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AGENT: ________________ COMPANY: ________________ August 2020
<br />4.The Agreement. This agreement of the parties (this “Agreement”) for the transportation and
<br />disposal of Acceptable Waste shall consist of this Agreement, riders to this Agreement (if any),
<br />any Special Waste profile(s) (including any approved changes and re-certifications) which
<br />Agent shall ensure has the identical Special Waste profile number as this Agreement (a
<br />“Special Waste Profile”), manifests, any other documentation that Agent is required to submit
<br />to Company in connection with the transportation and disposal of Acceptable Waste, and any
<br />permits and approvals that may be applicable to the transportation and disposal of such
<br />Acceptable Waste (collectively, the “Acceptable Waste Documentation”).
<br />5.Waste Accepted at Facility. Agent represents, warrants and covenants that all of Agent’s
<br />waste transported to and delivered for disposal at the Facility will be Acceptable Waste and will
<br />not contain any “Unacceptable Waste,” which for purposes of this Agreement means any: (a)
<br />hazardous materials, substances or wastes; radioactive materials or substances; biomedical,
<br />infectious, biohazardous toxic waste or substances; or any other pollutant, contaminant, or
<br />substance that is hazardous or threatening to human health, safety or the environment, in each
<br />as determined by Company or as defined or identified by applicable federal, state, provincial,
<br />tribal and local laws, permits, licenses, regulations, rules and orders regarding the same
<br />(collectively “Applicable Laws”); or (b) waste that is not acceptable under Applicable Laws for
<br />transportation to, storage at, disposal by or processing at the applicable Facility. Agent shall
<br />in all matters relating to the collection, transportation and disposal of the Acceptable Waste
<br />comply with all Applicable Laws.
<br />6.Acceptable Waste. Only waste that satisfies each of the following criteria shall be accepted
<br />for transportation to and disposal at the Facility (“Acceptable Waste”): (a) the waste conforms
<br />to the description set forth in the Acceptable Waste Documentation; (b) the waste does not
<br />contain any Unacceptable Waste; (c) the waste is accurately reflected on any Special Waste
<br />Profile(s) as directed by the Company pursuant to Section 7; (d) the waste is acceptable for
<br />transportation to and disposal at the Facility under all Applicable Laws; and (e) the
<br />transportation to and disposal of the waste at the Facility is otherwise in accordance with this
<br />Agreement. The parties may incorporate additional Acceptable Waste as part of this
<br />Agreement if prior to delivery of such waste to Company, Agent has provided appropriate
<br />Acceptable Waste Documentation for such Acceptable Waste and Company has approved
<br />disposal of such Acceptable Waste in writing and subject to the limitations and conditions
<br />contained in Company’s written notice of approval. Company shall acquire title to Acceptable
<br />Waste when it is loaded into Company’s truck. Title to, and liability for, Waste handled or
<br />disposed of by Company shall at all times remain with Generator and Agent.
<br />7.Rights of Refusal/Rejection. The Agent shall inspect all Special Waste at the place(s) of
<br />collection and shall remove any and all Unacceptable Waste. Company has the right to refuse,
<br />or to reject after acceptance, any load(s) of waste(s) delivered to its Facility including if the
<br />Company believes (a) the Agent has breached (or is breaching) its representations, warranties,
<br />covenants or agreements hereunder, or any Applicable Laws; or (b) that the waste contains
<br />Unacceptable Waste. The Company has the right to refuse, or to reject after acceptance, any
<br />load(s) of waste(s) delivered to its Facility if the Company has reason to believe, in its sole
<br />discretion, that the waste: (1) emits excessive odors; (2) negatively impacts operations at the
<br />Facility. The Company shall have the right to inspect all vehicles of waste haulers, including
<br />the Agent’s vehicles, in order to determine whether the waste is Acceptable Waste pursuant to
<br />this Agreement and Applicable Laws. The Company’s exercise, or failure to exercise, its rights
<br />hereunder shall not operate to relieve the Agent of its responsibilities or liability under this
<br />Agreement.
<br />8.Limited License to Enter. This Agreement provides Agent with a license to enter the Facility
<br />for the limited purpose of, and only to the extent necessary for, off-loading Acceptable Waste
<br />at the Facility in the manner directed by Company. Except in an emergency, Agent’s personnel
<br />shall not leave the immediate vicinity of their vehicle. After off-loading the Acceptable Waste,
<br />Agent’s personnel shall promptly leave the Facility. Under no circumstances shall Agent or its
<br />personnel engage in any scavenging of waste or other materials at the Facility. The Company
<br />reserves the right to make and enforce reasonable rules and regulations concerning the
<br />operation of the Facility, the conduct of the drivers and others on the Facility premises,
<br />quantities and sources of waste, and any other matters necessary or desirable for the safe,
<br />legal and efficient operation of the Facility including, but not limited to, speed limits on haul
<br />roads imposed by the Company, and the wearing of hard hats and other personal protection
<br />equipment by all individuals allowed on the Facility premises. Agent agrees to conform to such
<br />rules and regulations as they may be established and amended from time to time. Company
<br />may refuse to accept waste from and shall deny an entrance license to, any of Agent’s
<br />personnel whom Company believes is under the influence of alcohol or other chemical
<br />substances. Agent shall be solely responsible for its employees and subcontractors performing
<br />their obligations in a safe manner when at the facility of Company.
<br />9.Charges and Payment. Payment shall be made by Agent within thirty (30) days after receipt
<br />of invoice from Company. If any amount is overdue, the Company may terminate this
<br />Agreement. Agent agrees to pay a finance charge equal to the maximum interest rate
<br />permitted by law. Agent shall be liable for all taxes, fees, or other charges imposed upon the
<br />disposal of the Acceptable Waste by federal, state, local or provincial laws and regulations.
<br />Company, from time to time, may modify its rates upon thirty (30) days written notice to Agent.
<br />For the purposes of this section, written notice may be provided via email, certified mail, or
<br />overnight courier. Agent hereby agrees that the Company’s right to receive payments under
<br />this Agreement is unconditional and is not conditioned upon Agent first receiving payment from
<br />Generator or any other party.
<br />10.Termination/Suspension. Company shall have the right to immediately terminate and/or
<br />suspend this Agreement upon the occurrence of any of the following events of default: (a)
<br />Agent’s failure to timely pay any amounts due under this Agreement to Company; (b) Agent’s
<br />breach of any of its obligations, representations, warrants or covenants under this Agreement
<br />or any Acceptable Waste Documentation; or (c) the filing of a voluntary or involuntary petition
<br />for reorganization or bankruptcy against Agent. Agent shall be liable for any losses, claims,
<br />expenses and damages incurred by Company as a result of suspension or termination
<br />hereunder. Agent’s obligations, representations, warranties and covenants regarding the
<br />Acceptable Waste delivered and all indemnities contained in this Agreement shall survive
<br />expiration and termination of this Agreement. Additionally, Company shall have the right to
<br />terminate this Agreement for convenience at any time on 30 days notice to Agent.
<br />11.Personnel Knowledge and Authority. Agent represents, warrants and covenants that its
<br />personnel and agents have been advised by Agent of Company’s prohibition on deliveries of
<br />hazardous materials or substances, radioactive materials or substances, or toxic waste or
<br />substances or any other Unacceptable Waste to the Facility.
<br />12.Indemnification. Each party shall indemnify, defend and hold harmless the other party and
<br />its subsidiaries, affiliates and parent corporations, as applicable, and their respective officers,
<br />directors, lenders, employees, subcontractors and agents from and against any and all claims,
<br />suits, losses, liabilities, assessments, damages, fines, costs and expenses, including
<br />reasonable attorneys’ fees (collectively, “Losses”) arising out of or in connection with such
<br />party’s breach of this Agreement or arising out of the negligence or willful misconduct by such
<br />party or such party’s employees, agents, subcontractors or representatives. Agent further
<br />agrees to indemnify, defend and hold harmless Company, the legal entity owning and/or
<br />operating the Facility, their subsidiaries, affiliates and parent corporations, as applicable, and
<br />each of their respective officers, directors, lenders, employees, subcontractors and agents
<br />(collectively, the “Company Indemnified Parties”) from and against any and all Losses arising
<br />out of or related to (a) the transportation to and/or disposal of any Unacceptable Waste at the
<br />Facility, whether or not Agent or Company was negligent in failing to identify the Unacceptable
<br />Waste; (b) the reloading and/or removal of Unacceptable Waste at the Facility; (c) any
<br />penalties, fines or remediation activities incurred by or imposed as the result of the
<br />transportation and/or disposal of Unacceptable Waste; (d) any increased inspection, testing,
<br />study and analysis costs made necessary due to reasonable concerns of Company as to the
<br />content of the waste transported and/or disposed of at the Facility following discovery of
<br />potentially Unacceptable Waste; and (e) the Company’s inability to use the Facility due to the
<br />presence of Unacceptable Waste including without limitation any consequential damages.
<br />Company may also, in its sole discretion, require Agent to promptly remove the Unacceptable
<br />Waste at Agent’s sole expense. The indemnification and other obligations stated in this Section
<br />11 shall survive the expiration and termination of this Agreement.
<br />13.Insurance. Agent shall maintain in full force and effect throughout the term of this Agreement
<br />the following types of insurance in at least the amounts specified below:
<br />Coverages Minimum Amounts of Insurance
<br />Worker’s Compensation Statutory
<br />Employer’s Liability $1,000,000
<br />General Liability $1,000,000 combined single limit
<br />Automobile Liability (where Agent hauling) $1,000,000 combined single limit
<br />All insurance will be by insurers authorized to do business in the state in which the Facility is
<br />located.
<br />Agent shall deliver the Certificates of Insurance evidencing the foregoing policies to Company
<br />before
<br />Agent delivers any waste to the Facility pursuant to this Agreement. In addition, the (i)
<br />Commercial
<br />General Liability (including the Umbrella/Excess policy) policy must include Contractual Liability
<br />coverage specifically covering Agent’s indemnification of Company, and (ii) The Commercial
<br />General Liability, Automobile Liability and the Umbrella/Excess Liability policies must be written
<br />on an “occurrence form”. Said polices shall not thereafter be canceled, be permitted to expire
<br />or laps, or be changed without 30 days advance written notice has been given to Company.
<br />With the exception of workers’ compensation, Company shall be shown as additional insureds
<br />under all of the insurance policies required by this Section 13. The policies required by this
<br />Section 13 shall be primary and non-contributory with respect to Company, and the insurance
<br />providers shall agree to waive their rights of subrogation against Company
<br />14.Failure to Perform. Except for Agent’s obligation to pay amounts due to Company, neither
<br />party shall be liable for its failure to perform due to circumstances that are both not its fault and
<br />beyond its reasonable control, including, but not limited to, strikes or other labor disputes, riots,
<br />protests, civil disturbances or sabotage, changes in law, fires, floods, compliance with
<br />government requests, explosions, accidents, weather, lack of required natural resources, or
<br />acts of God affecting either party. If any of the circumstances provided for in the preceding
<br />sentence occur, including, without limitation, whether any federal, state or local court or
<br />governmental authority takes any action that would (a) close or restrict operations at the
<br />Facility; or (b) limit the quantity or prohibit the disposal of Acceptable Waste at the Facility,
<br />Company shall have the right to reduce, suspend or terminate Agent’s access to the Facility
<br />immediately, without prior notice; provided, however, that Agent’s payment and indemnification
<br />obligations shall survive such reduction, suspension or termination. Neither Party is required
<br />to settle any labor dispute against its own best judgment.
<br />15.Assignment; Performance of Services. Agent may not assign, transfer, subcontract or
<br />otherwise vest in any other company, entity or person, in whole or in part, any of its rights or
<br />obligations under this Agreement without the prior written consent of Company, which
<br />Company may withhold in its sole discretion. Company may freely assign this Agreement or
<br />any of its rights or obligations thereunder, to any other company, entity or person, in its sole
<br />discretion. Additionally, Company may freely use any of its affiliates to provide the services and
<br />fulfill Company’s obligations under this Agreement.
<br />16.Right of Disposal. This Agreement does not grant any rights to dispose of waste or impose
<br />any obligations on Company to transport or dispose of waste, other than as specifically set
<br />forth in this Agreement.
<br />17.Continuing Compliance. Agent has a continuing obligation to inform Company of any new
<br />information, or information not previously provided to Company by Agent, which may affect the
<br />acceptability of the waste by Company. Further, Agent shall comply with all Company requests
<br />for evidence of Agent’s continuing compliance with the terms of this Agreement and any
<br />Acceptable Waste Documentation including without limitation to the following: (a) providing
<br />new, updated Special Waste Profiles on the waste offered for transportation and disposal; (b)
<br />providing appropriate certification that the waste being offered for transportation and disposal
<br />is accurately reflected by the appropriate Special Waste Profile and (c) re-sampling the waste
<br />at Agent’s sole expense if reasonable cause exists as to its acceptability under the terms of
<br />this Agreement or any Acceptable Waste Documentation.
<br />18.Miscellaneous.
<br />(A) This Agreement shall be governed by the laws of the State in which the Facility is located.
<br />(B) No waiver of a breach of any of the obligations contained in the Agreement shall be construed
<br />to be a waiver of any prior or succeeding breach of the same obligation or of any other
<br />obligation of this Agreement.
<br />(C) Unless otherwise provided for herein, no modification, release, discharge or waiver of any
<br />provision or obligation hereof shall be of any force, or effect, unless in writing signed by all
<br />parties to this Agreement.
<br />(D) Agent shall treat as confidential and not disclose to others during or subsequent to the terms
<br />of this Agreement, except as is necessary to perform this Agreement, or to comply with any
<br />applicable law or regulation any information (including any technical information, experience or
<br />date) regarding the Company’s plans, programs, plants, processes, products, costs, equipment
<br />or operations which may come within the knowledge of the Agent or its employees in the
<br />performance of this Agreement, without in each instance securing the prior written consent of
<br />the other Company.
<br />(E) If any term, phrase, obligation or provision of this Agreement shall be held to be invalid, illegal
<br />or unenforceable in any respect, this Agreement shall remain in effect and be construed without
<br />regard to such term, phrase, obligation or provision.
<br />(F) This Agreement constitutes the entire understanding between the parties, replacing and
<br />amending any prior agreements between the parties, and shall be binding upon all parties
<br />hereto, their successors, heirs, representatives and assigns. Any provision, term or condition
<br />in any acknowledgement, purchase order or other response by Agent which is in addition to or
<br />different from the provisions of this Agreement shall be deemed objected to by the Company
<br />and shall be of no effect.
<br />(G) Agent represents, warrants and covenants that it is and during the term of this Agreement, will
<br />remain, in compliance with and will perform its obligations pursuant to all applicable laws and
<br />regulations and shall indemnify, defend and hold harmless the Company from any breach
<br />thereof.
<br />(H) It is the understanding and agreement of the parties that the Company is an
<br />independent contractor, and is not an agent, nor an authorized representative of the Agent. It
<br />is the further understanding and agreement of the parties that Agent is an authorized
<br />representative of Generator.
<br />(I) Company may provide any of the Services covered by this Agreement through any of
<br />its affiliates or subcontractors, provided that Company shall remain responsible for the
<br />performance of all such services and obligations in accordance with this Agreement
<br />19.Notices. Unless otherwise provided herein, all notices herein provided for shall be considered
<br />as having been given upon being placed in the mail, certified postage prepaid addressed to the
<br />Company or Agent at the address herein set forth in this Agreement or to such other address
<br />as may be given to the other party in writing..
<br />20.Liquidated Damages. If Agent terminates this Agreement before its expiration other than as
<br />a result of a breach by Company, Agent shall pay Company an amount equal to the most recent
<br />month’s monthly charges multiplied by the lesser of (a) six months or (b) the number of months
<br />remaining in the term. Agent acknowledges that in the event of such a termination, actual
<br />damages to Company would be uncertain and difficult to ascertain, such amount is the best,
<br />reasonable and objective estimate of the actual damages to Company, such amount does not
<br />constitute a penalty, and such amount is reasonable under the circumstances. Any amount
<br />payable under this paragraph shall be in addition to amounts already owing under this
<br />Agreement.
<br />DocuSign Envelope ID: 4486CF03-62D0-4C48-834A-C77917EE56B1
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