ATTACHMENT D

AGREEMENT FOR THE DISPOSAL OF CLASS III WASTE

BETWEEN

THE CITY OF TAMPA

AND

(COMPANY NAME)

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TABLE OF CONTENTS

EXHIBITS

Exhibit “A” – Insurance Requirements

Exhibit “B” – Contractor’s Response to Invitation to Bid No. _______________

Exhibit “C” – City of Tampa – Invitation to Bid No. ________________

Exhibit “D” - Parent Corporation Guaranty

Exhibit "E” - Affidavit of Statutory Compliance AGREEMENT FOR ALTERNATE SOLID WASTE MANAGEMENT FACILITY FOR THE DISPOSAL OF CLASS III WASTE

This “Agreement for Alternate Solid Waste Management Facility for the Disposal of Class III Waste” (“Agreement”) is made and entered into this ____ day of ______________, 2025 (“Effective Date”), by and between the City of Tampa (“City”), a municipal corporation organized and existing under the laws of the State of Florida, and _____________________________________ (“Contractor”), a corporation, which is authorized to do business in the State of Florida.

W I T N E S S E T H:

WHEREAS, the City is responsible for the disposal of the Solid Waste generated in the City; and

WHEREAS, on __________ 2025, the City issued an Invitation to Bid for Alternate Solid Waste Management Facility for the Disposal of Class III Waste ITB No.# ________________; and

WHEREAS, the Contractor submitted a bid to provide Solid Waste disposal services for the City; and

WHEREAS, the City reviewed all of the bids that were submitted in response to ITB No. ______________ and, in reliance on the information provided by the Contractor, the City concluded that the Contractor was the lowest responsive, responsible Bidder; and

WHEREAS, the City wishes to use and the Contractor wishes to provide the Contractor’s services for the disposal of Class III Waste, subject to the conditions and limitations contained in this Agreement.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the Contractor and the City agree that they shall comply with and be bound by all of the following provisions of this Agreement:

ARTICLE 1. DEFINITIONS

Whenever the following words and expressions are used in this Agreement, they shall be construed as follows:

1. "Acceptable Waste" means Solid Waste that may be disposed of lawfully in a Class III Landfill or other Solid Waste Mangement Facility.

2. "Agreement" means this “Agreement for Alternate Solid Waste Management Facilty for the Disposal of Class III Waste” between the City and the Contractor.

3. "Applicable Law" means any local, state or federal statute, law, constitution, charter, ordinance, judgment, order, decree, Permit, rule, regulation, directive, policy, standard or similar binding authority, or a judicial or administrative interpretation of any of the same, which are now in effect or are enacted, adopted, promulgated, issued or enforced by a governmental body during the Term of this Agreement, and relate in any manner to the performance of the City or Contractor under this Agreement. Applicable Law includes applicable Environmental Law.

4. "Certificate of Insurance" means a certificate evidencing the existence and current validity of the insurance policies required to be obtained by the Contractor under this Agreement.

5. "Change in Law" means (a) the adoption, promulgation, or modification of any Applicable Law after the Effective Date or (b) the imposition of any condition in connection with the issuance, renewal, or modification of any Permit after the Effective Date, which in the case of either (a) or (b) establishes requirements which directly and substantially affect the Contractor's or City's ability to perform under this Agreement. However, a Change in Law does not include (x) a change in any tax law or workers’ compensation law or (y) a change in any law that results in an increase in the amount of any Host Fee or similar fee paid by the Contractor to the community where the Disposal Facility is located.

6. "Citation" means any governmental warning letter, notice of violation, emergency order, cease and desist order, or other governmental enforcement action based on a failure to comply with Applicable Law.

7. “City” means the City of Tampa.

8. "Class III Landfill" means a landfill that receives only Class III Waste.

9. “Class III Waste” is defined in Rule 62-701.200(14), Florida Administrative Code, to mean “yard trash, construction and demolition debris, processed tires, asbestos, carpet, cardboard, paper, glass, plastics, furniture other than appliances, or other materials approved by the [Florida Department of Environmental Protection (FDEP)] that are not expected to produce leachate that poses a threat to public health or the environment.”

10. "Commencement Date" means the date stated in the City's Notice to Proceed when the City may begin to deliver, and the Contractor shall be prepared to receive, the City’s Class III Waste at the Disposal Facility.

11. "Construction and Demolition Debris" or “C&D” is defined in Rule 62-701.200(24), Florida Administrative Code, to mean discarded materials generally considered to be not water soluble and non-hazardous in nature, including but not limited to steel, glass, brick, concrete, asphalt material, pipe, gypsum wallboard, and lumber, from the construction or destruction of a structure as part of a construction or demolition project or from the renovation of a structure, including such debris from construction of structures at a site remote from the construction or demolition project site. The term includes rocks, soils, tree remains, trees, and other vegetative matter that normally results from land clearing or land development operations for a construction project; clean cardboard, paper, plastic, wood, and metal scraps from a construction project; except as provided in section 403.707(9)(j), F.S., yard trash and unpainted, non-treated wood scraps from sources other than construction or demolition projects; scrap from manufacturing facilities that is the type of material generally used in construction projects and that would meet the definition of construction and demolition debris if it were generated as part of a construction or demolition project, including debris from the construction of manufactured homes and scrap shingles, wallboard, siding concrete, and similar materials from industrial or commercial facilities and de minimis amounts of other non-hazardous wastes that are generated at construction or demolition projects, provided such amounts are consistent with best management practices of the construction and demolition industries.

12. "Contractor" means ________________________________________________________, a corporation.

13. “Cost Per Ton” is the all-inclusive Service Fee that will be paid to the Contractor for all administrative costs, labor, equipment, materials, host fees, taxes, and all costs of weighing, unloading, covering, compacting, monitoring, reporting, closing, performing long-term care, and all other activities required to be performed in compliance with the requirements of the Agreement. Cost Per Ton and Service Fee are used interchangeably in this Agreement.

14. "Council" means the City Council of the City of Tampa, Florida.

15. "Department" shall mean the Solid Waste and Environmental Program Management Department of the City of Tampa.

16. "Director" means the Director of the Department or his or her designee.

17. "Disposal Facility" means a landfill (including all associated and ancillary land uses) or other Solid Waste Management Facility that has received all of the Permits necessary to lawfully receive and dispose of the City's Acceptable Waste. For the purposes of this Agreement, the Disposal Facility is the Contractor's, located at _______________________________________________.

18. "Effective Date" means the date when this Agreement takes effect. The Effective Date is the date when this Agreement is signed and duly executed by the City, which shall occur after the Agreement is signed and duly executed by the Contractor.

19. “Environmental Law” means any applicable local, state or federal law, rule or regulation or common law duty pertaining to the environment, natural resources, Pollution, or the public health and safety, or environmental clean-up or remediation, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. § 9601 et seq.), the Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6901 et seq.), the Toxic Substances Control Act of 1976 (15 U.S.C. § 2601 et seq.), the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. § 5101 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. § 136 et seq.), the Emergency Planning and Community Right-to-Know Act (42 U.S.C. § 11001 et seq.), the Occupational Safety and Health Act (29 U.S.C. § 651 et seq.), the Residential Lead-Based Paint Hazard Reduction Act (42 U.S.C. § 4851 et seq.), any analogous state or local laws, any amendments thereto, and the regulations promulgated pursuant to said laws, together with all amendments from time to time to any of the foregoing.

20. "EPA" means the United States Environmental Protection Agency.

21. "F.A.C." means the Florida Administrative Code.

22. "FDEP" means the Florida Department of Environmental Protection.

23. "Force Majeure" means an act, event, or condition that substantially and adversely affects the City’s or the Contractor’s ability to perform under this Agreement, and is described in one or more of the provisions in this Section, subsections (a) through (h) below:

(a) An act of God, including hurricanes, tornadoes, landslides, lightning, earthquakes, fire, flood, explosion, acts of a public enemy, war, terrorism, blockade or insurrection, riot, or civil disturbance;

(b) The order or judgment of any federal, state, or local court, administrative agency or governmental body, excepting decisions of federal courts interpreting federal tax laws and decisions of state courts interpreting state tax laws, if it is not also the result of the misconduct or negligent action or inaction of the party relying thereon or of a Person for whom the party relying thereon is responsible; provided that neither the contesting in good faith of any such order or judgment nor the failure to so contest shall constitute or be construed as a measure of willful misconduct or negligent action or inaction of such party;

(c) The failure to issue, suspension, termination, interruption, denial, or failure of renewal of any Permit or approval essential to the operation of the Disposal Facility; provided that such act or event is not the result of the misconduct or negligent action or inaction of the party relying thereon or of a Person for whom the party relying thereon is responsible; and provided further that neither the contesting in good faith of any such action nor the failure to so contest shall constitute or be construed as a measure of willful or negligent action or inaction of such party;

(d) A Change in Law as defined in Section 5 of Article 1 above;

(e) The failure of any appropriate federal, state, or local public agency or private utility having operational jurisdiction in the area where the Disposal Facility is located, other than the City, to provide and maintain utilities, services, water and sewer lines, and power transmission lines which are required for and essential to the operation of the Disposal Facility;

(f) Any unforeseen condition (including the presence of Hazardous Waste) which shall prevent, or require redesign or change in, the construction or operation of the Disposal Facility, provided that the condition was actually and constructively unknown to the party claiming a Force Majeure Event, and could have not been discovered with reasonable diligence by the party on or before the date of this Agreement; or

(g) The condemnation, taking, seizure, involuntary conversion, or requisition of title to or use of the Site or any material portion or part thereof taken by the action of any federal, state or local governmental agency or authorities, other than the City;

(h) Any act, event, or condition which is determined by mutual agreement of the City and Contractor to be of the same general type, and subject to the same conditions, as those set forth in this Section, subsections (a) through (g), above.

"Force Majeure" shall not be deemed to include any act, event, or condition not described in subsections (a) through (h) above, or any act, event, or condition over which a party relying thereon (including any Person for whose performance such party is responsible) reasonably has any influence or control, or any act, event, or condition arising out of labor strikes, labor shortages or similar labor difficulties, or changing economic conditions or economic hardships.

24. "Hazardous Waste" means any Solid Waste identified by the FDEP or EPA as a hazardous waste or hazardous substance pursuant to: Chapter 62-730, F.A.C.; the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. 6901, et seq.; the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), 42 U.S.C. 9601, et. seq.; or other Applicable Law. Hazardous Waste does not include "household hazardous waste" or Solid Waste generated by "conditionally exempt small quantity generators," as those terms are defined under Applicable Law, but only if and only for so long as such materials may be disposed of lawfully in a Class III Landfill.

25. “Holiday” means New Year’s Day (January 1), Independence Day (July 4), Thanksgiving Day, and Christmas Day (December 25).

26. “Host Fee” means a fee paid by the Contractor to the community where the Disposal Facility is located, which is intended to help compensate the community for the Contractor’s right to dispose of Solid Waste at the Disposal Facility.

27. "Leachate" means liquid that has passed through or emerged from Solid Waste and may contain soluble, suspended or miscible materials.

28. “Load” means the Solid Waste and other cargo that is contained in a vehicle (e.g., transfer trailer) delivering such materials to the Disposal Facility.

29. "Mayor" means the chief executive officer of the City or his or her designee.

30. "Notice to Proceed" means the notice that is given by the City to the Contractor establishing the Commencement Date.

31. "Objectionable Odor" means any odor present in the outdoor atmosphere which by itself or in combination with other odors, is or may be harmful or injurious to human health or welfare, which unreasonably interferes with the comfortable use and enjoyment of life or property, or which creates a nuisance.

32. "On-site" means on the land where the Disposal Facility is located.

33. “Operating Day” means any day the Disposal Facility is open for the receipt of Solid Waste.

34. "Operating Manual" means a manual that describes the operations of the Disposal Facility, as provided in Section 4.3 of this Agreement.

35. "Operating Month" means, with respect to the initial Operating Month, the period beginning on the Commencement Date and ending on the last day of the same calendar month. Thereafter, an Operating Month shall be the same as a calendar month, except that the last Operating Month shall end when this Agreement expires or is terminated.

36. "Operating Year" means, with respect to the initial Operating Year, the period beginning on the Commencement Date and including the first twelve (12) consecutive Operating Months. Thereafter, an Operating Year shall be the twelve (12) consecutive Operating Months following the end of the prior Operating Year, except that the last Operating Year shall end when this Agreement expires or is terminated.

37. "Permit" means any local, state or federal permit, license, franchise, registration, certification, authorization or other approval required for the performance of the Contractor’s obligations under this Agreement.

38. "Person" means any and all persons, natural or artificial, including any individual, firm, association, joint venture, partnership or other entity, however organized, and any combination of the foregoing; any public or private corporation; any city or county; and any governmental agency or branch of local, state, or federal government.

39. "Pollution" means the presence in the outdoor atmosphere or waters of the state of any substances, contaminants, noise, or manmade or human-induced impairment of air or waters or alteration of the chemical, physical, biological, or radiological integrity of air or water in quantities or at levels which are or may be potentially harmful or injurious to human health or welfare, animal or plant life, or property or which unreasonably interfere with the enjoyment of life or property, including outdoor recreation unless authorized by applicable law.

40. "RCRA" means the Resource Conservation and Recovery Act, as amended, and the rules implementing RCRA, including but not limited to the 1984 Hazardous and Solid Waste Amendments and 40 CFR Parts 257 and 258.

41. "Recovered Materials" means metal, paper, glass, plastic, textile, or rubber materials that have known recycling potential, can be feasibly recycled, and have been diverted and source separated or have been removed from the Solid Waste stream for sale, use, or reuse as raw materials, whether or not the materials require subsequent processing or separation from each other, but does not include materials destined for any use that constitutes disposal. Recovered Materials as described above are not Solid Waste.

42. "Recyclable Material" means those materials which are capable of being recycled and which would otherwise be processed or disposed of as Solid Waste.

43. "Recycling" means any process by which Solid Waste, or materials which would otherwise become Solid Waste, are collected, separated, or processed and reused or returned to use in the form of raw materials or products.

44. "Service Fee" shall mean the Bidder’s disposal fee per ton of Class III Waste delivered to the Bidder’s location. See definition above for Cost Per Ton.

45. "Site" means the real property where the Contractor’s Disposal Facility is located in Hillsborough County, Florida.

46. "Solid Waste" means sludge that is not regulated under the federal Clean Water Act or Clean Air Act, as well as sludge from a waste treatment works, water supply treatment plant, or air pollution control facility; or garbage, rubbish, refuse, special waste, or other discarded material, including solid, liquid, semi-solid, or contained gaseous material resulting from domestic, industrial, commercial, mining, agricultural, or governmental operations.

47. “Solid Waste Management Facility” is defined in Rule 62-701.200(112), Florida Administrative Code, to mean “any solid waste disposal area, transfer station, materials recovery facility, or other facility, the purpose of which is resource recovery or the disposal, recycling, processing, or storage of solid waste. The term does not include recovered materials processing facilities which meet the requirements of paragraph 62-701.220(2)(c), F.A.C., except the portion of such facilities, if any, that is used for the management of solid waste.”

48. "Subcontractor" means any Person (other than an employee of the Contractor) who contracts with the Contractor to furnish or actually furnishes labor, services, materials, or equipment for the performance of this Agreement.

49. "Term" means the duration of this Agreement, as described in Article 8 herein.

50. "Ton" means two thousand (2,000) pounds.

51. "Unacceptable Waste" means any Solid Waste, liquid waste, or other material that is not Class III Waste and cannot be disposed of at the Disposal Facility under Applicable Law. Unacceptable Waste includes but is not limited to Hazardous Waste.

52. "Waste Tire" means a tire that has been removed from a motor vehicle and has not been retreaded or regrooved. The term includes used tires and processed tires, but does not include solid rubber tires and tires that are inseparable from the rim.

53. “Working Face” means the active portion of a Solid Waste disposal unit at the Disposal Facility where, on a given Operating Day, waste is being deposited, spread, and compacted before the placement of initial cover.

54. "Yard Trash" means vegetative matter resulting from landscaping maintenance or land clearing operations and includes materials such as tree and shrub trimmings, grass clippings, palm fronds, trees and tree stumps, and associated rocks and soils.

ARTICLE 2. GENERAL SCOPE OF CONTRACTOR'S SERVICES

Subject to the terms and conditions in this Agreement, the Contractor shall be solely responsible for:

(a) weighing, inspecting, accepting, and disposing of all the Acceptable Waste delivered to the Contractor’s Disposal Facility by or on behalf of the City;

(b) providing all labor, services, supervision, materials, and equipment necessary to accomplish the Contractor’s work under this Agreement;

(c) performing all of its work under this Agreement in accordance with the requirements of this Agreement, the Permits, and Applicable Law; and

(d) performing all of its work under this Agreement at Contractor’s expense, in exchange for the City’s payment of the Cost Per Ton.

ARTICLE 3. OPERATION OF THE DISPOSAL FACILITY

3.1 Commencement of Operations

The City shall issue a Notice to Proceed to the Contractor at least five (5) calendar days before the Commencement Date. The City's Notice to Proceed shall identify and establish the Commencement Date - i.e., the date when the City may begin delivering Acceptable Waste to the Contractor’s Disposal Facility. The Notice to Proceed shall contain the City’s estimate of the amount of Acceptable Waste that the City expects to deliver to the Disposal Facility on an average Operating Day during the first month following the Commencement Date. At least two (2) days prior to the Commencement Date, representatives of the Contractor and the City shall meet at a location designated by the City so that they can introduce their key personnel, discuss the commencement of operations, and identify steps that should be taken to ensure the successful implementation of this Agreement.

3.2 Hours and Days of Contractor’s Operations

The Contractor’s scale house and Disposal Facility shall be open for business, and shall accept Acceptable Waste delivered by or on behalf of the City, between the hours of 7:00 A.M. and 5:00 P.M., every day of the year, except Sundays and Holidays, beginning on the Commencement Date and continuing throughout the Term of this Agreement.

If requested by the City, the Contractor shall open the Disposal Facility on other days (up to a maximum of ten (10) days per year) or at other times, as reasonably determined by the City, when necessary to accommodate the disposal of Acceptable Waste generated by a hurricane, storm, disaster or other similar event. Under such circumstances, the Contractor shall be paid the Cost Per Ton for each ton of Acceptable Waste that is delivered by the City to the Disposal Facility, but the Contractor shall not be paid any additional fees or charges.

3.3 Operation of the Scale House

When the City’s delivery vehicles arrive at the Disposal Facility, each vehicle shall be weighed at the scale house before the vehicle unloads at the Working Face, and each vehicle shall be weighed again before the vehicle leaves the Site. The Contractor’s scale house operator shall give a receipt (weight ticket) to the driver of each delivery vehicle before the vehicle leaves the Disposal Facility. Each receipt shall identify the vehicle’s gross weight, tare weight, net weight, vehicle identification number or license tag, and the date and time when the receipt was issued. The receipts shall be consecutively numbered. Each receipt shall be signed by the driver. The original receipt shall be kept by the Contractor.

The Contractor shall retain its weight records concerning the Solid Waste that is delivered by or on behalf of the City. The Contractor shall use its records to prepare reports that accurately summarize the scale house data concerning the City’s deliveries for each Operating Day, Operating Month and Operating Year. The Contractor’s reports shall be completed within ten (10) Operating Days after the end of each Operating Day, Month, and Year, respectively.

The Contractor shall be responsible for the operation and maintenance of the scales and scale house at the Disposal Facility. The Contractor shall use its best efforts to ensure that the Contractor’s scales and automated data collection system at the scale house are operating properly at all times when the Disposal Facility is open for business. At a minimum, the Contractor shall maintain the scales in compliance with the manufacturer’s recommendations and the Contractor shall calibrate the scales at least one (1) time each year. If requested by the City, within ten (10) calendar days after each calibration, the Contractor shall provide the test results to the City with a letter confirming that the calibration has been completed and the scales are accurate.

If the Contractor’s scales are not operable for any reason (e.g., repairs), the Contractor shall estimate the quantity of Acceptable Waste delivered to the Disposal Facility by the City, based on (a) the average weight (net) of the City’s deliveries during the prior Operating Month, (b) the net weights measured with the scales at the City’s McKay Bay facilities before the delivery vehicles go from the McKay Bay Transfer Station to the Disposal Facility, if applicable, or (c) any other method that is mutually acceptable to the parties. If the City disputes the Contractor’s estimate, the dispute shall be resolved in accordance with Section 16.7 of this Agreement.

The City and the Contractor shall work together in a cooperative manner to resolve any questions concerning the accuracy of the Contractor’s scales and weight records. The City may hire, at its expense, an independent third party to verify the accuracy of the Contractor's scales and scale house records. If the independent third party determines that the scales are inaccurate by more than five percent (5%), the Contractor shall reimburse the City for the cost of the independent third party’s work. If any test indicates that the scales have not been operating properly, the Contractor shall promptly have the scales repaired at its sole cost and expense.

At any time either party may submit a claim to the other party for an adjustment to the amounts paid by the City with respect to the Acceptable Waste weighed at the scale house after the last recalibration of the scales. After a claim is filed, an independent engineering firm selected by the City shall determine the formula for calculating any adjustment and the amount of the adjustment (if any). If the independent engineering firm determines that the City overpaid the Contractor, the Contractor shall reimburse the City, with interest, and the Contractor shall pay all of the costs and expenses for the engineering firm’s work concerning the adjustments. However, if the independent engineering firm determines that the City underpaid the Contractor, the City shall pay the Contractor for any unpaid Cost Per Ton, plus interest as defined within this Agreement in Section 10.8 “Interest Payments”, and the City shall pay all of the costs and expenses for the engineering firm’s work concerning the adjustment. If the independent engineering firm determines that there was no overpayment or underpayment, the party requesting an adjustment shall pay all of the costs and expenses for the engineering firm’s work.

For the purposes of this Section, an “independent third party” or “independent engineering firm” shall mean a Person that is not providing any services to the City, the Contractor, or any affiliate or parent of the Contractor, or a Person that is mutually acceptable to the City and the Contractor.

3.4 Traffic Control for Delivery Vehicles

The Contractor shall use its best efforts to ensure that vehicles delivering the City’s Solid Waste to the Disposal Facility are weighed and unloaded as expeditiously as possible. The City’s vehicles shall be weighed at the scale house and allowed to unload at the Working Face in the same sequence in which the vehicles arrive at the Disposal Facility. The Contractor shall not allow other vehicles to circumvent the queue at the scale house or Working Face and thereby cut in line in front of the City’s vehicles. The Contractor shall use its best efforts to ensure that the On-site roads leading to and from the Working Face are adequately maintained at all times to allow safe and unimpeded access, without causing delays or damage to the delivery vehicles. If the City’s delivery vehicles become stuck or otherwise unable to move on the Site because of the condition of the Contractor’s access road, the Contractor shall promptly provide assistance in moving the vehicle, at no charge to the City.

3.5 Disposal of Acceptable Waste

On the Commencement Date and each Operating Day thereafter throughout the Term, the Contractor shall accept and lawfully dispose of all of the Acceptable Waste that is delivered to the Contractor’s Disposal Facility by or on behalf of the City.

3.6 Inspection, Acceptance, and Rejection of Solid Waste

The Contractor may inspect the Loads in the City’s vehicles at any time on the Site, consistent with the Contractor’s procedures for inspecting other vehicles. The Contractor shall have at least one trained spotter or operator on duty at the Working Face at all times when Solid Waste is delivered to the Working Face by or on behalf of the City. The Contractor’s spotter(s) or operator(s) shall inspect the City’s Solid Waste when it is unloaded and shall determine whether such material is Acceptable Waste. The Contractor may refuse to accept part or all of a Load of Solid Waste if the Contractor reasonably believes the rejected material consists of Unacceptable Waste. If part of a Load consists of Unacceptable Waste (e.g., a whole Waste Tire) that can be easily removed from the Acceptable Waste, the Contractor may reject the Unacceptable Waste, but the Contractor shall accept the portion of the Load that consists of Acceptable Waste.

If the Contractor reasonably believes that one of the City’s delivery vehicles is about to unload Unacceptable Waste at the Disposal Facility, the Contractor shall immediately notify the driver of such vehicle that he or she cannot unload the Unacceptable Waste. If a City vehicle already has unloaded Unacceptable Waste at the Disposal Facility, the Contractor shall immediately notify the driver, before the driver leaves the Disposal Facility, that the Unacceptable Waste has been rejected by the Contractor. After notifying the driver, the Contractor shall: load the Unacceptable Waste into the driver’s vehicle; place the Unacceptable Waste in a roll-off container; segregate the Unacceptable Waste from the active areas of the Working Face; or otherwise manage the Unacceptable Waste in compliance with this Agreement and Applicable Law.

In all cases, the Contractor shall be deemed to have accepted the Solid Waste delivered by or on behalf of the City when the Solid Waste is unloaded at the Disposal Facility, unless the Contractor informs the driver of the delivery vehicle, before the driver leaves the Disposal Facility, that the waste is being rejected as Unacceptable Waste and then (a) the Contractor loads the Unacceptable Waste back into the driver’s vehicle or (b) the Contractor gives notice in compliance with the following requirements:

(1) Within four (4) hours after informing the driver, the Contractor shall orally notify the Director’s designee that the Contractor has rejected the Unacceptable Material. When the Contractor provides oral notification to the Director’s designee, the Contractor also shall provide the Director’s designee with photographs of the Unacceptable Waste, the delivery vehicle, and the identification number on the delivery vehicle; and

(2) Within two (2) Operating Days after rejecting the Unacceptable Waste, the Contractor shall provide written notice to the Director and the written notice shall state the time and date when the Unacceptable Waste was rejected; the name of the driver; the identification number on the delivery vehicle; the reason(s) for rejecting the Unacceptable Waste; the estimated quantity of Unacceptable Waste; and how the Contractor has disposed of or will dispose of the Unacceptable Waste. The Contractor’s notice shall include photographs of the Unacceptable Waste, the delivery vehicle, and the identification number on the delivery vehicle.

The procedures in this Section 3.6 must be followed if the Contractor wishes to reject any Solid Waste that is unloaded at the Disposal Facility by or on behalf of the City. If the Contractor fails to comply with these procedures, the Contractor shall be deemed to have waived its right to reject the Unacceptable Waste.

Title, responsibility, and liability for all of the Solid Waste delivered by or on behalf of the City shall pass to the Contractor when such Solid Waste is accepted at the Disposal Facility. The Contractor shall arrange and pay for the disposal of all Solid Waste, including Unacceptable Waste that is accepted at the Disposal Facility.

If the Contractor refuses to accept Unacceptable Waste delivered by or on behalf of the City, and the Contractor complies with the notice requirements in Sections 3.6(b)(1) and 3.6(b)(2) for rejecting Unacceptable Waste, the Contractor may request the City to remove the Unacceptable Waste from the Disposal Facility. In such cases, the City shall remove the Unacceptable Waste at its cost within five (5) calendar days after receiving the Contractor’s request. In the alternative, the City may authorize the Contractor to arrange for the removal of the Unacceptable Waste at the City’s expense, subject to terms and conditions that are mutually acceptable to the parties.

3.7 Emergencies, Spills, Discharges, and Releases

If there is an emergency at the Disposal Facility or a spill, discharge, or release of a reportable quantity of any substance, or a fire that must be reported to FDEP, the Contractor shall promptly notify the FDEP and other agencies, if required by Applicable Law. The Contractor shall promptly initiate and complete clean-up activities, as necessary. If requested by the City, the Contractor shall advise the Director orally about the event and, if requested, the Contractor shall provide a written report to the Director within five (5) Operating Days, describing the problem that occurred, the clean-up activities that were implemented (if any), and the current status of the situation.

3.8 Citations for Noncompliance with Agency Regulations

The Contractor shall operate the Disposal Facility in compliance with Applicable Law and this Agreement. The Contractor shall respond promptly to all Citations concerning or related to the operations at the Disposal Facility. The Contractor shall provide a copy of each Citation to the City no later than five (5) Operating Days after the Citation is received by the Contractor. Thereafter, upon request, the Contractor shall inform the City about the on-going status of the Contractor's efforts to address the Citation. The Contractor shall notify the City when the Citation has been satisfactorily resolved. The Contractor shall pay all costs of investigating and responding to Citations, all costs of correcting deficiencies and achieving compliance with Applicable Law, and all fines assessed as a result of the Contractor's noncompliance with Applicable Law.

ARTICLE 4. CONTRACTOR'S RESPONSIBILITIES FOR THE DISPOSAL FACILITY

4.1 Ownership of Real Property

The Contractor shall own all right, title and interest in the Disposal Facility necessary to enable the Contractor to perform its obligations at the Disposal Facility pursuant to this Agreement. The Contractor shall obtain and maintain any and all land use servitudes, easements, and rights-of-way necessary for the performance of the obligations of both the City and the Contractor at the Site pursuant to this Agreement. The City, may in its sole discretion, allow Contractor’s Disposal Facility to be on leased property, propeorly permitted under Applicable Law, and manged and operated by Contractor.Among other things, the Contractor shall provide access to the Disposal Facility for the City during all times when the Facility is required to be open for business pursuant to Section 3.2 of this Agreement.

4.2 Contractor's Personnel and Equipment

The Contractor shall provide all equipment and personnel necessary to perform Contractor's duties under this Agreement in a safe, timely and efficient manner. All of the Contractor's employees shall be competent and appropriately trained for the tasks assigned to them. The employees shall receive training before they commence work under this Agreement and they shall receive updated, refresher training on a routine basis throughout the Term of this Agreement. All of the equipment used by the Contractor shall be designed for its proposed use. Such equipment shall be maintained and operated in accordance with the manufacturer’s recommendations. The Contractor shall make arrangements for or have access to additional equipment and workers, as necessary, to ensure that the operation of the Disposal Facility is not interrupted or halted. The Contractor shall have equipment and personnel available to properly handle and promptly dispose the first Load and the last Load of Acceptable Waste received each day at the Disposal Facility.

4.3 Operating Manual

The Contractor shall provide the City with an Operating Manual that describes how the Contractor will conduct its operations to comply with the requirements in this Agreement. At a minimum, the Contractor’s Operating Manual shall describe how: (a) the Disposal Facility will be operated during normal conditions to ensure the timely ingress and egress of delivery vehicles; (b) Solid Waste will be inspected; (c) Unacceptable Waste will be segregated from Acceptable Waste and lawfully disposed of; and (d) emergencies will be handled.

The Operating Manual shall include the Contractor's safety plan, which shall describe the Contractor's plans and procedures for ensuring that the Contractor's work under this Agreement will be performed in a safe and responsible manner. The Contractor's safety plan also shall describe the safety and loss control training that will be provided to the Contractor's employees providing services for the City under this Agreement. The Operating Manual shall contain the safety rules that will be applicable to visitors, including the City’s representatives, when they are on the Site.

The Operating Manual shall include an emergency plan, which shall describe the procedures that will be followed if there is an accident, emergency, or other life-threatening conditions at the Disposal Facility. At a minimum, the emergency plan shall describe the procedures that will be followed if there are: (a) spills, discharges, or reportable releases of Solid Waste, Leachate, or Hazardous Waste; (b) hurricanes or severe weather; (c) fires; or (d) other similar conditions that preclude or significantly hinder the use of the Disposal Facility.

The Contractor's Operating Manual shall be submitted to the Director at least ten (10) calendar days before the Effective Date. The Operating Manual shall be updated whenever the Contractor changes its operating procedures. The updated portions of the Operating Manual shall be resubmitted to the Director whenever the Operating Manual is updated.

The Operating Manual shall be provided to the Director for informational purposes only. The Director shall have no right to approve, reject, or revise the Operating Manual.

The Contractor is required to submit an operating plan to FDEP for approval pursuant to Applicable Law. The Contractor may submit its FDEP-approved operating plan to the Director and thereby satisfy the requirements for an Operating Manual, if the FDEP-approved operating plan contains the information required pursuant to this Section 4.3.

4.4 Communications Between the City and Contractor

The Contractor shall designate one or more qualified Persons to supervise and be responsible for the Contractor’s operations under this Agreement. The Contractor shall develop, implement and maintain a system that will allow the Contractor’s supervisor(s) and the Director to communicate with each other at any time, twenty-four (24) hours per day, seven (7) days per week. Among other things, the Contractor shall provide the Director with the names of the Contractor’s key personnel, plus their office telephone numbers, cell telephone numbers, and e-mail addresses. The Contractor's proposed communications system shall be subject to the Director's prior approval.

4.5 Preparation and Maintenance of Records

The Contractor shall prepare and maintain records that accurately and fully reflect the Contractor’s activities and transactions under this Agreement. The Contractor shall also develop and maintain an organized system for storing and readily retrieving its records concerning this Agreement. At a minimum, the Contractor's records shall include copies of: (a) all Permits required for the Contractor's activities under this Agreement; (b) all Citations; (c) all correspondence to and from FDEP and other regulatory agencies concerning the Contractor's activities at the Disposal Facility; (d) documents (e.g., scale house receipts) demonstrating that the City's Acceptable Waste has been accepted and disposed of at the Disposal Facility; (e) weight records from the Contractor’s scale house; (f) records verifying the calibration and accuracy of the scales used at the scale house; (g) all records required by Applicable Law and the Permits relating to the Disposal Facility; and (h) any other documents necessary to confirm that the Contractor has performed and is performing in compliance with this Agreement. The Contractor's records concerning this Agreement shall be retained by the Contractor for a minimum of six (6) years after the termination or expiration of this Agreement.

4.6 Contractor’s Reports to the City

The Contractor shall provide monthly reports to the City concerning the Contractor's performance under this Agreement. Each monthly report shall identify the number of Tons of Acceptable Waste, and the types and quantities of Unacceptable Waste, that were delivered to the Disposal Facility by or on behalf of the City during the prior month. At a minimum, each report shall address: (a) any Citations; (b) any new or revised operating practices or procedures that have been or will be implemented at the Disposal Facility and will affect the City; and (c) any unusual or unanticipated occurrence that has affected or is expected to affect the Contractor's performance under the Agreement. The monthly reports shall be submitted to the City within fifteen (15) Operating Days after the end of each Operating Month.

The Contractor shall provide a letter report to the City whenever the scales are calibrated at the Disposal Facility, pursuant to Section 3.3 of this Agreement.

Upon the City’s request, the Contractor shall provide a letter report to the City whenever there is an emergency, fire, or spill, discharge or reportable release, pursuant to Section 3.7 of this Agreement.

Within five (5) Operating Days after receiving a request from the City, the Contractor shall provide the City with a copy of any document that the Contractor submitted to FDEP or other environmental regulatory agency concerning the Site or the Contractor’s activities under this Agreement, including but not limited to any document that refers or relates to: (a) a spill, discharge, or release of Solid Waste, Leachate, or other solid or liquid waste that poses a risk of Pollution; (b) the Contractor’s failure or inability to comply with any Permit or Applicable Law; (c) the disposal capacity of the Disposal Facility; or (d) the disposal of the City’s Solid Waste at the Disposal Facility.

4.7 Annual Certification

The Contractor shall timely provide the City with all of the documents and reports required by this Agreement. During the first month of each Operating Year or such other time that is mutually acceptable to the parties, the Contractor shall certify in writing to the City that all required documents are current and have been filed with the City, including but not limited to the Contractor’s certificate of insurance, the latest version of the Contractor’s Operating Manual, and the current FDEP solid waste permit(s) authorizing the construction and operation of the Contractor’s Disposal Facility.

In addition, upon the City’s request, the Contractor shall submit estimates of the amount of disposal/storage capacity in the Disposal Facility that is (a) planned, (b) fully permitted, and (c) fully permitted and constructed, respectively. Upon request, the Contractor’s estimates shall identify the amount (volume) of airspace, the projected lifespan of the Disposal Facility at the current rate of waste disposal, and supporting calculations. Upon request, the Contractor shall provide documents demonstrating that the Contractor’s Disposal Facility has fully permitted capacity that is sufficient to accept all of the City’s Acceptable Waste (up to fifteen thousand (15,000) Tons per Operating Year), and also satisfy the requirements of all of the Contractor’s disposal contracts with Contractor’s other customers, at all times throughout the remainder of the Term of this Agreement.

4.8 Customer and Community Relations

All public complaints and inquiries (collectively "complaints") concerning the Disposal Facility shall be the sole responsibility of the Contractor.

4.9 Permits and Licenses

The Contractor shall secure, renew, modify if necessary, and pay for all…