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HomeMy WebLinkAboutWaste ManagementTo: _I 4 . P—i"W.. From: Waste Management Fax: Waste Management KOFAX-4 FE13-04-2020-13:09 DOC:271 Page:004 of 006 INDUSTRIAL WASTE & DISPOSAL SERVICES AGREEMENT AGREEMENT 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 into from and after the date hereof from time to time (all of fire foregoing being collectively referred to as the "Agreement), is made as of the Effective Date shown above by and between the Customer named above, on its and its subsidiaries and affiliates behalf (collectively, "Customer") and the Waste Management entity named above (the Company7. TERMS AND CONDITIONS 1. SERVICES PROVIDED. The Company and/or its affiliates will provide Customer with collection, management, transportation, disposal, treatment and recycling services ("Services'] for Customer's non -hazardous Solid Waste, Special Waste, Hazardous Waste, and/or Recydables, as described on Exhibit A and/or Confirmation Letter(s) and/or applicable Profile Sheets (colectively Industrial Waste'). "Solid Waste" means garbage, refuse and rubbish including those which are recyclable but excluding Special Waste and Hazardous Waste. "Special Waste" includes polychlorinated biphenyl ('PCB) wastes, industrial process wastes, asbestos containing material, petroleum contaminated soils, treated/de-characterized wastes, incineretorash, rredcalwastes, demolition debris and other materials requiring special handling in accordance with any applicable federal stale, provincial or local laws or regulations. 'Hazardous Waste" means any hazardous, toxic, or radioactive substances, as such trams are defined by any applicablefederal, state, provincial or local laws or regulations. 'Nonconforming Waste" means waste that (a) is not in conformance with waste descriptions given by Customer under this Agreement, in an Exhibit A, Confirmation Letter(s) orthe Profile Sheet incorporated herein; (b) is prohibited from being received, managed or disposed of at a transfer, storage or disposal facility used hereunder by federal, state or local law, regulation, ordinance, permit or other legal requirement (c) is non -hazardous Solid Waste that contains regulated Special Waste or Hazardous Waste; (d) is or contains any infectious waste, radioactive, volatile, comes.we. flammable, explosive, biomedical, biohazardous material, regulated medical or hazardous waste or toxic substances, as defined pursuant to or listed or regulated under applicable federal, state orlocal law, except as stated on ExhibitA the Profile Sheet orconfir ation Letter, or(e) contains information protected by federal, state or local privacy or data security laws, including but not limited to the Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"). 2 CUSTOMER WARRANTIES. Customerhereby represents and warrants that all Industrial Waste collected by or delivered to the Company shall be in accordance with waste descriptions given in this Agreement and shall not be or contain any Nonconforming Waste. When the Company handles Special or Hazardous Waste for Customer, Customer will provide the Company with a Generator's Waste Profile Shoat (°PmfllalSheet') describing all Special or Hazardous Waste, and provide a representative sample of such waste on request In the event this Agreement includes transportation by the Company, Customer shall, at the time of tender, provide to the Company accurate and complete documents, shipping papers or manifests as are required for the lawful transfer of the Industrial Waste under all applicable federal, state or local laws or regulations. Tender or delivery shall be considered nonconforming if not in accordance wdhthis Section. Customer further represents and warrants that I will comply with all applicable laws, ordinances, regulators, orders, permits or other legal requirements applicable to the Industrial Waste. Customer shall provide the Company and its Subcontractors a safe work environment for Services performed on any premises owned or controlled by Customer. 3. TERM OF AGREEMENT. The Initial Tenn of this Agreement shall be as set forth above and if no such tens is set forth above, it shall be 36 months, commencing on the Effective Date sit forth above. Thereafter, this Agreement may be renewed for two successive ronewal terns of 12 months each by mutual written agreement signed by both parties Renewal Tern, with Initial Term,' collectively, the'Term'). 4. INSPECTION; REJECTION OF WASTE. Tifle to and liability for Nonconforming Waste shall remain with Customer at all times. Company shall have the right to inspect analyze or test any waste delivered by Customer. t Customers Industrial Waste is Noncenforming Waste, Company can, at its option, reject Nonconfomhing Waste and return it to Customer or require Customer to remove and dispose of the Nonconfomung Waste at Customer's expense. Customer shall indemnify, hold hamdess (in accordance with Section 9) and pay or reimburse Company for any and all costs, damages andror fines incurred as a result of or ralating to Customers tender or delivery of Nonconforming Waste or other failure to comply or conform to this Agreement including costs of inspection, testing and analysis. Company also may reject any Industrial Waste that could adversely impact the receiving facility, orConpany may terminate the Agreement or the applicable Exhibit A related to such Industrial Waste. 5. SPECIAL HANDLING; TIRE If Company elects to handle, rather than reject Nonconforming Waste, Company shall have the rightlo manage the same in the manner deemed © Waste Management ((Form UN-1- roai1) Page 1 most appropriate by Company given the characteristics of the Nonconforming Waste. Company may assess and Customer shall pay additional charges associated with delivery of Nonconfooning Waste, including, but not limited to, special handling or disposal charges, and costs associated with different quantities of waste, different delivery dates, modifications in operations, specialized equipment, and other operational, environmental, health, safety or regulatory requirements. Title to and ownership of acceptable Industrial Waste shall transfer to Company upon its final acceptance of such waste. 6. COMPANY WARRANTIES. Company hereby represents and warrants that (a) Company will manage the Industrial Waste in a safe and workmanlike manner in full compliance with all valid and applicable federal, state and local laws, ordinances, orders, miss and regulations; and (b) it will use disposal and recycling facilities that have been issued permits, licenses, certificates or approvals required by valid and applicable laws, ordinances and regulations necessary to allow the facility to accept, beat ardor dispose of Industrial Waste. Except as provided herein, Company makes no otherwarranfies and hereby disclaims any other warranty, whether implied or statutory. 7. LIMITED LICENSE TO ENTER. When a Customer is transporting Industrial Waste to a Company facility, Customer and its subcontractors shall have a limited license to enter a disposal facility for the sole purpose of off-loading Industrial Waste at an area designated, and in the manner directed, by Company. Customer shall, and shall ensure that its subcontractors, comply with all miss and regulations of the facility, as amended. Company may reject Industrial Waste, deny Customer or its subcontractors entry to its facility and/or terminate this Agreement in the event or Customers or its subcontractors' failure to follow such miss and regulations. 8. CHARGES AND PAYMENTS. Customer shall pay the rates ("Charges") set forth on Exthibit A which may be modified as provided in this Agreement or in Exhibit A Increases in Charges for reasons otherthan as provided above require the consent of Customer which must be in writing. Customer shall pay the rates in full within thirty (30) days of the invoice date. Any Customer invoice balance not paid within thirty (30) days of the date of invoice is subject to a late charge, and any Customer check returned forinsufficientfunds is subject to a non -sufficient funds charge, both to the maximum extent allowed by applicable law. Customer acknowledges that any late charge charged by Company is not to be considered as interest on debt ora finance charge, and is a reasonable charge forthe anticipated loss and costto Company for late payment If payment is not made when due, Company retains the right to suspend Services until the past due balance is paid in full. In addition to full payment of outstanding balances, Customer shall be required to pay a reactivation charge to resume suspended Senrices. If Services are suspended for more than fifteen (15) days, Company may immediately terminate this Agreement for default and recover any equipment and all amounts owedhereunder, including liquidated damages under Section 14. 9, INDEMNIFICATION. The Company agrees to indemnify, defend and save Customer harmless from and against any and all liability (including reasonable attorneys' fees) which Customer may be responsible for or pay out as a result of bodily injuries (including death), property damage, or any violation or alleged violation of law, tothe extenteaused by Company's breach of this Agreement or by any negligent act negligent omission or willful misconduct of the Company or its employees, which occurs (1) during the collection or transportation of Customers Industrial Waste by Company, or (2) as a result of the disposal of Customers Industrial Waste, afterthe date ofthis Agreement in a facility owned by a subsidiary or affiliate of the Company provided that the Companys indemnification obligations will not apply to occurrences involving Nonconforming Waste. Subject to any limitations contained in Sacs. 893.80, 893.83, 345.05, and any similar statute, of the Wisconsin Statutes, the City of Oshkosh agrees to hold the Company, its officers, officials, employees and agents harmless from any and all 0ability, including claims, demands, losses, costs, damages, and expenses of every kind and description (including death), or damages to person or property arising out of the terms of this Agreement where such liabilityis founded upon or grows out of the acts ormrussion of any of the City's officers, employees, volunteers or agents while acting within the scope oftheir emplrM' EIVED OLf luish IWSA mv01.07.2020 (002)8 CITY CLERK'S OFFICE ............................................. ...................................................... P—edW To: From: Waste Management Fax- Waste Management KOFAX* FEB-04-2020-13:09 Doc:271 Page:005 of 006 damage to the equipment and for its contents while at Customer's service location(s). Customer Neither party shall be liable to the other for consequential, incidental orpunitive damages arising out of the performance of this Agreement except for third party claims related to violations of law. will not overload, move or alter the equipment, or allow a third party to do so, and shall use it only for its intended purpose. At the termination of this Agreement, Company's equipment shall be in 10. UNCONTROLLABLE CIRCUMSTANCES. Except for the obligation to make I hereunder, neither party shall be in default for its failure to perform or delay in the condition in which it was provided, normal wear and tear excepted. Customer shall provide safe and unobstructed access to the equipment on the scheduled collection day. Company may performance caused by events beyond its reasonable control, including, but not limited to, strikes, riots, imposition of laws or governmental orders, fires, ads of God, and inability to obtain suspend Services or terminate this Agreement in the event Customer violates any of the requirements of this provision. Customer shall pay, if charged by Company, any additional equipment, permit changes and regulations, restrictions (including land use) therein, and the affected party shall be excused from performance during the occurrence of such events. Charges, determined by Company in its sole discretion, for overloading, moving oraltering the equipment or allowia third party to do so, and for any service modifications caused by or ' 11. RECYCLING SERNCES. The Following shall apply to fiber and non -fiber recyclables mng resulting from Customer's failure to provide access. Qrstoerwrre antsthat Customer's property (Recyclahle Materials°) and recycling services: is sufficient to bear the weight of Company's equipment and vehicles and agrees that Company (a) () Single stream Recyclable Materials ("Single Stream') will consist of Customers entire shall not be responsible for any damage to Customer's pavement or arty other surface resulting volume of clean,dry, paper or cardboard without was liners; clean, dry and empty aluminum from the equipment or Services. food and haverage containers, ferrous (ion) or steel cans, aerosol cans, and rigid container 16. MISCELLANEOUS. (a) The prevailing party will be entitled to recover reasonable plastics #1-7, including narrow neck containers and tubs. Any material not specifically set fees and court costs, including allomeys and expert fees, in enforcing this Agreement In the forth above, including but not limited to foam, film plastics, plastic bags, and tissue or paper event Customer fails to pay Company all amounts due hereunder, Company will be entitled to that had been in contact with food, is unacceptableCLInacceotable Materials', providedthat collect all reasonable collection costs or expenses, including reasonable attorneys and expert glass may be included in Single Stream with specific written approval of Company. Single fees, court costs or handling fees for returned checks from Customer, (b) The validity, Stream may not contain any Unacceptable Materials. iiCustomer shag provide source- interpretation and performance of this Agreement shall be construed in accordance with the law separated wastepaper,cardboard, plastics and metals in accordance with the most current orthe stale inwhich the Services are performed; (c) If anyprovision ofthis Agreemerdis declared ISRI Scrap Specifications Circular and any amendments thereto or replacements thereof invalid orunenformable, then such provision shallbe deemed severable frorrand shall not affect (ii) All other Recyclable Materials will be delivered in accordance with industry standards or the remainder of this Agreement, which shall remain in full force and effect; (d) Customers such specifications communicated to Customer by Company from Ume-to-tima. (iv) payment obligation forServices and the Warranties and Indemnification made by each party shall Company reserves the right, upon notice to Customer, to discontinue acceptance of any survive termination ofthis Agreement (a) this Agreement shall supersede and replace any prior category of Recyclable Materials as a result of market conditions related to such materials Agreements related to the same services and all prior related Exhibit As, Confirmation Letters and makes no representations as to the recyclability of the materials which are subject to and Profiles Sheets in effect shall be incorporated by reference into this Agreement. this Agreement (b) Recyclable Materials may not contain Nonconforming Waste orother materials that are deleterious or capable of causing material damage to any part of Company's property, its personnel or the public or materially impair the strength or the durability of Company's Signatures on the following page structures or equipment (c) Company may reject in whole or in part or may process, in its sole discretion, Recyclable Materials not meeting the specifications, and Customershall pay and reimburse Company forall costs, losses and expenses incurred with respeetto such non -conforming Recyclable Materials including costs for handling, processing, transporting andlor disposing of such non- conforming Recyclable Materials which charges may include an amount for Company's operating or profit margin. Without limiting the foregoing, Company may assess and Customershall pay a contamination charge foradditional handling, processing, transporting andlor disposing of Unacceptable Materials, Nonconforming Waste, andror all or part of non- conforming loads. In the event costs of processing recyclables exceeds the commodity value, a recyclable mmtwial offset will be charged per ton. 12. ASSIGNMENT&SUBCONTRACTING- This Agreement shall be binding on and shal inure to the benefit of the parties and their respective successors and assigns. Customer acknowledges and agrees that the Company may utilize unaffflated subcontractors that are not affiliates of Company to provide the Services to Customer. 13. ENTIRE AGREEMENT. This Agreement and its exhibits and attachments represent the entire understanding and agreement between the parties relating to the Services and supersedes any and all prior agreements, whether written or oral, between the parties regarding the same; provided that the terms of any national service agreement or lease agreement for compactors or specialty equipment between the parties shall govem over any inconsistentterms herein. 14. TERMINATION; LIQUIDATED DAMAGES. Company may immediately terminate this Agreement (a) in the event of Customers breach of any term or provision of this Agreement including failure to pay on a timely basis, or (b) if Customer becomes insolvent the subject of an order forrelief in bankruptcy, receivership, morgan'aation dissolution, or similarlaw, or makes an assignment for the benefit of its creditors or if Company deems itselfinsecure as to payment (°Default'j. Notice of termination shall be in writing and deemed given when delivered in person or by certified mail, postage prepaid, return receipt requested. In the event Customer terminates this Agreement prior to the expiration of the Initial or Renewal Tenn (`Term' for any reason other than for cause after providing Company with a reasonable opportunity to cure or as set forth in Section 3, or in the event Company terminates this Agreement for Customer's default Customer shall pay the following liquidated damages in addition to the Company's legal fees, if any. (a) if the remaining Term (including any applicable Renewal Term) under this Agreement is six (6) or more months, Customer shall pay the average of its six (6) most recent monthly Charges (or, lf the Effective Date is within our (6) months of Company's lad invoice date, the average of all monthly Charges) multiplied by six (6); or (b) ifthe renmining Term under this Agreement is less than six (6) months, Customer shall pay the average of its sir (6) most recent monthly Charges multiplied by the number of months remaining in the Tenn. Customer shall pay liquidated damages of $100 for every Customer waste tins that is found at the disposal facility. Customer acknowledges that the actual damage to Company in the event of termination is impractical or extremely diffmcullto fix or prove, and the foregoing liquidated damages amount is reasonable and commensurate with the anticipated loss to Company resulting from such termination and is an agreed upon charge and is not imposed as a penalty. Collection of liquidated damages by Company shall be in addition to any rights or remedies available to Company under this Agreement or at law. In addition to and not in limitation of the foregoing, Company shall be entitled to recover of losses, damages and costs resulting from Customers breach of any other provision of this Agreement in addition to all other remedies available at law or in equity. 15. EQUIPMENT. Alt equipment furnished by Company shall remain its properly, however Customer shall have care, custody and control ofthe equipment and shall be liable for all loss or © Waste Management ff%.,JvdWw ge2018) Page 2 1 Oshkosh iWSA_rev01 07.2020 (002)6 u omn . To: From: Waste Management Fax: Waste Management Waste Management of Wisconsin, Inc. P...da .. KOFAX4P F®-04-2020-13:09 Doc:Z71 Page:006 of 006 Signed for and on behalf of the City of Oshkosh; Mark A. Rohloff, City Manager Pamela R. Ubria. Citv CIA' Date Date a�S� aaa Date 1 hereby certify that the necessary provisions have been made to pay the liability which will accrue under this contract dated 01101120 ©Waste Man age ment(For ap Jv G; os�lsj Page Oshkosh IW3A_rev01.07.2020(002)8 To: ronnem From: Waste Management Fax: Waste Management KOFAX;> FEE-04-2020-13: 09 Doc:271 Page: 002 of 006 Industrial Waste & Disposal Exhibit A Services Agreement Profile number: TBD see material type TSR: Kyle Deveau A. GENERATOR 1. Name: City of Oshkosk 2. Address: 215 Church Street City: Oshkosh County Winnebago State: Wisconsin ZIP code: 54903 C. FACILITY 1. Name(s): WM Valley Trail RDF- Berlin, WI WM Ridgeview RDF- Whitelaw, WI Salesperson: Lis_ as Gaupp B. CUSTOMER BILLING INFORMATI �Q 1. Name: City of Oshkosh �EPr 42020 2. Address: 2015 Church Street KO &/ Ic- City: Oshkosk State: Wisconsin ZIP code, 54043 .S/N 3. Contact name: Katie Crotteau 4. Email: Kati e.crotteaugaecom.com 5. Phone: 920.236.6726 6. 7. P.O. number: n I a O. MATERIAL 1. Name: Various 2. Anticipated volume: Various O See Attached r eow NMI Petroleum Contaminated Soil for Bioremediation $25.00 per ton 4 ton minimum MiscDirect Landfill Rubbish -Quarry Projects $20.00 per ton (taxable) 4 ton minimum Soil for Daily Cover (RGC) $18.00 per ton 4 ton minimum Sediment Material meeting WM acceptance criteria $25.00 per ton (taxable) 4 ton minimum General Waste and C&D Materials $25.00 per ton (taxable) 4 ton minimum Tax: Wisconsin State Generator Tax $13.00 per ton Subject to change with WI tax Refer to section E for additional rates: Other services not listed above will Incur additional charges that vary by location ana are suoiecx xo xnanga e>...=++r• agreement of such charges. r-I Gcn Atharhed The work contemplated by this Exhibit A is to be done in accordance with the terms and conditions of the Industrial Waste & Disposal Services Agreement or other contractual agreement between the parties dated January 1, 2020 YOUR ACCEPTANCE OF THESE TERMS CREATES A BINDING AGREEMENT AS FOLLOWS: (I) TYPE OR SIGN YOUR NAME AND TITLE WHERE INDICATED BELOW OR (II) YOUR TENDER OR DELIVERY TO COMPANY OF THE INDUSTRIAL WASTE DESCRIBED IN THE COMPANY APPROVED PROFILE SHEET AND (IF APPLICABLE) CONFIRMATION LETTER SHALL CONSTITUTE YOUR ACCEPTANCE OF THESE TERMS WITHOUT YOUR SIGNATURE. - Acceptance of waste is contingent upon the completion, submittal, and approval of special waste profile form, required analytical, Industrial Waste & Disposal Service Agreement (ISA) , and Exhibit A. all loads must be manifested. Confirmation will be sent to customer upon approval to ship into designated facility. - Work is to be completed during normal business hours. - All rates are based on information provided. Waste Management of Wisconsin, Inc, reserves the right to renegotiate if volume, operation, and product knowledge are not consistent with assumptions provided. - If Waste Management of Wisconsin, Inc., (or a Waste Management contracted hauler) is NOT providing transportation services, you must ensure that the transporter is licensed and approved to haul special waste. - Company also may reject any Industrial Waste that could adversely impact the receiving facility, or Company may terminate the Agreement or the applicable Exhibit A related to such Industrial Waste. - Please see profile approval form for special handling instructions. The work contemplated by this Exhibit A is to ba done in accordance worn me xerms or other contr tual agree ant betw an the parties dated: January 1, 2020 COMPANY COMPANY gy; Data. �-a ::d ?p Signature: Date: Name: Th..mes Beaulieu Name: Title: President Title: Last revised on April 20, 2015 THINK GREEN: QUESTIONS? CALL 800 963 4776 FOR ASSISTANCE 02015 Waste Management .............. .................... ......................................... ........ .-........................................ rna e4 M. To: From: Waste Management Fax: Waste Management KOFAX-D FEB-04-2020-13:09 Doc:271 Page:003 of 006 Additional Information Exhibit A YWITC rMNI19lMlNi E. CHARGES Cl See Attarherl Profile Fee Waived I Fuel Su rchage Waived Landfill Environmental Fee $1.50 per ton Waste Water Management Fee $1.50 per ton Digout Fee (frozen load) $50.00 per load Rejection Fee (reloaded) $50.00 per load Washout Fee $100.00 per load Certificate of Burial / Destructioni $50.00 per event Special Handling / Burial TBD by rep Other services not listed above will Incur additional charges that vary by location and are subject to change without notice. Payment of Invoice represents agreement of such charges. The work contemplated by this Exhibit A is to be done in accordance with the terms and conditions of the Industrial Waste & Disposal Services Agreement or other contractual agreement between the parties dated:January 1, 2020.YOUR ACCEPTANCE OF THESE TERMS CREATES A BINDING AGREEMENT AS FOLLOWS: (I) TYPE OR SIGN YOUR NAME AND TITLE WHERE INDICATED BELOW OR (II) YOUR TENDER OR DELIVERY TO COMPANY OF THE INDUSTRIAL WASTE DESCRIBED IN THE COMPANY APPROVED PROFILE SHEET AND (IF APPLICABLE) CONFIRMATION LETTER SHALL CONSTITUTE YOUR ACCEPTANCE OF THESE TERMS WITHOUT YOUR SIGNATURE. • Landfill Environmental Fee will Increase by $.50 per ton in year two and each year thereafter • Waste Water Management Fee will increase by $.SO per ton in year two and each year thereafter Last revised on April 28, 2015 THINK GREEN: QUESTIONS? CALL 800 963 4776 FOR ASSISTANCE 02015 Waste Management ........................................................................................................................................................................ KOF W From: Waste Management Fax: Waste Management KOFAX FEB-04-2020-13:09 Ooc:271 Page:006 of 006 Waste Management of Wisconsin, Inc. Signature: Printed Name: Thomas Beaulieu Title: President Date: d '- —o2 6 .2,a Signed for and on behalf of the City of Oshkosh: —Date a-5 -CDLOao Date r- - a/s/�aaa Date I hereby certify that the necessary provisions have been made to pay the liability which will accrue under this contract dated 01101120 ©Waste Management tForrn VMaw osa'iis) Page 3 Oshkosh IWSA_rev01.07.2020 (002)0