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2014-054 Progressive Waste Solutions 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. Dean Divalerio Representative Name: Darren Gray Title: Vice President Title: City Manager Effective Date of Agreement: May 1.2014 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,the 2. DISPOSAL/ DISPOSAL FEES/ REBATES/ following terms will have the meanings set forth in this section INCREASES.During the term of this Agreement,subject to any (a)"Acceptable Waste"means Class I Waste, including street limitations imposed by Authorizations and applicable law, sweepings, residential, yard and bulky waste and recyclables. regulation or otherwise, Company will accept for disposal -For greater certainty, Customer acknowledges that Acceptable Acceptable Waste delivered by Customer or any subcontractor Waste does not include any of the following of any quantity(i) engaged by Customer to the Transfer Station and Customer shall Special Waste, (ii) infectious waste; (in)hurricane debris; (iv) deliver to the Transfer Station,all Acceptable Waste generated by Hazardous Waste,or(v)waste that Company is not permitted to residents within the jurisdiction of the City of Clermont. Customer accept for disposal at the Transfer Station pursuant to its shall pay to the Company a disposal rate of$30.45 per ton for each Authorizations; (b) "Agreement" means this Agreement ton of Acceptable Waste delivered to the Transfer Station. The between the Company and the Customer consisting of the terms Company shall rebate the Customer for the Customer,recyclables and conditions set forth herein as the same may be modified, delivered to the Company per the following: (1)40%of the Low supplemented or restated from time to time; (c) Official Board Market South East for Mixed Paper and(2)$7.00 "Authorizations" means the permits, licenses, registrations, per ton for Commingled Rigid Containers The Commingled Rigid approvals, certificates, and authorizations issued to the Container rebate may vary depending on market variances. If the Company by any applicable federal,state or local governmental Customer elects during the term of this Agreement to provide agency, body, jurisdiction or unit m connection with the single stream residential recycling service, the Customer is not- , operation or management of the Transfer Station, (d) "Class 1 obligated by this Agreement to deliver recyclable materials to the Waste" has the meaning assigned to such term under Chapter Company provided it gives 120 days notice of its intent If 62-701 200(13)F A.C., as it may be amended; (e) "Effective - Company provides disposal services outside of its regular business Date" means the date noted above being the commencement hours or any additional services, including the disposal of any date of this Agreement, (f) "Hazardous Waste" means waste Special Waste, Company may adjust the disposal fee to listed, characterized or designated as hazardous by the Umted compensate Company for the additional costs in providing such States Environmental Protection Agency pursuant to the disposal. Contamination by other materials may result in the Resource Conservation and Recovery Act,42 USC 6901 et seq., imposition of additional fees Contamination will be determined by as amended from time to time and its implementing regulations, - the Company in its reasonable discretion and to the extent it and by analogous Flonda statute,regulations,orders or rules and renders the matenal not Acceptable Waste,shall be subject to the includes any substance which after the Effective Date is deemed provisions of Section 6 of this Agreement.The disposal rate set out hazardous by any judicial or governmental entity, body or in this section 2 is net of all applicable taxes,and government fees agency having jurisdiction to make such determination; (g) or charges levied against the Company m'respect of the receipt of "Special Waste" has the meaning assigned to such term in Acceptable Waste for disposal at the Transfer Station, and Chapter 62.701 200 F.A C.(119), as the same may be amended Customer will pay all such taxes,fees and charges to Company in from time to time during the term of this Agreement; (h) addition to the applicable disposal rate. Company shall have the "Transfer Station"means the permitted transfer station owned right, in its sole discretion, to increase the disposal rate on each by the Company and located at 109 Sampey Road, Groveland, anniversary of this Agreement by the lesser of(i) the Consumer FL. Price Index (All Items)for the Southeast Region as published by the Bureau of Labor Statistics 90 days preceding the rate increase or(ii)two percent(2%) The parties acknowledge and agree that matenal,however,exercise or a failure to exercise such right shall the cost of fuel fluctuates and that Company shall have the nght,m not relieve the Customer of its indemnity or other obligations its sole discretion, to add a fuel surcharge to any mvoice for under this Agreement to deliver only Acceptable Waste.Company changes m the cost of diesel fuel Fuel surcharges will be m its sole but reasonable discretion, shall have the right to reject calculated on a six-month basis and added on the mvoice m any load or part thereof which Company reasonably believes does addition to the initial rate contained herein based on the price of not conform to the definition of Acceptable Waste set forth herein diesel fuel as estabhshed by the Energy Information within four(4)hours of delivery of any such load to the Transfer Administration of the Department of Energy for the Lower Station Further, Company m its sole but reasonable discretion, Atlantic Region A fuel surcharge shall be implemented for any may re-class any load or part thereof containing Acceptable Waste given six-month period of this Agreement,beginning on May 1 or on account of its content, composition, contamination level and October 1, when the average pnce of diesel fuel during the similar reasons If Customer or any designee delivers to the previous six-month penod exceeded $4.25 per gallon in Transfer Station any material failing to conform to the definition of accordance with the fuel surcharge matrix attached hereto as Acceptable Waste in this Agreement and if the Company notifies Exhibit A, and such fuel surcharge will be calculated as a Customer of the delivery of within four(4) hours of delivery of percentage of the then-applicable rate The fuel surcharge will be any such load to the Transfer Station,and requests removal of such implemented on a bi-annual basis on May 1 and November 1 based non-conforming matenals, Customer shall make available to the on taking the average pnce of diesel fuel published during each Company, or cause to be made available to the Company,within week of the previous six-month penod twenty-four (24) hours of such notice, containers and vehicles suitable for transporting such non-conforming matenal and 3. PAYMENT. Company will invoice Customer weekly for Customer shall thereafter remove, or cause to be removed,within charges incurred m the pnor week Customer will pay all twenty-four (24) hours of such notice, such non-conforming undisputed invoices m full within 30 days after receipt of each matenal from the Transfer Station in accordance with applicable such mvoice Unpaid undisputed invoices will bear interest at the laws and regulations or more quickly if required by law,all at the rate of one and one-half percent(1 5%)per month accruing from sole cost and expense of Customer If Customer fails to supply 30 days following the date of the invoice. Customer's obligation such containers and vehicles within the time frame set out above, to pay disposal fees and charges provided for m this Agreement are then Company may remove and dispose of all such non- absolute and unconditional If Customer fails to pay any conforming matenal and Customer will reimburse Company for all undisputed invoice when due,Company reserves the nght to refuse costs reasonably incurred in removing and disposing of such non- to accept Acceptable Waste for disposal until payment of all conforming matenal forthwith following demand for such unpaid invoices is received in full If service is suspended in reimbursement from Company to Customer excess of 15 days,Company may terminate this Agreement on 10 days pnor written notice to Customer The provisions of this 7. COMPANY WARRANTIES. Company represents that(a) Section 3 are in addition to all other nghts and remedies the the Company will manage the Acceptable Waste in a safe and Company may have at law or m equity resulting from Customer's workmanlike manner m compliance with valid and applicable non-payment federal, state and local laws, ordinances, orders, rules and regulations and the Authorizations,and(b)the Transfer Station has 4. TERM OF AGREEMENT Subject to the provisions of been issued the required Authorizations necessary to allow the section 15 hereof,this Agreement shall remain in effect from the Company to accept the Acceptable Waste for disposal and to Effective Date for a term of ten (10) years, expiring March 31, operate the Transfer Station Except as provided herein, the 2024 The parties may extend this Agreement for an additional Company makes no other warranties and hereby disclaims any five(5)year period,upon mutual written agreement. other warranty,whether implied or statutory. 5. CUSTOMER WARRANTIES Customer represents that the g, LIMITED LICENSE TO ENTER. Customer and its waste material 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 materials 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 tune 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 right to weigh delivered by Customer to the Transfer Station shall not impair,or all vehicles delivering waste to the Transfer Station.The weight of operate as a waiver of any remedy available to the Company, the waste materials determined by the Company shall be binding including revocation of acceptance in the event that the material is upon Company and Customer Company may confirm the tare later discovered to be nonconforming to the definition of weight of any vehicle delivering 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 2 10. INDEMNIFICATION To the extent Customer would be caused by events beyond its reasonable control,including,but not required to indemnify the Company without waiving its sovereign limited to, strikes, nots, imposition of laws or governmental immunity in accordance with the paragraph below, Company orders,fires,acts of God,and mobility to obtain equipment,permit agrees to indemnify, defend and hold Customer and its affiliates, changes and regulations, restrictions (includmg land use) therein respective officers, directors and employees harmless from and and the affected party shall be excused from performance during agamst any and all liability (including, but not limited to, the occurrence of such events For greater certainty,Company may reasonable attorneys' fees and expenses of investigation and suspend Customer's right to dispose of Acceptable Waste at the litigation)which Customer may be responsible for or pay out as a Transfer Station during the occurrence of an event of result of bodily injuries(including death),property damage,or any uncontrollable circumstances violation or alleged violation of law, to the extent caused by Company's breach of, misrepresentation in, untruth in or known 13. ASSIGNMENT. This Agreement shall be bmdmg on and inaccuracy in any representation, warranty or covenant of shall inure to the benefit of the parties hereto and their respective Company set forth m this Agreement or by any negligent act, successors and assigns,provided that Customer may not assign this negligent omission or willful misconduct of the Company or its Agreement other than to an affiliate (being an entity under employees,which occurs as a result of the disposal of Acceptable common control with Customer)without the pnor written consent Waste, at the Transfer Station after the date of this Agreement, of the Company,which the Company may give or withhold m its provided that the Company's indemnification obligations will not absolute discretion apply to occurrences involving waste which is not Acceptable Waste delivered by or for Customer. 14. ENTIRE AGREEMENT. This Agreement represents the entire understanding and agreement between the parties relating to To the extent provided by law and without waiving its sovereign the disposal of Acceptable Waste at the Transfer Station and immunity, Customer shall mdemmfy and hold harmless the supersedes any and all prior agreements,whether written or oral, Company and its affiliates, respective officers, directors and between the parties regarding the same employees, from and against all liabilities, including, without limitation, those relating to the environment, expenses (including 15. TERMINATION.Company may immediately terminate this but not limited to reasonable attorneys' fees and expenses of Agreement, (a)in the event of Customer's breach of any term or investigation and litigation), claims, damages, fines and penalties provision of this Agreement if Customer fails to remedy such which any person or entity may at any time suffer or sustain or breach within ten (10)business days of notice from Company to become liable for by reason of the delivery of any matenal that Customer, or (b) if Customer delivers matenal other than fails to conform to the definition of Acceptable Waste, including Acceptable Waste to the Transfer Station on more than one (1) without limitation, violations of any apphcable laws and rules, occasion m any 12 month penod during the term, or (c)for non- contammation or impacts upon the environment resulting from payment m accordance with Section 3 hereof, or(d)if Customer violation of applicable laws, rules, directives, orders or becomes insolvent,the subject of an order for relief m bankruptcy, Authonzations, property damage, mjunes resulting in death or receivership,reorganization, dissolution, or similar law, or makes injury to either persons or property,real or personal or both,of the an assignment for the benefit of its creditors or if Company deems Company, its affiliates or the directors, officers or employees itself insecure as to payment ("Default") In addition, Company thereof or to any other persons in any manner caused by or may terminate this Agreement on not less than one hundred twenty resulting from the negligent acts, negligent omissions or willful (120)days notice to Customer if Company elects or is required to misconduct of Customer, any designee or any entity engaged by close the Transfer Station Customer or Company may termmate Customer,including its subcontractors,or any employees or agents this Agreement immediately for cause or upon one hundred twenty of such entities or resulting from the breach of,misrepresentation (120) days written notice without cause. Termination of this in,untruth m,or known inaccuracy m any representation,warranty Agreement shall not relieve the Customer or Company of any or covenant of Customer set forth m this Agreement obligation to the other party arising as a result of or pnor to such termination, including without limitation the obligation of the Neither party shall be liable to the other for consequential, Customer to pay all amounts due for Acceptable Waste disposed of incidental or punitive damages arising out of the performance of at the Transfer Station pnor to such termination, in accordance this Agreement with the provisions of this Agreement and the warranty and mdemmty obligations of Customer and Company. 11. INSURANCE. Customer agrees to mamtam at all times during the term, insurance coverage as reasonably required by 16. MISCELLANEOUS (a) The prevailing party will be Company, including, without limitation, business automobile entitled to recover reasonable fees and court costs, including liability with limits of not less than$1,000,000(combined single attorneys'fees,in mterpretmg or enforcing this Agreement. In the limit), commercial general liability covering personal injury, event Customer fails to pay Company all amounts due hereunder, property damage and contractual liability with limits of not less Company will be entitled to collect all reasonable collection costs than $2,000,000 per occurrence, Workers compensation with or expenses, including reasonable attorneys' fees, court costs or statutory limits and Employer's liability with limits of not less than handling fees for returned checks from Customer, (b)The validity, $1,000,000 per occurrence With the exception of any Workers interpretation and performance of this Agreement shall be Compensation policies,Company shall be named as an additional construed m accordance with the laws of the State of Florida,(c)If insured on all such policies and Customer shall provide certificates any provision of this Agreement is declared invalid or of insurance evidencing such insurance coverage prior to unenforceable,then such provision shall be deemed severable from Company's acceptance of Acceptable Waste and shall not affect the remainder of this Agreement,which shall remain in full force and effect;(d) No waiver of any nght or claim 12. UNCONTROLLABLE CIRCUMSTANCES Except for arising under this Agreement shall be binding unless in writing,(e) the obligation to make payments hereunder,neither party shall be Any notice required or permitted to be given under this Agreement m default for its failure to perform or delay m its performance shall be m writing and sent to the address noted on the first page of this Agreement and shall be deemed given when delivered in 3 person or by certified mail, postage pre-paid, return receipt requested;(0 Facsimile signature of this Agreement by Customer and/or Company shall be as bmdmg as delivery of executed ongmals Company agrees that it will comply with all provisions of Flonda's Public records Law, to the extent that they are applicable to this Agreement. Agreed&Accepted COMPANY: GRC D��:]L��`,!x'I'�t,4�[SF.gR�RECYCLING,INC. Sign G`� Name V p,ka'd Title S��• R y'c n Y,P. Date. 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