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<br /> 1/1 teat INDUSTRIAL WASTE SERVICES&DISPOSAL
<br /> Vitoarrg MANlire6MENT AGREEMENT
<br /> COMPANY: Chemical Waste Management of the Northwest,Inc. CUSTOMER: is t1 O-' ,j yi5'12E`r'r
<br /> A WASTE MANAGEMENT COMPANY
<br /> Name: Kortney Fisher 1/12/15 Name: frrfq/: )l/tiKt" PvGALtztS 7 '
<br /> Title: TSR Date Title: , .._
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<br /> Initial Term: 36 months
<br /> Effective Date of 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
<br /> the Profile 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
<br /> as of the Effective Date shown above by and between the Customer named above,on its and its subsidiaries and affiliates behalf(collectively,"Customer")
<br /> and the Waste Management entity named above("the Company").
<br /> TERMS AND CONDITIONS
<br /> 1.SERVICES PROVIDED. The Company will provide Customer with col- ordinances,regulations,orders,permits or other legal requirements applica-
<br /> lection,management,transportation,disposal,treatment,and recycling ser- ble to the Industrial Waste.
<br /> vices("Services")for Customer's non-hazardous solid waste,special waste, 3.TERM OF AGREEMENT;RIGHT OF FIRST REFUSAL.The Initial Term
<br /> and/or hazardous waste(collectively"Industrial Waste")as described on Ex- of this Agreement shall be 36 months,commencing on the Effective Date set
<br /> hibit A and/or Confirmation Letter(s)and/or applicable Profile Sheets.Solid forth above.This Agreement shall automatically renew thereafter for addi-
<br /> Waste means garbage,refuse and rubbish including those which are recy- tional terms of twelve(12)months each("Renewal Term")unless either party
<br /> clable but excluding Special Waste and Hazardous Waste.Special Waste gives to the other party written notice of termination at least ninety(90)days
<br /> includes polychlorinated biphenyl("PCB')wastes,industrial process wastes, prior to the termination of the then-existing term;provided however,that the
<br /> asbestos containing material, petroleum contaminated soils, treated/de- terms and conditions of this Agreement shall remain In full force and effect,
<br /> characterized wastes,incinerator ash,medical wastes,demolition debris and in accordance with its terms,with respect to any uncompleted or unfinished
<br /> other materials requiring special handling in accordance with applicable fed- Service provided for in an Exhibit A,Confirmation Letter and/or Profile Sheet
<br /> eral,state,provincial or local laws or regulations.Hazardous Waste means until such Service Is completed.Customer grants to Company a right of first
<br /> any toxic or radioactive substances,as such terms are defined by applicable refusal to match any offer which Customer receives or intends to make after
<br /> federal,state,provincial or local laws or regulations,All Industrial Waste that is the completion of any Term of this Agreement relating to any services pro-
<br /> generated,handled and/or collected by Customer shall be managed exclu- vided hereunder and further agrees to give Company prompt written notice
<br /> sively by Company during the term of this Agreement.When Company han- of any such offer and a reasonable opportunity to respond to it.
<br /> dies special or hazardous waste for Customer,Customer will provide Corn-
<br /> 4.INSPECTION; REJECTION OF WASTE. Title to and liability for Non-
<br /> pany with a Generator's Waste Profile Sheet("Profile Sheet")describing all conforming Waste shall remain with Customer at all times.Company shall
<br /> special or hazardous waste,and provide a representative sample of such have the right to inspect,analyze or test any waste delivered by Customer.If
<br /> waste on request. In the event this Agreement includes transportation by
<br /> Customer's Industrial Waste is Nonconforming Waste, Company can, at its
<br /> Company,Customer shall,at the time of tender,provide to Company accu- option,reject Nonconforming Waste and return it to Customer or require Cus-
<br /> rate and complete documents,shipping papers or manifests as are required tomer to remove and dispose of the Nonconforming Waste at Customer's ax-
<br /> for the lawful transfer of the special or hazardous waste under all applicable pense.Customer shall indemnify,hold harmless(in accordance with Section
<br /> federal,state or local laws or regulations.Tender of delivery shall be consid- 9)and pay or reimburse Company for any and all costs,damages and/or
<br /> ered nonconforming if not In accordance with this Paragraph. fines incurred as a result of or relating to Customer's tender or delivery of
<br /> 2.CUSTOMER WARRANTIES.Customer hereby represents and warrants Nonconforming Waste or other failure to comply or conform to this Agree-
<br /> that all waste material delivered by Customer to Company shall be in accor- ment,including costs of inspection,testing and analysis.
<br /> dance with waste descriptions given in this Agreement and shall not be or 5.SPECIAL HANDLING; TITLE. If Company elects to handle,rather than
<br /> contain any Nonconforming Waste."Nonconforming Waste"means:(a)non reject,Nonconforming Waste,Company shall have the right to manage the
<br /> hazardous Solid Waste that contains regulated Special Waste or Hazardous same In the manner deemed most appropriate by Company given the char-
<br /> Waste;(b)waste that is not in conformance with the description of the waste acteristics of the Nonconforming Waste. Company may assess and Cus-
<br /> in Exhibit A, the Confirmation Letter(s) or the Profile Sheet incorporated tomer shall pay additional fees associated with delivery of Nonconforming
<br /> herein;(c)waste that is or contains any infectious waste,radioactive,vola Waste, including, but not limited to,special handling or disposal charges,
<br /> tile, corrosive, flammable, explosive, biomedical, biohazardous material, and costs associated with different quantities of waste, different delivery
<br /> regulated medical or hazardous waste or toxic substances,as defined pur dates,modifications in operations,specialized equipment,and other opera-
<br /> suant to or listed or regulated under applicable federal,state or local law, tional,environmental,health,safety or regulatory requirements.Title to and
<br /> except as stated on the Profile Sheet or Confirmation Letter; or(d)waste ownership of acceptable Industrial Waste shall transfer to Company upon its
<br /> that is prohibited from being received,managed or disposed of at the desig- final acceptance of such waste.
<br /> nated disposal facility by Federal, state or local law, regulation,rule,code,
<br /> ordinance,order,permit or permit condition.Customer(including its subcon 6.COMPANY WARRANTIES. Company hereby represents and warrants
<br /> tractors)represents and warrants that it will comply with all applicable laws, that: (a) Company will manage the Industrial Waste in a safe and work-
<br /> manlike manner in full compliance with all valid and applicable federal,state
<br /> ©Waste Management(rev.8/6/2014) Page 1 of 2 INDUSTRIAL WASTE&DISPOSAL AGREEMENT
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