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Home My WebLink About2021-125AAGREEMENT FOR WASTE GENERATION STUDY This Agreement for Waste Generation Study ("Agreement') is entered into on September 28, 2021 by and between HI -TECH TRANSPORT ELECTRONICS, INC. dlbla AIR -WEIGH, whose address is 1730 Willow Creek Circle, Suite 100, Eugene, OR 97402 ('AIR -WEIGH"); KESSLER CONSULTING, INC., whose address is 14620 North Nebraska Avenue, Suite D, Tampa, FL 33613 ("KCL'); and WASTE MANAGEMENT INC. OF FLORIDA, whose address is 4310 771h Street Vero Beach, FL 32967 ('WMIF'). RECITALS WHEREAS, INDIAN RIVER COUNTY, FLORIDA (the "COUNTY") has entered into an agreement with KCI to perform a waste generation study (the'Study") to measure waste generated by commercial businesses in the COUNTY; and WHEREAS, In order to facilitate the Study, the COUNTY requires two (2) on -board truck scales known as the 'AWJaigh BinMaxx Front End Loader Scale° (the 'Scale or 'Scares'), said Scales described in Exhibit'A" attached hereto; and WHEREAS, the COUNTY purchased the Scales from AIR-WEfGH, and the Scales shall be Installed, by AIR-VVEIGH's employees, representatives or agents, on two (2) of WMIF's front end load trucks (the 'FEL trucks' located at 4310 77m Street, Vero Beach, FL 32967 (the "Premises'); and WHEREAS, the Scales will provide to the COUNTY information regarding load weights. GPS locations of pickups, and dates and times of pickups (the'Information"); and WHEREAS, WMIF has agreed with KCI, AIR -WEIGH and the COUNTY to participate in the Study, under the specific terms and conddions described herein. NOW THEREFORE, In consideration of the foregoing recitals and other good and valuable consideration, the parties hereto agree as foRows: 1. Installation of Scales: WMIF and AIR-WEJGH wIN jointly determine, with the collaboration of the COUNTY, when the Scales wig be installed on the FEL trucks. The Scales will be installed by employees, representatives or agents of AIR -WEIGH, on FEL trucks parked at WMIF's Premises, with oversight by WMIF. 2. Duration of Study: The Study may be initiated at any time after execution of this Agreement and shall terminate no later than May 1, 2022, at which time all Scales and equipment will have been removed from the FEL trucks, unless it is mutually, agreed by the parties to extend the duration of the Study_ WMIF will provide written notice to AIR -WEIGH to remove the scales and the Scales will be removed by AIR -WEIGH or its agents within ten (10) days. 3. Compatibility with WWF Software and Other Systems: AIR -WEIGH guarantees the Scales will not be connected to nor interfere with the software systems installed on the FEL trucks, and will not interfere with tate safe operation of the FFI_ trucks. 4. ConfidentiatritylSharing of Infomaation_ AIR -WEIGH and KCI shall keep all the Information confidential, shall not share it with any thirst parties other than the COUNTY for purposes of the Study, and shall provide the Information to WMIF at the time it is provided to COUNTY_ The parties understand that the Information provided to the County will become public records pursuant to Chapter 118, Fla. Stat. b. Patents and Trade Secrets: AIR -WEIGH and KCI agree that, except as required by law or by KCI's agreements with the COUNTY, they will not, at any time, make any outside use of, or disclose to any other person or artion (outer than the COUNTY), any information, whather patentable or not, regarding plans, programs, facilities, processes, products, costs, equipment, operations, or customers of WMIF, that comes within the knowledge of AIR -WEIGH or KCI In the performance of the work hereunder but excluding any information that is already in the public domain, is exempt under Florida public information statutes, or subject to disclosure under 'ANIF's franchise agreement with the COUNTY. 6. Inde:nn#icatkm: AIR -WEIGH agrees to defend, hold harmless and indemnify WMIF, and all of its Affiliates (as defined below), and all of their respective officers, directors, and employees, against and for all liabilities, costs, expenses (including attorneys' fees and expenses of investigation), claims, losses and damages that VNRAIF may at any Ume suffer, sustain, or become liable for by reason of any accidents, damages or injuries (including injuries resulting in death), to the persons or property or both, of AIR -WEIGH, WMIF, or employees or agents of either party, or to any other third parties, in any manner caused by or resulting from AIR WE IGH's breach of this Agreement or acts or failures to act by AIR -WEIGH or its employees or agents related to the performance of this Agreement KCI agrees to defend, hold harmless and unconditionally indemnify VVMIF, and all of its Affiliates (as defined below), and all of their respective officers, directors, and employees, against and for all liabilities, costs, expenses (MckX tg attorneys' fees and expenses of investigation), claims, losses and damages that WIAIF may at any tittle suffer, sustain, or become liable for in any manner caused by or resulting from KCI's breach of Paragraphs 4 and 5 of this Agreement 7. Qarnage to N*%Ws FEL Trucks, Software or Equipment: In the event any activities of A1R- WEIGH's employees, visitors or agents related to the installation of the Scales cause damage to VYMIF`s FEL trucks or other property of V MIF, then AIR -WEIGH agrees that WMIF may take all necessary measures to correct such damage and AIR -WEIGH shall promptly pay all reasonable costs incurred by WMIF in malting such corrections or repairs. S. insurance to be Provided by AIR -WEIGH: AIR -WEIGH agrees at all times during this Agreement to maintain in full force and effect E=mployer's Uabllbty, Workers' Compensation, Public Liability and Property Damage insurances, including contractual liability coverage, for the above hold harmless provisions, and other Insurance as specified by WMIF. All such policies shall be endorsed to VVhAlF, and all of its Affiliates, as additional irm ireds, and such insurance shall be by insurers and for policy Csmits acceptable to WMIF and provided to WMEF before commencement of work hereunder. AIR- WMGH agrees to furnish WMIF certificates of insurance or other evidence satisfactory to WMIF to the effect that such Insurance has been procured and is in force. The certificate of insurance shall accurately reflect the insurance coverages, including any and all Iimitafions, exclusions, and restrictions, and provide that in the event of cancellation or material change in a policy affecting the certificate holler, thirty (30) days' prior written notice shall be given the certificate holder. As used above, the term "AMiates' means any corporation, partnership or other recognized entity that directly, or indirectly, controls, or is controlled by, or is under common control with WMIF. For the purpose of this Agreement. AIR -WEIGH shall cavy the following types of insurance in at least the limits specified below (which may be a combir+abion of primary and excess coverage): 2 COVERAGES vlbrfcers' compensation Employers` Liability General Liability, including 9oduy lryury, Property A Contractual Liability Automobile Liability. inck4ng sotti+yr Injury and Property Damage LIMTS OF LIABILITY $1,000,000 each occurrence $1,000.000 each occurrence, $2,000,000 aggregate $1.000,000 each occurnence 9. ConViiance with laws: in the performance of Its work hereunder, AIR -WEIGH agrees to comply, and instruct its representatives and agents to com*, with all app§c" federal, state, provincial and local laws and ordutasces,, and all hawful orders, rules, and regulations of any constituted authority, including, but not limited to, social security and income tax withholding lows, employment crxripensation laws, environmental, safety, and health laws_ 10. Permits and Training: AIR-WE3GH represents arid warrants that it has all necessary permits, limnses, and other forms of documentation, and its personnel and agents have received all necessary ming, including; but not knited to, health and safety training, nequtred to perlorm services hereunder, and, upon request of WMW, AIR -WEIGH shall furnish copies and/or evidence Vured to WMIF. 11. Severability: The invalk ty or unenfor+ mWilty of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement 12 Termination and Survival: WMIF, for ft convenience, may terminate this Agreerrment on thirty (30) stays' notice. WMIF shatl not be responsible for lost profits, lost revenues, the cost of 'winding down' or any other expense AIR-VNEIOH or KCI may incur as a result of the termination hered The terms and provisions of Paragraphs 3, 4, 5 and 8 shall survive the termhm Pion or expiration of this Agreement for a period of three (3) years. HI CH ��y�2ApN��SPORT TRONICS, INC. WASTE MANAGEMENT INC. OF FLORIDA Print Name: 4 /.-iz I&Ay f s� Print Name: Lisa P. Silva Title: All /° J -144T IA041 ,c4 Trtk: Assistant Secretary gate 9'a y-.Z.o2l Date: September 29, 2021 KESSLE LT1NG, INC. 5 By: Print Name: ht#dm Ke5er Title. President Date: 29 September 2021 BOARD OF COUNTY COMMISSIONERS September 29, 2021 Kasey C. Godwin, District Manager Waste Management Inc. of Florida 4310 77th Street Vero Beach, Florida 32967 Via email: kgodwinl@wm.com RE: Air -Weigh Scale System Technology Dear Mr. Godwin, Copy to: Waste Management Inc. of Florida Legal Department 2700 Wiles Road Pompano Beach, FL 33073 Via email: Isilva3@wm.com The Indian River County Solid Waste Disposal District ("SWDD") has requested that Waste Management Inc. of Florida ("WMIF") allow the temporary installation of Air -Weigh Scale System Technology ("Scale System") on Waste Management front-end load vehicles. The purpose of the Scale System is to collect weight information from commercial customers within the franchise area and help facilitate a waste generation study that is being perfonned by Kessler Consulting, Inc. (as explained in the attached Agreement for Waste Generation Study dated September 28, 2021). Per section 11.14.1.3 of the Solid Waste and Recyclables Collection Franchise Agreement between SWDD and WMIF, SWDD releases WMIF from all liability related to carrying the Scale System on its vehicles. Sin y, JasoE. rown, County ministrator Cc: Dylan Reingold, County Attorney Matt Jordan, Interim Director of Utility Services Kristin Daniels, Budget Director Himanshu H. Mehta, SWDD Managing Director Ron Jones, Assistant SWDD Managing Director Deborah A. Perez, Government Affairs Manager OFFICE OF THE COUNTY ADMINISTRATOR INDIAN RIVER COUNTY 1801 271h Street, Vero Beach, Fl. 32960-3388 PHONE: 772-226-1408