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O-588-MCITY OF CLERMONT ORDINANCE NO. 588-M AN ORDINANCE UNDER THE CODE OF ORDINANCES OF THE CITY OF CLERMONT, LAKE COUNTY, FLORIDA, GRANTING A GARBAGE COLLECTION FRANCHISE TO WASTE SERVICES OF FLORIDA, INC., PROVIDING FOR TAE TERM OF THE FRANCHISE AND FOR OTHER PURPOSES CONNECTED WITH A FRANCHISE FOR THE COLLECTION OF GARBAGE WITHIN THE CITY OF CLERMONT. THE CITY COUNCIL OF THE CITY OF CLERMONT HEREBY ORDAINS THAT: SECTION 1. The City, acting by and through its City Council, hereby grants unto Waste Services of Florida, Inc., its successors and assigns, anon-exclusive right and privilege to operate a refuse collection system in, upon, over and across the present and future streets, alleys, bridges, easements and other public places of the City, for the purpose of collecting commercial refuse, subject to certain limitations hereinafter set forth. SECTION 2. The rights granted herein shall specifically not include: A. the collection and disposal all residential refuse; B. the collection and disposal of all commercial refuse generated by establishments which: (i) utilize 12 or less refuse cans per pick up each with a capacity not exceeding 30 gallons and/or (ii) require service two or less times per week. SECTION 3. The City hereby grants anon-exclusive franchise to Waste Services of Florida, Inc., and Waste Services of Florida, Inc. will agree to collect and dispose of commercial refuse other than that described in Section 2 of this ordinance under the conditions set forth in this ordinance and in the Franchise Agreement attached hereto and incorporated herein as Exhibit "A". SECTION 4. Waste Services of Florida, Inc. shall be an independent contractor and shall enter into a contract with City that provides, among other things, that Waste Services of Florida, Inc. shall covenant to hold harmless and indemnify the City for any and all damages, including attorney fees, arising out of directly or indirectly and/or by virtue of any claim, whether actual or threatened, of whatsoever nature resulting from the activities of Waste Services of Florida, Inc., its agents, servants or employees, within or without the city limits. Waste Services of Florida, Inc. will, CITY OF CLERMONT ORDINANCE N0.588-M within five (5) days from the adoption of this ordinance, cause to be written a policy of general liability insurance, insuring it and the City against all claims made by any person or persons for personal injuries or property damage incurred in connection with the performance by Waste Services of Florida, Inc., its servants, agents, and employees, of the services required under this ordinance and the franchise hereby granted, which said policy shall be written within limits of $1,000,000 per person and $3,000,000 per occurrence, and for not less than $100,000 for damages to property per occurrence. SECTION 5. Waste Services of Florida, Inc. shall post with the City a good and sufficient cash or surety bond in the amount of $100,000 guaranteeing the faithful performance by it of all of its obligations and covenants under said contract. SECTION 6. This franchise and the contract between the City and Waste Services of Florida, Inc. shall be in full force and effect until May 13, 2009 commencing immediately; and this franchise and contract shall thereafter be automatically renewed from year to year unless terminated by either party upon not less than sixty (60) days written notice. SECTION 7. Waste Services of Florida, Inc. shall pay monthly to the City a franchise fee established by separate resolution of the City of Clermont. SECTION 8. This ordinance and the franchise granted thereby are applicable to all lands lying within the corporate limits of the City and shall be applicable with equal force to any additional lands hereinafter included within the corporate limits of the City, and no such addition of lands or to be excluded from the corporate limits as the same presently exist, shall invalidate this ordinance or the franchise granted hereunder, or constitute a basis for any adjustment to or claim under any contract which maybe executed under the authority of this ordinance. SECTION 9. All ordinances and/or parts of ordinances which are in conflict with this ordinance are hereby repealed and same shall be of no further force and effect. 2 CITY OF CLERMONT ORDINANCE N0.588-M SECTION 10. This ordinance shall be published as provided by law, and it shall become law and take effect upon its second reading and Final passage. PASSED AND ORDAINED BY THE CITY COUNCIL OF THE CITY OF CLERMONT, LAKE COUNTY, FLORIDA, ON THIS 13`h DAY OF MAY, 2008. °x.~ arol S. Turville, Jr., ayor ATT~ST: ;~ c4/~/ ~ '' ~~),F' Tracy A~kroyd, City ~~erk 3 CITY OF CLERMONT NON-EXCLUSIVE COMMERCIAL ROLL-OFF SOLID WASTE CONTAINER COLLECTION AND DISPOSAL AGREEMENT THIS AGREEMENT is made and entered into this 13th day of May, 2008, by and between the CITY OF CLERMONT, FLORIDA ("City"), and Waste Services of Florida, Inc., whose address is 3935 Rogers Industrial Park Blvd, Okahumpka, FL 34762 ("Grantee"). RECITALS: WHEREAS, City as a municipal corporation of the State of Florida has the authority and right to regulate the use of public right-of--way and related facilities in conjunction with the commercial activity of the collection and disposal of commercial waste; and WHEREAS, Grantee has requested the City grant to it anon-exclusive franchise right to operate within the incorporated municipal limits of the City of Clermont; and NOW THEREFORE THE PARTIES DO HEREBY AGREE AS FOLLOWS: SECTION 1 DEFINITION. Definitions of terms used in this Ordinance: (a) "Refuse" includes all garbage and other trash generated by citizens of the City and businesses within the City. (b) "Residential Refuse" is that refuse generated by residents of the City. (c) "Commercial Refuse" is that refuse generated by commercial and industrial establishments presently operating in the City and any such establishment which may begin operative during the term of the contract contemplated herein. Multi- family residential maybe considered commercial use. SECTION 2 GRANT OF FRANCHISE. Pursuant to City of Clermont Ordinance No. 588-M the City hereby grants to Grantee, and the Grantee hereby accepts, anon-exclusive right and privilege to operate a refuse collection system in, upon, over and across the present and future streets, alleys, bridges, easements and other public places of the City, for the purpose of collecting commercial refuse, subject to certain limitations hereinafter set forth. SECTION 3 INCORPORATION OF THE ORDINANCE. The Franchise granted hereunder is issued pursuant to and subject to the provisions of the Ordinance No. 588-M as passed on May 13, 2008, hereinafter "the Ordinance". Grantee agrees to comply with all provisions of the Ordinance, as amended from time to time by the City in the lawful exercise of its Police Powers. 1 SECTION 4 COMPLIANCE WITH OTHER FEDERAL, STATE, AND LOCAL REQUIREMENTS. The Grantee agrees to comply with all applicable federal and state laws, rules and regulations. Failure on the part of the Grantee to comply with material requirements of this Agreement, the Ordinance or/and any other local, state or federal law, ordinance, or rule or regulation relating to the collection and disposal of solid waste will result in the cancellation of this Franchise. SECTION 5 INSURANCE INDEMNIFICATION HOLD HARMLESS AND DUTY TO DEFEND. (a) Grantee shall, within five (5) days from the adoption of this ordinance, cause to be written a policy of general liability insurance, insuring it and the City against all claims made by any person or persons for personal injuries or property damage incurred in connection with the performance by Grantee, its servants, agents, and employees, of the services required under this ordinance and the franchise hereby granted, which said policy shall be written within limits of $1,000,000 per person and $3,000,000 per occurrence, and for not less than $100,000 for damages to property per occurrence. In the event that said policy is ever canceled or terminated, Grantee shall notify City immediately with the name and proof of the replacement insurance carrier and policy. (b) Grantee does hereby agree to indemnify, hold harmless and defend City from any and all causes of actions or claims of any kind for damages of any kind, including attorney fees, whether actual or threatened, and related in any matter, directly or indirectly to the Grantee's exercise of any rights granted hereunder, either within or without the City limits. (c) Nothing herein shall be construed or act as a waiver of any sovereign immunity the City may enjoy in accordance with applicable law, the protection of which the City expressly reserves. SECTION 6 LIMITATION OF GRANT OF FRANCHISE. The non-exclusive franchise right granted herein is limited by the Ordinance and shall specifically not include the following to the following: (a) the collection and disposal of all residential refuse; (b) the collection and disposal of all commercial refuse generated by establishments which: (i) utilize twelve (12) or less refuse cans per pick up each, with a capacity not exceeding thirty (30) gallons and/or (ii) require service two or less times per week SECTION 7 SERVICE REOUIREMENTS. 2 Any and all services to be provided hereunder by Grantee shall be performed in accordance with applicable professional standards, this Agreement, the Ordinance, and all Local, State and Federal Laws. In addition thereto, Grantee shall act as follows: (a) All commercial waste to be picked up by Grantee will be stored in standard manufactured, mechanically serviced containers approved by the City. Grantee will supply such containers as needed by customers. Location of containers is subject to City approval. (b) Size of containers and frequency of service will be agreed upon by Grantee and each customer. Minimum container size shall be two cubic feet. Containers will be disinfected a minimum of once per week to remove all noxious and/or obnoxious odors. (c) The rates for each individual customer are to be negotiated between Grantee and each customer it serves. The City and each customer shall be notified of any proposed rate change at least sixty (60) days prior to the effective date of the rate change. (d) Grantee, its agents, servants or employees shall collect refuse collected hereunder in enclosed, standard, packer-type vehicles approved by the City, and shall perform their obligations hereunder in a courteous, workmanlike manner so as not to create a nuisance for any of the residents of the City. All such commercial refuse collected hereunder shall be disposed in a lawful manner. (e) Grantee shall have the sole responsibility for the billing and collection of charges provided hereunder. Billings shall be monthly and payable on or before the 15tH day of the succeeding month. In the event bills are not paid within this time, Grantee shall have the right to discontinue service for non-payment. Nothing herein shall be construed or act as an acknowledgement or guarantee by City of any fees or billings owed to Grantee. (f) Collection shall be made during hours as set forth in a schedule approved by the City. All collection will be made as quietly as possible. SECTION 9 PAYMENT OF FRANCHISE FEE. Grantee shall pay monthly to the City a franchise fee established by separate resolution of the City of Clermont. Grantee shall provide an annual audit report to the City showing gross annual billings and receipts, if requested by the City. Fees to be assessed commencing with the first billing of any customer. In the event services have been provided prior to this agreement, all past due fees calculated from the first billing shall be paid within thirty (30) days of this Agreement. 3 SECTION 10 POSTING OF PERFORMANCE BOND. Within thirty (30) days of the execution of this Agreement, Grantee shall provide to the City, and at all times thereafter shall maintain in full force and effect for the term of this Franchise or any renewal thereof, at Grantee's sole expense, a performance bond with a company and in a form approved by the City, in the amount of one hundred thousand dollars ($100,000), consistent with the requirements of the Ordinance and this Agreement. SECTION 11 TERM, TERMINATION AND ASSIGNMENT. This franchise and this Agreement shall be in full force and effect until May 13, 2009 commencing immediately; and this franchise and contract shall thereafter by automatically renewed from year to year unless terminated by either party upon not less than sixty (60) days written notice sent via U.S. registered or certified mail, return receipt requested, to the other party. This franchise and the contract between the City and Grantee may be assignable to an affiliated company by Grantee after it has first obtained the consent of the City for such assignment. In the event of default of any of the terms of the Ordinance of this Agreement, City may terminate this agreement after providing to Grantee thirty (30) days written notice and an opportunity to cure. SECTION 12 NOTICE, PROPER FORM. Any notices required or allowed to be delivered hereunder or under the Ordinance shall be in writing and be deemed to be delivered when (1) hand delivered to the official hereinafter designated or (2) upon mailing of such notice when deposited in United States Mail, postage prepaid, certified mail, return receipt requested, Federal Express or courier, addressed to a party at the address set forth opposite of the party's name below, or such other address as the party shall specify by written notice to the other party delivered in accordance herewith: City: City of Clermont Attention: City Clerk 685 W. Montrose Street Clermont, FL 34711 Grantee: Waste Services of Florida, Inc. 3935 Rogers Industrial Park Blvd Okahumpka, FL 34762 Attn: District Manager SECTION 13 DISCLAIMER OF THIRD PARTY BENEFICIARIES. This agreement is solely for the benefit of and shall be binding upon the parties hereto and their respective successors in interest. No right or cause of action shall accrue upon, or by reason hereof, to or for the benefit of any person not a party to this Agreement or a successor in interest. 4 SECTION 14 SEVERABILITY. This Agreement is declared by the parties to be severable. SECTION 15 APPLICABLE LAW AND VENUE. This Agreement shall be construed, controlled, and interpreted according to the laws of the State of Florida. Venue for any cause of action hereunder shall be exclusively in Lake County, Florida. SECTION 16 ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the entire agreement between the parties and supersedes all previous discussions, understandings and agreements. Modifications to and waivers of the provisions herein maybe only by the parties hereto and only in writing. IN WITNESS WHEREOF, the parties hereto have hereunder executed this Agreement on the date and year first above written. CITY OF CLERMONT, FLORIDA c By: ~ ~~~ - Mayor Harold S. Turvil e, J . ATTEST: Tracy royd, C~ Clerk GRANTEE: Waste Services of Florida, Inc. r By: Title. i~~Z4~~ ATTEST: Title: 5 PERFORMANCE BOND Bond No. 08912241 KNOW ALL MEN BY THESE PRESENTS, That we, Waste Services of Florida. Inc. as Principal, and the Fidelity and Deposit Company of Maryland , a Maryland corporation, as Surety, subject to the Conditions, Limitations and Exclusions of this Performance Bond, are firmly bound unto City of Clermont 685 W Montrose Street Clermont FL 34711 hereinafter referred to as the Obligee, for such monetary amount as incurred by the Obligee, not to exceed the penal sum of One Hundred Thousand and no/100ths--------------------------- ($ 100.000.00 ), as may be required to remedy any contractual default by the Principal in the performance of that certain written contract between Principal and Obligee dated for Non-Exclusive Commercial Roll-Off Solid Waste Container Collection and Disposal hereinafter referred to as the Contract; for the payment hereof, we bind ourselves, our heirs, executors, administrators and successors, jointly and severally. CONDITIONS The obligation of this Performance Bond shall be null and void unless: (1) the above Contract is in writing, and has been fully executed by both the Principal and the Obligee; (2) the Principal is actually in default under the above Contract, and is declared by the Obligee thereafter to be in default; (3) the Obligee has performed all of the obligations of the Obligee under the above Contract; and (4) the Obligee has provided written notice of the default to the Surety as promptly as possible, and in any event, within ten (10) days after such default. LIMITATIONS AND EXCLUSIONS The Surety, as the sole election and discretion of the Surety, may take any of the following actions (1) With notice to the Obligee, provide financial assistance to the Principal to remedy any contractual default by the Principal; or, (2) Undertake the completion of the above Contract by the Surety, through its agents or through independent contractors; or, (3) Determine the amount for which the Surety may be liable to the Obligee, and as soon as a practicable thereafter, tender payment thereof to the Obligee; or, (4) Pay the full amount of the above penal sum in complete discharge and exoneration of this Performance Bond, and of all liabilities of the Surety relating thereto. If the Surety so elects to act, all payments and expenditures by the Surety shall be applied against the above penal sum and in reduction of the limit of liability of the Surety. - 2- Performance Bond The obligation of this Performance Bond Shall not include liability for loss, cost, damage, fines, penalties or expense (including attorney's fees) from personal injury (including death), or from property damage (including environmental impairment or cleanup), or from any criminal or tortuous act arising out of the performance, default or completion of the above Contract, nor shall the Surety be obligated to provide or maintain any policy undertaking of liability insurance. This bond is for a one year term beginning March 31. 2008 In the event of default by the Principal in the performance of the contract during the term of this bond, the Surety shall be liable only for the direct loss to the Obligee due to actual excess costs of performance of the contract up to the termination of this term of this bond. No suit shall be brought on this bond after 60 days following its termination. Neither non-renewal by the Surety, nor failure or inability of the Principal to file a replacement bond, shall constitute loss of the Obligee recoverable under this bond. The bond may be extended for additional terms at the option of the Surety, by continuation certificate executed by the Surety. Regardless of the number of years that this bond is renewed or continued via Continuation Certificate by the Surety, the liability hereunder shall not be cumulative and shall in no event exceed the penal sum of $ 100. D00.00 The Obligation of this Performance Bond inures solely to the benefit of the obligee. No right of action shall accrue under this Performance Bond to or for the use of any person, firm, corporation, public or private entity other than the obligee. In the event that the Obligee is comprised of more than one person, firm corporation, public or private entity, the conditions, limitations and exclusions of this Performance Bond shall apply jointly and severally to each and all constituents of the Obligee, and the aggregate liability of the Surety to the Obligee shall in no event exceed the above penal sum. The consent of the Surety shall be required with regard to any changes or alterations in the above Contract including, but not limited to, where the cost thereof, added to prior changes or alterations, causes the aggregate cost of all changes and alterations to exceed 10 percent of the original contract price, or where the completion thereof is extended by more than 90 days. No right of action shall accrue under this Performance bond unless demand is brought by suit, action or other legal proceeding commended against the Surety within 60 days after the day that the Principal last performed labor or supplied material for the above Contract. Any and all claims and causes of action (including warranty requirement or the remedy of latent defects) not so commended shall be deemed extinguished and forever barred from action under this Performance Bond. In the event of conflict or inconsistency between the provisions of this Performance Bond and the provisions of the above Contract, the provisions of this Performance Bond shall control, or the obligation of the surety be deemed null and void to the extent of any enlargement or augmentation to the liabilities of the Surety prescribed by this Performance Bond. Signed, Sealed and Dated this 31st day of March 2008 Waste Se es of Florida Inc. 'i Fidelity and Deposit Company of Maryland Principal Surety 1 By: ~ ti ~- By: .. David ensen Attorney-in-Fact ACORDTM CERTIFICATE OF LIABILITY INSURANCE page 1 of 2 05/22/2008 PRODUCER 877-945-7378 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Willis North America, inc. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 26 Century Blvd. ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. P. O. Box 305191 Nashville, TN 372305191 INSURERS AFFORDING COVERAGE NAIC# INSURED waste Services of Florida, Inc. INSURERA:Illinoia National Ins. Co. 23617-001 5002 T Rex Blvd., Suite 200 FL 33431 INSURER B: ACS Propert & Casualty Ins. Co. 20699-001 Boca Raton, INSURERC:New Hampshire insurance Company 23841-001 INSURER D: INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR DD' POLICY EFFECTIVE POLICY EXPIRATION LTR NSR TYPE OF INSURANCE POLICY NUMBER DATE MM/DD/YY DATE MM/DDIYY LIMITS A GENERAL LIABILITY GL1595665 12~1~2007 12~1~2008 EACH OCCURRENCE $ 2 QQQ QQQ X COMMERCIAL GENERAL LIABILITY PREMISES Ea oNcurence $ 300 00~ CLAIMS MADE ~ OCCUR MED EXP (Any one person) $ cj Q 0 0 Q PERSONALBADV INJURY $ 2 QQQ QQQ GENERAL AGGREGATE $ lO QQQ QQQ GEN'LAGGREGATELIMITAPPLIESPER: PRODUCTS-COMP(OPAGG $ 4 QQQ OOO PRO- POLICY JECT LOC A AU TOMOBILE LIABILITY CA1607228 12~1~2007 12~1~2008 COMBINED SINGLE LIMIT (Ea accident) $ 2 r 000 ~ 0~0 }[ ANY AUTO ALL OWNED AUTOS BODILY INJURY SCHEDULED AUTOS (Per person) $ HIRED AUTOS BODILY INJURY $ NON-OWNED AUTOS (Per accident) PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: qGG $ $ EXCESSIUMBRELLA LIABILITY XOOG2388608A 12~1~2007 12~1~2008 EACH OCCURRENCE $ 5 QQQ QQQ X OCCUR ~ CLAIMS MADE AGGREGATE $ Cj QQQ Q Q Q DEDUCTIBLE $ ~{ RETENTION $ 25 QQ $ L+ WORKERS COMPENSATION AND ' WC5144873 12/1/2007 12/1/2008 X TORY LIMITS OER EMPLOYERS LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ 2 QQQ QQQ OFFICERlMEMBER EXCLUDED? E.L. DISEASE-EA EMPLOYEE $ 2 QQQ QQQ If yes, describe under SPECIAL PROVISIONS below E.L. DISEASE -POLICY LIMIT $ 2 Q Q Q Q Q OTHER DESCRIPTION OF OPERATIONS/LOCATIONSNEHICLESIEXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS (;AI t I1ULUtK City of Clermont Attn: Denise Noak P.O. Box 120219 Clermont, FL 34712-0219 ACORD2512001/081 Co11:2363515 TnL•704990 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 3 ~ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR :10744799 nACORD CORPORATION 1988 Page 2 of 2 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD25(2001/08) Co11:2363515 Tp1:704990 Cert:10744799 Power of Attorney FIDELITY AND DEPOSIT COMPANY OF MARYLAND KNOW ALL MEN BY THESE PRESENTS: That the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, a corporation of the State of Maryland, by THEODORE G. MARTINEZ, Vice President, and ERIC D. BARNES, Assistant Secretary, in pursuance of authority granted by Article Vl, Section 2, of the By-Laws of said ny, which are set forth on the reverse side hereof and are hereby certified to be in full force and effect on the d ereby nominate, constitute and appoint Maryann CARAFELLO, Terry CRULL, Davi ~~',~~~- nd I AICH and Ethan BAKER, all of Phoenix, Arizona, EACH its true and lawfu ~y i c~ cute, seal and deliver, for, and on its behalf as surety, and as its act and de U and s, and the execution of such bonds or undertakings in pursuance of t e s r~ e i r ompany, as fully and amply, to all intents and purposes, as if the ~ ecut by the regularly elected officers of the Company at 0 its office in Baltimo ?~~}} th ~ power of attorney revokes that issued on behalf of Maryann CARAFELLO, Ten~r~~ ~I randy Lee BAICH, dated August 13, 2007. The said Assistant e~y certify that the extract set forth on the reverse side hereof is a true copy of Article VI, Section 2, of the By- s said Company, and is now in force. IN WITNESS WHEREOF, the said Vice-President and Assistant Secretary have hereunto subscribed their names and affixed the Corporate Seal of the said FIDELITY AND DEPOSIT COMPANY OF MARYLAND, this 11th day of January, A.D. 2008. ATTEST: 'gyp 9EPOS~i ~- ~ +`A"Oj~,fo 0 ...» e Y1 ~ ~~ T ~ Mwttl~ State of Maryland 1 ss: City of Baltimore f FIDELITY AND DEPOSIT COMPANY OF MARYLAND Eric D. Barnes Assistant Secretary ~'~ _ f i' ~l ~ // By: Theodore G. Martinez On this 11th day of January, A.D. 2008, before the subscriber, a Notary Public of the State of Maryland, duly commissioned and qualified, came THEODORE G. MARTINEZ, Vice President, and ERIC D. BARNES, Assistant Secretary of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, to me personally known to be the individuals and officers described in and who executed the preceding instrument, and they each acknowledged the execution of the same, and being by me duly sworn, severally and each for himself deposeth and saith, that they are the said officers of the Company aforesaid, and that the seal affixed to the preceding instrument is the Corporate Seal of said Company, and that the said Corporate Seal and their signatures as such officers were duly affixed and subscribed to the said instrument by the authority and direction of the said Corporation. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my Official Seal the day and year first above written. `~,,,, ~ n nn,,,, ;'~'~~~~;ai':', ~ : , •,,. :' .i , A ~ ~.~~ Constance A. Dunn Notary Public My Commission Expires: July 14, 2011 POA-F 012-5443 EXTRACT FROM BY-LAWS OF FIDELITY AND DEPOSIT COMPANY OF MARYLAND "Article VI, Section 2. The Chairman of the Board, or the President, or any Executive Vice-President, or any of the Senior Vice-Presidents or Vice-Presidents specially authorized so to do by the Board of Directors or by the Executive Committee, shall have power, by and with the concurrence of the Secretary or any one of the Assistant Secretaries, to appoint Resident Vice-Presidents, Assistant Vice-Presidents and Attorneys-in-Fact as the business of the Company may require, or to authorize any person or persons to execute on behalf of the Company any bonds, undertaking, recognizances, stipulations, policies, contracts, agreements, deeds, and releases and assignments of judgements, decrees, mortgages and instruments in the nature of mortgages,...and to affix the seal of the Company thereto." CERTIFICATE I, the undersigned, Assistant Secretary of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, do hereby certify that the foregoing Power of Attorney is still in full force and effect on the date of this certificate; and I do further certify that the Vice-President who executed the said Power of Attorney was one of the additional Vice-Presidents specially authorized by the Board of Directors to appoint any Attorney-in-Fact as provided in Article VI, Section 2, of the By-Laws of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND. This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the Board of Directors of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at a meeting duly called and held on the 10th day of May, 1990. RESOLVED: "That the facsimile or mechanically reproduced seal of the company and facsimile or mechanically reproduced signature of any Vice-President, Secretary, or Assistant Secretary of the Company, whether made heretofore or hereafter, wherever appearing upon a certified copy of any power of attorney issued by the Company, shall be valid and binding upon the Company with the same force and effect as though manually affixed." IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed the corporate seal of the said Company, ~~,,(( ~. this " l ~- day of /~~~ ~~~. s~?~ '~C~ (, J Assistant Secretary AN rng rot:gress ve WUstc:Solutions November 1,2013 RE: f<.. u• Dear Customer: As a valued customer of either Waste Services of Florida, Inc ("WSI") or the Choice Environmental family of companies ("Choice") this letter is being sent to make you aware of WSl's recent name change to Progressive Waste Solutions of FL, Inc. and the ultimate combination of Choice into Progressive Waste Solutions of Fl.,Inc. Waste Services of Florida, Inc., the owner of the Choice family of companies, recently changed its name to Progressive Waste Solutions of FL, Inc. This was solely a name change and there is no change to any other information, management or local service operation. Your contact person remains the same as well as all contact information for your local service provider. You will begin to see the Progressive Waste Solutions of FL,Inc. name and logo on our collection vehicles and equipment as well as on your invoices and correspondence. We ask that you please update your records accordingly with our new name. Please contact your local office should you have any questions. We thank you for the opportunity to service your waste and recycling needs. Sincerely, Progressive Waste Solutions of FL, Inc.