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

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

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Limited Liability Company

Limited Liability Company

Not For Profit Corporation

Limited Liability Company

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Limited Liability Comp_any

Corporation

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Delaware

Delaware

Delaware

Delaware

Delaware

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Delaware

Delaware

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Delaware

Delaware

Delaware

Delaware

Canada

Ontario

Delaware

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Pennsylvania

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Argentina

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Indiana

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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

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

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

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

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

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

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

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

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

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

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

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

----

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

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

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

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

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

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

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

(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

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

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

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

( 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

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

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

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

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

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

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

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

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

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

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

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

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

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

~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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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

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

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

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

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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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

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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R~D1 MAR 11 1993 8 3144 PM NEWNAN C BRACKIN CLERK

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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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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

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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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

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

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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

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

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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

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

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

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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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t

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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

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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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

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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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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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

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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

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

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

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

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

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

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

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

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

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

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

~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

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

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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

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

~-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