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CONDITIONALLY EXEMPT GENERATORS WASTE DISPOSAL AGREEMENT THIS AGREEMENT, made and entered into this 16th day of February, 1999, by the City of Moscow, a Municipal Corporation of the State of Idaho, hereinafter referred to as the 'CITY' and Philip Environmental, Inc., a Washington Corporation, hereinafter referred to as the 'CONTRACTOR'. WITNESSETH: WHEREAS, the CITY desires to provide Conditionally Exempt Generators with an opportunity to dispose of hazardous waste; and WHEREAS, the CONTRACTOR is educated, trained and capable of providing the services contemplated by this Agreement, and WHEREAS, the CITY is conducting a conditionally exempt generators waste collection event on the 24th day of April, 1999; NOW THEREFORE, the CONTRACTOR and the CITY agree to the following: I. SCOPE OF SERVICES: CONTRACTOR agrees to execute all of said services in a good, substantial, and workerlike manner and in strict accordance with the following terms and conditions herein, from the date hereof until such services are complete as required herein. THE CONTRACTOR SHALL: l. Attend organizational meetings on the day of the event at CITY's request. 2. Set-up and take-down of site selected for turn-in day, with the exception of CITY provide equipment. 3. Go through dry run of turn-in day with all participants the day of the event. 4. Classify, package, and label materials as per guidelines in 49 CFR Transportation, Parts 100-199. 5. Profile materials as per U.S. E.P.A. standards. 6. Load CEG materials on the transportation vehicle. 7. Work directly with approved Treatment, Storage and Disposal (TSD) facility(s) to arrange for the disposal of waste. 1999 Conditionally Ex0mpl C$:merators WastC> Disposal Agreemt>nt; Pag(' 1 99-10 ---PAGE BREAK--- 8. Supervise all aspects of the CITY's conditionally exempt generator (CEG) turn-in day. 9. Send copies of all paperwork to the CITY upon final disposal of hazardous waste at TSD facility(s). Information shall include: categories and quantities of lab-packed waste and drums containing liquid for incineration; number of drums removed, and a credit for actual revenue from CEGs for all hazardous waste disposed of. II. TERMS AND CONDITIONS: The parties agree that: 1. Status of Generator: The CITY shall assume the status of generator for all CEG waste collected at the turn-in day until such time as CEG waste has been accepted into CONTRACTOR's northwest facilities, at which time CONTRACTOR shall take title to, and assume status of generator of, CEG waste. 2. Acceptable Materials: Acceptable materials to be disposed of may be of a chemical nature, hazardous, non-hazardous, toxic, flammable, corrosive, oxidizing, etc., of an organic and/ or inorganic nature. 3. Non-acceptable Materials: The CONTRACTOR shall not accept materials listed in Appendix B. 4. Transportation: The CONTRACTOR shall transport the waste to the CONTRACTOR's TSD. 5. Compliance with Laws: The CONTRACTOR shall provide all services under this Agreement and dispose of all waste in compliance with applicable local, state and federal laws, rules and regulations. The CONTRACTOR shall obtain all necessary permits, licenses and other forms of documentation required in order to comply with all applicable local, state and federal laws, rules and regulations and prior to commencement of services hereunder, the CONTRACTOR agrees to furnish the CITY with all applicable documentation on request. III. INSURANCE 1. The CONTRACTOR shall at all times during the term of this Agreement maintain in full force and effect employer's liability, workmen's compensation, public liability and property damage insurance, including contractual liability coverage. All insurance shall be by insurers licensed to_do business in the state of Idaho and for policy limits provided below. Before commencement of services hereunder, the CONTRACTOR agrees to furnish the CITY certificates of insurance or other evidence satisfactory to the CITY to the effect that such insurance has been procured and is in force. The CONTRACTOR shall further cause the CITY to be named as 1999 Conditionally Exempt Generators Waste Disposal Agreement; Page 2 ---PAGE BREAK--- an additional insured on all applicable insurance policies. The certificates shall contain the following express obligations: This is to certify that the policies of insurance described herein have been issued to the insured for whom this certificate is executed and are in force at this time. In the event of cancellation or material change in a policy affecting the certificate holder, fifteen (15) days prior written notice shall be given the certificate holder. 2. For the purpose of this contract, the CONTRACTOR shall carry the following types of insurance in at least the limits specified below: Coverage Workman's Compensation Employer's Liability Bodily Injury Liability Property Damage Liability Liability Hazardous Waste Spill or Pollution Limits of Liability Statutory Requirement $500,000 per occurrence, $1,000,000.00 aggregate $500,000 per occurrence, $1,000,000.00 aggregate $500,000 per occurrence, $1,000,000.00 aggregate $500,000 per occurrence, $1,000,000.00 aggregate $500,000 per occurrence, $1,000,000.00 aggregate 3. CONTRACTOR shall verify that any subcontractor or transportation company hired by CONTRACTOR shall have equal or greater levels of insurance coverage to those required herein. IV. INDEMNITY: In the performance of the services hereunder, the CONTRACTOR is an independent contractor and neither the CONTRACTOR, its officers, employees, agents nor subcontractors shall be deemed in any respect to be employees of the CITY. The CONTRACTOR will indemnify, save harmless, and exempt the CITY, its officers, agents, servants, and employees from and against any and all suits, actions, legal proceedings, claims, demands, damages, costs, expenses, and attorneys' fees incident to any work done in the performance of this agreement arising out of willful, negligent, or wrongful acts or omissions of the CONTRACTOR, its officers, employees, agents, subcontractors and employees. V. LIABILITY: Neither party shall be liable to the other for delays due to causes beyond the control of either party including, but not limited to, acts of God, explosion, riots, fire, accident, flood, labor trouble, war or acts of government, or any other cause reasonably beyond its control, but shall use all reasonable efforts to minimize the extent of delay. The CONTRACTOR shall not be liable for any wanton, willful and intentional wrongful conduct on the part of any volunteer or agent of the CITY. 1999 ConditionaHy Exempt Generators Waste Disposal Agreement; Page 3 ---PAGE BREAK--- VI. COMPENSATION: CONTRACTOR will be paid for all packaging, transportation, materials and disposal by the generators, not by the CITY. RATES: Rates as set forth in Appendix A for each type of service include all costs, fees and other expenses associated with services provided for herein. PAYMENT: Participant Conditionally Exempt Small Quantity Generators shall pay by cash or check at the time of drop off. Checks can be made payable to Philip Environmental, Inc. VII. ASSIGNMENT: This Agreement may not be assigned or sublet without prior written consent of either party. Appendices A and B are hereby adopted and incorporated into this Agreement as if fully set forth. VIIJ. WAIVER OF TERMS: The failure of a party to insist upon strict performance of any provision of this agreement shall not be deemed a waiver of any subsequent or continuing breach of the term or condition of this agreement and shall not waive either party's right to compel strict compliance with each and every term and condition hereof. The CONTRACTOR, by and through its president and the CITY, by and through its Mayor and City Clerk have duly executed this agreement to be effective the day and year first above written. FOR THE CONTRACTOR: FOR THE CITY: 1999 Conditionally Exempt Generators Waste Disposal Agreement; Page 4 ---PAGE BREAK--- ACKNOWLEDGEMENT Councyof}LC+---J 7l. h' On this Jt day of , 'Jib(ua1, 1999; before me a Notary Public in and for said State, appeared ::T , s: - liquid gallon 7.00 - pourable sludge pound .50 - hard sludge pound .50 Other charges, if any (please list): · : ' i0{:,tR'' - PCB solids pound 2.00 - non RCRA liquid gallon 5.00 - mercury debris pound 15.00 - aerosols can 2.50 - PCB Ballasts pound 2.50 * All charges are to Conditionally Exempt Generators only, not to City of Moscow. 1999 Conditionally Exempt Generators Waste Disposal Agreement; Page 6 ---PAGE BREAK--- APPENDIXB NON-ACCEPTABLE MATERIALS: The following list of wastes cannot be accepted under EPA (Federal) regulations: Radioactive Wastes Explosives Biological or Infectious Wastes Regulated Waste 1999 Conditionally Exempt Generators Waste Disposal Agreement; Page 7