Agenda Item
i. Contract ~ Cooperative Agreement ~ OMNIA Partners Cooperative Contract #2023.003937 ~ Clean Harbors Environmental Services, Inc. ~ Hazardous and Medical Waste Disposal (Not to exceed $2,000,000)
Summary: Presented by: Mr. Erick Hofstetter, Chief Operating Officer, Division of Operations
Request: It is requested that the DeKalb County Board of Education (“the Board”) approve the use of the cooperative agreement - OMNIA Partners Cooperative contract# 2023.003937 through Clean Harbors Environmental Services for the disposal of hazardous waste (hazmat) in the amount not-to-exceed (Not to exceed $2,000,000).
Why: Approval of the use of the Cooperative Agreement with Clean Harbors Environmental Services through the OMNIA Partners contract will provide the necessary services to support the District’s hazmat disposal requirements. By utilizing this agreement, DeKalb County School District (‘DCSD’) will have access to the fixed pricing that has been competitively solicited and awarded.
Details: The Division of Operations is requesting approval to utilize the OMNIA Partners Cooperative contract# 2023.003937 through Clean Harbors Environmental Services to support the district’s hazardous materials (Hazmat) disposal needs. This contract offers a comprehensive solution that ensures the safe, compliant, and efficient removal of hazardous waste in accordance with local, state, and federal regulations.
Leveraging this cooperative agreement provides several key benefits to the DeKalb County School District:
Cost Efficiency: The contract includes pre-negotiated, fixed pricing that reflects volume-based discounts and market-competitive rates, allowing the district to realize immediate cost savings without the need for a time-consuming, duplicative procurement process.
Regulatory Compliance: Vendors selected through OMNIA contracts are vetted to ensure they meet stringent regulatory requirements for hazardous waste handling, transportation, and disposal, thereby reducing the district’s liability and ensuring full environmental compliance.
Operational Readiness: Utilizing this contract allows the Facilities and Maintenance Department to respond promptly to disposal needs across the district, minimizing interruptions to instructional and operational activities.
Administrative Efficiency: The cooperative nature of the OMNIA contract streamlines procurement and administrative processes, enabling staff to focus on core operational priorities while maintaining full procurement integrity.
The contract between OMNIA Partners and Clean Harbors Environmental Services is an initial five (5) year agreement from December 1, 2023, through December 1, 2028, with five (5), one (1) year optional renewals through December 1, 2033.
Per Article 2 of the Clean Harbors Environmental Services Contract between DeKalb County School District and Clean Harbors, it is effective for one (1) year with one (1) year renewal periods and a termination notice of 30 days. The Agreement is effective from the final execution date by the last party, through June 30, 2026.
Financial impact: The budget for hazmat services will be allocated from General Fund charge not to exceed $2,000,000.
GL Code: 100.2600.530000.00011.7520.9990.8010.040.0000
Contact: Mr. Erick Hofstetter, Chief Operating Officer; Division of Operations, 678.676.1475
Mr. Keith Singleton, Director of Business Services Department, Division of Operations, 678.676.1422
Effective: Upon Board Approval
Status: Approved by the Office of Legal Affairs
ENVIRONMENTAL SERVICES AGREEMENT
This Environmental Services Agreement (“Agreement”) is made this ___ day of _________
20___, (“Effective Date”) by and between _______________________, with an address of
___________________________________, and its affiliates and subsidiaries (“Customer”), and
Clean Harbors Environmental Services, Inc., with an address of 42 Longwater Drive, P.O. Box
9149, Norwell, MA 02061-9149, and its affiliates and subsidiaries (“Clean Harbors”).
WHEREAS, Customer desires to engage Clean Harbors to provide certain Services and
Customer and Clean Harbors desire to establish the terms and conditions pursuant to which such
Services will be provided.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and
for other good and valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, the parties agree as follows:
Article 1. Services
This Agreement shall govern all Services provided by Clean Harbors to Customer including,
but not limited to, site remediation services, field services, industrial maintenance services,
lab pack and waste transportation and disposal services (individually and collectively
referred to herein as “Services”). Services performed under this Agreement shall not include
emergency response services, except to the extent the parties have agreed to and executed an
Emergency Response Rider. This Agreement shall not obligate Clean Harbors to provide
Services but shall govern all orders for Services issued by Customer and which are accepted
by Clean Harbors. In the case that Customer wishes to procure Emergency Response
Services, Customer acknowledges, agrees and accepts the terms and conditions in the
Emergency Response Rider, attached hereto as Exhibit A. Emergency Response Services
shall be expressly subject to the Emergency Response Rider.
Clean Harbors and Customer agree that each party’s franchisees, licensees, affiliates and
subsidiaries (each a “Participating Entity”) shall have the right become a party to the
Agreement in order to perform or procure Services hereunder. If a Participating Entity
wishes to perform or procure Services, the Participating Entity shall be bound by the terms
and conditions of this Agreement. There shall be no joint and several liability by and among
Clean Harbors, Customer or any Participating Entity. Clean Harbors, Customer and any
Participating Entity shall be solely responsible for their respective rights, liabilities and
obligations related to this Agreement. The term of any agreement with any Participating
Entity shall not extend beyond the expiration or earlier termination of this Agreement.
If Services are being performed in Canada, the parties agree that payment shall be made in
CAD, and Section 11(L) shall be deleted and replaced with the following:
“The validity, interpretation and performance of this Agreement shall be
governed and construed in accordance with the Laws of the province in
which the Services are performed for any disputes arising under this
Agreement.”
Page 1 of 9
OGC/Rev 06/2021
Article 2. Term and Termination
This Agreement shall commence on the Effective Date and continue for a period of one (1)
year and continue for one (1) year periods thereafter (“Term”), provided, however, that
either party may terminate this Agreement at any time upon thirty (30) days prior written
notice to the other party.
Article 3. Price and Payment Terms
A. The payment terms set forth herein are contingent upon the approval of Clean Harbors’
credit department. In the event of a change in Customer’s financial condition, Clean
Harbors reserves the right to alter, change, or modify payment terms, and to
immediately stop work. The failure of Clean Harbors to exercise its rights under this
article at a given time shall not constitute a waiver of Clean Harbors’ continuing right
to do so.
B. Clean Harbors and Customer shall agree upon the price for Services to be performed
hereunder prior to the commencement of the Services by Clean Harbors. In the event
Customer terminates this Agreement prior to the completion of Services, Customer
shall pay Clean Harbors for Services performed through the date of termination, plus
reasonable demobilization charges.
C. Payment terms shall be net thirty (30) days from the date of invoice. Interest will be
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
costs (including costs incurred in any bankruptcy or insolvency proceeding) incurred by
Clean Harbors to collect any payments due under this Agreement, including reasonable
attorneys' or collection agency fees.
D. Clean Harbors may increase pricing upon thirty (30) days written notice to the
Customer.
E. Customer hereby assigns to Clean Harbors all rights to any insurance payments that
Customer may be entitled to receive for the Services provided under this Agreement
and hereby authorizes its insurance company or agent to pay Clean Harbors directly.
Article 4. Waste Transportation and Disposal
A. During the term of this Agreement, Customer may, from time to time, provide to Clean
Harbors certain waste materials. Waste materials to be handled pursuant to this
Agreement shall be agreed upon in writing, in advance, by Clean Harbors and Customer.
At the time Customer requests the Services of Clean Harbors, Customer shall provide a
waste profile sheet or similar document (“Waste Profile”) to Clean Harbors completely
and accurately describing the waste materials and their characteristics. Upon approval by
Clean Harbors, the Waste Profile shall be incorporated into and become a part of this
Agreement. Waste materials that conform to an applicable Waste Profile shall be
Page 2 of 9
OGC/Rev 06/2021
referred to herein as “Conforming Waste.”
B. Title, risk of loss and all other incidents of ownership to the Conforming Waste shall be
transferred from Customer to Clean Harbors at the time Clean Harbors takes possession
of and removes Conforming Waste from the place of transfer, or at the time Clean
Harbors accepts delivery of the Conforming Waste at its treatment, storage, and disposal
facility, whichever is applicable.
C. Waste materials which are discovered to be Non-Conforming Waste may be rejected by
Clean Harbors. 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: (1) 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 waste
materials with such undisclosed constituents, characteristics or properties.
D. Waste materials discovered by Clean Harbors to be Non-Conforming Waste, if in Clean
Harbors possession, shall be prepared for lawful transportation by Clean Harbors and
returned to Customer within a reasonable time after rejection by Clean Harbors, unless
the parties agree to an alternative and lawful manner to dispose of the Non-Conforming
Waste. Customer shall pay Clean Harbors at agreed rates for the handling, loading,
preparing, transporting, storing, caring for and, if applicable, disposing of such Non-
Conforming Waste.
E. Nothing contained within this Agreement shall be construed or interpreted as requiring
Clean Harbors to assume the status of “Generator,” as that term appears within any
federal, state, local or provincial statute or regulation governing the treatment, storage
and disposal of waste materials. Customer, as applicable, shall assume the responsibility
for compliance with the provisions of any federal, state, local or provincial statute or
regulation as such shall apply to “Generators.”
F. Without limiting the foregoing, Customer hereby authorizes Clean Harbors or its
designee to act as its agent to prepare and execute documents required for the
transportation of hazardous and non-hazardous waste and materials, including but not
limited to manifests, notifications, certifications of land disposal restrictions, and other
necessary documents, and, per 40 CFR §263.21, to change or add new transporters to
shipments already in transit.
Article 5. Customer Warranties
A. Customer warrants that it is under no legal restraint or order which would prohibit the
performance of the Services by Clean Harbors. Customer represents and warrants that it
has the requisite legal right, title, or interests necessary to provide control over and
access to the location where the Services are to be performed. Customer warrants that the
Services to be provided under this Agreement will not violate any judicial or
administrative order or any ruling of any governmental agency of which Customer has or
should have knowledge.
Page 3 of 9
OGC/Rev 06/2021
B. Customer shall provide full and complete information regarding the site, surface and
subsurface conditions, utility locations, site ownership, contractor access, hazardous
materials or waste and other substances or hazards likely to be present and any other
reports, documentation, plans, maps, drawings, or other information concerning the
Services location or scope of Services which may reasonably be provided to Clean
Harbors. Customer shall be responsible for repairs to all private property, structures,
roadways and rights-of-way required for Clean Harbors’ performance of the Services.
C. Customer warrants that the description of the waste materials on the Waste Profile is
accurate and complete; that waste materials to be transferred to Clean Harbors will
conform to such description; that containers of waste materials transferred to Clean
Harbors will be marked, labeled and otherwise conform to all applicable federal, state
and local laws, regulations, by-laws or ordinances; that it holds clear title to all waste
materials to be transferred hereunder; that it is under no legal restraint or order which
would prohibit transfer of possession or title of such materials to Clean Harbors for
transportation and disposal; and that it has communicated and will communicate to
Clean Harbors those hazards known by the Customer to be associated with the
handling, transportation, treatment, storage and disposal of the waste materials.
D. Clean Harbors shall not be liable for: (i) damage or injury to any subsurface structures
(including, but not limited to, utilities, mains, pipes, tanks, and telephone cables) or any
existing subsurface conditions, or the consequences of such damage or injury, if such
structures or conditions were unknown, not identified or shown, or were incorrectly
shown, in information or on plans furnished to or obtained by Clean Harbors in
connection with the Services; (ii) concealed conditions encountered in the performance
of the Services; (iii) concealed or unknown conditions in an existing structure at variance
with the conditions indicated by the scope of Services or information furnished to or
obtained by Clean Harbors; or (iv) unknown subsurface physical conditions that differ
materially from those ordinarily encountered in Clean Harbors’ work. Should Clean
Harbors encounter any of the foregoing conditions, Clean Harbors shall be entitled to an
equitable adjustment of the price and/or time of performance to account for such
unknown or changed conditions.
E. Customer agrees that Clean Harbors shall not be responsible or liable for pre-existing
contamination at any Services location.
Article 6. Indemnification and Liability
A. Clean Harbors agrees to indemnify, save harmless and defend the Customer, its parent,
subsidiary and affiliated companies and their respective directors, officers, employees,
agents and assigns from and against any and all losses, liabilities, claims, penalties,
forfeitures, suits, and the cost and expenses incident thereto (including cost of defense,
settlement and reasonable attorneys’ fees) which Customer may hereafter incur, become
responsible for or pay out as a result of death or bodily injuries to any person, destruction
or damage to any property, contamination of or adverse effects on the environment or
any violation of applicable federal, state, or local laws, regulations, by-laws or
ordinances to the extent caused by: (1) Clean Harbors’ breach of any term or provision
Page 4 of 9
OGC/Rev 06/2021
of this Agreement, or (2) the negligence or willful misconduct of Clean Harbors, its
employees or agents in the performance of this Agreement.
B. Customer agrees to indemnify, save harmless and defend Clean Harbors, its parent,
subsidiary and affiliated companies and their respective directors, officers, employees,
agents and assigns from and against any and all losses liabilities, claims, penalties,
forfeitures, suits, and the costs and expenses incident thereto (including costs of defense,
settlement and reasonable attorneys' fees) which Clean Harbors may hereafter incur,
become responsible for or pay out as a result of death or bodily injuries to any person,
destruction or damage to any property, contamination or adverse effects on the
environment, or any violation of applicable federal, state or local laws, regulations, by-
laws or ordinances to the extent caused by: (1) Customer's breach of any term or
provision of this Agreement, or (2) the negligence or willful misconduct of the
Customer, its employees or agents in the performance of this Agreement.
C. Neither party shall be liable to the other for any indirect, incidental, consequential,
special, punitive, or exemplary damages, including but not limited to lost profits, lost
data, lost revenues, loss of use, loss of business opportunity, or diminution in value,
whether arising under contract, warranty, equity, tort, strict liability, or any other theory
of liability whatsoever, and whether or not the possibility of such damages has been
disclosed or could have been reasonably foreseen.
D. NOTWITHSTANDING ANY TERM OR CONDITION OF THIS AGREEMENT TO
THE CONTRARY AND TO THE GREATEST EXTENT ALLOWED BY LAW,
CUSTOMER AGREES THAT CLEAN HARBORSAND ITS DIRECTORS’,
OFFICERS’ AND EMPLOYEES’ AGGREGATE LIABILITY TO CUSTOMER, TO
ANYONE CLAIMING BY, THROUGH, OR UNDER CUSTOMER, AND TO ANY
THIRD PARTY FOR ANY AND ALL INJURIES, CLAIMS, DEMANDS, LOSSES,
EXPENSES, OR DAMAGES, OF WHATEVER KIND OR CHARACTER
INCLUDING BUT NOT LIMITED TO AN ACTION OR CLAIM BASED ON
CONTRACT, WARRANTY, EQUITY, TORT, STRICT LIABILITY, OR ANY
OTHER THEORY OF LIABILITY WHATSOEVER, ARISING OUT OF OR IN ANY
WAY RELATED TO THIS AGREEMENT, THE SERVICES, OR THE SERVICES
LOCATION, SHALL BE LIMITED TO THE TOTAL AMOUNT OF
COMPENSATION RECEIVED BY CLEAN HARBORS UNDER THIS
AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT
GIVING RISE TO THE CLAIM.
E. Customer shall give written notice to Clean Harbors of a claim for indemnification under
Section 6 within a reasonable time following Customer's first knowledge of the event or
occurrence which gives rise to that claim. Upon receipt of notice, and determination by
Clean Harbors that Customer has a valid claim for indemnification, Clean Harbors shall
have the right to retain counsel to defend, negotiate, adjust, and/or settle the claim
against Customer. Clean Harbors has no obligation to indemnify Customer if Customer
does not provide timely notice of the claim, which shall not exceed thirty (30) days
following Customer’s first knowledge of the event or occurrence which gives rise to the
claim. Customer will cooperate with and/or assist Clean Harbors, as requested, with
Clean Harbors’ defense, negotiation, adjustment and/or settlement of a third-party claim.
Page 5 of 9
OGC/Rev 06/2021
Article 7. Insurance
A. Clean Harbors shall procure and maintain at its own expense during the Term of this
Agreement the following insurance coverages:
COVERAGE LIMITS
a. Worker's Compensation Statutory
b. Employer's Liability $1 million
$1 million per occurrence
c. General Commercial Liability $2 million aggregate
d. Automobile $1 million combined single limit
$2 million each Claim
e. Contractors Pollution Liability $4 million all Claims
B. Clean Harbors agrees to furnish certificates to Customer evidencing these insurance
coverages upon written request from Customer.
Article 8. Changes in Work
A. Customer agrees to pay Clean Harbors at the rates set forth in this Agreement (or if no
rates are set forth, at Clean Harbors' then published rates) for any changes in the Services
requested by Customer, including changes resulting in an increase in costs or expenses,
regardless of whether such request by Customer is verbal or in writing.
B. If any change occurs during the term of this Agreement with respect to any laws, rules,
regulations or ordinances which affect the rights or obligations of Customer or Clean
Harbors under this Agreement, or the applicability of any taxes or fees, or the cost or
method of handling waste materials, Customer and Clean Harbors shall negotiate in good
faith to bring this Agreement into conformance with such change or changes.
Article 9. Excuse of Performance
The performance of this Agreement, except for the payment of money for Services already
rendered by Clean Harbors, may be suspended by either party in the event performance of
this Agreement is 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, fire,
explosion, accidents, inclement weather or sabotage, pandemic, lack of adequate fuel,
power, raw materials, labor or transportation facilities, changes in government laws,
regulations, orders, or defense requirements, restraining orders, labor disputes, strike, lock-
out or injunction (provided that neither party shall be required to settle a labor dispute
against its own best judgment). The party which is prevented from performing by a cause
beyond its reasonable control shall use its best efforts to eliminate such cause or event.
Article 10. Notice
Any and all notices, consents, demands, approvals, directives or other communications
Page 6 of 9
OGC/Rev 06/2021
required or permitted under this Agreement shall be in writing and be delivered personally
or properly mailed via first class certified or registered mail, to the addresses set forth below.
Any notice shall be deemed to be properly given: (a) when delivered personally; or (b) two
(2) business days after having been sent by registered or certified mail, return receipt
requested, postage prepaid.
Customer:
Clean Harbors: Clean Harbors Environmental Services, Inc.
42 Longwater Drive
P.O. Box 9149
Norwell, MA 02061-9149
Attn: General Counsel (Urgent Contract Matter)
Article 11. Additional Provisions
A. Clean Harbors is and shall be an independent contractor in the performance of the
Services covered by this Agreement.
B. Unless otherwise agreed to in writing, this is neither a requirements contract nor an
output contract.
C. Customer shall not use Clean Harbors’ trade name, trademarks, brands, or company logo
in any form of publicity or release, without Clean Harbors’ consent.
D. Upon reasonable advance written notice, Clean Harbors and their auditors, shall have the
right to audit Customer’s records relating to this Agreement, including data and records
of disbursements and other payments. Customer agrees to cooperate with Clean Harbors
and their auditors in the performance of any such audit.
E. Clean Harbors represents that it holds all necessary permits and licenses required for the
performance of the Services. CUSTOMER ACKNOWLEDGES THAT CLEAN
HARBORS MAKES NO ADDITIONAL WARRANTY OF ANY KIND, WHETHER
EXPRESS, IMPLIED, OR BY OPERATION OF LAW, AS TO ANY MANNER OF
ANY KIND RELATING TO THIS AGREEMENT OR SERVICES PERFORMED
HEREUNDER.
F. Clean Harbors may subcontract, assign or delegate its rights and responsibilities under
this Agreement. Customer shall not assign this Agreement or its rights herein, without
the consent of Clean Harbors.
Page 7 of 9
OGC/Rev 06/2021
G. Any waiver by either party of any provision or condition of this Agreement shall not be
construed or deemed to be a waiver of any other provision or condition of this
Agreement, nor a waiver of a subsequent breach of the same provision or condition.
H. The paragraph headings in this Agreement are inserted solely for the convenience of the
parties and shall not in any manner define, limit or describe the intent or scope or in any
manner affect this Agreement. All defined terms herein, designated by initial
capitalization, shall have the meaning so ascribed, said meaning being equally applicable
to both singular and plural forms or to grammatical variations (including but not limited
to masculine, feminine and neuter pronouns), as the case may be.
I. If any section, subsection, sentence or clause of this Agreement shall be deemed to be
illegal, invalid or unenforceable for any reason, such illegality, invalidity or
unenforceability shall not affect the legality, validity or enforceability of other sections
of this Agreement.
J. This Agreement and any exhibits to this Agreement represent the entire understanding
and agreement between the parties hereto and supersedes any and all prior agreements,
whether written or oral, that may exist between the parties concerning the Services.
Additional, conflicting or different terms on any order or purchase of Services or other
preprinted document issued by Customer shall be void and are hereby expressly rejected
by Clean Harbors. Any modifications to this Agreement shall be in writing and shall be
signed by Customer and Clean Harbors.
K. The provisions contained in Articles 3, 4, and 5 shall survive and remain in effect
following the termination of this Agreement.
L. The validity, interpretation and performance 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 Commonwealth of
Massachusetts for any disputes arising under this Agreement.
M. Customer and Clean Harbors warrant and represent that the individuals signing on behalf
of each party are authorized to bind the respective parties. This Agreement may be
executed in several counterparts, each of which shall be an original and all of which shall
constitute one and the same document. The parties agree that this Agreement and all
other documents may be electronically signed and/or executed and delivered by
facsimile, electronic mail, or other electronic means, any of which shall be considered an
original, and that the electronic signature appearing on this Agreement and related
documents are the same as original handwritten signatures for all purposes.
[Signature Page to Follow]
Page 8 of 9
OGC/Rev 06/2021
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives as of the Effective Date.
CUSTOMER CLEAN HARBORS ENVIRONMENTAL
SERVICES, INC.
Signature Signature
Print Name Print Name
Title Title
Page 9 of 9
OGC/Rev 06/2021
Exhibit A
Emergency Response Rider
Terms and Conditions
The parties hereto acknowledge that under State and Federal Law, Clean Harbors is afforded certain protections
when it responds to spills and discharges of oil or other hazardous materials (“Responder Immunity”). In a
response, rapid and decisive action is necessary to contain a spill and responders must initiate a response
without prior notice based on limited information. Without Responder Immunity, the enormous financial and
liability exposures associated with this work would make the business of responding to spills impracticable.
Accordingly, the parties have accepted these terms and conditions to supplement and/or modify the terms of
the Agreement between Customer and Clean Harbors to allow for the provision of Emergency Response
Services, with the intent of preserving Clean Harbors’ statutorily conferred protections to the greatest extent
possible.
1. SCOPE OF EMERGENCY RESPONSE SERVICES
1.1 Upon agreement to the terms and conditions of this Emergency Response Rider (“Rider”), Clean
Harbors agrees to provide certain environmental services (“Emergency Response Services”).
Emergency Response Services may include, but are not limited to the following: Containment,
recovery, repackaging and removal of materials; Site evaluation, decontamination and restoration;
Transportation, storage, treatment or disposal of wastes; Technical services, including sampling,
laboratory analysis, and other related services; Standby of personnel and equipment in anticipation of
imminent activation; Training and mock spill drill deployments; and unscheduled requests for services.
1.2 This Rider shall not obligate Customer to purchase Emergency Response Services from Clean
Harbors, nor shall it obligate Clean Harbors to provide Emergency Response Services, but
shall govern all orders for Emergency Response Services issued by Customer and which are
accepted by Clean Harbors. Clean Harbors will use best efforts to respond to requests by
Customer for Emergency Response Services.
1.3 This Rider will allow Customer to list Clean Harbors as its provider of Emergency Response
Services, as defined in Article 1.1, in emergency response plans and regulatory reporting.
1.4 Customer hereby authorizes Clean Harbors or its designee to act as its agent to prepare and
execute documents required for the transportation of hazardous and non-hazardous wastes and
materials, including but not limited to manifests, notifications, certifications of land disposal
restrictions, and other necessary documents, and, per 40 CFR §263.21, to change or add new
transporters to shipments already in transit. Customer shall perform or complete all Customer-
required regulatory reporting requirements. Clean Harbors shall have no liability for any fines
or penalties incurred by Customer as a result of Customer’s noncompliance with any statutory
response requirements.
1.5 Clean Harbors shall have no obligation to perform or complete any regulatory reporting on
behalf of or for the Customer.
Page 10 of 9
OGC/Rev 06/2021
2. COMPENSATION
2.1 The payment terms set forth herein are contingent upon the approval of Clean Harbors’ Credit
Department. In the event of a change in Customer’s financial condition, Clean Harbors reserves the
right to alter, change, or modify payment terms, and to immediately stop work. The failure of Clean
Harbors to exercise its rights under this article at any time shall not constitute a waiver of Clean
Harbors’ continuing right to do so.
2.2 Customer agrees to pay Clean Harbors for Emergency Response Services in accordance with Clean
Harbors’ Rate Schedule for emergency response work and the terms and conditions therein (“Rates”)
in effect at the time Emergency Response Services are rendered. At the request and discretion of Clean
Harbors, Customer shall assign to Clean Harbors all rights to any insurance payments that Customer
may be entitled to receive to pay for the Emergency Response Services provided under this Rider and
in such case Customer shall authorize its insurance company or agent to pay Clean Harbors directly.
Customer's obligation to pay amounts due pursuant to this Rider shall not be conditioned upon or
limited by the types, amounts or availability of insurance coverage.
2.3 Clean Harbors will present its first invoice to Customer as soon as possible following commencement
of Emergency Response Services provided hereunder, and may issue subsequent invoices every five
(5) days thereafter. Customer agrees to pay the full amount of each invoice amount within fifteen (15)
days of the date of receipt of said invoice by Customer's Representative.
2.4 Customer agrees that interest shall accrue and will be paid to Clean Harbors on any unpaid balance of
any invoice after fifteen (15) days of receipt of invoice by Customer at the rate of one and one half
percent (1.5%) per month or the maximum amount allowed by law, whichever is less.
2.5 In the event that legal or other action is required to collect unpaid balances of invoices due Clean
Harbors, Customer agrees to pay all costs of collection, litigation or settlement incurred by Clean
Harbors, including reasonable attorneys fees. “Legal or other action” as used above shall include
bankruptcy and insolvency proceedings.
2.6 In the event that work is suspended or terminated for any reason prior to the completion of the
Emergency Response Services, Customer agrees to pay for labor, equipment, materials, disposal and
other costs incurred by Clean Harbors at the Rates and for reasonable demobilization costs.
2.7 Emergency Response Services related to litigation support or testimony in connection with or arising
out of the work performed by Clean Harbors hereunder is not within the scope of Emergency Response
Services covered by this Rider unless specifically indicated as an add-on service. In the event such
services are required and are not indicated as an add-on service, Customer agrees to pay Clean Harbors
in accordance with the Rates for any litigation support or testimony provided by Clean Harbors in
connection with, or arising out of, the work performed by Clean Harbors hereunder.
3. LIABILITY & INDEMNIFICATION
3.1 Clean Harbors shall indemnify, defend and hold harmless Customer, its parent and affiliated
companies and their respective directors, officers, employees and agents from and against any and all
costs, liabilities, claims, demands and causes of action including, without limitation, bodily injury to
or death of any person or destruction of or damage to any property, except natural resource and other
damages as provided in Section 3.3, which Customer may suffer, incur, or pay out, to the extent such
are caused by the negligence or willful misconduct of Clean Harbors, its agents or employees during
the performance of the Emergency Response Services or Clean Harbors’ failure to comply with any
Page 11 of 9
OGC/Rev 06/2021
laws, regulations or lawful authority, or failure to comply with its obligations under this Rider; except
to the extent such liabilities, claims, demands and causes of action result from: (i) Customer’s failure
to comply with any laws, regulations or other lawful authority; (ii) Customer’s failure to comply with
its obligations under the Rider; or (iii) the negligence or willful misconduct of Customer, its employees
or agents.
3.2 Customer shall indemnify, defend and hold harmless Clean Harbors, its parent and affiliated
companies and their respective directors, officers, employees and agents from and against any and all
costs, liabilities, claims, demands and causes of action including, without limitation, any bodily injury
to or death of any person or destruction of or damage to property which Clean Harbors may suffer,
incur, or pay out, to the extent such are caused by the negligence or willful misconduct of Customer,
its employees or agents or the failure of Customer to comply with any laws, regulations or other lawful
authority or the failure of Customer to comply with its duties or obligations under the Rider; except to
the extent such liabilities, claims, demands and causes of action result from: (i) Clean Harbors’ failure
to comply with any laws, regulations or lawful authority; (ii) Clean Harbors’ failure to comply with its
obligations under the Rider; or (iii) the negligence or willful misconduct of Clean Harbors’, its
employees or agents during the performance of the Emergency Response Services.
3.3 Notwithstanding the foregoing, Customer shall indemnify, defend and hold harmless Clean Harbors,
its parent and affiliated companies and their respective directors, officers, employees, agents and
subcontractors from and against any and all costs, liabilities, claims, demands and causes of action for
pollution damages; contamination or adverse effects on the environment; destruction of, damage to, or
loss of, whether actual or alleged, any property or natural resources, including the cost of assessing the
damage; injury to or economic losses resulting from destruction of real or personal property; damages
for loss of subsistence use of natural resources; damages equal to the loss of profits or impairment of
earning capacity due to the injury, destruction or loss of real property, personal property or natural
resources; damages for net costs of providing increased or additional public services; removal costs;
and any other costs assessable under the Oil Pollution Act of 1990, the Comprehensive Environmental
Response, Compensation and Liability Act or other local, state or Federal law or lawful authority
applicable to discharges or releases of oil or hazardous substances which Clean Harbors, individually
or collectively, may suffer, incur, or pay out in connection with, or arising out of, the release of oil or
hazardous substances by Customer.
3.4 Customer agrees that Clean Harbors shall not be responsible for pre-existing contamination at the job
location, natural resource damage, or for indirect, incidental, consequential or special damages,
including loss of use or lost profits, resulting from or arising out of the performance of the Emergency
Response Services by Clean Harbors, its employees, agents and/or subcontractors.
3.5 NOTWITHSTANDING ANY TERM OR CONDITION OF THIS RIDER TO THE CONTRARY
AND, TO THE GREATEST EXTENT ALLOWED BY LAW, CUSTOMER AGREES THAT
CLEAN HARBORS’ AGGREGATE LIABILITY TO CUSTOMER, TO ANYONE CLAIMING BY,
THROUGH, OR UNDER CUSTOMER, AND TO ANY THIRD PARTY FOR ANY AND ALL
INJURIES, CLAIMS, DEMANDS, LOSSES, EXPENSES, OR DAMAGES, OF WHATEVER KIND
OR CHARACTER INCLUDING BUT NOT LIMITED TO AN ACTION OR CLAIM BASED ON
CONTRACT, WARRANTY, EQUITY, TORT, STRICT LIABILITY, OR ANY OTHER THEORY
OF LIABILITY WHATSOEVER, ARISING OUT OF OR IN ANY WAY RELATED TO THIS
RIDER, THE EMERGENCY RESPONSE SERVICES, OR THE PROJECT SITE, SHALL BE
LIMITED TO THE TOTAL AMOUNT OF COMPENSATION RECEIVED BY CLEAN HARBORS
HEREUNDER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING
RISE TO THE CLAIM.
4. TERMINATION
Page 12 of 9
OGC/Rev 06/2021
4.1 Work Orders issued for performance of services under this Rider may be terminated by either party
upon forty-eight (48) hours prior notice to the other party.
IT IS EXPRESSLY UNDERSTOOD AND AGREED BY THE PARTIES THAT THE TERMS AND
CONDITIONS OF THIS RIDER SHALL ONLY APPLY TO EMERGENCY RESPONSE SERVICES
PROVIDED BY CLEAN HARBORS. IN THE EVENT OF A CONFLICT BETWEEN THE TERMS AND
CONDITIONS OF ANY UNDERLYING AGREEMENT AND THIS RIDER, THE TERMS AND
CONDITIONS OF THIS RIDER SHALL CONTROL WITH RESPECT TO EMERGENCY RESPONSE
SERVICES.
Except as specifically amended herein, all other terms and conditions contained in the underlying Agreement
shall remain in full force and effect and shall govern the rights and obligations of the parties with regard to
other services provided by Clean Harbors.
Page 13 of 9
OGC/Rev 06/2021