Document EqRQ8rMqGMzyL9gM48ze0YxNR

4 ^i!VE ff26t384; CONVERSION SYSTEMS, INC WILLIAM L. McCLAiN LEGAL DEPARTMENT ARNON E, GARONZIK Vice President and General Counsel CHARLES A. BOWES, |R. Assistant General Counsel JEANNE E. COOK Associate Counsel September 25, 1984 William L. McClaine, Esquire Vista Chemical Company Legal Department 15990 North Barkers Landing Road Houston, Texas 77224 Re: Proposed ESPI/Vista Chemical Company Waste Disposal Agreement Dear Mr. McClaine: Pursuant to our teleconference today with C. Feiser, enclosed is an original and original duplicate of the above contract, incorporating the revisions discussed. In an earlier conversation with Mr. Dave Mahler, he requested that Section 8(a) of the contract be modified as it presently reads. Also, the exhibit covering compensation has been revised to correctly read Exhibit "B", not "B-l". Since it is not necessary for the parties to sign the Exhibit"B" separately, I have removed the lines requiring signatures at the bottom of the Exhibit "B". If the contract is acceptable, please have Vista Chemical's authorized representative sign where indicated, and return to me for execution. Thank you for your cooperation in this matter. Vqty truly yours. i CONVERSION SYS' me E. Cook ssociate Counsel UEfc/bev enclosures 6ci Mr. C. Feiser Mr. D. Mahler w/enc. VIA FEDERAL EXPRESS I 15 Gibraltar Road. Horsham. Pennsylvania 10044 (215) 441-5900 TWX: 510-665-6746 i SERVICE AGREEMENT FOR THE TRANSPORT AND DISPOSAL OF INDUSTRIAL WASTE MATERIAL A THIS AGREEMENT, made and entered into as of the day of , 19____________________ , by and between Envirosafe Services of Pennsylvania, Inc., a Delaware corporation (hereinafter referred to as "ESPI") and Vista Chemical Company, a Delaware corporation (hereinafter referred to as "CUSTOMER"). WITNESSETH THAT WHEREAS, CUSTOMER desires to contract with ESPI for the transport and disposal of certain industrial waste material generated at CUSTOMER'S industrial facility located at 3441 Fairfield Drive, Baltimore, Maryland 21224 (hereinafter referred to as "the Plant"); and WHEREAS, the parties hereto desire to set forth the terms and conditions under which the aforesaid services shall be performed. NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows; 1. DEFINITIONS. a. "Industrial Waste Material" shall mean the raw industrial waste material specified in Exhibit A, attached hereto and incorporated by reference herein, which CUSTOMER intends to deliver to ESPI for transport and disposal. Form No. ESI 3053A (Last revised 09/24/84) VEV 000081050 b. "Facility" shall mean the treatment, storage and disposal facility located at Oregon, Ohio, owned and operated by Fondessy Enterprises, Inc., an Ohio corporation and a corporate affiliate of ESPI. 2. SCOPE OF ESPI's SERVICES. ESPI shall receive Industrial Waste Material at such specific locations at the Plant as shall be designated by CUSTOMER, transport the Industrial Waste Material to the Facility, and dispose of the Industrial Waste Material, which conforms to the description thereof contained in Exhibit A, at the Facility utilizing the disposal method of perpetual interment. 3. SHIPMENT OF INDUSTRIAL WASTE MATERIAL. a. The Industrial Waste Material may be transported by CUSTOMER or by ESPI, as needed by CUSTOMER and at CUSTOMER'S sole discretion. If ESPI is transporting the Industrial Waste Material, ESPI shall provide all trailers, motor vehicles and other equipment required for the transportation of th Industrial Waste Material from the Plant to the Facility. CUSTOMER shall, at its expense, load the Industrial Waste Material onto the transportation equipment provided by ESPI. b. If ESPI is transporting the Industrial Waste Material, the shipping terms for each delivery of Industrial Waste Material shall be FOB, ESPI's vehicle (loaded at shipping point). The party who is transporting the Industrial Waste Material, at its option, may engage a common or contract 000081 A -3- carrier to transport the Industrial Waste Material to the Facility. In the event of such engagement, such party shall notify the other party in writing of the name of such carrier. c. If ESPI is transporting the Industrial Waste Material, CUSTOMER shall permit ESPI's motor vehicles access to the receiving point at the Plant during the Plant's regular hours of operation; i.e., 9:00 a.m. to 4:00 p.m. each working day. If CUSTOMER is transporting the Industrial Waste Material, ESPI shall permit CUSTOMER'S motor vehicles access to the receiving point at the facility. Upon arrival at the Facility, ESPI shall supervise and direct the unloading of the Industrial Waste Material. d. If ESII is transporting the Industrial Waste Material, title to each shipment of Industrial Waste Material, together with all responsibility and liability in connection therewith, shall pass to ESPI upon ESPI's removal of the Industrial Waste Material from the Plant. If CUSTOMER is transporting the Industrial Waste Material, title to each shipment, together with all responsibility and liability in connection therewith, shall pass to ESPI upon ESPI's unloading of the Industrial Waste Material at the Facility. e. CUSTOMER agrees that the Industrial Waste Material shall be prepared for shipment and packaged in containers specified by the then current and applicable regulations of the U.S. Department of Transportation, the U.S. Environmental Protection Agency or any successors thereto and/or Federal, State and/or Municipal agency having jurisdiction, as the case may be. 000081052 A -4- 4. INSPECTION AND ACCEPTANCE. a. Upon or prior to arrival at the Facility and prior to acceptance of the Industrial Waste Material by ESPI and/or the Facility, ESPI and/or the Facility (i) reserve the right to sample and analyze each shipment, including each container, of the Industrial Waste Material in order to establish its conformity with Exhibit A, and (ii) shall measure the quantity of Industrial Waste Material contained in each shipment for pur poses of calculating compensation all in accordance with generally accepted practices and procedures. Nothing herein shall require ESPI and/or the Facility to perform an exhaustive analysis of the Industrial Waste Material in order to identify each and every constituent or contaminant contained in the Industrial Waste Material, nor shall any such sampling, analysis or measurement relieve CUSTOMER of its responsibility for the conformance of the industrial Waste Material with the specifications set forth in Exhibit A. b. If the analytical results obtained by ESPI and/or the Facility conform to the specifications set forth in Exhibit A, ESPI shall accept the Industrial Waste Material for disposal at the Facility. 000005'3 A 4 -5- c. If the analytical results obtained by ESPI and/or the Facility indicate that the Industrial Haste Material is non-conforming, ESPI shall promptly notify CUSTOMER by telephone of the following: (i) the existence of the non-conformity, and (ii) if the non-conforming Industrial Haste Material can be handled by ESPI at the Facility, the additional cost of disposal resulting from such non-conformity, or (iii) whether such non-conformity is of such magnitude as to make ESPI's disposal of the non-conforming Industrial Haste Material at the Facility inadvisable. ESPI shall promptly confirm such notification in writing. d. For purposes of this Agreement, the Industrial Haste Material shall be deemed to be non-conforming (i) if the analytical results obtained by ESPI and/or the Facility indicate the existence of (A) deviations from the specifications and limitations set forth in Exhibit A, or (B) constituents or contaminants not permitted by the terms of Exhibit A; and (ii) if such deviations, constituents or contaminants either (A) increase the hazard, risk or disposal costs assumed by ESPI in agreeing to dispose of the Industrial Waste Material, or VEU 000081054 A -6- (B) are inconsistent with the design or permits of the Facility. e. Prior to any commingling by ESPI of the Industrial Waste Material with waste material from other generators, ESPI shall have the right to reject non-conforming Industrial Waste Material which, in ESPI's sole opinion and judgment, cannot be disposed of by ESPI at the Facility. f. Rejected Industrial Waste Material shall be promptly returned to the CUSTOMER, in which event all re-loading costs, all transportation costs, to and from the Facility, and any demurrage charges shall be for CUSTOMER'S account. g. If non-conforming Industrial Waste Material can be handled by ESPI at the Facility, but at additional cost to CUSTOMER, ESPI shall not proceed to dispose such non-conforming Industrial Waste Material until CUSTOMER has v rbally authorized ESPI to proceed with disposal at the cost quoted in the aforementioned notice provided, however, that if such authorization is not v rbally received within three (3) hours after the aforementioned notice has been communicated by telephone, ESPI reserves the right to immediately reject such non-conforming Industrial Waste Material and such non-conforming Indus trial Waste Material shall be promptly returned to CUSTOMER. In the event of such rejection, all re-loading costs, all transportation costs, to and from the Facility, and any demurrage charges incurred, while awaiting such authori zation shall be for CUSTOMER'S account. CUSTOMER'S verbal authority to UEV 000081055 A -7- proceed with disposal shall be immediately confirmed in writing by CUSTOMER, but the failure to do so shall not impair the effectiveness of the verbal authority. h. Upon ESPI's rejection of non-conforming Industrial Waste Material, title to the rejected Industrial Waste Material, together with all responsi bility and liability in connection therewith, shall be deemed to revest in CUSTOMER. 5. COMPENSATION. For the services performed hereunder, CUSTOMER shall compensate ESPI at the rates and in accordance with the payment terms set forth in Exhibit B, attached hereto and incorporated by reference herein. ESPI shall invoice CUSTOMER for all charges which accrue pursuant to this Agreement within twenty (20) days from the end of the calendar month during which the Industrial Waste Material was removed from the Plant. CUSTOMER shall pay ESPI's invoice within thirty (30) days from the date of the invoice. CUSTOMER shall pay ESPI interest on overdue balances at the rate of 1.5% per month. 6* ADJUSTMENTS TO COMPENSATION. The parties hereto agree that, if at any time after the date of execution of this Agreement, any governmental entity or court shall adopt, issue or promulgate any law, order, rule, regulation, guidelin , notice, tax, charge, fee, assessment, and/or directive of any nature which requires ESPI and/or the Facility to make additional expenditures in VEV 000081056 A ,8- plant or equipment and/or incur additional costs in connection with its performance of services hereunder, the compensation rates set forth in Exhibit B, including escalation, if any, shall be subject to increase at the sole discretion of ESPI. ESPI shall deliver written notice of such rate increase to CUSTOMER at least thirty (30) days prior to the effective date of such increase and such notice shall include: a) a detailed statement indicating the amount of the increase and how the increase was calculated, b) an explanation for the increase, and c) the date of the ESPI billing to CUSTOMER for services performed hereunder which shall reflect such increase (the effective date of the increase). At any time during the pendency of the thirty (30) day notice period regarding a rate increase and provided CUSTOMER has first notified ESPI in writing of the unacceptability of such rate increase, either party hereto shall have the right to terminate this Agreement without penalty or further liability to the other party upon giving fifteen (15) days advance written notice to the other party of the intent to terminate because of the unacceptability of such rate increase. Such rate increase shall be ineffective during the pendency of either or both of such notice periods. MEM 000081057 A -97. WARRANTIES OF ESPI. ESPI expressly warrants: a. that it possesses the business, professional and technical exper tise to handle, process and dispose of the Industrial Waste Material, and b. that the Facility possesses the equipment, plant and employee resources required to perform this Agreement, and c. that the Facility is now duly permitted, licensed and authorized to handle and dispose of industrial wastes, including the Industrial Waste Material and that the Facility shall, at all times while services hereunder are being performed, use its best efforts to remain so licensed, permitted and authorized, and d. that it will notify Customer immediately whenever it becomes aware that such licenses, permits, and authorizations will be revoked or terminated for any reason. THE EXPRESS WARRANTIES OF ESPI SET FORTH IN THIS SECTION ARE EXCLUSIVE AND ALL OTHER WARRANTIES OF ANY KIND, WHETHER WRITTEN, ORAL, EXPRESS, STATUTORY OR IMPLIED (WHETHER ARISING UNDER LAW OR EQUITY OR CUSTOM OF USAGE), INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED FROM THIS AGREEMENT. l^EU 000081058 -10- 8. WARRANTIES OF CUSTOMER. CUSTOMER expressly warrants: a. that it owns the Industrial Waste Material and that it will main tain such ownership until the Industrial Waste Material is removed from the Plant by ESPI, or in the event CUSTOMER is transporting the Industrial Waste Material, until delivery at the Facility. b. that, notwithstanding the sampling and analysis performed by ESPI, the Industrial Waste Material delivered to and accepted by ESPI shall conform to the description thereof contained in Exhibit A. THE EXPRESS WARRANTIES OF CUSTOMER SET FORTH IN THIS SECTION ARE EXCLUSIVE AND ALL OTHER WARRANTIES OF ANT KIND, WHETHER WRITTEN, ORAL, EXPRESS, STATUTORY OR IMPLIED (WHETHER ARISING UNDER LAW OR EQUITY OR CUSTOM OF USAGE), INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED FROM THIS AGREEMENT. 9. COMPLIANCE WITH LAWS. a* ESPI shall comply with all applicable laws, ordinances, decisions, orders, rules and regulations of the United States and of any state, county, township or municipal subdivision thereof, or other governmental agency, including without limitation, any laws pertaining to the transportation, handling and disposal of the Industrial Waste Material. A similar requirement has been imposed on the Facility by ESPI. CUSTOMER shall use its best efforts to provide all necessary information to assist the Facility to obtain and VEV 00008105? A -11- maintain all permits and consents required by any governmental agency having or asserting jurisdiction over the Facility or the services to be performed hereunder. b. CUSTOMER shall comply with all applicable laws/ ordinances, deci sions, orders, rules and regulations of the United States and of any state, county, township, or municipal subdivision thereof, or other governmental agency, including without limitation, any laws pertaining to the generation and disposal of the Industrial Waste Material. 10. FORCE MAJEURE. Any delays in or failure of performance of either party hereto shall not constitute a default under this Agreement or give rise to any claim for damages to the extent such delays or failure of performance are caused by circumstances beyond the reasonable control of the party thereby affected, including but not limited to, acts of God, fire, flood, windstorm, explosion, accidents, riot, sabotage, strikes or other concerted work stoppages of labor, lockouts, inability to obtain raw material, equipment or transporta tion, or the compliance with any generic order or request of any governmental authority, loss of any necessary utility (water, electricity, gas, etc.) or the revocation without the fault of the party of any permit issued by any governmental agency which is required for the party's performance hereunder. In the event a force majeure condition arises which wholly or in part prevents either party hereto from performing hereunder, the affected party shall inform the other in writing within fifteen (15) working days from the commencement of -12- the force majeure condition. Provided such notice is given, the obligation affected by a force majeure condition shall be automatically extended for a time equal to the delay caused by the intervention of such force majeure con dition. Notwithstanding anything herein contained to the contrary, in no event shall the term of this Agreement as set forth in Section 15 hereof be extended by reason of the operation of this Section. 11. INSURANCE. a. ESPI shall not begin any operations under this Agreement until it has obtained all the insurance required herein and has furnished certificates of insurance evidencing such insurance coverage to the CUSTOMER. Every certificate of insurance required herein shall be endorsed to provide CUSTOMER with thirty (30) days written notice of cancellation. b. ESPI shall maintain or cause to be maintained (at its own expense unless otherwise specifically set forth) the following insurance! Coverage Worker's Compensation Employer's Liability Limits of Liability Statutory $100,000 each occurrence Comprehensive General Liability (Bodily Injury & Property Damage) $5,000,000 combined single limit Comprehensive Automobile Liability (Bodily Injury & Property Damage $5,000,000 combined single limit and shall include coverage for UEU 000081061 A -13- Sudden and Accidental Pollution Liability) Environmental Impairment Liability $3,000,000 each occurrence/ at the Facility (Non-sudden $10,000,000 annual aggregate occurrences) The Comprehensive General Liability Insurance shall include an endorsement covering ESPi's contractual liability with limits not less than those set forth above. c. Both ESPI and CUSTOMER hereby agree to waive as against the other the insurer's subrogation rights of recovery of their respective property damage insurances against a loss occurring to the property of either during and after the completion of the performance of the services hereunder. 12. THIRD PARTY LIABILITY INDEMNIFICATION BY ESPI. a. ESPI shall indemnify, defend and hold harmless CUSTOMER and its employees, officers and agents from and against all liability, claims, suits, losses, damages, costs and demands, including legal expenses and attorney's fees connected therewith, on account of personal injury, including death, or property damage, sustained by any person or entity not a party to this Agree ment, arising out of or connected with the performance of this Agreement where such injury, death, or damage is caused by the sole or contributory negligence of ESPI or its subcontractors or their respective employees, officers and agents; provided that such injury, death or damage is not occasioned by the uev oooobio62 * -14- sole negligence of CUSTOMER or its subcontractors or their respective employees, officers and agents; and provided further, that ESPI's liability under this indemnity provision shall be limited to and not exceed the insurance coverage and limits of liability which ESPI secured pursuant to Section 11 hereof; and provided further, that ESPI's obligation hereunder shall not extend to indemnification or holding harmless of a party indemnified hereunder for claims of loss of profits, or any other indirect, special, incidental or consequential damages of any nature whatsoever. b. In the event that any such legal proceeding initiated by a third party resylts from the joint negligence of ESPI, its employees, officers, agents and subcontractors and any other party or parties (including but not limited to CUSTOMER and/or its subcontractors), then ESPI shall indemnify and save harmless CUSTOMER and its employees, officers and agents for, but only for, that percentage of any resulting judgement directly attributable to the negligence of both ESPI and the Facility and their respective employees, officers, agents and subcontractors. ESPI shall be reimbursed by CUSTOMER for the percentage of reasonable legal fees and legal expenses (including court costs) in direct proportion to the percentage of the judgement directly attributable to the contributory negligence of CUSTOMER, its employees, officers, agents and subcontractors. c. The foregoing indemnification obligation of ESPI is conditioned upon ESPI's prompt receipt of notice of any claims brought by third parties against CUSTOMER or its employees, officers and agents and CUSTOMER'S good faith cooperation with ESPI in the defense of such claims. UEV 000081043 A -15- 13. INDEMNIFICATION BY CUSTOMER. CUSTOMER shall indemnify and hold harmless ESPI and the Facility and their respective employees, officers and agents from and against all liability, claims, suits, loss, damages or costs, including legal expenses and attorney's fees connected therewith, on account of personal injury, including death, or property damage, including but not limited to damage to the Facility, caused by or resulting from the negligence or wilful misconduct of CUSTOMER or its subcontractors or their respective employees, officers and agents in the performance of any of CUSTOMER'S obligations hereunder or the breach of any warranty of CUSTOMER set forth in this Agreement, 14. LIMITATION OF LIABILITY. a. In no event shall ESPI be liable to CUSTOMER or CUSTOMER'S insurers for any damage resulting from lost, diminished or delayed use or utility of the Plant for which the services hereunder are being rendered; lost, delayed or diminished profits or opportunities; or incidental, special, indirect or consequential damage of any kind resulting from ESPI's performance or failure to perform services hereunder. b. In no event shall CUSTOMER be liable to ESPI or the Facility or ESPI's or the Facility's insurers for any damage resulting from lost, diminished or delayed use or utility of the Facility; lost, delayed or diminished profits or opportunities, or incidental,special, indirect or consequential damage of any kind resulting from CUSTOMER'S performance or failure to perform hereunder. yEV 0000810 64 h -16- c. As used in this Section, the term "liable" and "liability* means liability of any kind whether in contract (including breach of warranty), tort (including negligence, whether of ESPI or others), strict liability or other wise. The provisions of this Section providing for limitations of or protec tions against ESPI's liability or CUSTOMER'S liability, shall survive comple tion of the services hereunder or termination or expiration of this Agreement, and such provisions shall apply to the full extent permitted by law. 15. TERM OF AGREEMENT. Unless sooner terminated, this Agreement shall be effective for a period of one (1) year from the date of execution hereof or until December 31, 1984, whichever comes first, and thereafter shall be automatically renewed for consecutive one (1) year terms, unless written notice of intention not to renew this Agreement is received by one party from th other party not later than sixty (60) days prior to expiration of the then current term of this Agreement. Expiration or termination of this Agreement, for any cause, shall not relieve CUSTOMER of liability for payment of sums due or to become due ESPI for services performed hereunder prior to the effective date of expiration or termination. 16. TERMINATION FOR CONVENIENCE. Either party hereto shall have the right to terminate this Agreement for convenience without penalty at any time, upon giving sixty (60) days prior written notice of such termination to the other party. A -17- 17. CUSTOMER'S RIGHT TO TERMINATE FOR DEFAULT. a. In the event that ESPI shall file a petition in bankruptcy, or shall make a general assignment for the benefit of its creditors, or if a petition in bankruptcy shall be filed against ESPI or a receiver appointed on account of its insolvency, or if it shall default in the performance of any express obligation to be performed by it under this Agreement and shall fail to correct such default (or if immediate correction is not possible, shall fail to commence and diligently continue effective action to correct the default), within ten (10) days following receipt of written notice thereof from CUSTOMER, CUSTOMER may, without prejudice to any other rights or remedies CUSTOMER may have, cause further payments to ESPI to be held in abeyance and terminate this Agreement by written notice to ESPI specifying the date of termination. b. A waiver by CUSTOMER of one default of ESPI shall not be considered to be a waiver of any subsequent default of ESPI, nor be deemed to amend or modify the terms of this Agreement. 18. ESPI1s RIGHT TO TERMINATE FOR DEFAULT. a. In the event that CUSTOMER shall default in the performance of any express obligation to be performed by it under this Agreement and shall fail to correct such default (or if immediate correction is not possible with res pect to any default other than a monetary default, shall fail to commence and diligently continue effective action to correct the default) within ten (10) yBj 000081066 A . -18days following receipt of written notice thereof from ESPI, ESPI may, without prejudice to any other rights or remedies ESPI may have, terminate this Agree ment by written notice to CUSTOMER specifying the date of termination. b. With respect only to breach of CUSTOMER'S warranties as set forth in Section 8, ESPI may, regardless of any corrective action taken or to be undertaken by CUSTOMER, and at ESPI's sole election, terminate this Agreement forthwith, without prejudice to any other rights or remedies ESPI may have, by delivering written notice of such termination to CUSTOMER, if five (5) percent or more of the Industrial Waste Material received from CUSTOMER during the first full calendar year quarterly period of the term of this Agreement or any succeeding calendar year quarterly period thereafter does not conform to CUSTOMER'S warranties as set forth in Section 8, and as a result of such non conformance, such non-conforming Industrial Waste Material was not disposed of at the Facility. c. The waiver by ESPI of one default of CUSTOMER shall not be consi dered to be a waiver of any subsequent default of CUSTOMER, nor be deemed to amend or modify the terms of this Agreement. 19. ASSIGNMENT. Neither party shall assign, sublet, transfer nor convey this Agreement or any monies due or to become due to it hereunder without the prior written consent of the other. 000081067 * -19- 20. INDEPENDENT CONTRACTOR. ESPI is and shall be an independent contractor in the performance of the services covered by this Agreement maintaining complete control of its employees and operations. Neither ESPI nor anyone employed by ESPI shall be the agent, representative, employee or servant of CUSTOMER in the performance of the services covered by this Agreement. 21. NOTICES. All notices, requests, demands and other communications here under shall be in writing and/or by telephone. If such notice is communicated by telephone, such notice shall be confirmed in writing. All written notices required hereunder shall be given either by personal delivery or by mailing by United States Registered or Certified Mail, return receipt requested, postage prepaid, properly addressed as follows, or to such other addresses as either party may designate in accordance herewith: If to CUSTOMER: Vista Chemicals Company 3441 Fairfield Drive Baltimore, MD 21224 Attn: Mr. Dave Mahler If to ESPI: Envirosafe Services of Pennsylvania, Inc. 115 Gibraltar Road Horsham, Pennsylvania 19044 Attention: Vice President ygy 0000910* A -20- Notices shall be deemed to be given upon such personal delivery or, if mailed, upon the receipt thereof by the party concerned. 22. MISCELLANEOUS. a. This Agreement shall be construed and governed in accordance with the substantive laws of the State of Delaware excluding choice of law rules. This Agreement constitutes the entire agreement between ESPI and CUSTOMER. All previous representations relative thereto, either written or oral, are hereby annulled and superseded. No modification shall be binding on ESPI unless it shall be in writing and signed by an authorized officer. Paragraph headings are for the convenience of the parties only and are not to be construed as part of this Agreement. The warranties contained herein shall survive the expiration or termination of this Agreement and shall not be impaired or rendered inoperative by any investigation thereof. b. If any provision contained herein is held to be unenforceable by a court of law or equity, this Agreement shall be construed as if such provision did not exist, and the unenforceability of such provision shall not be held to render any other provision of this Agreement unenforceable. c. CUSTOMER may use its standard business forms (such as purchase orders, acknowledgements or vouchers) to administer this Agreement, but use of such forms shall be for convenience purposes only and all provisions, terms and conditions contained in or on such forms (except those provisions speci fying the quantity of Industrial Waste Material being disposed of and the O0OOS*069 h -21- dates of delivery and disposal related thereto) shall be deemed stricken and null and void. Whenever such a form is used by CUSTOMER to administer this Agreement, CUSTOMER agrees that such form shall specifically reference the exclusive applicability of the terms and conditions contained in this Agreement. IN WITNESS WHEREOF, ESFI AND CUSTOMER have each caused this Agreement to be executed by its duly authorized representatives as of the day and year first set forth above. ENVIROSAFE SERVICES OF PENNSYLVANIA, INC. Attest: John A. Trela Vice President / Vista^Chsmical Compaiyp J (CUSTOMER) By:_ Name: U. !i. Chanberlain Title: Manaper-PurchasinR 0008lo?o Am tCAIION NO_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ PRODUCT CODE NO _ EXHIBIT A )Cc A FONDESSY ENTERPRISES, INC. ASSCXIATED CHEMICAL AND ENVIRONMENTAL SERVICES 876 OTTER CREEK RQAD P O BOX 7571 OREGON. OHIO 43616 '"** (419) 726*1521 (24 HOURS) t'-l'iftT APPLICATION FOR ACCEPTANCE OF WASTE PRODUCT PART A - GENERATOR IDENTIFICATION . GENERATOR NAME lJ]5+* CA&mCc^ l 2. WASTE FACILITY ADDRESS -~?W/ Fcurff etc/ ReU. 3. GENERATOR BILLING ADDRESS b 6a.lt ?*< 2/2,^C 4. GENERATOR CONTACT. Pldh lc.it___ TITLE i PHONE la (-3&HJ0.C 5. GENERATOR EPA ID NO. J?l(FF=& VCl'l 2+_ _ _ _ GENERATOR SIC CODE--------------------- __________ nvQ<f9G/bH2>Z._______ _______ PART B - WASTE CHARACTERIZATION Common name for this waste: Sc)I Ccnt4*w*-i<*/ ^rh a! 2. PROCESS GENERATING WASTFfuel 3. ANNUAL vniilMF SO--/Gtr _ _ _ _ _ _ _ _ _ _ _ UNIT PART C - PHYSICAL PROPERTIES 1. PHYSICAL STATE <> 70F (CIRCLE ONE) <$m> SEMI-SOLID SLUDGE LIQUID GAS 2. SPECIFIC GRAVITY >/ 3. VISCOSITY:OR 3.1 (CIRCLE ONE) LOW MEDIUM <^H?Gb) 4 pH I 5 FLASH POINT F 5.1 METHOD - CLOSED CUPOPEN CUP___ 'q SOLIDS /&C%_ _ _ _ _ _ _ _ _ 8. PRODUCT IS (CIRCLE ONE) ' vev 000081071 7 % voLATitf Move. TnGLE PHASE? DUAL PHASED MULTIPHASED , ' T-. PART D - CHEMICAL COMPOSITION 1. PLEASE ATTACH COPIES OF LAB REPORTS. 2. LIST components in order of decreasing concentrations. 13. COMPONENT % OF TOTAL (100%) 3 1 '.S'-te/tes3.2 a* (o *,! 3.3 3.4 3.5 3.6 3.7 3.8 3.9 3.10 3.11 3.12 4. ATTACH EP TOXICITY REPORT PART E - METALS and ORGANICS z. A Arsenic mg/kg /f/d/J" flfi2A?f)GU.<? Barium mg/I_______________ ___ _ Boron mg/l! Cadmium mg/kg_____________________ Chrome t tal mg/kg_________________ Chrome hexavalent mg/l____________ . Copper mg/kg; Lead mg/kg_ Manganese mg/l________________________________ Magnesium mg/l,,_______________________________ Mercury mg/l_______________________ Nickel mg/lg_ Selenium mg/l Silver mg/l___ Zinc mg/kg _ Other_______ Chloride mg/l__ Fluoride mg/l,, Nitrate mg/l____ mlNitn"e mg/l____ W9'hcschate mg/L Su'ci'a f mg.I SJ;..- - mq;i _ Phenols mg/l_ Cyanide total mg/l. Cyanide free mg/l. Pesticides /JOAJ & Aldrin mg/l____________ Chlordane mg/l DOT'S mg/l- Dieidrin mg/U Endrin mg/l _.. I Heotachlor mg/l Lindane mg/l Methoxychlor mg/l Other Other Other Toxaghene mg/l Paralhion mg/l . ... ?in mg/l 2.4,5TD (silvex), mg/l__ i POR's mg/l . Vr 2 VEV 000031072 00008} 0?3 PART F - HAZARDOUS. CLASSIFICATIONS 1. RESOURCE CONSERVATION AND RECOVERY ACT CLASSIFICATIONS. 1.1 RCRA LISTED WASTE DESCRIPTION 4)6 A/ j/j-ZA-AbaCLS A 1.3 RCRA HAZARDOUS WASTE CODE (CIRCLE APPROPRIATE CLASS) (0 (H) (T) (REFERENCE: 40 CFR 261.30(b)) !. DOES THE WASTE CONTAIN ANY OF THE FOLLOWING: 2.1 SHOCK SENSITIVE _________________ 2.4 PATHOGENIC O 2.2 PYROPHORIC AJ 02.5 INFECTIOUS AJd 2.3 EXPLOSIVE v AJ 62.6 RADIOACTIVE AJ 0 : ANY OF THE ABOVE ARE PRESENT, LIST THEIR SOURCE AND COMPLETE DESCRIPTION J__________________:______________ . U.S. DEPARTMENT OF TRANSPORTATION CLASS. (REFERENCE: 49 CFR 172.01 and 173.) 3.1 U S DOT SHIPPING NAME .Sallit LJa-JCe tAkd- OQT HAZARD CLASS. UN/NA NO. HAZARDOUS CLASS CODE l/// .^7 ? / / V * . / y --t- f PART G - SHIPPING and SCHEDULING WASTE MATERIAL WILL BE SHIPPED IN; 55 GALLON DRUMBULK CONTAINER 36yd* PiUHf TraJatOTHER SHIPPING FREQUENCY: VOLUME / /y.n . PER PART H - ADDITIONAL COMMENTS VEV 000081074 3 a CERTIFICATION STATEMENT I HEREBY CERTIFY THAT AS AN AUTHORIZED REPRESENTATIVE OF THE GENERATOR NAMED ABOVE. ALL INFORMATION SUBMITTED IN THIS AND ALL ATTACHED DOCUMENTS IS TRUE AND ACCURATE. TO THE BEST OF MY KNOWLEDGE. ALL KNOWN AND SUSPECTED HAZARDOUS COMPONENTS HAVE BEEN INCLUDED IN THE DOCUMENTATION. __ THIS SECTION FOR DISPOSAL SITE USE ONLY 1. DISPOSAL SITE_____________________________________________________ 2. DISPOSAL METHODPCN 2.1 PRETREATMENT __________________________________________ 2.2 ALTERNATIVE___________________________________________________ SIGNATURE DATE TITLE THIS SECTION FOR REGULATORY AGENCY USE ONLY 1. ACCEPTANCE STATUS: ACCEPTED ED ACCEPTED I___ I CONDITIONAL ACCEPTANCE I___ I ACCEPTANCE WITHHELD I___ I DENIED 2. CONDITIONS FOR ACCEPTANCE OR REASONS FOR WITHHOLDING OR DENIAL EXHIBIT B VISTA CHEMICALS COMPANY BALTIMORE. MD Compensation Product Code No. (PCN) Disposal Pee Soil Contaminated With #6 Oil 0649AT $45/ton* Price does not include $2.13/ton dry weight CERCLA Tax. Transportation Minimum 20 tons/load 565/ton Demurrage after first free hour *40/hour Special Instructions 1. Product Code Number (PCN) must appear on all manifests and on all correspondence pertaining to the above waste. 2. Material must be in a solid nonflowable condition at time of disposal. 3. There must be no free liquids. ^ 000081076