I. SERVICES RENDERED
Company agrees to furnish waste collection and disposal equipment and services as described in the Service Order, and Customer grants to Company the exclusive right to collect and dispose of all of Customer's Waste Materials (as defined in Article III) generated at the service location(s) identified in the Service Order. Customer agrees to make payments to Company in accordance with the rates and terms set forth herein and in the Service Order.
II. SERVICE GUARANTEE
Company guarantees performance of services in accordance with the pickup schedule set forth in the Service Order. If Company fails to perform services as scheduled and does not remedy such failure within ten (10) business days of receiving written notice from Customer, Customer may terminate this Agreement without penalty. A missed pickup caused by Customer's failure to provide unobstructed access to equipment, by a holiday delay, or by circumstances described in Article XVI shall not constitute a failure under this guarantee.
III. WASTE MATERIALS
The term waste materials means all non-hazardous solid waste generated by Customer at the service location(s) identified in the Service Order. Waste materials specifically excludes, and Customer agrees not to deposit or place for collection, any of the excluded materials as further described in Article V(d)(i-v) hereunder; and materials containing information protected by applicable privacy or security laws or regulations; any material prohibited by federal, state, or local law or regulation; or any other material not included in Company’s then current Schedule of Accepted Materials and that could adversely affect the operation or useful life of the disposal or processing facility receiving Customer's waste materials. Customer agrees to comply with all applicable laws and regulations regarding the preparation and disposal of waste materials. Title to and liability for any Excluded Materials shall remain with Customer at all times. Company acquires title to Waste Materials upon loading them into Company's collection vehicle.
IV. CONTRACT TERM
(a) Term Options. The initial term of this Agreement ("Initial Term") shall be as selected by Customer on the Service Order and shall be one of the following: Month-to-Month; Twelve (12) months; Twenty-Four (24) months; Thirty-Six (36) months; Forty-Eight (48) months; or Sixty (60) months. The Effective Date of this Agreement is the date set forth on the Service Order. (b) Automatic Renewal. Unless the Service Order designates a Month-to-Month term, this Agreement shall automatically renew for successive terms equal to the initial term ("Renewal Term") upon expiration of the Initial Term or any Renewal Term, unless either party provides written notice of termination no fewer than one hundred eighty (180) days prior to the expiration of the then-current term. Notice of termination received outside of this window shall be deemed ineffective, and this Agreement shall automatically renew for an additional Renewal Term. (c) Month-to-Month Contract Term. A Month-to-Month Contract Term (“Month-to-Month”) shall apply to any Company contract for services whereby the Contract Term selected on the Service Order is Month-to-Month or is a term less than the term lengths defined in Article IV. (a). Month-to-Month service shall commence upon payment in full of the balance due for all charges, services and equipment as reflected in the Service Order. (1) Delivery of Company’s equipment shall be on the agreed upon delivery date at Customer’s service location. Subsequent monthly payments shall be payable in advance on the date of the invoice issued each month in the amount therein designated until the Contract is terminated. (2) Additional charges (see Article V), whether requested or incurred by Customer, shall be due and payable upon request or assessment, and thereafter reflected in an invoice generated by Company and delivered electronically to Customer’s email address on file with Company detailing the charges. (3) By accepting delivery of Month-to-Month services and equipment, Customer agrees to (i) required AutoPay enrollment, acknowledging the associated terms and conditions (as defined in the terms of Article VI.); (ii) store and maintain a valid payment method in the form of a major credit card in Customer’s account; and (iii) authorizes Company to charge the stored valid payment method for both AutoPay and Additional Charges. (4) Either party may terminate this Agreement upon thirty (30) days prior written notice to the other party. (5) Month-to-Month agreements are not subject to liquidated damages under Article XII but are subject to all other provisions of these Terms and Conditions. Notwithstanding the foregoing, Customer remains fully liable for all other obligations arising under this Agreement, including without limitation any charges assessed for damage to, loss of, or theft of Company equipment, contamination fees, and any other fees or penalties assessed pursuant to Article XI and the terms of this Agreement or the applicable fee schedule. Company reserves the right to charge a higher service rate for Month-to-Month engagements as reflected on the Service Order. (d) Short-Term Rental Contract Term. A Short-Term Rental Contract Term (“Short-Term Rental”) shall apply to any Company contract for services whereby the Contract Term reflected on the Service Order is “Custom” or is a term with a specified beginning and end date (“Specified Short Term”) and less than the term lengths defined in Article IV. (a). Short-Term Rental service shall commence upon payment in full of the balance due for all charges, services, equipment and specified short term as reflected in the Service Order. (1) Delivery of Company’s equipment shall be on the agreed upon delivery date at Customer’s service location. If Company and Customer agree in writing to extend and modify the specified short term, (“Extended Term”), whereby additional regular charges will become due and payable, subsequent payments shall be payable in advance on the date of the invoice issued in the amount therein designated until the extended term expires or is terminated. (2) Additional charges (see Article V), whether requested or incurred by Customer, shall be due and payable upon request or assessment, and reflected in an invoiced receipt delivered electronically to Customer’s email address on file with Company detailing the charges. (3) By accepting delivery of Short-Term Rental services and equipment, Customer agrees to (i) store and maintain a valid payment method in the form of a major credit card in Customer’s account for the duration of the Specified Short Term or Extended Term, if applicable; and (ii) authorizes Company to charge the stored valid payment method for Additional Charges. (4) Customer may terminate this Agreement by providing notice to Company a minimum of twenty-four (24) hours prior to the scheduled delivery time and day; or if Customer requests termination after services have commenced, Company has ten (10) business days to recover equipment from Customer’s service location, assess any damages or additional charges, and generate a final invoice. (5) Short-Term Rental agreements are not subject to liquidated damages under Article XII but are subject to all other provisions of this Agreement. Notwithstanding the foregoing, Customer remains fully liable for all other obligations arising under this Agreement, including without limitation any charges assessed for damage to, loss of, or theft of Company equipment, contamination fees, and any other fees or penalties assessed pursuant to Article XI and the terms of this Agreement or the applicable fee schedule. Company reserves the right to charge a higher service rate for Short-Term Rental engagements as reflected on the Service Order. Customer’s failure to provide adequate notice of termination will result in a cancellation fee equal to the amount Customer would be charged as reflected on the Service Order. (e) The Company may terminate this Agreement pursuant to Article XIII.
V. PAYMENTS AND INVOICING
(a) Charges. Customer agrees to pay Company on a monthly basis for all services and equipment furnished pursuant to this Agreement at the rates set forth on the Service Order ("Charges"). Invoices shall be issued monthly and are due and payable within thirty (30) days of the invoice date, or within such other number of days as stated on the Service Order ("Due Date"). (b) Late Payment. Any balance not paid by the Due Date shall accrue interest from the Due Date until paid in full at the rate of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum), or the maximum extent permitted by applicable law, whichever is less. If, as of the thirtieth (30th) day after the Due Date, the interest then accrued on the unpaid balance is less than Twenty-Five Dollars ($25.00), a late fee of Twenty-Five Dollars ($25.00) shall be added to the balance due in lieu of such lesser interest amount. Company reserves the right, upon ten (10) days' written notice to Customer (which may be given by email to Customer's email address on file), to suspend services until the past-due balance is paid in full, and Customer shall pay a reactivation fee as set forth on the Service Order to resume suspended services. Company's election to suspend services shall not waive any right to collect past-due amounts or to terminate this Agreement for default. All amounts charged under this Section are subject to, and shall be reduced to, the maximum amount permitted by applicable law. As used herein, “Past-Due Balance” means the amount due according to the most recent invoice issued by Company to Customer for services and equipment, including applicable late fees and any interest accrued on the unpaid balance at the rate specified herein. (c) Overfill and Overage Charges. Customer shall not overfill or overload any container provided by Company, whether by weight or volume. If a container is presented for collection in an overfilled or overloaded condition, Company reserves the right to decline collection and assess an overage fee as set forth on the Service Order or at Company's then-current standard rate. Overage fees apply regardless of the cause of the overfill, including where Customer's container is shared with or accessible to third parties such as tenants, residents, or adjacent businesses. Repeat overfill incidents may result in an upgrade of container size or service frequency at Customer's expense, or termination of this Agreement at Company's discretion. The term “Overage” means any instance in which waste exceeds the capacity of the container, including waste extending above the rim or lid, waste preventing the lid from fully closing, waste placed on or around the container, or waste that causes the container to exceed applicable weight limits. Repeated overages that continue to occur after written notice and Customer declines reasonable recommendations to increase container capacity or collection frequency, Company reserves the right to terminate this Agreement upon thirty (30) days written notice to Customer. (d) Contamination Charges. Contamination charge means an additional charge assessed by Company when materials placed for collection contain prohibited or non-conforming materials, including (i) recyclable materials that are soiled, wet, or commingled with non-recyclable items such that the receiving recycling facility rejects the load, downgrades it, reclassifies it as solid waste, or imposes a contamination, rejection, or processing fee on Company; and (ii) solid waste containing hazardous, liquid, or otherwise prohibited materials. The contamination charge equals any third-party fee charged to Company, whether by the recycling facility, transfer station, or disposal site plus a flat fee negotiated on a per-occurrence basis and set forth on the Service Order; and where contaminated recyclables cannot be delivered to the recycling entity, the load may be reclassified and charged at Company’s then current waste disposal rate. The term prohibited materials means any material that Company is not authorized or equipped to collect, transport, or dispose of, or that applicable law prohibits from disposal as ordinary solid waste, including but not limited to: hazardous, toxic, radioactive, volatile, corrosive, flammable, explosive, biomedical, infectious, or regulated medical waste; liquids, sludge, or free-flowing waste; used oil, solvents, paints, fuels, or automotive fluids; batteries, tires; asbestos or materials containing asbestos; electronic waste and electronics where separately regulated; appliances containing refrigerants; construction and demolition debris (unless expressly contracted); animal carcasses; and any hazardous waste, hazardous substance, or special waste as defined under applicable federal, state, or local law, including the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601 et seq.), and A.R.S. Title 49, Environmental Quality. The term non-conforming materials means material that does not conform to the type, class, or specifications of service contracted for, including (iii) materials exceeding the weight, volume, or size limits of the assigned container or service level; (iv) materials placed in the wrong container, including solid waste placed in a recycling container or vice versa; and (v) with respect to recycling service, any material that is soiled, wet, contaminated with food or liquid, commingled with non-recyclable items, or otherwise outside the then current accepted materials specifications set forth in Company’s Schedule of Accepted Materials, as published by Company and updated from time to time (see mywesternwaste.com for current Schedule of Accepted Materials), such that Company’s receiving recycling facility rejects, downgrades, reclassifies, or imposes a fee on the load. The Schedule of Accepted Materials in effect at the time of collection governs, and the company may revise it from time to time to reflect changes in the specifications of its receiving recycling facility or applicable law. Customer shall not deposit, and shall not permit any third party to deposit, prohibited or non-conforming materials in any Company container. Title to and liability for prohibited materials remains with Customer at all times. Company may, without liability, refuse collection of, leave in place, or remove and dispose of such materials, and Customer shall be responsible for all resulting costs, including any contamination charge, reclassification to Company’s solid waste disposal rate, special handling, cleanup, fines, or third-party fees. (e) Disputed Invoices. Any dispute regarding an invoiced amount must be submitted to Company in writing within ninety (90) days of the invoice date. Failure to dispute an invoice within this period shall constitute Customer's acceptance of the invoiced amount and a waiver of any claim with respect thereto. Disputed amounts shall not excuse Customer's obligation to pay undisputed amounts by the Due Date. (f) Additional Charges. Charges set forth on the Service Order cover recurring and scheduled services only. Additional services including but not limited to extra pickups, container delivery, container removal, container relocation, reactivation after suspension, overage fees and contamination fees, shall be billed at Company's then-current standard rates at the time of service. Company also reserves the right to charge Customer additional charges for additional services provided by Company to Customer, whether requested or incurred by Customer, including, but not limited to, container relocation or removal; gate, enclosure or roll out services; account resume or reactivation services; extra pickups or trip charges; container overages and overflows; contaminated waste and recycling, recycling materials and equipment; and equipment repair and maintenance (see mywesternwaste.com for a list of “Additional Services”, which may be updated from time to time), all at such standard prices or rates that Company is charging its customers in the service area at such time. (g) Stored Payment Method. Customer acknowledges that services associated with Month-to-Month or Short-Term Rental Agreements require Customer to provide and maintain a valid major credit card as a stored payment method as payment for charges and services associated with Month-to-Month or Short-Term Rental Agreements whether those charges are the initial service charges or additional charges assessed during or after the period in which Company is providing services; initial service charges for these services are due and payable in full upon execution of this Agreement; and Customer agrees to (i) maintain a valid major credit card as a stored payment method for the duration of the service period until Customer receives a final invoice terminating this Agreement for services; (ii) Any additional charges incurred by Customer whether by request or otherwise shall be charged upon assessment to the Customer’s stored payment method; (iii) Company is not liable for any damages resulting from charges incurred and thereby collected from Customer’s stored payment method for any balance due. (h) Taxes and Fees. All applicable state and local taxes, government franchise fees, fuel surcharges, environmental fees, and regulatory cost recovery charges shall be added to the Charges as required by law or as set forth on the Service Order. These amounts are in addition to the base service rate and may be adjusted from time to time to reflect changes in applicable law, regulation, or Company's costs. (i) Administrative Charge; Waiver Eligibility. Company assesses an administrative charge for each paper invoice issued to Customer. The amount of the administrative charge applicable to Customer's account is specified on the Invoice and is subject to adjustment from time to time in accordance with the terms of the Agreement and applicable law. Notice of any adjustment to the administrative charge will be provided in accordance with the notice provisions of the Agreement. All customers who opt out of paperless billing are currently subject to the administrative charge, and assessment or amount of this charge is not uniform across all accounts. (j) Waiver of Administrative Charge. Customers who are assessed the administrative charge may receive a waiver of that charge on each invoice by enrolling in and maintaining concurrent enrollment in both of the following: (1) Company’s automatic payment program ("AutoPay"), as described in Article VI; and (2) Company’s paperless billing program, as described in Article VI. The waiver of the administrative charge applies during the period Customer remains actively enrolled in both AutoPay and paperless billing. The waiver applies on a per-invoice basis and is not a permanent modification of the Agreement or a permanent reduction of Customer's rates or charges. Company reserves the right to modify or discontinue the waiver program at any time upon notice to Customer in accordance with the Agreement. (i) Reinstatement of Administrative Charge. If Customer unenrolls from AutoPay, paperless billing, or both, the administrative charge will be reinstated beginning with the next invoice issued following the effective date of unenrollment. Company is not required to provide separate advance notice of the reinstatement of the administrative charge upon Customer's unenrollment, as Customer is deemed to have received notice of this consequence upon enrollment. If Customer's AutoPay enrollment is cancelled due to a dishonored payment, expired payment method, or other account-related reason not initiated by Customer, Customer shall have thirty (30) days from the date of written notice from Company to re-enroll in AutoPay before the administrative charge is reinstated. (ii) Prospective Applicability. Customers not currently subject to the administrative charge are strongly encouraged to enroll in both AutoPay and paperless billing to ensure they are not assessed the administrative charge for paper invoices in the future. Company reserves the right to begin assessing the administrative charge to any customer not currently subject to it upon notice provided in accordance with the Agreement. Enrollment in AutoPay and paperless billing prior to any such notice taking effect will result in an immediate waiver of the charge upon its assessment. (iii) No Waiver of Other Charges. The waiver of the Administrative Charge described in this Article applies solely to the Administrative Charge for paper invoices and does not constitute a waiver of any other fee, charge, or surcharge assessed under the Agreement, including but not limited to convenience fees, environmental charges, regulatory cost recovery charges, fuel surcharges, contamination fees, or overage fees. (iv) How to Enroll. Customers may enroll in AutoPay by logging in to their online account (see mywesternwaste.com) and navigating to billing preferences, or by contacting customer service at (520) 724-1449. Enrollment is subject to the terms and conditions applicable to each program as set forth in the Agreement.
VI. AUTOMATIC PAYMENTS (AUTOPAY) AND PAPERLESS BILLING
(a) Enrollment and Authorization. (i) Paperless Billing. Upon execution of this Agreement, Customer shall be automatically enrolled in Company's paperless billing program. By executing this Agreement, Customer hereby consents to receive all invoices and billing-related communications exclusively in electronic format, delivered to the email address maintained on file with Company, and expressly acknowledges that Company shall have no obligation to issue paper invoices by mail for so long as Customer remains enrolled in the paperless billing program. Customer's right to opt out of the paperless billing program is governed exclusively by subsection (d) of this Article, upon the exercise of which paper invoices shall resume and the applicable administrative charge shall be reinstated in accordance with Article V. (ii) AutoPay. Customer may elect, but is not required, to enroll in Company's automatic payment program ("AutoPay") by designating an approved payment method on the Service Order or through Customer's online account (see mywesternwaste.com). Upon enrollment, Customer hereby irrevocably authorizes Company to initiate recurring charges to Customer's designated payment method on file for all amounts due and owing under this Agreement on each applicable payment draft date, without requiring separate authorization for each individual transaction. Such authorization shall remain in full force and effect until Customer cancels AutoPay enrollment in accordance with subsection (d) of this Article or until this Agreement is terminated; provided, however, that charges incurred and services rendered on or prior to the effective date of cancellation or termination may continue to be drafted against the designated payment method following such date. (iii) Program Details. Complete program details governing both the paperless billing and AutoPay programs, including without limitation accepted payment methods, payment draft dates, convenience fee amounts, electronic communications requirements, and applicable opt-out and cancellation procedures, are published online (see mywesternwaste.com) and are incorporated herein by reference. Customer expressly acknowledges that it has been directed to review such program details prior to or upon execution of this Agreement. (b) Program Terms; Website Publication. The terms and conditions governing enrollment in the AutoPay and paperless billing programs, including without limitation accepted payment methods, applicable convenience fees, payment draft dates, electronic invoice delivery procedures, dishonored payment procedures, and opt-out and cancellation procedures, are set forth in full in the Company's AutoPay and Paperless Billing Terms and Conditions as published online (see mywesternwaste.com) (the "Program Terms"). By enrolling in AutoPay, or by executing this Agreement with respect to automatic paperless billing enrollment, Customer agrees to be legally bound by the Program Terms as published at the time of enrollment or execution, as applicable, and as amended from time to time in accordance with subsection (e) of this Article. In the event of any conflict between the Program Terms published on the Company's website and the provisions of this Article, the Program Terms shall control with respect to program-specific operational details, and this Agreement shall control with respect to all other matters, including without limitation payment obligations, events of default, and termination. (c) Consent to Price Increases. All electronic invoices issued pursuant to the paperless billing program shall include notice of any modification to services, service rates, surcharges, or other charges subject to Customer's consent under this Agreement or applicable law. Customer's payment of any such invoice, or Customer's failure to deliver written objection to any price increase or charge adjustment reflected thereon within thirty (30) days of the invoice date, shall constitute Customer's irrevocable consent to such increase or adjustment for all purposes under this Agreement. With respect to Customers enrolled in AutoPay, the automatic payment of any invoice by Company's initiation of a charge against Customer's designated payment method, absent timely written objection as set forth herein, shall likewise constitute Customer's consent to any such increase or adjustment. (d) Cancellation and Opt-Out. (i) Paperless Billing. Customer may elect to opt out of the paperless billing program at any time by accessing Customer's online account (see mywesternwaste.com) or by contacting Company's customer service department at (520) 724-1449. The opt-out shall become effective upon Company's processing of Customer's request, following which Company shall resume issuance of paper invoices by mail and the applicable administrative charge shall be reinstated commencing with the first invoice issued after the effective date of opt-out, in accordance with Article V. Opt-out from the paperless billing program shall not constitute a termination of this Agreement and shall not relieve Customer of any payment or other obligations arising hereunder. (ii) AutoPay. Customer may cancel AutoPay enrollment at any time by accessing Customer's online account (see mywesternwaste.com) or by contacting Company's customer service department at (520) 724-1449. Cancellation of AutoPay shall not constitute a termination of this Agreement and shall not relieve Customer of any payment or other obligations arising hereunder. Following the effective date of AutoPay cancellation, Customer shall be solely responsible for remitting all amounts due under this Agreement by an alternative payment method in accordance with the payment terms set forth herein. Company shall bear no liability for any charges, including without limitation late fees or service interruptions, arising from Customer's failure to arrange and maintain alternative payment arrangements following cancellation of AutoPay. (e) Modifications. Company reserves the right to modify or discontinue either the AutoPay program or the paperless billing program, or both, at any time, upon amendment of the Program Terms published online (see mywesternwaste.com) and delivery of notice to Customer in accordance with the notice provisions of this Agreement. Customer's continued enrollment in AutoPay, or continued receipt of electronic invoices under the paperless billing program, following delivery of notice of any such modification shall constitute Customer's acceptance of and agreement to be bound by the amended Program Terms. In the event Company elects to discontinue the paperless billing program, Company shall provide Customer with reasonable advance written notice of the transition and shall thereafter resume issuance of paper invoices in accordance with Article V. (f) Administrative Charge Waiver. Customers enrolled concurrently in both the AutoPay program and the paperless billing program may be eligible for a waiver of the administrative charge otherwise applicable to paper invoice issuance as set forth in Article V. Eligibility requirements, waiver conditions, and any limitations applicable thereto are set forth in Article V and in the Program Terms published online (see mywesternwaste.com). (g) Customer Responsibilities; Consent to Electronic Communications. Customer shall be solely responsible for maintaining a current and valid email address on file with Company at all times and for providing prompt written notice to Company of any change thereto. Company shall bear no liability for Customer's failure to receive any electronic communication, including without limitation any invoice, notice, or program-related communication, resulting from an outdated or invalid email address, spam or junk mail filtering, or any other technical failure or circumstance outside of Company's reasonable control. Customer's enrollment in, or opt-out from, either program shall not affect, diminish, or otherwise modify Customer's obligation to pay all amounts due and owing under this Agreement in full and in a timely manner. Company shall bear no liability for any late fees, service interruptions, or other consequences arising from Customer's failure to monitor, review, and timely pay invoices in accordance with the payment terms of this Agreement.
VII. SURCHARGES AND RECOVERY FEES
(a) General. In addition to the base service rates set forth in the Service Summary, Customer's invoices may include one or more of the following surcharges and recovery fees. These charges are separate from, and in addition to, base service rates and reflect costs that are variable in nature and subject to periodic adjustment. The surcharge percentages and rates in effect at the time of any Service Order, invoice, or billing cycle are calculated based on the then-current rates published on Company's website at mywesternwaste.com. Customer acknowledges that it has been advised of the existence of these surcharges and their variable nature, and agrees that changes to surcharge rates in accordance with this Article do not constitute a modification of the base service rate or require a separate amendment to this Agreement. (b) Environmental Charge. The Environmental Charge is a percentage-based surcharge, applied to Customer's base service rate plus the Fuel Surcharge (excluding the Regulatory Cost Recovery Charge and taxes), that is designed to recover a portion of Company's costs associated with environmental compliance, including but not limited to costs related to stormwater management, groundwater monitoring, leachate collection and treatment, closure and post-closure obligations, environmental permitting, regulatory reporting, and remediation activities required or anticipated under applicable federal, state, and local environmental laws and regulations. The Environmental Charge does not represent a direct pass-through of any single identifiable cost and may include an amount for Company's operating margin attributable to environmental compliance activities. The Environmental Charge is subject to periodic adjustment and is not guaranteed to remain fixed for the duration of this Agreement. (c) Regulatory Cost Recovery Charge (RCR). The Regulatory Cost Recovery Charge is a percentage-based surcharge applied to Customer's base service rate that is designed to recover a portion of Company's costs of complying with applicable federal, state, and local regulations governing the collection, transport, processing, and disposal of solid waste and recyclable materials. Such costs may include, without limitation, costs associated with vehicle emissions compliance, licensing and permitting fees, safety and training mandates, and other regulatory requirements imposed on solid waste haulers operating in the jurisdictions in which Company provides service. Like the Environmental Charge, the RCR is not a direct pass-through of any single identifiable regulatory cost and may include an amount for Company's operating margin attributable to regulatory compliance activities. The RCR is subject to periodic adjustment and is not guaranteed to remain fixed for the duration of this Agreement. (d) Fuel Surcharge. The Fuel Surcharge is a percentage-based surcharge applied to Customer's base service rate that is designed to recover a portion of Company's costs of fuel used in the collection and transportation of waste and recyclable materials. The Fuel Surcharge is indexed to prevailing diesel fuel prices and is subject to adjustment, upward or downward, as fuel prices fluctuate. The Fuel Surcharge is not intended to be a precise pass-through of actual fuel costs and may include an amount for Company's operating margin attributable to fuel-related expenses. (e) Surcharge Rates; Website Publication. The specific percentage rates applicable to the Environmental Charge, Regulatory Cost Recovery Charge, and Fuel Surcharge assessed on any Service Order, invoice, or billing cycle are calculated based on the then-current rates published on Company's website at mywesternwaste.com/surcharges. Customer is encouraged to review the published rates prior to executing any Service Order and periodically during the term of this Agreement. Company reserves the right to update the published rates from time to time without prior individual notice to Customer, provided that any such updated rates shall be posted to the website no later than the date on which such rates take effect. The amounts reflected on any Service Order are based on the rates in effect at the time the Service Order is generated and are subject to change at the next applicable billing cycle in accordance with the then-current published rates. Customer's continued acceptance of service following any rate adjustment shall constitute Customer's acceptance of the updated surcharge rates. (f) Cumulative Application. The Environmental Charge, Regulatory Cost Recovery Charge, and Fuel Surcharge may be applied simultaneously and cumulatively to Customer's base service rate. These surcharges are assessed independently of one another, except that the Environmental Charge is calculated on the base service rate plus the Fuel Surcharge as described in subsection (b); an adjustment to the percentage rate of one surcharge does not change the percentage rate of any other surcharge unless otherwise specified by Company. (g) Non-Uniformity. Surcharge rates and the applicability of individual surcharges may vary by customer, service type, service location, contract terms, or applicable municipal or franchise agreement. Some customers may, by contract or at Company's discretion, be exempt from one or more surcharges. Such exemptions apply only to the customers to whom they are expressly granted and do not affect the surcharge rates or amounts assessed to other customers. (h) Survival. Company's right to collect any surcharges accrued and unpaid prior to the termination or expiration of this Agreement shall survive such termination or expiration.
Current published rates: Fuel Surcharge 13.00% for October 2026; Environmental Charge 8.00%; Regulatory Cost Recovery (RCR) 3.00%; Administrative Charge (paper invoice) $5.00 per paper invoice, waived with AutoPay + paperless billing. See mywesternwaste.com/surcharges.
VIII. RATE ADJUSTMENTS
Changes in the frequency of collection, collection schedule, number, capacity and/or type of equipment, the terms and conditions of this Agreement, and any changes to the Charges payable under this Agreement (including any Consensual Price Increase or Negotiated Price Adjustment), may be agreed to orally, in writing or by other actions and practices of the parties, including, without limitation, electronic or online acceptance or payment of the invoice reflecting such changes, or written notice to Customer of any such changes and Customer’s failure to object to such changes, which shall be deemed to be Customer’s affirmative consent to such changes. (a) CPI Adjustments. Company may adjust the Charges annually to reflect changes in the Consumer Price Index for Water, Sewer and Trash Collection Services published by the U.S. Bureau of Labor Statistics ("CPI"), measured from the Effective Date or, as applicable, Customer's most recent CPI-based price adjustment date. Company shall provide Customer with written notice of any CPI-based rate adjustment no fewer than thirty (30) days prior to its effective date. CPI-based adjustments shall not require Customer's consent and shall not constitute grounds for termination without penalty. (b) Other Cost Adjustments. In addition to CPI adjustments, Company may increase Charges to account for increases in disposal costs, transportation costs, fuel costs, or increases in taxes, fees, or governmental charges assessed against or passed through to Company, provided that Company gives Customer written notice of such adjustment no fewer than thirty (30) days prior to its effective date. (c) Consensual Increases. Any rate increases not specifically permitted under Article VII or under this Article VIII shall require Customer's consent. Company shall notify Customer in writing of any proposed consensual increase. If Customer does not object in writing within thirty (30) days of receiving such notice, Customer shall be deemed to have consented to the increase. If Customer objects in writing within the thirty (30) day period, Customer's sole remedy shall be to terminate this Agreement upon thirty (30) days written notice to Company, subject to the liquidated damages provisions of Article XII, if applicable. (i) Deemed Consent; Surcharges. Customer acknowledges that the Environmental Charge, Regulatory Cost Recovery Charge, and Fuel Surcharge, as described in Article VII, are variable in nature and subject to periodic adjustment in accordance with the rates published on Company's website at mywesternwaste.com. By executing this Agreement and by continuing to accept service following any adjustment to published surcharge rates, Customer expressly and irrevocably consents to the assessment of such surcharges at the then-current published rates without the requirement of individualized advance notice for each rate adjustment. Adjustments to surcharge rates made in accordance with Article VII shall not be deemed consensual increases requiring the notice and objection procedure set forth in subsection (c) above, and Customer's payment of invoices reflecting updated surcharge amounts shall constitute further confirmation of Customer's consent. (ii) Deemed Consent; Additional Service Fees. Customer further acknowledges that Company may assess additional fees in connection with the provision of services beyond those reflected in the base service rate, including but not limited to: contamination fees, assessed when Customer's waste stream contains Excluded and/or Prohibited Materials (as defined in this Agreement) or materials that render a load unacceptable at the applicable disposal or processing facility; overage or excess weight fees, assessed when the weight or volume of Customer's waste materials exceeds the amount specified in the Service Summary; extra pickup fees, assessed for service requests outside of Customer's regularly scheduled pickup frequency; special handling fees, assessed for waste materials requiring handling, transport, or disposal beyond Company's standard service procedures; rollout fees, assessed when Company is required to move or reposition equipment beyond a reasonable distance from its normal service location due to Customer's placement of the equipment or conditions at Customer's service location; and any other fees and charges identified in the Service Summary or otherwise disclosed on Company's website at mywesternwaste.com. The specific amounts and rates applicable to the fees described in this subsection are published on Company's website at mywesternwaste.com and are subject to periodic adjustment; Company will post any change to those amounts or rates at least thirty (30) days before it takes effect. By executing this Agreement, Customer acknowledges that it has been advised of the existence of these fees, has had the opportunity to review the applicable rates on Company's website, and expressly consents to the assessment of such fees when the circumstances giving rise to them occur. Customer's continued acceptance of service and payment of invoices on which such fees appear shall constitute ongoing confirmation of Customer's consent. Additional fees assessed pursuant to this subsection shall not be subject to the notice and objection procedure set forth in subsection (c) above. (iii) Notification of Fee Assessments. Notwithstanding the deemed consent provisions of subsections (c)(i) and (c)(ii), Company shall identify any surcharge adjustments or additional fees on Customer's invoice in a reasonably itemized manner so that Customer can identify the nature of each charge. Company's failure to itemize a specific charge on a single invoice shall not constitute a waiver of Company's right to collect such charge, provided the charge is otherwise permitted under this Agreement or applicable published rates. (iv) Customer's Obligation to Review Published Rates. Customer acknowledges incorporation by reference of Company's website at mywesternwaste.com for the purpose of reviewing current surcharge rates and additional fee schedules, and that it is Customer's responsibility to periodically review such published rates during the term of this Agreement. Company's publication of current rates on its website shall constitute sufficient notice to Customer of applicable rates for all purposes under this Agreement. (d) Month-to-Month Rates. Company may adjust rates for Month-to-Month customers at any time upon thirty (30) days written notice. Customer's continued use of services after the effective date of a rate adjustment shall constitute acceptance of the adjusted rate.
IX. SERVICE CHANGES AND AMENDMENTS
Changes to container type, size, quantity, service frequency, or pickup schedule may be agreed to by the parties orally, in writing, or by the practices and actions of the parties, and corresponding adjustments to the Charges shall be reflected on a revised Service Order or written confirmation from Company. This Agreement shall remain in full force and effect following any such changes. Any change in Customer's service address to a location within Company's service area shall not affect the validity of this Agreement. If Customer relocates outside of Company's service area, Customer may cancel this Agreement upon thirty (30) days written notice without liquidated damages. All other amendments to this Agreement shall be made in writing signed by both parties.
X. EQUIPMENT
All equipment furnished by Company, including containers, dumpsters, roll-off boxes, compactors, and related apparatus, shall at all times remain the sole property of Company. Customer acknowledges that it has care, custody, and control of all Company equipment while located at Customer's service location and accepts responsibility for all loss or damage to such equipment, excluding normal wear and tear and damage resulting from Company's own handling. Customer shall not: Overload any container by weight or volume; Move, alter, deface, or install any device on Company's equipment; Manually or mechanically compact materials inside any container not specifically designed for compaction; Allow any third party to take any of the foregoing actions; or Use Company's equipment for any purpose other than the collection and temporary storage of permitted Waste Materials. Customer shall provide safe, clear, and unobstructed access to Company's equipment on every scheduled collection day. If equipment is inaccessible at the time of scheduled collection, Company shall notify Customer and afford a reasonable opportunity to provide access; however, Company reserves the right to charge a trip fee for inaccessibility. Customer agrees to indemnify, defend, and hold harmless Company, its employees, and agents from and against all claims, damages, penalties, fines, liabilities, and costs, including reasonable attorneys' fees, arising out of Customer's use, operation, or possession of Company's equipment. (a) Equipment Condition and Damage. Customer shall be responsible for maintaining Company's equipment in the condition in which it was delivered, reasonable wear and tear excepted. Customer shall not alter, modify, paint, mark, or affix anything to Company's equipment without Company's prior written consent. Customer shall promptly notify Company of any damage to, or malfunction of, Company's equipment. Upon retrieval, Company shall inspect its equipment and document its condition. If Company's equipment is returned or retrieved in a damaged condition, or if equipment is found to have been misused, altered, overloaded beyond its rated capacity, contaminated with Excluded Materials (as defined by Article III), or subjected to conditions inconsistent with its intended use, Customer shall be liable to Company for the reasonable cost of repair or, if the equipment is determined by Company to be beyond economical repair, the fair market replacement value of the equipment at the time of termination, less any applicable depreciation. Company's determination of damage and associated repair or replacement costs shall be documented in writing and provided to Customer within thirty (30) days of equipment retrieval. Customer shall have fifteen (15) days following receipt of such documentation to dispute the assessment in writing, after which the amount shall be deemed accepted and immediately due and payable. Any amounts owed by Customer under this provision shall be in addition to, and shall not offset or reduce, any liquidated damages or other amounts owed under this Agreement. If Company's equipment is lost, stolen, or destroyed while located at Customer's service location, Customer shall be liable for the full replacement value of such equipment. Customer is encouraged to include Company's equipment on Customer's property or general liability insurance policy for the duration of this Agreement. Company's failure to retrieve its equipment within the thirty (30) day period set forth above shall not relieve Customer of its obligations under this subsection if the delay is attributable to Customer's failure to provide reasonable access or to timely pay all amounts due.
XI. DAMAGE TO PAVEMENT AND PROPERTY
Customer warrants that Customer's pavement, curbing, driving surfaces, and any rights of way reasonably necessary for Company to perform services are sufficient to bear the weight of Company's equipment and vehicles. Company shall not be responsible for damage to pavement, curbing, driving surfaces, or rights of way resulting from the weight of Company's vehicles or equipment operating at Customer's service location in the ordinary course of performing services, and Customer assumes all liability for any such damage.
XII. EARLY TERMINATION AND LIQUIDATED DAMAGES
(a) Applicability. This Article applies to all agreements with a fixed Initial Term of twelve (12), twenty-four (24), thirty-six (36) months, forty-eight (48) months, or sixty (60) months; this Article does not apply to Short-Term Rental and Month-to-Month agreements. (b) Customer-Initiated Early Termination. If Customer terminates this Agreement prior to the expiration of the then-current term for any reason other than Company's uncured breach or as expressly permitted under Article VIII(c), Customer shall pay Company liquidated damages calculated as follows: If six (6) or more months remain in the then-current term: the average of Customer's six (6) most recent monthly Charges multiplied by six (6); or if fewer than six (6) months remain in the then-current term: the average of Customer's six (6) most recent monthly Charges multiplied by the number of months remaining. If the Agreement has been in effect for fewer than six (6) months at the time of termination, the average of all monthly Charges to date shall be used. Customer expressly acknowledges that: (i) Company has made substantial operational commitments in reliance on this Agreement, including the allocation of equipment, personnel, and routing resources; (ii) the actual damages Company will suffer upon early termination are difficult or impossible to determine with certainty; (iii) the liquidated damages amount set forth above constitutes a reasonable and good-faith estimate of Company's anticipated losses, including lost revenue, redeployment costs, and administrative expenses resulting from early termination; and (iv) such amount is not imposed as a penalty. Customer further acknowledges that it has had the opportunity to review and negotiate these terms and voluntarily agrees to this provision as a material inducement to Company to enter into this Agreement. (c) Company-Initiated Termination for Default. If Company terminates this Agreement due to Customer's default, including but not limited to nonpayment, repeated late payment, misrepresentation of waste stream composition, or violation of any applicable law or regulation in connection with the services, the same liquidated damages formula set forth in subsection (b) above shall apply, in addition to all past-due amounts, late fees, and interest accrued at the rate set forth in this Agreement. The exercise of this remedy shall not limit any other rights or remedies available to Company at law or in equity. (d) Equipment Retrieval. Upon termination or expiration of this Agreement for any reason, Customer shall not move, relocate, or allow any third party to move or relocate Company's equipment. Company shall have up to thirty (30) days following receipt of written notice of termination and full payment of all amounts due, including any applicable liquidated damages, to retrieve its equipment. Any holdover period during which Company's equipment remains at Customer's service location following termination shall not be construed as a renewal or extension of this Agreement. Company is hereby granted an irrevocable license to access Customer's service location during such period for the sole purpose of retrieving its equipment, and Customer shall not interfere with or obstruct such retrieval. If Customer fails to provide reasonable access, Company may pursue all available legal remedies, and Customer shall be liable for any additional costs incurred by Company as a result of such interference. (e) Waiver and Enforceability. Failure by Company to enforce liquidated damages in any particular instance shall not constitute a waiver of Company's right to enforce such damages in any subsequent instance. If any portion of this Article is found unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect, and the unenforceable provision shall be modified only to the minimum extent necessary to make it enforceable. (f) Survival. This Article shall survive the termination or expiration of this Agreement.
XIII. BREACH, SUSPENSION, AND TERMINATION FOR CAUSE
If either party materially breaches any provision of this Agreement, the non-breaching party may suspend its performance and/or terminate this Agreement, provided that no termination shall be effective unless the non-breaching party has first delivered written notice of the breach to the breaching party and the breaching party has failed to cure such breach within ten (10) days after receipt of such notice. Upon failure to cure within the notice period, the non-breaching party may terminate this Agreement by written notice, effective upon receipt.
XIV. CUSTOMER OBLIGATIONS
Customer shall at all times, in accordance with Article V, ensure that: (a) only permitted waste and recycling materials are deposited in Company's equipment in accordance with Company’s then current Schedule of Accepted Materials; (b) maintain the area around Company's equipment in a clean and accessible condition; (c) notify Company promptly of any damage to Company's equipment occurring at Customer's service location; (d) comply with all applicable federal, state, and local laws and regulations regarding waste disposal and recycling; (e) ensure that Company's equipment is accessible on every scheduled collection day; (f) and designate an authorized contact person for service and billing related communications.
XV. INDEMNIFICATION AND LIMITATION OF LIABILITY
(a) Company Indemnification. Company agrees to indemnify, defend, and hold harmless Customer from and against any liability, loss, damage, or expense arising from bodily injury, property damage, or violation of law to the extent caused by Company's negligent acts or omissions or willful misconduct occurring during the collection, transportation, or disposal of Customer's Waste Materials at a Company-owned or operated facility. (b) Customer Indemnification. Customer agrees to indemnify, defend, and hold harmless Company from and against any liability, loss, damage, or expense arising from bodily injury, property damage, or violation of law to the extent caused by Customer's breach of this Agreement, Customer's negligent acts or omissions or willful misconduct, Customer's deposit of Excluded Materials in Company's equipment, or Customer's use, operation, or possession of Company's equipment. (c) Limitation of Liability. Neither party shall be liable to the other for consequential, incidental, special, or punitive damages arising out of or related to this Agreement, whether in contract, tort, or otherwise, except in cases of willful misconduct or fraud.
XVI. FORCE MAJEURE
Except for the obligation to make payments due under this Agreement, neither party shall be in default for failure to perform or delay in performance caused by events beyond its reasonable control, including but not limited to acts of God, fire, flood, earthquake, severe weather, strikes, labor disputes, riots, war, terrorism, or compliance with governmental orders or regulations. The affected party shall provide prompt written notice to the other party of any such event and its anticipated duration. This provision shall not excuse Customer's obligation to pay for services already rendered.
XVII. INCORPORATION BY REFERENCE OF WEBSITE CONTENT
Customer acknowledges that the service descriptions, available service types, container specifications, holidays observed that may alter normal pickup schedules, and applicable rate schedules governing this Agreement are as published on Company's website (see mywesternwaste.com), as may be amended and updated by Company from time to time in the ordinary course of business. The term published terms means terms that are published and are incorporated into this Agreement by reference and shall constitute the operative description of available services, service types, and pricing for purposes of this Agreement. Company reserves the right to expand, modify, or supplement its service offerings and rate schedules through updates to the published terms without requiring amendment or restatement of this Agreement, provided that Company shall give Customer reasonable notice of any material changes to the published terms. Customer's continued use of services following notice of any such changes shall constitute acceptance of the updated published terms. Company may also amend these Standard Terms and Conditions by publishing a revised version on its website with a new "Last updated" date and giving Customer at least thirty (30) days' written notice of any material change, which may be given by email to Customer's email address on file. The revised version applies to Customer from the effective date stated in the notice. Each Service Order identifies the version of these Standard Terms and Conditions in effect when it was signed, and Company will provide a copy of any prior version on request.
XVIII. ASSIGNMENT
No right, obligation, interest, or liability of Customer arising under or in connection with this Agreement shall be assigned, transferred, delegated, or otherwise conveyed by Customer, whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of Company, which consent may be withheld in Company's sole and reasonable discretion. Any purported assignment, transfer, delegation, or conveyance by Customer in contravention of the foregoing shall be null and void ab initio and shall confer no rights upon any purported assignee or transferee. Company shall have the right, without the prior consent of Customer, to assign this Agreement, in whole or in part, including without limitation all rights, obligations, and interests arising hereunder, to any successor entity, affiliate, or purchaser of all or substantially all of Company's assets or business operations, upon written notice to Customer. Company shall further have the right, in its sole discretion and without prior notice to or consent of Customer, to subcontract the performance of any or all services to be rendered under this Agreement to such qualified third-party contractors as Company may select; provided, however, that no such subcontracting arrangement shall operate to release or diminish Company's primary liability for the full and timely performance of all obligations undertaken by Company hereunder, nor shall any such arrangement be construed to create any direct contractual relationship, right of action, or obligation between Customer and any subcontractor engaged by Company.
XIX. DISPUTE RESOLUTION; BINDING ARBITRATION AND CLASS ACTION WAIVER
(a) Binding Arbitration. Except for the Excluded Claims set forth below, any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be resolved by final and binding arbitration before a single neutral arbitrator. The arbitration shall be conducted in the State of Arizona in accordance with such procedures as the parties may agree upon or, in the absence of agreement, as determined by the arbitrator; provided, however, that the Company reserves the right, in its sole discretion, to designate a different venue for the arbitration. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. (b) Class Action Waiver. In any arbitration under this Article XIX, each party must bring its disputes in its individual capacity only, and neither party may bring or participate in any claim as a class representative, class member, or in any consolidated or representative proceeding. To the fullest extent permitted by applicable law, the foregoing waiver shall apply with equal force to any Excluded Claim or other dispute between the parties brought in a court of competent jurisdiction. If the application of this waiver to any claim brought in court is held unenforceable, such application shall be severed and shall not affect the enforceability of this waiver as to any claim subject to arbitration. (c) Excluded Claims. The following claims are not subject to mandatory arbitration and may be pursued in any court of competent jurisdiction: (i) either party's claims for bodily injury, real property damage, or environmental indemnification; (ii) Company's claims against Customer for collection of past-due Charges, liquidated damages, or any other amounts owed under this Agreement; and (iii) Company's claims for injunctive or other equitable relief relating to Customer's breach of Articles X or XII. (d) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of law provisions, except that the arbitration provisions set forth in Article XIX shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq.
XX. GENERAL PROVISIONS
(a) Entire Agreement. This Agreement, consisting of these Standard Terms and Conditions and the Service Order, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral, relating to the same subject matter. (b) Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable for any reason, such invalidity shall not affect any other provision, and the invalid provision shall be modified only to the minimum extent necessary to make it enforceable. (c) Waiver. No waiver by either party of any breach or default of any provision of this Agreement shall be deemed a waiver of any subsequent breach or default, and shall not affect the other terms of this Agreement. (d) Attorneys' Fees. In the event Company is required to refer any past-due amount or breach of this Agreement to an attorney for collection or enforcement, Customer shall pay Company's reasonable attorneys' fees and court costs to the extent permitted by applicable law. (e) Notices. All written notices required under this Agreement shall be delivered by certified mail, return receipt requested, overnight courier, or hand delivery to the addresses set forth on the Service Order, or to such other address as either party may designate in writing. Email notice shall be sufficient for routine service communications but shall not satisfy the written notice requirements for termination, default, or rate adjustments unless both parties have expressly agreed in writing to accept email notice for such purposes. (f) Survival. The provisions of Articles III, IV, V, VIII, X, XIII, XVII, and XVIII shall survive the termination or expiration of this Agreement. (g) Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors, and permitted assigns. (h) Amendment. Except as otherwise expressly provided herein, including in Articles VII, VIII and XVII, no amendment to this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties. (i) Counterparts. This Agreement may be executed in one or more counterparts, including by electronic or digital signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.