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DISPOSAL AGREEMENT
THIS DISPOSAL AGREEMENT (the “Agreement”) is made and entered into this 3rd day
of March, 2025, by and between the Town of Wickenburg, Arizona, a municipal corporation
(“Wickenburg”), and River Septic LLC, an Arizona corporation (aka River Septic) (aka Outlaw
Septic) (“Hauler”).
RECITALS
A.
Wickenburg owns and operates the Wickenburg Wastewater Treatment Plant, located
at 1006 S. Tegner St., Wickenburg, Arizona 85390, (the "Facility").
B.
Wickenburg and Hauler desire to enter into an arrangement whereby Wickenburg
will permit Hauler to deliver discharge hauled liquid waste to the Facility in accordance with the
terms, limitations, reporting requirements and other conditions set forth in this Agreement.
TERMS AND CONDITIONS
NOW, THEREFORE, in consideration of the parties' mutual promises, and for other good
and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties
agree as follows:
1.
Delivery of Liquid Waste. Hauler shall deliver acceptable liquid waste collected to
the Facility. As used in this Agreement, "Acceptable Waste" means all waste that is permitted
under the governing permits and which is in compliance with the terms set forth in Exhibit “A”
attached hereto and incorporated herein by this reference, to be delivered to the applicable
Facility.
2.
Disposal Fees. Hauler shall pay Wickenburg a disposal fee of $0.12 for each gallon
(the "Disposal Fee") of Acceptable Waste Hauler delivers to the Facility. Wickenburg shall
transmit an itemized invoice to Hauler of all Disposal Fees and other charges under this
Agreement on a monthly basis. Hauler shall pay all invoices within 30 days after the date of the
invoice. Any amount due under this Agreement not paid when due shall bear a late fee at the rate
of 5% per month. Additionally, there will be an administrative fee (set by Town Resolution) and
all applicable federal, state, local or other taxes, fees, surcharges or similar charges related to the
acceptance or disposal of Acceptable Waste at the Facility that are imposed by law, ordinance,
agreement with a governmental authority, regulation or otherwise.
3.
Term. Unless sooner terminated pursuant to Paragraph 4, this Agreement shall
commence as of the date of this Agreement and shall remain in full force and effect for a period of
three years thereafter. Thereafter, this Agreement may be renewed subject to any increase in the
Disposal Fee set forth by Wickenburg and upon the written mutual agreement of the parties.
4.
Termination. This Agreement may be terminated by either party for convenience
with thirty (30) days written notice to the other party. This Agreement may be terminated by
Wickenburg immediately for the following:
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Violation of any term or condition of this Agreement, or applicable State or Federal laws
or Regulations;
Entering into this Agreement by misrepresentation or failure to disclose fully all relevant facts
in any document submitted to or discussions with Wickenburg;
Promulgation of a more stringent Standard by State or Federal agencies having jurisdiction
over reuse or discharge to receiving water;
Changes in the processes used by Hauler or changes in the discharge volume or
character;
Changes in design or capability of the Facility or Wickenburg's Collection System;
Failure to pay charges or fines;
Failure of Hauler to report an accidental discharge;
Increasing the use of wash down water or otherwise diluting the permitted waste for the
purpose of meeting discharge limitations or requirements;
Falsification by Hauler of any permit, report, manifest information or records';
Failure of Hauler to report significant changes in operations or hauled waste
characteristics;
Tampering by Hauler with the Facility's monitoring or sampling equipment or
sampling methodology;
Refusing to allow Wickenburg timely access to the facility premises, vehicles or
records; or
Failure to complete an Authorization to Discharge Permit Application or manifest as
required.
5.
Delivery Procedures; Operation of the Facility.
(a)
Acceptance of Acceptable Waste. Wickenburg shall have the right in its sole
and absolute discretion to reject delivery of any waste offered for acceptance by Hauler that does
not constitute Acceptable Waste.
(b)
Conditions of Acceptance of Acceptable Waste. Hauler's delivery of
Acceptable Waste to the Facility shall be regulated by conditions, requirements and procedures set
forth in Exhibit A.
(c)
Operation of the Facility. Wickenburg agrees to operate the Facility in
compliance with all applicable federal, state and local laws, regulations, ordinances, rules, and
permits and licenses (collectively "Applicable Laws"). Notwithstanding anything in this
Agreement to the contrary, Wickenburg shall have the right, in its sole and absolute discretion, to
terminate this Agreement.
(d)
Authorization. Hauler shall obtain all permits, licenses, authorizations,
notifications, approvals, certificates or other similar documents or actions in connection with the
transportation, shipment and delivery of waste contemplated hereby.
6.
Force Majeure. Except for Hauler's obligation to make payments to Wickenburg
under this Agreement, either party's obligations under this Agreement may be suspended by a party
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in the event of: (a) an occurrence beyond the reasonable control of that party which materially
adversely affects the ability of the party to perform its obligations under this Agreement or to
comply with the requirements of any governmental order, permit or other approval; (b) acts of God,
landslides, lightning, earthquakes, hurricanes, tornadoes, severe weather, fires, explosions, floods,
acts of a public enemy, war, terrorist acts, blockades, insurrections, riots or civil disturbances; (c)
labor disputes, strikes, work slowdowns or work stoppages; or (d) order and/or judgments of any
federal, state or local court, administrative agency or governmental body, or other entity, if not the
result of (i) willful or negligent action of the party relying thereon or (ii) failure to act in
accordance with this Agreement (provided, however, that the contesting in good faith by such party
of any such order and/or judgment shall not constitute or be construed to constitute a willful or
negligent action or inaction of such party).
7.
Insurance Representations and Requirements
(a)
General. Hauler agrees to comply with all Wickenburg ordinances and state
and federal laws and regulations. Without limiting any obligations or liabilities of Hauler, Hauler
shall purchase and maintain, at its own expense, hereinafter stipulated minimum insurance with
insurance companies duly licensed by the State of Arizona (admitted insurer) with an AM Best, Inc.
rating of A-7 or above or an equivalent qualified unlicensed insurer by the State of Arizona (non-
admitted insurer) with policies and forms satisfactory to Wickenburg. Failure to maintain insurance
as specified may result in termination of this Agreement at Wickenburg's option.
(b)
No Representation of Coverage Adequacy. By requiring insurance herein,
Wickenburg does not represent that coverage and limits will be adequate to protect Hauler.
Wickenburg reserves the right to review any and all of the insurance policies and/or endorsements
cited in this Agreement but have no obligation to do so. Failure to demand such evidence of full
compliance with the insurance requirements set forth in this Agreement or failure to identify any
insurance deficiency shall not relieve Hauler from nor be construed or deemed a waiver of its
obligation to maintain the required insurance at all times during the performance of this
Agreement.
(c)
Additional Insured. All insurance coverage and self-insured retention or
deductible portions, except Workers Compensation insurance and Professional Liability insurance if
applicable, shall name, to the fullest extent permitted by law for claims arising out of the
performance of this Agreement, Wickenburg, its agents, representative, officers, directors, officials
and employees as Additional Insured as specified under the respective coverage sections of this
Agreement.
(d)
Coverage Term. All insurance required herein shall be maintained in full force
and effect until all Services required to be performed under the terms of this Agreement is
satisfactorily performed, completed and formally accepted by Wickenburg, unless specified
otherwise in this Agreement.
(e)
Primary Insurance. Hauler's insurance shall be primary insurance as
respects performance of subject contract and in the protection of Wickenburg as an Additional
Insured.
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(f)
Claims Made. In the event any insurance policies required by this
Agreement are written on a "claims made" basis, coverage shall extend, either by keeping coverage
in force or purchasing an extended reporting option, for three (3) years past completion and
acceptance of the Services evidenced by submission of annual Certificates of Insurance citing
applicable coverage is in force and contains the provisions as required herein for the three year
period.
(g)
Waiver. All policies, including Workers' Compensation Insurance, shall
contain a waiver of rights of recovery (subrogation) against Wickenburg, its agents, representative,
officials, directors, officers, and employees for any claims arising out of the Services of Hauler.
Hauler shall arrange to have such subrogation waivers incorporated into each policy via formal
written endorsement thereto.
(h)
Policy Deductibles and/or Self Insured Retentions. The policies set forth in
these requirements may provide coverage, which contain deductibles or self-insured retention
amounts. Such deductibles or self- insured retention shall not be applicable with respect to the
policy limits provided to Wickenburg. Hauler shall be solely responsible for any such deductible or
self- insured retention amount. Wickenburg, at its option, may require Hauler to secure payment of
such deductible or self- insured retention by a surety bond or irrevocable and unconditional Letter
of Credit.
(i)
Use of Sub-Haulers. If any Services under this Agreement are subcontracted
in any way, Hauler shall execute written agreement with Sub-Hauler containing the same
Indemnification Clause and Insurance Requirements set forth herein protecting Wickenburg and
Hauler. Hauler shall be responsible for executing the agreement with Sub-Hauler and obtaining
Certificates of Insurance verifying the insurance requirements.
(j)
Evidence of Insurance. Prior to commencing any Services under this
Agreement, Hauler shall furnish Wickenburg with Certificate(s) of Insurance, or formal
endorsements as required by this Agreement, issued by Hauler's Insurer(s) as evidence that policies
are placed with acceptable insurers as specified herein and provide the required coverages,
conditions, and limits of coverage specified in this Agreement and that such coverage and provisions
are in full force and effect. Acceptance and reliance by Wickenburg on a Certificate of Insurance
shall not waive or alter in any way the insurance requirements or obligations of this Agreement.
Such Certificate(s) shall identify the Agreement and be sent to the Wickenburg Risk Manager. If
any of the above cited policies expire during the life of this Agreement, it shall be Hauler's
responsibility to forward renewal Certificates within ten (10) days after the renewal date
containing all the aforementioned insurance provisions. Certificates shall specifically
Cite the following provisions:
(1)
Wickenburg, its agents, representatives, officers, directors, officials and
employees is an Additional Insured as follows:
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a.
Commercial General Liability-Under ISO Form CG 20 10 11 8:5 or
equivalent
b.
Auto Liability-Under ISO Form CA 20 48 or equivalent.
c.
Excess Liability-Follow Form to underlying insurance.
(2)
Hauler's insurance shall be primary insurance as respects performance of this
Agreement.
(3)
All policies, including Workers' Compensation, waive rights of recovery
(subrogation) against Wickenburg, its agents, representatives, officers,
directors, officials and employees for any claims arising out of Services
performed by Hauler under this Agreement.
(4)
Certificate shall cite a thirty (30) day advance notice cancellation
provision. If ACORD Certificate of Insurance form is used, the phrases in
the cancellation provision "endeavor to" and "but failure to mail such notice
shall impose no obligation or liability of any kind upon the company, its
agents or representatives" shall be deleted. Certificate forms other than
ACORD form shall have similar restrictive language deleted.
(k)
Required Coverage:
(1)
Commercial General Liability: Hauler shall maintain "occurrence" from
Commercial Liability Insurance with an unimpaired limit of not less than
$1,000,000 for each occurrence, $2,000,000 Products and Completed
Operations Annual Aggregate, and a $2,000,000 General Aggregate Limit.
The policy shall cover liability arising from premises, operations, independent
Haulers, products-completed operations, personal injury and advertising injury.
Coverage under the policy will be at least as broad as Insurance Services
Office, Inc. policy form CG 00 010 93 or equivalent thereof, including but
not limited to, separation of insured clause. To the fullest extent allowed by
law, for claims arising out of the performance of this Agreement,
Wickenburg, its agents, representatives, officers, directors, officials and
employees shall be cited as an Additional Insured Endorsement form CG 20
10 11 85 or equivalent, which shall read "Who is an Insured" (Section II) is
amended to include as an insured the person or organization shown in the
Schedule, but only with respect to liability arising out of "'your work' for
that insured by or for you". If any Excess insurance is utilized to fulfill the
requirements of this paragraph, such Excess insurance shall be "follow
form" equal or broader in coverage scope than underlying insurance.
(2)
Vehicle Liability: Hauler shall maintain Business Automobile Liability
Insurance with a limit of $1,000,000 each occurrence on Hauler's owned,
hired, and non-owned vehicles assigned to or used in the performance of the
Hauler's Services under this Agreement. Coverage will be at least as broad
as Insurance Services Office, Inc., coverage code "1" any auto policy form
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CA 00 01 12 93 or equivalent thereof. To the fullest extent allowed by law,
for claims arising out of performance of this Agreement, Wickenburg, its
agents, representatives, officers, directors, officials and employees shall be
cited as an Additional Insured under the Insurance Service Offices, Inc.
Business Auto Policy Designated Insured Endorsement form CA 20 48 or
equivalent. If any Excess insurance is utilized to fulfill the requirements of
this paragraph, such Excess insurance shall be "follow form" equal or
broader in coverage scope than underlying insurance.
(3)
Workers' Compensation Insurance: Hauler shall maintain Workers'
Compensation insurance to cover obligations imposed by federal and state
statutes having jurisdiction of Hauler's employees engaged in the
performance Services under this Agreement and shall also maintain
Employer Liability Insurance of not less than $500,000 for each accident,
$500,000 disease for each employee and $1,000,000 disease policy limit.
8.
Indemnification
(a)
To the fullest extent permitted by law, Hauler, its successors, assigns and
guarantors, shall pay, defend, indemnify and hold harmless Wickenburg, its agents, officers, officials
and employees from and against all demands, claims, proceedings, suits, damages, losses and
expenses (including but not limited to attorney fees, court costs, and the cost of appellate
proceedings), and all claim adjustment and handling expenses, relating to arising out of or alleged
to have resulted from acts, errors, mistakes, omissions, Services caused in whole or in part by the
Hauler, its agents, employees or any tier of Hauler's subcontractors related to the Services in the
performance of this Agreement. Hauler's duty to defend, hold harmless and indemnify Wickenburg,
its agents, officers, officials and employees shall arise in connection with any claim, damage, loss
or expense that is attributable to bodily injury, sickness, disease, death, or injury to, impairment, or
destruction of property including loss of use of resulting therefrom, caused in whole or in part by
Hauler's acts, errors, mistakes, omissions, Services in the performance of this Agreement including
any employee of the Hauler, any tier of Hauler's Sub-Hauler or any other person for whose acts,
errors, mistakes, omissions, Services the Hauler may be legally liable including Wickenburg. Such
indemnity does not extend to Wickenburg's negligence.
(b)
Insurance provisions set forth in this Agreement are separate and independent
from the indemnity provisions of this paragraph and shall not be construed in any way to limit the
scope and magnitude of the indemnity provisions. The indemnity provisions of this paragraph shall
not be construed in any way to limit the scope and magnitude and applicability of the insurance
provisions.
9.
General
(a)
Independent Contractor. This Agreement does not create an
employee/employer relationship between the parties. It is the parties' intention that Hauler will be
an independent contractor and not Wickenburg's employee for all purposes, including, but not
limited to, the application of the Fair Labor Standards Act, Federal Insurance Contribution Act, the
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Social Security Act, the Federal Unemployment Tax Act, the Internal Revenue Code, the
Immigration and Naturalization Act, Arizona revenue and taxation laws, Arizona Workers'
Compensation Law, and Arizona Unemployment Insurance Law. This Agreement shall not be
construed as creating any joint employment relationship between Hauler and Wickenburg, and
Wickenburg will not be liable for any obligation incurred by Hauler, including but not limited to
unpaid minimum wages and/or overtime premiums
(b)
Non-Assignment. This Agreement is non-transferable and authorizes only
Hauler and the vehicles specified herein to discharge hauled waste to the Facility.
(c)
Entire Agreement. This Agreement supersedes all prior agreements, written
or oral, with respect to the subject matter of this Agreement. Only a written instrument signed by
both parties hereto may modify this Agreement.
(d)
Severability. In the event that any one or more of the provisions contained in
this Agreement is, for any reason, held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and
all other provisions shall remain in full force and effect.
(e)
Waiver. No delay or omission by a party in exercising any right under this
Agreement will operate as a waiver of that or any other right. A waiver or consent given by a party
on any occasion is effective only in that instance and will not be construed as a bar to or waiver of
any right on any other occasion.
(f)
Notice. Any notice, request, information or other document to be given
under this Agreement shall be in writing and shall be given by hand delivery, certified or registered
U.S. mail or a private courier service that provides evidence of receipt as part of the service, to the
addresses set forth at the end of this Agreement.
(g)
Choice of Law; Venue. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of Arizona, without giving effect to any choice or
conflict of law provision or rule (whether of the State of Arizona or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than the State of Arizona. The
parties agree to the exclusive jurisdiction of the courts in the State of Arizona and agree that the
State of Arizona shall be a proper place for venue in connection with any litigation initiated under
this Agreement.
(h)
Immigration Law Compliance Warranty. As required by A.R.S. § 41-4401,
Hauler hereby warrants its compliance with all federal immigration laws and regulations that
relate to its employees and A.R.S. § 23-214(A). Hauler further warrants that after hiring an
employee, Hauler verifies the employment eligibility of the employee through the E-Verify
program. if Hauler uses any subcontractors in performance of the Work, subcontractors shall
warrant their compliance with all federal immigration laws and regulations that relate to its
employees and A.R. S. § 23-214(A), and subcontractors shall further warrant that after hiring an
employee, such subcontractor verifies the employment eligibility of the employee through the E-
Verify program. A breach of this warranty shall be deemed a material breach of the Agreement
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that is subject to penalties up to and including termination of the Agreement. Contractor is subject
to a penalty of $100 per day for the first violation, $500 per day for the second violation, and
$1,000 per day for the third violation. Town at its option may terminate the Contract after the third
violation. Contractor shall not be deemed in material breach of this Contract if the Contractor and/or
subcontractors establish compliance with the employment verification provisions of Sections 274A
and 274B of the federal Immigration and Nationality Act and the E-Verify requirements contained
in A.R.S. § 23-214(A). Town retains the legal right to inspect the papers of any Contractor or
subcontractor employee who works on the Contract to ensure that the Contractor or subcontractor
is complying with the warranty. Any inspection will be conducted after reasonable notice and at
reasonable times. If state law is amended, the parties may modify this paragraph consistent with
state law.
(i)
Construction. The headings in this Agreement are inserted for convenience
only, and shall not constitute a part of this Agreement or be used to construe or interpret any of its
provisions. The parties have participated jointly in the negotiation and drafting of this Agreement.
If a question of interpretation arises, this Agreement shall be construed as if drafted jointly by the
parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any provision of this Agreement.
(j)
Counterparts. This Agreement may be executed in two or more original or
facsimile counterparts each of which shall be deemed an original and all of which together shall
constitute one and the same instrument.
(k)
Attorneys' Fees. If any legal action or any other proceeding is brought for the
enforcement of this Agreement, or because of an alleged dispute, breach, default, or
misrepresentation in connection with any of the provisions of this Agreement, the prevailing party
or parties shall be entitled to recover reasonable attorneys' fees and other costs incurred in that
action or proceeding, in addition to any other relief to which it or they may be entitled.
(l)
Time of the Essence. Time is of the essence of this Agreement.
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IN WITNESS WHEREOF, the undersigned have entered this Agreement as of the day
and year first above written.
TOWN OF WICKENBURG, ARIZONA
RIVER SEPTIC LLC
By_________________________________
By___________________________
BG Bratcher, Mayor
Its: __________________________
Date signed: ___________________
Date signed: __________________
Address:
Address:
Town of Wickenburg, Arizona
RIVER SEPTIC AND OUTLAW PORTABLES
155 North Tegner Street, Suite A
Post Office Box 641
Wickenburg, Arizona 85390
Parker, Arizona 85334
ATTEST:
____________________________________
Amy Brown, Town Clerk
APPROVED AS TO FORM:
____________________________________
Trish Stuhan, Town Attorney
Pierce Coleman PLLC