2014-082 Cova nta Covanta 4Recovery,L.P
445 South Street,Momstown,NJ 07960
4Recovery Phone. (862)345-5000 Fax. (862)345-5080
("DISPOSER")
DISPOSAL SERVICES AGREEMENT DATED AS OF July 1,2014
DATE OF EXHIBIT A:
ACCOUNT#:
ACCOUNT MANAGER:
NAME I City of Clermont I ("CUSTOMER")
PHYSICAL ADDRESS 1 3335 Hancock Rd
CITY I Clermont I STATE I FL I ZIP CODE I 34711
BILLING ADDRESS I PO Box 120219
CITY I Clermont I STATE. I FL I ZIP CODE I 34711
CONTACT PERSON Bnan Camp bcamn( clermontfl org I TITLE Sanitation Manager
PHONE NUMBER 352-241-0178 FAX NUMBER 352-241-0542
PERMIT/LICENSE TYPE OR NUMBER
DISPOSAL LOCATION(S)(THE"FACILITY")AND DISPOSAL PRICE
FACILITY NAME/ADDRESS/HOURS. Covanta Lake II,Inc
3830 Rogers Industrial Park Rd Okahumpka,FL 34762
7 00 AM to 5 30 PM Daily, or, based on advance request & approval - specific times
coordinated directly with the Facility staff
DISPOSAL PRICE: $38 00/ton
TERM I 7/1/14 to 6/30/15 I TYPE OF WASTE. Non-hazardous municipal solid waste
MINIMUM CHARGE PER SHIPMENT: NA
QUANTITY TO BE DELIVERED As Available
INITIAL FEES AND/OR TAXES NA
COMMENTS: The Parties may agree to extend this Agreement at any time prior to the end of the current term
On each July 1st dunng the term of this Agreement, the Disposal Pnce shall by subject to an
increase from the preceding year's rate by a percentage positive increase, if any,in the Consumer
Price Index, for All Urban Consumers, published by the U S Department of Labor, Bureau of
Statistics from the preceding year.
TERMS AND CONDITIONS OF DISPOSAL SERVICES AGREEMENT
1. SERVICES Customer shall deliver, and Disposer shall receive and dispose of, all of Customer's Acceptable Waste(as defined on the first
page hereof) Acceptable Waste is delivered FOB the Facility,unless otherwise stated on Exhibit A Services will not be provided on those days
designated as a holiday by the Facility or Disposer DISPOSER RESERVES THE RIGHT TO INTERRUPT DELIVERIES AT ANY
TIME IN ITS SOLE DISCRETION.
2. ACCEPTABLE WASTE "Acceptable Waste"means municipal solid waste and, if specifically listed under"Type of Waste", construction
and demolition debris and/or recyclables, but excludes any waste defined or regulated as hazardous by any federal, state, local, or provincial
authority Acceptable Waste excludes incinerator residue,demolition and construction debns(unless specifically listed under"Type of Waste"),
regulated medical waste,substances in gaseous form, special nuclear or by-product materials within the meaning of the Atomic Energy Act of '
1954,as amended,any and any waste prohibited by any applicable permit condition Acceptable Waste must be of a size and composition such
that the Facility is able to process it Acceptable Waste excludes any material that has the reasonable possibility of adversely affecting the
operation of any part of the Facility Disposer may reject any and all waste which is not Acceptable Waste Disposer may inspect random
material on incoming waste vehicles Disposer shall have no obligation to accept title to or process non-Acceptable Waste if non-Acceptable
Waste arnves at the Facility, Disposer may (but shall have no obligation to) arrange to have it picked up, transported, and disposed of at
Customer's expense,paid in advance if Disposer so demands In the alternative,and to the extent allowed under applicable law,Disposer may
instruct Customer to pick up,transport and dispose of such waste at Customer's expense and provide Disposer with written proof of disposal in
compliance with all applicable laws and regulations Title to Acceptable Waste shall vest in Disposer only after acceptance of the Acceptable
Waste In the event that Disposer subsequently determines that any materials accepted from Customer are not Acceptable Wastes,then Disposer
may revoke its acceptance of such non-Acceptable Waste,so long as the material has not been combined with any other materials by Disposer,
and manage such non-Acceptable Waste as outlined in this paragraph Any and all liability associated with Acceptable Waste shall pass to
Disposer upon its acceptance of the waste, PROVIDED, HOWEVER, THAT iF CUSTOMER DELIVERS ANY NON-ACCEPTABLE
WASTE, CUSTOMER SHALL INDEMNIFY DISPOSER FOR ALL LOSSES, COSTS, AND DAMAGES (INCLUDING ATTORNEY'S
FEES AND COSTS) ("COSTS") ARISING THEREFROM, EXCEPT COSTS ARISING FROM DISPOSER'S GROSS NEGLIGENCE OR
Page 1 of 3 Form Date 06-26-14
INTENTIONAL MISCONDUCT Customer is prohibited from bringing any commingled non-Acceptable Waste along with Acceptable Waste
for disposal,but in the event that Customer does bring any such non-Acceptable Waste,CUSTOMER SHALL BE SOLELY RESPONSIBLE
FOR COSTS ASSOCIATED WITH SUCH NON-ACCEPTABLE WASTE, SPECIFICALLY INCLUDING ALL COSTS ASSOCIATED
WITH DISPOSER'S NEGLIGENCE, BUT EXCLUDING COSTS ASSOCIATED WITH DISPOSER'S GROSS NEGLIGENCE AND
INTENTIONAL MISCONDUCT, IN HANDLING OR DISPOSING OF SUCH NON-ACCEPTABLE WASTE Delivery of non-Acceptable
Waste shall be grounds for immediate termination of this Agreement
3. PAYMENT TERMS Except where Customer is required to prepay as indicated on Exhibit A,Customer shall make payment within 30 days
of the date of Disposer's invoice at the address specified on such invoice Amounts owed to Disposer after invoice due date shall accrue
interest each day such invoice is not paid at the maximum rate permitted by applicable law. Customer shall also pay Disposer's
reasonable investigation costs and attorney's fees for purposes of collection of amounts owed by Customer At Disposer's option,based on the
results of a credit check, Disposer may require, and Customer shall provide as security,an escrow fund or a payment bond sufficient to cover
processing Acceptable Waste brought to the Facility by Customer A fee of$35 00 will be charged on all returned checks
4. INDEMNIFICATION: Disposer shall indemnify and hold harmless Customer,its subsidiaries and affiliates from and against any and all loss,
damage,suits,liability and expenses(including,but not limited to,reasonable investigation and legal expenses)arising out of any claim for loss
of or damage to property,including Disposer's and the Facility's property,contamination of or adverse effects on the environment,and injunes
to or death of persons, including Customer's, Disposer's or Facility's employees, caused by or resulting from (1) the negligence or willful
misconduct of Disposer,its employees,haulers,contractors, subcontractors or agents, or(2)Disposer's breach of any term or provision of this
Agreement
To the extent provided by law and without waiving any sovereign immunity it may enjoy,Customer shall indemnify and hold harmless Disposer
and the Facility(ies),their partners,parent companies,subsidiaries,and affiliates(collectively,the"Indemnified Parties"),from and against any
and all loss,damage,suits, liability and expenses(including,but not limited to,reasonable investigation and legal expenses)arising out of any
claim for loss of or damage to property,including Disposer's and the Facility's property,contamination of or adverse effect on the environment,
and injuries to or death of persons,including Customer's,Disposer's or Facility's employees,caused by or resulting from (1)the negligence or
willful misconduct of Customer,its employees,haulers,contractors,subcontractors or agents,or(2)Customer's breach of any term or provision
of this Agreement Notwithstanding anything contained in this Agreement to the contrary,Customer assumes responsibility for(1)any injury or
loss incurred by its employees or agents while on the Facility's premises(except that caused by Disposer's gross negligence),(2)any damage to
Customer's property,including,but not limited to Customer's vehicles,that results from Disposer or the Facility providing unloading assistance
to Customer while Customer is on the Facility's premises(except that caused by Disposer's gross negligence),and(3)the compliance with all of
the Facility's rules and regulations,particularly those relating to safety and health
Neither party shall have any liability to the other for any special, incidental or consequential damages, whether arising in contract, tort, strict
liability, or in any other cause of action whatsoever Said duties to indemnify, defend and hold harmless shall survive the termination of this
Agreement
5. COMPLIANCE WITH LAWS: Both parties shall comply with all applicable federal,state,local and provincial laws,regulations,ordinances,
rules, permits, licenses and governmental orders and directives(collectively`Applicable Laws") Customer shall also comply with work and
safety rules promulgated to govern operations at the Facility
6. FORCE MAJEURE: Except for the obligation to pay for services rendered, neither party hereto shall be liable for its failure to perform
hereunder due to contingencies beyond its reasonable control,including,but not limited to,strikes,nots,war,fire,or acts of God,herein referred
to as"Events of Force Majeure" The financial inability to perform of a party is not an Event of Force Majeure
7. TERMINATION: Either party may terminate this Agreement at any time,with or without cause,upon 30 days prior written notice to the other
party
8. INSURANCE: Customer shall maintain workers'compensation insurance providing statutory benefits,employer's liability coverage of not less
than $500,000 and automobile and commercial general liability insurance with policy limits of not less than $5,000,000 each occurrence for
bodily injury or death and property damage. Limits for automobile and general liability can be satisfied either through a single policy or
combination of primary and umbrella/excess coverage Where umbrella/excess coverage is used,coverage must be"follow form"or as broad as
primary coverage Customer shall cause the aforesaid policies to be duly and properly endorsed by Customer's insurance underwriter's as
follows a) to provide endorsement naming as additional insured, except for workers' compensation, and waiving subrogation in favor of the
Indemnified Parties, b) to contain a standard cross liability and severability clause, c) to provide that said insurances shall be pnmary in all
instances with respect to Disposer's insurances, which shall be secondary and non-contributing at all times, d) to provide contractual liability
coverage for all liability assumed by Customer under the terms of this Agreement, and e)to notify Disposer in writing at least 30 days prior to
cancellation of any policy covered hereunder These limits are considered minimum and in no way intended to limit the Customer's liability
under this Agreement Prior to commencing any Services under this Agreement,Customer shall furnish Disposer with Certificates of Insurance
issued by Customer's insurer(s),as necessary,in a form acceptable to Disposer,as evidence that the insurance policies,including all applicable
endorsements, providing the required coverage's, conditions, and limits required by the section are in full force and effect Disposer also
reserves the right to request and receive certified copies of any or all of such insurance policies and or endorsements Disposer shall not be
obligated, however, to review such insurance certificates, policies, and endorsements, or to advise Customer of any deficiencies in such
documents, and such receipt shall not relieve Customer from or be deemed a waiver or Disposer's right to insist on strict fulfillment of
Customer's obligations herein
9. FEES/TAXES: In addition to the Disposal Price, Customer shall pay such fees as Disposer may impose from time to time by notice to
Customer(including,by way of example only,administrative fees and environmental fees),with Disposer to determine the amounts of such fees
in its discretion up to the maximum amount allowed by Applicable Law Without limiting the foregoing, Customer shall pay Disposer a fuel
surcharge fee in the amount shown on Disposer's invoices,which amount Disposer may increase or decrease from time to time by showing the
amount on the invoice The initial amounts for the fees listed in this paragraph are set forth on the first page of this Agreement,but are subject to
change from time to time as described in this paragraph
Page 2 of 3 Form Date 06-26-14
in addition to the Disposal Price, Customer shall pay all federal, state, local or other taxes, fees (including host fees), surcharges and other
similar charges related to the acceptance or disposal of Acceptable Waste or the operations or activities of the Facility that are imposed by law,
ordinance,regulation,agreement with a governmental authority,governmental audit or otherwise(collectively,"Taxes") The initial amount of
Taxes is set forth on the first page of this Agreement, but is subject to change from time to time as described in this paragraph In addition,
Disposer shall have the right to increase the Disposal Fee from time to time by the pro-rata amount (determined by relative tonnage of
Acceptable Waste delivered by Customer and accepted by Disposer divided by the total tonnage processed at the Facility) of any increase in
operating costs or capital costs of the Facility as a result of a change in Applicable Laws Any such increase shall be effective immediately upon
written notice by Disposer to Customer
10. Neither party shall use the name of the other party or any of its affiliates or related companies or customers in any publicity or advertising or
disclose any information related to the existence of this Agreement or the terms and conditions of this Agreement hereof, without the pnor
written consent of the other party
11. (a) This Agreement constitutes the entire understanding between the parties and supercedes all pnor negotiations, understandings, and
agreements concerning Disposer's service No changes to this Agreement will be effective unless in writing and signed by the party to be bound
(b)No failure by either party to insist on performance shall operate as a waiver of other or subsequent breaches (c)Neither party shall assign its
rights or delegate its duties under this Agreement to any other person without the pnor written consent of the other party,such consent shall not
be unreasonably withheld This Agreement shall inure to the benefit of and bind the respective successors and permitted assigns of the parties
hereto (d)If any provision of this Agreement is held to be unenforceable,this Agreement shall be reformed,but only to the extent necessary to
render it enforceable This Agreement may be executed in any number of counterparts,each of which when so executed shall be an original and
all of which together shall constitute one and the same instrument
THEREFORE,in consideration of their mutual promises set forth herein and other good and valuable consideration,the receipt and sufficiency of
which are hereby acknowledged,and intending to be legally bound,Disposer and Customer hereby agree to the terms of this Agreement
DISP -ER: , 2
-0417
A. 'O' ZED SIGNATURE DATE rITHO` ZED SIGNATURE DATE
VAC(C D\A S UJ J t\\e JOSE`H R TRESHLER 7/1/14
PRINT NAME DATE PRINT NAME DATE
Page 3 of 3 Form Date 06-26-14