Roll-off Container Service Agreement
Services – This agreement legally binds the party identified below (“Customer”) and Mazza Recycling Services, Ltd. (“Mazza”) to the terms and conditions listed on the container proposal (if provided) and set forth below (collectively, the “Agreement”). Mazza agrees to furnish the solid waste collection, non-hazardous special waste and recycling services and/or equipment described in this Agreement on a regular basis for a period not less than thirty (30) days where service will be made at least once a month for continuous months and Customer agrees to make the payment as provided for herein and abide by the terms and conditions of this Agreement. The Customer grants to Mazza the right to enter the location identified on the container proposal as the Service Location and to collect all the waste and recycling materials generated or otherwise held for pickup at the Service Location. Customer agrees to give Mazza at least 24 hours’ notice for service (container delivery, exchange, termination or relocation).
Binding Effect – This Agreement is a legally binding contract to both Mazza and the Customer in accordance with the terms hereof.
Term – The term of this Agreement shall be for a period of one (1) year from the date below, unless earlier terminated by either party for any reason within thirty (30) days written notice to other party.
Terms of Payment – Customer shall pay Mazza on a prepay or monthly basis for commercial services and/or equipment furnished by Mazza in accordance with the charges and rates provided for herein. Payment shall be made by Customer to Mazza within ten (10) days of the invoice date. No discounts are allowed. Interest will accrue at 1.5% monthly on all open balances not paid within sixty (60) days. Any check or ACH returned for insufficient funds is subject to a Non-Sufficient Funds fee of $30.00. In the event payment is not made when due, Mazza retains the right to suspend service until the past due balance is paid in full, provided, however, in the event of non-payment, Mazza may suspend service or terminate this Agreement only after it provides Customer with ten 10 days’ written notice of such default after it has provided Customer at least 10 days to pay an Invoice, and further provided that Mazza will not terminate collection services for partial payment if NJDEP is investigating any disputed portion of such charges. In the event that service is suspended in excess of fifteen (15) days, Mazza may terminate this Agreement for such default and recover any equipment and all amounts owed hereunder, including Liquidated Damages described herein.
Changes and Cost Increases – Mazza reserves the right to increase the charges payable by Customer during the Term, with such changes becoming effective after 10 days’ advance written notice: (a) for any changes to, or differences between, the actual equipment and services provided by Mazza to Customer as specified in this Agreement (b) for any increase in or other modification to Mazza’s fuel costs, commodity pricing, disposal pricing, environmental costs, and/or any fees/charges outlined in Agreement, (c) to cover any increases in disposal and/or third party transportation costs, including fuel surcharges, (f) to cover increased costs due to uncontrolled circumstances, including, without limitation, changes in local, state or federal laws or regulations, imposition of taxes, fees, or surcharges or acts of God such as floods, fires, hurricanes and natural disasters, and (g) no more than annually from the Effective Date, for increases in the Consumer Price Index plus four percent of the then current charges. Any charges enumerated in clauses (a) through (f) above may include an amount for Mazza’s operating or gross profit margin. Mazza also reserves the right to charge Customer additional fees if the following additional services are provided to Customer: Enclosure Charge, Lock Mechanism Charge, Services on High Demand Days, Pull/Push Out Service, Container Relocation Fee, Liners, or other services or equipment not previously contemplated or discussed to be part of the services as of the Effective Date. In the event Mazza adjusts the Charges as provided in this Section, the parties agree that this Agreement as so adjusted will continue in full force and effect. Changes in actual equipment and services provided by Mazza require customer approval, such as changes to the frequency of collection service or the amount, capacity, and type of equipment used, and may be agreed upon verbally, in writing, or by the actions and practices of the parties. In such cases, Customer and Mazza by mutual consent and subject to Mazza’s filed tariff, may change the rate charged, the type, the size, and the frequency of service. Any changes requested by Customer shall be in writing and shall require Mazza’s written consent.
Waste Material – The waste material to be collected and disposed of or processed by Mazza pursuant to this Agreement is Bulky Waste, Construction and Demolition Waste, Class A recyclables, and Class B recyclables generated by the Customer as defined by N.J.A.C. 7:26 and N.J.A.C. 7:26A. Waste shall only include such wastes that are acceptable at disposal facilities approved by the State or local agencies.
Prohibited Waste – Customer will not deliver for collection any dangerous materials including but not limited to the Prohibited Waste listed herein. Prohibited Waste includes food waste, industrial waste, waste containing asbestos, septic tanks & waste, biomedical waste, pesticides, solvents, oil, oil filters, oil containers, gas cans, propane tanks, batteries of any kind, appliances with Freon (air conditioners, refrigerators, etc.), Freon aerosol cans, foam aerosol cans, solar panels, electronics (e.g., TV’s, computers, monitors, computer parts, radios, etc.), and Hazardous Waste (e.g., ballasts with PCB’s, devices containing mercury, fluorescent bulbs, etc.). Hazardous Waste include any chemical compound, mixtures, substances or articles, which are designated by the United States Environmental Protection Agency or the New Jersey Department of Environmental Protection, to be hazardous, as the term is defined by Federal, State and/or laws by other regulatory or governmental body or authority. Any waste that is not Prohibited Waste that is commingled with Prohibited Waste shall also be considered Prohibited Waste as described in this paragraph. At Mazza’s discretion, Mazza may charge Customer an additional disposal fee to transport and dispose of Prohibited Waste and commingled waste. If Prohibited Waste is found prior to the waste leaving Customer’s location, an additional fee may be charged for a “dry run trip charge” to pick up the waste and the Customer shall be responsible for removing Prohibited Waste from the equipment and for all costs associated with any contamination of the equipment related to the Prohibited Waste.
Overfilled Containers – Mazza reserves the right to refuse to remove an overfilled container. If overfilled, the Customer will be responsible for removing overfilled debris below the top of the container. If overfilled, Mazza may charge Customer an additional fee for a “dry run trip charge” to remove the container.
Overweight Containers– Any overweight (overage) charges are due and payable upon removal of the container and invoice by Mazza.
Daily Rental Fee– A daily rental fee of $20.00 per day will apply after the containers is not exchanged or returned in ten (10) business days. If the container is exchanged then the daily rental period starts over again.
Title- Mazza shall acquire title to the acceptable waste and recyclables when such material is loaded in Mazza’s trucks. Title to and liability for Prohibited Waste or Unacceptable Materials shall remain, however with the Customer and the Customer agrees to defend, indemnify and hold harmless Mazza from and against any and all costs, losses, damages, claims, causes of action, penalties, fines, expenses (including costs of investigation, defense and reasonable attorneys’ fees and expenses), liabilities, judgments, awards, or assessments (“Losses”) resulting from or arising out of the delivery or collection of Prohibited Waste and Unacceptable Materials of any nature whatsoever and Customer’s breach of the terms of this Agreement. Mazza shall have no obligation to haul and dispose Prohibited Waste or Unacceptable Materials. In the event that Mazza determines to haul and dispose of Prohibited Waste or Unacceptable Materials, all costs (plus an amount for Mazza’s operating or gross profit margin) and Losses incurred in connection with the hauling and disposal of such Prohibited Waste and Unacceptable Materials shall be the sole and exclusive responsibility of Customer and Customer shall indemnify, defend and hold Mazza harmless from and against all Losses arising out of such hauling and disposal.
Equipment – All equipment (including containers) furnished by Mazza shall remain the property of Mazza, however Customer shall have care, custody, and control of the equipment and shall bear responsibility and liability for any and all Losses or damage to the equipment and for its contents while at Customer’s location. Customer shall not move or alter the equipment and shall use the equipment only for its intended purpose. Customer shall not compact waste and recyclables in any way while inside the container. Customer shall provide unobstructed access to the equipment on the scheduled pick-up day. Damage to equipment includes but is not limited to burning the equipment, bending or denting the equipment, and breaking off or bending wheels on equipment. Customer shall not alter the equipment. Mazza is NOT responsible for any personal injury (including, without limitation, death) or property damage resulting from Mazza’s provision of services, including, without limitation, Losses or damage to Customer’s property, including walkways, lawn, curbing, pavement, driveways, pavers, irrigation, wells, septic or underground utilities. Customer warrants that the right of way provided by Customer is sufficient to bear the weight and physical dimensions of the Mazza equipment and vehicles. Customer understands that lawn, curbing, and driveway damage may occur. No repair is offered or provided by Mazza. Mazza shall not be required to cross curbs or liable for Losses or damages resulting from crossed curbs, and customer shall provide safe ingress and egress suitable for Mazza to provide the services.
Wait Time – Driver must have access to service the container within thirty (30) minutes of arrival to the site. If the driver is delayed longer than thirty (30) minutes, waiting time shall be charged at a rate of $120.00 per half hour.
Excused Performance – Mazza shall not be liable for its failure to perform hereunder by reasons of the occurrence of events and/or contingencies beyond its control, including, but not limited to, strikes, riots, hazardous weather, government orders or laws, inability to obtain equipment, fire, acts of God or other force majeure event.
Sales Tax- Removal of waste and recycables that has been placed in a container, are exempt from sales tax if performed on a regular contractual basis for a period of not less than 30 days. If the service is not performed at least once a month for consecutive months, Customer shall pay all applicable Sales Tax in addition to the rates quoted within.
Labor – Mazza will utilize an open shop workforce. Customer must notify Mazza prior to service if prevailing wage rates or Davis Bacon rates apply and Mazza may charge Customer an additional fee.
Indemnity – The Customer shall indemnify, defend, and hold Mazza, its owners, officers, directors, employees, agents, representatives, and contractors, and each of its and their successors and assigns, harmless from and against any and all Losses which Mazza may be responsible for or pay out as a result of bodily injuries (including death), property damage or any violation or alleged violation of applicable law to the extent caused by the breach of this Agreement by, or any negligent omission or misconduct of, the Customer or any of its owners, officers, directors, employees, agents, representatives or contractors. Except for intentional misconduct or Customer’s indemnification obligations hereunder and Customer’s obligation for Liquidated Damages, neither party shall be liable to the other for special, indirect, consequential, incidental, or punitive damages arising out of or in connection with the performance or non-performance of this Agreement.
Limitation of Liability – In not event shall Mazza have any liability under this Agreement exceeding the total fee actually received by Mazza from Customer during the Term.
DISCLAIMER OF WARRANTIES- MAZZA MAKES NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO ITS SERVICES PROVIDED UNDER THIS AGREEMENT AND EXPRESSLY DISCLAIMS ALL WARRANTIES RELATED TO ITS SERVICES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF RELIABILITY, USEFULNESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR THOSE ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE.
Collection – In the event Customer fails to pay Mazza all amounts which become due under this Agreement, Customer agrees to pay in addition to the amount due any and all legal costs incurred by Mazza, including reasonable attorney’s fees.
Miscellaneous – Customer shall maintain appropriate insurance in commercially reasonable amounts with financially capable carriers covering the premises that shall be the subject of the services and covering the location of the Mazza equipment. If any conflicts exist in this Agreement, between the terms which are printed and those which are typed or written, the typed or written language shall govern, provided that they are initialed by an authorized representative of both parties. This Agreement may be assigned at any time by Mazza without consent of the Customer. Customer may not assign this Agreement without the prior written consent of Mazza, which may be withheld for any reason or for no reason. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be severed from and shall not affect the remainder of this Agreement; provided, however, that such court of competent jurisdiction shall amend this Agreement to give effect, to the maximum extent allowed, to the intent and meaning of the severed provision. The representations, warranties and indemnifications contained herein shall survive the termination or assignment of this Agreement. This Agreement contains the complete agreement between the parties hereto with respect to the subject matter hereof. This Agreement shall be governed by the laws of the State of New Jersey without giving effect to any conflicts of law principles which otherwise might be applicable. The sole and exclusive jurisdiction for any dispute, action or proceeding arising under or related to this Agreement shall be the state or federal courts located in the State of New Jersey.