CN-370000-EX005-WO1.pdf

This is a services agreement (DEP Contract No. EXC005) entered into on May 23, 2002, between the State of Florida Department of Environmental Protection (Department) and Cargill Fertilizer, Inc. (Contractor). The contract concerns the maintenance and closure of the Mulberry Phosphogypsum Stack System located in Polk County, Florida, formerly operated by Mulberry Phosphates, Inc., which is currently in Chapter 7 liquidation. The contract is governed by Florida law and exclusive jurisdiction is held in Leon County, Florida.

The Contractor shall perform maintenance and closure services for the phosphogypsum stack system, with the Department retaining an option to elect long-term maintenance services within six months of the effective date. The contract has an initial term commencing on the effective date and expiring on the earlier of the date when closure requirements are satisfied or ten years from commencement. The Department's aggregate payment obligation shall not exceed Twenty-Five Million Dollars ($25,000,000) during the term, excluding specified costs such as Phase II Environmental Audits, contamination remediation, insurance premiums, Contract Administrator costs, the Mobilization/Demobilization Fee (increased from $500,000 to $800,000 per Amendment No. 1), and costs attributable to changes in law. Services are performed on a work order basis with monthly invoicing, detailed cost documentation required, and a one percent management fee applied to allowable costs. The Department shall provide written notice by June 30th of each fiscal year regarding available funds, with a $5,000,000 minimum threshold; failure to meet this threshold allows the Contractor to terminate with 90 days' notice. The contract includes Department-provided insurance coverage and specifies Contractor insurance requirements including Commercial General Liability, Auto Liability, Workers' Compensation, and Employer's Liability coverage with various limits. The initial funding amount is $1,000,000 with a ceiling amount of agreement set at $27,382,000.