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HomeMy WebLinkAboutResolutions - 1989.12.14 - 17333Miscellaneous Resolution If December 14,1989 BY: PLANNING AND BUILDING COMMITTEE - Anne M. Hobart; Chairperson IN RE: D.P.W. — SOLID WASTE MATERIALS RECOVERY FACILITY REQUEST FOR PROPOSALS TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS Mr. Chairperson; Ladies and Gentlemen: WHEREAS, the Oakland County Solid Waste Management Plan provides for an Integrated approach to the resolution of the County's pending solid waste crisis; and WHEREAS, one of the techniques for resolution of the problem involves the source separation of recyclable materials by solid waste generators and the delivery of those recyclables to processing facilities prior to their shipment to the country's manufacturing system for reuse; and WHEREAS, Oakland County is committed to provide facilities for the processing and marketing of the recyclable materials; and WHEREAS, County staff and consultants have been engaged in the RFQ/RFP procurement process for the design; construction and operation of the first required Materials Recovery Facility and are now ready to issue the attached final RFP (Request for Proposals) for final project bids; and WHEREAS, the Planning and Building Committee has reviewed and approved the REP documents. NOW THEREFORE BE IT RESOLVED that the Board of Commissioners approves the attached Request for Proposal documents and authorizes release of said documents for final project bids. Mr. Chairperson, on behalf of the Planning and Building committee, I move the adoption of the foregoing resolution. Draft of November 20, 1989 MATERIALS RECOVERY FACILITY CONSTRUCTION AND SERVICE AGREEMENT between OAKLAND COUNTY AND , 1989 TABLE OF CONTENTS RECITALS.... s ea. 00.9"0“61. Ise, a, 1 .0"0068.49 n 06.6".1 ARTICLE I -- SCHEDULES ........................................2 ARTICLE II -- DEFINITIONS Section 2.01 Section 2.02 Section 2.03 Definitions.................... ...... ..........3 Terms Generally ...............................25 Notice s Generally ..............................26 ARTICLE III -- CONSTRUCTION OF THE MRF Section 3.01 Section 3.02 Section 3.03 Secti6n 3.04 Section 3.05 Section 3.06 Section 3.07 Section 3.08 Section 3.09 Section 3.10 Section 3.11 Agr eement to Construct .........................26 Construction and Progress Monitoring; Confidential Information .....................27 Field Offices, Site Roads, Laydown, Staging and Parking ...........................34 Utility Connections ............................34 Permits and Environmental Requirements .........35 Regulatory Requirements .........................35 MRF Site Subsurface Conditions .................36 County to Provide Disposal .....................37 As-Built Drawings ..............................37 Substitution of Equipment Suppliers ............38 ARTICLE IV -- CONDITIONS PRECEDENT AND FINANCING Section 4.01 Section 4.02 Section 4.03 Section 4.04 Section 4.05 Conditions Precedent ...........................38 Conditions to County Conditions to Contractor Obligations ...........42 Satisfaction of Conditions Precedent ...........45 Issuance of ARTICLE V -- MRF PRICE; CONSTRUCTION INVOICES; PAYMENTS; TAX CERTIFICATION Section 5.01 Section 5.02 Section 5.03 Section 5.04 Section 5.05 MRF Price Payments ...... ...............47 Termination For Late Construction Date .........48 Method of Payment..............................49 Payment for Pass Through Costs and Capital Page ARTICLE IX -- ARBITRATION; INDEPENDENT ENGINEER Section 9.01 Section 9.02 Section 9.03 Section 9.04 Selection of the Independent Engineer ..........89 Covenant to Continue Work ......................91 ARTICLE X -- INSURANCE, SAFETY AND LOSS CONTROL Section 10.01 Insurance ......................................91 Section 10.02 Contract Deductible ..............................92 Section 10.03 Insurance Miscellaneous .........................94 Section 10.04 Insurance Proceeds .............................95 Section 10.05 No ARTICLE XI -- Section 11.01 Sectidn 11.02 Section 11.03 Section 11.04 Section 11.05 Section 11.06 Section 11.07 INDEMNIFICATION AND WAIVER Indemnification.................... Exclusion of Consequential Damages. Landfill Indemnity................. Hazardous Waste Indemnity.......... Payment and Defense..... ...... Survival ........................... 60.041040.00095 ............97 . • • • • . • a • • • • 98 ----v.-99 ............100 • • • •60.0440 ,000100 ARTICLE XII -- DELIVERY AND PROCESSING OF RECYCLABLE WASTE Section 12.01 Receipt of Recyclable Waste; Rejection Rights; Recyclable Waste Composition; Nonrecyclable Section 12.02 Processing Guarantee; Delivery of Recyclable Waste ..........................101 Section 12.03 Inadvertent Deliveries of Nonrecyclable Waste ..........................101 Section 12.04 Weighing of Recyclable Waste; County Data; Invoicing of Disposal Fees; Testing of Scales ......................104 Section 12.05 Removal and Disposal of Nonrecyclable Waste, Residual Material, Rejected Material and Nonsaleable Recovered Materials ....................................106 Section 12.06 Storage .......................................106 Section 12.07 Hazardous and Infectious Waste.................106 Page Section 17.05 Section 17.06 Section 17.07 Section 17.08 Section 17.09 Section 17.10 Rights Upon Termination for Uncontrollable County Rights to Contractor Technical Information ........................138 Telmination For Late Construction Manner of Termination Payment ..................140 Economic Default ...............................140 Survival .......................................140 ARTICLE XVIII -- WARRANTIES AND GUARANTEES OF EQUIPMENT AND MATERIAL Section 18.01 Warranty .........................................141 Section 18.02 Survival. .......................................141 ARTICLE XIX - - CONFIDENTIALITY Section 19.01 Section 19.02 Section 19.03 Section 19.04 ARTICLE XX -- Section 20.01 Section 20.02 Confidential Information ........................142 County Obligation of Confidentiality ..........142 Identification of Confidential Information .................................144 Survival .......................................145 REPRESENTATIONS Representations of County ......................145 Representations of Contractor ..................146 ARTICLE XXI -- MISCELLANEOUS Section 21.01 Section 21.02 Section 21.03 Section 21.04 Section 21.05 Section 21.06 Section 21.07 Section 21.08 Section 21.09 Section 21.10 Section 21.11 Section 21.12 Section 21.13 Section 21.14 Section 21.15 Section 21.16 Visiting Rights..,............................149 Industrial Property Rights .....................151 Compliance with Laws ..........................152 Assignment ....................................152 Subcontracts, Assignment and Default ..........153 Relationship' of the Parties ...................154 Authorized Jresentatives....................154 Article and -,2ction Captions; References ......155 Amendment.....................................155 Agreement Governed by Michigan Law ............155 No Other Agreement ........................155 Successors and Assigns ..........................156 Execution of Documents ........................156 v first Billing Month occurs and ending on the last Day of December, and each twelve calendar month period thereafter. The first Billing Year shall commence on the first day of the Billing Month following the Acceptance Date and shall end on the last Day of December following the first Billing Month and the last Billing Year shall end concurrently with the earlier of the termination or expiration of this Service Agreement. "Bonds" means bonds or other evidences of indebtedness issued by the County from time to time pursuant to the Indenture to finance the System, including such additional amounts as are, or were, required to pay all County development costs associated with the System, the costs of issuance of any Bonds, credit enhancements and other financing fees, interest during construction, and to fund any reserves required to be funded under the terms of the Indenture. "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a Legal Holiday. "Bypass Charge" means the Bypass Charge component of the Service Fee, in the amount equal to the County's cost of alternate disposal including transportation per Ton of Bypassed Recyclable Waste, and subject to Cost Substantiation. "Bypassed Recyclable Waste" means the Tons of Recyclable Waste which the Contractor was obligated to Process which were not Processed, calculated pursuant to Section 12.01(b)(ii) of this Aoreement. than the most stringent requirements in effect in Oakland County, Michigan on the Bid Date. For purposes of part (a) of this definition, no enactment, adoption, promulgation or modification of laws, ordinances, codes, rules, regulations or similar requirement enforcement policy with respect to any such requirement shall be considered a Change in Law if, as of the Bid Date, such law, or ordinance, code, rule, regulation or other similar requirement was (x) officially proposed by the responsible agency and published in the Federal Register or equivalent Federal, State or local publication and thereafter passes or (y) enacted into law or promulgated by the appropriate Federal, State or local body, before the Bid Date, and the comment period with respect to which has expired on or before the Bid Date and any required hearings have been concluded on or before the Bid Date in accordance with applicable administrative procedures; provided, 'however, that a provision of local law, other than County or State, shall not be a change in law during any period the County chooses to contest the applicability of such law at its cost and expense and indemnify the Contractor for any fines, penalties or other costs of noncompliance with such provision. In no event shall a change in Federal, State or local tax law, or any other tax law, be considered a Change in Law. "Code" means the Internal Revenue Code of 1986, as amended, and where applicable, the Internal Revenue Code of 1954, as amended. Each reference to a section of the Code shall be - 7 - the area of materials recovery, which shall be Malcolm Pirnie, Inc. until such time as the County, in its sole discretion, shall engage a replacement engineer. The County shall notify the Contractor of any change in such consulting engineering company. "Contaminated Recyclable Waste" means Recyclable Waste contaminated to the extent that it cannot be Processed into materials by the MRF consistent with Schedule 7. Water shall not be treated as a contaminating agent. Contaminated Recyclable Waste shall be treated as Nonrecyclable Waste for purposes of this Agreement. "Contract Date" means "Contractor" means , a corporation formed under the laws of the State of "Contractor Fault" means any material breach, failure, nonperformance Or noncompliance by the Contractor w'th the terms and provisions of this Agreement or the negligent or willful misconduct or omission of any agent, employee, contractor, sub- contractor at any tier or independent contractor hired by the Contractor which prevents or delays the County from performing its obligations under this Agreement or which deprives the County of any of its rights under this Agreement other than any breach, failure, nonperfo/mance or noncompliance caused by an Uncontrollable Circumstance or County Fault. "Cost Substantiation" means, with respect to any cost incurred by either Party to which the concept of Cost Substantiation applies, a certificate signed by either the .010 9 practices and procedures, to verify the amount of such costs and expenses and to demonstrate the basis for the amount claimed. "County" means Oakland County, Michigan, a political subdivision of the State of Michigan. "County Contribution" means any moneys paid by the County, other than Bond proceeds, to be applied in lieu of such proceeds. "County Fault" means any material breach, failure, nonperformance or noncompliance by the County with the terms and provisions of this Agreement or the negligent or willful misconduct or omission of any agent, official, commissioner, employee, contractor, sub-contractor at any tier or independent contractor hired by the Countywhich prevents or delays the Contractor from performing its obligations under this Agreement or which deprives the Contractor of any of its rights under this Agreement for any reason .other than any breach, failure, nonperformance or noncompliance caused by an Uncontrollable Circumstance or Contractor Fault. "Daily Guaranteed Capacity" ^means 200 Tons of Recyclable Waste per 8 hour shift and 400 Tons of Recyclable Waste per Day. "Day" shall mean a calendar day, beginning at 12:01 A.M. in the eastern time zone of the United States coinciding with the calendar day, whether or not a Sunday or Legal Holiday. "Derated Facility Payment" means the payment specified in Section 7.04. - 11 - "Event of Default" means any one or more of those events described in Sections 16.02 and 16.03. "Extension Period" means that period of time defined in Section 7.03. "Full Acceptance Standard" means compliance of the Facility with the performance standards as demonstrated by Acceptance Testing in accordance with Schedule 4. "Guarantee" means the agreement between the Guarantor and the County set forth in Schedule 8. "Guarantor" means "Hazardous Waste" means any material or substance which, as of the Contract Date, and for the duration of this Service Agreement adopting any future changes in the statutory definitions of the following statutes or regulations or any newly promulgated statues or regulations), and by reason of its composition or characteristics is (a) hazardous waste, substance or material as defined in the Solid Waste Disposal Act, 42 USC (6901 et seq., as amended, replaced or superseded, and the regulations implementing same, or (b) material the disposal of which is regulated by the Toxic Substances Control Act, 15 USC (2601, et seq., as amended, replaced or superseded, and the regulations implementing same, (c) special nuclear or by-products material within the meaning of the Atomic Energy Act of 1954, (d) hazardous waste substance or material as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. ( 6901 et seq. as amended, - 13 - (6) waste treated as Infectious Waste pursuant to federal, State or local laws. If any governmental agency or unit having appropriate jurisdiction shall determine that substances are infectious then thereafter any such substance shall be Infectious Waste by purpose of this Agreement. "Landfill" means the County's landfill, or any other landfill as the County may designate during the term of this Agreement, provided that any such landfill shall always be permitted in accordance with all applicable Federal and State laws and shall be permitted to accept the particular Residual Material, Rejected Material, Bypassed Recyclable Waste, Nonrecyclable Waste and Nonmarketed Recovered Materials delivered to it in accordance with all applicable Federal and State laws. If the landfill is included or proposed to be included, pursuant to a published notice, on the National Priorities List or a successor list as administered by the EPA, the County will undertake or cause to be undertaken such corrective actions as may be required to permit continued operation and to remove the landfill from any National Priority Listing. If the County landfill operator is unsuccessful in maintaining its operating permit, the County shall provide a different landfill meeting the above requirements for landfill. "Legal Holiday" means New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day or such other Legal Holidays as may be designated from time to time by the County. - 15 - and readiness for market" and are removed from the MRF pursuant to a notice from the Contractor. "Nonrecyclable Waste" means that portion of solid waste, exclusive of Hazardous Waste or Infectious Waste, that is not Recyclable Waste. "Notice to Proceed" means the written notification from the County delivered to the Contractor that all of the conditions precedent described in Article IV, except for issuance of the Notice to Proceed, have been satisfied or waived. "Operation and Maintenance Manuals" means drawings, diagrams, schematics, instructions, parts lists, schedules, procedures and other literature provided by equipment suppliers, subcontractors or developed by Contractor, during the tern of this Agreement, for the purpose of providing guidance in operating, maintaining and repairing all mechanical, electrical and control instrumentation systems installed in the MRF. "Party" or "Parties" means either the County or the Contractor, as the context of the usage of such term may require. "Pass Through Costs" means those costs and expenses incurred by the Contractor which are reimbursable by the County as set forth in Schedule 13. "Pass Through Taxes" shall mean federal, State and local sales and use taxes, personal property taxes, personal service taxes, value added taxes, and utility taxes (except to the extent in lieu of generally applicable taxes on income in which case the excess over such taxes on income shall be a Pass Through Tax), - 17 - 'period of operation assuming up to two 8 hour periods per Day, or such lesser amount as may result from (i) a reduction in capacity of the MRF due to an Uncontrollable Circumstance or County Fault or (ii) an Uncontrollable Circumstance or event or circumstance due to County Fault which prevents delivery of Recyclable Waste to the MRF; provided, however, that the Processing Guarantee is dependent upon delivery of Recyclable Waste in the form and composition provided in Schedule 17. "Qualified Contract" means a written agreement by and between the Contractor or the County and one or more third parties for the sale of Recovered Materials, which contains terms which are consistent with good industry standards and practices for agreements governing the sale of like materials recovered from municipal solid waste. Any dispute as to whether an agreement for the sale of Recovered Materials constitutes a Qualified Contract shall be resolved pursuant to Article IX. "Receiving Time" means the hours of receiving Reeyclable Waste for the MRF, initially from until on each Business Day and on each Saturday following a holiday specifically enumerated in the definition of Legal Holidays. "Recovered Materials" means ^all materials resulting from the Processing of Recyclable Wasts including those in accordance with Schedule 7. "Recovered Materials Guarantce" means the Contractor's obligation with respect to the quantity and quality of Recovered - 19 - ' accordance with Section 14.01 and the Service Fee component terms as defined in Article XIV. "Solid Waste" means all solid materials or substances generally discarded or rejected as being spent, useless, worthless, or valueless to the owners at the time of such discard or rejection, including but not limited to garbage, refuse, industrial and commercial waste, demolition and other construction debris; provided, however, this definition shall not include Hazardous Waste and Infectious Waste. "Start-up Date" means 12:01 a.m. on the Day which the Contractor specifies in the notice to the County referred to in Section 7.02(c)(i) as the first Day on which the MRF is capable of Processing Recyclable Waste. "State" means the State of Michigan and all of its appropriate administrative, contracting and regulatory agencies and offices. "Substantial Completion" or "Substantially Complete" shall mean that the procurement, construction, installation, calibration and start up operations of all process, mechanical, electrical and control instrumentation systems of the MRF are complete and operate norloally, allowing for insubstantial deviations as an integral system, permitting the MRF to be operated in accordance with the requirements of Schedule 2. "System" means the County's solid waste disposal and resource recovery system, including the Landfill, the MRF, the act of public enemy, war, blockade, insurrection, riot or civil disturbance, sabotage, or similar occurrence; (c) the order, or injunction or judgment of any federal, State, or local court, administrative agency or governmental body or officer with jurisdiction in the County, including any exercise of the power of eminent domain, police power, condemnation or other taking by or on behalf of any public, quasi-public or private entity; excepting decisions interpreting federal, State and local tax laws; provided, however, that such order or judgment shall not arise in connection with or be related to the negligent or willful action or inaction of the Party relying thereon and that neither the contesting in good faith of any such order or judgment nor the reasonable failure to so contest shall constitute or be construed as a willful or negligent action or inaction of such Party; (d) the failure to issue, or the suspension, termination, interruption, denial, failure of renewal of any permit, license, consent, authorization or approval essential to the construction, start-up, Acceptance Testing or operation of the MRF, if such failure, suspension, interruption or denial shall not arise in connection with or be related to the negligent or willful action or inaction of the Party relying thereon, and that neither the contesting in good faith of any such failure, suspension, termination, interruption or denial nor the reasonable failure to so contest shall be construed as a negligent or willful action or inaction of such Party; - 23 - (h) any subsurface condition which shall prevent, or require a redesign or change in, the construction, or adversely affect the Scheduled Acceptance Date; provided, however, that the condition was unknown to the Contractor, and could not have been discovered by the Contractor as provided in Section 3.07, on or before the Contract Date. "Virgin Material" means -Recyclable Waste present in the Process Residue Stream that is substantially the same condition as Recyclable Waste. "Week" means a period commencing Sunday at 12:01 a.m. and ending midnight of the following Saturday. "Work" means the design, construction and Acceptance Testing of the MRF by the Contractor in accordance with this Agreement. "Work Change" means (i) a change in the MRF specifications set forth in Schedule 2, or (ii) a repair, reconstruction or alteration of the MRF or the operation thereof pursuant to Article VI that requires a Capital Project, a change in the MRF Price or in the Service Fee or the performance guarantees contained in Schedule 7. Section 2.02 Terms Generally. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation", except as the context may otherwise require. The words "agree," "agreement," "approval" and "consent" shall be - 25 - up and Acceptance Testing except for the furnishing of Recyclable Materials. (b) Contracts and subcontracts entered into by the Contractor for the design, construction, start-up and Acceptance Testing of the MRF shall neither supersede nor abrogate any of the terms or provisions of this Agreement. (c) The Contractor shall, in connection with the performance of its obligations hereunder, prepare the MRF Site for construction, pay all costs, royalties, fees, license payments, insurance (as provided in Article X), and similar expenses required with respect to the Contractor's performance under this Agreement and which are not listed or specified as a Pass Through Cost; and adopt all required or reasonable precautions to prevent injury or damage to persons and property in or about the MRF and MRF Site. Section 3.02 Construction and Progress Monitorina; Confidential Information. (a) The County and Consulting Engineer shall have full access to the MRF Site. The Contractor shall review the design and construction of the MRF with the County so that the County may verify that the Work, and plans and specifications pertaining thereto as provided in Schedule 2, conform to the intent of and do not materially deviate from Schedule 2; provided, however, that such review and verification shall in no way alter the obligations of the Contractor under this Agreement. The Contractor shall provide the County with the critical path method - 27 - activities by the Consulting Engineer are for the sole benefit of the County and do not relieve the County or the Contractor of its obligations under this Agreement. The Contractor agrees to cooperate with all reasonable requests for information made by the Consulting Engineer in connection with the performance of such duties for the County. Any disputes arising under this Section 3.02 shall be resolved in accordance with Article IX of this Agreement. (b) The Contractor warrants and guarantees that title to all Work, materials and equipment covered by an application for payment, will have passed to the County either by incorporation into the MRF or upon receipt by the Contractor of payment for materials and equipment, indicated as having been purchased by certification pursuant to Section 5.04(b) and Schedule 6, whichever occurs first, free and clear of all liens, security interests and encumbrances, except for purchase money security interests in favor of any supplier of materials and equipment not paid for in full and which is not installed at or delivered to the MRF Site, provided that such partial payment is in accordance with Schedule 6, The Contractor further warrants and guarantees that, except as provided in the preceding sentence or as agreed by the Parties, no materials or equipment, documents or data covered by an application for payment will have been acquired by the Contractor or by any other person performing the Work or furnishing materials and equipment for the MRF which is subject to an agreement under which an interest therein or - 29 - (e) The Contractor will not be obligated by this Section 3.02 to delay any Work (including, but not limited to, procurement and construction activities) it has undertaken or plans to undertake pursuant to the terms and provisions of this Agreement; provided, however, that if the Contractor proceeds with any Work under this Agreement without allowing the Consulting Engineer at least ten (10) prior Days notice for the Consulting Engineer to perform its monitoring activities, then the Contractor proceeds with any such Work solely at its own risk, including, but not limited to, the risk that the County may exercise its right to have the work uncovered for the purpose of inspection for compliance with the requirements of Schedule 2, or the risk that the Engineer may be unable to verify the progress of the Work stated in the Contractor's applicatiOn for payment under 5.04(g). The failure of the Contractor to give notice as above set forth, however, shall not otherwise relieve the County of its obligations and duties hereunder (including its obligation to make payment) for all work completed in accordance with Schedule 2. Contractor's timely delivery of a detailed Work schedule prior to the commencement of construction, shall satisfy the ten (10) Day period set forth above in this paragraph, provided that if the Contractor proposes to make any changes to said Work schedule the Contractor shall notify the Consulting Engineer at least ten (10) Days in advance or proceed at the Contractor's risk. review the design and construction of the MRF with the Consulting Engineer; provided, however, that Contractor shall be obligated to make Confidential Information available only to the County, the Consulting Engineer and, if applicable, the Independent Engineer after execution by each such Person of a non-disclosure agreement with the Contractor containing terms consistent with Article XIX and limiting the use of such Confidential Information to the purpose for which it was disclosed to such Person. Any delivery of Confidential Information to the County, the Consulting Engineer, or the Independent Engineer shall be governed by the provisions of Article XIX. The County shall request the Consulting Engineer and, if appropriate, the Independent Engineer to enter into a non-disclosure agreement consistent with Article XIX. Notwithstanding the foregoing and any contractual provision contained in this Agreement to the contrary, the Contractor shall not be required to disclose to any such entities design information (not including the technical information set forth in Section 19.01 of this Agreement) or manufacturing processes utilized in the design or manufacture of equipment and/or materials to be installed and/or used in the MRF, unless such information is necessary for the purposes of determining whether the Contractor has complied with the requirements and criteria of Schedule 2, or for Cost Substantiation purposes, or in connection with obtaining and maintaining any permit necessary to the construction, start-up and Acceptance Testing of the MRF. - 33 - temporary electrical and other connections utilized during construction of the MRF from the boundary of the MRF Site to the MRF. Within the MRF Site, the Contractor shall design, construct and maintain all pipelines for sewer, electrical connections, potable water, natural gas, if applicable, and storm water runoff including any required retention. The cost of all such design and construction shall be included in the MRF Price. Except as otherwise provided herein the Contractor shall pay for the cost of all utilities utilized during construction, start-up and Acceptance Testing of the MRF, including, but not limited to, potable water, sewer, natural gas and electricity. Section 3.05 Permits and Environmental Requirements. The County, at its cost and expense, shall on a timely basis obtain all permits, licenses and approvals required for the design, construction, start-up, Acceptance Testing and operation of the MRF except the building permit. The Contractor shall obtain and pay for as a part of the MRS price the building permit with assistance from the County and shall assist the County in connection with the foregoing and shall furnish to the County all necessary infoLmation, data and assistance within its purview for the preparation of any applications or documents required for any such permits, licenses and approvals in a timely and expeditious manner. Section 3.06 Regulatory Requirements. The Contractor shall comply with all requirements of any applicable environmental laws and regulations or other applicable laws, - 35 - due to the change of the MRF Site, subject to Cost Substantiation and subject to -reduction of the MRF Price for any cost savings. Section 3.09 County to Provide Disposal. The county shall provide, at its cost and expense, for the disposal of Nonrecyclable Waste, Rejected Material, and Residual Material, and for the disposal or off-site storage of Nonmarketable Recovered Materials and Nonmarketed Recovered Materials, Nonmarketed Recovered Materials, during start-up and Acceptance Testing of the MRF and shall continue to provide at its cost and expense for such disposal or storage throughout the term of this Agreement. The County shall at its cost and expense be responsible for hauling such Residual Material, Rejected Material, Nonmarketed Recovered Materials and Nonrecyclablc Waste for disposal or storage. The County shall use all reasonai:le efforts to remove such materials consistent with the Contr ,ctor's reasonable operating procedures and shall remove and dispose of such waste consistent with all federal, State and local la ,.7s. The Contractor shall be responsible for on-site storage and loading for removal of such materials from the Site at its cost and expense. Section 3.10 As-Built Drawings. The Contractor shall provide the County with one set of the reproducible mylar as- built drawings of the MRF which accuraz:ely portray the dimensions and details of the MRF as actually constructed. Section 4.02 Conditions to County Obligations. (a) The Guarantor shall have entered into the Guarantee as attached in Schedule 8; (b) The Contractor shall have delivered to the County a Certificate of an authorized officer of the Contractor, dated as of the date of execution of this Agreement, to the effect that each of the representations of the Contractor set forth in Section 20.02 is true and correct as if made on such date and an opinion of counsel to the Contractor, in customary form and reasonably acceptable to the County, to the effect set forth in clauses (a), (b), (d) and (e) of Section 20.02. (c) All applicable permits, licenses, easements and authorizations necessary for the commencement of construction of the MRF which are required to be obtained on or before the Construction Date shall have been obtained by or on behalf of the County; provided, however, that any such permit, license, easement or authorization be consistent with the terms and conditions contained in this Agreement; (d) The County shall have deposited the proceeds of Bonds or other moneys legally available for such purpose with the Trustee to be applied to the payment of the costs of the MRF and the amount so deposited shall be sufficient, together with reasonably anticipated investment income available to the Trustee pursuant to the Indenture plus the County Contribution (if any), pledged to pay the MRF Price and associated costs of the MRF and • agreement or its participation or intended participation in any transaction contemplated thereby; provided, however, that any such action, suit, proceeding or investigation would, if . adversely determined, materially affect any of such agreements, this Agreement, or the performance by the Parties of their respective obligations thereunder or the transactions contemplated thereby; and, provided further, that this paragraph 4.02(g) shall, without limitation, apply to any action, suit, proceeding or official investigation which is criminal in nature or which challenges the validity, binding effect or enforceability of any agreements referred to in this Section 4.02; (h) No change shall have occurred after the Contract Date and on or before the Construction Date in any applicable federal, State or local law, or any applicable federal, State or local rule, regulation or ordinance thereunder, or in the interpretation thereof by any applicable regulatory authority, that would make the execution or delivery by the County or the Contractor of this Agreement or any of the agreements referred to in this Section 4.02 to which the County or the Contractor is a party, or that would make compliance by the County or the Contractor with the terms and conditions of such agreements or the consummation by the County or the Contractor of the transactions contemplated thereby, a violation of such law, rule, regulation or ordinance; counsel to the County, in customary form, to the effect set forth in clauses (a) through(e) of Section 17.01; (d) All applicable permits, licenses, easements and . authorizations necessary for the commencement of construction of the MRF which are required to be obtained on or before the Construction Date shall have been obtained by or on behalf of the County; provided, however, that any such permit, license, easement or authorization shall be consistent with the terms and conditions contained in this Agreement; (e) All easements, grants or similar rights to the MRF Site and to the location of utilities and roads from the MRF Site shall have been granted to, or obtained by, the County as may be necessary to the Contractor's performance of the Work; (f) No action, suit, proceeding or official investigation shall have been commenced by any Person or publicly announced or commenced by any federal, State or local governmental authority or agency in any federal, state or local court, that seeks to enjoin, assess civil or criminal penalties against, assess civil damages against or obtain any judgment, order or consent decree with respect to the County or the Contractor or with respect to any of the agreements referred to in this Section 4.03 as a result of the County's negotiation, execution, delivery or performance of any such agreement or its participation or intended participation in any transaction contemplated thereby; provided, however, that any such action, suit, proceeding or investigation would, if adversely determined, - 43 - (i) The County shall have entered into appropriate interlocal agreements with local municipalities requiring the delivery of Recyclable Waste within this jurisdiction and control at the County's direction, with estimated Tons of Solid Waste equal to or greater than 225,000 Tons per year calculated pursuant to Schedule 19; (j) The County shall receive an independent broker's letter certifying that the County has obtained, or the County shall submit sufficient information for the Company to determine that all policies of insurance required to be obtained by the County for construction of the MRF, if any, as specified in Article X and Schedule 10 and as required by the Indenture have been obtained; • (k) All of the documents, agreements, right5, approvals or authorizations listed in Section 4.03(a) through (') of this Agreement shall be in full force and effect on the Construction Date. Section 4.04 Satisfaction of Conditions Precedent. (a) The Parties shall exercise good faith and due diligence in satisfying the Conditions Precedent set forth in this Article IV and each Party shall give prompt notice to the other Party when the foregoing Conditions Precedent to its obligation have been respectively satisfied or waived in writing by the Party whose obligation is conditioned thereon. If the Conditions Precedent with respect to the MRF are not satisfied, or are not waived by a Party whose obligation is conditioned - 45 - any further date agreed to by the Parties pursuant to Section (5.02(b). Section 4.05 Issuance of Bonds. ,(a) The County will use reasonable efforts to issue Bonds which, together with the County Contribution (if any), will be sufficient to pay, pursuant to the terms of the Indenture, the cost of the MRF. (b) The Bonds will be secured by the pledge of System Revenues including payments under this Agreement. The Contractor agrees to cooperate with the County in the preparation of the official statement with respect to the Bonds and to provide the County with such information as the County may reasonably require with respect to the Contractor's licenses, patents and/or technology or with respect to the MRF, and the Guarantor's financial statements for use in such official statement issued in connection with the sale, remarketing or reoffering of any Bonds, and shall indemnify the County for any liability arising out of the information provided to the County pursuant to this Section 4.05(b), to the extent such information has been reviewed and approved by Contractor. ARTICLE V MRF PRICE; CONSTRUCTION INVOICES; PAYMENTS; TAX CERTIFICATION Section 5.01 MRF Price Payments. The County agrees to pay the Contractor the MRF Price for the Work pursuant to the - 47 - by an extension pursuant to Section 5.02(b) hereof, then this Agreement may be terminated as of 12:00 a.m. on said date by either Party by written notice to the other, and the provisions of Section 17,07 shall be applicable. Section 5.04 Method of Payment. (a) Based upon applications for payment submitted by the Contractor to the County by the tenth (10th) Day preceding the first (1st) Day of each month, (or at such other times as the Parties may agree in writing), the County shall, subject to the conditions set forth herein, and subject to the provisions of Section 5.08, (i) make construction progress payments to the Contractor on account of the MRF Price in accordance with, and as limited by, the Drawdown Schedule, and (ii) pay the Contractor the Pass Through Costs, if any, incurred by the Contractor. (b) The Drawdown Schedule set forth in Schedule 6 shall be used as a basis for the Contractor's applications for payment and the County's review thereof. The completion of the Work, and the occurrences of other events described in said Schedule 6 as the milestone events shall, subject to the provisions of this Section 5.04(b) and Section 5.08, entitle the Contractor to progress payments in the aggregate amount due for each completed milestone event to the date of the payment request, which sums include an allowance for the Contractor's overhead and profit proportionate to the milestone event. In conjunction with the Contractor's application for each progress payment pursuant to this Section 5.04, the - 49 - the Contractor, in the amount requested in the application for payment or notify the Contractor in writing of its reasons for withholding its approval of all or any portion of such application. In the latter case, the Contractor shall make the necessary corrections and resubmit its application for payment subject to the same procedures applicable to its original application for payment. If the County does not respond within either such ten (10) day period, such application will be deemed approved by the County. The County may decline to approve the Contractor's application for payment and will withhold its approval in whole or in part, to the extent reasonably necessary to protect the County, if in its written opinion, and the opinion of the Consulting Engineer in the exercise of its reasonable engineering judgment, the Work has not progressed to the point indicated in the application for payment, or the quality of the Work is not in accordance with the specifications set forth in Schedule 2, or if the Contractor is, for specified reasons, not entitled hereunder to all or any portion of the payment sought. The County shall approve that portion of the application which is not in dispute. If the Contractor and the County cannot agree on a revised amount, the County will promptly issue its approval for payment of any further amount it believes, and the Consulting Engineer, in the exercise of its reasonable judgment, believes, is properly payable to the Contractor. The County may also decline to certify payment or, because of subsequently discovered evidence - 51 - requisitions for payment have been submitted by the Contractor and have not been paid for more than thirty (30) Days, the Parties shall resolve any dispute giving rise to withholding of such amount pursuant to Article IX. In the event such procedure does not result in a decision on or before thirty (30) Days after commencement thereof, the County shall forthwith pay the . Contractor the full disputed amount. If resolution of such dispute pursuant to Article IX is in favor of either Party, in whole or in part, then the losing Party shall forthwith pay the other Party any outstanding amount in accordance with such decision, including interest, in the case of the County, from 30 Days after the date of the application for payment, and in the case of the Contractor from the date of payment by the County of the amount to be refunded, in each case, as provided pursuant to Section 21.20. Section 5.05 Payment for Pass Through Costs and Capital Projects. Pass Through Costs shall be paid by the County in the calendar month following the month in which they were paid by the Contractor as part of the Contractor's monthly application for payment. Payment by the County for any Capital Project undertaken pursuant to the provisions of Article VI shall be in accordance with the provisions agreed to by the Parties pursuant to said Article VI. The Contractor's monthly invoices for Pass Through Costs shall be paid as specified in Section 5.04. Any disputed amounts shall be resolved in accordance with Article IX, and upon such resolution, will be paid to the extent awarded, - 53 - amounts shall be maintained in an interest bearing account in a regulated financial institution in the State. (b) Within fifteen (15) days after the County and the Consulting Engineer have been advised in writing that the MRF has been completed in accordance with Schedule 2 and any applicable terms of this Agreement, so long as the Acceptance Testing has been completed in accordance with Article VII and the County has approved final payment in County and the to review the Work of the accordance with Section 5.07, the Engineer shall meet with the Contractor Contractor, and to estimate, in the Consulting County's and the Consulting Engineer's reasonable judgment, the cost of completing or correcting, if necessary, any such Work. Within ten (10) Days following such review and estimation, the County shall , if cOmpletion or correction of any such Work is in the reasonable judgment of the County and Consulting Engineer deemed necessary, deliver to the Contractor a written statement specifying the following: (i) The amount of the retainage then held by the County that the County will continue to retain until the completion or correction of any of the Work, which shall be the greater of either one-half (1/2) of 1% of the MRF Price, or three hundred percent (300%) of the amount that the County and the Consulting Engineer reasonably believe to be the cost of completing or correcting any such Work. The notice shall set forth in reasonable detail the basis for determining the amount of retainage to be withheld by the County. - 57 - from any such County Fault and shall be treated as a County Work Change pursuant to Section 6.03. Section 6.02 Delays Due to Uncontrollable Circumstance. In the event of the occurrence of an Uncontrollable Circumstance which results in any delay in or additional cost related to the design, construction, or Acceptance Testing of the MRF, the Scheduled Acceptance Date or the Extension Period, if applicable, shall be equitably adjusted to reflect the effects of such delay, and, the MRF Price shall be adjusted pursuant to Section 6.04(b) or pursuant to Section 6.04(e) to reflect any Direct Costs incurred by the Contractor, to the extent of Cost Substantiation, including profit except to the extent provided in Section 6.04, which result from such Uncontrollable Circumstance. Such event shall be treated as an Uncontrollable Circumstance Work Change pursuant to Section 6.04. Section 6.03 County Work Change Requests. (a) Any Work Change resulting in a Capital Project requested by the County shall be submitted in writing by the County to the Contractor. Prior to the Contractor undertaking any activity in connection with any such requested Work Change, the County and the Contractor shall promptly agree on the cost of such Capital Project, the amount of any increase or decrease in the Pass Through Costs and the amount of any increase or decrease in the Service Fee, if any, as well as the effect, if any, on the Scheduled Acceptance Date, the Processing Guarantee, the specifications and performance guarantees set forth in Schedules - 59 - requirements of Schedules 4 and 7, and any other appropriate modification to any obligation of either Party under this Agreement; and (iii) unless the Parties otherwise agree to a modification of the Drawdown Schedule, a not-to-exceed drawdown and milestone schedule pursuant to which the Contractor would be paid for the cost of such Capital Project. The County shall notify the Contractor in writing within thirty (30) Days of the receipt of the proposal if the County wishes to proceed with such Capital Project. If the County provides such notice, the items and Schedules referred to above shall be adjusted in accordance with the Contractor's proposal, and the Contractor shall undertake and complete such Capital Project. (c) If the County and the Contractor cannot agree as to the cost of such Capital Project, the County shall have the right to require the Contractor to perform such Capital Project for an amount equal to the Contractor's Direct Costs, to the extent of Cost Substantiation, including profit. (d) If the County and the Contractor cannot agree to the resulting impact of the Capital Project, if any, on the Service Fee, the Pass Through Costs, the Scheduled Acceptance Date, the requirements of Schedules 2, 4 and 7, the Processing Guarantee, or any other appropriate modification to any obligation of either Party under this Service Agreement, such dispute shall be resolved in accordance with Article IX. Increases or decreases in the Service Fee, if applicable, shall be limited to an amount equal to the increase or decrease in the - 61 - necessary revisions to the plans, drawings and specifications set forth in Schedule 2; (iii) the purpose of any Work Change or Capital Project; (iv) the total expected effect of the Uncontrollable Circumstance event on the MRF including any increase or decrease in the Service Fee, the Pass Through Costs, the Scheduled Acceptance Date, the Processing Guarantee and the requirements of Schedules 4 and 7; and (v) unless the Parties otherwise agree to a modification of the Drawdown Schedule set forth in Schedule 6, a new not-to-exceed drawdown and milestone schedule pursuant to which the Contractor would be paid for the cost of such Capital Project. (b) If the County and the Contractor cannot agree as to the cost of such Work Change or Capital Project, the County shall have the right to require the Contractor to perform suTh Capital Project and shall Pay the Contractor's Direct Costs in:urred, subject to Cost Substantiation, including profit. (c) If the County and the Contractor cannot agree as to the resulting impact of the Work change or Capital Project on the Service Fee, the Pass Through Costs, the Scheduled Acceptance Date, the requirements of Schedules 2, 4 and 7, or the Processing Guarantee, such dispute shall be resolved in accordance with Article IX. Increases or decreases in the Service Fee, if applicable, shall be limited to an amount equal to the Contractor's Direct Costs incurred, to the extent of Cost Substantiation, excluding profit. Project exceeds fifty thousand dollars ($50,000) for any one event, then the Contractor shall be authorized to proceed with such Work Change or Capital Project only upon prior written notice to the County provided in accordance with Section 6.04(a) and upon the prior written consent of the County to undertake such Work Change or Capital Project. In either event the County shall have the right to dispute the reasonableness of the Contractor's action and the reasonableness of the costs incurred by the Contractor pursuant to this Section 6.04(d) (except for those actions and costs, if any, which either Party has specifically consented to in writing). Any disputes relating thereto shall be resolved in accordance with Article IX. Section 6.05 Cost S for Preparation of Work Chanaes. The County and the Contractor shall, in good faith and as expeditiously as possible, but not to exceed sixty (60) Days following the County's receipt of the Contractor's notice of the cost of preparing a firm price proposal for any Work Change or Capital Project provided pursuant to Sections 6.03 and 6.04, agree to the cost to be paid to the Contractor by the County for preparing such firm proposal. If the County and the Contractor cannot agree to the cost to he paid to the Contractor for preparation of such firm proposal within said sixty (60) Day period, then the County may require the Contractor to prepare such proposal, and the County shall pay the Contractor as set forth in Section 5.05 for its Direct Costs incurred, to the County's prior approval and shall bring the MRF into full compliance with the specifications set forth in Schedule 2. Unless otherwise set forth herein or mutually agreed to, in no event shall any Contractor Work Change or Capital Project pursuant to this Section 6.06 increase the MRF Price, the Service Fee or the Pass Through Costs. (b) The foregoing to the contrary notwithstanding, the Contractor is not authorized by this Section 6.06 to modify the appearance of the MRF, including, but not limited to, the provisions of Schedule 2 pertaining to MRF exterior colors, exterior building materials, site layout and landscaping. Any such changes may be initiated by the Contractor only upon the prior written approval of the County. ARTICLE VII START-UP AND ACCEPTANCE TESTING Section 7.01 Start-Up Operations Prior to Acceptance; Delivery of Recyclable Waste; Contractor's Payment. (a) On and after the Start-up Date and throughout start-up operations, Acceptance Testing pursuant to Section 7.02, and, if applicable, prior to and including the last Day of the Extension Period, the County shall use reasonable efforts to deliver or cause to be delivered to the MRF Recyclable Waste in such amounts and at such times as the Contractor requests pursuant to Section 7.02. The Contractor shall use reasonable interruption of Acceptance Testing, or prevents the completion of Acceptance Testing, then such Acceptance Test, or any portion thereof, shall be repeated, and the Scheduled Acceptance Date shall be extended by the number of Days required to repeat such test(s), unless the County waives such right to repeat such Acceptance Testing. In such event, the County shall pay the Contractor for its Direct Costs incurred as a result of such repeated Acceptance Testing and delay, to the extent of Cost Substantiation, including profit. Any disputes between the Parties with respect to the number of Days of such delay shall be resolved pursuant to Article IX. Section 7.02 Acceptance Test Procedures; Acceptance. (a) Testing. The Contractor shall be responsible for start-up operations of the MRF and for the performance and execution of Acceptance Testing and shall furnish all labor, supervision, materials, services, equipment and instrumentation necessary to perform and execute such Acceptance Tests except for the furnishing of Recyclable Materials. The Contractor shall not be authorized to commence Acceptance Testing until the MRF is Substantially Complete. Any dispute as to whether or not the MRF is Substantially Complete shall be resolved pursuant to the provisions of Article IX. If any such dispute is resolved in favor of the Contractor pursuant to Article IX, the Scheduled Acceptance Date shall be extended to the extent, if any, that the Contractor is delayed by the existence of such dispute, in performing its obligations hereunder and (b) the County shall pay - 69 - (c) Notice of Start-Up Date and Acceptance Test. The Contractor shall give the County (i) ninety (90) Days prior written notice of the approximate Start-up Date in preparation for Processing of Recyclable Waste, which notice shall include projected delivery schedules and approximate Recyclable Waste quantities necessary for start-up operations, and (ii) at least thirty (30) Days prior written notice of the schedule for Acceptance Testing, the date and time of the Acceptance Tests, and the total Recyclable Waste quantities and the Recyclable Waste delivery schedule necessary for the performance of such Acceptance Testing. The Contractor may at its cost and expense test the Facility at any time for its own information and purposes. Such test shall not be treated as an Acceptance Test for purposes of this Agreement. Failure to meet an Acceptance Test shall not incur a liability or adverse consequence on the Contractor other than the consequences of failure to "achieve Acceptance ^by the Scheduled Acceptance Date or the end of the Extension Period, deration or any payments required due to an incorrect certification of Acceptance. "All Acceptance Tests "shall be subject to the requirements of the original Acceptance Test and shall be at the Contractor's cost and expense. (d) Inspection. The County and the Consulting Engineer shall have the right, at the County's expense, to verify the preparation for, and the conduct of, Acceptance Testing pursuant to the test plan and the provisions of Schedule 4 for the purpose of verifying compliance with the approved Acceptance Test plan - 71 - results. During such thirty (30) Day period the County and Consulting Engineer shall work to correct any discrepancies in the Contractor's certification to the extent feasible, which shall not be treated as a new certification. If the County rejects the Contractor's certification of the results of such Acceptance Testing, the County shall describe in reasonable detail the basis of the County's rejection and shall attach a certificate of the County setting forth the basis for such rejection. If the Contractor does not concur in any such rejection or the County does not respond in thirty (30) Days, the matter shall be considered a dispute and shall be resolved in accordance with Article IX. (ii) Upon the Contractor's certification that the MRF operates at the Full Acceptance Standard or at a standar equal to or greater than the Minimum Acceptance Standard and -ipon the County's approval of such certification or upon resolution of any dispute pursuant to Article IX with respect to such certification, the MRF shall be deemed to have achieved Acceptance and the Acceptance Date shall be established as of the date of the Contractor's final certification hereunder. If the County accepts the MRF at less than the Full Acceptance Standard pursuant to Section 7.03, the County and the Contractor shall promptly prepare a written amendment to this Agreement, and shall attach two executed copies of the same, appropriately modified Schedules 2 and 7 of this Agreement resulting from such Acceptance, as well as an appropriate modification to the Daily - 73 - include interest calculated from the date of any such Service Fee payment to the Contractor resulting from such incorrect certification until the date of the reimbursement of the Service Fee, computed in accordance with Section 21.20. (iii) If-the Contractor correctly certifies that the MRF met the Minimum Acceptance Standard but not the Full Acceptance Standard or the County accepts The MRF certified by the Contractor at less than the MiniMum Acceptance Standard, pursuant to which certification the Contractor is obligated to pay the County the Derated Facility Payment pursuant to Section 7.03(b)(ii), then, notwithstanding the provisions of Section 7.02 .(g), the Contractor shall not be paid the Service Fee until the payment of the Derated Facility Payment has been made, at which time the Acceptance Date shall be established as of the date of the Contractor's certification. Upon such payment, the Contractor shall be entitled to the payment of an amount equal to the total Service Fee which would have been paid by the County from the date of the Contractor's certification, taking into account the adjustment to the Service Fee calculated on the basis set forth in Section 7.03(b)(ii). Such amount shall include interest from the date each Service Fee payment was due following such certification, calculated pursuant to Section 21.20. Section 7.03 Minimum Acceptance Standard for the Facility. Minimum Acceptance Standard. If, at any time after the Construction Date on or before the Scheduled Acceptance Date, (a) - 75 - principal amount of the Bonds then outstanding, plus (B) the principal amount of the Additional Bonds issued from time to time for Work Changes, if any, pursuant to this Agreement, plus (c) the County Contribution, less (D) the amount of such Bonds which would have been redeemed from excess Bond proceeds pursuant to the Indenture but for the Derated Facility Payment; times (Y) the percentage of shortfall in the Full Acceptance Standard for the Daily Guaranteed Capacity, calculated pursuant to the most recent Acceptance Test. The percentage of shortfall for purpose of clause (y) in the case of the naper Processing train shall be the shortfall Tonnage divided by 160 Tons and in the case of the commingled Processing train shall be the shortfall Tonnage divided by 100 Tons. The percentages calculated in the above sentence shall be added to provided the percentage shortfall for purposes of clause (y) in cases where there is a shortfall in both trains. Additionally, the Service Fee shall be appropriately adjusted. Upon the payment of the Derated Facility Payment by the Contractor, the MRF shall be Accepted pursuant to Section 7.02(g)(iii). The County and the Contractor shall promptly prepare a written amendment to this Agreement, and shall provide at least one executed copy of said amended Agreement to each of the County, the Contractor and the Trustee, setting forth the amended Schedules 2 and 4, reflecting such deration in the Full Acceptance Standard, performance testing procedures, the Service Fee, the Daily Guaranteed Capacity, the Processing Guarantee and the Recovered Materials Guarantee, as of the date - 77 - operates at the Acceptance Standard, the County shall Accept the MRF and the Acceptance Date shall be established as of 12:01 a.m. of the Day following the date of the said certification by the Contractor, shall become operative. If the Acceptance Date does not occur on or before the last Day of the Extension Period, this Agreement may be terminated in the sole discretion of the County for a Contractor Event of Default pursuant to Section 16.02 and if terminated the Contractor shall be liable for the damages specified in Section 17.02 hereof. ARTICLE VIII OPERATION AND MAINTENANCE OF THE MRF BY CONTRACTOR; MARKETING OF RECOVERED MATERIALS Section 8.01 Overall Responsibilities. (a) The Contractor shall, at its sole cost and expense, provide management, supervision, personnel,-materials, equipment, services and supplies necessary to operate, maintain and repair the MRF, and use all reasonable efforts to market Recovered Materials, throughout the term of this Agreement in a manner consistent with good engineering, operational and maintenance practices and procedures in order to receive Recyclable Waste during the Receiving Time, and to Process such Recyclable Waste and recover and market ^industry acceptable materials therefrom all in accordance with the terms of this Agreement. (f) The Contractor shall use all reasonable efforts to market and sell all Recovered Materials produced by the MRF in accordance with the Marketing Plan set forth in Schedule 16 this Agreement, and to cbtain the best consistent price for Recovered Materials Revenues derived from the sale thereof. The disposal of materials at a resource recovery facility or landfill shall not be treated as marketing of such materials and any such disposal by the Contractor shall be deemed to be Bypassed Waste in the amount of Tons so disposed of. (g) If the Contractor provides notice to the County that Recovered Materials are Nonnarketable Recovered Materials or Nonnarketed Recovered Materials, the County shall remove such Recovered Materials and-store,. market or dispose of such materials. Section 8.02 Safety of Persons and Property. The Contractor agrees that it will: (a) take all reasonable precautions to prevent damage, injury or loss, by reason of or related to the operation and maintenance of the MRF, to any property on the MRF Site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, equipment, structures and utilities; (b) establish and maintain safety procedures for the MRF for the protection of employees of the Contractor and all other Persons, invitees and permittees at the MRF in connection with the operation and maintenance thereof at a level consistent with applicable law and with good industry standards and practices for materials recovery facilities; (c) comply with - 81 - timely and efficient manner. All of the Contractor's personnel shall be appropriately trained in accordance with all applicable rules, regulations and law so that the MRF will be operated and maintained in accordance with and consistent with applicable law and said good industry standards and practices for materials recovery facilities. The plant manager and one other supervisor shall have not less than two years of experience in a management, assistant management, or responsible supervisory position in a materials recovery facility or related _operational/management experience and the Contractor shall provide a training program consistent with good operating practices within the industry. Section 8.05 Equipment. The Contractor shall, at the Contractor's cost and expense: (a) keep all equipment at the MRF in good repair and operating condition and maintain an adequate equipment and spare parts inventory, and maintain such equipment and spare parts inventory, in order to repair and replace the same, if necessary, in a timely fashion and so as not to disrupt the operation of the MRF; (b) operate the MRF and equipment and perfoLia all tests or testing as may be required by all permits, applicable Federal, state and local laws, rules and regulations, including those pertaining to the environment and the Occupational Safety and Health Act of 1970, as amended; (c) notify the County promptly if any major equipment should fail or be seriously damaged, and repair or replace such equipment, or procure a substitute unit of comparable quality; (d) comply with - 83 - hours other than the Receiving Time, if (i) requested by the County to accommodate unusual quantities of Recyclable Waste resulting from an emergency or from programs of the County or any local governmental entity designed to promote clean-up of an area serviced by the MRF; (ii) the MRF is able, in the reasonable judgment of the Contractor, to receive such additional quantities of Recyclable Waste without adversely affecting the Contractor's operation or maintenance of the MRF or its performance guarantees set forth in Article XIII and Schedule 7; and (iii) the County provides the Contractor with reasonably adequate advance written notice of such delivery of Recyclable Waste to enable the Contractor to respond to any such request. (d) If the Contractor receives Recyclable Waste at the MRF in accordance with Section 8.06(c), the County shall pay the Contractor, to the extent of Cost Substantiation, including profit, for any additional costs or expenses incurred by the Contractor which result from such increase in the Receiving Time. Section 8.07 Inspection of the MRF; Recordkeeping and Reporting. (a)(i) The County may, at its cost and expense and with the full cooperation of the Contractor, inspect the MRF to determine whether the Contractor is in compliance with all of its obligations under this Agreement. If such inspection shall reveal that the Contractor is not in compliance with such - 85 - (iii) Inspections by Federal, State, County or local officials pertaining to permits or licenses necessary for the operation of the MRF may be conducted without prior notice to the Contractor, except as otherwise provided by applicable law. (b)(1) The Contractor shall establish and maintain an information system to provide storage and ready retrieval of all information necessary to verify calculations made pursuant to Article XIII. (ii) The Contractor shall prepare and maintain proper, accurate and complete books and records and account of all its transactions related to the County and Contractor's rights and obligations hereunder (but not confidential business information) in accordance with generally accepted standards in the industry. (iii) The Contractor shall, on or before the fifteenth (15) Day of each Billing Month, submit as part of its invoice for the previous Billing Month, the following operating data: (A) the combined weight of Recyclable Waste and Nonrecyclable Waste received at the MRF, A A(B) the weight of Residual Material disposed of, A(C) the weight of Nonmarketed Recovered Materials by type transferred to the County, A(D) the weight of Nonmarketable Recovered Materials by type transferred to the County, A(E) the weight of Recovered Materials sold by type, - 87 - specific performance pursuant to this Agreement, shall be resolved by the independent Engineer pursuant to Section 9.02. Section 9.02 Disputes. In the case of matters described in Section 9.01 and other matters, if such other matter in dispute involves any matter(s) primarily requiring the exercise of engineering judgment and involves an amount of two hundred thousand dollars ($200,000) or less or the Parties mutually agree to bring the dispute to the Independent Engineer, the dispute shall be brought to the Independent Engineer who shall assume exclusive jurisdiction thereof. The Independent Engineer shall be required to make a final determination, not subject to appeal, within thirty (30) Days from the receipt of such dispute by the Independent Engineer. The County and the Contractor shall be bound by the terms of the Independent Engineer's final determination. The determination by the Independent Engineer shall be made in writing and shall contain written findings of fact on which his decision is based, and shall be specifically enforceable by a court of competent jurisdiction. The Independent Engineer shall determine a fair and equitable allocation of the reasonable expenses of both Parties incurred in connection with the resolution of any dispute hereunder, which expenses associated with each dispute shall be borne and paid by the Party losing such dispute. Each Party shall bear its own attorney's fees. Section 9.03 Selection of the Independent Engineer. The Independent Engineer shall be selected to serve in such - 89 - select a replacement Independent Engineer, except with regard to matters already before the Independent Engineer. The Independent Engineer may be replaced at any time on a showing of conflict of interest or malfeasance and shall immediately be disqualified from rendering a decision ^on any matter than before this Independent Engineer. If the County and the Contractor have not agreed upon the selection of a successor Independent Engineer within thirty (30) Days of the resignation or termination of the Independent Engineer, the successor Independent Engineer shall be selected by AAA as expeditiously as possible. Section 9.04 Covenant to Continue Work. During resolution of any dispute under this Article IX and subject to the provisions of Section 5.01, the Contractor and the County shall each continue to perform all oi their respective obligations under this Agreement witnout interruption or slow down. ARTICLE X INSU*. CE, SAFETY AND LOSS CONTROL Section 10.01 Insurance. [SUBJECT TO REVIEW BY COUNTY'S RISK MANAGER.] (a) The County shall use all reasonable efforts to detezmine the availability and cost of the insurance coverage, in the amount and form, and with such deductible limits, as are set forth in Schedule 10 and determined in accordance with the provisions of the Indenture. The County shall purchase such - 91 - insurance coverage above that amount being applied to the loss, as appropriate; and (ii) The Contractor shall be responsible for the payment of any losses in the amount of the first ten thousand dollars ($10,000) which result from the occurrence of an insured event caused by Contractor Fault, with insurance coverage above that amount being applied to the loss, as appropriate. (b) If, during the term of this Agreement, the County or, if applicable, the Contractor, purchases insurance coverage as required by Schedule 10, the premiums for which are Pass Through Costs as specified in Schedule 13 which insurance coverage provides for deductible or self-insured retention amounts which are less than or equal to ten thousand dollars ($10,000), then for any losses which result from the occurrence of an insured event, the amounts set forth in Section 10.02(a)(1) and (ii) shall be deemed to be equal to the deductible or self- insured retention amounts which are contained in said insurance coverage. (c) If, during the term of this Agreement, the County or, if applicable, the Contractor, purchases insurance coverage as required by Schedule 10, the premiums for which are Pass Through Costs as specified in Schedule 13 which insurance coverage provides for deductible or self-insured retention amounts which are greater than ten thousand dollars ($10,000), then, subject to Section 10.02(a), the County shall be responsible for the payment of any losses in excess of ten - 93 - (and, if bought by Contractor) employees and elected and appointed officials of the County and the Trustee as additional insureds and shall provide for not less than sixty (60) Days prior written notice by registered or certified mail of any cancellation, nonrenewal, or material change in coverage made by the insurance company. Section 10.04 Insurance Proceeds. The proceeds of any property insurance recoveries from the policies required to be maintained pursuant to this Article X and Schedule 10 shall be paid to the Trustee which shall apply such proceeds as directed by the Indenture. Section 10.05 No Limitation. Nothing contained in this Article X or in this Agreement shall be construed or deemed as limiting either party's obligations under this Agreement to pay damages or other costs and expenses as may be specifically provided for in other Articles of this Agreement. ARTICLE XI INDEMNIFICATION AND WAIVER Section 11.01 Indemnification. (a) The Parties acknowledge that this Agreement contemplates the Contractor acting on behalf of the County and as its agent in connection with the design, construction, start-up, and Acceptance Testing and operation of the MRF to be owned by the County. Accordingly, the Contractor agrees, to the extent permitted by law, that it shall protect, indemnify, and hold - 95 - Parties in any suit, including appeals, for personal injury to, or death of, any person or persons, or for loss or damage to property arising out of the acts or omissions of the County including its officers, Commissioners, employees and agents in the performance (or nonperformance) of the County's obligations under this Agreement or arising from operation of the MRF by or on behalf of the County after termination of this Agreement. The County is not, however, required to protect, indemnify or hold harmless any Contractor Indemnified Party for loss or claim resulting from performance (or nonperformance) of the Contractor's obligations under this Agreement or the negligence or willful misconduct of any Contractor Indemnified Party. The County's aforesaid indemnity is for the exclusive benefit of the Contractor Indemnified Parties, and in no event shall such indemnity inure to the benefit of any third Person. Section 11.02 Waiver. Subject to the provisions of Section 10.02, the Contractor and the County hereby waive any and every claim arising pursuant to the terms of this Agreement for recovery from the other for any and all loss or damage to each other resulting from the performance of this Agreement, which loss or damage is covered by collected insurance policy proceeds. If, however, the deductible or risk-retained amount of such insurance coverages is governed by the provisions of Section 10.02, then to the extent of such deductible or retention amount, neither Party shall be deemed to have waived its right to recover such loss or damage under the terms of this Agreement frcm the - 97 - other than the Receiving Time; (2) Recyclable Waste delivered in excess of four hundred (400) Tons per Day; (3) any load rejected pursuant to Section 12.03; (4) Recyclable Waste which the MRF is unable to accept or Process as a result of (A) an Uncontrollable Circumstance or (B) County Fault; (5) Hazardous Waste or Infectious Waste; and (6) Nonrecyclable Waste. (ii) Bypassed Recyclable Waste. All Recyclable Waste which is delivered tc the MRF Site which is not Processed by the Contractor and which is rejected unless such rejection is authorized pursuant to Section 12.01(b)(i), shall be Bypassed Recyclable Waste. Section 12.02 Processing Guarantee; Delivery of Recyclable Waste. (a) During each Billing Year, but subject to the Contractor's rejection rights specified in Section 12.01(b)(1), the Contractor shall receive and Process Recyclable Waste delivered to the MRF by or on behalf of County in an amount at least equal to the Processing Guarantee. (b) Only Recyclable Waste which the County authorizes or delivers, or causes to be delivered to the MRF, may be Processed by the Contractor. Section 12.03 Inadvertent Deliveries of Nonrecyclable Waste. (a) The County shall use reasonable efforts, in good faith, to cause only Recyclable Waste to be delivered to the any Solid Waste constitutes Nonrecyclable Waste or Contaminated Recyclable Waste, the Contractor may reject such load of Solid Waste as Nonrecyclable Waste and the Parties shall resolve such dispute pursuant to Article IX. If resolution of such dispute pursuant to Article IX determines that such Solid Waste was Recyclable Waste and non contaminated, then the quantity of such material rejected by the Contractor shall be Bypassed Recyclable Waste and shall be subject to the provisions of Schedule 14. If any Solid Waste is delivered to the MRF which, in the reasonable judgment of the Contractor (i) may present a substantial endangerment to public or employee health or safety, or (ii) will materially and adversely affect the operation of the MRF, then the Contractor may consider such Solid Waste to be Nonrecyclable Waste. If Solid Waste is delivered to the MRF and is .deemed Nonrecyclable Waste by the Contractor solely under the terms of the preceding sentence, the Contractor shall promptly so notify the County and the County shall immediately remove and dispose of such Solid Waste at its cost and expense. If the County disputes the Contractor's determination, the Contractor may reject such load and the Parties shall resolve such dispute pursuant to Article IX. (d) Nothing in this Agreement shall be construed to mean that receiving Recyclable Waste, or the inadvertent receipt of Nonrecyclable Waste, Hazardous Waste or Infectious Waste at the MRF Site, creates on the part of the County or the Contractor, any ownership interest in/ or confers on the County - 103 - Circumstances. On a daily basis the County shall provide Contractor with each delivery vehicles gross and tare weight. The Contractor shall have reasonable access to all scalehouse records for audit purposes throughout the term of this Service Agreement. (b) In the event that actual data for the preceding Billing Month is not available to the County, then any such data shall be estimated by the County and shall be the basis for the Contractor's invoice for the Billing Month. Any estimate of such data shall be adjusted in any succeeding Billing Month when such information becomes available to the County, and shall be included in the Service Fee as the Monthly Adjustment. (c) The County shall be responsible for the preparation, mailing and collection of all invoices or assessments for users of the MRF. (d) The County, at its expense, shall test and recalibrate the MRF weigh scales as often as may be required by State law. Either Party may request more frequent testing of the weigh scales at the requesting Party's cost and expense. If, at any time, testing of the weigh scales indicates that the scales do not meet the accuracy requirements of applicable State law, or if the scales are being tested, the Parties absent more accurate info/mation shall estimate the quantity of Recyclable Waste delivered on the basis of truck volumes and estimated data obtained from historical information pertinent to the County and shall assume, for purposes of such estimate, that the weigh scale - 105 - (b) Prevention of Acceptance. The Contractor shall use reasonable efforts to avoid the deposit or acceptance of Hazardous Waste or Infectious Waste at the MRF. (c) Removal, Transport and Disposal. If Hazardous Waste or Infectious Waste is delivered to the MRF, such Hazardous Waste or Infectious Waste .shall be contained; set aside, isolated and maintained separately by the contractor from all other Solid Waste in the MRF, and the County shall be immediately notified of the location, general character and amount of such material. The County shall promptly remove or cause to be removed, such Hazardous Waste or Infectious Waste from the MRF and the MRF Site and shall transport and dispose of, or shall provide for the 'transport and disposal of, such material in accordance with applicable local, State and Federal law, at a duly licensed and permitted Hazardous Waste or Infectious Waste, as the case may be, disposal facility. (d) The County shall have sole discretion to determine the method mode and place of the transport, treatment and disposal of all Hazardous Waste or Infectious Waste discovered on or about the MRF or the MRF Site. (e) Expenses. All Direct Costs incurred by the Contractor for Hazardous Waste or Infectious Waste containment, removal, and clean-up, shall be Pass Through Costs, subject to the exclusion of certain amounts specified in Schedule 9, to the extent of Cost Substantiation, excluding profit. recyclables (conformance to guarantee material specifications). Such performance testing will be conducted using the Acceptance and Performance Test protocol established in Schedule 4. ARTICLE'XIV SERVICE FEE PAYMENTS Section 14.01 Service Fee. (a) Commencing with the first Billing Month and for each Billing Month thereafter, the Contractor shall be paid a Service Fee by the County for operating and maintaining the MRF (excluding operation of the MRF weigh scales), pursuant to the terms of this Agreement, in accordance with the following formula: SF = [MF or OF] + PF + PT + c:r - NR - EC + or Where: SF = Service Fee MF = Maintenance Fee PT = Pass Through Costs NR = Revenues BC = Bypass Charge MA = Monthly Adjustment OF = Operating Fee PF = Product Fee (b) For each Billing Month, the Contractor shall be paid the Service Fee. County has not been open for processing Recyclable Waste more than one year on a cumulative not consecutive basis during any consecutive five year period, this Agreement shall be deemed terminated as a result of a County Event of Default and shall have the consequences set forth in Section 17.03(b). (b) If, pursuant to the terms and provisions of this Agreement, the Operating Fees are required to be adjusted upward or downward, then such increase or decrease shall be calculated from the time of the occurrence of the event causing such adjustment. The initial Operating Fees and adjusted Operating Fees from the time of the occurrence, if any, shall be adjusted by the Adjustment Factor on an annual basis. (c) PF shall be the "Direct Cost, subject to Cost Substantiation, without profit, of producing Grade 8 instead of Grade 6 paper, beneficiating glass, ^and/or color sorting plastics during the period the County provides written notice for the Contractor to produce one or more of such products. The Recovered Materials revenue adjustments in Section 14,04 shall apply on the basis of such products. Section 14.03 Pass Through Costs. Pass Through Costs for any Billing Month shall be the sum of the costs and expenses for the items set forth in Schedule 13 which were incurred by the Contractor during such Billing Month, to the extent of Cost Substantiation, excluding profit. the County instructs the Contractor not to so market such materials. The County must respond within one Day to a notice by the Contractor of a potential marketing at a loss or the Contractor shall market such materials at a loss. (c) Index Adjustment. Recovered Materials sold for amounts less than the indices (the most recently published indices) contained in Schedule 16 (positive or negative) shall result in an adjustment to the County's share of Positive Revenues equal to fifty percent (50%) of the difference between the index price and the sales price, unless the County instructs the Contractor to sell for the reduced price. (d) Net Revenue Credit. The County's Net Revenue Credit for each Billing Month shall be its share, of Positive Revenues as adjusted by (c) above minus its share of Negative Revenues. 'The Net Revenue Credit shall be a negative number if Negative Revenues exceed 'adjusted Positive Revenues. (e) Annual Adjustment. The Annual Adjustment shall be computed 90 Days after the close of each Blinn. Year in accordance with the following formula. ACNR = .5APR + AIA - ANR . Where: ACNR = Annual County Net Revenue APR = Annual Positive Revenues AIA = Annual Index Adjustment ANR - Annual Negative Revenues equal to Negative Revenues for the Billing Year minus 25 percent of actual Positive Revenues for the Billing_ Year. Section 14.05 Bypass Charge. (a) The Bypass Charge component of the Service Fee during any Billing Month for Bypassed Recyclable Waste shall be an amount equal to the number of Tons of Bypassed Recyclable Waste calculated pursuant to Section 12.01(b) (ii) and Section 14.05(b) and (c), times the Bypass Charge. (b) Recovered Materials Adjustment. If a performance test conducted in accordance with Schedule 4 demonstrates that the MRF does not meet the Recovered Materials Guarantee, then for each Billing Month or portion thereof during the Billing Year following such performance test until the Day when a performance test demonstrates that the MRF meets the Recovered Materials Guarantee, all Tons of Residual Material resulting from Processing Recyclable Waste in said period which are in excess of an amount calculated as hereinafter provided, shall be Bypassed Recyclable Waste. The amount of such Tons shall be calculated by multiplying (A) the number of Tons of Recyclable Waste Processed at the MRF during each such period by (B) the weight of additional Residual Material per Ton of Recyclable Waste Processed resulting from failure of the MRF to meet the Recovered Materials Guarantee, as demonstrated by the most recent performance test, as calculated pursuant to the test plan for the Recovered Materials Guarantee developed in accordance with Schedule 4. The 'Process Residue Stream shall contain no - 115 - (ii) the MRF Site weigh scale data required to be maintained by the County and provided to the Contractor pursuant to Section 12.04; and (iii) information with respect to each sale of Recovered Materials which shall include (a) the date of such sale, (b) the nature and quantity of Recovered Materials sold; (c) the name of the purchaser with respect to such sale; (d) the gross and net revenues received with respect to such sale including information as to how the net revenues were determined; and (e) any other information with respect to such sale which the County reasonably requests. (b) The County shall pay the Contractor the Service Fee within thirty (30) Days after the date of receipt by the County of said invoice for any Billing Month. (c) One hundred twenty (120) Days before the staet of each Billing Year, the Contractor shall provide the County with a written statement, which statement shall not be binding on the Contractor, setting forth its reasonable estimate of the aggregate Service Fee for the next Billing Year, and the calculations upon which said statement was based. Section 14.08 Uncontrollable Circumstance and Performance. (a) If either Party fails to perform any of its obligations under this Agreement, and if such failure to perform was caused by an Uncontrollable Circumstance, then the Parties shall cooperate to remove, reduce or eliminate the adverse - 117 - Processing capacity of the MRF; including, but not limited to, reduced hours in which Recyclable Waste is delivered to the MRF, reduction of staffing, and reduction of Pass Through Costs. The total amount of such reductions in costs of operation shall be deducted from the Service Fee, to the extent of Cost Substantiation, ^to the extent that payments of the Service Fee are not covered b y insurance proceeds. Any dispute as to the extent of available operating cost reductions, or the amount of any reductions in cost resulting from the Contractor's efforts, shall be resolved in accordance with Article IX. (d) If due to one or more Uncontrollable Circumstances, the cost to the Contractor of operating and maintaining the MRF shall increase, the Service Fee shall be increased by an amount equal to such increase in cost of operating and maintaining the MRF subject to the provisions of Article XV and subject to Cost Substantiation, without profit, for the period of time that the effect of the Uncontrollable Circumstance causes such increase. (e) If due to an Uncontrollable Circumstance, the Contractor is unable to perform its obligations under a Qualified Contract, the County shall (i) pay or reimburse the Contractor for any penalties incurred by the Contractor under the terms of such Qualified Contract because of such failure to perform; and (ii) pay all commissions or charges incurred by third parties, and all Direct Costs Of the Contractor in of any Uncontrollable Circumstance adversely affecting the operation of the MRF, or a Party's actual knowledge of the occurrence, whichever is later, such Party shall notify the other Party of such fact, followed as promptly as possible thereafter, by written confirmation of such notice. (b) Not more than ninety (90) Days following the date of such initial notice, the Contractor shall notify the County of (i) the initial information required by Section 6.04, as applicable, (ii) if the MRF has been damaged, whether or not, in the Contractor's opinion, the MRF can be repaired, modified or reconstructed or completed so that it can resume operation at either the Acceptance Standard, or any portion of the Acceptance Standard specified in said notice, (iii) the effect, if any, on either Party's obligations under this Agreement and (iv) available areas of mitigation or savings of the cost associated with such event- Each Party shall continue to keep the other Party advised with respect to the anticipated impact of such Uncontrollable Circumstance. (c) If Contractor's notice states that in the reasonable engineering judgment of the Contractor, the MRF cannot be repaired, reconstructed or modified so that the MRF can Process Recyclable Waste and meet the Acceptance Standard, the County may in writing, at its discretion, elect to either: (1) continue to operate the MRF pursuant to this Agreement, except that the performance guarantees set forth in Article XIII and Schedule 7 shall be modified to reflect the level of operation of - 123 - justified by an Uncontrollable Circumstance or County Fault except insofar as such failure or refusal relates to payment obligations of the Contractor in which case Section 16.02(d) shall govern, provided, however, that no such default shall constitute an Event of Default giving the County the right to terminate this Agreement under this paragraph unless and until: (i) the County shall have given prior written notice to the Contractor specifying that a particular default or defaults exist which will, unless corrected, constitute a material breach of this Agreement on the part of the Contractor, and (ii) the Contractor has not corrected such default or has not taken reasonable steps to commence to correct the same within thirty (30) days from the date of the notice given pursuant to clause (a)(i) of this Section 16.02 or thereafter does not diligently continue to take reasonable steps to correct such default. (b) The Contractor or the Guarantor (i) being or becoming insolvent or bankrupt or ceasing to pay its debts as they mature or making an arrangement with or for the benefit of their creditors or consenting to or acquiescing in the appointment of a receiver, trustee or liquidator for a substantial part of their property, or (ii) being or becoming a party to a bankruptcy, winding up, reorganization, insolvency, arrangement or similar proceeding instituted by or against the Contractor under the laws of any jurisdiction, which proceeding, - 127 - constitute an Event of Default, unless a dispute with respect to any such amount is being pursued under the provisions of Article IX hereof. (d) Failure on the part of the Guarantor to pay all or any amount required to be paid to the County or the Trustee under the Guarantee or to perform all of its obligations thereunder when such amount becomes due and payable or when such performance is required, taking into account any applicable grace or cure period available to the Contractor pursuant to the terms of this Agreement, unless the same is paid or performed within thirty (30) Days after written demand therefor by the County or the Trustee Accompanied by notice that unless the same is not so paid or performed, such failure to pay or perform shall constitute an Event of Default under the Guarantee, unless a dispute with respect to any such amount is being pursued under the provisions of Article IX hereof. (e) Failure of the Contractor to timely comply with the final determination and order with respect to any dispute required by this Agreement to be resolved pursuant to Article IX. (f) Failure by the Contractor, for a period of twelve (12) months, to operate the MRF at an average throughput capacity of at least 90 percent (90%) of the Processing Guarantee unless due to Uncontrollable Circumstance or County Fault; provided, however, that the County has made available sufficient quantities of Recyclable Waste; and, provided further, that no such default shall constitute an Event of Default givinc,, the County, in its - 129 - defaults exist, which will, unless corrected, constitute a material breach of this Agreement on the part of the County, and (ii) the County has not corrected such default or has not taken reasonable steps to commence to correct the same within thirty (30) days from the date of the notice given - pursuant to clause (a) (t) of thisSection 16.03 or thereafter does not continue to take reasonable steps to diligently correct such default. (b) Failure on the part of the County to pay all or any amount required to be paid to the Contractor under this Agreement when such amount becomes due and payable unless the same is paid within thirty (30) days after written demand therefor by the Contractor accompanied by notice that unless the same is not so paid, such failure to pay will constitute an Event of Default, unless a dispute with respect to such amount is being pursued under the provisions of Article IX hereof. (c) The County (i) being or becoming insolvent or bankrupt or ceasing to pay its debts as they mature or making an arrangement with, or for the benefit of, its creditors or consenting to, or acquiescing in, the appointment of a receiver, trustee or liquidator for a substantial part of its property, or (ii) being or becoming a party to a bankruptcy, winding up, reorganization, insolvency, arrangement or similar proceeding institutee, by or against the County under the laws of any jurisdiction, which proceeding has not been dismissed within sixty (60) Days, or (iii) taking any action approving of, - 131 - this Agreement accruing or accrued prior to the effective date of such termination; provided, however, that the injured Party is obligated, to the extent not detrimental to its interests and within any applicable provision of law, to mitigate the damages, costs and expenses incurred by reason of such Event of Default and to credit the savings therefrom to any damages, costs and expenses otherwise payable by the defaulting Party. Section 17.02 Termination by County for Contractor Event of Default. (a) Before Acceptance Date (i) If the County terminates this Agreement for an Event of Default on the part of the Contractor before the Acceptance Date, then the Contractor shall be obligated to pay the County the sum of (A) 60 percent of the MRF Price less (B) 60 percent of the MRF Price times the percentage of completion of the MRF building certified by the Consulting Engineer (subject to arbitration pursuant to Article IX) plus (C)40 percent of the MRF Price plus (D) ^the amount of Bond proceeds in excess of the MRF Price allocated to the MRF Price on a pro rata basis to the price of other items financed by the Bonds and then allocated to the sum of (A), (B) and (C) on a pro rata basis minus (E) any unexpended Bond funds allocated to payment of the MRF Price plus any unexpended Bond funds contained in the amount calculated under (D) plus (F) all Direct Costs incurred by the County in connection with such termination excluding remedies such as covering disposal costs or alternate facility costs, but - 133 - Acceptance Standard and as modified due to an Uncontrollable Circumstance or County Fault or equivalent performance guarantees consistent with any changes or modifications to the MRF over time. In the event that performance tests demonstrate that the MRF does not meet or is not modified to meet the respective performance guarantees ^ within 160 Days after such termination the Contractor shall pay $1,000,000 as liquidated damages to the County within 30 Days. This Agreement shall remain in effect during such 180 Day period; provided, however, the Contractor may elect to pay the $1,000,000 and not utilize the 180 Day period to meet the performance tests. (ii) Pay the County liquidated damages equal to one million dollars ($1,000,000) reduced by one hundred thousand dollars ($100,000) on each anniversary of the Acceptance Da:7 ..e. thereafter. Section 17.03 Termination by Contractor for County Event of Default. (a) Before Acceptance Date. If the Contractor terminates this Agreement before the Acceptance Date for an Event of Default on the part of the County, then the County shall pay the Contractor the sum of (1) the payments, if any, due and payable under the Milestone Schedule set forth in Part B of the Drawdown Schedule but not the not-to-exceed payment schedule, as adjusted, for all work performed to the effective date of termination without percentage retainage pursuant to Section - 135 - to complete the MRF would exceed the MRF Price as of the Construction Date multiplied by 1.25, or (2) the Service Fee would exceed the initial Service Fee multiplied by 1.25, then the County shall have the option to terminate this Agreement. Any dispute as to whether or not the amounts set forth in (1) or (2) above would be exceeded shall be resolved pursuant to the provisions of Article IX. (b) After Acceptance Date. If after the Acceptance Date, as a result of Uncontrollable Circumstances, the County's 'Direct Cost, subject to Cost Substantiation, of disposal through the MRF would increase by 25 percent during any Calendar Year, the County may elect to terminate this Agreement by providing written notice to the Contractor of such termination. Any dispute as to whether or not the amount set forth above would be exceeded shall be resolved pursuant to the provisions of Article IX. Section 17.05 Rights Upon Termination for Uncontrollable Circumstance. (a) Within ninety (90) Days of the date of termination of this Agreement pursuant to Section 17.04, the County shall: (1) pay the Contractor the payments, if any, due and payable pursuant to the Milestone Schedule set forth in the Drawdown Schedule (but not the not-to-exceed payment schedule) set forth in Schedule 6 for all Work performed to the effective date of termination without retaining any percentage amount otherwise retainable pursuant to Section 5.09; - 137 - • for its Direct Costs, to the extent of Cost Substantiation, excluding profit, incurred by the Contractor in the performance of such initial training services. The Contractor shall also provide any reasonably required nontechnical and technical design, construction and operational information, whether or not proprietary, including technical specifications and, if applicable, as-built reproducible mylar plans of the MRF and assign or provide any other license, permit or consent which is necessary for such completion and operation of the MRF and the continued maintenance and repair of the MRF. Additionally, all warranties of material and equipment, including those related to and covering the material and equipment manufactured by the Contractor and/or an Affiliate, shall, to the extent assignable, be assigned by the Contractor to the County. (b) If this Agreement is terminated for an Uncontrollable Circumstance, the Contractor shall provide the County with the same information set forth in Section 17.06(a); provided, however, that the County shall pay the Contractor for its Direct Costs incurred for its design work to produce the plans and specifications specified therein and all other costs and expenses incurred by the Contractor in connection with the preparation maintenance and transfer of such information to the County in each case to the extent of Cost Substantiation, including in each case profit. Section 17.07 Termination For Late Construction Date. If this Agreement is terminated pursuant to Section 5.03, neither - 139 - ARTICLE XVIII WARRANTIES AND GUARANTEES OF EQUIPMENT AND MATERIAL Section 18.01 Warranty. The Contractor warrants, commencing on Acceptance and for one year thereafter, its workmanship against defects including but not limited to design and construction within acceptable standards in the industry, and warrants the equipment and materials furnished under this Agreement, so far as the same are of its own manufacture, against defects in material and workmanship under normal use as contemplated by this Agreement, provided, however, that this warranty shall not apply to those components of the MRF the failure or defect in which may result in a failure to meet performance guarantees provided in Schedule 7. Section 18.02 Survival. The Contractor shall use its reasonable efforts to obtain warranties and guarantees of material and equipment not manufactured by the Contractor which are assignable to the County and shall assign such warranties and guarantees to the County effective upon termination of this Agreement. The Contractor's warranty of its workmanship, and of the equipment and materials as herein specified, and its obligation to assign warranties and guarantees as herein specified, shall survive termination of this Agreement only to the extent warranties are in effect at the time of teLwination and only for the remaining period of the warranties. approvals with respect to the construction and operation of the MRF pursuant to federal, State or local regulatory requirements and (3) disclosures permitted pursuant to Section 19.02(b) of this Agreement. The County shall promptly notify the Contractor of any request for disclosure of Confidential Information and limit the purpose of such request for such disclosure of Confidential Information and the purpose of such request, and to the extent authorized by applicable provisions of State law pertaining to public records, shall disclose such Confidential Information only upon prior written authorization by the Contractor. Prior to the disclosures required by the immediately preceding sentence, the Contractor may participate with the County in discussions with such agency and may comment on the scope and content of such requested Confidential Information. (b) The rights and obligations of the Parties set forth herein with respect to Confidential Information are subject to applicable provisions of State law pertaining to public records. The County shall give the Contractor notice immediately upon receipt of any request for Confidential Information made pursuant to such provisions of State law. The County shall consult with the Contractor prior to any response to such request, and within the time provided by such provisions of State law prior to compliance with such request for disclosure, fully cooperate with the Contractor in negotiations with the Person requesting such information or in any legal - 143 - provided, however, that such opinion of the Contractor shall in no way modify the County's obligation to disclose such information in accordance with the provisions of such law and the provisions of Section 19.02. Section 1904. Survival. This Article XIX shall survive termination of this Agreement. ARTICLE XX REPRESENTATIONS Section 20.01 Representations of County. The County represents to the Contractor that: (a) The County is duly organized and existing in good standing under the laws of the State and is duly qualified and authorized to carry on the governmental functions and operations as contemplated by this Agreement. (b) The County has the power, authority and legal right to enter into and perform this Agreement 'sand the execution, delivery and performance hereof by the County (1) have been duly authorized by the County, acting by and through its Board of County Commissioners, (2) do not require any other approvals by any other governmental officer or body, other than those permits or approvals contemplated to be obtained after the date of execution of this Agreement, (3) do not require any consent or referendum of voters, (4) will not violate any judgment, order, law or regulation applicable to the County, and (5) do not constitute a default under, or result in the creation - 145 - (a) The Contractor is qualified to do business in the State and is duly qualified to do business wherever necessary to carry on the business and operations contemplated by this Agreement. (b) The Contractor has the power, authority and legal right to enter into and perform its obligations set forth in this Agreement, and the execution, delivery and performance hereof, (1) have been duly authorized, (2) do not require the approval of any governmental officer or body, other than those permits or approvals contemplated to be obtained after the date of execution of this Agreement, (3) will not violate any judgment, order, law or regulation applicable to the Contractor or any provisions of the Contractor's or articles of incorporation and by-laws and (4) do not constitute a default under or result in the creation of, any lien, charge, encumbrance or security interest upon any assets of the Contractor under any agreement or instrument to which the Contractor is a party or by which the Contractor or its assets may be bound or affected. (c) The Contractor holds, or is expressly authorized under, the necessary patent rights, licenses and franchises to construct and operate the MRF pursuant to the terms of this Agreement. (d) This Agreement has been duly entered into and delivered and constitutes a legal, valid and binding obligation ARTICLE XXI MISCELLANEOUS Section 21.01 Term. (a) Unless sooner terminated in accordance with the provisions of this Agreement, or unless extended pursuant to subsection (c) hereof, this Agreement shall commence on the 'Contract Date and continue in effect until the tenth (10th) anniversary of the Acceptance Date. (b) Not later than six months prior to the tenth (10th) anniversary of the Acceptance Date, and the fifteenth (15th) anniversary of the Acceptance Date (if this Agreement remains in force and effect on such date), the County, at its option, may extend the term of this Agreement for an additional five year period from the tenth or fifteenth anniversary of the Acceptance Date, as the case may be; provided however, that such extension or extensions are subject to mutual agreement by the Parties as to the Service Fee and other applicable provisions of this Agreement with respect to such extension period or periods and either Party shall be liable to the other Party for one hundred thousand dollars ($100,000) for termination during such extension period as provided in Section 17.02 or 17.03. Section 21.02 Visiting Rights. (a) During the tern of this Agreement, the County and its representatives and invitees (except for competitors of the Contractor), and representatives of regulatory agencies shall have the right to visit the MRF in the presence of a Contractor - 149 - Section 21.03 Industrial Property Rights. (a) The Contractor shall pay all royalties and license fees, if any, relating to the design, construction, Acceptance Testing and operation of the MRF. The Contractor hereby warrants that the design, construction and Acceptance Testing of the 1 F and the contemplated operation of the MRF or the use of any component unit thereof or the use of any article, machine or process, or a combination of any or all of the aforesaid, by the County or any third Person shall not infringe any patent, trademark or copyright of any other third Person. The Contractor shall defend any claim or lawsuit brought against the County or any of its directors, officers, commissioners, employees or representatives, including any claim or lawsuit for infringement of any patent, trademark or copyright relating to the design of the MRF, or for the unauthorized use of trade secrets by reason of the design, construction or operation of the MRF, or the Contractor may, at its option, acquire the rights of use under infringed patents, or modify or replace infringing equipment with equipment equivalent in quality, performance, useful life and technical characteristics and development so that such equipment does not infringe, and the Contractor shall indemnify the County and the County Indemnified Parties and hold each and all harmless against all liability, judgments, decrees, damages, interest, costs and expenses (including reasonable attorneys' fees) recovered against the County and County Indemnified Parties sustained by any or all by - 151 - any other arrangements for the financing or refinancing of all or part of the MRF.or (b) to a governmental successor of the County or an authority or agency of the County, which shall not relieve the County of its obligations hereunder. Section 21.06 Subcontracts, Assignment and Default. The Contractor shall use all reasonable efforts to assure that all contracts with subcontractors and suppliers are assignable to the Trustee. Additionally, the Contractor shall use all reasonable efforts to obtain favorable subcontracts which include competitive warranties and guarantees of services, materials and equipment. Section 21.07 Notices. All notices, demands, requests and other communications hereunder shall be deemed sufficient and properly given if in writing and delivered in person to rhe following addresses or sent by certified or registered mail, postage prepaid with return receipt requested, at such addresses and shall be effective on receipt thereof: (a) If to County: County Executive Oakland County 1200 North Telegraph Road Pontiac, Michigan 48053 (b) If to Contractor: Either Party may, by like notice, designate any further or different addresses to which subsequent notices shall be sent. Any notice hereunder signed on behalf of the notifying Party by a duly authorized attorney at law shall be valid and effective - 153 - For Contractor: For County: Either Party may change its authorized representative at any time by written notice to the other Party. Section 21.11 Article and Section Captions; References. The article and section headings and captions contained herein are included for convenience only and shall not be considered a part hereof or affect in any manner the construction or interpretation hereof. Except as otherwise indicated, all references herein to sections and articles are to sections and articles of this Agreement. Section 21.12 Amendment*. No amendment, modification or change to this Agreement shall be effective unless same shall be in writing and duly executed by the Parties. Section 21.13 Agreement Governed by Michigan Law. This Agreement shall be governed by the laws of the State of Michigan. Section 21.14 No Other Agreement. All negotiations, proposals and agreements prior to the date of this Agreement are superseded hereby, there being no agreements or understandings other than those written or specified herein, unless otherwise provided. This Agreement and Schedules hereto constitute the entire agreement between the County and the Contractor with respect to the design, construction, start-up, Acceptance Testing, operation and maintenance of the MRF. - 155 - Section 21.19 Further Assurances. Each Party agrees to, and shall use all reasonable efforts to, provide such information, execute and deliver any instruments and documents and take such action as may be necessary or reasonably requested or required by the other Party which are not inconsistent with the provisions of this Agreement and which do not involve the assumption of obligations other than those provided for in this Agreement in order to give full effect to this Agreement and to carry out the intent of this Agreement. Section 21.20 Interest on Payments. All payments to be made pursuant to this Agreement outstanding after the applicable due date, shall bear interest equal to the lesser of interest calculated on the basis of the lesser of (i) the maximum rate permitted by State law, if applicable, or (ii) the prime rate of the Chase Manhattan Bank, N.A. 1-1 DRAFra SCHEDULE 2 TECHNICAL SPECIFICATIONS lovember 3, 1989 SECTION 1 GENERAL SPECIFICATIONS 1.1 GENERAL The intent of these specifications is to set minimum guidelines and functional design requirements and to set minimum quality standards for design and construction of the Material Recovery Facility (MRF). There is no intent to limit the Contractor from adding to these minimum guidelines and requirements based upon research and development of its proprietary systems and subsystems. Nothing in these specifications shall limit the Contractor's duty to comply with the Performance Guarantees or the other requirements of this Agreement not contained in Schedule 2. 1.2 GENERAL FACILITY CAPABILITY The MRF shall be capable of processing paper and commingled re- cyclables delivered by private and municipal haulers, and producing ______industr ifeedstock_ n,- t..! t recyclable materials. The commingled fraction shall include the following components: - Aluminum - Cans made from aluminum, aluminum foil, aluminum wrappers, and aluminum containers or trays used in the packag- ing, preparation or cooking of foods. - Ferrous Metal Containers - All containers composed in whole of iron or steel and so called tin and bi-metal cans used as containers for food and beverage items, [except containcr3 eenta-ii la-pe5sef4ied aerosol cans.] - Glass Containers - All jars and bottles, whole or broken, made from silica or sand, soda ash and limestone, the product being transparent or translucent and all other materials commonly known as glass, :. - . g l ass , window d-ishes an, cpockcry. Three glass coFers shall be expected: maximize the recovery of material, and to minimize Rejected Material and - Residual Material [and to soollrc--the liAlbest - e for recovered] material, consistent with cost-effective MRF operations. In addition, the processing system shall be rugged enough to withstand the impact of any rejects, e.g., rock, rebar, pipe, tools, etc., which may be fed into the systems. Two separate processing and load out areas are required; (i) a metal, glass and plastic processing system and (ii) paper processing system. Each processing area shall be integrated with the appropriate tipping area. Processing systems shall be designed to be as automated as possible thereby minimizing hand sorting requirements if proven to be economically feasible. The MRF shall be designed, constructed, operated and maintained such that when operated sixteen (16) hours per day, six (6) days per week for a period of 10 years, shall be capable of passing the acceptance and performance tests, and meetine or exceeding all performance guarantees as outlined in Schedule 7, except :here such guarantees may be altered in the future due to process alterations triggered by new technologies or changing market requirements. The MRF building, exclusive of the administration building, shall be constructed of non-combustible materials and shall include a totally enclosed tipping floor and recoverable material storage area, material processing area, processed material storage area, shipping facilities and an administrative area. Additional buildings shall include scale house facilities. Manual sorting stations shall be located in areas environmentally isolated from dust, noise, odors, tipping and storage areas and mechanical processing equipment. These sorting enclosures shall be constructed so that sorters are clearly visible to other plant personnel not within the enclosure. Each enclosure shall be lighted, heated, ventilated and air conditioned. Each sorting enclosure shall be large enough to accommodate additional personnel up to and including an additional 50% of the initially projected personnel requirement for that station. Any fractions resulting from applying the above 50% rule shall be rounded up to the nearest whole number. The Contractor shall be responsible for providing the building and related building services including installing offices, a lunchroom, conference room, visitor area, separate locker facilities, separate 1-3 1!,\ - Fire suppression system shall be provided in accordance with established codes and regulations and insurance underwriters requirements. - General warehouse lighting shall be provided in the tipping and material processing areas. Offices and personnel facilities shall be lighted appropriately. E County with respect to but not limited to, traffic, solid waste, wastewater, air quality, safety and noise. Air Pollution Control The MRF design, construction and operation shall meet all applica- ble governmental air pollution control regulations. Air filters or other emissions control devices shall be installed in the MRF ventilation system as required. Wastewater Quality Discharge Limitations All wastewater discharged off-site shall meet the County's indus- trial pretreatment standards and all applicable codes and regulations. Stormwater Discharge Limitations Any discharges from the MRF site stormwater detention system via the overflow structures shall meet state, County, and local water quality standards. The post-developed stormwater runoff rates must be equal to or less than the pre-developed runoff rates for a 25-year, 24-hour design storm event. Stormwater shall not be discharged in a mixed stream with wastewater. - 1.6 UTILITIES Based upon the Contractor's specifications of utility requirements, the County shall supply adequate utilities to the MRF site boundary at locations mutually agreed to by the County and the Contractor to permit normal operation. Those utilities include electricity, natural gas (if applicable), water, wastewater and telephone service. for domo3tic, landscape - 4. It is anticipated that be responsible for providing the site transformer. 1.7 WEIGH SCALE STATION The MRF shall be equipped with an automatic weighing station to weigh and record the quantity of materials delivered to and shipped from the MRF. The incoming and outgoing material weight station shall consist of two (2) identical scales, each with a weighing capacity of seventy (70) . ' shall 1-9 n ' a. Placement of the buildings in relationship to one another as well as _setback from adjacent property. b. Utilizing berms and plantings to screen the site in com- bination with overall site grading. c. Employing a design to soften the impact of the MRF. d. Utilizing materials and combinations of materials to break large visual surfaces, reduce the apparent scale, and give an office building appearance when viewed from the distance. e. Utilizing various earth tone colors and textures in com- bination with b, c, and d above. f. The use of materials which require low maintenance. g. The use of metal siding and insulated metal panels is accept- able, but with strategically located glass, brick, concrete, precast concrete, and the like, to give the - ' MRF an office building appearance. h. The energy efficiency of materials and [of] the general layout of the MRF. i. Plant groupings should be as natural as possible. j. Noise attenuating construction to comply with applicable ordinances. The requirements contained herein shall act as guides that shall shape the methods employed by the Contractor in meeting all functional design requirements to provide efficient operation of the [Facility.) MRF. FArility] MRF design concepts shall include an architectural program for all areas of the [Foci)ityl MRF identifying the designated use and occupancy type of each area. Appropriate finishes, as specified herein, shall be employed for all areas within the - MRF. 1.9 TIPPING AREA REQUIREMENTS The MRF shall include separate tipping or receiving areas incorpo- rating - push walls for the separation of the paper and commingled metals, glass, and plastic [two) material fractions. The material tipping area shall include a minimum area of 50,000 square feet for the storage of approximately two days worth of Recyclable Waste. 1-11 Li storage, loadout and shipping facilities as indicated in .Section 1.3 herein. This shall include roll-off containers, tractor trailer loading docks or any combination of these or other appropriate methods. The building footprint shall include a minimum of 20,000 square feet for storage of Recovered Material,. : resi 4 levl Residual Material and Re'ected Materia 1.11 [RESIDUE] RESIDUAL MATERIAL AND REJECTED MATERIAL DISPOSAL Pursuant to the Service Agreement, the Contractor shall provide containers for the temporary storage and removal of Residual Material and Rejected Material. Separate containers shall be provided for "combustible" material and "noncombustible" material. Combustible material shall consist only of contaminated newspaper, corrugated paper, office paper, plastics or similar combustible materials. Noncombustible materials shall include all other -- ". - -*- Residual Material and Rejected Material such as tie] Residual Material and Rejected Material by the County or its agent, the Cfcgontrac- tor shall be responsible for moving said loaded Eresi-:...44. containers from within the [facilityyi-M.RE to a designated outdoor staging area on the MRF site. The Contractor, County, and Consulting Engineer shall cooperate in the determination of container-types for the purpose of coordinating the County's disposal responsibility. 1.12 PROCESS MONITORING The measurement, recording and monitoring functions for the MRF shall include, but shall not be limited to, the following: Measurement, recording and inspection of all incoming material and all recovered material, rejects and residue leaving the MRF. - Surveillance by remote control, [color,] closed-circuit tele- vision of areas of the tipping floor, entrance gate area, and other areas selected by the Contractor (if any). contaminated glass, aluminum and ferrous metals, as well as other metals received but not recoverable. In order to facilitate pick-up and disposal of 1-13 ' 3 inventory shall be maintained such that the inventor s cf spare parts and lubricants will be equivalent in ., function and usefulness throughout the shelf life of the product as initially provided. 1.15 OPERATION AND MAINTENANCE MANUALS The Contractor shall develop an Operation and Maintenance Manual(s) for the MRF. The purpose of the Operation and Maintenance Manual(s) is to provide the overall background and guidance necessary for proper MRF [Facility] operation. This document shall be in addition to and supplement the manufacturer's operation and maintenance manuals supplied for all MRF {Facility] mechanical equipment. The following major processes and operations shall be addressed: - Paper tipping area - Metals, glass and plastic tipping area - Recoverable materials processing - Materials removal and storage. For each process, the following information shall be provided: - Process description, layout and schematic process diagram - Design criteria - List of process equipment and specifications - Process start-up, shut-down and typical operating procedures - Process monitoring, control and sampling - Routine operator duties - Troubleshooting procedures - Preventive maintenance procedures and schedules - Emergency conditions and response plan - Safety procedures - Housekeeping procedures. all transactions. The Contractor shall maximize the value of Recovered Materials consistent with other requirements of the MRF. The Contractor shall also be responsibile for properly storing, packaging and trans- porting Recovered Materials, All Recovered Materials shall be removed or sold and removed in accordance with Article VIII. Section 8.01. Ned for sale, except—weee special or mld require --.“. °:. ;.. materials. ° -*- -' :ft anticipat 5,9- All outgoing materials shall be weighed at the scale house by the County. Complete and accurate records of all sales and transportation accounts and transactions shall be maintained by the County as well. The Contractor shall prepare a detailed Marketing Plan that shall be employed by the Contractor to reliably sell Recovered Materials [en tho ...-:anlAot.] in accordance with established market indices. The Marketing Plan shall be subject to review and approval by the County, during construction of the MRF. The Contractor shall implement the Marketing Plan upon satisfactory completion of the Acceptance Test. In preparing the Marketing Plan, the Contractor shall investigate available markets and formulate contingency plans to address fluctuating market conditions and changing product specifications. The Marketing Plan at a minimum, shall include, but not be limited to: A list of available The material specifications required by each market, The quantity of [Sccomdary] Recovered Material which can be accepted by each market, and a range of prices which can be expected for sale of Recovered Materials to each market. Existing contracts and/or "Letters of Intent to Purchase" from existing markets. - A description of the form and material specifications intended for use by the Contractor when such specifications differ from those required in the Acceptance Test. ' = , ki- any vehicle breakdown. There shall ilso be a by-pass road for vehicles which do not have to be weighed. This by-pass road shall be controlled by a gate, which is manually operated by the weigh station operator, to insure proper usage of the road and weigh stations, as well as to act as a security checkpoint. Site signage shall direct vehicles in an appropriate efficient and safe manner through the MRF site ..' " in conformance with the performance requirements. Vehicle flow diagrams and a site road signage plan shall be submitted to the County and Consulting Engineer for review as detailed in Proposal Form A, Noe 22.of 23, subsection d. The design and operation of all vehicular activities and traffic flow patterns associated with the construction and operation of the MRF [Facility] shall conform to the regulations of 1984 Standard Specifica- tions for Construction, Michigan Department of Transportation and General and Supplemental Specifications of the Oakland County Department of Public Works, Drain Commission and Road Commission. Traffic flow within the MRF [Facility) shall be controlled ir accordance with the provisions of the Uniform Manual on Traffic Control Devices of the Federal Highway Admin- istration and AASHTO. Roads within the MRF [Facility] shall be designed to allow proper traffic flow to prevent the queuing of delivery vehicles on public roadways, both during normal operation and in the event of mechanical failure of vehicles or the scale house. Traffic design data is specified in the next paragraph. There shall be a minimum of two lanes for each material truck traffic direction, one of which shall be a shoulder for breakdowns and traffic bypass. The width of each lane shall be no less than 12 feet and conform to the size requirements of AASHTO for trucks. The radius of curvature, sight distance, grades and vertical curves of any roadway shall also conform, at a minimum, to the requirements of AASHTO. There shall be equipment available to keep snow off of the internal roadways of the -Ekicility] MRF site. This includes keeping roadways, ramps, and shoulders clear of snow, while still providing clearance at either side of the roadway/ramp. Access to the MRF Site from adjacent roads shall be designed to minimize interference with existing traffic flow and permit vehicles a rapid and safe access and egress to and from the MRF Site. Proper access shall also be provided for firefighting 1-19 above-mentioned fire protection systems shall comply with any and all applicable state and local fire department codes and standards. In addition, such systems shall meet any standards set forth by the par- ticular insurance underwriters involved in the project. 1.19 SAFETY EQUIPMENT The MRF shall be equipped with all necessary safety equipment including but not limited to the following: 1. An internal communicatior or alarm system capable of provid- ing immediate emergency in .ruction (visual and audible) to MRF personnel. 2. All fire suppression and fire alarm systems shall be super- vised by an UL listed approved central station, if available. If not available, alarms shall signal at the local fire station. 3. Portable fire extinguishers, fire control equipment using foam, inert gas, or dry chemicals, located throughout the facility. 1.20 MISCELLANEOUS Fire Resistive Construction Requirements, and Construction Class- ification The requirements for fire walls, fire separation walls and the segregation of mixed uses shall comrly with BOCA/1987 Articles 4 and 7, Types of Construction Classificatio-s and Fire Resistive Construction. The fire resistance of structural :Aiilding assemblies such as walls, partitions, columns, girders, beams, slabs, etc., shall be regulated by these articles. The fire resistance of these structural building assemblies shall be no less than the rating of the corresponding fire grading of the Use Group. Means of Egress Means of egress shall be provided as prescribed in BOCA/1987 - Art- icle 8, Means of Egress. 1-21 - o Enipi SECTION 2 EQUIPMENT SPECIFICATIONS 2.1 GENERAL This section contains minimum specification requirements for the equipment to be installed in the MRF. In addition, the completed Pro- posal Form A attached hereto supplements these equipment specifications and shall be binding upon the Contractor. 2.2 CONTAINERS The Contractor shall furnish and maintain all miscellaneous contain- ers required for the smooth, clean, efficient, and safe operation of the MRF. All containers shall be constructed in accordance with all applicable codes and regulations. Containers shall be heavy duty with proven reliability and durability. Typical containers may include but are not limited to roll-off con- tainers, mobile carts, hoppers, bins, and waste receptacles. 2.3 ROLLING STOCK AND IN-PLANT MOBILE EQUIPMENT The Contractor shall furnish, operate, and maintain all vehicles required for the handling, processing, and transferring of all materials within the MRF Site. Furthermore, the Contractor shall arrange for all shipping of industry acceptable [3oleable] recyclables. The Contractor may arrange to have the material purchaser ship the [saloable recyc1ables.1 Processed Recyclables. The mobile equipment shall be suitable for continuous service. The equipment that will remain at the MRF Site shall include front-end loaders capable of moving the stockpiled mate- rials ;.. . , forklifts, and equipment for positioning and moving containers and trailers throughout the MRF Site. The lower leading edge of the front-end loader buckets in contact with the floor surface shall be smooth or covered with a sacrificial material. Bucket 2-1 magnetic separator capable of separating v.. _ nccmn Waste 2.5 BALERS The Contractor shall furnish, install, operate and maintain balers as required to densify the processed materials, if so necessary, to increase the value of the processed materials and improve handling and transporati on. Balers shall be extrusion type or contain a bale release mechanism. Baler shall be capable of handling the processed material continuously,Eri shall bc of 1 -;- 4 . Balers shall be hydraulically operated, and be capable of producing dense, homogeneous bales that meet the material quality requirements specified herein. Balers shall comply with the applicable codes and standards. Each baler shall be constructed of heavy steel plates, structural shapes and weldments. Baler hydraulic systems shall be self-contained for each unit and shall include hydraulic pumps, piping, cylinders, controls, motors, valves, and any other accessories for complete func- tioning of the systems throughout. Electrical wiring shall be housed in NEMA type 12 enclosures. [All otors shall bc oper. - . -rviec.1 All controls shall be consolidated into one operators console at each machine, which shall be easily accessible and visible from the operating floor. Balers shall each have a completely self-contained adjustable auto- matic bale wire tying apparatus attached thereto. Wire-tyer will include suitable spool holders. 2.6 MAGNETIC SEPARATOR The Contractor shall furnish, install, operate and maintain a ferro-magnetic material (i.e., containers) from the commingled fraction of incoming Recyclable and depositing the ferrous to the processing equipment. The magnetic separator shall be capable of operating continuously rs per d.y.] The magnetic separator shall have a self-cleaning belt and the belt (if applicable) must have a minimum tensile rating of 1500 pounds. All mounting hardware including turnbuck- 2-3 [ Operatc —egita4--1 -41-2-pereent-ergafri-e-cefttei4 4,14--peNiefit-lwatnet4-s--materials ass 90 100 pereerrt-errivr-embr iii) g4a5s 55 100 : treeirt-,el&fer-Fhillt 0.5 M0i3 i-ess-ttren-or-eqtre-1-te-174-4-ri -e-72-pereent-onarrie-eentheftt- 'Oat 2.8.2 ALUMINUM CAN PROCESSING SYSTEM The aluminum can processing system shall meet the following speci- fications: Segregate aluminum cans from glass, tin and miscellaneous re- jects. - Accept and process a minimum of tons of aluminum per operating day, during an eight hour shift. - Accept and process all types of aluminum cans normally appear- ing in the residential and commercial waste stream. - Processed aluminum shall be free of non-aluminum material. Flatten or bale or densify aluminum cans prior to shipment and sale. ityfc per day, -six :cr vicckei Have the ability to operate continuously. - System shall not be damaged by [Rejects] Rejected Material. Processed Aluminum Can Quality Processed aluminum shall meet the following specifications: - The system shall be capable of producing ' .Itee a saleable] products that meet t&I or exceedftt the following secondary material market specifications as defined by the Institute of 2-7 xceeds the following i) Balc4/Loosc for steel 0113 - Process a minimum of tons of aluminum during a single eight (8) hour operating day; and 2.9 FERROUS CAN PROCESSING SYSTEM The ferrous can processing equipment shall meet the following requirements: Accept and process a minimum of tons of ferrous cans per operating day, during an eight hour shift. Accept and process all food and beverage ferrous cans normally appearing in the residential and commercial waste stream. - Separate ferrous metal from the commingled stream; Accept and process all types of food and beverage [of] ferrous metal containers normally appearing in the residential and commercial waste stream and as defined in Section 1.2 of this Schedule; Detect and remove contaminants including nonmagnetic material and combustible material; t—pftttfitit-fettD-1-e--teet---1 2-9 r, Processed Plastic gliality Processed plastics shall meet the following specifications: The system shall be capable of producing ISalcablel products that meet or exceed the following secondary material market specifications: i) The plastic processing component shall be capable of producing baled products which are 3'x4'x5' in size and 500-800 pounds in weight. The contamination cannot exceed two (2) percent by weight; and/or The plastic processing component shall also be capable of producing granulate products which are 1/4 square inch in size and contain no more than two (2) percent contamina- tion by weighttri - A minimum of tpd of plastic during a single eight (8) hour operating day shall be processed; and 1-4-4-et id Areas Tanks, cif;ternc COUe5 I or T1110{2 drions./ SECTION 3 DETAILED SPECIFICATIONS 3.1 GENERAL The design and construction of the MRF shall include, but shall not be limited to: all clearing, grubbing, cut and fills, and drainage necessary to prepare the site for construction of the MRF. The final design shall include, but shall not be limited to, all landscaping, access roads and ramps, parking facilities, outside building lighting, parking lot and sidewalk lighting, berms and sound barriers, drainage swales, storm water retention basins, utility connections from the site boundary and fencing. 3.2 SITEWORK The entire site preparation area shall be appropriately regraded to correspond with proposed MRF building elevations. The Contractor shall be required to remove all facilities that interfere with the construction of the MRF. Foundations and other inert materials which do not interfere with the MRF, may be covered and left in place. Shoring All temporary shoring required to support existing work and ad- jacent areas and work shall be furnished and installed to prevent settlement or other damage to surrounding areas and structures and shall be provided with adequate means to compensate for any settlement in the shoring supports. 3-1 Li necessary, the Contractor shall employ the services of a professional exterminator. Disconnection of Utilities Before commencement of construction activities 41pePtItilltin i the Contractor shall disconnect or arrange for the disconnec- tion of all utility services required to be removed, performing all such work in accordance with the requirements of the utility company or agency involved. Grubbing The Contractor shall remove all surface rocks and all stumps, roots and other vegetation within the limits of construction. Dewatering The Contractor shall be responsible for performing all necessary site dewatering. Disposal of all water removed from excavation on-site shall be disposed of in a manner to prevent flooding, erosion or property damage in accordance with all Oakland County and State of Michigan requirements. Water shall be conveyed away from the excavation in closed conduits. A dewatering permit may be required. Site Drainage The Contractor shall be responsible to install and maintain ade- quate drainage and prevent soil erosion at the site during construction. The amount of disturbed surfaces exposed shall be kept to a minimum. Runoff from the site shall be collected and detained in appropriate sediment basins to trap pollutants that otherwise might be transported from the site. Discharge of runoff shall generally be to on-site dry wells or recharge basins. Overflows from on-site recharge structures shall be in accordance with all Oakland County and State of Michigan requirements. 3-3 the applicable Standard Specifications and Drawings of the Oakland County Department of Public Works, Drain Commission and Road Commission shall be adhered to. All existing utility lines and drains that are encountered or uncovered by excavation shall be carefully supported and protected from injury by the Contractor. Surplus excavated material over and above that required for back- filling shall be placed by the Contractor at points on the property consistent with the Contractor's landscaping plan and construction plan. Before backfilling, all excavated areas to be backfilled shall be cleared of all building rubbish, wood, lumber and dismantled matter from work, etc. Backfill shall consist of suitable clean soil and shall not be placed against walls until the walls have attained sufficient strength to safely withstand the pressure of the fill material. Topsoiling_and Seeding The Contractor shall furnish all labor, materials, tools and equipment and perform all work required for final grading, topsoiling, seeding, fertilizing, mulching, watering, and maintaining of all areas within the Facility that remain without paving, structures or gravel finish. All topsoiling and seeding work shall conform to the 1984 Standard Specifications for Construction of the State of Michigan, Department of Transportation. Topsoil shall be placed over the prepared surface as required to support the Contractor's landscape plan. Proper subgrade shall be free of non-draining depressions, or abrupt elevation changes and shall be established four inches below the top of curbs, pavement, manholes and other structures. Subgrade shall be smooth so as to allow for the placement of the topsoil to the required depth. Topsoil inq Should there be an insufficient quantity of acceptable topsoil material on the site to landscape the required areas, the Contractor shall provide the additional topsoil material required from an approved off-site source. 3-5 Fertilizer The Contractor shall furnish, place and incorporate commercial fertilizer 10-6-4 for grass areas and 0-20-20 farm grade fertilizer and ureaform 38-0-0 for wild flower areas, and 20 percent superphosphate on the areas to be topsoiled and seeded. The final design, as approved, shall define these areas. Fertilizer shall be distributed evenly by machine, over all areas to be seeded, at least five days after applying ground limestone. The fertilizer shall be worked lightly into the top 3 inches of soil. The rate of application for the 10-6-4 fertilizer shall be 25 lbs. per 1000 square feet. For the wild flower fertilizer and the 20 percent super- phosphate the rate shall be 20 lbs. per 1000 square feet. The fertiliz- er shall be raked throughly into the soil not more than 48 hours before the seed is to be sown. Seeding The Contractor shall furnish grass and wild flower seed and mulch, maintain the seeded areas, and guarantee a stand of grass satisfactory to the County. The seed used shall be fresh, recleaned seed of the latest crop, and shall be approved by the State of Michigan, Department of Agriculture. All seeding shall be done in moderately dry soil and at times when the wind does not exceed a velocity of 5 miles per hour, Mulching Mulch shall be applied by an approved mulching machine at the rate of two 45 pound bales per 1000 square feet. Mulch shall be spread evenly over the seeded area so that all of the surface is covered. Lumps of mulch or applications made too heavily shall be spread cut manually. [evenly b The mulch shall be wet down to prevent its being blown away. The mulch shall be kept wet until a catch af grass is estab- lished. Mulch blown or washed off seeded areas for any reason shall be replaced. Straw, which is free from noxious weeds, shall be used for mulch. Provide fabric and hold down straps for erosion control of wild flower areas. r-, 3-7 1.i i I UL: "Concrete Masonry Handbook" published by the Portland Cement Association. Rough Carpentry - In addition to complying with all pertinent codes and regulations, the Contractor shall comply with applicable provisions and recommenda- tions of the following: American Lumber Standard Committee, National Grading Rule for Dimension Lumber, P5-20. - American Wood Preservers Bureau Standard, LP-2. - Occupational Safety and Health Act of 1970. - Southern Pine Inspection Bureau, Grading Rules. - Western Wood Products Association, Grading Rules, - American Lumber Standard Committee, Plywood Standard, PS-1. Millwork In addition to complying with all pertinent codes and regulations, the Contractor shall comply with applicable provisions and recommenda- tions of the following: "Quality Standards Illustrated" published by the Architectural Woodwork Institute. "Architectural Casework Details" published by the Architec- tural Woodwork Institute. - Custom Grade Architectural Woodwork Institute Standard Sec- tions 400 and 500. NEMA Standard Publication/No. LD 3-1980. Roofs (Site specific details - to be provided) 3-9 Resilient Sheet Flooring The Contractor shall provide filled vinyl sheet or vinyl tile flooring 80 mils thick in solid monolithic colors for offices and similar spaces. Carpeting (Site specific details - to be provided) 5 DC prov Painting Painting shall include but not be limited to the following: - Structural steel shapes and members - Electrical motors - Conveyors, balers, crushers and other process equipment - Scale and enclosures - Transport equipment - All pipe work, fittings, valves and supports. - Conduit, panel boxes, pull boxes, meterboards and dis- tribution boxes. - Concrete block and gypsum wallboard partitions, doors, frames, stairs, railings, ladders, grilles, air diffusers and under side of exposed metal decking. - Wood staining of wood doors, trim, paneling, millwork and wood shelving. Painting of surfaces not normally requiring paint, such as stain- less steel, plastics, concrete, galvanized steel and aluminum will not be required unless necessary for visual continuity of the coordinated color scheme required in the MRF. [Facility] 3-11 doors with locks, card controlled gates, CCTV monitored gates with remote control, or other adequate security measures must be provided to control access to the Facility as hereinafter specified. A double leaf or "rolling" security gate, at the entry and exit point is required to control access during non-delivery hours. Signs -- Well-designed graphics should be used for directional and identi- fication signs. These signs shall be properly located to achieve their purpose without constituting a hazard to vehicles or pedestrians. Clear, concise graphic directional and identification signs shall be incorporated into the Facility design, in accordance with applicable codes of Oakland County and the State of Michigan. The MRF shall be provided with a sign at the entrance. The sign shall be mounted conspicuously and contain the name of the MRF. The sign wording shall be in letters at least twelve (12) inches high and approved by the County. The sign shall be provided with a spot light for illumination. No other sign or advertising shall be allowed on the MRF site. 3.5 PARKING Outdoor parking [lc] shall be provided for .-' MRF employees and visitors. Parking shall be confined to the designated areas, shall not interfere with the not be permitted in fire lanes. Overnight parking of the Contractor's vehicles and mobile equipment that is not permanently stationed at the Facility Site shall be minimized to the greatest extent possible. All overnight parking of mobile equipment shall be confined to the Building interior. 3.6 LANDSCAPING Landscape forms and materials shall be used to reinforce the aesthetic and public perception goals included herein. Landscaping shall be provided to control off-site lighting glare and reflection, movements RF or the County operations and shall 3-13 HinF supports for highway signs, luminaires and traffic signals of the American Association of State Highway and Transportation Officials, and all the design requirements of the County and the State. The physical properties of poles shall be such that deflection from the vertical of any portion of the pole under the full wind load shall not exceed 5 percent of the total pole length. All steel poles shall be hot-dip galvanized in accordance with ASTM A 123 after all fabrication is completed (Minimum Coating of 1.25 pg).1 oz./sq. ft.). 3.8 METAL ROOF DECK Material Design and fabrication of metal roof deck shall be in accordance with the latest specifications of the Steel Deck Institute. Steel used in the fabrication of deck units shall conform to the requirements of the AISI "Light Gage Cold-Formed Steel Design Manual". Field Erection The complete metal deck, including all shaping, cutting, fitting, drilling, welding, accessories, closures, sump pans, fastenings and all other miscellaneous pieces necessary, shall be properly installed with weathertight construction. The metal deck shall be erected in accordance with the deck manufacturer's instructions. Welding and Fastening Welding shall be in accordance with the requirements of the AISI "Specifications for the Design of Cold-Formed Steel Structural Members" and the AWS "Structural Welding Code". 3.9 MISCELLANEOUS METALS Miscellaneous metals shall include such items as: - Gratings (aluminum, fiberglass and galvanized steel) - Metal Floor Plates 3-15 Railings All railings (post, rails and toe plates) shall conform to applica- ble OSHA regulations. Metal Floor Plate All metal floor plate shall conform to the applicable provisions and accommodations of-the following: - ASTM A 36, Structural Steel ASTM A 123, Zinc (hot-galvanized) Coatings on Products Fab- ricated from Rolled, Pressed and Forged Steel Shpaes, Plates, Bars and Strip ASTM B 209, Aluminum-Alloy Sheet and Plate 3.10 WINDOW WALLS AND SKYLIGHTS All window walls and/or skylights of glass shall conform to the specifications of National Association of Metal Manufacturers, with a minimum design wind load of 30 pounds per square foot pressure or suction. Contractor shall provide at a minimum, 15% of the total roof area of the MRF building, exclusive of the administration building, as skylights. 3.11 LIGHTWEIGHT INSULATING ROOF FILL All work shall conform with the requirements of the BOCA National Building Code/1987 in addition to the requirements or qualifications of these Specifications. Lightweight insulating roof fill shall meet all requirements as detailed in: o ASTM D 312-71 o ASTM C 332-66(71) Group I o Factory Mutual 69-209.20 /0 Test cylinders shall be properly cured and aged before testing. Copies of all test reports shall be retained by the Contractor and supplied to the County if requested. Proportioning and Mixing Cast-in-Place Concrete Al] structural concrete shall have a minimum compressive strength of 4000 psi in 28 days. One brand of cement on15- shall be used [to prevent different shading of finished concrete OF—T. Ready mixed concrete shall be mixed and delivered in accordance with the Standard Specifications of the ASTM C 94 latest edition. Temperature All methods and materials used for hot and cold weather concreting shall be in accordance with the requirements of "Recommended Practice for Hot Weather Concreting" (ACI 305) and/or "Recommended Practice for Cold Weather Concreting" (ACI 306). 3.13 STRUCTURAL STEEL General Requirements The current rules and practices set forth in the "Code of Standard Practice for Steel Buildings and Bridges" and the "Specification for the Design, Fabrication and Erection of Structural Steel for Buildings" of the American Institute of Steel Construction (AISC) shall apply to the work performed. Quality Criteria and Inspection Standards shall conform to the AISC publication "Quality Criteria and Inspection Standards" latest edition and the BOCA National Fire Code/1987. Materials Structural steel shall conform to ASTM A 36. High strength bolts, with suitable nuts and washers, shall conform to ASTM A 325. Welding electrodes and stud shear connectors shall conform to AWS Code D1.1. The following list indicates the minimum requirements for specific steel items: 3-19 -77,2 j Lr L LI h PROPOSAL FORM A (Page 1 of 23) EQUIPMENT DATA SHEETS* TABLE OF CONTENTS Sheet Number 1 Scales 2 Vibrating Feed Hoppers Magnetic Separation Units Aluminum Can Separators Tin Can Processors Aluminum Can Processors Glass Processors 8 Plastics Processors 9 Balers 10 Conveyors 11 Power Sweeper 12 Fork Lift Trucks 13 Front End Loaders 14 Other Equipment 15 Utility Requirements *The Contractor shall supply filled-in data sheets as part of Part B of this Schedule 2 for the applicable major equipment. If the Contractor has major equipment for which a data sheet is not supplied in this Part B of Schedule 2, the Contractor shall provide a data sheet for each such piece of major equipment and each such supplied data sheet shall be similar in form and informational detail to these supplied in this Part B. Item 3 4 5 6 7 PROPOSAL FORM A (Page 3 of 23) EQUIPMENT SPECIFICATION SHEET NO. 2 VIBRATING FEED HOPPERS 1. Manufacturer and Model 2. Type (inc. configuration) 3. Number of Units 4. Dimensions (LxDxH) 5. Materials of Construction 6. Mounting System 7. Drive Mechanism, (motors, reducers, etc.) 8. Power Requirements (inc. HP, Phase, Volt.) 9. Controls (type, locations, etc.) 10. Special Features 11. Routine Maintenance Requirements (hr/100 hr) Drawing Reference Number(s) 16. Routine Maintenance Requirements (hr/100 hr) PROPOSAL FORM A (Page 5 of 23) EQUIPMENT SPECIFICATION SHEET NO. 4 ALUMINUM CAN SEPARATORS . Manufacturer and Model CJ1 2. Type (inc. configuration 3. Number of Units 4. Dimensions (LxDxH) 5. Weight (empty) 6. Materials of Construction 7. Mounting System 8. Drive Mechanism, (motors, reducers, etc.) 9. Power Requirements (inc. HP, Phase, Volt.) 10. Controls (mode, type, locations, etc.) 11. Charger Dimensions 12. Throughput Capacity (lb/hr @ guar. system cap.) 13. Peak Capacity (2-hr consecutive oper.) 14. Maximum Feed Item Size (LxDxH) 15. Special Features (lb) (lb/hr) (lb/hr) Drawing Reference Number(s) F-71 PROPOSAL FORM A (Page 7 of 23) EQUIPMENT SPECIFICATION SHEET NO. 5 (Page 2 of 2) TIN CAN PROCESSORS 17. Special Features 18. Routine Maintenance Requirements (hr/100 hr) Drawing Reference Number(s) PROPOSAL FORM A (Page 9 of 23) EQUIPMENT SPECIFICATION SHEET NO. 6 (Page 2 of 2) ALUMINUM CAN PROCESSORS 17. Special Features 18. Routine Maintenance Requirements (hr/100 hr) Drawing Reference Number(s) PROPOSAL FORM A (Page 11 of 23) EQUIPMENT SPECIFICATION SHEET NO. 7 (Page 2 of 2) GLASS PROCESSORS 17. Jamming Protection 18. Magnetic Separator a. Manufacturer and Mode b. Type c. Location d. Drive Mechanism e. Power Requirements 19. Trommel a. Manufacturer and Mode b. Type c. Location d. Drive Mechanism e. Power Requirements 20. Hopper a. Material b. Dimensions (LxDxH) 21. Special Features 22. Routine Maintenance Requirements (hr/100 hr) Drawing Reference Number(s) Frl n' LJJ LT-L PROPOSAL FORM A (Page 13 of 23) EQUIPMENT SPECIFICATION SHEET NO. 8 (Page 2 of 2) GLASS PROCESSORS 16. Jamming Protection 17. Special Features 18. Routine Maintenance Requirements (hr/100 hr) Drawing Reference Number(s) PROPOSAL FORM A (Page 15 of 23) EQUIPMENT SPECIFICATION SHEET NO. 9 (Page 2 of 2) BALERS 19. Output Rating (corrugated) 20. Hydraulic Reservoir Volume 21. Special Features (lb/hr) __(gal) 22. Routine Maintenance Requirements (hr/100 hr) Drawing Reference Number(s) PROPOSAL FORM A (Page 17 of 23) EQUIPMENT SPECIFICATION SHEET NO. 11 POWER SWEEPER 1. Manufacturer and Model 2. Size 3. Fuel Requirements 4. Special Features 5. Routine Maintenance Requirements Drawing Reference Number(s) 1-Fr PROPOSAL FORM A (Page 19 of 23) EQUIPMENT SPECIFICATION SHEET NO. 13 FRONT END LOADERS 1. Manufacturer and Model 2. Size 3. Fuel, Requirements 4, Special Features 5. Routine Maintenance Requirements Drawing Reference Number(s) PROPOSAL FORM A (Page 21 of 23) EQUIPMENT SPECIFICATION SHEET NO. 15 UTILITY REQUIREMENTS Electricity a. Electricity for Processing b. Other_Electrical Needs c. Total Connected Load d. Voltage and Number of Phases 2. Water a. Processing Water b. Other Water c. Maximum Water Demand d. Pressure 3. Wastewater a. Discharge Water to Sanitary Sewer b. Maximum Discharge Capacity Required 4. Stormwater a. Maximum Stormwater Discharge (25-year, 24 hour design storm event) kwh/ton kwh/day gallons/ton gallons/day gallons/minute gallons/day gallons/minute gallons/minute Drawing Reference Number(s) iIi 13 . R• - ADDITIONAL INFORMATION (Page 23 of 23) k, The staffing requirements of the Project by job classification. Also included should be an organization- al chart showing the Contractor's plan for management of the obligations identified in the Construction and Service Agreement and accompanying schedules including role of parent company or guarantor. 1. Identification of any part of the process design proposed for Oakland County that has not been utilized for other operating facilities. m. A [detailed] narrative description of house-keeping and site maintenance procedures. n. A narrative description of an operating plan in the event of an extended failure of each major system component. o. A detailed list of spare parts and supplies to be kept on-site. A marketing plan as detailed in Section 1.16. Such other materials as the proposer may deem necessary or appropriate. p 1 LI Li SCHEDULE 3 MRF SITE (TO BE PROVIDED) hi ! • • I ',..._t SCHEDULE 4 ACCEPTANCE AND PERFORMANCE TEST PROCEDURES The purpose of this Schedule 4 is to provide the procedures for Acceptance Testing to be incorporated in the detailed Acceptance Test Plan to be developed pursuant to Section 7.02 of the Construction and Service Agreement (hereinafter Agreement). For the purposes of Acceptance Testing, all measured readings and test results shall not be adjusted to account for margin of error. MRF [Facility] Acceptance is dependent upon the Contractor's ability to demonstrate compliance with his Performance Guarantees with respect to: I. Throughput Capacity: - overall ' . - MRF - Rrocessing equipment 2. Purity of [Processed Recyclables].Recovered Materials 3. Residue-Fualityl quantity 4. Conformance with environmental requirements 5. [Utiliticr Should the MRF fail all or a portion of the Acceptance Test re- quirements, the Contractor shall, at its sole cost and expense, modify or rebuild those portions of the MRF such that the Acceptance Test may be rescheduled and satisfied. In this event, the Contractor may request with the County's approval that only the portion of the MRF which failed the Acceptance Test be retested. PART A. ACCEPTANCE TESTING 1. COMMENCEMENT The Contractor may commence Acceptance Testing pursuant to Section 7.02 of the Agreement at the Contractor's discretion so long as the Acceptance Test Plan has been approved pursuant to Section 7.02 of the Agreement, any permits required for the conduct of such Acceptance Testing The County may employ and pay for an independent testing laboratory to perform additional testing or to observe and verify tests results. In addition, the County shall have the right to have representatives, including but not limited to, the Consulting Engineer, observe all or part of the Acceptance Test. PART B. PERFORMANCE TESTING 1. THROUGHPUT GUARANTEE TEST a. Overall Facility The Throughput Guarantee Test shall be scheduled so that the equipment in each processing component of the system is operated at design hourly capacities eight (8) hours per day on six (6) consecutive days, the Throughput Guarantee Test Period ("TGTP"). During the sixteen (16) hours per day when the MRF is not in operation, maintenance shall be limited to that which would routinely occur during off hours in accordance with the Operating Plan. [If maintenance wh*ch is speeif'-: *- !;--. °-. Plan is performed - to be zero for I w The Throughput Guarantee for the overall facility shall be deemed to have been demonstrated if the daily average of the total throughput during the TGTP is equal to, or greater than the design throughput of 200 tpd. b. Process Equipment The Guarantee Test for each major processing component shall be conducted during the six-day test period. The County reserves the right to require the Contractor to demonstrate during one eight hour shift that any or all processing components satisfy the throughput guaranteed. In addition, on one single day within the six-day test period, components.] all equipment constituting the system shall be operated simultaneously for sixteen (16) hours. System Throughput shall be determined by weighing material at the output streams [to] of the material processing -3- r ,bH L Gross samples of recovered ferrous material shall be taken as specified in ASTM Method E701, Recommended Practice E122 and Method 02234 on each day of the TGTP. The following additional test shall be performed in each sample: - Bale/biscuit size - weigh and measure sampled bales/biscuits. The Ferrous Specification Guarantee shall be deemed to have been satisfied if the—Ferrous Specification Guarantee is demonstrated by the daily average values obtained from the gross samples o 4 recovered ferrous material. c. Aluminum Specification Guarantee Test Gross samples of recovered aluminum material shall be taken as specified in Section 5 of ASTM Method E701, Recommended Practice E122 and Method 02234 on each day of the TGTP. The following tests shall be performed on each sample: - Bulk Density according to ASTM Method E701-80, Section 6. - Moisture content according to ASTM Method E688-79, Section 9. - Purity according to ASTM Method 889-82. - Particle Size (for shredded samples, if applicable) according to ASTM Method E688-79, Section 10. The appropriate screen size should be substituted. - Biscuit Size - weigh and measure sampled biscuits. The Aluminum Specification Guarantee Test shall be deemed to have been satisfied if the Aluminum Specification Guarantee is demonstrated by the daily average values obtained from the gross samples of recovered aluminum material. d. Plastics Specification Guarantee Test Gross samples of recovered plastic product (clear PET, green PET, HDPE) shall be taken as specified in Section 5 of ASTM Method E701, Recommended Practice E122 and Method 02234 on each day of the TGTP. The following tests shall be performed on each sample: - Purity according to ASTM Method 889-82. * total sample for each stream shall be calculated periodically during each testing day. This percent residue shall be referred to as "IR". each processed material, x, the flow of material into the processing line(s: the material i The- flow of each material, x, out of the prc lesired product output stream is ealc the . - - ;, the sample-time.] 2. The flow of all materials, x, out of each processing line is calculated by dividing the mass of material in the output sample by the sample time. 3. The flow of all residue (xr) out of each processing line is calculated by dividing_the mass of residue in the output sample by the sample time 4. The Recovery of the material *_ to th; flow of . _ _ ividcd by thc flow g line(s).] as a percentage of the total sample is then calculated by the following formula: x/ (x + xr) (%) For 5. The percent Residue is then calculated from the [material following formula: • - 00)11 Percent Residue 44(1 - Recovery) IR (incoming residue) The Process Residue Guarantee Test shall be deemed to have been satisfied if the Process Residue Guarantee is demonstrated for all six days of testing. If the average Residue of any one day's samples for any one materi- al stream (paper and commingled recyclables) is greater than [ten (10)] that guaranteed in Schedule 7 [percentl,_ then the Throughput for that material processing line shall be deemed to be zero for such day. 4. ENVIRONMENTAL GUARANTEE TEST The Environmental Guarantee Test shall be conducted to determine whether the MRF complies with the Contractor's Environmental Guarantee. The [Facility] MRF shall be deemed to be not in compliance with the Environmental Guarantee if on any day a regulatory agency determines that -7- _ processing the comp .4e44444-44 iffipt°+€1 ned to The Noise Emission Test shall be deemed to have been satisfied if the test results from each daily test demonstrate compliance with all applicable codes and regulations. c. Wastewater Discharge Quality Guarantee Test The Wastewater Discharge Quality Test shall be performed during the Equipment Performance Guarantee Test. This test shall consist of daily sampling and laboratory analyses of the wastewater stream. A sampling protocol shall be developed by the Contractor in conjunction with the County and its Engineers. The Wastewater Discharge Quality Test shall be deemed to have been demonstrated if discharged wastewater quality complies with all applic- able standards relating to wastewater quality. 5. [UTILITIES . . or motor • '4 ._.14,4 • 4 -E615. OTHER TESTS Additional tests, procedures and protocols for determining whether, and the extent to which, the MRF and the use and operation of the MRF -9- Ei-E-S+Rfj-brapeC-1-1.1 Proo [Amber 0.5 1/4 in. • Cullet size * Az 0.5 Percent Moisture 1/4 in. Cullet size 0.2 Percent 0.14 —85- Percent Gi 12-Fee11- Gente 4-6.1 4144 must] ;.- SCHEDULE 7 PERFORMANCE GUARANTEES A. General Whether the requirements of any of the following paragraphs 1 through 9 have been satisfied shall be determined by testing in accordance with the requirements of the Acceptance Test Plan developed in accordance with Schedule 4 and Section 7.02 of this Construction Agreement. Percentages specified below are based on weight. B. Commingled Processing System 1. [a.] Guaranteed Rated Capacity (8 hour per day operation) 100 TPD of Commingled & Separated Recyclable Material Ferrous Plastics Class 2. Guaranteed Maximum Process Residue 3. Guaranteed Maximum Percent Virgin Material in Residual Material TPH TPH TPH TN] Ton per ton of Commingled Recyclable Waste Processed % per to of Residual Material Guaranteed Material Specifications f-14. Glass (furnace ready), as specified in Section 2.8.1, Schedule 2. t 0.2 Percent Organic Content, -414441%4 44, .-raax-i4eu4e- 7-1 [Rai e4:31- 500-850 lbs 4--Pefeent contamination 3kx4'x5 Size t.ed 2 Pcrevat -b- Guar34tee4-4atad-C TPH of - -4i4444 5/8" wide x .020 thick steel straps - -24^-filaiE4-111*E4-1: frcc d. Plastics f(HDPE, Clea4c--RE-T-,—Gpaaa--12.F.-144 As specified in Section 2.10, Schedule 2 1/4 sq.in Size; C. Paper Processing System Guaranteed Rated Capacity 160 TPD of -4-designated paper Color Ledger, 2. Guaranteed Maximum Process Residue TP11 Tuft Ton per ton of Mixed Paper Recyclable Material Processed 3. Guaranteed Maximum Percent Virgin % per ton of Residu- Material in Residual Material al Material 4. Guaranteed Material Specifications, as specified in [(See .1Scrap Spec i ticati.o.n--64-pc-ti-l-a-r Section 2 .7 , : Scrap Recycliog Schedule 2. Industries, Inc.)] :" 1 Pcreent 1TV:3 :444, 7-3 December 14, 1989 FISCAL NOTE (Misc. 89346) BY: FINANCE COMMITTEE, DR. G. WILLIAM CADDELL, CHAIRPERSON IN RE: DEPARTMENT OF PUBLIC WORKS - SOLID WASTE - MATERIALS RECOVERY FACILITY REQUEST FOR PROPOSAL TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS MR. CHAIRPERSON, LADIES AND GENTLEMEN Pursuant to Rule XI-G of this Board, the Finance Committee has reviewed Misc. Res. // and finds. 1) The County has issued a Request for Qualification for the design and construction of a 200 ton per day Material Recycling Facility (MRF). 2) Four vendors were qualified and simultaneous negotiations with these vendors have been concluded with the drafting of a contract and technical specifications. 3) The vendors are requested to provide a proposal for construction of n 1?0,00TI; square foot building that will accept and process 20n ton per day (TPD) of separated comingled recyclable wastes during an 5.!.-t1..ur shift expandable to 4C..; Ti) 4) The cost for the construction wilt be provided from the -a'e of bone waste system and the cost for processing, disposal, and bond payrn( the solid waste system tipping fees and the sale of recyclables. 5) The Finance Committee recommends the adoption of the resolution. FINANCE COMMITTEE Resolution # 89346 December 14, 1989 D. ALLEN, Couny Clerk R,yister of Deeds Moved by Hobart supported by Crake the resolution be adopted. AYES: Ferrens, Gosling, Hobart, Jensen, Johnson, R. Kuhn, Law,Luxon, McConnell, McCulloch, McPherson, Moffitt, Oaks, Olsen, Pappageorge, Pernick, Rewold, Skarritt, Wolf, Aaron, Bishop, Caddell, Calandro, Chester, Crake. (25) NAYS: None. (0) A sufficient majority having voted therefor, the resolution was adopted. STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Lynn D. Allen, Clerk of the County of Oakland and having a seal, do hereby certify that I have compared the annexed copy of the attached resolution, adopted by the Oakland County Board of Commissioners at their regular meeting held on December 14 , 1989 with the original record thereof now remaining on file in my office, and that it is a true and correct transcript therefrom, and of the whole thereof. In Testimony Whereof, I have hereunto set my hand and affixed the seal of said County at Pontiac,Michigan this 14th day nerPmher, 1989 eputy ule