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<br /> and local laws,ordinances,orders,rules and regulations;and(b)it will use changes and regulations, restrictions(including land use)therein, and the
<br /> disposal facilities that have been issued permits,licenses,certificates or ap- affected party shall be excused from performance during the occurrence of
<br /> provals required by valid and applicable laws,ordinances and regulations such events.
<br /> necessary to allow the facility to accept,treat and/or dispose of Industrial 11.ASSIGNMENT.This Agreement shall be binding on and shall inure to
<br /> Waste.Except as provided herein,Company makes no other warranties and the benefit of the parties and their respective successors and assigns.
<br /> hereby disclaims any other warranty,whether Implied or statutory. 12.ENTIRE AGREEMENT. This Agreement represents the entire under-
<br /> 7.LIMITED LICENSE TO ENTER.When a Customer Is transporting In- standing and agreement between the parties relating to the management of
<br /> dustrial Waste to a Company facility,Customer and its subcontractors shall waste and supersedes any and all prior agreements,whether written or oral,
<br /> have a limited license to enter a disposal facility for the sole purpose of off- between the parties regarding the same;provided that,the terms of any na-
<br /> loading Industrial Waste at an area designated,and in the manner directed, tional service agreement between the parties shall govern over any Moon-
<br /> by Company.Customer shall,and shall ensure that its subcontractors,corn- sistent terms herein.
<br /> ply with all rules and regulations of the facility,as amended.Company may 13.TERMINATION; LIQUIDATED DAMAGES.Company may immediately
<br /> reject Industrial Waste,deny Customer or its subcontractors entry to its foci/- terminate this Agreement,(a)in the event of Customer's breach of any term
<br /> ity and/or terminate this Agreement in the event of Customer's or its subcon- or provision of this Agreement,including failure to pay on a timely basis or
<br /> tractors'failure to follow such rules and regulations. (b)if Customer becomes insolvent,the subject of an order for relief in bank-
<br /> 8.CHARGES AND PAYMENTS.Customer shall pay the rates set forth on ruptcy,receivership,reorganization dissolution,or similar law,or makes an
<br /> Exhibit A or a Confirmation Letter,which may be modified as provided in this assignment for the benefit of its creditors or if Company deems itself in-
<br /> Agreement.The rates may be adjusted by Company to account for:any in- secure as to payment("Default°).Notice of termination shall be in writing and
<br /> crease in or to recoup all or any portion of,disposal,transportation,fuel or deemed given when delivered in person or by certified mail, postage pre-
<br /> environmental compliance fees or costs;any change in the composition of paid,return receipt requested.In the event Customer terminates this Agree-
<br /> the Industrial Waste;increased costs due to uncontrollable circumstances, ment prior to the expiration of any Initial or Renewal Term for any reason
<br /> including,without limitation,changes in local,state or federal laws or regula- other than as provided herein, or in the event Company terminates this
<br /> tions, imposition of taxes, fees or surcharges and acts of God such as Agreement for Customer's Default, liquidated damages in addition to the
<br /> floods, fires, etc. Company may also increase the charges to reflect in- Company's legal fees shall be paid and calculated as follows: 1)if the re-
<br /> creases in the Consumer Price Index for the municipal or regional area in maining Initial Term under this Agreement is six or more months,Customer
<br /> which the Services are rendered. Increases In charges for reasons other shall pay its most recent monthly charges multiplied by six;2)If the remain-
<br /> than as provided above require the consent of Customer which may be evi- ing Initial Term under this Agreement is less than six months,Customer shall
<br /> denced verbally,in writing or by the actions and practices of the parties.All pay its most recent monthly charges multiplied by the number of months re-
<br /> rate adjustments as provided above and in Paragraph 5 shall take effect maining in the Term;3)if the remaining Renewal Term under this Agreement
<br /> upon notification from Company to Customer.Customer shall pay the rates is three or more months, Customer shall pay its most recent monthly
<br /> in full within 30 days of invoice date. Customer shall pay a late fee on all charges multiplied by three;or 4)if the remaining Renewal Term under this
<br /> past due amounts accruing from the date of the invoice at a rate of 2,5%per Agreement is less than three months, Customer shall pay its most recent
<br /> month or,if less,the maximum rate allowed by law. monthly charges multiplied by the number of months remaining In the Re-
<br /> 9.INDEMNIFICATION.The Company agrees to indemnify,defend and save newel Term.Customer acknowledges that the actual damage to Company in
<br /> Customer harmless from and against any and all liability(including reason- the event of termination is difficult to fix or prove, and the foregoing liqul-
<br /> able attorneys fees)which Customer may be responsible for or pay out as a dated damages amount is reasonable and commensurate with the antici-
<br /> result of bodily injuries(including death),property damage,or any violation paced loss to Company resulting from such termination and Is an agreed
<br /> or alleged violation of law,to the extent caused by Company's breach of this upon fee and Is not imposed as a penalty.Collection of liquidated damages
<br /> Agreement or by any negligent act,negligent omission or willful misconduct by Company shall be in addition to any rights or remedies available to Corn-
<br /> of the Company or its employees,which occurs(1)during the collection or pany under this Agreement or at common law.
<br /> transportation of Customer's Industrial Waste by Company,or(2)as a result 14.MISCELLANEOUS. (a)The prevailing party will be entitled to recover
<br /> of the disposal of Customer's Industrial Waste,after the date of this Agree- reasonable fees and court costs,including attorneys'fees,in interpreting or
<br /> ment,in a facility owned by a subsidiary or affiliate of Waste Management, enforcing this Agreement. In the event Customer fails to pay Company all
<br /> provided that the Company's indemnification obligations will not apply to amounts due hereunder, Company will be entitled to collect all reasonable
<br /> occurrences involving Nonconforming Waste, collection costs or expenses, including reasonable attorneys fees, court
<br /> Customer agrees to indemnify, defend and save the Company harmless costs or handling fees for returned checks from Customer;(b)The validity,
<br /> from and against any and all liability(including reasonable attorneys fees) interpretation and performance of this Agreement shall be construed in ac-
<br /> which the Company may be responsible for or pay out as a result of bodily cordance with the law of the state in which the Services are performed;(c)If
<br /> injuries(including death),property damage,or any violation or alleged viola- any provision of this Agreement is declared invalid or unenforceable, then
<br /> tion of law to the extent caused by Customer's breach of this Agreement or such provision shall be deemed severable from and shall not affect the re-
<br /> by any negligent act, negligent omission or willful misconduct of the Cus- mainder of this Agreement, which shall remain in full force and effect; (d)
<br /> tomer or its employees, agents or contractors in the performance of this Customer's payment obligation for Services and the Warranties and Indem-
<br /> Agreement or Customer's use, operation or possession of any equipment nification made by each party shall survive termination of this Agreement.
<br /> furnished by the Company. Agreed&Accepted
<br /> Neither party shall be liable to the other for consequential,incidental or puni-
<br /> tive damages arising out of the performance of this Agreement. {C e5 PG�Yl e l''
<br /> 10.UNCONTROLLABLE CIRCUMSTANCES. Except for the obligation to Signed:
<br /> make payments hereunder,neither party shall be in default for its failure to Authorized Signatory
<br /> perform or delay in performance caused by events beyond its reasonable CUSTOMER I i
<br /> control,including,but not limited to,strikes,riots,imposition of laws or gov- Signed: SI r
<br /> ernmental orders,fires,acts of God,and inability to obtain equipment,permit M 4 o4„„, rized Signatory /,,,',717-.Ani/KLGrI
<br /> 0 Waste Management(rev.81612014) Page 2 of 2 APPROVE[tUoilaRiALIMN®i`•`•SAL AGREEMENT
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<br /> JAMES 1). iLFS, City Attorney
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