|
to an Alternate Processing Facility, REPUBLIC shall pay the Alternate Transfer Station Fee as
<br />set forth in Exhibit "C" and may either remove the Program Materials at its own cost,
<br />including fuel and labor, or REPUBLIC shall pay the Disposal Fee for the Loads to be delivered
<br />to the IRC Landfill.
<br />12. Responsibilities for Employment Taxes, Personal Injuries and Damages:
<br />(a) Each Party shall be responsible for all employment taxes for its respective employees.
<br />(b) REPUBLIC agrees to indemnify, defend and hold harmless SWDD, its commissioners, officers,
<br />employees, agents, contractors, successors and assigns from and against any and all claims,
<br />counterclaims, suits, demands, actions, causes of action, damages, setoffs, liens, attachments,
<br />judgments, debts, expenses or other liabilities of whatsoever kind or nature, to the extent caused
<br />by or resulting from (i) any negligence or willful misconduct of REPUBLIC, its employees and
<br />agents in connection such party's performance under this Contract, or (ii) a breach of any of the
<br />covenants, agreements, representations or warranties of such party set forth in this Contract.
<br />(c) Except as expressly stated in these standard terms, no indemnification obligations shall exist
<br />between REPUBLIC and SWDD.
<br />13. Facility Transition Assistance:
<br />REPUBLIC supports the need by SWDD to upgrade the current Facility to a more permanent facility to
<br />avoid the loss of materials due to weather. Republic Services is open to discussing some transition cost
<br />assistance with the relocation of the existing single stream transfer station. This discussion will be addressed
<br />separately through a Memorandum of Understanding between SWDD and REPUBLIC. Any operational
<br />changes requiring additional services by REPUBLIC, if any, under that agreement will also be addressed
<br />separately.
<br />14. General:
<br />(a) Independent Contractor. Each party hereto shall perform their obligations under this Contract
<br />as independent contractors. Neither party hereto, nor any of its employees, agents or
<br />subcontractors, shall be, purport to be, or be deemed, the agent of the other party hereto.
<br />(b) Assignment; Binding Effect. Neither party hereto may assign this Contract without the other
<br />party's prior written consent; provided, however, either party hereto may, without the prior
<br />consent of the other party hereto, assign this Contract to a subsidiary of the assigning party or its
<br />parent company, or to a successor -in -interest in such party's business. This Contract shall be
<br />binding upon and shall inure to the benefit of the parties hereto and their respective successors
<br />and permitted assignees.
<br />(c) Entire Agreement. This Contract supersedes all prior agreements, written or oral, with respect
<br />to the subject matter of this Contract.
<br />(d) Severability. If any one or more of the provisions contained in this Contract is, for any reason,
<br />held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
<br />unenforceability shall not affect any other provisions of this Contract, and all other provisions
<br />shall remain in full force and effect.
<br />Page 5 of 11
<br />
|