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Contract 58605
City Secretary Contract No. 58605 FOR*TWORTH. CONTRACTOR SERVICES AGREEMENT This CONTRACTOR SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a Texas home rule municipal corporation and Safety Kleen Systems, Inc., ("Contractor"), a Wisconsin corporation, each individually referred to as a "party"and collectively referred to as the"parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1. This Contractor Services Agreement; 2. Exhibit A—Scope of Services; 3. Exhibit B—Payment Schedule; and 4. Exhibit C—Verification of Signature Authority Form. Exhibits A,B and C,which are attached hereto and incorporated herein,are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and the terms and conditions set forth in the body of this Agreement,the terms and conditions of this Agreement shall control. 1. Scope of Services 1.1 Contractor shall perform in a good and professional manner services listed in this Agreement and more specifically identified in Exhibit "A"— Scope of Services attached to this Agreement shall be incorporated as part of this contract as if fully set forth herein. 1.2. Contractor certifies that it has and will maintain during the term of this agreement all current and appropriate federal, state, and local licenses, permits, and certifications necessary for all services. In addition,Contractor agrees to require any of its subcontractors used to perform this contract to have and maintain current and appropriate federal, state and local licenses and permits to perform the duties prescribed in this contract. 1.3. Contractor shall provide all paperwork and documentation needed to complete waste shipments. 1.4. Contractor shall collect,package(containerizing),and label hazardous,special and solid waste. 1.5 Contractor shall dispose of hazardous and other regulated waste. Disposal includes,but is not limited to incineration,treatment,and landfilling. 2. Term. This Agreement shall begin on the date signed by the Assistant City Manager below Contractor Services Agreement—Safety Kleen OFFICIAL RECORD Page 1 of 26 CITY SECRETARY FT.WORTH,TX City Secretary Contract No. ("Effective Date") and shall expire on 09/30/2023 ("Expiration Date"), unless terminated earlier in accordance with this Agreement("Initial Term"). City shall have the option,in its sole discretion,to renew this Agreement under the same terms and conditions,for up to five(5)one-year renewal options,at City's sole discretion. 3. Compensation. City shall pay Contractor in accordance with the fee schedule as shown in Exhibit`B,"—Price Schedule. Total annual payment made under this Agreement by City shall be in an amount up to fifty thousand dollars ($50,000.00). Contractor shall not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Contractor not specified by this Agreement unless City first approves such expenses in writing. 4. Termination. 4.1. Written Notice. City or Contractor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Contractor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date,City shall pay Contractor for services actually rendered up to the effective date of termination and Contractor shall continue to provide City with services requested by City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Contractor shall provide City with copies of all completed or partially completed documents prepared under this Agreement. In the event Contractor has received access to City Information or data as a requirement to perform services hereunder, Contractor shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 4.4. Termination by Default,Misrepresentation,or other Act. In the event either party defaults in performance of any of its obligations under this Agreement,misrepresents to the other a material fact, or fails to notify the other party of any material fact which would affect the party's performance of its obligations hereunder, the non-defaulting party shall have a right to terminate this contract upon giving the defaulting party written notice describing the breach or omission in reasonable detail. The defaulting party shall have a thirty (30) day period commencing upon the date of notice of default in which to affect a cure. If the Defaulting party fails to affect a cure within the aforesaid thirty(30)day period,or if the default cannot be cured,the Agreement shall terminate as of the date provided in the notice of default. 5. Default 5.1 Event of Default. Contractor shall not be deemed to be default because of any failure to perform under this Agreement,if the failure arises from causes beyond the control without the fault or negligence of Contractor. Such causes are stated in Section 19 of this Agreement. If the failure to perform is caused by the failure of a subcontractor of Contractor's to perform, and if Contractor Services Agreement—Safety Kleen Page 2 of 26 City Secretary Contract No. such failure was beyond the control of both the Contractor and subcontractor,without their fault or negligence, Contractor shall not be deemed to be in default unless the subcontracted supplies or services were reasonably obtainable from other sources. 5.2 Failure to Perform. If any time during the term of this Agreement the work of the Contractor fails to meet the Services required under this Agreement,City may notify Contractor of the deficiency in writing. Failure of Contractor to correct such deficiency and complete the work required under this Contract to the satisfaction of the City within ten days after written notification may result in termination of this contract. 5.3 Remedies.The remedies provided herein are in addition to any other remedies available to the City elsewhere in this Agreement. 6. Disclosure of Conflicts and Confidential Information. 6.1 Disclosure of Conflicts. Contractor hereby warrants to City that Contractor has made full disclosure in writing of any existing or potential conflicts of interest related to Contractor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,Contractor hereby agrees immediately to make full disclosure to City in writing. 6.2 Confidential Information. Contractor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by City("City Information") as confidential and shall not disclose any such information to a third party without the prior written approval of City. 6.3 Public Information Act. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act.In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 6.4 Unauthorized Access. Contractor shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access,modify,delete or otherwise corrupt City Information in any way. Contractor shall notify City immediately if the security or integrity of any City Information has been compromised or is believed to have been compromised,in which event, Contractor shall, in good faith, use all commercially reasonable efforts to cooperate with City in identifying what information has been accessed by unauthorized means and shall fully cooperate with City to protect such City Information from further unauthorized disclosure. 7. Right to Audit. Contractor agrees that City shall, until the expiration of three (3) years after final payment under this contract, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books,documents,papers and records,including,but not limited to,all electronic records, of Contractor involving transactions relating to this Agreement at no additional cost to City. Contractor agrees that City shall have access during normal working hours to all necessary Contractor facilities and shall be provided adequate and appropriate work space in order to conduct Contractor Services Agreement—Safety Kleen Page 3 of 26 City Secretary Contract No. audits in compliance with the provisions of this section. City shall give Contractor reasonable advance notice of intended audits. 8. Independent Contractor. It is expressly understood and agreed that Contractor shall operate as an independent contractor as to all rights and privileges and work performed under this Agreement, and not as agent, representative or employee of City. Subject to and in accordance with the conditions and provisions of this Agreement,Contractor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, Contractors and subContractors. Contractor acknowledges that the doctrine of respondeat superior shall not apply as between City, its officers, agents, servants and employees, and Contractor, its officers, agents, employees, servants, Contractors and subContractors. Contractor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Contractor. It is further understood that City shall in no way be considered a Co-employer or a Joint employer of Contractor or any officers, agents, servants, employees or subContractor of Contractor. Neither Contractor, nor any officers, agents, servants, employees or subContractor of Contractor shall be entitled to any employment benefits from City. Contractor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subContractor. 9. Liability and Indemnification. 9.1 LIABILITY C0A7RAC70RSHALLBELIABLEANDRESPOI�BI.EFORANYANDALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 9.2 GENERAL INDEMNIFICATION- CONTRACTOR HEREBY COVENANTS AND AGREES TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS, AGENTS,SERVANTS AND EMPLOYEES,FROMAND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTYDAMAGE OR LOSS(INCLUDINGALLEGED DAMAGE OR LOSS TO CONTRACTOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY,INCLUDING DEATH, TO ANY AND ALL PERSONS,ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONTRACTOR, ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 9.3 INTELLECTUAL PROPERTY INDEMNIFICATION— Contractor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement,it being understood that this agreement to defend,settle or pay shall not apply if City modifies or misuses the software and/or documentation. So long as Contractor bears the cost and expense of payment for claims or actions against City pursuant to this section, Contractor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect City's interest, and City agrees to cooperate Contractor Services Agreement—Safety Kleen Page 4 of 26 City Secretary Contract No. with Contractor in doing so.In the event City,for whatever reason,assumes the responsibility for payment of costs and expenses for any claim or action brought against City for infringement arising under this Agreement, City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Contractor shall fully participate and cooperate with City in defense of such claim or action.City agrees to give Contractor timely written notice of any such claim or action,with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, City's assumption of payment of costs or expenses shall not eliminate Contractor's duty to indemnify City under this Agreement.If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or,if as a result of a settlement or compromise,such use is materially adversely restricted,Contractor shall,at its own expense and as City's sole remedy,either: (a)procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible,and functionally equivalent non-infringing software and/or documentation at no additional charge to City; or(d)if none of the foregoing alternatives is reasonably available to Contractor terminate this Agreement,and refund all amounts paid to Contractor by City, subsequent to which termination City may seek any and all remedies available to City under law. 9.4 ENVIRONMENTAL INDEMNIFICATION - Contractor does hereby release, indemnify, reimburse, defend and hold harmless the City of Fort Worth from and against any and all environmental damages and the violation of any and all environmental requirements resulting from the cleaning, handling, collection, transportation, storage and disposal of hazardous waste by contractor resulting in an act of omission of environmental violation. Environmental Damages shall mean all claims, judgments, damages, losses, penalties,fines,liabilities(including strict liability),encumbrances,liens,costs, and expenses of investigation and defense of any claim, whether or not such claim is ultimately defeated, and of any good faith settlement or judgment, of whatever kind or nature, contingent or otherwise,matured or unmatured,foreseeable or unforeseeable,including without limitation reasonable attorney's fees and disbursements and consultant's fees, any of which are incurred as a result of handling, collection, transportation, storage, disposal, treatment, recovery, and/or reuse of waste pursuant to this contract, or the existence of a violation of environmental requirements pertaining to, and including without limitation: Damages for personal injury and death,or injury to property or natural resources; Fees incurred for the services of attorneys, consultants, contractors, experts, laboratories and all other costs in connection with the investigation or remediation of such wastes or violation of environmental requirements including, but not limited to, the preparation of any feasibility studies or reports of the performance of any cleanup, remediation, removal, response, abatement, containment, closure,restoration or monitoring work required by any federal, state or local governmental agency or political subdivision, or otherwise expended in connection with the existence of such wastes or violations of environmental requirements, and including without limitation any attorney's fees, costs and expenses incurred in enforcing this contract or collecting any sums due hereunder; and liability to any third person or governmental agency to indemnify such person or agency for costs expended in connection with the services provided under this agreement. 10. Assignment and Subcontracting. Contractor Services Agreement—Safety Kleen Page 5 of 26 City Secretary Contract No. 10.1 Assignment. Contractor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of City. If City grants consent to an assignment,the assignee shall execute a written agreement with City and Contractor under which the assignee agrees to be bound by the duties and obligations of Contractor under this Agreement. Contractor and Assignee shall be jointly liable for all obligations of Contractor under this Agreement prior to the effective date of the assignment. 10.2 Subcontract. If City grants consent to a subcontract, sub Contractor shall execute a written agreement with Contractor referencing this Agreement under which sub Contractor shall agree to be bound by the duties and obligations of Contractor under this Agreement as such duties and obligations may apply. Contractor shall provide City with a fully executed copy of any such subcontract. 11. Insurance. Contractor shall provide City with certificate(s) of insurance documenting policies of the following types and minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 11.1 Coverage and Limits (a) Commercial General Liability: $1,000,000- Each Occurrence $2,000,000- Aggregate (b) Automobile Liability: $1,000,000- Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by Contractor, its employees, agents, representatives in the course of providing services under this Agreement. "Any vehicle" shall be any vehicle owned,hired and non-owned. (c) Worker's Compensation: Statutory limits according to the Texas Workers' Compensation Act or any other state workers' compensation laws where the work is being performed Employers' liability $100,000- Bodily Injury by accident; each accident/occurrence $100,000- Bodily Injury by disease; each employee $500,000- Bodily Injury by disease;policy limit (d) Professional Liability(Errors&Omissions): $1,000,000- Each Claim Limit $1,000,000- Aggregate Limit Contractor Services Agreement—Safety Kleen Page 6 of 26 City Secretary Contract No. Professional Liability coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims-made,and maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to City to evidence coverage. (e) Environmental Impairment Liability (EEL) and/or Pollution Liability - $2,000,000 per occurrence. EEL coverage(s) must be included in policy listed in item a; or,such insurance shall be provided under separate policy(s). Liability for damage occurring while loading, unloading and transporting materials collected under the contract shall be included under the Automobile Liability insurance or other policy(s). 11.2 General Requirements (a) The commercial general liability and automobile liability policies shall name City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery)in favor of City. (c) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium.Notice shall be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas.All insurers must have a minimum rating of A-VII in the current A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required,written approval of Risk Management is required. (e) Any failure on the part of City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that Contractor has obtained all required insurance shall be delivered to the City prior to Contractor proceeding with any work pursuant to this Agreement. 12. Compliance with Laws,Ordinances,Rules and ReEulations. Contractor agrees that in the performance of its obligations hereunder, it shall comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this Agreement will also comply with all applicable federal, state and local laws, ordinances,rules and regulations. If City notifies Contractor of any violation of such laws, ordinances, rules or regulations, Contractor shall immediately desist from and correct the violation. Contractor Services Agreement—Safety Kleen Page 7 of 26 City Secretary Contract No. 13. Non-Discrimination Covenant. Contractor, for itself, its personal representatives, assigns, subContractors and successors in interest, as part of the consideration herein, agrees that in the performance of Contractor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT BY CONTRACTOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, SUBCONTRACTORSS OR SUCCESSORS IN INTEREST, CONTRACTOR AGREES TO ASSUME SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS FROM SUCH CLAIM. 14. Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or(3)received by the other party by United States Mail,registered,return receipt requested, addressed as follows: To CITY: To CONTRACTOR: City of Fort Worth Safety Kleen Systems Attn: Assistant City Manager Inc. Shaynn Mahan 200 Texas Street 42 Longwater Drive Fort Worth,TX 76102-6314 Norwell,MA 02061 Facsimile: (817)392-8654 PO Box 9149 Facsimile: n/a With copy to Fort Worth City Attorney's Office at same address 15. Solicitation of Employees. Neither City nor Contractor shall, during the term of this Agreement and additionally for a period of one year after its termination,solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing,this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party. 16. Governmental Powers. It is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. 17. No Waiver. The failure of City or Contractor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of City's or Contractor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 18. Governine Law/Venue. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action,whether real or asserted,at law or in equity,is brought pursuant to this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas,Fort Worth Division. Contractor Services Agreement—Safety Kleen Page 8 of 26 City Secretary Contract No. 19. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable,the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 20. Force Maleure. City and Contractor shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement,but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority,transportation problems and/or any other similar causes. 21. Headings not Controlling. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 22. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or Exhibits A,B, and C. 23. Amendments/Modifications/Extensions. No amendment, modification, or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument, which is executed by an authorized representative of each party. 24. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart shall,for all purposes,be deemed an original,but all such counterparts shall together constitute one and the same instrument. 25. Warranty of Services,License and Permits. Contractor warrants that it understands the known hazards and suspected hazards that are present to persons, property and the environment by providing packing, transporting, and disposal of hazardous, special and solid waste. Contractor further warrants that it will perform all services under this contract in a safe, efficient and lawful manner using industry accepted practices,and in full compliance with all applicable state and federal laws governing its activities and is under no restraint or order which would prohibit performance of services under this Agreement. Contractor certifies that on the day work is to commence under this contract, and during the duration of the contract, it shall have and maintain current valid and appropriate federal and state licenses and permits necessary for the provision of services under this Agreement. Contractor also certifies that if it uses any subcontractor in the performance of this agreement,that such subcontractor shall have and maintain current valid and appropriate federal and state licenses and permits necessary for the provision of services under this Agreement. 26. Immigration Nationality Act. Contractor shall verify the identity and employment eligibility of its employees who perform work under this Agreement,including completing the Employment Eligibility Verification Form(I-9). Upon request by City, Contractor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Contractor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Contractor employee who is not legally eligible Contractor Services Agreement—Safety Kleen Page 9 of 26 City Secretary Contract No. to perform such services. CONTRACTOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY CONTRACTOR, CONTRACTOR'S EMPLOYEES, SUBCONTRACTORS,AGENTS,OR LICENSEES.City,upon written notice to Contractor,shall have the right to immediately terminate this Agreement for violations of this provision by Contractor. 27. Ownership of Work Product. City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in conjunction with the services provided under this Agreement(collectively,"Work Product"). Further,City shall be the sole and exclusive owner of all copyright,patent,trademark,trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first).Each copyrightable aspect of the Work Product shall be considered a"work-made- for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product,or any part thereof,is not considered a"work-made-for-hire"within the meaning of the Copyright Act of 1976, as amended, Contractor hereby expressly assigns to City all exclusive right,title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein,that City may have or obtain,without further consideration, free from any claim,lien for balance due,or rights of retention thereto on the part of City. 28. Signature Authority. The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order,resolution, ordinance or other authorization of the entity. This Agreement and any amendment hereto, may be executed by any authorized representative of Contractor whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit"C". Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 29. Change in Company Name or Ownership. Contractor shall notify City's Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of Contractor or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9,documents filed with the state indicating such change,copy of the board of director's resolution approving the action,or an executed merger or acquisition agreement.Failure to provide the specified documentation so may adversely impact future invoice payments. 30. No Boycott of Israel. If Contractor has fewer than 10 employees or this Agreement is for less than $100,000,this section does not apply. Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel"and"company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Contractor certifies that Contractor's signature provides written verification to the City that Contractor: (1)does not boycott Israel; and(2)will not boycott Israel during the term of the contract. 31. Prohibition on Boycotting Enerav Companies. Vendor acknowledges that, in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 Contractor Services Agreement—Safety Kleen Page 10 of 26 City Secretary Contract No. or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and(2) will not boycott energy companies during the term of the contract. The terms"boycott energy company" and"company"have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code,as added by Acts 2021, 87th Leg.,R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement,Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (1) does not boycott energy companies; and(2)will not boycott energy companies during the term of this Agreement. 32. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code,as added by Acts 2021,87th Leg.,R.S.,S.B. 19, § 1,the City is prohibited from entering into a contract for goods or services that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg.,R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement,by signing this Agreement,Vendor certifies that Vendor's signature provides written verification to the City that Vendor:(1)does not have a practice,policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and(2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 33. Electronic Signatures. This Agreement may be executed by electronic signature, which will be considered as an original signature for all purposes and have the same force and effect as an original signature.For these purposes,"electronic signature"means electronically scanned and transmitted versions (e.g.via pdf file or facsimile transmission)of an original signature,or signatures electronically inserted via software such as Adobe Sign. 34. Entirety of Agreement. This Agreement,including all attachments and exhibits,contains the entire understanding and agreement between City and Contractor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples. (signature page follows) Contractor Services Agreement—Safety Kleen Page 11 of 26 City Secretary Contract No. ACCEPTED AND AGREED: CITY OF FORT WORTH: CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of Ddnd B"LLOff this contract,including ensuring all performance and By: Dana Burehdoff ec16,202211:22CST) reporting requirements. Name: Dana Burghdoff Title: Assistant City Manager Date: °w,6 By. Denise Garcia on behalf of Eliana Guevara(D c 12,202211:07 CST) Name: Eliana Guevara APPROVAL RECOMMENDED: Title: Senior Administrative Services Manager _ram S APPROVED AS TO FORM AND LEGALITY: By: Steve c.obke Dec 12, 11:22 CST) Name: Steve Cooke Title: Property Management Director By: 4,d4'04pQn� Name: Christopher Austria ATTEST: 'poF FORroa� Title: Assistant City Attorney p!`o .10 r p�"° ° CONTRACT AUTHORIZATION: �7GI`l`l2l<t<2 cl C7000t� °o ���r s 4"°a��Ezp 4b M&C: N/A By: Jannette S.Goodall(Dec 16,202215:23 CST) �U444� 1295• N/A Name: Jannette S. Goodall Title: City Secretary CONTRACTOR: Safety%leen Systems,Inc. sk6I #-#—AW,W By: Shaynn ahan(Dec 9,202212:46 EST) Name: Shaynn Mahan Title: Sales Leader Date: OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX Contractor Services Agreement—Safety Kleen Page 12 of 26 EXHIBIT A SCOPE OF SERVICES USED OIL AND ANTIFREEZE DISPOSAL 1.0 INTENT This agreement will provide packing,transporting and disposal services of hazardous, special and solid waste for the City of Fort Worth Property Management Department Fleet Service Centers (PMD). 2.0 TERM The term of the agreement shall be for a period of one(1)year with the option to renew for up to five, one-year period from the date established in the agreement. 3.0 GENERAL TERMS AND DEFINITIONS City The City of Fort Worth Contract/Agreement As referenced in the RFP,this contract represents the `used oil and antifreeze agreement',including all exhibits attached to it and incorporated in it by reference, and all amendments,modifications or revisions made in accordance with its terms. Contractor Successful Contractor awarded an agreement from this RFP. Department of Transportation Government agency for planning and support of the nation's land,air and sea-based (DOT) travel systems. Emergency Events Inclement weather conditions and high-volume storage capacities. Environmental Protection Government agency protects people and the environment from significant health Agency(EPA), risks and enforces environmental regulations. James Avenue Service Center City of Fort Worth's Fleet Service Center located on James Avenue. (JASC) North Service Center(NSC) City of Fort Worth's Fleet Service Center located on Hillshire Dr. Occupational Safety and Government agency assures safe and healthful working conditions by setting and Health Administration enforcing standards. (OSHA) Property Management City of Fort Worth's Property Management Department Department(PMD) Request for Proposal(RFP) Contractor's proposal of what services the Contractor can provide based on the City's advertised request. Southside Service Center City of Fort Worth's Fleet Service Center located on Columbus Trail. (SSSC) Contractor Services Agreement—Safety Kleen Page 13 of 26 City Secretary Contract No. Texas Commission of (Government agency that protects Texas's public health and natural resources Environmental Quality consistent with sustainable economic development. (TCEQ) Uncontaminated Used Oil Used fluids with less than five percent(5 %)water or contaminants. Water Service Center(WSC) City of Fort Worth's Fleet service center located at Daggett Avenue. 4.0 GENERAL REQUIREMENTS 4.1 Contractor hereby agrees to provide the City with services for the purpose of disposing of used oil and antifreeze. 4.2 Contractor shall provide all the labor,materials, and equipment necessary for the packaging,transportation,and disposal of City generated hazardous, special and solid waste on an as-needed basis. 4.3 Contractor shall provide written documentation and manifest(s)needed to complete waste shipments to the Property Management Department as per local, state and federal laws and regulations require. 4.3.1 Documentation shall consist of,but not limited to,the following information: 4.3.1.1 Name and physical address of transporter; 4.3.1.2 TCEQ Used Oil Handler registration number of the company that transports the oil; 4.3.1.3 Environmental Protection Agency(EPA)registration number; 4.3.1.4 Name and physical address of generator; 4.3.1.5 Date; 4.3.1.6 Amount(s) and type(s)of waste products removed from designated site; 4.3.1.7 Transporter and generator signatures. 4.4 While on City property, Contractors who acts in a manner deemed unacceptable by City standards shall be asked to leave the premises by authorized City personnel and shall be replaced in order to maintain the safest environment for all workers. 4.5 Contractor shall be responsible for meeting all City,County, State,and Federal laws, ordinances and regulations of,but not limited to,the Environmental Protection Agency (EPA), Occupational Safety and Health Administration(OSHA), and the Texas Commission on Environmental Quality(TCEQ)for the safety of people,environment, and property. 5.0 RESPONSE TIMES&LOCATIONS 5.1 Contractor shall be able to commence services immediately after successfully negotiating a contract for services,and said services within the period specified after the award of the contract. 5.2 Contractor shall check in with the Supervisor on duty at each City location stated in Section 5.4 upon arrival and prior to commencing services. 5.3 Contractor and City shall coordinate routine collection days and times.The City shall make efforts to provide a minimum of five(5)business days'notice to contractor for a collection, Contractor Services Agreement—Safety Kleen Page 14 of 26 City Secretary Contract No. however,collection times and days shall vary depending on location's needs. 5.4 In the event an emergency pickup is necessary,the Contractor is required to respond within twenty-four(24)hours of being contacted by City personnel.In times of inclement weather, the contractor is required to give the City first right of refusal of services as a preventive measure to avoid any environmental incidents or dangerous situations. Emergency events are defined as, but not limited to, inclement weather conditions and high-volume storage capacities. 5.5 City of Fort Worth Collection Centers,but not limited to: BRENNAN BODY JAMES AVE NORTH SERVICE WATER SERVICE SOUTHSIDE SHOP SERVICE CENTER CENTER SERVICE CENTER CENTER (WSC) (SSSC) (JASC) 2500 Brennan Ave 5021 James Ave 309/317 Hillshire Dr. 2222 W.Daggett Ave. 4100 Columbus Trail Fort Worth,TX Fort Worth,TX Fort Worth,TX Fort Worth,TX 76104 Fort Worth,TX 76133 76106 76115 76131 5.6 At the City's discretion, additional pick-up locations may be added during the term(s)of this service agreement.The City shall provide the contractor sufficient notice to prepare for additional pick-ups. 6.0 TRAININGS, CERTIFICATIONS,PERMITS AND/OR LICENSES: 6.1 Contractor's employees operating vehicles utilized in the collection,hauling,and disposal or recycling of,but not limited to,Used Motor Oil,Used Oil Filters,Used Antifreeze are all required to maintain necessary certifications as required by law. 6.2 Contractor, at its sole cost and expense, shall maintain throughout the course of providing service to the City of Fort Worth,any permits,licenses and approvals necessary or required to perform the requirements and services described herein,including but not limited to: the collection,hauling, and disposal or recycling of Used Motor Oil,Used Oil Filters,Used Antifreeze, and any other service provided under the terms of this agreement. 7.0 CONTRACTOR RESPONSIBILITIES 7.1 Collection: 7.1.1 Contractor shall be responsible for the safe and proper collection of used automotive motor oil and waste products such as,used oil filters,used automotive antifreeze, and contaminated water from the City's designated sites and the City of Fort Worth Fleet Maintenance Shop. 7.1.2 Contractor shall be responsible for the cleanup of any spills on City property as a result of the collection process by the Contractor of all used fluids and waste products. Contractor shall be liable for any accidents, spills,leaks, etc.,that occur during the transfer,collection or loading of used fluids,antifreeze,used filters, drums, etc. 7.1.3 Contractor must be equipped to handle any waste collection clean-up resulting from the leakage of hazardous materials from a container during the collection and extraction process. Contractor Services Agreement—Safety Kleen Page 15 of 26 City Secretary Contract No. 7.1.4 Contractor is also responsible for the disposal of the materials used to clean up the spills that occur during the transfer operations. 7.1.5 Contractor shall collect,package(containerizing), and label hazardous, special and solid waste. 7.1.6 Contractor shall collect,package(containerizing), and label hazardous, special and solid waste. 7.2 Disposal/Recycling: 7.2.1 Contractor shall dispose of hazardous and other regulated waste. Disposal includes,but is not limited to incineration,treatment and landfilling. 7.2.2 Contractor shall be responsible for the disposal and/or recycling of the used oil and other waste materials in compliance with all local, state and federal regulations. 7.2.3 Contractor's disposal/recycling methods shall be approved and/or registered with Texas Commission on Environmental Quality(TCEQ). 7.2.4 Contractor shall notify the City of their disposal locations,recycling methods,re- sales, etc.,as the City is a designated waste generator. 7.2.5 Contractor shall dispose,recycle and/or reuse requested fluids. 7.3 Transportation: 7.3.1 Contractor shall be responsible for the proper transportation of all used fluids and waste products on a schedule agreed upon by the Contractor and the City,as well as on an ad hoc needed basis. The Contractor shall be responsible for the proper maintenance of their licensed transportation and transferring systems. 7.3.2 Contractor shall follow all local, state and federal laws and regulations regarding the transportation of hazardous materials and properly maintain all required documentation of collections of services while under contract with the City. 7.4 Material(s) Collection Information(Approximate Gallons Collected Annually): LOCATION NAME ADDRESS DRUM DRUMS (PER OIL& SIZE LOCATION) ANTIFREEZE COLLECTION Brennan Body Shop 2500 Brennan Ave 55-Gallon 1 2,300 Fort Worth,TX 76106 James Avenue 5021 James Ave 55-Gallon 1 10,000 Service Center Fort Worth,TX 76115 North Service Center 317 Hillshire Dr 55-Gallon 1 2,000 Fort Worth,TX 76131 Water Service Center 2222 Daggett Ave 55-Gallon 1 2,000 Fort Worth,TX 76102 Contractor Services Agreement—Safety Kleen Page 16 of 26 City Secretary Contract No. Southside Service 4100 Columbus Tr 55-Gallon 1 2,000 Center Fort Worth,TX 76133 7.4.1 Used Oil/Fluids: 7.4.1.1 Contractor shall accept in the tanks for used motor oil the following fluids: 7.4.1.1.1 Uncontaminated used motor oil; 7.4.1.1.2 Kerosene; 7.4.1.1.3 Transmission fluid; 7.4.1.1.4 Power steering fluid; 7.4.1.1.5 Gear oil; 7.4.1.1.6 Hydraulic oil; 7.4.1.1.7 Diesel fuel; 7.4.1.1.8 Heating oil(fuel oils#2,and#4); and 7.4.1.1.9 Other uncontaminated fluids of City's choosing. 7.5.3 Motor oil containing no chlorinated solvents; other potential contaminants shall be discussed between the Contractor and City on a case-by-case basis. 7.5.4 Antifreeze: 7.5.4.1 Contractor shall provide and maintain in good repair and safe conditions tanks for collection of antifreeze at each collection location. Less than 5%of City antifreeze collected is Propylene Glycol while the remaining is Ethylene Glycol. However,these two can co-mingle in drums per guidelines. Example: (Preston antifreeze.) 7.5.4.2 Antifreeze containing no chlorinated solvents; other potential contaminants shall be discussed between the Contractor and City on a case-by-case basis. 7.5.4.3 Contractor shall accept the following fluids in the tanks for antifreeze: 7.5.3.3.1 Ethylene glycol-based antifreeze; 7.5.3.3.2 Propylene glycol-based antifreeze; 7.5.3.3.3 Ethylene glycol-based de-icers; and 7.5.3.3.4 Water 7.5.4.4 An inconsequential amount of motor oil occasionally associated with antifreeze is also acceptable in the antifreeze tank. 7.5.5 Used Oil Filters: 7.5.5.1 At the initiation of the first term of the agreement,the Contractor shall supply the City ample 55-gallon drums to begin storing the used (crushed)filters in until transportation and disposal arrangements are requested. Contractor Services Agreement—Safety Kleen Page 17 of 26 City Secretary Contract No. 7.5.5.2 Contractor shall collect used oil filters in fifty-five(55)gallon drums approved by the Department of Transportation(DOT). 7.5.5.3 Contractor shall provide initial drums at each collection location. 7.5.5.4 Contractor shall maintain drums for collection of used oil filters in good and safe conditions and provide repairs and replacements as necessary. 7.5.5.5 Contractor shall provide,at its own expense,an empty replacement drum for every drum of filters and antifreeze it collects. 7.5.5.5.1 Additional drums for used oil,if needed by the City,must also be provided at the City's request at no charge. 7.5.5.6 Empty replacement drums shall be left at the time of collection of the drum containing filters,in order to avoid a situation where there is no collection container at collection site. 7.5.5.7 Contractor shall accept used oil filters typically used on cars and trucks, including those used on larger trucks and heavy equipment,used diesel fuel filters,and the residual fluids associated with said filters. 7.5.6 Supplies: 7.5.6.1 Contractor shall provide drums,labels and manifest at no cost to the City unless the City chooses to provide their own drums at certain facilities. 7.5.6.2 Contractor shall carry a cleanup prep kit in their vehicles to handle the collection clean-up which should consist of,but is not limited to: 7.5.6.2.1 Absorbent pads; 7.5.6.2.2 Granular sorbent materials; 7.5.6.2.3 Solidifiers; and 7.5.6.2.4 Gloves. 7.5.6.3 In the event that the City supplies the Contractor with spill cleanup products,the Contractor shall reimburse the City for the cost of the provide materials. 8.0 CONTRACTOR RESTRICTIONS 8.1 Contractor shall not accept the following fluids in the used motor oil tanks: 8.1.2 Chlorinated solvents; 8.1.3 Carburetor cleaner; 8.1.4 Brake cleaner; 8.1.5 Transformer oils; 8.1.6 Parts cleaning solvents; 8.1.7 Paint and paint thinner; 8.1.8 Gasoline or mixed gas; or 8.1.9 Other volatile flammable liquids/hazardous materials. Contractor Services Agreement—Safety Kleen Page 18 of 26 City Secretary Contract No. 8.2 Motor oil(other than that described above in Section 7.5.4.4),chlorinated solvents, flammable liquids, and other hazardous materials shall not be accepted in the antifreeze tanks. 9.0 PRICING METHODOLOGY 9.1 Used Fluids: 9.1.1.Pricing will be based on the market index as stated by the United States Department of Energy.This is the accepted industry costing method nationwide.Geographically, for the purposes of this contract,the baseline by which Contractor should determine their submittal fees at which they shall invoice or compensate(pay for oil)the City for disposal and/or collection of the used fluids should be determined by the Gulf Coast Region Index,#2 Dollar amounts shall be listed in Dollars of the United States of America, or decimal fractions thereof($)or(USD). 9.1.2.The methodology for pricing of the recycled used oil from the City can be calculated by following Table B on 9.4.1, listing a sliding scale of index pricing. This enables the City,in favorable market conditions,to earn a rebate on quality uncontaminated used fluids by mitigating our other disposal fees. Additionally, during unfavorable market values, our costs for the disposal of used oil shall be minimized. 9.1.3. Pricing stated shall be on a sliding scale and averaged with limiting parameters for this commodity based on the accepted market index. 9.1.3.1 Parameters are as follows, ($5.00 per gallon and $1.00 per gallon respectively.) 9.1.3.2. Should Gulf Coast #2 increase above $5.00 USD/Gallon or drop below$1.000 USD/gallon the parties agree to meet and renegotiate the agreement. 9.1.3.3. Pricing shall adjust each month based on the two month's prior average spot closing price of Gulf Coast#2 Index posted on the Department of Energy's Website: http://www.eia.doe.gov/dnav/pet/petpri spt sl d.htm 9.1.3.4. Contractor shall mail a separate rebate payment to the City for recyclable used fluids in the form of a check through the U.S.Postal Service to: Southside Service Center 4100 Columbus Trail Fort Worth,TX 76133 9.1.3.5 Contractor shall not apply the rebate payment to any invoice to offset the cost of services within this agreement. 9.1.3.6. Pricing is not provided for oils containing orphaned wastes, contaminated/non-conforming oil wastes due to halogen, ash or other hazardous constituent, or oils contaminated with antifreeze or waters exceeding 5%. 9.1.3.7. The Contractor shall provide the test documents to confirm the contamination levels of used oil when determining the rejection of used fluids from the used oil recycling rebate portion of this RFP. 9.2 Used Oil Filters: 9.2.3 The City shall pay a flat fee by the 55-gallon drum for the disposal of used Contractor Services Agreement—Safety Kleen Page 19 of 26 City Secretary Contract No. (crushed)oil filters. 9.2.4 The used oil filters shall be stored by the City in 55-gallon drums, supplied by the Contractor at no charge to the City,as required in the RFP specifications. 9.2.5 This fee shall be determined as a straight-line item per drum disposal fee. 9.3 Antifreeze: 9.3.1 The City shall pay a flat fee by the gallon for the disposal of antifreeze. 9.3.2 This fee shall be determined as a straight-line item per gallon disposal fee. 9.3.3 The antifreeze shall be stored by the City in either City-owned vat containers or in 55-gallon drums supplied by the Contractor at no charge to the City,as required in the RFP specifications. 9.4 TABLE A- Unit prices shall include all associated costs,not limited to delivery, fuel and handling charges,per table on Exhibit B.No additional charges will be accepted or paid by the City. Note: * GAL-Per gallon.Unit of Measure: gallon(ea.)-set per fee/over stored in 55- gallon drums when vats at capacity ** DR-55-gallon drum Item Class-Item Unit Unit Price 1. Antifreeze GAL* a. Used Oil—Recyclable GAL* Used Oil/Fluids-disposal only GAL* 2b. (contaminated greater than 5%) Used Crushed Oil/Fluid Filters—potentially DR** a. contains flammable materials Used Crushed Oil Filters—solid(s) R** b materials-solvents 4. Used Oil/Fluid solid materials R** �OTAL Contractor Services Agreement—Safety Kleen Page 20 of 26 City Secretary Contract No. 9.4.1 TABLE B Price Adjustment Index Table(PAIT)Tabulation Price Adjustment Index Table(PAIT)Tabulatio -TABt_F3 'Enter any one of the following Acronym in colurnn"d"as applicable; Gulf Coast#2 Index Zone 2 (USD) (per gallon) Key CFO-Charge far Oil Rate Currency Rate CFOIPFO/NC* PFO-Pay for Oil a b C d NC-No Charge _$5.00 JDA ,�VL � c3 _ $�I.7 �r Notes; $4.50 0 $4.25 ��� CFO—Proposer charges City at the $400 rate skated in column"c"For collection of 4i1.$3.75 PFO-Proposer pays too City at the $3 rate stated in column"c"for collection $3.25 LJSD A 4D of Oil. $3.00 USD CD• MC - Proposer neither charges no $2.75 USD )�' pays City for oolleotion of Oil_ In thi $2.50 USD case. column "c" shall be considefe 1 $2.25 US❑ 11. fa4 i $2.00 USD 6 •+ � LVrh I ►I+r� $1.75 USD FA 1 ' S1.50 USD 11 . 3D t--n $1,25 USD .0 , r> $1.00 USD 9.4.1.1. The Price Adjustment Index Table(PAIT)Tabulation is referenced above in Table B. Rate(dollar amount)into the `Zone 2 Rate' (column"c"in the PAIT) which signifies the price agreed to either(1) `Charge for Oil' the disposal fee,(2) `Pay for Oil' to the City as a rebate/sale for recycling or break even and collect at(3) `No Charge'. The Zone 2"CFO/PFO/NC"(column"d"in the PAIT)which signifies their breakpoints for disposal fees,rebate/recycle payments to the City or no charge services. 9.4.1.2. It is understood in the market industry and for purposes of defining breakpoints on this RFP,that the average Index Rate is determined by the following formula: 9.4.1.2.1. Index Rate in US Dollars(column"a"in the PAIT)=Add the prior two(2)Months Average Spot Closing Price on Gulf Coast #2 Index and Divide by two(2). 9.4.1.2.2. Should Gulf Coast#2 increase above $5.00 USD/Gallon or drop below$1.00 USD/gallon the parties agree to meet and renegotiate the agreement. 9.4.1.2.3. The Index Rate in US Dollars shall be round up or down to the nearest tenth of a decimal point. It is accepted and given that any value at or above 0.50 be rounded upward. (The common Contractor Services Agreement—Safety Kleen Page 21 of 26 City Secretary Contract No. industry practice for used fluid rebate programs is to round the Index to the tenth when dealing with monetary funds to minimize the administrative paperwork associated with fluctuating Indexes.) 9.4.1.3. Used fluid payments or disposal fees shall be based on collections from City of Fort Worth locations and averaged based on the prior two(2)months average spot closing. 9.4.1.3.1. Rate(dollar amount)in the `Zone 2 Rate' (column"c"in the PAIT)which signifies the price agreed to either(1) `Charge for Oil'the disposal fee,(2) `Pay for Oil' to the City as a rebate/sale for recycling or break even and collect at(3) `No Charge'. In the Zone 2"CFO/PFO/NC"(column"d"in the PATT)which signifies breakpoints for disposal fees,rebate/ recycle payments to the City or no charge service. 10.0 CITY RESPONSIBILITIES 10.2 City shall provide a safe working condition for the Contractor to perform all job duties required in this scope of work. 10.3 City personnel shall maintain the City-owned vats and containment storage units to be emptied by the Contractor in good condition to minimize any potential risk of leakage. 10.4 City personnel shall also ensure the integrity and structure of the 55-gallon drums provided by the Contractor for acceptable used fluids and waste collection, disposal and transportation,while in the possession of the City. 10.5 City personnel shall ensure all safety measures and precautions are made to preserve the longevity of the storage vessels,thus,minimizing the risk of leakage during the collection and transportation of used fluids and waste by the Contractor. 10.6 City shall provide a safe working condition for the Contractor to perform all job duties required in this scope of work. 10.7 City reserves the right to inspection and reject any 55-gallon drums provided by the Contractor to be used for storage,disposal or transportation of used fluids and waste at or from City locations. 10.8 City controls access to the container tanks,therefore the Contractor may only access the collection areas when a mutual appointment is set by Contractor and the City. 10.9 City shall allow unit price adjustments upwardly or downwardly when correlated with an industry wide adjustment.Requests for reasonable price adjustments shall be considered however,justification for the pricing adjustment based on the industry market value shall have mutual consent from both parties and be supported by appropriate documentation with each submittal of collected fluids and waste. 10.10 Documentation reflecting the current market value of used oil must be submitted with the Contractor's manifest and payment receipt or invoice for services rendered based on the day the waste was collected. Contractor Services Agreement—Safety Kleen Page 22 of 26 EXHIBIT B PAYMENT SCHEDULE ATi•AC HIMENT-8 PF110E;SHEET Th s sheet wil I be used io mivate oost6 and pelcing.This shoadt rrMlst be in a se"rate sealed envekrpe nslde the main package marked-PRICING.' Contractor shall pfo6ft a pricing shoat Ina separale atlaohmant 0eiai'ing their iwrvirAs and associated fees.Contrachor may include any adulitiorwal tarwlae:s and fees.Hcwesrar,pricing for this R FP will only be evaluated for the coat of items on Table A and Tablo U. 1-0 PRICE PROPOSAL 1.1 Price PrapoSal-TAgLP A 1,1,1 Unit pnoes shall include all associated oasis,not Ilmiaad to delivery,fuel and handling charges. No additional Charges vl1I ba acoepted or pain Oy the City. ItemCltss4iaerrl Quantity Unit of Unlit Police d/easuM 1 PdItIlmoze 23WO GAV 0. 57.0 e-" t, 2a. Used 01I-Recyclable 0500 GAL" IJ6asd OiUFlu s-dispmal only Moo 2b, (eDniaminaled graaierthan"'1 ] )rk le sad Crrshed iU u Fillers-potentially ccntains Flammable 60 DR'" ,, o 3a. rrreterials 3b, and 51 Metarlair-SON nls 10 DR" o 4 Used OiUFluid 6plid r^atwlals 10 DR" TOTAL Ne4ea� Pfr gallon.limit of k mLda.ga ion(lea.)-mr.per rre+o4w#1pro7 in"-gannn Anima when vaee eI. ulmeft DR-55-wllon drug 1.2 Price Adjueimant index Table(PACT)Tabulation-TABLE 2 1.2,1 The Price Adjusimeni I rrdax'faAble(FAIT)TabL kelim i9 rrrferenra dl In Tab a B. Rake(dollar amount)Into 1ha 2ma,2 Rate'{rolun^n'e'in the FAIT)which 9igriftr.the price agreed to 6ther(1)'Charge for OII'the tllsposa}fee.(2)'Pay fotOil'ta]the City OR a mbaWasle forreroi"g otbraak even and oalleet at(3i 'No Charge.The Zone 2 TFQfPFCMC`(-cadumn-d"In the PAIT)which signifies their broakpciiir"for disposal fese,h baWre+cycle paymsrlta to the City of no chugs services. 1.2.2 It is understand in'na market Indus'ry and`or pwposea of defInlreg bmakpoints on this RFP,that the average Index Rate is determined lri theo f0lowi ng formula: 1.2.2.1 trldox Rate In US Datlars(column"a"in the PAIT) Add the prior two(2) Monihs Average Spot Claming PriC6 or,Ga:H Coast 02 Indexand Divide by two(2). 1.2.2.2 Should Gulf Cone.01 increase above$5.00 USDiGallon or drop below $1.00 USEVSal Ian the parties agmL to meet and renegatiale tFsL� agreement. 1-2.2.3 The Index Rate In US Datlar9 slio.b-.-round tip of dawn to the nearest tenth of a decimal point,tt ie aompted and given thal any value at or Miss Used 011 and A-t+rneore Aq 8 Dlgpoeal 56Moee Page26 oT30 Contractor Services Agreement-Safety Kleen Page 23 of 26 above 0.50 be rounded upward.(The common industry practice for used fluid rebate programs is to round the Index to the tenth when dealing with monetary funds to minimize the administrative paperwork associated with fluctuating Indexes.) 1.2.2.4 Used fluid payments or disposal fees shall be based on collections from City of Fort Worth locations and averaged based on the prior two(2) months average spot closing. 1.2.3 Rate(dollar amount)in the'Zone 2 Rate'(column"c"in the PAIT)which signifies the price agreed to either(1)'Charge for Oil'the disposal fee,(2)'Pay for Oil'to the City as a rebate/sale for recycling or break even and collect at(3)'No Charge'. In the Zone 2"CFO/PFO/NC"(column"d"in the PAIT)which signifies breakpoints for disposal fees,rebate/recycle payments to the City or no charge service. Price Adjustment Index Table(PAIT)Tabulatio - *Enter any one of the following Acronym in column"d"as applicable: Gulf Coast#2 Index Zone 2 (USD)(per gallon) Key: CFO-Charge for Oil Rate Currency Rate CFO/PFO/NC* PFO-Pay for Oil a b c d NC-No Charge $5.00 USD 0 Flpb - $4.75 USD Notes: $4.50 USD $4.25 USD CFO-Proposer charges City at the rate stated in column"c"for collection $4.00 1 USD S F 0 of Oil. $3.75 USD Z Q F© $3.50 USD O �0 PFO-Proposer pays to City at the rate stated in column"c"for collection $3.25 USD 1) of Oil. $3.00 USD CO NC - Proposer neither charges no $2.75 USD (}.20 Flo pays City for collection of Oil. In this $2.50 USD case, column"c"shall be considered as$0.00 $2.25 USD A. ((� $2.00 USD O -aa $1.75 USD $1.50 USD 3t� $1.25 USD $1.00 USD .6;0 22-0195 Used Oil and Antifreeze Recycling&Disposal Services Page 27 of 30 Contractor Services Agreement—Safety Kleen Page 24 of 26 __ C rcyr a#FaFth worm GO ftt*12 k6dek[00g Zerw x gsJIo- M 0.41 PFO Sass U50 $040 PFo $460 USD $4.50 PFO $425 tr$D SO-W PPO $q.Dp um yu.sa PRO 50.75 USD $asx 141115 $3.sU USD $LLSU PFO $3.21 M $CAD PF4 $$.A" usD pe3100 PRO "M USU $o.2100 PFO ago USD $0.1s P50 WF UO $0.10 PFo $�9R U" $0.00 No[ha.ip $i75 1.1513 S tFO SIM USD 4MD CFO Sias use -$OAS cw Sim USD -KID cw Zane 2 rx Oil S4ivlcs.Hotas, OnIcing is rmt provided for albs Do-rtmrr orphaned vrastes,oontaminaledkro ordorrvinj of wrsstes due io halop5r4 aA er other haz*cbui • tors6titueM ow oats iaWmaitd-4h seWfefal OrwBSBr}ifmODKM@5?L ThM wi14i€rig#4l Jjl%;ToMprXe CEWC"RharM nuislar rht PmpfoNOI rebate In the:Oty of Forth Wor tfVSm fetyr-Kleen a greesnent.Psidrg Is not praMided far o Ff speorfiMtion waste 1160E-41"Jul 09A rpOnoh 0544 on*rA M4-W jPopr;WWiaq Fp4T 04ing prRr pi gulf QfL41 Q k4gx pppsrp m"a4partrnrns pi EnargyY WatuIte{http:lhwww.cia.doe.gDvldnrrfpeVpff�l_d.htrnl. f PM"n;'ill DenwOo via{hKk v pvM 4n pCGY.mt t 5af47y~is the rycpozgd13irtnpr fpr 4s4d oil9Wpls Ind wll caloi;t all used pal&Wp-r genirrxtrp kry CM of Forth Nrartkr during theta"octhc 21rtemsrR Pricing is cxYfrWnt UpaS S31lietrKleen bAkTbrK all used cil&JlorSs pmerated by City of forth Wont, • Should Gulf Caw Kin=mvbave$S.flGUSD)rmlloncr drop below$1.U6USd{Gallon,the parGesMmetomed and renegotib*the aeleiztrMl. * Should ursiarmeem market eoodhimttauoesitnificar&toitWreamiin*aukd oil toNctiotse!Mcfs,awmpararyvaluaiitnadjusamefttrnairbe InSTIW(etl-howm.,r.ill prifa mirldet rgg4irP p 15 day nBiiticmlpR WN r The pinigs agroa than safigsq-r7t.,rr shgll lryrq thr right Ro ropnwany{onpm^*Oiler +~ Priors6"luix r i ofi9GdW oathq gmKu bn ditq of who OW of F"Wprkh/5afW4tia.,en WwW5wwIpw Agradm rt * 9Agwenernlsexebmdo66eW&elUJ1/2422,iMeUMOMetein will beweflS %r the eortdsrtt term IndeatediA Ott Ajkr r t,lfAceemewdItr+dt er ugad on or lbuf t1Op1j=.Hho UMD Marrtr M91 prq�ra and Is no lagDr 4ald t prWrLg;*cmmonthrir-wm Poo pwrh4ncwill be M40 onfcilmi"from Cky 0 Fon WcR?L Lcmaciamr, Contractor Services Agreement—Safety Kleen Page 25 of 26 EXHIBIT C VERIFICATION OF SIGNATLTRE AUTHORITY FE.TY KLEEN SYSTEKS,INC. 42 Longwaw Drive Norwell,MA 02061 M Box 9149 Execution of this Signature Verilkation Farm (form") hereby owifies that the following individuals anWor pmitions have the authority to kgAly bind Contwtor and to execute any agreement, amendment or change order on behalf of Contractor.Such binding authority has been granted by proper order,resolution,ordinance or other authorization of Contractor.City is fully entitled to rely on the warranty and rrpresentation set forth in this Fvm in cntvring into any agreement or amendment with Contractor. Contractor will submit an updated Form within tin (14) business days if Chore am any changes to the signatcny authority_ City is entitled to rely on any current executed Form until it receives a revised Form that has b=m properly executed by Contractor. ], Naroe.-. _is�e — -- 2_ Name- Position: signature 3, Name- position-' SigPk�iturtx Name: Sigu f President CFO OtherTitle; { Date; I , Contractor Services Agreement—Safety Kleen Page 26 of 26