Loading...
HomeMy WebLinkAbout2010-313 CONTRACT AGREEMENT INDIAN RIVER COUNTY SOLID WASTE DISPOSAL DISTRICT a ' � � } ' O INDIAN RIVER COUNTY, FLORIDA � 3 • C SOLID WASTE OPERATIONS AND MAINTENANCE CAb6fJOA) This Contract Agreement ( "Agreement" ) is entered into this 1St day of January' 2011 ( " Effective Date " ) by and between INDIAN RIVER COUNTY SOLID WASTE DISPOSAL DISTRICT, a dependent special district of Indian River County, Florida , whose address is c/o Department of Utility Services, 1801 27th Street , Vero Beach Florida 32960 ( hereinafter referred to as the " District" or "SWDD " ) , and Republic Services of Florida Limited Partnership whose address is 3905 Oslo Road , Vero Beach FL 32968, ( hereinafter referred to as the " Contractor " ) , for the services set forth herein . WITNESSETH : WHEREAS, the County through its Solid Waste Disposal District, hereinafter referred to as the SWDD , is responsible for the Operations of publicly contracted residential refuse disposal in the County; and WHEREAS, the purpose of managing refuse disposal in the County is to provide for the disposal of refuse by a contractor performing under a public contract; and WHEREAS, the County wishes to employ the Contractor to provide Solid Waste Operations and Maintenance Services ; and WHEREAS, the Chairman of the Board of County Commissioners is the Chairman of the SWDD Board of Commissioners and is the duly- authorized designee of the Board to act as signatory of this instrument on behalf of the SWDD and is responsible for all contractual changes and modifications hereto ; and WHEREAS, the Director of the SWDD as designee of the Board shall serve as the SWDD ' s Contract administrator for this contract and shall approve all services rendered hereunder; NOW, THEREFORE , in consideration of these premises, and other good and valuable consideration , the receipt and sufficiency of which are hereby acknowledged , the parties hereto, intending to be legally bound , covenant and agree to as follows : ARTICLE 1 — SCOPE OF WORK i ) Landfill Location . The Indian River County Landfill is located in southern Indian River County, east of Interstate 95 , south of Oslo Road , and west of Rangeline Road at 1325 74th Avenue SW in Vero Beach , Florida . ii ) Customer Convenience Center Locations . The five ( 5 ) Customer Convenience Centers ( CCCs ) are located at Winter Beach ( 3955 65th Street ) , Roseland ( 7860 130th Street ) , CONTRACT AGREEMENT INDIAN RIVER COUNTY SOLID WASTE DISPOSAL DISTRICT INDIAN RIVER COUNTY, FLORIDA SOLID WASTE OPERATIONS AND MAINTENANCE CA17fJii i ©�J r � o - 213 This Contract Agreement ( "Agreement" ) is entered into this 1St day of January , 2011 ( " Effective Date " ) by and between INDIAN RIVER COUNTY SOLID WASTE DISPOSAL DISTRICT, a dependent special district of Indian River County, Florida , whose address is c/ o Department of Utility Services , 1801 27th Street , Vero Beach , Florida 32960 ( hereinafter referred to as the " District" or " SWDD " ) , and Republic Services of Florida , Limited Partnership whose address is 3905 Oslo Road , Vero Beach , FL 32968, ( hereinafter referred to as the " Contractor " ) , for the services set forth herein . WITNESSETH : WHEREAS , the County through its Solid Waste Disposal District, hereinafter referred to as the SWDD , is responsible for the Operations of publicly contracted residential refuse disposal in the County; and WHEREAS, the purpose of managing refuse disposal in the County is to provide for the disposal of refuse by a contractor performing under a public contract ; and WHEREAS , the County wishes to employ the Contractor to provide Solid Waste Operations and Maintenance Services ; and WHEREAS, the Chairman of the Board of County Commissioners is the Chairman of the SWDD Board of Commissioners and is the duly- authorized designee of the Board to act as signatory of this instrument on behalf of the SWDD and is responsible for all contractual changes and modifications hereto ; and WHEREAS, the Director of the SWDD as designee of the Board shall serve as the SWDD ' s Contract administrator for this contract and shall approve all services rendered hereunder; NOW, THEREFORE , in consideration of these premises , and other good and valuable consideration , the receipt and sufficiency of which are hereby acknowledged , the parties hereto , intending to be legally bound , covenant and agree to as follows : ARTICLE 1 - SCOPE OF WORK i ) Landfill Location . The Indian River County Landfill is located in southern Indian River County, east of Interstate 95 , south of Oslo Road , and west of Rangeline Road at 1325 74th Avenue SW in Vero Beach , Florida . ii ) Customer Convenience Center Locations . The five ( 5 ) Customer Convenience Centers ( CCCs ) are located at Winter Beach ( 3955 65th Street ) , Roseland ( 7860 130th Street ) , CONTRACT AGREEMENT INDIAN RIVER COUNTY SOLID WASTE DISPOSAL DISTRICT INDIAN RIVER COUNTY, FLORIDA SOLID WASTE OPERATIONS AND MAINTENANCE CA17fJii i ©�J r � o - 213 This Contract Agreement ( "Agreement" ) is entered into this 1St day of January , 2011 ( " Effective Date " ) by and between INDIAN RIVER COUNTY SOLID WASTE DISPOSAL DISTRICT, a dependent special district of Indian River County, Florida , whose address is c/ o Department of Utility Services , 1801 27th Street , Vero Beach , Florida 32960 ( hereinafter referred to as the " District" or " SWDD " ) , and Republic Services of Florida , Limited Partnership whose address is 3905 Oslo Road , Vero Beach , FL 32968, ( hereinafter referred to as the " Contractor " ) , for the services set forth herein . WITNESSETH : WHEREAS , the County through its Solid Waste Disposal District, hereinafter referred to as the SWDD , is responsible for the Operations of publicly contracted residential refuse disposal in the County; and WHEREAS, the purpose of managing refuse disposal in the County is to provide for the disposal of refuse by a contractor performing under a public contract ; and WHEREAS , the County wishes to employ the Contractor to provide Solid Waste Operations and Maintenance Services ; and WHEREAS, the Chairman of the Board of County Commissioners is the Chairman of the SWDD Board of Commissioners and is the duly- authorized designee of the Board to act as signatory of this instrument on behalf of the SWDD and is responsible for all contractual changes and modifications hereto ; and WHEREAS, the Director of the SWDD as designee of the Board shall serve as the SWDD ' s Contract administrator for this contract and shall approve all services rendered hereunder; NOW, THEREFORE , in consideration of these premises , and other good and valuable consideration , the receipt and sufficiency of which are hereby acknowledged , the parties hereto , intending to be legally bound , covenant and agree to as follows : ARTICLE 1 - SCOPE OF WORK i ) Landfill Location . The Indian River County Landfill is located in southern Indian River County, east of Interstate 95 , south of Oslo Road , and west of Rangeline Road at 1325 74th Avenue SW in Vero Beach , Florida . ii ) Customer Convenience Center Locations . The five ( 5 ) Customer Convenience Centers ( CCCs ) are located at Winter Beach ( 3955 65th Street ) , Roseland ( 7860 130th Street ) , CONTRACT AGREEMENT INDIAN RIVER COUNTY SOLID WASTE DISPOSAL DISTRICT INDIAN RIVER COUNTY, FLORIDA SOLID WASTE OPERATIONS AND MAINTENANCE CA17fJii i ©�J r � o - 213 This Contract Agreement ( "Agreement" ) is entered into this 1St day of January , 2011 ( " Effective Date " ) by and between INDIAN RIVER COUNTY SOLID WASTE DISPOSAL DISTRICT, a dependent special district of Indian River County, Florida , whose address is c/ o Department of Utility Services , 1801 27th Street , Vero Beach , Florida 32960 ( hereinafter referred to as the " District" or " SWDD " ) , and Republic Services of Florida , Limited Partnership whose address is 3905 Oslo Road , Vero Beach , FL 32968, ( hereinafter referred to as the " Contractor " ) , for the services set forth herein . WITNESSETH : WHEREAS , the County through its Solid Waste Disposal District, hereinafter referred to as the SWDD , is responsible for the Operations of publicly contracted residential refuse disposal in the County; and WHEREAS, the purpose of managing refuse disposal in the County is to provide for the disposal of refuse by a contractor performing under a public contract ; and WHEREAS , the County wishes to employ the Contractor to provide Solid Waste Operations and Maintenance Services ; and WHEREAS, the Chairman of the Board of County Commissioners is the Chairman of the SWDD Board of Commissioners and is the duly- authorized designee of the Board to act as signatory of this instrument on behalf of the SWDD and is responsible for all contractual changes and modifications hereto ; and WHEREAS, the Director of the SWDD as designee of the Board shall serve as the SWDD ' s Contract administrator for this contract and shall approve all services rendered hereunder; NOW, THEREFORE , in consideration of these premises , and other good and valuable consideration , the receipt and sufficiency of which are hereby acknowledged , the parties hereto , intending to be legally bound , covenant and agree to as follows : ARTICLE 1 - SCOPE OF WORK i ) Landfill Location . The Indian River County Landfill is located in southern Indian River County, east of Interstate 95 , south of Oslo Road , and west of Rangeline Road at 1325 74th Avenue SW in Vero Beach , Florida . ii ) Customer Convenience Center Locations . The five ( 5 ) Customer Convenience Centers ( CCCs ) are located at Winter Beach ( 3955 65th Street ) , Roseland ( 7860 130th Street ) , r` Gifford 4901 41 " Street ) , Oslo ( 950 1St Place ) , and Fellsmere ( 12510 County Road 512 ) . Hours of Operation . The Indian River County Landfill shall be operational seven days a week from 7 AM to 5 PM and the five Customer Convenience Centers shall be operational five days a week from 7 AM to 6 PM with the exception of the following five holidays : New Year' s Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day . All CCCs are closed on Wednesday' s ; Winter Beach , Roseland and Gifford CCCs are closed on Tuesdays whereas Oslo and Fellsmere CCCs are closed on Thursdays . The Scope of Work under this contract shall include, but not Limited to, the professional operation , management and post closure requirements of the Class 1 landfill , as detailed in the Contract Documents, that accepts the co- disposal of both municipal solid waste ( MSW ) and construction & demolition ( C& D ) debris ; for the operation and maintenance of the landfill GCCS ( which includes routine maintenance and preventive maintenance ) and the operation and maintenance of the adjacent storm water management system and associated roads . The Contractor shall comply with all federal , state and local laws , ordinances and regulations, including the rules and regulations of the EPA and the State of Florida Department of Environmental Protection . The Contractor will provide trained and licensed staff, equipment, fuel , daily and intermediate cover, insurance/bonding, and be responsible for paying electrical usage and leachate disposal costs . The Contractor shall provide routine operation engineering, surveying, soil and erosion compliance, preventative equipment maintenance , hazardous and infectious waste screening, on -site waste reduction services, controlling access to the Class 1 landfill area , and cooperation with the owner to facilitate third party services such as ground and surface water monitoring, groundwater monitoring, methane monitoring and weighing solid waste . SWDD will not guarantee any minimum or maximum quantity of MSW and C & D debris . SWDD will not guarantee any minimum or maximum flow rate or quality of landfill gas now or in the future . In addition , the Scope of Work under this contract shall include , but not limited to, the professional operation and management of the non - Class 1 landfill portions of the Indian River County Landfill site, as detailed in the Contract Documents, including but not limited to the management of the Municipal Recovery Facility ( MRF ) , the Small Load Drop - off Area , the Waste Tire Facility, the Metal Storage Area , the Household Hazardous Waste ( HHW ) Facility, Clean Concrete Storage Area and other maintenance activities as well as the off-site activities associated with the operations and maintenance of the five customer convenience centers including transportation and disposal service for eight ( 8 ) specific locations , up to twenty ( 20 ) roadway cleanup projects, and up to twenty ( 20 ) special events . The Contractor will provide trained and licensed staff, equipment, fuel , insurance/bonding, and be responsible for paying utility costs . The Scope of Work shall also include monthly meetings at a minimum which will be attended by the senior onsite person for the Contractor and by SWDD . In addition , a copy of a r` Gifford 4901 41 " Street ) , Oslo ( 950 1St Place ) , and Fellsmere ( 12510 County Road 512 ) . Hours of Operation . The Indian River County Landfill shall be operational seven days a week from 7 AM to 5 PM and the five Customer Convenience Centers shall be operational five days a week from 7 AM to 6 PM with the exception of the following five holidays : New Year' s Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day . All CCCs are closed on Wednesday' s ; Winter Beach , Roseland and Gifford CCCs are closed on Tuesdays whereas Oslo and Fellsmere CCCs are closed on Thursdays . The Scope of Work under this contract shall include, but not Limited to, the professional operation , management and post closure requirements of the Class 1 landfill , as detailed in the Contract Documents, that accepts the co- disposal of both municipal solid waste ( MSW ) and construction & demolition ( C& D ) debris ; for the operation and maintenance of the landfill GCCS ( which includes routine maintenance and preventive maintenance ) and the operation and maintenance of the adjacent storm water management system and associated roads . The Contractor shall comply with all federal , state and local laws , ordinances and regulations, including the rules and regulations of the EPA and the State of Florida Department of Environmental Protection . The Contractor will provide trained and licensed staff, equipment, fuel , daily and intermediate cover, insurance/bonding, and be responsible for paying electrical usage and leachate disposal costs . The Contractor shall provide routine operation engineering, surveying, soil and erosion compliance, preventative equipment maintenance , hazardous and infectious waste screening, on -site waste reduction services, controlling access to the Class 1 landfill area , and cooperation with the owner to facilitate third party services such as ground and surface water monitoring, groundwater monitoring, methane monitoring and weighing solid waste . SWDD will not guarantee any minimum or maximum quantity of MSW and C & D debris . SWDD will not guarantee any minimum or maximum flow rate or quality of landfill gas now or in the future . In addition , the Scope of Work under this contract shall include , but not limited to, the professional operation and management of the non - Class 1 landfill portions of the Indian River County Landfill site, as detailed in the Contract Documents, including but not limited to the management of the Municipal Recovery Facility ( MRF ) , the Small Load Drop - off Area , the Waste Tire Facility, the Metal Storage Area , the Household Hazardous Waste ( HHW ) Facility, Clean Concrete Storage Area and other maintenance activities as well as the off-site activities associated with the operations and maintenance of the five customer convenience centers including transportation and disposal service for eight ( 8 ) specific locations , up to twenty ( 20 ) roadway cleanup projects, and up to twenty ( 20 ) special events . The Contractor will provide trained and licensed staff, equipment, fuel , insurance/bonding, and be responsible for paying utility costs . The Scope of Work shall also include monthly meetings at a minimum which will be attended by the senior onsite person for the Contractor and by SWDD . In addition , a copy of a r` Gifford 4901 41 " Street ) , Oslo ( 950 1St Place ) , and Fellsmere ( 12510 County Road 512 ) . Hours of Operation . The Indian River County Landfill shall be operational seven days a week from 7 AM to 5 PM and the five Customer Convenience Centers shall be operational five days a week from 7 AM to 6 PM with the exception of the following five holidays : New Year' s Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day . All CCCs are closed on Wednesday' s ; Winter Beach , Roseland and Gifford CCCs are closed on Tuesdays whereas Oslo and Fellsmere CCCs are closed on Thursdays . The Scope of Work under this contract shall include, but not Limited to, the professional operation , management and post closure requirements of the Class 1 landfill , as detailed in the Contract Documents, that accepts the co- disposal of both municipal solid waste ( MSW ) and construction & demolition ( C& D ) debris ; for the operation and maintenance of the landfill GCCS ( which includes routine maintenance and preventive maintenance ) and the operation and maintenance of the adjacent storm water management system and associated roads . The Contractor shall comply with all federal , state and local laws , ordinances and regulations, including the rules and regulations of the EPA and the State of Florida Department of Environmental Protection . The Contractor will provide trained and licensed staff, equipment, fuel , daily and intermediate cover, insurance/bonding, and be responsible for paying electrical usage and leachate disposal costs . The Contractor shall provide routine operation engineering, surveying, soil and erosion compliance, preventative equipment maintenance , hazardous and infectious waste screening, on -site waste reduction services, controlling access to the Class 1 landfill area , and cooperation with the owner to facilitate third party services such as ground and surface water monitoring, groundwater monitoring, methane monitoring and weighing solid waste . SWDD will not guarantee any minimum or maximum quantity of MSW and C & D debris . SWDD will not guarantee any minimum or maximum flow rate or quality of landfill gas now or in the future . In addition , the Scope of Work under this contract shall include , but not limited to, the professional operation and management of the non - Class 1 landfill portions of the Indian River County Landfill site, as detailed in the Contract Documents, including but not limited to the management of the Municipal Recovery Facility ( MRF ) , the Small Load Drop - off Area , the Waste Tire Facility, the Metal Storage Area , the Household Hazardous Waste ( HHW ) Facility, Clean Concrete Storage Area and other maintenance activities as well as the off-site activities associated with the operations and maintenance of the five customer convenience centers including transportation and disposal service for eight ( 8 ) specific locations , up to twenty ( 20 ) roadway cleanup projects, and up to twenty ( 20 ) special events . The Contractor will provide trained and licensed staff, equipment, fuel , insurance/bonding, and be responsible for paying utility costs . The Scope of Work shall also include monthly meetings at a minimum which will be attended by the senior onsite person for the Contractor and by SWDD . In addition , a copy of a r` Gifford 4901 41 " Street ) , Oslo ( 950 1St Place ) , and Fellsmere ( 12510 County Road 512 ) . Hours of Operation . The Indian River County Landfill shall be operational seven days a week from 7 AM to 5 PM and the five Customer Convenience Centers shall be operational five days a week from 7 AM to 6 PM with the exception of the following five holidays : New Year' s Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day . All CCCs are closed on Wednesday' s ; Winter Beach , Roseland and Gifford CCCs are closed on Tuesdays whereas Oslo and Fellsmere CCCs are closed on Thursdays . The Scope of Work under this contract shall include, but not Limited to, the professional operation , management and post closure requirements of the Class 1 landfill , as detailed in the Contract Documents, that accepts the co- disposal of both municipal solid waste ( MSW ) and construction & demolition ( C& D ) debris ; for the operation and maintenance of the landfill GCCS ( which includes routine maintenance and preventive maintenance ) and the operation and maintenance of the adjacent storm water management system and associated roads . The Contractor shall comply with all federal , state and local laws , ordinances and regulations, including the rules and regulations of the EPA and the State of Florida Department of Environmental Protection . The Contractor will provide trained and licensed staff, equipment, fuel , daily and intermediate cover, insurance/bonding, and be responsible for paying electrical usage and leachate disposal costs . The Contractor shall provide routine operation engineering, surveying, soil and erosion compliance, preventative equipment maintenance , hazardous and infectious waste screening, on -site waste reduction services, controlling access to the Class 1 landfill area , and cooperation with the owner to facilitate third party services such as ground and surface water monitoring, groundwater monitoring, methane monitoring and weighing solid waste . SWDD will not guarantee any minimum or maximum quantity of MSW and C & D debris . SWDD will not guarantee any minimum or maximum flow rate or quality of landfill gas now or in the future . In addition , the Scope of Work under this contract shall include , but not limited to, the professional operation and management of the non - Class 1 landfill portions of the Indian River County Landfill site, as detailed in the Contract Documents, including but not limited to the management of the Municipal Recovery Facility ( MRF ) , the Small Load Drop - off Area , the Waste Tire Facility, the Metal Storage Area , the Household Hazardous Waste ( HHW ) Facility, Clean Concrete Storage Area and other maintenance activities as well as the off-site activities associated with the operations and maintenance of the five customer convenience centers including transportation and disposal service for eight ( 8 ) specific locations , up to twenty ( 20 ) roadway cleanup projects, and up to twenty ( 20 ) special events . The Contractor will provide trained and licensed staff, equipment, fuel , insurance/bonding, and be responsible for paying utility costs . The Scope of Work shall also include monthly meetings at a minimum which will be attended by the senior onsite person for the Contractor and by SWDD . In addition , a copy of a all communications with FDEP and with any other regulatory agencies regarding the solid waste operation shall be provided to SWDD . The Contractor shall develop an Operations and Maintenance Plan and a Health & Safety Plan to ensure that employees have the proper training and tools to adequately provide the services to the residents of Indian River County . This plan shall be comprehensive in nature and shall be consistent with the FDEP approved Operations plan . This plan shall be submitted to the SWDD for approval 3 weeks prior to starting work . The Contractor is responsible for providing other disposal services as specified in this contract and as required by the current Florida Department of Environmental Protection Class 1 landfill Operating Permit No . 5031 - 0128769 -018 and a Title V Air Operation Permit ( Permit No . 0610015 -003 -AV ) , as amended or renewed in the future, and other State and Federal permits for water and air quality, and all local Indian River County ordinances . The Contractor, at SWDD ' s request and subject to mutually satisfactory negotiated terms and acceptable compensation , shall agree to provide additional services in connection with the Indian River County Landfill and the customer convenience centers not included above and as required by SWDD . SWDD will continue to operate and manage services not listed . above, including but not limited to, the Operations of the Biosolids Facility, the Scale House, and the Administration Office and also retain contractual services for such items as the Yard Waste Facility, and HHW disposal , as well as the marketing of the recyclable materials . ARTICLE 2 - TERM OF CONTRACT The term of this Contract is for a period of seven ( 7 ) years and shall commence on the Effective Date , or no later than January 1 , 2011 , and end December 31 . 2017, unless sooner terminated in accordance with its terms . The obligations of SWDD under this Contract are subject to the continuing appropriation of funds by the County to SWDD for the services to be performed under this Contract; provided , however, that if the County does not appropriate funding to meet its obligations under this Contract, or provide funding from any other source, then this Contract shall automatically terminate . The term of this Contract may be extended for one ( 1 ) additional period of . seven ( 7 ) years at the mutual agreement of the Contractor and SWDD . The Contractor shall be notified by SWDD no later than December 31 , 2016 of its intent to renew or not to renew the Contract . i ) Final Inspection . Upon termination or completion of the Contract, SWDD, accompanied by the Contractor, will inspect all items of SWDD -furnished and SWDD - owned equipment and facilities and shall jointly prepare a list of items requiring repair as a result of the Contractor' s use . Final payment will not be made until the required repairs have been completed . Equipment and facilities which have deteriorated due to normal use need not be repaired to a new condition . ii ) SUSPENSION OF CONTRACT. If a labor strike or any other disruption in Contractor' s performance occurs and if it is determined by the County/SWDD, in its reasonable all communications with FDEP and with any other regulatory agencies regarding the solid waste operation shall be provided to SWDD . The Contractor shall develop an Operations and Maintenance Plan and a Health & Safety Plan to ensure that employees have the proper training and tools to adequately provide the services to the residents of Indian River County . This plan shall be comprehensive in nature and shall be consistent with the FDEP approved Operations plan . This plan shall be submitted to the SWDD for approval 3 weeks prior to starting work . The Contractor is responsible for providing other disposal services as specified in this contract and as required by the current Florida Department of Environmental Protection Class 1 landfill Operating Permit No . 5031 - 0128769 -018 and a Title V Air Operation Permit ( Permit No . 0610015 -003 -AV ) , as amended or renewed in the future, and other State and Federal permits for water and air quality, and all local Indian River County ordinances . The Contractor, at SWDD ' s request and subject to mutually satisfactory negotiated terms and acceptable compensation , shall agree to provide additional services in connection with the Indian River County Landfill and the customer convenience centers not included above and as required by SWDD . SWDD will continue to operate and manage services not listed . above, including but not limited to, the Operations of the Biosolids Facility, the Scale House, and the Administration Office and also retain contractual services for such items as the Yard Waste Facility, and HHW disposal , as well as the marketing of the recyclable materials . ARTICLE 2 - TERM OF CONTRACT The term of this Contract is for a period of seven ( 7 ) years and shall commence on the Effective Date , or no later than January 1 , 2011 , and end December 31 . 2017, unless sooner terminated in accordance with its terms . The obligations of SWDD under this Contract are subject to the continuing appropriation of funds by the County to SWDD for the services to be performed under this Contract; provided , however, that if the County does not appropriate funding to meet its obligations under this Contract, or provide funding from any other source, then this Contract shall automatically terminate . The term of this Contract may be extended for one ( 1 ) additional period of . seven ( 7 ) years at the mutual agreement of the Contractor and SWDD . The Contractor shall be notified by SWDD no later than December 31 , 2016 of its intent to renew or not to renew the Contract . i ) Final Inspection . Upon termination or completion of the Contract, SWDD, accompanied by the Contractor, will inspect all items of SWDD -furnished and SWDD - owned equipment and facilities and shall jointly prepare a list of items requiring repair as a result of the Contractor' s use . Final payment will not be made until the required repairs have been completed . Equipment and facilities which have deteriorated due to normal use need not be repaired to a new condition . ii ) SUSPENSION OF CONTRACT. If a labor strike or any other disruption in Contractor' s performance occurs and if it is determined by the County/SWDD, in its reasonable all communications with FDEP and with any other regulatory agencies regarding the solid waste operation shall be provided to SWDD . The Contractor shall develop an Operations and Maintenance Plan and a Health & Safety Plan to ensure that employees have the proper training and tools to adequately provide the services to the residents of Indian River County . This plan shall be comprehensive in nature and shall be consistent with the FDEP approved Operations plan . This plan shall be submitted to the SWDD for approval 3 weeks prior to starting work . The Contractor is responsible for providing other disposal services as specified in this contract and as required by the current Florida Department of Environmental Protection Class 1 landfill Operating Permit No . 5031 - 0128769 -018 and a Title V Air Operation Permit ( Permit No . 0610015 -003 -AV ) , as amended or renewed in the future, and other State and Federal permits for water and air quality, and all local Indian River County ordinances . The Contractor, at SWDD ' s request and subject to mutually satisfactory negotiated terms and acceptable compensation , shall agree to provide additional services in connection with the Indian River County Landfill and the customer convenience centers not included above and as required by SWDD . SWDD will continue to operate and manage services not listed . above, including but not limited to, the Operations of the Biosolids Facility, the Scale House, and the Administration Office and also retain contractual services for such items as the Yard Waste Facility, and HHW disposal , as well as the marketing of the recyclable materials . ARTICLE 2 - TERM OF CONTRACT The term of this Contract is for a period of seven ( 7 ) years and shall commence on the Effective Date , or no later than January 1 , 2011 , and end December 31 . 2017, unless sooner terminated in accordance with its terms . The obligations of SWDD under this Contract are subject to the continuing appropriation of funds by the County to SWDD for the services to be performed under this Contract; provided , however, that if the County does not appropriate funding to meet its obligations under this Contract, or provide funding from any other source, then this Contract shall automatically terminate . The term of this Contract may be extended for one ( 1 ) additional period of . seven ( 7 ) years at the mutual agreement of the Contractor and SWDD . The Contractor shall be notified by SWDD no later than December 31 , 2016 of its intent to renew or not to renew the Contract . i ) Final Inspection . Upon termination or completion of the Contract, SWDD, accompanied by the Contractor, will inspect all items of SWDD -furnished and SWDD - owned equipment and facilities and shall jointly prepare a list of items requiring repair as a result of the Contractor' s use . Final payment will not be made until the required repairs have been completed . Equipment and facilities which have deteriorated due to normal use need not be repaired to a new condition . ii ) SUSPENSION OF CONTRACT. If a labor strike or any other disruption in Contractor' s performance occurs and if it is determined by the County/SWDD, in its reasonable all communications with FDEP and with any other regulatory agencies regarding the solid waste operation shall be provided to SWDD . The Contractor shall develop an Operations and Maintenance Plan and a Health & Safety Plan to ensure that employees have the proper training and tools to adequately provide the services to the residents of Indian River County . This plan shall be comprehensive in nature and shall be consistent with the FDEP approved Operations plan . This plan shall be submitted to the SWDD for approval 3 weeks prior to starting work . The Contractor is responsible for providing other disposal services as specified in this contract and as required by the current Florida Department of Environmental Protection Class 1 landfill Operating Permit No . 5031 - 0128769 -018 and a Title V Air Operation Permit ( Permit No . 0610015 -003 -AV ) , as amended or renewed in the future, and other State and Federal permits for water and air quality, and all local Indian River County ordinances . The Contractor, at SWDD ' s request and subject to mutually satisfactory negotiated terms and acceptable compensation , shall agree to provide additional services in connection with the Indian River County Landfill and the customer convenience centers not included above and as required by SWDD . SWDD will continue to operate and manage services not listed . above, including but not limited to, the Operations of the Biosolids Facility, the Scale House, and the Administration Office and also retain contractual services for such items as the Yard Waste Facility, and HHW disposal , as well as the marketing of the recyclable materials . ARTICLE 2 - TERM OF CONTRACT The term of this Contract is for a period of seven ( 7 ) years and shall commence on the Effective Date , or no later than January 1 , 2011 , and end December 31 . 2017, unless sooner terminated in accordance with its terms . The obligations of SWDD under this Contract are subject to the continuing appropriation of funds by the County to SWDD for the services to be performed under this Contract; provided , however, that if the County does not appropriate funding to meet its obligations under this Contract, or provide funding from any other source, then this Contract shall automatically terminate . The term of this Contract may be extended for one ( 1 ) additional period of . seven ( 7 ) years at the mutual agreement of the Contractor and SWDD . The Contractor shall be notified by SWDD no later than December 31 , 2016 of its intent to renew or not to renew the Contract . i ) Final Inspection . Upon termination or completion of the Contract, SWDD, accompanied by the Contractor, will inspect all items of SWDD -furnished and SWDD - owned equipment and facilities and shall jointly prepare a list of items requiring repair as a result of the Contractor' s use . Final payment will not be made until the required repairs have been completed . Equipment and facilities which have deteriorated due to normal use need not be repaired to a new condition . ii ) SUSPENSION OF CONTRACT. If a labor strike or any other disruption in Contractor' s performance occurs and if it is determined by the County/SWDD, in its reasonable judgment, that the Contractor is unable or unwilling to comply with the provisions of the Contract, then SWDD shall have the right, after giving the Contractor written notice, to take possession of and operate the Class 1 landfill , until such time as the Contractor shall satisfy SWDD that he is ready, able, and willing to comply with all the provisions of the Contract . If SWDD takes over the performance of the Work, SWDD agrees to pay the Contractor for any damage done to the vehicles or equipment of the Contractor, over and above the damaged occasioned by normal wear and tear on such vehicles, which occurs as a result of the use of such vehicles by SWDD or its agents or employees during the performance of the Work . Additionally, if SWDD takes over the performance of the Work, SWDD agrees to indemnify and save harmless the Contractor from any cost, loss, damage , and other expense to a third party arising out of or resulting from the performance or failure to perform by SWDD, its agents, or employees under the provision of this Contract . The Contractor acknowledges and agrees that if the Class 1 landfill is unavailable to accept solid waste of any nature whatsoever solely due to the fault or negligence of Contractor, then , in such event the Contractor shall immediately have all incoming solid waste of any nature whatsoever taken or otherwise transferred to an approved Solid Waste Management Facility at no cost to SWDD for the entire time that the Class 1 landfill is unavailable to accept such solid waste . ARTICLE 3 — COMPENSATION i ) PAYMENT FOR CLASS 1 LANDFILL OPERATIONS INCLUDING OPERATION AND MAINTENANCE ( O & M ) OF THE LANDFILL GAS COLLECTION AND CONTROL SYSTEM , Commencing January 1 , 2011 , compensation to the Contractor for the Class 1 landfill operations including the landfill GCCS 0 & M shall be Thirteen Dollars and Ninety Nine Cents ( $ 13 . 99 ) per ton of municipal solid waste ( MSW ) and construction & demolition ( C & D ) debris disposed in the Class 1 landfill invoiced on a monthly basis subject to an annual escalation as set forth in this Contract during the term of this Contract . ii ) PAYMENT FOR OPERATION AND MAINTENANCE OF NON - CLASS 1 LANDFILL OPERATIONS . Commencing January 1, 2011 , compensation to the Contractor for the operation and maintenance of Non - Class 1 landfill operations shall be Two Million , Seven Hundred and Sixty Five Thousand Eight Hundred and Thirty Three Dollars ( $ 2 , 765 , 833 . 00 ) per year invoiced on a lump sum monthly basis and subject to an annual escalation as set forth in this Contract during the term of this Contract . iii ) Annually, the SWDD may, but is not obligated to, allow Contractor, at no charge, to utilize up to 10, 000 tons of ground vegetative material for stabilizing seed and for other approved uses ( i . e . , alternate landfill cover ) . The quantity . of ground vegetative material supplied by the District may, but is not required to, be increased annually by at least 5 % by weight to meet expected increases in waste volume . The hauling, loading, spreading, and other utilization of the supplied ground vegetative material shall be at the sole cost of Contractor . SWDD reserves the right to substitute any other FDEP approved cover material for the ground vegetative material . V judgment, that the Contractor is unable or unwilling to comply with the provisions of the Contract, then SWDD shall have the right, after giving the Contractor written notice, to take possession of and operate the Class 1 landfill , until such time as the Contractor shall satisfy SWDD that he is ready, able, and willing to comply with all the provisions of the Contract . If SWDD takes over the performance of the Work, SWDD agrees to pay the Contractor for any damage done to the vehicles or equipment of the Contractor, over and above the damaged occasioned by normal wear and tear on such vehicles, which occurs as a result of the use of such vehicles by SWDD or its agents or employees during the performance of the Work . Additionally, if SWDD takes over the performance of the Work, SWDD agrees to indemnify and save harmless the Contractor from any cost, loss, damage , and other expense to a third party arising out of or resulting from the performance or failure to perform by SWDD, its agents, or employees under the provision of this Contract . The Contractor acknowledges and agrees that if the Class 1 landfill is unavailable to accept solid waste of any nature whatsoever solely due to the fault or negligence of Contractor, then , in such event the Contractor shall immediately have all incoming solid waste of any nature whatsoever taken or otherwise transferred to an approved Solid Waste Management Facility at no cost to SWDD for the entire time that the Class 1 landfill is unavailable to accept such solid waste . ARTICLE 3 — COMPENSATION i ) PAYMENT FOR CLASS 1 LANDFILL OPERATIONS INCLUDING OPERATION AND MAINTENANCE ( O & M ) OF THE LANDFILL GAS COLLECTION AND CONTROL SYSTEM , Commencing January 1 , 2011 , compensation to the Contractor for the Class 1 landfill operations including the landfill GCCS 0 & M shall be Thirteen Dollars and Ninety Nine Cents ( $ 13 . 99 ) per ton of municipal solid waste ( MSW ) and construction & demolition ( C & D ) debris disposed in the Class 1 landfill invoiced on a monthly basis subject to an annual escalation as set forth in this Contract during the term of this Contract . ii ) PAYMENT FOR OPERATION AND MAINTENANCE OF NON - CLASS 1 LANDFILL OPERATIONS . Commencing January 1, 2011 , compensation to the Contractor for the operation and maintenance of Non - Class 1 landfill operations shall be Two Million , Seven Hundred and Sixty Five Thousand Eight Hundred and Thirty Three Dollars ( $ 2 , 765 , 833 . 00 ) per year invoiced on a lump sum monthly basis and subject to an annual escalation as set forth in this Contract during the term of this Contract . iii ) Annually, the SWDD may, but is not obligated to, allow Contractor, at no charge, to utilize up to 10, 000 tons of ground vegetative material for stabilizing seed and for other approved uses ( i . e . , alternate landfill cover ) . The quantity . of ground vegetative material supplied by the District may, but is not required to, be increased annually by at least 5 % by weight to meet expected increases in waste volume . The hauling, loading, spreading, and other utilization of the supplied ground vegetative material shall be at the sole cost of Contractor . SWDD reserves the right to substitute any other FDEP approved cover material for the ground vegetative material . V judgment, that the Contractor is unable or unwilling to comply with the provisions of the Contract, then SWDD shall have the right, after giving the Contractor written notice, to take possession of and operate the Class 1 landfill , until such time as the Contractor shall satisfy SWDD that he is ready, able, and willing to comply with all the provisions of the Contract . If SWDD takes over the performance of the Work, SWDD agrees to pay the Contractor for any damage done to the vehicles or equipment of the Contractor, over and above the damaged occasioned by normal wear and tear on such vehicles, which occurs as a result of the use of such vehicles by SWDD or its agents or employees during the performance of the Work . Additionally, if SWDD takes over the performance of the Work, SWDD agrees to indemnify and save harmless the Contractor from any cost, loss, damage , and other expense to a third party arising out of or resulting from the performance or failure to perform by SWDD, its agents, or employees under the provision of this Contract . The Contractor acknowledges and agrees that if the Class 1 landfill is unavailable to accept solid waste of any nature whatsoever solely due to the fault or negligence of Contractor, then , in such event the Contractor shall immediately have all incoming solid waste of any nature whatsoever taken or otherwise transferred to an approved Solid Waste Management Facility at no cost to SWDD for the entire time that the Class 1 landfill is unavailable to accept such solid waste . ARTICLE 3 — COMPENSATION i ) PAYMENT FOR CLASS 1 LANDFILL OPERATIONS INCLUDING OPERATION AND MAINTENANCE ( O & M ) OF THE LANDFILL GAS COLLECTION AND CONTROL SYSTEM , Commencing January 1 , 2011 , compensation to the Contractor for the Class 1 landfill operations including the landfill GCCS 0 & M shall be Thirteen Dollars and Ninety Nine Cents ( $ 13 . 99 ) per ton of municipal solid waste ( MSW ) and construction & demolition ( C & D ) debris disposed in the Class 1 landfill invoiced on a monthly basis subject to an annual escalation as set forth in this Contract during the term of this Contract . ii ) PAYMENT FOR OPERATION AND MAINTENANCE OF NON - CLASS 1 LANDFILL OPERATIONS . Commencing January 1, 2011 , compensation to the Contractor for the operation and maintenance of Non - Class 1 landfill operations shall be Two Million , Seven Hundred and Sixty Five Thousand Eight Hundred and Thirty Three Dollars ( $ 2 , 765 , 833 . 00 ) per year invoiced on a lump sum monthly basis and subject to an annual escalation as set forth in this Contract during the term of this Contract . iii ) Annually, the SWDD may, but is not obligated to, allow Contractor, at no charge, to utilize up to 10, 000 tons of ground vegetative material for stabilizing seed and for other approved uses ( i . e . , alternate landfill cover ) . The quantity . of ground vegetative material supplied by the District may, but is not required to, be increased annually by at least 5 % by weight to meet expected increases in waste volume . The hauling, loading, spreading, and other utilization of the supplied ground vegetative material shall be at the sole cost of Contractor . SWDD reserves the right to substitute any other FDEP approved cover material for the ground vegetative material . V judgment, that the Contractor is unable or unwilling to comply with the provisions of the Contract, then SWDD shall have the right, after giving the Contractor written notice, to take possession of and operate the Class 1 landfill , until such time as the Contractor shall satisfy SWDD that he is ready, able, and willing to comply with all the provisions of the Contract . If SWDD takes over the performance of the Work, SWDD agrees to pay the Contractor for any damage done to the vehicles or equipment of the Contractor, over and above the damaged occasioned by normal wear and tear on such vehicles, which occurs as a result of the use of such vehicles by SWDD or its agents or employees during the performance of the Work . Additionally, if SWDD takes over the performance of the Work, SWDD agrees to indemnify and save harmless the Contractor from any cost, loss, damage , and other expense to a third party arising out of or resulting from the performance or failure to perform by SWDD, its agents, or employees under the provision of this Contract . The Contractor acknowledges and agrees that if the Class 1 landfill is unavailable to accept solid waste of any nature whatsoever solely due to the fault or negligence of Contractor, then , in such event the Contractor shall immediately have all incoming solid waste of any nature whatsoever taken or otherwise transferred to an approved Solid Waste Management Facility at no cost to SWDD for the entire time that the Class 1 landfill is unavailable to accept such solid waste . ARTICLE 3 — COMPENSATION i ) PAYMENT FOR CLASS 1 LANDFILL OPERATIONS INCLUDING OPERATION AND MAINTENANCE ( O & M ) OF THE LANDFILL GAS COLLECTION AND CONTROL SYSTEM , Commencing January 1 , 2011 , compensation to the Contractor for the Class 1 landfill operations including the landfill GCCS 0 & M shall be Thirteen Dollars and Ninety Nine Cents ( $ 13 . 99 ) per ton of municipal solid waste ( MSW ) and construction & demolition ( C & D ) debris disposed in the Class 1 landfill invoiced on a monthly basis subject to an annual escalation as set forth in this Contract during the term of this Contract . ii ) PAYMENT FOR OPERATION AND MAINTENANCE OF NON - CLASS 1 LANDFILL OPERATIONS . Commencing January 1, 2011 , compensation to the Contractor for the operation and maintenance of Non - Class 1 landfill operations shall be Two Million , Seven Hundred and Sixty Five Thousand Eight Hundred and Thirty Three Dollars ( $ 2 , 765 , 833 . 00 ) per year invoiced on a lump sum monthly basis and subject to an annual escalation as set forth in this Contract during the term of this Contract . iii ) Annually, the SWDD may, but is not obligated to, allow Contractor, at no charge, to utilize up to 10, 000 tons of ground vegetative material for stabilizing seed and for other approved uses ( i . e . , alternate landfill cover ) . The quantity . of ground vegetative material supplied by the District may, but is not required to, be increased annually by at least 5 % by weight to meet expected increases in waste volume . The hauling, loading, spreading, and other utilization of the supplied ground vegetative material shall be at the sole cost of Contractor . SWDD reserves the right to substitute any other FDEP approved cover material for the ground vegetative material . V iv ) SWDD does not guarantee quantity or quality of the Solid Waste to be received during the term of this Contract . SWDD reserves the right to divert any or all of the County' s Solid Waste to any , other facility or location for the purpose of recycling, removing recovered materials, removing organic materials , composting, or otherwise using or processing the Solid Waste for the creation of renewable fuel or energy . V) Payments will be made to the Contractor on a monthly basis . The Contractor shall submit to SWDD on or before the 5th day of each month a request for payment covering solid waste disposed of in the Class 1 landfills during the preceding month , as well as the monthly portion of the operation and maintenance of the non - Class 1 landfill operations, accompanied by . such data as the County may reasonably require . SWDD shall issue payment to the Contractor within time allotted by the Florida Prompt Payment Act after presentation of the request for payment to SWDD . vi ) In the event of breakdown of the scales at the Indian River County Landfill , payments shall be based on the average daily tonnage transported during the same month of the preceding year of operation or on any other method mutually agreed upon by the SWDD and the Contractor . vii ) The Contractor shall be permitted annually to request a price adjustment to the payment price and both the Contractor and SWDD acknowledge and agree that the first escalation request shall be made no earlier than July 1 , 2011, with the first price adjustment to be effective , if granted , on January 1 , 2012 . Such request shall not be unreasonably refused . The Contractor shall submit a written request and appropriate documentation , no later than July 1 of each year and any such adjustment granted by SWDD shall become effective on January 1 of the following year for the remaining term of the Contract . viii ) The adjustment shall not exceed 75 percent of the change of the Consumer Price Index ( CPI ) , specifically, the Urban Consumers Index, published by the U . S . Department of Labor, Bureau of Labor Statistics, for the Southern States . Downward adjustments resulting from a negative CPI shall be made by SWDD, when appropriate, without a request from the Contractor . ix ) The adjustment shall be computed as follows : For each subsequent year of the Contract, the net percentage change shall be 75 percent of the difference between the CPI as of the immediately preceding January and the second preceding January divided by the CPI as of the second preceding January . The following formula shall be used for the cost adjustment : CostAdjustment = ( `Ya - XI x 0. 75) + 1 X1 Where, X1 = CPI for second preceding January; X2 = CPI for immediately preceding January . X ) All non - routine services and major repairs required for the landfill GCCS will be performed on a not-to -exceed time and materials basis . For such items, the Contractor will provide SWDD with at least two written estimates for the specific s iv ) SWDD does not guarantee quantity or quality of the Solid Waste to be received during the term of this Contract . SWDD reserves the right to divert any or all of the County' s Solid Waste to any , other facility or location for the purpose of recycling, removing recovered materials, removing organic materials , composting, or otherwise using or processing the Solid Waste for the creation of renewable fuel or energy . V) Payments will be made to the Contractor on a monthly basis . The Contractor shall submit to SWDD on or before the 5th day of each month a request for payment covering solid waste disposed of in the Class 1 landfills during the preceding month , as well as the monthly portion of the operation and maintenance of the non - Class 1 landfill operations, accompanied by . such data as the County may reasonably require . SWDD shall issue payment to the Contractor within time allotted by the Florida Prompt Payment Act after presentation of the request for payment to SWDD . vi ) In the event of breakdown of the scales at the Indian River County Landfill , payments shall be based on the average daily tonnage transported during the same month of the preceding year of operation or on any other method mutually agreed upon by the SWDD and the Contractor . vii ) The Contractor shall be permitted annually to request a price adjustment to the payment price and both the Contractor and SWDD acknowledge and agree that the first escalation request shall be made no earlier than July 1 , 2011, with the first price adjustment to be effective , if granted , on January 1 , 2012 . Such request shall not be unreasonably refused . The Contractor shall submit a written request and appropriate documentation , no later than July 1 of each year and any such adjustment granted by SWDD shall become effective on January 1 of the following year for the remaining term of the Contract . viii ) The adjustment shall not exceed 75 percent of the change of the Consumer Price Index ( CPI ) , specifically, the Urban Consumers Index, published by the U . S . Department of Labor, Bureau of Labor Statistics, for the Southern States . Downward adjustments resulting from a negative CPI shall be made by SWDD, when appropriate, without a request from the Contractor . ix ) The adjustment shall be computed as follows : For each subsequent year of the Contract, the net percentage change shall be 75 percent of the difference between the CPI as of the immediately preceding January and the second preceding January divided by the CPI as of the second preceding January . The following formula shall be used for the cost adjustment : CostAdjustment = ( `Ya - XI x 0. 75) + 1 X1 Where, X1 = CPI for second preceding January; X2 = CPI for immediately preceding January . X ) All non - routine services and major repairs required for the landfill GCCS will be performed on a not-to -exceed time and materials basis . For such items, the Contractor will provide SWDD with at least two written estimates for the specific s iv ) SWDD does not guarantee quantity or quality of the Solid Waste to be received during the term of this Contract . SWDD reserves the right to divert any or all of the County' s Solid Waste to any , other facility or location for the purpose of recycling, removing recovered materials, removing organic materials , composting, or otherwise using or processing the Solid Waste for the creation of renewable fuel or energy . V) Payments will be made to the Contractor on a monthly basis . The Contractor shall submit to SWDD on or before the 5th day of each month a request for payment covering solid waste disposed of in the Class 1 landfills during the preceding month , as well as the monthly portion of the operation and maintenance of the non - Class 1 landfill operations, accompanied by . such data as the County may reasonably require . SWDD shall issue payment to the Contractor within time allotted by the Florida Prompt Payment Act after presentation of the request for payment to SWDD . vi ) In the event of breakdown of the scales at the Indian River County Landfill , payments shall be based on the average daily tonnage transported during the same month of the preceding year of operation or on any other method mutually agreed upon by the SWDD and the Contractor . vii ) The Contractor shall be permitted annually to request a price adjustment to the payment price and both the Contractor and SWDD acknowledge and agree that the first escalation request shall be made no earlier than July 1 , 2011, with the first price adjustment to be effective , if granted , on January 1 , 2012 . Such request shall not be unreasonably refused . The Contractor shall submit a written request and appropriate documentation , no later than July 1 of each year and any such adjustment granted by SWDD shall become effective on January 1 of the following year for the remaining term of the Contract . viii ) The adjustment shall not exceed 75 percent of the change of the Consumer Price Index ( CPI ) , specifically, the Urban Consumers Index, published by the U . S . Department of Labor, Bureau of Labor Statistics, for the Southern States . Downward adjustments resulting from a negative CPI shall be made by SWDD, when appropriate, without a request from the Contractor . ix ) The adjustment shall be computed as follows : For each subsequent year of the Contract, the net percentage change shall be 75 percent of the difference between the CPI as of the immediately preceding January and the second preceding January divided by the CPI as of the second preceding January . The following formula shall be used for the cost adjustment : CostAdjustment = ( `Ya - XI x 0. 75) + 1 X1 Where, X1 = CPI for second preceding January; X2 = CPI for immediately preceding January . X ) All non - routine services and major repairs required for the landfill GCCS will be performed on a not-to -exceed time and materials basis . For such items, the Contractor will provide SWDD with at least two written estimates for the specific s iv ) SWDD does not guarantee quantity or quality of the Solid Waste to be received during the term of this Contract . SWDD reserves the right to divert any or all of the County' s Solid Waste to any , other facility or location for the purpose of recycling, removing recovered materials, removing organic materials , composting, or otherwise using or processing the Solid Waste for the creation of renewable fuel or energy . V) Payments will be made to the Contractor on a monthly basis . The Contractor shall submit to SWDD on or before the 5th day of each month a request for payment covering solid waste disposed of in the Class 1 landfills during the preceding month , as well as the monthly portion of the operation and maintenance of the non - Class 1 landfill operations, accompanied by . such data as the County may reasonably require . SWDD shall issue payment to the Contractor within time allotted by the Florida Prompt Payment Act after presentation of the request for payment to SWDD . vi ) In the event of breakdown of the scales at the Indian River County Landfill , payments shall be based on the average daily tonnage transported during the same month of the preceding year of operation or on any other method mutually agreed upon by the SWDD and the Contractor . vii ) The Contractor shall be permitted annually to request a price adjustment to the payment price and both the Contractor and SWDD acknowledge and agree that the first escalation request shall be made no earlier than July 1 , 2011, with the first price adjustment to be effective , if granted , on January 1 , 2012 . Such request shall not be unreasonably refused . The Contractor shall submit a written request and appropriate documentation , no later than July 1 of each year and any such adjustment granted by SWDD shall become effective on January 1 of the following year for the remaining term of the Contract . viii ) The adjustment shall not exceed 75 percent of the change of the Consumer Price Index ( CPI ) , specifically, the Urban Consumers Index, published by the U . S . Department of Labor, Bureau of Labor Statistics, for the Southern States . Downward adjustments resulting from a negative CPI shall be made by SWDD, when appropriate, without a request from the Contractor . ix ) The adjustment shall be computed as follows : For each subsequent year of the Contract, the net percentage change shall be 75 percent of the difference between the CPI as of the immediately preceding January and the second preceding January divided by the CPI as of the second preceding January . The following formula shall be used for the cost adjustment : CostAdjustment = ( `Ya - XI x 0. 75) + 1 X1 Where, X1 = CPI for second preceding January; X2 = CPI for immediately preceding January . X ) All non - routine services and major repairs required for the landfill GCCS will be performed on a not-to -exceed time and materials basis . For such items, the Contractor will provide SWDD with at least two written estimates for the specific s corrective repair or maintenance work identified and this work shall only proceed upon written approval by SWDD . SWDD management may approve this work within limits of the County ' s purchasing manual . xi ) For all emergency services, the Contractor will keep SWDD informed of all activities performed and implement only those services necessary to mitigate the safety hazard . These emergency services will be performed on a time and materials basis . A written estimate of the required expenditures will be forwarded to SWDD within five ( 5 ) working days after completion of the emergency services . After mitigation of the emergency or safety hazard , the Contractor will then proceed to coordinate and schedule the non - emergency repairs as stated above . xii ) Claims For Extra Cost ( a ) Should the Contractor consider that as a result of any instructions given in any form by the Director, he is entitled to extra cost above that stated in the Contract, he shall give written notice therefore to the Director within seven ( 7 ) days without delay, and shall not proceed with the Work affected until further advised , except in emergency involving the safety of life or property . No claims for extra compensation will be considered unless the claim is so made . The Director shall render a written decision within seven ( 7 ) days of receipt of claim . ( b ) THE CONTRACTOR SHALL NOT ACT ON INSTRUCTIONS RECEIVED BY HIM FROM PERSONS OTHER THAN THE DIRECTOR OR THE DIRECTOR ' S DESIGNEE AND ANY CLAIMS FOR EXTRA COMPENSATION WILL NOT BE HONORED , The Director or Landfill Supervisor will not be responsible for misunderstandings claimed by the Contractor of verbal instructions which have not been confirmed in writing, and in no case shall instructions be interpreted as permitting a departure from the Contract Documents unless such instruction is confirmed in writing, and supported by a properly authorized approval by the SWDD Board . ( c ) If changes occur in the permit requirements, SWDD will issue an Amendment to the Contract . Compensation for any resulting cost impact on the Contractor will be determined by negotiation following substantiation of additional costs . Only direct costs and overhead without profit are recoverable by Contractor through negotiation for changes that occur to permit requirements . ( d ) Changes in Regulations . In the event that compliance with subsequent statutes, ordinances with subsequent statutes, ordinances, and/or rules and regulations increases the Contractor' s operating costs, the parties hereto agree to renegotiate the fee structure of this Contract so the fee charged by the Contractor herein shall reflect such changes and increased costs . The Contractor shall demonstrate, with the submittal of cost data , that regulatory changes have increased costs . In the event of Acts of God or other events beyond the reasonable control of the parties, which increase the Contractor' s operating costs, the parties agree to enter into good faith negotiations concerning renegotiation of the fees payable and other C corrective repair or maintenance work identified and this work shall only proceed upon written approval by SWDD . SWDD management may approve this work within limits of the County ' s purchasing manual . xi ) For all emergency services, the Contractor will keep SWDD informed of all activities performed and implement only those services necessary to mitigate the safety hazard . These emergency services will be performed on a time and materials basis . A written estimate of the required expenditures will be forwarded to SWDD within five ( 5 ) working days after completion of the emergency services . After mitigation of the emergency or safety hazard , the Contractor will then proceed to coordinate and schedule the non - emergency repairs as stated above . xii ) Claims For Extra Cost ( a ) Should the Contractor consider that as a result of any instructions given in any form by the Director, he is entitled to extra cost above that stated in the Contract, he shall give written notice therefore to the Director within seven ( 7 ) days without delay, and shall not proceed with the Work affected until further advised , except in emergency involving the safety of life or property . No claims for extra compensation will be considered unless the claim is so made . The Director shall render a written decision within seven ( 7 ) days of receipt of claim . ( b ) THE CONTRACTOR SHALL NOT ACT ON INSTRUCTIONS RECEIVED BY HIM FROM PERSONS OTHER THAN THE DIRECTOR OR THE DIRECTOR ' S DESIGNEE AND ANY CLAIMS FOR EXTRA COMPENSATION WILL NOT BE HONORED , The Director or Landfill Supervisor will not be responsible for misunderstandings claimed by the Contractor of verbal instructions which have not been confirmed in writing, and in no case shall instructions be interpreted as permitting a departure from the Contract Documents unless such instruction is confirmed in writing, and supported by a properly authorized approval by the SWDD Board . ( c ) If changes occur in the permit requirements, SWDD will issue an Amendment to the Contract . Compensation for any resulting cost impact on the Contractor will be determined by negotiation following substantiation of additional costs . Only direct costs and overhead without profit are recoverable by Contractor through negotiation for changes that occur to permit requirements . ( d ) Changes in Regulations . In the event that compliance with subsequent statutes, ordinances with subsequent statutes, ordinances, and/or rules and regulations increases the Contractor' s operating costs, the parties hereto agree to renegotiate the fee structure of this Contract so the fee charged by the Contractor herein shall reflect such changes and increased costs . The Contractor shall demonstrate, with the submittal of cost data , that regulatory changes have increased costs . In the event of Acts of God or other events beyond the reasonable control of the parties, which increase the Contractor' s operating costs, the parties agree to enter into good faith negotiations concerning renegotiation of the fees payable and other C corrective repair or maintenance work identified and this work shall only proceed upon written approval by SWDD . SWDD management may approve this work within limits of the County ' s purchasing manual . xi ) For all emergency services, the Contractor will keep SWDD informed of all activities performed and implement only those services necessary to mitigate the safety hazard . These emergency services will be performed on a time and materials basis . A written estimate of the required expenditures will be forwarded to SWDD within five ( 5 ) working days after completion of the emergency services . After mitigation of the emergency or safety hazard , the Contractor will then proceed to coordinate and schedule the non - emergency repairs as stated above . xii ) Claims For Extra Cost ( a ) Should the Contractor consider that as a result of any instructions given in any form by the Director, he is entitled to extra cost above that stated in the Contract, he shall give written notice therefore to the Director within seven ( 7 ) days without delay, and shall not proceed with the Work affected until further advised , except in emergency involving the safety of life or property . No claims for extra compensation will be considered unless the claim is so made . The Director shall render a written decision within seven ( 7 ) days of receipt of claim . ( b ) THE CONTRACTOR SHALL NOT ACT ON INSTRUCTIONS RECEIVED BY HIM FROM PERSONS OTHER THAN THE DIRECTOR OR THE DIRECTOR ' S DESIGNEE AND ANY CLAIMS FOR EXTRA COMPENSATION WILL NOT BE HONORED , The Director or Landfill Supervisor will not be responsible for misunderstandings claimed by the Contractor of verbal instructions which have not been confirmed in writing, and in no case shall instructions be interpreted as permitting a departure from the Contract Documents unless such instruction is confirmed in writing, and supported by a properly authorized approval by the SWDD Board . ( c ) If changes occur in the permit requirements, SWDD will issue an Amendment to the Contract . Compensation for any resulting cost impact on the Contractor will be determined by negotiation following substantiation of additional costs . Only direct costs and overhead without profit are recoverable by Contractor through negotiation for changes that occur to permit requirements . ( d ) Changes in Regulations . In the event that compliance with subsequent statutes, ordinances with subsequent statutes, ordinances, and/or rules and regulations increases the Contractor' s operating costs, the parties hereto agree to renegotiate the fee structure of this Contract so the fee charged by the Contractor herein shall reflect such changes and increased costs . The Contractor shall demonstrate, with the submittal of cost data , that regulatory changes have increased costs . In the event of Acts of God or other events beyond the reasonable control of the parties, which increase the Contractor' s operating costs, the parties agree to enter into good faith negotiations concerning renegotiation of the fees payable and other C corrective repair or maintenance work identified and this work shall only proceed upon written approval by SWDD . SWDD management may approve this work within limits of the County ' s purchasing manual . xi ) For all emergency services, the Contractor will keep SWDD informed of all activities performed and implement only those services necessary to mitigate the safety hazard . These emergency services will be performed on a time and materials basis . A written estimate of the required expenditures will be forwarded to SWDD within five ( 5 ) working days after completion of the emergency services . After mitigation of the emergency or safety hazard , the Contractor will then proceed to coordinate and schedule the non - emergency repairs as stated above . xii ) Claims For Extra Cost ( a ) Should the Contractor consider that as a result of any instructions given in any form by the Director, he is entitled to extra cost above that stated in the Contract, he shall give written notice therefore to the Director within seven ( 7 ) days without delay, and shall not proceed with the Work affected until further advised , except in emergency involving the safety of life or property . No claims for extra compensation will be considered unless the claim is so made . The Director shall render a written decision within seven ( 7 ) days of receipt of claim . ( b ) THE CONTRACTOR SHALL NOT ACT ON INSTRUCTIONS RECEIVED BY HIM FROM PERSONS OTHER THAN THE DIRECTOR OR THE DIRECTOR ' S DESIGNEE AND ANY CLAIMS FOR EXTRA COMPENSATION WILL NOT BE HONORED , The Director or Landfill Supervisor will not be responsible for misunderstandings claimed by the Contractor of verbal instructions which have not been confirmed in writing, and in no case shall instructions be interpreted as permitting a departure from the Contract Documents unless such instruction is confirmed in writing, and supported by a properly authorized approval by the SWDD Board . ( c ) If changes occur in the permit requirements, SWDD will issue an Amendment to the Contract . Compensation for any resulting cost impact on the Contractor will be determined by negotiation following substantiation of additional costs . Only direct costs and overhead without profit are recoverable by Contractor through negotiation for changes that occur to permit requirements . ( d ) Changes in Regulations . In the event that compliance with subsequent statutes, ordinances with subsequent statutes, ordinances, and/or rules and regulations increases the Contractor' s operating costs, the parties hereto agree to renegotiate the fee structure of this Contract so the fee charged by the Contractor herein shall reflect such changes and increased costs . The Contractor shall demonstrate, with the submittal of cost data , that regulatory changes have increased costs . In the event of Acts of God or other events beyond the reasonable control of the parties, which increase the Contractor' s operating costs, the parties agree to enter into good faith negotiations concerning renegotiation of the fees payable and other C applicable provisions of this Contract . Should the parties fail to agree after good faith negotiations on an increase in fees to the Contractor, the Contractor may terminate the Contract on 150 days written notice . ( e ) In addition to any negotiated adjustment, the Contractor shall be entitled to an automatic increase in the amounts charged to SWDD equal to the amount of any fee, surcharge, duty, tax or other similar changes ( but excluding fines and penalties directly attributable to Contractor ) imposed by the federal government, any agency thereof, or by any local governmental agency which is directed to or assessed against the Contractor, and which is payable solely by reason of the nature of the operations conducted by the Contractor . ARTICLE 4 - TERMINATION SWDD reserves the right to terminate this Contract on the basis of a technology change in the solid waste industry that materially changes the method of operating the Class I landfill or, if applicable, the customer convenience centers, and that benefits SWDD/County . County shall provide at least 150 days written notice to the Contractor of such termination . ARTICLE 5 - GENERAL PROVISIONS The Contractor shall abide by the attached General Provisions to this Contract and incorporated herein in its entirety by this reference, except as follows : ( a ) Section III , Item F ( i ) is amended to read : INDEMNITY By CONTRACTOR : The Contractor shall indemnify and hold harmless the County; the SWDD, and its agents and employees from and against all liabilities, claims, damages, losses, and expenses, including attorney ' s fees, arising out of or resulting from , or in connection with , the performance of the services under the Contract that are caused in whole or in part by any negligent, willful or illegal acts or omission of the Contractor or any of its officers, agents, employees or subcontractors, or anyone or indirectly employed by any of them in the performance or non - performance of the Contract services herein specified at the Class I Landfill , including Contractor' s failure to comply with present or future applicable environmental laws, rules or regulations, for whose acts any of them may be liable ; provided , however, that Contractor shall not be liable for liabilities, claims, damages, losses , and expenses, including attorney' s fees, directly caused by the negligence or willful misconduct of the County or SWDD . In any and all claims against the County , or the SWDD, or any of its agents or employees, by any employee of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligation by the Contractor shall not be limited in any way as to the amount or type of damages, compensation or benefits payable by or for the Contractor or any subcontractor under Workers ' Compensation Acts, disability benefit acts, or other employee benefit acts . applicable provisions of this Contract . Should the parties fail to agree after good faith negotiations on an increase in fees to the Contractor, the Contractor may terminate the Contract on 150 days written notice . ( e ) In addition to any negotiated adjustment, the Contractor shall be entitled to an automatic increase in the amounts charged to SWDD equal to the amount of any fee, surcharge, duty, tax or other similar changes ( but excluding fines and penalties directly attributable to Contractor ) imposed by the federal government, any agency thereof, or by any local governmental agency which is directed to or assessed against the Contractor, and which is payable solely by reason of the nature of the operations conducted by the Contractor . ARTICLE 4 - TERMINATION SWDD reserves the right to terminate this Contract on the basis of a technology change in the solid waste industry that materially changes the method of operating the Class I landfill or, if applicable, the customer convenience centers, and that benefits SWDD/County . County shall provide at least 150 days written notice to the Contractor of such termination . ARTICLE 5 - GENERAL PROVISIONS The Contractor shall abide by the attached General Provisions to this Contract and incorporated herein in its entirety by this reference, except as follows : ( a ) Section III , Item F ( i ) is amended to read : INDEMNITY By CONTRACTOR : The Contractor shall indemnify and hold harmless the County; the SWDD, and its agents and employees from and against all liabilities, claims, damages, losses, and expenses, including attorney ' s fees, arising out of or resulting from , or in connection with , the performance of the services under the Contract that are caused in whole or in part by any negligent, willful or illegal acts or omission of the Contractor or any of its officers, agents, employees or subcontractors, or anyone or indirectly employed by any of them in the performance or non - performance of the Contract services herein specified at the Class I Landfill , including Contractor' s failure to comply with present or future applicable environmental laws, rules or regulations, for whose acts any of them may be liable ; provided , however, that Contractor shall not be liable for liabilities, claims, damages, losses , and expenses, including attorney' s fees, directly caused by the negligence or willful misconduct of the County or SWDD . In any and all claims against the County , or the SWDD, or any of its agents or employees, by any employee of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligation by the Contractor shall not be limited in any way as to the amount or type of damages, compensation or benefits payable by or for the Contractor or any subcontractor under Workers ' Compensation Acts, disability benefit acts, or other employee benefit acts . applicable provisions of this Contract . Should the parties fail to agree after good faith negotiations on an increase in fees to the Contractor, the Contractor may terminate the Contract on 150 days written notice . ( e ) In addition to any negotiated adjustment, the Contractor shall be entitled to an automatic increase in the amounts charged to SWDD equal to the amount of any fee, surcharge, duty, tax or other similar changes ( but excluding fines and penalties directly attributable to Contractor ) imposed by the federal government, any agency thereof, or by any local governmental agency which is directed to or assessed against the Contractor, and which is payable solely by reason of the nature of the operations conducted by the Contractor . ARTICLE 4 - TERMINATION SWDD reserves the right to terminate this Contract on the basis of a technology change in the solid waste industry that materially changes the method of operating the Class I landfill or, if applicable, the customer convenience centers, and that benefits SWDD/County . County shall provide at least 150 days written notice to the Contractor of such termination . ARTICLE 5 - GENERAL PROVISIONS The Contractor shall abide by the attached General Provisions to this Contract and incorporated herein in its entirety by this reference, except as follows : ( a ) Section III , Item F ( i ) is amended to read : INDEMNITY By CONTRACTOR : The Contractor shall indemnify and hold harmless the County; the SWDD, and its agents and employees from and against all liabilities, claims, damages, losses, and expenses, including attorney ' s fees, arising out of or resulting from , or in connection with , the performance of the services under the Contract that are caused in whole or in part by any negligent, willful or illegal acts or omission of the Contractor or any of its officers, agents, employees or subcontractors, or anyone or indirectly employed by any of them in the performance or non - performance of the Contract services herein specified at the Class I Landfill , including Contractor' s failure to comply with present or future applicable environmental laws, rules or regulations, for whose acts any of them may be liable ; provided , however, that Contractor shall not be liable for liabilities, claims, damages, losses , and expenses, including attorney' s fees, directly caused by the negligence or willful misconduct of the County or SWDD . In any and all claims against the County , or the SWDD, or any of its agents or employees, by any employee of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligation by the Contractor shall not be limited in any way as to the amount or type of damages, compensation or benefits payable by or for the Contractor or any subcontractor under Workers ' Compensation Acts, disability benefit acts, or other employee benefit acts . applicable provisions of this Contract . Should the parties fail to agree after good faith negotiations on an increase in fees to the Contractor, the Contractor may terminate the Contract on 150 days written notice . ( e ) In addition to any negotiated adjustment, the Contractor shall be entitled to an automatic increase in the amounts charged to SWDD equal to the amount of any fee, surcharge, duty, tax or other similar changes ( but excluding fines and penalties directly attributable to Contractor ) imposed by the federal government, any agency thereof, or by any local governmental agency which is directed to or assessed against the Contractor, and which is payable solely by reason of the nature of the operations conducted by the Contractor . ARTICLE 4 - TERMINATION SWDD reserves the right to terminate this Contract on the basis of a technology change in the solid waste industry that materially changes the method of operating the Class I landfill or, if applicable, the customer convenience centers, and that benefits SWDD/County . County shall provide at least 150 days written notice to the Contractor of such termination . ARTICLE 5 - GENERAL PROVISIONS The Contractor shall abide by the attached General Provisions to this Contract and incorporated herein in its entirety by this reference, except as follows : ( a ) Section III , Item F ( i ) is amended to read : INDEMNITY By CONTRACTOR : The Contractor shall indemnify and hold harmless the County; the SWDD, and its agents and employees from and against all liabilities, claims, damages, losses, and expenses, including attorney ' s fees, arising out of or resulting from , or in connection with , the performance of the services under the Contract that are caused in whole or in part by any negligent, willful or illegal acts or omission of the Contractor or any of its officers, agents, employees or subcontractors, or anyone or indirectly employed by any of them in the performance or non - performance of the Contract services herein specified at the Class I Landfill , including Contractor' s failure to comply with present or future applicable environmental laws, rules or regulations, for whose acts any of them may be liable ; provided , however, that Contractor shall not be liable for liabilities, claims, damages, losses , and expenses, including attorney' s fees, directly caused by the negligence or willful misconduct of the County or SWDD . In any and all claims against the County , or the SWDD, or any of its agents or employees, by any employee of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligation by the Contractor shall not be limited in any way as to the amount or type of damages, compensation or benefits payable by or for the Contractor or any subcontractor under Workers ' Compensation Acts, disability benefit acts, or other employee benefit acts . ( b ) Section III , Item G ( vi ) — Insurance — is amended such that each policy shall require thirty ( 30 ) days notice prior to cancellation in coverage . In addition , Contractor shall notify SWDD in writing within five ( 5 ) days after receipt notice of any policy expiration , nonrenewal or any material change in coverage or limits . ( c ) Section III , Item G ( xi ) — Insurance — is amended to reflect that if SWDD requires additional or higher insurance coverage after the Effective Date, then Contractor shall be entitled to seek reimbursement from SWDD for the costs associated with obtaining the increased insurance coverage . ( d ) Section III , Item I — Environmental Penalties — is deleted in its entirety and replaced with the following new paragraph : "The Contractor shall be required to pay any and all non - appealable fines and penalties of any , nature whatsoever imposed or levied by any governmental agency responsible for enforcement of environmental laws, together with any and all other costs, incurred solely as a result of Contractor' s failure to comply with any environmental regulations applicable to the project . SWDD shall be required to pay any and all non - appealable fines and penalties of any nature whatsoever imposed or levied by any governmental agency responsible for enforcement of environmental laws, together with any and all other costs, incurred solely as a result of SWDD ' s failure to comply with any environmental regulations applicable to the project . Any and all non - appealable fines and penalties, and resulting costs, which are imposed , levied or incurred as a result of Contractor' s and SWDD ' s shared failure to comply with environmental regulations shall be shared by Contractor and SWDD in proportion to their relative fault . " ( e ) Section III , Item J — Liquidated Damages — is amended to add the following language at the end of the item : "SWDD will review, investigate and make a final determination with input from all involved parties , including the Contractor, prior to imposing liquidated damages ( f) Section III , Item F ( iii ) ( c ) — Cancellation of Permit — is hereby modified to add the following sentence : " In addition , in no such event shall Contractor be liable for closure/ post closure obligations following the cancellation of the operating permit; provided , however, that this sentence shall not be applicable following reinstatement of the operating permit . " ( g ) The following paragraph is hereby added as Section III , Item P of the General Provisions : ( P) Employee Matters : "At its sole discretion Contractor shall offer employment to those current employees of SWDD that Contractor determines meet its hiring criteria , Q ( b ) Section III , Item G ( vi ) — Insurance — is amended such that each policy shall require thirty ( 30 ) days notice prior to cancellation in coverage . In addition , Contractor shall notify SWDD in writing within five ( 5 ) days after receipt notice of any policy expiration , nonrenewal or any material change in coverage or limits . ( c ) Section III , Item G ( xi ) — Insurance — is amended to reflect that if SWDD requires additional or higher insurance coverage after the Effective Date, then Contractor shall be entitled to seek reimbursement from SWDD for the costs associated with obtaining the increased insurance coverage . ( d ) Section III , Item I — Environmental Penalties — is deleted in its entirety and replaced with the following new paragraph : "The Contractor shall be required to pay any and all non - appealable fines and penalties of any , nature whatsoever imposed or levied by any governmental agency responsible for enforcement of environmental laws, together with any and all other costs, incurred solely as a result of Contractor' s failure to comply with any environmental regulations applicable to the project . SWDD shall be required to pay any and all non - appealable fines and penalties of any nature whatsoever imposed or levied by any governmental agency responsible for enforcement of environmental laws, together with any and all other costs, incurred solely as a result of SWDD ' s failure to comply with any environmental regulations applicable to the project . Any and all non - appealable fines and penalties, and resulting costs, which are imposed , levied or incurred as a result of Contractor' s and SWDD ' s shared failure to comply with environmental regulations shall be shared by Contractor and SWDD in proportion to their relative fault . " ( e ) Section III , Item J — Liquidated Damages — is amended to add the following language at the end of the item : "SWDD will review, investigate and make a final determination with input from all involved parties , including the Contractor, prior to imposing liquidated damages ( f) Section III , Item F ( iii ) ( c ) — Cancellation of Permit — is hereby modified to add the following sentence : " In addition , in no such event shall Contractor be liable for closure/ post closure obligations following the cancellation of the operating permit; provided , however, that this sentence shall not be applicable following reinstatement of the operating permit . " ( g ) The following paragraph is hereby added as Section III , Item P of the General Provisions : ( P) Employee Matters : "At its sole discretion Contractor shall offer employment to those current employees of SWDD that Contractor determines meet its hiring criteria , Q ( b ) Section III , Item G ( vi ) — Insurance — is amended such that each policy shall require thirty ( 30 ) days notice prior to cancellation in coverage . In addition , Contractor shall notify SWDD in writing within five ( 5 ) days after receipt notice of any policy expiration , nonrenewal or any material change in coverage or limits . ( c ) Section III , Item G ( xi ) — Insurance — is amended to reflect that if SWDD requires additional or higher insurance coverage after the Effective Date, then Contractor shall be entitled to seek reimbursement from SWDD for the costs associated with obtaining the increased insurance coverage . ( d ) Section III , Item I — Environmental Penalties — is deleted in its entirety and replaced with the following new paragraph : "The Contractor shall be required to pay any and all non - appealable fines and penalties of any , nature whatsoever imposed or levied by any governmental agency responsible for enforcement of environmental laws, together with any and all other costs, incurred solely as a result of Contractor' s failure to comply with any environmental regulations applicable to the project . SWDD shall be required to pay any and all non - appealable fines and penalties of any nature whatsoever imposed or levied by any governmental agency responsible for enforcement of environmental laws, together with any and all other costs, incurred solely as a result of SWDD ' s failure to comply with any environmental regulations applicable to the project . Any and all non - appealable fines and penalties, and resulting costs, which are imposed , levied or incurred as a result of Contractor' s and SWDD ' s shared failure to comply with environmental regulations shall be shared by Contractor and SWDD in proportion to their relative fault . " ( e ) Section III , Item J — Liquidated Damages — is amended to add the following language at the end of the item : "SWDD will review, investigate and make a final determination with input from all involved parties , including the Contractor, prior to imposing liquidated damages ( f) Section III , Item F ( iii ) ( c ) — Cancellation of Permit — is hereby modified to add the following sentence : " In addition , in no such event shall Contractor be liable for closure/ post closure obligations following the cancellation of the operating permit; provided , however, that this sentence shall not be applicable following reinstatement of the operating permit . " ( g ) The following paragraph is hereby added as Section III , Item P of the General Provisions : ( P) Employee Matters : "At its sole discretion Contractor shall offer employment to those current employees of SWDD that Contractor determines meet its hiring criteria , Q ( b ) Section III , Item G ( vi ) — Insurance — is amended such that each policy shall require thirty ( 30 ) days notice prior to cancellation in coverage . In addition , Contractor shall notify SWDD in writing within five ( 5 ) days after receipt notice of any policy expiration , nonrenewal or any material change in coverage or limits . ( c ) Section III , Item G ( xi ) — Insurance — is amended to reflect that if SWDD requires additional or higher insurance coverage after the Effective Date, then Contractor shall be entitled to seek reimbursement from SWDD for the costs associated with obtaining the increased insurance coverage . ( d ) Section III , Item I — Environmental Penalties — is deleted in its entirety and replaced with the following new paragraph : "The Contractor shall be required to pay any and all non - appealable fines and penalties of any , nature whatsoever imposed or levied by any governmental agency responsible for enforcement of environmental laws, together with any and all other costs, incurred solely as a result of Contractor' s failure to comply with any environmental regulations applicable to the project . SWDD shall be required to pay any and all non - appealable fines and penalties of any nature whatsoever imposed or levied by any governmental agency responsible for enforcement of environmental laws, together with any and all other costs, incurred solely as a result of SWDD ' s failure to comply with any environmental regulations applicable to the project . Any and all non - appealable fines and penalties, and resulting costs, which are imposed , levied or incurred as a result of Contractor' s and SWDD ' s shared failure to comply with environmental regulations shall be shared by Contractor and SWDD in proportion to their relative fault . " ( e ) Section III , Item J — Liquidated Damages — is amended to add the following language at the end of the item : "SWDD will review, investigate and make a final determination with input from all involved parties , including the Contractor, prior to imposing liquidated damages ( f) Section III , Item F ( iii ) ( c ) — Cancellation of Permit — is hereby modified to add the following sentence : " In addition , in no such event shall Contractor be liable for closure/ post closure obligations following the cancellation of the operating permit; provided , however, that this sentence shall not be applicable following reinstatement of the operating permit . " ( g ) The following paragraph is hereby added as Section III , Item P of the General Provisions : ( P) Employee Matters : "At its sole discretion Contractor shall offer employment to those current employees of SWDD that Contractor determines meet its hiring criteria , Q processes, and needs . All such employees shall be " new hires " for purposes of Contractor' s benefit plans . In accordance with its collective bargaining agreement and/or County Policy, SWDD shall pay or cause to be paid to such employees all wages, salaries, commissions and bonuses which are due to them , including, without limitation , all vacation , leave and sick- pay accrued up to December 31 , 2010 . Contractor will not assume or be deemed to have assumed any past or future obligations of SWDD or any other person to such employees or any employees of SWDD who are not hired by Contractor, including, without limitation , any pension obligations . " ARTICLE 6 - SPECIFICATIONS The Contractor shall abide by the attached Specifications to this Contract and incorporated herein in its entirety by this reference , except as follows : ( a ) Section IV, Item A ( ii ) — SWDD Responsibility — is hereby modified to add the following item : " (j ) All permit renewal obligations . " ( b ) Section IV, Item A ( iii ) is added , as follows : "Clarification of Contractor' s Closure and Post Closure Obligations . Contractor shall be responsible for closure and post- closure obligations , as set forth in the Bid Documents, during the term of this Agreement; such obligations shall not extend beyond the term of this Agreement . Additionally, Contractor shall not be responsible for financial assurance mechanisms associated with closure and post-closure requirements, or with any groundwater monitoring, except to the extent that extra or additional groundwater monitoring is required as a result of Contractor' s violation of this Agreement or applicable law . " ARTICLE 7 - SUPPLEMENTAL SPECIFICATIONS The Contractor shall abide by the attached Supplemental Specifications to this Contract and incorporated herein in its entirety by this reference , except as follows . ( a ) Section V, Item E ( 8 ) ( i ) — Fuel Tanks — the second sentence is hereby modified to read as follows : "All fuel purchases following the date of this Agreement shall be the responsibility of the Contractor . " ( b ) Section V, Item F ( h ) ( 7 ) — Level of Service — Maintenance — is amended to reflect that ordinary wear and tear shall be excepted from Contractor' s maintenance requirements . ( c ) Section V, Item A ( ii ) — SWDD Responsibility — the following new Item 8 is hereby added : processes, and needs . All such employees shall be " new hires " for purposes of Contractor' s benefit plans . In accordance with its collective bargaining agreement and/or County Policy, SWDD shall pay or cause to be paid to such employees all wages, salaries, commissions and bonuses which are due to them , including, without limitation , all vacation , leave and sick- pay accrued up to December 31 , 2010 . Contractor will not assume or be deemed to have assumed any past or future obligations of SWDD or any other person to such employees or any employees of SWDD who are not hired by Contractor, including, without limitation , any pension obligations . " ARTICLE 6 - SPECIFICATIONS The Contractor shall abide by the attached Specifications to this Contract and incorporated herein in its entirety by this reference , except as follows : ( a ) Section IV, Item A ( ii ) — SWDD Responsibility — is hereby modified to add the following item : " (j ) All permit renewal obligations . " ( b ) Section IV, Item A ( iii ) is added , as follows : "Clarification of Contractor' s Closure and Post Closure Obligations . Contractor shall be responsible for closure and post- closure obligations , as set forth in the Bid Documents, during the term of this Agreement; such obligations shall not extend beyond the term of this Agreement . Additionally, Contractor shall not be responsible for financial assurance mechanisms associated with closure and post-closure requirements, or with any groundwater monitoring, except to the extent that extra or additional groundwater monitoring is required as a result of Contractor' s violation of this Agreement or applicable law . " ARTICLE 7 - SUPPLEMENTAL SPECIFICATIONS The Contractor shall abide by the attached Supplemental Specifications to this Contract and incorporated herein in its entirety by this reference , except as follows . ( a ) Section V, Item E ( 8 ) ( i ) — Fuel Tanks — the second sentence is hereby modified to read as follows : "All fuel purchases following the date of this Agreement shall be the responsibility of the Contractor . " ( b ) Section V, Item F ( h ) ( 7 ) — Level of Service — Maintenance — is amended to reflect that ordinary wear and tear shall be excepted from Contractor' s maintenance requirements . ( c ) Section V, Item A ( ii ) — SWDD Responsibility — the following new Item 8 is hereby added : processes, and needs . All such employees shall be " new hires " for purposes of Contractor' s benefit plans . In accordance with its collective bargaining agreement and/or County Policy, SWDD shall pay or cause to be paid to such employees all wages, salaries, commissions and bonuses which are due to them , including, without limitation , all vacation , leave and sick- pay accrued up to December 31 , 2010 . Contractor will not assume or be deemed to have assumed any past or future obligations of SWDD or any other person to such employees or any employees of SWDD who are not hired by Contractor, including, without limitation , any pension obligations . " ARTICLE 6 - SPECIFICATIONS The Contractor shall abide by the attached Specifications to this Contract and incorporated herein in its entirety by this reference , except as follows : ( a ) Section IV, Item A ( ii ) — SWDD Responsibility — is hereby modified to add the following item : " (j ) All permit renewal obligations . " ( b ) Section IV, Item A ( iii ) is added , as follows : "Clarification of Contractor' s Closure and Post Closure Obligations . Contractor shall be responsible for closure and post- closure obligations , as set forth in the Bid Documents, during the term of this Agreement; such obligations shall not extend beyond the term of this Agreement . Additionally, Contractor shall not be responsible for financial assurance mechanisms associated with closure and post-closure requirements, or with any groundwater monitoring, except to the extent that extra or additional groundwater monitoring is required as a result of Contractor' s violation of this Agreement or applicable law . " ARTICLE 7 - SUPPLEMENTAL SPECIFICATIONS The Contractor shall abide by the attached Supplemental Specifications to this Contract and incorporated herein in its entirety by this reference , except as follows . ( a ) Section V, Item E ( 8 ) ( i ) — Fuel Tanks — the second sentence is hereby modified to read as follows : "All fuel purchases following the date of this Agreement shall be the responsibility of the Contractor . " ( b ) Section V, Item F ( h ) ( 7 ) — Level of Service — Maintenance — is amended to reflect that ordinary wear and tear shall be excepted from Contractor' s maintenance requirements . ( c ) Section V, Item A ( ii ) — SWDD Responsibility — the following new Item 8 is hereby added : processes, and needs . All such employees shall be " new hires " for purposes of Contractor' s benefit plans . In accordance with its collective bargaining agreement and/or County Policy, SWDD shall pay or cause to be paid to such employees all wages, salaries, commissions and bonuses which are due to them , including, without limitation , all vacation , leave and sick- pay accrued up to December 31 , 2010 . Contractor will not assume or be deemed to have assumed any past or future obligations of SWDD or any other person to such employees or any employees of SWDD who are not hired by Contractor, including, without limitation , any pension obligations . " ARTICLE 6 - SPECIFICATIONS The Contractor shall abide by the attached Specifications to this Contract and incorporated herein in its entirety by this reference , except as follows : ( a ) Section IV, Item A ( ii ) — SWDD Responsibility — is hereby modified to add the following item : " (j ) All permit renewal obligations . " ( b ) Section IV, Item A ( iii ) is added , as follows : "Clarification of Contractor' s Closure and Post Closure Obligations . Contractor shall be responsible for closure and post- closure obligations , as set forth in the Bid Documents, during the term of this Agreement; such obligations shall not extend beyond the term of this Agreement . Additionally, Contractor shall not be responsible for financial assurance mechanisms associated with closure and post-closure requirements, or with any groundwater monitoring, except to the extent that extra or additional groundwater monitoring is required as a result of Contractor' s violation of this Agreement or applicable law . " ARTICLE 7 - SUPPLEMENTAL SPECIFICATIONS The Contractor shall abide by the attached Supplemental Specifications to this Contract and incorporated herein in its entirety by this reference , except as follows . ( a ) Section V, Item E ( 8 ) ( i ) — Fuel Tanks — the second sentence is hereby modified to read as follows : "All fuel purchases following the date of this Agreement shall be the responsibility of the Contractor . " ( b ) Section V, Item F ( h ) ( 7 ) — Level of Service — Maintenance — is amended to reflect that ordinary wear and tear shall be excepted from Contractor' s maintenance requirements . ( c ) Section V, Item A ( ii ) — SWDD Responsibility — the following new Item 8 is hereby added : "8 . The final disposal or off- site removal of tires , recyclable material or scrap metal materials is the responsibility of SWDD through contractual agreements with its various vendors . " ARTICLE 8 —CONTRACT DOCUMENTS The Bid Documents , Insurance Requirements, Contract Security, Operating Permits and Plans, all applicable solid waste management, ERP, NPDES and Title V permits, together with this Agreement, form the Contract, and are fully a part of this Contract as if included herein . In the event of a conflict between the Bid Documents and this Agreement, this Agreement shall control . ARTICLE 9 -VENUE This agreement shall be governed by the laws of the State of Florida . Venue for any lawsuit brought by either party against the other party or otherwise arising out of this agreement shall be in Indian River County, Florida , or in the event of federal jurisdiction , in the United States District Court for the Southern District of Florida . REPUBLIC SERVICES OF FLORIDA, Limited Solid Waste Disposal District Partnership, d/ b/a Treasure Coast Refuse Indian River County, Florida By : Republic Services of Florida GP, Inc , a p , Delaware corporation , its4pneral partner ,� re 07 By : . By : Bob Solari tairnian Print Name : &\) In . UNVQ � S4 ►� Print Title : Aul Lor ie uw or Date Approved b , SVVDE : i� /," J VO t-. Attest : � A Jeffrey K . Barton , Clerk ;taf C4�cdi't Cdurt By , . Deputy Clerk Approved as to Form and al Sufficiency APPROVED : By : By , co .l1.11 Alan S . Polac wich , Sr , , County Attorney J eph A . Aaird , County Administrator END OF CONTRACT AGREEMENT "8 . The final disposal or off- site removal of tires , recyclable material or scrap metal materials is the responsibility of SWDD through contractual agreements with its various vendors . " ARTICLE 8 —CONTRACT DOCUMENTS The Bid Documents , Insurance Requirements, Contract Security, Operating Permits and Plans, all applicable solid waste management, ERP, NPDES and Title V permits, together with this Agreement, form the Contract, and are fully a part of this Contract as if included herein . In the event of a conflict between the Bid Documents and this Agreement, this Agreement shall control . ARTICLE 9 -VENUE This agreement shall be governed by the laws of the State of Florida . Venue for any lawsuit brought by either party against the other party or otherwise arising out of this agreement shall be in Indian River County, Florida , or in the event of federal jurisdiction , in the United States District Court for the Southern District of Florida . REPUBLIC SERVICES OF FLORIDA, Limited Solid Waste Disposal District Partnership, d/ b/a Treasure Coast Refuse Indian River County, Florida By : Republic Services of Florida GP, Inc , a p , Delaware corporation , its4pneral partner ,� re 07 By : . By : Bob Solari tairnian Print Name : &\) In . UNVQ � S4 ►� Print Title : Aul Lor ie uw or Date Approved b , SVVDE : i� /," J VO t-. Attest : � A Jeffrey K . Barton , Clerk ;taf C4�cdi't Cdurt By , . Deputy Clerk Approved as to Form and al Sufficiency APPROVED : By : By , co .l1.11 Alan S . Polac wich , Sr , , County Attorney J eph A . Aaird , County Administrator END OF CONTRACT AGREEMENT "8 . The final disposal or off- site removal of tires , recyclable material or scrap metal materials is the responsibility of SWDD through contractual agreements with its various vendors . " ARTICLE 8 —CONTRACT DOCUMENTS The Bid Documents , Insurance Requirements, Contract Security, Operating Permits and Plans, all applicable solid waste management, ERP, NPDES and Title V permits, together with this Agreement, form the Contract, and are fully a part of this Contract as if included herein . In the event of a conflict between the Bid Documents and this Agreement, this Agreement shall control . ARTICLE 9 -VENUE This agreement shall be governed by the laws of the State of Florida . Venue for any lawsuit brought by either party against the other party or otherwise arising out of this agreement shall be in Indian River County, Florida , or in the event of federal jurisdiction , in the United States District Court for the Southern District of Florida . REPUBLIC SERVICES OF FLORIDA, Limited Solid Waste Disposal District Partnership, d/ b/a Treasure Coast Refuse Indian River County, Florida By : Republic Services of Florida GP, Inc , a p , Delaware corporation , its4pneral partner ,� re 07 By : . By : Bob Solari tairnian Print Name : &\) In . UNVQ � S4 ►� Print Title : Aul Lor ie uw or Date Approved b , SVVDE : i� /," J VO t-. Attest : � A Jeffrey K . Barton , Clerk ;taf C4�cdi't Cdurt By , . Deputy Clerk Approved as to Form and al Sufficiency APPROVED : By : By , co .l1.11 Alan S . Polac wich , Sr , , County Attorney J eph A . Aaird , County Administrator END OF CONTRACT AGREEMENT "8 . The final disposal or off- site removal of tires , recyclable material or scrap metal materials is the responsibility of SWDD through contractual agreements with its various vendors . " ARTICLE 8 —CONTRACT DOCUMENTS The Bid Documents , Insurance Requirements, Contract Security, Operating Permits and Plans, all applicable solid waste management, ERP, NPDES and Title V permits, together with this Agreement, form the Contract, and are fully a part of this Contract as if included herein . In the event of a conflict between the Bid Documents and this Agreement, this Agreement shall control . ARTICLE 9 -VENUE This agreement shall be governed by the laws of the State of Florida . Venue for any lawsuit brought by either party against the other party or otherwise arising out of this agreement shall be in Indian River County, Florida , or in the event of federal jurisdiction , in the United States District Court for the Southern District of Florida . REPUBLIC SERVICES OF FLORIDA, Limited Solid Waste Disposal District Partnership, d/ b/a Treasure Coast Refuse Indian River County, Florida By : Republic Services of Florida GP, Inc , a p , Delaware corporation , its4pneral partner ,� re 07 By : . By : Bob Solari tairnian Print Name : &\) In . UNVQ � S4 ►� Print Title : Aul Lor ie uw or Date Approved b , SVVDE : i� /," J VO t-. Attest : � A Jeffrey K . Barton , Clerk ;taf C4�cdi't Cdurt By , . Deputy Clerk Approved as to Form and al Sufficiency APPROVED : By : By , co .l1.11 Alan S . Polac wich , Sr , , County Attorney J eph A . Aaird , County Administrator END OF CONTRACT AGREEMENT CONTRACT AGREEMENT INDIAN RIVER COUNTY SOLID WASTE DISPOSAL DISTRICT INDIAN RIVER COUNTY, FLORIDA SOLID WASTE OPERATIONS AND MAINTENANCE CA17fJii i ©�J r � o - 213 This Contract Agreement ( "Agreement" ) is entered into this 1St day of January , 2011 ( " Effective Date " ) by and between INDIAN RIVER COUNTY SOLID WASTE DISPOSAL DISTRICT, a dependent special district of Indian River County, Florida , whose address is c/ o Department of Utility Services , 1801 27th Street , Vero Beach , Florida 32960 ( hereinafter referred to as the " District" or " SWDD " ) , and Republic Services of Florida , Limited Partnership whose address is 3905 Oslo Road , Vero Beach , FL 32968, ( hereinafter referred to as the " Contractor " ) , for the services set forth herein . WITNESSETH : WHEREAS , the County through its Solid Waste Disposal District, hereinafter referred to as the SWDD , is responsible for the Operations of publicly contracted residential refuse disposal in the County; and WHEREAS, the purpose of managing refuse disposal in the County is to provide for the disposal of refuse by a contractor performing under a public contract ; and WHEREAS , the County wishes to employ the Contractor to provide Solid Waste Operations and Maintenance Services ; and WHEREAS, the Chairman of the Board of County Commissioners is the Chairman of the SWDD Board of Commissioners and is the duly- authorized designee of the Board to act as signatory of this instrument on behalf of the SWDD and is responsible for all contractual changes and modifications hereto ; and WHEREAS, the Director of the SWDD as designee of the Board shall serve as the SWDD ' s Contract administrator for this contract and shall approve all services rendered hereunder; NOW, THEREFORE , in consideration of these premises , and other good and valuable consideration , the receipt and sufficiency of which are hereby acknowledged , the parties hereto , intending to be legally bound , covenant and agree to as follows : ARTICLE 1 - SCOPE OF WORK i ) Landfill Location . The Indian River County Landfill is located in southern Indian River County, east of Interstate 95 , south of Oslo Road , and west of Rangeline Road at 1325 74th Avenue SW in Vero Beach , Florida . ii ) Customer Convenience Center Locations . The five ( 5 ) Customer Convenience Centers ( CCCs ) are located at Winter Beach ( 3955 65th Street ) , Roseland ( 7860 130th Street ) ,