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HomeMy WebLinkAboutAUGUSTA LANDFILL SOLID WASTE DISPOSAL AGREEMENT BETWEEN AUGUSTA, GEORGIA AND INLAND WASTE DBA ORION WASTE AUGUSTA LANDFILL SOLID WASTE DISPOSAL AGREEMENT THIS AGREEMENT is made and entered into this I"ti' day of (\\O e , 2019 by and between INLAND WASTE DBA ORION WASTE (hereinafter called "Customer") and AUGUSTA, GEORGIA, a political division of the State of Georgia, (hereinafter called "Augusta"). WHEREAS, Customer desires to transport Customer's non-hazardous waste to the Augusta Landfill for disposal, and Augusta desires to provide such disposal services for the Customer in accordance with and subject to the terms and conditions for this Agreement. NOW,THEREFORE, in consideration of the premises and the following mutual agreements and covenants,the Customer and Augusta, each intending to be legally bound, agree as follows: 1.0 DEFINITIONS 1.01 Customer Waste-Any non-hazardous Solid Waste or approved non-hazardous Special Waste collected or controlled by Customer. Customer's Waste will be delivered to the Augusta Landfill by Customer in waste collection vehicles containing only Customer Waste. 1.02 Disposal Fee-The amount set forth in Section 7.01 hereof, as adjusted, charged by Augusta for the performance of disposal services hereunder. 1.03 Governmental Approvals-All permits, licenses, and approvals required for the expansion, construction, and/or operation of the Augusta Landfill. 1.04 Hazardous Waste-Any chemical, compound, mixture, substance, or article which is designated by the United States Environmental Protection Agency or by any State having jurisdiction to be "hazardous" as that term is defined by or pursuant to federal or state law. 1.05 Non-Conforming Waste-Any waste excluded from the definition of Solid Waste and any Special Waste which has not been approved by Augusta and, if required, by any governmental agency having jurisdiction. 1.06 Augusta Landfill-The Deans Bridge Road Municipal Solid Waste (MSW) Landfill, which is owned and operated by Augusta and located at 4330 Deans Bridge Road, Blythe, Georgia. 1.07 Solid Waste-Any garbage,trash, rubbish, brush and other waste material allowed under the Governmental Approvals issued for the operation of the Augusta Landfill but excluding(a) any Hazardous Waste, and (b) any other material not allowed pursuant to applicable laws and regulations. 1.08 Special Waste-Any Customer Waste which requires special processing, handling, or disposal techniques which are different from the techniques normally utilized for handling or disposal or contains and added element of expense to transport or 1 dispose of as determined by Augusta or requires approval from any State agency and/or Augusta. Examples of such Special Waste types may include, but are not limited to: white goods,tires, mining wastes, fly ash, combustion ash, sludge, drilling fluids and drill cuttings, asbestos, industrial wastes, liquid wastes, infectious wastes and residue, pollution control residue,debris or contaminated soil and water from the cleanup of a spill. Special Waste requires a Waste Profile Sheet ("WPS") be submitted for approval prior to disposal. 1.09 Construction and Demolition Waste - Any Customer Waste that meets the definition of such per current Georgia Environmental Protection Department ("EPD") Rules. 1.10 Prohibited Wastes - Augusta shall not accept any such prohibited wastes as identified by the current Solid Waste Handling Permit issued to Augusta. In addition, Augusta will not accept any quantity Coal Ash or Coal Ash Residue. 2.0 SCOPE OF SERVICES 2.01 Landfill Disposal - Subject to the terms and conditions hereof, Customer agrees that it will deliver or cause to be delivered a significant portion of Customer Waste to the Augusta Landfill for disposal, and Augusta agrees that :t will accept such Customer Waste for disposal services at the Augusta Landfill from and after the date hereof in accordance with and subject to the terms and conditions of this Agreement. 3.0 DISPOSAL SERVICES 3.01 Disposal Operations- From and after the date hereof, Augusta shall accept, upon delivery, all Customer Waste and such approved Special Waste delivered by the Customer in waste collection vehicles containing only Customer Waste or approved Special Waste to the Augusta Landfill for disposal. 3.02 Inspection of Augusta Landfill -The Customer may, on a reasonable basis, as the Customer deems necessary and after giving Augusta advance written notice, make inspections of the Augusta Landfill during normal business hours; however, such inspections shall be made only by authorized employees or agents of the Customer accompanied by the Augusta Director of Environmental Services Department or any other person designated by the Augusta Director of Environmental Services. Such inspections shall not unreasonably interfere with Augusta's performance of any of its operations at the Augusta Landfill. Customer is under no duty to inspect the operations of Augusta and the failure to inspect shall not, in any way, create liability on the part of the Customer to Augusta. 3.03 Compliance with Laws and Permits-Augusta shall conduct disposal operations with respect to services performed hereunder in accordance with all applicable federal and state laws, rules and regulations, and the terms and conditions of the Governmental Approvals issued for the operation of the Augusta Landfill. 2 3.04 Holidays-The following shall be holidays for purposes of this Agreement: New Year's Day, Thanksgiving Day, Christmas Day, July 4th, Memorial Day, Labor Day Augusta may decide to observe any or all of the above-mentioned holidays by suspension of landfill operations on the holiday.Augusta will give the Customer advance written notice of Augusta's observance of any holiday. 3.05 Title-Title to Customer Waste delivered by the Customer shall pass to Augusta when accepted by Augusta at the Landfill. Acceptance is completed upon delivery by Customer to the Augusta Landfill and non-rejection by Augusta within a reasonable amount of time. Notwithstanding any provision of this Agreement to the contrary,title to and liability for Non-Conforming Wastes shall remain with the Customer and shall never pass to or be assumed by Augusta. 3.06 Special Waste-Where requested by Augusta,the Customer shall assist Augusta in identifying each generator of Special Waste. Customer shall also require each generator of Special Waste, in addition to any label, marking, manifest, or other such documentation required by any applicable law, regulation, or permit, to provide to Augusta, in advance of any shipment of Special Waste,a representative sample of the Special Waste to be disposed of by Augusta, and a detailed written physical and chemical description or analysis of the Special Waste, including, without limitation, a listing of unique characteristics and safety procedures, if such exists, that would be of significance to the handling of such Special Waste("Waste Profile Sheet"or"WPS"). The customer shall promptly furnish to Augusta any information regarding known, suspected or planned changes in composition of any such Special Waste and the Customer shall accordingly update the WPS. The Customer agrees that all Special Waste specified in a WPS and delivered to Augusta Landfill shall conform to the description set forth on the WPS. Such Special Waste shall not be delivered to Augusta for disposal until such WPS and representative sampling are analyzed and approved by Augusta.Augusta shall have the right to reject loads of bulky Special Wastes if in Augusta's judgment such loads would disrupt any normal operating procedures. 3.07 Non-Exclusive Use of Augusta Landfill -The use of the Augusta Landfill by the Customer shall be non-exclusive, and, in addition to the disposal of Customer Waste pursuant to this Agreement, Augusta shall have the absolute and unrestricted right to accept for disposal any waste materials not covered by this Agreement. Augusta shall also have the absolute and unrestricted right to accept waste materials brought to the Augusta Landfill by any other municipality or other body, corporation, person or other entity, public or private,for disposal. Augusta shall also have the absolute and unrestricted right to establish from time to time all fees, deductions, discounts, credits and allowances, and charge and retain such fees, for disposal of any waste materials (other than Customer Waste). 3.08 Inspection of Customer Waste -Augusta shall have the right to inspect any incoming loads of Customer Waste delivered to the Augusta Landfill for disposal for 3 compliance hereunder and reject any Non-Conforming Waste. Customer shall remove and properly dispose of all such Non-Conforming Waste at Customer's expense. 4.0 EFFECTIVE FE IVE DATE This Agreement shall be effective upon the execution of this Agreement by the Customer and Augusta, and the delivery of Customer Waste to the Augusta Landfill and performance of disposal services by Augusta hereunder shall commence on the date hereof in accordance with the terms and conditions of this Agreement. 5.0 INDEMNITY 5.01 Indemnity of Augusta -Augusta will indemnify and hold harmless the Customer, its officers, employees, and agents from and against any and all suits, actions, legal proceedings,claims,demands,damages,costs, expenses,and reasonable attorneys' fees incurred by the Customer to the extent resulting from (a) any breach by Augusta of any of its agreements hereunder, and (b) any negligent act or omission of Augusta, its employees or agents in the performance of services under this Agreement; provided, however, that Augusta shall not be obligated to indemnify the Customer from and against any suits, actions, legal proceedings, claims, demands, damages, costs, expenses or attorneys'fees to the extent resulting from negligent act or omission of the Customer or of any of its officers, agents, servants, employees or contractors or to the extent resulting from any breach by the Customer of any of its agreements hereunder . 5.02 Indemnity by Customer-The Customer will indemnify and hold harmless Augusta, its officers, employees, and agents from and against any and all suits, actions, legal proceedings,claims,demands,damages,costs,expenses,and reasonable attorneys' fees incurred by Augusta to the extent resulting from (a) any breach by the Customer and any of its agreements hereunder, and (b) any negligent act or omission of the Customer or any of its officers, agents, servants, employees or contractors; provided, however,that the Customer shall not be obligated to indemnify Augusta from and against any suits, actions, legal proceedings, claims, demands, damages, costs, expenses or attorneys'fees to the extent resulting from any negligent act or omission of Augusta or of any of its officers, agents,servants, employees or contractors or to the extent resulting from any breach by Augusta of any of its agreements hereunder. 5.03 Termination for Convenience - Augusta shall have the right to terminate this Agreement without cause by providing Customer one hundred eighty days (180) days written notice. 6.0 TERM This Agreement is for an initial term of ten (10) years from and after the date of execution of this Agreement to and including December 31, 2029. An additional ten (10) year term may 4 be mutually agreed upon by both Parties. This Agreement shall (i) terminate absolutely and without further obligation on the part of Augusta each and every December 31st, as required by OCGA § 36-60-13, as amended, unless terminated earlier in accordance with the termination provisions of this Agreement; (ii)automatically renew on each January 1st, unless terminated in accordance with the termination provisions of this Agreement; and (iii) terminate absolutely, with no further renewals, on December 31, 2039, unless further extended by written amendment mutually agreed upon by both Parties. 7.0 RATES FOR WASTE DELIVERED TO THE LANDFILL 7.01 Base Rate-For Customer Waste (exclusive of any Special Waste) disposal services rendered hereunder, Augusta will charge and the Customer will pay to Augusta, the rate as listed in this Section, as adjusted in accordance with the terms and provisions of Sections 7.02, 7.03, and 7.04 hereof, for each Ton of Customer Waste accepted at the Augusta Landfill for disposal. This Base Rate includes the current$0.75 per ton EPD fee and includes any Environmental Fees Augusta may charge. MSW-$28/ton for 0-1999 tons per month MSW-$26.50/ton for 2000-4999 tons per month Augusta further agrees that the Base Rate applies to the disposal of Customer Waste in a landfill disposal cell that is lined in accordance with applicable laws and regulations. 7.02 CPI Adjustment - On January 1, 2020 and every January 1 thereafter during this agreement and any additional terms of this agreement, the Base Rate then in effect shall be increased by the increase, if any, of the percentage of increase in the Consumer Price Index for All Urban Consumers (All Items-U.S. City Average), Water, Sewer and Trash-Garbage and Trash-Sub-Index as published by the U.S. Department of Labor, Bureau of Labor Statistics (CPI). The measurement period will be the immediate preceding January through December with the July 1, 2020 increase based on December 2018 statistics. 7.03 Change in Law Fees, Etc.-Augusta shall have the right to increase the Base Rate at any time to due to changes in Local, State and Federal regulations. These additional costs will be billed as a straight pass through to the Customer. The Customer will be notified thirty (30) days in advance of any such increase and will be provided documentation to substantiate any additional charge. 7.04 Special Wastes-The Disposal Fee shall apply with respect to Special Waste, however asbestos-containing materials waste will be charged at the current posted landfill gate rate. The charge for the disposal of large quantities of Special Waste shall be set by mutual agreement of the Parties on a periodic, case-by-case basis; with the approval of the Augusta Administrator and Director of Environmental Services. Request of a project- rate shall be made 30-days in advance of any such disposal. 5 7.05 Billings to Customer-Augusta will invoice the Customer on a monthly basis for disposal services rendered during the preceding calendar month and the Customer will remit payment for each invoice without set-off or deduction to Augusta within thirty(30) working days of the date of such invoice. Such billing shall be based on the Disposal Fee as adjusted pursuant to Sections 7.02, 7.03 and 7.04 hereof. 8.0 INSURANCE AND PERFORMANCE 8.01 Coverages The Customer shall at all times during the Agreement, maintain in full force and effect General Liability, Workmen's Compensation Insurance, Pollution Liability Insurance, and Bodily Injury and Property Damage Liability. The Customer agrees to furnish copies of insurance certificates upon request. 8.02 Leaks and Spills, Safe Transport Customer is fully responsible for the safe and legal transport of any such wastes or materials that is transported through or brought to the Augusta Landfill in their vehicles and shall be responsible for the cleanup of any such litter, leak, spill, or other release from such vehicle while in Augusta-Richmond County. 9.0 DEFAULT Except as otherwise provided herein, if either Party breaches any of the material provisions of this Agreement and fails to cure such breach within a period of thirty(30) days after receiving written notice setting forth a detailed description of such,breach from the other Party, unless a longer period of time is required to cure such breach and the Party breaching shall have failed to commence to cure such beach within said thirty(30) day period and pursue diligently to completion thereof,then the other Party may terminate this Agreement; provided, however, that the foregoing provisions relating to notice of breach and cure shall not apply to any failure of Customer to pay Augusta for services rendered hereunder . 10.0 MISCELLANEOUS 10.01 Transferability- No assignment of this Agreement or any right accruing under this Agreement shall be made in whole or in part by the Customer without the express prior written consent of Augusta or by Augusta without the express prior written consent of the Customer, except that Augusta without the consent of the Customer may assign and delegate any of its rights and obligations under this Agreement or subcontract the performance of any services to be rendered hereunder to any corporation or other entity which controls, or is controlled by, or is under common control with Augusta. 10.02 Force Majeure-The obligations of Augusta hereunder are subject to and excused in the event of the occurrence of any contingency beyond its reasonable control including, without limitation, (i)strikes, riots, wars, acts of God, accidents, (ii) compliance with any law, regulation, order or decree, and (iii)the denial, loss, 6 • suspension, expiration,termination, revocation or failure of issuance or renewal of any permit, license of other governmental approval required to construct and/or operate the Augusta Landfill. 10.03 Governing Law - This Agreement shall be governed by the laws of the State of Georgia. 10.04 Notices- Any notice which is permitted or required under this Agreement shall be duly given if in writing and either delivered personally to the person whom it is required to be given or sent registered or certified mail,return receipt requested, postage prepaid as follows: If to Customer: Inland Waste Solutions Chief Financial Officer 7241 Delainey Court Lakewood Ranch, Florida 34240 With Copy: Inland Waste Solutions General Manager 3925 Goshen Industrial Blvd Augusta, Georgia 30906 If to Augusta: Augusta, Georgia Environmental Services Department 4330 Deans Bridge Road Blythe, Georgia 30805 With copy: Augusta Georgia Office of the Mayor 535 Telfair Street, Suite 200 Augusta, Georgia, 30901 Each Party shall have the right,from time to time,to designate a different address by notice given in conformity with this Section. 10.05 Severability- In case anyone or more of the provisions contained in this Agreement shall,for any reason, be held to be invalid, illegal or unenforceable in any respect or its inclusion shall result in the invalidity, illegality or unenforceability of this Agreement, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein; provided, however,that it is the intention of the Parties hereto that in lieu of each term, clause, or provision that is help to be invalid, illegal or unenforceable, there shall be added as a part of this Agreement a term, clause or provision as similar in terms to such invalid, illegal or unenforceable term, clause or provision as may be possible and be valid, legal or enforceable. 7 10.06 Cumulative Remedies-all rights, remedies and powers shall be deemed cumulative and not exclusive of any rights, remedies or powers available. No delay or omission to exercise any right, remedy or power shall impair such right, remedy or power or shall be construed to be a waiver of any breach or any acquiescence therein.Any such right, remedy or power may be exercised from time to time, independently or concurrently,and as often as shall be deemed expedient. No single or partial exercise of any right, remedy or power shall preclude other or further exercise thereof. In the event of a material breach of this Agreement by either Party,the non- breaching Party shall have all rights and remedies available under the laws of the State of Georgia, including the right to require that this Agreement be performed in accordance with its written terms and conditions.All claims, disputes and other matters in question between the Seller and the Buyer arising out of or relating to the Agreement, or the breach thereof,shall be decided in the Superior Court of Richmond County, Georgia. The Buyer, by executing this Agreement, specifically consents to venue in Augusta and waives any right to contest the venue in the Superior Court of Richmond County, Georgia. 10.07 Independent Contractor/No Agency- Customer will act hereunder as an independent contractor and not as an agent of the Augusta. Further, the Customer is not an agent of Augusta or empowered or authorized to obligate Augusta in any way. 10.08 Open Records Act-The Parties shall comply with the Georgia Open Records Act, O.C.G.A. §§ 50-18-70 et seq. 10.09 Entire Agreement-This Agreement constitutes the entire agreement and understanding between the Parties relating to the subject matter hereof and cancels and supersedes all prior negotiations, representations,proposals, understandings and agreements, either written or oral, relating to the subject matter hereof. 10.10 Modifications and Waiver - The Parties must mutually agree upon any changes in the Agreement and must be incorporated by written amendments to the Agreement. The Augusta Administrator or their designee shall have the authority to amend the Agreement on behalf of Augusta. This Agreement shall not be modified, altered, changed or amended unless in writing and signed by the Parties. [SIGNATURES ON THE FOLLOWING PAGE] 8 EXECUTED by their duly authorized representatives, who hereby certify that their signatures below bind the Parties to the terms and conditions of this Agreement, as of the day and year first above written. INLAND WASTE SOLUTIONS AUGUSTA, GEORGIA By: 20 By: 1Y4.--4 .------7:-------------Th r Arc Printed Name/ v 'Om rLIM. ti/14/$r i n t e d Name: 6)---6.,- .A--, ,,,if (9,,,-: Title: �3J Title: ! 47 ®Y AT S02 ;ATTEST:` q) ,. ,.'t+ 4� By. icy ' Printed Name: `lEI'1% 1vJiP C� ;printf me , . #4,irie) jVR. ape Mgr a ' Title: D title e.: �� i���g.,� , .P 34,./ z..104216 i t }b y 9