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2012-09 WBI waste SorwI ®a DISPOSAL AGREEMENT COMPANY: CUSTOMER: GROVELAND TRANSFER & RECYCLING, INC. CiTY OF CLERMONT. FLORIDA Address 109 Sampey Road, Groveland, Flonda Address 685 West Montrose Street, Clermont, Flonda 34712 Representative Name Dennis Pantano Representative Name Wayne Saunders Title Senior Area Manager �1 Title City Manager Effective Date of Agreement: / — / 0 — AO 1 2 This Disposal Agreement is made as of the Effective Date shown above by and between the Customer named above ( "Customer ") and Groveland Transfer and Recycling, Inc ( "the Company ") TERMS AND CONDITIONS 1. DEFINITIONS. For purposes of this Agreement, 1. 2. DISPOSAL/ DISPOSAL FEES / REBATES Dunng the term the following terms will have the meanings set forth in this of this Agreement, subject to any limitations imposed by section 1 (a) "Acceptable Waste" means Class 1 Waste, Authonzations and applicable law, regulation or otherwise, including street sweepings, residential, yard and bulky waste and Company will accept for disposal Acceptable Waste delivered by recyclables For greater certainty, Customer acknowledges that Customer or any subcontractor engaged by Customer to the Acceptable Waste does not include any of the following of any Transfer Station Customer shall pay to the Company a disposal quantity. (i) Special Waste, (ii) infectious waste, (iii) humcane rate of $38 00 per ton for each ton of Acceptable Waste delivered debns, (iv) Hazardous Waste, or (v) waste that Company is not to the Transfer Station The Company shall rebate the Customer permitted to accept for disposal at the Transfer Station pursuant for the Customers recyclables delivered to the Company per the to its Authonzations ' following (1) 40% of the Low Official Board Market South East , (b) "Agreement" means this Agreement between the Company for Mixed Paper and (2) $7 00 per ton for Commingled Rigid and the Customer consisting of the terms and conditions set Containers The Commingled Rigid Container rebate may vary forth` herein as the same may be modified, supplemented or depending on market variances If Company provides disposal restated from time to time, (c) "Authorizations" means the services outside of its regular business hours or any additional permits, licenses, registrations, approvals, certificates, and services, including the disposal of any Special Waste, Company authonzations issued to the Company by any applicable federal, may adjust the disposal fee to compensate Company for the state or local governmental agency, body, junsdiction or unit in additional costs in providing such disposal Contamination by connection with the operation or management of the Transfer other matenals may result in the imposition of additional fees Station, (d) "Class 1 Waste" has the meaning assigned to such Contamination will be determined by the Company in its term under Chapter 62 -701 200(13) F A C , as it may be reasonable discretion and to the extent it renders the matenal not amended, (e) "Effective Date" means the date noted above Acceptable Waste, shall be subject to the provisions of Section 6 of being the commencement date of this Agreement, (f) this Agreement The disposal rate set out in this section 2 is net of "Hazardous Waste" means waste listed, charactenzed or all applicable taxes, and government fees or charges levied against designated as hazardous by the United States Environmental the Company in respect of the receipt of Acceptable Waste for Protection Agency pursuant to the Resource Conservation and disposal at the Transfer Station, and Customer will pay all such Recovery Act,'42 USC 6901 et seq , as amended from time to taxes, fees and charges to Company in addition to the applicable time and its implementing regulations, and by analogous Flonda disposal rate statute, regulations, orders or rules and includes any substance which after the Effective Date is deemed hazardous by any 3. PAYMENT. Company will invoice Customer weekly for judicial or .governmental entity, body or agency having charges incurred in the pnor week Customer will pay all . junsdiction to make such determination, (g) "Special Waste" undisputed invoices in full within 30 days after receipt of each has the meaning assigned to such term in Chapter 62 701 200 such invoice Unpaid undisputed invoices will bear interest at the F A C (119), as the same may be amended from time to time rate of one and one -half percent (1 5 %) per month accruing from dunng the term of this Agreement, (h) "Transfer Station" 30 days following the date of the invoice Customer's obligation means the permitted transfer station owned by the Company and to pay disposal fees and charges provided for in this Agreement are located at 109 Sampey Road, Groveland, FL absolute s and unconditional If Customer fails to pay any undisputed invoice when due, Company reserves the nght to refuse to accept Acceptable Waste for disposal until payment of all l unpaid invoices is received in full If service is suspended in 7. COMPANY WARRANTIES Company represents that (a) excess of 15 days, Company may terminate this Agreement on 10 the Company will manage the Acceptable Waste in a safe and days pnor written notice to Customer The provisions of this workmanlike manner in compliance with valid and applicable Section 3 are in addition to all other nghts and remedies the federal, state and local laws, ordinances, orders, rules and Company may have at law or in equity resulting from Customer's regulations and the Authonzations, and (b) the Transfer Station has non - payment been issued the required Authonzations necessary to allow the Company to accept the Acceptable Waste for disposal and to 4. TERM OF AGREEMENT Subject to the provisions of operate the Transfer Station Except as provided herein, the section 15 hereof, this Agreement shall remain in effect from the Company makes no other warranties and hereby disclaims any Effective Date for a term of three years, expiring March 31, 2014 other warranty, whether implied or statutory 5. CUSTOMER WARRANTIES Customer represents that the 8. LIMITED LICENSE TO ENTER Customer and its waste matenal delivered to the Transfer Station is and shall be subcontractors shall have a limited license to enter the Transfer Acceptable Waste If at any time Customer discovers any waste or Station for the sole purpose of off - loading Acceptable Waste at an other matenals which are not Acceptable Waste were delivered to area designated, and in the manner directed, by Company the Transfer Station, Customer shall promptly notify the Company Customer shall, and shall ensure that its subcontractors comply of any information it obtains or has obtained indicating that waste with all rules and regulations of the Transfer Station, as amended or other matenals which are not Acceptable Waste were delivered from time to time during the term of this Agreement Company to the Transfer Station may reject Acceptable Waste, deny Customer or its subcontractors entry to the Transfer Station and/or terminate this Agreement in the 6. INSPECTION; REJECTION OF WASTE. Title to and risk event of Customer's or its subcontractors' failure to follow such of loss and responsibility for Acceptable Waste delivered to the rules and regulations Customer agrees that it will take and will Transfer Station by Customer or its designee shall pass to the cause its employees and all subcontractors to take all necessary Company at the time Acceptable Waste is accepted by Company safety precautions and provide all necessary protection to prevent and removed from the delivery vehicle at the Transfer Station damage, injury or loss to people and property while at the Transfer Title to waste matenal which does not conform to the definition of Station Acceptable Waste shall remain with Customer and shall not be deemed to pass to the Company Acceptance of any waste matenal 9. RIGHT TO WEIGH. Company shall have the nght to weigh delivered by Customer to the Transfer Station shall not impair, or all vehicles delivenng waste to the Transfer Station The weight of operate as a waiver of any remedy available to the Company, the waste matenals determined by the Company shall be binding including revocation of acceptance in the event that the matenal is upon Company and Customer Company may confirm the tare later discovered to be nonconforming to the definition of weight of any vehicle dehvenng waste to the Transfer Station by Acceptable Waste within the applicable time frames set forth or for the Customer herein The Company may inspect, sample, analyze and test any matenal, however, exercise or a failure to exercise such nght shall 10. INDEMNIFICATION To the extent Customer would be not relieve the Customer of its indemnity or other obligations required to indemnify the Company without waiving its sovereign under this Agreement to deliver only Acceptable Waste Company Immunity in accordance with the paragraph below, Company in its sole but reasonable discretion, shall have the nght,to reject agrees to indemnify, defend and hold Customer and its affiliates, any load or part thereof which Company reasonably believes does respective officers, directors and employees harmless from and not conform to the definition of Acceptable Waste set forth herein against any and all liability (including, but not limited to, within four (4) hours of delivery of any such load to the Transfer reasonable attorneys' fees and expenses of investigation and Station Further, Company in its sole but reasonable discretion, litigation) which Customer may be responsible for or pay out as a may re -class any load or part thereof containing Acceptable Waste result of bodily injunes (including death), property damage, or any on account of its content, composition, contamination level and violation or alleged violation of law, to the extent caused by similar reasons If Customer or any designee delivers to the Company's breach of, misrepresentation in, untruth in or known Transfer Station any material failing to conform to the definition of inaccuracy in any representation, warranty or covenant of Acceptable Waste in this Agreement and if the Company notifies Company set forth in this Agreement or by any negligent act, Customer of the delivery of ,within four (4) hours of delivery of negligent omission or willful misconduct of the Company or its any such load to the Transfer Station, and requests removal of such employees, which occurs as a result of the disposal of Acceptable non-conforming materials, Customer shall, make available to the Waste, at the Transfer Station after the date of this Agreement, Company, or cause to be made available to the Company, within provided that the Company's indemnification obligations will not twenty-four (24) hours of such notice; containers and vehicles apply to occurrences involving waste which is not Acceptable suitable for transporting such non - conforming matenal and Waste delivered by or for Customer Customer shall thereafter remove, or cause to be removed, within twenty-four (24) hours of such notice, such non - conforming To the extent provided by law and without waiving its sovereign matenal from the Transfer Station in accordance with applicable immunity, Customer, shall indemnify and hold harmless the laws and regulations or more quickly if required by law, all at the Company and its affiliates, respective officers, directors and sole cost and expense of Customer If Customer fails to supply employees, from and against all liabilities, including, without such containers and vehicles within the time frame set out above, limitation, those relating to the environment, expenses (including then Company may remove and dispose of all such non- but not limited to reasonable attorneys' fees and expenses of conforming matenal and Customer will reimburse Company for all investigation and litigation), claims, damages, fines and penalties costs reasonably incurred in removing and disposing of such non- which any person or entity may at any time suffer or sustain or conforming matenal forthwith following demand for such become liable for by reason of the delivery of any matenal that reimbursement from Company to Customer fails to conform to the definition of Acceptable Waste, including without limitation, violations of any applicable laws and rules, contamination or impacts upon the environment resulting from 2 violation of applicable laws, rules, directives, orders or receivership, reorganization, dissolution, or similar law, or makes Authonzations, property damage, injunes resulting in death or an assignment for the benefit of its creditors or if Company deems injury to either persons or property, real or personal or both, of the itself insecure as to payment ( "Default ") In addition, Company Company, its affiliates or the directors, officers or employees may terminate this Agreement on not less than thirty (30) days thereof or to any other persons in any manner caused by or notice to Customer if Company elects or is required to close the resulting from the negligent acts, negligent omissions or willful Transfer Station Customer or Company may terminate this misconduct of Customer, any designee or any entity engaged by Agreement immediately for cause or upon thirty (30) days wntten Customer, including its subcontractors, or any employees or agents notice without cause Termination of this Agreement shall not of such entities or resulting from the breach of, misrepresentation relieve the Customer or Company of any obligation to the other in, untruth in, or known inaccuracy in any representation, warranty party ansing as a result of or prior to such termination, including or covenant of Customer set forth in this Agreement without limitation the obligation of the Customer to pay all amounts due for Acceptable Waste disposed of at the Transfer Neither party shall be liable to the other for consequential, Station pnor to such termination, in accordance with the provisions incidental or punitive damages ansing out of the performance of of this Agreement and the warranty and indemnity obligations of this Agreement Customer and Company 11. INSURANCE. Customer agrees to maintain at all times 16. MISCELLANEOUS (a) The prevailing party will be dunng the term, insurance coverage as reasonably required by entitled to recover reasonable fees and court costs, including Company, including, without limitation, business automobile attorneys' fees, in interpreting or enforcing this Agreement In the liability with limits of not less than $1,000,000 (combined single event Customer fails to pay Company all amounts due hereunder, limit), commercial general liability covenng personal injury, Company will be entitled to collect all reasonable collection costs property damage and contractual liability with limits of not less or expenses, including reasonable attorneys' fees, court costs or than $2,000,000 per occurrence, Workers compensation with handling fees for returned checks from Customer, (b) The validity, statutory limits and Employer's liability with limits of not less than interpretation and performance of this Agreement shall be $1,000,000 per occurrence With the exception of any Workers construed in accordance with the laws of the State of Florida, (c) If Compensation policies, Company shall be named as an additional any provision of this Agreement is declared invalid or insured on all such policies and Customer shall provide certificates unenforceable, then such provision shall be deemed severable from of insurance evidencing such insurance coverage pnor to and shall not affect the remainder of this Agreement, which shall Company's acceptance of Acceptable Waste remain in full force and effect, (d) No waiver of any nght or claim ansing under this Agreement shall be binding unless in wntteg, (e) 12. UNCONTROLLABLE CIRCUMSTANCES Except for Any notice required or permitted to be given under this Agreement the obligation to make payments hereunder, neither party shall be shall be in wnhng and sent to the address noted on the first page of in default for its failure to perform or delay in its performance this Agreement and shall be deemed given when delivered in caused by events beyond its reasonable control, including, but not person or by certified mail, postage pre -paid, return receipt limited to, strikes, nots, imposition of laws or governmental requested, (f) Facsimile signature of this Agreement by Customer orders, fires, acts of God, and inability to obtain equipment, permit and/or Company shall be as binding as delivery of executed changes and regulations, restnctions (including land use) therein ongmals Company agrees that it will comply with all provisions and the affected party shall be excused from performance dunng of Florida's Public records Law, to the extent that they are the occurrence of such events For greater certainty, Company may applicable to this Agreement suspend Customer's nght to dispose of Acceptable Waste at the Transfer Station dunng the occurrence of an event of uncontrollable circumstances Agreed & Accepted 13. ASSIGNMENT This Agreement shall be binding on and COMPANY: shall inure to the benefit of the parties hereto and their respective successors and assigns, provided that Customer may not assign this GROVELAND I SF RItCYCLING, INC. Agreement other than to an affiliate (being an entity under R17 CLING, control with Customer) without the pnor wntten consent Signed of the Company, which the Company may give or withhold in its absolute discretion Name W 14. ENTIRE AGREEMENT This Agreement represents the Title • p 'I -�: entire understanding and agreement between the parties relating to Date Z • 7 . 2012- the disposal of Acceptable Waste at the Transfer Station and supersedes any and all pnor agreements, whether wntten or oral, between the parties regarding the same CUSTOMER: 15. TERMINATION. Company may immediately terminate this CITY OF CLE' 1 • ORIDA Agreement, (a) in the event of Customer's breach of any term or provision of this Agreement if Customer fails to remedy such Signed breach within ten (10) business days of notice from Company to --�-� Customer, or (b) if Customer delivers matenal other than Name q.f d 1( S :Tar LP r U ► \t_ t :Ir. Acceptable Waste to the Transfer Station on more than one (1) Title ma ©( occasion in any 12 month penod dunng the term, or (c) for non- �Q n 1 � payment in accordance with Section 3 hereof, or (d) if Customer Date t becomes insolvent, the subject of an order for relief in bankruptcy, 3