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<br />© Waste Management (Form Update: 07-2019) Page 1 of 2 ISA City of Elk River 1.15.2020July 12, 2019
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<br /> SOLID WASTE DISPOSAL AGREEMENT
<br />
<br />COMPANY: Elk River Landfill, 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: Peggy Slind
<br />Title: Account Manager
<br />Effective Date: Jan. 15, 2020 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: 36 Months Date
<br />AGREEMENT
<br />This SOLID WASTE DISPOSAL AGREEMENT, consisting of the terms and conditions set forth herein, and Exhibit A (collectively referred to as the “Agreement”), is made as of the Effective Date
<br />shown above by and between the Customer named above (“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 disposal
<br />services (“Services”) for Customer’s non-hazardous Solid Waste, as described on Exhibit A (“Solid
<br />Waste”). All Solid Waste that is generated, handled and/or collected by Customer shall be managed
<br />exclusively by Company during the term of this Agreement. “Solid Waste” means garbage, refuse and
<br />rubbish including those which are recyclable but excluding Special Waste and Hazardous Waste.
<br />“Special Waste” includes polychlorinated biphenyl (“PCB”) wastes, industrial process wastes, asbestos
<br />containing material, petroleum contaminated soils, treated/de -characterized wastes, incinerator ash,
<br />medical wastes, demolition debris and other materials requiring special handling in accordance with any
<br />applicable federal, state, provincial or local laws or regulations. “Hazardous Waste” means any
<br />hazardous, toxic, or radioactive substances, as such terms are defined by any applicable federal, state,
<br />provincial or local laws or regulations. “Nonconforming Waste” means waste that (a) is not in
<br />conformance with waste descriptions given by Customer under this Agreement; (b) is prohibited from
<br />being received, managed or disposed of at a transfer, storage or disposal facility used hereunder by
<br />federal, state or local law, regulation, ordinance, permit or other legal requirement; (c) is non-hazardous
<br />Solid Waste that contains regulated Special Waste or Hazardous Waste; (d) is or contains any
<br />infectious waste, radioactive, volatile, corrosive, flammable, explosive, biomedical, biohazardous
<br />material, regulated medical or hazardous waste or toxic substances, as defined pursuant to or listed or
<br />regulated under applicable federal, state or local law; or (e) contains information protected by federal,
<br />state or local privacy or data security laws, including but not limited to the Health Insurance Portability
<br />and Accountability Act of 1996, as amended (“HIPAA”).
<br />2. CUSTOMER WARRANTIES. Customer hereby represents and warrants that all Solid Waste
<br />collected by or delivered to the Company shall be in accordance with waste descriptions given in this
<br />Agreement and shall not be or contain any Nonconforming Waste. Customer further represents and
<br />warrants that it will comply with all applicable laws, ordinances, regulations, orders, permits or other
<br />legal requirements applicable to the Solid Waste.
<br />3. TERM OF AGREEMENT. The Initial Term of this Agreement shall be 36 months, commencing on the
<br />Effective Date set forth above.
<br />4. INSPECTION; REJECTION OF WASTE. Title to and liability for Nonconforming Waste shall
<br />remain with Customer at all times. Company shall have the right to inspect, analyze or test any waste
<br />delivered by Customer. If Customer’s Solid Waste is Nonconforming Waste, Company can, at its option,
<br />reject Nonconforming Waste and return it to Customer or require Customer to remove and dispose of the
<br />Nonconforming Waste at Customer’s expense. Customer shall indemnify, hold harmless (in accordance
<br />with Section 9) and pay or reimburse Company for any and all costs, damages and/or fines
<br />incurred as a result of or relating to Customer's tender or delivery of Nonconforming Waste or
<br />other failure to comply or conform to this Agreement, including costs of inspection, testing and
<br />analysis. Company also may impose volume limitations on inbound deliveries, reject any Solid Waste
<br />that could adversely impact the receiving facility, or Company may terminate the Agreement .
<br />5. SPECIAL HANDLING; TITLE. If Company elects to handle, rather than reject, Nonconforming
<br />Waste, Company shall have the right to manage the same in the manner deemed most appropriate by
<br />Company given the characteristics of the Nonconforming Waste. Company may assess and Customer
<br />shall pay additional charges associated with delivery of Nonconforming Waste, including, but not
<br />limited to, special handling or disposal charges, and costs associated with different quantities of
<br />waste, different delivery dates, modifications in operations, specialized equipment, and other
<br />operational, environmental, health, safety or regulatory requirements. Title to and ownership of
<br />acceptable Solid Waste shall transfer to Company upon its final acceptance of such waste.
<br />6. COMPANY WARRANTIES. Company hereby represents and warrants that: (a) Company will
<br />manage the Solid Waste in a safe and workmanlike manner in full compliance with all valid and
<br />applicable federal, state and local laws, ordinances, orders, rules and regulations; and (b) it will use
<br />disposal and recycling facilities that have been issued permits, licenses, certificates or approvals
<br />required by valid and applicable laws, ordinances and regulations necessary to allow the facility to
<br />accept, treat and/or dispose of Solid Waste. Except as provided herein, Company makes no other
<br />warranties and hereby disclaims any other warranty, whether implied or statutory.
<br />7. LIMITED LICENSE TO ENTER. When a Customer is transporting Solid Waste to a Company
<br />facility, Customer and its subcontractors shall have a limited license to enter a disposal facility for the
<br />sole purpose of off-loading Solid Waste at an area designated, and in the manner directed, by Company.
<br />Customer shall, and shall ensure that its subcontractors, comply with all rules and regulations of the
<br />facility, as amended. Company may reject Solid Waste, deny Customer or its subcontractors entry to its
<br />facility and/or terminate this Agreement in the event of Customer’s or its subcontractors’ failure to follow
<br />such rules and regulations.
<br />8. CHARGES AND PAYMENTS. Customer shall pay the rates (“Charges”) set forth on Exhibit A. The
<br />charges may be adjusted by written agreement between Customer and Company to account for: any
<br />changes or modifications to, or differences between, the actual equipment and Services provided by
<br />Company to Customer and those specified on Exhibit A; any increase in or to recoup all or any portion
<br />of, disposal, transportation, processing and fuel costs or environmental compliance fees or costs, or
<br />recovery of the Company’s and affiliates’ costs associated with host community fees, waste disposal
<br />taxes and similar charges paid to municipal or other governmental authorities or agencies to engage in
<br />recycling and waste collection, transfer, processing, disposal and treatment; any change in the
<br />composition, amount or weight of the Solid Waste from what is specified on Exhibit A (including for
<br />container overages or overflows) of the Solid Waste; increased costs due to uncontrollable
<br />circumstances, including, without limitation, changes (occurring from and after three (3) months prior to
<br />the Effective Date) in local, state, or federal or foreign laws or regulations (or the enforcement,
<br />interpretation or application thereof), including the imposition of or increase in taxes, fees or surcharges,
<br />or acts of God such as floods, fires, hurricanes and natural disasters. Changes to the Charges payable
<br />under this Agreement must be agreed to in writing including, without limitation, electronic or online
<br />acceptance. All rate adjustments as provided above shall take effect upon agreement between
<br />Company and Customer. Customer shall pay the rates in full within thirty (30) days of the invoice
<br />date.
<br />Company shall send all invoices for Charges and any required notices to Customer under this
<br />Agreement to Customer’s billing address specified at the top of the Agreement. Unless specifically
<br />agreed to in writing by Company and subject to such additional costs that Company may charge, in its
<br />discretion, Company shall not be required to bill Customer using Customer’s or any third party billing
<br />portal or program. In no event shall the use by Company of Customer’s or any third party billing portal
<br />or program, or any terms thereof, operate to amend or supplement the terms and conditions of this
<br />Agreement, which will remain binding in accordance with its terms. Customer shall pay all invoiced
<br />Charges within thirty (30) days of the invoice date, by check mailed to Company’s payment address on
<br />Customer’s invoice. Payment by any other method or channel, including in person, online or by phone,
<br />shall be as allowed by Company and subject to applicable convenience fees and other costs charged
<br />by Company, from time to time. Any Customer invoice balance not paid within thirty (30) days of the
<br />date of invoice is subject to a late charge, and any Customer check returned for insufficient funds is
<br />subject to a non-sufficient funds charge, both to the maximum extent allowed by applicable law.
<br />Customer acknowledges that any late charge charged by Company is not to be considered as interest
<br />on debt or a finance charge, and is a reasonable charge for the anticipated loss and cost to Company
<br />for late payment. If payment is not made when due, Company retains the right to suspend Services until
<br />the past due balance is paid in full. In addition to full payment of outstanding balances, Customer shall
<br />be required to pay a reactivation charge to resume suspended Services. If Services are suspended for
<br />more than fifteen (15) days, Company may immediately terminate this Agreement for default and recover
<br />any equipment and all amounts owed hereunder, including liquidated damages under Section 14.
<br />9. INDEMNIFICATION. The Company agrees to indemnify, defend and save Customer harmless from
<br />and against any and all liability (including reasonable attorneys’ fees) which Customer may be
<br />responsible for or pay out as a result of bodily injuries (including death), property damage, or any
<br />violation or alleged violation of law, to the extent caused by Company’s breach of this Agreement or by
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