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INDUSTRIAL WASTE & DISPOSAL SERVICES
<br /> AGREEMENT
<br /> Er4_tr
<br /> COMPANY: Refuse,Inc. CUSTOMER: Universal Service Recycling,Inc.
<br /> A WASTE MANAGEMENT COMPANY
<br /> Address: 2401 Canyon Way Address: 3200 South EI Dorado
<br /> City/State/Zip: sparksyNV,89434-9666 City/State/Zip: Stockton,CA,952
<br /> Signed: Signed:
<br /> Authorized Signature Authorized Signature
<br /> Name: Stephanie Berggreen Name: Alexis Williams
<br /> Title: Technical Service Rep 4/18/2017 Title: CFO 4/18/2017
<br /> Effective Date: 4/18/2017 Date Initial Term: 36 months Date
<br /> AGREEMENT
<br /> This INDUSTRIAL WASTE&DISPOSAL SERVICES AGREEMENT,consisting of the terms and conditions set forth herein, and Exhibit A,and/or Confirmation Letter(s)and the Profile
<br /> Sheet(s)entered into from and after the date hereof from time to time(all of the foregoing being collectively referred to as the"Agreement'),is made as of the Effective Date shown above
<br /> by and between the Customer named above,on its and its subsidiaries and affiliates behalf(collectively,"Customer")and the Waste Management entity named above("the Company").
<br /> TERMS AND CONDITIONS
<br /> 1.SERVICES PROVIDED, The Company and/or its affiliates will provide Customer with automatically renew thereafter for additional terms of twelve(12)months each("Renewal
<br /> collection, management, transportation, disposal, treatment and recycling services Term')unless either party gives to the other party written notice of termination at least ninety
<br /> ("Services")for Customer's non-hazardous Solid Waste,Special Waste,Hazardous Waste, (90)days prior to the termination of the then-existing term;provided however,that the terms
<br /> and/or Recyclables, as described on Exhibit A and/or Confirmation Letter(s) and/or and conditions of this Agreement shall remain in full force and effect,in accordance with its
<br /> applicable Profile Sheets (collectively "Industrial Waste'). All Industrial Waste that is terms,with respect to any uncompleted or unfinished Services provided for in an Exhibit A,
<br /> generated, handled and/or collected by Customer shall be managed exclusively by Confirmation Letter and/or Profile Sheet until such Services are completed. Customer
<br /> Company during the term of this Agreement."Solid Waste"means garbage,refuse and grants to Company a right of first refusal to match any offer relating to services similar to
<br /> rubbish including those which are recyclable but excluding Special Waste and Hazardous those provided hereunder which Customer receives(or intends to make)upon termination
<br /> Waste."Special Waste"includes polychlorinated biphenyl('PCB')wastes,industrial process of this Agreement for any reason and Customer shall give Company prompt written notice
<br /> wastes, asbestos containing material, petroleum contaminated soils, treated/de- of any such offer and a reasonable opportunity to respond to it.
<br /> characterized wastes,incinerator ash,medical wastes,demolition debris and other materials 4.INSPECTION; REJECTION OF WASTE. Title to and liability for Nonconforming
<br /> requiring special handling in accordance with any applicable federal, state, provincial or Waste shall remain with Customer at all times. Company shall have the right to inspect,
<br /> local laws or regulations."Hazardous Waste"means any hazardous,toxic,or radioactive analyze or test any waste delivered by Customer. If Customer's Industrial Waste is
<br /> substances,as such terms are defined by any applicable federal, state, provincial or local Nonconforming Waste,Company can,at its option,reject Nonconforming Waste and return
<br /> laws or regulations. "Nonconforming Waste"means waste that(a)is not in conformance it to Customer or require Customer to remove and dispose of the Nonconforming Waste at
<br /> with waste descriptions given by Customer under this Agreement, in an Exhibit A, Customer's expense.Customer shall indemnify,hold harmless(in accordance with Section
<br /> Confirmation Letter(s)or the Profile Sheet incorporated herein;(b)is prohibited from being 9) and pay or reimburse Company for any and all costs, damages and/or fines incurred
<br /> received,managed or disposed of at a transfer,storage or disposal facility used hereunder as a result of or relating to Customer's tender or delivery of Nonconforming Waste or
<br /> by federal,state or local law,regulation,ordinance,permit or other legal requirement;(c)is other failure to comply or conform to this Agreement,including costs of inspection,testing
<br /> non-hazardous Solid Waste that contains regulated Special Waste or Hazardous Waste; and analysis.
<br /> (d)is or contains any infectious waste,radioactive,volatile,corrosive,Flammable,explosive, 5.SPECIAL HANDLING; TITLE. If Company elects to handle, rather than reject,
<br /> biomedical, biohazardous material, regulated medical or hazardous waste or toxic Nonconforming Waste,Company shall have the right to manage the same in the manner
<br /> substances,as defined pursuant to or listed or regulated under applicable federal,state or deemed most appropriate by Company given the characteristics of the Nonconforming
<br /> local law,except as stated on Exhibit A,the Profile Sheet or Confirmation Letter;or(e) Waste. Company may assess and Customer shall pay additional fees associated with
<br /> contains information protected by federal, state or local privacy or data security laws, delivery of Nonconforming Waste, including, but not limited to, special handling or
<br /> including but not limited to the Health Insurance Portability and Accountability Act of 1996, disposal charges,and costs associated with different quantities of waste,different delivery
<br /> as amended("HIPAA"). dates, modifications in operations, specialized equipment, and other operational,
<br /> 2.CUSTOMER WARRANTIES. Customer hereby represents and warrants that all environmental, health, safety or regulatory requirements. Title to and ownership of
<br /> Industrial Waste collected by or delivered to the Company shall be in accordance with waste acceptable Industrial Waste shall transfer to Company upon its final acceptance of such
<br /> descriptions given in this Agreement and shall not be or contain any Nonconforming Waste. waste.
<br /> When the Company handles Special or Hazardous Waste for Customer, Customer will 6.COMPANY WARRANTIES. Company hereby represents and warrants that: (a)
<br /> provide the Company with a Generator's Waste Profile Sheet("Profile Sheet")describing all Company will manage the Industrial Waste in a safe and workmanlike manner in full
<br /> Special or Hazardous Waste, and provide a representative sample of such waste on compliance with all valid and applicable federal,state and local laws,ordinances,orders,
<br /> request. In the event this Agreement includes transportation by the Company,Customer rules and regulations; and (b) it will use disposal and recycling facilities that have been
<br /> shall, at the time of tender, provide to the Company accurate and complete documents, issued permits, licenses,certificates or approvals required by valid and applicable laws,
<br /> shipping papers or manifests as are required for the lawful transfer of the Industrial Waste ordinances and regulations necessary to allow the facility to accept,treat and/or dispose of
<br /> under all applicable federal,state or local laws or regulations.Tender or delivery shall be Industrial Waste. Except as provided herein, Company makes no other warranties and
<br /> considered nonconforming if not in accordance with this Section. Customer further hereby disclaims any other warranty,whether implied or statutory.
<br /> represents and warrants that it will comply with all applicable laws,ordinances,regulations, 7.LIMITED LICENSE TO ENTER. When a Customer is transporting Industrial Waste
<br /> orders, permits or other legal requirements applicable to the Industrial Waste.Customer
<br /> shall provide the Company and its Subcontractors a safe work environment for Services a Company facility,Customer and its subcontractors shall have a limited license to enter
<br /> performed on any premises owned or controlled by Customer. a disposal facility for the sole purpose of off-loading Industrial Waste at an area designated,
<br /> and in the manner directed, by Company. Customer shall, and shall ensure that its
<br /> 3.TERM OF AGREEMENT; RIGHT OF FIRST REFUSAL. The Initial Term of this
<br /> subcontractors,comply with all rules and regulations of the facility,as amended.Company
<br /> Agreement shall be as set forth above and if no such term is set forth above,it shall be 36
<br /> may reject Industrial Waste,deny Customer or its subcontractors entry to its facility and/or
<br /> months, commencing on the Effective Date set forth above. This Agreement shall
<br /> j ©Waste Management (i own update_09?glsi Page 1 FINAL IWSA October.2016
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