heritage environmental services, llc master services agreement

32897 Heritage Environmental Services, LLC

Master Services Agreement

ORIGINAL This Master Service Agreement ("Agreement") is made effective on this 22nd day of March 20j!_ ("Effective Date") by and between, Board of Trustee.s of Community College District No. 508 . EiivisieAs, with its principal offices at 226 W. Jackson Blvd., Chicago, IL 60606

a body politic and corporate

its s~o~bsiEiiar:ies aA4j ~ (hereinafter referred to as "Customer") and Heritage Environmental Services, LLC., and its affiliates and subsidiaries, with its principal offices at 7901 W. Morris Street, Indianapolis, IN 46231 (hereinafter referred to as "Heritage'') have agreed as follows:

1. ENVIRONMENTAL SERVICES. During the term of this Agreement, Customer may provide to Heritage certain Materials generated at Customer's sites for management (hereinafter referred to as "Materials"). Heritage will provide environmentally compliant treatment, disposal, recycling, reclamation, re-use or waste minimization of said Materials generated by Customer (hereinafter referred to as "Services"). Materials generated by Customer will be managed by Heritage at one of the Heritage permitted treatment, storage or disposal facilities listed on Attachment A, or at one of the Heritage approved treatment, recyding, storage, or disposal facilities. The physical characteristics and chemical composition of such Materials are described in a Waste Stream Profile, or similar documents as required by facility and or appropriate regulations (hereafter referred to as "Waste Stream Profile"). At the request of Customer, Heritage may also provide additional services, including, but not limited to, transportation, laboratory analysis, training, emergency response, industrial deaning, remediation services, consulting services, and other Customer facility environmental needs. ~nUl March 2. 2011. ~

2. TERM. This Agreement shall remain in effect for one (1) year I fFGm tAe ~i'<te Date ef tl=lis .O.gFeeA'leAt S~GI:I teFA'l shall be a~A'latiGally FeAewed f9F a99iti9Ral 9Ra-yeaF per:ioos aAA~ally. Heritage shall have the option, at its sele EiiseFetieA, to cure any default within thirty (30) days of notice from Customer of such default. In the event Heritage does not cure such default, Customer may terminate this Agreement with cause upon thirty (30) days' notice after such cure period. Heritage may terminate this Agreement, without cause, upon thirty (30) days written notice to Customer. In the event o uch termination by either party, with or without cause, Customer shall pay and reimburse Heritage for all Work performed by ije(itage through said termination for which payment has not already been made.

Either Customer or----..J V 3. BILUNG AND FEES. For Services provided by Heritage, Customer will pay Heritage an agreed upon fee, as identified by the written quotation, proposal, or other agreed upon Heritage pricing document. Heritage reserves the right to invoice Customer for additional fees if Materials do not conform to "Waste Stream Profile," or conditions specified in the Heritage quotation approval and/or written proposal. Customer's fee shall be increased to include any amounts which Heritage is required to pay to federal, state or local governments or agencies by virtue of a tax, tariff, surcharge, fee, or other charge on the transportation, storage, treatment, recyding or re-use of the described Materials. Such amounts will be invoiced to the Customer and the same shall be paid by Customer not later than thirty (45) days from the invoice date. All outstanding balances remaining unpaid thirty (45) days after the invoice date may be subject to interest at the rate of one and one-half percent (1.5%) per month or the maximum permissible under applicable law, whichever is less, starting from the invoice date and continuing until paid in full. All pricing is subject to an annual increase upon sixty (60) days written notice to Customer.

4. MATERIALS TRANSFER AND lYTLE. At the time Heritage takes possession of and removes conforming Materials from Customer's facility or at the time Heritage accepts delivery of the conforming Materials at the designated Heritage, treatment, storage or disposal facility, whichever circumstance is applicable, title, risk of loss and all other incidents of ownership to the Materials shall be transferred from Customer and vested in Heritage. In the event Materials are discovered to be nonconforming, Heritage may revoke its acceptance of the Materials. A justified revocation of acceptance shall operate to revest title, risk of loss and all other incidents of ownership back to Customer, at the time revocation is communicated in writing to Customer. Materials shall be considered non-conforming for purposes of this Agreement:

(a) If they have constituents, components or concentrations that are not specifically identified in the Waste Stream Profile, or (b) If they are not in accordance with the specifications, descriptions, or limitations stated in the quotation, approval, and/or written proposal.

Materials discovered by Heritage to be non-conforming, if they are in Heritage's possession, shall be prepared for lawful transportation and returned to Customer within a reasonable time after notice of revocation of acceptance has been communicated to Customer, unless within such time the parties agree to some lawful alternative manner of Materials disposition. Customer shall pay Heritage its reasonable expenses and charges for storing, handling, loading, transporting, preparing, and caring for non-conforming Materials returned to Customer under this paragraph.

5. CUSTOMER WARRANTIES. Customer warrants that: the description of its Materials made in the Waste Stream Profile is true and correct; Materials to be transferred to Heritage will conform to such description; containers of Materials transferred to Heritage will be labeled, marked, and otherwise be in conformance with governmental laws, regulations and orders; Customer holds clear title to all Materials to be transferred hereunder; Customer is under no legal restraint or order which would prohibit transfer of possession or title to such Materials to Heritage for transportation and storage, recyding, or disposal; Customer has,

CONFIDENTIAL Vers1-09/17/14


and will during the term hereof, communicate to Heritage those hazards and risks learned or known by the Customer to be associated with the handling, transportation, storage, disposal, recycling, re-use and disposal of the residue of the Materials; if the Materials are hazardous wastes as determined pursuant to Section 3001 of the Resource Conservation and Recovery Act or regulations thereunder, Customer has made any notifications required by Section 3010 of such Act and/or any applicable State analogue, and the Customer will comply with the pertinent regulatory requirements established pursuant to Section 3002 of the Act and regulations thereunder and/or any applicable State analogue; if the Materials are regulated under the Toxic Substances Control Act (TSCA), all necessary governmental notifications and approvals have been received to manifest Materials to the disposal facility, and the Customer will comply with the pertinent regulatory requirements established by TSCA and regulations thereunder and/or any applicable State analogue; if the Materials are, or contain, hazardous substances as defined pursuant to Section 101 (14) of the Federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, Customer will advise Heritage, in writing, prior to tendering or delivering to Heritage any vehicular load of Materials containing a reportable quantity of any hazardous substance or substances pursuant to Section 102 of said Act, specifying those hazardous substances present in a reportable quantity. Reliance by Customer on data or information provided by other parties does not relieve Customer of its responsibilities under this section. 6. HERITAGE WARRANTIES. Heritage warrants that: it understands the currently known hazards which are presented to persons, property and the environment in the transportation, storage, disposal, recycling, re-use and disposal of the residue of the described Materials; it will transport, store, arrange for the disposal or recycling of, and disposal or recycling of the residue of such Materials in full compliance with all governmental laws, regulations and orders; the approved storage, recycling and disposal facilities are licensed and permitted to store, recycle and dispose of Materials within the description of Paragraph 1. 7. INDEMNIFICATION. Heritage agrees to indemnify, save, hold harmless, and defend the Customer from and against any and all claims, liabilities, penalties, suits, forfeitures, and the expenses and costs incident thereto (including costs of defense, settlement and reasonable attorneys’ fees), which it may hereafter incur, become responsible for or pay out as a result of bodily injuries or death to any person, destruction or damage to any property, contamination or adverse effects on the environment, or any violation of governmental regulations, laws, or orders, to the extent caused by (a) any negligent act or omission or willful misconduct of Heritage, its employees or subcontractors in the performance of this Agreement or (b) Heritage’s breach of any term or provision of this Agreement. Heritage agrees to indemnify, save, hold harmless and defend Customer from and against any and all claims, liabilities, penalties, suits, forfeitures, and the expenses and incident thereto which arise pursuant to the liability provisions of the federal Comprehensive Environmental Response, Compensation and Liability Act, as amended (“CERCLA”) and State analogues which Customer incurs as a result of any conforming Materials handled by Heritage, pursuant to this Agreement, provided that: (a) Customer notifies Heritage as soon as possible after receiving any written correspondence notifying Customer of any

potential liability for which Customer believes Heritage has provided the foregoing indemnity. Heritage shall not be liable to Customer hereunder if Customer makes such notification after any deadline for responding has passed.

(b) Heritage shall have the sole right to defend against, settle, litigate, or otherwise deal with any such liabilities on Customer’s behalf.

Customer agrees to indemnify, save, hold harmless and defend Heritage from and against any and all claims, liabilities, penalties, suits, forfeitures, and the costs and expenses directly related to, (including costs of defense, settlement and reasonable attorneys’ fees), which may hereafter incur, become responsible for or pay out as a result of bodily injury or death to any person, destruction or damage to any property, contamination or adverse effects on the environment, or any violation of governmental regulations, laws, or orders, to the extent caused by (a) any negligent or willful act or omission of the Customer, its employees or subcontractors in the performance of this Agreement; or (b) Customer’s breach of any term or provision of this Agreement. Under no circumstances shall either party be responsible for consequential, indirect, incidental or special damages, including, but not limited to, loss of use or loss of profits. 8. INSURANCE. Heritage shall maintain, at its expense, during the term of this Agreement, the minimum following insurance, covering activities performed under this Agreement: COVERAGE AMOUNTS COVERAGE PER OCCURRENCE AGGREGATE (a) Pollution Legal Liability* $10,000,000 $20,000,000 (b) Contractor’s Pollution Legal Liability $10,000,000 $10,000,000 (c) Professional Liability $10,000,000 $10,000,000 (d) Commercial General Liability $ 1,000,000 $ 2,000,000 (e) Automobile Liability $ 1,000,000 No Aggregate (f) Worker’s Compensation Statutory No Aggregate (g) Employer’s Liability $ 1,000,000 $ 1,000,000

(h) Umbrella Liability $ 10,000,000 $ 10,000,000

32897

32897 * This policy provides coverage at the Heritage treatment centers.

By this Agreement, Heritage will maintain these insurance amounts; however, upon request Heritage will also provide a Certificate of Insurance to Customer.

9. INDEPENDENT CONTRACTOR. Heritage is and shall perform this Agreement as an independent contractor, and as such, shall have and maintain complete control over all of its operations, employees, and agents. Neither Heritage nor anyone employed by it shall be, represent, act, purport to act or be deemed to be the representative, employee, agent, representative, or servant of the Customer.

10. WORK ON CUSTOMER'S PREMISES. Customer agrees to provide Heritage, its employees and subcontractors a lawful and safe working environment, for work performed in accordance with this Agreement that must be undertaken on premises owned or controlled by the Customer. Heritage, its employees and subcontractors shall comply with the Customer's safety procedures while on the Customer's premises; provided that such procedures are legibly and conspicuously posted in the working area or have been delivered, in writing, to Heritage prior to the work commencing on the Customer's premises.

11. AUDITS AND INSPECTIONS. Subject to reasonable prior notice, the Customer shall have the right to audit and inspect and obtain copies, at its own expense, of all written permits, licenses, or approvals, issued by any governmental entity or agency to Heritage for transportation vehicles or vessels, containers, or disposal or recycling facilities provided by Heritage and its subcontractors and to inspect the handling, loading, transportation, storage, disposal, or recycling operations conducted by Heritage or its subcontractors in the performance of this Agreement. Such inspections and audits are encouraged by Heritage.

12. NON-SOUCITATION. In the event Heritage provides labor services under this Agreement, during the term of this Agreement and for one (1) year after the termination of this Agreement, Customer agrees and covenants not to directly or indirectly solicit, recruit, or attempt to solicit or recruit such Heritage employee(s) without the written consent of Heritage. If Heritage consents to the direct hiring of the employee by Customer, Customer agrees to pay to Heritage an amount equal to the on-site employee's annual salary.

13. EXCUSE OF PERFORMANCE. The performance of this Agreement, except for the payment of money for Services already rendered, may be suspended by either party in the event the delivery or transportation of the described Materials by Customer, or transportation, storage, disposal or recycling of such Materials by Heritage are prevented by a cause or causes beyond the reasonable control of such party. Such causes shall include, but not be limited to, acts of God, acts of war, riot, tire, explosion, accident, flood, or sabotage; lack of adequate fuel, power, raw materials, labor or transportation fadlities; governmental laws, regulations, requirements, orders or actions; breakage or failure of machinery or apparatus; national defense requirements; injunctions or restraining orders; labor trouble, strike, lockout, or injunction (provided that neither party shall be required to settle a labor dispute against its own best judgement).

14. LAW TO APPLY. The validity, interpretation, and performance of this Agreement shall be governed and construed in accordance with the laws of the State of Indiana. The Customer hereby consents to the exclusive jurisdiction of the courts of the State of Indiana and the Federal Courts, which may sit in the State of Indiana, for litigation related to this Agreement. In the event that it becomes necessary for either party to enforce the provisions of this agreement or to obtain redress for the breach or violation of any of its provisions, whether by litigation, arbitration or other proceedings, the prevailing party shall be entitled to recover from the other party all costs and expenses associated with such proceedings, including reasonable attorney's fees.

15. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties hereto relating to the Services, and supersedes any and all prior agreements, whether written or oral, that may exist between the parties regarding same and supercedes any and all terms and conditions that may be contained in any purchase orders, issued by the Customer prior or subsequent to this Agreement. Unless otherwise provided for herein, no amendments, changes, alterations, or modifications of this Agreement shall be effective unless in writing and signed by each of the parties. Any quotations provided for subsequent to the Effective Date and in addition to the Materials listed in Attachment A shall be incorporated into and bound by the terms of this Agreement.

In no event shall the preprinted terms or conditions found on any Heritage or Customer purchase order or work order be considered an amendment or modification of this Agreement, even if such documents are signed by representatives of both parties; such preprinted terms or conditions shall be considered null and of no effect.

Any notices given under this Agreement shall be in writing and delivered to the address of the respective parties below. 16. By signing this agreement Heri~~ Environmental Services, LLC also agrees to be bound by the provisions contained in the attached Addendum CP!J {Signature on next page.)

CONFIDENTIAL Vers1 -09/17/14

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the day and year first written above.

CUSTOMER:

CUSTOMER ADDRESS:

BY/ SIGNATURE:

mLE:

HERITAGE ADDRESS:

BY/SIGNATURE

mLE:

Board of Trustee• of Community College District No. 508, County of Cook and Still of Ullnoll

Charles R. Middleton, Board Chair

Heritage Environmental Services, LLC 7901 W. Morris Street Indianapolis, IN 46231

CONFIDENTIAL Versl-09117/14


ATTACHMENT A

Heritage Environmental Services, LLC

Facility Locations and Permit Information

FACILITY FEDERAL ID # DESCRIPTOR


7901 W. Morris Street

Indianapolis, IN 46231

(317) 243-0811

IND 093219012

Hazardous Waste Treatment,

Storage, & Disposal Facility


4370 W CR 1275 N

Roachdale, IN 46172

IND 980503890 Subtitle C and D Landfills


5122 East Storey Road

Coolidge, AZ 85228

AZD 081705402 Part B Permitted Facility


8525 NE 38th Street

Kansas City, MO 64161

MOD 981505555 Part B Permitted Facility

Heritage Thermal Services

1250 St. George Street

East Liverpool, OH 43920

(330) 385-7337 ext. 3068

OHD 980613541

Hazardous Waste Incinerator

Heritage Transport, LLC

7901 W. Morris Street

Indianapolis, IN 46231

(317) 486-2973

IND 058484114

USDOT #: 314460

Hazardous Waste Transporter

32897

15330 Canal Bank Rd.

Lemont, IL 60439

Phone: 630-739-1151

Fax: 630-739-9491

Internet: www.heritage-enviro.com

City Colleges of Chicago Labpack Rate Sheet

Bid# SL 1506

To whom it may concern:

Waste

QuantProduct/Common Name

Disposal Method/ Process

CodeDisposal Facility (TSD)

Billing

Rate Billing Unit Line Total

Biological Specimens Incineration/8073 HTS-East Liverpool, OH 0.92$ lb -$

Lab Pack for Incineration Incineration/8090 HTS-East Liverpool, OH 1.63$ lb -$

Brick Corrosive Metals Labpack Incineration/8090-30 HTS-East Liverpool, OH 400.00$ 5 gal drum -$

100% Treatable Labpack Treatment/PC63-10 HES-Indianapolis, IN 160.00$ 31-55 gal drum -$





Processable Aerosols Solvent Recovery/86 HES-Indianapolis, IN 194.00$ 55 gal drum -$

Mercury Containing Equipment Retort-Recovery/5863 HES-Indianapolis, IN 7.00$ lb -$

Mercury Elemental Retort-Recovery/5869 HES-Indianapolis, IN 25.00$ lb -$

Mercury Compounds Retort-Recovery/5866-10 HES-Indianapolis, IN 529.00$ 1-5 gal drum -$ Arsenic Compounds Aqueous Treatment/6063 HES-Indianapolis, IN 327.00$ 1-20 gal drum -$

-$

Stop

-$

26.00$ 26-85 gal drum -$

13.00$ 6-25 gal drum -$

8.58$ 1-5 gal drum -$

50.00$ 26-85 gal drum -$

25.00$ 6-25 gal drum -$

16.50$ 1-5 gal drum -$ -$

-$

* - Actual value will be based on the National Retail & Highway Diesel Price at the time of waste pick-up.

42.00$ Each -$

18.00$ Each -$

39.00$ Each -$

12.00$ Each -$

10.00$ Each -$

18.50$ Each -$

65.00$ Each -$

22.00$ Bag -$ 2.00$ Each -$

50.00$ /Chemist/Hour -$

PIH Box (1-gal)

30 Gallon Fiber Drum

Unknown Test ($50 minimum)

Labor

Field Chemist (on-site time)

20 Gallon Poly Drum

15 Gallon Fiber Drum

5 Gallon DOT Pail (snap on lid)

5 Gallon DOT Pail (screw lid)

Vermiculite

Materials Supplied

55 Gallon Reconditioned Poly Drum

Freight to Treatment Facility HES-Indianapolis

Freight to Incinerator HTS-East Liverpool

Total Freight ($150 freight minimum)

Diesel Fuel Surcharge estimated @ 13% of Total Freight*

April 5, 2016

Heritage Environmental Services, LLC (Heritage) would like to thank you for the opportunity to provide this quote for your waste disposal needs. Heritage chemists will labpack the waste using the appropriate treatment methods while also packing in the most cost efficient manner for the customer.

Disposal Cost

Energy Surcharge @ 7% of Total Disposal Cost

Transportation

Truck Fee Dependent on Site: Daley College Physical Sciences (2 chemists) $200; Daley College Physical Sciences (1 chemist) $75; Harold Washington College $275; Kennedy King College (2 chemists) $225; Kennedy King College (1 chemist) $115; Malcom X College Physical Sciences $250; Olive Harvey College (2 chemists) $275; Olive Harvey College (1 chemist) $75; Truman College $300; Wilbur Wright College $220

1 of 2 (Pricing Worksheet)

32897

85.00$ /Person/Day -$

1)

2)

3)

4)

5)

6)

1-5gal 25%, 6-20gal 40%, 21-40gal 75%, 41-55gal 100%, 56-85gal 150%, 86-110gal 200%

7) All containers will be subject to the following minimum charges:

8) Invoices will reflect actual waste volumes shipped and time/materials expended.

9)

10)

11)

Sincerely,

CONDITIONS/STIPULATIONS OF PRICING

All containers must comply with all D.O.T. shipping standards and rules or additional charges will apply;All waste must comply with the Parameters for each Product Code above.

Disposal pricing and acceptance are contingent upon final approval by Heritage's Technical Approvals Group;Heritage ships waste direct to the TSDF most appropriate for the final treatment/disposal method. Facility determination will be at Heritage's discretion. This project may require multiple shipping papers.

Prices quoted per pound will reflect the gross container weight as scaled at the time of receiving;

Product Code 63-10: 100% Treatable LabpackMust be packed by a Heritage Chemist. Drums will consist of inner containers of small quantity chemicals 5 gallons or less in size. All containers must be labeled with chemical name and packed according to HES Labpack Guidelines, compatability and DOT regulations. Must be shipped with a content sheet including all chemicals within each drum. HES is responsible for final approval of each drum based on content sheets. This wastestream will be designated for material that can be treated at the Indianapolis facility by means of fuel blending, aqueous treatment, or cyanide destruction. This includes inorganic acids, inorganic bases, soluble cyanides, paint related materials, inorganic metal compounds and solutions, and non-reactive oxidizers.

This proposal is valid for Sixty (60) days. Heritage Environmental Services, LLC. Terms and Conditions do apply for

this project. Should there be any questions, comments, or concerns, please feel free to call at your earliest convenience.


Breanna Zamorski

Technical Services Project Manager

55 Gallon Drum prices will be prorated as follows:

Non Incinerables: $50 per drum, $150 per pallet (86/7013-7085)Mercury (5863/5869) $195Direct Incinerables: PC 8073: 5gal $75, >5gal metal $145; >5gal non-metal $120Direct Incinerables (PC 8090/8092): 1-5gal reactive $75, 1-5gal non-reactive $57, 6-10 gal $63, 11-20gal $69, 21-30 gal $75, >30 gal metal $145, >30 gal non-metal $120

See RFP for additonal AssumptionsFor regular, non-emergency, labpacks. An e-mail should be sent to Breanna Zamorski at [email protected] to complete the scheduling process. Heritage will provide available dates for labpacks upon request.

For emergency labpacks that require attention of less than 3 business days, please call Breanna Zamorski at (502)287-9544. If there is no answer, e-mail the request to both Breanna Zamorski and Marlo Tubongbanua at [email protected] and [email protected]. Emergency labpacks that require 24-hour notice or less will be charged 135% of the normal rates above.

Valves must be operable, Manufacturer label or stencil required, must be undamaged/non-leaking, and cylinder form must be completed prior to shipment.

Product Code 8090: Incinerable Labpack

Must be packed by a Heritage Chemist. Drums will consist of inner containers of small quantity chemicals 5 gallons or less in size. All containers must be labeled with chemical name and packed according to HTS Labpack Guidelines, compatability and DOT regulations. Must be shipped with a content sheet including all chemicals within each drum. Heritage Thermal Services is responsible for final approval of each drum based on content sheets.

Product Code 86: Processable Aerosols

Must not contain halogens, pesticides or foams.

Product Codes 7013-7085: Compressed Gas Cylinders

Product Code 8073: Biological SpecimensGenerator must complete a Noninfectious certification form, certifying that the specimens are not considered infectious per OAC Chapter 3745-27-01(I) that characterize infectious waste per the Ohio EPA. There should be no more than 2.5 gallons of free liquid in the container.

Product Code 8090-30: Alkali Metal Labpack

Must be packed by a Heritage Chemist. Must be <1 pound of metal per outer container. Metal must be under an approved dry oil.

PPE-Level C (only for unknown testing and certain jobs where deemed necessary)

Parameters

2 of 2 (Pricing Worksheet)

32897

S:\LEGAL\3. Agreements_Contracts\Administrative Services\Heritage Environmental Addendum.docx 1

ADDENDUM

This Addendum is hereby incorporated and made a part of the Agreement between Heritage Environmental Services (“Heritage”) and the Board of Trustees of Community College District No. 508 (“Board”).

In addition to the terms and conditions set forth in the executed agreement between the parties, the following terms and conditions also apply to this agreement:

a. Contingent Liability Pursuant to Section 7-14 of the Illinois Public Community College Act, all payments hereunder, including the Fee, shall be subject to the appropriation and availability of funds of Institution. If funds are not appropriated by the Institution for the Fee during any fiscal period, this Agreement shall terminate, without need for notice, on the earliest of the last day of the fiscal period for which sufficient appropriation was made or when the funds appropriated for payment under this Agreement are exhausted. The Institution shall not be obligated to make any payments in the event of non-appropriation.

b. Ethics Policy Heritage agrees to comply with the Board’s Ethics Policy with any amendments adopted thereafter. A copy of the Board’s Ethics Policy can be found at www.ccc.edu.

c. Inspector General Heritage shall have the duty to cooperate with the Board’s Inspector General in any investigation conducted pursuant to the Inspector General’s authority under Article 2, Section 2.7.4(b) of the Board Bylaws. A copy of the Board Bylaws can be found at http://ccc.edu/departments/Documents/Bylaws.pdf

d. Conflicts. In the event of a conflict between the provisions of this Agreement and the provisions of this Addendum, the provisions of this Addendum shall control.

32897

http://ccc.edu/departments/Documents/Bylaws.pdf