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Backup Documents 03/28/2023 Item #11E ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routingjines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. 2. 3. County Attorney Office County Attorney Office -� - 3 /2 ) 4. BCC Office Board of County Commissioners pc Iy r,/$r /Zq 5. Minutes and Records Clerk of Court's Office r ) g / q 5; l PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Staff Kari Hodgson/PUD—Solid Waste Phone Number 239-252-2504 Contact/Department Agenda Date Item was 03/28/2023 Agenda Item Number 11.E. Approved by the BCC Type of Document Contract Number of Original 1 Attached Documents Attached PO number or account 470-173410-649030 number if document is to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature? KH 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the KH document or the fmal negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's KH signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip KH should be provided to the County Attorney Office at the time the item is input into SIRE. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 03/28/2023 and all changes made during the meeting have been incorporated in the attached document. The County I �p Attorney's Office has reviewed the changes,if applicable. 541 l 9. Initials of attorney verifying that the attached document is the version approved by the r t' BCC,all changes directed by the BCC have been made, and the document is ready for the / +! .fi! fPf Chairman's signature. I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12 1 1 E AMENDED AND RESTATED DISPOSAL CAPACITY AGREEMENT This Amended and Restated Disposal Capacity Agreement ("Agreement") is made and entered into this day of Ltkg �� �t 2023 ("Effective Date"), by and between Okeechobee Landfill, Inc.,a Florida corporation ("Operator"), and Collier County, Florida ("County"). I. Recitals WHEREAS, on February 7, 1995, Waste Management Inc. of Florida ("WMIF") entered into a Landfill Operation Agreement that requires WMIF to operate the County's Naples Landfill and provide other services to the County;and WHEREAS, Operator is a corporate affiliate of WMIF that owns and operates a landfill ("Facility") located at 10800 NE 128th Avenue in Okeechobee County, Florida;and WHEREAS, on June 12, 2001, the County and the Operator entered into a Disposal Capacity Agreement,which requires the Operator to accept and dispose of certain wastes for the County; and WHEREAS, on June 12, 2001, the County and WMIF entered into a second amendment to the Landfill Operating Agreement, and the second amendment included the Disposal Capacity Agreement as Exhibit K to the Landfill Operating Agreement; and WHEREAS,on June 14,2011,the County and the Operator agreed to extend the Disposal Capacity Agreement for an additional ten(10)years; and WHEREAS,on May 11, 2021,the County and the Operator agreed to extend the Disposal Capacity Agreement for two(2)additional renewal terms of one year each;and WHEREAS, the County and the Operator now wish to renew, extend, and revise the Disposal Capacity Agreement,subject to the terms and conditions in this Agreement. NOW THEREFORE, in consideration of the mutual agreements and promises contained herein,the Operator and County agree as follows: II. Agreement 1. Term. The Term of this Agreement is five (5) years, beginning on July 1, 2023 and ending on June 30, 2028. The term of this Agreement may be renewed and extended for an additional term of five (5)years if the extension is mutually acceptable to the County and Operator. 2. Definitions. a. "Acceptable Waste" means (i) non-hazardous Solid Waste and (ii)special wastes that are each disposed in the ordinary course by households and/or commercial establishments and authorized for disposal at the Facility, pursuant to any Applicable Law. Acceptable Waste shall not contain any regulated quantity of(I)infectious waste,(ii)Hazardous Waste,(iii)garbage,refuse,or rubbish 1 11 € which is required by governmental authority or by its general nature to be handled or disposed of other than in accordance with the Facility's normal operating procedures, or (iv) waste that does not strictly conform to the descriptions of waste materials that the Facility is authorized to accept under Applicable Law. Provided, however, that any waste addressed by the preceding subparagraph 2.a.(iii) may be delivered to and accepted by the Facility in accordance with its standard acceptance procedures for such waste to the extent allowed by Applicable Law. Operator,in its sole but reasonable discretion,shall have the right to reject any material it believes does not conform to the definition of Acceptable Waste set forth herein. b. "Applicable Law" means all local, state and federal laws, including but not limited to any permits, licenses, rules, regulations, policies, orders, ordinances, and similar authority, and any judicial or administrative interpretation of the same, that are in effect during the term of this Agreement, and apply or relate to the performance of the Operator or County under this Agreement. c. "Biosolids" means the solid, semisolid, or liquid residue generated during the treatment of domestic wastewater in a domestic wastewater treatment facility. For the purposes of this Agreement, the term also includes solids removed from pump stations and lift stations, and screenings and grit removed from the preliminary treatment components of domestic wastewater treatment facilities. d. "Change in Law"shall mean the adoption, promulgation,or modification of any Applicable Law that directly and substantially affects the Operator's or County's performance under this Agreement. However, a Change in Law does not include a change in any tax law or workers' compensation law. e. "Collier County Waste" means Acceptable Waste generated by the County. f. "Hazardous Waste" means waste listed, characterized, or designated as hazardous by the United States Environmental Protection Agency, pursuant to the Resource Conservation and Recovery Act, 42 U.S.C. 6901, et seq. as amended from time to time, and its implementing ( regulations,or as determined by the Florida Department of Environmental Protection or any other governmental agency with jurisdiction over the Facility pursuant to any Applicable Law. g. "Solid Waste" shall have the meaning set forth in Rule 62-701.200(107), Florida Administrative Code ("F.A.C."), which provides as follows: "sludge that is not regulated under the federal Clean Water Act or Clean Air Act, as well as sludge from a waste treatment works, water supply treatment plant, or air pollution control facility; or garbage, rubbish, refuse, special waste, or other discarded material, including solid, liquid, semi-solid, or contained gaseous material resulting from domestic,industrial,commercial,mining,agricultural,or governmental operations. Materials not regulated as solid waste pursuant to this chapter [Chapter 62-701, F.A.C.] are: recovered materials;nuclear source or byproduct materials regulated under Chapter 404,[Florida Statutes (F.S.")], or under the Federal Atomic Energy Act of 1954 as amended; suspended or dissolved materials in domestic sewage effluent or irrigation return flows, or other regulated point source discharges; regulated air emissions; and fluids or wastes associated with natural gas or crude oil exploration or production." [ 2 I h. "Special Wastes" means solid wastes that can require special handling and management, including but not limited to, white goods,waste tires, used oil, lead-acid batteries, construction and demolition debris,ash residue,yard trash, biological wastes,and mercury-containing devices and lamps, as described in Rule 62-701-200(113), F.A.C. 3. Representations and Warranties. a. County represents that the Solid Waste to be delivered to the Facility from the County is Acceptable Waste. County's activities hereunder shall be in compliance with all Applicable Law relating to the collection and transportation of Solid Waste. b. Operator represents that the equipment and facilities provided by it for the management, processing and disposal of Collier County' Solid Waste are suitable to perform such services and that all personnel are trained in accordance with Applicable Law. Operator shall perform all services in full compliance with all Applicable Law relating to the collection,transportation, and disposal of the County's Solid Waste. c. Operator represents that the Collier County Solid Waste delivered to the Operator shall be disposed of in the Facility,except as otherwise provided in Sections 3.d and 7.e,below. Operator shall not divert Collier County's Solid Waste to any other solid waste management facility or location unless the Operator receives the County's prior written consent. If Operator chooses to divert any Collier County Solid Waste to any other solid waste management facility or location, the Operator will provide the County with at least 45 days' prior notice before any such diversion occurs(except In circumstances involving an emergency). In such circumstances,the County may temporarily suspend or permanently terminate its deliveries of one or more types of waste to the Operator. d. Notwithstanding anything else contained herein, the County agrees that the Operator has the right to deliver the County's Biosolids to any in-state or out-of-state Biosolids treatment or disposal facility that is permitted and otherwise authorized to accept such Blosolids pursuant to Applicable Law. 4. Indemnity. a. Operator shall indemnify and hold harmless County and its affiliates, officers, directors and employees, from and against all liabilities, expenses (including but not limited to reasonable attorneys'fees and expenses of investigation and litigation in any proceeding or appeal), claims, damages, fines and penalties which any person or entity may at any time suffer or sustain or become liable for by reason of the disposal of any Solid Waste accepted by Operator, including, without limitation, violations of any Applicable Law, contamination or impacts upon the environment that violate Applicable Law,or property damage, injuries resulting in death or injury to either persons or property, real or personal, or both, of County and Its affiliates or the employees of any such party or to any other persons in any manner to the extent caused by or resulting from the negligent acts, omissions, or willful misconduct of Operator or Operator's contractors, employees or agents,or resulting from the breach of, misrepresentation in, untruth in,or known inaccuracy in any representation,warranty or covenant of Operator set forth in this Agreement. The indemnification obligation under this paragraph shall not be limited in any way as to the amount or type of damages, compensation, or benefits payable by or for Operator or 3 is 11E any of Operator's subcontractors under workmen's compensation acts, disability benefit acts, or other employee benefit acts. In no event shall Operator be liable for or have an obligation to defend the County for the County's negligent or wrongful acts or omissions or the negligent or wrongful acts of the County's agents or employees. b. Subject to the limitations on damages in paragraph 14, the liabilities and obligations of these indemnities are expressly intended to cover, among other liabilities, any damages, claims and strict liability arising under Applicable Law. Each of the parties to this Agreement understands and agrees that the obligations set forth in this Paragraph 4 will survive the performance and termination of this Agreement. 5. Title/Acceptance of Solid Waste. a. Title to and all risk of loss and responsibility for Acceptable Waste delivered to the Facility by County or its designee shall pass to Operator at the time the Collier County Waste is buried at the Facility. Title to Solid Waste which does not conform to the definition of Acceptable Waste shall remain with County and shall not be deemed to pass to the Operator. b. County shall tender Solid Waste to Operator and Operator shall accept Solid Waste pursuant to paragraph 7. Solid Waste shall be considered accepted at the time the material is removed from County's vehicle at facility. Acceptance of the Solid Waste shall not impair,or operate as a waiver of, any remedy available to Operator, including revocation of acceptance in the event the Solid Waste is later discovered to be Hazardous Waste. Operator may inspect, sample, analyze and test any Solid Waste; however, exercise or a failure to exercise such right shall not relieve County of its obligations under this Agreement to deliver only Acceptable Waste. c, If County or any designee delivers to the Facility any material falling to conform to the definition of Acceptable Waste in this Agreement or to the requirements of any Applicable Law, and if Operator notifies County of the delivery of, and requests removal of such non-conforming materials,County shall make available to the Facility,or cause to be made available to the Facility, within ten (10) days of such notice, containers and vehicles suitable for transporting such non- conforming material and County shall thereafter remove, or cause to be removed, within fifteen (15) days of such notice, such nonconforming material from the Facility In accordance with all Applicable Law. d. If at any time County shall learn that Solid Waste it delivered to the Facility was not Acceptable Waste, it shall promptly notify Operator and provide the basis for its understanding. 6. Facility Operations. a.At all times during the term of this Agreement,Operator shall cause the Facility,its transferees, contractors, and affiliates to be open for operation and acceptance of Acceptable Waste from County or its designees during the Facility's regular business hours or such other operating hours as are mutually-agreed upon. Provided, however,during the term of this Agreement,the Facility shall not be deemed open for operation and acceptance of Solid Waste on national holidays, and provided further that, If the approved operating hours of the Facility are expanded or restricted (by a third party), then Operator shall cause the Facility to be open for operation and the acceptance of Acceptable Waste from County and its designees during such expanded or reduced 4 1 1 E hours. Operator shall give County prompt notice of any attempt to restrict business hours. Operator shall allow vehicles of County or its designees access to the Facility in the order such vehicles arrive relative to all other vehicles delivering Acceptable Waste or other materials to the Facility. County acknowledges the right of Operator to make and enforce reasonable rules and regulations as are necessary regarding the Facility's operations. The County, its designee, transporters, contractors, and affiliates will abide by such rules as are established from time to time. Operator shall furnish a copy of the Facility's rules and regulations upon request and shall notify County of any changes as they occur. b. Operator will cause to be furnished and reasonably maintained during the term of this Agreement access roads to the Facility so as not to cause damage to vehicles of County or its designees,transporters,contractors,and/or affiliates beyond normal wear and tear customary to accepted industry standards. If any vehicles of County or its designees, transporters, contractors and/or affiliates, entering the Facility become incapacitated or unable to move on the Facility premises for causes other than those attributable to the condition of the access roads, Operator may, but shall have no obligation to, provide assistance in moving the vehicle,all at the sole cost and expense of County. In such circumstances,County agrees that Operator shall have no liability for damage to any incapacitated vehicle or property resulting from rendering such assistance. c, If Operator Is required to close the Facility for any reason, it will use reasonable efforts to provide notice of such closing at least ninety (90) days prior to the date thereof, or as soon as reasonably possible. Further, in the event of such closing, Operator shall reasonably cooperate to make disposal capacity available to County at an alternative facility at mutually agreed upon terms and conditions. Operator shall operate the Facility, its gate,scale house, and disposal area under terms and conditions no less favorable to County and/or its designees than those provided to Operator's own vehicles or to the vehicles of any municipality or county in Florida, except as to price and credit terms. 7. Waste Volume. a. County shall have right to deliver or cause to be delivered to the Facility up to a maximum of 930,000 tons of Collier County Waste at a rate not to exceed 1,500 tons per day and 465,000 tons per year("Capped Amount").The Capped Amount does not include storm debris or special waste delivered pursuant to Subparagraphs 7.d and e., below. The Capped Amount also does not include any Solid Waste that was delivered to the Operator or the Facility before the Effective Date of this Agreement. b, Operator shall have an obligation to accept from County and/or its designees, Collier County Waste up to the Capped Amount. All rights and obligations pertaining to the delivery and acceptance of Collier County Waste at the Facility shall expire when County or its designees have used the maximum tonnage available under the Capped Amount, or upon the expiration of this Agreement, whichever is sooner. Further, Operator shall have the right to terminate this Agreement on one hundred eighty (180) days' written notice if either one of the following contractual arrangement between the County and Waste Management Inc. of Florida is terminated by the County,without cause, and in breach of the applicable contract: (i) the Landfill Operation Agreement dated February 7, 1995, as amended; (ii) the Solid Waste Collection Service Agreement dated June 12, 1990,as amended; 5 11E c.County's attainment of per day volume limitations shall be based upon average deliveries during a calendar quarter. Operator may refuse to accept volumes of Acceptable Waste from County in excess of the daily, annual,and total volume limitations set forth in Subparagraph 7.a., above. d. During the term of this Agreement, County shall have the right to deliver to the Facility and, upon delivery the Operator shall accept, up to a maximum of 500,000 tons of debris resulting from a hurricane or other natural disaster in Collier County. The County shall provide written notice to Contractor of its election to use such additional capacity at least 30 days prior to the first use of same or, in the event of an emergency, such notice as is reasonable under the circumstances. e. During the term of this Agreement, the County shall have the right to deliver the County's special wastes to the Facility,including but not limited to construction and demolition debris,and Biosolids from wastewater treatment plants located in Collier County, provided such special wastes are not otherwise prohibited at the Facility. In the event that the Operator no longer wishes to accept Biosolids at the Facility, the Operator shall accept the County's Biosolids at a Biosolids treatment facility, as defined in Rule 62-640.200(8),F.A.C., or other appropriate facility designated by the Operator. Notwithstanding the provisions in Section 3.c, above, the County recognizes and agrees that the Operator is not obligated to dispose of the County's Biosolids in the Facility. f. If the County's Naples Landfill has less than two and one-half (2.5) years of lined capacity for the disposal of the County's Solid Waste,the Operator shall, upon request by County, provide a written guarantee to the County, confirming that the Operator has and will provide the County with at least two years of disposal capacity at the Operator's Facility("Two-Year Guarantee"). This Two-Year Guarantee shall be provided at a cost to the County of one dollar ($1.00) per year. During the Two-Year Guarantee period,the County shall be allowed to dispose of its Solid Waste at the Facility by paying(a)the lowest rate available to the general public(i.e.,the gate rate),(b) any lower rate that is mutually acceptable to the County and the Operator,or(c)the rate that is provided in Section 8 of this Agreement,whichever is lowest. g. Notwithstanding anything else contained in this Agreement,this Agreement does not require the County to deliver any minimum quantity of Solid Waste or Biosolids to the Operator. 8. Price. a. The price for the transfer and disposal of the waste volume described in Subparagraph 7.a., shall be $68.94 per ton ("Collier County Waste Rate"). The Collier County Waste Rate includes the cost of transporting Collier County Waste from the Immokalee Transfer Station to the Facility and the cost of disposing of such waste in the Facility. This price shall not be increased before January 1, 2024. The County shall pay a minimum of$1 per year for each year of the term of this Agreement,whether or not waste is delivered to the Facility by the County. b. The price for disposal of storm debris, pursuant to Subparagraph 7.d., above, shall be $36.75 per ton. This price shall not be increased before January 1, 2025. Operator shall give the County at least 180 days' advance written notice of any increases to the price for the disposal of storm debris. 6 I'. 11 € c.The price for the disposal of Biosolids pursuant to Subparagraph 7.e.,above,shall be$53.15 per ton. This price shall not be increased before January 1, 2025, Operator shall give the County at least 180 days' advance written notice of any increases to the price for the disposal of Biosolids (other than CPI increases,as set forth in 8(e) below). d. At the end of each month,Operator shall submit to County an invoice for all volumes delivered. All invoice statements shall be paid within forty-five (45) days of receipt. If County fails to timely pay such amounts,Operator shall have the right to charge,and County agrees to pay, interest on such past due amounts at the rate authorized under the Florida Prompt Payment Act (Section 218.70 et seq., F.S.). e. CPI Adjustment. The prices provided in Subparagraphs 8.b and 8.c may be changed by the Operator once per calendar year during the term of this Agreement to account for changes in the Consumer Price Index("CPI") during the twelve(12) month period ending on June 30th preceding the price adjustment. If the Operator wishes to adjust the prices pursuant to this Section 8,e,the Operator shall deliver notice of such change to County at least thirty(30)days prior to the end of the calendar year, in which event such price change shall become effective as of January 1st following the date on which such notice was sent.The first such price change shall not take effect before January 1, 2025.The increase in prices shall be equal to 100%of the percentage change in the United States Consumer Price Index for garbage and trash collection, not seasonally adjusted, U.S.city average,all urban consumers(Series I.D. CUUR0000SEHG02),as published by the United States Department of Labor,Bureau of Labor Statistics(or if such index shall cease to be published, any similar index agreed upon by the parties), but shall not be less than 2%or more than 5% of the previous year's price. f, Change in Law or Policy.Subject to the conditions herein,the parties agree that Operator may reasonably adjust its prices in this Section 8 in the event that a Change in Law occurs or there is a material change in Operator's corporate policy and such Change in Law or policy substantially increases the cost or changes the scope of Contractor's performance under this Agreement. The Operator shall provide written notice to the County if the Operator wishes to adjust its prices pursuant to this Section 8.f. If the Operator and the County cannot reach a mutually acceptable agreement about a proposed price adjustment,the Operator shall maintain its prices in effect and unchanged (except for CPI adjustments) after the date of the Contractor's notice to the County for(a) ninety(90) days if the price increase is due to a Change in Law or(b) one hundred eighty (180)days if the price increase is due to a change in the Operator's corporate policy. g.Transportation. Costs related to the transportation of Collier County's Waste to the Facility are not established in or governed by this Agreement, except as provided in Section 8.a and this { Section 8.g. The cost of transporting Biosolids from the County's wastewater treatment facility to the Biosolids management facility designated by the Operator shall be $41.83 per ton ("Biosolids Transportation Rate"). h. On January 1, 2025, and every January 1st thereafter during the term of this Agreement,the Biosolids Transportation Rate shall be adjusted to account for changes in the cost of transporting Biosolids during the twelve(12)month period ending on June 30'preceding the price adjustment. The annual adjustment shall be calculated in the manner described in Section 8.e, above. sr 7 1 1 E i. On January 1, 2024 and every January 1st thereafter during the term of this Agreement, the Collier County Waste Rate shall be adjusted to account for changes in the CPI during the twelve (12) month period ending on July 31 preceding the date of the adjustment. For the purposes of this Section 8.i,the CPI shall mean the Consumer Price Index for All Urban Consumers for all items U.S.City Average--South,published by the Bureau of Labor Statistics,U.S. Department of Labor, 1982-1984= 100. The adjustment to the Collier County Waste Rate, measured on a percentage basis,shall be equal to the percentage change in the CPI. j. The Collier County Waste Rate shall be reduced by two percent (2%) if the County pays the Operator within twenty(20) days after the County receives the Contractor's monthly bill for the transfer and disposal of Collier County Waste pursuant to Section 8.a,above. 9. License to Enter. During the term of this Agreement,County shall have a license to enter the Facility for the limited purpose of, and only to the extent necessary for, unloading waste at the location and in the manner directed by the Operator. Except in an emergency, or at the express direction or the Operator,the employees of the party delivering waste to the Facility shall not leave the immediate vicinity of their vehicle.After unloading the waste,the employees of County shall promptly leave the Facility. No scavenging will be permitted. 10. Insurance. Without limiting Operator's indemnity obligations, Operator shall maintain the following insurance and all insurance that may be required under the laws of any governmental authority: a.workers'compensation as prescribed by law and employer's liability insurance of not less than $1,000,000; b.comprehensive general liability(bodily injury and property damage)of not less than$5,000,000 combined single limit per occurrence; including(i) contractual liability to cover liability assumed under this Agreement, (ii) product and completed operations liability; c. automobile liability(bodily injury and property damage) of not less than $5,000,000 combined single limit per occurrence on all owned, non-owned and hired vehicles; d. pollution liability for sudden pollution incidents and non-sudden pollution incidents of not less than$5,000,000 per occurrence and in the aggregate. Before commencing work under this Agreement, Operator shall provide County with certificates or other documentary evidence of the above insurance. The above insurance shall include a requirement that the insurer provide County with 30 days' written notice prior to the effective date of any cancellation or material change in the insurance.The insurance in(b),(c)and(d)shall name the County as an additional insured and provide primary coverage with respect to County. 11. Termination. 8 1 1 E Either party shall have the right to terminate this Agreement in the event of a material breach of this Agreement that is not cured within thirty(30) days after receipt of written notice; provided, however,if the breach is such that more than thirty(30) days is required for its reasonable cure, then the Agreement shall not be terminated as long as the party alleged to be in breach has commenced such cure within the said thirty (30) day period and is thereafter diligently pursuing it. Notwithstanding any cure that may be effected pursuant to this paragraph,the non-breaching party shall be entitled to such other relief as provided in this Agreement. 12. Notices. All notices required or permitted to be given hereunder shall be in writing and shall be deemed given if delivered in person, by an overnight delivery service, or by certified or registered mail to the other party at the following addresses: if to Operator: Okeechobee Landfill 10800 NE 128th Avenue Okeechobee, FL 34972 Attention:Matthew Orr with a required copy to: Waste Management Inc.of Florida 1800 N. Military Trail,Suite 201 Boca Raton, FL 33431 Attention: Lisa P.Silva, Esq. If to County: Collier County 3299 Tamiami Trail East Suite 202 is Naples, FL 33962 Attention:County Manager with a required copy to: Collier County 3299 Tamiami Trail East Suite 800 Naples, FL 33962 Attention:County Attorney Any party may change the addresses or persons to which notices are to be sent by giving notice to the other party. is li 9 11f : 13, Force Majeure. Neither party shall be liable to the other for the failure to perform its duties and obligations under the Agreement or for any resultant damages, loss, or expenses, if and to the extent that such failure was the result of an act of God, riot, insurrection, war, catastrophe, natural disaster, compliance with any Applicable Law (whether valid or invalid) of any governmental body or instrumentality,or any other cause beyond the reasonable control of such party,or strike,lockout or other labor disturbance(even if terminable by the affected party by acceding to the demands of any labor group)and which the affected party was unable to avoid by the exercise of reasonable diligence(i.e.,a"Force Majeure"event). In the event any delay due to Force Majeure occurs or is anticipated,the affected party shall promptly notify the other party of such delay,describing the cause and estimated duration of such delay. Further,the affected party shall use all commercially reasonable efforts to mitigate and remove the adverse effects of any Force Majeure condition. 14. Limitation on Damages. Neither party shall be liable to the other for special, consequential, or punitive damages arising out of the performance of this Agreement. 15, Amendments. No amendment or modification of the terms and conditions of this Agreement shall be effective unless such amendment or modification is in writing and signed by authorized representatives of the Operator and County. 16. Relationship of the Parties. This Agreement shall not in any manner be construed so as to create the relationship of principal and agent or a partnership or joint venture or of any association between County and Operator. The parties hereto agree to act as independent contractors and as such, except as otherwise specifically set forth in this Agreement,each party shall be liable for its own business operations, is insurance, taxes, licenses, permits expenses arid all other liabilities. 17. Waiver of Jury Trial and Attorneys' Fees;Sovereign Immunity;Venue. The County and the Operator voluntarily, intentionally, and irrevocably waive any right they may have to a jury trial in any controversy,claim,or dispute arising out of or relating to this Agreement or any breach hereof. In any such proceeding or appeal,the parties shall pay their own attorneys' fees and costs;the prevailing party shall not be entitled to recover attorneys'fees, Venue for any such proceeding shall lie exclusively in the state and federal courts in and for Collier County, Florida, Nothing herein shall alter the limits of liability established in Section 768,28, F.S., or the I: County's rights under sovereign immunity. 18. Assignment. Neither party may assign,transfer or otherwise vest in any other business entity or person any of the rights or obligations under this Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld; provided, however, that either party is 10 is F t•r�1 1iE may, without any such prior written consent, assign its rights and/or obligations hereunder to a subsidiary or affiliate corporation. 19. Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior understandings, discussions and representations relating to the subject matter, including the Disposal Capacity Agreement,which shall expire on June 30, 2023. 20. Miscellaneous. This Agreement will be governed by the laws of the state of Florida and is binding on the successors and assigns of both parties. A facsimile signature of any party shall be considered to have the same binding legal effect as an original signature. IN WITNESS WHEREOF,this Agreement has been signed by the authorized representatives of the parties,effective the date specified above. ATTEST: BOARD OF COUNTY COMMISSIONERS Crystal K. Kinzel,Clerk of Courts COLLIER COUNTY, FLORIDA &ComptroLG f+ 'i p By. ' A } By: //2f. eSgtycF ..a � L �UU� Rick oCastro, Chairman Dated • t'ASEAL) s Approved as to form leg ity: By: G•�`� Scott R.Teach Deputy County Attorney 11 �r. iiE Contractor's Witnesses: Waste Management Inc.of Florida 4-4-e)/4(ilfrAt41--.. "/ First Witness By: r;1IXl //!„ n David M. Myhan, Presl T7ype/print witness name?' February 13,2023 tr./ �.%1 , { �� .. Date Second Witness eo/.en I-foul;h,,,, tiype/print witness namel' 12 �`