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ADDITIONAL TERMS AND CONDITION;
<br />6: Fee Adiustments. Company may increase the fees set forth on Appendix B, without prior written notice, for any tax, tariff, fee,
<br />surcharge or other charge assessed on the storage, treatment or disposal of Solid Waste arising after the commencement date of this
<br />Agreement. Any such increase shail be set forth as a separate item on the invoices submitted to Customer. Company may, at any time
<br />and for any other purpose, increase the fees set forth herein upon 30 days' prior written notice to Customer. In addition to the foregoing,
<br />Company may make reasonable additional charges for, or fix new or additional rates for, the disposal cost, expense or liability or the
<br />cost of special environmental handling or disposal of Unacceptable Waste.
<br />7. Representations and Warranties. Customer represents and warrants that: (a) the description of the Solid Waste set forth in
<br />Apqendix A hereto is true and correct in all material respects; (b) all Solid Waste to be delivered to the Facility by Customer shall
<br />conform to such description and shall not be or contain Unacceptable Waste; and (c) Customer shall, and shall cause any carrier with
<br />which it contracts to, handle and transport the Solid Waste in a safe and workmanlike manner in full compliance with all applicable
<br />federal, state and local laws, ordinances, decisions, orders, rules or regulations. Company represents and warrants that it shall dispose
<br />of the Solid Waste in a safe and workmanlike manner in full compliance with all applicable federal, state and local laws, ordinances,
<br />decisions, orders, rules or regulations.
<br />8. Indemnification. Each party hereto (the "Indemnitor") hereby agrees to indemnify, hold harmless and defend the other party,
<br />and its owners, officers, directors, employees and agents (collectively, the "Indemnitees"), from and against any and all liabilities,
<br />penalties, fines, forfeitures, demands, claims, causes of action, suits, judgments and costs and expenses incidental thereto, including
<br />attorneys' fees (collectively, "Damages"), which any or all of the Indemnitees may hereafter suffer, incur, be responsible for or pay out as
<br />a result of personal injuries, property damage, or contamination of or adverse effects on the environment, to the extent caused by, or
<br />arising from or in connection with the breach of any representations and warranties of the Indemnitor set forth in this Agreement
<br />(including, without limitation, the delivery of Unacceptable Waste by Customer to the Facility), or any negligent or intentional actions or
<br />omissions or willful misconduct of the Indemnitor, its employees, officers, owners, directors or agents. Such indemnity shall be limited to
<br />exclude Damages to the extent they arise as a result of any negligent or intentional actions or omissions or willful misconduct of the
<br />Indemnitees or their employees, officers, owners, directors or agents. The obligations set forth in this Section 8 shall survive the
<br />performance and termination of this Agreement.
<br />9. Limitations on Access. Company may refuse the right of access to the Facility to Customer and any of its employees, agents or
<br />subcontractors who violate the rules and regulations prescribed by Company or by law, provided that Company shall give notice to
<br />Customer of the nature of any violations and an opportunity to cure. Company may also assess to Customer a reasonable additional fee
<br />or charge as a penalty for failure to comply with the rules and regulations prescribed by Company or by law. In addition, Company may
<br />refuse the right of access to Customer in the event it is more than 45 days delinquent in payment of tipping fees.
<br />10. Assiqnment. This Agreement shall be binding upon the successors and assigns of the parties hereto; provided, that no
<br />assignment of this Agreement shall be binding upon the other party without the other party's consent, which consent shall not be
<br />unreasonably withheld; and provided further, that no assignment shall be valid and binding which endeavors to relieve the assigning
<br />party of any obligations to make payments hereunder which accrued prior to the date of assignment or in which the assignee does not
<br />a~rmatively agree, in writing, to assume all obligations of the assignor under this Agreement. Notwithstanding the foregoing, Company
<br />may assign this Agreement to any affiliate of Company or any affiliate of USA Waste Services, Inc. without the consent of Customer.
<br />11. Force Maieure. Except for the obligation to pay tipping fees for disposal of Solid Waste accepted at the Facility, the
<br />performance of this Agreement may be suspended to the extent that either party's obligations hereunder are delayed or hindered by a
<br />cause or causes beyond the reasonable control of such party. Such causes shall include, but not be limited to, acts of God, landslides,
<br />lightning, forest fires, storms, floods, freezing, earthquakes, civil disturbances, strikes, lockouts or other industrial disturbances, acts of
<br />the public enemy, wars, blockades, public riots, breakage, explosions, or other similar causes.
<br />12. General Provisions.
<br />(a) No waiver by either party of any one or more defaults or breaches by the other in the performance of this Agreement shall operate or
<br />be construed as a waiver of any future defaults or breaches, whether of a like or different character. If any provision of this Agreement is
<br />declared invalid or unenforceable, then such portion shall be deemed to be severable from this Agreement and shall not affect the
<br />remainder hereof.
<br />(b) This Agreement and the Appendices referenced herein represent the entire understanding between the parties and no
<br />representations, statements or agreements, unless agreed to by the parties in writing, shall modify, change, amend or otherwise affect
<br />the obligations undertaken in this Agreement. This Agreement may only be amended by a written agreement executed by Company and
<br />Customer.
<br />(c) All notices under this Agreement shall be in writing and shall be effective if delivered personally or sent by certified mail, postage
<br />prepaid, or by overnight carrier or confirmed facsimile to the addresses set forth on the reverse side hereof or to such other address as
<br />either party shall specify by written notice so given. Any notice sent by mail shall be deemed given and received three (3) business days
<br />after the date deposited in the mail. Any notice given by personal delivery or sent by overnight carrier or confirmed facsimile shall be
<br />deemed given upon receipt.
<br />(d) The validity, interpretation and performance of this Agreement shall be governed and construed in accordance with the laws of the
<br />state of Oregon and applicable federal laws and regulations.
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