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W �� e
<br />COMPANY:
<br />Address:
<br />City/State/Zip:
<br />Signed:
<br />Name:
<br />Title:
<br />Effective Date:
<br />SOLID WASTE DISPOSAL AGREEMENT
<br />ElkRiverLandfill,lnc. CUSTOMER: CitvofElkRiver
<br />A WASTE MANAGEMENT COMPANY
<br />W132 N10487 Grant Drive
<br />Germantown W153022
<br />Authorized Signature
<br />MichaelFox
<br />Area Director M&ISales
<br />Jan.15.2023 Date
<br />Address: 13065 Orono Parkwav
<br />City/State/Zip: ElkRiverMN55330
<br />Signed:
<br />Authorized Signature
<br />Name:
<br />Title:
<br />InitialTerm: 36 Months Date
<br />AGREEMENT
<br />This SOLID WASTE DISPOSAL AGREEMENT, consisting oftheterms and conditions setforth herein, and ExhibitA(collectively referred toasthe "Agreemenr), is made asofthe 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 Customers non-hazardous Solid Waste, as described on ExhibitA ('Solid
<br />Waste'). All Solid Wastethatisgenerated, 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 thosevmich are recyclable butexcluding Special Wasteand Hazardous Waste.
<br />'Special Waste" includes polychlorinaled biphenyl ('PCB") wastes, industrial process wastes, asbestos
<br />containing material, petroleum contaminated soils, treated/de-<:haracterized wastes, incinerator ash,
<br />medical wastes, demolifion 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 tem1 s are defi ned by any applicable federal, state,
<br />provincial or local laws or regulations. 'Nonconforming Waste' means waste that (a) is not in
<br />confom1 ance with waste descriptions given by Customer under this Agreement; (b) is prohibited firom
<br />being received, managed or disposed ofatatransfer, storageor 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, ccrrosive, 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) ccntains infom1ation protected by federal,
<br />stateorlocal privacyordatasecurity laws, including butnotlimited tothe Health Insurance Portability
<br />and Aoccuntability Actof 1996, as amended ("HIPAA").
<br />2. CUSTOMER WARRANTIES. Customer hereby represents and warrants that all Solid Waste
<br />collected by or delivered tothe Company shall bein aoccrdance I'.ith waste descriptions given in this
<br />Agreementandshall notbeorcontain any Nonccnfom1 ing Waste. Customerfurther represents and
<br />warrants thatitwill ccmplywith all applicable laws, ordinances, regulations, orders, permits orother
<br />legal requirements applicable to the Solid Waste.
<br />3. TERM OF AGREEMENT. The I nitial Term ofthis Agreement shall be 36 months, commencing on the
<br />Effective Date set forthabove.
<br />4. INSPECTION; REJECTION OF WASTE. Title to and liability for Nonccnforming Waste shall
<br />remain with Customer atall times. Company shall havetherighttoinspect, analyzeortestanywaste
<br />delivered by Customer. IfCustomers Solid Wasteis Nonconfom1ing Waste, Company can, at itsoption,
<br />reject Nonccnfom1 ing Waste and return it to Customer or require Customer to remove and dispose ofthe
<br />Nonconfom1ing WasteatCustomers expense. Customer shall indemnify, hold ham1less (in accordance
<br />with Section 9) and pay or reimburse Company for any and all costs, damages and/orfines
<br />incurred as a result of or relating to Customers tender or delivery of Nonccnforming Waste or
<br />other failure to comply or ccnfom1 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, Nonconfom1 ing
<br />Waste, Company shall havetherighttomanagethesameinthemannerdeemed mostappropriate by
<br />Company given the characteristicsof the Nonconforming Waste. Company may assess and Customer
<br />shall pay additional charges associated with delivery of Nonccnforming Waste, induding, but not
<br />limited to, special handling or disposal charges, and ccsts 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. Tille 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) Companywill
<br />managetheSolid Wasteinasafeandworkmanlike mannerinfullcompliance with all valid and
<br />applicable federal, state and local laws, ordinances, orders, rules and regulations; and (b) itwill 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 allowthe
<br />facility to
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