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CASSEL11ERRY CITY COMMISSION Minutes of August 24, 2020 — Regular Meeting Page 9 of 15 company GFL Environmental, Inc. and concerns that there was no guarantee that the acquiring company's management would provide the same financial resources or the service philosophy that WCA set out in the RFP (Request for Proposal) and the City would essentially be awarding the contract to a company that did not bid on it. No one else came forward. MOTION: Commissioner Busch moved to approve Resolution 20-3189, as presented. Motion was seconded by Vice Mayor Hufford. Discussion: In response to questions from the City Commission, Mr. Skip McCall, Florida Municipal Marketing Manager with WCA of Florida, LLC explained that if GFL did acquire WCA it would be acquiring the assets and the actual contract and WCA would still remain who it was prior to the acquisition. He noted that the acquisition at this time was not final; however, even if the acquisition did go through the team and the equipment reflected in the proposal would still be the same and they would move forward with everything submitted in the proposal. He also noted that acquisitions of this type were not uncommon in the industry and reiterated that if the acquisition did occur the team and the approach would remain the same. City Attorney Katie Reischmann added that if the particular team of key personnel set out in the proposal was important to the City, a key personnel provision could be added to the contract. Mr. McCall agreed with Ms. Reischmann and advised that GFL had the financial revenues and resources to be able to provide collection services for all of WCA's contracts, but there were provisions in the City's contract that that the company could be fined if they did not perform successfully. He hoped that this would give the City confidence that there were resources available to provide the services in the contract and provisions for penalties if those services were not provided to the City's satisfaction. Additional discussion ensued which included the fact that changes in ownership were very common in this and other types of industries and the new company would take ownership of any pending contracts; that it was also very common for large companies to have ownership outside of the U.S.A.; concerns about the location of corporate offices and changes in personnel if the acquisition by GFL goes through; and options for termination of the contract in the event of non-performance to the standards reflected in the contract. Ms. Reischmann advised that causes for termination of the contract would have to be looked at specifically and it would have to be for something that truly impacted the City and its customers or did harm to the City. She added that concerns about changes in personnel if the acquisition does take place could be addressed by adding a key personnel clause to the contract. She also noted that all the information and responses of WCA that were contained in the RFP had been full incorporated into the contract. Mr. Gisclar added that Public Works and the consultant had no hesitation with moving forward with the award of the contract to WCA of Florida, LLC. AMENDED MOTION: Commissioner Meadows moved to approve Resolution 20- 3189 authorizing execution of an exclusive franchise agreement with WCA of Florida, LLC for Franchise 1 for commercial solid waste services, as amended to include a key personnel clause satisfactory to the City. Motion was seconded by Commissioner Busch. Motion carried unanimously by voice vote 5-0.