TEMPORARY REVOCABLE LICENSE AGREEMENT FOR USE OF TRANSFER STATIONDocusign Envelope ID: 40.150278-FD46-8AC6-8328-6C5A9BD9A654
TEMPORARY REVOCABLE LICENSE AGREEMENT
FOR USE, OF TRANSFER STATION
BY AND BETWEEN THE CITY OF CLEARWATER, FLORIDA
AND WASTE CONNECTIONS OF FLORIDA., INC.
This. Temporary Revocable License Agreenientfor Use of Transfer Station (this "Agreement")
is made as of this g fh day of p4 -em bet- , 2026 (the "Effective Date"), by and between
the CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation (the "City"), and
WASTE CONNECTIONS OF FLORIDA, INC:, a Delawarecorporation ("Waste Connections") (the
City and Waste Connections are collectively the `Parties" and individually each a "Party").
WITNESSET
WHEREAS, the Pinellas County Waste-to,Energy Facility is undergoing repairs and
temporary transfer arrangements ate needed to maintain the movement and disposal of the City's
solid waste; and
WHEREAS, Waste. Connections has agreed to temporarily 'undertake the responsibilities of
transporting and disposing of the. City's solid waste; and
WHEREAS, Waste Connections requires access to the City's solid waste transfer station
located at 1005 Old Coaclunan Road, Clearwater, Florida 33765 (the "Station" in order to fulfill the
aforementioned responsibilities and the City is willing, to provide said aeOeSs.
:NOW, THEREFORE, in consideration of the mutual premises and covenants contained
herein, the Parties hereby agree as fellows:
1. Recitals. The recitals set forth above are true and cornet and are incorporated herein and
made a partof this Agreement,
2. Purpose, Authorized Activities, and Term. The City grants Waste Connections a
nonexclusive revocable license for access and use of the Station solely to receive, stage, unload, load,
transfer, and transport acceptable solid waste the "Activities") for a period of ninety (90) days from
the Effective Date or until the Pinellas County Waste -to -Energy Facility is fully operational again,
whichever occur s later (the "Term"). Waste Connections may not use the Station for any other
purpose or allow access to any subcontractor unless the City first approves such use or action in
writing. The City shall be responsible forloading the vehicles provided by Waste Connections at the
Station, Waste Connections shall be'responsible for delivering the Class 1 Waste described below from
the Station to a licensed and.permitted landfill. The solid 'waste materials, to be collected and disposed
of by Waste Connections pursuant to this Agreement consist of all solid waste generated or colleted
by City at the Station (the "Waste Materials"); provided,however, that the term Waste Materials
specifically excludes and City agrees not to deposit hi Waste Connections' equipment or place for
collection by Waste Connections or its hauler(s) any radioactive, volatile, corrosive, highly
flammable, explosive, biomedical, infectious, :biohazardous, toxic or hazardous material as defined
by applicable federal, state or local laws or regulations, or any material that Contractor determines
causes or co Id cause damage to Waste anmectionS' or its hauler's trucks or equipment or create a
risk of injury ("Excluded Waste"). Waste Connections shall acquire title to the Waste Materials when
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Docusign Envelope ID:40150278-FD46-8AC6-8328-6C5A9BD9A654
they are loaded into Waste Connections' or its hauler's truck(s). Title to and liability for any Excluded
Waste shall remain with City.
3. Suspension, Termination, and Vacation of Station. The City may immediately limit,
suspend, or terminate Waste Connections' access when reasonably necessary for safety, regulatory
compliance, Station operations, an emergency, capacity constraints, or a breach of this Agreement by
Waste Connections. Either Parry may otherwise terminate this Agreement upon providing thirty (30)
days' written notice. Waste Connections shall promptly remove its vehicles, equipment, personnel,
and materials upon request of the City or expiration, suspension, or termination of this Agreement.4.
4. Operations and Coordination. Waste Connections shall comply with the Station's posted
and written riles,traffic controls, operating hours,queueing procedures, load limits, scale procedures,
and directions of City personnel. Access is limited to Monday through Friday from 6:00 a.m. to 4:30
p.m. Waste Connections is solely responsible for dispatch, routing, drivers, safe maneuvering,
securing loads, spill response, and transportation from the Station to a lawfully authorized disposal
facility. The forgoing notwithstanding,the City shall be responsible for loading the vehicles provided
by Waste Connections at the Station.
5. Waste Restrictions and Compliance. Waste Connections shall be loaded by the City with,
and deliver only Class I waste. Waste Connections shall not be loaded with or deliver hazardous
waste, biomedical waste, radioactive material, friable asbestos, regulated special waste, hot loads,
liquids, batteries, tires, or other prohibited material. Waste Connections shall comply with all
applicable federal, state, county, and municipal laws, permits, environmental requirements, vehicle
requirements, and safety standards. Waste Connections and its subcontractors shall also maintain all
licenses and approvals necessary to complete the Activities.
6. Records. Waste Connections must submit all scale tickets, manifests, load records, invoices,
and supporting documentation to Pinellas County. Waste Connections shall comply with all Florida
public records laws, where applicable.
7. Condition of Station; Assumption of Risk. Waste Connections acknowledges that the
Station's operations involve uneven or changing surfaces, ramps, curbs, bollards, gates, compactors,
loaders, scales, debris, traffic congestion, limited clearances, blind spots, overhead conditions, odors,
dust, liquids, shifting loads, and heavy-equipment movement. Waste Connections has inspected, or
has had the opportunity to inspect, the Station and accepts access and use"AS IS, WHERE IS,WITH
ALL FAULTS." The City makes no representation or warranty concerning the Station's condition,
fitness, capacity, uninterrupted availability, compatibility with any vehicle or equipment, or
suitability for Waste Connections' intended operations.
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Docusign Envelope ID:40150278-FD46-8AC6-8328-6C5A9BD9A654
8. RELEASE; WAIVER OF CITY LIABILITY FOR VEHICLES AND EQUIPMENT.
TO THE FULLEST EXTENT PERMITTED BY LAW, WASTE CONNECTIONS, FOR ITSELF
AND ITS INSURERS, WAIVES, RELEASES, AND DISCHARGES THE CITY, ITS OFFICIALS,
OFFICERS, EMPLOYEES, AGENTS, AND VOLUNTEERS FROM ALL CLAIMS, DEMANDS,
LOSSES, COSTS, AND CAUSES OF ACTION FOR LOSS OF OR DAMAGE TO WASTE
CONNECTIONS' OR ITS SUBCONTRACTORS' VEHICLES, TRAILERS, CONTAINERS,
COMPACTORS, TOOLS, CARGO, AND OTHER EQUIPMENT ARISING OUT OF OR
RELATING TO ACCESS TO OR USE OF THE STATION OR THE ACTIVITIES. THIS
RELEASE DOES NOT APPLY TO THE EXTENT A CLAIM RESULTS FROM THE CITY'S
NEGLIGENCE OR WILLFUL MISCONDUCT, OR TO THE EXTENT THE RELEASE IS
OTHERWISE PROHIBITED BY APPLICABLE LAW. THE CITY SHALL NOT BE LIABLE FOR
LOSS OF USE, DELAY, TOWING, BUSINESS INTERRUPTION, LOST PROFITS,
DIMINUTION IN VALUE, OR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY,
PUNITIVE, OR CONSEQUENTIAL DAMAGES. NOTHING HEREIN SHALL BE CONSTRUED
AS CONSENT BY THE CITY TO BE SUED BY THIRD PARTIES, OR AS A WAIVER OR
MODIFICATION OF THE PROVISIONS OF SECTION 768.28, FLORIDA STATUTES OR THE
DOCTRINE OF SOVEREIGN IMMUNITY AS TO THE CITY. THE FORGOING
NOTWITHSTANDING, THIS RELEASE AND ITS LIMITATIONS DOES NOT APPLY TO THE
EXTENT THE CLAIM RESULTS FROM THE CITY'S LOADING ACTIVITIES OF THE
VEHICLES OR TRAILERS PROVIDED BY WASTE CONNECTIONS OR ITS
SUBCONTRACTORS FOR THE TRANSPORTATION OF THE MATERIALS UNDER THIS
AGREEMENT.
9. Indemnification. To the fullest extent permitted by law, Waste Connections shall defend,
indemnify, and hold harmless the City, its officials, officers, employees, agents, and volunteers from
and against claims, liabilities, damages, losses, penalties, fines,judgments, and reasonable attorneys'
fees and costs arising out of or relating to: (a) Waste Connections' or its subcontractors' Activities;
(b) injury to or death of any person; (c) loss of or property damage, including Waste Connections'
vehicles and equipment, unless the property damage is a result of the City's loading of the vehicles
and trailers provided by Waste Connections or its subcontractors; (d) a spill, release,prohibited load,
or environmental condition caused or introduced by Waste Connections; or (e) Waste Connections'
breach of this Agreement or violation of law, except to the extent finally determined to have been
caused by the City's negligence or willful misconduct. This obligation is not limited by insurance and
survives expiration or termination. Waste Connections shall not settle any claim imposing liability,
admission, payment, or nonmonetary obligation on the City without the City's prior written consent.
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Docusign Envelope ID:40150278-FD46-8AC6-8328-6C5A9BD9A654
10. Damage to City Property; Cleanup. Waste Connections is responsible for all damage to the
Station or other City property caused by its negligence or willful misconduct, ordinary wear and tear
excepted. Waste Connections shall immediately report any collision, spill,release, injury, or property
damage; contain and clean any spill or debris; and restore affected property to the City's reasonable
satisfaction. If Waste Connections does not promptly perform required work, the City may perform
it and invoice Waste Connections for its reasonable costs. Notwithstanding the foregoing, City
warrants that City's pavement, curbing or other driving surface or any right of way reasonably
necessary for Waste Connections to provide the services described herein are sufficient to bear the
weight of all of Waste Connections' or its hauler's equipment and vehicles reasonably required to
perform such services. Neither Waste Connections nor its hauler(s)will be responsible for damage to
any such pavement, curbing, driving surface or right of way, and City agrees to assume all liabilities
for any such damage, which results from the weight of Waste Connections' or its hauler's vehicles
providing service at City's Station.
11. Remedies for Material Default. In the event of a material default, the non-defaulting party
may pursue any and all legal or equitable remedies to which the non-defaulting party is entitled,
including an action for declaratory or injunctive relief. The non-defaulting party will have all other
rights granted under this Agreement and all rights at law or in equity that may be available to it. This
section shall survive the termination of this Agreement.
12. Notice. Unless specifically provided otherwise in this Agreement, all notices, requests,
demands, claims, and other communications hereunder shall be in writing and may be (i) personally
delivered; (ii) sent via certified or registered mail,postage prepaid; or(iii) sent via overnight courier.
If provided by personal delivery, receipt will be deemed effective upon delivery. If sent via certified
or registered mail, receipt will be deemed effective three (3) calendar days after being deposited in
the United States mail. If sent via overnight courier,receipt will be deemed effective two(2) calendar
days after the sending thereof. Notices shall be sent to the Parties at their addresses set forth below:
If to the City of Clearwater: With a copy to:
City of Clearwater City of Clearwater
P.O. Box 4748 P.O. Box 4748
Clearwater, Florida 33758 Clearwater, Florida 33758
Attention: City Manager Attention: City Attorney
If to Waste Connections:
Waste Connections of Florida, Inc.
1032 County Road 529
Lake Panasoffkee, FL 33538
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Docusign Envelope ID:40150278-FD46-8AC6-8328-6C5A9BD9A654
Attention: Kurt Salac
With Copy To:
Waste Connections US, Inc.
Attention: Legal Department
3 Waterway Square Place, Suite 110
The Woodlands, Texas 77380
13. Insurance. Waste Connections shall be required to maintain, at its cost,the following policies
of insurance with the following limits, maintained with a carrier having an AM Best Rating of A-VII
or better, with coverage on an occurrence basis or, if unavailable, on a claims-made basis with a
minimum three (3)year tail following termination or expiration of this Agreement, and naming City
as an additional insured on the policies. Certificates of insurance shall be provided to the City within
thirty (30) days of the commencement of the Term and annually thereafter. The insurance limits set
forth below may be achieved by a combination of primary and umbrella/excess liability policies. Such
policies shall provide thirty(30)days' written notice to the City prior to any cancellation, nonrenewal,
termination, material change, or reduction in coverage, and shall be primary and non-contributory for
Waste Connections' negligence.
(a) Commercial General Liability Insurance coverage, including but not limited
to, premises operations, products/completed operations, products liability, contractual liability,
advertising injury, personal injury, death, and property damage in the minimum amount of One
Million Dollars and 00/100 Cents ($1,000,000.00) per occurrence and Two Million Dollars and
00/100 Cents ($2,000,000.00) general aggregate.
(b) Commercial Automobile Liability Insurance coverage for any owned, non-
owned, hired or borrowed automobile is required in the minimum amount of One Million Dollars
and 00/100 Cents ($1,000,000.00) combined single limit.
(c) Workers' Compensation Insurance and Employer's Liability Insurance with
Workers' Compensation limits in statutory amount, unless waived by the State of Florida and proof
of waiver is provided to the City, and Employer's Liability Insurance in the minimum amount of
One Million Dollars and 00/100 Cents ($1,000,000.00) each employee each accident, One Million
Dollars and 00/100 Cents ($1,000,000.00) each employee by disease, and One Million Dollars and
00/100 Cents ($1,000,000.00) disease policy limit. Coverage must be applicable to employees,
contractors, subcontractors, and volunteers, if any.
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Docusign Envelope ID:40150278-FD46-8AC6-8328-6C5A9BD9A654
14. Personnel and Safety. Waste Connections is solely responsible for the selection, training,
supervision, conduct, and safety of its employees, drivers, agents, and subcontractors. All personnel
must use required personal protective equipment and comply with applicable OSHA requirements
and the City's site-specific safety riles. The City may remove or deny access to any person or vehicle
that it reasonably determines presents a safety, security, or operational risk.
15. Independent Contractor; No City Control. Waste Connections is an independent
contractor and retains exclusive control over the means and methods of its operations, personnel,
vehicles, and equipment. Nothing creates an employment, agency,partnership,joint venture, or third-
party beneficiary relationship. City directions concerning access, traffic, safety, and Station
coordination do not transfer operational control or responsibility to the City.
16. Entire Agreement. This Agreement, any exhibits, and any other documents executed in
connection with this Agreement, constitute and express the entire agreement of the Parties hereto
and no agreements, warranties, representations, or covenants not herein expressed shall be binding
upon the parties.
17. Captions. Captions appearing before sections and articles in this Agreement have been
inserted solely for the purposes of convenience and ready reference. They do not purport to, and
shall not be deemed to, define, limit or extend the scope or intent of the section or articles to which
they pertain.
18. No Partnership or Joint Venture. Nothing herein contained is intended or shall be
construed in any way to create or establish the relationship of partners or a joint venture between the
Parties.
19. Good Faith. It is agreed that both Parties shall perform their respective duties under the
terms of this Agreement in good faith.
20. No Real Property Interest Conveyed. The Parties agree that this Agreement shall only be
construed as a revocable license agreement and does not sell, convey, transfer, or assign any real
estate or other interest in the Station to Waste Connections. Should any provision of this Agreement
be declared by a court of competent jurisdiction to be inconsistent with the Parties intent for this
Agreement to be a revocable license agreement, such provision shall be modified or stricken from
this Agreement and shall not affect the validity of this Agreement as a whole, or any part thereof other
than the part declared to be inconsistent.
IN WITNESS WHEREOF,the Parties have set their hands and their respective seals affixed
as of the date and year first above written.
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Docusign Envelope ID:40150278-FD46-8AC6-8328-6C5A9BD9A654
(CITY OF CLEARWATER SIGNATURE PAGE)
CITY OF CLEARWATER, FLORIDA,
a Florida municipal corporation.
f,-Signed by:
By: 695€G€€€4�€aA48 .
Jennifer Poirrier
City Manager
Date: September 4, 2026
DS
Approved as to form: Attest:
Signed by: p QocuSigned by:
3�G��a?�2.6�4,�-B...t' fi296D5FE9FF
Matthew J. Mytych, Esq. Rosemarie Call
Assistant City Attorney City Clerk
Date: September 4, 2026 Date: September 6, 2026
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Docusign Envelope ID: 40150278-FD46-8AC6-8328-6C5A9BD9A654
(WASTE CONNECTIONS SIGNATURE PAGE)
Waste Connections of Florida, Inc.,
a Delaware corporation.
By: -0- Ei‘
Print name: /nA-itgr otro
Title: Qrv►'sio„ V • sI0sti.r
Date:. 714'
STATE OF FLORIDA )
Semt nd IR_
COUNTY OF PfNE )
The foregoing instrument was acknowledged before me by means physical presence or online
by f1f1G1 tA) 14CaroiQ as
is/are personally known to me or
notarization, this (3 day of Se(7 m be( , 2026
DvtsioY\ vtCe Qf€Stdem-of Waste Connections of Florida, Inc. who
1/who has/have produced a driver's license as identification.
(NOTARIAL SEAL)
Notary Public State of Florida
Sarah Baize
My Commission HH 617594.
Expires 12/3/2028
8
4919-9457-7101, v. 1
Notary Public, State of Florida
Name of Notary: lira:h tze-
My Commission Expires:. t -I' 3I &03 -
My Commission No:: A-1:4-1 (p (16q
Docusign Envelope ID: 40150278-FD46-8AC6-8328-6C5A9BD9A654
Exhibit "A"
NO COERCION FOR LABOR OR SERVICES AI"1lSTATION
Pursuant to Section 787.06(13), F.S., this form must be completed by, an officer or representative of
a nongovernmental entity when a contract is executed, renewed, or extended between the
nongovernmental entity and a governmental entity.
Waste Connections of Florida, Inc. does not use coercion for labor or services as defined in Section
787.06, F.S.
Under penalty of perjury, I declare that I have read the foregoing statement and that the facts stated
in it are true and correct.
•
Signature:
Printed Name: fileatf (.1 for
Title: A vision Vic r ,rer► 7
Date: 9/0 �.
STATE OF FLORIDA )
Ser noVe
COUNTY OF PINELLAS )
The foregoing instrument was acknowledged before me byineans physical presence or online
notarization, this day of SeCACM10elr , 2026 by• incti1ew littaYblck. , as
D\V$10Y' Vk P(sIdeM of Waste Connections of Florida, Inc. who is/are personally known: to me or
who has/have produced a driver's license as identification:
•
(NOTARIAL SEAL)
Notary Public State of Florida
Sarah Baize
My Commission HH 617594.
Expires. 12/3/2028 ,
4
• Notary Public, Staof Florida
Name of Notary:. aro,h
My Commission Expires: ka C fai
My Cominission No:: -H (91759.
4919-9457-7101, v. 1