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HomeMy WebLinkAboutSafety Kleen - Solvent Tank CleanerssafotijHIeoo. A Clean Harbors Company EN VIRONMENTALSERVICES AGREE 141ENT-SUElSCRIE`TI tidiytONTULY Customer Name: Fire Department Instance Id: 7154119-mur Branch: EPO This Agreement is between the Customer identified herein, and its affiliates end subsidiaries ("Customer"), and Safety-Kieen Systems, Inc., and its affiliates and subsidiaries (" Sarcty-Kieen"). In consideration of the mutual covenants contained herein, the parties agree as followst Article 1. Term This Agreement shall have an initial term of one (1) year from the date hereof (the "lniliud Term"), and shall continue in effect from year to year thereafter, Following the ,Initial Tenn, either party may terminate this Agreement at any time upon thirty (30) days prior written notice. If Customer terrnintucs this Agreement, or any part hereof, prior to the completion of the Initial Term, Customer agrees to pay Safety-KJeen (i) an amount equal to the total price of all terminated Services that wuuld have been provided to Customer under the terms of this Agreement; (i) if the Services include the rental of parts washer cquipmcnt, a termination fee in the amount of $100.00 per piece of equipment to compensate Safety-Kicen for the cost of removing the parts cleaning equipment and disposing of the used solvent; and (iii) if Used Fluid Recovery Services are terminated, Customer shall pay a termination fee equal to $0.25 per gallon dale Used Fluid not yet received but estimated to have been received by Safety-Kleen for the remaining tern bused on the Forecast set forth in the Used Fluid Recovery Schedule attached hereto, as may be amended from time to time. The foregoing remedies are in addition to any other relief or remedy to which Safety- Kleen may be entitled, Article 2. ervicel This Agreetent shall govern all environmental services ("Services") pr by Safety-Kieen to Customer but shall not apply to emergency response services. Article 3. Waste Materials If applicable to the Services provided, at rise tame Customer requests the Services of Safety-Klecn. Customer shall provide a waste profile sheet or similar document ("Waste Profile') completely and accurately describing the waste materials and their characteristics, Waste materials that conform to an applicable Waste Profile shall be referred to herein as "Conforming Waste". Title, risk of loss and all other incidents of ownership to the Conforming Waste shall be transferred from Customer to Safety-Kieen at the time Safety-Kieen takes possession of the Conforming Waste or accepts delivery of the Conforming Waste at its treatment, storage, and disposal facility, whichever is applicable. Article 4, Transfer of Waste end Title Waste materials which are discovered to be Non -Conforming Waste may be rejected by Safety-Klecn. Title, risk of loss and all other incidents of ownership to Non -Conforming Waste shall remain at all times with Customer. Waste materials shall be considered "Non -Conforming Waste" for purposes of this Agreement if: (I) the waste materials are not properly packaged or labeled; (2) the waste materials contain constituents or have characteristics or properties not disclosed on the Waste Profile; or (3) the designated disposal facility is not designed or permitted to dispose of such Non -Conforming Waste. Non - Conforming Waste shall be returned to Customer after rejection by Safcty- Kleer, unless the parties agree to an alternative and lawful roamer of disposing of the Non -Conforming Waste. Customer shalt pay Safety-Kieen for the handling, loading, preparing, transporting, storing, caring for and, if applicable, disposing of such Non -Conforming Waste, Customer hereby authorizes Safety- Kleen or its designee to act as its agent to change or add new transporters to shipments already in transit per 40 CFR §263.21. Article 5. Payment Tema Payment terns shalt be net fifteen (15) days from the date of invoice. Ilat resl will he charged at the rate of 1.5% per month, or the maximum amount allowed by law, on all amounts outstanding more than fifteen (15) days. Customer shall be responsible for all casts incurred by Safety-Kieen to collect any payments due under this Agreement, including reasonable attorneys' fees. In the event of a change in Customer's financial condition, Safely-Kieen reserves the right to alter, change, or modify payment terms, and/or immediately stop work., The failure of Safety-Kieen to exercise its rights under this article at any time shall not constitute a waiver of Safety-Kleen's continuing right to do so, Safety-Kieen may increase pricing upon thirty (30) days written notice to the Customer. Safety -Kiwi and Customer have agreed on a monthly billing for Services as set forth in Exhibit A hereto. Safety-Kleen nosy perform a review to determine Customer's actual annual waste arid Service volumes (a) quarterly; (b) annually, and (c) upon tennination of this Agreement, On a quarterly basis, Safety -Meet' may adjust the monthly billing amount if any such review reflects Services, products, or locations above the amounts or not provided for in Exhibit A. If, after an annual review, Safety-Kieen determines that Customer's actual waste or Service volumes exceed the amounts paid by Customer on a subscription basis, Safety-Kleca reserves the right to either (!) charge Customer for said amount of the variance; or (ii) amortize the underpayment over the following contract term nd p,rv,l'ie tct rtfaty- lccrr. If It:e actual ;vastc and S than the amounts latent by Cusurmcr on a subscription basis, ea+ttsty'Kicen may, at Safety-Kleen's sot: option, either (i) refund such overpayment to Customer at the end of the tern of" the Agreement; or (ii) apply such excess amounts to any amounts due endowing by Customer. Article 6, Customer Warranties Customer warrants that it Iles legal title or authority to the waste materials provided pursuant to the terms herein; that the description of the waste materials on the Waste Profile is accurate and complete and that waste materials will conform to such description; and that containers of waste materials transferred to Safety-Kicen will be marked, labeled and otherwise comply with all npphcidsle lows.'ales ttnd regulations, Customer shall provide full autd complete ion rag -riding the site, surface and rruhsurt'ncc conchtiurrs, utility substances or hazards likely to be present and any orator infonration concerning the Services location or scope of Services reasonably requested by Safety-Kieen. Scfety-Kleen shall not be liable for damage or injury to any subsurface structures or any existing subsurface conditions, or the consequences of such damage or injury, if such structures or conditions were unknown or comae -uteri, not identified by Customer, incorrectly shown or different from information or plans furnished to or obtained by Safety-Klecn in connection with the Scrvims, or unknown subsurface physical conditions that differ materially front :hose ordinarily encountered. Should Safety-Kleen encounter any of the foregoing conditions, Safety -Kim shall be entitled to an equitable price and/or time adjustment for perlonnance of the Services, Safety-Kieen shall not be liable for pre-existing contamination at the applicable Services location. Article 7. Liability sta Indemnitleution Each Party ("JniemnlfyIng Party") agrees to indemnify, save harmless and defend the other party ("Endemnlfled Party") from and against any and all irrrs, penalties, forfeitures, suits, and the cost arrd expenses incident thereto (including cost of defense, settlement and attorneys' fees) which the Indemnified Party may hereafter incur, or pay out as a result of death or bodily injury is any person, destruction or damage to any property, contamination of or adverse effects on the envirnrunent or any violation of applicable federal, state and local laws, regulations, by-laws or ordinances to the extent caused by: (1) the Indemnifying Parry's breach of any tent of this Agreement, or (2) the negligence or willful misconduct of the Indemnifying Party, its employees, or agents. Safety-Kieen shall not be liable to Customer for indirect, incidental, consequential, or special damages, including loss of use or profits, Notwithstanding any term or condition of this Agreement to the contrary and, to the greatest extent allowed by law, Safety-Kicen and its officers, agents and employees' aggregate liability arising out of or in any way related to this Agreement or the Services, shall be limited to the total amount of compensation received by Safety-Kleen hereunder in the twelve (12) month period preceding the event giving rise to the claim, Article 8. jnsurance Safety-Kieen shall maintain at its own expense during the tern of this Agreement the following insurance coveragest t d, Auto Commercial Liability_ utton Liability Claims Article 9. Excuse of Performance The perfomrance of this Agreement, except for the payment of money for Services already rendered, may be suspended by either party in the event performance of this Agreement is prevented by a cause(s) beyond its reaponuble control. Article 10, Additional Preiisipns This Agreement represents the entire understanding and agreement between the parties. Additional, conflicting or different terms on any purchase order or other preprinted document issued by Customer shall be void and are hereby expressly rejected by Safety-Kleen. Any modifications to this Agreement shall be in d shall be signed by Customer and Safery-Kleen. This Agreement may be cxecteed in several counterparts, each of which shall be art original and ell of which slat. constitute one and the saute document. The parties agree dint OGC/Rev 08/2023 P A Clean t- arbors Company ENVlllAL SERVICES AGREEMENT- SULISCRIPTION M©NTHLY B7 Customer Name: Fire Department nee 1d: 7154119-inur h: EPO this Agreement and a]I other doOuurants may be electronic. I. xxe€utcd and delivered by facsimile, electronic mint, or other electronic mcuns, any of which shall he considered en original, and Vial the electronic signature rippearing on this Ararcement :and related documents arc the sums as or signatures for all purposes. This Agreement shall not obligate Safety-Kleen to provide Services but shall govcm all orders for Services issued by Customer and which are accepted by Safety-Klcen. Safety-Klcen shall have the right to audit Customer's records relating to this Agreement, including data and records of disbursements and other payments, Customer ogrees to cooperate with Safety- Klecn and their auditors in the performance of any such audit. The, validity, interpretation and :rfor manee of this Agreement shall be governed and construed in accordance with the Laws of the Commonwealth of Massachusetts and the parties agree to submit to the jurisdiction of the courts of the Commonweal!) of Massachusetts for any disputes arising under this Agreement, Article 11, Crirrtpmrenr lrrnsc ltldrr In the east that Customer is leasing equipment from Safety-klcen, Customer shall be bound by the tarns and conditions of the Equipment Lease Rider ("Equipment Rider") attached hereto es. Exhibit A. In the case an conflict by and between the letrn5 and etinthtlons of this Agreement and the Equipment Rider, the Equipment Rider shrill control, tN W]TNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives, CUSTOMER: p AFETY-IYLI:EN S NC, Print ]dot 6c Print Date: V Title: C.:4---)';:1 Gc' Date: CITY CONTRACT NO: NJ { Pc RFSOLUTiON OGC/Rev 08/2023 safelqkleen. A Clean Harbors Company ENVIRONMENTAL SERVICESAGREE 1m1Et T- iJl3 CIUPT ON ONT LY Customer Name: Fire Department Instance Id; 71541 19-tour Branch: EPO EXHIBIT A Equipment Lease Rider Safety -Kneen hereby leases to Customet and Customer hereby takes rind leases from Safcly-Kneen the equipment ideotifted in this Edlt psta nl Rid Costumer and Safety-Kiccn agrce that this Equipment Rider may be amended from time to time through the addition or removal of Equipment, in c mutual agreement, Customer er shall only allow competent and properly trained employees and personnel to operate the Equipment. Safety-Klcen wi ti11e iu the quipnteut and except as provided En SaCcty-Klecn's normal and routine maintenunca schedule:, the Customer shrill pay all costs associated with the opciutiazn of"mime Equipment, mtent, including any daily maintenance costs, and agrees to pay for t epairs, replacement, or cleaning of the Equipment that arise out of or arc related to Customer's use, The Customer agrees that the Equipment shall not be operated beyond the manufacturer's trued capacities, At the end of the Lease "Perm, the Equipment shall be chimed to Safety -Klee) in the some condition as when initially received by Customer, ordinaay wear kind tear excepted, Safety -Klee() warrants that it is the owner of the Equipment and/or has the right to make it available for Customer's nsc, Safety -Kneen makes no other representations ur warranties of any kind contenting the safety, suitability or condition of any Equipment or supplies leased or provided by Safety-Kiccn pursuant to this Equipment Rider and expressly disclaims all other warranties, including the WARRANTY OF MERCHANTABILITY and the WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, Customer Nanme; Fires I7ep artment 1 Customer Nam Equipment Placement Date: YA07974 ! Cost rcner Nano' 12 N 2nd St, Yakima, WA 98901.0000 Address; 2202 Fruitvate Blvd, I Address: 129 N 2nd St, Yakima, WA 98902.0000 Yakima, WA 98901-0000 City: 9-406-7347 Ccntact N rnefThlo, EPA I Pricing Conditions; Fed EPA #: City: —Telennene #: 509.576-B633 "1,ease Term"; The Lease Term of this Equipment Rider sh automatically renew for additional twelve (12) month periods time up -on thirty (30) days prior written notice, If C❑Siemer terminates t agrees to pay Safety-Ktaeu (i);in amount equal to the tut'a! price oral( tutu E3(1t4ment Riticr, (i)) ifthe Services include the rental( of parts washer ego; Safety-Kiccn fur the cost of removing the (tans cleaning equipment and disposin Cuntuu+er,hall pity s+ terminutio{a Ice equal to 50,25 txr gallon of the Used Fluid remaining term bssscd on the Forecast set forth in the Used Fluid Recovery Schcdu re is, addition to any ocher relief or remedy to which Safety-Kiccn may be entitled, 2, :'rites ano firm for the Initial Tana but thereafter are subject to increase upon 30 days' notice fs'r 3, Safety -Kneen shall have the right to terminate this Equipment Rider for cause if Customer bread ten (10) days' notice from Safety-Klecn. 1, All prices are subject to a recovery fee and/or fuel surcharge, as :nay be amended Crum Brae iu t Contact Name/Idle: Email: xecmcnt, or army Services Putt tm' N ,quipmeal Placement Date ("loltlol Term") and shall Termm, either party may amain to than Elu€panestt Rider at any t hereof, prier to the conaptetien ofthe Inc;"sal Tc Custorucr under the terns o 1 par piece of equipment to compensate uid Recovery Services arc tcrrninetcd, Sotaly-Kiccn for th y "-Kieeu to Customer. errns herein and does not cure such default within OGC1Rev ©h12023