Common use of Alternate Facility Clause in Contracts

Alternate Facility. (a) If the Company is unable to accept or Process Acceptable Waste at the Facility in accordance with the terms of this Agreement other than as a direct result of an occurrence of a Event of Force Majeure or Jurisdiction Fault (such an event, a “Forced Outage”), then the Company shall, following prompt notice to the Jurisdictions (both telephonic notice to the Public Works Officials and written notice to the Jurisdictions) either (i) arrange for such Acceptable Waste to be loaded onto trucks at the Facility and transported and disposed of at an alternate disposal facility properly permitted to accept and dispose of Acceptable Waste in accordance with Applicable Law, or (ii) designate and direct the Jurisdictions to transport and dispose of the Acceptable Waste to an alternate disposal facility properly permitted to accept and dispose of Acceptable Waste in accordance with Applicable Law, which in no event shall be located more than twenty (20) miles one way by truck from the Facility (an “Alternate Facility”). The Parties will cooperate with one another in pre-approving Alternate Facilities. The Company may designate a different Alternate Facility for each Jurisdiction, and may only change such designation no more than once weekly, with forty-eight (48) hours’ prior notice (both telephonic notice to the Public Works Officials and written notice to the Jurisdictions) to the affected Jurisdiction. In the event a Forced Outage lasts longer than thirty (30) days or the Jurisdictions are incurring additional costs as a result of using the Alternate Facility which are not being reimbursed by the Company, then each Jurisdiction shall be entitled to reject the Alternate Facility proposed by the Company and separately direct its haulers to deliver the Jurisdiction’s Solid Waste to any other disposal facility selected by the Jurisdiction, in its sole discretion. If the Company directs either Jurisdiction to an Alternate Facility, the Company shall directly pay, to the operator of the Alternate Facility, all costs of disposal of the Jurisdiction’s waste at such Facility, subject only to the Jurisdictions being responsible to pay to the Company the Acceptance Fee for Acceptable Waste delivered directly to and accepted by the Alternate Facility. (b) The Company shall pay to the Jurisdictions, within sixty (60) days following invoice by the Jurisdictions, for all Alternate Facility Costs incurred by the Jurisdictions, subject to Cost Substantiation. In addition, the Company shall promptly reimburse and pay to each Jurisdiction for any fines and penalties incurred as a result of the use of the Alternate Facility unless such fine or penalty is directly attributable to the negligence or willful misconduct of the Jurisdiction or its employees. (c) All Acceptable Waste which is delivered or caused to be delivered by the Jurisdictions which is not accepted by the Company at the Facility or an Alternate Facility or which is rejected by the Company (other than pursuant to Section 3.2(a) shall constitute Diverted Waste and be counted in calculating the Minimum Annual Tonnage for all purposes of this Agreement. (d) In the event that (i) a Forced Outage lasts more than sixty (60) days and the Company is not diligently and promptly pursuing a Cure of such Forced Outage, or (ii) the Company fails to reimburse the Jurisdictions the Alternate Facility Costs within sixty (60) days following delivery of an invoice requesting payment, such event(s) shall automatically constitute an Event of Default on the part of the Company under this Agreement. (e) If, during a Billing Month, Acceptable Waste delivered by or on behalf of the Jurisdictions to the Facility or an Alternate Facility (in the case of a Forced Outage) is wrongfully rejected or, in accordance with Section 10.1(a), the Jurisdictions choose not to deliver Acceptable Waste to an Alternate Facility, then (i) the Jurisdictions shall not be obligated to pay the Company the Base Tipping Fee and the sum of the then applicable Unit Change in Law Cost(s) for such Tons of Diverted Waste wrongfully rejected by the Company (or such other Person in the case of an Alternate Facility) and (ii) the Company shall pay the Jurisdictions, within thirty (30) days after the end of the Billing Month, the positive difference, if any, between (A) the actual costs incurred by or on behalf of the Jurisdictions, subject to Cost Substantiation, to transport and dispose of such Diverted Waste, including transportation, fuel, labor and disposal fees, costs and expenses (including the cost, plus ten (10%), of additional overtime incurred by Jurisdictions’ employees, and additional charges of contractor(s) of the Jurisdiction(s)) incurred by or on behalf of the Jurisdictions, and, (B) the product of (x) the Tons of such Diverted Waste, multiplied by (y) the sum of the Base Tipping Fee and the sum of the then applicable Unit Change in Law Costs for such Billing Month. Additionally, the Company shall pay the Jurisdictions, within thirty (30) days following the end of the Billing Month, the Residue Disposal Credit or the Residue Disposal Rebate, as applicable, and the Change in Law Credit, if any, as calculated in accordance with Sections 4.4 and 4.5(d), respectively.

Alternate Facility. (a) If the Company is unable to accept or Process Acceptable Waste at the Facility in accordance with the terms of this Agreement other than as a direct result of an occurrence of a Event of Force Majeure or Jurisdiction Fault (such an event, a “Forced Outage”), then the Company shall, following prompt notice to the Jurisdictions (both telephonic notice to the Public Works Officials and written notice to the Jurisdictions) either (i) arrange for such Acceptable Waste to be loaded onto trucks at the Facility and transported and disposed of at an alternate disposal facility properly permitted to accept and dispose of Acceptable Waste in accordance with Applicable Law, or (ii) designate and direct the Jurisdictions to transport and dispose of the Acceptable Waste to an alternate disposal facility properly permitted to accept and dispose of Acceptable Waste in accordance with Applicable Law, which in no event shall be located more than twenty (20) miles one way by truck from the Facility (an “Alternate Facility”). The Parties will cooperate with one another in pre-approving Alternate Facilities. The Company may designate a different Alternate Facility for each Jurisdiction, and may only change such designation no more than once weekly, with forty-eight (48) hours’ prior notice (both telephonic notice to the Public Works Officials and written notice to the Jurisdictions) to the affected Jurisdiction. In the event a Forced Outage lasts longer than thirty (30) days or the Jurisdictions are incurring additional costs as a result of using the Alternate Facility which are not being reimbursed by the Company, then each Jurisdiction shall be entitled to reject the Alternate Facility proposed by the Company and separately direct its haulers to deliver the Jurisdiction’s Solid Waste to any other disposal facility selected by the Jurisdiction, in its sole discretion. If the Company directs either Jurisdiction to an Alternate Facility, the Company shall directly pay, to the operator of the Alternate Facility, all costs of disposal of the Jurisdiction’s waste at such Facility, subject only to the Jurisdictions being responsible to pay to the Company the Acceptance Fee for Acceptable Waste delivered directly to and accepted by the Alternate Facility. (b) The Company shall pay to the Jurisdictions, within sixty (60) days following invoice by the Jurisdictions, for all Alternate Facility Costs incurred by the Jurisdictions, subject to Cost Substantiation. In addition, the Company shall promptly reimburse and pay to each Jurisdiction for any fines and penalties incurred as a result of the use of the Alternate Facility unless such fine or penalty is directly attributable to the negligence or willful misconduct of the Jurisdiction or its employees. (c) All Acceptable Waste which is delivered or caused to be delivered by the Jurisdictions which is not accepted by the Company at the Facility or an Alternate Facility or which is rejected by the Company (other than pursuant to Section 3.2(a) shall constitute Diverted Waste and be counted in calculating the Minimum Annual Tonnage for all purposes of this Agreement. (d) In the event that (i) a Forced Outage lasts more than sixty (60) days and the Company is not diligently and promptly pursuing a Cure of such Forced Outage, or (ii) the Company fails to reimburse the Jurisdictions the Alternate Facility Costs within sixty (60) days following delivery of an invoice requesting payment, such event(s) shall automatically constitute an Event of Default on the part of the Company under this Agreement. (e) If, during a Billing Month, Acceptable Waste delivered by or on behalf of the Jurisdictions to the Facility or an Alternate Facility (in the case of a Forced Outage) is wrongfully rejected or, in accordance with Section 10.1(a), the Jurisdictions choose not to deliver Acceptable Waste to an Alternate Facility, then (i) the Jurisdictions shall not be obligated to pay the Company the Base Tipping Fee and the sum of the then applicable Unit Change in Law Cost(s) for such Tons of Diverted Waste wrongfully rejected by the Company (or such other Person in the case of an Alternate Facility) and (ii) the Company shall pay the Jurisdictions, within thirty (30) days after the end of the Billing Month, the positive difference, if any, between between (A) the actual costs incurred by or on behalf of the Jurisdictions, subject to Cost Substantiation, to transport and dispose of such Diverted Waste, including transportation, fuel, labor and disposal fees, costs and expenses (including the cost, plus ten (10%), of additional overtime incurred by Jurisdictions’ employees, and additional charges of contractor(s) of the Jurisdiction(s)) incurred by or on behalf of the Jurisdictions, and, (B) the product of (x) the Tons of such Diverted Waste, multiplied by (y) the sum of the Base Tipping Fee and the sum of the then applicable Unit Change in Law Costs for such Billing Month. Additionally, the Company shall pay the Jurisdictions, within thirty (30) days following the end of the Billing Month, the Residue Disposal Credit or the Residue Disposal Rebate, as applicable, and the Change in Law Credit, if any, as calculated in accordance with Sections 4.4 and 4.5(d), respectively.