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terminate this Agreement in the event of Customer's or its subcontractors'failure to follow and/or industry standards. In no event, shall Recyclables contain any Hazardous Waste,
<br /> such rules and regulations. Special Waste or Non-Conforming Waste.In the event that the Recyclables do not meet the
<br /> 8.CHARGES AND PAYMENTS.Customer shall pay the rates set forth on Exhibit A or a specifications,without limiting Company's rights and remedies hereunder,Customer shall,
<br /> Confirmation Letter,which may be modified as provided in this Agreement.The rates may have the sole responsibility for any resulting settlement or adjustments including price
<br /> be adjusted by Company to account for:any increase in or to recoup all or any portion of, reductions,transportation,and disposal/processing costs. In the event costs of processing
<br /> disposal,transportation,fuel or environmental compliance fees or costs,or recovery of the recyclables exceeds the commodity value,a recyclable material offset will be charged per
<br /> Company's and affiliates'costs associated with host community fees,waste disposal taxes ton.
<br /> and similar charges paid to municipal or other governmental authorities or agencies to 12.ASSIGNMENT&SUBCONTRACTING. This Agreement shall be binding on and
<br /> engage in recycling and solid waste collection, transfer, processing and treatment; any shall inure to the benefit of the parties and their respective successors and assigns.
<br /> change in the composition of the Industrial Waste;increased costs due to uncontrollable Customer acknowledges and agrees that the Company may utilize unaffiliated
<br /> circumstances, including, without limitation, changes in local, state or federal laws or subcontractors that are not affiliates of Company to provide the Services to Customer.
<br /> regulations, imposition of taxes, fees or surcharges and acts of God such as floods, 13.ENTIRE AGREEMENT. This Agreement and its exhibits represent the entire
<br /> fires,etc.The Company may also increase the charges by an amount equal to the average understanding and agreement between the parties relating to the Services and supersedes
<br /> percentage increase for the previous twelve-month period in the Consumer Price Index for any and all prior agreements,whether written or oral,between the parties regarding the
<br /> Water&Sewer&Trash Collection Services,as published by the U.S.Department of Labor, same;provided that,the terms of any national service agreement or lease agreement for
<br /> with the amount of the increase based on the most current information available from the compactors or specialty equipment between the parties shall govern over any inconsistent
<br /> U.S.Department of Labor 30 days prior to the date of the increase,unless the parties have terms herein.
<br /> otherwise agreed to a different CPI as stated in an Exhibit A.Increases in charges for 14.TERMINATION;LIQUIDATED DAMAGES.Company may immediately terminate this
<br /> reasons other than as provided above require the consent of Customer which may be Agreement, (a) in the event of Customer's breach of any term or provision of this
<br /> evidenced verbally, in writing or by the actions and practices of the parties. All rate Agreement, including failure to pay on a timely basis, or (b) if Customer becomes
<br /> adjustments as provided above and in Section 5 shall take effect upon notification from insolvent, the subject of an order for relief in bankruptcy, receivership, reorganization
<br /> Company to Customer.Customer shall pay the rates in full within thirty (30) days of the dissolution, or similar law, or makes an assignment for the benefit of its creditors or if
<br /> invoice date. Company deems itself insecure as to payment("Default').Notice of termination shall be in
<br /> Any Customer invoice balance not paid within thirty (30) days of the date of invoice is writing and deemed given when delivered in person or by certified mail,postage prepaid,
<br /> subject to a late charge,and any Customer check returned for insufficient funds is subject return receipt requested. In the event Customer terminates this Agreement prior to the
<br /> to a Non-Sufficient Funds fee, both to the maximum extent allowed by applicable law. expiration of the Initial or Renewal Term("Term')for any reason other than as set forth in
<br /> Customer acknowledges that any late charge assessed by the Company is not to be Section 3, or in the event Company terminates this Agreement for Customer's default,
<br /> considered as interest on debt, is not a penalty, and is a reasonable charge for late Customer shall pay the following liquidated damages in addition to the Company's legal
<br /> payment.In the event that payment is not made when due,Company retains the right to fees,if any:(a)if the remaining Term(including any applicable Renewal Term)under this
<br /> suspend service until the past due balance is paid in full.If Company reinstates suspended Agreement is six(6)or more months,Customer shall pay the average of its six(6)most
<br /> services after receipt of an outstanding balance,Customer shall pay a reactivation charge. recent monthly Charges(or,if the Effective Date is within six(6)months of Company's last
<br /> In the event that service is suspended in excess of fifteen (15) days, Company may invoice date,the average of all monthly Charges)multiplied by six(6);or(b)if the remaining
<br /> terminate this Agreement for such default and recover any equipment and all amounts owed Term under this Agreement is less than six(6)months,Customer shall pay the average of
<br /> hereunder,including liquidated damages under Section 14. its six(6)most recent monthly Charges multiplied by the number of months remaining in the
<br /> 9.INDEMNIFICATION.The Company agrees to indemnify, defend and save Customer Term.Customer shall pay liquidated damages of$100 for every Customer waste tire that is
<br /> harmless from and against any and all liability(including reasonable attorneys'fees)which found at the disposal facility.Customer acknowledges that the actual damage to Company
<br /> Customer may be responsible for or pay out as a result of bodily injuries(including death), in the event of termination is impractical or extremely difficult to fix or prove, and the
<br /> property damage, or any violation or alleged violation of law, to the extent caused by foregoing liquidated damages amount is reasonable and commensurate with the anticipated
<br /> Company's breach of this Agreement or by any negligent act,negligent omission or willful loss to Company resulting from such termination and is an agreed upon fee and is not
<br /> misconduct of the Company or its employees, which occurs (1) during the collection or imposed as a penalty.Collection of liquidated damages by Company shall be in addition
<br /> transportation of Customer's Industrial Waste by Company,or(2)as a result of the disposal to any rights or remedies available to Company under this Agreement or at law.
<br /> of Customer's Industrial Waste,after the date of this Agreement,in a facility owned by a 15.EQUIPMENT. The equipment the Company furnishes to Customer will remain the
<br /> subsidiary or affiliate of the Company provided that the Company's indemnification Company's property. Customer will be responsible for any loss or damage resulting from
<br /> obligations will not apply to occurrences involving Nonconforming Waste. Customer's storage,use or handling of the equipment,except for normal wear and tear.
<br /> Customer agrees to indemnify,defend and save the Company harmless from and against Customer will not overload by weight or volume,move or alter the equipment,or allow a
<br /> any and all liability (including reasonable attorneys' fees) which the Company may be third party to do so without Company's written consent. Customer will store,use or handle
<br /> responsible for or pay out as a result of bodily injuries(including death),property damage, the equipment only for its intended purpose. On collection day, Customer will provide
<br /> or any violation or alleged violation of law to the extent caused by Customer's breach of this unobstructed access to the equipment. If the equipment is inaccessible or overloaded by
<br /> Agreement or by any negligent act,negligent omission or willful misconduct of the Customer weight or volume,Customer's service will be subject to an additional charge. Customer
<br /> or its employees,agents or contractors in the performance of this Agreement or Customer's represents that its property is sufficient to bear the weight of Company's equipment and
<br /> use,operation or possession of any equipment furnished by the Company. vehicles.Company will not be responsible for damage to Customer's pavement or any other
<br /> Neither party shall be liable to the other for consequential,incidental or punitive damages surface resulting from the weight of the Company' vehicles or equipment, unless such
<br /> arising out of the performance of this Agreement except for third party claims related to damage is caused by the Company's negligence.
<br /> violations of law. 16.CONFIDENTIALITY. Except as required by law,the parties agree that the rates set
<br /> 10.UNCONTROLLABLE CIRCUMSTANCES. Except for the obligation to make forth on Exhibit A,a Confirmation Letter,including any adjustments thereto,and any other
<br /> payments hereunder, neither party shall be in default for its failure to perform or delay in pricing information shall be considered confidential and shall not be disclosed to third parties
<br /> performance caused by events beyond its reasonable control,including,but not limited to, without the other party's written approval.
<br /> strikes,riots,imposition of laws or governmental orders,fires,acts of God,and inability to 17.MISCELLANEOUS. (a) The prevailing party will be entitled to recover reasonable
<br /> obtain equipment,permit changes and regulations,restrictions(including land use)therein, fees and court costs,including attorneys'and expert fees,in enforcing this Agreement.In
<br /> and the affected party shall be excused from performance during the occurrence of such the event Customer fails to pay Company all amounts due hereunder, Company will be
<br /> events. entitled to collect all reasonable collection costs or expenses, including reasonable
<br /> 11.RECYCLING SERVICES. "Recyclables" means those materials provided for attorneys'and expert fees,court costs or handling fees for returned checks from Customer;
<br /> recycling as set forth on Exhibit A or a separate exhibit. Where recycling services are (b) The validity, interpretation and performance of this Agreement shall be construed in
<br /> provided,the following will apply. Single stream Recyclables will consist of Customer's accordance with the law of the state in which the Services are performed;(c)If any provision
<br /> clean,dry,paper or cardboard without wax liners;clean,dry and empty aluminum food and of this Agreement is declared invalid or unenforceable,then such provision shall be deemed
<br /> beverage containers,ferrous(iron)or steel cans,aerosol cans,and rigid container plastics severable from and shall not affect the remainder of this Agreement,which shall remain in
<br /> #1-7,including narrow neck containers and tubs,but excluding foam and film plastics.No full force and effect;(d)Customer's payment obligation for Services and the Warranties and
<br /> individual items may be excluded. Glass may be included only with specific approval of Indemnification made by each party shall survive termination of this Agreement.
<br /> Company.Any material not set forth above is Non-Conforming and non-Recyclable.Single
<br /> stream Recyclables may contain up to 5% non-Recyclables. Wastepaper, including
<br /> cardboard,shall be provided in accordance with the most current[SRI Scrap Specifications
<br /> Circular and any amendments thereto or replacements thereof. For all other Recyclables,
<br /> including construction and demolition debris as so defined under applicable law or
<br /> regulation,Customer shall provide Recyclables in accordance with applicable regulations
<br /> Waste Management (J rmwpjx>o�);rots) Page 2 FINAL IWSA October.2016
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