2019-375-E Solid Waste - Tradebe Environmental Services hazardous household waste disposal

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DocuSign Envelope ID: E53DCC3C-B8E8-410C-BB50-A039C27BD393 Tradebe Environmental Services, LLC. 1433 E. 83 d Ave., Ste. 200 TRAD EB E µ Merrillville, IN 46410 EXCEPTIONS SAMPLE CONTRACT TERMS — See below for suggested edits to the terms. P. 3 (cont. of Section 3 Basic Services) sub section (iii) i) Should County reasonably determine that Provider has not met the Milestone Dates established in Section 3(a)(ii), County shall notify Provider of the failure to meet the Milestone Date. The County, at its discretion may provide the Provider seven (7) days to cure the breach. However , Contractor should not bear responsibility for any milestone date it is unable to meet due to unforeseen circumstances beyond its control , i . e . A c t s of God / Force M a j e u r e . County may withhold the accompanying payment without penalty until such time as Provider cures the breach. For clarification, County shall be required to pay the undisputed portion of any payment due in accordance with the payment terms as set forth in this Agreement. For In the alternative, upon Provider's failure to meet any Milestone Date the County may modify the Milestone Date schedule. Should Provider or its representatives fail to cure the breach within seven (7) days, or fail to reasonably agree to such modified schedule, County may immediately terminate this Agreement in writing, without penalty or incurring further obligation to Provider, with the exception that County will compensate Providers for services satisfactorily performed. This section shall not be interpreted to limit the definition of breach to the failure to meet Milestone Dates. p. 3 Section 5 Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services under this Agreement. The maximum amount payable for Basic Services is Dollars ($ ). In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all-or a portion 0 the amount stated on an invoice which relates to the matter in dispute, until the parties resolve the dispute. Payment for Basic Services shall become due and payable in direct proportion to satisfactory services performed and work accomplished. Payments will be made as percentages of the whole as Project milestones as set out in Section 3(a)(ii) are achieved. (For example, if there are 10 Project Tasks with Milestone Dates then Provider may invoice for the first 10% of the whole upon County's acknowledgement of the satisfactory completion of Task one. Upon the County's acknowledgement that the p. 4, Section 8 Indemnity Indemnity. The Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including reasonable attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE OBLIGATION TO INDEMNIFY SHALL NOT EXTEND TO CLAIMS FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER. p. 5 Section 10.a Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by either the County or Provider and for its convenience upon seven (7) days prior written notice to the Provider Other. p. 5, Section 10 c Termination Sustainability at Work 62