# Proposed Final Judgment and Competitive Impact Statement > Briefs, arguments, decisions, and more. URL: https://www.frixlaw.com/law-library/documents/fr%3A98-24974 ## Record - **Collection:** Federal Register - **Document type:** Notice - **Published:** September 24, 1998 - **Citation:** 63 FR 51126 ## Text [Federal Register Volume 63, Number 185 (Thursday, September 24, 1998)] [Notices] [Pages 51126-51161] From the Federal Register Online via the Government Publishing Office [www.gpo.gov] [FR Doc No: 98-24974] [[Page 51125]] _______________________________________________________________________ Part II Department of Justice _______________________________________________________________________ Antitrust Division _______________________________________________________________________ Proposed Final Judgment and Competitive Impact Statement; Notice Federal Register / Vol. 63, No. 185 / Thursday, September 24, 1998 / Notices [[Page 51126]] DEPARTMENT OF JUSTICE Antitrust Division [Civ. No. 1:98 CV 1616] Proposed Final Judgment and Competitive Impact Statement Notice is hereby given pursuant to the Antitrust Procedures and Penalties Act, 15 U.S.C. sections 16(b)-(h), that a proposed Final Judgment, Hold Separate Stipulation and Order, and Competitive Impact Statement have been filed with the United States District Court for the Northern District of Ohio, Eastern Division, in United States and States of Ohio, Arizona, California, Colorado, Florida, Maryland, New York, Texas, Washington, and Wisconsin, and Commonwealths of Kentucky and Pennsylvania v. USA Waste Services, Inc., Dome Merger Subsidiary, and Waste Management, Inc. Civ. No. 1:98 CV 1616. On July 16, 1998, the United States and the listed eleven states and two commonwealths filed a Complaint, which alleged that USA Waste's proposed acquisition of Waste Management would violate Section 7 of the Clayton Act, 15 U.S.C. 18, by substantially lessening competition in commercial waste collection and/or municipal solid waste disposal in 21 geographic markets around the country, including: Akron, Canton, Cleveland and Columbus, OH; Allentown, Pittsburgh and Philadelphia, PA; Baltimore, MD; Denver, CO; Detroit, Flint and Northeast Michigan; Houston, TX; Los Angeles, CA; Louisville, KY; Miami and Gainesville, FL; Milwaukee, WI; New York, NY; Portland, OR; and Tucson, AZ. The proposed Final Judgment, filed the same day as the Complaint, requires that USA Waste and Waste Management divest commercial waste collection and/or municipal solid waste disposal operations in each of the geographic areas alleged in the Complaint. Public comment is invited within the statutory 60-day comment period. Such comments and responses thereto will be published in the Federal Register and filed with the Court. Comments should be directed to J. Robert Kramer, II, Chief, Litigation II Section, Antitrust Division, U.S. Department of Justice, 1401 H Street, NW, Suite 3000, Washington, D.C. 20530 [telephone: (202) 307-0924]. Constance K. Robinson, Director of Operations & Merger Enforcement. Hold Separate Stipulation and Order It is hereby stipulated and agreed by and between the undersigned parties, subject to approval and entry by the Court, that: I. Definitions As used in this Hold Separate Stipulation and Order: A. USA Waste means defendant USA Waste Services, Inc., a Delaware corporation with its headquarters in Houston, Texas, and includes its successors and assigns, and its subsidiaries (including Dome Merger Subsidiary), divisions, groups, affiliates, directors, officers, managers, agents, and employees. B. WMI means defendant Waste Management, Inc., A Delaware corporation with its headquarters in Oak Brook, Illinois, and includes its successors and assigns, and its subsidiaries, divisions, groups, affiliates, directors, officers, managers, agents, and employees. C. Relevant Disposal Assets means, unless otherwise noted, with respect to each landfill or transfer station listed and described herein, all tangible assets, including all fee and leasehold and renewal rights in the listed landfill or transfer station; the garage and related facilities; offices; landfill- or transfer station-related assets including capital equipment, trucks and other vehicles, scales, power supply equipment, interests, permits, and supplies; and all intangible assets of the listed landfill or transfer station, including landfill- or transfer station-related customer lists, contracts, and accounts, or options to purchase any adjoining property. Relevant Disposal Assets, as used herein, includes each of the following properties: 1. Landfills a. Akron/Canton, OH WMI's Countywide R&D Landfill, located at 3619 Gracement Street, SW, East Sparta, OH 44626, and known as the Countywide Landfill; b. Columbus, OH USA Waste's Pine Grove Landfill, located at 5131 Drinkle Road, SW, Amanda, OH 43102; c. Denver, CO USA Waste's Front Range Landfill, located at 1830 County Road 5, Erie, CO 80516-8005. d. Detroit, MI USA Waste's Carleton Farms Landfill, located at 28800 Clark Road, New Boston, MI; e. Flint, MI USA Waste's Brent Run Landfill, located at Vienna Road, Montrose Township, Genesee County, MI; f. Houston, TX USA Waste's Brazoria County Landfill, located at 10310 FM-523, Angleton, TX 77515; and g. Los Angeles, CA USA Waste's Chiquita Canyon Landfill, located at 29201 Henry Mayo Drive, Valencia, CA 91355; h. Louisville, KY USA Waste's Valley View Landfill, located at 9120 Sulphur Road, Sulphur, KY 40070; j. Milwaukee, WI USA Waste's Kestrel Hawk Landfill, located at 1989 Oakes Road, Racine, WI 53406; and WMI's Mallard Ridge Landfill, located at W. 8470 State Road 11, Delavan, WI 53315; k. New York, NY/Philadelphia, PA WMI's Modern Landfill & Recycling, located at 4400 Mt. Piscah Road, York, PA 17402, and known as the Modern Landfill; l. Northeast Michigan USA Waste's Whitefeather Landfill, located at 2401 Whitefeather Road, Pinconning, MI; and Elk Run Sanitary Landfill, located at 20676 Five Mile Highway, Onaway, MI; m. Pittsburgh, PA WMI's Green Ridge Landfill, located at 717 East Huntingdon Landfill Road, Scottdale, PA 15683, and variously known as the Green Ridge Landfill, the Y&S Landfill, or the Greenridge Reclamation Landfill; n. Portland, OR USA Waste's North WASCO Landfill, located at 2550 Steel Road, The Dalles, OR 97058; and 2. Transfer Stations a. Akron/Canton, OH WMI's Akron Central Transfer Station, located at 389 Fountain Street, Akron, OH; b. Baltimore, MD WMI's Southwest Resource Recovery Facility (known as Baltimore RESCO or BRESCO), located at 1801 Annapolis Road, Baltimore, MD 21230; Baltimore County Resource Recovery Facility, located at 10320 York Road, Cockeysville, MD; and Western Acceptance Facility, located at 3310 Transway Road, Baltimore, MD; [[Page 51127]] c. Cleveland, OH USA Waste's Newburgh Heights Transfer Station, located at 3227 Harvard Road, Newburgh Heights, OH 44105 (and known as the Harvard Road Transfer Station); and WMI's Strongsville Transfer Station, located at 16099 Foltz Industrial Parkway, Strongsville, OH; d. Columbus, OH WMI's Reynolds Road Transfer Station, located at 805 Reynolds Avenue, Columbus, OH 43201; e. Houston, TX USA Waste's Hardy Road Transfer Station, located at 18784 East Hardy, Houston, TX; f. Louisville, KY USA Waste's Poplar Level Road Transfer Station, located at 4446 Poplar Level Road, Louisville, KY; g. Miami, FL All USA Waste's operations related to its right, title, and interest in, or operation or, the Reuters Transfer Station Rights, as conveyed to Chambers Waste Systems of Florida, a subsidiary of USA Waste, pursuant to the Final Judgment in United States v. Reuter Recycling of Florida, Inc., 1996-1 Trade Cas. (CCH) para. 71,353 (D.D.C. 1996), a copy of which is attached to the proposed Final Judgment as Exhibit A; h. New York, NY WMI's SPM Transfer Station, located at 912 East 132nd Street, Bronx, NY 10452, and all rights and interests, legal or otherwise, the WMI now enjoys, has had or made use of out of the SPMT Transfer Station, to deliver waste by truck to rail siding at the Oak Point Rail Yard in the Bronx, NY, and at the Harlem River Yards facility, located at St. Ann's and Lincoln Avenues at 132nd Street, Bronx, NY 1045; and i. Philadelphia, PA USA Waste's Girard Point Transfer Station, located at 3600 South 26nd Street. Philadelphia, PA 19145; and USA Waste's Quick Way Inc. Municipal Waste Transfer Station, located at SE Corner, Bath and Orthodox Streets, Philadelphia, PA 19137. D. Relevant Hauling Assets, unless otherwise noted, means with respect to each commercial waste collection route or other hauling asset described herein, all tangible assets, including capital equipment, trucks and other vehicles, containers, interests, permits, supplies except real property and improvements to real property (i.e., buildings)]; and it includes all intangible assets, including hauling- related customers lists, contracts and accounts. Relevant Hauling Assets, as used herein, includes the assets in the following locations: 1. Akron, OH USA Waste's and American Waste Corporation's front-end loader truck (``FEL'') commercial routes that serve Summit County, Ohio; 2. Allentown, PA WMI's FEL commercial routes that serve the cities of Allentown and Northampton and Lehigh County, PA; 3. Cleveland, OH WMI's FEL commercial routes that serve Franklin County, Ohio; 5. Denver, CO USA Waste's FEL commercial routes that serve the City of Denver, and Denver and Arapaho County, CO; 6. Detroit, MI WMI's FEL commercial routes that serve the City of Detroit and Wayne County, MI; 7. Houston, TX WMI's FEL commercial routes that serve the City of Houston, the Dickinson area, and Harris County, TX; 8. Louisville, KY USA waste's FEL commercial routes that serve the City of Louisville and Jefferson County, KY; 9. Pittsburgh, PA WMI's FEL commercial routes that serve Allegheny County and Westmoreland County, PA, and the garage facility (real estate and improvements) located at the Y&S Landfill; 10. Portland, OR WMI's FEL commercial routes that serve the City of Portland, OR; 11. Tucson, AZ USA Waste's FEL commercial routes that serve the City of Tucson and Pima County, AZ; and 12. Gainesville, FL WMI's FEL commercial routes that serve Alachua County, FL. E. Hauling means the collection of nonhazardous waste from customers and the shipment of the collected waste to disposal sites. F. Waste means nonhazardous municipal solid waste. G. Disposal means the business of disposing of waste into approved disposal sites. H. Relevant area means the county in which the Relevant Hauling Assets or Relevant Disposal Assets are located and any adjacent city or county, except with respect to the Modern Landfill [see Section I(C)(1)(k)], for which the Relevant Area means Philadelphia, PA, and New York, NY. I. Relevant State means the state in which the Relevant Disposal Assets or Relevant Hauling Assets are located, provided however, that state is a party to this Final Judgment. With respect to the Modern Landfill [see Section I(C)(1)(k)], the Relevant State means the Commonwealth of Pennsylvania and the State of New York. II. Objectives The Final Judgment filed in this case in meant to ensure defendants' prompt divestitures of the Relevant Disposal Assets and the Relevant Hauling Assets for the purpose of establishing viable competitors in the waste disposal business or the commercial waste hauling business, or both, in the Relevant Areas to remedy the effects that plaintiffs allege would otherwise result from USA Waste's acquisition of WMI. This Hold Separate Stipulation and Order ensures, prior to such divestitures, that the Relevant Disposal Assets and the Relevant Hauling Assets are independent, economically viable, ongoing business concerns, and that competition is maintained during the pendency of the ordered divestitures. III. Jurisdiction and Venue The Court has jurisdiction over the subject matter of this action and over each of the parties hereto, and venue of this action is proper in the United States District Court for the Northern District of Ohio, Eastern Division. IV. Compliance With and Entry of Final Judgment A. The parties stipulate that a Final Judgment in the form hereto attached hereto as Exhibit A may be filed with and entered by the Court, upon the motion of any party or upon the Court's own motion, at any time after compliance with the requirements of the Antitrust Procedures and Penalties Act (15 U.S.C. Sec. 16), and without further notice to any party or other proceedings, provided that the United States has not withdrawn its consent, which it may do at any time before the entry of the proposed Final Judgment by serving notice thereof on defendants and by filing that notice with the Court. B. Defendants shall abide by and comply with the provisions of the proposed Final Judgment, pending the Judgment's entry by the Court, or until [[Page 51128]] expiration of time of all appeals of any Court ruling declining entry of the proposed Final Judgment, and shall, from the date of the signing of this Stipulation by the parties, comply with all the terms and provisions of the proposed Final Judgment as though the same were in full force and effect as an order of the Court. C. Defendants shall not consummate the transaction sought to be enjoined by the Complaint herein before the Court has signed this Stipulation and Order. D. This Stipulation shall apply with equal force and effect to any amended proposed Final Judgment agreed upon in writing by the parties and submitted to the Court. E. In the event (1) the United States has withdrawn its consent, as provided in Section IV(A) above, or (2) the proposed Final Judgment is not entered pursuant to this Stipulation, the time has expired for all appeals of any Court ruling declining entry of the proposed Final Judgment, and the Court has not otherwise ordered continued compliance with the terms and provisions of the proposed Final Judgment, then the parties are released from all further obligations under this Stipulation, and the making of this Stipulation shall be without prejudice to any party in this or any other proceeding. F. Defendants represent that the divestitures ordered in the proposed Final Judgment can and will be made, and that defendants will later raise no claim of hardship or difficulty as grounds for asking the Court to modify any of the divestiture contained therein. V. Hold Separate Provisions Until the divestitures required by the Final Judgment have been accomplished: A. Defendants shall preserve, maintain, and operate the Relevant Disposal Assets and the Relevant Hauling Assets as independent competitors with management, sales and operations held entirely separate, distinct and apart from those of defendants' other operations. Defendants shall not coordinate the marketing of, or sales by, any Relevant Disposal Asset or Relevant Hauling Asset with defendants' other operations. Within twenty (20) days after the filing of the Complaint, or thirty (30) days after the entry of this Order, whichever is later, defendants will inform plaintiffs of the steps defendants have taken to comply with this Hold Separate Stipulation and Order. B. Defendants shall take all steps necessary to ensure that (1) the Relevant Disposal Assets and Relevant Hauling Assets will be maintained and operated as independent, ongoing, economically viable and active competitors in the waste disposal business or waste hauling business, or both, in each Relevant Area; (2) management of the Relevant Disposal Assets and Relevant Hauling Assets will not be influenced by USA Waste; and (3) the books, records, competitively sensitive sales, marketing and pricing information, and decision-making concerning the Relevant Disposal Assets and Relevant Hauling Assets will be kept separate and apart from defendants' other operations. USA Waste's influence over the Relevant Disposal Assets and Relevant Hauling Assets shall be limited to that necessary to carry out USA Waste's obligations under this Order and the Final Judgment. C. Defendants shall use all reasonable efforts to maintain and increase the sales and revenues of the Relevant Disposal Assets and Relevant Hauling Assets, and shall maintain at 1997 or at previously approved levels, whichever are higher, all promotional, advertising, sales, technical assistance, marketing and merchandising support for the Relevant Disposal Assets and Relevant Hauling Assets. D. Defendants shall provide sufficient working capital to maintain the Relevant Disposal Assets and Relevant Hauling Assets as economically viable, and competitive ongoing businesses. E. Defendants shall take all steps necessary to ensure that the Relevant Disposal Assets and Relevant Hauling Assets are fully maintained in operable condition at no lower than their current capacity or sales, and shall maintain and adhere to normal repair and maintenance schedules for the Relevant Disposal Assets and Relevant Hauling Assets. F. Defendants shall not, except as part of a divestiture approved by plaintiffs, remove, sell, lease, assign, transfer, pledge or otherwise dispose of any of the Relevant Disposal Assets and Relevant Hauling Assets. G. Defendants shall maintain, in accordance with sound accounting principles, separate, accurate and complete financial ledgers, books and records that report on a periodic basis, such as the last business day of every month, consistent with past practices, the assets, liabilities, expenses, revenues and income of the Relevant Disposal Assets and Relevant Hauling Assets. H. Except as the ordinary course of business or as is otherwise consistent with this Hold Separate Stipulation and Order, defendants shall not hire, transfer, terminate, or otherwise alter the salary agreements for any USA Waste or WMI employee who, on the date of defendants' signing of this Hold Separate Stipulation and Order, either: (1) works at a Relevant Disposal Asset or Relevant Hauling Assets, or (2) is a member of management referenced in Section V(I) of this Hold Separate Stipulation and Order. I. Until such time as the Relevant Disposal Assets and Relevant Hauling Assets are divested pursuant to the terms of the Final Judgment, the Relevant Disposal Assets and Relevant Hauling Assets of WMI and USA Waste shall be managed by Donald Chappel. Mr. Chappel shall have complete managerial responsibility for the Relevant Disposal Assets and Relevant Hauling Assets of WMI and USA Waste, subject to the provisions of this Order and the Final Judgment. In the event that Mr. Chappel is unable to perform this duties, defendants shall appoint, subject to the approval of the United States, after consultation with the Relevant States, a replacement within ten (10) working days. Should defendants fail to appoint a replacement acceptable to the United States, after consultation with the Relevant State, within ten (10) working days the United States shall appoint a replacement. J. Defendants Shall take no action that would interfere with the ability of any trustee appointed pursuant to the Final Judgment to complete the divestitures pursuant to the Final Judgment to purchasers acceptable to the United States, after consultation with the Relevant State. K. This Hold Separate Stipulation and Order shall remain in effect until consummation of the divestitures contemplated by the Final Judgment or until further order of the Court. VI. Defendants' Expectations In consenting to the entry of this Final Judgment, each defendant has relied upon, as a material factor, its understanding of the hauling routes that it will be required to divest, as set forth in a letter from James. R. Weiss and Neal R. Stoll, counsel for defendants, dated July 14, 1998, and acknowledged by Anthony E. Harris, Antitrust Division, U.S. Department of Justice, counsel for the United States. Dated: July 16, 1998. For Plaintiff United States of America: Anthony E. Harris, Esquire U.S. Department of Justice, Antitrust Division, Litigation II Section, Suite 3000, Washington, DC 20005, (202) 307-6583. For Defendants [[Page 51129]] USA Waste Services, Inc. and Dome Merger Subsidiary James R. Weiss, Esquire Preston Gates Ellis & Rouvelas Meeds LLP, 1735 New York Avenue, NW, Washington, DC 20006-8425, (202) 662-8425. J. Defendants shall take no action that would interfere with the ability of any trustee appointed pursuant to the Final Judgment to complete the divestitures pursuant to the Final Judgment to purchasers acceptable to the United States, after consultation with the Relevant State. K. This Hold Separate Stipulation and Order shall remain in effect until consummation of the divestitures contemplated by the Final Judgment or until further order of the Court. VI. Defendants' Expectations In consenting to the entry of this Final Judgment, each defendant has relied upon, as a material factor, its understanding of the hauling routes that it will be required to divest, as set forth in a letter from James R. Weiss and Neal R. Stoll, counsel for defendants, dated July 14, 1998, and acknowledged by Anthony E. Harris, Antitrust Division, U.S. Department of Justice, counsel for the United States. Dated: July 16, 1998. For Plaintiff United States of America Anthony E. Harris, Esquire, U.S. Department of Justice, Antitrust Division, Litigation II Section, Suite 3000, Washington, DC 20005, (202) 307-6583. For Defendants USA Waste Services, Inc. and Dome Merger Subsidiary James R. Weiss, Esquire, Preston Gates Ellis & Rouvelas Meeds LLP, 1735 New York Avenue, NW, Washington, DC 20006-8425, (202) 662-8425. For Plaintiff State of Ohio Betty D. Montgomery, Attorney General. Doreen C. Johnson, Chief, Antitrust Section, Ohio Attorney General's Office, 30 East Broad Street, 16th Floor, Columbus, OH 43215, (614) 446-4328. For Plaintiff State of Arizona Grant Woods, Attorney General. 1275 West Washington, Phoenix, AZ 85007, (602) 542-7761 For Plaintiff State of California Daniel E. Lungren, Attorney General. Barbara Motz, Supervising Deputy Attorney General, 300 South Spring Street, Los Angeles, CA (213) 897-2691. For Plaintiff State of Colorado Gale A. Norton For Defendant Waste Management, Inc. Neal R. Stoll, Esquire, Skadden, Arpa, Slate, Meagher & Flom, 919 Third Avenue, New York, NY 10022-3897, (212) 735-3000. For Plaintiff State of Ohio Betty D. Montgomery, Attorney General. Doreen C. Johnson, Assistant Attorney General, Chief, Antitrust Section, Ohio Bar No. 0024725. Mitchell L. Gentile, Senior Attorney, Ohio Bar No. 0022274. Thomas G. Lingren, Assistant Attorney General, Ohio Bar No. 0039210. Ohio Attorney General's Office, 30 East Broad Street, 16th Floor, Columbus, OH 43215, (614) 466-4328 For Plaintiff State of Arizona Grant Woods, Attorney General. Nancy M. Bonnell, Assistant Attorney General, Arizona Bar No. 016382, Antitrust Unit, Civil Division, 1275 West Washington, Phoenix, AZ 85007, (602) 542- 7711, (602) 542-4801 (facsimile). For Defendant Waste Management Services, Inc. Neal R. Stoll, Esquire, Skadden, Arps, Slate, Meagher & Flom, 919 Third Avenue, New York, NY 10022-3897, (212) 735-3000. For Plaintiff State of California Daniel E. Lungren, Attorney General. Roderick E. Walston, Chief Assistant Attorney General. Barbara Motz, Acting Assistant Attorney General. Natalie S. Manzo, Deputy Attorney General, 300 South Spring Street, Room 5212, Los Angeles, CA 90013, (213) 897-2704. For Plaintiff State of Colorado Gale A. Norton, Attorney General. Jan Michael Zavislan, Colorado Bar No. 11636, First Assistant Attorney General. Maria E. Berkenkotter, Colorado Bar No. 16781, Assistant Attorney General. State Services Building, 1525 Sherman Street, 5th Floor, Denver, CO 80203, (303) 866-3613, (303) 866-5691 For Plaintiff State of Florida Robert A. Butterworth, Attorney General. Lizabeth A. Leeds, Douglas L. Kilby, Assistant Attorneys General, Antitrust Section, PL-01, The Capitol, Tallahassee, FL 32399-1050, (850) 414-3856. .For Plaintiff Commonwealth of Kentucky Albert B. Chandler III, Attorney General. David R. Vandeventer, Assistant Attorney General, Kentucky Bar No. 72790. Consumer Protection, 1024 Capital Center Drive, Frankfort, KY 40601-8204, (502) 573-2200 For Plaintiff State of Maryland J. Joseph Curran, Jr., Attorney General. Ellen S. Cooper, Assistant Attorney General, Chief, Antitrust Division. John R. Tennis, Assistant Attorney General. Office of the Attorney General 200 St. Paul Place, Suite 17, Baltimore, MD 21202-2021, (410) 576-6470 For Plaintiff State of Michigan Frank J. Kelley, Attorney General. Paul F. Novak, Assistant Attorney General, Consumer Protection Division, Franchise/ Antitrust Section, P.O. Box 30213, Lansing, MI 48909, (517) 373-7117. For Plaintiff State of New York Dennis C. Vacco, Attorney General. Stephen D. Houck, Assistant Attorney General in Charge. Richard E. Grimm, Assistant Attorney General, Antitrust Bureau, Office of the Attorney General, State of New York, 120 Broadway, Suite 26-01, New York, NY 10271, (212) 416-8271 Of Counsel: Kay Taylor, Assistant Attorney General. For Plaintiff Commonwealth of Pennsylvania D. Michael Fisher, Attorney General. James A. Donahue, III, Chief Deputy Attorney General. Garrett F. Gallia, Terry A. Lupia, Deputy Attorneys General. 14th Floor, Strawberry Square, Harrisburg, PA 17120, (717) 787- 4530 [[Page 51130]] For Plaintiff State of Texas Dan Morales, Attorney General. Mark Tobey, Kim Van Winkle, Assistant Attorneys General, P.O. Box 12548, Austin, TX 78711-2548, (512) 320-0975. For Plaintiff State of Washington Christine O. Gregoire, Attorney General. Jon P. Ferguson, Senior Counsel. Marta Lowy, Assistant Attorney General, Office of the Attorney General, 900 4th Avenue, Suite 2000, Seattle, WA 98164-1012, (206) 464-7744. For Plaintiff State of Wisconsin James E. Doyle, Attorney General of Wisconsin. Edwin J. Hughes, Assistant Attorney General, Wisconsin Department of Justice, P.O. Box 7857, Madison, WI 53707-7857, (608) 267-9487. Assistant Attorney General, Wisconsin Department of Justice, P.O. Box 7857, Madison, WI 53707-2818, (608) 264-9487 ORDER IT IS SO ORDERED by the Court, this ______ day of July, 1998. ---------------------------------------------------------------------- United States District Judge Final Judgment WHEREAS, plaintiffs, the United States of America, the State of Ohio, the State of Arizona, the State of California, the State of Colorado, the State of Florida, the Commonwealth of Kentucky, the State of Maryland, the State of Michigan, the State of New York, the Commonwealth of Pennsylvania, the State of Texas, the State of Washington, and the State of Wisconsin, and defendants USA Waste Services, Inc. (``USA Waste'') and Waste Management, Inc. (``WMI''), by their respective attorneys, having consented to the entry of this Final Judgment without trial or adjudication of any issue of fact or law herein, and without the Final Judgment constituting any evidence against or an admission by any party with respect to any issue of law or fact herein; And Whereas, defendants have agreed to be bound by the provisions of this Final Judgment pending its approval by the Court; And Whereas, the essence of the Final Judgment is the prompt and certain divestiture of the Relevant Disposal Assets and Relevant Hauling Assets to assure that competition is not substantially lessened; And Whereas, plaintiffs require defendants to make certain divestitures for the purpose of establishing one or more viable competitors in the waste disposal business, the commercial waste hauling business, or both in the specified areas; And Whereas, defendants have represented to the plaintiffs that the divestitures ordered herein can and will be made and that defendants will later raise no claims of hardship or difficulty as grounds for asking the Court to modify any of the divestiture provisions contained below; Now, Therefore, before the taking of any testimony, and without trial or adjudication of any issue of fact or law herein, and upon consent of the parties hereto, it is hereby Ordered, Adjudged, and Decreed as follows: I. Jurisdiction This Court has jurisdiction over each of the parties hereto and over the subject matter of this action. The Complaint states a claim upon which relief may be granted against defendants, as hereinafter defined, under Section 7 of the Clayton Act, as amended, 15 U.S.C. Sec. 18. II. Definitions As used in this Final Judgment: A. USA Waste means defendant USA Waste Services, Inc., a Delaware corporation with its headquarters in Houston, Texas, and includes its successors and assigns, and its subsidiaries (including Dome Merger Subsidiary), divisions, groups, affiliates, directors, officers, managers, agents, and employees. B. WMI means defendant Waste Management, Inc., a Delaware corporation with its headquarters in Oak Brook, Illinois, and includes its successors and assigns, and its subsidiaries, divisions, groups, affiliates, directors, officers, managers, agents, and employees. C. Relevant Disposal Assets means, unless otherwise noted, with respect to each landfill or transfer station listed and described herein, all tangible asses, including all fee and leasehold and renewal rights in the listed landfill or transfer station; the garage and related facilities; offices; landfill- or transfer station-related assets including capital equipment, trucks and other vehicles, scales, power supply equipment, interests, permits, and supplies; and all intangible assets of the listed landfill or transfer station, including landfill- or transfer station-related customer lists, contracts, and accounts, or options to purchase any adjoining property. Relevant Disposal Assets, as used herein, includes each of the following properties: 1. Landfills and Airspace Disposal Rights a. Akron/Canton, OH WMI's Countywide R&D Landfill, located at 3619 Gracemont Street, SW, East Sparta, OH 44626, and known as the Countywide Landfill; b. Columbus, OH USA Waste's Pine Grove Landfill, located at 5131 Drinkle Road, SW, Amanda, OH 43102; c. Denver, CO USA Waste's Front Range Landfill, located at 1830 County Road 5, Erie, CO 80516-8005; and at purchaser's option, a two-year waste supply agreement that would require defendants to dispose of a minimum of 150 tons/day of waste at the Front Range Landfill, at disposal fees to be negotiated between purchaser and defendants; d. Detroit, MI USA Waste' Carleton Farms Landfill, located at 28800 Clark Road, New Boston, MI, subject to two conditions, viz., USA Waste's obligations to (1) dispose of ash from the Greater Detroit Resource Recovery Center's incinerator at a separate monofill cell on this site pursuant to an existing contract, and (2) dispose of waste from the Greater Detroit Resource Recovery Center's bypass transfer station at this landfill, until defendants transfer such obligation to another landfill, which they shall use their best efforts to accomplish expeditiously; e. Flint, MI USA Waste's Brent Run Landfill, located at Vienna Road, Montrose Township, Genesee County, MI; f. Houston, TX (1) USA Waste's Brazoria County Landfill, located at 10310 FM-523, Angleton, TX 77515; and (2) Airspace disposal rights at WMI's Security Landfill, located at 19248 Highway 105E, Cleveland, TX, or WMI's Atascocita Landfill, located at 2020 Atascocita Road, Humble, TX, or both, pursuant to which defendants will sell to one or more purchasers rights to dispose of at least 3.0 million tons of waste, over a ten-year period, under the following minimum terms and conditions: (a) The purchaser (or all purchasers combined), or their designee(s), may dispose of up to 360,000 tons of waste/year, or a maximum of 1,200 tons of waste/day, at either, or both of, WMI's Security or Atascocita landfills. If more than one person purchases the airspace [[Page 51131]] disposal rights, the minimum annual and daily disposal rates for each purchaser shall be specified in its purchase agreement, and the total of all purchasers' maximum disposal amounts shall be no less than 360,000 tons/year and 1,200 tons/day; (b) For each purchaser of airspace rights (or their designee), defendants must commit to operate the Atascocita Landfill and Security Landfill gates, scale houses, and disposal areas under terms and conditions no less favorable than those provided to defendants' own vehicles or to the vehicles of any municipality in the metropolitan Houston area, except as to price and credit terms; (c) At the end of the first five years of the agreement, the purchaser or purchasers will have been considered to have used a minimum of 1.4 million tons of airspace and can have no more than 1.6 million tons left to use under the purchase agreements. If there is more than one purchaser of the airspace, the minimum amounts used during the first five years shall be specified in their purchase agreements, but the total amount shall be no more than 1.4 million tons; and (d) At the end of the first seven years of the agreement, the purchaser (or purchasers) will have been considered to have used a minimum of 2.0 million tons of airspace and can have no more than 1.0 million tons left to use under the purchase agreements. If there is more than one purchaser of the airspace, the minimum amount used during the first five years shall be specified in their purchase agreements, but the total amount shall be no more than 2.0 million tons; g. Los Angeles, CA USA Waste's Chiquita Canyon Landfill, located at 29201 Henry Mayo Drive, Valencia, CA 91355; h. Louisville, KY USA Waste's Valley View Landfill, located at 9120 Sulphur Road, Sulphur, KY 40070; i. Miami, FL Airspace disposal rights at USA Waste's Okeechobee Landfill, controlled by a subsidiary of USA Waste, and located at 10800 NE 128th Avenue, Okeechobee, FL 34972, pursuant to which defendants will sell a total of 4.3 million tons of airspace, over a 20-year time period, to one or more purchasers, under the following minimum terms and conditions: (1) The right to dispose of a maximum of 1.8 million tons of South Florida Waste, over a 20-year time period, as follows: (a) The purchaser (or purchasers) must commit to dispose of no more than 600 tons/day, of South Florida Waste; (b) The total amount of airspace used in each year may not exceed 150,000 tons; and (2) Three options for additional airspace at Okeechobee Landfill, exercisable at the sole discretion of the purchaser of the airspace disposal rights, as follows: (a) First Options: The right to dispose of an additional 1.0 million tons of South Florida Waste at the Okeechobee Landfill, for the remaining term of the agreement, as follows: (i) The amount of airspace used each weekday must be at least 500 tons, but not more than 800 tons (including tonnage disposed of under prior air space commitments); and (ii) The amount of airspace used in the year the option is exercised, and in each succeeding year over the term of the agreement, may not exceed 225,000 tons (including tonnage disposed of under prior air space commitments); (b) Second Option: Exercisable at any time after the second anniversary of the agreement, and after exercise of the first option, the right to dispose of an additional 1.0 million tons of South Florida Waste at the Okeechobee Landfill, for the remaining term of the agreement, as follows: (i) The amount of airspace used each weekday must be at least 600 tons, but not more than 1,000 tons/day (including tonnage disposed of under prior air space commitments); and (ii) The amount of airspace used in the year Option Two is exercised and in each succeeding year of the life of the rights may not exceed 300,000 tons (including tonnage disposed of under prior air space commitments); and (c) Third Option: Exercisable any time after the fifth anniversary of the agreement, and after exercise of the second option, the right to dispose of an additional 500,000 tons of South Florida Waste, for the remaining term of the agreement, as follows: (i) The amount of airspace used must be at least 600 tons/weekday, but may not exceed 1,100 tons/weekday, (including tonnage disposed of under prior air space commitments); (ii) The amount of airspace used in the year the third option is exercised, and in each succeeding year of the life of the rights may not exceed 300,000 tons/year (including tonnage disposed of under prior air space commitments); provided, that in any event, (d) The Okeechobee Landfill Rights shall expire when the purchaser has used the maximum tonnages available under the rights and exercised options, or twenty years from the date of purchase of the rights, whichever is sooner; and (e) For each purchaser of airspace rights (or its designee), defendants must commit to operate the Okeechobee Landfill, and its gate, scale house, and disposal area under terms and conditions no less favorable than those provided to defendant's own vehicles or to the vehicles of any municipality in Florida, except as to price and credit terms; j. Milwaukee, WI USA Waste's Kestrel Hawk Landfill, located at 1989 Oakes Road, Racine, WI 53406; and WMI's Mallard Ridge Landfill, located at W. 8470 State Road 11, Delavan, WI 53115; k. New York, NY/Philadephia, PA WMI's Modern Landfill & Recycling, located at 4400 Mt. Piscah Road, York, PA 17402, and know as the Modern Landfill; l. Northeast Michigan USA Waste's Whitefeather Landfill, located at 2401 Whitefeather Road, Pinconning, MI; and Elk Run Sanitary Landfill, located at 20676 Five Mile Highway, Onaway, MI; m. Pittsburgh, PA WMI's Green Ridge Landfill, located at 717 East Huntingdon Landfill Road, Scottdale, PA 15683, and variously known as the Green Ridge Landfill, the Y&S Landfill, or the Greenridge Reclamation Landfill; n. Portland, OR USA Waste's North WASCO Landfill, located at 2550 Steele Road, The Dalles, OR 97058; and 2. Transfer Stations, Disposal Rights and Throughput Agreements a. Akron/Canton, OH Throughput disposal rights of a maximum of 400 tons/day of waste, for a ten-year time period, at WMI's Akron Central Transfer Station, located at 389 Fountain Street, Akron, OH, under the following terms and conditions: (1) The purchaser (or its designee) can deliver waste to the Akron Central Transfer Station for processing and, at the purchaser's option, load the processed waste into the purchaser's (or its designee's) vehicles for disposal; (2) For each purchaser of such disposal rights (or its designee), defendants must commit to operate the listed Akron Central Transfer Station's gate, scale house, and disposal area [[Page 51132]] under terms and conditions no less favorable than those provided to defendants' own vehicles or to the vehicles of any municipality in Ohio, except as to price and credit terms; b. Baltimore, MD Disposal rights of at least 600 tons of waste/day, pursuant to which defendants will sell to one or more purchasers rights to dispose, for a five-year time period, under the following terms and conditions: (1) The purchaser(s) or its designee(s) may dispose of waste at any one or any combination of the following facilities, as specified in its purchase agreement: Southwest Resource Recovery Facility (known as Baltimore RESCO or BRESCO), located at 1801 Annapolis Road, Baltimore, MD 21230; Baltimore County Resource Recovery Facility, located at 10320 York Road, Cockeysville, MD; Western Acceptance Facility, located at 3310 Transway Road, Baltimore, MD; or Annapolis Junction Transfer Station, located at 8077 Brock Bridge Road, Jessup, MD 20794. If more than one person purchases the disposal rights, the minimum daily disposal rates, and the total of all purchasers' maximum disposal amounts at all facilities specified shall be no less than 600 tons/day; (2) For each purchaser of disposal rights (or its designee), defendants must commit to operate the listed Baltimore, MD area facilities' gates, scale houses, and disposal areas under terms and conditions no less favorable than those provided to defendants' own vehicles or to the vehicles of any municipality in Maryland, except as to price and credit terms; c. Cleveland, OH At purchaser's option, either USA Waste's Newburgh Heights Transfer Station, located at 3227 Harvard Road, Newburgh Heights, OH 44105 (and known as the Harvard Road Transfer Station); or all of WMI's right, title and interest in the Strongsville Transfer Station, located at 16099 Foltz Industrial Parkway, Strongsville, OH; provided, however, that the City of Strongsville, owner of the transfer station, approves such sale or assignment. Defendants will exercise their best efforts to secure the assignment to the purchaser of all their rights, title and their interests in the Strongsville Transfer Station, and in the event the purchaser selects Strongsville, defendants will not reacquire any right, title or interest in the Strongsville transfer station. If the contract is not assigned, defendants will enter into a disposal rights agreement with the purchaser (or purchasers), which will provide, in effect, that the purchaser(s) will enjoy all disposal rights and privileges now enjoyed by defendants at the Strongsville Transfer Station, and that defendants will operate the facility's gate, scale house, and disposal areas under terms and conditions no less favorable than those provided to defendants' own vehicles or to the vehicles of any municipality in Ohio, except as to price and credit terms; d. Columbus, OH WMI's Reynolds Road Transfer Station, located at 805 Reynolds Avenue, Columbus, OH 43201; e. Detroit, MI WMI's Detroit Transfer Station, located at 12002 Mack Avenue, Detroit, MI 48215; f. Houston, TX USA Waste's Hardy Road Transfer Station, located at 18784 East Hardy, Houston, TX; g. Louisville, KY USA Waste's Poplar Level Road Transfer Station, located at 4446 Poplar Level Road, Louisville, KY: h. Miami, FL All USA Waste's right, title, and interest in the Reuters Transfer Station Rights, as conveyed to Chambers Waste Systems of Florida, a subsidiary of USA Waste, pursuant to the Final Judgment in United States v. Reuter Recycling of Florida, Inc., 1996-1 Trade Cas. (CCH) para. 71,353 (D.D.C. 1996), a copy of which is attached as Exhibit A; i. New York, NY (1) WMI's SPM Transfer Station, located at 912 East 132nd Street, Bronx, NY 10452, and all rights and interest, legal or otherwise, that WMI now enjoys, has had or made use of out of the SPM Transfer Station, to deliver waste by truck to rail siding at the Oak Point Rail Yard in the Bronx, NY, and at the Harlem River Yards facility, located at St. Ann's and Lincoln Avenue at 132nd Street, Bronx, NY 10454; (2) All right, title, and interest in USA Waste's pending application to construct and operate a waste transfer station located at 2 North 5th Street, Brooklyn, NY 11211, and known as the Nekboh Transfer Station; and (3) USA Waste's all City Transfer Station, located at 246-252 Plymouth Street, Brooklyn, NY 11202; and (4) WMI's Brooklyn,Transfer Station, located at 485 Scott Avenue, Brooklyn, NY 12222, but only in the event that USA Waste's Nekboh Transfer Station has not been licensed or permitted to accept waste within one year from the date of entry of the Final Judgment; and j. Philadelphia, PA USA Waste's Girard Point Transfer Station, located at 3600 South 25th Streets, Philadelphia, PA 19145; and USA Waste's Quick Way Inc. Municipal Waste Transfer Station, located at SE Corner, Bath and Orthodox Streets, Philadelphia, PA 19137, subject to the conditions that (1) the existing City of Philadelphia waste contract is transferred to a WMI transfer station, which defendants must use their best efforts to accomplish, and (2) until such transfer is effected, USA Waste will be granted through put capacity at the Quick Way Transfer Station to handle this contract. D. ``Relevant Hauling Assets,'' unless otherwise noted, means with respect to each commercial waste collection route or other hauling asset described herein, all tangible assets, including capital equipment, trucks and other vehicles, containers, interest, permits, supplies [except real property and improvements to real property (i.e., buildings)] and it includes all intangible assets, including hauling- related customer lists, contract, and accounts. Relevant hauling Assets, as used herein, includes the assets in the following locations: 1. Akron, OH USA Waste's and American Waste Corporation's front-end loader truck (``FEL'') commercial routes that serve the City of Akron and Summit County, Ohio; 2. Allentown, PA WMI's FEL commercial routes that serve the cities of Allentown and Northampton and Lehigh County, PA; 3. Cleveland, OH WMI's FEL commercial routes that serve the City of Cleveland and Cuyahoga County, Ohio (not including the northwestern quadrant); 4. Columbus, OH WMI's FEL commercial routes that serve Franklin County, Ohio; 5. Denver, CO USA Waste's FEL commercial routes that serve the City of Denver, and Denver and Arapahoe County, CO; 6. Detroit, MI WMI's FEL commercial routes that serve the City of Detroit and Wayne County, MI; [[Page 51133]] 7. Houston, TX WMI's FEL commercial routes that serve the City of Houston, the Dickinson area, and Harris County, TX; 8. Louisville, KY USA Waste's FEL commercial routes that serve the City of Louisville and Jefferson Country, KY; 9. Pittsburgh, PA WMI's FEL commercial routes that serve Allegheny County and Westmoreland County, PA, and the garage facility (real estate and improvements) located at the Y&S Landfill; 10. Portland, OR WMI's FEL commercial routes that serve the City of Portland, OR; 11. Tucson, AZ USA Waste's FEL commercial routes that serve the City of Tucson and Pima County, AZ; and 12. Gainesville, FL WMI's FEL commercial routes that serve Alachua County, FL. E. Hauling means the collection of waste from customers and the shipment of the collected waste to disposal sites. Hauling, as used herein, does not include collection of roll-off containers. F. Waste means municipal solid waste. G. Disposal means the business of disposing of waste into approved disposal sites. H. Relevant Area means the county in which the Relevant Hauling Asset or Relevant Disposal Assets are located and any adjacent city or county, except with respect to the Modern Landfill [see Section II(C)(1)(k)], for which the Relevant Area means Philadelphia, PA, and New York, NY. I. Relevant State means the state in which the Relevant Disposal Assets or Relevant Hauling Assets are located, provided however, that stat is a party to this Final Judgment. With respect to the Modern Landfill [see Section II(C)(1)(k)], the Relevant State means the Commonwealth of Pennsylvania and the State of New York. With respect to Section VII, the Relevant State means each state in which the disposal or hauling assets to be acquired are located, provided that state is a party to this Final Judgment. J. South Florida Waste means waste collected, or delivered directly from a transfer station located, in Broward, Dade or Monroe County, FL. III. Applicability A. The provisions of this Final Judgment apply to defendants, their successors and assigns, subsidiaries, directors, officers, managers, agents, and employees, and all other persons in active consent or participation with any of them who shall have received actual notice of this Final Judgment by personal service or otherwise. B. Defendants shall require, as a condition of the sale or other disposition of all or substantially all of its assets, or of a lesser business unit that includes defendants' hauling or disposal businesses in any Relevant Area, that the acquiring party or parties agree to be bound by the provisions of this Final Judgment. IV. Divestitures A. With the exception of the Brooklyn Transfer Station (Section II(C)(2)(i)(4)), defendants are hereby ordered and directed, in accordance with the terms of this Final Judgment, within one hundred and twenty (120) calendar days after the filing of the Complaint in this matter, or five (5) days after notice of the entry of this Final Judgment by the Court, whichever is later, to sell all Relevant Disposal Assets and Relevant Hauling Assets as viable, ongoing businesses to a purchaser or purchasers acceptable to the United States, in its sole discretion, after consultation with the Relevant State. B. In the event that USA Waste's Nekboh Transfer Station has not been licensed or permitted to accept waste within one year from the date of entry of the Final Judgment, defendants are hereby ordered and directed, in accordance with the terms of Sections II, IV, V and VI of this Final Judgment, within one hundred and twenty (120) calendar days after such anniversary date, to sell WMI's Brooklyn Transfer Station, located at 485 Scott Avenue, Brooklyn, NY 12222, as a viable, ongoing businesses to a purchaser or purchasers acceptable to the United States, in its sole discretion, after consultation with the Relevant State. C. Defendants shall sue their best efforts to accomplish the diversitures ordered by this Final Judgment as expenditously and timely as possible. The United States, in its sole discretion, after consultation with the Relevant State, may extend the time period for any divestiture an additional period of time, not to exceed sixty (60) calendar days. D. In accomplishing the divestitures ordered by this Final Judgment, defendants promptly shall make known by usual and customary means, the availability of the Relevant Disposal Assets and the Relevant Hauling Assets. Defendants shall inform any person making an inquiry regarding a possible purchase that the sale is being made pursuant to this Final Judgment and provide such person with a copy of this Final Judgment. Defendants shall also offer to furnish to all bona fide prospective purchasers, subject to customary confidentiality assurances, all information regarding the Relevant Disposal Assets and Relevant Hauling Assets customarily provided in a due diligence process except such information subject to attorney-client privilege or attorney work-product privilege. Defendants shall make available such information to the plaintiffs at the same time that such information is made available to any other person. E. Defendants shall not interfere with any negotiations by any purchaser to employ any USA Waste (or former WMI) employee who works at, or whose primary responsibility concerns, any disposal or hauling business that is part of the Relevant Disposal Assets or Relevant Hauling Assets. F. Defendants shall permit prospective purchasers of the Relevant Disposal Assets or Relevant Hauling Assets to have access to personnel and to any and all environmental, zoning, and other permit documents and information, and to make inspection of the Relevant Disposal Assets and Relevant Hauling Assets and of any and all financial, operational, or other documents and information customarily provided as part of a due diligence process. G. With the exception of the facilities described in Sections II(C)(2)(e), (h) and (i)(2), defendants shall warrant to each purchaser of Relevant Disposal Assets or Relevant Hauling Assets that each asset will be operational on the date of sale. H. Defendants shall not take any action, direct or indirect, that will impede in any way the operation of the Relevant Disposal Assets or Relevant Hauling Assets. I. Defendants shall warrant to each purchaser of Relevant Disposal Assets or Relevant Hauling Assets that there are no material defects in the environmental, zoning, or other permits pertaining to the operation of each asset, and that defendants will not undertake, directly or indirectly, following the divestiture of each asset, any challenges to the environmental, zoning, or other permits or applications for permits or licenses pertaining to the operation of the asset. J. Unless the United States, after consultation with the Relevant State, otherwise consents in writing, the divestitures pursuant to Section IV, or by trustee appointed pursuant to Section V of this Judgment, shall [[Page 51134]] include all Relevant Disposal Assets and Relevant Hauling Assets and be accomplished by selling or otherwise conveying each asset to a purchaser in such a way as to satisfy the United States, in its sole discretion, after consultation with the Relevant State, that the Relevant Disposal Assets or Relevant Hauling Assets can and will be used by the purchaser as part of a viable, ongoing business or businesses engaged in waste disposal or hauling. The divestitures, whether pursuant to Section IV or Section V of this Final Judgment, shall be made to a purchaser (or purchasers) for whom it is demonstrated to the United States sole satisfaction, after consultation with the Relevant State, that: (1) the purchaser(s) has the capability and intent of competing effectively in the waste disposal or hauling business in the Relevant Area; (2) the purchaser(s) has the managerial, operational, and financial capability to compete effectively in the waste disposal or hauling business in the Relevant Area; and (3) none of the terms of any agreement between the purchaser and defendants gives any defendant the ability unreasonably to raise the purchaser's costs, lower the purchaser's efficiency, or otherwise interfere in the ability of the purchaser to compete effectively in the Relevant Area. K. A purchaser of any Relevant Disposal Assets or Relevant Hauling Assets under this Final Judgment must demonstrate to the satisfaction of the United States, after consultation with the Relevant State, that the purchaser will comply with any and all applicable federal, state and local environmental and licensing laws. L. Defendants may enter into an agreement, after review and approval of the United States, in its sole discretion, after consultation with the Relevant State, with a purchaser or purchasers of the Chiquita Canyon, Brazoria or Carleton Farms landfills (see Sections II (C)(1)(g), (f) and (d) for disposal of commercially acceptable waste collected or transferred from defendants' own route operations. V. Appointment of Trustee A. In the event that defendants have not sold the Relevant Disposal Assets or Relevant Hauling Assets within the time specified in Section IV of this Final Judgment, the Court shall appoint, on application of the United States, a trustee selected by the United States, to effect the divestiture of each Relevant Disposal Asset or Relevant Hauling Asset not sold. B. After the appointment of a trustee becomes effective, only the trustee shall have the right to sell the Relevant Disposal Assets or Relevant Hauling Assets described in Sections II (C) and (D) of this Final Judgment. The trustee shall have the power and authority to accomplish any and all divestitures at the best price than obtainable upon a reasonable effort by the trustee, subject to the provisions of Section IV, VI, and IX of this Judgment, and shall have such others powers as the Court shall deem appropriate. Subject to Section V(C) of this Judgment, the trustee shall have the power and authority to hire at the cost and expense of defendants any investment bankers, attorneys, or other agents reasonably necessary in the judgment of the trustee to assist in the divestitures, and such professionals and agents shall be accountable solely to the trustee. To assist in the sale of the Brent Run Landfill, described in Section II(C)(1)(e) of this Judgment, the trustee also shall have the power and authority to commit defendants to supply waste from defendant's routes in the Relevant Area to that landfill for up to a five-year time period at the best disposal price than obtainable upon reasonable effort by the trustee. The trustee shall have the power and authority to accomplish the divestitures at the earliest possible time to a purchaser or purchasers acceptable to the United States, in its sole discretion, after consultation with the Relevant State, and shall have such other powers as this Court shall deem appropriate. Defendants shall not object to a sale by the trustee on any ground other than the trustee's malfeasance. Any such objections by defendants must be conveyed in writing to the United States and the Relevant State and trustee with ten (10) calendar days after the trustee has provided the notice required under Section VI of this Final Judgment. C. The trustee shall serve at the cost and expense of defendants, on such terms and conditions as the Court may prescribe, and shall account for all monies derived from the sale of each Relevant Disposal Asset or Relevant Hauling Asset sold by the trustee and all costs and expenses so incurred. After approval by the Court of the trustee's accounting, including fees for its services and those of any professionals and agents retained by the trustee, all remaining money shall be paid to defendants and the rust shall then be terminated. The compensation of such trustee and of any professionals and agents retained by the trustee shall be reasonable in light of the value of the divested business and based on a fee arrangement providing the trustee with an incentive based on the price and terms of the divestiture and the speed with which it is accomplished. D. Defendants shall use their best efforts to assist the trustee in accomplishing the required divestitures, including best efforts to effect all necessary regulatory approvals. The trustee and any consultants, accountants, attorneys, and other persons retained by the trustee shall have full and complete access to the personnel, books, records, and facilities of the businesses to be divested, and defendants shall develop financial or other information relevant to the businesses to be divested customarily provided in a due diligence process as the trustee may reasonably request, subject to customary confidentiality assurances. Defendants shall permit bona fide prospective purchasers of each Relevant Disposal Asset or Relevant Hauling Asset to have reasonable access to personnel and to make such inspection of physical facilities and any and all financial, operational or other documents and other information as may be relevant to the divestitures required by this Final Judgment. E. After its appointment, the trustee shall file monthly reports with the parties and the Court setting forth the trustee's efforts to accomplish the divestitures ordered under this Final Judgment; provided, however, that to the extent such reports contain information that the trustee deems confidential, such reports shall not be filed in the public docket of the court. Such reports shall include the name, address and telephone number of each person who, during the preceding month, made an offer to acquire, expressed an interest in acquiring, entered into negotiations to acquire, or was contacted or made an inquiry about acquiring, any interest in the business to be divested, and shall describe in detail each contact with any such person during that period. The trustee shall maintain full records of all efforts made to sell the businesses to be divested. F. If the trustee has not accomplished such divestitures within six (6) months after its appointment, the trustee thereupon shall file promptly with the Court a report setting forth (1) the trustee's efforts to accomplish the required divestitures, (2) the reasons, in the trustee's judgment, why the required divestitures have not been accomplished, and (3) the trustee's recommendations; provided, however, that to the extent such reports contain information that the trustee deems confidential, such reports shall not be filed in the public docket of the Court. The trustee shall at the same time [[Page 51135]] furnish such report to the parties, who shall each have the right to be heard and to make additional recommendations consistent with the purpose of the trust. The Court shall enter thereafter such orders as it shall deem appropriate in order to carry out the purpose of the trust which may, if necessary, include extending the trust and the term of the trustee's appointment by a period requested by the United States. VI. Notice of Proposed Divestitures Within two (2) business days following execution of a definitive agreement, contingent upon compliance with the terms of this Final Judgment, to effect, in whole or in part, any proposed divestiture pursuant to Sections IV or V of this Final Judgment, defendants or the trustee, whichever is then responsible for affecting the divestiture, shall notify the United States and the Relevant State of the proposed divestiture. If the trustee is responsible, it shall similarly notify defendants. The notice shall set forth the details of the proposed transaction and list the name, address, and telephone number of each person not previously identified who offered to, or expressed an interest in or a desire to, acquire any ownership interest in the business to be divested that is the subject of the binding contract, together with full details of same. Within fifteen (15) calendar days of receipt by the United States and the Relevant State of such notice, the United States, in its sole discretion, after consultation with the Relevant State, may request from defendants, the proposed purchaser, or any other third party additional information concerning the proposed divestiture and the proposed purchaser. Defendants and the trustee shall furnish any additional information requested from them within fifteen (15) calendar days of the receipt of the request, unless the parties shall otherwise agree. Within thirty (30) calendar days after receipt of the notice [or within twenty (20) calendar days after the United States and the Relevant State have been provided the additional information requested from defendants, the proposed purchaser, and any third party, whichever is later], the United States, after consultation with the Relevant State, shall provide written notice to defendant and the trustee, if there is one, stating whether or not it objects to the proposed divestiture. If the United States provides written notice to defendants (and the trustee, if applicable) that it does not object, then the divestiture may be consummated, subject only to defendants' limited right to object to the sale under Section V(B) of this Final Judgment. Upon objection by the United States, a divestiture proposed under Section IV or Section V of this Final Judgment shall not be consummated. Upon objection by defendants under the provision in Section V(B), a divestiture proposed under Section V shall not be consummated unless approved by the Court. VII. Notice of Future Acquisitions A. Defendants shall provide each Relevant State with 30 days' written notice (which period may be shortened by permission of the Relevant State) before acquiring, directly or indirectly, any interest in any business, assets (other than in the ordinary course of business), capital stock, or voting securities of any person that, at any time during the twelve (12) months immediately preceding such acquisition, was engaged in waste disposal or small containerized solid waste hauling in any area listed in Section VII(B), where that person's annual revenues from waste disposal or small containerized solid waste hauling in the area were in excess of $500,000 annually, or its total revenues were in excess of $,000,000 annually. B. The notice provisions set forth in Section VII (A) above apply whenever defendants seek to acquire any interest in any business, assets (other than in the ordinary course of business), capital stock, or voting securities of any person that was engaged in waste disposal or small containerized solid waste hauling in any of the following areas: ------------------------------------------------------------------------ Area of which defendants must provide Relevant state relevant state notice of future acquisitions ------------------------------------------------------------------------ Arizona...................... Pima Co. (hauling and disposal). California................... Los Angeles and Riverside (hauling and disposal); Ventura and Orange Co. (disposal only). Colorado..................... Boulder and Denver Co. (hauling and disposal). Florida...................... Brevard, Alachua, Marion, Orange, Osceola, Seminole, Lee, Charlotte, Sarsota, Putnam, Volusia and Flagler Co. (hauling and disposal). Kentucky..................... Jefferson and Oldham Co. (hauling and disposal). Maryland..................... Baltimore City, Baltimore, Anne Arundel, Hartford, Carroll, Howard, Montgomery, and Prince George's Co. (hauling and disposal). Michigan..................... Wayne, Macomb, and Oakland Co. (hauling and disposal); Genessee, Shiiawassee, Saginaw, Bay, Midland, Wexford, Manistee and Montmorency Co. (disposal only). New York..................... New York, Bronx, Kings, Queens, and Richmond Co. (disposal only). Ohio......................... Ashtabula, Cuyahoga, Delaware, Fairfield, Franklin, Geauga, Lake Licking, Lorain, Lucas, Mahoning, Medina, Pickaway, Portage, Stark, Summit, Trumbull, and Wood Co. (hauling and disposal); Carroll, Columbiana, Coshocton, Holmes, Knox, Madison, Tuscarawas, Union and Wayne Co. (disposal only). Pennsylvania................. Allegheny, Westmoreland, Washington, Beaver, Butler, Lehigh, Northampton, Dauphin, Cumberland, and Perry Co. (hauling and disposal); Philadelphia, Bucks, Montgomery, and Delaware Co. (disposal only). Texas........................ Brazoria, Chambers, Ft. Bend, Galveston, Harris, Liberty, Montgomery, Walker and Waller Co. (hauling and disposal). Washington................... Cowlitz and Clark Co. (hauling and disposal). Wisconsin.................... Milwaukee, Waukesha, Racine, Washington, Kenosha, Ozaukee, Walworth, Jefferson and Dane Co. (disposal only). ------------------------------------------------------------------------ C. For purposes of this Section VII, the term ``small containerized solid waste hauling'' means the provision of solid waste hauling service to commercial customers by providing the customer with a one to ten cubic yard container, which is picked up mechanically using a frontload, rearload or sideload truck, and excludes hand pick-up service, and service using a compactor attached to or part of a container. [[Page 51136]] VIII. Defendants' Additional Obligations Defendants are hereby ordered and directed to, in accordance with the terms of this Final Judgment: A. Offer to extend, for an additional ten-year time period, the Solid Waste Service Agreement, dated August 8, 1996, by and between the Northeast Maryland Waste Disposal Authority and USA Waste's subsidiary, Garnet of Maryland, Inc. (attached hereto as Exhibit B), for the disposal of Anne Arundel County, MD and Howard County, MD waste at the Annapolis Junction Transfer Station; B. Use their best efforts, prior to its divestiture, to obtain any and all licenses and permits to open and operate USA Waste's Nekboh Transfer Station, described in Section II(C)(2)(i)(2); and for a five- year period following such divestiture, to cooperate and assist the purchaser in obtaining any and all licenses or permits required to operate Nekboh Transfer Station and to refrain from opposing any application by the purchaser to obtain a license or permit to expand the Nekboh Transfer Station; C. For a one-year period following entry of this Final Judgment, refrain from opposing any application by any person for permit or license to operate any waste transfer station in any borough of the City of New York, NY; D. For a five-year period following entry of this Final Judgment, refrain from opposing any application by any person to obtain a license or permit to expand the remaining capacity or the average daily capacity of the Emerald Park Landfill, Glacier Ridge Landfill, or Valley Meadows Landfill, in the Greater Milwaukee, WI area; E. Refrain from reacquiring any interest in any Relevant Disposal Assets or Relevant Hauling Assets divested pursuant to the terms of this Final Judgment, without prior written notice to, and written consent of, the Untied States and the Relevant State; F. Refrain from conditioning the sale of any landfill pursuant to this Final Judgment on any understanding, agreement or commitment, written or understood, that the purchaser (or purchasers) will agree to sell airspace or otherwise permit defendants to dispose of waste in that landfill; provided, however, that USA Waste's Carleton Farms Landfill may be divested subject to USA Waste's obligation to dispose of ash from the Greater Detroit Resource Recovery Center's incinerator at a separate monofill cell on the Carleton Farms Landfill site; G. Refrain from taking any action to enforce any agreement or understanding that would prohibit any person from competing in Alachua or Marion County, FL: provided, however, that this provision shall not apply to a current or former employee of defendants (other than any employee who may be responsible in any way for route operations subject to divestiture under Sections II(D)(12), IV and V of this Judgment); and H. Provide access to the gate, scale house and disposal area of the WMI Tucson transfer station, located at 5200 West Ina, Tucson, AZ, under terms and conditions no less favorable than those provided to defendants' own vehicles or to the vehicles of any county or municipality in Arizona. IX. Affidavits A. Within twenty (20) calendar days of the filing of the Final Judgment in this matter and every thirty (30) calendar days thereafter until the divestiture has been completed whether pursuant to Section IV or Section V of this Final Judgment, defendants shall deliver to plaintiffs an affidavit as to the fact and manner of compliance with Sections IV or V of this Final Judgment. Each such affidavit shall include, inter alia, the name, address, and telephone number of each person who, at any time after the period covered by the last such report, made an offer to acquire, expressed an interest in acquiring, entered into negotiations to acquire, or was contacted or made an inquiry about acquiring, any interest in the businesses to be divested, and shall described in detail each contact with any such person during that period. Each such affidavit shall also include a description of the efforts that defendants have taken to solicit a buyer for any and all Relevant Disposal Assets and Relevant Hauling Assets and to provide required information to prospective purchasers, including the limitations, if any, on such information. Assuming the information set forth in the affidavit is true and complete, any objection by the United States, after consultation with the Relevant State, to information provided by defendants, including limitations on informations shall be made within fourteen (14) days of receipt of such affidavit. B. Within twenty (20) calendar days of the filing of the Complaint in this matter, defendants shall deliver to plaintiffs an affidavit which describes in detail all actions defendants have taken and all steps defendants have implemented on an on-going basis to preserve the Relevant Disposal Assets and Relevant Hauling Assets pursuant to Section X of this Final Judgment and the Hold Separate Stipulation and Order entered by the Court. The affidavit also shall describe, but not be limited to, defendants' efforts to maintain and operate each Relevant Disposal Asset and Relevant Hauling Asset as a viable active competitor; to maintain separate management, staffing, sales, marketing and pricing of each asset; and to maintain each asset in operable condition at current capacity configurations. Defendants shall deliver to plaintiffs an affidavit describing any changes to the efforts and actions outlined in defendants' earlier affidavit(s) filed pursuant to this Section within fifteen (15) calendar days after any such change has been implemented. C. For a one-year period following the completion of each divestiture, defendants shall preserve all records of any and all efforts made to preserve the Relevant Disposal Assets and Relevant Hauling Assets that were divested and to effect the ordered divestitures. X. Hold Separate Order Until the divestitures required by the Final Judgment have been accomplished, defendants shall take all steps necessary to comply with the Hold Separate Stipulation and Order entered by this Court. Defendants shall take no action that would jeopardize the sale of any Relevant Disposal Asset or Relevant Hauling Asset. XI. Financing Defendants are ordered and directed not to finance all or any part of any acquisition by any person made pursuant to Sections IV or V of this Final Judgment. XII. Compliance Inspection For purposes of determining or securing compliance with the Final Judgment and subject to any legally recognized privilege, from time to time: A. Duly authorized representatives of the United States Department of Justice, upon written request of the Attorney General or of the Assistant Attorney General in charge of the Antitrust Division, or upon written request of duly authorized representatives of the Attorney General's Office of any other plaintiff, and on reasonable notice to defendants made to their principal offices, shall be permitted: 1. Access during office hours of defendants to inspect and copy all books, ledgers, accounts, correspondence, memoranda, and other records and documents in the possession or under the control of defendants, who may have counsel present, relating to the matters contained in this Final Judgment and [[Page 51137]] the Hold Separate Stipulation and Order; and 2. Subject to the reasonable convenience of defendants and without restraint or interference from them, to interview, either informally or on the record, their officers, employees, and agents, who may have counsel present, regarding any such matters. B. Upon the written request of the Attorney General or of the Assistant Attorney General in charge of the Antitrust Division, or upon the written request of the Attorney General's Office or any other plaintiff, defendants shall submit such written reports, under oath if requested, with respect to any matter contained in the Final Judgment and the Hold Separate Stipulation and Order. C. No information or documents obtained by the means provided in Sections VII or X of this Final Judgment shall be divulged by a representative of the plaintiffs to any person other than a duly authorized representative of the Executive Branch of the United States, or the Attorney General's Office of any other plaintiff, except in the course of legal proceedings to which the United States or any other plaintiff is a party (including grand jury proceedings), or for the purpose of securing compliance with this Final Judgment, or as otherwise required by law. D. If at the time information or documents are furnished by defendants to plaintiffs, defendants represent and identify in writing the material in any such information or documents to which a claim of protection may be asserted under Rule 26(c)(7) of the Federal Rules of Civil Procedure, and defendants mark each pertinent page of such material, ``Subject to claim of protection under Rule 26(c)(7) of the Federal Rules of Civil Procedure,'' then ten (10) calendar days notice shall be given by plaintiffs to defendants prior to divulging such material in any legal proceeding (other than a grand jury proceeding) to which defendants are not a party. XIII. Retention of Jurisdiction Jurisdiction is retained by this Court for the purpose of enabling any of the parties to this Final Judgment to apply to this Court at any time for such further orders and directions as may be necessary or appropriate for the construction or carrying out of this Final Judgment, for the modification of any of the provisions hereof, for the enforcement of compliance herewith, and for the punishment of any violations hereof. XIV. Termination Unless this Court grants an extension, this Final Judgment will expire upon the tenth anniversary of the date of its entry. XV. Public Interest Entry of this Final Judgment is in the public interest. Dated ____________________ 1998. ---------------------------------------------------------------------- United States District Judge Exhibit A--Final Judgment, US v. Reuter Recycling of Florida, Inc. In the United States District Court for the District of Columbia United States of America and State of Florida, by and through its Attorney General, Plaintiffs, v. Reuter Recycling of Florida, Inc., and Waste Management Inc. of Florida, Defendants Civil Action No.: 951982. Filed: June 25, 1999. Entered: January 22, 1996. Final Judgment Whereas, Plaintiffs, United States of America (hereinafter ``United States'') and the State of Florida (hereinafter ``Florida''), having filed their Complaint in this action on October 20, 1995, and Plaintiffs and Defendants, by their respective attorneys, having consented to the entry of this Final Judgment without trial or adjudication of any issue of fact or law; and without this Final Judgment constituting any evidence or admission by any party with respect to any issue of fact or law; And Whereas, Defendants have agreed to be bound by the provisions of this Final Judgment pending its approval by the Court; And Whereas, the Plaintiffs intend Defendants to be required to preserve competition for solid waste disposal by honoring certain contracts, as amended, and by giving to a competitor an option to purchase real property capable of being used as a municipal solid waste transfer station to preserve competition in solid waste disposal in Dade and Broward Counties, Florida, now and in the future, and, by permitting a competitor to preserve its ability to compete for and to have access to capacity for sufficient volumes of municipal solid waste to remain a viable solid waste disposal competitor while its seeks another transfer station site; And Whereas, Defendants have represented that the contract changes and the option agreement to purchase real estate described below can and will be made and honored and that Defendants will later raise no claims of hardship or difficulty as grounds for asking the Court to modify any of the provisions contained below. Now, therefore, before any testimony is taken, and without trail or adjudication of any issue of fact or law, and upon consent of the parties, it is hereby Ordered, Adjudged and Decreed as follows: I. Jurisdiction This Court has jurisdiction of the subject matter of this action and over each of the parties hereto. The Complaint states a claim upon which relief may be granted against Defendants under Section 7 of the Clayton Act, as amended, 15 U.S.C. 18. II. Definitions As used in this Final Judgment: (A) ``Broward'' means Broward County, Florida. (B) ``Chambers'' means Chamber Waste Systems of Florida, Inc., a subsidiary of USA Waste Services, Inc. Chambers is a corporation organized and existing under the laws of the State of Florida with its principle offices in Okeechobee, Florida. (C) ``Dade'' means Dade County, Florida. (D) ``Defendants'' means Reuter and WMF, as hereinafter defined. (E) ``Reuter'' means defendant Reuter Recycling of Florida, Inc., Reuter is a corporation organized and existing under the laws of the State of Florida with its principal offices in Pembroke Pines, Florida. (F) ``Solid waste disposal service'' means the final disposal of municipal solid waste, generally in a landfill or incineration facility. (G) ``Transfer Station Agreement'' means the agreement between Reuter and Chambers dated as of July 14, 1993 pursuant to which Reuter, among other things, accepts for transfer certain solid waste material delivered by Chambers or Chambers' subcontractors. A copy of the Transfer Station Agreement is attached as Exhibit A. (H) ``Amendment to Transfer Station Agreement'' means the Agreement between Reuter and Chambers dated October 20, 1995 modifying the Transfer Station Agreement. A copy of the Amendment to Transfer Station Agreement is attached as Exhibit B. (I) ``Option Agreement'' means the Agreement between Reuter and Chambers dated October 20, 1995. A copy of the Option Agreement is attached as Exhibit C. (J) ``WMF'' means defendant Waste Management Inc. of Florida, a subsidiary of Waste Management, Inc. WMF is a corporation organized and existing under the laws of the State of Florida with its principal offices in Pompano Beach, Florida. (K) ``Acquisition'' means the acquisition of the majority of the outstanding stock of Reuter by WMF. (L) ``Reuter Transfer Station'' means the facility owned by Reuter and located at 2079 Pembroke Road, Pembroke Pines, FL which currently, among other things, accepts for transfer certain solid waste material delivered by Chambers or Chambers' subcontractors and also accepts waste from the cities of Pompano Beach, Pembroke Pines, Dania, and Hallandale, FL. III. Applicability This Final Judgment applies to Defendants and to their officers, directors, managers, agents, employees, successors, assigns, affiliates, parents and subsidiaries, and to all other persons in active concert or participation with any of them who shall have received actual notice of this Final Judgment by personal service or otherwise. Nothing contained in this Final Judgment is or has been created for the benefit of any third party, and nothing herein shall be [[Page 51138]] construed to provide any rights to any third party. IV. Entry Into and Compliance With Agreements On or before the date the Acquisition is consummated, Reuter shall enter into the Amendment to Transfer Station Agreement and the Option Agreement. Defendants shall be bound by the terms of the Transfer Station Agreement, as modified by the Amendment to Transfer Station Agreement, and the Option Agreement. Defendants shall not convey to any person other than Chambers, the property subject to the Option Agreement, prior to the later of July 14, 1998 or any extension of that Option Agreement, except as provided in the Option Agreement. Defendants shall not exercise their right to replace Chambers as the Facility operator under Paragraph 3f of the Amendment to Transfer Station Agreement without the prior approval of the United States, in consultation with Florida. V. Termination of the Agreements In the event Chambers has secured the right to use and is using another transfer station capable of serving Broward or Dade Counties prior to July 14, 1998, Defendants may notify Plaintiffs of that fact and Defendants may request in writing that they be relieved of the obligation to extend the term of the Transfer Station Agreement as set forth in Paragraph 2 of the Amendment to Transfer Station Agreement, and of the obligation to convey property under the Option Agreement. The United States may grant one or both of Defendants; requests if it determines, in its sole discretion after consultation with Florida, that Chambers can effectively compete in the relevant markets without access to the Reuter Transfer Station or without access to the property subject to the Option Agreement. VI. Interim Preservation of Viable Competition (A) Defendants shall not enter into any contract or contracts, with any firm listed on Exhibit D, having a term in excess of one (1) hear, or having multiple consecutive one (1) year terms, for the disposal of solid waste, where any such waste would be transported through the Reuter Transfer Station for disposal elsewhere, Exhibit D is a list of the customers of Chambers for whom Chambers uses the Reuter Transfer Station to enable it to dispose of solid waste as of the date this Final Judgment is filed (``Chambers Customers''). (B) Defendants' obligations under Paragraph VI.A. shall terminate upon the United States providing Defendants with written notice, following application by Defendants, that the United States, in its sole discretion after consultation with Florida, has determined that Chambers can compete effectively in the relevant market if Defendants are permitted to contract with Chambers' Customers as proscribed in Paragraph VI.A. In any event, Paragraph VI.A. shall terminate on the date the Transfer Station Agreement, as amended by the Amendment to the Transfer Station Agreement, terminates. (C) Nothing herein shall preclude Defendants from contracting with any of the Chambers' Customers for a period of one (1) year or less; or, for a period in excess of one (1) year where that customer's solid waste is not transported by Defendants, directly or indirectly, through the Reuter Transfer Station. VII. Defendants' Obligations of Noninterference and Assistance In the event that Chambers seeks to permit a new transfer station or seeks access to a new or existing transfer station other than the Reuter Transfer Station, Defendants shall take no action to protest, lobby against, object to, or otherwise impede, directly or indirectly, any attempts by Chambers to lease, purchase, site, obtain appropriate zoning for, obtain permits and any and all other governmental approvals for a solid waste transfer station capable of serving Broward or Dade, nor shall Defendants provide financing or other assistance to any person who does so. Furthermore, from the effective date of the Option Agreement through the termination date of that Agreement, including any extensions thereof, Defendants will cooperate with Chambers' efforts to obtain any necessary government approvals on the property subject to the Option Agreement. Notwithstanding the provisions of this Final Judgment, Defendants may bid on and enter into contracts with municipal or governmental entities for the provision or use of transfer station facilities in Dade and Broward. VIII. Acquisition of the Option Property If the option the purchase under the Option Agreement is exercised, Defendants shall not, without prior written consent of the United States, after consultation with Florida, re-acquire any of the property conveyed pursuant to the Option Agreement. IX. Reporting and Plaintiffs' Access (A) To determine or secure compliance with this Final Judgment, duly authorized representatives of the Plaintiffs shall, upon written request of the Assistant Attorney General in charge of the Antitrust Division or the Florida Attorney General or his duly authorized representative, respectively, on reasonable notice given to Defendants at their principal offices, subject to any lawful privilege, be permitted: (1) Access during normal office hours to inspect and copy all books, ledgers, accounts, correspondence, memoranda and other documents and records in the possession, custody, or control of Defendants, which may have counsel present, relating to any matters contained in this Final Judgment. (2) Subject to the reasonable convenience of Defendants and without restraint or interference from them, to interview officers, employees, or agents of Defendants, who may have counsel present, regarding any matters contained in this Final Judgment. (B) Upon written request of the Assistant Attorney General in charge of the Antitrust Division or the Florida Attorney General or his duly authorized representative, on reasonable notice given to Defendants at their principal officers, subject to any lawful privilege, Defendants shall submit such written reports, under oath if requested, with respect to any matters contained in this Final Judgment. (C) No information or documents obtained by the means provided by this Section shall be divulged by the Plaintiffs to any person other than a duly authorized representative of the Executive Branch of the United States government or of the State of Florida, except in the course of legal proceedings to which the United States is a party, or for the purpose of securing compliance with this Final Judgment, or as otherwise required by law. (D) If at the time information or documents are furnished by Defendants to Plaintiffs, Defendants represent and identify in writing the material in any such information or document to which a claim of protection may be asserted under Rule 26(c)(7) of the Federal Rules of Civil Procedure, and Defendants mark each pertinent page of such material ``Subject to claim of protection under Rules 26(c)(7) of the Federal Rules of Civil Procedure,'' then ten days notice shall be given by Plaintiffs to Defendants prior to divulging such material in any legal proceeding (other than a grand jury proceeding) to which Defendants are not party. X. Further Elements of Judgment (A) This Final Judgment shall expire on the tenth anniversary of the date of its entry. (B) jurisdiction is retained by this Court over this action and the parties thereto for the purpose of enabling any of the parties thereto to apply for the purpose of enabling any of the parties thereto to apply to this Court at any time for further order and directions as may be necessary or appropriate to carry out or construe this Final Judgment, to modify or terminate any of its provisions, to enforce compliance, and to punish violations of its provisions. XI. Public Interest Entry of this Final Judgment is in the public interest. Plaintiff's motion (unopposed) for entry of Judgment as granted. Entered: January 22, 1996 Court approval subject to procedures of Antitrust Procedures and Penalties Act, 15 U.S.C. 16. Royce C. Lamberth, United States District Judge. Exhibit B--Service Agreement, Northeast Maryland Waste Disposal Authority and Garnet of Maryland, Inc. Service Agreement by and Between Northeast Maryland Waste Disposal Authority and Garnet of Maryland, Inc. To Provide Solid Waste Acceptance, Processing, Transportation and Disposal Services for Anne Arundel and Howard Counties, Maryland Dated as of August 8, 1996. Table of Contents Recitals Article I--Definitions and Rules of Interpretation [[Page 51139]] Section 1.1 Definitions Section 1.2 Rules of Interpretation Article II--Obligations Relating To Acceptance of Waste; Operating Procedures; Performance of Authority's Obligations Section 2.1 Acceptance, Processing, Transportation and Disposal of Acceptable Waste Section 2.2 Refusal of Deliveries Section 2.3 Receiving Hours and Waiting Time Section 2.4 Scales and Weighing Records Section 2.5 Hazardous Waste Section 2.6 Manner of Deliveries; Vehicle Size; Rule & Regulations Section 2.7 Contract for Project Management; Performance Security Section 2.8 Repairs and Maintenance Section 2.9 Authority and County Access Section 2.10 Clean-Up and Disposal Section 2.11 Regulatory Requirements Article III--Service Fee; Damages; Payments Section 3.1 Service Fee, Damages, Payments Section 3.2 Monthly Payments Section 3.3 Late Payment Section 3.4 Disputes as to Service Fee or Other Charges Section 3.5 Books and Records, Audit and Reports Section 3.6 Accounting Article IV--Processing Capacity Reductions and Uncontrollable Circumstances Section 4.1 Effect of Uncontrollable Circumstances Section 4.2 Changes Necessitated by Uncontrollable Circumstances Article V--Insurance and Indemnification Section 5.1 Types of Insurance for the Company Section 5.2 Delivery of Evidence of Insurance; Certain Required Provisions Section 5.3 Indemnification Article VI--Default and Termination Section 6.1 Remedies for Default Section 6.2 Events of Default by the Company Section 6.3 Events of Default by the Authority Section 6.4 Termination on Default Section 6.5 Termination for Certain Uncontrollable Circumstances Section 6.6 Termination for Convenience Section 6.7 Default Termination Damages Payable to the Authority Section 6.8 Survival of Certain Rights and Obligations Article VII--Term; Renewal Section 7.1 Term Section 7.2 Renewal Article VII--Representations and Warranties Section 8.1 Representations and Warranties of the Authority Section 8.2 Representations and Warranties of the Company Article IX--Miscellaneous Section 9.1 Authority Representative, County Representative and Company Representative Section 9.2 Assignment Section 9.3 Notices Section 9.4 Entire and Complete Agreement Section 9.5 Binding Effect Section 9.6 Further Assurances and Amendments Section 9.7 Governing Law Section 9.8 Counterparts Section 9.9 Amendment or Waiver Section 9.10 Relationship of the Parties Section 9.11 Confidential Information Section 9.12 Severability Section 9.13 Damages Section 9.14 Effect of Authority and County Approvals Section 9.15 Dispute Resolution Section 9.16 Limitation of Liability and Defenses Section 9.17 Counties as Third Party Beneficiaries Section 9.18 Nondiscrimination Section 9.19 Minority Business Enterprise Requirements Section 9.20 Public Ethics Section 9.21 Impossibility of Performance Schedules Schedule 1 Description of the Service Schedule 2 Definitions Schedule 3 Service Fees Schedule 4 Reporting Requirements Exhibit A to Schedule 4: Monthly Performance Report Forms Schedule 5 Form of Performance Bonds Performance Bond Schedule 6 Required Insurance Schedule 7 Minority Business Participation Policy Schedule 8 Guaranty Schedule 9 Termination Procedures and Costs This Service Agreement is made as of August 8, 1996 between the Northeast Maryland Waste Disposal Authority (``Authority'') and Garnet of Maryland (``Company''). Recitals A. The Authority is an instrumentality of the State of Maryland created to assist with the preservation, improvement and management of the quality of air, land and water resources and to promote the health and welfare of the citizens of the State by providing dependable, effective and efficient disposal of solid Wastes, including the recovery of usable resources from such Waste. Howard County and Anne Arundel County, Maryland (collectively, ``Counties'') have requested that the Authority provide for the Acceptance, Processing, Transfer and Disposal of certain amounts of non-recycled solid waste (the ``Services'') collected by, or on behalf of, the Counties. B. The Authority and the Counties will enter into a Waste Disposal Agreement under which the Authority will be obligated to provide these Services. The Authority intends to fulfill its obligations to the Counties to provide the Services by entering into and managing this Agreement. C. The Authority, in cooperation with the Counties, has selected the Company through a competitive process. The Company has demonstrated that it is qualified to accept process, transport and dispose of solid Waste. D. The Company shall provide the Acceptance Facility, Disposal Facility and other Facilities so as to receive and process all of the solid Waste delivered to the Company by the Counties or the Designated Haulers. E. The Counties will be third party beneficiaries of the Company's obligations under this Agreement. Now, therefore, in consideration of the mutual promises and covenants of each to the other contained herein and other good and valuable consideration, receipt of which is hereby acknowledged, the parties of this Service Agreement agree as follows: Article I--Definitions and Rules of Interpretation Section 1.1 Definitions Capitalized terms used in this Agreement have the meanings set forth in Schedule 2. Section 1.2 Rules of Interpretation For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: (a) All reference in this instrument to designated ``Articles,'' Sections'' and other subdivisions are to the designated Articles, Sections and other subdivisions of this instrument as originally executed. (b) The terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular. (c) Words,of the masculine gender shall be deemed and construed to include correlative words of the femine and neuter genders. (d) The table of contents and the headings or captions used in this Agreement are for convenience of reference only and do not define, limit or describe any of the provisions hereof or the scope or intent hereof. (e) References to agreements or contracts include all amendments, modifications and supplements thereto. Article II--Obligations Relating to Acceptance of Waste; Operating Procedures; Performance of Authority's Obligations Section 2.1 Acceptance, Processing, Transportation and Disposal of Waste (a) The Company has sole responsibility for the provision and operation of all facilities, personnel, vehicles and sites necessary to provide the Service as described in Schedule 1. The Company shall communicate on a routine basis to ensure the day-to-day coordination of activities between the Company, the Counties and the Authority. Upon request of the Authority Representative or any of the County Representatives, the Company shall meet with the Authority and/or one or both of the Counties. Beginning on the Commencement Date and continuing throughout the term of this Agreement the Company shall accept, process, transfer and dispose in accordance with this Agreement and Applicable Law all Acceptable Waste delivered by or on behalf of the Counties. (b) Acceptable Waste will be delivered in vehicles owned or operated by employees of or under contract to, the Counties or a Designated Hauler. The Counties or a Designated Hauler may deliver Acceptable Waste in any form they deem appropriate. The Authority shall provide the Company with the following information about each vehicle delivering Acceptable Waste to the Company for its credit; hauler name and address, make, body type; tag or permit [[Page 51140]] number of each vehicle used; area of collection; and whether the vehicle is owned by the Counties or by a Designated Hauler. (c) The Authority understands that the Company may accept Waste from other customers at the Facilities, but it may not accept Waste from other customers during the interim period at Anne Arundel County's Millersville Landfill. Section 2.2 Refusal of Deliveries (a) Extent of Refusal Rights The Company may reject deliveries of Acceptable Waste delivered at hours established under Section 2.3. Acceptable Waste rejected by the Company for any reason other than as permitted pursuant to this Section 2.2 (a) or (b) or any other provision of this Agreement constitute Wrongfully Diverted Acceptable Waste. The amount of Wrongfully Diverted Acceptable Waste is used to calculate Alternate Disposal Damages under Section 3.2. The parties agree that Company shall be the only party entitled to establish the classification of Waste delivered to a Facility, subject to the Authority's ability to object to such classification as set forth in Section 3.4. (b) Inspection of Delivered Waste The Company shall develop and maintain any and all reasonable appropriate screening programs at the Acceptable Facility. Any such screening programs shall include any reasonable programs and practices required by the Counties or the Authority. The Counties and the Authority shall cooperate with the Company with regard to the screening programs. Neither the inclusion of programs or practices in the Waste screening programs by the Authority or the Counties nor the review or comment by the Authority or the Counties upon any Company proposal with regard to the Waste screening programs relieves the Company of any of its obligations hereunder or imposes any liability upon the Authority or the Counties. The Company may inspect the contents of all vehicles delivering Waste under this Agreement to the Acceptance Facility. The Counties will monitor their own collection operations to reduce the collection of Unacceptable Waste. The Company will institute appropriate procedures, including inspection procedures, to ensure that Unacceptable Waste is separated at the Acceptance Facility. The Company will give immediate notice to the Counties of deliveries of Unacceptable Waste to the Company, followed by prompt written notice indicating the time, the source of delivery and identity of the hauling firm and driver. The intent of this requirement is to ensure safe handling by the Company of the Waste received in compliance with Applicable Law. The Company shall handle and dispose of Unacceptable Waste that is received at the Acceptance Facility. The cost for disposal of Unacceptable Waste shall be paid to the Company as specified in this Service Agreement. The Company shall be entitled to the Unacceptable Waste Disposal Cost described in Section 3.2 for any amounts of Unacceptable Waste it removes from the Acceptance Facility. Section 2.3 Receiving Hours and Waiting Time (a) The Company shall accept the delivery of Acceptable Waste during the hours of 7:00 a.m. to 5:00 p.m., Monday through Saturday and until 7:00 p.m. on the first regular collection day following a Holiday. Acceptable Waste will not be delivered by the Counties on the following holidays. The Authority shall designate the dates on which holidays are to be observed. New Year's Day Memorial Day Independence Day Labor Day Thanksgiving Day Christmas Day (b) The Company shall accept Acceptable Waste at hours other than the Receiving Hours, to the extent permitted by Applicable Law, upon reasonable prior notice of such delivery. The Out of Hours Delivery Charge for Company operations outside of Receiving Hours, pursuant to this Section 2.3(b), may be charged for each ton of Waste delivered before 7:00 a.m. and after 5:00 p.m. except that the Out-of-Hours Delivery Charge shall not be charged for Waste delivered between the hours of 5:00 p.m. and 7:00 p.m. on the first regular collection day following a holiday. The amount shall be 3% above the per ton bid price. The Out of Hours Delivery Charge shall not apply for any hours the Acceptance Facility is open to receive Waste from sources other than the Authority. (c) The Company shall take all steps necessary to ensure that the time period between delivery vehicle arrival at and departure from the Acceptance Facility does not exceed 30 minutes for Acceptable Waste delivered by the Counties, Designated Haulers, or the Authority. Section 2.4 Scales and Weighing Records The Company shall operate and maintain the road vehicle scales at the Acceptance Facility which shall provide for automatic weighing and recording of all Wastes received and removed. The Company shall weigh all vehicles delivering Acceptable Waste to the Project. The scales shall incorporate a computer interface system and use software acceptable to the Authority. The weight record shall contain gross weight, tare weight, date, time of arrival, time of departure, description of Waste in the vehicle, vehicle identification (truck or permit number) and identification of origin of Waste in the vehicle. The Authority may require each vehicle operator delivering Waste to present to the scale operator a card, permit, identification or license. The Company or the Authority may require from time to time the revalidation of the tare weight of any vehicle or the reweighing of unloaded vehicles. If the permanent vehicle scales at the Acceptance Facility are not working properly or are being tested, the Company shall use portable scales at the Acceptance Facility. If portable scales or other alternate weighing facilities and equipment meeting the requirements of Applicable Law are not available, a ``scale outage'' will occur, and the Company shall estimate the quantity of Acceptable Waste delivered on the basis of truck volumes and historical information about the Authority, the Counties, the Company and the Designated Haulers. These estimates shall take the place of actual weighing records during the scale outage. In order to participate in the estimating of quantities of Acceptance Waste during a scale outage, the Authority and/or County may have an employee or agent present in the scale house when each vehicle arrives. The Company, at its expense, shall obtain approval of, inspect and test the vehicle scales as required by Applicable Law but no less frequently than once per year. At the written request of the Authority, the Company in the presence of the Authority Representative, shall make additional tests of all vehicle scales. The cost of these additional tests shall be borne by the Authority if the scales meet the accuracy requirements of Applicable Law. If any test shows that a scale registers farther above or below the correct reading than permitted by Applicable Law, the charges and calculations based on scale readings made within thirty (30) days preceding the test shall be corrected by the percentage of inaccuracy found. If a test of the scales has been performed during the preceding thirty (30) days, only the readings and related charges and calculations made after that test shall be corrected on the basis of the subsequent test. The Company shall maintain daily records of the total tonnage of Waste delivered to the Acceptance Facility, the tonnage of Waste accepted by the Company and the tonnages of Unacceptable Waste. The Company shall submit monthly reports, as specified in schedule 4 in a form approved by the Authority. The Company shall cooperate with the Authority and the Counties to provide this information electronically or on disk. The Company shall furnish the Authority a compilation of such information for each month, within ten days after the end of the month. The Company shall keep copies of all weight tickets for at least three years which shall be available for inspection by the Authority and the Counties upon request. The Company shall pay all costs for accepting, transporting, processing and final disposal of Acceptable Waste. Section 2.5 Hazardous Waste (a) The Company shall develop a plan for the identification, handling and disposal of Hazardous Waste discovered at the Acceptance Facility (the ``Hazardous Waste Plan''). The Company shall segregate and isolate all Hazardous Waste discovered at the Acceptance Facility in accordance with this Agreement, the Hazardous Waste Plan, Applicable Law and any procedures required by the Authority in connection with the segregation and isolation of Hazardous Waste (collectively, the ``Hazardous Waste Protocol''). The Company shall maintain any screening programs reasonably necessary or otherwise reasonably required by the Authority that, under Applicable Law, segregate Hazardous Waste delivered to the Acceptance Facility. (b) So long as the Company (i) acts in accordance with the Hazardous Waste [[Page 51141]] Protocol and Applicable Law and (ii) enforces its and the Authority's right to payments from third parties or under applicable insurance policies due to the discovery of Hazardous Waste, then the cost of segregation isolation and disposal of the Hazardous Waste shall be reimbursed if the Hazardous Waste was delivered in a vehicle owned, operated or contracted by one of the Counties, the Authority, or a Designated Hauler, provided that such vehicle is correctly identified by the Company as the particular vehicle which delivered such Hazardous Waste. (c) If Hazardous Waste is delivered to the Acceptance Facility, and the source of such Hazardous Waste or hauler delivering Hazardous Waste cannot be determined by the Parties, the Company shall separately contain, set aside, segregate, isolate and manage the Hazardous Waste as required by law and by the Hazardous Waste Protocol, and the Authority and the Counties shall be notified immediately of its location, general character and amount. The Company shall remove, or cause to be removed, such Hazardous Waste from the Acceptance Facility and shall transport and dispose of, or shall cause such Hazardous Waste to be transported and disposed, in accordance with State and Federal law. The Company shall, at no expense to the Counties or the Authority, bear all of the costs of transportation and disposal of Hazardous Waste which is delivered to the Acceptance Facility because the Company has failed to follow or enforce any provision of the Hazardous Waste Protocol. The foregoing shall not be considered to be a waiver of any claim Company may have against any other third party, including a Designated Hauler. Company may make any such claim directly against the party involved, and to the extent necessary by law in order for such claim to proceed, the Authority and the Counties assign to Company their respective rights to make such a claim. (d) Hazardous Waste delivered by a vehicle owned, operated, or contracted by one of the Counties, the Authority, or a Designated Hauler which is segregated for disposal as Hazardous Waste shall only be disposed of at a Disposal Facility approved by the Authority. Section 2.6 Manner of Deliveries; Vehicle Size; Rules and Regulations The Authority shall comply with the reasonable rules and regulations for the delivery of Acceptable Waste to the Acceptance Facility that are provided by the Company and agreed to by the Authority and Counties, which include regulations regarding vehicular movement on the Acceptance Facility Site and screening to segregate Unacceptable Waste. No rules or regulations are effective against the Authority, the Counties, or Designated Haulers unless approved by the Authority Representative and the County Representatives, which approval shall not be unreasonably withheld. Section 2.7 Contract for Project Management; Performance Security (a) The parties acknowledge that the dependable operation and maintenance of the Acceptance Facility, the Disposal Facility and other Facilities providing the Service is in the interests of the parties to this Agreement. The Company shall not enter into or maintain any contract or subcontract with any person other than an Affiliate of the Company for any substantial portion of the operation, management or control of a Facility or the performance of any of the Company's obligations under this Agreement without the prior written consent of the Authority. (b) No contract or subcontract between the Company and any other person will affect the Company's obligation under this Agreement. (c) Prior to the Commencement Date the Company shall provide evidence of a Performance Bond, standby Letter of Credit or Corporate Guarantee from a surety or insurance company acceptance to the Authority, covering the performance obligations of the Company under Article II of this Agreement. The Performance Bond, Letter of Credit or corporate guarantee shall be in an amount equal to one year of estimated Service Fee payments to the Company, as defined in Section 3.1 of this Agreement, and name, among others, the Authority as beneficiary. The Performance Bond or LOC shall be in the form set forth in Schedule 5. The Company shall provide the Performance Bonds, Letter of Credit, or corporate guarantee until release by the Authority. The Authority shall release the Performance Bond, Letter of Credit or corporate guarantee upon termination of this Agreement as long as the Company is not in default and the Performance Bond, Letter of Credit, or corporate guarantee is not being drawn upon by the Authority. Section 2.8 Repairs and Maintenance The Company, at its own expense, shall maintain the Facilities in good condition at all times, and make all repairs and replacements required for the Company to perform its obligations under this Agreement. The Company shall maintain the safety of the Facilities at a level consistent with Applicable Law and standard facility practices. Section 2.9 Authority and County Access The Authority, the Counties and their respective agents, licensees and invitees may visit or inspect the Facilities at any reasonable time during the term of this Agreement. The Authority Representative or its designees, or the County Representatives or their respective designees may inspect the Facilities at any time from time to time without notice. The Authority, the Counties and their respective agents, licensees and invitees shall conduct visits to the Facilities in a manner that does not cause unreasonable interference with the Company's operations. To the extent practical, the Authority and the Counties shall provide the names of all invitees to the Company in advance. The Company may require any Person on a Facility site to comply with its reasonable rules and regulations and to sign a statement agreeing (i) to assume the risk of the visit but not the risk of injury due to the intentional or negligent acts or omissions of the Company or any of its subcontractors, agents or employees and (ii) not to disclose or use any Confidential Information of the Company other than for the purpose for which it was furnished or, in the case of Authority or County employees and agents, except in accordance with Section 9.11. Section 2.10 Clean-Up and Disposal The Company shall keep the Facilities free from accumulation of Wastes or rubbish (except in appropriate locations) caused by operations at the Facilities and shall maintain and operate the Facilities so as to prevent the Sites from becoming unsightly or a nuisance under Applicable Law. Section 2.11 Regulatory Requirements The Company shall perform its obligations under this Agreement and operate the Facilities in accordance with all requirements of Applicable Law, regulations, and permits. The Company shall obtain and maintain, or cause to be obtained and maintained, all permits and licenses required by Applicable Law to perform its obligations hereunder, provided that the Company will not breach its obligations under this Section if (i) the Company is contesting the Applicable Law in good faith by appropriate proceedings conducted with due diligence and the Applicable Law allows continue operation of the Facilities pending resolution of the contest or (ii) the Company is diligently seeking to comply with such Applicable Law or to obtain or maintain any such permit or license and Applicable Law allows continued operation of the Facilities. Article III--Service Fee: Damages; Payments Section 3.1 Service Fee, Damages, Payments (a) From and after the Commencement Date, the Company may charge and collect from the Authority a fixed Service Fee as shown in Schedule 3 for each ton of Acceptable Waste accepted by the Company from the Counties, or Designated Haulers for disposal hereunder. (b) the Authority shall pay to the Company certain other charges as detailed in Section 3.2. The Authority may retain or set-off from any amounts due the Company, Acceptance Facility Delay Damages, Alternate Disposal Damages, Alternate Procurement Damages and Delivery Delay Damages. (c) The Service Fee and Out of Hours Delivery Charge shall not be adjusted by any inflation factor. Section 3.2 Monthly Payments (a) The Company shall provide the Authority and the Counties with a statement or invoice for all amounts payable hereunder by the twenty-fifth (25th) day of the calendar month immediately succeeding the calendar month for which such amounts are payable. Amounts invoiced are due thirty (30) days after receipt of the invoice by the Authority and the Counties. Each invoice shall set forth amount of the Service Fee and other charges payable to the Company for the applicable period, together with supporting documentation including scale records, sufficient to allow the recipient of the invoice to verify the Company's calculations of the Service Fee and other charges for such [[Page 51142]] period. The supporting documentation shall be adequate to allow the Authority to determine the portion of the amount payable by each of the Counties. The amounts payable monthly in accordance with Section 3.2 are calculated as follows: (i) The amount due for Service Fee payments shall be the product of the Service Fee multiplied by the aggregate number of tons of Acceptable Waste delivered by a County, a Designated Hauler, or the Authority during the month; plus (ii) Any Out-of-Hours delivery charges; plus (iii) The Company's direct out of pocket costs for Unacceptable Waste that is delivered to the Acceptance Facility by a County, a Designated Hauler, or the Authority and disposed of by the Company; less (iv) The amount of Acceptance Facility Delay Damages, Alternate Disposal Damages, Alternate Procurement Damages and Delivery Delay Damages, if any. All Company invoices and statements shall be delivered by hand or mailed first class, postage prepaid, to: Northeast Maryland Waste Disposal Authority, 25 S. Charles Street, Suite 2105, Baltimore, Maryland 21201-3330, Attention: Executive Director. The Authority shall have no obligation to make payment for any amount of Acceptable Waste delivered to the Acceptance Facility by any Person other than a County, a Designated Hauler, or the Authority. Section 3.3 Late Payment Any amounts payable under this Agreement by the Authority or the Company that are not paid when due in accordance with this Agreement shall, unless otherwise specifically provided, bear interest, to the extent permitted by Applicable Law, at the Late Payment Rate. Section 3.4 Disputes as to Service Fee or Other Charges If the Company or the Authority disputes any amount owed as the Service Fee, Out-of-Hours Delivery Charge pursuant to Section 9.15, the classification of Waste made by the Company, or the amount of Damages claimed by the Authority under Section 3.2(iv) or elsewhere herein, the disputed portion of such adjustment is not effective until resolution of a dispute. Immediately after the resolution of a disagreement about a Service Fee or Out-of-Hours Delivery Charge, classification of Waste or amount of Damages, the party whose position does not prevail shall reimburse the other party for the aggregate amount of any underpayment or overpayment, plus interest at the Late Payment Rate. Section 3.5 Books and Records, Audit and Reports (a) The Company shall maintain all books, records and accounts necessary to record all matters affecting the Service Fee, Out-of- Hours Delivery Charge, applicable damages or other amounts payable by or to the Authority or the Company under this Agreement or other agreements, including, but not limited to, policies for Required Insurance, policy amendments and all other related insurance documents. The Company shall maintain all such books, records and accounts in accordance with GAAP. The Company's books, records and accounts shall accurately, fairly and in reasonable detail reflect all the Company's dealings and transactions under this Agreement and other agreements and shall contain sufficient data to enable those dealings and transactions to be audited in accordance with generally accepted auditing standards. The Company shall make all such books, records and accounts available for inspection and photocopying by the Authority or the Counties within 5 business days of a written request by the Authority or a County. (b) The Company shall provide the Authority and the Counties with the reports and information set forth in Schedule 4 at the times required by Schedule 4. The report format can be modified with approval of the Authority to reflect the facilities used by the Company to provide the Service. (c) The Company certifies that all information the Company has provided, or will provide to the Authority or the Counties, is true and correct and can be relied upon by the Authority and the Counties in awarding, modifying, making payments, or taking any other action with respect to this Agreement. Any material false or misleading information is a ground for the Authority to terminate this Agreement for cause, without opportunity to cure, and to pursue any other appropriate remedy. Section 3.6 Accounting Beginning July 1, 1997, within sixty (60) days following the end of each Fiscal Year, the Company shall provide an accounting to the Authority and the Counties of all payments made by the Authority for the Fiscal Year and all amounts payable by the Authority for such Fiscal Year. Article IV--Processing Capacity Reductions and Uncontrollable Circumstances Section 4.1 Effect of Uncontrollable Circumstances A party to this Agreement shall not be in default under this Agreement or liable to the other party for its failure to perform obligations under this Agreement, if such failure results from an Uncontrollable Circums [Text truncated at 120,000 characters. The full text is on the page linked above.] --- Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/fr%3A98-24974. Public record. Not legal advice.