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Service Solicited - 2025 - Clean Earth Environmental Solutions Inc. - Household Hazardous WasteCleanEarth QUOTE - PROPOSAL February 21, 2025 Eric Ziegenfuss City of Eagle 660 E Civic Lane Eagle, ID 83616 Re: City of Eagle HHW Collection Events (Ada County) Dear Eric Ziegenfuss, Thank you for providing Clean Earth Environmental Solutions, Inc. (Clean Earth) the opportunity to service your waste management needs. Clean Earth is a leading provider of environmental and regulated waste management solutions. As an industry leader, we provide a strengthened infrastructure and a broad portfolio of services for customers who generate regulated waste in virtually any industry. Customers receive innovative and sustainable solutions that safeguard the environment, protect people and keep their organizations compliant. We look forward to extending our services to your company. Based upon the information you have provided to Clean Earth, the services to be provided are outlined as transportation and disposal services, which can include hazardous waste, pharmaceutical waste, universal waste, lab packs, and other waste handling services. Additionally, other items may apply such as labor and equipment to prepare the waste for shipment and UN approved packaging and supplies for compliant transportation and handling. Please see the below pricing schedule: Clean Earth appreciates the opportunity to provide this proposal and we are looking forward to being of service. Please feel free to contact me at 714-714-8596 to discuss this proposal. This proposal must be signed within 45 days of receipt; otherwise a new quote will be reissued. CleanEarth CONFIDENTIAL Page 1 of 7 CleanEarth Pricing Details: Reference Appendix B - HHW Mobile Collection Site Fee Schedule Assumptions and Conditions: 1. This section and the terms and conditions apply to this quote. 2. The disposal pricing as listed above is based on the information provided and will be confirmed following receipt of a completed waste profile. All pricing is pending profile approval and/or waste sample analysis. Clean Earth further reserves the right to adjust, without prior notification, the fees or rates herein to account for operational changes implemented to comply with changes in law, rules, regulations, permits, licenses or approvals, or to cover increases in the cost of fuel, insurance, residue disposal, record keeping or to otherwise address cost escalation. 3. For a complete list of process code specifications, visit: https://www.cleanearthinc.com/sites/default/files/Process-Specifications.pdf 4. A minimum charge of $350 applies to the invoice. 5. Transportation, labor and equipment is portal to portal, and requires a four-hour minimum unless otherwise specified. 6. Unless otherwise specified, transportation rates include one hour of loading at the customer facility. Demurrage rates will apply after one hour and will be billed in 15-minute increments. 7. All invoices are subject to applicable Federal, State, and local taxes & fees as well as an Energy & Insurance recovery charge tied to the National monthly average price for diesel fuel as published by the Department of Energy. https://www.cleanearthinc.com/energy-and-insurance-fees/ CleanEarth CONFIDENTIAL Page 2 of 7 CE (Quote)— Proposal wTCs v23 CleanEarth Non-S ecified Container Conversions Conversion Table Notes Size ConversionContainer These conversions will apply to all disposal and 1-5 gallon 35% transportation items priced per container unless quoted separately • Numbers are expressed as a factor of a 55-gallon drum 6-15 gallon 50% 16 30 gallon 75% (e.g., 55-gallon price x 3546 =sell price) The greater of the conversion factor or location container 31-55 gallon 1 x minimum of $40 will be applied unless quoted a different 85 gallon 1.5x rate. Some waste may have a different, typically lower, mI[ imum which is reflected on the Non -Standard Cubic Yard Boxes 4x 250/275-gallon totes 5x Minimum table below. 330/350-gallon totes 6x Per Pound Standard Minimums Common Containers' Lab Pack Containersz Light Weight Containers3 Container 5 or less 50 Ibs 25 Ibs 30 Ibs 6 - 15 125 Ibs 50 Ibs 75 Ibs 16 - 30 175 Ibs 110 Ibs 100 Ibs 31 - 55 250 Ibs 250 Ibs 150 Ibs 56 - 85 400 Ibs 300 Ibs 275 Ibs Cubic box 525 Ibs 550 Ibs 500 Ibs Tote (<300 gal) I 19SO Ibs -- -- 1. Excludes Lab Pack and Light Weight items 2. Includes: LF06, STAB06-6, series of codes for INC14, INC15 & WAT16 3. Includes: AR 7, INC01, INCO2, INC16 4. All other container sizes are case by case (CBC) Non -Standard Minimums Container• - Code $25 REC51-3 $5 REC60, REC61, REC62, REC63, REC64, REC65 RECO2-xx series and $10 REC05 $15 LF04, REC06, REC27 REC11, REC11-1, REC12, REC16, REC19, REC24, $25 REC42, REC44, REC50, REC55 $50 REC09, REC09-1 Please Note: The greater of the disposal minimum or $40 per container will be charged unless quoted otherwise. Ancillary Charges Item Code UOM Price Profiling <24 Hour URGENT Profile Fee Off SpecDiscrepancy Rejection Fee ADMPRORU ADMREJECT Each Each $155 $77 Manifest Discrepancy/Paperwork Error ADMMAN Each $77 Off Spec/Discrepant - Storage Fee Transportation, Labor,• Other e-Manifest Administration Fee (per manifest) ADMSTOR ADMMANFFF Day Each $26 $25 Minimum Invoice Amount --- Per Invoice $350.00 Demurrage, after 1-hour loading TRADMDEM Hour $127 Scheduled Pickup Cancellation ADMCAN Each $155 Repacking/Overpacking Fee ADMREPK Each $155 Overpack Handling Fee ADMOVPK Each $52 CleanEarth CONFIDENTIAL Page 3 of 7 CE (Quote) - Proposal w; _ CleanEartho This Services Agreement ("Agreement") is entered into which the effective date shall be the date of the last signatory hereto, (the "Effective Date") by and between Clean Earth Environmental Solutions, Inc., a Delaware Corporation by and through its subsidiaries or affiliates ('Clean Earth"), located at 933 First Avenue, Suite 200, King of Prussia, PA 19406, and City of Eagle, a municipal corporation ("Customer"), located at 660 E Civic Lane, Eagle ID 83616. 1. Sole Terms. All Services, defined below, provided by Clean Earth to Customer are subject solely to the terms contained herein and any addenda agreed to by the parties in writing and attached hereto (collectively, the "Agreement"). This Agreement supersedes any and all prior or contemporaneous quotes relating to those services identified in this Agreement, whether oral or written. No term or condition on Customer's purchase order or any other instrument, agreement or understanding shall be binding upon Clean Earth unless agreed to by the parties in writing, provided that in the event of a conflict the terms of this Agreement shall prevail. z. Clean Earth Services. Upon the issuance of a service order, price sheet, statement of work, manifest, proposal, quote or other similar document (collectively, a "Service Schedule"), Clean Earth will provide Customer the services described therein (the "Services"), which are specifically incorporated and made part of this Agreement. This Agreement is not exclusive and does not constitute an output or requirements contract. Customer shall review all documentation prepared by Clean Earth and confirm the accuracy of such documentation. Notwithstanding Clean Earth's preparation of documentation or signature thereon, Customer acknowledges that Clean Earth, as the authorized agent, is not the legal generator of the waste stream(s) and does not assume the Customer's liability as a generator. The Customer is the generator of the material and is not released from liability as generator. s. Service Fee. Customer agrees to pay Clean Earth for the performance of the Services at the fees or rates set forth in a Service Schedule, or, if not specified therein, at Clean Earth's standard fees or rates for such Services at the time the Services are rendered. Clean Earth reserves the right to adjust the amount of each Service Fee from time to time, in its sole discretion. Additionally, Clean Earth may adjust the contract price to account for operational changes it implements to comply with changes in law, rules, regulations, permits, licenses or approvals, or to cover increases in the cost of fuel, insurance, disposal, record keeping or to otherwise address cost escalation. Clean Earth shall have the right to terminate the Agreement or refuse to provide any services to Customer for which Customer rejected the adjusted fees or rates. All invoices are subject to applicable Federal, State, and local taxes & fees as well as an Energy & Insurance recovery charge tied to the National monthly average price for diesel fuel as published by the Department of Energy. https://www.cleanearthinc.com/energy-and-insurance-fees/. Any payments made by credit card may be assessed a service fee, where permitted by law. 4. Payment Terms. Customer agrees to pay the Service Fee and all other amounts due within 30 days of the date of the invoice. Any payments not received by Clean Earth on the due date will be subject to an interest charge on the unpaid balance of 1.5% per month (or the maximum amount allowed by law). If Customer does not pay Clean Earth's invoices in full within thirty (30) days of receipt of the invoice, Clean Earth may immediately suspend further performance of any or all Services and/or withhold any and all materials, labor, work or data from Customer until full payment is made. All payments must be in immediately available U.S. funds, payments made by credit card may incur additional fees, to the extent permitted by law. In addition to Clean Earth's charges for services and products under this Agreement, the Customer shall pay all taxes or other fees imposed or levied by any governmental authority with respect to such services or products. These taxes include all sales, use, excise, occupation, franchise and similar taxes and tax -like fees and charges (but do not include any taxes on Clean Earth's net income). Clean Earth shall cooperate with the Customer to determine the applicability of any exemption certificates that the Customer provides to Clean Earth in a timely manner. s. Term of the Agreement. The term of this Agreement shall commence on the Effective Date and shall continue in effect for thirty-six (36) months or until terminated in accordance with Paragraph 6 below ("Initial Term"). After the Initial Term, this Agreement will automatically renew for successive renewal terms ("Renewal Term") equal in length to the Initial Term unless either party gives written termination notice at least thirty (30) days before expiration of the Initial Term or any subsequent Renewal Term. Either parry may terminate this Agreement at any time for any reason with thirty (30) days' prior written notice. If Services are not requested for a period of twelve (12) consecutive months, this Agreement may be terminated immediately at the discretion of Clean Earth. On termination by either parry, Customer will immediately pay Clean Earth all outstanding balances for Services performed by Clean Earth prior to termination of the Agreement (along with all other monies due to Clean Earth). CleanEarth CONFIDENTIAL Page 4 of 7 CE (Quote) - Propu; _.: -- -. - CleanEartho s. Default & Early Termination for Cause. Either party may immediately terminate this Agreement if the other parry fails to cure its breach of this Agreement within 30 days following receipt of written notice of such breach. Notwithstanding anything to the contrary, in the event that Customer fails to pay any amounts owing under this Agreement when due, including by reason of bankruptcy or insolvency, Clean Earth may immediately suspend Services or cancel this Agreement in its entirety in its sole discretion. 7. Excused Performance. No party shall be liable or responsible to the other parry, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent such failure or delay is caused by or results from circumstances, conditions or events beyond the impacted party's ("Impacted Parry") reasonable control, including, without limitation, the following circumstances ("Force Majeure Event(s)"): (a) acts of God; (b) flood, fire, windstorm, earthquake, hurricane, tsunami, pandemic, epidemic or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, sabotage, riot or other civil unrest; (d) action of a governmental authority (including, but not limited to, a government order, revocation of permits, lockdown, curfew, and changes in applicable laws, regulations, rules or administrative practices of any governmental authority); (e) embargoes or blockades; (f) national, regional, state or local emergency; (g) strikes, labor shortage, stoppage or slowdowns, or other industrial disturbances; (h) shortage and/or closure of disposal or transportation facilities; (i) supply chain disruption impacting availability or price of supplies and/or equipment necessary for performance of this Agreement, and Q) other events beyond the reasonable control of the Impacted Parry. In the event of a shortage or unavailability of labor, disposal, supplies, equipment, or transportation facilities necessary to perform the Services ("Resources"), the Impacted Party may, without obligation to obtain or utilize Resources from any other sources, allocate available resources among its customers in a manner and amount that in its sole discretion is fair and reasonable and may, without liability to the other party, decline to provide Services until such time as the shortage or unavailability is abated. a. Customer Warranties. Customer shall comply with all applicable federal, state and local laws, rules and regulations ("Applicable Laws") and obtain and maintain throughout the term of this Agreement all permits, licenses and other forms of documentation required in order for a customer to comply with such Applicable Laws. Customer agrees to provide MSDS sheets, if available, for each waste related to the Services, on which Sheet there is an accurate and complete description, and which advises Clean Earth of the hazards and risks presented to persons, property or the environment when exposed to the waste. Customer shall tender only Wastes under this Agreement which conforms to the information provided and Customer represents that it has no knowledge of any constituent or component not specifically identified in the applicable waste profile sheet that increases the nature or the extent of the hazard or risk. If Clean Earth determines that any unit of waste received from Customer is non -conforming for any reason, Clean Earth may deem all waste that is tendered or accepted at the same time as the non -conforming unit to be non-conformingfor the same reason. Clean Earth may, in its sole discretion, reject or revoke acceptance of all non -conforming waste or except for processing all or any part of such waste. If Clean Earth accepts non -conforming waste, Clean Earth shall process the waste at its then prevailing rates. s. Limitation of Liability. Clean Earth's cumulative, aggregate liability for any reason under any and all legal theories is limited to monetary damages not to exceed the lesser of: (i) Customer's actual damages, or (ii) the total aggregate amount paid by Customer to Clean Earth for the Services in the month before such liability is assessed or the month before termination of the Agreement, whichever is earlier. NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSSES, OR FOR LOST PROFITS OR BUSINESS OPPORTUNITIES OR THE COST OF PROCUREMENT OF SUBSTITUTE ITEMS OR SERVICES, UNDER ANY LEGAL THEORY. lo. Indemnification, Attorney Fees & Collection Costs. To the extent permitted by law, Customer shall indemnify, defend and hold harmless Clean Earth and its parents, subsidiaries, affiliates, successors and assigns, and each of their respective shareholders, members, officers, and directors, from all losses, liabilities, damages, claims, penalties, fees, expenses, judgments and costs (including reasonable attorneys fees and costs) (collectively, "Damages"), resulting from Customer's actual or threatened breach of this Agreement or its negligence or willful misconduct. Customer shall be responsible for all costs of collection hereunder, including reasonable attorney fees and court costs. CleanEarth CONFIDENTIAL Page 5 of 7 CE(Quote)- Proposal w:.. ;:: Docusign Envelope ID: D6C57A34-A667-4A91-8F19-3E9E18946CFB CleanEarthe 11. Miscellaneous. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State in which the Services are rendered, without regard to the conflict of laws principles thereof. The failure of either party to insist upon the performance of any provision of this Agreement, or to exercise any right or privilege granted to that party under this Agreement, will not be construed as waiving that provision or any other provision, and the provision will continue in full force and effect. If any provision is found to be illegal, invalid, or otherwise unenforceable by anyjudicial or administrative body, the other provisions will not be affected and will remain in full force and effect. Provisions herein which by their very nature are intended to survive termination or cancellation of this Agreement will survive such termination or cancellation, including without limitation Paragraphs 9 (Limitation of Liability) and 10 (Indemnification, Attorney Fees & Collection Costs). Any notices to be given to Clean Earth hereunder shall be sent by "Certified Mail, Return Receipt Requested" or overnight courier to Clean Earth at 933 First Avenue, Suite 200, King of Prussia, PA 19406, Attn: Legal, with a copy to: cecontracts@harsco.com. This Agreement may be signed on counterparts which together shall form one and the same Agreement. This Agreement may be signed and delivered by electronic signature and shall have the same force as signed manually. The parties intendingto be legally bound, do hereby execute this Agreement as of the date below and represent that the individuals executing this Agreement have the authority to bind their respective entities. Between: Clean Earth Environmental Solutions, Inc. r11yw 4 DloAcuSSi'gned by. tv.�.,vr� Y n Signature: Name: Jennifer Wagner Title: sales Manager Date: 03/18/25 1 5:56 PM EDT And: City of Eagle Signature: Name: Title: Date: CleanEarth. CONFIDENTIAL Page 6 of 7 CleanEarthe ii. Miscellaneous. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State in which the Services are rendered, without regard to the conflict of laws principles thereof. The failure of either parry to insist upon the performance of any provision of this Agreement, or to exercise any right or privilege granted to that party under this Agreement, will not be construed as waiving that provision or any other provision, and the provision will continue in full force and effect. If any provision is found to be illegal, invalid, or otherwise unenforceable by anyjudicial or administrative body, the other provisions will not be affected and will remain in full force and effect. Provisions herein which by their very nature are intended to survive termination or cancellation of this Agreement will survive such termination or cancellation, including without limitation Paragraphs 9 (Limitation of Liability) and 10 (Indemnification, Attorney Fees & Collection Costs). Any notices to be given to Clean Earth hereunder shall be sent by "Certified Mail, Return Receipt Requested" or overnight courier to Clean Earth at 933 First Avenue, Suite 200, King of Prussia, PA 19406, Attn: Legal, with a copy to: cecontracts@harsco.com. This Agreement may be signed on counterparts which together shall form one and the same Agreement. This Agreement may be signed and delivered by electronic signature and shall have the same force as signed manually. The parties intending to be legally bound, do hereby execute this Agreement as of the date below and represent that the individuals executing this Agreement have the authority to bind their respective entities. Between: Clean Earth Environmental Solutions, Inc. Signature: Name: Title: Date: And: City of Eagle Signature: � Name: Q ' e.' Title: MP-lAoZ Date: 2'2(D IZ r, CleanEarth CONFIDENTIAL Page 6 of 7 Docusign Envelope ID: D6C57A34-A667-4A91-8F19-3E9E18946CFB CleanEarthe Appendix B HHW Mobile Collection Site Fee Schedule CleanEarth• CONFIDENTIAL Page 7 of 7 APPENDIX B - HHW Mobile Collection Sites Fee Schedule The Contractor shall provide pricing for the operation of the Collection Sites by incorporating all applicable costs for acceptance, handling, processing, and transporting HHW materials received at the Collection Site incorporated herein to the Ada County Landfill (ACLF), located at 10300 N Seaman's Gulch Rd, Boise, ID 83714. Packing and disposal costs are paid by Ada County and not included in the mobile site cost to jurisdictions. Each Jurisdiction receiving HHW Mobile Collection Services will be responsible for executing an agreement with the Contractor to facilitate payment to the vendor for all costs incurred for the operation of each respective Collection Site. The Jurisdiction is aware operating costs may vary throughout the contract term and amendments to the service agreement may be required. The Contractor will be required to provide sufficient documentation and records as determined by the Jurisdiction to warrant an amendment to the service agreement. Any amendment to the service agreement must be mutually agreed upon in writing between the Jurisdiction and the Contractor. Exact site locations may change but will all be located within Ada County. Approx. Average number of Mobile Site Total distance How Cost for One Approx. between many Any additional Staff dedicated to staff needed per Mobile Site Month of Service Site Responsible monthly site & trucks Transportation truck fees Total Truck mobile sites: mobile site: Total Staff Supplies (Monthly (Truck, Staff, Address Jurisdiction Frequency occurren ACLF needed Cost Per Mile (Monthly Cost per hour Working a 10-hr (Monthly Cost) Cost) Supplies) shift ce miles Cost) Technician Chemist Technician Chemist 3240 klaho City of Boise 4. 1 16.1 Trucks per SO,00 207,50 per truck per S415 $42,50 S42.50 1 1 $850.00 20 per person per day $1,305.00 HWY 21 Wednesday 3vent vent Truck Rental Fee PE 2515 S City of Boise 1•, 1 11.7 Trucks per $0.00 207.50 per truck per S415 S42.50 S42.50 2 1 $1,275.00 20 per person per day $1,750.00 Five Wednesday vent vent (Truck Rental Fee) PE Mile Rd 12065 W City of Boise 1•1 Tuesday 1 g Z Trucks per $0.00 207.50 per truck per S415 $42.50 $42.50 1 ] $850.00 20 per person per day $1,305.00 McMillan Rd vent vent Truck Rental Fee PE 7557 W City of Boise 2n° Tuesday 1 5.6 Trucks per $0.00 207.50 per truck per 415 $42.50 2.50 1 1 $850.00 20 per person per day $1,305.00 Ustick Rd vent vent ruck Rental Fee PE 711 N City of Boise P1 & 3^1 2 9.3 Trucks per $0.00 07.50 per truck per 830 $42.50 S42.50 1 1 $1,700.00 20 per person per day $2,570.00 Mountain Thursday vent vent (Truck Rental Fee) IPE Cave Rd 1653 S Vista City of Boise 4- Tuesday 1 11 Trucks per $0.00 207.50 per truck per S415 942.50 S42.50 1 ] $850.00 20 per person per day $1,305.00 Ave vent vent ruck Rental Fee PE 4821 W City of Boise 316Tuesday 1 9.5 Trucks per $0.00 07.50 per truck per 15 42.50 2.50 ] 850.00 20 per person per day $1,305.00 Franklin St vent ent Truck Rental Fee)PE 11101 W City of Boise 4- Thursday 1 9.3 Trucks per 07.50 per truck per 15 2.50 2.50 1 1 850.00 20 per person per day $1,305.00 Executive Or vent ent Truck Rental Fee PE 2230 W City of Every Monday 4 14.9 Trucks per E12 07.50 per truck per 1,660 2.50 2.50 1 5,100.00 20 per person per day $6,820.00 Franklin Rd Meridian vent ent Truck Rental Fee PE 3064 W City of 2- 1 12.3 Trucks per 0.0007.50 per truck per 207.50 2.50 42.50 I 425.00 20 per person per day $672.50 Maha or Meridia Thursday vent ..ent (Truck Rental Fee) PE n (Odd months) 2121 E Lake City of 2n° 1 16.4 Trucks per SO.00 S207.50 per truck per $207.50 S4150 $42.50 1 1 $425.00 S20 per person per day $672.50 Hazel Rd Meridia Thursday vent event (Truck Rental Fee) PPE n (Even months) 1980 W State City of Eagle 2"" 1 6.4 , Trucks per 0.00 $207.50 per truck per S103,75 42 50 S42.50 1 1 $212.50 S20 per person per day $356.25 St Eagle eWdnesd, event event (Truck Rental Fee) PPE h r' ,r uary. Jul • & October Kuna City City of Kuna / Quarterly 1 23.9 2 Trucks per $0,00 207.50 per truck per $103.75 42.50 S42.50 1 ] $212.50 20 per person per day $356.25 Park E J&M Event event (Truck Rental Fee) PPF Stagecoac Sanitation h Way Kura *Clean Earth is proposing the use of 2 trucks that will be utilized to service the participating Jurisdiction's Mobile Collection Services. Since the Jurisdictions receiving HHW Mobile Collection Services will be responsible for all costs incurred for the operation of each respective Collection Site (with the exception of packing and disposal costs, as those will be paid by Ada County), the Jurisdictions collectively will be responsible for covering the total monthly truck rental charge of $6,000/month. In an effort to fairly divide this cost among the participating Jurisdictions, and based on the mobile collection site frequency outlined in "APPENDIX B- HHW Mobile Collection Sites Fee Schedule', Clean Earth has provided a monthly charge. If the Jurisdictions wish to make changes to the proposed frequency, Clean Earth is happy to negotiate revised rates in order to fairly disperse the total monthly truck rental fee.