C7138 Clean Harbors HHWD.pdf

To\\-n Deparunent. Public Works

~tate of QConnectimt m:otun of ~reentuiq, Contract

Contract No: 7138 Division:

Name:

Waste D i>:po. Account Name : Household Hazardous Wa. te Collection and Disposal

Address: Clean Harbors Environmenml Servtces inc Account Code : AJ21-525 1 () Of 42 on@:\vat~T Drive Total Amount Consultant Norwell,~ 0206 1 /) • ofConlrl!.ct : $30 000. 00

[:bi!i ~gr€l'nll~llt made this _:ff;/t day of ':'f!Y" j '0: l .bel\, eco Town of Greenwich hereafter called the Town andC'le:>:r. Harbon;

En' tronm<ntal Sen-,ccs. Incorporated hereafkr called the Contractor witnesseth as follo,n:

I. The Contractor agrees to furnish materials and perfarr;Js;·tces as shmvn in specifications and contrnct docwnents hereto nnacbed and made a part hereof. and conststing of numbered pages from I tn /

2. 'The Town agreos to pay the price desig=ted for •uch 11llltma!s and services upon certificat too by the proper agent of the Tov.n.

3 . This contract shall not be ,-alid unti l approved by the Toun Counsel and countersigned b-y the ro"n Cornptmller.

t--\as5aclw.~ ft.s STATE OF eoPifl'\ECllCL'T }

COUNTY OF !~~J:?~lft- ?

~~)~T~ CTOR!!?! tf~ Michael . Batt!.,.

Its Chief Financtal Officer

LORPOK..J\TE ACKNOWLEDGE MENT

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Personally appeared Michael l. Battles Chief Financtal Officer of Clean Harbors Environmental Sen ·1ces Incorpora ted ~:une and Tttle of Off1cer) (('orporat ton ) signer :md seakr of the foregoi ng in strument. who being duly authorized and appo mtcJ by the Board of u ir"ctUf~ of said Cur:>onuion, admowledgt:d th e lo regomg iostrwn.;u t to be hi s free t and deed and the frce ac t and dccJ of said Care Environmental Corporation before me.

(C rporat ion)

!1 'D fV!DUAL OR P:\ RThERSHIP A KN0 \\11,EDGEME~

STA fE OF CON ' I".C ilCl'"l }

COUNTY OF FAlRHE LD

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Per ·onall) appeared . (one of the members of the partnership of) ___ , signer and sealer of the fort:going instnuncnt and acknowledgt:d the same to be h1s free act and deed (and the free act and deed of said partnersrup), before me .

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Date

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BETWEEN THE TOWN OF GREENWICH

AND

CLEAN HARBORS ENVIRONMENTAL SERVICES, INCORPORATED

FOR

Household Hazardous Waste Collection and Disposal

GREENWICH, CONNECTICUT

CONTRACT # 7138

This agreement made and entered into this _________day of________2021, by and between the Town of Greenwich, Connecticut hereinafter referred to as “the Town”, acting herein by Amy J. Siebert its Commissioner of Public Works and Clean Harbors Environmental Services Incorporated, hereinafter referred to as the Contractor, a corporation authorized and licensed to do business in the State of Connecticut, having a principal place of business at 42 Longwater Drive, Norwell, Massachusetts 02061, acting herein by _Michael L. Battles, Chief Financial Officer_, duly authorized.

Witnesseth:

Whereas, the Town is in need of a service provider to conduct its household hazardous waste collection and disposal program events (the Project) as a means of providing its residents with the opportunity and the means to arrange for the safe and environmentally appropriate collection and disposal of household hazardous wastes; and

Whereas, Clean Harbors Environmental Services, Inc. has represented that it is qualified and capable of providing such services under the terms and conditions set out in this Agreement:

Now Therefore, in consideration of the mutual covenants and agreements herein contained, the parties agree as follows:

1. ENGAGEMENT OF CONTRACTOR

A. Based on the representations for the Contractor set out in its proposal # 4079, dated 10 November 2020, a copy of which is attached hereto and incorporated herein as Exhibit A, the Town hereby retains the Contractor to perform the services described herein in accordance with the terms and conditions and for the consideration set out in this Agreement.

B. The person in charge of administering this agreement on behalf of the Town shall be Amy J. Siebert, Department of Public Works, or such other person as may be designated in writing.

C. The person responsible for the services to be performed by the Contractor hereunder shall be Michael L. Battles, Chief Financial Officer, Clean Harbors Environmental Services Incorporated.

D. The Contractor represents and warrants that its execution of this Agreement has been duly authorized and is in accordance with applicable provisions of any agreement, commitment, or law binding on it.

2. SERVICES TO BE PERFORMED

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AGREEMENT

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A. The scope and details of the services to be performed by the Contractor and the specifications to which services should conform are described in the Bid Invitation dated October 26, 2020 which is attached hereto and incorporated herein as Exhibit D and made a part hereof. The Contractor shall perform the required Services as set forth in this Agreement in a professional and timely manner, in order to meet the Town’s needs and requirements and in accordance with the terms and requirements of this Agreement.

B. The parties understand that the Contractor is retained solely for the purposes of performing the Services described herein and only to the extent set forth in this Agreement. The Contractor’s relationship to the Town and any of its agencies shall, during the period(s) of this Agreement, be that of an independent Contractor. As such, the Contractor shall have and maintain complete control over all its employees, agents and operations. Neither the Contractor, its agents or anyone employed by it shall be, represent, act, purport to act, or be deemed to be the agent, representative, employee or servant of the Town. Neither the Town, any of the communities or municipalities, or their employees or volunteers shall represent, act purport to act or be deemed to be the agent, representative, employee or servant of the Contractor.

C. The Town may, from time to time, request changes in the scope of services of the Contractor to be performed hereunder. Such changes, including any increase or decrease in the amount of the Contractor’s compensation, which are mutually agreed upon by and between the Town and the Contractor, shall be valid only when incorporated in written amendments signed by both parties to this Agreement.

D. The Contractor shall accept, classify, log, separate, handle, containerize, label, transport and dispose of, or cause to be accepted and disposed of, all household hazardous waste (hereinafter, “Household Hazardous Waste” or “Wastes”) as defined by the Untied States Environmental Protection Agency (EPA): solid wastes discarded from homes or similar sources as listed in applicable laws and regulations, as in either hazardous wastes or wastes that exhibit any of the following characteristics as defined in 40 C.F.R. Parts 261.21 through 261.24: ignitability, corrosivity, reactivity, and toxicity in compliance with all applicable laws, rules, regulations and ordinances.

Wastes shall be accepted only from verified residents of the Town and only in amounts as may be permitted hereunder.

E. The Contractor shall provide at each of the Sites on designated Collection Days an employee or agent of Contractor (the “Site Chemist”) trained in the identification and handling of all hazardous and acutely hazardous waste as defined by Federal, State and local laws, rules, regulations and ordinances and such additional employees or agents and such materials and equipment as are necessary to receive, classify, log, separate, handle, containerize, label, load, and transport all such wastes out from the deposit Sites listed in Exhibit B attached ( the Sites ) in a manner conforming to Federal, State and local laws, rules, regulations and ordinances and in a manner convenient to participants and with as little delay as reasonably possible. The Contractor shall provide an adequate number of professional staff at each Site at such days and times required for each collection event.

F. After identification of the materials, the Contractor shall collect, segregate, consolidate or lab pack all collected Household Hazardous Waste materials prior to labeling. The Contractor shall use its best efforts to maximize the reduction and recycling of all wastes. The Contractor shall consolidate all Household Hazardous waste materials to the maximum extent possible consistent with personnel and public safety and cost-effective management, and at the end of each Collection Day, shall remove such Household Hazardous Waste materials from each Site and shall transport such Wastes to the Contractor’s Treatment, Storage or Land Disposal facility (the “TSDF”) or other approved facility as listed on Exhibit A attached hereto, in compliance with all applicable Federal, State and local laws, regulations, rules and orders, including requirements for manifesting, labeling, and placarding.

Household Hazardous Waste materials not consolidated to the maximum extent possible at the Sites shall be removed from each Site and transported to the TSDF.

G. The Contractor shall provide all Collection Vehicles, Transportable Storage Units and supplies required for collection, transportation and management of the Household Hazardous Wastes and such Collection Vehicles and Transportable Storage Units shall comply with all applicable Federal, State and local laws, rules, regulations and ordinances.

H. At each of the Sites and on each Collection Day, the Contractor shall furnish all equipment and supplies necessary to comply with Federal, Sate and local laws, rules, regulations and orders, including but not limited to: a tent to cover collection tables and packing area, safety equipment, storage barrels, absorbent, labels, shipping papers, hand trucks, barrel loading equipment, first aid kits, eye wash and safety showers, fire extinguishers, identification testing equipment for use at each site as well as an itemized list of necessary supplies and unit costs for the same.

I. Contractor shall transport all Wastes to duly licensed facilities listed on Exhibit A for legal and proper disposal by environmentally sound methods in full compliance with all applicable Federal, State and local laws, rules regulations and ordinances. Wastes may be disposed of at equivalent disposal facilities not listed on Exhibit A only upon written notification to such alternative Site and with express written approval to do so from the Town.

J. Contractor may subcontract with transportation companies licensed and fully insured for such transportation of wastes upon giving reasonable prior written notice to the Town of its intention and upon such subcontracting the Contractor shall be as fully responsible to the Town for the acts and omissions of its subcontractors as it is for the acts and omissions of people directly employed by it. The Contractor shall require each subcontractor approved by the Town to agree in its contract to observe and be bound by all obligations and conditions of this Agreement to which the Contractor is bound.

K. The Contractor shall make every reasonable effort to employ all other reasonable and legal disposal alternatives before permitting the land filling of any Household Hazardous Waste materials and, in the event any Household Hazardous Wastes are land filled, the Contractor shall certify in writing to the Town that no other reasonable alternatives were available.

L. The Contractor shall not use or allow the use of public or private property or any part thereof, for any purpose in violation of any Federal, State or local law, ordinance, rule, order or regulation. In the performance of this Agreement the Contractor shall comply with all Federal, State and local environmental protection, sanitary and heath codes. If the Contractor fails to any extent to comply with applicable requirements this Agreement shall be subject to termination without further obligation on the part of the Town.

M. Prior to the first Collection Day, the Contractor shall submit to the Commissioner all applicable Federal, State and local permits needed in connection with the conduct of the event as contemplated hereunder including, but not limited to those necessary to operate any Household Hazardous Waste Collection Vehicle or Transportable Storage Unit.

N. The Contractor shall provide all required reporting related to its services to the State of Connecticut Department of Environmental Protection (“DEP”), to the similar agencies of any other States as required to the Town and the EPA, and shall assume responsibility for continuing compliance with all Federal, State and local health, safety and environmental laws, rules, regulations and ordinance. The Contractor shall provide the Town with a complete tracking report of each container of Household Hazardous Waste Collected at each Site from the point of generation to the final disposal Site, including the type and methods of waste management used, with such information being broken down by product waste characteristic categories and specifying the name and address of the facility to which the material will be sent. This report shall be provided to the Town no later than six (6) months following the date of the collection. The Contractor shall keep records on a product basis, using a computerized database compatible with the Town’s systems.

O. The Contractor shall prepare, to the satisfaction of DEP and the Town, an Operations Manual and Contingency Plan based on the permit application. The Operations Manual and Contingency Plan shall address each of the items identified in the DEP’s Guidelines for Permit Applications and the operations of the collection Program.

This manual shall include but not be limited to the operation and management plan for each site including but not limited to, the following information:

1. Traffic Plan

2. Management Responsibilities

3. Fire Protection

4. Equipment Requirements o Building design o Storage capacity o Secondary containment/overhead cover o Emergency equipment

5. Record Keeping systems

6. Operational Maintenance o Waste management o Packing procedures o Bulking/consolidation o “Unknown” waste procedure o “Unacceptable” waste procedure o Pick-up and disposal procedure o Inspection and maintenance procedures

7. Emergency and Safety Procedures o Emergency response plans o Spills, leaks and corroding containers o Fire and other emergencies o Safety procedures for personnel

P. The Contractor shall provide additional technical assistance to the Town by providing any reasonably requested information for developing public education programs and carrying out other tasks associated with the Towns’ Household Hazardous Waste collection program. The Contractor agrees to conduct a meeting with each Host Municipality’s officials at a time mutually agreeable to the Contractor and such officials to discuss Site specific safety and logistical concerns prior to each collection Day.

Q. The Contractor shall test, accept or reject and appropriately manage any unknown or unidentifiable substances.

The Contractor reserves the right to reject any waste, that, in it is sole discretion, it deems not to qualify as Household Hazardous Waste or that would be illegal or otherwise inappropriate to transport or dispose. The Contractor shall be solely responsible for any damages, fines, penalties or other costs that arise out of its failure properly to test, identify, manage, transport or dispose of any such substances.

R. The Contractor shall maintain each Site in a clean and safe condition. It shall employ any necessary or required spill control measures in accordance with all relevant federal, State and local laws, rules regulations and ordinances.

S. The Contractor shall conduct the collection on each Collection Day regardless of weather conditions except, in the event of severe weather in which case, The Contractor may, with the Town’s prior written approval, postpone its performance hereunder to a date mutually agreed upon by Contractor and the Town. In the event of a postponement, the Contractor shall give advance notice to the public of the rescheduled date by every reasonable means available.

T. The Contractor shall assume “generator” status as such term is defined in relevant Federal, State and local laws, rules, regulations and ordinances from the point any Household Hazardous Waste is accepted. The Contractor certifies that on each collection Day it shall have a valid EPA identification number for generation, transportation, and storage of hazardous and acutely hazardous wastes.

U. The Contractor further certifies that any transportation companies utilized by the Contractor shall have all required permits, documentation and licenses including but not limited to the following:

1. a valid permit from DEP for transportation of hazardous and acutely hazardous wastes;

2. a vehicle identification device for each vehicle to transport wastes from the Site; and

3. all other State and Federal permits and licenses necessary legally to transport Hazardous and acutely hazardous wastes.

3. COMPENSATION

A. The Contractor shall be compensated for its performance of the agreement a maximum amount not to exceed the sum of $30,000.00 payable in accordance with the terms of Exhibit A.

B. The Town shall pay Contractor for its services in accordance with the prices and terms of payment set forth in Exhibit A of this Agreement. Payment established for the services provided under this Agreement are set forth in Exhibit A. Any changes in this rate schedule must be agreed upon by the Contractor and the Town prior to the first collection Day.

C. Upon completion of each separate collection, the Contractor shall provide the Town with copies of outgoing manifests identifying the loads generated at each site and their ultimate destination. Copies of the completed manifests signed by receiving agents at the disposal facilities indicated in Exhibit A shall be provided to the Town upon availability. The town shall pay 95 percent of the total price due for services under this Agreement 30 days from the invoice date if proper and complete documentation supporting the invoice is provided to the Town. The final five percent (5%) shall be paid upon receipt of the completed manifests signed by an agent of the TSDF.

D. The compensation provided under this Agreement constitutes full and complete payment for all costs and expenses assumed by the Contractor in performing this Agreement including but not limited to labor, materials, equipment and personnel, and all similar expenses. No costs in excess of this stated amount shall be paid or reimbursed by the Town without specific prior written approval of the Commissioner, and authorized by a signed written Amendment hereto.

E. Acceptance by the Contractor, its successors or assigns, of any payment made on the final requisition under this Agreement, or of any final payment due on termination of this Agreement, shall constituted a full and completed release of the Town from any and all claims, demands and causes of action whatsoever which the Contractor, its successors or assigns have or may have against the Town under the provisions of this Agreement.

4. TIME PROVISIONS

A. The term of this Agreement shall commence effective April 30, 2021 and conclude on December 31, 2021. The

Contractor shall perform its Services throughout this period.

B. By mutual agreement of the Town and the Contractor, the contract may be extended yearly thereafter, for four years until December 31, 2026. If either party desires to extend the contract, it must notify the other in writing within sixty (60) days before the contract is due to terminate.

C. This Agreement shall remain in effect until the services required hereunder are completed to the satisfaction of the Town, unless otherwise terminated by the parties hereto.

5. TERMINATION

A. The Town may at any time and for any reason, with or without cause, terminate this Agreement by written notice specifying the termination date, which shall be not less than thirty (30) days from the date such notice is given. In the event of such termination, the Town shall compensate the Contractor for the Services satisfactorily performed prior to termination. Such amount shall be fixed by the Town after consultation with the Contractor and shall be subject to audit by the Comptroller. Termination under this section shall not give rise to any claim against the Town for damages or for compensation in addition to that provided hereunder.

B. The Contractor may at any time and for any reason terminate this Agreement by written notice specifying the termination date, which shall be not less than thirty (300 days from the date such notice is given.

6. INSURANCE

A. Before starting and until final completion and acceptance of its Services pursuant to this Agreement, the Contractor shall procure and maintain insurance for the types and amounts specified attached hereto and incorporated herein as Exhibit C.

B. The Contractor shall furnish not later than fifteen (15) days prior to the execution of this Agreement, a certificate of each insurance policy or policies, which certificates shall contain a synopsis of coverage and operations covered in accordance with the code number of each policy for each contract; a representation that such contract cannot be cancelled or amended by the insurer in less than thirty (30) days after the Town has received written notice of cancellation or amendment by certified or registered mail; and a representation that the insurer will notify the Town immediately of any lapse in coverage. All insurance shall be carried by an insurance company or companies duly authorized to do business in the State of Connecticut if such insurance is issued by an insurance company not domiciled in Connecticut, the certificate of insurance and bonds must be issued through and countersigned by a licensed, registered agent of the State of Connecticut as required by Section 38-31 of the Connecticut General Statutes.

C. Contractor shall thereafter provide renewal certificates, as appropriate, evidencing such coverage written by certificates, as appropriate, evidencing such coverage written by a company or companies acceptable to the Town.

Each insurance certificate shall be endorsed to name the Town of Greenwich as an additional insured party and shall provide that the insurance company providing coverage shall notify the Town by certified mail at least thirty

(30) days prior to the effective termination of or any change in the policy or policies coverage. No change in coverage provided hereunder shall be made without the prior written approval of the Commissioner.

7. WARRANTIES

A. Title to all Wastes accepted by the Contractor at each Site shall pass to the Contractor at the time of its acceptance.

B. The Contractor warrants that it understands the currently known hazards and suspected hazards to persons, property and the environment arising from the transportation, treatment and disposal of Wastes as defined herein.

The Contractor further warrants that, notwithstanding any other provision contained in this Agreement to the contrary, it will perform all services under this Agreement in a safe, efficient and lawful manner using industry-accepted practices, and in full compliance with all applicable Federal, State and local laws, rules regulations and ordinances.

C. The Contractor represents and warrants that its execution of this Agreement by the signature below has been duly authorized and is in accordance with applicable provisions of its corporate documents and does not contravene any other agreement, commitment, or law applicable to it.

8. INDEMNIFICATION

A. The Contractor, at all relevant times shall indemnify, defend and forever save and hold harmless the Town and its employees, servants, personnel, agents, officers, and volunteers from and against any and all liabilities, claims, demands, proceedings, awards, penalties, injury, fines, forfeitures, suits, judgments, losses, damages and the costs and expenses incident there to ( including costs of defense, settlement, and reasonable attorney’s fees) which may be incurred, arise out of or in connection with death, bodily injury , sickness or disease to any person or persons, destruction or damage to any property, contamination of or adverse effects on the environment, or alleged violation of governmental laws, regulations or orders, and to the extent such damages are caused by or arise directly out of, or in any manner reasonably connected with the activities or omissions of the Contractor, or the failure or inadequacy of any procedures or equipment of the Contractor. The scope of such indemnity shall not be limited by any insurance coverage provided hereunder and survive the expiration or termination of the Agreement.

9. GENERAL PROVISIONS

A. By this Agreement the Town intends to secure the professional services of qualified, experienced employees of the Contractor. Failure of the Contractor for any reason to make a sufficient number of such employees available to the Town to the extent necessary to perform the Services required in a skillful professional and prompt manner shall be cause for termination of this Agreement.

B. The Town’s and the Contractor’s obligations under this Agreement may be suspended by either party in the event of: act of God, war, riot, fire, explosion, accident, flood, sabotage, lack of adequate fuel, power, raw material, labor, containers or transportation facilities, compliance with governmental requests, laws, regulations, orders or actions; revocation or modification of government permits or other required licenses or approvals not within the Contractor’s control and for reasons unrelated to the Contractor’s negligence; breakage or failure of machinery or apparatus; relational defense requirements or any other event beyond the reasonable control of such party; labor trouble, strike, lockout or injunction (provided that neither party shall be required to settle a labor dispute against its own best judgment); which event prevents the delivery, transportation, acceptance, treatment, incineration, recycling or disposal of the Waste.

C. The Contractor shall not assign this Agreement or subcontract any portion of the Services to be performed hereunder without prior consent of the Town in writing.

D. When the Town shall have reasonable grounds for believing that:

1. The Contractor will be unable to perform this Agreement fully, professionally, and satisfactorily within the time fixed for performance or in accordance with the terms and requirement set forth herein; or

2. A meritorious claim exists or will exist against the Contractor or the Town arising out of the negligent, willful or wanton acts, errors or omissions of the Contractor, its agents, servants or employees or the Contractor’s breach of any provision of this Agreement;

then the Town may withhold payment of any amount otherwise due and payable to the Contractor hereunder. Any amount so withheld may be retained by the Town for such period as it may deem advisable to protect the Town against any loss, expense or damage and may, after written notice to the Contractor, be applied in satisfaction of any claim herein described. This provision is intended solely for the benefit of the Town, and no person shall have any right or claim against the Town by reason of the Town’s failure or refusal to withhold monies. No interest shall be payable by the Town on any amounts withheld under this provision. This provision is not intended to limit or in any way prejudice any other right of the Town.

E. The Contractor shall not assert any claim arising out of any act or omission by any agent, officer or employee of the Town in the execution or performance of this Agreement against any such agent, officer or employee. Such claims may be made against the Town.

F. No member of the governing body of the Town, and no other officer, employee, or agent of the Town shall have any personal interest, direct or indirect, in this Agreement, except as permitted by the Code of Ethics of the Town;

and the Contractor covenants that no person having such interest shall be employed in the performance of this Agreement. The Contractor further covenants that has no prior personal or business relationship with the Town’s architect, general contractor, or their consultants, subcontractors, agents, or employees.

G. This Agreement shall be construed in accordance with the laws of the State of Connecticut, and any action or suit at law in connection herewith shall be brought in the Superior Court of the State of Connecticut, Judicial District Stamford/Norwalk.

H. The Contractor shall comply with all applicable laws, ordinances and codes of any governmental body having jurisdiction over any matter related to this Agreement or the services to be performed hereunder, and shall commit no trespass on any private property in performing any of the work embraced by this Agreement.

I. During the performance of this Agreement, the Contractor agrees not to discriminate against any employee or applicant for employment because of race, color religion, age, sex physical disability, sexual orientation or national origin.

J. This Agreement incorporates all the understandings of the parties hereto and supersedes any and all agreements reached by the parties prior to the execution of this Agreement, whether oral or written.

K. The Town and the Contractor each binds itself and its successors and assigns to the other party and to its successors and assigns with respect to all covenants of this Agreement. The Contractor shall not assign or transfer any interest in this Agreement without the prior written approval of the Town.

L. The products of the services performed under this Agreement shall become and remain the property of the Town.

This shall include all partially completed services in the event that the Agreement is terminated before completion of its term for any reason.

M. If any provision of this Agreement is held invalid, the remaining provisions shall not be affected thereby if such provisions would then continue to conform to the requirements of applicable laws in full force and effect and shall be construed so as to affect the purpose and intent of this Agreement.

N. All notices of any nature referred to in this Agreement shall be in writing and sent by registered or certified mail, postage prepaid, to the respective addresses set forth below or to such other addresses as the respective parties hereto may designate in writing:

To the Town: Amy J. Siebert, P.E.

Commissioner of Public Works Department of Public Works

101 Field Point Road Greenwich, CT 06836

To the Contractor:

Notices shall be deemed to have been duly given, delivered or served either upon personal delivery or three (3) days following the date when they are sent by registered mail with proper postage.

O. No change or modification of the Agreement shall be valid unless it is in writing and executed by all parties to this Agreement.

P. The Contractor represents to the Town as follows:

o That the Contractor is a legally existing corporation under the laws of its respective states of incorporation and has not previously filed, nor is presently contemplating filing nor has received notice of a petition of, nor contemplates receiving notice of a petition of, bankruptcy, liquidation, receivership or any other action for the protection of creditors or debtors;

o that the Contractor has the financial resources to perform this Agreement and that it is not the subject of any litigation or action, pending or threatened, regarding this Agreement or which, if resulting in an adverse decision, would affect its ability to perform its duties under this Agreement;

o that it has and has exercised, the required corporate power and authority and has complied with all applicable legal requirements necessary to adopt, execute and deliver this Agreement and to assume the responsibilities and obligations created hereunder; and o that this Agreement is duly executed and del ivered by an authorized corporate office, in accordance with such officer 's powers to bind the Contractor hereunder, and constitutes a valid and binding obligation enforceable in accordance with its terms, conditions and provisions.

Dated ___ day of _______ 2021.

In Witness Whereof, the parties of this agreement have hereunto set their hands and seals as of the day and year first above written.

Town Of Greenwich Department Of Public Works

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• Witness •

Wi~~c&Yil &~ issioner

By:.~~~~~~~~---ichael L. Battles , Chief Financial Officer

Clean Harbors Environmental Services, Inc .

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• STATE OF CO~mCTICYT }

Pl/MOUfk- COUNTY OF FA1RFIELB ss: GREENWICH

The foregoing instrument was acknowledged before me this 29 day of~ 2021 , by Michael L

Battles. Chief Financial Officer of Clean Harbors Environmental Services Incorporated a Corporation, on behalf of the Corporation.

Notary Public

My Commission Expires:

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~ SUZANNE Shr.: I.:.:>- S E A L ~WJ Notary Public

~ r COMh10NWEALTH OF MASS_ACHUSEITS ~

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CERTIFICATE OF ACKNOWLEDGEME~T OF CONTRACTOR

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MY COMMISSION EXPIRES {! I ;x, ( Je ;r~

~ SUZANNE SH!::RBURNE

Notary P blic

COMMONWEALTH OF MASS_~CHUSETTS

My CommiSSion Exp1res

August 26, 2022

Insurance Requirement Sheet

Insurance Requirements: Before starting and until final completion and acceptance of the work called for in the Contract and expiration of the guarantee period provided for in the Contract, the Contractor and its subcontractors, if any, shall procure and maintain insurance of the types and amounts checked in paragraphs A through F below for all Contract operations.

If any of the required insurance is on a claims made basis and does not include an extended reporting period of at least 36 months, contractor shall maintain either tail coverage or continuous claims made liability coverage, provided the effective date of the continuous claims made coverage is on or before the effective date of the contract with the Town, for a minimum of months following the later of (i) contractor’s completion and Town’s acceptance of all services required under the contract, or, (ii) Town or contractor termination of contract, or, iii) the expiration of the claims made policy.

A. General Liability, with minimum coverages for combined bodily injury and property damage liability of $2,000,000 general aggregate, $1,000,000 per occurrence including:

1. Commercial General Liability.

2. Town as additional insured. Contractor’s insurance must be primary and non-contributory – and stated as such in the Description of Operations section of the

ACORD form.

3. Owners and Contractors Protective Liability (separate policy in the name of the Town).

B. Comprehensive Automobile Liability, with minimum coverages of $1,000,000 combined single limit for bodily injury and property damage, including, where applicable, coverage for any vehicle, all owned vehicles, scheduled vehicles, hired vehicles, non-owned vehicles and garage liability.

C. Excess Liability, with minimum coverage of $5,000,000 in umbrella form, or such other form as approved by Town Department Head and Risk Management Director.

D. Workers' Compensation and Employer's Liability, with minimum coverages as provided by Connecticut State Statutes.

E. Professional Liability (for design and other professionals for Errors and Omissions), with minimum coverage of $1,000,000. If the policy is on a claims-made basis, coverage shall be continually renewed or extended for three (3) years after work is completed under the Contract.

F. OTHER: Environmental and Remediation Liability Insurance in the amount of Five Million Dollars

($5,000,000.00) per Claim Ten Million ($10,000,000.00) annual aggregate limit.

G. CERTIFICATE HOLDER: TOWN OF GREENWICH

ATTN: Amy J. Siebert, Department of Public Works (Also fill in on ACORD Certificate of Insurance), 101 Field Point Road, Greenwich, CT 06830.

The Acord certificate of insurance form must be executed by your insurance agent/broker and returned to this office. The most current Acord form should be used for insurance documentation purposes. Company name and address must conform on all documents including insurance documentation. It is required that the agent/broker note the individual insurance companies providing coverage, rather than the insurance group, on the Acord form. The Contract number (provided to the awarded Contractor), project name and a brief description must be inserted in the “Description of Operations” field. It must be confirmed on the Acord Form that the Town of Greenwich is endorsed as an additional insured by having the appropriate box checked off and stating such in the “Description of Operations” field. A letter from the awarded vendor’s agent/broker certifying that the Town of Greenwich has been endorsed onto the general liability policy as an additional insured is also mandatory. This letter must follow exactly the format provided by the Purchasing Department and must be signed by the same individual authorized representative who signed the Acord form, both of which must be signed with original ink “wet” signatures. If the insurance coverage required is provided on more than one Acord certificate of insurance, then additional agent/broker letters are also required. Contract development will begin upon receipt of complete, correct insurance documentation.

AGENT/BROKER

(LETTERHEAD)

(Date)

Town of Greenwich Amy J. Siebert, P.E., Commissioner Department of Public Works 101 Field Point Road Greenwich, CT 06830

Re: (Name of the Insured) Town of Greenwich Contract No. 7138

Dear (Department Head Name):

The undersigned hereby certifies as follows:

(1) I am a duly licensed insurance agent under the laws of the State of [insert state] and an authorized representative of all companies affording coverage under the Acord form submitted herewith;

(2) The Town of Greenwich has been endorsed as an additional insured under general liability policy no. [insert policy number], issued by [insert company affording coverage] to [name of insured];

(3) The general liability policy referenced in paragraph (2) above meets or exceeds the coverage in Commercial General Liability ISO form CG 00 01 10 01, including contractual liability;

(4) The policies listed in the Acord form submitted to the Town of Greenwich in connection with the above referenced contract have been issued to the insured in the amounts stated and for the periods indicated in the Acord form; and

(5) The Town of Greenwich shall be given thirty (30) days prior written notice of cancellation, lapse or restrictive amendment (except ten days notice of nonpayment) of the policies listed in the Acord form.

Sincerely, (Signature) Authorized Representative for all companies listed in the Acord form and same signature as on the Acord c

,,, .~~~f~l~(~ ( Provided coverage limits above Town Standard.

Staqdar4:Workers' Compensatioo and Employer's Liability, with . .

provided by Connecticut State Statutes. Only provide explanation in Section if you are requesting a <leviation from the standard requirement for Workers Comp. . · Justifi~tion for non-standard level- type here: ·

The TOWn!DPW is requesting Pollution Liability Coverage in the amount of$5,000,000.00 per occurrence with an aggregate of$10,000,000.00. This contract is for the collection an<l hauling and disposal of hazardous household materials, and in the event of a spill, coverage to pay for the ~lean-up is necessary.

Prtwid~~ cowrrzge lllxwe tlud rtquested.

·r~:~· l2b

Page l of 2

I AeRo· CERTIFICATE OF LIABILITY INSURANCE

DATE (MMIDD!YYYY)

03/29/2021 t THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHlS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES 'ELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED

.{EPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER ~~~~CT Wi~lis Towers Watson Certificate Center Willis Towers Watson Northeast, Inc .

rlJgN~o Extl; l-877-945-7378 I FAX 1-888-467-2378 c / o 26 Century Blvd (Ate No);

E-MAIL

P.O . Box 305191 ADDRESS; certificates@willis . com

Nashville , TN 372305191 USA INSURER(S) AFFORDING COVERAGE NAIC#

INSURER A , ACE American Insurance Company 22667

INSURED INSURER B ; ACE Property & Casualty Insurance Company 20699 Clean Harbors Environmental Services , Inc. and i ts Affiliates 42 Longwater Drive INSURER C ; Indemnity Insurance Company of North Ameri 43575

Norwell , MA 02061 INSURER D ;

INSURER E ;

INSURER F;

COVERAGES CERTIFICATE NUMBER· W20447026 REVISION NUMBER·

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR

TYPE OF INSURANCE ~~~.; = I (~~TriE~l ' (~~hl~~ LTR POLICY NUMBER LIMITS

X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE s 2,000 , 000

- tJ CLAIMS-MADE 0 OCCUR

DAM~~':__!O_ RENTED s 500 , 000

- PREMISES (Ea occurrence)

A X xcu MED EXP (Any one personl s 10 , 000 x Contractual y BDO G71 45387A 1 1 / 0 1 / 2 020 11/ 01 / 2021 2 , 000 , 0 00 PERSONAL & ADV INJURY s - ~'L AGGREGATE LIMIT APPLIES PER; GENERAL AGGREGATE s 4 , 000 , 000

0PRO- D 4 , 000 , 0 0 0 POLICY JECT LOC PRODUCTS - COMPIOP AGG s OTHER s ..-

( AUTOMOBILE LIABILITY ~~~~~~d~~tfiNGLE LIMIT Is 5 , 000 , 000

X ANY AUTO BODILY INJURY (Per person) s

A - OWNED ,--

SCHEDULED y 1 1 / 01 / 2 020 11 / 01 / 2021 X AUTOS ONLY AUTOS ISA H25310871 BODILY INJURY (Per accident) s x HIRED r- NON-OWNED rp~~~~~re;,8AMAGE X s

- ~WO'ONLY r- AUTOS ONLY

X s X UMBRELLA LIAB M OCCUR EACH OCCURRENCE s 10 , 000 , 000

B - EXCESS LIAB CLAIMS-MADE G4682586A 004 11 / 01 / 2020 11 / 01 / 2021 AGGREGATE s 10,000 , 000

OED I I RETENTION s s

WORKERS COMPENSATION

X I ~~~TUTE I I OTH-

AND EMPLOYERS' LIABILITY ER

Y I N c ANYPROPRIETORIPARTNERIEXECUTIVE 8 E.L. EACH ACCIDENT s 2,000 , 000 OFFICER/MEMBER EXCLUDED? N I A WLR C67459817 (AOS) 11/01/ 2020 ll/ 01 / 2021 (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE 5 2,000 , 000 lf yes. describe under

2,000 , 000 DESCRIPTION OF OPERATIONS below E.L. DISEASE- POLICY LIMIT s A Workers Compensation WLR C67459854 (CA , MA) 11 / 01 / 2020 ll/ 01 / 2021 l!.L . EACH ACCIDENT $2,000 , 000

' Employers Liabil i t y E.L. DISEASE - EA RMI $2 , 000 , 000

Fer Statute E.L.

DISEASE-POL LMT $2 , 000 , 000

DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 1 01 , Additional Remarl<s Schedule, may be attached if more space is required)

Scope of Work : ~l operations of the Named Insured .

SEE ATTACHED

CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN

ACCORDANCE WITH THE POLICY PROVISIONS.

( m of Greenwich

1'---.:tn : Amy Siebert , Department of Public Works

AUTHORIZED REPRESENTATIVE

101 Field Point Rd ~Tfi.A/~ Greenwich, CT 06830

© 1988-2016 ACORD CORPORATION. All nghts reserved.

ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD

SR ID : 20902698 BATCH : 2036842

l2.L-

AGENCYCUSTOMERID: ____________________________________ __

LOC#: ______________ _

ADDITIONAL REMARKS SCHEDULE Page 2 of 2

, cNCY NAMED INSURED

Willis Towers Watson Northeast , Inc . Clean Ra...rbors Environmental Services , Inc . and its Affiliates

42 Longwater Drive POUCY NUMBER Norwe~~ . MA 02061 See Page 1

CARRIER I NAIC CODE

See Page 1 See Page 1 EFFECTIVE DATE: See Page 1

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM,

FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance

Re: Town of Greenwich Contract No . 7138 (Norwalk RFP #4079)

Town of Greenwich is named as an Additional Insured for General Liability and Auto Liability as their interests may appear if required by written contract but only with respect to liability arising out of operations of the Named Insured .

It is further agreed that the General Liability policy shall be Primary and Non-contributory ·with any other insurance in force for or which may be purchased by Additional Insured.

INSURER AFFORDI NG COVERAGE: ACE American Insurance Company

POLICY NUMBER : COO G27416603 006 EFF DATE : 11 / 01/2020

TYPE OF INSURANCE :

Professional Liability

LIMIT DESCRIPTION :

Each Clailn

All Claims

SIR

INS.URER AFFORDING COVERAGE : ACE American Insurance Company

POLICY NUMBER : COO G27416603 006 EFF DATE : 11/01/2020

TYPE OF INSURANCE:

Contractor 's Pollution Liability

LIMIT DESCRIPTION:

Each Claim

AJ.l. C.1ai.ms

SIR

EXP DATE: 11/01/2021

LIMIT AMOUNT :

$10 , 000 , 000

$10 , 000,000

$250 , 000

EXP DATE : 11/01/2021

LIMIT AMOUNT :

$10 ,000 , 000

$10 , 000 , 000

$250,000

NAIC#: 2266·7

NAIC# : 22667.

ACORD 101 (2008/01) © 2008 ACORD CORPORA TJON. All rights reserved.

The ACORD name and logo are registered marks of ACORD

SR ID : 20902698 BATCH: 2036842 CERT : W2044 702 6

l2.D c

Named lnsru red

CLEAN HARBORS,

NOTICE TO OTHERS ENDORSEMENT -SCHEDULE

NOTICE BY INSURED'S REPRESENTATIVE

Endorsement Number

INC.

f:f/)()Syrnbol I tf~c{ ~53§e7 A I Policy Pe~~d/01/2020 to 11/01/2021 Effective Dale of Endorsement

Issued By (Name of Insurance ComP.anvi

ACE AMERICAN INSURANCE COMPANY

.. Insert ihe policy number. The remamder of the mformanon IS to be completed only when this endorsement IS 1ssued subsequent to the preparadon of the policy .

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFUiLL Y.

A. If we cancel the Policy prior to its expiration date by notice to you or the first Named Insured for any reason other than nonpayment of premium, we will endeavor, as set out in this endorsement, to send written notice of cancellation , to the persons or organizations listed in the schedule that you or your representative create or maintain (the "Schedule") by allowing your representative to send such notice to such persons or organizations. This notice will be in addition to our notice to you or the fi st Named Insured, and any other party \Vhom we are required to notify by statute and in accordance with the cancellation provisions of the Pol icy.

B. The notice referenced in this endorsement as provided by you r representative is intended only to be a courtesy notification to the person(s) or organization(s) named in the Schedule in the event of a pending cancellation of coverage. We have no legal obligation of any kind to any such person(s) or organization(s ). The failure to provide advance notification of cancellation to the person(s) or organization(s) shown in the Schedule will impose no obligation or liabili ty of any kind upon us, our .agents or representatives, will not extend any Policy cancellation date and will not negate any cancellation of the Pol icy.

C. We are not responsib le for verifying any information in any Schedule, nor are we responsible for any incorrect information that you or your representative may use.

D. We will only be responsible for sending such notice to your representative, and your representative will in turn send the notice to the persons or organizations listed in the Schedu le at least 30 days prior to the cancellation date applicable to the Policy. You wil l cooperate with us in providing the Schedule , o in causing your representative to provide the Schedule.

E. This endorsement does not apply in the event that you cancel the Policy.

All other terms and conditions of the Policy remain unchanged .

Authorized Representative

ALL-32686 (01 /11 ) Page 1 of 1

[E) ACE American Insurance Company 0 ACE Property & Casualty Insurance Company 0 Indemnity Insurance Co. of North America 0 Insurance Company of North America 0 Westchester Fire Insurance Company

NOTICE TO OTHERS ENDORSEMENT - SCHEDULE

NOTICE BY INSURED'S REPRESENTATIVE

Named Insured Endorsement Number

CLEAN HARBORS, INC.

Policy Symbol I PoliS Number I Policy Pe~~d/01/2020 to 11/01/2021

Effective Date of Endorsement

ISA H2 310871

Issued Bv (Name of Insurance Com P.anv1

ACE AMERICAN INSURANCE COMPANY

lnserr the policy number. The remainder of the 1nformat1on IS ro be comp1etea only ,,,hen th1s endorsement 1s 1ssuea subsequent to the preparatton of the policy.

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

A. If we cancel the Policy…