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any negligent act, negligent omission or willful misconductoftheCompany oritsemployees, Yrilich
<br />occurs (1) during thecollection ortransportation ofCustomer's Induslrial Waste byCompany, or(2) as
<br />a resultofthe disposal ofcustomer's Industrial Waste, after the dateof Ihis Agreement, in a facility
<br />o\Illled by a subsidiary or affiliate of the Company provided Ihat the Company's indemnification
<br />obligations will notapply tooccurrences involving Nonconforming Waste.
<br />Customer agrees to indemnify, defend and save the Company harmless from and against any and all
<br />liability Oncluding reasonable attorneys' fees) YrilichlheCompany may be responsible foror pay out as
<br />a result ofbodily injuries (including death), property damage, or any violation oralleged violation of law
<br />tothe extent causedby Customer's breach ofthis Agreement or by any negligent act, negligent omission
<br />or willful misconduct ofthe Customer or its employees, agents or contractors in the performance of this
<br />Agreement or Customer's use, operation or possession ofany equipment furnished by the Company.
<br />Neither party shall be liable to the other for consequential, incidental or punitive damages arising out of
<br />the performance of this Agreement except for third party claims related to violations of law.
<br />10.UNCONTROLLABLE CIRCUMSTANCES. Except for the obligation to make payments
<br />hereunder, neilher partyshall beindefaultforitsfailuretoperform ordelayin performancecaused by
<br />events beyond its reasonable control, including, but notlimited to, strikes, riots, imposition of laws or
<br />governmental orders, fres, acts of God, and inability to obtain equipment, permit changes and
<br />regulations, restrictions (including land use) !herein, and the affected party shall be excused from
<br />performance during the occurrence ofsuch events.
<br />11. ASSIGNMENT&SUBCONTRACTING.ThisAgreementshall bebinding onand shall inureto
<br />the benefitofthe partiesandtheirrespectivesuccessorsandassigns. Customeracknowiedges and
<br />agreesthattheCompany may utilizeunaffiliatedsubcontractorslhatarenotaffiliatesofCompany to
<br />provide the Services to Customer. Customer may not broker the disposal of Solid Waste through third
<br />parties under this Agreement without Company's express written consent.
<br />12. ENTIRE AGREEMENT. ThisAgreementanditsexhibitsandattachmentsrepresenttheentire
<br />understanding and agreement between the parties relating tothe Services and supersedes any and all
<br />prior agreements, Yrilether written or oral, between the parties regarding the same; provided that, the
<br />termsofany national serviceagreement orlease agreementforcompactors orspecialty equipment
<br />between the parties shall govern over any inconsistent terms herein.
<br />13. TERMINATION; LIQUIDATED DAMAGES. Company mayterminatethisAgreementand/orExhibit
<br />A at any time without cause by providing Customer v.ith at least 60 days written notice prior to the
<br />termination date.
<br />Company orCustomer may immediately terminatethisAgreementintheeventoftheother's breach of
<br />any term or provision of this Agreement, including failure to pay on a timely basis. Notice of
<br />termination shall be in writing and deemed given when delivered in person or by certified mail, postage
<br />prepaid, return receipt requested. In the event Customer terminates this Agreement prior to the
<br />expiration of the Initial Term ('Term') for any reason other than Company's default, or in the event
<br />Company termi nates this Agreement for Customer's default, Customer shall pay the followi ng liquidated
<br />damages in addition to the Company's legal fees, if any: (a) if the remaining Term (including any
<br />applicable Renewal Term) under this Agreement issix (6) or more months, Customer shall pay the
<br />average of its six (6) most recent monthly Charges (or, ifthe Effective Date is I'lithin six (6) months of
<br />Company's last invoice date, the average of all monthly Charges) multiplied by six (6); or (b) if the
<br />remaining Term under thisAgreement is less than six (6) months, Customer shall pay the average of its
<br />six (6) most recent monthly Charges multiplied by the number of months remaining in the Term.
<br />Customer shall pay liquidated damages of $100 for every Customer waste tire Ihat is found at the
<br />disposalfacility.Customeracl<no1\IedgesthattheactualdamagetoCompany intheeventoftermination
<br />is impractical or extremely difficult to fix or prove, and the foregoing liquidated damages amount is
<br />reasonable and commensurate with the anticipated loss to Company resulting from such termination
<br />and is an agreed upon charge and is notimposed as a penalty. Collection ofliquidated damages by
<br />CompanyshallbeinadditiontoanyrightsorremediesavailabletoCompany underthisAgreementor
<br />atlaw.l n addition toand notin limitation oftheforegoing, either partytothisAgreement shall beentitled
<br />torecoveralllosses,damages andcosts,including attorneys'feesandcosts, resultingfrom theother
<br />party'sbreachofany otherprovisionofthisAgreementinadditiontoallotherremediesavailableatlaw
<br />or i n equtiy.
<br />14. CONFIDENTIALITY. Except as required by law, including, but not limited to, laws applicable to
<br />government contract and public audits, record retention and data practices, the parties agree that the
<br />ratessetforth on ExhibitA, including any adjustments thereto, and any other pricing information shall
<br />beconsidered confidential and shall not bedisclosed tolhird parties without theolher party'swritten
<br />approval.
<br />15. MISCELLANEOUS. (a) The prevailing party will be entiUed to recover reasonable fees and
<br />courtcosts, including attorneys' and expertfees, in enforcing this Agreement. I n theevent Customer
<br />fails to pay Company all amounts due hereunder, Company v.ill be entitled tocollectall reasonable
<br />collection oosts or expenses, including reasonable attorneys' and expert fees, court costs or handling
<br />fees for returned checks from Customer; (b) The validity, interpretation and performance of this
<br />Agreement shall beconstrued in accordance with the lawofthe state in which the Services are
<br />performed; (c) If any provision of this Agreement is declared invalid or unenforceable, then such
<br />provisionshall bedeemedseverablefromandshall notaffecttheremainderofthisAgreement,which
<br />shall remain in full force and effect; (d) Customer's payment obligation for Services and the Warranties
<br />and I ndemnification made by each party shall survive termination ofthis Agreement.
<br />O Waste Management Page2 of2 ISA City of EIk River 1.15.2023Ju1y 12, 2019
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