Okaloosa County BOCC — February 28, 2017 — 2 Final Clean Copy Inland (existing Carts) 2-23-17 (with Asset Management Revisions)(signed) — reading text

Contractor’s portion of the Collection Component (does not include the County’s remediation fee). On a monthly th basis, by the fifteenth (15 ) Day of the month, the County will remit to the Contractor the Contractor’s portion of the Collection Component, less the five percent (5%) administration fee, for all accounts for which payment has been received. 10.1.1.2. Contractor shall be responsible for billing and collecting County established fees for the Collection Component and Disposal Component for those Dwelling Units not billed by the County. Contractor shall retain Contractor’s portion of the Collection Component, which does not include the County’s remediation fee. On a monthly th basis, by the fifteenth (15 ) Day of the month, the Contractor will remit to the County the remainder of the Collection Component (i.e., County remediation fee) and entire Disposal Component for all accounts for which payment has been received. 10.1.1.3. Contractor may remove Residential Customer’s Roll Carts upon non-payment of two (2) consecutive months. 10.2. Transfer and Processing/Disposal th The County shall provide a report no later than the 10 day of each month for all Acceptable Waste, inbound and outbound, handled at the Transfer Stations during the previous month. The Contractor shall invoice the County for transfer station operations, Solid Waste processing/disposal, and Recyclables delivery, as set forth herein, for Acceptable Waste received at the Transfer Stations. The County shall pay such invoices within thirty (30) Days from the date of invoice or request additional information if adequate information is not provided. ARTICLE 11. PERFORMANCE BOND Contractor shall furnish to the County a performance bond issued by a surety licensed to do business in the State of Florida for the faithful performance of this Agreement and all obligations arising hereunder. The performance bond shall be made payable in favor of Okaloosa County, Florida, or in lieu thereof, pay to the County, the sum of Three Million Dollars ($3,000,000). A complete bond shall be issued at least thirty (30) Days prior to the Commencement of this Agreement. Failure to properly maintain the performance bond for the duration of this Agreement shall constitute a breach of performance. Page 27 Okaloosa County Solid Waste and Recyclables Collection, Transfer, and Processing/Disposal Agreement (using existing bins) ARTICLE 12. LIQUIDATED DAMAGES 12.1. Basis for Liquidated Damages Contractor hereby acknowledges that it is difficult if not impossible for the County to ascertain the damages which could occur as a result of Contractor’s failure to perform any of its duties under this Agreement. As such, the County may assess liquidated damages pursuant to this Article on a monthly basis in connection with this Agreement and shall at the end of the month during the term of this Agreement, notify the Contractor in writing of the County’s intent to deduct liquidated damages for performance standard violations, including the basis for each assessment, from payments due or to become due to Contractor. Contractor shall be granted a ninety (90) day grace period, ending on July 1, 2017, during which time the County agrees not to assess any liquidated damages. 12.2. Dispute Resolution Process In the event the Contractor wishes to contest assessment(s), the Contractor shall, within five (5) Days after receiving such notice, request in writing an opportunity to be heard by the Contract Manager. The Contract Manager shall meet with Contractor as soon as practical and make a decision regarding the assessment(s). In the event the Contractor wishes to contest the Contract Manager’s decision, the Contractor shall, within five (5) Days after being heard by the Contract Manager, request in writing an opportunity to be heard by the County Administrator. The County Administrator shall meet with the Contractor as soon as practical and make a decision regarding the assessment(s). The decision of the County Administrator will be final. 12.3. Liquidated Damages Amounts The Contractor expressly waives and relinquishes any right to characterize the liquidated damages as a penalty. The Contractor agrees that the liquidated damages established herein represents a fair and reasonable estimate of the County’s actual damages at the time of contracting if the Contractor fails to perform work in a timely manner. The Contract Manager may assess liquidated damages as listed herein, which shall be subtracted from the monthly payment to the Contractor: Performance Standard Violation Liquidated Damages st Failure to deliver collected materials to a Designated Facility. (Article 1 occurrence = $1,000 3.7.) nd 2 occurrence = $5,000 rd 3 + occurrences = $10,000 per occurrence Mixing collected materials within a single load. (Article 3.8.1.) $5,000 per occurrence Failure to submit to the County all plans, reports, or other $100 per incident per Day documents in the time required under the provision of this after due date Agreement unless otherwise approved by the Contract Manager. Failure to comply with the hours and days of operation. (Articles 3.5. $100 per occurrence per Day and 4.2.4.) Failure to complete each route on the regularly scheduled day $250 per route per Day except when such completion is made impossible by weather or other conditions, as determined by the Contract Manager. Failure to resolve complaints or missed pickups within the specified $100 per unresolved missed time frame. (Articles 3.8.8.2. and 3.8.8.5.) pickup or complaint per Day Failure to clean spillage, leakage, or blowing of material (oil, $100 per occurrence per Day hydraulic fluid, Solid Waste, Recyclables, etc.) within twenty-four per incident (24) hours. (Article 3.8.5.2.) Failure to have vehicle operators properly licensed. (Article 3.8.6.2.) $100 per incident per Day Page 28 Okaloosa County Solid Waste and Recyclables Collection, Transfer, and Processing/Disposal Agreement (using existing bins) Failure to maintain a local customer service office for the hours $100 per incident per Day required. (Article 3.8.7.1.) Route change not previously approved by Contractor Manager. $100 per incident per Day (Article 3.8.2.1.) Failure of provide proper identification on vehicles. (Article 3.8.11.) $100 per incident per Day Failure to repair damage to public or private property within $100 per incident per Day timeframe required by this Agreement or as approved by the Contract Manager. (Articles 3.8.4.4. and 4.2.6.13.) Failure to repair, replace, or deliver a Roll Cart or recycling bin $50 per incident per Day within three (3) business days of request. (Article 3.6.2.7) Failure to leave a non-collection notice for customer explaining why $50 per occurrence material was not collected. (Article 3.5.7.) Complaints, not including missed collections, over ten (10) per Day. $100 per incident (in addition to other liquidated damages above) Complaints, not including missed collections, over fifteen (15) per $100 per incident (in addition month. to other liquidated damages above) Failure to provide vehicle turnaround time of twenty (20) minutes $25 per occurrence or less. (Article 4.2.6.10.) Failure to test scales during specified timeframe. (Article 4.2.6.3.) $5,000 per occurrence Failure to remedy a NOV within specified timeframe. (Article $5,000 per occurrence 4.2.3.3.) Failure to update tare weights within specified timeframe. (Article $100 per occurrence 4.2.6.4.) Mixing Recyclables with Solid Waste (Article 4.2.6.5.) $5,000 per occurrence Failure to remove Solid Waste from the tipping floor in accordance $500 per occurrence with Contractor’s operating permits. (Article 4.2.6.6.) Failure to maintain maintenance records. (Article 4.2.7.1.) $500 per occurrence Failure to submit timely records and reports. (Article 8.) $100 per Day late Failure to make timely payment to the County. (Article 10.) $100 per Day late 12.4. Exemptions from Liquidated Damages Contractor shall not be liable for liquidated damages because of any delays in the performance due to uncontrollable circumstances as defined in Article 1 of this Agreement. ARTICLE 13. TERMINATION 13.1. Termination for Cause The County may terminate this Agreement, except as otherwise provided below in this paragraph, by giving Contractor fifteen (15) Days advance written notice, upon the happening of any one of the following events: a. If more than Seven Thousand Five Hundred Dollars ($7,500) in liquidated damages have been assessed within the same calendar year; or, Page 29 Okaloosa County Solid Waste and Recyclables Collection, Transfer, and Processing/Disposal Agreement (using existing bins) b. Contractor takes the benefit of any present or future insolvency state, or shall make a general assignment for the benefit of creditors, or file a voluntary petition in bankruptcy, or a petition or answer seeking readjustment of its indebtedness under the Federal United States, or any state thereof, or consent to the appointment of a receiver