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

required to comply with this Agreement, shall solely be the responsibility of Contractor in accordance with Article 4.2.3 of this Agreement. 4.2. Contractor Responsibilities 4.2.1. Transition No later than thirty (30) Days after the Effective Date of this Agreement, the Contractor and Contract Manager, together with any subject matter experts the Contract Manager may select to provide it assistance, shall conduct a joint inspection of the Transfer Stations to document the existing condition of the facility to define and document the Required Turn Back Condition for Page 16 Okaloosa County Solid Waste and Recyclables Collection, Transfer, and Processing/Disposal Agreement (using existing bins) the Transfer Stations. Details regarding the Required Turn Back Condition shall be defined, including who is responsible for making repairs or replacements immediately or in the future, and estimated cost of repairs or replacements, if feasible. 4.2.1.1. In order to establish the Required Turn Back Condition of all real property at the Transfer Stations, the County and Contractor shall conduct a joint inspection(s) of the facilities’ sites and buildings, to include utilities, no later than thirty (30) Days after the Effective Date of this Agreement. The County and Contractor shall develop a list of any necessary repairs or replacements that, following completion of such repairs and replacements, shall be the Required Turn Back Condition, allowing for normal wear and tear commensurate with the time of use, and considering the Contractor’s responsibilities for maintenance, repair, and replacement. 4.2.1.2. As part of documenting the Required Turn Back Condition, the County’s engineering consultant will evaluate and document the percentage of wear on the tip floors. The Contractor shall be required to leave the tip floors in equal or better condition upon the termination of this Agreement. If the Contractor fails to leave the tip floors in equal or better condition than documented in the Required Turn Back Condition report, the Contractor shall reimburse the County one hundred and twenty five percent (125%) of the cost of returning the tip floor(s) to its Required Turn Back Condition to cover both the cost of the work and the County’s administrative and overhead costs. 4.2.1.3. At least ninety (90) Days prior to the conclusion of the term of this Agreement, the County and Contractor shall jointly inspect the Transfer Stations to identify any repairs or replacements needed to bring the facilities to the Required Turn Back Condition. The Contractor, pending the Contract Manager’s approval, shall develop a list of any and all necessary repairs or replacements that the Contractor, at its sole cost and expense, must perform and shall establish a schedule for completing all such work. 4.2.1.4. At the termination of this Agreement, the Contractor shall have restored the Transfer Stations to its Required Turn Back Condition. Contractor may remove any fixed assets as long as Contractor restores the area to its pre-existing condition, unless otherwise approved by the Contract Manager. The County reserves the right to require the Contractor to remove any fixed assets and restore the area to its pre-existing condition at the Contractor’s expense. 4.2.1.5. During the transition prior to the termination of this Agreement, the Contractor shall cooperate with the County and, if applicable, the incoming contractor. Such cooperation includes, but is not limited to, allowing site visits of the Transfer Stations by the County and the incoming contractor, upon receipt of reasonable advance notice, and ensuring all facilities are in Required Turn Back Condition. The Contractor shall coordinate and cooperate with the newly selected contractor, if applicable, and the County, to minimize any disruptions in the service provided. 4.2.1.6. At the termination of this Agreement, the Contractor shall transfer all active facility permits for the Transfer Stations to the County, or its designated contractor as requested by the County, in a timely manner so as to avoid any disruption of service. 4.2.2. Capital Improvements Contractor shall be solely responsibility for all the cost of all capital improvements to the Transfer Stations. 4.2.3. Permits and Licenses 4.2.3.1. The Contractor shall be responsible for and bear all costs of maintaining, modifying, and renewing all operational and environmental permits and approvals from any Page 17 Okaloosa County Solid Waste and Recyclables Collection, Transfer, and Processing/Disposal Agreement (using existing bins) governmental entity required to operate the Transfer Stations. The County will coordinate with the Contractor and permitting agencies, as needed. 4.2.3.2. The Contractor shall perform and pay for any groundwater, surface water, leachate, or other routine environmental monitoring at the Transfer Stations that is required by the Florida Department of Environmental Protection (FDEP) or any regulatory agency with jurisdiction over the activities at the facilities. 4.2.3.3. The Contractor shall be responsible for compliance with all environmental and operational permits. Should the County receive a Notice of Violation (NOV), the County will forward the NOV to the Contractor within twenty-four (24) hours. The Contractor shall take immediate action to remedy the violation and regain compliance. The Contractor shall bear any and all costs associated with remedying a violation and regaining compliance. 4.2.3.4. Contractor’s failure to properly maintain or obtain permits and licenses shall result in a breach of this Agreement. 4.2.4. Hours and Holidays 4.2.4.1. The Transfer Stations will be open to the public from 6:00 a.m. to 5:00 p.m. CDT, Monday through Friday and 6:00 a.m. to 12:00 noon CDT, Saturday. The County reserves the right to alter the operating hours of the facilities. Contractor and County agree to negotiate a reasonable fee adjustment if such change in operating hours affects operating costs. 4.2.4.2. Contractor will close the Transfer Stations on the following Holidays: New Year’s Day, Thanksgiving, and Christmas. 4.2.4.3. The County reserves the right to require the opening and operating of the Transfer Stations outside of the regular hours during times of emergency or urgent need. The Contractor shall staff and equip the facility to meet the needs of the County during such emergency openings. 4.2.5. Acceptance of Waste In accordance with applicable operational protocol established by Contractor and with the approval of the County, Contractor shall provide, operate, and maintain facilities for the receipt of Acceptable Waste. Contractor shall assume ownership of all waste once tipped at the Transfer Stations. The County makes no assurances or guarantees regarding the quantity of materials that will be delivered to the Transfer Stations. 4.2.5.1. Acceptable Waste: Contractor shall process Acceptable Waste received at the Transfer Stations in accordance with all Applicable Law and in a manner which would not pose a threat to public health and safety. 4.2.5.2. Unacceptable Waste: Contractor shall exercise its best efforts to avoid the acceptance of Unacceptable Waste at the Transfer Stations. Contractor shall process all Unacceptable Waste received at the facilities in accordance with Applicable Law and in a manner which will not pose a threat to public health and safety. Contractor shall indemnify the County for any liability claims or damages imposed as a consequence of Contractor’s failure to process such material in accordance with Applicable Law. 4.2.6. Operations 4.2.6.1. Contractor shall be responsible for and shall bear all costs and expenses associated with operating and maintaining the Transfer Stations in full compliance with the FDEP Transfer Station Permits, Operations Plans, Applicable Law, and this Agreement. 4.2.6.2. Contractor shall weigh and record all inbound and outbound vehicles carrying materials, including transfer trucks, at the STS. Each vehicle delivering waste or Page 18 Okaloosa County Solid Waste and Recyclables Collection, Transfer, and Processing/Disposal Agreement (using existing bins) recyclables shall be properly identified and authorized in a manner satisfactory to the County and Contractor. Weights of all materials shall be recorded in the County’s WasteWorks system. 4.2.6.3. The weight of all materials shall be determined using the scales at the Transfer Stations. Contractor shall, at least every six (6) months, test the accuracy of the STS weight scales. The scales shall be tested by a scale company registered with the Florida Department of Agriculture and Consumer Services. 4.2.6.4. Contractor shall regularly, at a minimum every ninety (90) Days, update tare weights used to determine material weights. 4.2.6.5. Recyclables