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

trustee, or liquidator of all or substantially all of its property; or, c. By order or decree of a court, Contractor shall be adjudged bankrupt, or an order shall be made approving a petition filed by any of its creditors or by any of the stockholders of Contractor seeking its reorganization or the readjustment of indebtedness under federal bankruptcy laws or under any law of statute of the United States or any state thereof; provided that, if any such judgment is stayed or vacated within sixty (60) Days after the entry thereof, any notice of cancellation shall be and become null, void, and of no effect; or, d. By or pursuant to or under authority of any legislative act, resolution, or rule, or any order or decree of any court or government board, agency, or office having jurisdiction, a receiver, trustee, or liquidator shall take possession or control of all or substantially all of the property of Contractor and such possession of control shall continue in effect for a period of sixty (60) Days; or, e. Contractor shall voluntarily abandon, desert, or discontinue its operation hereunder granted. Then such shall be considered a material breach of this Agreement and the Contract Manager shall notify Contractor in writing of the breach. If within a period of fifteen (15) Days Contractor has not eliminated the conditions considered to be a breach of contract or having so commenced shall fail thereafter to continue with diligence the curing thereof, the Contract Manager shall notify the Board. After these fifteen (15) Days the County can cause Contractor to be obligated to pay the County the amount specified in the bond and has the authority to terminate this Agreement. 13.2. Termination for Convenience The County may terminate this Agreement for convenience upon providing the Contractor with one hundred eighty (180) days’ notice in writing of such termination. If the Agreement is terminated by the County as provided herein, the Contractor shall be paid for all work performed on or prior to the termination date. However, Contractor shall not be paid on account of loss of anticipated profits or revenue or other economic loss arising out of or resulting from the termination. ARTICLE 14. INSURANCE 14.1. Contractor’s Insurance a. Contractor shall not commence any work in connection with this Agreement until he has obtained all required insurance and such insurance has been approved by the Okaloosa County Risk Management Director. b. All insurance policies shall be with insurers licensed to do business in the State of Florida, and any insuring company is required to have a minimum rating of A, Class X in the Best Key Rating Guide published A. M. Best & Co., Inc. c. All insurance shall include the interest of all entities named in and its respective agents, consultants, servants and employees of each and all other interests as may be reasonably required by the County as Additional Insured. The coverage afforded the Additional Insured under this policy shall be primary insurance. If the Additional Insured have other insurance that is applicable to the loss, such other insurance shall be on an excess or contingent basis. The amount of the company’s liability under this policy shall not be reduced by the existence of such other insurance. d. “Okaloosa County” shall be listed as Additional Insured by policy endorsement on all insurance contracts applicable to this Agreement except Workers’ Compensation and Professional Liability. Page 30 Okaloosa County Solid Waste and Recyclables Collection, Transfer, and Processing/Disposal Agreement (using existing bins) e. The County shall be furnished proof of coverage by Certificates of Insurance (COI) and endorsements for every applicable insurance contract required by this Agreement. The COI’s and policy endorsements must be delivered to the Contract Manager not less than ten (10) Days prior to the commencement of any and all contractual agreements between the County and Contractor. f. The County shall retain the right to reject all insurance contracts that do not meet the requirement of this Agreement. Further, the County reserves the right to change these insurance requirements with 60-Day notice to Contractor. g. The insurance definition of Insured or Additional Insured shall include Subcontractors, Sub- subcontractors, and any associated or subsidiary companies of Contractor, which are involved, and which is a part of this Agreement. h. The County reserves the right at any time to require Contractor to provide certified copies of any insurance policies to document the insurance coverage specified in this Agreement. i. The designation of Contractor shall include any associated or subsidiary company which is involved and is a part of this Agreement and such, if any associated or subsidiary company involved in the project must be named in the Workers’ Compensation coverage. j. All policies shall be written so that the County will be notified of cancellation or restrictive amendments at least thirty (30) Days prior to the effective date of such cancellation or amendment. Such notice shall be given directly to the Contract Manager. 14.2. Workers’ Compensation Insurance a. Contractor shall secure and maintain during the life of this Agreement, Workers’ Compensation insurance for all of his employees employed for the project or any site connected with the work, including supervision, administration or management, of this project and in case any work is sublet, with the approval of the County, Contractor shall require subcontractors similarly to provide Workers’ Compensation insurance for all employees employed at the site of the project, and such evidence of insurance shall be furnished to the County not less than ten (10) Days prior to the commencement of any and all sub-contractual agreements which have been approved by the County. b. Such insurance shall comply with the Florida Workers’ Compensation Law. c. No class of employee, including Contractor himself, shall be excluded from the Workers’ Compensation insurance coverage. The Workers’ Compensation insurance shall also include Employer’s Liability coverage. 14.3. Business Automobile and Commercial General Liability Insurance a. Contractor shall maintain Business Automobile Liability insurance coverage throughout the life of this Agreement. The insurance shall include Owned, Non-owned & Hired Motor Vehicle coverage. b. Contractor shall carry other Commercial General Liability insurance against all other Bodily Injury, Property Damage and Personal and Advertising Injury exposures. The coverage shall include both on- and off-Premises operations, Contractual Liability, Board Form Property Damage, and Professional Liability. c. All liability insurance (other than Professional Liability) shall be written on an occurrence basis and shall not be written on a claim-made basis. If the insurance is issued with an aggregate limit of liability, the aggregate limit of liability shall apply only to the locations included in this Agreement. If, as the result of any claims or other reasons, the available limits of insurance reduce to less than those stated in the Limits of Liability, Contractor shall notify the Contract Manager in writing. Contract Manager shall purchase additional liability insurance to maintain Page 31 Okaloosa County Solid Waste and Recyclables Collection, Transfer, and Processing/Disposal Agreement (using existing bins) the requirements established in this Agreement. Umbrella or Excess Liability insurance can be purchased to meet the Limits of Liability specified in this Agreement. d. Commercial General Liability coverage shall be endorsed to include the following: • Premises – Operations Liability; • Occurrence Bodily Injury and Property Damage Liability; • Independent Contractor’s Liability; and, • Completed Operations and Products Liability. e. Contractor shall agree to keep in continuous force Commercial General Liability coverage including Completed Operations and Products Liability for two (2) years beyond the termination or expiration of this Agreement. 14.4. Limits of Liability The insurance required shall be written for not less than the following, or greater if required by law and shall include Employer’s liability with limits as prescribed in this Agreement: LIMIT A. Worker’s Compensation (1) State Statutory (2) Employer’s Liability $1,000,000 each accident B. Business Automobile & Commercial $1,000,000 each occurrence General Liability Insurance (A combined single limit) C. Personal and Advertising Injury $250,000 D. Pollution Liability $10,000,000 each occurrence 14.5. Notice of Claims and Litigation Contractor agrees to report to the County any incident or claim that results from performance of this Agreement. The Contract Manager shall receive written notice in the form of a detailed written report describing the incident or claim within ten (10) Days of the Contractor’s knowledge. In the event such incident or claim involves injury and/or property damage to a third party, verbal notification shall be given the same day the Contractor becomes aware of the incident or claim followed by a written detailed report within ten (10) Days of verbal notification. 14.6. Indemnification and Hold Harmless Contractor shall indemnify and hold harmless the County, its officers and employees from liabilities, damages, losses, and costs including but not limited to reasonable attorney fees, to the extent caused by negligence, recklessness, or intentional, wrongful conduct of the Contractor and other persons employed or utilized by the Contractor in the performance of this Agreement. If the