TO GENERAL PLATFORM SOLUTIONS, LLC
MASTER SERVICES AGREEMENT
These Terms and Conditions are incorporated by reference into that certain Master Services Agreement between the Customer named therein and General Platform Solutions, LLC d/b/a GPS Waste (“GPS Waste”). These Terms and Conditions apply to all serviced provided by GPS Waste to Customer. If GPS Waste also provides Hazardous Waste Services to Customer, the Hazardous Waste Addendum attached hereto also applies to all such Hazardous Waste Services. The “Agreement” between Customer and GPS Wastes consists of the Master Services Agreement, these Terms and Conditions, the Pricing Schedule (as the same may be amended or supplemented from time to time) and, if applicable, the Hazardous Waste Addendum and any Generator’s Hazardous Waste Profile Sheets executed in connection therewith.
For purposes of this Agreement, the following terms shall have the following meanings:
Customer grants to GPS Waste the exclusive right to collect, manage, transport, dispose, treat and recycle (collectively, the “Services”) Customer’s non-hazardous Solid Waste and/or Recyclables, as set forth more particularly in the Pricing Schedule from the locations identified therein (the “Service Locations”). All Solid Waste and/or Recyclables from the Service Locations that is generated, handled and/or collected by Customer shall be managed exclusively by GPS Waste during the Term. GPS Waste may select any qualified and properly licensed subcontractors, haulers, carriers, disposal facilities, landfills, recycling facilities and other third-party vendors, service providers and/or facilities to assist GPS Waste in performing the Services hereunder. Customer acknowledges and agrees that, in providing the Services hereunder, GPS Waste is acting in a brokerage capacity only.
The initial term of this Agreement shall be for a period of three (3) years from the start date identified in the Pricing Schedule (the “Initial Term”). This Agreement shall automatically renew at the end of the term for additional three (3) year periods (each, a “Renewal Term” and, collectively with the Initial Term, the “Term”) unless either party provides written notice of termination to the other party at least one hundred twenty (120) days prior to the end of the Term. Notwithstanding the foregoing, at the end of the Term, if Customer obtains proposal or bids to provide similar services to the Service Locations, Customer shall notify GPS Waste thereof and provide GPS Waste with a period of ten (10) days to match any such offer, bid or proposal and, if GPS Waste exercises its right of first refusal to match the terms and conditions, the parties shall execute an updated Pricing Schedule incorporating such terms.
GPS Waste may terminate this Agreement, (i) in the event of Customer fails to pay any amount due within the time period set forth herein; (ii) in the event Customer breaches this Agreement (other than non-payment) and fails to cure such breach within thirty (30) days of GPS Waste’s written notice thereof; or (iii) if Customer becomes insolvent, the subject of an order for relief in bankruptcy, receivership, reorganization dissolution or similar law, or makes an assignment for the benefit of its creditors or if GPS Waste deems itself insecure as to payment. Customer may terminate this Agreement in the event GPS Waste breaches this Agreement and fails to cure such breach within thirty (30) days of Customer’s written notice thereof. Notice of termination shall be in writing and deemed given when delivered in person or by certified mail, postage prepaid, return receipt requested.
Customer acknowledges that GPS Waste is making substantial commitments and incurring substantial up-front expenses in connection with this Agreement, and further that the actual damage to GPS Waste in the event of termination of the Agreement prior to the end of the Term is impractical or extremely difficult to fix or prove. Customer agrees that the liquidated damages amounts set forth below are reasonable and commensurate with the anticipated loss to GPS Waste resulting from termination of this Agreement prior to the expiration of the Term for any reason other than termination by Customer due to a breach by GPS Waste, and that such amounts are an agreed upon measure of the damages and losses of GPS Waste and are not imposed as a penalty. Accordingly, in the event this Agreement terminates prior to the expiration of the Term for any reason other than termination by Customer due to a breach by GPS Waste, Customer shall pay GPS liquidated damages as follows: (a) if the remaining Term is six (6) months or greater, Customer shall pay GPS Waste an amount equal to the average invoice amount for the most recent six (6) month period, multiplied by six (6) pay; or (b) if the remaining Term under this Agreement is less than six (6) months, Customer shall pay GPS an amount equal to the average invoice amount for the most recent six (6) month period, multiplied by the number of months remaining in the Term. Collection of liquidated damages by GPS Waste shall be in addition to any rights or remedies available to GPS Waste under this Agreement or at law.
Customer acknowledges and understands the inherent difficulty in performance of the Services. If any damage occurs to Customer’s premises, equipment or other property during performance of the Services, Customer agrees to submit claims only for the replacement value of the damaged property, and in no circumstance shall such claim(s) exceed $5,000.00 per occurrence. Customer understands and agrees that $5,000.00 is the maximum allowed claim for the replacement and damage of property per occurrence, and that all other damage and/or replacement claims are hereby waived by Customer, and that in no event shall GPS Waste be liable for any damages in excess of such amount for the damage and/or replacement of property.
Each party acknowledges and agrees that this Agreement shall be binding upon the parties and their respective successors and assigns. Customer may not assign this Agreement except with the prior written consent of GPS Waste.
During the Term and for a period of two (2) years following termination of this Agreement (the “Restricted Period”), Customer agrees not to hire or solicit any person who is or was an employee or agent of GPS Waste or any of its subcontractors. If Customer wishes to hire, employ, contract with or otherwise engage a GPS Waste employee or agent or an employee or of any GPS Waste subcontractor during the Restricted Period, Customer agrees to pay to GPS Waste or (if applicable) its subcontractor a personnel acquisition fee equal to one year (2,060 hours) of the person’s highest customer hourly billing rate.
Customer acknowledges and agrees that due to the sensitivity and importance of information and documents exchanged or acquired pursuant to this Agreement, including, but not limited to, GPS Waste’s pricing, subcontractors, service levels, systems and methods, as well as any other information marked “confidential” or which would reasonably be considered confidential, whether written, oral, electronic or otherwise, are confidential and proprietary to GPS Waste. Customer agrees that it shall only use such information for the purpose of this Agreement and shall not disclose any of GPS Waste’s information to any third party or use such information of its own benefit or the benefit of any third party, without GPS Waste’s prior written consent. For a period of five (5) years from the date of termination of this Agreement, Customer shall maintain GPS Waste’s information in strict confidence and disclose the information only to its employees and agents who have a need to know in order to perform this Agreement. Customer shall at all times remain responsible for breaches of this Agreement arising from the acts of its employees, contractors, and agents. If any legal process is served on Customer which seeks or would require the disclosure of GPS Waste’s Shipper's information provided under this Agreement, Customer shall, unless prohibited by applicable law, provide prompt written notice to GPS Waste to allow GPS Waste an opportunity to seek a protective order or other relief it deems appropriate and Customer shall fully cooperate with GPS Waste with regard to such efforts.
By providing a mobile phone number and opting in, Customer consents to receive SMS/text messages from GPS Waste related to the Services. Such messages may include, but are not limited to, appointment reminders, service or order alerts, account notifications, billing-related messages, and other operational communications.
Messaging frequency may vary. Message and data rates may apply.
Customer may opt out of SMS communications at any time by replying STOP to any message. For assistance, reply HELP or visit https://gpswaste.com
SMS communications are subject to GPS Waste’s Privacy Policy, available at https://gpswaste.com/privacy-policy/, and these Terms and Conditions, available at https://gpswaste.com/terms-of-use/
This Agreement will not be interpreted or construed as: (a) creating or evidencing any association, joint venture, partnership, or franchise between the parties; (b) imposing any partnership or franchise obligation or liability on either party; or (c) prohibiting or restricting GPS Waste’s performance of any services for any third party or the provision of products to any third party. Neither party shall represent to anyone that it is an agent of the other party or is otherwise authorized to bind or commit the other party in any way without such other party’s prior written authorization.
The Agreement shall be governed by and construed in accordance with the laws of the State of Georgia without regard to conflict of laws principles.
This Agreement and the exhibits and addendums attached hereto and incorporated herein by reference represent the entire understanding and agreement between the parties relating to the Services and supersedes any and all prior agreements, whether written or oral, between the parties regarding the same. This Agreement may only be amended or modified in writing signed by the parties hereto.
In the event of any dispute arising out of this Agreement or the Services provided hereunder, the prevailing party will be entitled to recover reasonable fees and court costs, including attorneys’ fees and expenses of litigation incurred therewith. In the event Customer fails to pay GPS Waste all amounts due hereunder, GPS Waste will be entitled to collect all reasonable collection costs and expenses, including reasonable attorneys’ fees and expenses of litigation incurred in connection therewith.
No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving party. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of this Agreement thereafter. The rights and remedies of the parties herein provided shall be cumulative and not exclusive of any rights or remedies provided by law or equity.
If any provision of this Agreement is declared invalid or unenforceable, then such provision shall be deemed severable from and shall not affect the remainder of this Agreement, which shall remain in full force and effect.
Any rights, obligations and duties (including, without limitation, the obligation to make any payments hereunder), which by their nature extend beyond the termination of this Agreement, shall survive termination of this Agreement.
Each party represents and warrants that the individual signing the Master Services Agreement and/or any exhibit, addendum, modification or other documents incorporated herein on behalf of the respective parties are authorized to execute such documents. No further proof of authorization shall be required.
The headings/captions appearing in these Terms and Conditions have been inserted for the purposes of convenience and ready reference, and do not purport to and shall not be deemed to define, limit or extend the scope or intent of the provisions to which they appertain.
HAZARDOUS WASTE ADDENDUM
TO TERMS AND CONDITIONS
OF GENERAL PLATFORM SOLUTIONS, LLC
MASTER SERVICES AGREEMENT
This Hazardous Waste Addendum is incorporated into the Terms and Conditions of that certain Master Service Agreement between the Customer named therein and General Platform Solutions, LLC d/b/a GPS Waste (“GPS Waste”). This Addendum applies to all Hazardous Waste Services provided by GPS Waste to Customer, and are incorporated into any Generator’s Hazardous Waste Profile Sheets executed, accepted, submitted or agreed by Customer and GPS Waste. All capitalized terms not defined in this Addendum shall have the meaning assigned to them in the Terms and Conditions.
GPS Waste shall provide services related to the handling, transportation, and disposal of Hazardous Waste as requested by the Customer in accordance with the terms of the Agreement, the Terms and Conditions, this Addendum and the Generator’s Hazardous Waste Profile Sheets.
Before accepting or agreeing to handle any of Customer’s Hazardous Waste, the parties shall prepare and agree upon a Generator’s Hazardous Waste Profile Sheet identifying the nature and amount of the Hazardous Waste to be handled, the manner of handling, and the cost and expense therefore, among other things. Customer shall provide all relevant information and documentation to accurately characterize the Hazardous Waste in each Generator’s Hazardous Waste Profile Sheet and acknowledges and agrees that any and all Hazardous Waste to be handled by GPS Waste must be described accurately and completely by Customer therein. Any failure to comply may result in additional costs and fees as described in the Terms and Conditions.
Customer shall comply with all applicable federal, state and local laws, regulations, and ordinances relating to the handling, transport and disposal of Hazardous Waste, including but not limited to the Resource Conservation and Recovery Act (“RCRA”), the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), the Hazardous Materials Transportation Act, and all relevant Environmental Protection Agency, Department of Transportation, and Occupational Safety and Health Administration requirements.
GPS Waste represents and warrants that it and/or its subcontractors hold and shall maintain during the Term all necessary permits, licenses, and approvals to lawfully perform the Hazardous Waste Services under this Addendum.
Title to and liability for all Hazardous Waste shall remain with Customer at all times. GPS Waste does not assume title or ownership of any Hazardous Waste at any time. Title and responsibility remain with Customer until accepted by the final receiving facility. GPS Waste serves solely as a broker arranging for the Services, and GPS Waste is not liable for any acts, omissions or delays of transporters or disposal facilities unless arising directly from the gross negligence or willful misconduct of GPS Waste.
Customer shall indemnify, defend and hold GPS Waste, its affiliates, and their respective subcontractors, officers, directors, employees, members, managers and agents, harmless from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of any violation or alleged violation of any applicable law by Customer, any breach of this Addendum by Customer, or the generation or any release, spill or other discharge of Hazardous Waste by Customer.
Customer shall prepare, retain, and provide copies of all documentation required under applicable law, including hazardous waste manifests, bills of lading and certificates of disposal, destruction or treatment. All documentation must be maintained in accordance with legal retention requirements and made available to GPS Waste and its subcontractors upon request.
This Hazardous Waste Addendum shall be deemed incorporated into the Agreement in the event GPS Waste or its subcontractors shall perform the Services relating to Hazardous Waste. In the event of a conflict between the terms of the Agreement and this Addendum, the terms of this Addendum shall control with respect the Services related to the Hazardous Waste. Except as expressly modified herein, all terms and conditions of the Agreement remain in full force and effect.
