of its
property or
(c) By order or decree of a court the CONTRACTOR shall be adjudged bankrupt or
an order shall be made approving a petition filed by any of its creditors or by any
of the Stockholders of the CONTRACTOR seeking its reorganization or the
readjustment of its indebtedness under federal bankrnptcy laws or under any law
of statute of the United States or of any state thereof provided that if any such
judgment is stayed or vacated within sixty ( 60) Days after the entry thereof any
notice of cancellation shall be and become null void and of no effect or
(d) By or pursuant to or under authority of any legislative act resolution or rule or
any order or decree of any cornt or government board agency or office having
jurisdiction a receiver trustee or liquidator shall take possession or control of all
or substantially all of the property of the CONTRACTOR and such possession of
control shall continue in effect for a period of sixty ( 60) Days or
(e) The CONTRACTOR shall voluntarily abandon desert or discontinue its
operation hereunder granted
Okaloosa County Transfer Contract_Final Page 27 of52
Then such shall be considered a material breach of this Agreement and the Authorized
Representative shall notify the CONTRACTOR in writing of the breach If within a period of
fifteen (15) Days the CONTRACTOR has not eliminated the conditions considered to be a
breach of contract or having so co=enced shall fail thereafter to continue with diligence the
cming thereof the Authorized Representative shall notify the Board
After these fifteen (15) Days the COUNTY can cause the CONTRACTOR to be obligated to pay
the COUNTY the amount specified in the bond and has the authority to terminate this
Agreement
ARTICLE 11 INSURANCE
111 CONTRACTORS INSURANCE
1111 The CONTRACTOR shall not co=ence any work in connection with this
Agreement until he has obtained all required insurance and such insurance has
been approved by the Okaloosa County Risk Management Director
1112 All insurance policies shall be with insurers licensed to do business in the State of
Florida and any insuring company is required to have a rnininimn rating of A
Class X in the Best Key Rating Guide published A M Best amp Co Inc
1113 All insurance shall include the interest of all entities names in and its respective
agents consultants servants and employees of each and all other interests as may
be reasonably required by Okaloosa County as Additional Insured The coverage
afforded the Additional Insured under this policy shall be primary insurance If
the Additional Insured have other insurance that is applicable to the loss such
other insurance shall be on an excess or contingent basis The amount of the
companys liability under this policy shall not be reduced by the existence of such
other insurance
Okaloosa County Transfer Contract_Final Page 28 of 52
1114 The County of Okaloosa shall be listed as Additional Insured by policy
endorsement on all insurance contracts applicable to this Agreement except
Workers Compensation and Professional Liability
1115 The County of Okaloosa shall be furnished proof of coverage by certificates of
insurance (COI) and endorsements for every applicable insurance contract
required by this Agreement The COI s and policy endorsements must be
delivered to the Autho1ized Representative not less than ten (10) Days prior to the
commencement of any and all contractual agreements between the County of
Okaloosa and the CONTRACTOR
1116 The COUNTY shall retain the right to reject all insurance contracts that do not
meet the requirement of this Agreement Further the COUNTY reserves the right
to change these insurance requirements with 60-Day notice to the
CONTRACTOR
1117 The insurance definition of Insured or Additional Insured shall include
Subcontractors Sub-subcontractors and any associated or subsidiary companies
of the CONTRACTOR which are involved and which is a part of the contract
1118 The COUNTY reserves the right at any time to require the CONTRACTOR to
provide certified copies of any insurance policies to document the insurance
coverage specified in this Agreement
1119 The designation of CONTRACTOR shall include any associated or subsidiary
company which is involved and is a part of the contract and such if any
associated or subsidiary company involved in the project must be named in the
Workers Compensation coverage
111IOAll policies shall be written so that the COUNTY will be notified of cancellation
or restrictive amendments at least thirty (30) Days prior to the effective date of
such cancellation or amendment Such notice shall be given directly to the
Authorized Representative
Okaloosa County Transfer Contract_Final Page 29 of 52
112 WORKERS COMPENSATION INSURANCE
1121 The CONTRACTOR shall secure and maintain during the life of this agreement
Workers Compensation insurance for all of his employees employed for the
project or any site connected with the work including supervision administration
or management of this project and in case any work is sublet with the approval
of the County of Okaloosa the CONTRACTOR shall require the Subcontractor
similarly to provide Workers Compensation insurance for all employees
employed at the site of the project and such evidence of insurance shall be
furnished the County of Okaloosa not less than ten (10) Days prior to the
conunencement of any and all subcontractual agreements which have been
approved by the County of Okaloosa
1122 Such insurance shall comply with the Florida Workers Compensation Law
1123 No class of employee including the CONTRACTOR himself shall be excluded
from the Workers Compensation insurance coverage The Workers
Compensation insurance shall also include Employers Liability coverage
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE
1131 The CONTRACTOR shall maintain Business Automobile Liability insurance
coverage throughout the life of this Agreement The insurance shall include
Owned Non-owned amp Hired Motor Vehicle coverage
1132 The CONTRACTOR shall carry other Conunercial General Liability insurance
against all other Bodily Injury Property Damage and Personal and Advertising
Injury exposures The coverage shall include both On- and Off-Premises
Operations Contractual Liability Board Form Property Damage and
Professional Liability
1133 All liability insurance ( other than Professional Liability) shall be written on an
occurrence basis and shall not be written on a claim-made basis If the insurance
Okaloosa County Transfer Contract~Final Page 30 of 52
is issued with an aggregate limit of liability the aggregate limit of liability shall
apply only to the locations included in this Agreement If as the result of any
claims or other reasons the available limits of insurance reduce to less than those
stated in the Limits of Liability the CONTRACTOR shall notify the Authorized
Representative in writing The CONTRACTOR shall purchase additional liability
insurance to maintain the requirements established in this Agreement Umbrella
or Excess Liability insurance can be purchased to meet the Limits of Liability
specified in this Agreement
1134 Commercial General Liability coverage shall be endorsed to include the
following
Premises - Operation Liability
Occurrence Bodily Injmy and Property Damage Liability
Independent CONTRACTORs Liability
Completed Operations and Products Liability
1135 CONTRACTOR shall agree to keep in continuous force Commercial General
Liability coverage including Completed Operations and Products Liability for two
(2) years beyond acceptance ofproject
114 LIMITS OF LIABILITY
The insurance required shall be written for not less than the following or greater if
required by law and shall include Employers liability with limits as prescribed in this
contract
LIMIT
A Workers Compensation
(1) State Statut01y
(2) Employers Liability $1000000 each accident
B Business Automobile amp Commercial $1000000 each occurrence
General Liability Insurance (A combined single limit)
C Personal and Adve1tising Injury $250000
D Pollution Liability $10000000 each occurrence
Okaloosa County Transfer Contract_Final Page 31 of 52
115 NOTICE OF CLAIMS AND LITIGATION
The CONTRACTOR agrees to report any incident or claim that results from performance
of this Agreement The COUNTY representative shall receive written notice in the form
of a detailed written repmi describing the incident or claim within ten ( 10) Days of the
CONTRACTORs knowledge In the event such incident or claim involves injury andor
property damage to a third party verbal notification shall be given the same Day the
CONTRACTOR becomes aware of the incident or claim followed by a written detailed
report within ten (10) Days of verbal notification
116 INDEMNIFICATION AND HOLD HARMLESS
To the fullest extent permitted by law CONTRACTOR shall indemnify and hold
harmless COUNTY its officers and employees from liabilities damages losses and
Costs including but not limited to reasonable attorney fees to the extent caused by the
negligence recklessness or intentional wrongful conduct of the CONTRACTOR and
other persons employed or utilized by the CONTRACTOR in the performance of this
contract
117 CERTIFICATES OF INSURANCE
1171 Certificates of insurance in duplicate indicating the job site and evidencing all
required coverage must be submitted to and approved by Okaloosa County prior
to the commencement of any of the work The certificate holder(s) shall be as
follows
Okaloosa County
602-C No1ih Pearl Street
Crestview Florida 32536
1172 All policies shall expressly require thirty (30) Days written notice to Okaloosa
County at the address set out above or the cancellations of material alterations of
such policies and the Certificates of Insurance shall so provide
Okaloosa County Transfer Contract_Final Page32 of52
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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LEXAL DESCRIPrIOO CCHoIDvCIN3 at the concrete nonurrent (1980 FAFB) rrarking the NW corner of the NE ( ~f section 8 lbwnship 2 South Range 24 West Okaloosa Co1lllty Florida run S88-2048E along the north boundacy thereof 62500 feet to a concrete mgtrnnEnt numbered 3501 thence S03deg00 1 181w 20006 feet to a concrete rronurrent mmtered 3501 and the POINI OF BEGINNIIlaquo thence continue S03deg00 1 l811W 6602 feet to a concrete mmUOOlt numbered 3501 thence S88deg2048 11E 113000 feet to a ooncrete nonument mmbered 3501 on the weseerly right-of-way line of the Hill Avenue Extension AKA Freedan-Way thence N07deg1545 11E along said right-of-way line 6632 feet to a concrete rromment nurrbered 3501 thence N88deg2048W 113493 feet to the POINT OF BffiINNING Containing 172 acres nore or less SUbject to easanent of record ittls property is to be used as county maintained road
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LFGAL DFSCRIPrION PARCEL B BEGINNING at the concrete monument marking (1980 JilFB) the NW corner of the NE of Section 8 Township 2 South Range 24 West Okaloosa OJunty Florida run S88deg20 14811 E along the north boijndary thereof 62500 feet to a concrete monunent numbered 3501 tBence S03 001 l81W 46000 feet to a concrete monument numbered 3501 thence N88 2048W 62500 feet to a concrete monument num~red 3501 on the west boundary of the aforesaid NE~ of Section 8 thence N03 0018E along said west boindary 46000 feet to the POINT OF BEGINNING Containing 660 acres more or less middot
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and duat old land t Ne ol cU encwnLroncu FLORIDA DOCUMENTARY STAMP TAX REQUIRED BY LAW IN THE AMOUNT OF IJVe(Sdeg1AS BEEN P bull NEWMAN C BR CKIN CLERK OKAL COU TY B DC
~0~~ ohn wbull MingerL ExecbullVice Pres-middotmiddotmiddot
IPACl ULOW 01 IKO-flgtIH VU
I HERampBY CERTIFY thn on thibull dar bdou me an officer dulr authoriud in 1hc Stilt aforuald and in the County alorruid to ukc ucknowlrd~mn11 pcnonbullllr appnrtd
John w Minger Exec Vice Pres Northgate Developnent Ompany Inc
RCD1 OCT 23 1989 NEWMAN C BRACKIN
FILElt 1058478 OKALOOSA COUNTYFL0R1DA
r Waste Management Inc of Florida
w~o11 poatollH addra U 500 Cypress Creek Road West Suite 300 Fort Lauderdale Florida 33309
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CLERK i
-
EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
Authorized Representative The databases shall be readily available for inspection
by the COUNTY at any time during normal operating hours and information in
the records shall be shared with the COUNTY upon request
4112 The CONTRACTOR shall weigh and record all inbound and outbound vehicles
carrying materials including transfer trucks at the Fort Walton Beach Transfer
Station and Recycling Facility Each vehicle delivering waste or Recyclable
Materials shall be properly identified and authorized in a manner satisfactory to
the COUNTY and CONTRACTOR Weights of all waste and Recyclable
Materials shall be recorded in the COUNTYs WasteWorks system
4113 The weight of Acceptable Waste and Recyclable Materials shall be determined
using the weigh scales at the facility The CONTRACTOR shall at regular
intervals test the accuracy of the weigh scales such testing shall occur at least
once every ninety (90) Days The test records for the term of this Agreement shall
be kept on file in the scale house at the facility
4114 The CONTRACTOR shall maintain the original weight records that identify the
vehicles the time of weighing( s) and the tare weights of the vehicles for a period
of five (5) years after which CONTRACTOR may dispose of such records The
CONTRACTORs records so developed will be used as a basis for calculating
quantities of waste and Recyclable Materials and shall be subject to review
including spot checking by the COUNTY at its discretion on site or made
available to the COUNTY at such times as it may reasonably request Required
records in this category include but are not limited to itemized statements of the
amount of Acceptable Waste delivered to the Transfer Stations as further defmed
in Article 4
4115 The COUNTY shall be entitled to have its designated representatives at the
Transfer Stations and Recycling Facility at all times and CONTRACTOR shall
designate a suitable site for an office if required by COUNTY The COUNTY
shall further have the right to station its employees at all weigh scales to verify the
Okaloosa County Transfer Contract_Final Page 19 of52
correctness of the weight records and the CONTRACTOR shall provide
reasonable space for said employees
4116 The CONTRACTOR shall provide the Authorized Representative with its internal
tonnage report which shall include all waste delivered to the Transfer Stations
and all Recyclable Materials delivered to the Recycling Facility Tonnage shall
be broken down by material type and source of generationdelivery with all waste
and Recyclable Materials collected within the COUNTYs Franchise Area clearly
noted For Recyclable Materials collected within the COUNTYs Franchise Area
the CONTRACTOR shall provide an estimate of the breakdown of such material
by commodity Such report shall be submitted in electronic format within seven
(7) Days after the end of each month
412 TRANSITION
4121 The CONTRACTOR shall cooperate with the COUNTY or its designated
contractor during any transition period at the end of this Agreement Such
cooperation includes but is not limited to allowing site visits of the facilities by
the COUNTY or its contractor with advance notice and ensuring all facilities are
in Required Tum Back Condition pursuant to Paragraph 41
4122 The CONTRACTOR shall transfer all active facility permits for the Transfer
Stations and Recycling Facility to the COUNTY or its designated contractor as
requested by the COUNTY in a timely manner so as to avoid any disruption of
service
ARTICLES CONTRACTORS COMPENSATION
51 BASE RATE
The combined total rate for Acceptable Waste handling transportation and disposal paid
to the CONTRACTOR by the COUNTY shall be $3677 per Ton ofrep011ed and verified
waste receipts with the exception of Recyclable Materials Special Waste or
Okaloosa County Transfer Contract_Final Page20 of52
Construction and Demolition Debris managed at the facilities This rate shall take effect
on the Commencement Date of this Agreement and shall continue without adjustment
through September 30 2011
52 RATE ADJUSTMENTS
On October I 2011 and October 1 of each subsequent Contract Year of this Agreement
the CONTRACTORs base rate as provided in Paragraph 51 shall be adjusted
accmding to the following methodology as further explained in Exhibit C seventy
percent (70) of the rate shall be adjusted based on seventy-five percent (75) of the
percentage change in the CPI for the twelve (12) months ending on the preceding June
30ili and thirty percent (30) of the rate shall be adjusted based on the percent change in
the US Department of Energy Fuel Index for the previous twelve (12) months ending on
the preceding June 30ili The total rate adjustment each year may not exceed two percent
(2) of the previous years rates
53 BILLING AND PAYMENT OF CONTRACTORS FEES
531 CONTRACTOR shall keep records of all Acceptable Waste received at the
Transfer Stations as described herein
532 CONTRACTOR shall invoice the COUNTY monthly for the handling
transportation and disposal fees as set forth herein for Acceptable Waste
received at the Transfer Stations This invoice must include detailed information
regarding waste receipts including Solid Waste Bulk Waste Special Waste
Recyclable Material Unacceptable Waste and Merchant Waste in a format
approved by the Authorized Representative Only waste receipts reported using
this format and verified by the COUNTY will be paid COUNTY shall pay such
invoices within thirty (30) Days from the date of invoice or request additional
info1mation if adequate information is not provided
Okaloosa County Transfer Contract_Final Page 21 of52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS
COUNTY shall be responsible for the setting and collection of charges associated with all waste
receipts except as provided herein
61 ACCEPTABLE WASTE
The rates charged for Acceptable Waste will be as established by COUNTY Ordinance
No 00-08 and any amendments thereto If a waste load is too small to be accurately
weighed by the Transfer Stations weigh scales a flat rate shall be charged to the
customer per vehicle as established by COUNTY Ordinance No 00-08 and any
amendments thereto
62 SPECIAL WASTE
CONTRACTOR shall be responsible for setting rates associated with Special Waste
63 CONSTRUCTION AND DEMOLITION DEBRIS
CONTRACTOR shall use its best efforts to deliver a mmnnum of 1000 Tons of
Construction and Demolition Debris (CampD) per month to the Transfer Stations
collectively The COUNTY shall charge the CONTRACTOR a Ten Dollar ($1000) per
Ton host fee for all CampD material delivered to the Transfer Stations This CampD material
shall not be subject to any additional charges or Costs including tipping fees by the
COUNTY to the CONTRACTOR
64 RECYCLABLE MATERIALS
Recyclable Materials delivered by or on behalf of the COUNTY Incorporated
Municipalities or by private citizens directly or collected by the CONTRACTOR from
Commercial Business Establishments in the COUNTY will be accepted at no charge
The CONTRACTOR may negotiate Recyclable Materials processing fees with other
entities delivering such materials to the Recycling Facility
Okaloosa County Transfer Contract_ Final Page22 of52
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS
71 COUNTY RECYCLABLE MATERIALS
The CONTRACTOR shall pay the COUNTY revenue for each Ton of Recyclable
Materials delivered by or on behalf of the COUNTY to the Recycling Facility as follows
711 Each month the CONTRACTOR shall calculate the Average Market Value
(AMV) of Recyclable Materials defined as the sum of commodity prices (US
Dollar per Ton) posted on the first week of the month for the Southeast USA in
SecondaryMaterialsPricingcom and SecondaryFiberPricingcom multiplied by
the composition of the Recyclable Materials as defmed in Table 1 Exhibit D
provides an example ofthis calculation
Table 1
Composition ofRecyclable Materials and Market Indexes for Determining AMV
lVIaterial Index Description Percentale Newspaper (ONP) PSI 8 Baled FOB sellers dock 5260 Corrugated Cardboard (OCC) PSI 11 Baled FOB sellers dock 1130 Mixed Paper PSI 1 Baled FOB sellers dock 460 Aseptic Containers NIA 000 Aluminum Cans Aluminum Cans Sorted and Baled Delivered 170 Steel Cans Steel Cans Sorted and Baled Delivered 230 PET PET Baled Picked Up 460 HDPE (Natural) Natural HDPE Baled Picked Uo 090 HDPE (Colored) Colored HDPE Baled Picked Up 180 Clear Glass Flint Delivered 830 Green Glass Green Delivered 450 Brown Glass Amber Delivered 490 Contamination NIA 250
712 Each month the CONTRACTOR shall pay revenue to the COUNTY based on
the AMV equal to the total Tons of Recyclable Materials delivered by or on
behalf of the COUNTY multiplied by the revenue payment in Table 2 The
revenue payment in Column A will be in effect through March 31 2013 and that
in Column B will be in effect after that date If a Mate1ials Recovery Facility
Okaloosa County Transfer Contract_Final Page23 of52
(MRF) is developed by the CONTRACTOR within a 200 mile radius of the
COUNTY prior to March 31 2013 the revenue payment in Column B will go
into effect when such MRF becomes operational
Table 2
Per Ton Revenue Payment to COUNTY Based on AMV
Avera2e Market Value COLUMN A COLUMNB
Low Hi2h
Revenue Payment to COUNTY ($Ton)
until March 31 2013
Revenue Payment to COUNTY($Ton)
after March 31 2013 lt$8001 $9000 $2000 $2000
$9001 $10000 $2000 $2500
$10001 $11000 $2000 $3000 $11001 $12000 $2000 $3500
$12001 $13000 $2500 $4000
$13001 $14000 $3000 $4500 $14001 $15000 $3500 $5000 $15001 $16000 $4000 $5500 $16001 $17000 $4500 $6000
$17001 $18000 $5000 $6500 $18001 $19000 $5500 $7000 $19001 $20000 $6000 $7500
$20001 $21000 $6500 $8000 $21001 $22000 $7000 $8500
$22001 gt$23000 $7500 $9000
713 No later than the fifteenth (15th) Day of each month the CONTRACTOR shall
submit a Monthly Payment Report in a format approved by the Authorized
Representative for the previous calendar month detailing the calculation of each
revenue payment and the total revenue payment due to the COUNTY Said
revenue payment shall be remitted to the COUNTY within thirty (30) Days from
the end of the month for which the payment is being made
714 The CONTRACTOR may request a study to measure the composition of
Recyclable Materials utilized to calculate the AMV pursuant to Paragraph 7 1
Okaloosa County Transfer Contract_Final Page 24 of52
Table I of this Agreement such request being subject to approval by the
COUNTY If approved by the COUNTY the CONTRACTOR and COUNTY
shall jointly develop a methodology and cost estimate to conduct the composition
study The final methodology and selection of the Independent Third Party to
conduct the study must be approved by the Authorized Representative The
parties shall share equally in paying for the cost of the study Study results are
subject to final approval by the Authorized Representative Once approved
adjustments to the composition of Recyclable Materials shall become effective for
the following month and remainder of the term of the Agreement or until further
adjusted in accordance with this article
72 OTHER RECYCLABLE MATERIALS
The CONTRACTOR will remit $20 per Ton of Recyclable Material received at the
Recycling Facility that is not subject to Paragraph 71 with the exception of Recyclable
Materials not generated in Okaloosa County
ARTICLE 8 PERFORMANCE BOND
The CONTRACTOR shall furnish to the COUNTY a performance bond issued by a surety
licensed to do business in the State of Florida for the faithful performance of the Agreement and
all obligations arising hereunder The performance bond shall be made payable in favor of
Okaloosa County Florida or in lieu thereof pay to the COUNTY the sum of $200000000 A
complete bond shall be issued at least thirty (30) Days prior to the Commencement Date of this
Agreement
ARTICLE 9 LIQUIDATED DAMAGES
If the CONTRACTOR does not substantially fulfill its obligations under this Agreement the
COUNTY shall provide written notice to the CONTRACTOR of specific areas of deficiency
Examples of such deficiencies include but are not limited to the following
Okaloosa County Transfer Contract_Final Page 25 of 52
(a) Violation of environmental laws
(b) Inadequate litter control at the Transfer Stations andor the Recycling Facility Adequate
litter control is defined as minimizing litter leaving the site and the collection of off-site
and on-site litter at the end of every business day
(c) Failure to remove Solid Waste from the transfer station tipping floor in accordance with
FRANCHISEEs operating permits
(d) Other conditions created by the CONTRACTOR that could impact public health and
safety and
(e) Poor maintenance of the Transfer Stations and Recycling Facility and equipment
resulting in a poor public image of the facilities
The CONTRACTOR shall initiate reasonable steps to correct these deficiencies within seventyshy
two (72) hours of written notice If the CONTRACTOR does not initiate reasonable steps within
seventy-two (72) hours the COUNTY may at its discretion impose liquidated damages of $500
per Day until deficiencies are satisfactorily con-ected as determined by the COUNTY If the
CONTRACTOR has not con-ected these deficiencies within thirty (30) Days of receipt of written
notice the CONTRACTOR will be considered in default of the Agreement and the COUNTY
may terminate this Agreement and recover damages in the full amount of the performance bond
The COUNTY may assess liquidated damages pursuant to this Aliicle on a monthly basis and
shall at the end of each month notify the CONTRACTOR in writing of the liquidated damages
assessed and the basis for each assessment In the event the CONTRACTOR wishes to contest
such assessment(s) the CONTRACTOR shall within five (5) Days after receiving such notice
request in writing an opportunity to be heaimiddotd by the Board and present its defense to such
assessment(s)
The COUNTYs Authorized Representative shall notify the CONTRACTOR in writing of any
action taken with respect to CONTRACTORs claims and the decision of the Board will be final
Okaloosa County Transfer Contract_Final Page 26 of 52
ARTICLE 10 DEFAULT AND TERMINATION
The COUNTY may terminate this Agreement except as otherwise provided below in this
paragraph by giving CONTRACTOR fifteen (15) Days advance written notice upon the
happening of any one of the following events
(a) The CONTRACTOR fails to remedy deficiencies as noted in Article 9 within
thirty (30) Days of receipt ofwritten notice by the COUNTY
(b) The CONTRACTOR takes the benefit of any present or future insolvency statute
or shall make a general assigmnent for the benefit of creditors or file a voluntary
petition in bankruptcy or a petition or answer seeking readjustment of its
indebtedness under the Federal United States or any state thereof or consent to
the appointment or a receiver trustee or liquidator of all or substantially all of its
property or
(c) By order or decree of a court the CONTRACTOR shall be adjudged bankrupt or
an order shall be made approving a petition filed by any of its creditors or by any
of the Stockholders of the CONTRACTOR seeking its reorganization or the
readjustment of its indebtedness under federal bankrnptcy laws or under any law
of statute of the United States or of any state thereof provided that if any such
judgment is stayed or vacated within sixty ( 60) Days after the entry thereof any
notice of cancellation shall be and become null void and of no effect or
(d) By or pursuant to or under authority of any legislative act resolution or rule or
any order or decree of any cornt or government board agency or office having
jurisdiction a receiver trustee or liquidator shall take possession or control of all
or substantially all of the property of the CONTRACTOR and such possession of
control shall continue in effect for a period of sixty ( 60) Days or
(e) The CONTRACTOR shall voluntarily abandon desert or discontinue its
operation hereunder granted
Okaloosa County Transfer Contract_Final Page 27 of52
Then such shall be considered a material breach of this Agreement and the Authorized
Representative shall notify the CONTRACTOR in writing of the breach If within a period of
fifteen (15) Days the CONTRACTOR has not eliminated the conditions considered to be a
breach of contract or having so co=enced shall fail thereafter to continue with diligence the
cming thereof the Authorized Representative shall notify the Board
After these fifteen (15) Days the COUNTY can cause the CONTRACTOR to be obligated to pay
the COUNTY the amount specified in the bond and has the authority to terminate this
Agreement
ARTICLE 11 INSURANCE
111 CONTRACTORS INSURANCE
1111 The CONTRACTOR shall not co=ence any work in connection with this
Agreement until he has obtained all required insurance and such insurance has
been approved by the Okaloosa County Risk Management Director
1112 All insurance policies shall be with insurers licensed to do business in the State of
Florida and any insuring company is required to have a rnininimn rating of A
Class X in the Best Key Rating Guide published A M Best amp Co Inc
1113 All insurance shall include the interest of all entities names in and its respective
agents consultants servants and employees of each and all other interests as may
be reasonably required by Okaloosa County as Additional Insured The coverage
afforded the Additional Insured under this policy shall be primary insurance If
the Additional Insured have other insurance that is applicable to the loss such
other insurance shall be on an excess or contingent basis The amount of the
companys liability under this policy shall not be reduced by the existence of such
other insurance
Okaloosa County Transfer Contract_Final Page 28 of 52
1114 The County of Okaloosa shall be listed as Additional Insured by policy
endorsement on all insurance contracts applicable to this Agreement except
Workers Compensation and Professional Liability
1115 The County of Okaloosa shall be furnished proof of coverage by certificates of
insurance (COI) and endorsements for every applicable insurance contract
required by this Agreement The COI s and policy endorsements must be
delivered to the Autho1ized Representative not less than ten (10) Days prior to the
commencement of any and all contractual agreements between the County of
Okaloosa and the CONTRACTOR
1116 The COUNTY shall retain the right to reject all insurance contracts that do not
meet the requirement of this Agreement Further the COUNTY reserves the right
to change these insurance requirements with 60-Day notice to the
CONTRACTOR
1117 The insurance definition of Insured or Additional Insured shall include
Subcontractors Sub-subcontractors and any associated or subsidiary companies
of the CONTRACTOR which are involved and which is a part of the contract
1118 The COUNTY reserves the right at any time to require the CONTRACTOR to
provide certified copies of any insurance policies to document the insurance
coverage specified in this Agreement
1119 The designation of CONTRACTOR shall include any associated or subsidiary
company which is involved and is a part of the contract and such if any
associated or subsidiary company involved in the project must be named in the
Workers Compensation coverage
111IOAll policies shall be written so that the COUNTY will be notified of cancellation
or restrictive amendments at least thirty (30) Days prior to the effective date of
such cancellation or amendment Such notice shall be given directly to the
Authorized Representative
Okaloosa County Transfer Contract_Final Page 29 of 52
112 WORKERS COMPENSATION INSURANCE
1121 The CONTRACTOR shall secure and maintain during the life of this agreement
Workers Compensation insurance for all of his employees employed for the
project or any site connected with the work including supervision administration
or management of this project and in case any work is sublet with the approval
of the County of Okaloosa the CONTRACTOR shall require the Subcontractor
similarly to provide Workers Compensation insurance for all employees
employed at the site of the project and such evidence of insurance shall be
furnished the County of Okaloosa not less than ten (10) Days prior to the
conunencement of any and all subcontractual agreements which have been
approved by the County of Okaloosa
1122 Such insurance shall comply with the Florida Workers Compensation Law
1123 No class of employee including the CONTRACTOR himself shall be excluded
from the Workers Compensation insurance coverage The Workers
Compensation insurance shall also include Employers Liability coverage
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE
1131 The CONTRACTOR shall maintain Business Automobile Liability insurance
coverage throughout the life of this Agreement The insurance shall include
Owned Non-owned amp Hired Motor Vehicle coverage
1132 The CONTRACTOR shall carry other Conunercial General Liability insurance
against all other Bodily Injury Property Damage and Personal and Advertising
Injury exposures The coverage shall include both On- and Off-Premises
Operations Contractual Liability Board Form Property Damage and
Professional Liability
1133 All liability insurance ( other than Professional Liability) shall be written on an
occurrence basis and shall not be written on a claim-made basis If the insurance
Okaloosa County Transfer Contract~Final Page 30 of 52
is issued with an aggregate limit of liability the aggregate limit of liability shall
apply only to the locations included in this Agreement If as the result of any
claims or other reasons the available limits of insurance reduce to less than those
stated in the Limits of Liability the CONTRACTOR shall notify the Authorized
Representative in writing The CONTRACTOR shall purchase additional liability
insurance to maintain the requirements established in this Agreement Umbrella
or Excess Liability insurance can be purchased to meet the Limits of Liability
specified in this Agreement
1134 Commercial General Liability coverage shall be endorsed to include the
following
Premises - Operation Liability
Occurrence Bodily Injmy and Property Damage Liability
Independent CONTRACTORs Liability
Completed Operations and Products Liability
1135 CONTRACTOR shall agree to keep in continuous force Commercial General
Liability coverage including Completed Operations and Products Liability for two
(2) years beyond acceptance ofproject
114 LIMITS OF LIABILITY
The insurance required shall be written for not less than the following or greater if
required by law and shall include Employers liability with limits as prescribed in this
contract
LIMIT
A Workers Compensation
(1) State Statut01y
(2) Employers Liability $1000000 each accident
B Business Automobile amp Commercial $1000000 each occurrence
General Liability Insurance (A combined single limit)
C Personal and Adve1tising Injury $250000
D Pollution Liability $10000000 each occurrence
Okaloosa County Transfer Contract_Final Page 31 of 52
115 NOTICE OF CLAIMS AND LITIGATION
The CONTRACTOR agrees to report any incident or claim that results from performance
of this Agreement The COUNTY representative shall receive written notice in the form
of a detailed written repmi describing the incident or claim within ten ( 10) Days of the
CONTRACTORs knowledge In the event such incident or claim involves injury andor
property damage to a third party verbal notification shall be given the same Day the
CONTRACTOR becomes aware of the incident or claim followed by a written detailed
report within ten (10) Days of verbal notification
116 INDEMNIFICATION AND HOLD HARMLESS
To the fullest extent permitted by law CONTRACTOR shall indemnify and hold
harmless COUNTY its officers and employees from liabilities damages losses and
Costs including but not limited to reasonable attorney fees to the extent caused by the
negligence recklessness or intentional wrongful conduct of the CONTRACTOR and
other persons employed or utilized by the CONTRACTOR in the performance of this
contract
117 CERTIFICATES OF INSURANCE
1171 Certificates of insurance in duplicate indicating the job site and evidencing all
required coverage must be submitted to and approved by Okaloosa County prior
to the commencement of any of the work The certificate holder(s) shall be as
follows
Okaloosa County
602-C No1ih Pearl Street
Crestview Florida 32536
1172 All policies shall expressly require thirty (30) Days written notice to Okaloosa
County at the address set out above or the cancellations of material alterations of
such policies and the Certificates of Insurance shall so provide
Okaloosa County Transfer Contract_Final Page32 of52
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
correctness of the weight records and the CONTRACTOR shall provide
reasonable space for said employees
4116 The CONTRACTOR shall provide the Authorized Representative with its internal
tonnage report which shall include all waste delivered to the Transfer Stations
and all Recyclable Materials delivered to the Recycling Facility Tonnage shall
be broken down by material type and source of generationdelivery with all waste
and Recyclable Materials collected within the COUNTYs Franchise Area clearly
noted For Recyclable Materials collected within the COUNTYs Franchise Area
the CONTRACTOR shall provide an estimate of the breakdown of such material
by commodity Such report shall be submitted in electronic format within seven
(7) Days after the end of each month
412 TRANSITION
4121 The CONTRACTOR shall cooperate with the COUNTY or its designated
contractor during any transition period at the end of this Agreement Such
cooperation includes but is not limited to allowing site visits of the facilities by
the COUNTY or its contractor with advance notice and ensuring all facilities are
in Required Tum Back Condition pursuant to Paragraph 41
4122 The CONTRACTOR shall transfer all active facility permits for the Transfer
Stations and Recycling Facility to the COUNTY or its designated contractor as
requested by the COUNTY in a timely manner so as to avoid any disruption of
service
ARTICLES CONTRACTORS COMPENSATION
51 BASE RATE
The combined total rate for Acceptable Waste handling transportation and disposal paid
to the CONTRACTOR by the COUNTY shall be $3677 per Ton ofrep011ed and verified
waste receipts with the exception of Recyclable Materials Special Waste or
Okaloosa County Transfer Contract_Final Page20 of52
Construction and Demolition Debris managed at the facilities This rate shall take effect
on the Commencement Date of this Agreement and shall continue without adjustment
through September 30 2011
52 RATE ADJUSTMENTS
On October I 2011 and October 1 of each subsequent Contract Year of this Agreement
the CONTRACTORs base rate as provided in Paragraph 51 shall be adjusted
accmding to the following methodology as further explained in Exhibit C seventy
percent (70) of the rate shall be adjusted based on seventy-five percent (75) of the
percentage change in the CPI for the twelve (12) months ending on the preceding June
30ili and thirty percent (30) of the rate shall be adjusted based on the percent change in
the US Department of Energy Fuel Index for the previous twelve (12) months ending on
the preceding June 30ili The total rate adjustment each year may not exceed two percent
(2) of the previous years rates
53 BILLING AND PAYMENT OF CONTRACTORS FEES
531 CONTRACTOR shall keep records of all Acceptable Waste received at the
Transfer Stations as described herein
532 CONTRACTOR shall invoice the COUNTY monthly for the handling
transportation and disposal fees as set forth herein for Acceptable Waste
received at the Transfer Stations This invoice must include detailed information
regarding waste receipts including Solid Waste Bulk Waste Special Waste
Recyclable Material Unacceptable Waste and Merchant Waste in a format
approved by the Authorized Representative Only waste receipts reported using
this format and verified by the COUNTY will be paid COUNTY shall pay such
invoices within thirty (30) Days from the date of invoice or request additional
info1mation if adequate information is not provided
Okaloosa County Transfer Contract_Final Page 21 of52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS
COUNTY shall be responsible for the setting and collection of charges associated with all waste
receipts except as provided herein
61 ACCEPTABLE WASTE
The rates charged for Acceptable Waste will be as established by COUNTY Ordinance
No 00-08 and any amendments thereto If a waste load is too small to be accurately
weighed by the Transfer Stations weigh scales a flat rate shall be charged to the
customer per vehicle as established by COUNTY Ordinance No 00-08 and any
amendments thereto
62 SPECIAL WASTE
CONTRACTOR shall be responsible for setting rates associated with Special Waste
63 CONSTRUCTION AND DEMOLITION DEBRIS
CONTRACTOR shall use its best efforts to deliver a mmnnum of 1000 Tons of
Construction and Demolition Debris (CampD) per month to the Transfer Stations
collectively The COUNTY shall charge the CONTRACTOR a Ten Dollar ($1000) per
Ton host fee for all CampD material delivered to the Transfer Stations This CampD material
shall not be subject to any additional charges or Costs including tipping fees by the
COUNTY to the CONTRACTOR
64 RECYCLABLE MATERIALS
Recyclable Materials delivered by or on behalf of the COUNTY Incorporated
Municipalities or by private citizens directly or collected by the CONTRACTOR from
Commercial Business Establishments in the COUNTY will be accepted at no charge
The CONTRACTOR may negotiate Recyclable Materials processing fees with other
entities delivering such materials to the Recycling Facility
Okaloosa County Transfer Contract_ Final Page22 of52
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS
71 COUNTY RECYCLABLE MATERIALS
The CONTRACTOR shall pay the COUNTY revenue for each Ton of Recyclable
Materials delivered by or on behalf of the COUNTY to the Recycling Facility as follows
711 Each month the CONTRACTOR shall calculate the Average Market Value
(AMV) of Recyclable Materials defined as the sum of commodity prices (US
Dollar per Ton) posted on the first week of the month for the Southeast USA in
SecondaryMaterialsPricingcom and SecondaryFiberPricingcom multiplied by
the composition of the Recyclable Materials as defmed in Table 1 Exhibit D
provides an example ofthis calculation
Table 1
Composition ofRecyclable Materials and Market Indexes for Determining AMV
lVIaterial Index Description Percentale Newspaper (ONP) PSI 8 Baled FOB sellers dock 5260 Corrugated Cardboard (OCC) PSI 11 Baled FOB sellers dock 1130 Mixed Paper PSI 1 Baled FOB sellers dock 460 Aseptic Containers NIA 000 Aluminum Cans Aluminum Cans Sorted and Baled Delivered 170 Steel Cans Steel Cans Sorted and Baled Delivered 230 PET PET Baled Picked Up 460 HDPE (Natural) Natural HDPE Baled Picked Uo 090 HDPE (Colored) Colored HDPE Baled Picked Up 180 Clear Glass Flint Delivered 830 Green Glass Green Delivered 450 Brown Glass Amber Delivered 490 Contamination NIA 250
712 Each month the CONTRACTOR shall pay revenue to the COUNTY based on
the AMV equal to the total Tons of Recyclable Materials delivered by or on
behalf of the COUNTY multiplied by the revenue payment in Table 2 The
revenue payment in Column A will be in effect through March 31 2013 and that
in Column B will be in effect after that date If a Mate1ials Recovery Facility
Okaloosa County Transfer Contract_Final Page23 of52
(MRF) is developed by the CONTRACTOR within a 200 mile radius of the
COUNTY prior to March 31 2013 the revenue payment in Column B will go
into effect when such MRF becomes operational
Table 2
Per Ton Revenue Payment to COUNTY Based on AMV
Avera2e Market Value COLUMN A COLUMNB
Low Hi2h
Revenue Payment to COUNTY ($Ton)
until March 31 2013
Revenue Payment to COUNTY($Ton)
after March 31 2013 lt$8001 $9000 $2000 $2000
$9001 $10000 $2000 $2500
$10001 $11000 $2000 $3000 $11001 $12000 $2000 $3500
$12001 $13000 $2500 $4000
$13001 $14000 $3000 $4500 $14001 $15000 $3500 $5000 $15001 $16000 $4000 $5500 $16001 $17000 $4500 $6000
$17001 $18000 $5000 $6500 $18001 $19000 $5500 $7000 $19001 $20000 $6000 $7500
$20001 $21000 $6500 $8000 $21001 $22000 $7000 $8500
$22001 gt$23000 $7500 $9000
713 No later than the fifteenth (15th) Day of each month the CONTRACTOR shall
submit a Monthly Payment Report in a format approved by the Authorized
Representative for the previous calendar month detailing the calculation of each
revenue payment and the total revenue payment due to the COUNTY Said
revenue payment shall be remitted to the COUNTY within thirty (30) Days from
the end of the month for which the payment is being made
714 The CONTRACTOR may request a study to measure the composition of
Recyclable Materials utilized to calculate the AMV pursuant to Paragraph 7 1
Okaloosa County Transfer Contract_Final Page 24 of52
Table I of this Agreement such request being subject to approval by the
COUNTY If approved by the COUNTY the CONTRACTOR and COUNTY
shall jointly develop a methodology and cost estimate to conduct the composition
study The final methodology and selection of the Independent Third Party to
conduct the study must be approved by the Authorized Representative The
parties shall share equally in paying for the cost of the study Study results are
subject to final approval by the Authorized Representative Once approved
adjustments to the composition of Recyclable Materials shall become effective for
the following month and remainder of the term of the Agreement or until further
adjusted in accordance with this article
72 OTHER RECYCLABLE MATERIALS
The CONTRACTOR will remit $20 per Ton of Recyclable Material received at the
Recycling Facility that is not subject to Paragraph 71 with the exception of Recyclable
Materials not generated in Okaloosa County
ARTICLE 8 PERFORMANCE BOND
The CONTRACTOR shall furnish to the COUNTY a performance bond issued by a surety
licensed to do business in the State of Florida for the faithful performance of the Agreement and
all obligations arising hereunder The performance bond shall be made payable in favor of
Okaloosa County Florida or in lieu thereof pay to the COUNTY the sum of $200000000 A
complete bond shall be issued at least thirty (30) Days prior to the Commencement Date of this
Agreement
ARTICLE 9 LIQUIDATED DAMAGES
If the CONTRACTOR does not substantially fulfill its obligations under this Agreement the
COUNTY shall provide written notice to the CONTRACTOR of specific areas of deficiency
Examples of such deficiencies include but are not limited to the following
Okaloosa County Transfer Contract_Final Page 25 of 52
(a) Violation of environmental laws
(b) Inadequate litter control at the Transfer Stations andor the Recycling Facility Adequate
litter control is defined as minimizing litter leaving the site and the collection of off-site
and on-site litter at the end of every business day
(c) Failure to remove Solid Waste from the transfer station tipping floor in accordance with
FRANCHISEEs operating permits
(d) Other conditions created by the CONTRACTOR that could impact public health and
safety and
(e) Poor maintenance of the Transfer Stations and Recycling Facility and equipment
resulting in a poor public image of the facilities
The CONTRACTOR shall initiate reasonable steps to correct these deficiencies within seventyshy
two (72) hours of written notice If the CONTRACTOR does not initiate reasonable steps within
seventy-two (72) hours the COUNTY may at its discretion impose liquidated damages of $500
per Day until deficiencies are satisfactorily con-ected as determined by the COUNTY If the
CONTRACTOR has not con-ected these deficiencies within thirty (30) Days of receipt of written
notice the CONTRACTOR will be considered in default of the Agreement and the COUNTY
may terminate this Agreement and recover damages in the full amount of the performance bond
The COUNTY may assess liquidated damages pursuant to this Aliicle on a monthly basis and
shall at the end of each month notify the CONTRACTOR in writing of the liquidated damages
assessed and the basis for each assessment In the event the CONTRACTOR wishes to contest
such assessment(s) the CONTRACTOR shall within five (5) Days after receiving such notice
request in writing an opportunity to be heaimiddotd by the Board and present its defense to such
assessment(s)
The COUNTYs Authorized Representative shall notify the CONTRACTOR in writing of any
action taken with respect to CONTRACTORs claims and the decision of the Board will be final
Okaloosa County Transfer Contract_Final Page 26 of 52
ARTICLE 10 DEFAULT AND TERMINATION
The COUNTY may terminate this Agreement except as otherwise provided below in this
paragraph by giving CONTRACTOR fifteen (15) Days advance written notice upon the
happening of any one of the following events
(a) The CONTRACTOR fails to remedy deficiencies as noted in Article 9 within
thirty (30) Days of receipt ofwritten notice by the COUNTY
(b) The CONTRACTOR takes the benefit of any present or future insolvency statute
or shall make a general assigmnent for the benefit of creditors or file a voluntary
petition in bankruptcy or a petition or answer seeking readjustment of its
indebtedness under the Federal United States or any state thereof or consent to
the appointment or a receiver trustee or liquidator of all or substantially all of its
property or
(c) By order or decree of a court the CONTRACTOR shall be adjudged bankrupt or
an order shall be made approving a petition filed by any of its creditors or by any
of the Stockholders of the CONTRACTOR seeking its reorganization or the
readjustment of its indebtedness under federal bankrnptcy laws or under any law
of statute of the United States or of any state thereof provided that if any such
judgment is stayed or vacated within sixty ( 60) Days after the entry thereof any
notice of cancellation shall be and become null void and of no effect or
(d) By or pursuant to or under authority of any legislative act resolution or rule or
any order or decree of any cornt or government board agency or office having
jurisdiction a receiver trustee or liquidator shall take possession or control of all
or substantially all of the property of the CONTRACTOR and such possession of
control shall continue in effect for a period of sixty ( 60) Days or
(e) The CONTRACTOR shall voluntarily abandon desert or discontinue its
operation hereunder granted
Okaloosa County Transfer Contract_Final Page 27 of52
Then such shall be considered a material breach of this Agreement and the Authorized
Representative shall notify the CONTRACTOR in writing of the breach If within a period of
fifteen (15) Days the CONTRACTOR has not eliminated the conditions considered to be a
breach of contract or having so co=enced shall fail thereafter to continue with diligence the
cming thereof the Authorized Representative shall notify the Board
After these fifteen (15) Days the COUNTY can cause the CONTRACTOR to be obligated to pay
the COUNTY the amount specified in the bond and has the authority to terminate this
Agreement
ARTICLE 11 INSURANCE
111 CONTRACTORS INSURANCE
1111 The CONTRACTOR shall not co=ence any work in connection with this
Agreement until he has obtained all required insurance and such insurance has
been approved by the Okaloosa County Risk Management Director
1112 All insurance policies shall be with insurers licensed to do business in the State of
Florida and any insuring company is required to have a rnininimn rating of A
Class X in the Best Key Rating Guide published A M Best amp Co Inc
1113 All insurance shall include the interest of all entities names in and its respective
agents consultants servants and employees of each and all other interests as may
be reasonably required by Okaloosa County as Additional Insured The coverage
afforded the Additional Insured under this policy shall be primary insurance If
the Additional Insured have other insurance that is applicable to the loss such
other insurance shall be on an excess or contingent basis The amount of the
companys liability under this policy shall not be reduced by the existence of such
other insurance
Okaloosa County Transfer Contract_Final Page 28 of 52
1114 The County of Okaloosa shall be listed as Additional Insured by policy
endorsement on all insurance contracts applicable to this Agreement except
Workers Compensation and Professional Liability
1115 The County of Okaloosa shall be furnished proof of coverage by certificates of
insurance (COI) and endorsements for every applicable insurance contract
required by this Agreement The COI s and policy endorsements must be
delivered to the Autho1ized Representative not less than ten (10) Days prior to the
commencement of any and all contractual agreements between the County of
Okaloosa and the CONTRACTOR
1116 The COUNTY shall retain the right to reject all insurance contracts that do not
meet the requirement of this Agreement Further the COUNTY reserves the right
to change these insurance requirements with 60-Day notice to the
CONTRACTOR
1117 The insurance definition of Insured or Additional Insured shall include
Subcontractors Sub-subcontractors and any associated or subsidiary companies
of the CONTRACTOR which are involved and which is a part of the contract
1118 The COUNTY reserves the right at any time to require the CONTRACTOR to
provide certified copies of any insurance policies to document the insurance
coverage specified in this Agreement
1119 The designation of CONTRACTOR shall include any associated or subsidiary
company which is involved and is a part of the contract and such if any
associated or subsidiary company involved in the project must be named in the
Workers Compensation coverage
111IOAll policies shall be written so that the COUNTY will be notified of cancellation
or restrictive amendments at least thirty (30) Days prior to the effective date of
such cancellation or amendment Such notice shall be given directly to the
Authorized Representative
Okaloosa County Transfer Contract_Final Page 29 of 52
112 WORKERS COMPENSATION INSURANCE
1121 The CONTRACTOR shall secure and maintain during the life of this agreement
Workers Compensation insurance for all of his employees employed for the
project or any site connected with the work including supervision administration
or management of this project and in case any work is sublet with the approval
of the County of Okaloosa the CONTRACTOR shall require the Subcontractor
similarly to provide Workers Compensation insurance for all employees
employed at the site of the project and such evidence of insurance shall be
furnished the County of Okaloosa not less than ten (10) Days prior to the
conunencement of any and all subcontractual agreements which have been
approved by the County of Okaloosa
1122 Such insurance shall comply with the Florida Workers Compensation Law
1123 No class of employee including the CONTRACTOR himself shall be excluded
from the Workers Compensation insurance coverage The Workers
Compensation insurance shall also include Employers Liability coverage
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE
1131 The CONTRACTOR shall maintain Business Automobile Liability insurance
coverage throughout the life of this Agreement The insurance shall include
Owned Non-owned amp Hired Motor Vehicle coverage
1132 The CONTRACTOR shall carry other Conunercial General Liability insurance
against all other Bodily Injury Property Damage and Personal and Advertising
Injury exposures The coverage shall include both On- and Off-Premises
Operations Contractual Liability Board Form Property Damage and
Professional Liability
1133 All liability insurance ( other than Professional Liability) shall be written on an
occurrence basis and shall not be written on a claim-made basis If the insurance
Okaloosa County Transfer Contract~Final Page 30 of 52
is issued with an aggregate limit of liability the aggregate limit of liability shall
apply only to the locations included in this Agreement If as the result of any
claims or other reasons the available limits of insurance reduce to less than those
stated in the Limits of Liability the CONTRACTOR shall notify the Authorized
Representative in writing The CONTRACTOR shall purchase additional liability
insurance to maintain the requirements established in this Agreement Umbrella
or Excess Liability insurance can be purchased to meet the Limits of Liability
specified in this Agreement
1134 Commercial General Liability coverage shall be endorsed to include the
following
Premises - Operation Liability
Occurrence Bodily Injmy and Property Damage Liability
Independent CONTRACTORs Liability
Completed Operations and Products Liability
1135 CONTRACTOR shall agree to keep in continuous force Commercial General
Liability coverage including Completed Operations and Products Liability for two
(2) years beyond acceptance ofproject
114 LIMITS OF LIABILITY
The insurance required shall be written for not less than the following or greater if
required by law and shall include Employers liability with limits as prescribed in this
contract
LIMIT
A Workers Compensation
(1) State Statut01y
(2) Employers Liability $1000000 each accident
B Business Automobile amp Commercial $1000000 each occurrence
General Liability Insurance (A combined single limit)
C Personal and Adve1tising Injury $250000
D Pollution Liability $10000000 each occurrence
Okaloosa County Transfer Contract_Final Page 31 of 52
115 NOTICE OF CLAIMS AND LITIGATION
The CONTRACTOR agrees to report any incident or claim that results from performance
of this Agreement The COUNTY representative shall receive written notice in the form
of a detailed written repmi describing the incident or claim within ten ( 10) Days of the
CONTRACTORs knowledge In the event such incident or claim involves injury andor
property damage to a third party verbal notification shall be given the same Day the
CONTRACTOR becomes aware of the incident or claim followed by a written detailed
report within ten (10) Days of verbal notification
116 INDEMNIFICATION AND HOLD HARMLESS
To the fullest extent permitted by law CONTRACTOR shall indemnify and hold
harmless COUNTY its officers and employees from liabilities damages losses and
Costs including but not limited to reasonable attorney fees to the extent caused by the
negligence recklessness or intentional wrongful conduct of the CONTRACTOR and
other persons employed or utilized by the CONTRACTOR in the performance of this
contract
117 CERTIFICATES OF INSURANCE
1171 Certificates of insurance in duplicate indicating the job site and evidencing all
required coverage must be submitted to and approved by Okaloosa County prior
to the commencement of any of the work The certificate holder(s) shall be as
follows
Okaloosa County
602-C No1ih Pearl Street
Crestview Florida 32536
1172 All policies shall expressly require thirty (30) Days written notice to Okaloosa
County at the address set out above or the cancellations of material alterations of
such policies and the Certificates of Insurance shall so provide
Okaloosa County Transfer Contract_Final Page32 of52
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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Lois Jones STATE OF Flori COUNTY OF Ca]oosa
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LEXAL DESCRIPrIOO CCHoIDvCIN3 at the concrete nonurrent (1980 FAFB) rrarking the NW corner of the NE ( ~f section 8 lbwnship 2 South Range 24 West Okaloosa Co1lllty Florida run S88-2048E along the north boundacy thereof 62500 feet to a concrete mgtrnnEnt numbered 3501 thence S03deg00 1 181w 20006 feet to a concrete rronurrent mmtered 3501 and the POINI OF BEGINNIIlaquo thence continue S03deg00 1 l811W 6602 feet to a concrete mmUOOlt numbered 3501 thence S88deg2048 11E 113000 feet to a ooncrete nonument mmbered 3501 on the weseerly right-of-way line of the Hill Avenue Extension AKA Freedan-Way thence N07deg1545 11E along said right-of-way line 6632 feet to a concrete rromment nurrbered 3501 thence N88deg2048W 113493 feet to the POINT OF BffiINNING Containing 172 acres nore or less SUbject to easanent of record ittls property is to be used as county maintained road
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LFGAL DFSCRIPrION PARCEL B BEGINNING at the concrete monument marking (1980 JilFB) the NW corner of the NE of Section 8 Township 2 South Range 24 West Okaloosa OJunty Florida run S88deg20 14811 E along the north boijndary thereof 62500 feet to a concrete monunent numbered 3501 tBence S03 001 l81W 46000 feet to a concrete monument numbered 3501 thence N88 2048W 62500 feet to a concrete monument num~red 3501 on the west boundary of the aforesaid NE~ of Section 8 thence N03 0018E along said west boindary 46000 feet to the POINT OF BEGINNING Containing 660 acres more or less middot
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and duat old land t Ne ol cU encwnLroncu FLORIDA DOCUMENTARY STAMP TAX REQUIRED BY LAW IN THE AMOUNT OF IJVe(Sdeg1AS BEEN P bull NEWMAN C BR CKIN CLERK OKAL COU TY B DC
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EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
Construction and Demolition Debris managed at the facilities This rate shall take effect
on the Commencement Date of this Agreement and shall continue without adjustment
through September 30 2011
52 RATE ADJUSTMENTS
On October I 2011 and October 1 of each subsequent Contract Year of this Agreement
the CONTRACTORs base rate as provided in Paragraph 51 shall be adjusted
accmding to the following methodology as further explained in Exhibit C seventy
percent (70) of the rate shall be adjusted based on seventy-five percent (75) of the
percentage change in the CPI for the twelve (12) months ending on the preceding June
30ili and thirty percent (30) of the rate shall be adjusted based on the percent change in
the US Department of Energy Fuel Index for the previous twelve (12) months ending on
the preceding June 30ili The total rate adjustment each year may not exceed two percent
(2) of the previous years rates
53 BILLING AND PAYMENT OF CONTRACTORS FEES
531 CONTRACTOR shall keep records of all Acceptable Waste received at the
Transfer Stations as described herein
532 CONTRACTOR shall invoice the COUNTY monthly for the handling
transportation and disposal fees as set forth herein for Acceptable Waste
received at the Transfer Stations This invoice must include detailed information
regarding waste receipts including Solid Waste Bulk Waste Special Waste
Recyclable Material Unacceptable Waste and Merchant Waste in a format
approved by the Authorized Representative Only waste receipts reported using
this format and verified by the COUNTY will be paid COUNTY shall pay such
invoices within thirty (30) Days from the date of invoice or request additional
info1mation if adequate information is not provided
Okaloosa County Transfer Contract_Final Page 21 of52
ARTICLE 6 CHARGES FOR WASTE RECEIPTS
COUNTY shall be responsible for the setting and collection of charges associated with all waste
receipts except as provided herein
61 ACCEPTABLE WASTE
The rates charged for Acceptable Waste will be as established by COUNTY Ordinance
No 00-08 and any amendments thereto If a waste load is too small to be accurately
weighed by the Transfer Stations weigh scales a flat rate shall be charged to the
customer per vehicle as established by COUNTY Ordinance No 00-08 and any
amendments thereto
62 SPECIAL WASTE
CONTRACTOR shall be responsible for setting rates associated with Special Waste
63 CONSTRUCTION AND DEMOLITION DEBRIS
CONTRACTOR shall use its best efforts to deliver a mmnnum of 1000 Tons of
Construction and Demolition Debris (CampD) per month to the Transfer Stations
collectively The COUNTY shall charge the CONTRACTOR a Ten Dollar ($1000) per
Ton host fee for all CampD material delivered to the Transfer Stations This CampD material
shall not be subject to any additional charges or Costs including tipping fees by the
COUNTY to the CONTRACTOR
64 RECYCLABLE MATERIALS
Recyclable Materials delivered by or on behalf of the COUNTY Incorporated
Municipalities or by private citizens directly or collected by the CONTRACTOR from
Commercial Business Establishments in the COUNTY will be accepted at no charge
The CONTRACTOR may negotiate Recyclable Materials processing fees with other
entities delivering such materials to the Recycling Facility
Okaloosa County Transfer Contract_ Final Page22 of52
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS
71 COUNTY RECYCLABLE MATERIALS
The CONTRACTOR shall pay the COUNTY revenue for each Ton of Recyclable
Materials delivered by or on behalf of the COUNTY to the Recycling Facility as follows
711 Each month the CONTRACTOR shall calculate the Average Market Value
(AMV) of Recyclable Materials defined as the sum of commodity prices (US
Dollar per Ton) posted on the first week of the month for the Southeast USA in
SecondaryMaterialsPricingcom and SecondaryFiberPricingcom multiplied by
the composition of the Recyclable Materials as defmed in Table 1 Exhibit D
provides an example ofthis calculation
Table 1
Composition ofRecyclable Materials and Market Indexes for Determining AMV
lVIaterial Index Description Percentale Newspaper (ONP) PSI 8 Baled FOB sellers dock 5260 Corrugated Cardboard (OCC) PSI 11 Baled FOB sellers dock 1130 Mixed Paper PSI 1 Baled FOB sellers dock 460 Aseptic Containers NIA 000 Aluminum Cans Aluminum Cans Sorted and Baled Delivered 170 Steel Cans Steel Cans Sorted and Baled Delivered 230 PET PET Baled Picked Up 460 HDPE (Natural) Natural HDPE Baled Picked Uo 090 HDPE (Colored) Colored HDPE Baled Picked Up 180 Clear Glass Flint Delivered 830 Green Glass Green Delivered 450 Brown Glass Amber Delivered 490 Contamination NIA 250
712 Each month the CONTRACTOR shall pay revenue to the COUNTY based on
the AMV equal to the total Tons of Recyclable Materials delivered by or on
behalf of the COUNTY multiplied by the revenue payment in Table 2 The
revenue payment in Column A will be in effect through March 31 2013 and that
in Column B will be in effect after that date If a Mate1ials Recovery Facility
Okaloosa County Transfer Contract_Final Page23 of52
(MRF) is developed by the CONTRACTOR within a 200 mile radius of the
COUNTY prior to March 31 2013 the revenue payment in Column B will go
into effect when such MRF becomes operational
Table 2
Per Ton Revenue Payment to COUNTY Based on AMV
Avera2e Market Value COLUMN A COLUMNB
Low Hi2h
Revenue Payment to COUNTY ($Ton)
until March 31 2013
Revenue Payment to COUNTY($Ton)
after March 31 2013 lt$8001 $9000 $2000 $2000
$9001 $10000 $2000 $2500
$10001 $11000 $2000 $3000 $11001 $12000 $2000 $3500
$12001 $13000 $2500 $4000
$13001 $14000 $3000 $4500 $14001 $15000 $3500 $5000 $15001 $16000 $4000 $5500 $16001 $17000 $4500 $6000
$17001 $18000 $5000 $6500 $18001 $19000 $5500 $7000 $19001 $20000 $6000 $7500
$20001 $21000 $6500 $8000 $21001 $22000 $7000 $8500
$22001 gt$23000 $7500 $9000
713 No later than the fifteenth (15th) Day of each month the CONTRACTOR shall
submit a Monthly Payment Report in a format approved by the Authorized
Representative for the previous calendar month detailing the calculation of each
revenue payment and the total revenue payment due to the COUNTY Said
revenue payment shall be remitted to the COUNTY within thirty (30) Days from
the end of the month for which the payment is being made
714 The CONTRACTOR may request a study to measure the composition of
Recyclable Materials utilized to calculate the AMV pursuant to Paragraph 7 1
Okaloosa County Transfer Contract_Final Page 24 of52
Table I of this Agreement such request being subject to approval by the
COUNTY If approved by the COUNTY the CONTRACTOR and COUNTY
shall jointly develop a methodology and cost estimate to conduct the composition
study The final methodology and selection of the Independent Third Party to
conduct the study must be approved by the Authorized Representative The
parties shall share equally in paying for the cost of the study Study results are
subject to final approval by the Authorized Representative Once approved
adjustments to the composition of Recyclable Materials shall become effective for
the following month and remainder of the term of the Agreement or until further
adjusted in accordance with this article
72 OTHER RECYCLABLE MATERIALS
The CONTRACTOR will remit $20 per Ton of Recyclable Material received at the
Recycling Facility that is not subject to Paragraph 71 with the exception of Recyclable
Materials not generated in Okaloosa County
ARTICLE 8 PERFORMANCE BOND
The CONTRACTOR shall furnish to the COUNTY a performance bond issued by a surety
licensed to do business in the State of Florida for the faithful performance of the Agreement and
all obligations arising hereunder The performance bond shall be made payable in favor of
Okaloosa County Florida or in lieu thereof pay to the COUNTY the sum of $200000000 A
complete bond shall be issued at least thirty (30) Days prior to the Commencement Date of this
Agreement
ARTICLE 9 LIQUIDATED DAMAGES
If the CONTRACTOR does not substantially fulfill its obligations under this Agreement the
COUNTY shall provide written notice to the CONTRACTOR of specific areas of deficiency
Examples of such deficiencies include but are not limited to the following
Okaloosa County Transfer Contract_Final Page 25 of 52
(a) Violation of environmental laws
(b) Inadequate litter control at the Transfer Stations andor the Recycling Facility Adequate
litter control is defined as minimizing litter leaving the site and the collection of off-site
and on-site litter at the end of every business day
(c) Failure to remove Solid Waste from the transfer station tipping floor in accordance with
FRANCHISEEs operating permits
(d) Other conditions created by the CONTRACTOR that could impact public health and
safety and
(e) Poor maintenance of the Transfer Stations and Recycling Facility and equipment
resulting in a poor public image of the facilities
The CONTRACTOR shall initiate reasonable steps to correct these deficiencies within seventyshy
two (72) hours of written notice If the CONTRACTOR does not initiate reasonable steps within
seventy-two (72) hours the COUNTY may at its discretion impose liquidated damages of $500
per Day until deficiencies are satisfactorily con-ected as determined by the COUNTY If the
CONTRACTOR has not con-ected these deficiencies within thirty (30) Days of receipt of written
notice the CONTRACTOR will be considered in default of the Agreement and the COUNTY
may terminate this Agreement and recover damages in the full amount of the performance bond
The COUNTY may assess liquidated damages pursuant to this Aliicle on a monthly basis and
shall at the end of each month notify the CONTRACTOR in writing of the liquidated damages
assessed and the basis for each assessment In the event the CONTRACTOR wishes to contest
such assessment(s) the CONTRACTOR shall within five (5) Days after receiving such notice
request in writing an opportunity to be heaimiddotd by the Board and present its defense to such
assessment(s)
The COUNTYs Authorized Representative shall notify the CONTRACTOR in writing of any
action taken with respect to CONTRACTORs claims and the decision of the Board will be final
Okaloosa County Transfer Contract_Final Page 26 of 52
ARTICLE 10 DEFAULT AND TERMINATION
The COUNTY may terminate this Agreement except as otherwise provided below in this
paragraph by giving CONTRACTOR fifteen (15) Days advance written notice upon the
happening of any one of the following events
(a) The CONTRACTOR fails to remedy deficiencies as noted in Article 9 within
thirty (30) Days of receipt ofwritten notice by the COUNTY
(b) The CONTRACTOR takes the benefit of any present or future insolvency statute
or shall make a general assigmnent for the benefit of creditors or file a voluntary
petition in bankruptcy or a petition or answer seeking readjustment of its
indebtedness under the Federal United States or any state thereof or consent to
the appointment or a receiver trustee or liquidator of all or substantially all of its
property or
(c) By order or decree of a court the CONTRACTOR shall be adjudged bankrupt or
an order shall be made approving a petition filed by any of its creditors or by any
of the Stockholders of the CONTRACTOR seeking its reorganization or the
readjustment of its indebtedness under federal bankrnptcy laws or under any law
of statute of the United States or of any state thereof provided that if any such
judgment is stayed or vacated within sixty ( 60) Days after the entry thereof any
notice of cancellation shall be and become null void and of no effect or
(d) By or pursuant to or under authority of any legislative act resolution or rule or
any order or decree of any cornt or government board agency or office having
jurisdiction a receiver trustee or liquidator shall take possession or control of all
or substantially all of the property of the CONTRACTOR and such possession of
control shall continue in effect for a period of sixty ( 60) Days or
(e) The CONTRACTOR shall voluntarily abandon desert or discontinue its
operation hereunder granted
Okaloosa County Transfer Contract_Final Page 27 of52
Then such shall be considered a material breach of this Agreement and the Authorized
Representative shall notify the CONTRACTOR in writing of the breach If within a period of
fifteen (15) Days the CONTRACTOR has not eliminated the conditions considered to be a
breach of contract or having so co=enced shall fail thereafter to continue with diligence the
cming thereof the Authorized Representative shall notify the Board
After these fifteen (15) Days the COUNTY can cause the CONTRACTOR to be obligated to pay
the COUNTY the amount specified in the bond and has the authority to terminate this
Agreement
ARTICLE 11 INSURANCE
111 CONTRACTORS INSURANCE
1111 The CONTRACTOR shall not co=ence any work in connection with this
Agreement until he has obtained all required insurance and such insurance has
been approved by the Okaloosa County Risk Management Director
1112 All insurance policies shall be with insurers licensed to do business in the State of
Florida and any insuring company is required to have a rnininimn rating of A
Class X in the Best Key Rating Guide published A M Best amp Co Inc
1113 All insurance shall include the interest of all entities names in and its respective
agents consultants servants and employees of each and all other interests as may
be reasonably required by Okaloosa County as Additional Insured The coverage
afforded the Additional Insured under this policy shall be primary insurance If
the Additional Insured have other insurance that is applicable to the loss such
other insurance shall be on an excess or contingent basis The amount of the
companys liability under this policy shall not be reduced by the existence of such
other insurance
Okaloosa County Transfer Contract_Final Page 28 of 52
1114 The County of Okaloosa shall be listed as Additional Insured by policy
endorsement on all insurance contracts applicable to this Agreement except
Workers Compensation and Professional Liability
1115 The County of Okaloosa shall be furnished proof of coverage by certificates of
insurance (COI) and endorsements for every applicable insurance contract
required by this Agreement The COI s and policy endorsements must be
delivered to the Autho1ized Representative not less than ten (10) Days prior to the
commencement of any and all contractual agreements between the County of
Okaloosa and the CONTRACTOR
1116 The COUNTY shall retain the right to reject all insurance contracts that do not
meet the requirement of this Agreement Further the COUNTY reserves the right
to change these insurance requirements with 60-Day notice to the
CONTRACTOR
1117 The insurance definition of Insured or Additional Insured shall include
Subcontractors Sub-subcontractors and any associated or subsidiary companies
of the CONTRACTOR which are involved and which is a part of the contract
1118 The COUNTY reserves the right at any time to require the CONTRACTOR to
provide certified copies of any insurance policies to document the insurance
coverage specified in this Agreement
1119 The designation of CONTRACTOR shall include any associated or subsidiary
company which is involved and is a part of the contract and such if any
associated or subsidiary company involved in the project must be named in the
Workers Compensation coverage
111IOAll policies shall be written so that the COUNTY will be notified of cancellation
or restrictive amendments at least thirty (30) Days prior to the effective date of
such cancellation or amendment Such notice shall be given directly to the
Authorized Representative
Okaloosa County Transfer Contract_Final Page 29 of 52
112 WORKERS COMPENSATION INSURANCE
1121 The CONTRACTOR shall secure and maintain during the life of this agreement
Workers Compensation insurance for all of his employees employed for the
project or any site connected with the work including supervision administration
or management of this project and in case any work is sublet with the approval
of the County of Okaloosa the CONTRACTOR shall require the Subcontractor
similarly to provide Workers Compensation insurance for all employees
employed at the site of the project and such evidence of insurance shall be
furnished the County of Okaloosa not less than ten (10) Days prior to the
conunencement of any and all subcontractual agreements which have been
approved by the County of Okaloosa
1122 Such insurance shall comply with the Florida Workers Compensation Law
1123 No class of employee including the CONTRACTOR himself shall be excluded
from the Workers Compensation insurance coverage The Workers
Compensation insurance shall also include Employers Liability coverage
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE
1131 The CONTRACTOR shall maintain Business Automobile Liability insurance
coverage throughout the life of this Agreement The insurance shall include
Owned Non-owned amp Hired Motor Vehicle coverage
1132 The CONTRACTOR shall carry other Conunercial General Liability insurance
against all other Bodily Injury Property Damage and Personal and Advertising
Injury exposures The coverage shall include both On- and Off-Premises
Operations Contractual Liability Board Form Property Damage and
Professional Liability
1133 All liability insurance ( other than Professional Liability) shall be written on an
occurrence basis and shall not be written on a claim-made basis If the insurance
Okaloosa County Transfer Contract~Final Page 30 of 52
is issued with an aggregate limit of liability the aggregate limit of liability shall
apply only to the locations included in this Agreement If as the result of any
claims or other reasons the available limits of insurance reduce to less than those
stated in the Limits of Liability the CONTRACTOR shall notify the Authorized
Representative in writing The CONTRACTOR shall purchase additional liability
insurance to maintain the requirements established in this Agreement Umbrella
or Excess Liability insurance can be purchased to meet the Limits of Liability
specified in this Agreement
1134 Commercial General Liability coverage shall be endorsed to include the
following
Premises - Operation Liability
Occurrence Bodily Injmy and Property Damage Liability
Independent CONTRACTORs Liability
Completed Operations and Products Liability
1135 CONTRACTOR shall agree to keep in continuous force Commercial General
Liability coverage including Completed Operations and Products Liability for two
(2) years beyond acceptance ofproject
114 LIMITS OF LIABILITY
The insurance required shall be written for not less than the following or greater if
required by law and shall include Employers liability with limits as prescribed in this
contract
LIMIT
A Workers Compensation
(1) State Statut01y
(2) Employers Liability $1000000 each accident
B Business Automobile amp Commercial $1000000 each occurrence
General Liability Insurance (A combined single limit)
C Personal and Adve1tising Injury $250000
D Pollution Liability $10000000 each occurrence
Okaloosa County Transfer Contract_Final Page 31 of 52
115 NOTICE OF CLAIMS AND LITIGATION
The CONTRACTOR agrees to report any incident or claim that results from performance
of this Agreement The COUNTY representative shall receive written notice in the form
of a detailed written repmi describing the incident or claim within ten ( 10) Days of the
CONTRACTORs knowledge In the event such incident or claim involves injury andor
property damage to a third party verbal notification shall be given the same Day the
CONTRACTOR becomes aware of the incident or claim followed by a written detailed
report within ten (10) Days of verbal notification
116 INDEMNIFICATION AND HOLD HARMLESS
To the fullest extent permitted by law CONTRACTOR shall indemnify and hold
harmless COUNTY its officers and employees from liabilities damages losses and
Costs including but not limited to reasonable attorney fees to the extent caused by the
negligence recklessness or intentional wrongful conduct of the CONTRACTOR and
other persons employed or utilized by the CONTRACTOR in the performance of this
contract
117 CERTIFICATES OF INSURANCE
1171 Certificates of insurance in duplicate indicating the job site and evidencing all
required coverage must be submitted to and approved by Okaloosa County prior
to the commencement of any of the work The certificate holder(s) shall be as
follows
Okaloosa County
602-C No1ih Pearl Street
Crestview Florida 32536
1172 All policies shall expressly require thirty (30) Days written notice to Okaloosa
County at the address set out above or the cancellations of material alterations of
such policies and the Certificates of Insurance shall so provide
Okaloosa County Transfer Contract_Final Page32 of52
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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LFGAL DFSCRIPrION PARCEL B BEGINNING at the concrete monument marking (1980 JilFB) the NW corner of the NE of Section 8 Township 2 South Range 24 West Okaloosa OJunty Florida run S88deg20 14811 E along the north boijndary thereof 62500 feet to a concrete monunent numbered 3501 tBence S03 001 l81W 46000 feet to a concrete monument numbered 3501 thence N88 2048W 62500 feet to a concrete monument num~red 3501 on the west boundary of the aforesaid NE~ of Section 8 thence N03 0018E along said west boindary 46000 feet to the POINT OF BEGINNING Containing 660 acres more or less middot
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and duat old land t Ne ol cU encwnLroncu FLORIDA DOCUMENTARY STAMP TAX REQUIRED BY LAW IN THE AMOUNT OF IJVe(Sdeg1AS BEEN P bull NEWMAN C BR CKIN CLERK OKAL COU TY B DC
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I HERampBY CERTIFY thn on thibull dar bdou me an officer dulr authoriud in 1hc Stilt aforuald and in the County alorruid to ukc ucknowlrd~mn11 pcnonbullllr appnrtd
John w Minger Exec Vice Pres Northgate Developnent Ompany Inc
RCD1 OCT 23 1989 NEWMAN C BRACKIN
FILElt 1058478 OKALOOSA COUNTYFL0R1DA
r Waste Management Inc of Florida
w~o11 poatollH addra U 500 Cypress Creek Road West Suite 300 Fort Lauderdale Florida 33309
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CLERK i
-
EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
ARTICLE 6 CHARGES FOR WASTE RECEIPTS
COUNTY shall be responsible for the setting and collection of charges associated with all waste
receipts except as provided herein
61 ACCEPTABLE WASTE
The rates charged for Acceptable Waste will be as established by COUNTY Ordinance
No 00-08 and any amendments thereto If a waste load is too small to be accurately
weighed by the Transfer Stations weigh scales a flat rate shall be charged to the
customer per vehicle as established by COUNTY Ordinance No 00-08 and any
amendments thereto
62 SPECIAL WASTE
CONTRACTOR shall be responsible for setting rates associated with Special Waste
63 CONSTRUCTION AND DEMOLITION DEBRIS
CONTRACTOR shall use its best efforts to deliver a mmnnum of 1000 Tons of
Construction and Demolition Debris (CampD) per month to the Transfer Stations
collectively The COUNTY shall charge the CONTRACTOR a Ten Dollar ($1000) per
Ton host fee for all CampD material delivered to the Transfer Stations This CampD material
shall not be subject to any additional charges or Costs including tipping fees by the
COUNTY to the CONTRACTOR
64 RECYCLABLE MATERIALS
Recyclable Materials delivered by or on behalf of the COUNTY Incorporated
Municipalities or by private citizens directly or collected by the CONTRACTOR from
Commercial Business Establishments in the COUNTY will be accepted at no charge
The CONTRACTOR may negotiate Recyclable Materials processing fees with other
entities delivering such materials to the Recycling Facility
Okaloosa County Transfer Contract_ Final Page22 of52
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS
71 COUNTY RECYCLABLE MATERIALS
The CONTRACTOR shall pay the COUNTY revenue for each Ton of Recyclable
Materials delivered by or on behalf of the COUNTY to the Recycling Facility as follows
711 Each month the CONTRACTOR shall calculate the Average Market Value
(AMV) of Recyclable Materials defined as the sum of commodity prices (US
Dollar per Ton) posted on the first week of the month for the Southeast USA in
SecondaryMaterialsPricingcom and SecondaryFiberPricingcom multiplied by
the composition of the Recyclable Materials as defmed in Table 1 Exhibit D
provides an example ofthis calculation
Table 1
Composition ofRecyclable Materials and Market Indexes for Determining AMV
lVIaterial Index Description Percentale Newspaper (ONP) PSI 8 Baled FOB sellers dock 5260 Corrugated Cardboard (OCC) PSI 11 Baled FOB sellers dock 1130 Mixed Paper PSI 1 Baled FOB sellers dock 460 Aseptic Containers NIA 000 Aluminum Cans Aluminum Cans Sorted and Baled Delivered 170 Steel Cans Steel Cans Sorted and Baled Delivered 230 PET PET Baled Picked Up 460 HDPE (Natural) Natural HDPE Baled Picked Uo 090 HDPE (Colored) Colored HDPE Baled Picked Up 180 Clear Glass Flint Delivered 830 Green Glass Green Delivered 450 Brown Glass Amber Delivered 490 Contamination NIA 250
712 Each month the CONTRACTOR shall pay revenue to the COUNTY based on
the AMV equal to the total Tons of Recyclable Materials delivered by or on
behalf of the COUNTY multiplied by the revenue payment in Table 2 The
revenue payment in Column A will be in effect through March 31 2013 and that
in Column B will be in effect after that date If a Mate1ials Recovery Facility
Okaloosa County Transfer Contract_Final Page23 of52
(MRF) is developed by the CONTRACTOR within a 200 mile radius of the
COUNTY prior to March 31 2013 the revenue payment in Column B will go
into effect when such MRF becomes operational
Table 2
Per Ton Revenue Payment to COUNTY Based on AMV
Avera2e Market Value COLUMN A COLUMNB
Low Hi2h
Revenue Payment to COUNTY ($Ton)
until March 31 2013
Revenue Payment to COUNTY($Ton)
after March 31 2013 lt$8001 $9000 $2000 $2000
$9001 $10000 $2000 $2500
$10001 $11000 $2000 $3000 $11001 $12000 $2000 $3500
$12001 $13000 $2500 $4000
$13001 $14000 $3000 $4500 $14001 $15000 $3500 $5000 $15001 $16000 $4000 $5500 $16001 $17000 $4500 $6000
$17001 $18000 $5000 $6500 $18001 $19000 $5500 $7000 $19001 $20000 $6000 $7500
$20001 $21000 $6500 $8000 $21001 $22000 $7000 $8500
$22001 gt$23000 $7500 $9000
713 No later than the fifteenth (15th) Day of each month the CONTRACTOR shall
submit a Monthly Payment Report in a format approved by the Authorized
Representative for the previous calendar month detailing the calculation of each
revenue payment and the total revenue payment due to the COUNTY Said
revenue payment shall be remitted to the COUNTY within thirty (30) Days from
the end of the month for which the payment is being made
714 The CONTRACTOR may request a study to measure the composition of
Recyclable Materials utilized to calculate the AMV pursuant to Paragraph 7 1
Okaloosa County Transfer Contract_Final Page 24 of52
Table I of this Agreement such request being subject to approval by the
COUNTY If approved by the COUNTY the CONTRACTOR and COUNTY
shall jointly develop a methodology and cost estimate to conduct the composition
study The final methodology and selection of the Independent Third Party to
conduct the study must be approved by the Authorized Representative The
parties shall share equally in paying for the cost of the study Study results are
subject to final approval by the Authorized Representative Once approved
adjustments to the composition of Recyclable Materials shall become effective for
the following month and remainder of the term of the Agreement or until further
adjusted in accordance with this article
72 OTHER RECYCLABLE MATERIALS
The CONTRACTOR will remit $20 per Ton of Recyclable Material received at the
Recycling Facility that is not subject to Paragraph 71 with the exception of Recyclable
Materials not generated in Okaloosa County
ARTICLE 8 PERFORMANCE BOND
The CONTRACTOR shall furnish to the COUNTY a performance bond issued by a surety
licensed to do business in the State of Florida for the faithful performance of the Agreement and
all obligations arising hereunder The performance bond shall be made payable in favor of
Okaloosa County Florida or in lieu thereof pay to the COUNTY the sum of $200000000 A
complete bond shall be issued at least thirty (30) Days prior to the Commencement Date of this
Agreement
ARTICLE 9 LIQUIDATED DAMAGES
If the CONTRACTOR does not substantially fulfill its obligations under this Agreement the
COUNTY shall provide written notice to the CONTRACTOR of specific areas of deficiency
Examples of such deficiencies include but are not limited to the following
Okaloosa County Transfer Contract_Final Page 25 of 52
(a) Violation of environmental laws
(b) Inadequate litter control at the Transfer Stations andor the Recycling Facility Adequate
litter control is defined as minimizing litter leaving the site and the collection of off-site
and on-site litter at the end of every business day
(c) Failure to remove Solid Waste from the transfer station tipping floor in accordance with
FRANCHISEEs operating permits
(d) Other conditions created by the CONTRACTOR that could impact public health and
safety and
(e) Poor maintenance of the Transfer Stations and Recycling Facility and equipment
resulting in a poor public image of the facilities
The CONTRACTOR shall initiate reasonable steps to correct these deficiencies within seventyshy
two (72) hours of written notice If the CONTRACTOR does not initiate reasonable steps within
seventy-two (72) hours the COUNTY may at its discretion impose liquidated damages of $500
per Day until deficiencies are satisfactorily con-ected as determined by the COUNTY If the
CONTRACTOR has not con-ected these deficiencies within thirty (30) Days of receipt of written
notice the CONTRACTOR will be considered in default of the Agreement and the COUNTY
may terminate this Agreement and recover damages in the full amount of the performance bond
The COUNTY may assess liquidated damages pursuant to this Aliicle on a monthly basis and
shall at the end of each month notify the CONTRACTOR in writing of the liquidated damages
assessed and the basis for each assessment In the event the CONTRACTOR wishes to contest
such assessment(s) the CONTRACTOR shall within five (5) Days after receiving such notice
request in writing an opportunity to be heaimiddotd by the Board and present its defense to such
assessment(s)
The COUNTYs Authorized Representative shall notify the CONTRACTOR in writing of any
action taken with respect to CONTRACTORs claims and the decision of the Board will be final
Okaloosa County Transfer Contract_Final Page 26 of 52
ARTICLE 10 DEFAULT AND TERMINATION
The COUNTY may terminate this Agreement except as otherwise provided below in this
paragraph by giving CONTRACTOR fifteen (15) Days advance written notice upon the
happening of any one of the following events
(a) The CONTRACTOR fails to remedy deficiencies as noted in Article 9 within
thirty (30) Days of receipt ofwritten notice by the COUNTY
(b) The CONTRACTOR takes the benefit of any present or future insolvency statute
or shall make a general assigmnent for the benefit of creditors or file a voluntary
petition in bankruptcy or a petition or answer seeking readjustment of its
indebtedness under the Federal United States or any state thereof or consent to
the appointment or a receiver trustee or liquidator of all or substantially all of its
property or
(c) By order or decree of a court the CONTRACTOR shall be adjudged bankrupt or
an order shall be made approving a petition filed by any of its creditors or by any
of the Stockholders of the CONTRACTOR seeking its reorganization or the
readjustment of its indebtedness under federal bankrnptcy laws or under any law
of statute of the United States or of any state thereof provided that if any such
judgment is stayed or vacated within sixty ( 60) Days after the entry thereof any
notice of cancellation shall be and become null void and of no effect or
(d) By or pursuant to or under authority of any legislative act resolution or rule or
any order or decree of any cornt or government board agency or office having
jurisdiction a receiver trustee or liquidator shall take possession or control of all
or substantially all of the property of the CONTRACTOR and such possession of
control shall continue in effect for a period of sixty ( 60) Days or
(e) The CONTRACTOR shall voluntarily abandon desert or discontinue its
operation hereunder granted
Okaloosa County Transfer Contract_Final Page 27 of52
Then such shall be considered a material breach of this Agreement and the Authorized
Representative shall notify the CONTRACTOR in writing of the breach If within a period of
fifteen (15) Days the CONTRACTOR has not eliminated the conditions considered to be a
breach of contract or having so co=enced shall fail thereafter to continue with diligence the
cming thereof the Authorized Representative shall notify the Board
After these fifteen (15) Days the COUNTY can cause the CONTRACTOR to be obligated to pay
the COUNTY the amount specified in the bond and has the authority to terminate this
Agreement
ARTICLE 11 INSURANCE
111 CONTRACTORS INSURANCE
1111 The CONTRACTOR shall not co=ence any work in connection with this
Agreement until he has obtained all required insurance and such insurance has
been approved by the Okaloosa County Risk Management Director
1112 All insurance policies shall be with insurers licensed to do business in the State of
Florida and any insuring company is required to have a rnininimn rating of A
Class X in the Best Key Rating Guide published A M Best amp Co Inc
1113 All insurance shall include the interest of all entities names in and its respective
agents consultants servants and employees of each and all other interests as may
be reasonably required by Okaloosa County as Additional Insured The coverage
afforded the Additional Insured under this policy shall be primary insurance If
the Additional Insured have other insurance that is applicable to the loss such
other insurance shall be on an excess or contingent basis The amount of the
companys liability under this policy shall not be reduced by the existence of such
other insurance
Okaloosa County Transfer Contract_Final Page 28 of 52
1114 The County of Okaloosa shall be listed as Additional Insured by policy
endorsement on all insurance contracts applicable to this Agreement except
Workers Compensation and Professional Liability
1115 The County of Okaloosa shall be furnished proof of coverage by certificates of
insurance (COI) and endorsements for every applicable insurance contract
required by this Agreement The COI s and policy endorsements must be
delivered to the Autho1ized Representative not less than ten (10) Days prior to the
commencement of any and all contractual agreements between the County of
Okaloosa and the CONTRACTOR
1116 The COUNTY shall retain the right to reject all insurance contracts that do not
meet the requirement of this Agreement Further the COUNTY reserves the right
to change these insurance requirements with 60-Day notice to the
CONTRACTOR
1117 The insurance definition of Insured or Additional Insured shall include
Subcontractors Sub-subcontractors and any associated or subsidiary companies
of the CONTRACTOR which are involved and which is a part of the contract
1118 The COUNTY reserves the right at any time to require the CONTRACTOR to
provide certified copies of any insurance policies to document the insurance
coverage specified in this Agreement
1119 The designation of CONTRACTOR shall include any associated or subsidiary
company which is involved and is a part of the contract and such if any
associated or subsidiary company involved in the project must be named in the
Workers Compensation coverage
111IOAll policies shall be written so that the COUNTY will be notified of cancellation
or restrictive amendments at least thirty (30) Days prior to the effective date of
such cancellation or amendment Such notice shall be given directly to the
Authorized Representative
Okaloosa County Transfer Contract_Final Page 29 of 52
112 WORKERS COMPENSATION INSURANCE
1121 The CONTRACTOR shall secure and maintain during the life of this agreement
Workers Compensation insurance for all of his employees employed for the
project or any site connected with the work including supervision administration
or management of this project and in case any work is sublet with the approval
of the County of Okaloosa the CONTRACTOR shall require the Subcontractor
similarly to provide Workers Compensation insurance for all employees
employed at the site of the project and such evidence of insurance shall be
furnished the County of Okaloosa not less than ten (10) Days prior to the
conunencement of any and all subcontractual agreements which have been
approved by the County of Okaloosa
1122 Such insurance shall comply with the Florida Workers Compensation Law
1123 No class of employee including the CONTRACTOR himself shall be excluded
from the Workers Compensation insurance coverage The Workers
Compensation insurance shall also include Employers Liability coverage
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE
1131 The CONTRACTOR shall maintain Business Automobile Liability insurance
coverage throughout the life of this Agreement The insurance shall include
Owned Non-owned amp Hired Motor Vehicle coverage
1132 The CONTRACTOR shall carry other Conunercial General Liability insurance
against all other Bodily Injury Property Damage and Personal and Advertising
Injury exposures The coverage shall include both On- and Off-Premises
Operations Contractual Liability Board Form Property Damage and
Professional Liability
1133 All liability insurance ( other than Professional Liability) shall be written on an
occurrence basis and shall not be written on a claim-made basis If the insurance
Okaloosa County Transfer Contract~Final Page 30 of 52
is issued with an aggregate limit of liability the aggregate limit of liability shall
apply only to the locations included in this Agreement If as the result of any
claims or other reasons the available limits of insurance reduce to less than those
stated in the Limits of Liability the CONTRACTOR shall notify the Authorized
Representative in writing The CONTRACTOR shall purchase additional liability
insurance to maintain the requirements established in this Agreement Umbrella
or Excess Liability insurance can be purchased to meet the Limits of Liability
specified in this Agreement
1134 Commercial General Liability coverage shall be endorsed to include the
following
Premises - Operation Liability
Occurrence Bodily Injmy and Property Damage Liability
Independent CONTRACTORs Liability
Completed Operations and Products Liability
1135 CONTRACTOR shall agree to keep in continuous force Commercial General
Liability coverage including Completed Operations and Products Liability for two
(2) years beyond acceptance ofproject
114 LIMITS OF LIABILITY
The insurance required shall be written for not less than the following or greater if
required by law and shall include Employers liability with limits as prescribed in this
contract
LIMIT
A Workers Compensation
(1) State Statut01y
(2) Employers Liability $1000000 each accident
B Business Automobile amp Commercial $1000000 each occurrence
General Liability Insurance (A combined single limit)
C Personal and Adve1tising Injury $250000
D Pollution Liability $10000000 each occurrence
Okaloosa County Transfer Contract_Final Page 31 of 52
115 NOTICE OF CLAIMS AND LITIGATION
The CONTRACTOR agrees to report any incident or claim that results from performance
of this Agreement The COUNTY representative shall receive written notice in the form
of a detailed written repmi describing the incident or claim within ten ( 10) Days of the
CONTRACTORs knowledge In the event such incident or claim involves injury andor
property damage to a third party verbal notification shall be given the same Day the
CONTRACTOR becomes aware of the incident or claim followed by a written detailed
report within ten (10) Days of verbal notification
116 INDEMNIFICATION AND HOLD HARMLESS
To the fullest extent permitted by law CONTRACTOR shall indemnify and hold
harmless COUNTY its officers and employees from liabilities damages losses and
Costs including but not limited to reasonable attorney fees to the extent caused by the
negligence recklessness or intentional wrongful conduct of the CONTRACTOR and
other persons employed or utilized by the CONTRACTOR in the performance of this
contract
117 CERTIFICATES OF INSURANCE
1171 Certificates of insurance in duplicate indicating the job site and evidencing all
required coverage must be submitted to and approved by Okaloosa County prior
to the commencement of any of the work The certificate holder(s) shall be as
follows
Okaloosa County
602-C No1ih Pearl Street
Crestview Florida 32536
1172 All policies shall expressly require thirty (30) Days written notice to Okaloosa
County at the address set out above or the cancellations of material alterations of
such policies and the Certificates of Insurance shall so provide
Okaloosa County Transfer Contract_Final Page32 of52
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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Lois Jones STATE OF Flori COUNTY OF Ca]oosa
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LEXAL DESCRIPrIOO CCHoIDvCIN3 at the concrete nonurrent (1980 FAFB) rrarking the NW corner of the NE ( ~f section 8 lbwnship 2 South Range 24 West Okaloosa Co1lllty Florida run S88-2048E along the north boundacy thereof 62500 feet to a concrete mgtrnnEnt numbered 3501 thence S03deg00 1 181w 20006 feet to a concrete rronurrent mmtered 3501 and the POINI OF BEGINNIIlaquo thence continue S03deg00 1 l811W 6602 feet to a concrete mmUOOlt numbered 3501 thence S88deg2048 11E 113000 feet to a ooncrete nonument mmbered 3501 on the weseerly right-of-way line of the Hill Avenue Extension AKA Freedan-Way thence N07deg1545 11E along said right-of-way line 6632 feet to a concrete rromment nurrbered 3501 thence N88deg2048W 113493 feet to the POINT OF BffiINNING Containing 172 acres nore or less SUbject to easanent of record ittls property is to be used as county maintained road
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to llaue and hi ltlld i 1=
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LFGAL DFSCRIPrION PARCEL B BEGINNING at the concrete monument marking (1980 JilFB) the NW corner of the NE of Section 8 Township 2 South Range 24 West Okaloosa OJunty Florida run S88deg20 14811 E along the north boijndary thereof 62500 feet to a concrete monunent numbered 3501 tBence S03 001 l81W 46000 feet to a concrete monument numbered 3501 thence N88 2048W 62500 feet to a concrete monument num~red 3501 on the west boundary of the aforesaid NE~ of Section 8 thence N03 0018E along said west boindary 46000 feet to the POINT OF BEGINNING Containing 660 acres more or less middot
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EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
ARTICLE 7 PAYMENTS FOR RECYCLABLE MATERIALS
71 COUNTY RECYCLABLE MATERIALS
The CONTRACTOR shall pay the COUNTY revenue for each Ton of Recyclable
Materials delivered by or on behalf of the COUNTY to the Recycling Facility as follows
711 Each month the CONTRACTOR shall calculate the Average Market Value
(AMV) of Recyclable Materials defined as the sum of commodity prices (US
Dollar per Ton) posted on the first week of the month for the Southeast USA in
SecondaryMaterialsPricingcom and SecondaryFiberPricingcom multiplied by
the composition of the Recyclable Materials as defmed in Table 1 Exhibit D
provides an example ofthis calculation
Table 1
Composition ofRecyclable Materials and Market Indexes for Determining AMV
lVIaterial Index Description Percentale Newspaper (ONP) PSI 8 Baled FOB sellers dock 5260 Corrugated Cardboard (OCC) PSI 11 Baled FOB sellers dock 1130 Mixed Paper PSI 1 Baled FOB sellers dock 460 Aseptic Containers NIA 000 Aluminum Cans Aluminum Cans Sorted and Baled Delivered 170 Steel Cans Steel Cans Sorted and Baled Delivered 230 PET PET Baled Picked Up 460 HDPE (Natural) Natural HDPE Baled Picked Uo 090 HDPE (Colored) Colored HDPE Baled Picked Up 180 Clear Glass Flint Delivered 830 Green Glass Green Delivered 450 Brown Glass Amber Delivered 490 Contamination NIA 250
712 Each month the CONTRACTOR shall pay revenue to the COUNTY based on
the AMV equal to the total Tons of Recyclable Materials delivered by or on
behalf of the COUNTY multiplied by the revenue payment in Table 2 The
revenue payment in Column A will be in effect through March 31 2013 and that
in Column B will be in effect after that date If a Mate1ials Recovery Facility
Okaloosa County Transfer Contract_Final Page23 of52
(MRF) is developed by the CONTRACTOR within a 200 mile radius of the
COUNTY prior to March 31 2013 the revenue payment in Column B will go
into effect when such MRF becomes operational
Table 2
Per Ton Revenue Payment to COUNTY Based on AMV
Avera2e Market Value COLUMN A COLUMNB
Low Hi2h
Revenue Payment to COUNTY ($Ton)
until March 31 2013
Revenue Payment to COUNTY($Ton)
after March 31 2013 lt$8001 $9000 $2000 $2000
$9001 $10000 $2000 $2500
$10001 $11000 $2000 $3000 $11001 $12000 $2000 $3500
$12001 $13000 $2500 $4000
$13001 $14000 $3000 $4500 $14001 $15000 $3500 $5000 $15001 $16000 $4000 $5500 $16001 $17000 $4500 $6000
$17001 $18000 $5000 $6500 $18001 $19000 $5500 $7000 $19001 $20000 $6000 $7500
$20001 $21000 $6500 $8000 $21001 $22000 $7000 $8500
$22001 gt$23000 $7500 $9000
713 No later than the fifteenth (15th) Day of each month the CONTRACTOR shall
submit a Monthly Payment Report in a format approved by the Authorized
Representative for the previous calendar month detailing the calculation of each
revenue payment and the total revenue payment due to the COUNTY Said
revenue payment shall be remitted to the COUNTY within thirty (30) Days from
the end of the month for which the payment is being made
714 The CONTRACTOR may request a study to measure the composition of
Recyclable Materials utilized to calculate the AMV pursuant to Paragraph 7 1
Okaloosa County Transfer Contract_Final Page 24 of52
Table I of this Agreement such request being subject to approval by the
COUNTY If approved by the COUNTY the CONTRACTOR and COUNTY
shall jointly develop a methodology and cost estimate to conduct the composition
study The final methodology and selection of the Independent Third Party to
conduct the study must be approved by the Authorized Representative The
parties shall share equally in paying for the cost of the study Study results are
subject to final approval by the Authorized Representative Once approved
adjustments to the composition of Recyclable Materials shall become effective for
the following month and remainder of the term of the Agreement or until further
adjusted in accordance with this article
72 OTHER RECYCLABLE MATERIALS
The CONTRACTOR will remit $20 per Ton of Recyclable Material received at the
Recycling Facility that is not subject to Paragraph 71 with the exception of Recyclable
Materials not generated in Okaloosa County
ARTICLE 8 PERFORMANCE BOND
The CONTRACTOR shall furnish to the COUNTY a performance bond issued by a surety
licensed to do business in the State of Florida for the faithful performance of the Agreement and
all obligations arising hereunder The performance bond shall be made payable in favor of
Okaloosa County Florida or in lieu thereof pay to the COUNTY the sum of $200000000 A
complete bond shall be issued at least thirty (30) Days prior to the Commencement Date of this
Agreement
ARTICLE 9 LIQUIDATED DAMAGES
If the CONTRACTOR does not substantially fulfill its obligations under this Agreement the
COUNTY shall provide written notice to the CONTRACTOR of specific areas of deficiency
Examples of such deficiencies include but are not limited to the following
Okaloosa County Transfer Contract_Final Page 25 of 52
(a) Violation of environmental laws
(b) Inadequate litter control at the Transfer Stations andor the Recycling Facility Adequate
litter control is defined as minimizing litter leaving the site and the collection of off-site
and on-site litter at the end of every business day
(c) Failure to remove Solid Waste from the transfer station tipping floor in accordance with
FRANCHISEEs operating permits
(d) Other conditions created by the CONTRACTOR that could impact public health and
safety and
(e) Poor maintenance of the Transfer Stations and Recycling Facility and equipment
resulting in a poor public image of the facilities
The CONTRACTOR shall initiate reasonable steps to correct these deficiencies within seventyshy
two (72) hours of written notice If the CONTRACTOR does not initiate reasonable steps within
seventy-two (72) hours the COUNTY may at its discretion impose liquidated damages of $500
per Day until deficiencies are satisfactorily con-ected as determined by the COUNTY If the
CONTRACTOR has not con-ected these deficiencies within thirty (30) Days of receipt of written
notice the CONTRACTOR will be considered in default of the Agreement and the COUNTY
may terminate this Agreement and recover damages in the full amount of the performance bond
The COUNTY may assess liquidated damages pursuant to this Aliicle on a monthly basis and
shall at the end of each month notify the CONTRACTOR in writing of the liquidated damages
assessed and the basis for each assessment In the event the CONTRACTOR wishes to contest
such assessment(s) the CONTRACTOR shall within five (5) Days after receiving such notice
request in writing an opportunity to be heaimiddotd by the Board and present its defense to such
assessment(s)
The COUNTYs Authorized Representative shall notify the CONTRACTOR in writing of any
action taken with respect to CONTRACTORs claims and the decision of the Board will be final
Okaloosa County Transfer Contract_Final Page 26 of 52
ARTICLE 10 DEFAULT AND TERMINATION
The COUNTY may terminate this Agreement except as otherwise provided below in this
paragraph by giving CONTRACTOR fifteen (15) Days advance written notice upon the
happening of any one of the following events
(a) The CONTRACTOR fails to remedy deficiencies as noted in Article 9 within
thirty (30) Days of receipt ofwritten notice by the COUNTY
(b) The CONTRACTOR takes the benefit of any present or future insolvency statute
or shall make a general assigmnent for the benefit of creditors or file a voluntary
petition in bankruptcy or a petition or answer seeking readjustment of its
indebtedness under the Federal United States or any state thereof or consent to
the appointment or a receiver trustee or liquidator of all or substantially all of its
property or
(c) By order or decree of a court the CONTRACTOR shall be adjudged bankrupt or
an order shall be made approving a petition filed by any of its creditors or by any
of the Stockholders of the CONTRACTOR seeking its reorganization or the
readjustment of its indebtedness under federal bankrnptcy laws or under any law
of statute of the United States or of any state thereof provided that if any such
judgment is stayed or vacated within sixty ( 60) Days after the entry thereof any
notice of cancellation shall be and become null void and of no effect or
(d) By or pursuant to or under authority of any legislative act resolution or rule or
any order or decree of any cornt or government board agency or office having
jurisdiction a receiver trustee or liquidator shall take possession or control of all
or substantially all of the property of the CONTRACTOR and such possession of
control shall continue in effect for a period of sixty ( 60) Days or
(e) The CONTRACTOR shall voluntarily abandon desert or discontinue its
operation hereunder granted
Okaloosa County Transfer Contract_Final Page 27 of52
Then such shall be considered a material breach of this Agreement and the Authorized
Representative shall notify the CONTRACTOR in writing of the breach If within a period of
fifteen (15) Days the CONTRACTOR has not eliminated the conditions considered to be a
breach of contract or having so co=enced shall fail thereafter to continue with diligence the
cming thereof the Authorized Representative shall notify the Board
After these fifteen (15) Days the COUNTY can cause the CONTRACTOR to be obligated to pay
the COUNTY the amount specified in the bond and has the authority to terminate this
Agreement
ARTICLE 11 INSURANCE
111 CONTRACTORS INSURANCE
1111 The CONTRACTOR shall not co=ence any work in connection with this
Agreement until he has obtained all required insurance and such insurance has
been approved by the Okaloosa County Risk Management Director
1112 All insurance policies shall be with insurers licensed to do business in the State of
Florida and any insuring company is required to have a rnininimn rating of A
Class X in the Best Key Rating Guide published A M Best amp Co Inc
1113 All insurance shall include the interest of all entities names in and its respective
agents consultants servants and employees of each and all other interests as may
be reasonably required by Okaloosa County as Additional Insured The coverage
afforded the Additional Insured under this policy shall be primary insurance If
the Additional Insured have other insurance that is applicable to the loss such
other insurance shall be on an excess or contingent basis The amount of the
companys liability under this policy shall not be reduced by the existence of such
other insurance
Okaloosa County Transfer Contract_Final Page 28 of 52
1114 The County of Okaloosa shall be listed as Additional Insured by policy
endorsement on all insurance contracts applicable to this Agreement except
Workers Compensation and Professional Liability
1115 The County of Okaloosa shall be furnished proof of coverage by certificates of
insurance (COI) and endorsements for every applicable insurance contract
required by this Agreement The COI s and policy endorsements must be
delivered to the Autho1ized Representative not less than ten (10) Days prior to the
commencement of any and all contractual agreements between the County of
Okaloosa and the CONTRACTOR
1116 The COUNTY shall retain the right to reject all insurance contracts that do not
meet the requirement of this Agreement Further the COUNTY reserves the right
to change these insurance requirements with 60-Day notice to the
CONTRACTOR
1117 The insurance definition of Insured or Additional Insured shall include
Subcontractors Sub-subcontractors and any associated or subsidiary companies
of the CONTRACTOR which are involved and which is a part of the contract
1118 The COUNTY reserves the right at any time to require the CONTRACTOR to
provide certified copies of any insurance policies to document the insurance
coverage specified in this Agreement
1119 The designation of CONTRACTOR shall include any associated or subsidiary
company which is involved and is a part of the contract and such if any
associated or subsidiary company involved in the project must be named in the
Workers Compensation coverage
111IOAll policies shall be written so that the COUNTY will be notified of cancellation
or restrictive amendments at least thirty (30) Days prior to the effective date of
such cancellation or amendment Such notice shall be given directly to the
Authorized Representative
Okaloosa County Transfer Contract_Final Page 29 of 52
112 WORKERS COMPENSATION INSURANCE
1121 The CONTRACTOR shall secure and maintain during the life of this agreement
Workers Compensation insurance for all of his employees employed for the
project or any site connected with the work including supervision administration
or management of this project and in case any work is sublet with the approval
of the County of Okaloosa the CONTRACTOR shall require the Subcontractor
similarly to provide Workers Compensation insurance for all employees
employed at the site of the project and such evidence of insurance shall be
furnished the County of Okaloosa not less than ten (10) Days prior to the
conunencement of any and all subcontractual agreements which have been
approved by the County of Okaloosa
1122 Such insurance shall comply with the Florida Workers Compensation Law
1123 No class of employee including the CONTRACTOR himself shall be excluded
from the Workers Compensation insurance coverage The Workers
Compensation insurance shall also include Employers Liability coverage
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE
1131 The CONTRACTOR shall maintain Business Automobile Liability insurance
coverage throughout the life of this Agreement The insurance shall include
Owned Non-owned amp Hired Motor Vehicle coverage
1132 The CONTRACTOR shall carry other Conunercial General Liability insurance
against all other Bodily Injury Property Damage and Personal and Advertising
Injury exposures The coverage shall include both On- and Off-Premises
Operations Contractual Liability Board Form Property Damage and
Professional Liability
1133 All liability insurance ( other than Professional Liability) shall be written on an
occurrence basis and shall not be written on a claim-made basis If the insurance
Okaloosa County Transfer Contract~Final Page 30 of 52
is issued with an aggregate limit of liability the aggregate limit of liability shall
apply only to the locations included in this Agreement If as the result of any
claims or other reasons the available limits of insurance reduce to less than those
stated in the Limits of Liability the CONTRACTOR shall notify the Authorized
Representative in writing The CONTRACTOR shall purchase additional liability
insurance to maintain the requirements established in this Agreement Umbrella
or Excess Liability insurance can be purchased to meet the Limits of Liability
specified in this Agreement
1134 Commercial General Liability coverage shall be endorsed to include the
following
Premises - Operation Liability
Occurrence Bodily Injmy and Property Damage Liability
Independent CONTRACTORs Liability
Completed Operations and Products Liability
1135 CONTRACTOR shall agree to keep in continuous force Commercial General
Liability coverage including Completed Operations and Products Liability for two
(2) years beyond acceptance ofproject
114 LIMITS OF LIABILITY
The insurance required shall be written for not less than the following or greater if
required by law and shall include Employers liability with limits as prescribed in this
contract
LIMIT
A Workers Compensation
(1) State Statut01y
(2) Employers Liability $1000000 each accident
B Business Automobile amp Commercial $1000000 each occurrence
General Liability Insurance (A combined single limit)
C Personal and Adve1tising Injury $250000
D Pollution Liability $10000000 each occurrence
Okaloosa County Transfer Contract_Final Page 31 of 52
115 NOTICE OF CLAIMS AND LITIGATION
The CONTRACTOR agrees to report any incident or claim that results from performance
of this Agreement The COUNTY representative shall receive written notice in the form
of a detailed written repmi describing the incident or claim within ten ( 10) Days of the
CONTRACTORs knowledge In the event such incident or claim involves injury andor
property damage to a third party verbal notification shall be given the same Day the
CONTRACTOR becomes aware of the incident or claim followed by a written detailed
report within ten (10) Days of verbal notification
116 INDEMNIFICATION AND HOLD HARMLESS
To the fullest extent permitted by law CONTRACTOR shall indemnify and hold
harmless COUNTY its officers and employees from liabilities damages losses and
Costs including but not limited to reasonable attorney fees to the extent caused by the
negligence recklessness or intentional wrongful conduct of the CONTRACTOR and
other persons employed or utilized by the CONTRACTOR in the performance of this
contract
117 CERTIFICATES OF INSURANCE
1171 Certificates of insurance in duplicate indicating the job site and evidencing all
required coverage must be submitted to and approved by Okaloosa County prior
to the commencement of any of the work The certificate holder(s) shall be as
follows
Okaloosa County
602-C No1ih Pearl Street
Crestview Florida 32536
1172 All policies shall expressly require thirty (30) Days written notice to Okaloosa
County at the address set out above or the cancellations of material alterations of
such policies and the Certificates of Insurance shall so provide
Okaloosa County Transfer Contract_Final Page32 of52
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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LEXAL DESCRIPrIOO CCHoIDvCIN3 at the concrete nonurrent (1980 FAFB) rrarking the NW corner of the NE ( ~f section 8 lbwnship 2 South Range 24 West Okaloosa Co1lllty Florida run S88-2048E along the north boundacy thereof 62500 feet to a concrete mgtrnnEnt numbered 3501 thence S03deg00 1 181w 20006 feet to a concrete rronurrent mmtered 3501 and the POINI OF BEGINNIIlaquo thence continue S03deg00 1 l811W 6602 feet to a concrete mmUOOlt numbered 3501 thence S88deg2048 11E 113000 feet to a ooncrete nonument mmbered 3501 on the weseerly right-of-way line of the Hill Avenue Extension AKA Freedan-Way thence N07deg1545 11E along said right-of-way line 6632 feet to a concrete rromment nurrbered 3501 thence N88deg2048W 113493 feet to the POINT OF BffiINNING Containing 172 acres nore or less SUbject to easanent of record ittls property is to be used as county maintained road
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LFGAL DFSCRIPrION PARCEL B BEGINNING at the concrete monument marking (1980 JilFB) the NW corner of the NE of Section 8 Township 2 South Range 24 West Okaloosa OJunty Florida run S88deg20 14811 E along the north boijndary thereof 62500 feet to a concrete monunent numbered 3501 tBence S03 001 l81W 46000 feet to a concrete monument numbered 3501 thence N88 2048W 62500 feet to a concrete monument num~red 3501 on the west boundary of the aforesaid NE~ of Section 8 thence N03 0018E along said west boindary 46000 feet to the POINT OF BEGINNING Containing 660 acres more or less middot
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and duat old land t Ne ol cU encwnLroncu FLORIDA DOCUMENTARY STAMP TAX REQUIRED BY LAW IN THE AMOUNT OF IJVe(Sdeg1AS BEEN P bull NEWMAN C BR CKIN CLERK OKAL COU TY B DC
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I HERampBY CERTIFY thn on thibull dar bdou me an officer dulr authoriud in 1hc Stilt aforuald and in the County alorruid to ukc ucknowlrd~mn11 pcnonbullllr appnrtd
John w Minger Exec Vice Pres Northgate Developnent Ompany Inc
RCD1 OCT 23 1989 NEWMAN C BRACKIN
FILElt 1058478 OKALOOSA COUNTYFL0R1DA
r Waste Management Inc of Florida
w~o11 poatollH addra U 500 Cypress Creek Road West Suite 300 Fort Lauderdale Florida 33309
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-
EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
(MRF) is developed by the CONTRACTOR within a 200 mile radius of the
COUNTY prior to March 31 2013 the revenue payment in Column B will go
into effect when such MRF becomes operational
Table 2
Per Ton Revenue Payment to COUNTY Based on AMV
Avera2e Market Value COLUMN A COLUMNB
Low Hi2h
Revenue Payment to COUNTY ($Ton)
until March 31 2013
Revenue Payment to COUNTY($Ton)
after March 31 2013 lt$8001 $9000 $2000 $2000
$9001 $10000 $2000 $2500
$10001 $11000 $2000 $3000 $11001 $12000 $2000 $3500
$12001 $13000 $2500 $4000
$13001 $14000 $3000 $4500 $14001 $15000 $3500 $5000 $15001 $16000 $4000 $5500 $16001 $17000 $4500 $6000
$17001 $18000 $5000 $6500 $18001 $19000 $5500 $7000 $19001 $20000 $6000 $7500
$20001 $21000 $6500 $8000 $21001 $22000 $7000 $8500
$22001 gt$23000 $7500 $9000
713 No later than the fifteenth (15th) Day of each month the CONTRACTOR shall
submit a Monthly Payment Report in a format approved by the Authorized
Representative for the previous calendar month detailing the calculation of each
revenue payment and the total revenue payment due to the COUNTY Said
revenue payment shall be remitted to the COUNTY within thirty (30) Days from
the end of the month for which the payment is being made
714 The CONTRACTOR may request a study to measure the composition of
Recyclable Materials utilized to calculate the AMV pursuant to Paragraph 7 1
Okaloosa County Transfer Contract_Final Page 24 of52
Table I of this Agreement such request being subject to approval by the
COUNTY If approved by the COUNTY the CONTRACTOR and COUNTY
shall jointly develop a methodology and cost estimate to conduct the composition
study The final methodology and selection of the Independent Third Party to
conduct the study must be approved by the Authorized Representative The
parties shall share equally in paying for the cost of the study Study results are
subject to final approval by the Authorized Representative Once approved
adjustments to the composition of Recyclable Materials shall become effective for
the following month and remainder of the term of the Agreement or until further
adjusted in accordance with this article
72 OTHER RECYCLABLE MATERIALS
The CONTRACTOR will remit $20 per Ton of Recyclable Material received at the
Recycling Facility that is not subject to Paragraph 71 with the exception of Recyclable
Materials not generated in Okaloosa County
ARTICLE 8 PERFORMANCE BOND
The CONTRACTOR shall furnish to the COUNTY a performance bond issued by a surety
licensed to do business in the State of Florida for the faithful performance of the Agreement and
all obligations arising hereunder The performance bond shall be made payable in favor of
Okaloosa County Florida or in lieu thereof pay to the COUNTY the sum of $200000000 A
complete bond shall be issued at least thirty (30) Days prior to the Commencement Date of this
Agreement
ARTICLE 9 LIQUIDATED DAMAGES
If the CONTRACTOR does not substantially fulfill its obligations under this Agreement the
COUNTY shall provide written notice to the CONTRACTOR of specific areas of deficiency
Examples of such deficiencies include but are not limited to the following
Okaloosa County Transfer Contract_Final Page 25 of 52
(a) Violation of environmental laws
(b) Inadequate litter control at the Transfer Stations andor the Recycling Facility Adequate
litter control is defined as minimizing litter leaving the site and the collection of off-site
and on-site litter at the end of every business day
(c) Failure to remove Solid Waste from the transfer station tipping floor in accordance with
FRANCHISEEs operating permits
(d) Other conditions created by the CONTRACTOR that could impact public health and
safety and
(e) Poor maintenance of the Transfer Stations and Recycling Facility and equipment
resulting in a poor public image of the facilities
The CONTRACTOR shall initiate reasonable steps to correct these deficiencies within seventyshy
two (72) hours of written notice If the CONTRACTOR does not initiate reasonable steps within
seventy-two (72) hours the COUNTY may at its discretion impose liquidated damages of $500
per Day until deficiencies are satisfactorily con-ected as determined by the COUNTY If the
CONTRACTOR has not con-ected these deficiencies within thirty (30) Days of receipt of written
notice the CONTRACTOR will be considered in default of the Agreement and the COUNTY
may terminate this Agreement and recover damages in the full amount of the performance bond
The COUNTY may assess liquidated damages pursuant to this Aliicle on a monthly basis and
shall at the end of each month notify the CONTRACTOR in writing of the liquidated damages
assessed and the basis for each assessment In the event the CONTRACTOR wishes to contest
such assessment(s) the CONTRACTOR shall within five (5) Days after receiving such notice
request in writing an opportunity to be heaimiddotd by the Board and present its defense to such
assessment(s)
The COUNTYs Authorized Representative shall notify the CONTRACTOR in writing of any
action taken with respect to CONTRACTORs claims and the decision of the Board will be final
Okaloosa County Transfer Contract_Final Page 26 of 52
ARTICLE 10 DEFAULT AND TERMINATION
The COUNTY may terminate this Agreement except as otherwise provided below in this
paragraph by giving CONTRACTOR fifteen (15) Days advance written notice upon the
happening of any one of the following events
(a) The CONTRACTOR fails to remedy deficiencies as noted in Article 9 within
thirty (30) Days of receipt ofwritten notice by the COUNTY
(b) The CONTRACTOR takes the benefit of any present or future insolvency statute
or shall make a general assigmnent for the benefit of creditors or file a voluntary
petition in bankruptcy or a petition or answer seeking readjustment of its
indebtedness under the Federal United States or any state thereof or consent to
the appointment or a receiver trustee or liquidator of all or substantially all of its
property or
(c) By order or decree of a court the CONTRACTOR shall be adjudged bankrupt or
an order shall be made approving a petition filed by any of its creditors or by any
of the Stockholders of the CONTRACTOR seeking its reorganization or the
readjustment of its indebtedness under federal bankrnptcy laws or under any law
of statute of the United States or of any state thereof provided that if any such
judgment is stayed or vacated within sixty ( 60) Days after the entry thereof any
notice of cancellation shall be and become null void and of no effect or
(d) By or pursuant to or under authority of any legislative act resolution or rule or
any order or decree of any cornt or government board agency or office having
jurisdiction a receiver trustee or liquidator shall take possession or control of all
or substantially all of the property of the CONTRACTOR and such possession of
control shall continue in effect for a period of sixty ( 60) Days or
(e) The CONTRACTOR shall voluntarily abandon desert or discontinue its
operation hereunder granted
Okaloosa County Transfer Contract_Final Page 27 of52
Then such shall be considered a material breach of this Agreement and the Authorized
Representative shall notify the CONTRACTOR in writing of the breach If within a period of
fifteen (15) Days the CONTRACTOR has not eliminated the conditions considered to be a
breach of contract or having so co=enced shall fail thereafter to continue with diligence the
cming thereof the Authorized Representative shall notify the Board
After these fifteen (15) Days the COUNTY can cause the CONTRACTOR to be obligated to pay
the COUNTY the amount specified in the bond and has the authority to terminate this
Agreement
ARTICLE 11 INSURANCE
111 CONTRACTORS INSURANCE
1111 The CONTRACTOR shall not co=ence any work in connection with this
Agreement until he has obtained all required insurance and such insurance has
been approved by the Okaloosa County Risk Management Director
1112 All insurance policies shall be with insurers licensed to do business in the State of
Florida and any insuring company is required to have a rnininimn rating of A
Class X in the Best Key Rating Guide published A M Best amp Co Inc
1113 All insurance shall include the interest of all entities names in and its respective
agents consultants servants and employees of each and all other interests as may
be reasonably required by Okaloosa County as Additional Insured The coverage
afforded the Additional Insured under this policy shall be primary insurance If
the Additional Insured have other insurance that is applicable to the loss such
other insurance shall be on an excess or contingent basis The amount of the
companys liability under this policy shall not be reduced by the existence of such
other insurance
Okaloosa County Transfer Contract_Final Page 28 of 52
1114 The County of Okaloosa shall be listed as Additional Insured by policy
endorsement on all insurance contracts applicable to this Agreement except
Workers Compensation and Professional Liability
1115 The County of Okaloosa shall be furnished proof of coverage by certificates of
insurance (COI) and endorsements for every applicable insurance contract
required by this Agreement The COI s and policy endorsements must be
delivered to the Autho1ized Representative not less than ten (10) Days prior to the
commencement of any and all contractual agreements between the County of
Okaloosa and the CONTRACTOR
1116 The COUNTY shall retain the right to reject all insurance contracts that do not
meet the requirement of this Agreement Further the COUNTY reserves the right
to change these insurance requirements with 60-Day notice to the
CONTRACTOR
1117 The insurance definition of Insured or Additional Insured shall include
Subcontractors Sub-subcontractors and any associated or subsidiary companies
of the CONTRACTOR which are involved and which is a part of the contract
1118 The COUNTY reserves the right at any time to require the CONTRACTOR to
provide certified copies of any insurance policies to document the insurance
coverage specified in this Agreement
1119 The designation of CONTRACTOR shall include any associated or subsidiary
company which is involved and is a part of the contract and such if any
associated or subsidiary company involved in the project must be named in the
Workers Compensation coverage
111IOAll policies shall be written so that the COUNTY will be notified of cancellation
or restrictive amendments at least thirty (30) Days prior to the effective date of
such cancellation or amendment Such notice shall be given directly to the
Authorized Representative
Okaloosa County Transfer Contract_Final Page 29 of 52
112 WORKERS COMPENSATION INSURANCE
1121 The CONTRACTOR shall secure and maintain during the life of this agreement
Workers Compensation insurance for all of his employees employed for the
project or any site connected with the work including supervision administration
or management of this project and in case any work is sublet with the approval
of the County of Okaloosa the CONTRACTOR shall require the Subcontractor
similarly to provide Workers Compensation insurance for all employees
employed at the site of the project and such evidence of insurance shall be
furnished the County of Okaloosa not less than ten (10) Days prior to the
conunencement of any and all subcontractual agreements which have been
approved by the County of Okaloosa
1122 Such insurance shall comply with the Florida Workers Compensation Law
1123 No class of employee including the CONTRACTOR himself shall be excluded
from the Workers Compensation insurance coverage The Workers
Compensation insurance shall also include Employers Liability coverage
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE
1131 The CONTRACTOR shall maintain Business Automobile Liability insurance
coverage throughout the life of this Agreement The insurance shall include
Owned Non-owned amp Hired Motor Vehicle coverage
1132 The CONTRACTOR shall carry other Conunercial General Liability insurance
against all other Bodily Injury Property Damage and Personal and Advertising
Injury exposures The coverage shall include both On- and Off-Premises
Operations Contractual Liability Board Form Property Damage and
Professional Liability
1133 All liability insurance ( other than Professional Liability) shall be written on an
occurrence basis and shall not be written on a claim-made basis If the insurance
Okaloosa County Transfer Contract~Final Page 30 of 52
is issued with an aggregate limit of liability the aggregate limit of liability shall
apply only to the locations included in this Agreement If as the result of any
claims or other reasons the available limits of insurance reduce to less than those
stated in the Limits of Liability the CONTRACTOR shall notify the Authorized
Representative in writing The CONTRACTOR shall purchase additional liability
insurance to maintain the requirements established in this Agreement Umbrella
or Excess Liability insurance can be purchased to meet the Limits of Liability
specified in this Agreement
1134 Commercial General Liability coverage shall be endorsed to include the
following
Premises - Operation Liability
Occurrence Bodily Injmy and Property Damage Liability
Independent CONTRACTORs Liability
Completed Operations and Products Liability
1135 CONTRACTOR shall agree to keep in continuous force Commercial General
Liability coverage including Completed Operations and Products Liability for two
(2) years beyond acceptance ofproject
114 LIMITS OF LIABILITY
The insurance required shall be written for not less than the following or greater if
required by law and shall include Employers liability with limits as prescribed in this
contract
LIMIT
A Workers Compensation
(1) State Statut01y
(2) Employers Liability $1000000 each accident
B Business Automobile amp Commercial $1000000 each occurrence
General Liability Insurance (A combined single limit)
C Personal and Adve1tising Injury $250000
D Pollution Liability $10000000 each occurrence
Okaloosa County Transfer Contract_Final Page 31 of 52
115 NOTICE OF CLAIMS AND LITIGATION
The CONTRACTOR agrees to report any incident or claim that results from performance
of this Agreement The COUNTY representative shall receive written notice in the form
of a detailed written repmi describing the incident or claim within ten ( 10) Days of the
CONTRACTORs knowledge In the event such incident or claim involves injury andor
property damage to a third party verbal notification shall be given the same Day the
CONTRACTOR becomes aware of the incident or claim followed by a written detailed
report within ten (10) Days of verbal notification
116 INDEMNIFICATION AND HOLD HARMLESS
To the fullest extent permitted by law CONTRACTOR shall indemnify and hold
harmless COUNTY its officers and employees from liabilities damages losses and
Costs including but not limited to reasonable attorney fees to the extent caused by the
negligence recklessness or intentional wrongful conduct of the CONTRACTOR and
other persons employed or utilized by the CONTRACTOR in the performance of this
contract
117 CERTIFICATES OF INSURANCE
1171 Certificates of insurance in duplicate indicating the job site and evidencing all
required coverage must be submitted to and approved by Okaloosa County prior
to the commencement of any of the work The certificate holder(s) shall be as
follows
Okaloosa County
602-C No1ih Pearl Street
Crestview Florida 32536
1172 All policies shall expressly require thirty (30) Days written notice to Okaloosa
County at the address set out above or the cancellations of material alterations of
such policies and the Certificates of Insurance shall so provide
Okaloosa County Transfer Contract_Final Page32 of52
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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LEXAL DESCRIPrIOO CCHoIDvCIN3 at the concrete nonurrent (1980 FAFB) rrarking the NW corner of the NE ( ~f section 8 lbwnship 2 South Range 24 West Okaloosa Co1lllty Florida run S88-2048E along the north boundacy thereof 62500 feet to a concrete mgtrnnEnt numbered 3501 thence S03deg00 1 181w 20006 feet to a concrete rronurrent mmtered 3501 and the POINI OF BEGINNIIlaquo thence continue S03deg00 1 l811W 6602 feet to a concrete mmUOOlt numbered 3501 thence S88deg2048 11E 113000 feet to a ooncrete nonument mmbered 3501 on the weseerly right-of-way line of the Hill Avenue Extension AKA Freedan-Way thence N07deg1545 11E along said right-of-way line 6632 feet to a concrete rromment nurrbered 3501 thence N88deg2048W 113493 feet to the POINT OF BffiINNING Containing 172 acres nore or less SUbject to easanent of record ittls property is to be used as county maintained road
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to llaue and hi ltlld i 1=
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LFGAL DFSCRIPrION PARCEL B BEGINNING at the concrete monument marking (1980 JilFB) the NW corner of the NE of Section 8 Township 2 South Range 24 West Okaloosa OJunty Florida run S88deg20 14811 E along the north boijndary thereof 62500 feet to a concrete monunent numbered 3501 tBence S03 001 l81W 46000 feet to a concrete monument numbered 3501 thence N88 2048W 62500 feet to a concrete monument num~red 3501 on the west boundary of the aforesaid NE~ of Section 8 thence N03 0018E along said west boindary 46000 feet to the POINT OF BEGINNING Containing 660 acres more or less middot
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EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
Table I of this Agreement such request being subject to approval by the
COUNTY If approved by the COUNTY the CONTRACTOR and COUNTY
shall jointly develop a methodology and cost estimate to conduct the composition
study The final methodology and selection of the Independent Third Party to
conduct the study must be approved by the Authorized Representative The
parties shall share equally in paying for the cost of the study Study results are
subject to final approval by the Authorized Representative Once approved
adjustments to the composition of Recyclable Materials shall become effective for
the following month and remainder of the term of the Agreement or until further
adjusted in accordance with this article
72 OTHER RECYCLABLE MATERIALS
The CONTRACTOR will remit $20 per Ton of Recyclable Material received at the
Recycling Facility that is not subject to Paragraph 71 with the exception of Recyclable
Materials not generated in Okaloosa County
ARTICLE 8 PERFORMANCE BOND
The CONTRACTOR shall furnish to the COUNTY a performance bond issued by a surety
licensed to do business in the State of Florida for the faithful performance of the Agreement and
all obligations arising hereunder The performance bond shall be made payable in favor of
Okaloosa County Florida or in lieu thereof pay to the COUNTY the sum of $200000000 A
complete bond shall be issued at least thirty (30) Days prior to the Commencement Date of this
Agreement
ARTICLE 9 LIQUIDATED DAMAGES
If the CONTRACTOR does not substantially fulfill its obligations under this Agreement the
COUNTY shall provide written notice to the CONTRACTOR of specific areas of deficiency
Examples of such deficiencies include but are not limited to the following
Okaloosa County Transfer Contract_Final Page 25 of 52
(a) Violation of environmental laws
(b) Inadequate litter control at the Transfer Stations andor the Recycling Facility Adequate
litter control is defined as minimizing litter leaving the site and the collection of off-site
and on-site litter at the end of every business day
(c) Failure to remove Solid Waste from the transfer station tipping floor in accordance with
FRANCHISEEs operating permits
(d) Other conditions created by the CONTRACTOR that could impact public health and
safety and
(e) Poor maintenance of the Transfer Stations and Recycling Facility and equipment
resulting in a poor public image of the facilities
The CONTRACTOR shall initiate reasonable steps to correct these deficiencies within seventyshy
two (72) hours of written notice If the CONTRACTOR does not initiate reasonable steps within
seventy-two (72) hours the COUNTY may at its discretion impose liquidated damages of $500
per Day until deficiencies are satisfactorily con-ected as determined by the COUNTY If the
CONTRACTOR has not con-ected these deficiencies within thirty (30) Days of receipt of written
notice the CONTRACTOR will be considered in default of the Agreement and the COUNTY
may terminate this Agreement and recover damages in the full amount of the performance bond
The COUNTY may assess liquidated damages pursuant to this Aliicle on a monthly basis and
shall at the end of each month notify the CONTRACTOR in writing of the liquidated damages
assessed and the basis for each assessment In the event the CONTRACTOR wishes to contest
such assessment(s) the CONTRACTOR shall within five (5) Days after receiving such notice
request in writing an opportunity to be heaimiddotd by the Board and present its defense to such
assessment(s)
The COUNTYs Authorized Representative shall notify the CONTRACTOR in writing of any
action taken with respect to CONTRACTORs claims and the decision of the Board will be final
Okaloosa County Transfer Contract_Final Page 26 of 52
ARTICLE 10 DEFAULT AND TERMINATION
The COUNTY may terminate this Agreement except as otherwise provided below in this
paragraph by giving CONTRACTOR fifteen (15) Days advance written notice upon the
happening of any one of the following events
(a) The CONTRACTOR fails to remedy deficiencies as noted in Article 9 within
thirty (30) Days of receipt ofwritten notice by the COUNTY
(b) The CONTRACTOR takes the benefit of any present or future insolvency statute
or shall make a general assigmnent for the benefit of creditors or file a voluntary
petition in bankruptcy or a petition or answer seeking readjustment of its
indebtedness under the Federal United States or any state thereof or consent to
the appointment or a receiver trustee or liquidator of all or substantially all of its
property or
(c) By order or decree of a court the CONTRACTOR shall be adjudged bankrupt or
an order shall be made approving a petition filed by any of its creditors or by any
of the Stockholders of the CONTRACTOR seeking its reorganization or the
readjustment of its indebtedness under federal bankrnptcy laws or under any law
of statute of the United States or of any state thereof provided that if any such
judgment is stayed or vacated within sixty ( 60) Days after the entry thereof any
notice of cancellation shall be and become null void and of no effect or
(d) By or pursuant to or under authority of any legislative act resolution or rule or
any order or decree of any cornt or government board agency or office having
jurisdiction a receiver trustee or liquidator shall take possession or control of all
or substantially all of the property of the CONTRACTOR and such possession of
control shall continue in effect for a period of sixty ( 60) Days or
(e) The CONTRACTOR shall voluntarily abandon desert or discontinue its
operation hereunder granted
Okaloosa County Transfer Contract_Final Page 27 of52
Then such shall be considered a material breach of this Agreement and the Authorized
Representative shall notify the CONTRACTOR in writing of the breach If within a period of
fifteen (15) Days the CONTRACTOR has not eliminated the conditions considered to be a
breach of contract or having so co=enced shall fail thereafter to continue with diligence the
cming thereof the Authorized Representative shall notify the Board
After these fifteen (15) Days the COUNTY can cause the CONTRACTOR to be obligated to pay
the COUNTY the amount specified in the bond and has the authority to terminate this
Agreement
ARTICLE 11 INSURANCE
111 CONTRACTORS INSURANCE
1111 The CONTRACTOR shall not co=ence any work in connection with this
Agreement until he has obtained all required insurance and such insurance has
been approved by the Okaloosa County Risk Management Director
1112 All insurance policies shall be with insurers licensed to do business in the State of
Florida and any insuring company is required to have a rnininimn rating of A
Class X in the Best Key Rating Guide published A M Best amp Co Inc
1113 All insurance shall include the interest of all entities names in and its respective
agents consultants servants and employees of each and all other interests as may
be reasonably required by Okaloosa County as Additional Insured The coverage
afforded the Additional Insured under this policy shall be primary insurance If
the Additional Insured have other insurance that is applicable to the loss such
other insurance shall be on an excess or contingent basis The amount of the
companys liability under this policy shall not be reduced by the existence of such
other insurance
Okaloosa County Transfer Contract_Final Page 28 of 52
1114 The County of Okaloosa shall be listed as Additional Insured by policy
endorsement on all insurance contracts applicable to this Agreement except
Workers Compensation and Professional Liability
1115 The County of Okaloosa shall be furnished proof of coverage by certificates of
insurance (COI) and endorsements for every applicable insurance contract
required by this Agreement The COI s and policy endorsements must be
delivered to the Autho1ized Representative not less than ten (10) Days prior to the
commencement of any and all contractual agreements between the County of
Okaloosa and the CONTRACTOR
1116 The COUNTY shall retain the right to reject all insurance contracts that do not
meet the requirement of this Agreement Further the COUNTY reserves the right
to change these insurance requirements with 60-Day notice to the
CONTRACTOR
1117 The insurance definition of Insured or Additional Insured shall include
Subcontractors Sub-subcontractors and any associated or subsidiary companies
of the CONTRACTOR which are involved and which is a part of the contract
1118 The COUNTY reserves the right at any time to require the CONTRACTOR to
provide certified copies of any insurance policies to document the insurance
coverage specified in this Agreement
1119 The designation of CONTRACTOR shall include any associated or subsidiary
company which is involved and is a part of the contract and such if any
associated or subsidiary company involved in the project must be named in the
Workers Compensation coverage
111IOAll policies shall be written so that the COUNTY will be notified of cancellation
or restrictive amendments at least thirty (30) Days prior to the effective date of
such cancellation or amendment Such notice shall be given directly to the
Authorized Representative
Okaloosa County Transfer Contract_Final Page 29 of 52
112 WORKERS COMPENSATION INSURANCE
1121 The CONTRACTOR shall secure and maintain during the life of this agreement
Workers Compensation insurance for all of his employees employed for the
project or any site connected with the work including supervision administration
or management of this project and in case any work is sublet with the approval
of the County of Okaloosa the CONTRACTOR shall require the Subcontractor
similarly to provide Workers Compensation insurance for all employees
employed at the site of the project and such evidence of insurance shall be
furnished the County of Okaloosa not less than ten (10) Days prior to the
conunencement of any and all subcontractual agreements which have been
approved by the County of Okaloosa
1122 Such insurance shall comply with the Florida Workers Compensation Law
1123 No class of employee including the CONTRACTOR himself shall be excluded
from the Workers Compensation insurance coverage The Workers
Compensation insurance shall also include Employers Liability coverage
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE
1131 The CONTRACTOR shall maintain Business Automobile Liability insurance
coverage throughout the life of this Agreement The insurance shall include
Owned Non-owned amp Hired Motor Vehicle coverage
1132 The CONTRACTOR shall carry other Conunercial General Liability insurance
against all other Bodily Injury Property Damage and Personal and Advertising
Injury exposures The coverage shall include both On- and Off-Premises
Operations Contractual Liability Board Form Property Damage and
Professional Liability
1133 All liability insurance ( other than Professional Liability) shall be written on an
occurrence basis and shall not be written on a claim-made basis If the insurance
Okaloosa County Transfer Contract~Final Page 30 of 52
is issued with an aggregate limit of liability the aggregate limit of liability shall
apply only to the locations included in this Agreement If as the result of any
claims or other reasons the available limits of insurance reduce to less than those
stated in the Limits of Liability the CONTRACTOR shall notify the Authorized
Representative in writing The CONTRACTOR shall purchase additional liability
insurance to maintain the requirements established in this Agreement Umbrella
or Excess Liability insurance can be purchased to meet the Limits of Liability
specified in this Agreement
1134 Commercial General Liability coverage shall be endorsed to include the
following
Premises - Operation Liability
Occurrence Bodily Injmy and Property Damage Liability
Independent CONTRACTORs Liability
Completed Operations and Products Liability
1135 CONTRACTOR shall agree to keep in continuous force Commercial General
Liability coverage including Completed Operations and Products Liability for two
(2) years beyond acceptance ofproject
114 LIMITS OF LIABILITY
The insurance required shall be written for not less than the following or greater if
required by law and shall include Employers liability with limits as prescribed in this
contract
LIMIT
A Workers Compensation
(1) State Statut01y
(2) Employers Liability $1000000 each accident
B Business Automobile amp Commercial $1000000 each occurrence
General Liability Insurance (A combined single limit)
C Personal and Adve1tising Injury $250000
D Pollution Liability $10000000 each occurrence
Okaloosa County Transfer Contract_Final Page 31 of 52
115 NOTICE OF CLAIMS AND LITIGATION
The CONTRACTOR agrees to report any incident or claim that results from performance
of this Agreement The COUNTY representative shall receive written notice in the form
of a detailed written repmi describing the incident or claim within ten ( 10) Days of the
CONTRACTORs knowledge In the event such incident or claim involves injury andor
property damage to a third party verbal notification shall be given the same Day the
CONTRACTOR becomes aware of the incident or claim followed by a written detailed
report within ten (10) Days of verbal notification
116 INDEMNIFICATION AND HOLD HARMLESS
To the fullest extent permitted by law CONTRACTOR shall indemnify and hold
harmless COUNTY its officers and employees from liabilities damages losses and
Costs including but not limited to reasonable attorney fees to the extent caused by the
negligence recklessness or intentional wrongful conduct of the CONTRACTOR and
other persons employed or utilized by the CONTRACTOR in the performance of this
contract
117 CERTIFICATES OF INSURANCE
1171 Certificates of insurance in duplicate indicating the job site and evidencing all
required coverage must be submitted to and approved by Okaloosa County prior
to the commencement of any of the work The certificate holder(s) shall be as
follows
Okaloosa County
602-C No1ih Pearl Street
Crestview Florida 32536
1172 All policies shall expressly require thirty (30) Days written notice to Okaloosa
County at the address set out above or the cancellations of material alterations of
such policies and the Certificates of Insurance shall so provide
Okaloosa County Transfer Contract_Final Page32 of52
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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and duat old land t Ne ol cU encwnLroncu FLORIDA DOCUMENTARY STAMP TAX REQUIRED BY LAW IN THE AMOUNT OF IJVe(Sdeg1AS BEEN P bull NEWMAN C BR CKIN CLERK OKAL COU TY B DC
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I HERampBY CERTIFY thn on thibull dar bdou me an officer dulr authoriud in 1hc Stilt aforuald and in the County alorruid to ukc ucknowlrd~mn11 pcnonbullllr appnrtd
John w Minger Exec Vice Pres Northgate Developnent Ompany Inc
RCD1 OCT 23 1989 NEWMAN C BRACKIN
FILElt 1058478 OKALOOSA COUNTYFL0R1DA
r Waste Management Inc of Florida
w~o11 poatollH addra U 500 Cypress Creek Road West Suite 300 Fort Lauderdale Florida 33309
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CLERK i
-
EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
(a) Violation of environmental laws
(b) Inadequate litter control at the Transfer Stations andor the Recycling Facility Adequate
litter control is defined as minimizing litter leaving the site and the collection of off-site
and on-site litter at the end of every business day
(c) Failure to remove Solid Waste from the transfer station tipping floor in accordance with
FRANCHISEEs operating permits
(d) Other conditions created by the CONTRACTOR that could impact public health and
safety and
(e) Poor maintenance of the Transfer Stations and Recycling Facility and equipment
resulting in a poor public image of the facilities
The CONTRACTOR shall initiate reasonable steps to correct these deficiencies within seventyshy
two (72) hours of written notice If the CONTRACTOR does not initiate reasonable steps within
seventy-two (72) hours the COUNTY may at its discretion impose liquidated damages of $500
per Day until deficiencies are satisfactorily con-ected as determined by the COUNTY If the
CONTRACTOR has not con-ected these deficiencies within thirty (30) Days of receipt of written
notice the CONTRACTOR will be considered in default of the Agreement and the COUNTY
may terminate this Agreement and recover damages in the full amount of the performance bond
The COUNTY may assess liquidated damages pursuant to this Aliicle on a monthly basis and
shall at the end of each month notify the CONTRACTOR in writing of the liquidated damages
assessed and the basis for each assessment In the event the CONTRACTOR wishes to contest
such assessment(s) the CONTRACTOR shall within five (5) Days after receiving such notice
request in writing an opportunity to be heaimiddotd by the Board and present its defense to such
assessment(s)
The COUNTYs Authorized Representative shall notify the CONTRACTOR in writing of any
action taken with respect to CONTRACTORs claims and the decision of the Board will be final
Okaloosa County Transfer Contract_Final Page 26 of 52
ARTICLE 10 DEFAULT AND TERMINATION
The COUNTY may terminate this Agreement except as otherwise provided below in this
paragraph by giving CONTRACTOR fifteen (15) Days advance written notice upon the
happening of any one of the following events
(a) The CONTRACTOR fails to remedy deficiencies as noted in Article 9 within
thirty (30) Days of receipt ofwritten notice by the COUNTY
(b) The CONTRACTOR takes the benefit of any present or future insolvency statute
or shall make a general assigmnent for the benefit of creditors or file a voluntary
petition in bankruptcy or a petition or answer seeking readjustment of its
indebtedness under the Federal United States or any state thereof or consent to
the appointment or a receiver trustee or liquidator of all or substantially all of its
property or
(c) By order or decree of a court the CONTRACTOR shall be adjudged bankrupt or
an order shall be made approving a petition filed by any of its creditors or by any
of the Stockholders of the CONTRACTOR seeking its reorganization or the
readjustment of its indebtedness under federal bankrnptcy laws or under any law
of statute of the United States or of any state thereof provided that if any such
judgment is stayed or vacated within sixty ( 60) Days after the entry thereof any
notice of cancellation shall be and become null void and of no effect or
(d) By or pursuant to or under authority of any legislative act resolution or rule or
any order or decree of any cornt or government board agency or office having
jurisdiction a receiver trustee or liquidator shall take possession or control of all
or substantially all of the property of the CONTRACTOR and such possession of
control shall continue in effect for a period of sixty ( 60) Days or
(e) The CONTRACTOR shall voluntarily abandon desert or discontinue its
operation hereunder granted
Okaloosa County Transfer Contract_Final Page 27 of52
Then such shall be considered a material breach of this Agreement and the Authorized
Representative shall notify the CONTRACTOR in writing of the breach If within a period of
fifteen (15) Days the CONTRACTOR has not eliminated the conditions considered to be a
breach of contract or having so co=enced shall fail thereafter to continue with diligence the
cming thereof the Authorized Representative shall notify the Board
After these fifteen (15) Days the COUNTY can cause the CONTRACTOR to be obligated to pay
the COUNTY the amount specified in the bond and has the authority to terminate this
Agreement
ARTICLE 11 INSURANCE
111 CONTRACTORS INSURANCE
1111 The CONTRACTOR shall not co=ence any work in connection with this
Agreement until he has obtained all required insurance and such insurance has
been approved by the Okaloosa County Risk Management Director
1112 All insurance policies shall be with insurers licensed to do business in the State of
Florida and any insuring company is required to have a rnininimn rating of A
Class X in the Best Key Rating Guide published A M Best amp Co Inc
1113 All insurance shall include the interest of all entities names in and its respective
agents consultants servants and employees of each and all other interests as may
be reasonably required by Okaloosa County as Additional Insured The coverage
afforded the Additional Insured under this policy shall be primary insurance If
the Additional Insured have other insurance that is applicable to the loss such
other insurance shall be on an excess or contingent basis The amount of the
companys liability under this policy shall not be reduced by the existence of such
other insurance
Okaloosa County Transfer Contract_Final Page 28 of 52
1114 The County of Okaloosa shall be listed as Additional Insured by policy
endorsement on all insurance contracts applicable to this Agreement except
Workers Compensation and Professional Liability
1115 The County of Okaloosa shall be furnished proof of coverage by certificates of
insurance (COI) and endorsements for every applicable insurance contract
required by this Agreement The COI s and policy endorsements must be
delivered to the Autho1ized Representative not less than ten (10) Days prior to the
commencement of any and all contractual agreements between the County of
Okaloosa and the CONTRACTOR
1116 The COUNTY shall retain the right to reject all insurance contracts that do not
meet the requirement of this Agreement Further the COUNTY reserves the right
to change these insurance requirements with 60-Day notice to the
CONTRACTOR
1117 The insurance definition of Insured or Additional Insured shall include
Subcontractors Sub-subcontractors and any associated or subsidiary companies
of the CONTRACTOR which are involved and which is a part of the contract
1118 The COUNTY reserves the right at any time to require the CONTRACTOR to
provide certified copies of any insurance policies to document the insurance
coverage specified in this Agreement
1119 The designation of CONTRACTOR shall include any associated or subsidiary
company which is involved and is a part of the contract and such if any
associated or subsidiary company involved in the project must be named in the
Workers Compensation coverage
111IOAll policies shall be written so that the COUNTY will be notified of cancellation
or restrictive amendments at least thirty (30) Days prior to the effective date of
such cancellation or amendment Such notice shall be given directly to the
Authorized Representative
Okaloosa County Transfer Contract_Final Page 29 of 52
112 WORKERS COMPENSATION INSURANCE
1121 The CONTRACTOR shall secure and maintain during the life of this agreement
Workers Compensation insurance for all of his employees employed for the
project or any site connected with the work including supervision administration
or management of this project and in case any work is sublet with the approval
of the County of Okaloosa the CONTRACTOR shall require the Subcontractor
similarly to provide Workers Compensation insurance for all employees
employed at the site of the project and such evidence of insurance shall be
furnished the County of Okaloosa not less than ten (10) Days prior to the
conunencement of any and all subcontractual agreements which have been
approved by the County of Okaloosa
1122 Such insurance shall comply with the Florida Workers Compensation Law
1123 No class of employee including the CONTRACTOR himself shall be excluded
from the Workers Compensation insurance coverage The Workers
Compensation insurance shall also include Employers Liability coverage
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE
1131 The CONTRACTOR shall maintain Business Automobile Liability insurance
coverage throughout the life of this Agreement The insurance shall include
Owned Non-owned amp Hired Motor Vehicle coverage
1132 The CONTRACTOR shall carry other Conunercial General Liability insurance
against all other Bodily Injury Property Damage and Personal and Advertising
Injury exposures The coverage shall include both On- and Off-Premises
Operations Contractual Liability Board Form Property Damage and
Professional Liability
1133 All liability insurance ( other than Professional Liability) shall be written on an
occurrence basis and shall not be written on a claim-made basis If the insurance
Okaloosa County Transfer Contract~Final Page 30 of 52
is issued with an aggregate limit of liability the aggregate limit of liability shall
apply only to the locations included in this Agreement If as the result of any
claims or other reasons the available limits of insurance reduce to less than those
stated in the Limits of Liability the CONTRACTOR shall notify the Authorized
Representative in writing The CONTRACTOR shall purchase additional liability
insurance to maintain the requirements established in this Agreement Umbrella
or Excess Liability insurance can be purchased to meet the Limits of Liability
specified in this Agreement
1134 Commercial General Liability coverage shall be endorsed to include the
following
Premises - Operation Liability
Occurrence Bodily Injmy and Property Damage Liability
Independent CONTRACTORs Liability
Completed Operations and Products Liability
1135 CONTRACTOR shall agree to keep in continuous force Commercial General
Liability coverage including Completed Operations and Products Liability for two
(2) years beyond acceptance ofproject
114 LIMITS OF LIABILITY
The insurance required shall be written for not less than the following or greater if
required by law and shall include Employers liability with limits as prescribed in this
contract
LIMIT
A Workers Compensation
(1) State Statut01y
(2) Employers Liability $1000000 each accident
B Business Automobile amp Commercial $1000000 each occurrence
General Liability Insurance (A combined single limit)
C Personal and Adve1tising Injury $250000
D Pollution Liability $10000000 each occurrence
Okaloosa County Transfer Contract_Final Page 31 of 52
115 NOTICE OF CLAIMS AND LITIGATION
The CONTRACTOR agrees to report any incident or claim that results from performance
of this Agreement The COUNTY representative shall receive written notice in the form
of a detailed written repmi describing the incident or claim within ten ( 10) Days of the
CONTRACTORs knowledge In the event such incident or claim involves injury andor
property damage to a third party verbal notification shall be given the same Day the
CONTRACTOR becomes aware of the incident or claim followed by a written detailed
report within ten (10) Days of verbal notification
116 INDEMNIFICATION AND HOLD HARMLESS
To the fullest extent permitted by law CONTRACTOR shall indemnify and hold
harmless COUNTY its officers and employees from liabilities damages losses and
Costs including but not limited to reasonable attorney fees to the extent caused by the
negligence recklessness or intentional wrongful conduct of the CONTRACTOR and
other persons employed or utilized by the CONTRACTOR in the performance of this
contract
117 CERTIFICATES OF INSURANCE
1171 Certificates of insurance in duplicate indicating the job site and evidencing all
required coverage must be submitted to and approved by Okaloosa County prior
to the commencement of any of the work The certificate holder(s) shall be as
follows
Okaloosa County
602-C No1ih Pearl Street
Crestview Florida 32536
1172 All policies shall expressly require thirty (30) Days written notice to Okaloosa
County at the address set out above or the cancellations of material alterations of
such policies and the Certificates of Insurance shall so provide
Okaloosa County Transfer Contract_Final Page32 of52
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
ARTICLE 10 DEFAULT AND TERMINATION
The COUNTY may terminate this Agreement except as otherwise provided below in this
paragraph by giving CONTRACTOR fifteen (15) Days advance written notice upon the
happening of any one of the following events
(a) The CONTRACTOR fails to remedy deficiencies as noted in Article 9 within
thirty (30) Days of receipt ofwritten notice by the COUNTY
(b) The CONTRACTOR takes the benefit of any present or future insolvency statute
or shall make a general assigmnent for the benefit of creditors or file a voluntary
petition in bankruptcy or a petition or answer seeking readjustment of its
indebtedness under the Federal United States or any state thereof or consent to
the appointment or a receiver trustee or liquidator of all or substantially all of its
property or
(c) By order or decree of a court the CONTRACTOR shall be adjudged bankrupt or
an order shall be made approving a petition filed by any of its creditors or by any
of the Stockholders of the CONTRACTOR seeking its reorganization or the
readjustment of its indebtedness under federal bankrnptcy laws or under any law
of statute of the United States or of any state thereof provided that if any such
judgment is stayed or vacated within sixty ( 60) Days after the entry thereof any
notice of cancellation shall be and become null void and of no effect or
(d) By or pursuant to or under authority of any legislative act resolution or rule or
any order or decree of any cornt or government board agency or office having
jurisdiction a receiver trustee or liquidator shall take possession or control of all
or substantially all of the property of the CONTRACTOR and such possession of
control shall continue in effect for a period of sixty ( 60) Days or
(e) The CONTRACTOR shall voluntarily abandon desert or discontinue its
operation hereunder granted
Okaloosa County Transfer Contract_Final Page 27 of52
Then such shall be considered a material breach of this Agreement and the Authorized
Representative shall notify the CONTRACTOR in writing of the breach If within a period of
fifteen (15) Days the CONTRACTOR has not eliminated the conditions considered to be a
breach of contract or having so co=enced shall fail thereafter to continue with diligence the
cming thereof the Authorized Representative shall notify the Board
After these fifteen (15) Days the COUNTY can cause the CONTRACTOR to be obligated to pay
the COUNTY the amount specified in the bond and has the authority to terminate this
Agreement
ARTICLE 11 INSURANCE
111 CONTRACTORS INSURANCE
1111 The CONTRACTOR shall not co=ence any work in connection with this
Agreement until he has obtained all required insurance and such insurance has
been approved by the Okaloosa County Risk Management Director
1112 All insurance policies shall be with insurers licensed to do business in the State of
Florida and any insuring company is required to have a rnininimn rating of A
Class X in the Best Key Rating Guide published A M Best amp Co Inc
1113 All insurance shall include the interest of all entities names in and its respective
agents consultants servants and employees of each and all other interests as may
be reasonably required by Okaloosa County as Additional Insured The coverage
afforded the Additional Insured under this policy shall be primary insurance If
the Additional Insured have other insurance that is applicable to the loss such
other insurance shall be on an excess or contingent basis The amount of the
companys liability under this policy shall not be reduced by the existence of such
other insurance
Okaloosa County Transfer Contract_Final Page 28 of 52
1114 The County of Okaloosa shall be listed as Additional Insured by policy
endorsement on all insurance contracts applicable to this Agreement except
Workers Compensation and Professional Liability
1115 The County of Okaloosa shall be furnished proof of coverage by certificates of
insurance (COI) and endorsements for every applicable insurance contract
required by this Agreement The COI s and policy endorsements must be
delivered to the Autho1ized Representative not less than ten (10) Days prior to the
commencement of any and all contractual agreements between the County of
Okaloosa and the CONTRACTOR
1116 The COUNTY shall retain the right to reject all insurance contracts that do not
meet the requirement of this Agreement Further the COUNTY reserves the right
to change these insurance requirements with 60-Day notice to the
CONTRACTOR
1117 The insurance definition of Insured or Additional Insured shall include
Subcontractors Sub-subcontractors and any associated or subsidiary companies
of the CONTRACTOR which are involved and which is a part of the contract
1118 The COUNTY reserves the right at any time to require the CONTRACTOR to
provide certified copies of any insurance policies to document the insurance
coverage specified in this Agreement
1119 The designation of CONTRACTOR shall include any associated or subsidiary
company which is involved and is a part of the contract and such if any
associated or subsidiary company involved in the project must be named in the
Workers Compensation coverage
111IOAll policies shall be written so that the COUNTY will be notified of cancellation
or restrictive amendments at least thirty (30) Days prior to the effective date of
such cancellation or amendment Such notice shall be given directly to the
Authorized Representative
Okaloosa County Transfer Contract_Final Page 29 of 52
112 WORKERS COMPENSATION INSURANCE
1121 The CONTRACTOR shall secure and maintain during the life of this agreement
Workers Compensation insurance for all of his employees employed for the
project or any site connected with the work including supervision administration
or management of this project and in case any work is sublet with the approval
of the County of Okaloosa the CONTRACTOR shall require the Subcontractor
similarly to provide Workers Compensation insurance for all employees
employed at the site of the project and such evidence of insurance shall be
furnished the County of Okaloosa not less than ten (10) Days prior to the
conunencement of any and all subcontractual agreements which have been
approved by the County of Okaloosa
1122 Such insurance shall comply with the Florida Workers Compensation Law
1123 No class of employee including the CONTRACTOR himself shall be excluded
from the Workers Compensation insurance coverage The Workers
Compensation insurance shall also include Employers Liability coverage
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE
1131 The CONTRACTOR shall maintain Business Automobile Liability insurance
coverage throughout the life of this Agreement The insurance shall include
Owned Non-owned amp Hired Motor Vehicle coverage
1132 The CONTRACTOR shall carry other Conunercial General Liability insurance
against all other Bodily Injury Property Damage and Personal and Advertising
Injury exposures The coverage shall include both On- and Off-Premises
Operations Contractual Liability Board Form Property Damage and
Professional Liability
1133 All liability insurance ( other than Professional Liability) shall be written on an
occurrence basis and shall not be written on a claim-made basis If the insurance
Okaloosa County Transfer Contract~Final Page 30 of 52
is issued with an aggregate limit of liability the aggregate limit of liability shall
apply only to the locations included in this Agreement If as the result of any
claims or other reasons the available limits of insurance reduce to less than those
stated in the Limits of Liability the CONTRACTOR shall notify the Authorized
Representative in writing The CONTRACTOR shall purchase additional liability
insurance to maintain the requirements established in this Agreement Umbrella
or Excess Liability insurance can be purchased to meet the Limits of Liability
specified in this Agreement
1134 Commercial General Liability coverage shall be endorsed to include the
following
Premises - Operation Liability
Occurrence Bodily Injmy and Property Damage Liability
Independent CONTRACTORs Liability
Completed Operations and Products Liability
1135 CONTRACTOR shall agree to keep in continuous force Commercial General
Liability coverage including Completed Operations and Products Liability for two
(2) years beyond acceptance ofproject
114 LIMITS OF LIABILITY
The insurance required shall be written for not less than the following or greater if
required by law and shall include Employers liability with limits as prescribed in this
contract
LIMIT
A Workers Compensation
(1) State Statut01y
(2) Employers Liability $1000000 each accident
B Business Automobile amp Commercial $1000000 each occurrence
General Liability Insurance (A combined single limit)
C Personal and Adve1tising Injury $250000
D Pollution Liability $10000000 each occurrence
Okaloosa County Transfer Contract_Final Page 31 of 52
115 NOTICE OF CLAIMS AND LITIGATION
The CONTRACTOR agrees to report any incident or claim that results from performance
of this Agreement The COUNTY representative shall receive written notice in the form
of a detailed written repmi describing the incident or claim within ten ( 10) Days of the
CONTRACTORs knowledge In the event such incident or claim involves injury andor
property damage to a third party verbal notification shall be given the same Day the
CONTRACTOR becomes aware of the incident or claim followed by a written detailed
report within ten (10) Days of verbal notification
116 INDEMNIFICATION AND HOLD HARMLESS
To the fullest extent permitted by law CONTRACTOR shall indemnify and hold
harmless COUNTY its officers and employees from liabilities damages losses and
Costs including but not limited to reasonable attorney fees to the extent caused by the
negligence recklessness or intentional wrongful conduct of the CONTRACTOR and
other persons employed or utilized by the CONTRACTOR in the performance of this
contract
117 CERTIFICATES OF INSURANCE
1171 Certificates of insurance in duplicate indicating the job site and evidencing all
required coverage must be submitted to and approved by Okaloosa County prior
to the commencement of any of the work The certificate holder(s) shall be as
follows
Okaloosa County
602-C No1ih Pearl Street
Crestview Florida 32536
1172 All policies shall expressly require thirty (30) Days written notice to Okaloosa
County at the address set out above or the cancellations of material alterations of
such policies and the Certificates of Insurance shall so provide
Okaloosa County Transfer Contract_Final Page32 of52
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
Then such shall be considered a material breach of this Agreement and the Authorized
Representative shall notify the CONTRACTOR in writing of the breach If within a period of
fifteen (15) Days the CONTRACTOR has not eliminated the conditions considered to be a
breach of contract or having so co=enced shall fail thereafter to continue with diligence the
cming thereof the Authorized Representative shall notify the Board
After these fifteen (15) Days the COUNTY can cause the CONTRACTOR to be obligated to pay
the COUNTY the amount specified in the bond and has the authority to terminate this
Agreement
ARTICLE 11 INSURANCE
111 CONTRACTORS INSURANCE
1111 The CONTRACTOR shall not co=ence any work in connection with this
Agreement until he has obtained all required insurance and such insurance has
been approved by the Okaloosa County Risk Management Director
1112 All insurance policies shall be with insurers licensed to do business in the State of
Florida and any insuring company is required to have a rnininimn rating of A
Class X in the Best Key Rating Guide published A M Best amp Co Inc
1113 All insurance shall include the interest of all entities names in and its respective
agents consultants servants and employees of each and all other interests as may
be reasonably required by Okaloosa County as Additional Insured The coverage
afforded the Additional Insured under this policy shall be primary insurance If
the Additional Insured have other insurance that is applicable to the loss such
other insurance shall be on an excess or contingent basis The amount of the
companys liability under this policy shall not be reduced by the existence of such
other insurance
Okaloosa County Transfer Contract_Final Page 28 of 52
1114 The County of Okaloosa shall be listed as Additional Insured by policy
endorsement on all insurance contracts applicable to this Agreement except
Workers Compensation and Professional Liability
1115 The County of Okaloosa shall be furnished proof of coverage by certificates of
insurance (COI) and endorsements for every applicable insurance contract
required by this Agreement The COI s and policy endorsements must be
delivered to the Autho1ized Representative not less than ten (10) Days prior to the
commencement of any and all contractual agreements between the County of
Okaloosa and the CONTRACTOR
1116 The COUNTY shall retain the right to reject all insurance contracts that do not
meet the requirement of this Agreement Further the COUNTY reserves the right
to change these insurance requirements with 60-Day notice to the
CONTRACTOR
1117 The insurance definition of Insured or Additional Insured shall include
Subcontractors Sub-subcontractors and any associated or subsidiary companies
of the CONTRACTOR which are involved and which is a part of the contract
1118 The COUNTY reserves the right at any time to require the CONTRACTOR to
provide certified copies of any insurance policies to document the insurance
coverage specified in this Agreement
1119 The designation of CONTRACTOR shall include any associated or subsidiary
company which is involved and is a part of the contract and such if any
associated or subsidiary company involved in the project must be named in the
Workers Compensation coverage
111IOAll policies shall be written so that the COUNTY will be notified of cancellation
or restrictive amendments at least thirty (30) Days prior to the effective date of
such cancellation or amendment Such notice shall be given directly to the
Authorized Representative
Okaloosa County Transfer Contract_Final Page 29 of 52
112 WORKERS COMPENSATION INSURANCE
1121 The CONTRACTOR shall secure and maintain during the life of this agreement
Workers Compensation insurance for all of his employees employed for the
project or any site connected with the work including supervision administration
or management of this project and in case any work is sublet with the approval
of the County of Okaloosa the CONTRACTOR shall require the Subcontractor
similarly to provide Workers Compensation insurance for all employees
employed at the site of the project and such evidence of insurance shall be
furnished the County of Okaloosa not less than ten (10) Days prior to the
conunencement of any and all subcontractual agreements which have been
approved by the County of Okaloosa
1122 Such insurance shall comply with the Florida Workers Compensation Law
1123 No class of employee including the CONTRACTOR himself shall be excluded
from the Workers Compensation insurance coverage The Workers
Compensation insurance shall also include Employers Liability coverage
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE
1131 The CONTRACTOR shall maintain Business Automobile Liability insurance
coverage throughout the life of this Agreement The insurance shall include
Owned Non-owned amp Hired Motor Vehicle coverage
1132 The CONTRACTOR shall carry other Conunercial General Liability insurance
against all other Bodily Injury Property Damage and Personal and Advertising
Injury exposures The coverage shall include both On- and Off-Premises
Operations Contractual Liability Board Form Property Damage and
Professional Liability
1133 All liability insurance ( other than Professional Liability) shall be written on an
occurrence basis and shall not be written on a claim-made basis If the insurance
Okaloosa County Transfer Contract~Final Page 30 of 52
is issued with an aggregate limit of liability the aggregate limit of liability shall
apply only to the locations included in this Agreement If as the result of any
claims or other reasons the available limits of insurance reduce to less than those
stated in the Limits of Liability the CONTRACTOR shall notify the Authorized
Representative in writing The CONTRACTOR shall purchase additional liability
insurance to maintain the requirements established in this Agreement Umbrella
or Excess Liability insurance can be purchased to meet the Limits of Liability
specified in this Agreement
1134 Commercial General Liability coverage shall be endorsed to include the
following
Premises - Operation Liability
Occurrence Bodily Injmy and Property Damage Liability
Independent CONTRACTORs Liability
Completed Operations and Products Liability
1135 CONTRACTOR shall agree to keep in continuous force Commercial General
Liability coverage including Completed Operations and Products Liability for two
(2) years beyond acceptance ofproject
114 LIMITS OF LIABILITY
The insurance required shall be written for not less than the following or greater if
required by law and shall include Employers liability with limits as prescribed in this
contract
LIMIT
A Workers Compensation
(1) State Statut01y
(2) Employers Liability $1000000 each accident
B Business Automobile amp Commercial $1000000 each occurrence
General Liability Insurance (A combined single limit)
C Personal and Adve1tising Injury $250000
D Pollution Liability $10000000 each occurrence
Okaloosa County Transfer Contract_Final Page 31 of 52
115 NOTICE OF CLAIMS AND LITIGATION
The CONTRACTOR agrees to report any incident or claim that results from performance
of this Agreement The COUNTY representative shall receive written notice in the form
of a detailed written repmi describing the incident or claim within ten ( 10) Days of the
CONTRACTORs knowledge In the event such incident or claim involves injury andor
property damage to a third party verbal notification shall be given the same Day the
CONTRACTOR becomes aware of the incident or claim followed by a written detailed
report within ten (10) Days of verbal notification
116 INDEMNIFICATION AND HOLD HARMLESS
To the fullest extent permitted by law CONTRACTOR shall indemnify and hold
harmless COUNTY its officers and employees from liabilities damages losses and
Costs including but not limited to reasonable attorney fees to the extent caused by the
negligence recklessness or intentional wrongful conduct of the CONTRACTOR and
other persons employed or utilized by the CONTRACTOR in the performance of this
contract
117 CERTIFICATES OF INSURANCE
1171 Certificates of insurance in duplicate indicating the job site and evidencing all
required coverage must be submitted to and approved by Okaloosa County prior
to the commencement of any of the work The certificate holder(s) shall be as
follows
Okaloosa County
602-C No1ih Pearl Street
Crestview Florida 32536
1172 All policies shall expressly require thirty (30) Days written notice to Okaloosa
County at the address set out above or the cancellations of material alterations of
such policies and the Certificates of Insurance shall so provide
Okaloosa County Transfer Contract_Final Page32 of52
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
1114 The County of Okaloosa shall be listed as Additional Insured by policy
endorsement on all insurance contracts applicable to this Agreement except
Workers Compensation and Professional Liability
1115 The County of Okaloosa shall be furnished proof of coverage by certificates of
insurance (COI) and endorsements for every applicable insurance contract
required by this Agreement The COI s and policy endorsements must be
delivered to the Autho1ized Representative not less than ten (10) Days prior to the
commencement of any and all contractual agreements between the County of
Okaloosa and the CONTRACTOR
1116 The COUNTY shall retain the right to reject all insurance contracts that do not
meet the requirement of this Agreement Further the COUNTY reserves the right
to change these insurance requirements with 60-Day notice to the
CONTRACTOR
1117 The insurance definition of Insured or Additional Insured shall include
Subcontractors Sub-subcontractors and any associated or subsidiary companies
of the CONTRACTOR which are involved and which is a part of the contract
1118 The COUNTY reserves the right at any time to require the CONTRACTOR to
provide certified copies of any insurance policies to document the insurance
coverage specified in this Agreement
1119 The designation of CONTRACTOR shall include any associated or subsidiary
company which is involved and is a part of the contract and such if any
associated or subsidiary company involved in the project must be named in the
Workers Compensation coverage
111IOAll policies shall be written so that the COUNTY will be notified of cancellation
or restrictive amendments at least thirty (30) Days prior to the effective date of
such cancellation or amendment Such notice shall be given directly to the
Authorized Representative
Okaloosa County Transfer Contract_Final Page 29 of 52
112 WORKERS COMPENSATION INSURANCE
1121 The CONTRACTOR shall secure and maintain during the life of this agreement
Workers Compensation insurance for all of his employees employed for the
project or any site connected with the work including supervision administration
or management of this project and in case any work is sublet with the approval
of the County of Okaloosa the CONTRACTOR shall require the Subcontractor
similarly to provide Workers Compensation insurance for all employees
employed at the site of the project and such evidence of insurance shall be
furnished the County of Okaloosa not less than ten (10) Days prior to the
conunencement of any and all subcontractual agreements which have been
approved by the County of Okaloosa
1122 Such insurance shall comply with the Florida Workers Compensation Law
1123 No class of employee including the CONTRACTOR himself shall be excluded
from the Workers Compensation insurance coverage The Workers
Compensation insurance shall also include Employers Liability coverage
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE
1131 The CONTRACTOR shall maintain Business Automobile Liability insurance
coverage throughout the life of this Agreement The insurance shall include
Owned Non-owned amp Hired Motor Vehicle coverage
1132 The CONTRACTOR shall carry other Conunercial General Liability insurance
against all other Bodily Injury Property Damage and Personal and Advertising
Injury exposures The coverage shall include both On- and Off-Premises
Operations Contractual Liability Board Form Property Damage and
Professional Liability
1133 All liability insurance ( other than Professional Liability) shall be written on an
occurrence basis and shall not be written on a claim-made basis If the insurance
Okaloosa County Transfer Contract~Final Page 30 of 52
is issued with an aggregate limit of liability the aggregate limit of liability shall
apply only to the locations included in this Agreement If as the result of any
claims or other reasons the available limits of insurance reduce to less than those
stated in the Limits of Liability the CONTRACTOR shall notify the Authorized
Representative in writing The CONTRACTOR shall purchase additional liability
insurance to maintain the requirements established in this Agreement Umbrella
or Excess Liability insurance can be purchased to meet the Limits of Liability
specified in this Agreement
1134 Commercial General Liability coverage shall be endorsed to include the
following
Premises - Operation Liability
Occurrence Bodily Injmy and Property Damage Liability
Independent CONTRACTORs Liability
Completed Operations and Products Liability
1135 CONTRACTOR shall agree to keep in continuous force Commercial General
Liability coverage including Completed Operations and Products Liability for two
(2) years beyond acceptance ofproject
114 LIMITS OF LIABILITY
The insurance required shall be written for not less than the following or greater if
required by law and shall include Employers liability with limits as prescribed in this
contract
LIMIT
A Workers Compensation
(1) State Statut01y
(2) Employers Liability $1000000 each accident
B Business Automobile amp Commercial $1000000 each occurrence
General Liability Insurance (A combined single limit)
C Personal and Adve1tising Injury $250000
D Pollution Liability $10000000 each occurrence
Okaloosa County Transfer Contract_Final Page 31 of 52
115 NOTICE OF CLAIMS AND LITIGATION
The CONTRACTOR agrees to report any incident or claim that results from performance
of this Agreement The COUNTY representative shall receive written notice in the form
of a detailed written repmi describing the incident or claim within ten ( 10) Days of the
CONTRACTORs knowledge In the event such incident or claim involves injury andor
property damage to a third party verbal notification shall be given the same Day the
CONTRACTOR becomes aware of the incident or claim followed by a written detailed
report within ten (10) Days of verbal notification
116 INDEMNIFICATION AND HOLD HARMLESS
To the fullest extent permitted by law CONTRACTOR shall indemnify and hold
harmless COUNTY its officers and employees from liabilities damages losses and
Costs including but not limited to reasonable attorney fees to the extent caused by the
negligence recklessness or intentional wrongful conduct of the CONTRACTOR and
other persons employed or utilized by the CONTRACTOR in the performance of this
contract
117 CERTIFICATES OF INSURANCE
1171 Certificates of insurance in duplicate indicating the job site and evidencing all
required coverage must be submitted to and approved by Okaloosa County prior
to the commencement of any of the work The certificate holder(s) shall be as
follows
Okaloosa County
602-C No1ih Pearl Street
Crestview Florida 32536
1172 All policies shall expressly require thirty (30) Days written notice to Okaloosa
County at the address set out above or the cancellations of material alterations of
such policies and the Certificates of Insurance shall so provide
Okaloosa County Transfer Contract_Final Page32 of52
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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Togtlfatr wfll oU 1k l1Mriuntt lrcll10ffl9ftlt csnd PurffflGICff -- ~ or M - wlte appertlllrdnf
to llaue and hi ltlld i 1=
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J IIbull i pi oA carpofGflon bulldlllnQ unJ IA ruw al Florida lutiMti 1111 203 John C Sims Parkway Niceville Florida 32578 Ibullmiddotmiddotmiddotmiddot -~ 1bull1elnoflf cauJ 11 grontor to
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LFGAL DFSCRIPrION PARCEL B BEGINNING at the concrete monument marking (1980 JilFB) the NW corner of the NE of Section 8 Township 2 South Range 24 West Okaloosa OJunty Florida run S88deg20 14811 E along the north boijndary thereof 62500 feet to a concrete monunent numbered 3501 tBence S03 001 l81W 46000 feet to a concrete monument numbered 3501 thence N88 2048W 62500 feet to a concrete monument num~red 3501 on the west boundary of the aforesaid NE~ of Section 8 thence N03 0018E along said west boindary 46000 feet to the POINT OF BEGINNING Containing 660 acres more or less middot
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To llaue and to Bold 1 r ff Bod th gPIWOr h-b oo-- wllfa ald a~ 1Jm U t lcwuil bullefud ol Mid land tn bull
bnp1 IIal II lo good ~hi J lwul owlori1 lo ll J con- 4JJ IonI Ml U _ vll _ n111u 11a ml fo rdd kI iiil w-lU df=rd tL ==-~~ ~e ~ Luof2J c~ of all~ wAaRUatNr
and duat old land t Ne ol cU encwnLroncu FLORIDA DOCUMENTARY STAMP TAX REQUIRED BY LAW IN THE AMOUNT OF IJVe(Sdeg1AS BEEN P bull NEWMAN C BR CKIN CLERK OKAL COU TY B DC
~0~~ ohn wbull MingerL ExecbullVice Pres-middotmiddotmiddot
IPACl ULOW 01 IKO-flgtIH VU
I HERampBY CERTIFY thn on thibull dar bdou me an officer dulr authoriud in 1hc Stilt aforuald and in the County alorruid to ukc ucknowlrd~mn11 pcnonbullllr appnrtd
John w Minger Exec Vice Pres Northgate Developnent Ompany Inc
RCD1 OCT 23 1989 NEWMAN C BRACKIN
FILElt 1058478 OKALOOSA COUNTYFL0R1DA
r Waste Management Inc of Florida
w~o11 poatollH addra U 500 Cypress Creek Road West Suite 300 Fort Lauderdale Florida 33309
I
t
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l I [ L_) middot
r r
I 251 PM f-
CLERK i
-
EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
112 WORKERS COMPENSATION INSURANCE
1121 The CONTRACTOR shall secure and maintain during the life of this agreement
Workers Compensation insurance for all of his employees employed for the
project or any site connected with the work including supervision administration
or management of this project and in case any work is sublet with the approval
of the County of Okaloosa the CONTRACTOR shall require the Subcontractor
similarly to provide Workers Compensation insurance for all employees
employed at the site of the project and such evidence of insurance shall be
furnished the County of Okaloosa not less than ten (10) Days prior to the
conunencement of any and all subcontractual agreements which have been
approved by the County of Okaloosa
1122 Such insurance shall comply with the Florida Workers Compensation Law
1123 No class of employee including the CONTRACTOR himself shall be excluded
from the Workers Compensation insurance coverage The Workers
Compensation insurance shall also include Employers Liability coverage
113 BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY
INSURANCE
1131 The CONTRACTOR shall maintain Business Automobile Liability insurance
coverage throughout the life of this Agreement The insurance shall include
Owned Non-owned amp Hired Motor Vehicle coverage
1132 The CONTRACTOR shall carry other Conunercial General Liability insurance
against all other Bodily Injury Property Damage and Personal and Advertising
Injury exposures The coverage shall include both On- and Off-Premises
Operations Contractual Liability Board Form Property Damage and
Professional Liability
1133 All liability insurance ( other than Professional Liability) shall be written on an
occurrence basis and shall not be written on a claim-made basis If the insurance
Okaloosa County Transfer Contract~Final Page 30 of 52
is issued with an aggregate limit of liability the aggregate limit of liability shall
apply only to the locations included in this Agreement If as the result of any
claims or other reasons the available limits of insurance reduce to less than those
stated in the Limits of Liability the CONTRACTOR shall notify the Authorized
Representative in writing The CONTRACTOR shall purchase additional liability
insurance to maintain the requirements established in this Agreement Umbrella
or Excess Liability insurance can be purchased to meet the Limits of Liability
specified in this Agreement
1134 Commercial General Liability coverage shall be endorsed to include the
following
Premises - Operation Liability
Occurrence Bodily Injmy and Property Damage Liability
Independent CONTRACTORs Liability
Completed Operations and Products Liability
1135 CONTRACTOR shall agree to keep in continuous force Commercial General
Liability coverage including Completed Operations and Products Liability for two
(2) years beyond acceptance ofproject
114 LIMITS OF LIABILITY
The insurance required shall be written for not less than the following or greater if
required by law and shall include Employers liability with limits as prescribed in this
contract
LIMIT
A Workers Compensation
(1) State Statut01y
(2) Employers Liability $1000000 each accident
B Business Automobile amp Commercial $1000000 each occurrence
General Liability Insurance (A combined single limit)
C Personal and Adve1tising Injury $250000
D Pollution Liability $10000000 each occurrence
Okaloosa County Transfer Contract_Final Page 31 of 52
115 NOTICE OF CLAIMS AND LITIGATION
The CONTRACTOR agrees to report any incident or claim that results from performance
of this Agreement The COUNTY representative shall receive written notice in the form
of a detailed written repmi describing the incident or claim within ten ( 10) Days of the
CONTRACTORs knowledge In the event such incident or claim involves injury andor
property damage to a third party verbal notification shall be given the same Day the
CONTRACTOR becomes aware of the incident or claim followed by a written detailed
report within ten (10) Days of verbal notification
116 INDEMNIFICATION AND HOLD HARMLESS
To the fullest extent permitted by law CONTRACTOR shall indemnify and hold
harmless COUNTY its officers and employees from liabilities damages losses and
Costs including but not limited to reasonable attorney fees to the extent caused by the
negligence recklessness or intentional wrongful conduct of the CONTRACTOR and
other persons employed or utilized by the CONTRACTOR in the performance of this
contract
117 CERTIFICATES OF INSURANCE
1171 Certificates of insurance in duplicate indicating the job site and evidencing all
required coverage must be submitted to and approved by Okaloosa County prior
to the commencement of any of the work The certificate holder(s) shall be as
follows
Okaloosa County
602-C No1ih Pearl Street
Crestview Florida 32536
1172 All policies shall expressly require thirty (30) Days written notice to Okaloosa
County at the address set out above or the cancellations of material alterations of
such policies and the Certificates of Insurance shall so provide
Okaloosa County Transfer Contract_Final Page32 of52
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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LEXAL DESCRIPrIOO CCHoIDvCIN3 at the concrete nonurrent (1980 FAFB) rrarking the NW corner of the NE ( ~f section 8 lbwnship 2 South Range 24 West Okaloosa Co1lllty Florida run S88-2048E along the north boundacy thereof 62500 feet to a concrete mgtrnnEnt numbered 3501 thence S03deg00 1 181w 20006 feet to a concrete rronurrent mmtered 3501 and the POINI OF BEGINNIIlaquo thence continue S03deg00 1 l811W 6602 feet to a concrete mmUOOlt numbered 3501 thence S88deg2048 11E 113000 feet to a ooncrete nonument mmbered 3501 on the weseerly right-of-way line of the Hill Avenue Extension AKA Freedan-Way thence N07deg1545 11E along said right-of-way line 6632 feet to a concrete rromment nurrbered 3501 thence N88deg2048W 113493 feet to the POINT OF BffiINNING Containing 172 acres nore or less SUbject to easanent of record ittls property is to be used as county maintained road
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and duat old land t Ne ol cU encwnLroncu FLORIDA DOCUMENTARY STAMP TAX REQUIRED BY LAW IN THE AMOUNT OF IJVe(Sdeg1AS BEEN P bull NEWMAN C BR CKIN CLERK OKAL COU TY B DC
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RCD1 OCT 23 1989 NEWMAN C BRACKIN
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EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
is issued with an aggregate limit of liability the aggregate limit of liability shall
apply only to the locations included in this Agreement If as the result of any
claims or other reasons the available limits of insurance reduce to less than those
stated in the Limits of Liability the CONTRACTOR shall notify the Authorized
Representative in writing The CONTRACTOR shall purchase additional liability
insurance to maintain the requirements established in this Agreement Umbrella
or Excess Liability insurance can be purchased to meet the Limits of Liability
specified in this Agreement
1134 Commercial General Liability coverage shall be endorsed to include the
following
Premises - Operation Liability
Occurrence Bodily Injmy and Property Damage Liability
Independent CONTRACTORs Liability
Completed Operations and Products Liability
1135 CONTRACTOR shall agree to keep in continuous force Commercial General
Liability coverage including Completed Operations and Products Liability for two
(2) years beyond acceptance ofproject
114 LIMITS OF LIABILITY
The insurance required shall be written for not less than the following or greater if
required by law and shall include Employers liability with limits as prescribed in this
contract
LIMIT
A Workers Compensation
(1) State Statut01y
(2) Employers Liability $1000000 each accident
B Business Automobile amp Commercial $1000000 each occurrence
General Liability Insurance (A combined single limit)
C Personal and Adve1tising Injury $250000
D Pollution Liability $10000000 each occurrence
Okaloosa County Transfer Contract_Final Page 31 of 52
115 NOTICE OF CLAIMS AND LITIGATION
The CONTRACTOR agrees to report any incident or claim that results from performance
of this Agreement The COUNTY representative shall receive written notice in the form
of a detailed written repmi describing the incident or claim within ten ( 10) Days of the
CONTRACTORs knowledge In the event such incident or claim involves injury andor
property damage to a third party verbal notification shall be given the same Day the
CONTRACTOR becomes aware of the incident or claim followed by a written detailed
report within ten (10) Days of verbal notification
116 INDEMNIFICATION AND HOLD HARMLESS
To the fullest extent permitted by law CONTRACTOR shall indemnify and hold
harmless COUNTY its officers and employees from liabilities damages losses and
Costs including but not limited to reasonable attorney fees to the extent caused by the
negligence recklessness or intentional wrongful conduct of the CONTRACTOR and
other persons employed or utilized by the CONTRACTOR in the performance of this
contract
117 CERTIFICATES OF INSURANCE
1171 Certificates of insurance in duplicate indicating the job site and evidencing all
required coverage must be submitted to and approved by Okaloosa County prior
to the commencement of any of the work The certificate holder(s) shall be as
follows
Okaloosa County
602-C No1ih Pearl Street
Crestview Florida 32536
1172 All policies shall expressly require thirty (30) Days written notice to Okaloosa
County at the address set out above or the cancellations of material alterations of
such policies and the Certificates of Insurance shall so provide
Okaloosa County Transfer Contract_Final Page32 of52
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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to llaue and hi ltlld i 1=
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LFGAL DFSCRIPrION PARCEL B BEGINNING at the concrete monument marking (1980 JilFB) the NW corner of the NE of Section 8 Township 2 South Range 24 West Okaloosa OJunty Florida run S88deg20 14811 E along the north boijndary thereof 62500 feet to a concrete monunent numbered 3501 tBence S03 001 l81W 46000 feet to a concrete monument numbered 3501 thence N88 2048W 62500 feet to a concrete monument num~red 3501 on the west boundary of the aforesaid NE~ of Section 8 thence N03 0018E along said west boindary 46000 feet to the POINT OF BEGINNING Containing 660 acres more or less middot
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EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
115 NOTICE OF CLAIMS AND LITIGATION
The CONTRACTOR agrees to report any incident or claim that results from performance
of this Agreement The COUNTY representative shall receive written notice in the form
of a detailed written repmi describing the incident or claim within ten ( 10) Days of the
CONTRACTORs knowledge In the event such incident or claim involves injury andor
property damage to a third party verbal notification shall be given the same Day the
CONTRACTOR becomes aware of the incident or claim followed by a written detailed
report within ten (10) Days of verbal notification
116 INDEMNIFICATION AND HOLD HARMLESS
To the fullest extent permitted by law CONTRACTOR shall indemnify and hold
harmless COUNTY its officers and employees from liabilities damages losses and
Costs including but not limited to reasonable attorney fees to the extent caused by the
negligence recklessness or intentional wrongful conduct of the CONTRACTOR and
other persons employed or utilized by the CONTRACTOR in the performance of this
contract
117 CERTIFICATES OF INSURANCE
1171 Certificates of insurance in duplicate indicating the job site and evidencing all
required coverage must be submitted to and approved by Okaloosa County prior
to the commencement of any of the work The certificate holder(s) shall be as
follows
Okaloosa County
602-C No1ih Pearl Street
Crestview Florida 32536
1172 All policies shall expressly require thirty (30) Days written notice to Okaloosa
County at the address set out above or the cancellations of material alterations of
such policies and the Certificates of Insurance shall so provide
Okaloosa County Transfer Contract_Final Page32 of52
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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LEXAL DESCRIPrIOO CCHoIDvCIN3 at the concrete nonurrent (1980 FAFB) rrarking the NW corner of the NE ( ~f section 8 lbwnship 2 South Range 24 West Okaloosa Co1lllty Florida run S88-2048E along the north boundacy thereof 62500 feet to a concrete mgtrnnEnt numbered 3501 thence S03deg00 1 181w 20006 feet to a concrete rronurrent mmtered 3501 and the POINI OF BEGINNIIlaquo thence continue S03deg00 1 l811W 6602 feet to a concrete mmUOOlt numbered 3501 thence S88deg2048 11E 113000 feet to a ooncrete nonument mmbered 3501 on the weseerly right-of-way line of the Hill Avenue Extension AKA Freedan-Way thence N07deg1545 11E along said right-of-way line 6632 feet to a concrete rromment nurrbered 3501 thence N88deg2048W 113493 feet to the POINT OF BffiINNING Containing 172 acres nore or less SUbject to easanent of record ittls property is to be used as county maintained road
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to llaue and hi ltlld i 1=
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and duat old land t Ne ol cU encwnLroncu FLORIDA DOCUMENTARY STAMP TAX REQUIRED BY LAW IN THE AMOUNT OF IJVe(Sdeg1AS BEEN P bull NEWMAN C BR CKIN CLERK OKAL COU TY B DC
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EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
1173 All certificates shall be subject to Okaloosa Countys approval of adequacy of
protection and the satisfactory character of the Insurer
1174 The Certificates of Insurance shall disclose any and all deductibles or self-insured
retentions (SIRs) Deductibles or SIRs in excess of$10000 will not be accepted
unless specifically approved in writing by Okaloosa County All deductibles or
SIRs whether approved by Okaloosa County or not shall be the
CONTRACTORs full responsibility In particular the CONTRACTOR shall
afford full coverage as specified herein to entities listed as Additional Insured
1175 In no way will the entities listed as Additional Insured be responsible for pay for
be damaged by or limited to coverage required by this schedule due to the
existence of a deductible or SIR Specific written approval from Okaloosa
County will only be provided upon demonstration that the CONTRACTOR has
the financial capability and funds necessary to cover the responsibilities incuned
as a result of the deductible or SIR
1176 In the event of failure of the CONTRACTOR to furnish and maintain said
insurance and to furnish satisfactory evidence thereof Okaloosa County shall
have the right (but not the obligation) to take out and maintain insurance on the
project All Costs for the coverage will be paid by CONTRACTOR upon
presentation of a bill
118 GENERAL TERMS
1181 Any type of insurance or increase oflimits ofliability not described above which
the CONTRACTOR required for its own protection or on account of statute shall
be its own responsibility and at its own expense
1182 The canying of the insurance desc1ibed shall in no way be interpreted as relieving
the CONTRACTOR of any responsibility under this contract
Okaloosa County Transfer Contract_Final Page 33 of 52
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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LEXAL DESCRIPrIOO CCHoIDvCIN3 at the concrete nonurrent (1980 FAFB) rrarking the NW corner of the NE ( ~f section 8 lbwnship 2 South Range 24 West Okaloosa Co1lllty Florida run S88-2048E along the north boundacy thereof 62500 feet to a concrete mgtrnnEnt numbered 3501 thence S03deg00 1 181w 20006 feet to a concrete rronurrent mmtered 3501 and the POINI OF BEGINNIIlaquo thence continue S03deg00 1 l811W 6602 feet to a concrete mmUOOlt numbered 3501 thence S88deg2048 11E 113000 feet to a ooncrete nonument mmbered 3501 on the weseerly right-of-way line of the Hill Avenue Extension AKA Freedan-Way thence N07deg1545 11E along said right-of-way line 6632 feet to a concrete rromment nurrbered 3501 thence N88deg2048W 113493 feet to the POINT OF BffiINNING Containing 172 acres nore or less SUbject to easanent of record ittls property is to be used as county maintained road
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to llaue and hi ltlld i 1=
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EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
1183 Should the CONTRACTOR engage a Subcontractor or Sub-subcontractor the
same conditions will apply under this agreement to each Subcontractor and Subshy
subcontractor
1184 The CONTRACTOR hereby waives all rights of subrogation against Okaloosa
County and its consultants and other indemnities of the CONTRACTOR under all
the foregoing policies of insurance
1185 Requirement to list the COUNTY as additional insured shall be limited to the
extent ofFRANCHISEES indemnity obligation
119 UMBRELLA INSURANCE
The CONTRACTOR shall have the right to meet the liability insurance requirements
with the purchase of an umbrella insurance policy In all instances the combination of
primary and umbrella liability coverage must equal or exceed the minimum liability
insurance limits stated in this agreement
ARTICLE 12 FORCE MAJEURE
121 INABILITY TO PERFORM
Except for any payment obligation by either party if the COUNTY or CONTRACTOR is
unable to perform or is delayed in its performance of any of its obligations under this
Agreement by reason of any event of force majeure such inability or delay shall be
excused at any time during which compliance therewith is prevented by such event and
during such period thereafter as may be reasonably necessary for the COUNTY or
CONTRACTOR to correct the adverse effect of such event of force maj eure
Okaloosa County Transfer Contract_Final Page 34 of 52
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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Lois Jones STATE OF Flori COUNTY OF Ca]oosa
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bull -11on unJ tho 1w f Florida ino -1 i o fufnnbull 1350 E John Sims Pkwy Niceville FL 32578 ~naff1r colW tiamp gronlor lo Okaloosa Board of County Cctrmissioners
colioi potoltc ddr u Okaloosa County courthouse OFFICIAL RECORDS Crestview Fl 32536 BK 1732 PG 486
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LEXAL DESCRIPrIOO CCHoIDvCIN3 at the concrete nonurrent (1980 FAFB) rrarking the NW corner of the NE ( ~f section 8 lbwnship 2 South Range 24 West Okaloosa Co1lllty Florida run S88-2048E along the north boundacy thereof 62500 feet to a concrete mgtrnnEnt numbered 3501 thence S03deg00 1 181w 20006 feet to a concrete rronurrent mmtered 3501 and the POINI OF BEGINNIIlaquo thence continue S03deg00 1 l811W 6602 feet to a concrete mmUOOlt numbered 3501 thence S88deg2048 11E 113000 feet to a ooncrete nonument mmbered 3501 on the weseerly right-of-way line of the Hill Avenue Extension AKA Freedan-Way thence N07deg1545 11E along said right-of-way line 6632 feet to a concrete rromment nurrbered 3501 thence N88deg2048W 113493 feet to the POINT OF BffiINNING Containing 172 acres nore or less SUbject to easanent of record ittls property is to be used as county maintained road
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to llaue and hi ltlld i 1=
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LFGAL DFSCRIPrION PARCEL B BEGINNING at the concrete monument marking (1980 JilFB) the NW corner of the NE of Section 8 Township 2 South Range 24 West Okaloosa OJunty Florida run S88deg20 14811 E along the north boijndary thereof 62500 feet to a concrete monunent numbered 3501 tBence S03 001 l81W 46000 feet to a concrete monument numbered 3501 thence N88 2048W 62500 feet to a concrete monument num~red 3501 on the west boundary of the aforesaid NE~ of Section 8 thence N03 0018E along said west boindary 46000 feet to the POINT OF BEGINNING Containing 660 acres more or less middot
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To llaue and to Bold 1 r ff Bod th gPIWOr h-b oo-- wllfa ald a~ 1Jm U t lcwuil bullefud ol Mid land tn bull
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and duat old land t Ne ol cU encwnLroncu FLORIDA DOCUMENTARY STAMP TAX REQUIRED BY LAW IN THE AMOUNT OF IJVe(Sdeg1AS BEEN P bull NEWMAN C BR CKIN CLERK OKAL COU TY B DC
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John w Minger Exec Vice Pres Northgate Developnent Ompany Inc
RCD1 OCT 23 1989 NEWMAN C BRACKIN
FILElt 1058478 OKALOOSA COUNTYFL0R1DA
r Waste Management Inc of Florida
w~o11 poatollH addra U 500 Cypress Creek Road West Suite 300 Fort Lauderdale Florida 33309
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EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
122 EVENTS OF FORCE MAJEURE
An event of force majeure shall mean the following events or circumstances to the
extent that they delay the COUNTY or CONTRACTOR from performing any of its
obligations ( other than payment obligation) under this Agreement
(a) Labor difficulties such as strikes lockouts sabotage and work stoppages unless
caused by a negligent act or omission of CONTRACTOR or its agents or
assignments
(b) Acts of God tornado hurricanes floods sinkholes fires and explosions ( except those
caused by negligence of CONTRACTOR its agents and assignments) landslides
earthquakes epidemics quarantine pestilence and extremely abnonnal and
excessively inclement weather
(c) Any wars (whether declared or not) hostilities mvas1ons teirnrism effects of
nuclear radiation blockades insunection riots civil disturbances revolutions
rebellion insurrections or national or international calamities and
(d) Suspension termination or intenuption of utilities necessary to the operation of the
duties under this Agreement
(e) Economic hardship of the CONTRACTOR shall not be considered an event of force
maJeure
123 WRITTEN NOTIFICATION
In order to be entitled to the benefit of force majeure a party claiming an event of force
majeure shall be required to give prompt written notice to the other party specifying in
detail the event of force majeure and shall further be required to diligently proceed to
cmrect the adverse effect of any force majeure The paities agree that as to this
paimiddotagraph time is of the essence
Okaloosa County Transfer Contract_Final Page 35 of 52
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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wmiddotM~middot7J middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot ~
Lois Jones STATE OF Flori COUNTY OF Ca]oosa
I HlllampIY CIATIFY lhfl on 1hi1 day btfor me an olfictt d11l1 nliltelbld middot in 11M $1amp11 afOffllid ampnd In 1M Cova11 alonuid to Ille UkllllMtiplfntt ptllDIUIU apptAltclJlh If 1111gar poundKee Vice President ~Jleve1opnmtt Ollpiey Inc
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I
R~D1 MAR 11 1993 8 3144 PM NEWNAN C BRACKIN CLERK
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bull -11on unJ tho 1w f Florida ino -1 i o fufnnbull 1350 E John Sims Pkwy Niceville FL 32578 ~naff1r colW tiamp gronlor lo Okaloosa Board of County Cctrmissioners
colioi potoltc ddr u Okaloosa County courthouse OFFICIAL RECORDS Crestview Fl 32536 BK 1732 PG 486
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LEXAL DESCRIPrIOO CCHoIDvCIN3 at the concrete nonurrent (1980 FAFB) rrarking the NW corner of the NE ( ~f section 8 lbwnship 2 South Range 24 West Okaloosa Co1lllty Florida run S88-2048E along the north boundacy thereof 62500 feet to a concrete mgtrnnEnt numbered 3501 thence S03deg00 1 181w 20006 feet to a concrete rronurrent mmtered 3501 and the POINI OF BEGINNIIlaquo thence continue S03deg00 1 l811W 6602 feet to a concrete mmUOOlt numbered 3501 thence S88deg2048 11E 113000 feet to a ooncrete nonument mmbered 3501 on the weseerly right-of-way line of the Hill Avenue Extension AKA Freedan-Way thence N07deg1545 11E along said right-of-way line 6632 feet to a concrete rromment nurrbered 3501 thence N88deg2048W 113493 feet to the POINT OF BffiINNING Containing 172 acres nore or less SUbject to easanent of record ittls property is to be used as county maintained road
Togtlfatr wfll oU 1k l1Mriuntt lrcll10ffl9ftlt csnd PurffflGICff -- ~ or M - wlte appertlllrdnf
to llaue and hi ltlld i 1=
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1affelnotr eatrlaquol rr glllllfN
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LFGAL DFSCRIPrION PARCEL B BEGINNING at the concrete monument marking (1980 JilFB) the NW corner of the NE of Section 8 Township 2 South Range 24 West Okaloosa OJunty Florida run S88deg20 14811 E along the north boijndary thereof 62500 feet to a concrete monunent numbered 3501 tBence S03 001 l81W 46000 feet to a concrete monument numbered 3501 thence N88 2048W 62500 feet to a concrete monument num~red 3501 on the west boundary of the aforesaid NE~ of Section 8 thence N03 0018E along said west boindary 46000 feet to the POINT OF BEGINNING Containing 660 acres more or less middot
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To llaue and to Bold 1 r ff Bod th gPIWOr h-b oo-- wllfa ald a~ 1Jm U t lcwuil bullefud ol Mid land tn bull
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and duat old land t Ne ol cU encwnLroncu FLORIDA DOCUMENTARY STAMP TAX REQUIRED BY LAW IN THE AMOUNT OF IJVe(Sdeg1AS BEEN P bull NEWMAN C BR CKIN CLERK OKAL COU TY B DC
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I HERampBY CERTIFY thn on thibull dar bdou me an officer dulr authoriud in 1hc Stilt aforuald and in the County alorruid to ukc ucknowlrd~mn11 pcnonbullllr appnrtd
John w Minger Exec Vice Pres Northgate Developnent Ompany Inc
RCD1 OCT 23 1989 NEWMAN C BRACKIN
FILElt 1058478 OKALOOSA COUNTYFL0R1DA
r Waste Management Inc of Florida
w~o11 poatollH addra U 500 Cypress Creek Road West Suite 300 Fort Lauderdale Florida 33309
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EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
ARTICLE 13 TITLE TO WASTE
The CONTRACTOR shall have title to all waste and Recyclable Materials upon collection
provided however that the COUNTY reserves the right at all times to elect to hold title and
ownership to all or a portion of the waste and Recyclable Materials collected by the
CONTRACTOR pursuant to its agreement with the COUNTY Such election by COUNTY shall
be in writing and signed by the Authorized Representative
ARTICLE 14 ARBITRATION
141 ARBITRATION
To the extent pennitted by law and unless otherwise specified herein any controversy
arising out of this Agreement which the parties are unable to resolve by mutual
agreement other than matters of technical substance shall be submitted to binding
arbitration in Okaloosa County Florida in accordance with the rnles of American
Arbitration Association Any decision of the arbitrators shall be conclusive as to the
matter submitted to them and may be enforced in any court of competent jUiisdiction in
the State of Florida Issues under arbitration shall be heard and decided by three (3)
arbitrators one of who shall be designated by the COUNTY one of who shall be
designated by the CONTRACTOR and the third who shall be designated by the
American Arbitration Association Any decision as to an issue being arbitrated including
the sharing of cost of arbitration made by at least two (2) of the arbitrators shall be the
decision of the arbitrators and such decision shall be final non-appealable and binding
upon the parties
142 INDEPENDENT THIRD PARTY
Disputes involving matters of technical substance shall be submitted to the Independent
Third Party for binding resolution
Okaloosa County Transfer Contract_Final Page36 of52
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
~c~-middotmiddot
[r--- tmiddotmiddot r
-middotmiddotmiddotmiddot
John W Minger 1350 E John Sims Pkwy Niceville FIorida 32578
Ill 1lfllnffl 1ftmot ~ _ - 1o
amp i In lb J shy bulli lo amp r- b poJNr otlaquon t~lo Jul ou1Mtfwl IM da and ffJ loo Ulfffilffl
bullbull - scr North~teDevelomicrorent ~y Inc bull
i Jlaquolh1laquord fn our prlaquoHncbullmiddot
wmiddotM~middot7J middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot ~
Lois Jones STATE OF Flori COUNTY OF Ca]oosa
I HlllampIY CIATIFY lhfl on 1hi1 day btfor me an olfictt d11l1 nliltelbld middot in 11M $1amp11 afOffllid ampnd In 1M Cova11 alonuid to Ille UkllllMtiplfntt ptllDIUIU apptAltclJlh If 1111gar poundKee Vice President ~Jleve1opnmtt Ollpiey Inc
FILEtl 1247660 OKALOOSA COUNTYFLORIDA
I
R~D1 MAR 11 1993 8 3144 PM NEWNAN C BRACKIN CLERK
I
I
filtmiddot--middot~
ityen~~-middot-1
[ks-
middoto
MADAUIOJ1CESUllLY 2U-111l
1Jlll 1arnntg Jnd Mad and txoeuttd th 12th J February A D 19 92 amp
Northgate DeVelomicrorent Canpany Inc
bull -11on unJ tho 1w f Florida ino -1 i o fufnnbull 1350 E John Sims Pkwy Niceville FL 32578 ~naff1r colW tiamp gronlor lo Okaloosa Board of County Cctrmissioners
colioi potoltc ddr u Okaloosa County courthouse OFFICIAL RECORDS Crestview Fl 32536 BK 1732 PG 486
InaIn cglfd tM pontH
~=i-ie1wl=- ~~ f ltlltnHStfh TloJ tho and tn i1on ti o I 1oo deg
Iuaampr --middot _ w-of b _ rii amp J ampIn U alun NMfH Ju oon1 and oonllfll unlo 11 grcsnlN ell thot Nriabl land uuai ln Count Fonde1 uls
LEXAL DESCRIPrIOO CCHoIDvCIN3 at the concrete nonurrent (1980 FAFB) rrarking the NW corner of the NE ( ~f section 8 lbwnship 2 South Range 24 West Okaloosa Co1lllty Florida run S88-2048E along the north boundacy thereof 62500 feet to a concrete mgtrnnEnt numbered 3501 thence S03deg00 1 181w 20006 feet to a concrete rronurrent mmtered 3501 and the POINI OF BEGINNIIlaquo thence continue S03deg00 1 l811W 6602 feet to a concrete mmUOOlt numbered 3501 thence S88deg2048 11E 113000 feet to a ooncrete nonument mmbered 3501 on the weseerly right-of-way line of the Hill Avenue Extension AKA Freedan-Way thence N07deg1545 11E along said right-of-way line 6632 feet to a concrete rromment nurrbered 3501 thence N88deg2048W 113493 feet to the POINT OF BffiINNING Containing 172 acres nore or less SUbject to easanent of record ittls property is to be used as county maintained road
Togtlfatr wfll oU 1k l1Mriuntt lrcll10ffl9ftlt csnd PurffflGICff -- ~ or M - wlte appertlllrdnf
to llaue and hi ltlld i 1=
Pj lb bull -bull1 wllb deg deg tloJ U b raU Nlud o i rd In fbull 1ha1 II _ bull- onJ r(ul _ lo uonJ rl deg U r-6 JI _ fflllhi th ml lo a14 -land anJ wtU drmd th IOIM aolntl 1Jw lcuufuJ datnu of U Pll9INMI whm bull and thol aid encl ll ol all irncwn~NPCa except truces accruing subsequent to December 31 1991
I
MADAIIIS OrPICE SUPPLY -2138113 WAHANff OUO =01-iunON
I
1hls WillTIIIIY Jttd MJ ond 1J lhbull 11th Joybull 0tober A D 1039 b
Northgate Develomicronent company Inci
J IIbull i pi oA carpofGflon bulldlllnQ unJ IA ruw al Florida lutiMti 1111 203 John C Sims Parkway Niceville Florida 32578 Ibullmiddotmiddotmiddotmiddot -~ 1bull1elnoflf cauJ 11 grontor to
1affelnotr eatrlaquol rr glllllfN
1tflbttsStlh Tlw IM bullmiddot o J In eondJlon o If wn o I 1000 J olr valuofI conttdtfoUoru NmlPl whro lf Jarfy aclinowiJaJ b t-bullbull pNtenb do oad NlValn U isbm w111Ue Nto mn1M1 and confmn unlo 1M granfN call IIat ctdn Lind uuue Oi Okaloosa Counl Florida ~Iamp
LFGAL DFSCRIPrION PARCEL B BEGINNING at the concrete monument marking (1980 JilFB) the NW corner of the NE of Section 8 Township 2 South Range 24 West Okaloosa OJunty Florida run S88deg20 14811 E along the north boijndary thereof 62500 feet to a concrete monunent numbered 3501 tBence S03 001 l81W 46000 feet to a concrete monument numbered 3501 thence N88 2048W 62500 feet to a concrete monument num~red 3501 on the west boundary of the aforesaid NE~ of Section 8 thence N03 0018E along said west boindary 46000 feet to the POINT OF BEGINNING Containing 660 acres more or less middot
Togtlhff WlH apparialnlRQ
To llaue and to Bold 1 r ff Bod th gPIWOr h-b oo-- wllfa ald a~ 1Jm U t lcwuil bullefud ol Mid land tn bull
bnp1 IIal II lo good ~hi J lwul owlori1 lo ll J con- 4JJ IonI Ml U _ vll _ n111u 11a ml fo rdd kI iiil w-lU df=rd tL ==-~~ ~e ~ Luof2J c~ of all~ wAaRUatNr
and duat old land t Ne ol cU encwnLroncu FLORIDA DOCUMENTARY STAMP TAX REQUIRED BY LAW IN THE AMOUNT OF IJVe(Sdeg1AS BEEN P bull NEWMAN C BR CKIN CLERK OKAL COU TY B DC
~0~~ ohn wbull MingerL ExecbullVice Pres-middotmiddotmiddot
IPACl ULOW 01 IKO-flgtIH VU
I HERampBY CERTIFY thn on thibull dar bdou me an officer dulr authoriud in 1hc Stilt aforuald and in the County alorruid to ukc ucknowlrd~mn11 pcnonbullllr appnrtd
John w Minger Exec Vice Pres Northgate Developnent Ompany Inc
RCD1 OCT 23 1989 NEWMAN C BRACKIN
FILElt 1058478 OKALOOSA COUNTYFL0R1DA
r Waste Management Inc of Florida
w~o11 poatollH addra U 500 Cypress Creek Road West Suite 300 Fort Lauderdale Florida 33309
I
t
I
l I [ L_) middot
r r
I 251 PM f-
CLERK i
-
EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
143 AMBIGUITY
If the parties are unable to agree as to whether a dispute involves a matter of technical
substance the dispute shall be deemed to involve a matter for arbitration pursuant to
Paragraph 141
ARTICLE 15 OTHER TERMS AND CONDITIONS
151 WAIVER
Unless otherwise specifically provided by this Agreement no delay or failure to exercise
a right resulting from any breach of this Agreement shall impair such right or shall be
constmed to be a waiver thereof but such right may be exercised from time to time as
often as may be deemed expedient Any waiver shall be in writing and signed by the
party granting such waiver In any representation warrant or covenant by the other party
such waiver shall be limited to the particular breach so waived and shall not be deemed to
waive any other breach under this Agreement
152 ASSIGNMENT OF AGREEMENT
This Agreement in whole or in part may not be assigned by CONTRACTOR without
the written approval of the Board Assignment shall include any transfer of fifty percent
( 50) of stock and control of CONTRACTOR Any assignment of this Agreement by the
CONTRACTOR without the express written consent of the Board shall be grounds for
the Board to declare a default of this Agreement and immediately terminate this
Agreement by giving written notice to CONTRACTOR Upon the date of such notice
this Agreement shall be deemed immediately terminated
153 SUBCONTRACTORS
This Agreement in whole or in part may not be subcontracted by CONTRACTOR
without the written consent of the COUNTY provided that such consent shall not be
unreasonably withheld The CONTRACTOR agrees that any Subcontractor employed by
Okaloosa County Transfer Contract_Final Page 37 of 52
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
~c~-middotmiddot
[r--- tmiddotmiddot r
-middotmiddotmiddotmiddot
John W Minger 1350 E John Sims Pkwy Niceville FIorida 32578
Ill 1lfllnffl 1ftmot ~ _ - 1o
amp i In lb J shy bulli lo amp r- b poJNr otlaquon t~lo Jul ou1Mtfwl IM da and ffJ loo Ulfffilffl
bullbull - scr North~teDevelomicrorent ~y Inc bull
i Jlaquolh1laquord fn our prlaquoHncbullmiddot
wmiddotM~middot7J middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot ~
Lois Jones STATE OF Flori COUNTY OF Ca]oosa
I HlllampIY CIATIFY lhfl on 1hi1 day btfor me an olfictt d11l1 nliltelbld middot in 11M $1amp11 afOffllid ampnd In 1M Cova11 alonuid to Ille UkllllMtiplfntt ptllDIUIU apptAltclJlh If 1111gar poundKee Vice President ~Jleve1opnmtt Ollpiey Inc
FILEtl 1247660 OKALOOSA COUNTYFLORIDA
I
R~D1 MAR 11 1993 8 3144 PM NEWNAN C BRACKIN CLERK
I
I
filtmiddot--middot~
ityen~~-middot-1
[ks-
middoto
MADAUIOJ1CESUllLY 2U-111l
1Jlll 1arnntg Jnd Mad and txoeuttd th 12th J February A D 19 92 amp
Northgate DeVelomicrorent Canpany Inc
bull -11on unJ tho 1w f Florida ino -1 i o fufnnbull 1350 E John Sims Pkwy Niceville FL 32578 ~naff1r colW tiamp gronlor lo Okaloosa Board of County Cctrmissioners
colioi potoltc ddr u Okaloosa County courthouse OFFICIAL RECORDS Crestview Fl 32536 BK 1732 PG 486
InaIn cglfd tM pontH
~=i-ie1wl=- ~~ f ltlltnHStfh TloJ tho and tn i1on ti o I 1oo deg
Iuaampr --middot _ w-of b _ rii amp J ampIn U alun NMfH Ju oon1 and oonllfll unlo 11 grcsnlN ell thot Nriabl land uuai ln Count Fonde1 uls
LEXAL DESCRIPrIOO CCHoIDvCIN3 at the concrete nonurrent (1980 FAFB) rrarking the NW corner of the NE ( ~f section 8 lbwnship 2 South Range 24 West Okaloosa Co1lllty Florida run S88-2048E along the north boundacy thereof 62500 feet to a concrete mgtrnnEnt numbered 3501 thence S03deg00 1 181w 20006 feet to a concrete rronurrent mmtered 3501 and the POINI OF BEGINNIIlaquo thence continue S03deg00 1 l811W 6602 feet to a concrete mmUOOlt numbered 3501 thence S88deg2048 11E 113000 feet to a ooncrete nonument mmbered 3501 on the weseerly right-of-way line of the Hill Avenue Extension AKA Freedan-Way thence N07deg1545 11E along said right-of-way line 6632 feet to a concrete rromment nurrbered 3501 thence N88deg2048W 113493 feet to the POINT OF BffiINNING Containing 172 acres nore or less SUbject to easanent of record ittls property is to be used as county maintained road
Togtlfatr wfll oU 1k l1Mriuntt lrcll10ffl9ftlt csnd PurffflGICff -- ~ or M - wlte appertlllrdnf
to llaue and hi ltlld i 1=
Pj lb bull -bull1 wllb deg deg tloJ U b raU Nlud o i rd In fbull 1ha1 II _ bull- onJ r(ul _ lo uonJ rl deg U r-6 JI _ fflllhi th ml lo a14 -land anJ wtU drmd th IOIM aolntl 1Jw lcuufuJ datnu of U Pll9INMI whm bull and thol aid encl ll ol all irncwn~NPCa except truces accruing subsequent to December 31 1991
I
MADAIIIS OrPICE SUPPLY -2138113 WAHANff OUO =01-iunON
I
1hls WillTIIIIY Jttd MJ ond 1J lhbull 11th Joybull 0tober A D 1039 b
Northgate Develomicronent company Inci
J IIbull i pi oA carpofGflon bulldlllnQ unJ IA ruw al Florida lutiMti 1111 203 John C Sims Parkway Niceville Florida 32578 Ibullmiddotmiddotmiddotmiddot -~ 1bull1elnoflf cauJ 11 grontor to
1affelnotr eatrlaquol rr glllllfN
1tflbttsStlh Tlw IM bullmiddot o J In eondJlon o If wn o I 1000 J olr valuofI conttdtfoUoru NmlPl whro lf Jarfy aclinowiJaJ b t-bullbull pNtenb do oad NlValn U isbm w111Ue Nto mn1M1 and confmn unlo 1M granfN call IIat ctdn Lind uuue Oi Okaloosa Counl Florida ~Iamp
LFGAL DFSCRIPrION PARCEL B BEGINNING at the concrete monument marking (1980 JilFB) the NW corner of the NE of Section 8 Township 2 South Range 24 West Okaloosa OJunty Florida run S88deg20 14811 E along the north boijndary thereof 62500 feet to a concrete monunent numbered 3501 tBence S03 001 l81W 46000 feet to a concrete monument numbered 3501 thence N88 2048W 62500 feet to a concrete monument num~red 3501 on the west boundary of the aforesaid NE~ of Section 8 thence N03 0018E along said west boindary 46000 feet to the POINT OF BEGINNING Containing 660 acres more or less middot
Togtlhff WlH apparialnlRQ
To llaue and to Bold 1 r ff Bod th gPIWOr h-b oo-- wllfa ald a~ 1Jm U t lcwuil bullefud ol Mid land tn bull
bnp1 IIal II lo good ~hi J lwul owlori1 lo ll J con- 4JJ IonI Ml U _ vll _ n111u 11a ml fo rdd kI iiil w-lU df=rd tL ==-~~ ~e ~ Luof2J c~ of all~ wAaRUatNr
and duat old land t Ne ol cU encwnLroncu FLORIDA DOCUMENTARY STAMP TAX REQUIRED BY LAW IN THE AMOUNT OF IJVe(Sdeg1AS BEEN P bull NEWMAN C BR CKIN CLERK OKAL COU TY B DC
~0~~ ohn wbull MingerL ExecbullVice Pres-middotmiddotmiddot
IPACl ULOW 01 IKO-flgtIH VU
I HERampBY CERTIFY thn on thibull dar bdou me an officer dulr authoriud in 1hc Stilt aforuald and in the County alorruid to ukc ucknowlrd~mn11 pcnonbullllr appnrtd
John w Minger Exec Vice Pres Northgate Developnent Ompany Inc
RCD1 OCT 23 1989 NEWMAN C BRACKIN
FILElt 1058478 OKALOOSA COUNTYFL0R1DA
r Waste Management Inc of Florida
w~o11 poatollH addra U 500 Cypress Creek Road West Suite 300 Fort Lauderdale Florida 33309
I
t
I
l I [ L_) middot
r r
I 251 PM f-
CLERK i
-
EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
CONTRACTOR shall be requrred to comply with the terms and conditions of this
Agreement and the CONTRACTOR shall be responsible for ensuring said compliance
Changes to approved Subcontractors require written consent of the COUNTY
154 INDEPENDENT CONTRACTOR
It is understood and agreed that nothing herein contained is intended or should be
constrned as in any way establishing the relationship of co-partners between the parties
hereto or as constituting the CONTRACTOR as the agent representative or employee of
the COUNTY for any purpose whatsoever The CONTRACTOR is to be and shall
remain an independent contractor with respect to all services performed under this
Agreement The CONTRACTOR shall be solely responsible for the acts and omissions
of its officers agents employees permitted contractors and permitted Subcontractors
155 NON-DISCRIMINATION PROVISIONS
CONTRACTOR shall not on the grounds of race color national origin religion sex
age disability or marital status discriminate in any form or manner against said
CONTRACTORs employees or applicants for employment (as provided in Title VI of
the 1964 Civil Rights Act and the Florida Human Rights Act of 1977) Furthermore
CONTRACTOR shall comply with all applicable Federal and State Laws Executive
Orders and Regulations prohibiting discrimination as herein above referenced are
included by this reference thereto including Vietnam-Era Veterans and Disabled Veterans
within its protective range of applicability
CONTRACTOR warrants that it is qualified to enter into this contract in accordance with
the provisions of the Flmida Public Entity Crime Statute Section 287133 Florida
Statutes
CONTRACTOR shall exercise reasonable efforts to use local resources including local
Subcontractors local suppliers and material men and local laborers and if such local
resources are available and deliverable in a quantity quality and cost at least comparable
to non-local resources shall be given preference and used in the pe1formance of this
Agreement
Okaloosa County Transfer Contract_Final Page38 of52
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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John W Minger 1350 E John Sims Pkwy Niceville FIorida 32578
Ill 1lfllnffl 1ftmot ~ _ - 1o
amp i In lb J shy bulli lo amp r- b poJNr otlaquon t~lo Jul ou1Mtfwl IM da and ffJ loo Ulfffilffl
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wmiddotM~middot7J middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot ~
Lois Jones STATE OF Flori COUNTY OF Ca]oosa
I HlllampIY CIATIFY lhfl on 1hi1 day btfor me an olfictt d11l1 nliltelbld middot in 11M $1amp11 afOffllid ampnd In 1M Cova11 alonuid to Ille UkllllMtiplfntt ptllDIUIU apptAltclJlh If 1111gar poundKee Vice President ~Jleve1opnmtt Ollpiey Inc
FILEtl 1247660 OKALOOSA COUNTYFLORIDA
I
R~D1 MAR 11 1993 8 3144 PM NEWNAN C BRACKIN CLERK
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Northgate DeVelomicrorent Canpany Inc
bull -11on unJ tho 1w f Florida ino -1 i o fufnnbull 1350 E John Sims Pkwy Niceville FL 32578 ~naff1r colW tiamp gronlor lo Okaloosa Board of County Cctrmissioners
colioi potoltc ddr u Okaloosa County courthouse OFFICIAL RECORDS Crestview Fl 32536 BK 1732 PG 486
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LEXAL DESCRIPrIOO CCHoIDvCIN3 at the concrete nonurrent (1980 FAFB) rrarking the NW corner of the NE ( ~f section 8 lbwnship 2 South Range 24 West Okaloosa Co1lllty Florida run S88-2048E along the north boundacy thereof 62500 feet to a concrete mgtrnnEnt numbered 3501 thence S03deg00 1 181w 20006 feet to a concrete rronurrent mmtered 3501 and the POINI OF BEGINNIIlaquo thence continue S03deg00 1 l811W 6602 feet to a concrete mmUOOlt numbered 3501 thence S88deg2048 11E 113000 feet to a ooncrete nonument mmbered 3501 on the weseerly right-of-way line of the Hill Avenue Extension AKA Freedan-Way thence N07deg1545 11E along said right-of-way line 6632 feet to a concrete rromment nurrbered 3501 thence N88deg2048W 113493 feet to the POINT OF BffiINNING Containing 172 acres nore or less SUbject to easanent of record ittls property is to be used as county maintained road
Togtlfatr wfll oU 1k l1Mriuntt lrcll10ffl9ftlt csnd PurffflGICff -- ~ or M - wlte appertlllrdnf
to llaue and hi ltlld i 1=
Pj lb bull -bull1 wllb deg deg tloJ U b raU Nlud o i rd In fbull 1ha1 II _ bull- onJ r(ul _ lo uonJ rl deg U r-6 JI _ fflllhi th ml lo a14 -land anJ wtU drmd th IOIM aolntl 1Jw lcuufuJ datnu of U Pll9INMI whm bull and thol aid encl ll ol all irncwn~NPCa except truces accruing subsequent to December 31 1991
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MADAIIIS OrPICE SUPPLY -2138113 WAHANff OUO =01-iunON
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Northgate Develomicronent company Inci
J IIbull i pi oA carpofGflon bulldlllnQ unJ IA ruw al Florida lutiMti 1111 203 John C Sims Parkway Niceville Florida 32578 Ibullmiddotmiddotmiddotmiddot -~ 1bull1elnoflf cauJ 11 grontor to
1affelnotr eatrlaquol rr glllllfN
1tflbttsStlh Tlw IM bullmiddot o J In eondJlon o If wn o I 1000 J olr valuofI conttdtfoUoru NmlPl whro lf Jarfy aclinowiJaJ b t-bullbull pNtenb do oad NlValn U isbm w111Ue Nto mn1M1 and confmn unlo 1M granfN call IIat ctdn Lind uuue Oi Okaloosa Counl Florida ~Iamp
LFGAL DFSCRIPrION PARCEL B BEGINNING at the concrete monument marking (1980 JilFB) the NW corner of the NE of Section 8 Township 2 South Range 24 West Okaloosa OJunty Florida run S88deg20 14811 E along the north boijndary thereof 62500 feet to a concrete monunent numbered 3501 tBence S03 001 l81W 46000 feet to a concrete monument numbered 3501 thence N88 2048W 62500 feet to a concrete monument num~red 3501 on the west boundary of the aforesaid NE~ of Section 8 thence N03 0018E along said west boindary 46000 feet to the POINT OF BEGINNING Containing 660 acres more or less middot
Togtlhff WlH apparialnlRQ
To llaue and to Bold 1 r ff Bod th gPIWOr h-b oo-- wllfa ald a~ 1Jm U t lcwuil bullefud ol Mid land tn bull
bnp1 IIal II lo good ~hi J lwul owlori1 lo ll J con- 4JJ IonI Ml U _ vll _ n111u 11a ml fo rdd kI iiil w-lU df=rd tL ==-~~ ~e ~ Luof2J c~ of all~ wAaRUatNr
and duat old land t Ne ol cU encwnLroncu FLORIDA DOCUMENTARY STAMP TAX REQUIRED BY LAW IN THE AMOUNT OF IJVe(Sdeg1AS BEEN P bull NEWMAN C BR CKIN CLERK OKAL COU TY B DC
~0~~ ohn wbull MingerL ExecbullVice Pres-middotmiddotmiddot
IPACl ULOW 01 IKO-flgtIH VU
I HERampBY CERTIFY thn on thibull dar bdou me an officer dulr authoriud in 1hc Stilt aforuald and in the County alorruid to ukc ucknowlrd~mn11 pcnonbullllr appnrtd
John w Minger Exec Vice Pres Northgate Developnent Ompany Inc
RCD1 OCT 23 1989 NEWMAN C BRACKIN
FILElt 1058478 OKALOOSA COUNTYFL0R1DA
r Waste Management Inc of Florida
w~o11 poatollH addra U 500 Cypress Creek Road West Suite 300 Fort Lauderdale Florida 33309
I
t
I
l I [ L_) middot
r r
I 251 PM f-
CLERK i
-
EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
156 LAW TO GOVERN VENUE JURISDICTION
This Agreement shall be governed by the laws of the State of Florida The parties
aclrnowledge that a substantial portion of negotiations anticipated performance and
execution of this Agreement occurred or shall occur in Okaloosa County Florida and
that therefore without limiting the jurisdiction or venue of any other federal or state
courts each of the parties irrevocably and unconditionally agrees that any suit action or
legal proceeding arising out of or relating to this Agreement shall be brought in the
Circuit Court of the First Judicial Circuit in and for Okaloosa County Florida
157 ILLEGAL PROVISIONS
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid illegal or unenforceable in any respect such invalidity
illegality or unenforceability shall not affect any other provision of this Agreement and
this Agreement shall be construed as if such invalid illegal or unenforceable provisions
has not been sated herein
158 MODIFICATIONS
The te1ms and conditions of this Agreement may be modified from time to time by
mutual agreement of the parties as evidenced by a written agreement duly executed by
the parties hereto or their representatives No modification or amendment of this
Franchise shall be valid and effective unless evidenced by the require agreement in
wiiting
159 PREPARATION OF AGREEMENT
This Agreement shall not be construed more strongly against any party regardless that
such party or its counsel drafted this Agreement
1510 REMEDIES CUMULATIVE
Except as otherwise expressly provided herein no remedy herein conferred upon any
party is intended to be exclusive of any other remedy Each and every such remedy shall
Okaloosa County Transfer Contract_Final Page39of52
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
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John W Minger 1350 E John Sims Pkwy Niceville FIorida 32578
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amp i In lb J shy bulli lo amp r- b poJNr otlaquon t~lo Jul ou1Mtfwl IM da and ffJ loo Ulfffilffl
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wmiddotM~middot7J middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot ~
Lois Jones STATE OF Flori COUNTY OF Ca]oosa
I HlllampIY CIATIFY lhfl on 1hi1 day btfor me an olfictt d11l1 nliltelbld middot in 11M $1amp11 afOffllid ampnd In 1M Cova11 alonuid to Ille UkllllMtiplfntt ptllDIUIU apptAltclJlh If 1111gar poundKee Vice President ~Jleve1opnmtt Ollpiey Inc
FILEtl 1247660 OKALOOSA COUNTYFLORIDA
I
R~D1 MAR 11 1993 8 3144 PM NEWNAN C BRACKIN CLERK
I
I
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Northgate DeVelomicrorent Canpany Inc
bull -11on unJ tho 1w f Florida ino -1 i o fufnnbull 1350 E John Sims Pkwy Niceville FL 32578 ~naff1r colW tiamp gronlor lo Okaloosa Board of County Cctrmissioners
colioi potoltc ddr u Okaloosa County courthouse OFFICIAL RECORDS Crestview Fl 32536 BK 1732 PG 486
InaIn cglfd tM pontH
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Iuaampr --middot _ w-of b _ rii amp J ampIn U alun NMfH Ju oon1 and oonllfll unlo 11 grcsnlN ell thot Nriabl land uuai ln Count Fonde1 uls
LEXAL DESCRIPrIOO CCHoIDvCIN3 at the concrete nonurrent (1980 FAFB) rrarking the NW corner of the NE ( ~f section 8 lbwnship 2 South Range 24 West Okaloosa Co1lllty Florida run S88-2048E along the north boundacy thereof 62500 feet to a concrete mgtrnnEnt numbered 3501 thence S03deg00 1 181w 20006 feet to a concrete rronurrent mmtered 3501 and the POINI OF BEGINNIIlaquo thence continue S03deg00 1 l811W 6602 feet to a concrete mmUOOlt numbered 3501 thence S88deg2048 11E 113000 feet to a ooncrete nonument mmbered 3501 on the weseerly right-of-way line of the Hill Avenue Extension AKA Freedan-Way thence N07deg1545 11E along said right-of-way line 6632 feet to a concrete rromment nurrbered 3501 thence N88deg2048W 113493 feet to the POINT OF BffiINNING Containing 172 acres nore or less SUbject to easanent of record ittls property is to be used as county maintained road
Togtlfatr wfll oU 1k l1Mriuntt lrcll10ffl9ftlt csnd PurffflGICff -- ~ or M - wlte appertlllrdnf
to llaue and hi ltlld i 1=
Pj lb bull -bull1 wllb deg deg tloJ U b raU Nlud o i rd In fbull 1ha1 II _ bull- onJ r(ul _ lo uonJ rl deg U r-6 JI _ fflllhi th ml lo a14 -land anJ wtU drmd th IOIM aolntl 1Jw lcuufuJ datnu of U Pll9INMI whm bull and thol aid encl ll ol all irncwn~NPCa except truces accruing subsequent to December 31 1991
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MADAIIIS OrPICE SUPPLY -2138113 WAHANff OUO =01-iunON
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1hls WillTIIIIY Jttd MJ ond 1J lhbull 11th Joybull 0tober A D 1039 b
Northgate Develomicronent company Inci
J IIbull i pi oA carpofGflon bulldlllnQ unJ IA ruw al Florida lutiMti 1111 203 John C Sims Parkway Niceville Florida 32578 Ibullmiddotmiddotmiddotmiddot -~ 1bull1elnoflf cauJ 11 grontor to
1affelnotr eatrlaquol rr glllllfN
1tflbttsStlh Tlw IM bullmiddot o J In eondJlon o If wn o I 1000 J olr valuofI conttdtfoUoru NmlPl whro lf Jarfy aclinowiJaJ b t-bullbull pNtenb do oad NlValn U isbm w111Ue Nto mn1M1 and confmn unlo 1M granfN call IIat ctdn Lind uuue Oi Okaloosa Counl Florida ~Iamp
LFGAL DFSCRIPrION PARCEL B BEGINNING at the concrete monument marking (1980 JilFB) the NW corner of the NE of Section 8 Township 2 South Range 24 West Okaloosa OJunty Florida run S88deg20 14811 E along the north boijndary thereof 62500 feet to a concrete monunent numbered 3501 tBence S03 001 l81W 46000 feet to a concrete monument numbered 3501 thence N88 2048W 62500 feet to a concrete monument num~red 3501 on the west boundary of the aforesaid NE~ of Section 8 thence N03 0018E along said west boindary 46000 feet to the POINT OF BEGINNING Containing 660 acres more or less middot
Togtlhff WlH apparialnlRQ
To llaue and to Bold 1 r ff Bod th gPIWOr h-b oo-- wllfa ald a~ 1Jm U t lcwuil bullefud ol Mid land tn bull
bnp1 IIal II lo good ~hi J lwul owlori1 lo ll J con- 4JJ IonI Ml U _ vll _ n111u 11a ml fo rdd kI iiil w-lU df=rd tL ==-~~ ~e ~ Luof2J c~ of all~ wAaRUatNr
and duat old land t Ne ol cU encwnLroncu FLORIDA DOCUMENTARY STAMP TAX REQUIRED BY LAW IN THE AMOUNT OF IJVe(Sdeg1AS BEEN P bull NEWMAN C BR CKIN CLERK OKAL COU TY B DC
~0~~ ohn wbull MingerL ExecbullVice Pres-middotmiddotmiddot
IPACl ULOW 01 IKO-flgtIH VU
I HERampBY CERTIFY thn on thibull dar bdou me an officer dulr authoriud in 1hc Stilt aforuald and in the County alorruid to ukc ucknowlrd~mn11 pcnonbullllr appnrtd
John w Minger Exec Vice Pres Northgate Developnent Ompany Inc
RCD1 OCT 23 1989 NEWMAN C BRACKIN
FILElt 1058478 OKALOOSA COUNTYFL0R1DA
r Waste Management Inc of Florida
w~o11 poatollH addra U 500 Cypress Creek Road West Suite 300 Fort Lauderdale Florida 33309
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CLERK i
-
EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing at law or in equity or by statute or otherwise No single or pa1tial
exercise by any party of any right power or remedy hereunder shall preclude any other or
further exercise thereof
No provision of this Agreement is to be interpreted as a penalty upon any patty to this
Agreement The parties hereby agree that the rights of the COUNTY in the event the
CONTRACTOR takes or fails to take certain actions pursuant to this Agreement are
reasonable and that the patties desire such certainty with regard to such matters
1511 HEADINGS
The headings contained in this Agreement are for convenience of reference only are not
to be considered a part hereof and shall not limit or otherwise effect in any way the
meaning or interpretation of this Agreement
1512 REPRESENTATIONS OF CONTRACTOR
CONTRACTOR represents that (i) it is a corporation duly organized under the laws of
the State of Florida qualified to do business in the State of Fl01ida (ii) this Agreement
has been duly authorized executed and delivered in the State of Florida and (iii) it has
required power and authority to perform this Agreement
1513 REPRESENTATIONS OF COUNTY
The COUNTY represents that (i) this Agreement has been duly authorized executed and
delivered by the Board as the governing body of Okaloosa County in accordance with
law and (ii) it has the required power and authority to perform this Agreement
1514 REPRESENTATIVES
The authorized representative of the CONTRACTOR for the purposes of this Agreement
shall be the Manager of the Transfer Station The Auth01ized Representative of the
COUNTY for the purposes of this Agreement shall be the Public Works Director Either
Okaloosa County Transfer Contract_Final Page40 of52
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
~c~-middotmiddot
[r--- tmiddotmiddot r
-middotmiddotmiddotmiddot
John W Minger 1350 E John Sims Pkwy Niceville FIorida 32578
Ill 1lfllnffl 1ftmot ~ _ - 1o
amp i In lb J shy bulli lo amp r- b poJNr otlaquon t~lo Jul ou1Mtfwl IM da and ffJ loo Ulfffilffl
bullbull - scr North~teDevelomicrorent ~y Inc bull
i Jlaquolh1laquord fn our prlaquoHncbullmiddot
wmiddotM~middot7J middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot ~
Lois Jones STATE OF Flori COUNTY OF Ca]oosa
I HlllampIY CIATIFY lhfl on 1hi1 day btfor me an olfictt d11l1 nliltelbld middot in 11M $1amp11 afOffllid ampnd In 1M Cova11 alonuid to Ille UkllllMtiplfntt ptllDIUIU apptAltclJlh If 1111gar poundKee Vice President ~Jleve1opnmtt Ollpiey Inc
FILEtl 1247660 OKALOOSA COUNTYFLORIDA
I
R~D1 MAR 11 1993 8 3144 PM NEWNAN C BRACKIN CLERK
I
I
filtmiddot--middot~
ityen~~-middot-1
[ks-
middoto
MADAUIOJ1CESUllLY 2U-111l
1Jlll 1arnntg Jnd Mad and txoeuttd th 12th J February A D 19 92 amp
Northgate DeVelomicrorent Canpany Inc
bull -11on unJ tho 1w f Florida ino -1 i o fufnnbull 1350 E John Sims Pkwy Niceville FL 32578 ~naff1r colW tiamp gronlor lo Okaloosa Board of County Cctrmissioners
colioi potoltc ddr u Okaloosa County courthouse OFFICIAL RECORDS Crestview Fl 32536 BK 1732 PG 486
InaIn cglfd tM pontH
~=i-ie1wl=- ~~ f ltlltnHStfh TloJ tho and tn i1on ti o I 1oo deg
Iuaampr --middot _ w-of b _ rii amp J ampIn U alun NMfH Ju oon1 and oonllfll unlo 11 grcsnlN ell thot Nriabl land uuai ln Count Fonde1 uls
LEXAL DESCRIPrIOO CCHoIDvCIN3 at the concrete nonurrent (1980 FAFB) rrarking the NW corner of the NE ( ~f section 8 lbwnship 2 South Range 24 West Okaloosa Co1lllty Florida run S88-2048E along the north boundacy thereof 62500 feet to a concrete mgtrnnEnt numbered 3501 thence S03deg00 1 181w 20006 feet to a concrete rronurrent mmtered 3501 and the POINI OF BEGINNIIlaquo thence continue S03deg00 1 l811W 6602 feet to a concrete mmUOOlt numbered 3501 thence S88deg2048 11E 113000 feet to a ooncrete nonument mmbered 3501 on the weseerly right-of-way line of the Hill Avenue Extension AKA Freedan-Way thence N07deg1545 11E along said right-of-way line 6632 feet to a concrete rromment nurrbered 3501 thence N88deg2048W 113493 feet to the POINT OF BffiINNING Containing 172 acres nore or less SUbject to easanent of record ittls property is to be used as county maintained road
Togtlfatr wfll oU 1k l1Mriuntt lrcll10ffl9ftlt csnd PurffflGICff -- ~ or M - wlte appertlllrdnf
to llaue and hi ltlld i 1=
Pj lb bull -bull1 wllb deg deg tloJ U b raU Nlud o i rd In fbull 1ha1 II _ bull- onJ r(ul _ lo uonJ rl deg U r-6 JI _ fflllhi th ml lo a14 -land anJ wtU drmd th IOIM aolntl 1Jw lcuufuJ datnu of U Pll9INMI whm bull and thol aid encl ll ol all irncwn~NPCa except truces accruing subsequent to December 31 1991
I
MADAIIIS OrPICE SUPPLY -2138113 WAHANff OUO =01-iunON
I
1hls WillTIIIIY Jttd MJ ond 1J lhbull 11th Joybull 0tober A D 1039 b
Northgate Develomicronent company Inci
J IIbull i pi oA carpofGflon bulldlllnQ unJ IA ruw al Florida lutiMti 1111 203 John C Sims Parkway Niceville Florida 32578 Ibullmiddotmiddotmiddotmiddot -~ 1bull1elnoflf cauJ 11 grontor to
1affelnotr eatrlaquol rr glllllfN
1tflbttsStlh Tlw IM bullmiddot o J In eondJlon o If wn o I 1000 J olr valuofI conttdtfoUoru NmlPl whro lf Jarfy aclinowiJaJ b t-bullbull pNtenb do oad NlValn U isbm w111Ue Nto mn1M1 and confmn unlo 1M granfN call IIat ctdn Lind uuue Oi Okaloosa Counl Florida ~Iamp
LFGAL DFSCRIPrION PARCEL B BEGINNING at the concrete monument marking (1980 JilFB) the NW corner of the NE of Section 8 Township 2 South Range 24 West Okaloosa OJunty Florida run S88deg20 14811 E along the north boijndary thereof 62500 feet to a concrete monunent numbered 3501 tBence S03 001 l81W 46000 feet to a concrete monument numbered 3501 thence N88 2048W 62500 feet to a concrete monument num~red 3501 on the west boundary of the aforesaid NE~ of Section 8 thence N03 0018E along said west boindary 46000 feet to the POINT OF BEGINNING Containing 660 acres more or less middot
Togtlhff WlH apparialnlRQ
To llaue and to Bold 1 r ff Bod th gPIWOr h-b oo-- wllfa ald a~ 1Jm U t lcwuil bullefud ol Mid land tn bull
bnp1 IIal II lo good ~hi J lwul owlori1 lo ll J con- 4JJ IonI Ml U _ vll _ n111u 11a ml fo rdd kI iiil w-lU df=rd tL ==-~~ ~e ~ Luof2J c~ of all~ wAaRUatNr
and duat old land t Ne ol cU encwnLroncu FLORIDA DOCUMENTARY STAMP TAX REQUIRED BY LAW IN THE AMOUNT OF IJVe(Sdeg1AS BEEN P bull NEWMAN C BR CKIN CLERK OKAL COU TY B DC
~0~~ ohn wbull MingerL ExecbullVice Pres-middotmiddotmiddot
IPACl ULOW 01 IKO-flgtIH VU
I HERampBY CERTIFY thn on thibull dar bdou me an officer dulr authoriud in 1hc Stilt aforuald and in the County alorruid to ukc ucknowlrd~mn11 pcnonbullllr appnrtd
John w Minger Exec Vice Pres Northgate Developnent Ompany Inc
RCD1 OCT 23 1989 NEWMAN C BRACKIN
FILElt 1058478 OKALOOSA COUNTYFL0R1DA
r Waste Management Inc of Florida
w~o11 poatollH addra U 500 Cypress Creek Road West Suite 300 Fort Lauderdale Florida 33309
I
t
I
l I [ L_) middot
r r
I 251 PM f-
CLERK i
-
EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
party may change its representatives upon five ( 5) Days written notice to the other party
Any waiver shall be in writing and signed by the party granting such waiver In any
representation warrant or covenant by the other party such waiver shall be limited to the
particular breach so waived and shall not be deemed to waive any other breach under this
Agreement
1515 NOTICES
All notices and consents required or pennitted by this Agreement shall be in writing and
transmitted by registered or certified mail return receipt requested with notice deemed to
be given upon receipt postage prepaid and addressed as follows
Ifto COUNTY Director
Public Works Department
1759 South Ferdon Boulevard
Crestview FL 32536
With copies to Chairman Board of County Commissioners
Okaloosa County Courthouse
Crestview FL 32536
And JohnR Dowd
County Attorney
PO Box404
Shalimar FL 32579
Ifto CONTRACTOR
With a copy to
Okaloosa County Transfer Contract_Final Page 41 of52
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
~c~-middotmiddot
[r--- tmiddotmiddot r
-middotmiddotmiddotmiddot
John W Minger 1350 E John Sims Pkwy Niceville FIorida 32578
Ill 1lfllnffl 1ftmot ~ _ - 1o
amp i In lb J shy bulli lo amp r- b poJNr otlaquon t~lo Jul ou1Mtfwl IM da and ffJ loo Ulfffilffl
bullbull - scr North~teDevelomicrorent ~y Inc bull
i Jlaquolh1laquord fn our prlaquoHncbullmiddot
wmiddotM~middot7J middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot ~
Lois Jones STATE OF Flori COUNTY OF Ca]oosa
I HlllampIY CIATIFY lhfl on 1hi1 day btfor me an olfictt d11l1 nliltelbld middot in 11M $1amp11 afOffllid ampnd In 1M Cova11 alonuid to Ille UkllllMtiplfntt ptllDIUIU apptAltclJlh If 1111gar poundKee Vice President ~Jleve1opnmtt Ollpiey Inc
FILEtl 1247660 OKALOOSA COUNTYFLORIDA
I
R~D1 MAR 11 1993 8 3144 PM NEWNAN C BRACKIN CLERK
I
I
filtmiddot--middot~
ityen~~-middot-1
[ks-
middoto
MADAUIOJ1CESUllLY 2U-111l
1Jlll 1arnntg Jnd Mad and txoeuttd th 12th J February A D 19 92 amp
Northgate DeVelomicrorent Canpany Inc
bull -11on unJ tho 1w f Florida ino -1 i o fufnnbull 1350 E John Sims Pkwy Niceville FL 32578 ~naff1r colW tiamp gronlor lo Okaloosa Board of County Cctrmissioners
colioi potoltc ddr u Okaloosa County courthouse OFFICIAL RECORDS Crestview Fl 32536 BK 1732 PG 486
InaIn cglfd tM pontH
~=i-ie1wl=- ~~ f ltlltnHStfh TloJ tho and tn i1on ti o I 1oo deg
Iuaampr --middot _ w-of b _ rii amp J ampIn U alun NMfH Ju oon1 and oonllfll unlo 11 grcsnlN ell thot Nriabl land uuai ln Count Fonde1 uls
LEXAL DESCRIPrIOO CCHoIDvCIN3 at the concrete nonurrent (1980 FAFB) rrarking the NW corner of the NE ( ~f section 8 lbwnship 2 South Range 24 West Okaloosa Co1lllty Florida run S88-2048E along the north boundacy thereof 62500 feet to a concrete mgtrnnEnt numbered 3501 thence S03deg00 1 181w 20006 feet to a concrete rronurrent mmtered 3501 and the POINI OF BEGINNIIlaquo thence continue S03deg00 1 l811W 6602 feet to a concrete mmUOOlt numbered 3501 thence S88deg2048 11E 113000 feet to a ooncrete nonument mmbered 3501 on the weseerly right-of-way line of the Hill Avenue Extension AKA Freedan-Way thence N07deg1545 11E along said right-of-way line 6632 feet to a concrete rromment nurrbered 3501 thence N88deg2048W 113493 feet to the POINT OF BffiINNING Containing 172 acres nore or less SUbject to easanent of record ittls property is to be used as county maintained road
Togtlfatr wfll oU 1k l1Mriuntt lrcll10ffl9ftlt csnd PurffflGICff -- ~ or M - wlte appertlllrdnf
to llaue and hi ltlld i 1=
Pj lb bull -bull1 wllb deg deg tloJ U b raU Nlud o i rd In fbull 1ha1 II _ bull- onJ r(ul _ lo uonJ rl deg U r-6 JI _ fflllhi th ml lo a14 -land anJ wtU drmd th IOIM aolntl 1Jw lcuufuJ datnu of U Pll9INMI whm bull and thol aid encl ll ol all irncwn~NPCa except truces accruing subsequent to December 31 1991
I
MADAIIIS OrPICE SUPPLY -2138113 WAHANff OUO =01-iunON
I
1hls WillTIIIIY Jttd MJ ond 1J lhbull 11th Joybull 0tober A D 1039 b
Northgate Develomicronent company Inci
J IIbull i pi oA carpofGflon bulldlllnQ unJ IA ruw al Florida lutiMti 1111 203 John C Sims Parkway Niceville Florida 32578 Ibullmiddotmiddotmiddotmiddot -~ 1bull1elnoflf cauJ 11 grontor to
1affelnotr eatrlaquol rr glllllfN
1tflbttsStlh Tlw IM bullmiddot o J In eondJlon o If wn o I 1000 J olr valuofI conttdtfoUoru NmlPl whro lf Jarfy aclinowiJaJ b t-bullbull pNtenb do oad NlValn U isbm w111Ue Nto mn1M1 and confmn unlo 1M granfN call IIat ctdn Lind uuue Oi Okaloosa Counl Florida ~Iamp
LFGAL DFSCRIPrION PARCEL B BEGINNING at the concrete monument marking (1980 JilFB) the NW corner of the NE of Section 8 Township 2 South Range 24 West Okaloosa OJunty Florida run S88deg20 14811 E along the north boijndary thereof 62500 feet to a concrete monunent numbered 3501 tBence S03 001 l81W 46000 feet to a concrete monument numbered 3501 thence N88 2048W 62500 feet to a concrete monument num~red 3501 on the west boundary of the aforesaid NE~ of Section 8 thence N03 0018E along said west boindary 46000 feet to the POINT OF BEGINNING Containing 660 acres more or less middot
Togtlhff WlH apparialnlRQ
To llaue and to Bold 1 r ff Bod th gPIWOr h-b oo-- wllfa ald a~ 1Jm U t lcwuil bullefud ol Mid land tn bull
bnp1 IIal II lo good ~hi J lwul owlori1 lo ll J con- 4JJ IonI Ml U _ vll _ n111u 11a ml fo rdd kI iiil w-lU df=rd tL ==-~~ ~e ~ Luof2J c~ of all~ wAaRUatNr
and duat old land t Ne ol cU encwnLroncu FLORIDA DOCUMENTARY STAMP TAX REQUIRED BY LAW IN THE AMOUNT OF IJVe(Sdeg1AS BEEN P bull NEWMAN C BR CKIN CLERK OKAL COU TY B DC
~0~~ ohn wbull MingerL ExecbullVice Pres-middotmiddotmiddot
IPACl ULOW 01 IKO-flgtIH VU
I HERampBY CERTIFY thn on thibull dar bdou me an officer dulr authoriud in 1hc Stilt aforuald and in the County alorruid to ukc ucknowlrd~mn11 pcnonbullllr appnrtd
John w Minger Exec Vice Pres Northgate Developnent Ompany Inc
RCD1 OCT 23 1989 NEWMAN C BRACKIN
FILElt 1058478 OKALOOSA COUNTYFL0R1DA
r Waste Management Inc of Florida
w~o11 poatollH addra U 500 Cypress Creek Road West Suite 300 Fort Lauderdale Florida 33309
I
t
I
l I [ L_) middot
r r
I 251 PM f-
CLERK i
-
EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
Changes in respective addresses to which such notices may be directed may be made
from time to time by either party by notice to the other party
1516 ENTIRE AGREEMENT
This Agreement including all appendices constitutes the entire understanding and
agreement between COUNTY and CONTRACTOR as to the subject matter hereof
Previous agreements are terminated as of the Commencement Date of this Agreement
There are no te1ms obligations covenants or conditions other than those contained
herein No modification or amendment of this Agreement shall be valid and effective
unless evidenced by an agreement in writing
ARTICLE 16 COMPLETION OF PRIOR AGREEMENT
Neithe1middot party shall have any rights duties liabilities nor obligations arising out of the agreement
dated June 2 2000 between the parties hereto including all addenda thereto after the
Commencement Date of service pursuant to this Agreement
Okaloosa County Transfer Contract_Final Page 42 of 52
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
~c~-middotmiddot
[r--- tmiddotmiddot r
-middotmiddotmiddotmiddot
John W Minger 1350 E John Sims Pkwy Niceville FIorida 32578
Ill 1lfllnffl 1ftmot ~ _ - 1o
amp i In lb J shy bulli lo amp r- b poJNr otlaquon t~lo Jul ou1Mtfwl IM da and ffJ loo Ulfffilffl
bullbull - scr North~teDevelomicrorent ~y Inc bull
i Jlaquolh1laquord fn our prlaquoHncbullmiddot
wmiddotM~middot7J middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot ~
Lois Jones STATE OF Flori COUNTY OF Ca]oosa
I HlllampIY CIATIFY lhfl on 1hi1 day btfor me an olfictt d11l1 nliltelbld middot in 11M $1amp11 afOffllid ampnd In 1M Cova11 alonuid to Ille UkllllMtiplfntt ptllDIUIU apptAltclJlh If 1111gar poundKee Vice President ~Jleve1opnmtt Ollpiey Inc
FILEtl 1247660 OKALOOSA COUNTYFLORIDA
I
R~D1 MAR 11 1993 8 3144 PM NEWNAN C BRACKIN CLERK
I
I
filtmiddot--middot~
ityen~~-middot-1
[ks-
middoto
MADAUIOJ1CESUllLY 2U-111l
1Jlll 1arnntg Jnd Mad and txoeuttd th 12th J February A D 19 92 amp
Northgate DeVelomicrorent Canpany Inc
bull -11on unJ tho 1w f Florida ino -1 i o fufnnbull 1350 E John Sims Pkwy Niceville FL 32578 ~naff1r colW tiamp gronlor lo Okaloosa Board of County Cctrmissioners
colioi potoltc ddr u Okaloosa County courthouse OFFICIAL RECORDS Crestview Fl 32536 BK 1732 PG 486
InaIn cglfd tM pontH
~=i-ie1wl=- ~~ f ltlltnHStfh TloJ tho and tn i1on ti o I 1oo deg
Iuaampr --middot _ w-of b _ rii amp J ampIn U alun NMfH Ju oon1 and oonllfll unlo 11 grcsnlN ell thot Nriabl land uuai ln Count Fonde1 uls
LEXAL DESCRIPrIOO CCHoIDvCIN3 at the concrete nonurrent (1980 FAFB) rrarking the NW corner of the NE ( ~f section 8 lbwnship 2 South Range 24 West Okaloosa Co1lllty Florida run S88-2048E along the north boundacy thereof 62500 feet to a concrete mgtrnnEnt numbered 3501 thence S03deg00 1 181w 20006 feet to a concrete rronurrent mmtered 3501 and the POINI OF BEGINNIIlaquo thence continue S03deg00 1 l811W 6602 feet to a concrete mmUOOlt numbered 3501 thence S88deg2048 11E 113000 feet to a ooncrete nonument mmbered 3501 on the weseerly right-of-way line of the Hill Avenue Extension AKA Freedan-Way thence N07deg1545 11E along said right-of-way line 6632 feet to a concrete rromment nurrbered 3501 thence N88deg2048W 113493 feet to the POINT OF BffiINNING Containing 172 acres nore or less SUbject to easanent of record ittls property is to be used as county maintained road
Togtlfatr wfll oU 1k l1Mriuntt lrcll10ffl9ftlt csnd PurffflGICff -- ~ or M - wlte appertlllrdnf
to llaue and hi ltlld i 1=
Pj lb bull -bull1 wllb deg deg tloJ U b raU Nlud o i rd In fbull 1ha1 II _ bull- onJ r(ul _ lo uonJ rl deg U r-6 JI _ fflllhi th ml lo a14 -land anJ wtU drmd th IOIM aolntl 1Jw lcuufuJ datnu of U Pll9INMI whm bull and thol aid encl ll ol all irncwn~NPCa except truces accruing subsequent to December 31 1991
I
MADAIIIS OrPICE SUPPLY -2138113 WAHANff OUO =01-iunON
I
1hls WillTIIIIY Jttd MJ ond 1J lhbull 11th Joybull 0tober A D 1039 b
Northgate Develomicronent company Inci
J IIbull i pi oA carpofGflon bulldlllnQ unJ IA ruw al Florida lutiMti 1111 203 John C Sims Parkway Niceville Florida 32578 Ibullmiddotmiddotmiddotmiddot -~ 1bull1elnoflf cauJ 11 grontor to
1affelnotr eatrlaquol rr glllllfN
1tflbttsStlh Tlw IM bullmiddot o J In eondJlon o If wn o I 1000 J olr valuofI conttdtfoUoru NmlPl whro lf Jarfy aclinowiJaJ b t-bullbull pNtenb do oad NlValn U isbm w111Ue Nto mn1M1 and confmn unlo 1M granfN call IIat ctdn Lind uuue Oi Okaloosa Counl Florida ~Iamp
LFGAL DFSCRIPrION PARCEL B BEGINNING at the concrete monument marking (1980 JilFB) the NW corner of the NE of Section 8 Township 2 South Range 24 West Okaloosa OJunty Florida run S88deg20 14811 E along the north boijndary thereof 62500 feet to a concrete monunent numbered 3501 tBence S03 001 l81W 46000 feet to a concrete monument numbered 3501 thence N88 2048W 62500 feet to a concrete monument num~red 3501 on the west boundary of the aforesaid NE~ of Section 8 thence N03 0018E along said west boindary 46000 feet to the POINT OF BEGINNING Containing 660 acres more or less middot
Togtlhff WlH apparialnlRQ
To llaue and to Bold 1 r ff Bod th gPIWOr h-b oo-- wllfa ald a~ 1Jm U t lcwuil bullefud ol Mid land tn bull
bnp1 IIal II lo good ~hi J lwul owlori1 lo ll J con- 4JJ IonI Ml U _ vll _ n111u 11a ml fo rdd kI iiil w-lU df=rd tL ==-~~ ~e ~ Luof2J c~ of all~ wAaRUatNr
and duat old land t Ne ol cU encwnLroncu FLORIDA DOCUMENTARY STAMP TAX REQUIRED BY LAW IN THE AMOUNT OF IJVe(Sdeg1AS BEEN P bull NEWMAN C BR CKIN CLERK OKAL COU TY B DC
~0~~ ohn wbull MingerL ExecbullVice Pres-middotmiddotmiddot
IPACl ULOW 01 IKO-flgtIH VU
I HERampBY CERTIFY thn on thibull dar bdou me an officer dulr authoriud in 1hc Stilt aforuald and in the County alorruid to ukc ucknowlrd~mn11 pcnonbullllr appnrtd
John w Minger Exec Vice Pres Northgate Developnent Ompany Inc
RCD1 OCT 23 1989 NEWMAN C BRACKIN
FILElt 1058478 OKALOOSA COUNTYFL0R1DA
r Waste Management Inc of Florida
w~o11 poatollH addra U 500 Cypress Creek Road West Suite 300 Fort Lauderdale Florida 33309
I
t
I
l I [ L_) middot
r r
I 251 PM f-
CLERK i
-
EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
EXHIBIT A
SPECIAL WASTE
Any waste meeting the description which follows is a Special Waste
a Chemical waste from a laboratory (This is limited to discarded containers of
laboratory chemicals lab equipment lab clothing and debris from lab spills or
cleanup and floor sweepings)
b Articles equipment and clothing containing or contaminated with polychlorinated
biphenyls (PCBs ) Examples would be PCB capacitors or transformers gloves or
aprons from draining operations empty drums that formerly held PCBs etc
c PCB drainings and flushings removed from PCB articles and placed directly into
transport containers
d Empty containers of waste commercial products or chemicals (This applies to a
pmtable container which has been emptied but which may hold residuals of the
product or chemical) Examples of containers are portable tanks drums barrels
cans bags liners etc A container shall be determined RCRA empty according to
the crite1ia specified at 40 CFR s2617
e Asbestos containing waste from building demolition or cleaning This applies to
asbestos-bearing waste insulation materials such as wall board wall spray cove1iugs
pipe insulation etc
f Commercial products or chemicals Off-specification outdated contaniinated or
banned (This also includes products voluntarily removed from the market place by a
manufacturer or distributor in response to allegations of adverse health effects
associated with products use)
g Residue and debris from cleanup spills or releases of a single chemical substance or
commercial product or a single waste which would otherwise qualify as a Special
Waste
Okaloosa County Transfer Contract_Final Page 43 of 52
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
~c~-middotmiddot
[r--- tmiddotmiddot r
-middotmiddotmiddotmiddot
John W Minger 1350 E John Sims Pkwy Niceville FIorida 32578
Ill 1lfllnffl 1ftmot ~ _ - 1o
amp i In lb J shy bulli lo amp r- b poJNr otlaquon t~lo Jul ou1Mtfwl IM da and ffJ loo Ulfffilffl
bullbull - scr North~teDevelomicrorent ~y Inc bull
i Jlaquolh1laquord fn our prlaquoHncbullmiddot
wmiddotM~middot7J middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot ~
Lois Jones STATE OF Flori COUNTY OF Ca]oosa
I HlllampIY CIATIFY lhfl on 1hi1 day btfor me an olfictt d11l1 nliltelbld middot in 11M $1amp11 afOffllid ampnd In 1M Cova11 alonuid to Ille UkllllMtiplfntt ptllDIUIU apptAltclJlh If 1111gar poundKee Vice President ~Jleve1opnmtt Ollpiey Inc
FILEtl 1247660 OKALOOSA COUNTYFLORIDA
I
R~D1 MAR 11 1993 8 3144 PM NEWNAN C BRACKIN CLERK
I
I
filtmiddot--middot~
ityen~~-middot-1
[ks-
middoto
MADAUIOJ1CESUllLY 2U-111l
1Jlll 1arnntg Jnd Mad and txoeuttd th 12th J February A D 19 92 amp
Northgate DeVelomicrorent Canpany Inc
bull -11on unJ tho 1w f Florida ino -1 i o fufnnbull 1350 E John Sims Pkwy Niceville FL 32578 ~naff1r colW tiamp gronlor lo Okaloosa Board of County Cctrmissioners
colioi potoltc ddr u Okaloosa County courthouse OFFICIAL RECORDS Crestview Fl 32536 BK 1732 PG 486
InaIn cglfd tM pontH
~=i-ie1wl=- ~~ f ltlltnHStfh TloJ tho and tn i1on ti o I 1oo deg
Iuaampr --middot _ w-of b _ rii amp J ampIn U alun NMfH Ju oon1 and oonllfll unlo 11 grcsnlN ell thot Nriabl land uuai ln Count Fonde1 uls
LEXAL DESCRIPrIOO CCHoIDvCIN3 at the concrete nonurrent (1980 FAFB) rrarking the NW corner of the NE ( ~f section 8 lbwnship 2 South Range 24 West Okaloosa Co1lllty Florida run S88-2048E along the north boundacy thereof 62500 feet to a concrete mgtrnnEnt numbered 3501 thence S03deg00 1 181w 20006 feet to a concrete rronurrent mmtered 3501 and the POINI OF BEGINNIIlaquo thence continue S03deg00 1 l811W 6602 feet to a concrete mmUOOlt numbered 3501 thence S88deg2048 11E 113000 feet to a ooncrete nonument mmbered 3501 on the weseerly right-of-way line of the Hill Avenue Extension AKA Freedan-Way thence N07deg1545 11E along said right-of-way line 6632 feet to a concrete rromment nurrbered 3501 thence N88deg2048W 113493 feet to the POINT OF BffiINNING Containing 172 acres nore or less SUbject to easanent of record ittls property is to be used as county maintained road
Togtlfatr wfll oU 1k l1Mriuntt lrcll10ffl9ftlt csnd PurffflGICff -- ~ or M - wlte appertlllrdnf
to llaue and hi ltlld i 1=
Pj lb bull -bull1 wllb deg deg tloJ U b raU Nlud o i rd In fbull 1ha1 II _ bull- onJ r(ul _ lo uonJ rl deg U r-6 JI _ fflllhi th ml lo a14 -land anJ wtU drmd th IOIM aolntl 1Jw lcuufuJ datnu of U Pll9INMI whm bull and thol aid encl ll ol all irncwn~NPCa except truces accruing subsequent to December 31 1991
I
MADAIIIS OrPICE SUPPLY -2138113 WAHANff OUO =01-iunON
I
1hls WillTIIIIY Jttd MJ ond 1J lhbull 11th Joybull 0tober A D 1039 b
Northgate Develomicronent company Inci
J IIbull i pi oA carpofGflon bulldlllnQ unJ IA ruw al Florida lutiMti 1111 203 John C Sims Parkway Niceville Florida 32578 Ibullmiddotmiddotmiddotmiddot -~ 1bull1elnoflf cauJ 11 grontor to
1affelnotr eatrlaquol rr glllllfN
1tflbttsStlh Tlw IM bullmiddot o J In eondJlon o If wn o I 1000 J olr valuofI conttdtfoUoru NmlPl whro lf Jarfy aclinowiJaJ b t-bullbull pNtenb do oad NlValn U isbm w111Ue Nto mn1M1 and confmn unlo 1M granfN call IIat ctdn Lind uuue Oi Okaloosa Counl Florida ~Iamp
LFGAL DFSCRIPrION PARCEL B BEGINNING at the concrete monument marking (1980 JilFB) the NW corner of the NE of Section 8 Township 2 South Range 24 West Okaloosa OJunty Florida run S88deg20 14811 E along the north boijndary thereof 62500 feet to a concrete monunent numbered 3501 tBence S03 001 l81W 46000 feet to a concrete monument numbered 3501 thence N88 2048W 62500 feet to a concrete monument num~red 3501 on the west boundary of the aforesaid NE~ of Section 8 thence N03 0018E along said west boindary 46000 feet to the POINT OF BEGINNING Containing 660 acres more or less middot
Togtlhff WlH apparialnlRQ
To llaue and to Bold 1 r ff Bod th gPIWOr h-b oo-- wllfa ald a~ 1Jm U t lcwuil bullefud ol Mid land tn bull
bnp1 IIal II lo good ~hi J lwul owlori1 lo ll J con- 4JJ IonI Ml U _ vll _ n111u 11a ml fo rdd kI iiil w-lU df=rd tL ==-~~ ~e ~ Luof2J c~ of all~ wAaRUatNr
and duat old land t Ne ol cU encwnLroncu FLORIDA DOCUMENTARY STAMP TAX REQUIRED BY LAW IN THE AMOUNT OF IJVe(Sdeg1AS BEEN P bull NEWMAN C BR CKIN CLERK OKAL COU TY B DC
~0~~ ohn wbull MingerL ExecbullVice Pres-middotmiddotmiddot
IPACl ULOW 01 IKO-flgtIH VU
I HERampBY CERTIFY thn on thibull dar bdou me an officer dulr authoriud in 1hc Stilt aforuald and in the County alorruid to ukc ucknowlrd~mn11 pcnonbullllr appnrtd
John w Minger Exec Vice Pres Northgate Developnent Ompany Inc
RCD1 OCT 23 1989 NEWMAN C BRACKIN
FILElt 1058478 OKALOOSA COUNTYFL0R1DA
r Waste Management Inc of Florida
w~o11 poatollH addra U 500 Cypress Creek Road West Suite 300 Fort Lauderdale Florida 33309
I
t
I
l I [ L_) middot
r r
I 251 PM f-
CLERK i
-
EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
h Animal waste and parts from slaughterhouses or rendering plants
1 Waste produced by the mechanical processing of fruit vegetables or grain This
includes such wastes as rinds hulls husks pods shells and chaff
J Dumping from septic tanks used exclusively by Dwelling Units (single family homes
duplexes apartment buildings hotels or motels)
k Sludge from a publicly owned sewage treatment plant serving primarily domestic
users
1 Grease trap wastes from residences restaurants cafeterias not located at industrial
facilities
m Wash water wastes from commercial car washes
n Wash water wastes from commercial laundries or Laundromats
o Chemical-containing equipment removed from service Examples Cathode ray
tubes batteries fluorescent light tubes etc
p Waste produced from the demolition or dismantling of industrial processing
equipment or facilities contaminated with chemicals from the process
q Closed cartridge filters from dty cleaning establishments (Such filters being used to
filter used dry-cleaning fluids or solids)
r Containerized Waste to include but not be limited to a dmm bane portable tank
box or pail
s Waste transported in a bulk tanker
t Liquid Waste For purposes of this paragraph liquid waste means any waste material
that is determined to be or contain free liquid by the paint filer test (EPS Method
9095)
u Sludge Waste
Okaloosa County Transfer Contract_Final Page 44 of 52
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
~c~-middotmiddot
[r--- tmiddotmiddot r
-middotmiddotmiddotmiddot
John W Minger 1350 E John Sims Pkwy Niceville FIorida 32578
Ill 1lfllnffl 1ftmot ~ _ - 1o
amp i In lb J shy bulli lo amp r- b poJNr otlaquon t~lo Jul ou1Mtfwl IM da and ffJ loo Ulfffilffl
bullbull - scr North~teDevelomicrorent ~y Inc bull
i Jlaquolh1laquord fn our prlaquoHncbullmiddot
wmiddotM~middot7J middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot ~
Lois Jones STATE OF Flori COUNTY OF Ca]oosa
I HlllampIY CIATIFY lhfl on 1hi1 day btfor me an olfictt d11l1 nliltelbld middot in 11M $1amp11 afOffllid ampnd In 1M Cova11 alonuid to Ille UkllllMtiplfntt ptllDIUIU apptAltclJlh If 1111gar poundKee Vice President ~Jleve1opnmtt Ollpiey Inc
FILEtl 1247660 OKALOOSA COUNTYFLORIDA
I
R~D1 MAR 11 1993 8 3144 PM NEWNAN C BRACKIN CLERK
I
I
filtmiddot--middot~
ityen~~-middot-1
[ks-
middoto
MADAUIOJ1CESUllLY 2U-111l
1Jlll 1arnntg Jnd Mad and txoeuttd th 12th J February A D 19 92 amp
Northgate DeVelomicrorent Canpany Inc
bull -11on unJ tho 1w f Florida ino -1 i o fufnnbull 1350 E John Sims Pkwy Niceville FL 32578 ~naff1r colW tiamp gronlor lo Okaloosa Board of County Cctrmissioners
colioi potoltc ddr u Okaloosa County courthouse OFFICIAL RECORDS Crestview Fl 32536 BK 1732 PG 486
InaIn cglfd tM pontH
~=i-ie1wl=- ~~ f ltlltnHStfh TloJ tho and tn i1on ti o I 1oo deg
Iuaampr --middot _ w-of b _ rii amp J ampIn U alun NMfH Ju oon1 and oonllfll unlo 11 grcsnlN ell thot Nriabl land uuai ln Count Fonde1 uls
LEXAL DESCRIPrIOO CCHoIDvCIN3 at the concrete nonurrent (1980 FAFB) rrarking the NW corner of the NE ( ~f section 8 lbwnship 2 South Range 24 West Okaloosa Co1lllty Florida run S88-2048E along the north boundacy thereof 62500 feet to a concrete mgtrnnEnt numbered 3501 thence S03deg00 1 181w 20006 feet to a concrete rronurrent mmtered 3501 and the POINI OF BEGINNIIlaquo thence continue S03deg00 1 l811W 6602 feet to a concrete mmUOOlt numbered 3501 thence S88deg2048 11E 113000 feet to a ooncrete nonument mmbered 3501 on the weseerly right-of-way line of the Hill Avenue Extension AKA Freedan-Way thence N07deg1545 11E along said right-of-way line 6632 feet to a concrete rromment nurrbered 3501 thence N88deg2048W 113493 feet to the POINT OF BffiINNING Containing 172 acres nore or less SUbject to easanent of record ittls property is to be used as county maintained road
Togtlfatr wfll oU 1k l1Mriuntt lrcll10ffl9ftlt csnd PurffflGICff -- ~ or M - wlte appertlllrdnf
to llaue and hi ltlld i 1=
Pj lb bull -bull1 wllb deg deg tloJ U b raU Nlud o i rd In fbull 1ha1 II _ bull- onJ r(ul _ lo uonJ rl deg U r-6 JI _ fflllhi th ml lo a14 -land anJ wtU drmd th IOIM aolntl 1Jw lcuufuJ datnu of U Pll9INMI whm bull and thol aid encl ll ol all irncwn~NPCa except truces accruing subsequent to December 31 1991
I
MADAIIIS OrPICE SUPPLY -2138113 WAHANff OUO =01-iunON
I
1hls WillTIIIIY Jttd MJ ond 1J lhbull 11th Joybull 0tober A D 1039 b
Northgate Develomicronent company Inci
J IIbull i pi oA carpofGflon bulldlllnQ unJ IA ruw al Florida lutiMti 1111 203 John C Sims Parkway Niceville Florida 32578 Ibullmiddotmiddotmiddotmiddot -~ 1bull1elnoflf cauJ 11 grontor to
1affelnotr eatrlaquol rr glllllfN
1tflbttsStlh Tlw IM bullmiddot o J In eondJlon o If wn o I 1000 J olr valuofI conttdtfoUoru NmlPl whro lf Jarfy aclinowiJaJ b t-bullbull pNtenb do oad NlValn U isbm w111Ue Nto mn1M1 and confmn unlo 1M granfN call IIat ctdn Lind uuue Oi Okaloosa Counl Florida ~Iamp
LFGAL DFSCRIPrION PARCEL B BEGINNING at the concrete monument marking (1980 JilFB) the NW corner of the NE of Section 8 Township 2 South Range 24 West Okaloosa OJunty Florida run S88deg20 14811 E along the north boijndary thereof 62500 feet to a concrete monunent numbered 3501 tBence S03 001 l81W 46000 feet to a concrete monument numbered 3501 thence N88 2048W 62500 feet to a concrete monument num~red 3501 on the west boundary of the aforesaid NE~ of Section 8 thence N03 0018E along said west boindary 46000 feet to the POINT OF BEGINNING Containing 660 acres more or less middot
Togtlhff WlH apparialnlRQ
To llaue and to Bold 1 r ff Bod th gPIWOr h-b oo-- wllfa ald a~ 1Jm U t lcwuil bullefud ol Mid land tn bull
bnp1 IIal II lo good ~hi J lwul owlori1 lo ll J con- 4JJ IonI Ml U _ vll _ n111u 11a ml fo rdd kI iiil w-lU df=rd tL ==-~~ ~e ~ Luof2J c~ of all~ wAaRUatNr
and duat old land t Ne ol cU encwnLroncu FLORIDA DOCUMENTARY STAMP TAX REQUIRED BY LAW IN THE AMOUNT OF IJVe(Sdeg1AS BEEN P bull NEWMAN C BR CKIN CLERK OKAL COU TY B DC
~0~~ ohn wbull MingerL ExecbullVice Pres-middotmiddotmiddot
IPACl ULOW 01 IKO-flgtIH VU
I HERampBY CERTIFY thn on thibull dar bdou me an officer dulr authoriud in 1hc Stilt aforuald and in the County alorruid to ukc ucknowlrd~mn11 pcnonbullllr appnrtd
John w Minger Exec Vice Pres Northgate Developnent Ompany Inc
RCD1 OCT 23 1989 NEWMAN C BRACKIN
FILElt 1058478 OKALOOSA COUNTYFL0R1DA
r Waste Management Inc of Florida
w~o11 poatollH addra U 500 Cypress Creek Road West Suite 300 Fort Lauderdale Florida 33309
I
t
I
l I [ L_) middot
r r
I 251 PM f-
CLERK i
-
EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
v Waste from an industrial process Waste which requires special handling
w Waste from a pollution control process
x Residue or debris from the cleanup of a spill or release of chemical substances
commercial products or wastes listed in paragraphs (s) through (x) of this definition
y Soil water residue deb1is or articles which are contaminated from the cleanup of a
site or facility formerly used for the generation storage treatment recycling
reclamation or Disposal of wastes listed in paragraphs (s) through (y) of this
definition
z Residential Wastes only if a rule issued pursuant to Chapter 403 Florida Statutes as
amended by Chapter 88-130 Laws of Florida or a change in law statute regulation
rule code ordinance permit or permit condition occurs after the Effective Date of
this Agreement requiring material additional management that differs from the
requirements applicable on the Effective Date of this Agreement
aa Waste tires that are not included in the definition ofBulle Waste in this Agreement
Okaloosa County Transfer Contract_Final Page45 of52
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
~c~-middotmiddot
[r--- tmiddotmiddot r
-middotmiddotmiddotmiddot
John W Minger 1350 E John Sims Pkwy Niceville FIorida 32578
Ill 1lfllnffl 1ftmot ~ _ - 1o
amp i In lb J shy bulli lo amp r- b poJNr otlaquon t~lo Jul ou1Mtfwl IM da and ffJ loo Ulfffilffl
bullbull - scr North~teDevelomicrorent ~y Inc bull
i Jlaquolh1laquord fn our prlaquoHncbullmiddot
wmiddotM~middot7J middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot ~
Lois Jones STATE OF Flori COUNTY OF Ca]oosa
I HlllampIY CIATIFY lhfl on 1hi1 day btfor me an olfictt d11l1 nliltelbld middot in 11M $1amp11 afOffllid ampnd In 1M Cova11 alonuid to Ille UkllllMtiplfntt ptllDIUIU apptAltclJlh If 1111gar poundKee Vice President ~Jleve1opnmtt Ollpiey Inc
FILEtl 1247660 OKALOOSA COUNTYFLORIDA
I
R~D1 MAR 11 1993 8 3144 PM NEWNAN C BRACKIN CLERK
I
I
filtmiddot--middot~
ityen~~-middot-1
[ks-
middoto
MADAUIOJ1CESUllLY 2U-111l
1Jlll 1arnntg Jnd Mad and txoeuttd th 12th J February A D 19 92 amp
Northgate DeVelomicrorent Canpany Inc
bull -11on unJ tho 1w f Florida ino -1 i o fufnnbull 1350 E John Sims Pkwy Niceville FL 32578 ~naff1r colW tiamp gronlor lo Okaloosa Board of County Cctrmissioners
colioi potoltc ddr u Okaloosa County courthouse OFFICIAL RECORDS Crestview Fl 32536 BK 1732 PG 486
InaIn cglfd tM pontH
~=i-ie1wl=- ~~ f ltlltnHStfh TloJ tho and tn i1on ti o I 1oo deg
Iuaampr --middot _ w-of b _ rii amp J ampIn U alun NMfH Ju oon1 and oonllfll unlo 11 grcsnlN ell thot Nriabl land uuai ln Count Fonde1 uls
LEXAL DESCRIPrIOO CCHoIDvCIN3 at the concrete nonurrent (1980 FAFB) rrarking the NW corner of the NE ( ~f section 8 lbwnship 2 South Range 24 West Okaloosa Co1lllty Florida run S88-2048E along the north boundacy thereof 62500 feet to a concrete mgtrnnEnt numbered 3501 thence S03deg00 1 181w 20006 feet to a concrete rronurrent mmtered 3501 and the POINI OF BEGINNIIlaquo thence continue S03deg00 1 l811W 6602 feet to a concrete mmUOOlt numbered 3501 thence S88deg2048 11E 113000 feet to a ooncrete nonument mmbered 3501 on the weseerly right-of-way line of the Hill Avenue Extension AKA Freedan-Way thence N07deg1545 11E along said right-of-way line 6632 feet to a concrete rromment nurrbered 3501 thence N88deg2048W 113493 feet to the POINT OF BffiINNING Containing 172 acres nore or less SUbject to easanent of record ittls property is to be used as county maintained road
Togtlfatr wfll oU 1k l1Mriuntt lrcll10ffl9ftlt csnd PurffflGICff -- ~ or M - wlte appertlllrdnf
to llaue and hi ltlld i 1=
Pj lb bull -bull1 wllb deg deg tloJ U b raU Nlud o i rd In fbull 1ha1 II _ bull- onJ r(ul _ lo uonJ rl deg U r-6 JI _ fflllhi th ml lo a14 -land anJ wtU drmd th IOIM aolntl 1Jw lcuufuJ datnu of U Pll9INMI whm bull and thol aid encl ll ol all irncwn~NPCa except truces accruing subsequent to December 31 1991
I
MADAIIIS OrPICE SUPPLY -2138113 WAHANff OUO =01-iunON
I
1hls WillTIIIIY Jttd MJ ond 1J lhbull 11th Joybull 0tober A D 1039 b
Northgate Develomicronent company Inci
J IIbull i pi oA carpofGflon bulldlllnQ unJ IA ruw al Florida lutiMti 1111 203 John C Sims Parkway Niceville Florida 32578 Ibullmiddotmiddotmiddotmiddot -~ 1bull1elnoflf cauJ 11 grontor to
1affelnotr eatrlaquol rr glllllfN
1tflbttsStlh Tlw IM bullmiddot o J In eondJlon o If wn o I 1000 J olr valuofI conttdtfoUoru NmlPl whro lf Jarfy aclinowiJaJ b t-bullbull pNtenb do oad NlValn U isbm w111Ue Nto mn1M1 and confmn unlo 1M granfN call IIat ctdn Lind uuue Oi Okaloosa Counl Florida ~Iamp
LFGAL DFSCRIPrION PARCEL B BEGINNING at the concrete monument marking (1980 JilFB) the NW corner of the NE of Section 8 Township 2 South Range 24 West Okaloosa OJunty Florida run S88deg20 14811 E along the north boijndary thereof 62500 feet to a concrete monunent numbered 3501 tBence S03 001 l81W 46000 feet to a concrete monument numbered 3501 thence N88 2048W 62500 feet to a concrete monument num~red 3501 on the west boundary of the aforesaid NE~ of Section 8 thence N03 0018E along said west boindary 46000 feet to the POINT OF BEGINNING Containing 660 acres more or less middot
Togtlhff WlH apparialnlRQ
To llaue and to Bold 1 r ff Bod th gPIWOr h-b oo-- wllfa ald a~ 1Jm U t lcwuil bullefud ol Mid land tn bull
bnp1 IIal II lo good ~hi J lwul owlori1 lo ll J con- 4JJ IonI Ml U _ vll _ n111u 11a ml fo rdd kI iiil w-lU df=rd tL ==-~~ ~e ~ Luof2J c~ of all~ wAaRUatNr
and duat old land t Ne ol cU encwnLroncu FLORIDA DOCUMENTARY STAMP TAX REQUIRED BY LAW IN THE AMOUNT OF IJVe(Sdeg1AS BEEN P bull NEWMAN C BR CKIN CLERK OKAL COU TY B DC
~0~~ ohn wbull MingerL ExecbullVice Pres-middotmiddotmiddot
IPACl ULOW 01 IKO-flgtIH VU
I HERampBY CERTIFY thn on thibull dar bdou me an officer dulr authoriud in 1hc Stilt aforuald and in the County alorruid to ukc ucknowlrd~mn11 pcnonbullllr appnrtd
John w Minger Exec Vice Pres Northgate Developnent Ompany Inc
RCD1 OCT 23 1989 NEWMAN C BRACKIN
FILElt 1058478 OKALOOSA COUNTYFL0R1DA
r Waste Management Inc of Florida
w~o11 poatollH addra U 500 Cypress Creek Road West Suite 300 Fort Lauderdale Florida 33309
I
t
I
l I [ L_) middot
r r
I 251 PM f-
CLERK i
-
EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
EXHIBITB
REAL PROPERTY WARRANTY DEEDS
Okaloosa County Transfer Contract_ Final Page 46 of52
~c~-middotmiddot
[r--- tmiddotmiddot r
-middotmiddotmiddotmiddot
John W Minger 1350 E John Sims Pkwy Niceville FIorida 32578
Ill 1lfllnffl 1ftmot ~ _ - 1o
amp i In lb J shy bulli lo amp r- b poJNr otlaquon t~lo Jul ou1Mtfwl IM da and ffJ loo Ulfffilffl
bullbull - scr North~teDevelomicrorent ~y Inc bull
i Jlaquolh1laquord fn our prlaquoHncbullmiddot
wmiddotM~middot7J middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot ~
Lois Jones STATE OF Flori COUNTY OF Ca]oosa
I HlllampIY CIATIFY lhfl on 1hi1 day btfor me an olfictt d11l1 nliltelbld middot in 11M $1amp11 afOffllid ampnd In 1M Cova11 alonuid to Ille UkllllMtiplfntt ptllDIUIU apptAltclJlh If 1111gar poundKee Vice President ~Jleve1opnmtt Ollpiey Inc
FILEtl 1247660 OKALOOSA COUNTYFLORIDA
I
R~D1 MAR 11 1993 8 3144 PM NEWNAN C BRACKIN CLERK
I
I
filtmiddot--middot~
ityen~~-middot-1
[ks-
middoto
MADAUIOJ1CESUllLY 2U-111l
1Jlll 1arnntg Jnd Mad and txoeuttd th 12th J February A D 19 92 amp
Northgate DeVelomicrorent Canpany Inc
bull -11on unJ tho 1w f Florida ino -1 i o fufnnbull 1350 E John Sims Pkwy Niceville FL 32578 ~naff1r colW tiamp gronlor lo Okaloosa Board of County Cctrmissioners
colioi potoltc ddr u Okaloosa County courthouse OFFICIAL RECORDS Crestview Fl 32536 BK 1732 PG 486
InaIn cglfd tM pontH
~=i-ie1wl=- ~~ f ltlltnHStfh TloJ tho and tn i1on ti o I 1oo deg
Iuaampr --middot _ w-of b _ rii amp J ampIn U alun NMfH Ju oon1 and oonllfll unlo 11 grcsnlN ell thot Nriabl land uuai ln Count Fonde1 uls
LEXAL DESCRIPrIOO CCHoIDvCIN3 at the concrete nonurrent (1980 FAFB) rrarking the NW corner of the NE ( ~f section 8 lbwnship 2 South Range 24 West Okaloosa Co1lllty Florida run S88-2048E along the north boundacy thereof 62500 feet to a concrete mgtrnnEnt numbered 3501 thence S03deg00 1 181w 20006 feet to a concrete rronurrent mmtered 3501 and the POINI OF BEGINNIIlaquo thence continue S03deg00 1 l811W 6602 feet to a concrete mmUOOlt numbered 3501 thence S88deg2048 11E 113000 feet to a ooncrete nonument mmbered 3501 on the weseerly right-of-way line of the Hill Avenue Extension AKA Freedan-Way thence N07deg1545 11E along said right-of-way line 6632 feet to a concrete rromment nurrbered 3501 thence N88deg2048W 113493 feet to the POINT OF BffiINNING Containing 172 acres nore or less SUbject to easanent of record ittls property is to be used as county maintained road
Togtlfatr wfll oU 1k l1Mriuntt lrcll10ffl9ftlt csnd PurffflGICff -- ~ or M - wlte appertlllrdnf
to llaue and hi ltlld i 1=
Pj lb bull -bull1 wllb deg deg tloJ U b raU Nlud o i rd In fbull 1ha1 II _ bull- onJ r(ul _ lo uonJ rl deg U r-6 JI _ fflllhi th ml lo a14 -land anJ wtU drmd th IOIM aolntl 1Jw lcuufuJ datnu of U Pll9INMI whm bull and thol aid encl ll ol all irncwn~NPCa except truces accruing subsequent to December 31 1991
I
MADAIIIS OrPICE SUPPLY -2138113 WAHANff OUO =01-iunON
I
1hls WillTIIIIY Jttd MJ ond 1J lhbull 11th Joybull 0tober A D 1039 b
Northgate Develomicronent company Inci
J IIbull i pi oA carpofGflon bulldlllnQ unJ IA ruw al Florida lutiMti 1111 203 John C Sims Parkway Niceville Florida 32578 Ibullmiddotmiddotmiddotmiddot -~ 1bull1elnoflf cauJ 11 grontor to
1affelnotr eatrlaquol rr glllllfN
1tflbttsStlh Tlw IM bullmiddot o J In eondJlon o If wn o I 1000 J olr valuofI conttdtfoUoru NmlPl whro lf Jarfy aclinowiJaJ b t-bullbull pNtenb do oad NlValn U isbm w111Ue Nto mn1M1 and confmn unlo 1M granfN call IIat ctdn Lind uuue Oi Okaloosa Counl Florida ~Iamp
LFGAL DFSCRIPrION PARCEL B BEGINNING at the concrete monument marking (1980 JilFB) the NW corner of the NE of Section 8 Township 2 South Range 24 West Okaloosa OJunty Florida run S88deg20 14811 E along the north boijndary thereof 62500 feet to a concrete monunent numbered 3501 tBence S03 001 l81W 46000 feet to a concrete monument numbered 3501 thence N88 2048W 62500 feet to a concrete monument num~red 3501 on the west boundary of the aforesaid NE~ of Section 8 thence N03 0018E along said west boindary 46000 feet to the POINT OF BEGINNING Containing 660 acres more or less middot
Togtlhff WlH apparialnlRQ
To llaue and to Bold 1 r ff Bod th gPIWOr h-b oo-- wllfa ald a~ 1Jm U t lcwuil bullefud ol Mid land tn bull
bnp1 IIal II lo good ~hi J lwul owlori1 lo ll J con- 4JJ IonI Ml U _ vll _ n111u 11a ml fo rdd kI iiil w-lU df=rd tL ==-~~ ~e ~ Luof2J c~ of all~ wAaRUatNr
and duat old land t Ne ol cU encwnLroncu FLORIDA DOCUMENTARY STAMP TAX REQUIRED BY LAW IN THE AMOUNT OF IJVe(Sdeg1AS BEEN P bull NEWMAN C BR CKIN CLERK OKAL COU TY B DC
~0~~ ohn wbull MingerL ExecbullVice Pres-middotmiddotmiddot
IPACl ULOW 01 IKO-flgtIH VU
I HERampBY CERTIFY thn on thibull dar bdou me an officer dulr authoriud in 1hc Stilt aforuald and in the County alorruid to ukc ucknowlrd~mn11 pcnonbullllr appnrtd
John w Minger Exec Vice Pres Northgate Developnent Ompany Inc
RCD1 OCT 23 1989 NEWMAN C BRACKIN
FILElt 1058478 OKALOOSA COUNTYFL0R1DA
r Waste Management Inc of Florida
w~o11 poatollH addra U 500 Cypress Creek Road West Suite 300 Fort Lauderdale Florida 33309
I
t
I
l I [ L_) middot
r r
I 251 PM f-
CLERK i
-
EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
~c~-middotmiddot
[r--- tmiddotmiddot r
-middotmiddotmiddotmiddot
John W Minger 1350 E John Sims Pkwy Niceville FIorida 32578
Ill 1lfllnffl 1ftmot ~ _ - 1o
amp i In lb J shy bulli lo amp r- b poJNr otlaquon t~lo Jul ou1Mtfwl IM da and ffJ loo Ulfffilffl
bullbull - scr North~teDevelomicrorent ~y Inc bull
i Jlaquolh1laquord fn our prlaquoHncbullmiddot
wmiddotM~middot7J middotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddotmiddot ~
Lois Jones STATE OF Flori COUNTY OF Ca]oosa
I HlllampIY CIATIFY lhfl on 1hi1 day btfor me an olfictt d11l1 nliltelbld middot in 11M $1amp11 afOffllid ampnd In 1M Cova11 alonuid to Ille UkllllMtiplfntt ptllDIUIU apptAltclJlh If 1111gar poundKee Vice President ~Jleve1opnmtt Ollpiey Inc
FILEtl 1247660 OKALOOSA COUNTYFLORIDA
I
R~D1 MAR 11 1993 8 3144 PM NEWNAN C BRACKIN CLERK
I
I
filtmiddot--middot~
ityen~~-middot-1
[ks-
middoto
MADAUIOJ1CESUllLY 2U-111l
1Jlll 1arnntg Jnd Mad and txoeuttd th 12th J February A D 19 92 amp
Northgate DeVelomicrorent Canpany Inc
bull -11on unJ tho 1w f Florida ino -1 i o fufnnbull 1350 E John Sims Pkwy Niceville FL 32578 ~naff1r colW tiamp gronlor lo Okaloosa Board of County Cctrmissioners
colioi potoltc ddr u Okaloosa County courthouse OFFICIAL RECORDS Crestview Fl 32536 BK 1732 PG 486
InaIn cglfd tM pontH
~=i-ie1wl=- ~~ f ltlltnHStfh TloJ tho and tn i1on ti o I 1oo deg
Iuaampr --middot _ w-of b _ rii amp J ampIn U alun NMfH Ju oon1 and oonllfll unlo 11 grcsnlN ell thot Nriabl land uuai ln Count Fonde1 uls
LEXAL DESCRIPrIOO CCHoIDvCIN3 at the concrete nonurrent (1980 FAFB) rrarking the NW corner of the NE ( ~f section 8 lbwnship 2 South Range 24 West Okaloosa Co1lllty Florida run S88-2048E along the north boundacy thereof 62500 feet to a concrete mgtrnnEnt numbered 3501 thence S03deg00 1 181w 20006 feet to a concrete rronurrent mmtered 3501 and the POINI OF BEGINNIIlaquo thence continue S03deg00 1 l811W 6602 feet to a concrete mmUOOlt numbered 3501 thence S88deg2048 11E 113000 feet to a ooncrete nonument mmbered 3501 on the weseerly right-of-way line of the Hill Avenue Extension AKA Freedan-Way thence N07deg1545 11E along said right-of-way line 6632 feet to a concrete rromment nurrbered 3501 thence N88deg2048W 113493 feet to the POINT OF BffiINNING Containing 172 acres nore or less SUbject to easanent of record ittls property is to be used as county maintained road
Togtlfatr wfll oU 1k l1Mriuntt lrcll10ffl9ftlt csnd PurffflGICff -- ~ or M - wlte appertlllrdnf
to llaue and hi ltlld i 1=
Pj lb bull -bull1 wllb deg deg tloJ U b raU Nlud o i rd In fbull 1ha1 II _ bull- onJ r(ul _ lo uonJ rl deg U r-6 JI _ fflllhi th ml lo a14 -land anJ wtU drmd th IOIM aolntl 1Jw lcuufuJ datnu of U Pll9INMI whm bull and thol aid encl ll ol all irncwn~NPCa except truces accruing subsequent to December 31 1991
I
MADAIIIS OrPICE SUPPLY -2138113 WAHANff OUO =01-iunON
I
1hls WillTIIIIY Jttd MJ ond 1J lhbull 11th Joybull 0tober A D 1039 b
Northgate Develomicronent company Inci
J IIbull i pi oA carpofGflon bulldlllnQ unJ IA ruw al Florida lutiMti 1111 203 John C Sims Parkway Niceville Florida 32578 Ibullmiddotmiddotmiddotmiddot -~ 1bull1elnoflf cauJ 11 grontor to
1affelnotr eatrlaquol rr glllllfN
1tflbttsStlh Tlw IM bullmiddot o J In eondJlon o If wn o I 1000 J olr valuofI conttdtfoUoru NmlPl whro lf Jarfy aclinowiJaJ b t-bullbull pNtenb do oad NlValn U isbm w111Ue Nto mn1M1 and confmn unlo 1M granfN call IIat ctdn Lind uuue Oi Okaloosa Counl Florida ~Iamp
LFGAL DFSCRIPrION PARCEL B BEGINNING at the concrete monument marking (1980 JilFB) the NW corner of the NE of Section 8 Township 2 South Range 24 West Okaloosa OJunty Florida run S88deg20 14811 E along the north boijndary thereof 62500 feet to a concrete monunent numbered 3501 tBence S03 001 l81W 46000 feet to a concrete monument numbered 3501 thence N88 2048W 62500 feet to a concrete monument num~red 3501 on the west boundary of the aforesaid NE~ of Section 8 thence N03 0018E along said west boindary 46000 feet to the POINT OF BEGINNING Containing 660 acres more or less middot
Togtlhff WlH apparialnlRQ
To llaue and to Bold 1 r ff Bod th gPIWOr h-b oo-- wllfa ald a~ 1Jm U t lcwuil bullefud ol Mid land tn bull
bnp1 IIal II lo good ~hi J lwul owlori1 lo ll J con- 4JJ IonI Ml U _ vll _ n111u 11a ml fo rdd kI iiil w-lU df=rd tL ==-~~ ~e ~ Luof2J c~ of all~ wAaRUatNr
and duat old land t Ne ol cU encwnLroncu FLORIDA DOCUMENTARY STAMP TAX REQUIRED BY LAW IN THE AMOUNT OF IJVe(Sdeg1AS BEEN P bull NEWMAN C BR CKIN CLERK OKAL COU TY B DC
~0~~ ohn wbull MingerL ExecbullVice Pres-middotmiddotmiddot
IPACl ULOW 01 IKO-flgtIH VU
I HERampBY CERTIFY thn on thibull dar bdou me an officer dulr authoriud in 1hc Stilt aforuald and in the County alorruid to ukc ucknowlrd~mn11 pcnonbullllr appnrtd
John w Minger Exec Vice Pres Northgate Developnent Ompany Inc
RCD1 OCT 23 1989 NEWMAN C BRACKIN
FILElt 1058478 OKALOOSA COUNTYFL0R1DA
r Waste Management Inc of Florida
w~o11 poatollH addra U 500 Cypress Creek Road West Suite 300 Fort Lauderdale Florida 33309
I
t
I
l I [ L_) middot
r r
I 251 PM f-
CLERK i
-
EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
I
MADAIIIS OrPICE SUPPLY -2138113 WAHANff OUO =01-iunON
I
1hls WillTIIIIY Jttd MJ ond 1J lhbull 11th Joybull 0tober A D 1039 b
Northgate Develomicronent company Inci
J IIbull i pi oA carpofGflon bulldlllnQ unJ IA ruw al Florida lutiMti 1111 203 John C Sims Parkway Niceville Florida 32578 Ibullmiddotmiddotmiddotmiddot -~ 1bull1elnoflf cauJ 11 grontor to
1affelnotr eatrlaquol rr glllllfN
1tflbttsStlh Tlw IM bullmiddot o J In eondJlon o If wn o I 1000 J olr valuofI conttdtfoUoru NmlPl whro lf Jarfy aclinowiJaJ b t-bullbull pNtenb do oad NlValn U isbm w111Ue Nto mn1M1 and confmn unlo 1M granfN call IIat ctdn Lind uuue Oi Okaloosa Counl Florida ~Iamp
LFGAL DFSCRIPrION PARCEL B BEGINNING at the concrete monument marking (1980 JilFB) the NW corner of the NE of Section 8 Township 2 South Range 24 West Okaloosa OJunty Florida run S88deg20 14811 E along the north boijndary thereof 62500 feet to a concrete monunent numbered 3501 tBence S03 001 l81W 46000 feet to a concrete monument numbered 3501 thence N88 2048W 62500 feet to a concrete monument num~red 3501 on the west boundary of the aforesaid NE~ of Section 8 thence N03 0018E along said west boindary 46000 feet to the POINT OF BEGINNING Containing 660 acres more or less middot
Togtlhff WlH apparialnlRQ
To llaue and to Bold 1 r ff Bod th gPIWOr h-b oo-- wllfa ald a~ 1Jm U t lcwuil bullefud ol Mid land tn bull
bnp1 IIal II lo good ~hi J lwul owlori1 lo ll J con- 4JJ IonI Ml U _ vll _ n111u 11a ml fo rdd kI iiil w-lU df=rd tL ==-~~ ~e ~ Luof2J c~ of all~ wAaRUatNr
and duat old land t Ne ol cU encwnLroncu FLORIDA DOCUMENTARY STAMP TAX REQUIRED BY LAW IN THE AMOUNT OF IJVe(Sdeg1AS BEEN P bull NEWMAN C BR CKIN CLERK OKAL COU TY B DC
~0~~ ohn wbull MingerL ExecbullVice Pres-middotmiddotmiddot
IPACl ULOW 01 IKO-flgtIH VU
I HERampBY CERTIFY thn on thibull dar bdou me an officer dulr authoriud in 1hc Stilt aforuald and in the County alorruid to ukc ucknowlrd~mn11 pcnonbullllr appnrtd
John w Minger Exec Vice Pres Northgate Developnent Ompany Inc
RCD1 OCT 23 1989 NEWMAN C BRACKIN
FILElt 1058478 OKALOOSA COUNTYFL0R1DA
r Waste Management Inc of Florida
w~o11 poatollH addra U 500 Cypress Creek Road West Suite 300 Fort Lauderdale Florida 33309
I
t
I
l I [ L_) middot
r r
I 251 PM f-
CLERK i
-
EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
EXHIBIT C
CALCULATION OF CPI AND FUEL INDEX ADJUSTMENTS TO CONTRACTORS RATE
On October 1 2011 and October 1 of each subsequent Contract Year of this Agreement the CONTRACTORs base rates for Solid Waste Transfer Station Operation may be adjusted according to the following methodology seventy percent (70) of the rates shall be adjusted based on seventy-five percent (75) of the percentage change in the CPI for the twelve (12) months ending on the preceding June 30th and thirty percent (30) of the rates shall be adjusted based on the percent change in the US Department of Energy Fuel Index for the previous twelve (12) months ending on the preceding June 30th The total rate adjustment each year may not exceed two percent (2) of the previous years rate
New Contractors Rate= [70 x TampD x (1 + (75 ((CPI2-CPI1)CPI1)))] + [30 x TampD x (FI2FI1)] Where
TampD= CONTRACTORs current rate for transfer and disposal
CPI= Consumer Price Index for the South Urban Region All Items - All Urban Consumers published by the United States Department ofLabor Department ofLabor Statistics
(httpdatablsgovPDOservletSurveyOutputServletdata tool=dropmapampseries id=CUUR03 OOSAOCUUS0300SAO)
CPI= average CPI for the 12 month period ending June 30 of the previous year
CPI2 = average CPI for the 12 month period ending June 30 of the current year
FI = Fuel Index is the Lower Atlantic (P ADD 1 C) No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Sales by All Sellers (Cents per Gallon) US Department ofEnergy Energy Information Administration
(httptontoeiadoegovdnavpethistLeafHandlerashxn=PETamps=EMD EPD2DXLO PTE RlZ CPGampf=M)
FIi = average Fuel Index for the 12 month period ending June 30 of the previous year
FI2 = average Fuel Index for the 12 month period ending June 30 of the current year
SAMPLE CALCULATION Assumptions TampD= $3677
CPI= 207845 CPI2 = 208261 FIi = 2661 FI2 = 2772
New Solid Waste Transfer Station Operation Rate= [70 x $3677 x (1 + (75 x ((208261shy207845)207845)))] + [30 X $3677x (29722661)] New Solid Waste Transfer Station Operation Rate= [$257776] + [$114911] = $3727
Okaloosa County Transfer Contract_Final Page49 of52
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
EXHIBITD
SAMPLE A VERA GE MARKET VALUE CALCULATION
middotmiddot Averagemiddot -shyMarket Market Market
middot Index Value Material Valuemiddot
Material middot Index Descrhgttion (July2010) ($ton) -- -middot middotOo f$touY PSI 8 baled FOB sellers
Newsoaoer (ONP) dock 95 $9500 5260 $4997 Corrugated PSI 11 baled FOB sellers cardboard (OCC) dock 125 $12500 1130 $1413
PSI 1 baled FOB sellers Mixed oaoer dock 95 $9500 460 $437 Aseptic containers NIA NIA $000 000 $000 Aluminum cans Centslb sorted baled and (UBC) delivered 665 $133000 170 $2261
$ton sorted baled and Steel cans delivered 1125 $11250 230 $259 PET Centslb baled and picked up 170 $34000 460 $1564
Natural HDPE Centslb baled and oicked up 225 $45000 090 $405 Colored HDPE Centslb baled and nicked un 203 $40600 180 $731 Flint olass $ton loose delivered 175 $1750 830 $145 Amber glass $ton loose delivered 75 $750 450 $034 Green glass $ton loose delivered 35 $350 490 $017 Contamination NIA NIA $000 250 $000
1000 $12262
Fiber prices are the average price for each commodity posted on the first week of the month for the Southeast
USA on SecondaryFiberPricingcom
Container prices are the average price for each co=odity posted on the first week of the month for the
Southeast USA on SecondaryMaterialsPricingcom
Okaloosa County Transfer Contract_Final Page SO of52
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
IN WITNESS WHEREOF the paities have hereunto set their hands and seals and such of them
as are cmporations have caused those present to be signed by their duly authorized officers
intending to be legally bound the parties have caused their authorized representatives to execute
this Amendment as of the date first above written
ATTESTED BOARD OF COUNTY COMMISSIONERS
OKALOOSA COUNTY FLORIDA
Deputy Clerk of Courts
WITNESS
Title CHAIRMAN
Okaloosa County Transfer Contract_Final Page 51 of 52
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I
~-r--+-------t-____
STATE OF FLORIDA
COUNTY OF OKALOOSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and -Co_unty ~said(_ to take acknowledgements personally appeared ~ ~- +--hfl l _ ~to me known to be the Chairman of Okaloosa
County Flmida Board of County Commissioners and he acknowledge before me that he executed the same for the purposes therein expressed freely and voluntarily under authority duly vested in him by said COUNTY and that the seal affixed thereto is the true COUNTY seal of said COUNTY
SS my hand and official seal in the State and County last aforesaid this ~lft~y -f
o_-6
My commission expires --lfN-fi~e--yen=2~
Notary Public
STATE OF FLORIDA
COUNTY OF Ok~otiSA
I HEREBY CERTIFY that on this day before me an officer duly authorized in the State and County ~foresaid to take acknowledgment personally appearedfobed J) vlll ~1111 e to me known to be the lfr~IJ fret f1u111middotdJ of e uk and
he acknowledged before me that he executed the same for the p oses therein expressed freely and voluntarily under authority duly vested in him by said corporation and that the seal affixed thereto is the tme corporate seal of said corporation
WlTNI ~nd and official seal in the State and County last aforesaid this 22- day of
9 ff=~=_____ 20 JO ~~ --shybullbull ~ ~Jgti-1 Pt G sbullimiddotmiddotmiddotmiddotmiddotmiddot WENDOLYN J STEPHENSON
~ ~~j MY COMMISSION ff DD 788904 - ~- shy
rrA1fi EXPIRES May 18 2012
My commission expires 11deg7 ~ 1on
Okaloosa County Transfer Contract_Final Page 52 of 52
I