Okaloosa County BOCC — November 4, 2014 — C03-0898-TDC — reading text

legal fees: (a) if the remaining Term under this Agreement is six or more months, Customer shall pay the average of its six most recent monthly Charges multiplied by six (or, if the Effective Date is within six months of WM's last invoice date, the average of all monthly Charges); or (b) if the remaining Term under this Agreement is less than six months, Customer shall pay the average of its six most recent monthly Charges multiplied by the number of months remaining in the Term. Customer shall pay liquidated damages of $100 for every Customer waste tire that is found at the disposal facility. Customer acknowledges that the actual damage to Company in the event of termination is difficult to fix or prove, and the foregoing liquid: amount is ble and with the anticipated loss to Company resulting from such termination and is an agreed upon fee and is not imposed as a penalty. 8. INDEMNITY. The Company agrees to indemnify, defend and save Ct its parent, subsidiaries, and corporate affiliates, harmless from and against any and all liability 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, to the extent caused by any negligent act or omission or willful misconduct of the Company or its employees, which occurs (a) during the collection or transportation of Customer's Waste Materials, or (b) as a result of the disposal of Customer's Waste Materials in a facility owned by the Company or a Waste Management company, provided that the Company's indemnification obligations will not apply to occurrences involving Excluded Materials. Customer agrees to indemnify, defend and save the Company, its parent, subsidiaries, corporate affiliates and their joint venture partners, harmless from and against any and all liability which the Company 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 to the extent caused by Customer's breach of this Agreement or by any negli act or omission or willful mi. duct of the Cr or its employees, agents or contractors or C ‘s use, or p ion of any equi furnished by the Company. Neither party shall be liable to the other for consequential, incidental or punitive damages arising out of the performance or breach of this Agreement. 9. RIGHT OF FIRST REFUSAL. Customer grants to Company a right of first refusal to match any offer relating to services similar to those provided hereunder which Customer receives (or intends to make) upon termination of this Agreement for any reason and Customer shall give Company prompt written notice of any such offer and a reasonable opportunity to respond to it. 10. NO CLASS ACTION. WITH RESPECT TO ANY MATTER PERTAINING TO THIS SERVICE AGREEMENT, NEITHER CUSTOMER NOR COMPANY SHALL JOIN OR CONSOLIDATE CLAIMS BY, OR AGAINST, OTHER CUSTOMERS, OR PURSUE ANY CLAIM AS A REPRESENTATIVE OF OR IN A CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. 11. MISCELLANEOUS. (a) Except for the obligation to make pay h der, neither party shall be in default for its failure to perform or delay in performance caused by events or significant threats of events beyond its reasonable control, whether or not foreseeable, including, but not limited to, strikes, labor trouble, riots, imposition of laws or governmental orders, fires, acts of war or terrorism, acts of God, and the inability to obtain equipment, and the affected party shall be excused from performance during the occurrence of such events. (b) This Agreement shall be binding on and shall inure to the benefit of the parties hereto and their respective successors and assigns. (c) This A the entire between the parties and supersedes any and all other agreements for the same services, whether written or oral, that may exist between the parties. (d) This Agreement shall be construed in accordance with the law of the state in which the services are provided. (e) All written ification to Company required by this A shall be by Certified Mail, Return Receipt Req d. (f) If any provision of this A is declared invalid or fe ble, then such provision shall be severed from and shall not affect the inder of this Ag , the parties shall amend this Agreement to give effect, to the maximum extent allowed, to the intent and meaning of the severed provision. (g) In the event the Company successfully enforces its rights against Customer h der, the C shall be required to pay the Company's attorneys’ fees and court costs. 12. SPECIFICATIONS FOR RECYCLABLE MATERIALS. Single stream, commingled recyclables will consist of recyclable glass, aluminum, cans, plastics and papers, are as follows: aluminum food and beverage containers: glass food and beverage containers, ferrous (iron) cans; plastics with symbols #1 through #7; any paper or cardboard without wax liners. Any materials not set forth above are unacceptable ("Unacceptable Materials") Ail glass containers, tin cans, bi-metal cans, aluminum cans, aerosol cans, and plastic containers must be empty; All fiber must be dry and free of food debris and other contaminating material; and Tissues, paper towels or other paper that has been in contact with food is not acceptable. All separated paper shall meet the standards set forth in the most current ISRI Scrap Specifications Circular, available upon request. Recyclables may contain up to 5% Unacceptable Materials, provided however, Recyclables may not (a) contain Excluded Materials; (b) contain chemical or other properties which are deleterious or capable of causing material damage to any part of Company's property, its personnel or the public; and (c) shall not materially impair the strength or the durability of the Company's structures or equipment. Company reserves the right at its sole discretion upon notice to Ct tod of any category of Recyclable Materials set forth above as a result of market conditions related to such Recyclable Materials and makes no ions as to the recyclability of the materials set forth above. Loads not meeting the Specifications for Recyclable Materials may be rejected in whole or in part by Company. Page 3 of 4 IN ADDITION TO THE ABOVE, THE FOLLOWING TERMS AND CONDITIONS APPLY TO 1. Aerosol, Ballast, Battery, Dental Material, Electronics, Fluorescent Lamps, Medical Waste, and Mercury Recycling/Disposal Services, and Mail-Back Ink Cartridge, Toner, Bottle, Cans, and Paper Recycling Services SPECIALTY SERVICES. Capitalized terms used herein shalt have the meaning ascribed above, unless otherwise indicated. "Specialty Services", as used herein, include the following Company products/services: aerosol, ballast, battery, dental material, electronics, fluorescent lamps, medical waste, and mercury recycling and/or disposal Services, and mail back recycling Services and the container applicable to each of the Specialty Services (the Container"), Subject to these Terms, and the limitations herein, Company will (a) treat, process, recycle and/or dispose of the Customer's Acceptable Waste in accordance with federal, state and local laws and regulations; and (b) prepare and process legally required paperwork. The Container may only be used for those materials as indicated on the Container (the “Acceptable Waste"), Por any questions regarding or complying with these Terms, or a detailed list of Acceptable Waste eligible for shipping in each Container, please visit www.wm.com or call 1-800-664-1434. 2. RETURNS. If Customer does not accept these Terms, Customer may not use the Container or the Services. However, Customer may return a Container within ten (10) days (the "Retum Period") from the day Customer received the Container by doing one of the following during the Return Period: (a) return the Container to the place of purchase; or (b) contact Company at the phone number noted above and complete all return instructions. 3. LIMIT ON AVAI ILITY. Specialty Services are only available as shown and certain of the Specialty Services are not available for use in certain States as follows (‘Prohibited Stat This Recycling/Disposal § Service: ~ . Is prohibited for use in Puerto Rico, and in the States of and Hay , and such Service is farther prohibited or Testricted | : for use in the following additional States (collectively, "Prohibited States"): Aerosol Containers ~— —_ Arkansas, Connecticut, Mi e, Massachusetts, Mi n, New Ha ap hire, New York, P msyly ani , Rhode Island, Vermont ; | and Virginia Poles <= —<— | Maine —— | Batteries _ : — [Mame Fl Dental Material ~ a | Arkansas, Connecticut, Maine, Minnesota, N | Electronics _ [Maine _ J ‘Bottle, Cans and Paper ~~ | None - J, lamps — Meaine. = —<— = | Medical Waste _ ____fNone - - _ _ ~~ J Mercury — ——— | Maine <= = —= — Cartridges and Toner : oe | None _ ; ‘ ~~ | It is a violation of law to ship the Container to, from or through any of the Prohibited States. Company reserves the right to modify the list of Prohibited States at any time. 4. TITLE TO, AND RISK OF LOSS FOR, CONTAINER AND CONTENTS. Uniess and until Company receives and accepts the Container: (a) title to and risk of loss of the Container and its contents shall remain with Ci sand (b) Ci is solely responsible for the of the C iner. 5. EXPIRATION OF CONTAINER; UNUSED CONTAINERS. Each Container must be received by Company by the expiration date printed on the Container ("Expiration Date") if an Expiration Date is indicated. Company has no obligation after the Expiration Date even where the carrier identified on a Prepaid Label fails or refuses to ship the Container. Company shall not be obligated to provide Customer a refund for expired, unused Containers. 6. PACKAGING. Customer shall pack and seal the Container in accordance with the instructions included with the Container and any additional i that Company may send to the Customer or post on the Company Web Site prior to shi of the Container by Ci (the “I ions"). C shall pack in the Container only Acceptable Waste, and shall exclude any and all Non-Conforming Waste, as defined below. 7. SHIPPING. Customer shall comply with all Instructions related to shipping. Customer will have received a prepaid return shipping label (the "Prepaid Label”) with the Container. The Container may not be shipped from any Prohibited State. Both the Instructions and Prepaid Label(s) may be obtained at www.wm.com or by calling 1-800-664-1434. Company shall not have any responsibility or liability with respect to any matter related to either a carrier collecting or shipping the Container. 8. ADDITIONAL SHIPPING CHARGES. (a) Customer shall remain responsible for all Charges of shipping the Container to Company, including, without limitation, i imposed by the shipper after Customer has purchased a Prepaid Label. If the shipper identified on the Prepaid Label will not ship the Container, Company's sole obligation will be to refund to Customer the actual shipping charge received by Company. This obligation is conditioned upon receipt of written request for such refund prior to six (6) months from the date Customer purchased or received the Container, (b) Customer remains responsible for all Charges relating to exceeding the weight limits applicable to the Container. If Ci selects a monthly Charge, additional Charges will be applied should weights or frequency of hip exceed the limitations of C ‘s req d monthly service. (c) Customer agrees to allow Company to charge Customer's credit card for additional shippi Charges as indicated above, whether or not Customer selects monthly Services or a one-time purchase of a Container. 9. ACCEPTABLE WASTE/NON-CONFORMING WASTE/ADDITIONAL CHARGES. Customers must check www.wm.com for updates to this list prior to initiating a shii of a Container in order to ensure that only Acceptable Waste is shipped in the Container. Materials other than the Acceptable Waste indicated as eligible for shipping in each