HomeMy WebLinkAboutCity of Tamarac Resolution R-2023-060TR 13944 EXHIBIT 1
INTERLOCAL AGREEMENT FOR SOLID WASTE DISPOSAL AND RECYCLABLE MATERIALS
PROCESSING AUTHORITY OF BROWARD COUNTY, FLORIDA
This Agreement ("Agreement") is among Broward County, a political subdivision of the State of
Florida ("County'), and the municipalities in Broward County that formally approve this
Agreement pursuant to its terms and return an executed signature page (each, individually, a
"Municipal Party" and collectively, the "Municipal Parties") (collectively, the "Parties" and each
individually a "Party').
ARTICLE 1. RECITALS AND FINDINGS OF FACT
1.1. Mission Statement. To protect the long-term public health, safety, and welfare of the
residents of the Municipal Parties and County, the Parties commit to working together
collaboratively through the creation of an independent legal entity known as the "Solid Waste
Disposal and Recyclable Materials Processing Authority of Broward County, Florida" (the
"Authority"), the purpose of which is to develop and implement a long-term, environmentally
sustainable, transparent, innovative, and economically efficient plan and approach to disposal,
reduction, recycling, and reuse of waste generated in Broward County.
1.2. Goals of the Authority. The Authority will (a) encourage recycling, reduction, and reuse,
in order to divert Authority Solid Waste (defined below) from landfills, seeking to ultimately reach
zero waste, (b) support regional solutions with other counties with priority being given to the
needs and goals of the Parties, (c) conduct comprehensive public education campaigns, and (d)
engage in and/or support research and development into disposal, reduction, recycling, reuse,
and utilization of the latest technology to create a sustainable and resilient Authority Solid Waste
disposal and Recyclable Materials (defined below) processing system. In connection with these
�:;als, the Authority should consider and evaluate all exist ,gig permitted facilities and properties
within Broward County with the appropriate entitlements and land uses, seeking to ultimately
reach zero waste in order to meet its goals and objectives. The Authority may offer the Parties
collection and hauling services for Authority Solid Waste and Recyclable Materials; however,
ultimate responsibility for providing such services shall remain with each local government in
Broward County.
1.3. Reservation of Powers. The Parties, individually and collectively, find that no municipal or
County powers or functions are being transferred by this Agreement or by the creation of the
Authority as a separate legal entity as described in Section 163.01, Florida Statutes. Each Party
retains ultimate responsibility within its jurisdiction for supervising waste and recycling as
provided by applicable law. Consequently, the Parties find that the Authority serves a limited
government function: to operate the System (defined below). The Parties further find that the
Authority is not a mere instrumentality of County or of the Municipal Parties. Except for such
matters expressly stated in this Agreement, neither County nor the Municipal Parties shall
maintain operational control hindering the Authority's status as an independent and separate
legal entity.
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1.4. Other Critical Operations Not Addressed by this Agreement. The continuation of this
Agreement is contingent on (a) a Master Plan (defined below) being ratified bythe Authority, and
(b) approval of an amendment to this Agreement by the Parties, both as detailed below. The
purpose of the Master Plan and the contemplated amendment to this Agreement is to:
(a) provide further specificity regarding the Authority's operations that the Parties have elected
to address after the Effective Date (defined below), and (b) resolve other critical issues related
to the Authority's creation and reflect such consensus as may exist or be formed concerning
operations and related responsibilities, liabilities, or other commitments once the Parties
determine the precise operations that will be undertaken, and facilities that will be owned, by
the Authority.
ARTICLE 2. DEFINITIONS
2.1. Authority Solid Waste means garbage, rubbish, trash, refuse, or other discarded material
resulting from the operation of residential, commercial, governmental, or institutional
establishments in Broward County that would normally be collected, processed, and disposed of
through a public or private solid waste management service. Unless excluded by the Master Plan,
this term includes tropical storm debris, hurricane debris, all other storm debris, yard waste, bulk
trash, white goods (including, without limitation, large household appliances, refrigerators,
stoves, washing machines, drying machines, microwave ovens, and water heaters), manure, and
construction and demolition debris. The term does not include the following: solid waste from
industrial, agricultural, or mining operations (other than construction and demolition debris);
sludges; solids or dissolved materials in domestic sewage, or other significant pollutants in water
resources, including, without limitation, silt, dissolved or suspended solids in industrial
wastewater effluents, or dissolved materials in irrigation return flows; any nuclear source or
byproduct materials regulated under Chapter 404, Florida Statutes, or under the Federal Atomic
Energy Act of 1954, as amended; Recovered Materials (defined below); Hazardous Materials
(defined below); or any waste deemed unacceptable in the Master Plan.
2.2. Broward Tonnage means the total amount of System Waste (defined below) generated
in each Municipal Party's jurisdiction and in the unincorporated areas of Broward County. When
accurate data for System Waste is not available, the Governing Board (defined below) may by
majority vote elect to approximate the total amount of System Waste by using population figures
based on the most recent Bureau of Economic and Business Research — University of Florida
report or any other reasonable source of population data it deems appropriate.
2.3. Executive Committee means the body described in Section 6.3, composed of members
of the Governing Board and granted the powers described in Section 8.3.
2.4. Governing Board means the primary governing body of the Authority as described in
Section 6.2 and granted the powers described in Sections 8.1 and 8.2.
2.5. Hauler means a person or entity engaged in the collection, transportation, or delivery of
System Waste pursuant to an agreement with, or authorization granted by, any Party or the
Authority.
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2.6. Hazardous Materials means any waste, debris, substance, constituent, object, or material
that: (a) is determined to be hazardous, toxic, corrosive, reactive, ignitable, explosive,
radioactive, infectious, carcinogenic, teratogenic, or mutagenic (collectively, "Hazardous"),
pursuant to the Broward County Charter, Chapter 27 of the Broward County Code of Ordinances,
Florida Statutes Chapter 403, Chapter 62-730 of the Florida Administrative Code, the Resource
Conservation and Recovery Act ("RCRA"), 42 U.S.C. § 6901, et seq., the Comprehensive
Environmental Response, Compensation, and Liability Act ("CERCLA"), 42 U.S.C. § 9601, et seq.,
the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq., 40 C.F.R. Parts 239 through 374, 40
C.F.R. Parts 700 through 799, 49 C.F.R. § 172.101, or any rule or regulation promulgated pursuant
to the foregoing authorities; (b) is classified as "universal waste" pursuant to 40 C.F.R. Part 273;
(c) is otherwise prohibited or determined to be Hazardous by applicable state or federal law; (d)
is determined to be Hazardous at any time by the United States Environmental Protection
Agency; (e) may cause damage to an Authority Solid Waste, Recyclable Materials, or Recovered
Materials facility accepting the Hazardous Materials; or (f) otherwise poses a threat to public
health or safety.
2.7. Master Plan means the master plan of operations document required to be adopted by
the Authority for strategic and operational planning purposes, as well as describing the
Authority's operations in detail and providing the comprehensive planning framework and
strategic direction to manage System Waste, across Broward County, consistent with the Parties'
responsibilities under applicable law.
2.8. Recovered Materials means metal, paper, glass, plastic, textile, or rubber materials that
have known recycling potential, can be feasibly recycled, and have been diverted and source
separated or have been removed from the solid waste stream for sale, use, or reuse as raw
materials, whether or not the materials require subsequent processing or separation from each
other, but the term does not include materials destined for any use that constitutes disposal.
Recovered Materials, as described in this Agreement, are not included within the definition of
Authority Solid Waste.
2.9. Recyclable Materials means those materials that are capable of being recycled and that
would otherwise be processed or disposed of as Authority Solid Waste.
2.10. System means the collective arrangement of infrastructure and facilities overseen,
owned, operated, acquired, or contracted for by the Authority and provided for in the Master
Plan to manage System Waste.
2.11. System Waste means Authority Solid Waste, Recovered Materials, and Recyclable
Materials, collectively, generated in any of the Parties' jurisdictions and/or from outside of
Broward County and identified as acceptable waste to be accepted by the Authority in the Master
Plan. This term does not include Hazardous Materials or any waste deemed unacceptable in the
Master Plan.
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ARTICLE 3. FORMATION
3.1. By this Agreement, the Parties are coordinating a joint management program for System
Waste through the Authority, created as an independent and separate legal entity pursuant to,
and consistent with, Sections 163.01, 403.706(11), (12), (15), and (19), and 403.713, Florida
Statutes.
3.2. The Authority will have the power and duty to establish, operate, and maintain the
System. This Agreement does not divest any Party of its ultimate authority or obligation to
supervise the provision of services related to System Waste generated in its jurisdiction; none of
the powers granted the Authority constitutes a transfer of powers or functions as addressed
under Article VIII, Section 4, of the Florida Constitution.
3.3. Deadline to Adopt Initial Master Plan and Facilities Amendment. The Authority, through
its Governing Board, must: (a) adopt a Master Plan pursuant to the requirements of Article 7, and
(b) approve a proposed amendment to this Agreement (the "Facilities Amendment") that must
subsequently be adopted by the Parties and that meets the procedural and substantive
requirements of this section (the requirements under both subparts (a) and (b) are collectively
"Formation Conditions"). If the Formation Conditions are not met within eighteen (18) months,
plus any extension(s) of time approved pursuant to Section 3.3.1, after the Effective Date, this
Agreement automatically terminates, and upon such automatic termination the Parties will only
owe such duties to one another as expressly survive termination of this Agreement.
3.3.1. Extension. The Executive Committee may, by majority vote, extend the deadline
to meet the Formation Conditions for up to an additional aggregate total of six (6) months.
If the Executive Committee does not extend or has no further extension of the deadline
available to it, the Gov:., ning Board may, by majority vote, extend the deadline 'wy up to
an additional twelve (12) months (i.e., beyond the six (6) month extension exercisable by
the Executive Committee). In no circumstance will the deadline to meet the Formation
Conditions, as extended, be more than thirty-six (36) months after the Effective Date.
3.3.2. Withdrawal. If and after the Governing Board approves the Facilities Amendment,
the Authority shall provide written notice to each Municipal Party and to County. After
receiving the Authority's notice, each Municipal Party's elected body shall have one
hundred twenty (120) days to adopt a resolution approving the Facilities Amendment. A
Municipal Party's failure to deliver to the Authority a resolution adopted by its elected
body approving the Facilities Amendment within the one hundred twenty (120) day
period will be deemed that Party's withdrawal from this Agreement. Except for
provisions that survive expiration or termination of this Agreement, a Party that
withdraws from this Agreement pursuant to this section will have no further rights,
duties, or obligations hereunder, including, without limitation, that such Party will not
have any representative on the Governing Board or the Executive Committee.
Notwithstanding the foregoing, any Party that withdraws pursuant to this section will
not be prevented from rejoining at a later date pursuant to Section 5.2.
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3.3.3. Facilities Amendment; Required Contents. The Facilities Amendment must
provide for the following:
3.3.3.1. A procedure and terms by which County may utilize facilities operated
as part of the System (if any) that the Authority may own relating to the disposal
of Authority Solid Waste if: (a) the Authority is no longer using the facility or has
substantially reduced usage of the facility, resulting in a reduction of disposal
capacity in Broward County, (b) such capacity is deemed necessary by County to
fulfill its obligations under Section 403.706(1), Florida Statutes, and (c) County
intends to operate such facility; and
3.3.3.2. A process to effectuate the orderly transfer of services being
performed by the Authority and the transfer of assets of the Authority to a
successor entity, or to County if County chooses to perform those services, if this
Agreement is terminated or expires or if the Authority is dissolved (collectively
"Wind Down"), including detailed processes addressing:
3.3.3.2.1. The disposition and/or transfer of reserve funds collected by
the Authority associated with the assets being transferred;
3.3.3.2.2. How liabilities of the Authority, including debt obligations
associated with assets being transferred, will be satisfied;
3.3.3.2.3. Whether or how County may acquire assets of the Authority
that County intends to continue operating on behalf of the residents of
Broward County related to Authority Solid Waste; and
3.3.3.2.4. How the costs of a capital expansion for County -owned facilities
will be allocated among the Parties (which may include, among other
things, County paying the full cost, the Municipal Parties paying the full
cost, or some sharing of costs between County and the Municipal Parties).
3.3.4. Notwithstanding anything in this Agreement to the contrary, including, without
limitation, Article 16, for the Facilities Amendment to be effective, it must be approved
by the elected bodies of: (a) Municipal Parties representing at least eighty percent (80%)
of the total population of the Municipal Parties; and (b) County. The Facilities Amendment
must be adopted by the elected bodies of the Parties described in this section for the
Formation Conditions to be met.
3.3.5. Condition on Exercise of Powers. Until the Formation Conditions are fully met, the
Authority may not exercise any of the powers granted in the following sections of this
Agreement:
3.3.5.1. Section 8.1.3 (Establishment of rates, fees, and other charges);
3.3.5.2. Section 8.1.4 (Recyclable Materials and Recovered Materials processing);
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3.3.5.3. Section 8.1.5 (Recyclable Materials and Recovered Materials facilities
and programs);
3.3.5.4. Section 8.1.7 (Collection and transportation services);
3.3.5.5. Section 8.1.8 (Authority Solid Waste disposal);
3.3.5.6. Section 8.1.12 (Issuance of bonds);
3.3.5.7. Section 11.1 (Commitment of System Waste); or
3.3.5.8. Section 11.2 (Regulatory Flow Control).
ARTICLE 4. DURATION
4.1. Effective Date and Initial Term. This Agreement will be effective on the first business day
after it has been executed by: (a) Municipal Parties representing at least seventy-five percent
(75%) of the population of Broward County; and (b) County ("Effective Date"). This Agreement
begins on the Effective Date and continues for a period that ends forty (40) years after the
Effective Date ("Initial Term"). Subject to Articles 3 and 17, no Party may terminate or otherwise
withdraw from this Agreement during the Initial Term.
4.2. Extension Terms. This Agreement may be extended for up to two (2) consecutive ten (10)
year terms (each an "Extension Term," and together with the Initial Term, the "Term") by the
approval of the Parties' elected bodies as set forth below:
4.2.1. No later than five (5) years before the end of the then -current term, the Governing
Board must determine, based on the projected funding needs of the Authority, the
percentage of Broward Tonnage and number of Municipal Parties necessary to extend
this Agreement. Notwithstanding the foregoing, no Extension Term may be exercised
unless the elected bodies of Municipal Parties representing at least fifty percent (50%) of
the Broward Tonnage and the elected body of County agree to exercise the Extension
Term.
4.2.2. Except for the provisions of this Agreement that survive termination of this
Agreement or that survive a Party's withdrawal from this Agreement, only those Parties
whose elected bodies approve an Extension Term will be bound to this Agreement during
such Extension Term.
4.2.3. If the Parties fail to extend this Agreement pursuant to Section 4.2.1, this
Agreement will expire at the end of the then -current Term.
ARTICLE 5. MEMBERSHIP ELIGIBILITY AND OBLIGATIONS
5.1. Eligibility for Membership. County and each municipality located within Broward County
are eligible to be Parties to this Agreement and thereby be members of the Authority.
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5.2. Subsequent Joinder by Municipalities. After the Effective Date, any eligible municipality
that is not already a Party may become a Party by agreeing to this Agreement (as may
subsequently be amended), the Master Plan, and any additional terms and conditions established
by the Authority, including, without limitation, payment of all amounts as may be required by the
Governing Board.
5.3. Dissolution or Merger of Municipal Parties. Any Municipal Party that becomes
unincorporated will lose its representative on the Governing Board. The tonnage attributed to
any such former Municipal Party will be transferred to County for the purposes of calculating
Broward Tonnage in relation to voting. Municipal Parties that merge will retain only a single
representative on the Governing Board and the tonnage attributed to the merged Municipal
Party will be the combined tonnage of the merging Municipal Parties for the purposes of
calculating Broward Tonnage in relation to voting.
5.4. Ongoing Contributions of Parties Prior to Special Assessment. Until the Authority is able
to fund its budget through special assessments or other methods, each Party must financially
contribute towards the costs of operations of the Authority as stated in this section. Such
expenses shall not exceed an aggregate yearly maximum amount of two million dollars
($2,000,000), calculated on a fiscal year basis (October 1 to September 30). If the Effective Date
is on any date other than the start of a fiscal year, the Authority's budget for the first fiscal year
shall not exceed a prorated amount of the maximum provided for in this section. The Authority
will invoice each Party that Party's yearly funding obligation, on a quarterly or other basis as
determined by the Authority, payable in advance.
5.4.1. Consultant Expenses. County will be responsible for payment to the Authority for
fifty percent (50%) of the costs of professional/technical consultants retained by the
Authority for the development of the Master Plan, with the remaining fifty percent (50%)
of such costs paid by the Municipal Parties on a pro rata basis based on population.
5.4.2. Other Authority Expenses. Other than the division of expenses set forth in
Section 5.4.1, each Party will jointly fund all other Authority expenses on a pro rata basis
based on population.
5.5. System Waste Segregation Programs. After the effective date of the applicable minimum
standards in any policy or program established by the Authority, the Parties must not enact or
permit to continue any program for segregating new or used materials at the point of generation
for reuse or recycling that fails to meet the minimum standards in the policy or program
established by the Authority, unless expressly excepted by the Authority.
5.6. Cooperation. Each Party agrees to cooperate in good faith with the Authority and to
deliver such further information and to take such other actions as may be reasonably requested
by the Authority to carry out the intent and purposes of this Agreement, including, without
limitation:
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5.6.1. Providing Hauler information, including, without limitation: Hauler name and
address; make, body type, and motor vehicle registration number of each vehicle used;
area of collection; status as municipal vehicle operator or contract hauler; and data
received pursuant to Section 11.4;
5.6.2. Adopting such regulations, executing such agreements, providing such
information, and doing such work as may be required by any federal, state, or local agency
as part of any application for financial assistance; and
5.6.3. Performing such other acts as may be reasonably required by the Authority in
furtherance of its operation of the System.
The Authority must pay all reasonable out-of-pocket costs associated with this Section 5.6.
ARTICLE 6. GOVERNANCE
6.1. The Authority will be overseen and managed by a Governing Board, Executive Committee,
and Executive Director (described below), which are hereby established and have the powers and
authority as set forth herein.
6.2. Governine Board.
6.2.1. Membership. Each Party must appoint one (1) of its elected officials to serve as a
member of the Governing Board, which appointee serves at the pleasure of the
appointing Party. The appointment by each Party will be made according to such rules
and procedures as may be adopted by the appointing Party. Should a representative on
the Governing Board cease to be a duly qualified elected official of the appointing Party
or have more than two (2) consecutive absences from meetings of the Governing Board
that are not excused (by majority vote of the Governing Board or pursuant to adopted
policy), the appointing Party must promptly appoint a replacement member that meets
the foregoing requirements.
6.2.2. Meetings. The Governing Board must meet at least twice per fiscal year of the
Authority, at such dates and times as determined by the Chair of the Governing Board, to
conduct the business of the Authority.
6.2.3. Alternate Members. Each Party must appoint one (1) of its elected officials as an
alternate member to serve on the Governing Board in the absence of that Party's primary
appointed member. An alternate member may only vote when the primary member of
the Governing Board for that Party is absent from the meeting. Alternate members may
attend and participate during discussion in all Governing Board meetings.
6.2.4. Approvals. Subject to Sections 6.8 and 7.1, the Governing Board may take official
action only if: there is a quorum; the action is supported by an affirmative vote of a
majority of the representatives present that are eligible to vote; and the action is also
supported by the affirmative vote of members representing a majority of the Broward
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Tonnage. Alternate members of the Governing Board will count towards quorum only
when they are serving as voting members.
6.3. Executive Committ
6.3.1. Membership. An Executive Committee is to be established, composed of eleven
(11) members of the Governing Board as follows:
6.3.1.1. The County's Governing Board Member.
6.3.1.2. Ten (10) Governing Board members from Municipal Parties, who will be
selected as follows:
6.3.1.2.1. Large Municipalities. Five (5) members representing the
largest third (1/3) of Municipal Parties by population, selected by
majority vote of the members of the Governing Board representing
those Municipal Parties.
6.3.1.2.2. Medium Municipalities. Three (3) members representing
the middle third (1/3) of Municipal Parties by population, selected by
majority vote of the members of the Governing Board representing
those Municipal Parties.
6.3.1.2.3. Small Municipalities. Two (2) members representing the
smallest third (1/3) of Municipal Parties by population, selected by
majority vote of the members of the Governing Board representing
those Municipal Parties.
6.3.1.2.4. If the number of Municipal Parties is not evenly divisible by
three (3), then: (a) if there is a single additional Municipal Party, it will be
placed in the Small Municipalities group, or (b) if there are two (2)
additional Municipal Parties, the larger one (1) will be placed in the
Medium Municipalities group and the other one (1) will be placed in the
Small Municipalities group.
6.3.1.3. Population figures to assign Municipal Parties into each of the categories
for purposes of selecting members of the Executive Committee will be based on
the most recent Bureau of Economic and Business Research — University of Florida
report, with such assignments adjusted on January 1, 2030, and every ten (10)
years thereafter, and at the conclusion of each two (2) year term if any
municipality joined this Agreement during the interim.
6.3.1.4. Terms of Service on Executive Committee. Executive Committee
members serve a two (2) year term. Should a member of the Executive Committee
cease to be a member of the Governing Board, a successor must be selected using
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the same procedures as provided in Section 6.3.1, which successor will serve for
the remaining term of the original appointment.
6.3.1.5. Members of the Executive Committee representing groups of Municipal
Parties may be removed at any time by majority vote of the applicable portion of
the Governing Board (e.g., Large Municipalities, Medium Municipalities, or Small
Municipalities, as applicable) that selected them.
6.3.1.6. Any decision of the Executive Committee may be overturned by an
affirmative vote of: (a) at least two-thirds (2/3) of the members of the Governing
Board representing Municipal Parties; and (b) the County's representative on the
Governing Board. If the initial vote of the Governing Board in favor of overturning
an Executive Committee decision consists of Governing Board members
representing at least ninety (90%) of the population of the Municipal Parties
present at the time of the vote, but did not include the County's representative in
favor of overturning such decision, then a second vote will be taken; if the second
vote is a unanimous vote of the Municipal Parties' representatives to the
Governing Board present that voted in the initial vote, the Executive Committee
decision will be overturned regardless of the County representative's vote.
Notwithstanding the foregoing, the Governing Board may not overturn any
decision of the Executive Committee concerning the appointment, removal, or
compensation of the Executive Director.
6.3.2. Alternate Members.
6.3.2.1. There must be one (1) alternate member from each of the three (3)
municipal categc, es, selected hi the same manner as the primary me,-„bers.
There must be one (1) alternate member from County, who shall be the County's
alternate member of the Governing Board.
6.3.2.2. Alternate members may only vote when a primary member of the
Executive Committee in the applicable category is absent from the meeting.
Alternate members may attend and participate during discussion in all meetings.
6.3.2.3. Alternate members will count towards quorum only when they are
serving as voting members.
6.3.3. Meetings. The Executive Committee will meet regularly at such dates and times as
may be necessary to conduct the business of the Authority. Meetings may be scheduled
by the Executive Committee and pursuant to such rules of procedure as may be adopted
by the Executive Committee, such rules will include a process for the Executive Director
to request a meeting. Minutes of each meeting of the Executive Committee shall be
distributed to all Governing Board members upon approval of such minutes by the
Executive Committee.
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6.3.4. Approvals. Except as specifically provided in this Agreement, approval of an action
or recommendation will require a quorum and a majority vote of its members present at
a meeting and eligible to vote.
6.4. Technical Advisory Committee. A Technical Advisory Committee ("TAC") is established
and will be composed of representatives from each Party. The role of the TAC, and any TAC
subcommittee established by the TAC, is to provide technical advice, guidance,
recommendations, and counsel to the Governing Board, Executive Committee, and/or Executive
Director on technical matters relevant to the System, including environmental issues and
educational programs, and to provide a forum for the exchange of ideas among Party
representatives, the public, and the private sector. The Executive Committee shall determine
appropriate staffing for the TAC.
6.4.1. Membership. Each Party may appoint a representative with technical or
professional knowledge and/or experience in the solid waste industry, environmental
sciences, sustainability, or another related profession, to the TAC from that Party's solid
waste, environmental management, public works, utilities, or similar department or
organizational division. In addition to the regular TAC representative, each Party may also
designate a similarly qualified alternate representative. Alternate representatives may
attend and participate in the TAC meetings or TAC subcommittee meetings but may only
be counted toward a quorum or vote in the absence of the appointed representative for
which they serve as alternate. TAC representatives and alternates will serve at the
pleasure of their appointing Party.
6.4.2. Meetings. Regular meetings of the TAC will be held in accordance with a schedule
approved by the TAC, or as directed by the Governing Board, Executive Committee, or
Executive Director.
6.4.3. Approvals. Except as specifically provided in this Agreement, action by the TAC will
require a quorum and approval by a majority of the representatives present at the
meeting and eligible to vote.
6.5. Meeting Procedure. The following procedures apply to the Governing Board, the
Executive Committee, and the TAC:
6.5.1. Quorum. A quorum will be a majority of the total voting members, provided that
the members comprising the quorum must represent at least one-half (1/2) of the
Broward Tonnage. Unless otherwise authorized by the Governing Board, the Executive
Committee, or the TAC, as applicable, a quorum is determined on the basis of physical
attendance. If there is a quorum, all members may vote regardless of whether they are
attending the meeting physically or via remote conferencing technology.
6.5.2. Chair and Vice -Chair. On an annual basis, the membership of each body must
select from among its members a Chair and a Vice -Chair; the Vice -Chair will serve as the
Chair when the Chair is not present.
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6.5.3. Rules of Procedure. Each body may adopt rules of procedure to conduct its
business. In the absence of any specifically adopted rules, the body will use Robert's Rules
of Order; provided, however, if there is a conflict between this Agreement and Robert's
Rules of Order, this Agreement governs.
6.5.4. Meetings Open to the Public. Meetings of the Governing Board, Executive
Committee, and TAC shall be open to the public in accordance with Florida's Government -
in -the -Sunshine Law, Section 286.011, Florida Statutes, excluding meetings that are
statutorily exempt pursuant to applicable law.
6.6. Ethics and Required Abstentions.
6.6.1. Ethics Compliance. In their roles with the Authority, each member of the
Governing Board and the Executive Committee will be treated as "Covered Individuals"
within the meaning of Section 1-19 of the Broward County Code of Ordinances and must
comply with all state and County laws and requirements pertaining to conflicts of interest,
ethics, and lobbying. For purposes of the prohibition on lobbying under Section 1-19(c)(2)
of the Broward County Code of Ordinances, the Executive Director and TAC will also be
treated as "Covered Individuals." The Governing Board may adopt additional
requirements for itself, the Executive Director, the Executive Committee, the TAC, and
any employees of the Authority.
6.6.2. No member of the Governing Board or Executive Committee will participate in
discussion or vote on any item that relates to an agreement or contract in which the
member's respective appointing body (i.e., Municipal Party or County) is a party. This
provision is limited only to agreements or contracts with four (4) or fewer Parties, applies
only to meetings of the Governing Board of Executive Committee, and does not prohibit
the recused member from voting on the agreement or contract when such agreement or
contract comes before their Party's elected body.
6.7. Executive Director.
6.7.1. The role of Executive Director is hereby established with such specific duties and
responsibilities as described in Section 8.4.
6.7.2. The Executive Director must be an employee of the Authority and while serving as
Executive Director, must not be: (a) employed by any Party; (b) serving on the elected
body of any Party; or (c) contracted to consult for or lobby on behalf of any Party.
6.7.3. The Executive Committee may appoint or remove the Executive Director by
majority vote.
6.8. Malor Decisions. Notwithstanding anything to the contrary in this Agreement, the
Authority may not take any of the following actions without the approval of at least: (a) two -
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thirds (2/3) of the representatives of the Governing Board voting; and (b) representatives of the
Governing Board voting that account for two-thirds (2/3) of the Broward Tonnage:
6.8.1. The sale, distribution, or transfer of any real property interest with a value of more
than two million dollars ($2,000,000);
6.8.2. The issuance of bonds or the approval of a bank loan with a value of more than
two million dollars ($2,000,000);
6.8.3. The recommendation to remove the Executive Director, subject to Executive
Committee approval;
6.8.4. Approval of any and all special assessments;
6.8.5. The initiation or settlement of any legal action with an estimated value of more
than two million dollars ($2,000,000); or
6.8.6. Assignment by the Authority of any of its rights or obligations under this
Agreement.
6.9. Distribution of Authority Cash or Property; Surplus Authority Funds. Except as otherwise
provided in this section, and notwithstanding any other section of this Agreement, the Authority
is prohibited from distributing any cash or property to any Party or Parties except upon Wind
Down or to reimburse the Parties for contributions made to the Authority pursuant to Section
5.4., and then, only if: (a) upon Wind Down, the Auditor (defined below) issues a written opinion
that such distribution will not impact any closure, perpetual maintenance, or other obligations
that may exist after expiration or earlier termination of this Agreement; and (b) such distribution
is fair and equitable between the Parties. In all other circumstances, if the Authority has surplus
funds or property not needed for ongoing operations of the System or for future closure,
maintenance, and reserve obligations, it may only be utilized for System -related purposes,
including but not limited to reserving for future System improvements or obligations,
maintenance, repairs, or expansion; to provide credits against or reductions to future
assessments, tipping fees, or other user fees; or to enhance recycling and materials reuse
programs or education. The prohibitions in this section do not apply to contracts for fair or
adequate consideration between the Authority and one or more Parties or have any impact with
regard to the property known as Alpha 250.
6.10. Legal Counsel.
6.10.1. Authority Counsel. Authority Counsel shall act as the general counsel and advisor
to the Authority, including counsel to the Governing Board and the Executive Committee.
Authority Counsel will have such duties as authorized by the Governing Board and serve
at the pleasure of same. Authority Counsel shall not be an: (a) elected official of any Party,
or (b) employee of any Party other than the Authority. Authority Counsel shall be an
attorney duly licensed to practice law in the State of Florida, shall be in good standing
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with the Florida Bar, and shall at all times comply with all applicable rules of the Florida
Bar regulating attorney conduct. Authority Counsel shall have substantial experience
providing counsel to a governmental entity or governmental entities within the State of
Florida and demonstrated familiarity with issues related to solid waste disposal and
recycling. Except for the matters described in Section 6.10.2, Authority Counsel may
retain special counsel to provide legal services to the Authority in connection with
particular legal matters or in the event of actual or perceived legal conflict, subject to the
approval of the Executive Committee.
6.10.2. Independent Counsel• Scope of Services and Procedures for Retention.
6.10.2.1. The Parties recognize there are certain Sensitive Issues (defined
below) where Parties may have conflicting interests, and as to which Authority
Counsel may have an actual or perceived conflict of interest or bias.
1.5.
6.10.2.2. The "Sensitive Issues" are: (a) whether a specific action of the
Authority requires the vote of a Party's (or Parties') elected body or Governing
Board member; (b) whether a proposed action by the Governing Board or
Executive Committee requires an amendment to the Master Plan; (c) whether a
proposed amendment to the Master Plan constitutes a Significant Amendment as
defined in Section 7.1.2.1; (d) whether a proposed action by the Governing Board
or Executive Committee should be treated as an amendment to the Master Plan
that requires a Party's (or Parties') Governing Board member's consent pursuant
to Section 7.1.3; or (e) whether a proposed action by the Governing Board or
Executive Committee must be made through an amendment to the Agreement
that requires a Party's (or Parties') elected body's approval pursuant to Section
16.1.5.
1.6.
6.10.2.3. Before the Authority may exercise any of its powers under Sections
8.1.1 through 8.1.12 and before the Governing Board or Executive Committee may
exercise any related powers, the Authority must adopt, by unanimous vote of the
Executive Committee, procedures relating to the retention, scope of work,
qualifications of, compensation for, and effect of opinions of independent outside
counsel, to address situations where the general counsel for a Party issues a
written opinion that the opinion of Authority Counsel on a Sensitive Issue is legally
incorrect ("Independent Counsel Procedures").
6.10.2.4. Adoption of the Independent Counsel Procedures and any
subsequent amendments thereto require a unanimous vote of the Executive
Committee. The initial proposed Independent Counsel Procedures will be
developed by the municipal and County attorneys that serve as co -counsel to the
Solid Waste Working Group established by the "Memorandum of Understanding
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Regarding Collaborative Study and Subsequent Development of an Integrated
Solid Waste and Recycling System" between Broward County municipalities and
County with an effective date of October 1, 2019 (namely, Jamie Cole, Esq. with
Weiss Serota Helfman Cole + Bierman, PL, Michael Cirullo, Esq. with Goren Cherof
Doody & Ezrol, PA, and the County Attorney, collectively, "SWWG Co -Counsel"),
and may only be submitted for consideration to the Executive Committee after
separate and independent written approval of the draft proposed procedures is
issued by each of the SWWG Co -Counsel. Proposed amendments to the
Independent Counsel Procedures may only be considered by the Executive
Committee after separate and independent written approval of the proposed
amendment is issued by (a) counsel designated by the municipal members of the
Executive Committee, and (b) the County Attorney.
6.10.2.5. Nothing in this section shall be deemed a condition precedent to,
and shall not prevent or inhibit, any Party's right to invoke the separate dispute
resolution provisions pursuant to Article 17.
ARTICLE 7. OBLIGATIONS OF THE AUTHORITY AND MASTER PLAN
7.1. Master Plan. The Authority must adopt a Master Plan that describes, among other things,
the operations of the Authority in sufficient detail to fund and implement the System and any
related facilities or programs and to allow the Authority to plan for financing, investments, and
improvements related to the System.
7.1.1. Contents. A Master Plan must provide for, at a minimum, the following:
7.1.1.1. revenues necessary to operate the Authority, including file amount of,
and methodology to calculate, reserve funds needed to cover any and all
applicable costs for closure, long-term care, perpetual maintenance, and potential
remediation related to the System and its components;
7.1.1.2. Storage, separation, processing, recycling, recovery, reuse, and
identification of the number of diversion sites and disposal sites for System Waste
needed for System operations, as may be appropriate;
7.1.1.3. Diversion plans for: (a) any Hazardous Materials that have impermissibly
entered the System; and (b) any System Waste for which diversion is appropriate
under applicable law;
7.1.1.4. Strategies, services, and programs to address Authority Solid Waste
reduction as well as Recyclable Materials and Recovered Materials processing, and
appropriate public education regarding same;
7.1.1.5. Alternative and contingency facilities, consistent with this Agreement;
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7.1.1.6. Whether certain disposal methods will be prohibited at Authority -owned
facilities for the purposes of protecting underground sources of drinking water;
7.1.1.7. Additional goals identified by the Governing Board not inconsistent with
applicable law, this Agreement, or with County's exercise of its statutorily granted
powers and obligations; and
7.1.1.8. Strategies to fulfill the obligations of the Authority related to System
Waste delivered to the System, consistent with the powers and limitations of this
Agreement.
7.1.2. Procedure to Adopt and Amend Master Plan.
7.1.2.1. Adoption of Master Plan and Significant Amendments. A Master Plan will
not be effective unless approved by: (a) members of the Governing Board
representing Municipal Parties that comprise at least two-thirds (2/3) of the total
population of the Municipal Parties, and (b) County's representative to the
Governing Board. All proposed amendments to the Master Plan that concern any
of the following (collectively, "Significant Amendments") will be subject to the
same requirements for approval (set forth in the preceding sentence) as a Master
Plan to be effective:
7.1.2.1.1. Addition or removal of any category of waste or material
(e.g., yard waste, bulk trash, white goods, etc.) from the Authority's
jurisdiction or operations;
7.1.2.1.2. Closure of any "solid waste disposal facility," as defined in
Section 403.703, Florida Statutes (2022), owned or operated by the
Authority;
7.1.2.1.3. County's obligations under Section 403.706(1), Florida
Statutes.
7.1.2.2. Adoption of Other Amendments to Master Plan. Amendments to the
Master Plan that are not Significant Amendments must be adopted by the
Governing Board subject to the provisions of Section 6.2.3. If at least one third
(1/3) of the Governing Board members present agree that a proposed amendment
to the Master Plan constitutes a Significant Amendment, it shall be treated as a
Significant Amendment and may only be adopted subject to the provisions of
Section 7.1.2.1.
7.1.3. Notwithstanding anything in this Agreement to the contrary, no proposed
amendment to the Master Plan that directly or indirectly (a) creates any additional liability
or obligation of any Party, (b) disproportionately removes a right of any Party, or (c) has
a disproportionate adverse effect on any Party, will be effective without the affirmative
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vote of the impacted Party's (or Parties') representative(s) on the Governing Board. In the
event of a conflict between the Master Plan and this Agreement, this Agreement will
prevail.
7.2. Obligation to Perform. The Authority must implement the various material strategies,
services, programs, and goals described in the adopted Master Plan, as may be amended.
7.3. Obligation to Direct the Flow of System Waste. The Authority is obligated to accept all
System Waste committed by the Parties, pursuant to Section 11.1, and must cause such System
Waste to be directed from the designated System receiving facilities and delivered to appropriate
sites for processing or disposal in compliance with the Master Plan and applicable law.
7.4. Obligation to Maintain Reserves. The Authority must ensure adequate reserve funds are
collected and maintained to cover applicable costs for closure, long-term care, perpetual
maintenance, and potential environmental and other remediation related to the System. The
amount of reserve funds and methodology to calculate same must be included in the Master
Plan.
ARTICLE 8. POWERS OF THE AUTHORITY
8.1. The Authority has the following general powers, which are granted to the Governing
Board unless otherwise expressly provided for in this Agreement:
8.1.1. Develop, adopt, and implement a Master Plan consistent with the powers of the
Authority and consistent with the terms and conditions stated in this Agreement.
8.1.2. Develop an annual revenue and expense budget for each fiscal year sufficient for
the operation of the Authority.
8.1.3. Establish such rates, fees, and other charges and revenue sources allowed by law,
including, without limitation, special assessments and tipping fees, to sufficiently fund
and operate the System, which rates, fees, and other charges must be applied uniformly
to each Party and will be set at no higher an amount than is reasonably required to
accomplish the authorized purposes of the Authority (including all appropriate reserves).
Notwithstanding the foregoing, the Authority may establish different rates, fees, or other
charges for Parties that join the Authority after the Effective Date and may provide
reasonable credits against any such rates, fees, or other charges for Parties that have
made extraordinary contributions of funds, real property, other assets, services, or in -
kind contributions to the Authority.
8.1.4. Provide for the processing of Recyclable Materials and Recovered Materials
generated in each Party's jurisdiction.
8.1.5. Develop, implement, operate, and manage facilities and programs concerning the
processing of Recyclable Materials and Recovered Materials and make same available to
each Party on uniform terms. Nothing herein will prevent any Party from developing,
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implementing, operating, or managing programs concerning the processing of Recyclable
Materials or Recovered Materials that do not conflict with the minimum standards set by
the Authority. Notwithstanding the foregoing, the Authority may establish different terms
for Parties that join the Authority after the Effective Date.
8.1.6. Set minimum standards for System Waste segregation or source separation
programs at the point of generation or collection.
8.1.7. Operate services for the collection and transportation of System Waste or other
types of waste identified in the Master Plan for collection or transport and, if the
Authority chooses to operate such services, make said optional services available to each
Pa rty.
8.1.8. To the extent permissible under applicable law and provided it does not interfere
with County's ability to fulfill its statutory obligations, including under Section 403.706(1),
Florida Statutes, the Authority will have the power to provide disposal for Authority Solid
Waste generated in the Parties' jurisdictions. The Authority is not granted the power to
own or operate a "solid waste disposal facility," as that term is defined in Section 403.703,
Florida Statutes (2022), or sell or otherwise transfer an interest in such a facility, unless
an amendment to this Agreement, granting such power to the Authority and setting forth
the limits and extent of such power, is approved by the elected bodies of: (a) Municipal
Parties representing at least two-thirds (2/3) of the total population of the Municipal
Parties, and (b) County.
8.1.9. Conduct studies and research on strategies to improve the management of System
Waste.
8.1.10. Provide monitoring of projects, programs, and facilities that directly or indirectly
affect the System.
8.1.11. Provide education, outreach, and public information programs to increase the
percentage of Recyclable Materials and Recovered Materials that are successfully
recycled, to promote the reduction and reuse of Authority Solid Waste in the Parties'
jurisdictions, and to increase public understanding of, and engagement with, the
Authority's work.
8.1.12. Issue bonds or other instruments related to short- or long-term borrowing, and
letters of credit or debt that materially relates to the System.
8.1.13. Sue and be sued, implead, and be impleaded in all courts.
8.1.14. Consistent with the powers described in this Article 8, the requirements of
Chapter 403, Florida Statutes, and other applicable law, the Authority will have the power
to contract with governmental agencies, individuals, public or private corporations,
municipalities, and any other person or entity.
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8.1.15. In order to fulfill the purpose and intent of this Agreement, and except as expressly
limited by this Agreement, exercise all other necessary and appropriate powers of an
independent entity created pursuant to Chapter 163, Florida Statutes, including without
limitation, to acquire, at its discretion, personal or real property or any interest therein
by gifts, lease, or purchase.
8.2. The Governing Board has power and authority to take the following actions:
8.2.1. Approval of annual budgets as described in Article 9.
8.2.2. Approval and levy of special assessments as described in Article 9.
8.2.3. Approval of revenue bonds.
8.2.4. Establish the aggregate maximum debt authority of the Executive Committee.
8.2.5. Purchase, sell, or lease any assets of the Authority, in any amount, subject to
applicable law.
8.2.6. Enter into agreements for services in any amount, subject to applicable law.
8.2.7. Approval of the Master Plan, the Facilities Amendment, and other amendments,
as described in Article 7 and subject to the terms and conditions stated in this Agreement.
8.2.8. Appoint Authority Counsel and make all decisions regarding Authority Counsel,
including compensation and, as necessary, removal.
2.2.9. Approval of the annual tipping fee(s), consistent th the terms and conditions of
this Agreement.
8.2.10. Approval of any fictitious name or marketing name for the Authority.
8.2.11. Approval of any Governing Board rules of procedure.
8.2.12. Approval of bylaws for the Authority, including, without limitation, the extent of
the powers and authority of the Executive Committee or Executive Director to:
(a) approve and execute contracts for goods, services, and real property; (b) pursue,
defend, and settle legal claims or litigation; (c) enter into revolving and other debt
agreements; and (d) exercise other powers of the Governing Board.
8.3. Unless provided otherwise in this Agreement, the Executive Committee has the following
powers:
8.3.1. Overseeing the operation and management of the Authority.
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8.3.2. Establishing surety bond requirements for the Authority's officers and employees
in such amounts as it deems necessary. The premiums for the bonds will be paid by the
Authority in the same manner as any other operating expense.
8.3.3. Approval of operational policies for the Authority.
8.3.4. Approval of any annual plan of operations for the Authority.
8.3.5. Develop and recommend to the Governing Board tipping fees, rates, and other
charges and revenue sources to sufficiently fund the System and the operation of the
Authority.
8.3.6. Develop and recommend to the Governing Board an annual budget, including
hosting public workshops and other forums for public input for the annual budget.
8.3.7. Develop and recommend bylaws for the Authority to the Governing Board.
8.3.8. Enforce Flow Control Ordinances (defined below) and the flow control provisions
of Hauler contracts for System Waste, as the agent for the Municipal Parties and/or for
County, if provided for in such ordinances and to the extent such action is necessary to
comply with the Authority's obligations under this Agreement and the service
agreements.
8.3.9. Initiate the process for the issuance of revenue bonds; provided that no such
revenue bonds will be issued unless approved by the Governing Board and consistent with
the terms of this Agreement.
8.3.10. For special assessments, retain any consultants necessary to conduct rate and
methodology studies.
8.3.11. Appointment of the Executive Director and all personnel -related decisions
regarding the Executive Director, including annual reviews, compensation, and, as
necessary, removal.
8.4. The Executive Director serves as the chief executive officer of the Authority, responsible
for the operation of the Authority in accordance with the policies and decisions of the Governing
Board and the Executive Committee, and, among such other duties as authorized by those
policies and decisions, has the following specific duties and responsibilities:
8.4.1. Hire and manage a chief sustainability officer for the Authority or other such
employee with similar responsibilities regardless of title.
8.4.2. Hire and manage other such employees as authorized by the Governing Board
through its approval of the annual budget as being necessary for the operation of the
Authority.
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8.4.3. Oversee all personnel issues with employees of the Authority, including setting
salaries and benefits, annual reviews, discipline, and termination.
8.4.4. Serve as registered agent for all service of process on the Authority and execute
documents on the Authority's behalf as authorized by the Governing Board.
8.4.5. Provide recommendations, assistance, and support as necessary for the
Governing Board's adoption of a Master Plan.
8.4.6. Provide recommendations, assistance, and support as necessary for the Executive
Committee's approvals of operational policies for the Authority and the annual plan of
operations for the Authority.
ARTICLE 9. REVENUE, BORROWING, AND BUDGET
9.1. Special Assessments. In accordance with the provisions of Florida law, including Chapters
163 and 197, Florida Statutes, the Parties agree and stipulate that all improved properties in the
geographical areas governed by any of the Parties (for County, the unincorporated area) receive
a direct, substantial benefit by the provision of System Waste disposal and processing services
by the Authority. Therefore, the Authority has the power to impose, levy, and collect (directly or
indirectly) special assessments as a means of: financing the construction and/or acquisition of
additions, extensions, and improvements to the System and/or the payment of the principal of
and interest on bonds issued pursuant to this Agreement; paying the costs of operating,
maintaining, and repairing the System; and providing funds for all other payments that are
required to be made by the Authority in connection with the purposes of this Agreement.
9.2. Subject to Section 6.8, the Governing Board will have the power to set rates for and
approve the levy, collection, and enforcement of special assessments by resolution, as provided
by and consistent with Florida law and this Agreement. Prior to any vote of the Governing Board
to levy a special assessment, the Authority will conduct, or hire a consultant to conduct, an
assessment study. If such a study was performed on behalf of County and/or Municipal Parties
prior to the creation of the Authority, the Governing Board may, in lieu of having a new study
performed, adopt the findings of such earlier study if the Governing Board determines that such
findings remain valid and reliable despite the passage of time.
9.3. Revenue Bonds and Other Instruments. The Governing Board will determine the need for
the issuance of any bonds or other instruments related to short- or long-term borrowing, and the
need for letters of credit that it deems necessary or convenient for the operation of the Authority.
9.4. The Governing Board must establish, and may amend, a maximum amount of aggregate
debt that may be approved by the Executive Committee. The Executive Committee may approve
the issuance of any debt in the aggregate up to that maximum amount. Any debt that exceeds
that maximum amount will not be issued unless approved by the Governing Board.
9.5. Annual Budget. The Authority, through the Governing Board, must adopt an annual
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budget for each fiscal year, consistent with the requirements of Florida law as well as any
procedural requirements established by local authorities such as the Broward County Property
Appraiser and Broward County Tax Collector.
ARTICLE 10. AUDITING
10.1. The Executive Committee must appoint an external auditor to serve as auditor to the
Authority ("Auditor"). The Auditor will, among other things, complete an annual audit of the
Authority's receipts and expenditures. The Auditor will report directly to the Governing Board.
10.2. The Executive Committee will appoint five (5) of its members to serve on a Standing Audit
Committee. The Standing Audit Committee will be responsible for the selection process for
engaging and recommending an Auditor to the Executive Committee for appointment.
ARTICLE 11. COMMITMENT OF SYSTEM WASTE
11.1. Commitment of System Waste. The Parties must cause all System Waste that is:
(a) identified by the Master Plan as acceptable for delivery into the System, and (b) generated in
the Parties' respective boundaries (for County, within the unincorporated area), to be collected,
transported, delivered, and deposited at the designated receiving facilities of the System
pursuant to the Master Plan or annual plan of operations, except for System Waste that is
transported outside the State of Florida. Except with the prior express written consent of the
Authority, no Party will deliver (directly or by contract) into the System any waste, debris,
substance, constituent, object, or material that does not qualify as System Waste.
11.2. Regulatory Flow Control. No later than the effective date of the Facilities Amendment,
each Party agrees to enact a flow control ordinance pursuant to Section 403.713, Florida Statutes;
in a form provided by the Authority, directing that all System Waste generated within its
respective geographic boundaries (for County, within the unincorporated area) be delivered to
the System, as designated in the Master Plan, except for such waste that is to be transported
outside the State of Florida ("Flow Control Ordinance"). Each Party shall maintain their respective
Flow Control Ordinances in effect throughout its participation as a Party. Nothing in this section
requires a Party to enact a Flow Control Ordinance that operates to terminate or breach any
existing contractual agreement the Party has in place prior to becoming a Party ("Conflicting
Agreements"); however, each Party must provide copies of all such Conflicting Agreements to
the Authority at the time it becomes a Party and shall not renew or extend any such Conflicting
Agreement. For those Parties with existing Conflicting Agreements in place on the Effective Date,
the adoption of a Flow Control Ordinance under this section must specify that it becomes
effective upon the expiration or earlier termination of such existing Conflicting Agreements.
Notwithstanding anything else contained herein, this Agreement does not require any Party to
violate the prohibitions in Sections 403.7046(2) or 403.713(2), Florida Statutes, concerning the
sale and management of Recovered Materials.
11.3. Each Party agrees to include in any Hauler contracts or contract amendments executed
after the Effective Date, a provision that all System Waste must be delivered to the System,
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except for any waste generated within that Party's then -current geographic boundaries that is
shown to be destined for recycling or disposal outside the State of Florida, and each Party must
strictly enforce such contract obligation. In each such contract and all contract amendments, the
Authority must be expressly identified as a third -party beneficiary for the sole purpose of
enforcing such provisions, if enforcement is necessary, to ensure the delivery of System Waste
to the System. Prior to initiating any such enforcement action, the Authority must communicate
and coordinate with the relevant Party.
11.4. System Waste Reporting Ordinance. Each Party agrees to enact and maintain in effect a
System Waste reporting ordinance, in a form provided by the Authority, directing that each
Hauler report on a monthly basis all of the following information to their contracting Party or
Parties, with a copy to the Authority:
11.4.1. The amount of each category of System Waste collected in each Party's
jurisdiction in cubic yards or tons.
11.4.2. Where each category of System Waste collected by the Hauler has been
transported. Identification will be by the name and address of the receiving facility.
11.4.3. The quantity (either by volume, weight, or number and size of all trucks or
containers) of System Waste that is not processable by a waste -to -energy plant or other
System facility that has been collected by the Hauler and that is to be transported outside
the State of Florida.
11.4.4. Where the System Waste that is not processable by a waste -to -energy plant or
other System facility has been transported outside of the State of Florida. Identification
will be by the name and address of the receiving facility.
The System Waste reporting ordinance provided in this section must be adopted by each Party
no later than the date determined by the Executive Committee, which shall be no earlier than
the date of adoption of the Master Plan.
11.5. With the prior consent of the Authority, any Party may appoint the Authority as its agent
for the enforcement of obligations in any agreement, license, permit, franchise, or other
arrangement related to the obligations of this article.
11.6. Each Party agrees to include the obligation to comply with the requirements of the
ordinances required by Sections 11.2 and 11.4, respectively, in all applicable agreements,
licenses, permits, franchises, or other arrangements with Haulers entered into on or after the
Effective Date.
11.7. Title to and Interest in System Waste. The Parties relinquish to the Authority any and all
title to and interest in System Waste collected within their respective boundaries, effective upon
delivery of that System Waste to the System. To the maximum extent provided under applicable
law, and except as otherwise provided herein, upon delivery of their System Waste to the
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Authority, the Parties also relinquish to the Authority all liability for the proper management and
disposal of such System Waste.
11.8. Commitment Limited by Existing Agreements. Notwithstanding anything to the contrary
in this Agreement, the Authority will not, and this Agreement will not, require any Party to take
any action that would breach or conflict with any current agreement concerning System Waste,
including, without limitation: the June 2012 agreement between County and Wheelabrator
Environmental Systems Inc. (now WIN -Waste Innovations, Inc.) for solid waste disposal services
and the May 2015 Global Amendment thereto; the September 2012 interlocal agreement for
solid waste disposal support services, as amended; the April 2015 Settlement Agreement
between Waste Management Inc. of Florida and the City of Coconut Creek; any debris clearing
or temporary debris management site contract that predates the Effective Date; or any Hauler
contract that predates the Effective Date. In addition, the Authority will not, and this Agreement
will not, require any Party to take any action that would breach or conflict with the Interlocal
Agreement between Broward County and various municipalities for Optional County Services for
Keep Broward Beautiful, Household Hazardous Waste and Electronics, and Bulk Trash and Yard
Waste Drop -Off Programs, or any successor agreement concerning Household Hazardous Waste.
ARTICLE 12. DEBT OBLIGATIONS
Except as expressly provided in this Agreement or applicable law, any debt obligations incurred
by the Authority will be the sole obligation of the Authority and will not be an indebtedness of
any Party or Parties within the meaning of any constitutional, statutory, charter, ordinance
provision, or other limitation of such Party. No Party is obligated to pay or cause to be paid any
amounts due under this Agreement except as expressly provided or incorporated herein, and no
Party pledges its full the faith and credit for the payment of any such amounts.
ARTICLE 13. RELATIONSHIPS OF THE PARTIES
Except as set forth herein, nothing in this Agreement imposes upon any Party any responsibility
whatsoever with respect to services provided or contractual obligations assumed by any other
Party, and nothing in this Agreement will be deemed to make any Party a partner, agent, or local
representative of any other Party or to otherwise create any type of fiduciary responsibility or
relationship of any kind whatsoever among the Parties, except as expressly stated herein. The
obligations created and imposed by this Agreement are not joint; rather, such obligations are
separate and several among the Parties.
ARTICLE 14. INDEMNIFICATION
14.1. Indemnification Obligations. The Authority will, at its sole cost and expense, indemnify,
hold harmless, and defend ("Indemnification Obligations") each Party and each Party's current,
past, and future officers, agents, and employees (each, an "Indemnified Party"), to the maximum
extent permitted by law, from and against any and all causes of action, demands, claims,
counterclaims, third -party claims, administrative actions, damages of any kind (including,
without limitation, personal injury or bodily harm), destruction, losses, liabilities, costs
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(including, without limitation, costs of investigations, assessments, clean up, fines, violations,
punitive damages, regulatory reopeners, and/or remediation), and expenditures of any kind,
including, without limitation, attorneys' fees, court costs, and expenses, including through the
conclusion of any appellate proceedings, for the matters described in this section and/or in
Sections 14.2 and 14.3 below (each a "Claim"). Notwithstanding the Indemnification Obligations
in this article, nothing herein shall act as a waiver by a Party or the Authority of any limitation on
liability, including but not limited to sovereign immunity and limitations on tort liability as
provided in Section 768.28, Florida Statutes.
14.2. System -Related Claims. The Authority must fulfill its Indemnification Obligations to each
Indemnified Party, regardless of whether the Indemnified Party allegedly or actually caused,
directly or indirectly, in whole or in part, any Claim(s) arising from, relating to, or in connection
with, any or all of the following:
(a) any alleged, threatened, or actual presence or release of any Hazardous Materials in,
on, above, or under any site that is or was part of the System at a time when such
Hazardous Materials were threatened to be released or actually present or released;
(b) any actual, proposed, or threatened use, treatment, storage, holding, existence,
disposition, discharge, or other release, generation, production, manufacturing,
processing, refining, control, management, containment, abatement, removal, handling,
or transfer of any Hazardous Materials located in, under, on, or above any site that is or
was in the System, or transportation of any Hazardous Materials to or from the System
(collectively, "Covered Activity");
(c) any actual or proposed assessment, clean up, and/or remediation of any Hazardous
Materials at any tune located in, under, on, or above any sit—e that is or was in the System,
whether or not such assessment, clean up, and/or remediation is voluntary or pursuant
to court or administrative order, including any resulting or required clean up, control,
management, containment, abatement, removal, remedial, or corrective action;
(d) the imposition, recording, or filing or the threatened imposition, recording, or filing of
any environmental lien encumbering any site that is or previously was part of the System
at any time during the Term;
(e) any past, present, or threatened injury to, destruction of, or loss of natural resources
relating to the construction, use, operation, or maintenance of the System or within the
System, including claims for damages, contribution, costs to investigate and assess such
injury, destruction, or loss; or
(f) any actual or threatened failure to comply with any debt obligation incurred by the
Authority.
14.3. Claims for Acts or Omissions of Authority Actors. The Authority must fulfill its
Indemnification Obligations to each Indemnified Party for Claims that are caused or alleged to
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be caused, in whole or in part, by any act or omission of the Authority, its officers, employees,
agents, or contractors acting on behalf of the Authority (collectively, "Authority Actors") for any
Claims, including, without limitation, those arising from, relating to, or in connection with one or
more of the following by one or more Authority Actors:
(a) any actual or threatened breach of any obligation contained within or undertaken as
a result of this Agreement;
(b) any failure to comply with any provision or material obligation contained within or
undertaken as a result of the Master Plan;
(c) any intentional, reckless, or negligent act or omission;
(d) arranging for storage, handling, treatment, disposal, or transport of Hazardous
Materials to, from, or at any facility or incineration vessel containing such or similar
Hazardous Materials; or
(e) any past, present, or threatened noncompliance with or violation of: (i) any
environmental laws, including, without limitation, Chapter 27 of the Broward County
Code of Ordinances, Florida Statutes Chapters 376 and 403, Chapters 62-701 through 62-
787 of the Florida Administrative Code, the Clean Water Act, 33 U.S.C. § 1321, et seq.,
RCRA, 42 U.S.C. § 6901, et seq., CERCLA, 42 U.S.C. § 9601, et seq., Toxic Substances
Control Act, 15 U.S.C. § 2601, et seq., 40 C.F.R. Parts 239 through 799, 49 C.F.R. § 172.101;
(ii) any ordinance, regulation, standard, condition, requirement, permit, license, or
authorization; or (iii) any order of any governmental authority.
14.4. Defense of Claims. The Authority must, upon written notice of a Claim from an
Indemnified Party, defend that Indemnified Party with counsel selected by the Authority and
approved by the Indemnified Party, which approval will not be unreasonably withheld.
14.5. Right to Withhold. If considered necessary by an Indemnified Party, any amounts due the
Authority from that Indemnified Party under Section 5.4, whether as provided for in this
Agreement or any subsequently adopted Master Plan, may be retained by the Indemnified Party
until all Claims against the Indemnified Party subject to the Indemnification Obligations have
been settled or otherwise resolved by the Authority. Any withheld amounts shall not be subject
to payment of interest.
14.6. Exclusions. Notwithstanding anything in this article to the contrary, nothing in this
Agreement will be construed to require the Authority (or any successor thereto) to fulfill the
Indemnification Obligations if prohibited by applicable law (including, without limitation, the
restrictions stated in Section 768.28(19), Florida Statutes), or in connection with a Claim in which
an Indemnified Party seeks to be relieved of its statutory liabilities, with exceptions forjoint and
several liabilities, caused by that Indemnified Party's intentional delivery (whether directly or
indirectly, including by contract) of previously known Hazardous Materials into the System
without the prior express written consent of the Authority. Nothing in this article limits the
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defenses available to the Authority (including under Section 768.28, Florida Statutes) in the
defense of an Indemnified Party pursuant to the Indemnification Obligations.
14.7. Survival of Indemnification Obligations. The Authority's Indemnification Obligations
survive the expiration or earlier termination of this Agreement.
ARTICLE 15. DEFAULT
If any Party or the Authority fails to perform or observe any of the material terms and conditions
of this Agreement and fails to cure such failure within sixty (60) days after receipt of written
notice of such default from another Party or from the Authority (or, if such failure cannot be
reasonably be cured within sixty (60) days, the Party fails to promptly initiate and diligently
pursue cure to completion), then in addition to any other claim at law or in equity, the Party
giving the notice of default shall be entitled, but is not required, to seek specific performance of
this Agreement. The Parties acknowledge that money damages may be an inadequate remedy
for the failure to perform and that the Party giving notice is entitled to obtain an order requiring
specific performance, injunction, or other equitable relief. Failure of any Party to exercise its
rights in the event of any breach by another Party shall not constitute a waiver of such rights. No
Party shall be deemed to have waived any failure to perform by another Party unless such waiver
is in writing and signed by the waiving Party, with such waiver limited to the terms specifically
contained therein.
ARTICLE 16. AMENDMENTS TO THIS AGREEMENT
16.1. Except as expressly authorized in Sections 3.3, 8.1.8, and this article, this Agreement may
only be amended as follows:
16.1.1. The Executive Committee is responsible for recommending proposed
amendments to this Agreement to the Governing Board.
16.1.2. Upon approval of a proposed amendment to this Agreement by the Governing
Board, the Executive Director shall provide notice of the proposed amendment to all
Parties of the Authority by forwarding a copy to each Party for consideration by that
Party's elected body.
16.1.3. Any amendment that substantively modifies any of the following provisions, or
that concerns any of the following subjects, will not be effective unless approved by every
Party's elected body:
16.1.3.1. Article 3 (Formation);
16.1.3.2. Article 4 (Duration);
16.1.3.3. Section 6.2.1 (Governing Board Membership);
16.1.3.4. Section 6.3.1 (Executive Committee Membership);
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16.1.3.5. Section 6.8 (Major Decisions);
16.1.3.6. Section 8.1 (Powers of the Authority), except for Section 8.1.8;
16.1.3.7. Article 12 (Debt Obligations);
16.1.3.8. Article 14 (Indemnification);
16.1.3.9. Article 17 (Dispute Resolution Process; Authority Liability; Choice of
Law, Venue, Jury Trial Waiver);
16.1.3.10. Wind Down (as defined in Section 3.3.3.2); or
16.1.3.11. Disposition of assets owned by the Authority.
16.1.4. Except as otherwise provided in this Agreement, all amendments are effective if
approved by the elected bodies of Parties representing at least two-thirds (2/3) of the
total population of the Parties plus a majority of the Parties; however, if a Party does not
give notice of its elected body's rejection of the proposed amendment within ninety (90)
days after that Party received notice of the amendment, that Party will be deemed to
have approved the amendment.
16.1.5. Notwithstanding Section 16.1.4, no amendment that directly or indirectly:
(a) creates any additional liability or obligation of any one Party (but not all Parties),
(b) disproportionately removes a right of only one Party, or (c) has a disproportionate
adverse effect on any Party, will be effective unless it is approved by such Party (or
Parties) as evidenced by the adoption of a resolution approving the amendment by that
Party's (or Parties') elected body.
16.1.6. This Agreement may not be amended to provide greater powers to the Governing
Board, the Executive Committee, or the Executive Director than have been granted to the
Authority.
16.2. Unless the amendment states otherwise, the amendment will take effect upon
certification by the Governing Board that the necessary approvals of the Parties have been
obtained.
ARTICLE 17. DISPUTE RESOLUTION PROCESS; AUTHORITY LIABILITY; CHOICE OF LAW, VENUE,
JURY TRIAL WAIVER
17.1. Informal Dispute Resolution. The following procedure will apply to resolve a dispute
between the Authority and any number of Parties, or between Parties, relating to matters arising
out of this Agreement ("Dispute"): (i) the Authority or the Party will issue written notice of the
Dispute to the Party or the Authority, as applicable, and any other applicable Parties; and (ii) the
parties to the Dispute will use reasonable efforts to resolve the Dispute within sixty (60) days
after the written notice, including through informal settlement meetings, discussions, mediation,
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or other process as may be agreed among them. The parties to the Dispute may jointly agree to
extend the day deadline for informal dispute resolution.
17.2. Formal Dispute Resolution. If the Dispute is not fully resolved through the informal
dispute resolution process described in Section 17.1, the parties to the Dispute will follow the
conflict resolution procedures for governmental disputes as provided in Chapter 164, Florida
Statutes.
17.3. Failure to Resolve through Formal Dispute Resolution. If the processes required by
Sections 17.1 and 17.2 fail to resolve the Dispute, the Authority and/or applicable Parties may
litigate such Dispute.
17.4. Court -Ordered Dissolution of Authority; Termination of Agreement. In addition to any
remedy at law or equity that a Party may have against the Authority, if a court of competent
jurisdiction enters a final judgment that (a) the Authority is incapable of performing the services
for which it was created, or (b) the actions or inactions of the Authority have prevented County
from performing its obligations under Section 403.706, Florida Statutes, such court may order
monetary damages (against the Authority but not against any members of the Authority) or
equitable relief including, without limitation, the termination of this Agreement and the
dissolution of the Authority.
17.5. Authority Liability for Capital Expansion of County Solid Waste Disposal Facilities. In
addition to any other damages or remedies at law or in equity, if the Authority fails to perform
its obligations under Sections 7.2 or 7.3 and, as a result, County undertakes an expansion of its
solid waste disposal facilities to ensure it can satisfy its statutory obligations under
Section 403.706, Florida Statutes, to provide disposal capacity for Authority Solid Waste
generated in each Party'sjurisdiction, the Authc:ty shall be liable and responsible for payment
to County of costs incurred by County for such capital expansion through the end of the
remaining projected useful life of the disposal facility or facilities. Neither a reduction in the
amount of Authority Solid Waste disposed of because of increases in the amount of Recyclable
Materials lawfully processed or recycled at an appropriate site, nor a reduction in Authority Solid
Waste disposal capacity at any Authority -owned facility resulting from County's exercise of its
right of first refusal, pursuant to Article 18, shall be deemed a failure by the Authority to perform
its obligations under Sections 7.2 or 7.3 of this Agreement.
17.6. Choice of Law; Venue; Waiver of Jury Trial. This Agreement and all disputes between the
Parties and the Authority arising out of or relating to this Agreement shall be construed in
accordance with and governed by the laws of the State of Florida. The sole and exclusive venue
for any litigation related to or arising out of this Agreement, or the duties and responsibilities of
the Authority and the Parties, shall be in State Courts of the Seventeenth Judicial Circuit, in and
for Broward County, Florida. EACH PARTY KNOWINGLY, VOLUNTARILY, AND UNEQUIVOCALLY
WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY FOR ANY CLAIMS, WHETHER IN
CONTRACT, TORT, OR STATUTE, ARISING OUT OF OR RELATING TO THIS AGREEMENT.
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ARTICLE 18. RIGHT OF FIRST REFUSAL
18.1. Prior to entering an agreement to sell real property owned by the Authority of any value,
including the associated material property, plant, or equipment (collectively referred to as
"Authority Property"), the Authority must provide a copy of the offer, letter of intent, or
proposed agreement ("Offer") to all Parties. The Parties will have a right of first refusal to
purchase the Authority Property at the same price, and on the same terms and conditions, as the
Offer, as provided below:
18.1.1.If the Authority Property is a "solid waste disposal facility," as defined in
Section 403.703, Florida Statutes (2022), County will have the right of first refusal. If
County does not exercise the right of first refusal provided in this section, the Municipal
Party or Municipal Parties where the Authority Property is located will have the right of
first refusal.
18.1.2. For all other Authority Property, the Municipal Party, Municipal Parties, and/or
County (for Authority Property located within unincorporated Broward County) where
the subject Authority Property is located will have the right of first refusal. For Authority
Property located within the territorial jurisdiction of more than one local governmental
entity (e.g., two Municipal Parties or a Municipal Party and unincorporated Broward
County), the right of first refusal may be exercised jointly or, if one Party elects not to
exercise the right, by the other applicable Party. If no Municipal Party exercises the right
of first refusal provided in this section, County will have the right of first refusal.
If the applicable Party does not provide the Authority with notice of its intent to exercise its right
of first refusal within sixty (60) days after the Authority provides the Parties with a copy of the
Offer, the Authority may proceed with the sale of the Authority Properly. If County does not
provide the Authority with notice of its intent to exercise the right of first refusal as provided in
Section 18.1.1, the relevant Municipal Party or Municipal Parties will have sixty (60) days after
receipt of notice from the Authority that County has not exercised its right to provide notice of
intent to exercise its right of first refusal. If no Municipal Party provides the Authority with notice
of its intent to exercise the right of first refusal as provided in Section 18.1.2, County will have
sixty (60) days after receipt of notice from the Authority that no applicable Municipal Party has
exercised its right to provide notice of its intent to exercise its right of first refusal.
ARTICLE 19. MISCELLANEOUS
19.1. Assignment. Except in the event of merger between Parties or the dissolution of a Party,
wherein the successor to the Party will automatically become a Party, this Agreement, or any
interest herein, may not be assigned, transferred, or otherwise encumbered, under any
circumstances by any Party without the prior written consent of all other Parties to this
Agreement, which will not be unreasonably withheld. Subject to Section 6.8, nothing herein will
be deemed to restrict or prohibit the Authority's assignment of its rights and obligations as is
deemed necessary or appropriate by the Authority for the provision of services under this
Agreement.
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19.2. Notices. All notices, consents, and other communications required, permitted, or
otherwise delivered under this Agreement must be in writing and delivered either by hand with
proof of delivery or mailed by first class registered or certified mail, return receipt required,
postage prepaid, with contemporaneous email, and in any case must be addressed to each
Party's mayor, with copies to its chief executive officer (e.g., City/Town Manager, County
Administrator, etc.) and its chief legal officer (e.g., City/Town Attorney, County Attorney, etc.), at
the address of its main headquarters. Notices, consents, and other communications given by mail
in accordance with this section will be deemed to have been given five (5) business days after the
postmarked date; notices, consents, and other communications given by any other means will be
deemed to have been given when received.
19.3. Incorporation of Agreements. This Agreement supersedes all prior negotiations,
correspondence, conversations, agreements, or understandings, applicable to the matters
contained therein. Accordingly, it is agreed that no deviation from the terms hereof shall be
predicated upon any prior representations or agreements, whether oral or written.
19.4. Incorporation by Reference. Any and all recital clauses stated above are true and correct
and are incorporated in this Agreement by reference.
19.5. Severability. In the event that any provision of this Agreement shall, for any reason, be
determined to be invalid, illegal, or unenforceable in any respect, then (a) that provision is to be
construed either by modifying it to the minimum extent necessary to make it enforceable (if
permitted by law) or disregarding it (if not), and (b) the Parties shall negotiate in good faith and
agree to such amendments, modifications, or supplements to this Agreement or such other
appropriate actions as shall, to the maximum extent practicable, implement and give effect to
the intentions of the Parties. If an unenforceable provision is modified, disregarded, or amended
in accordance with this section, the rest of this Agreement is to remain in effect as written.
19.6. Representations and Warranties. Each Party hereby represents and warrants as to itself
as follows:
19.6.1. It is duly organized and validly existing under the constitution and laws of the State
of Florida, with full legal right, power, and authority to enter into and perform its
obligations hereunder;
19.6.2. This Agreement has been duly authorized, executed, and delivered by it and
constitutes its legal, valid, and binding obligation, enforceable against it in accordance
with its terms (except as such enforceability may be limited by Article X, Section 13 of the
Florida Constitution or by bankruptcy, moratorium, reorganization or similar laws
affecting the right of creditors generally);
19.6.3. Neither the execution nor delivery of this Agreement, nor the performance of such
Party's obligations hereunder nor the fulfillment of the terms herein: (a) conflicts with,
violates or results in a breach of the Constitution, any law or government regulation of
the State of Florida, or any other local law or ordinance; or (b) conflicts with, violates, or
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results in any breach of any term or condition of any judgment or decree, or any
agreement or instrument to which it is a party or by which it or any of its properties or
assets are bound, or constitutes a default thereunder; and
19.6.4. Except for the procedures provided under Chapter 163 and Chapter 75, Florida
Statutes, and such action as has already been taken, no approval, authorization, or order
of, or any consent or declaration, registration or filing with, any governmental authority
of the State of Florida, or any referendum or other action of voters by election, is required
for the valid execution, delivery, and performance of this Agreement by it.
19.7. The applicable financial disclosure, noticing, and reporting requirements of the Authority
shall be those provided by general law.
19.8. Intellectual Property. The Authority will have all right, title, and interest in and to any
intellectual property created by or for the Authority. No other Party will make any claim of
ownership to any such intellectual property or will have any rights to the intellectual property
other than as expressly set forth in a written agreement between the Board and that other Party.
19.9. Sovereign Immunity. Except to the extent sovereign immunity is expressly waived by
entering into this Agreement among the Parties, nothing herein is intended to serve as a waiver
of sovereign immunity by any of the Parties nor shall anything included herein be construed as
consent by any of the Parties to be sued by third parties in any matter arising out of this
Agreement.
19.10. Interpretation. Terms such as "herein" refer to this Agreement as a whole and not to any
particular sentence, paragraph, or section where they appear, unless the context otherwise
requires. Any references to "must," "shall," or "will" are obligatory. All cit2tions to "Florida
Statutes" mean those statutes as may be amended from time to time, except for references to
the term "solid waste disposal facility," as defined in Section 403.703, Florida Statutes (2022).
Any reference to "days" means calendar days, unless otherwise expressly stated.
19.11. Third -Party Beneficiaries. The Parties do not intend to directly or substantially benefit a
third party by this Agreement. Therefore, the Parties acknowledge that there are no third -party
beneficiaries to this Agreement and that no third party shall be entitled to assert a right or claim
against any of them based upon this Agreement.
19.12. Counterparts and Multiple Originals. This Agreement may be executed in multiple
originals, and may be executed in counterparts, whether signed physically or electronically, each
of which shall be deemed to be an original, but all of which, taken together, shall constitute one
and the same agreement.
19.13. Joinder by Authority. This Agreement is contingent upon the Authority, by majority vote
of the Governing Board at its first meeting, agreeing to the terms, conditions, and obligations of
the Authority as provided for in this Agreement and execution of the joinder of Authority
provided for herein. Other than ministerial matters of procedure of the Governing Board,
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including election of a Chair and Vice -Chair, and other than executing the joiner, the Authority
may not exercise any power under this Agreement until and unless it has executed such joinder,
and this Agreement automatically terminates should the Governing Board fail to join in this
Agreement by the end of its first meeting.
19.14. No Damages for Compliance with Future Applicable Law• Litigation Court Orders
impacting Authority Operations. If any Party fails to meet its responsibilities or perform its
obligations under this Agreement as a result of actions it takes in compliance with applicable
laws, codes, advisory circulars, rules, regulations, ordinances, or orders of any federal, state, or
other governmental entity (other than orders of the Party itself) issued, enacted, adopted, or
promulgated after the Effective Date ("Future Applicable Law"), that Party shall not be liable to
any other Party or to the Authority for damages, provided that such Party: (a) pursues any
colorable challenge to the Future Applicable Law and the challenge proves unsuccessful (in whole
or in applicable part); (b) issues written notice, with contemporaneous email, to the Authority
and to all Parties within fifteen (15) days after the filing of or the initiation of such litigation; and
(c) consents to intervention by the Authority and any other Party in such litigation. In addition, if
a Party is named as a defendant in any litigation concerning solid waste, recycling, or issues likely
to impact the Authority's operations or that Party's obligations under the Agreement, that Party
must provide written notice of same to the Authority and all Parties within fifteen (15) days after
the litigation was filed or the issue(s) otherwise arose (in the event the issue will be considered
by any court within such fifteen (15) day period, such notice shall be provided as promptly as is
practical after the Party receives notice of such pending court consideration) and consent to
intervention in such litigation by the Authority and any other Party.
19.15. Notwithstanding anything to the contrary contained within or alluded to in this
Agreement, nothing in this Agreement shall in any way diminish or modify any right or power of
County to take the following actions before the Formation Conditions have been met:
19.15.1. Implement any recycling program County determines will help meet
recycling goals established by the state or the Authority or identified by any expert
retained by County, the Solid Waste Working Group established by the "Memorandum of
Understanding Regarding Collaborative Study and Subsequent Development of an
Integrated Solid Waste and Recycling System" between Broward County municipalities
and County with an effective date of October 1, 2019, or the Authority; or
19.15.2. Contract for solid waste disposal capacity, or options therefor, with
reasonable opportunities for coordination with representatives of the Authority, on such
terms and conditions County determines will benefit the public, provided that the terms
of any such agreement(s) contain a provision: (a) permitting County to assign the
agreement(s) to the Authority after the Formation Conditions have been met; and (b) the
Authority is not bound by such agreement(s) without its consent.
In addition, nothing contained within or alluded to in this Agreement shall at any time or in any
way impede County from acting as it deems prudent to enable it to offer solid waste disposal
capacity to municipalities that are not a party to the Agreement.
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19.16. No Additional Financial Obligations. Notwithstanding anything to the contrary in this
Agreement, prior to the Formation Conditions being met, the Authority shall take no action that
in any way obligates any Party or Broward County resident to expend any money other than the
amounts funded by the Parties as expressly stated in Section 5.4. The restrictions of this Section
19.16 shall not apply to any costs incurred by a Party pursuant to the Independent Counsel
Procedures referenced in Section 6.10.2.
[The remainder of this page is intentionally left blank.]
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IN WITNESS WHEREOF, the Parties hereto have made and executed this Agreement on the
respective dates under each signature on behalf of each Party to this Agreement, signing by and
through its Mayor or Vice -Mayor, authorized to execute same by action of its elected body.
[SIGNATURE PAGES OF PARTIES TO FOLLOW]
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JOINDER BY AUTHORITY
By affirmative vote of the Governing Board of the Authority, signing by and through its Chair or
Vice -Chair, the Authority hereby joins in this Agreement and further agrees to be bound by all
terms, conditions, and obligations stated herein that apply to the Authority.
Signed:
Print Name: �11%,Jlel
Title: N)R_'Jo(L
Date: ram] jC I:aC)
Solid Waste Disposal and Recyclable Materials Processing Authority Page 36 of 37
Estimated Ongoing Contributions of Parties Prior to Special Assessment Based on Population TR 13944 EXHIBIT 2
Estimated Annual Contribution
$2,000,000
Total Broward Population (2022 BEBR)
1,969,099
75% of Total Broward Population
1,476,824
Municipality
Population
P
(2022 BEBR)
Population
Percentage
based on 100%
Participation
$2M Costs
with 100%
Participation
Fort Lauderdale
189,019
9.599%
$191,985.27
Pembroke Pines
171,309
8.700%
$173,997.35
Hollywood
154,909
7.867%
$157,339.98
Miramar
138,237
7.020%
$140,406.35
Coral Springs
134,816
6.847%
$136,931.66
Pompano Beach
113,789
5.779%
$115,574.69
Davie
106,984
5.433%
$108,662.90
Sunrise
97,479
4.950%
$99,008.73
Plantation
94,048
4.776%
$95,523.89
Deerfield Beach
87,414
4.439%
$88,785.78
Lauderhill
74,887
3.803%
$76,062.20
Tamarac
72,740
3.694%
$73,881.51
Weston
68,318
3.470%
$69,390.11
Margate
58,760
2.984%
$59,682.12
Coconut Creek
57,937
2.942%
$58,846.20
North Lauderdale
45,077
2.289%
$45,784.39
Oakland Park
44,517
2.261%
$45,215.60
Hallandale Beach
41,677
2.117%
$42,331.04
Lauderdale Lakes
36,725
1.865%
$37,301.32
Parkland
36,390
1.848%
$36,961.07
Cooper City
34,683
1.761%
$35,227.28
Dania Beach
32,140
1.632%
$32,644.37
Broward MSD
17,198
0.873%
$17,467.89
West Park
15,243
0.774%
$15,482.21
Wilton Manors
11,569
0.588%
$11,750.55
Lighthouse Point
10,506
0.534%
$10,670.87
Southwest Ranches
7,716
0.392%
$7,837.09
Pembroke Park
6,255
0.318%
$6,353.16
Lauderdale -by -the -Sea
6,205
0.315%
$6,302.37
Hillsboro Beach
1,981
0.101%
$2,012.09
Sea Ranch Lakes
540
0.027%
$548.47
Lazy Lake
1 31
1 0.002%
1 $31.49
Population
Percentage
on 75%
Participation
$2M Costs
with 75%based
Participation
12.799%
$255,980.36
11.600%
$231,996.46
10.489%
$209,786.64
9.360%
$187,208.46
9.129%
$182,575.55
7.705%
$154,099.58
7.244%
$144,883.86
6.601%
$132,011.65
6.368%
$127,365.19
5.919%
$118,381.05
5.071%
$101,416.27
4.925%
$98,508.67
4.626%
$92,520.15
3.979%
$79,576.16
3.923%
$78,461.60
3.052%
$61,045.86
3.014%
$60,287.47
2.822%
$56,441.38
2.487%
$49,735.10
2.464%
$49,281.42
2.348%
$46,969.71
2.176%
$43,525.83
1.165%
$23,290.52
1.032%
$20,642.94
0.783%
$15,667.40
0.711%
$14,227.83
0.522%
$10,449.45
0.424%
$8,470.88
0.420%
$8,403.17
0.134%
$2,682.78
0.037%
$731.30
0.002%
$41.98
(1) Section 5.4 of the ILA provides that until the Authority is able to fund its budget, each Party must contribute funding on a pro rata
basis, based on population, to pay the Authority's expenses. Such expenses shall not exceed an aggregate yearly maximum amount
of two million dollars ($2,000,000).
(2) County has committed to paying 50% of professional/technical consultants for the development of the Master Plan which is
estimated to total approximately one million dollars ($1,000,000).