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<br />© Waste Management (Form Update: 06-2018) Page 1 ISA City of Elk River8
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<br /> INDUSTRIAL WASTE & DISPOSAL SERVICES AGREEMENT
<br />
<br />COMPANY: Waste Management of Minnesota, Inc.
<br /> A WASTE MANAGEMENT COMPANY
<br />Address: W132 N10487 Grant Drive
<br />City/State/Zip: Germantown, WI 53022
<br />Signed:
<br /> Authorized Signature
<br />Name:
<br />Title:
<br />Effective Date: Jan. 15, 2019 Date
<br />CUSTOMER: City of Elk River
<br />
<br />Address: 13065 Orono Parkway
<br />City/State/Zip: Elk River, MN 55330
<br />Signed:
<br /> Authorized Signature
<br />Name:
<br />Title:
<br />Initial Term: 12 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 Sheet(s) entered
<br />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 by and between the Customer
<br />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
<br />collection, management, transportation, disposal, treatment and recycling services (“Services”)
<br />for Customer’s non-hazardous Solid Waste, Special Waste, Hazardous Waste, and/or
<br />Recyclables, as described on Exhibit A and/or Confirmation Letter(s) and/or applicable Profile
<br />Sheets (collectively “Industrial Waste”). “Solid Waste” means garbage, refuse and rubbish
<br />including those which are recyclable but excluding Special Waste and Hazardous Waste.
<br />“Special Waste” includes polychlorinated biphenyl (“PCB”) wastes, industrial process wastes,
<br />asbestos containing material, petroleum contaminated soils, treated/de -characterized wastes,
<br />incinerator ash, medical wastes, demolition debris and other materials requiring special handling in
<br />accordance with any applicable federal, state, provincial or local laws or regulations. “Hazardous
<br />Waste” means any hazardous, toxic, or radioactive substances, as such terms are defined by any
<br />applicable federal, state, provincial or local laws or regulations. “Nonconforming Waste” means
<br />waste that (a) is not in conformance with waste descriptions given by Customer under this
<br />Agreement, in an Exhibit A, Confirmation Letter(s) or the Profile Sheet incorporated herein; (b) is
<br />prohibited from being received, managed or disposed of at a transfer, storage or disposal facility
<br />used hereunder by federal, state or local law, regulation, ordinance, permit or other legal
<br />requirement; (c) is non-hazardous Solid Waste that contains regulated Special Waste or
<br />Hazardous Waste; (d) is or contains any infectious waste, radioactive, volatile, corrosive,
<br />flammable, explosive, biomedical, biohazardous material, regulated medical or hazardous waste
<br />or toxic substances, as defined pursuant to or listed or regulated under applicable federa l, state
<br />or local law, except as stated on Exhibit A, the Profile Sheet or Confirmation Letter; or (e) contains
<br />information protected by federal, state or local privacy or data security laws, including but not
<br />limited to the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”).
<br />2. CUSTOMER WARRANTIES. Customer hereby represents and warrants that all Industrial
<br />Waste collected by or delivered to the Company shall be in accordance with waste descriptions
<br />given in this Agreement and shall not be or contain any Nonconforming Waste. When the
<br />Company handles Special or Hazardous Waste for Customer, Customer will provide the
<br />Company with a Generator's Waste Profile Sheet (“Profile Sheet”) describing all Special or
<br />Hazardous Waste, and provide a representative sample of such waste on request. In the event
<br />this Agreement includes transportation by the Company, Customer shall, at the time of tender,
<br />provide to the Company accurate and complete documents, shipping papers or manifests as are
<br />required for the lawful transfer of the Industrial Waste under all applicable federal, state or local
<br />laws or regulations. Tender or delivery shall be considered nonconforming if not in accordance
<br />with this Section. Customer further represents and warrants that it will comply with all applicable
<br />laws, ordinances, regulations, orders, permits or other legal requirements applicable to the
<br />Industrial Waste. Customer shall provide the Company and its Subcontractors a safe work
<br />environment for Services performed on any premises owned or controlled by Customer. To the
<br />extent applicable, Customer agrees that it will comply with Minn. Stat. § 473.848, Restrictions on
<br />Disposal, which permits Customer to bring “unprocessed mixed municipal solid waste” generated
<br />in the seven-county “metropolitan area” (defined in Section 473.121) to Company’s disposal
<br />facility for disposal under the circumstances enumerated in 473.848. Subd. 1(a). If the
<br />metropolitan area waste will not be certified as unprocessible by a county under Subdivision
<br />1(a)(1) and none of the enumerated circumstances in Subdivision 1(a)2(i)-(iii) apply, Customer
<br />understands that it should bring the “unprocessed mixed municipal solid waste” to a resource
<br />recovery facility.
<br />3. TERM OF AGREEMENT. The Initial Term of this Agreement shall be 12 months, commencing
<br />on the Effective Date set forth above.
<br />4. INSPECTION; REJECTION OF WASTE. Title to and liability for Nonconforming Waste
<br />shall remain with Customer at all times. Company shall have the right to inspect, analyze or
<br />test any waste delivered by Customer. If Customer’s Industrial Waste is Nonconforming Waste,
<br />Company can, at its option, reject Nonconforming Waste and return it to Customer or require
<br />Customer to remove and dispose of the Nonconforming Waste at Customer’s expense. Customer
<br />shall indemnify, hold harmless (in accordance with Section 9) and pay or reimburse Company
<br />for any and all costs, damages and/or fines incurred as a result of or relating to Customer's
<br />tender or delivery of Nonconforming Waste or other failure to comply or conform to this
<br />Agreement, including costs of inspection, testing and analysis. Company also may reject any
<br />Industrial Waste that could adversely impact the receiving facility, or Company may terminate the
<br />Agreement or the applicable Exhibit A related to such Industrial Waste.
<br />5. SPECIAL HANDLING; TITLE. If Company elects to handle, rather than reject,
<br />Nonconforming Waste, Company shall have the right to manage the same in the manner deemed
<br />most appropriate by Company given the characteristics of the Nonconforming Waste. Company
<br />may assess and Customer shall pay additional charges associated with delivery of
<br />Nonconforming Waste, including, but not limited to, special handling or disposal charges,
<br />and costs associated with different quantities of waste, different delivery dates, modifications in
<br />operations, specialized equipment, and other operational, environmental, health, safety or
<br />regulatory requirements. Title to and ownership of acceptable Industrial Waste shall transfer to
<br />Company upon its final acceptance of such waste.
<br />6. COMPANY WARRANTIES. Company hereby represents and warrants that: (a) Company
<br />will manage the Industrial Waste in a safe and workmanlike manner in full compliance with all
<br />valid and applicable federal, state and local laws, ordinances, orders, rules and regulations; and
<br />(b) it will use disposal and recycling facilities that have been issued permits, licenses, certificates
<br />or approvals required by valid and applicable laws, ordinances and regulations necessary to allow
<br />the facility to accept, treat and/or dispose of Industrial Waste. Except as provided herein,
<br />Company makes no other warranties and hereby disclaims any other warranty, whether implied
<br />or statutory.
<br />7. LIMITED LICENSE TO ENTER. When a Customer is transporting Industrial Waste to a
<br />Company facility, Customer and its subcontractors shall have a limited license to enter a disposal
<br />facility for the sole purpose of off-loading Industrial Waste at an area designated, and in the
<br />manner directed, by Company. Customer shall, and shall ensure that its subcontractors, comply
<br />with all rules and regulations of the facility, as amended. Company may reject Industrial Waste,
<br />deny Customer or its subcontractors entry to its facility and/or terminate this Agreement in the
<br />event of Customer’s or its subcontractors’ failure to follow such rules and regulations.
<br />8. CHARGES AND PAYMENTS. Customer shall pay the rates (“Charges”) set forth on Exhibit
<br />A or a Confirmation Letter, which may be modified as provided in this Agreement. Company
<br />reserves the right, and Customer acknowledges that it should expect Company to increase or add
<br />Charges payable by Customer hereunder during the Term. The rates may be adjusted by
<br />Company to account for: any changes or modifications to, or differences between, the actual
<br />equipment and Services provided by Company to Customer and those specified on Exhibit A; any
<br />increase in or to recoup all or any portion of, disposal, transportation, processing, fuel or
<br />environmental compliance fees or costs, or recovery of the Company’s and affiliates’ costs
<br />associated with host community fees, waste disposal taxes and similar charges paid to municipal
<br />or other governmental authorities or agencies to engage in recycling and waste collection,
<br />transfer, processing, disposal and treatment; any change in the composition, amount or weight
<br />of the Industrial Waste collected by Company from Customer’s service location(s) from what is
<br />specified on Exhibit A (including for container overages or overflows) of the Industrial Waste;
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