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Disposal Contract
‘THIS CONTRACT, made and entered into this 99. day of August__, 2013_, by and between the
CUMBERLAND PLATEAU REGIONAL WASTE MANAGEMENT AUTHORITY, an authority
created under the provisions of the Virginia Water and Sewer Authorities Act, (hereinafter called the
“Authority”) represented herewith by its duly appointed Chairman of the Board of Directors, Frank Horton, and
Eco Safe Systems, LLC., a Tennessee limited liability company qualified to do and actually doing business in
the State of Tennessee (hereinafter called “Contractor”),
WITNESSED, THAT in consideration of the covenants and agreements herein contained, to be performed by
the parties hereto and of the payments hereinafter agreed to be made, it is mutually agreed as follows:


The Contractor is hereby granted the sole and exclusive rights for the disposal of solid waste generated
in the Authority’s three (3) transfer stations - Buchanan, Dickenson, and Russell, in accordance
with all applicable Federal, State, and local laws and regulations during term of this Contract.


The Contract Documents shall include the following documents, and this Contract does hereby
expressly incorporate same herein as fully as if set forth verbatim in this Contract:


Exhibit A - General Specifications
Exhibit B - Insurance Requirements
Exhibit C - Contractor’s Proposal/Pricing
Exhibit D - Contractor’s Letter of Credit
This Instrument
Any addenda or changes to the foregoing documents agreed to by the parties hereto.
mepese

All provisions of the Contract Documents shall be strictly complied with and conformed to by the
Contractor, and no amendment to this Contract shall be made except upon written consent of the parties.
No amendment shall be construed to release either party from any obligation of the Contract Documents
‘except as specifically provided for in such amendment.

4, The initial term if this Contract shall be from October 27, 2013 (the “Effective Date”) until October 27,
2018. Upon mutual agreement between the parties the Contract may be extended in additional five (5)
year extensions under the same terms and conditions. It is understood that both parties must agree, with
Written notification, of this extension at least sixty (60) days prior to the expiration date as defined
herein. Disposal rates for all extensions must be agreed upon by Authority and Contractor.
IN WITNESS HEREOF, the Authority and Contractor have executed this Contractor as of the date first
written above. Frank Horton, Chairman, is the Authorized Agent of the Cumberland Plateau Regional Waste
Management Authority and authorized to sign this Contract on behalf of the Cumberland Plateau Regional
‘Waste Management Authority. Walter H. Hall, Jr. COO ,is the Authorized Agent of Eco Safe Systems, LLC and
is i i i behalf of 7
WITNESSES: ‘Cumberland Plateau Regio:
be
Frank Horton, CPRWMA Chairman
a on: 22 Alugect 20)3
faste Management Authority
Walter H. Hall, Ir. COO.
ane t f— aii on: _AuguSt 20. 2013
4
THUS DONE AND SIGNED in the presences of witnesses whose names are inscribed opposite each respective
signature on and as of the ZO __day of August » 20(3.
WITNESS MY HAND AND SEAL OF OFFICE
id Jarry
‘NOTARY PUBLIC
‘Cumberland Plateau Regional SWA Disposal Contract 2) JAIME S MARINI Page 1of9
My COMMISSION #FFO24868
EXPIRES June 6, 2017
Won 3680159 __FondaNotarySeric.com,
EXHIBIT A
GENERAL SPECIFICA’
INDEX
1.0 DEFINITIONS OF ITEMS INCLUDED IN THIS CONTRACT
1.01 Authority
1.02 Disposal Site
1.03 Solid Waste
2.0. DEFINITIONS OF ITEMS EXCLUDED FROM THIS CONTRACT
2.01 Hazardous Waste
2.02 Offal Waste
2.03 Special Waste
3.0 SCOPE OF WORK
3.01 General
3.02 Work Not Covered By Contract
4.0 GENERAL PROVISIONS
4.01 Hours of Operation
4.02 Holidays
4.03 Office
4.04 Disposal
4.05 Delivery
4.06 Point of Contact
5.0 BASIS OF PRICES AND METHOD OF PAYMENT
5.01 Disposal Rates (Exhibits C)
5.02 Additional Costs and Charges
5.03 Modification to Rates
5.04 Contractor Billings to Authority
6.0 COMPLIANCE WITH LAWS
7.0 RISK ALLOCATION AND INDEMNITY
8.0 LICENSES AND TAXES
9.0 FORCE MAJEURE,
10.0 ASSIGNMENT OF CONTRACT
11.0 EXCLUSIVE CONTRACT
12.0 TITLE TO WASTE
13.0 TERMINATION OF CONTRACT
14.0 MISCELLANEOUS TERMS
‘Cumberland Plateau Regional SWA Disposal Contract (2)
Page 2 of 9
EXHIBIT A
GENERAL SPECIFICATIONS
1.0 DEFINITIONS OF ITEMS INCLUDED IN THIS CONTRACT
1.02
1.03
is a Member of the Authority - Buchanan, Dickenson, and Russell Counties and
any County within the State of Virginia adjacent to (having a common boundary with) any Member
that may enter into an agreement with the Authority after the date hereof relating to such adjacent
County’s use of the Authority’s Transfer Stations.
Disposal Site ~The municipal solid waste landfill owned and operated by Eco Safe Systems, LLC
located in Blountville, Tennessee in Sullivan County, Tennessee, permitted or approved by all
governmental bodies and agencies having jurisdiction and requiring such licenses, permits or
approvals to receive for processing or final disposal of Waste Material and Small Dead Animals.
Solid Waste ~ useless, unwanted or discarded materials with insufficient liquid content to be free-
flowing, that result from domestic, industrial, commercial, agricultural, governmental and community
operations which require proper storage, collection, transportation and disposal to prevent
environmental pollution inimical to public health, safety and welfare. Solid Waste does not include
sewage, earth or material used to fill land in accordance with construction codes, mining residues,
slag, dissolved or suspended solids in industrial waste water effluents which are not acceptable for
disposal in sanitary sewage treatment system or any material included in the definition of Excluded
Waste which is defined to include all of the materials set forth in Section 2.0 below.
2.0 DEFINITIONS OF ITEMS EXCLUDED FROM THIS CONTRACT.
2.01
2.02
2.03
Hazardous Waste (excluded from this Contract) Hazardous Waste is a form of Excluded Waste and
defined as any radioactive, volatile, corrosive, highly flammable, explosive, biomedical, infectious,
biohazardous, toxic or listed or characteristic Hazardous Waste as defined by federal, state, provincial
or local law or any otherwise regulated waste. Hazardous Waste shall include, but not be limited to,
any amount of waste listed or characterized as hazardous by the United States Environmental
Protection Agency or any state agency pursuant to the Resource Conservation and Recovery Act of
1976, as amended, and including future amendments thereto, and any other applicable federal, state
or local laws or regulations.
Offal Waste (excluded from this Contract) Waste animal (land or marine) matter from
establishments such as butcher shops, slaughterhouses, food processing and packing plants, rendering
plants and fertilizer plants.
Special Waste (excluded from this Contract)- Special Waste is a form of Excluded Waste and is
defined as nonhazardous, solid waste that is subject to additional govemmental regulations or special
handling requirements in collection, transportation, processing or disposal as a result of the
characteristics of, or processes which generate, such waste. Special Waste includes, but is not li
to:
(a) waste iron from a commercial or industrial activity;
(b) waste generated by an industrial process or a pollution control process;
(©) waste which may contain free liquids;
(@) waste which may contain residue and debris from the cleanup of a spill of petroleum, chemical
or commercial products or wastes, or contaminated residuals;
(©) articles from the cleanup of a facility which generates, stores, treats, recycles or disposes of
chemical substances, commercial products or wastes;
(® wastes which are nonhazardous as a result of proper treatment pursuant to Subtitle C of the
Resource Conservation and Recovery Act of 1976 (“RCRA”);
(g) asbestos containing or asbestos bearing material that has been properly secured under existing
federal, state, provincial and local laws, rules and regulations;
(h) containers that once contained hazardous substances, chemicals, or insecticides so long as such
containers are “empty” as defined by RCRA;
(@ municipal or commercial solid waste that may have come into contact with any of the
foregoing;
() filter cake sludge wastes from waste water treatment processes;
(&) wastes containing any regulated polychlorinated biphenyls; and,
() ash, sludge, whole tires and powders.
ited
‘Cumberland Plateau Regional SWA Disposal Contract (2) Poge 3 of 9
3.0 SCOPE OF WORK
3.01 General. The work under this Contract shall consist of disposing of all Solid Waste transported by
the Authority’s agent to the Disposal Site defined above in accordance with and subject to the terms
and conditions of this Contract.
3.02 Work Not Covered By Contract. The work under this Contract does not include transportation from
the Authority’s Transfer Stations and disposal of Excluded Waste materials.
4.0 GENERAL PROVISIONS
4.01 Hours of Operation
Disposal of Waste Material shall not start before 6:00 A.M. or continue after 4:00 P.M. on the same
day. Exceptions to operation hours shall be effected only upon the mutual agreement of the
Authority and Contractor, or when Contractor reasonably determines that an exception is necessary in
order to complete disposal due to unusual circumstances.
4.02. 4.02. Holidays ~ The following shall be holidays for purposes of this Contract:
New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day
Contractor or the Authority may decide to observe any or all of the above mentioned holidays by
suspension of disposal service on the holiday.
4,03 Office ‘The Contractor shall maintain an office or such other facilities through which it can be
contacted by direct visit or by local (toll free) call from anywhere in the Authority’s area. It shall be
equipped with sufficient telephones and shall have a responsible person in charge from 8:00 A.M. to
5:00 P.M on regular days of operation.
4.04. Disposal - The Authority will use the Disposal Site, directly or via Cumberland Plateau Transfer
Stations, for the disposal of all Cumberland Plateau solid waste and such approved special waste
delivered to the Authority’s Transfer Stations in accordance with the terms and provisions of this
Contract. During the Term hereof, the Authority shall take all action necessary, whether or not
by legislative means or otherwise, to direct the flow of solid waste to the Disposal Site and
otherwise require the use of the Disposal Site by its Affiliates, members, employees, franc!
haulers and constituents and their Affiliates. The Authority shall not take any action by contract
or otherwise to direct solid waste away from the Disposal Site or to another location. The
Authority irrevocably covenants and agrees to deliver and hereby guarantees that, commer
as of the Effectvie Date it shall deliver to the Disposal Site all Acceptable Solid Waste whic!
collected or controlled by the Authority. The Disposal Site shall be the exclusive disposal
facility used by the Authority and its Affiliates, its members, employees, franchised haulers,
and constituents and their Affiliates, and any other entity owned, controlled, managed or
financed (directly or indirectly) by the Authority with respect to Acceptable Solid Waste
collected or controlled by Authority in the Service Area during the Term. The exclusivity
provisions of this Agreement shall apply to and are binding on the Authority and its Affiliates,
its employees, franchised haulers and their Affiliates, and any other entity, agency, division, or
department of the County and their respective successors and assigns.
4.05 Delivery ~ All solid waste will be delivered by an agent of the Authority.
4,06 Point of Contact — All dealing, contacts, etc., between the Contractor and the Authority shall be
directed by the Contractor to the Authority’s point of contact specified in the applicable Exhibit, and,
by the Authority to the Contractor’s General Manager or Operations Manager.
5.0 BASIS OF PRICES AND METHOD OF PAYMENT
5.01 Disposal Rates (Exhibits C) - The prices to be paid by the Authority for the disposal of Waste
Material from all Cumberland Plateau Transfer Stations shall be as shown on Exhibit C, as adjusted
in accordance with Section 5.04 herein. The Authority shall also pay Contractor the other costs and
charges as specified in Section 5.03 herein.
5.02 Additional Costs and Charges
Cumberland Plateau Regional SWA Disposal Contract (2) Page 4 of 9
6.0
70
8.0
9.0
5.02.1 Cost Recovery Fees - Environmental Recovery Fee. In addition to the rates set forth in other
sections of this Contract, Contractor will charge an Environmental Recovery Fee (the “ERF”),
which is a set amount per disposal load. The ERF is assessed to meet environmental
compliance requirements at landfills and transfer stations, such as closure and post-closure
costs, leachate management, landfill cell construction costs, landfill gas management,
permitting costs, etc.
5.02.2 Pass Through Tax/Cost Increases. Contractor may pass through certain cost increases directly to
the Authority to adjust for increases in cost to Contractor due to the changes in taxes, fees, change
in law or other governmental charges (other than income or real property taxes).
5.02.3 Except as provided expressly herein, the charges for Contractor’s service with respect to this
work shall include all taxes and disposal fees.
5.03 Modification to Rates - The fees in Exhibit C which may be charged by the Contractor for the first
and subsequent years of the term hereof shall be effective October 27 annually.
5.04__Contractor Billings to Authority ~ The Contractor shall bill the Authority for Waste Material
disposal services rendered to Cumberland Plateau Regional Waste once a month and will be issued
within ten (10) days following the end of the month and the Authority shall pay the Contractor
within 60 days of invoice date. Such billing and payment shall be based on the price rates and
schedules set forth in the Contract Documents. Payments not made by the Authority on or before
their due date shall be subject to late fees of: a) the greater of five dollars ($5) or one and one-half
percent (1.5%) per month or portion thereof; or, b) the maximum allowed by law, if less than a). In
the event the Authority withholds payment of a portion or whole of an invoice and itis later
determined that a portion or all of such withheld amount is owed to Contractor, such amount shall
be subject to the late fees provided herein from the original due date until paid by Authority.
COMPLIANCE WITH LAWS
‘The Contractor shall conduct operations under this Contract in compliance with all applicable laws;
provided, however, that the Contract shall govern the obligations of the Contractor where there exist
conflicting ordinances of the Authority on the subject.
RISK ALLOCATION AND INDEMNITY
7.01 Authority shall be responsible for any and all claims for personal injuries or death, or the loss of life
or damage to property to the extent caused by the Authority’s negligence or acts of willful misconduct
or those of its contractors or agents.
7.02 In the event any Excluded Waste is not discovered by Contractor before it is disposed of in the
Advance Disposal landfill, Contractor may, in its sole discretion, remove, transport and dispose of
such Excluded Waste at a location authorized to accept such Excluded Waste in accordance with all
applicable laws and charge the depositor or generator of such Excluded Waste all direct and indirect
costs incurred due to removal, remediation, handling, transportation, delivery and disposal of such
Excluded Waste. The Authority shall provide all reasonable assistance to Contractor to conduct an
investigation to determine the identity of the depositor or generator of the Excluded Waste and to
collect the costs incurred by Contractor in connection with such Excluded Waste. Subject to the
Authority’s providing all such reasonable assistance to Contractor, Contractor shall release Authority
from any liability for any such costs incurred by Contractor in connection with such Excluded Waste,
except to the extent that such Excluded Waste is determined to be attributed to the Authority.
LICENSES AND TAXES
‘The Contractor shall obtain all licenses and permits (other than the license and permit granted by this
Contract) and promptly pay all taxes required by the State.
FORCE MAJEURE
Except for Authority’s obligation to pay amounts due to Contractor, any failure or delay in performance
under this Contract due to contingencies beyond a party’s reasonable control, including, but not limited to,
strikes, riots, terrorist acts, compliance with applicable laws or governmental orders, fires, bad weather and
acts of God, shall not constitute a breach of this Contract, but shall entitle the affected party to be relieved
of performance under this Contract during the term of such event and for a reasonable time thereafter.
10.0 ASSIGNMENT OF CONTRACT
‘Cumberland Plateau Regional SWA Disposal Contract (2) Page 5 of 9
Neither party shall assign this Contract in its entirety without the other party’s prior written consent, which
‘consent shall not be unreasonably withheld. Notwithstanding the foregoing, Contractor may assign this
Contract without the Authority’s consent to its parent companies or any of their subsidiaries, to any person
or entity who purchases any operations from Contractor or as a collateral assignment to any lender to
Contractor.
11.0 EXCLU:
E CONTRACT
‘The Contractor shall have an exclusive privilege to provide Waste Material disposal services within the
Authority’s area as defined in section 1.01 of this Contract.
12.0 TITLE TO WASTE
Title to Waste Materials delivered by the Authority shall pass to the Contractor when accepted by
Contractor’s landfill. Title to and liability for any Excluded Waste shall remain with the generator or
depositor of such waste and shall at no time pass to Contractor.
13.0 TERMINATION OF CONTRACT
13.01 Inthe event of a failure by Contractor to perform any material provision of this Contract, the
Authority shall give written notice of such breach to the Contractor along with at least thirty (30)
days (the “cure period”) to correct such breach. Authority may terminate this Contract after such
‘cure period if Contractor has not adequately corrected such breach in accordance with this Contract,
and Authority so notifies Contractor in writing of such termination action. At such time, Authority
shall pay Contractor only all charges and fees for the services performed on or before such
termination date. Thereafter, in the event such termination occurs during the initial term of this
Contract, Authority, as its sole and exclusive remedy may exercise its rights under Contractor’s
performance bond, and procure the services of another waste services provider to complete the work
covered under this Contract for the remainder of the time period covered by the initial term of this
Contract. Except for such right during the initial term of this Contract, following any such
termination and the final payment from the Authority to the Contractor, neither party shall have any
further obligation under this Contract other than for claims for personal injuries or property damage
as expressly provided in this Contract and arising prior to such termination date.
13,02 In the event of a failure by Authority to perform any material provision of this Contract, the
Contractor shall give written notice of such breach to the Authority along with at least thirty (30)
days (the “cure period”) to correct such breach. Contractor may terminate this Contract after such
cure period if Authority has not adequately corrected such breach in accordance with this Contract
and Contractor so notifies Authority in writing of such termination action. At such time, Authority
shall pay Contractor for all charges and fees for the services performed on or before such
termination date, Thereafter, following any such termination and the final payment from the
Authority to the Contractor, neither party shall have any further obligation under this Contract other
than for claims for personal injuries or property damage as expressly provided in these terms and
arising prior to such termination date.
14.0 MISCELLANEOUS TERMS
14.01 No liquidated damages or penalties may be assessed against Contractor by Authority.
14.02 No intellectual property (IP) rights in any of Contractor’s IP are granted to Authority under this
Contract.
14.03. This Contract shall be binding upon and inure solely to the benefit of the parties and their permitted
assigns.
14.04 Ifany provision of this Contract shall be invalid, illegal or unenforceable, it shall be modified so as
to be valid, legal and enforceable but so as most nearly to retain the intent of the parties. If such
modification is not possible, such provision shall be severed from this Contract. In either case, the
validity, legality and enforceability of the remaining provisions of this Contract shall not in any way
be affected thereby.
14.05 The failure or delay on the part of either party to exercise any right, power, privilege or remedy
under this Contract shall not constitute a waiver thereof. No modification or waiver by either party
of any provision shall be deemed to have been made unless made in writing. Any waiver by a party
for one or more similar events shall not be construed to apply to any other events whether similar or
not.
‘Cumberland Plateau Regional SWA Disposal Contract (2) Page 6 of 9
14.06 This Contract shall be interpreted and governed by the law of the Commonwealth of Virginia and
jurisdiction and venue for any litigation commenced under this contract shall lie in the
Commonwealth of Virginia.
14.07 This Contract sets forth the entire agreement of the parties and supersedes all prior agreements,
whether written or oral, that exist between the parties regarding the subject matter of this Contract.
Workers’ Compensation
Coverage A Statutory
Coverage B- Employers Liability $1,000,000 each Bodily Injury by Accident
$1,000,000 policy limit Bodily Injury by Disease
$1,000,000 each occurrence Bodily Injury by Disease
Automobile Liability
Bodily Injury/Property Damage $3,000,000
Combined — Single Limit Coverage is to apply to all owned, non-owned, hired and
leased vehicles (including trailers).
Pollution Liability Endorsement MCS-90 endorsement for pollution liability coverage
‘Commercial General Liability
Bodily Injury/Property Damage $2,500,000 each occurrence
Combined ~ Single Limit ‘$5,000,000 general aggregate
All such insurance policies will be primary without the right of contribution from any other insurance coverage
‘maintained by Authority. All policies required herein shall be written by insurance carriers with a rating of
AM. Bests of at least “A-” and a financial size category of at least VII. Upon Authority’s request, Contractor
shall furnish Authority with a certificate of insurance, evidencing that such coverages are in effect. Such
certificate: (i) will also provide for 30 days prior written notice of cancellation to the Authority; (ii) shall show
Authority as an additional insured under the Automobile and General Liability policies; and, (ii) shall contain
waivers of subrogation in favor of Authority (excluding Worker’s Compensation policy) except with respect to
the sole negligence or willful misconduct of Authority. In addition, the following requirements apply:

The Commercial General Liability policy must include Contractual Liability coverage specifically
covering Contractor’s Indemnification of Authority herein.
Coverage must be provided for Products/Completed Operations.
The policy shall also contain a cross Liability/Severability of Interests provision assuring that the acts of
one insured do not affect the applicability of coverage to another insured.

‘Cumberland Plateau Regional SWA Disposal Contract (2) Page 7 of 9
EXHIBIT C
CONTRACTOR’S PR ICING
Disposal Rates (all Transfer Stations) includes annual price increase
Year 1 (October 27, 2013-October 27, 2014) $16.07 / Ton
Year 2 (October 27, 2014-October 27, 2015) $16.47/Ton
Year 3 (October 27, 2015-October 27, 2016) $16.88 / Ton
‘Year 4 (October 27, 2016-October 27, 2017) $17.30/ Ton
Year 5 (October 27, 2017-October 27, 2018) $17.74/ Ton
‘Cumberland Plateau Regional SWA Disposal Contract (2)
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EXHIBIT D
CONTRACTOR’S LETTER OF CREDIT
‘To be provided by Contractor.
‘Cumberland Plateau Regional SWA Disposal Contract (2) Page 9 of 9