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HomeMy WebLinkAboutCity of Tamarac Resolution R-2023-147Temp. Reso. # 13990 December 13, 2023 Page 1 of 4 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2023I q -7_ A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, APPROVING AN AGREEMENT WITH WASTE MANAGEMENT INC. OF FLORIDA FOR RECYCLABLE MATERIAL PROCESSING SERVICES BETWEEN THE CITY OF TAMARAC AND WASTE MANAGEMENT INC. OF FLORIDA; AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO EXECUTE SAID AGREEMENT AND TAKE ALL STEPS NECESSARY TO EFFECTUATE THE INTENT OF THE RESOLUTION; FURTHER AUTHORIZING THE CITY MANAGER TO APPROVE CONTRACT RENEWALS OR EXTENSIONS PER THE ORIGINAL TERMS AND CONDITIONS; AUTHORIZING ANNUAL EXPENDITURES FOR RESIDENTIAL RECYCLING PROCESSING SERVICES BASED UPON QUANTITIES OF RESIDENTIAL RECYCLABLE MATERIALS COLLECTED AND THE NET PROCESSING CHARGE PER THE TERMS AND CONDITIONS; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FORAN EFFECTIVE DATE. WHEREAS, in the mid-1980s, the state and federal governments have discouraged the use of landfills as the sole method of disposal of solid waste; and WHEREAS, the State of Florida via The Energy, Climate Change, and Economic Security Act of 2008 (House Bill 7135) signed into law by former Governor Crist created Section 403.7032, Florida Statutes, which established a new statewide recycling goal of 75% to be achieved by the year 2020; and WHEREAS, the City of Tamarac Strategic Goal #5 "A Vibrant Community" directs the City to take proactive measures to preserve and enhance community appearance and maintain a safe built environment; and Temp. Reso. # 13990 December 13, 2023 Page 2 of 4 WHEREAS, The City of Coral Springs ("Coral Springs"), on June 20, 2018 approved an Agreement with Waste Management Inc. of Florida ("WMIF") for Recyclable Materials Processing Services beginning July 3, 2018 through July 2, 2023, and the City Commission of the City of Tamarac, via Resolution R-2018-080, approved an Agreement between the City of Tamarac Waste Management Incorporated of Florida (WMIF) for Recyclables Processing Services utilizing the City of Coral Springs / WMIF Agreement, a copy of Resolution R-2018-080 is attached hereto as "Exhibit 1 ", and Whereas, the City of Coral Springs has opted to not renew the Agreement and has instead, with most other Broward Cities, entered into an agreement directly with WMIF for Resident Recycling Processing Services with WMIF as a Sole -Source Vendor; and WHEREAS, City staff have determined WMIF to be the only vendor able to receive recyclable materials generated within Broward County with the capacity to process a high volume of materials, and that an Agreement between the City of Tamarac and WMIF for Recyclable Materials Processing Services would be advantageous to the City; and WHEREAS, the Director of Public Services, and the Purchasing and Contracts Manager recommend executing an Agreement between the City of Tamarac and WMIF for Recyclable Materials Processing Services, hereto attached as "Exhibit 2"; and WHEREAS, the City Commission of the City of Tamarac, deems it to be in the best interest of the citizens and residents of the City to authorize and execute an Agreement between the City of Tamarac and WMIF for Recyclable Materials Processing Services. Temp. Reso. # 13990 December 13, 2023 Page 3 of 4 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA THAT: SECTION 1: The foregoing "WHEREAS" clauses are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this Resolution upon adoption hereof, and all exhibits referenced and attached hereto are incorporated herein and made a specific part of this resolution. SECTION-2- The City Commission hereby approves the Agreement between the City of Tamarac and WMIF, attached hereto as "Exhibit 2", utilizing terms, conditions and rates provided as a part of the Agreement. SECTION 1 The City Manager or designee are HEREBY authorized to extend or renew the Agreements and approve assignments and other amendments to the Agreements with WMIF. SECTION 4: Annual expenditures, for residential recycling processing services based upon quantities of residential recyclable materials collected and the net processing charge per the terms and conditions of the Agreement. SECTION 5: All Resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. SECTION 6: If any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. .qFrTION 7 passage and adoption. Temp. Reso. # 13990 December 13, 2023 Page 4 of 4 This Resolution shall become effective immediately upon its PASSED, ADOPTED AND APPROVED this t3 day ofNt6Z— 12023. ATTEST: _'Q' ��6-4 " RX KIMBERLY DILLON, CMC CITY CLERK MICHELLE J. GbMtZ, MAYOR RECORD OF COMMISSION VOTE MAYOR GOMEZ jes DIST 1: V/M BOLTON `1451� DIST 2: COMM. WRIGHT JR `-j af DIST 3: COMM. VILLALOBOS DIST 4: COMM. DANIEL _lam APPROVED AS TO FORM AND LEGAL SUFFICIENCY FOR THE USE AND RELIANCE OF THE CITY OF TAMARAC ONLY. HANS OTTIMOT CITY ATTORNEY 6x i Temp Reso. # 13139 July 11, 2018 Page 1 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2018 f0_ A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, APPROVING AN AGREEMENT WITH WASTE MANAGEMENT INC. OF FLORIDA FOR RECYCLABLE MATERIAL PROCESSING SERVICES UTILIZING THE AGREEMENT BETWEEN THE CITY OF CORAL SPRINGS AND WASTE MANAGEMENT INC. OF FLORID& AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO EXECUTE SAID AGREEMENT AND TAKE ALL STEPS NECESSARY TO EFFECTUATE THE INTENT OF THE RESOLUTION; PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, in the mid-1980s, the state and federal governments have discouraged the use of landfills as the sole method of disposal of solid waste; and WHEREAS, the State of Florida via The Energy, Climate Change, and Economic Security Act of 2008 (House Bill 7135) signed into law by former Governor Crist created Section 403.7032, Florida Statutes, which established a new statewide recycling goal of 75% to be achieved by the year 2020; and WHEREAS, the City of Tamarac Strategic Goal #5 "A Vibrant Community" directs the City to take proactive measures to preserve and enhance community appearance and maintain a safe built environment, and WHEREAS, the City Commission of the City of Tamarac, via Resolution R-2013-58, dated June 26, 2013, approved an Agreement between the City of Tamarac and Sun - Bergeron Solid Waste Joint Ventures ("Sun -Bergeron") for Recyclables Processing Temp. Reso. # 13139 July 11, 2018 Page 2 Services, a copy of Resolution R-2013-58 is incorporated herein by reference and is on file in the Office of the City Clerk; and WHEREAS, the Sun -Bergeron Agreement expires on July 3, 2018, and the City of Southwest Ranches has not extended the Agreement with Sun -Bergeron Solid Waste Joint Ventures for Recyclables Processing Services; and WHEREAS, The City of Coral Springs ("Coral Springs"), on June 20, 2018 approved an Agreement with Waste Management Inc. of Florida ("WMIF") for Recyclable Materials Processing Services beginning July 3, 2018 through July 2, 2023, a copy of the Agreement between Coral Springs and WMIF is attached hereto as "Exhibit 1 ", incorporated herein and made a specific part of this Resolution; and WHEREAS, City staff have determined an Agreement between the City of Tamarac and WMIF utilizing the Agreement between Coral Springs and WMIF for Recyclable Materials Processing Services would be advantageous to the City; and WHEREAS, the City of Coral Springs has authorized members of the Southeast Florida Governmental Purchasing Co-operative Group, of which the City of Tamarac is a member, to utilize said Agreement between Coral Springs and WMIF for Recyclable Materials Processing Services, a copy of said authorization is attached hereto as "Exhibit 2", incorporated herein and made a specific part of this Resolution; and WHEREAS, City of Tamarac Public Services staff determined the terms, conditions, and net rate of the Agreement between Coral Springs and WMIF for Recyclable Materials Processing Services would be advantageous to the City; and WHEREAS, Section 6-148 (f) of the Tamarac Procurement Code provides that the Temp. Reso. # 13139 July 11, 2018 Page 3 City may purchase goods or services from contracts awarded by other governmental or not -for -profit entities; and WHEREAS, the Director of Public Services, and the Purchasing and Contracts Manager recommend executing an Agreement between the City of Tamarac and WMIF for Recyclable Materials Processing Services, hereto attached as "Exhibit 3°; and WHEREAS, the City Commission of the City of Tamarac, deems it to be in the best interest of the citizens and residents of the City to authorize and execute an Agreement between the City of Tamarac and WMIF for Recyclable Materials Processing Services. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA THAT: SECTION 1: The foregoing "WHEREAS" clauses are hereby ratified and confirmed as being true and correct and are hereby made a specific part of this Resolution upon adoption hereof. All Exhibits attached hereto are hereby incorporated herein and made a specific part of this resolution. SECTION 2: The City Commission hereby approves the Agreement between the City of Tamarac and WMIF, attached hereto as "Exhibit 3", utilizing terms, conditions and rates provided as a part of the City of Coral Springs Agreement, and authorizes the appropriate City Officials to accept and execute the Agreement and to take all steps necessary to effectuate the intent of this resolution. SECTION 3: All Resolutions or parts of resolutions in conflict herewith are Temp Reso # 13139 July 11, 2018 Page 4 hereby repealed to the extent of such conflict. SECTION 4: If any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. "The remainder of this page is intentionally left blank." u SECTION 5 passage and adoption. Temp. Reso. # 13139 July 11, 2018 Page 5 This Resolution shall become effective immediately upon its PASSED, ADOPTED AND APPROVED this//day of 12018. ATTEST: ..xw )� PATRICIA TEU�EL, f CITY CLERK I HEREBY CERTIFY THAT I HAVE APPROVED THIS RESOLUTION AS TO FORM UEL S. GOREN CITY ATTORNEY HA RY DRESSLER MAYOR RECORD OF COMMISSION VOTE: MAYOR DRESSLER DIST 1: COMM. BOLTON DIST 2: VIM GOMEZ DIST 3: COMM. FISHMAN DIST 4: COMM. PLACKO TR 13139 - EXHIBIT 1 ADDENDUM TO AGREEMENT BETWEEN THE CITY OF CORAL SPRINGS AND WASTE MANAGEMENT INC. OF FLORIDA FOR RECYCLING SERVICES THIS IS AN ADDENDUM. dated this 4eday of c 2018. by and between: CITY OF CORAL SPRINGS, FLORIDA a municipal corporation 9500 W. Sample Road Coral Springs, Florida 33065 (hereinafter referred to as "CUSTOMER") and WASTE MANAGEMENT INC. OF FLORIDA a Florida corporation 2700 Wiles Road Pompano Beach, Florida 33073 (hereinafter referred to as "COMPANY") EREAS, the CUSTOMER and COMPANY entered into a contract on thir,?' ,- of Y 2018 (hereinafter "Agreement"); and WHEREAS, it is necessary to include additional provisions; NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration. the receipt and adequacy of which are acknowledged, the parties agree as follows: Section 1. The foregoing recitals are true and correct and are hereby incorporated into this Agreement. Section 2. The following terms and conditions are hereby incorporated into the aforementioned Agreement between the CUSTOMER and COMPANY: A. TERMINATION FOR CONVENIENCE COMPANY or CUSTOMER upon one hundred twenty (120) calendar days written notice delivered by certified mail, return receipt requested, to the other party, may, without cause and without prejudice to any other right or remedy, terminate the Agreement for convenience whenever the COMPANY or CUSTOMER determines that such termination is in its best interest. Where the Agreement is terminated for convenience the notice of termination must state that the Agreement is being terminated for the convenience of the terminating party under the termination clause. 'Termination for convenience shall be on an all or none basis; there shall be no partial termination for convenience. Upon receipt or delivery, as the case may be, of the Notice of Termination for convenience, the COMPANY shall promptly discontinue all work at Poo: 132620 Page I of'9 TR 13139 - EXHIBIT 1 the time and to the extent indicated on the Notice of Termination, terminate all outstanding subcontractors and purchase orders to the extent that they relate to the terminated portion of the Agreement and refrain from placing further orders and subcontracts except as they may be necessary, to complete any continued portions of the work. B. TERMINATION AT WILL IN THE EVENT SUN-BERGERON SOLID WASTE SERVICES, JV AGREEMENT FOR RECYCLING PROCESSING SERVICES IS RENEWED OR REVIVED BY ANY BROWARD COUNTY MUNICIPALITY COMPANY acknowledges and understands that CUSTOMER entered into a five-year recycling processing services agreement with Sun -Bergeron Solid Waste Services. JV beginning on July 1. 2013 and expiring on June 30. 2018 ("JV Agreement"). COMPANY acknowledges and understands that the JV Agreement contained an option to renew the contract for two (2) additional five (S) year terms-, however, CUSTOMER cannot take advantage of such renewal periods unless and until the City of Deerfield Beach, Florida and Sun -Bergeron Solid Waste Services, JV consent and agree to such extension. COMPANY also acknowledges and understands that several other municipalities in Broward County have a similar arrangement with Sun -Bergeron Solid Waste Services, JV. COMPANY agrees that in the event that the JV Agreement is extended, renewed, or renegotiated with more favorable pricing and/or material terms than this Agreement, or in the event that Sun -Bergeron Solid Waste Services, JV extends. renews, or renegotiates a recycling processing services agreement with any other municipality in Broward County, which contract contains more favorable pricing and/or material terms than this Agreement, and Sun -Bergeron Solid Waste Services. JV, agrees to offer such services at the same or similar prices and/or material terms to the CUSTOMER, in the CUSTOMER'S sole discretion. CUSTOMER, upon providing written notice to COMPANY, may, without cause and without prejudice to any other right or remedy, terminate this Agreement thirty (30) days after receipt of the Notice of Termination ("Termination at Will"). Thirty (30) days after the receipt of the Notice of Termination at Will, the COMPANY shall promptly discontinue all work at the time and to the extent indicated on the Notice of Termination at Will, terminate all outstanding subcontractors and purchase orders to the extent that they relate to the terminated portion of the Agreement and refrain from placing further orders and subcontracts except as they may be necessary, to complete any continued portions of the work. Notwithstanding the above thirty (30) day time frame, should the City of Deerfield Beach, Florida or any other municipality in Broward County and the JV consent and agree to an extension of its JV Agreement prior to the commencement of services under this Agreement. the CUSTOMER shall have a right to terminate this Agreement immediately upon written notice to COMPANY. C. MOST FAVORED PRICING AND MATERIAL TERMS In the event that COMPANY subsequently enters into an agreement for the processing and/or recycling of another governmental entity's Recyclable Materials (or a private entity that provides the recycling for all or substantially all of the Recyclables generated within a governmental entity's jurisdiction) generated anywhere within Broward County (an "Eligible Agreement"), COMPANY shall provide the CUSTOMER with a copy of the Eligible Agreement within thirty (30) days of execution thereof. If the CUSTOMER, in its sole discretion, determines that the Eligible Agreement includes pricing and/or material terms more favorable to the applicable 1)M, 13.16'110 Page 2 of 9 TR 13139 - EXHIBIT 1 governmental entity or private entity than the CUSTOMER'S. the CUSTOMER may provide written notice to COMPANY of CUSTOMER'S determination and, if the CUSTOMER does so, the CUSTOMER'S Agreement shall be amended to provide for the more favorable pricing and/or material terms set forth in the Eligible Agreement, and such change shall be effective retroactive to the effective date of the Eligible Agreement. D. RECORDS AND AUDIT CUSTOMER reserves the right to audit the records of COMPANY relating to this project at any time during the performance and term of the Agreement and for a period of three (3) years after completion and acceptance by CUSTOMER. If required by CUSTOMER, COMPANY shall agree to submit to an audit by an independent certified public accountant selected by CUSTOMER. COMPANY shall allow CUSTOMER to inspect, examine and review the records of COMPANY relating directly and only to this Agreement, upon reasonable notice given, at anv and all times during normal business hours during the term of this Agreement. IF THE COMPANY HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE COMPANY'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT THE CITY OF CORAL SPRINGS, DEBRA THOMAS. CMC, CUSTOMER CLERK, 9500 WEST SAMPLE ROAD, CORAL SPRINGS, FLORIDA 33065, D`I 1-I0MAS ct�C (.:)FtAC. 1'RI IC;S.0 I Ci, TELEPHONE NUMBER (954) 344- 1067. COMPANY understands, acknowledges and agrees that the COMPANY shall, pursuant to Section 119.0701. Florida Statutes, as amended from time to time, do the following: (1) Keep and maintain public records required by the CUSTOMER to perform the service. (2) Upon request from the CUSTOMER'S custodian of public records, provide the CUSTOMER with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law or CUSTOMER policy. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the COMPANY does not transfer the records to the CUSTOMER. (4) Upon completion of the contract, transfer, at no cost, to the CUSTOMER all public records in possession of COMPANY or keep and maintain public records required by the CUSTOMER to perform the service. If the COMPANY transfers all public records to the CUSTOMER upon completion of the contract, the COMPANY shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure Doe 132620 Page 3 of 9 TR 13139 - EXHIBIT 1 requirements. If the COMPANY keeps and maintains public records upon completion of the contract, the COMPANY shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the CUSTOMER, upon request from the CUSTOMER'S custodian of public records, in a format that is compatible with the information technology systems of the CUSTOMER. REQUEST FOR NONCOMPLIANCE (a) A request to inspect or copy public records relating to a CUSTOMER'S contract for services must be made directly to the CUSTOMER. If the CUSTOMER does not possess the requested records, the CUSTOMER shall immediately notify the COMPANY of the request, and the COMPANY must provide the records to the CUSTOMER or allow the records to be inspected or copied within a reasonable amount of time. (b) If a COMPANY does not comply with the CUSTOMER'S request for records, the CUSTOMER shall enforce the contract provisions in accordance with the contract. (c) A COMPANY who fails to provide the public records to the CUSTOMER within a reasonable time may be subject to penalties under Section 119.10. CIVIL ACTION (a) If a civil action is filed against a COMPANY to compel production of public records relating to a CUSTOMER'S contract for services, the court shall assess an award against the COMPANY the reasonable costs of enforcement, including reasonable attorney fees, if. (1) The court determines that the COMPANY unlawfully refused to comply with the public records request within a reasonable time, and (2) At least eight (8) business days before filing the action, the plaintiff provided written notice of the public records request, including a statement that the COMPANY has not complied with the request, to the CUSTOMER and to the COMPANY. (b) A notice complies with subparagraph (a)2. if it is sent to the CUSTOMER'S custodian of public records and to the COMPANY at the COMPANY'S address listed on its contract with the CUSTOMER or to the COMPANY`S registered agent. Such notices must be sent by common carrier delivery service or by registered, Global Express Guaranteed, or certified mail. with postage or shipping paid by the sender and with evidence of delivery, which may be in an electronic format. (c) A COMPANY who complies with a public records request within eight (8) business days after the notice is sent is not liable for the reasonable costs of enforcement. Doc 132620 Page 4 of 9 TR 13139 - EXHIBIT 1 E. GOVERNING LAW; VENUE The validity, construction and effect of this Agreement shall he governed by the laws of the State of Florida. Any claim, objection or dispute arising out of the terms of this Agreement shall be litigated in the Seventeenth Judicial Circuit in and for Broward County, Florida and the prevailing party to any resultant judgment shall be entitled to an award of all reasonable attorney's fees, interest and court costs incurred by such prevailing party against the losing party including reasonable appellate attorney's fees, interest and taxable costs. F. INSURANCE The COMPANY shalt secure and maintain, at its own expense, and keep in effect during the full term of this Agreement, a policy or policies of insurance. which must include the following coverages and minimum limits of liability: (1) Worker's Compensation Insurance for statutory obligations imposed by Worker's Compensation or Occupational Disease Laws, including, where applicable, the United States Longshoremen's and Harbor Worker's Act, the Federal Employers' Liability Act and the Jones Act. Employer's Liability Insurance shall be provided with a minimum of two hundred thousand and xx/100 dollars ($200.000.00) per accident. 'The COMPANY agrees to be responsible for the employment, conduct and control of its employees and for any injury sustained by such employees in the course of their employment. (2) Commercial Automobile Liability Insurance for all owned, non -owned and hired automobiles and other vehicles used by the COMPANY in the performance of the obligations of this Agreement with the following minimum limits of liability with no restrictive endorsements: $1,000-000.00 Combined Single Limit, per occurrence, Bodily Injury & Property Damage (3) Comprehensive General Liability (occurrence form) with the following minimum limits of liability with no restrictive endorsements: $1.000.000.00 Combined Single Limit, per occurrence, Bodily Injury & Property Damage. Coverage shall specifically include the following with minimum limits not less than those required for Bodily Injury Liability and Property Damage Liability: (a) Premises and Operations. (b) Independent Companys. (c) Product and Completed Operations Liability. (d) Broad Form Property Damage. (e) Broad Form Contractual Coverage applicable to the Agreement and specifically insuring the indemnification and hold harmless agreement contained in section 8 (check when final) of the Agreement. (f) Owner's or Company's Protective Liability. Ikc 13261.0 Page 5 of 9 TR 13139 - EXHIBIT 1 UPON CONTRACT EXECUTION, THE COMPANY SHALL SUBMIT TO CUSTOMER COPIES OF ITS CERTIFICATE(S) OF INSURANCE EVIDENCING THE REQUIRED COVERAGES AND SPECIFICALLY PROVIDING THAT THE CITY OF CORAL SPRINGS IS AN ADDITIONAL NAMED INSURED OR ADDITIONAL INSURED WITH RESPECT TO THE REQUIRED COVERAGES AND THE OPERATIONS OF COMPANYS UNDER THE AGREEMENT. Insurance companies selected must be acceptable to CUSTOMER. All of the policies of insurance so required to be purchased and maintained shalt contain a provision or endorsement that the coverage afforded shall not be canceled, materially changed or renewal refused until at least thirty (30) calendar days written notice has been given to the CUSTOMER by certified mail. These insurance requirements shall not relieve or limit the liability of the COMPANY. The CUSTOMER does not in any way represent that the types and amounts of insurance required hereunder are sufficient or adequate to protect the COMPANY's interests or liabilities but are merely minimum requirements established by the CUSTOMER's Risk Management Coordinator. The CUSTOMER reserves the right to require any other insurance coverages that the CUSTOMER deems necessary depending upon the risk of loss and exposure to liability. The required insurance coverage shall be issued by an insurance company authorized and licensed to do business in the State of Florida, with the minimum rating of B+ to A+, in accordance with the latest edition of A.M. Best's Insurance Guide. The COMPANY shall require each of its sub-COMPANYs of any tier to maintain the insurance required herein (except as respects limits of coverage for employers and public liability insurance which may not be less than One Million ($1,000,000) Dollars for each category), and the COMPANY shall provide verification thereof to the CUSTOMER upon request of the CUSTOMER. All required insurance policies shall preclude any underwriter's rights of recovery or subrogation against the CUSTOMER with the express intention of the parties being that the required insurance coverage protects both parties as the primary coverage for any and all losses covered by the above described insurance. The COMPANY shall ensure that any company issuing insurance to cover the requirements contained in this Agreement agrees that they shall have no recourse against the CUSTOMER for payment or assessments in any form on any policy of insurance. The clauses "Other Insurance Provisions" and "Insured Duties in the Event of an Occurrence. Claim or Suit" as it appears in any policy of insurance in which the CUSTOMER is named as an additional named insured shall not apply to the CUSTOMER. The CUSTOMER shall provide written notice of occurrence within fifteen (15) working days of the C:USTOMER's actual notice of such an event. Dm 132620 Page 6 of 9 TR 13139 - EXHIBIT 1 The COMPANY shall not commence performance of its obligations under this Agreement until af3er it has obtained all of the minimum insurance herein described and the same has been approved. Violation of the terms of this Section and its subparts shall constitute a breach of the Agreement and the CUSTOMER, at its sole discretion, may cancel the Agreement and all rights, title and interest of the COMPANY shall thereupon cease and terminate. Section 3. SF.VERABILITY Should any part, term or provision of this Amendment be by the courts decided to be illegal or in conflict with any law of the State, the validity of the remaining portions or provisions shall nor be affected thereby. Section 4 All other conditions and terms of the original Agreement, as amended, not specifically amended herein remain in hill force and effect. (THE REMAINDER OF 1-11IS PAGE INTENTIONALLY LEFT SL.ANKI Dm Page 7 of TR 13139 - EXHIBIT 1 IN WITNESS OF THE FOREGOING, the CITY OF CORAL SPRINGS AND WASTP, MANAGEMENT INC. OF FLORIDA have hereunto set their hands and seals on the dates written below. ATTEST: & Debra Thomas, CMC, City Clerk APPROGAS T RM- City Office Doc 1326-210 Page 8 of 9 CITY OF C4?RAL SPRINGS FLORIDA Waiter amp 1 yor TR 13139 - EXHIBIT 1 ASTE Print Na, Title: _ Y r C't_ PirsS den4 State of Pc ­;aka County of Aroraa�d On this, the IS day of 3ur.e_ 2018, before me. the undersigned Notary Public of the State of4cr:d c, the foregoing instrument was acknowledged bY_7gme..s G L4 a (name of corporate officer), br;c� prey„1e�,� (title), of WASTE MANAGEMENT INC. OF FLORIDA (name of corporation), a J=' :d., (state of corporation) corporation, on behalf of the corporation. WITNESS my hand and official seal `*COLEEN T. HOULIHAN MY COMMISSION # GG011816 EXPIRES Augtw 02, 2020 Notary Public, State of ff-e—, f . 1-40„ I, h ell Printed, typed or stamped name of Notary Public exactly as commissioned Personally known to me, or o Produced identification: (type of identification produced) Doc 13.162t, Page 9 of 9 TR 13139 - EXHIBIT 1 RECYCLING SERVICES AGREEMENT SINGLE STREAM BLENDED VALUE THIS RECYCLING SERVICES AGREEMENT ("Agreement") is made as of April 18, 2018, by and between WASTE MANAGEMENT INC. OF FLORIDA, ("Company), a Florida corporation with an office located at 2700 Wiles Road, Pompano Beach, FL 33073 and City of CORAL SPRINGS, FLORIDA ("Customer"), with a location at 9500 West Sample Road, Coral Springs, FL 33065 1. TERM: The term of the Agreement shall be for a period of five (5) years, commencing July 3. 2018. The Agreement may be renewed for additional terms by written mutual agreement. 2. QUANTITY AND QUALITY: During the term of the Agreement, Company shall take and Customer agrees to provide one hundred percent (100%) of Customer's single stream recyclables ("Recyclables"). Customer will provide in accordance with Exhibit A ("Specifications"), In the event that the Recyclables do not meet Specifications, the load may be rejected and/or Customer shall have the sole responsibility for any resulting settlement or adjustments, including, but not limited to. price reductions, transportation, and disposal costs. Recyclables specifically exclude, and Customer agrees not to deposit or permit the deposit for collection of, any waste tires„ radioactive, volatile, corrosive, flammable, explosive, biomedical, infectious, bio-hazardous, regulated medical or hazardous waste, toxic substance or material. as defined by, characterized or listed under applicable federal, state, or local laws or regulations, or chemical or other properties that are deleterious or capable of causing material damage to any part of Company's property, its personnel or the public or materially impair the strength or the durability of the Company's structures or equipment, or any materials containing information (in hard copy or electronic format, or otherwise) which information is protected or regulated under any local, state or federal privacy or data security laws, including, but not limited to the Health Insurance Portability and Accountability Act of 1996, as amended, or other regulations or ordinances or other waste not approved in writing by Company (collectively, "Excluded Materials") Title to and liability for Excluded Materials shall remain with Customer at all times. Title to Recyclables provided by Customer to Company is transferred to Company upon Company's receipt or collection unless otherwise provided in this Agreement or applicable law Company reserves the right at its sole discretion upon notice to Customer to discontinue acceptance of any category of Recyclables as a result of market conditions related to such materials and makes no representations as to the recyclability of the materials which are subject to this Agreement. 3. RECYCLABLE VALUE: The value of the Recyclables meeting the Specifications shall be as set forth on Exhibit B It shall be conclusively presumed that the composition of the Recyclables delivered to the Company shall be identical to the composition of all single stream recyclables processed by Company at the processing facility used, as established from time to time by Company. Notwithstanding the foregoing, Company may perform a composition study of the Recyclables to determine the percentage of each commodity in Customer's Recyclables and may revise the amount payable or chargeable to Customer to reflect the actual composition of Customer's Recyclables. Customer acknowledges that the value of the Recyclables may be negative. 4. PAYMENTS; CHARGES; ADJUSTMENTS: Where the value is positive for the Recyclables, Company shall pay Customer on or about the last day of each month for Recyclables purchased during the preceding month, after deduction of any Charges owed to Company by Customer for services performed hereunder.. Any Customer invoice balance not paid within thirty (30) days of the date of invoice is subject to a late fee, and any Customer check returned for insufficient funds is subject to a NSF fee, both to the maximum extent allowed by applicable law. In the event that payment is not made when due, Company retains the right to suspend service until the past due balance is paid in full. In the event that service is suspended in excess of fifteen (15) days, Company may terminate this Agreement for such default. 5. SERVICE: Customer shall deliver Recyclables, at Customers expense, to WM Recycling Sun 11, 1750 SW 43'11 Terrace, Deerfield Beach, FL 33442: All Recyclables must be delivered in self -dumping trucks and will be weighed in and out by Company at the Facility. 6. CONTAINERS/ACCESS: 7. DEFAULT: Notwithstanding the term of this Agreement set forth in paragraph one (1) above, in the event of default by a party, which default is not cured within thirty (30) days after written notice from the non -defaulting party, the non -defaulting party, at its option, may terminate this Agreement, upon written notice 8. INDEMNIFICATION/LIMIT OF LIABILITY: Company agrees to indemnify, defend and save Customer, its parent. subsidiaries, and corporate affiliates, harmless from and against any and all liability which Customer may be responsible for or pay out as a result of bodily injuries (including death), property damage, or any violation or alleged violation of law, to the extent caused by any negligent act or omission or willful misconduct of the Company or its employees, which occurs (a) during the collection or transportation of Customer's Recyclables. or (b) as a result of the disposal of Customer's Recyclables in a facility owned by the Company or a Waste Management company, provided that the Company's indemnification obligations will not apply to occurrences involving Excluded Materials. TR 13139 - EXHIBIT 1 EXHIBIT A SINGLE STREAM SPECIFICATIONS During the term of the Agreement, Company shall take and Customer agrees to provide one hundred percent (100%) of Customer's single suearn recyclable$ ('Recyctabtes') in accordance with the specthcations below (`Spacifications'). In the event that the Recyclables do not meet Specifications, the load may be rejected anddar Customer shall have the sole responsibility for any resulting settlement or adjustments, Including, but not limited to: price redutzions, transportation, disposal costs, and contamination fees, all of which may include an amount for Company's operating and gross profit margin Racyciables spec iSulty exclude, and Customer agrees not to deposit or permit the deposit for collection of, any waste tires, radioactive, volatile, corrosive, flammable, explosive, biomedical, Infectious, bio-nazardars, regulated medical or hazardous waste. toxic substance or material, as defined by, characterized or fisted under applicable federal, state, or local laws or regulations, or chemical or other properties that are deleterous or capable of causing material damage to any part of Company's property, Its personnel or the public or materially impair the strength or the durabiiity of the Company's structures or equipment, or any materials containing Information (in hard copy or electronic format, or otherwise) which Information is protected or regulated under any local, state or federal privacy or data security taws, Including but not limited to the Health insurance Portability and Accountability Act of 1996, as amended, or other regulations or ordinances or other waste not approved in writing by Company (collectively, 'Excluded Matenais' Titts to and liability for Excluded Matena!s shall remain with Customer at all times Tick to Recyclables provided by Customer to Company is transferred to Company upon Company's receipt or collection unless otherwise provided in this Agreement or applicable law. RECYCL.ABLES must be dry loose (not bagged) and include ONLY the foilowing Aluminum cans - em2ty I Newripapar PET bottles with the symbol *1 - with screw tops on - ern Mail HOPE plastic battles with the symbol 92 (milk, water bottles dotolgerilt. and shampoo bottles etc. - empty Magazines, glossy inserts, pamphiets and catalogs Plastic containers with symbols *347 - empty (no expanded polystyrene) Uncoated paperboard (ex. cereal boxes, food and snack boxes) i Steal and tin cans - empty I Uncoated printing, writing and office paper { Glass food and beverage containers - brown, clear, or green. - i am Oid corrugated containerslsardboard (uncoated) ---I Phone books NON-RECYCLABLES inckide, but are not ilnailed to the following: Plastic bags and oagged materials (even If containing Re cdables Microwevable, trays Mirrors Window or auto glass Light bulbs Coated cardboard Porcelain and ceramics 1 Plastics unnumbered Expanded polystynere 1 Coathangers Glass and metal cookwaredhakeware Household ap2liances and electronics, _ Hoses cords. wires I Yard waste construction debris and wood Flexible plastic or him packaging and mulh4aminated materials Needles, syringes, IV bags or other medical supplies Food waste and liquids, containers containing such Items Textiles cloth. or any fabric(bedding, flows, sheets etc) Excluded Materials or containers which contained Excluded Matenais Napkins, paper towels, tissue, paper plates. paper cups. and plastic utensils Any Recyclable materials or pieces of Recyclable$ less than 4' in slze in any dimension Propane tanks, battens DELIVERY SPECIFICATIONS: Material delivered by or on behalf of Customer may not contain more than 30% Nan-Recyciabtes ('Excess Cantamination') and may contain no Excluded Materials, in the event a load does not meet Specifications, the bad may be rejected and/or Customer may be charged additional processing, return or disposal costs: provided, however, that if delivered material contains more than 10% Non -Recyclable$ (but does not contain Excluded Materials), the material will be accepted and the Excess Contamination shall be subject to the Charges set forth in Exhibit 6, 'Excluded Materials' means radioactive, volatile, corrosive, flammable, explosive, biomedical infectious. bic-hazardous or toxic substance or material, or regulated medial or hazards waste as defined by, characterized or listed under applicable federal. state, or local laws or regulations, materials containing information (in hard copy or electronic format, or otherwise) which Information is protected or regulated under any local, state or federal privacy or data security laws, Including. but not limited to the Health Insurance Portability and Accountability Act of 1996 as amended. or other regulations or ordinances Gompany reserves the right upon notice to discontinue acceptance of any category of materials set forth above as a result of market conditions related I o such materials and makes no representations as to trio recyclabiatty of the materials Company shall provide six (6) month advanced written mice to Customer of its decision to discontinue acceptance of any such material. Customer shall deliver Recyclables, at Customers expense, to Company's facility located at 1750 SW 4r Ter, Deerfield Beach, FL 33442, Reuter Recycling, 20701 Pembroke Rd, Pembroke Pines, FL 33029, or to such other location as the Company may direct from time to time (`Facilityy*) during the Facility's operating hours, Monday through Saturday, exctudtng Christmas Day. All Recyclables must be delivered in self -dumping trucks and wilt be weighed in and out by Company at the Facility- TR 13139 - EXHIBIT 1 EXHIBIT B SINGLE STREAM PRICING 1. VALUE SHARE Where the Blended Value is greaser elan the Processing nee, Customer's value share is a percentage of the difference between the Blended Value and the Processing Fee as fisted below. When the Blended Value is less than the Processing Fee, Customer shall pay Company the difference between the Processing Fee and the Blended Value. Where the Bondi Vakre !s greater than the Processing Fee and equal to or less than $120 CO, the Customers value share is 55% of the Jdarence Where the Siended Value is greater than S120.00 and equal to or less than $140.00, the Customers value share is 65% of the difference Where the Blended Value is greater than S140.00, the Customers value share is 75% of the difference 2. &ZNDEO VALUE To calculate the Blended Value per ton of the Recyclabies, (a) The percentage of each Recyclable and Non-Recfolabie component set forth below contained in the Customers recyclabies as established and revised from time-to•tkne by audit, rs multiplied by the current value of each commodity set forth below; and (b) Each commodity value per ton is added together to obtain the Blended Value per ton. Customer acknowledges that the value of a corrxnodity may be negative Blended Value is Calculated monthly 'PS' means the average price published at www.Secondary-FiberPrring cam for the Southeast JSA Region, domestic price 1st issue of the month retroactive to the first of the month • 'SMP' means the average price published at www.SecondaryMatianalsPridng con for the Atianta (Southeast USA) Region, first dated price each month, retroactive to the first of the month. If PS or SMP (or both) Is no longer reflective of prevailing market conditions or if ar akcmative publication mom accurately reflects such market conditions, then Contractor may substitute such aftemabve publications) or alternate method to determine the value of each Commodity set forth below • 'Transportation and Disposal' means the Charge for transporting residue frorn the processing facility per ton in the month of delivery to the disposal facility Material Index Description Mixed Paper PS 54 Mixed Paper (MP) Newspaper PS 56 Sorted Resldentlal Paper$ (SRNP) Corrugated Containers PS 11 Corrugated Containers Aluminum Cans SMP Metals Aluminum Cans Sorted, Bated, C/lb, picked up) Steel Cans SMP Metals Steel Cans ISorted, Bated, $/Gross ton, picked ups PET SMP Plastics PET (Bated, C/b, picked up) Natural HDPE SMP Piastio Natural HOPE (Baled, cilb, picked up) i Colored HOPE SMP Pbsttu Colored HDPE (Baled, c/Ilb, plci up) Plastics 93-47 SMP Plastics Commingled (93-7, Baled, c/lb, picked up) Glass (3 Mlx) 51,111? Glass 3 Mix (Siton del. as Recycfable or Dlsposabie) Pol coated Cartons $0 00 Contamination (up to 10%) $0.00 Excessive Contaminauon (over 10%) T&0 3. CHARGES (a) The Initial Processing Fee is $96,00 per delivered ton (b) The Contractor has the tight to adjust the Processing Fee in accordance with increases in the applicable CPI as catcuiated below on the anniversary of the Effective Date ('Anniversary Date'). Such CPI adjustment shalt be effective on such Anniversary Date and shall be recaiculated and effective each Anniversary Date thereafter. The increases to the Processing Fee shall be based on the percentage Increase in the CPI fox the twelve (12) month penod ending one month prior to the Anniversary Date. 'CPi' means the Consume, Price Index -AG Urban Consumers (CPl-U), Water, Sewer, and Trash Collection (WST), (Not Seasonally Adjusted. 12-month rotting average) as published by the United States Department of Labor. Bureau of Labor Statistics (1982-1984alOO), which shall not exceed S%. In the event this CPI is no longer viable or no longer rettec&e of consumer prices In Customers geographic nsgion, another consumer pricktg index or method of adjustment may be used as a replacement for the CPI, subject to the mutual agreement of the parties. Failure by Contractor to submit such CPi price adjustment shad not preclude the retronctrve implementation of such adjustmer=t as of the Anniversary Date. TR 13139 - EXHIBIT 1 EXHIBIT 8 SINGLE STREAM COMPOSMON The (nits( composi0on will be detarmitted based on dite initial corrmpositim study, which shall be completed nc later than tMrty (30) days after the commencement date of the agreement. Company I Customer may request a composition study every sbc months to determine the partxntage of each commodity in Customers R"clables arxi Exhibit 8 wIll be darned adjuslad accordingly. A representative from Customer may be present for composition studies By way of example, Material kidmm Description Mackot index Apr 2016 Market Value ($/Tony Material % Average Market Value ($(Ton Msxed Paiser PS 54 Mixed Paper (MP) 2.50 $ 2.50 225% 5 0.54 Newspaper PS 56 Sorted Residential Papers (SRNP) 17SO 5 1750 116% S 2_03 � Corry atso Containers y FS 11 Corrugated Containers $7.50 S 97.50 14.6% i $ 12.7E Akxnlaurn Cans 5MP Metals Aluminum Cans (Sorted, Baled, Clb, picked u) 70.00 5 1,400.00 1.1% $ 15.40 Steel Cans 5MP Metals Steel Cans (Sorted, Bated, S/Gross tan, ed u 190.00 15.2$ $ 180.00 5 305.00 2.0% S 3.60 PET SMP Plastics PET Bated 011: ined u) 7.5% $ 22M Natural YDPE SMP Piastla Natural HOPE (Baled, c/lb, picked u 37.SO $ 750.00 3.0% S 22-50 Colored HOPE (( 15MP Plasticss Colored HOPE (Baled C b pifted u t 19.00 $ 380.00 3.0% S IL40 Plastics 03-117 5MP Plastics Commingled 0-7. Baked cflb. ked u) (1.501 5 (30.00) 4AK S (132) Glass 13Mix) 5MP Glass 3 Mix ($/tan del. as Recyclable or pis sable) (22.50) $ (22.5c) 13.3% 5 (2.99) Poh<oated cartons N/A 0.9% 5 Contamination 11 j N/A 10.0% $ Excessive Cantamination Contamination In excv4s of 10% (55,00) $ 55 00) 7.2% $ (3,96) 100.0% $ 92,56 TR 13139 - EXHIBIT 1 EXHIBIT C Composition Audits of Program Materials used for AMV Calculation a. The initial AMV calculation shall be based up on compositions presented in Exhibit B. and shall be the basis for calculating the initial AMV. For users of this Agreement other than the City by piggyback or otherwise, a mutually agreeable AMV schedule will be implemented for the first six months of this Agreement. Beginning upon the commencement date of the agreement and during each subsequent six month period, WMIF shall conduct audits on not less twenty-five composition samples in accordance with ASTM Standard D5231-92(2008) so as to establish sufficient waste characterization data necessary to adjust the AMV to reflect changes in the composition of single stream materials delivered to the Designated Facilities which are utilized to calculate the AMV semi-annually, as agreed to by the City and WMIF. A quantity of 25 audits will provide a statistical confidence of 90%. These audits may be performed on a weekly basis over the duration of a six-month period to reflect changes in weather and seasonal population behaviors which affect recycling composition. A calendar of planned audits will be provided to the City by WMIF indicating the schedule of planned samples. Sampling protocol shall consider the collection day of the week and geographic routing to provide the overall composition. The City may request to have a representative observe any audits by providing a written request not less than seven days prior to the audit. At any time during the term of the Contract the City may submit a written request to conduct a Composition Study with the aid of a qualified professional. b. Within ninety days after receipt of City's request, the City may engage a qualified professional (the "Professional") to conduct the Composition Study. The Professional wiil employ a Composition Study methodology generally recognized and accepted within the Industry as producing accurate results under circumstances similar to those existing at the Designated Facilities. The City will have sole and absolute discretion in choosing the Professional and the methodology to be used in conducting each Composition Study All costs related to the Composition Study shall be the City's obligation. C. Upon engaging a Professional who will conduct a Composition Study, the City will notify WMIF as to the schedule when the study will be conducted. Both the City and WMIF shall have the right to be present and to observe the conduct and performance of the Composition Study. TR 13139 - EXHIBIT 1 d. The City will deliver, or require the Professional to deliver, a copy of the final Composition Study to WMIF. Should the Composition study conducted by the Professional deviate significantly (defined as greater than 5%) from data derived from audits conducted by WMIF, an average of the two AMV totals will be used to calculate the subsequent period until the next semi-annual calculation is due. After the City and WM1F have received the final Composition Study, then any required resulting adjustments to the material percentages utilized to calculate the AMV as provided in Exhibit B will become effective commencing the first day of the calendar month after the month in which the parties receive the final Composition Study and will remain in effect during the remainder of the Contract unless and until further adjusted in a future Composition Study or City Composition Study. TR 13139 - EXHIBIT 1 EXNIB1T 0 RECYCLING PUBLIC AWARENESS PROGRAM CONTRACTOR end CITY shall work together to develop arw implement a public awareness program in order to educate the residents of the CITY to the environmental and economic benefits to recycling. The ini iat prwnotional expense and advertising material shall be paid for by CONTRACTOR which includes the design and printing, of educational materiais to each household once a year. CITY shall be responsible for mailing and distribution The CONTRACTOR agrees to comply with requests of up to forty (40) hours per year from the CITY to participate in local ouireach events for promoting recycling awareness in the community, provided that notdca of at least fire (5) work days is given. The CONTRACTOR will work with the CITY to provide additional educational promotional rterns and access to social media designed by the CONTRACTOR for the promotion of recycling awareness in the community. TR 13139 - EXHIBIT 1 Neither party shall be liable to the other for consequential, incidental or punitive damages arising out of the performance or breach of this Agreement. 9. REMEDIES AND WAIVER: A party's remedies hereunder are not exclusive and are in addition to any other remedies at law or in equity. A party shall not be deemed to waive any remedy available to it or any right under this Agreement, at law or in equity, by virtue of any act or forbearance in enforcing such rights or remedies. 10. RESERVED: 11. FEES, COSTS AND TAXES: 12. RIGHT OF FIRST REFUSAL: 13, NOTICES: Any notice to be given hereunder shall be sent certified mail or by a recognized National overnight carrier service to the address set forth above and in the case of Company a copy shall be sent to 2700 Wiles Road. Pompano Beach, FL 33073 Attention: Legal Department 14. MISCELLANEOUS: (a) Except for the obligation to make payments hereunder, neither party shall be in default for its failure to perform or delay in performance caused by events or significant threats of events beyond its reasonable control, whether or not foreseeable, including.. but not limited to, strikes. labor trouble, riots, imposition of laws or governmental orders, fires, acts of war or terrorism, acts of God, and the inability to obtain equipment ("Uncontrollable Circumstances"), and the affected party shall be excused from performance during the occurrence of such events, (b) This Agreement shall be binding on and shall inure to the benefit of the parties hereto and their respective successors and assigns: (c) This Agreement represents the entire agreement between the parties and supersedes any and all other recycling services agreements for the Recyclatifes, whether written or oral, that may exist between the parties or its affiliates: (d) This Agreement shall be construed in accordance with the law of the state in which the services are provided; (e) If any provision of this Agreement is declared invalid or unenforceable, then such provision shall be severed from and shall not affect the remainder of this Agreement, however, the parties shall amend this Agreement to give effect, to the maximum extent allowed, to the intent and meaning of the severed provision, and (f) In the event either party successfulty enforces its rights against the other party hereunder, each party shall bear its own costs BY SIGNING BELOW, EACH SIGNATOR WARRANTS THAT HE OR SHE IS AUTHORIZED TO ENTER INTO A BINDING AGREEMENT ON BEHALF OF THE PARTY SET FORTH. Dated as of t e date first above fitter WA$TE M NA EM T IIV��OF L CITY OFG A 'SP GS,1 <r� Y Print Name _ , �G r,, ,� �, Print N�me V. Title: C e.5 i n� S a Title: �l APPROVE TO Jam. City Attorneys Office CORAL SPRINGS - EVERYTHING UNDER THE SUN - MEMO TO: Co -Op Members FROM: Angelo Salomone, Purchasing Administrator DATE: Monday, June 25, 2018 RE: Recyclable Materials Processing Services Attached is a copy of the agenda memo for Recyclable Materials Processing Services which our City Commission approved on June 20, 2018 and a copy of the agreement with Waste Management. The City of Coral Springs hereby allows your entity to utilize the contract, but you will need to contact Waste Management to determine if they are willing to allow the use of the contract. The contact person for Waste Management is Barbara Herrera. Her email address is bherrera,4wm.com. EXHIBIT 3 AGREEMENT BETWEEN THE CITY OF TAMARAC AND WASTE MANGEMENT INC., OF��FLORIDA / THIS AGREEMENT is entered into on ! Z6 , 2019between the City of Tamarac , a municipal corporation withrincigal offices located at 7525 NW 88th Avenue, Tamarac, Florida 33321 (City) and Waste Management Inc. of Florida, a Florida corporation with principal offices located at 2700 Wiles Road, Pompano Beach, FL 33073 (Contractor) for the purpose of providing Single Stream Recycling Services to the City of Tamarac. The parties hereby agree to the following terms and conditions. Contractor shall comply with the terms and conditions within the "Addendum to Agreement Between The City of Coral Springs And Waste Management Inc. of Florida For Recycling Services" dated June 20, 2018, attached hereto as Exhibit 1. All terms and conditions of the contract documents set forth in Exhibit 1 are incorporated herein as if set forth in full. Upon execution of this Agreement, all references made to the "Addendum to Agreement Between The City of Coral Springs And Waste Management Inc. of Florida For Recycling Services" dated June 20, 2018 in Exhibit 1 shall be interpreted as pertaining to the City of Tamarac, and all terms and conditions of Exhibit 1 shall be deemed as having been implemented for use within the City of Tamarac. It is understood that wherever the words "agency name" or "agency board name" appear, they shall be read as "City of Tamarac" and "City of Tamarac City Commission". 3. Term: The term of this Agreement shall be for a period of five (5) years effective July 3, 2018, and shall be concurrent with the term set forth by the City of Coral Springs as delineated in Contractor's Exhibit B of Exhibit 1 to this Agreement. The Agreement shall extend for additional terms concurrent with any extensions approved by the City of Coral Springs. 4. This agreement, Exhibit 1 constitute the entire agreement between the City and the Contractor. In the event of a conflict between these documents, this Agreement shall prevail, followed in precedence by Exhibit 1 in that order. 5. Contract Pricing/Cost and Payments: Based on direct transport to the Waste Management Reuter Recycling Facility located in Pembroke Pines, Florida; however, Contractor's Recycling Services Agreement Single Stream Blended Value and Exhibits A and B, shall be amended to provide that The Initial Processing Fee is r delivered ton and that all deliveries must be made to the Reuter Recycling Facility. The WM Recycling Sun 11 facility at 1750 SW 43'd Terrace, Deerfield Beach, FL is not available to the City. 6. Insurance: In addition to the insurance requirements stated in the Coral Springs, Agreement, Contractor shall obtain at Contractor's expense all necessary insurance in such form and amount as specked in the original bid document or as required by the City's Risk and Safety Manager before beginning work under this Agreement including, but not limited to, Workers' Compensation, Commercial General Liability, and all other insurance as required by the City. Contractor shall maintain such insurance in full force and effect during the life of this Agreement. Contractor shall provide to the City's Risk and Safety Manager certificates of all insurances required under this section prior to beginning any work under this Agreement. The Contractor will ensure that all subcontractors comply with the above guidelines and will retain all necessary insurance in force throughout the term of this agreement. The following minimal insurance coverage shall be provided: a. Worker's Compensation Insurance: The Contractor shall procure and maintain for the life of this Agreement, Workers' Compensation. Insurance covering all employees with limits meeting all applicable state and federal laws. This coverage shall include Employer's Liability with limits meeting all applicable state and federal laws. This coverage must extend to any sub -Contractor that does not have their own Workers' Compensation and Employer's Liability Insurance. The policy must contain a waiver of subrogation in favor of the City of Tamarac, executed by the insurance company. Sixty-(60) days notice of cancellation is required and must be provided to the City of Tamarac via Certified Mail. b. Comprehensive General Liability: The Contractor shall procure and maintain, for the life of this Agreement, Comprehensive General Liability Insurance. This coverage shall be on an "Occurrence" basis. Coverage shall include Premises and Operations; Independent Contractors' Products and Completed Operations and Contractual Liability. This policy shall provide coverage for death, personal injury or property damage that could arise directly or indirectly from the performance of this Agreement. c. Business Automobile Liability: The Contractor shall procure and maintain, for the life of the Agreement, Business Automobile Liability Insurance. d. The Minimum Limits of Coverage shall be $1,000,000 per occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. e. The City must be named as an additional insured for General Liability coverage unless Owners and Contractors' Protective Coverage is also provided, or required. Sixty (60) days written notice must be provided to the City via Certified Mail in the event of cancellation. f. The minimum limits of coverage shall be $1,000,000 per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This coverage shall be an "Any Auto" type policy. The City must be listed as an Additional Insured under the Policy. Sixty (60) days written notice must be provided to the City via Certified Mail in the event of cancellation. g. In the event that sub -contractors used by the Contractor do not have insurance, or do not meet the insurance limits, Contractor shall indemnify and hold harmless the City for any claim in excess of the sub -Contractors' insurance coverage, arising out of negligent acts, errors or omissions of the sub -contractors. Contractor shall not commence work under this Agreement until all insurance required as stated herein has been obtained and such insurance has been approved by the City. City of Tamarac and Contracts Division i. Contractor shall indemnify and hold the City harmless for any damages resulting from failure of the Contractor to take out and maintain such insurance. Contractor's Liability Insurance policies shall be endorsed to add the City as an additional insured. Contractor shall be responsible for payment of all deductibles and self-insurance retentions on Contractor's Liability Insurance policies. 7. Indemnification-. Paragraph 8 of the Recycling Services Agreement Single Stream Blended Value is amended to add the following paragraphs: a. The City and Contractor recognize that various provisions of this Agreement including but not limited to this Section, provide for indemnification by the Contractor and requires a specific consideration be given there for. The Parties therefore agree that the sum of Ten Dollars and 00/100 ($10.00) receipt of which is hereby acknowledged, is the specific consideration for such indemnities, and the providing of such indemnities is deemed to be part of the specifications with respect to the services to be provided by Contractor. Furthermore. the City and Contractor understand and agree that the covenants and representations relating to this indemnification provision shall serve the term of this Agreement and continue in full force and effect as to the City's and the Contractor's responsibility to indemnify. b. City reserves the right to select its own legal counsel to conduct any defense in any such proceeding and all costs and fees associated therewith shall be the responsibility of Contractor under the indemnification agreement. c. Nothing contained herein is intended nor shall it be construed to waive City's rights and immunities under the common law or Florida Statute 768.28 as amended from time to time. 8. Non -Discrimination & Equal Opportunity Employment: During the performance of the Contract, the Contractor and its subcontractors shall not discriminate against any employee or applicant for employment because of race, color, sex including pregnancy, religion, age, national origin, marital status, political affiliation, familial status, sexual orientation, gender identity and expression, or disability if qualified. The Contractor will take affirmative action to ensure that employees and those of its subcontractors are treated during employment, without regard to their race, color, sex including pregnancy, religion, age, national origin, marital status, political affiliation, familial status, sexual orientation, gender identity or expression, or disability if qualified. Such actions must include, but not be limited to, the following: employment, promotion; demotion or transfer; recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor and its subcontractors shall agree to post in conspicuous places, available to its employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this 3 City of Tamarac Purchasing and Contracts Division nondiscrimination clause. The Contractor further agrees that he/she will ensure that all subcontractors, if any, will be made aware of and will comply with this nondiscrimination clause. 9. Independent Contractor: This Agreement does not create an employee/employer relationship between the Parties. It is the intent of the Parties that the Contractor is an independent contractor under this Agreement and not the City's employee for any purposes, including but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Worker's Compensation Act, and the State Unemployment Insurance law. The Contractor shall retain sole and absolute discretion in the judgment of the manner and means of carrying out Contractor's activities and responsibilities hereunder provided, further that administrative procedures applicable to services rendered under this Agreement shall be those of Contractor, which policies of Contractor shall not conflict with City, State, or United States policies, rules or regulations relating to the use of Contractor's funds provided for herein. The Contractor agrees that it is a separate and independent enterprise from the City, that it had full opportunity to find other business, that it has made its own investment in its business, and that it will utilize a high level of skill necessary to perform the work. This Agreement shall not be construed as creating any joint employment relationship between the Contractor and the City and the City will not be liable for any obligation incurred by Contractor, including but not limited to unpaid minimum wages and/or overtime premiums. 10. Assignment and Subcontracting: Contractor shall not transfer or assign the performance required by this Agreement without the prior consent of the City. This Agreement, or any portion thereof, shall not be subcontracted without the prior written consent of the city. 11. Termination: a. Termination for Convenience: This Agreement may be terminated by the City in accordance with the provisions as outlined in Section 2 A & B of Exhibit 1. In the event that the Contractor abandons this Agreement or causes it to be terminated, Contractor shall indemnify the city against loss pertaining to this termination. b. Default by Contractor: In addition to all other remedies available to the City, this Agreement shall be subject to cancellation by the City for cause, should the Contractor neglect or fail to perform or observe any of the terms, provisions, conditions, or requirements herein contained, if such neglect or failure shall continue for a period of thirty (30) days after receipt by Contractor of written notice of such neglect or failure. 12. Public Records (Amends and Replaces Section Z "D. RECORDS AND AUDIT" of 4 City of Tamarac Purchasing and Contracts Division " J a. The City of Tamarac is a public agency subject to Chapter 119, Florida Statutes. The Contractor shall comply with Florida's Public Records Law. Specifically, the Contractor shall: Keep and maintain public records required by the City in order to perform the service; 2. Upon request from the City's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the City. 4. Upon completion of the contract, transfer, at no cost to the City, all public records in possession of the Contractor, or keep and maintain public records required by the City to perform the service. If the Contractor transfers all public records to the City upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records in a format that is compatible with the information technology systems of the City. b. During the term of the contract, the Contractor shall maintain all books, reports and records in accordance with generally accepted accounting practices and standards for records directly related to this contract. The form of all records and reports shall be subject to the approval of the City's Auditor. The Contractor agrees to make available to the City's Auditor, during normal business hours and in Broward, Dade or Palm Beach Counties, all books of account, reports and records relating to this contract. 12. Agreement Subject to Funding This agreement shall remain in full force and effect only as long as the expenditures provided for in the Agreement have been appropriated by the City Commission of the City of Tamarac in the annual budget for each fiscal year of this Agreement, and is subject to termination based on lack of funding. 5 City of Tamarac Purchasing and Contracts Division 13. Venue: This Agreement shall be governed by the laws of the State of Florida as now and hereafter in force. The venue for actions arising out of this agreement is fixed in Broward County, Florida. 14. Signatory Authority: The Contractor shall provide the City with copies of requisite documentation evidencing that the signatory for Contractor has the authority to enter into this Agreement. 15. Severability; Waiver of Provisions Any provision in this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction. The non- enforcement of any provision by either party shall not constitute a waiver of that provision nor shall it affect the enforceability of that provision or of the remainder of this Agreement. 16. No Construction Against Drafting Parry: Each party to this Agreement expressly recognizes that this Agreement results from the negotiation process in which each party was represented by counsel and contributed to the drafting of this Agreement. Given this fact, no legal or other presumptions against the party drafting this Agreement concerning its construction, interpretation or otherwise accrue to the benefit of any party to the Agreement, and each party expressly waives the right to assert such a presumption in any proceedings or disputes connected with, arising out of, or involving this Agreement. 17. Notice: Any notice, demand, communication, or request required or permitted hereunder shall be in writing and delivered in person; sent by U.S. Certified Mail, U.S. Express Mail, air or ground courier services or by messenger service, addressed to the party for whom it is intended at the following addresses. CITY City Manager City of Tamarac 7525 NW 88th Avenue Tamarac, FL 33321 With a copy to City Attorney at the following address: Goren, Cherof, Doody & Ezrol, P.A. 3099 East Commercial Blvd., Suite 200 Fort Lauderdale, FL 33308 CONTRACTOR City of Tamarac and Contracts Division Waste Management Inc. of Florida a Florida Corporation 2700 Wiles Road Pompano Beach, FL 33073 18. Scrutinized Companies — 287.135 and 215.473 By execution of this Agreement, Contractor certifies that Contractor is not participating in a boycott of Israel. Contractor further certifies that Contractor is not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies with Activities in Sudan List, and not on the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or has Contractor been engaged in business operations in Syria. Subject to limited exceptions provided in state law, the City will not contract for the provision of goods or services with any scrutinized company referred to above. Submitting a false certification shall be deemed a material breach of contract. The City shall provide notice, in writing, to Contractor of the City's determination concerning the false certification. Contractor shall have five (5) days from receipt of notice to refute the false certification allegation. If such false certification is discovered during the active contract term, Contractor shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination of false certification was made in error. If Contractor does not demonstrate that the City's determination of false certification was made in error then the City shall have the right to terminate the contract and seek civil remedies pursuant to Section 287.135, Florida Statutes, as amended from time to time. 19. Public Records Custodian: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: CITY CLERK 7525 NW 88TH AVENUE ROOM 101 TAMARAC, FL 33321 (954) 597-3505 CITYCLERK@TAMARAC.ORG City of Tamarac Purchasing and Contracts Division IN WITNESS WHEREOF, the parties have made and executed this Agreement on the respective dates under each signature. CITY OF TAMARAC, signing by and through its Mayor and City Manager, and CONTRACTOR, signing by and through its Vice President duly authorized to execute same. 0• �� 'dam •. A.. ATTW: .... o G0��,.: Patricia A. Teufel, CMC City Clerk Date ATTEST: /4 C gna re f Corporate Secretary 7�� RONALD M. KAPLAN, ASST. SEC. Type/Print Name of Corporate Secy. (CORPORATE SEAL) AMR FA'*T- -I :-�Z'- e. Date Approved/as to form an5llegal sufficiency: Clty�drney Date WASTE MANAGEMENT INC., OF James F. Lambros Vice President Date 8 City of Tamarac Purchasing and Contracts Division CORPORATE ACKNOWLEDGEMENT STATE OF FLORIDA: :SS COUNTY OF ?>t rrA : 1 HEREBY CERTIFY that on this day, before me, an Officer duty authorized in the State aforesaid and in the County aforesaid to take acknowledgments, personally appeared James F/ Lambros, Vice President of Waste Management Inc. of Florida, a Florida Corporation, to me known to be the person(s) described in and who executed the foregoing instrument and acknowledged before me that he/she executed the same. WITNESS my hand and official seal this S day of SDI V 20 . COLEEN T. HOULMIAN c MY COMMISSION S GG017816 EXPIRES August 02. 2020 9 i. Signature of Notary Public State of Florida at Large Loft., �. Nam, I, t►G. Print, Type or Stamp Name of Notary Public Personally known to me or ❑ Produced Identification Type of I.D. Produced ❑ DID take an oath, or DID NOT take an oath. to Company by Customer for services performed hereunder. Any Customer invoice balance not paid within thirty (30) days of the date of invoice is subject to a late fee, and any Customer check returned for insufficient funds is subject to a fee, both to the maximum extent allowed by applicable law. In the event that payment is not made when due, Company retains the right to suspend service until the past due balance is paid in full. In the event that service is suspended in excess of fifteen (15) days, Company may terminate this Agreement for such default. 5. SERVICE: Customer shall have the option to deliver Recyclables, at Customer's expense, to 2380 College Avenue Davie FL ("Facility") during the Facilities operating hours, Monday through Saturday, excluding holidays specified by the Facility. All Recyclables must be delivered in self -dumping trucks and will be weighed in and out by Company at the Facility. Company retains the right to direct deliveries to one of the Company's other facilities in Broward County for operational reasons in its sole discretion. 6. DEFAULT: Notwithstanding the term of this Agreement set forth in paragraph one (1) above, in the event of default by a party, which default is not cured within thirty (30) days after written notice from the non -defaulting party, the non -defaulting party, at its option, may terminate this Agreement, upon written notice. 7. INDEMNIFICATION/LIMIT OF LIABILITY: Company agrees to indemnify, defend and save Customer, its parent, subsidiaries, and corporate affiliates, harmless from and against any and all liability which Customer may be responsible for or pay out as a result of bodily injuries (including death), property damage, or any violation or alleged violation of law, to the extent caused by any negligent act or omission or willful misconduct of the Company or its employees, which occurs (a) during the collection or transportation of Customer's Recyclables, or (b) as a result of the disposal of Customer's Recyclables in a facility owned by the Company or a Waste Management company, provided that the Company's indemnification obligations will not apply to occurrences involving Excluded Materials. Neither party shall be liable to the other for consequential, incidental or punitive damages arising out of the performance or breach of this Agreement. 8. REMEDIES AND WAIVER: A party's remedies hereunder are not exclusive and are in addition to any other remedies at law or in equity. A party shall not be deemed to waive any remedy available to it or any right under this Agreement, at law or in equity, by virtue of any act or forbearance in enforcing such rights or remedies. 9. NOTICES: Any notice to be given hereunder shall be sent certified mail or by a recognized national overnight carrier service to the address set forth above and in the case of Company a copy shall be sent to Waste Management Inc. of Florida , 1800 N. Military Trail, Suite 201, Boca Raton, FL 33431 Attention: Legal Department. io. RECORDS AND AUDIT Customer reserves the right to audit the records of Company relating to this Agreement at any time during the performance and term of the Agreement and for a period of three (3) years after completion and acceptance by Customer. Company shall allow Customer to inspect, examine and review the records of Company relating directly and only to this Agreement, upon reasonable notice given, at any and all times during normal business hours during the term of this Agreement. IF THE COMPANY HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE COMPANY'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT 7525 NW 88TH AVENUE TAMARAC, FL 33321 PHONE NUMBER (954) 597-3505 COMPANY understands, acknowledges and agrees that the COMPANY shall, pursuant to Section 119.0701, Florida Statutes, as amended from time to time, do the following: (1) Keep and maintain public records required by the CUSTOMER to perform the service. (2) Upon request from the CUSTOMER'S custodian of public records, provide the CUSTOMER with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law or CUSTOMER policy. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the COMPANY does not transfer the records to the CUSTOMER. (4) Upon completion of the contract, transfer, at no cost, to the CUSTOMER all public records in possession of COMPANY or keep and maintain public records required by the CUSTOMER to perform the service. If the COMPANY transfers all public records to the CUSTOMER upon completion of the contract, the COMPANY shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the COMPANY keeps and maintains public records upon completion of the contract, the COMPANY shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the CUSTOMER, upon request from the CUSTOMER'S custodian of public records, in a format that is compatible with the information technology systems of the CUSTOMER. 11. GOVERNING LAW; VENUE The validity, construction and effect of this Agreement shall be governed by the laws of the State of Florida. Any claim, objection or dispute arising out of the terms of this Agreement shall be litigated in the Seventeenth Judicial Circuit in and for Broward County, Florida and the prevailing party to any resultant judgment shall be entitled to an award of all reasonable attorney's fees, interest and court costs incurred by such prevailing party against the losing party including reasonable appellate attorney's fees, interest and taxable costs. 12. INSURANCE The Company shall secure and maintain, at its own expense, and keep in effect during the full term of this Agreement, a policy or policies of insurance, which must include the following coverages and minimum limits of liability: (1) Worker's Compensation Insurance for statutory obligations imposed by Worker's Compensation or Occupational Disease Laws. Employer's Liability Insurance shall be provided with a minimum of two hundred thousand dollars ($200,000.00) per accident. (2) Commercial Automobile Liability Insurance for all owned, non -owned and hired automobiles and other vehicles used by the Company in the performance of the obligations of this Agreement with the following minimum limits of liability with no restrictive endorsements: $1,000,000.00 Combined Single Limit, per occurrence, Bodily Injury & Property Damage (3) Comprehensive General Liability (occurrence form) with the following minimum limits of liability with no restrictive endorsements: $1,000,000.00 Combined Single Limit, per occurrence, Bodily Injury & Property Damage. UPON CONTRACT EXECUTION, THE COMPANY SHALL SUBMIT TO CUSTOMER COPIES OF ITS CERTIFICATE(S) OF INSURANCE EVIDENCING THE REQUIRED COVERAGES AND SPECIFICALLY PROVIDING THAT THE CUSTOMER IS AN ADDITIONAL NAMED INSURED OR ADDITIONAL INSURED WITH RESPECT TO THE GENERAL LIABILITY INSURANCE AND THE OPERATIONS OF COMPANYS UNDER THE AGREEMENT. All of the policies of insurance so required to be purchased and maintained shall contain a provision or endorsement that the coverage afforded shall not be canceled or renewal refused until at least thirty (30) calendar days written notice has been given to the Customer. 13. SCRUTINIZED COMPANIES: Pursuant to Florida Statute 287.135, a company is ineligible to, and may not, bid on, submit a proposal for, or enter into or renew a contract with an agency or local government entity for goods or services of any amount if, at the time of bidding on, submitting a proposal for, or entering into or renewing such contract, the company is on the Scrutinized Companies that Boycott Israel List created pursuant to s. 215.4725 or is engaged in a boycott of Israel; or for $1 million or more if, at the time of bidding on, submitting a proposal for, or entering into or renewing a contract, is on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List created pursuant to 215.473 or is engaged in business operations in Cuba or Syria. Company certifies by signature of this Agreement that: it is not on the Scrutinized Companies with Activities in Sudan List; the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List; the Scrutinized Companies that Boycott Israel list, engaged in a boycott of Israel or that it is not engaged in business operations in Cuba or Syria. Any contract for goods or services of any amount may be terminated at the option of the awarding body if the company is found to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel. A contract for goods and services of $1 million or more may be terminated at the option of the awarding body if the company is found to have submitted false certification, has been placed on any of the other lists in this section or has been engaged in business operations in Cuba or Syria. 14. MISCELLANEOUS: (a) Except for the obligation to make payments hereunder, neither party shall be in default for its failure to perform or delay in performance caused by events or significant threats of events beyond its reasonable control, whether or not foreseeable, including, but not limited to, strikes, labor trouble, riots, imposition of laws or governmental orders, fires, acts of war or terrorism, acts of God, and the inability to obtain equipment ("Uncontrollable Circumstances"), and the affected party shall be excused from performance during the occurrence of such events; (b) This Agreement shall be binding on and shall inure to the benefit of the parties hereto and their respective successors and assigns; (c) This Agreement represents the entire agreement between the parties and supersedes any and all other recycling services agreements for the Recyclables, whether written or oral, that may exist between the parties or its affiliates; (d) This Agreement shall be construed in accordance with the law of the state in which the services are provided; (e) If any provision of this Agreement is declared invalid or unenforceable, then such provision shall be severed from and shall not affect the remainder of this Agreement; however, the parties shall amend this Agreement to give effect, to the maximum extent allowed, to the intent and meaning of the severed provision; and (f) In the event either party successfully enforces its rights against the other party hereunder, each party shall bear its own costs. IN WITNESS OF THE FOREGOING, the parties have hereunto set their hands and seals on the dates written below. EXHIBIT A SINGLE STREAM SPECIFICATIONS During the term of the Agreement, Company shall take and Customer agrees to provide one hundred percent (100%) of Customer's single stream recyclables ("Recyclables") in accordance with the specifications below ("Specifications"). In the event that the Recyclables do not meet Specifications, the load may be rejected and/or Customer shall have the sole responsibility for any resulting settlement or adjustments, including, but not limited to: price reductions, transportation, disposal costs, and contamination fees, all of which may include an amount for Company's operating and gross profit margin. Recyclables specifically exclude, and Customer agrees not to deposit or permit the deposit for collection of, any waste tires, radioactive, volatile, corrosive, flammable, explosive, biomedical, infectious, bio-hazardous, regulated medical or hazardous waste, toxic substance or material, as defined by, characterized or listed under applicable federal, state, or local laws or regulations, or chemical or other properties that are deleterious or capable of causing material damage to any part of Company's property, its personnel or the public or materially impair the strength or the durability of the Company's structures or equipment, or any materials containing information (in hard copy or electronic format, or otherwise) which information is protected or regulated under any local, state or federal privacy or data security laws, including, but not limited to the Health Insurance Portability and Accountability Act of 1996, as amended, or other regulations or ordinances or other waste not approved in writing by Company (collectively, "Excluded Materials"). Title to and liability for Excluded Materials shall remain with Customer at all times. Title to Recyclables provided by Customer to Company is transferred to Company upon Company's receipt or collection unless otherwise provided in this Agreement or applicable law. RECYCLABLES must be dry, loose (not bagged) and include ONLY the following: Aluminum cans - empty Newspaper PET bottles with the symbol #1 — with Mail screw tops only - empty HDPE plastic bottles with the symbol Magazines, glossy inserts, pamphlets and catalogs #2 (milk, water bottles detergent, and shampoo bottles, etc.) — empty Plastic containers with symbols #347 — Uncoated paperboard (ex. cereal boxes; food and empty (no expanded polystyrene) snack boxes) Steel and tin cans — empty Uncoated printing, writing and office paper Glass food and beverage containers — Old corrugated containers/cardboard (uncoated) brown, clear, or green - empty Phone books NON-RECYCLABLES include, but are not limited to the following: Plastic bags and bagged materials even if containing Recyclables) Microwavable trays Mirrors Window or auto glass Light bulbs Coated cardboard Porcelain and ceramics Plastics unnumbered Expanded polystyrene Coat hangers Glass and metal cookware/bakeware Household appliances and electronics, Hoses, cords, wires Yard waste, construction debris, and wood Flexible plastic or film packaging and Needles, syringes, IV bags or other medical multi -laminated materials supplies Food waste and liquids, containers Textiles, cloth, or any fabric (bedding, pillows, containing such items sheets, etc. Excluded Materials or containers which Napkins, paper towels, tissue, paper plates, paper contained Excluded Materials cups, and plastic utensils Any Recyclable materials or pieces of Propane tanks, batteries Recyclables less than 4" in size in any dimension DELIVERY SPECIFICATIONS: Material delivered by or on behalf of Customer may not contain more than 40% Non- Recyclables ("Excess Contamination") and may contain no Excluded Materials. In the event a load does not meet Specifications, the load may be rejected and/or Customer may be charged additional processing, return or disposal costs; provided, however, that if delivered material contains more than 10% Non-Recyclables (but does not contain Excluded Materials), the material will be accepted and the Excess Contamination shall be subject to the charges set forth in Exhibit B . "Excluded Materials" means radioactive, volatile, corrosive, flammable, explosive, biomedical, infectious, bio-hazardous or toxic substance or material, or regulated medical or hazardous waste as defined by, characterized or listed under applicable federal, state, or local laws or regulations, materials containing information (in hard copy or electronic format, or otherwise) which information is protected or regulated under any local, state or federal privacy or data security laws, including, but not limited to the Health Insurance Portability and Accountability Act of 1996, as amended, or other regulations or ordinances. Company reserves the right upon notice to discontinue acceptance of any category of materials set forth above as a result of market conditions related to such materials and makes no representations as to the recyclability of the materials. Customer shall deliver Recyclables, at Customer's expense, to Company's facility located at 2380 College Avenue Davie FL, or to such other location in Broward County as the Company may direct from time to time ("Facility") during the Facility's operating hours, Monday through Saturday, excluding Christmas Day. All Recyclables must be delivered in self -dumping trucks and will be weighed in and out by Company at the Facility. EXHIBIT B SINGLE STREAM PRICING 1. VALUE SHARE Where the Blended Value is greater than the Processing Fee, Customer's value share is a percentage of the difference between the Blended Value and the Processing Fee as listed below. When the Blended Value is less than the Processing Fee, Customer shall pay Company the difference between the Processing Fee and the Blended Value. Where the Blended Value is greater than the Processing Fee and equal to or less than $175.00, the Customer's value share is 55% of the difference. Where the Blended Value is greater than $175.00 and equal to or less than $180.00, the Customer's value share is 65% of the difference. Where the Blended Value is greater than $180.00, the Customer's value share is 75% of the difference. 2. BLENDED VALUE To calculate the Blended Value per ton of the Recyclables, (a) The percentage of each Recyclable and Non -Recyclable component set forth below contained in the Customer's recyclables as established and revised from time -to -time by audit, is multiplied by the current value of each commodity set forth below; and (b) Each commodity value per ton is added together to obtain the Blended Value per ton. Customer acknowledges that the value of a commodity may be negative. Blended Value is calculated monthly. • "PS" means the average price published at www.SecondaryFiberPricing.com for the Southeast USA Region, domestic price, 1 st issue of the month retroactive to the first of the month. • "SMP" means the average price published at www.SecondaryMaterialsPricing.com for the Atlanta (Southeast USA) Region, first dated price each month, retroactive to the first of the month. • If PS or SMP (or both) is no longer reflective of prevailing market conditions or if an alternative publication more accurately reflects such market conditions, then Contractor may substitute such alternative publication(s) or alternate method to determine the value of each commodity set forth below. • "T&D" means the charge for transporting residue from the processing facility per ton in the month of delivery to the disposal facility. Material Index Description Mixed Paper PS 54 Mixed Paper (MP) Newspaper PS 56 Sorted Residential Papers (SRNP) Corrugated Containers PS ii Corrullated Containers Aluminum cans SMP Metals Aluminum canslSorted, Baled, C/lb., picked up) Steel cans SMP Metals Steel cans !Sorted, Baled, $/Gross ton, picked up) PET SMP Plastics PET I Baled, C/lb., picked up) Natural HOPE SMP Plastics Natural HOPE (Baled C/Ib., picked up) Colored HOPE SMP Plastics Colored HDPE !Baled C/lb., picked up) Plastics 93-47 SMP Plastics Commingled (43 7, Baled C/lb., picked up) Glass (3 mix) SMP Glass 3 Mix ($/ton del., as Recyclables or Disposable) Polycoated cartons $0.00 Contamination (up to 10%) $0.00 Excessive Contamination (over 10%) T&D cost (currently $55.00/ton) 3. CHARGES (a) The initial Processing Fee is $162.00 per delivered ton. (b) The Contractor has the right to adjust the Processing Fee in accordance with increases in the applicable CPI as calculated below on the anniversary of the Effective Date ("Anniversary Date"). Such CPI adjustment shall be effective on such Anniversary Date and shall be recalculated and effective each Anniversary Date thereafter. The increases to the Processing Fee shall be based on the percentage increase in the CPI for the twelve (12) month period ending one month prior to the Anniversary Date. "CPI" means the Consumer Price Index -All Urban Consumers (CPI-U), Water, Sewer, and Trash Collection (WST), (Not Seasonally Adjusted, 12-month rolling average) as published by the United States Department of Labor, Bureau of Labor Statistics (1982-1984=100), which shall not exceed 5%. In the event this CPI is no longer viable or no longer reflective of consumer prices in Customer's geographic region, another consumer pricing index or method of adjustment may be used as a replacement for the CPI, subject to the mutual agreement of the parties. Failure by Contractor to submit such CPI price adjustment shall not preclude the retroactive implementation of such adjustment as of the Anniversary Date. At the commencement of this Agreement, the Excessive Contamination Fee for Contamination/Residue over 10% of the composition is $55.00 per ton, as shown in Exhibit C. EXHIBIT C SINGLE STREAM COMPOSITION The initial AMV calculation shall be based upon Composition Audits gathered from January 2023 through June 2023. The Composition percentages will be updated every six months to determine the percentage of each commodity in Customer's Recyclables and Exhibit B will be deemed adjusted accordingly. A representative from Customer may be present for composition studies. By way of example, Mar 7i IT — Average EXHIBIT C (continued) Composition Audits of Program Materials used for AMV Calculation a. The initial AMV calculation shall be based upon Composition Audits gathered from January 2023 through June 2023. Beginning within 60 days of the commencement date of the agreement and during each subsequent six month period, WMIF shall conduct audits on not less twenty-five composition samples in accordance with ASTM Standard D5231-92(2008) so as to establish sufficient waste characterization data necessary to adjust the AMV to reflect changes in the composition of single stream materials delivered to the Designated Facilities which are utilized to calculate the AMV semi-annually, as agreed to by the City and WMIF. A quantity of 25 audits will provide a statistical confidence of 90%. These audits may be performed on a weekly basis over the duration of a six-month period to reflect changes in weather and seasonal population behaviors which affect recycling composition. A calendar of planned audits will be provided to the City by WMIF indicating the schedule of planned samples. Sampling protocol shall consider the collection day of the week and geographic routing to provide the overall composition. The City may request to have a representative observe any audits by providing a written request not less than seven days prior to the audit. At any time during the term of the Contract the City may submit a written request to conduct a Composition Study with the aid of a qualified professional. b. Within ninety days after receipt of City's request, the City may engage a qualified professional (the "Professional") to conduct the Composition Study. The Professional will employ a Composition Study methodology generally recognized and accepted within the industry as producing accurate results under circumstances similar to those existing at the Designated Facilities. The City will have sole and absolute discretion in choosing the Professional and the methodology to be used in conducting each Composition Study. All costs related to the Composition Study shall be the City's obligation. C. Upon engaging a Professional who will conduct a Composition Study, the City will notify WMIF as to the schedule when the study will be conducted. Both the City and WMIF shall have the right to be present and to observe the conduct and performance of the Composition Study. d. The City will deliver, or require the Professional to deliver, a copy of the final Composition Study to WMIF. Should the Composition study conducted by the Professional deviate significantly (defined as greater than 5%) from data derived from audits conducted by WMIF, an average of the two AMV totals will be used to calculate the subsequent period until the next semi-annual calculation is due. After the City and WMIF have received the final Composition Study, then any required resulting adjustments to the material percentages utilized to calculate the AMV as provided in Exhibit B will become effective commencing the first day of the calendar month after the month in which the parties receive the final Composition Study and will remain in effect during the remainder of the Contract unless and until further adjusted in a future Composition Study or City Composition Study.