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HomeMy WebLinkAboutItem #18 Acceptance of Shelley's Environmental Systems' Offer to Extend their Contract (#0114-0710) with Daytona Beach Sludge Disposal Service to the CityWE %/ ()C 0e( florldo AGENDA ITEM COVER SHEET Meeting Date: October 7, 2014 Item # Reviewed By Contact Name: Charles K. Smith, P.E. Department Director: Charles I Contact Number: 407 - 905 -3159 City Manager: Robert Fran Subject: The City of Ocoee's Acceptance of Shelley's Environmental Syst ms' Offer to Extend Their Contract ( #0114 -0710) with Daytona Beach Sludge Disposal Service to the Citv Background Summary: The City of Ocoee Wastewater Treatment Facility currently receives and treats approximately 591.3 million gallons per year of wastewater from its customers, producing approximately 1,700 wet tons per year in sludge (biosolids). With improved operational and sludge pressing efficiencies over the last five years, the City has seen an annual decrease in sludge production of 500 tons per year. MaxWest Environmental Systems, Incorporated, had been providing non - exclusive sludge disposal service for the City, but on June 6, 2014, MaxWest notified the City that they were ceasing their operations and would no longer provide disposal service. Utilizing the City's historical relationship with Shelley's Environmental Systems, Incorporated ( Shelley's), located in Zellwood, which includes biosolids disposal and the acceptance of trucked sludge press permeate at the wastewater plant, the City diverted sludge disposal to a Shelley's facility. To formally establish a more long -term operational relationship, Shelley's has extended its contract conditions with Daytona Beach (Daytona Beach Sludge Disposal Service Contract #0114 -0710) to the City. The City of Daytona Beach has concurred with this extension. The Daytona Beach contract with Shelley's was executed May 21, 2014 and remains in effect until May 21, 2017, with biosolids disposal costs of $44.97 per ton; which includes all trucking costs. Issue: Should the City Commission accept Shelley's Environmental Systems' offer to extend their contract conditions with Daytona Beach; Daytona Beach Sludge Disposal Service Contract #0114 -0710, to the City of Ocoee? Recommendations: Authorize City Manager to accept Shelley's Environmental Systems' extended conditions of their Daytona Beach contract, "Daytona Sludge Disposal Service Contract #0114 - 0710 "; and approve F.Y. 2014 expenses with a total not to exceed $31,500, and F.Y. 2015 funding of $85,000 for sludge disposal. Attachments: Attachment #1 — Ocoee / Shelley's Contract Hauling and Treatment of Domestic Wastewater Residuals Attachment #2 — Daytona Beach Sludge Disposal Services Contract No. 0114 -0710 Attachment #3 — Daytona Beach /Ocoee Permission to Piggy Back Contract No. 0114 -0710 Attachment #4 — Daytona Beach Bid Tab Contract No. 0114 -071 Financial Impact: It is anticipated that the expenses for Shelley's sludge disposal for F.Y. 2014 will be $31,339 (requiring Commission approval), and for F.Y. 2015 will not exceed $85,000. Sufficient funding levels for the sludge disposal were approved in the amounts of the respective annual budgets. Type of Item: (please mark with an 'V) Public Hearing For Clerk's Dept Use Ordinance First Reading Consent Agenda Ordinance Second Reading Public Hearing Resolution Regular Agenda Commission Approval Discussion & Direction Original Document/Contract Attached for Execution by City Clerk Original Document/Contract Held by Department for Execution Reviewed by City Attorney Reviewed by Finance Dept. Reviewed by () N/A N/A N/A 2 CONTRACT HAULING AND TREATMENT OF DOMESTIC WASTEWATER RESIDUALS This "CONTRACT" for Hauling, Treatment and Disposal of Domestic Wastewater Residuals" ( "CONTRACT ") is made and entered into this 13th day of June, 2014 by and between Shelley's Septic Tanks, Inc. d /b /a/ Shelley's Environmental Systems, P.O. Box 249, Zellwood, Florida 32798 -0249, hereinafter referred to as "SES" and the City of Ocoee, FLA010815, thereinafter referred to as the "GENERATOR ". WHEREAS, SES is the owner and operator of a Biosolids Management Facility ( "BTF "), and said BTF has been approved and is operating under Florida Department of Environmental Protection ( "FDEP ") permits, and Whereas, the GENERATOR owns and operates a Wastewater Treatment Facility (WWTF), located at 1800 A.D.Mims Rd, Ocoee, FL 34761, Orange County and has a need to treat residuals generated by the GENERATOR, and Whereas, SES and GENERATOR wish to piggy back the current Sludge Disposal Services Contract #0114 -0710 between SES and the City of Daytona Beach for the services provided by SES pursuant to this Contract, the CITY will pay SES an amount not to exceed $44.97 PER TON as further described in Sludge Disposal Services Contract #0114 -0710 and under all the terms and conditions plus the special conditions stated herein, and Whereas, SES is responsible for maintenance and operations of an BTF in compliance with 40 CFR Part 503, Chapter 62 -640, F.A.C., FDEP Permit #FLA016177, and to the full extent of all rules and regulations applicable by Federal, State and local governing bodies, all of which as may be amended from time to time, and Whereas, as a condition precedent to obtaining a valid operating permit for the BTF, FDEP requires SES to file Agricultural Use Plans whereby SES certifies that their residuals shall be applied only on sites for which an Agricultural Use Plan has been approved by the FDEP. Now therefore, and in consideration of the mutual terms, covenants and conditions to be complied with on the part of the respective parties hereto, it is agreed as follows: 1. SES will be a hauler of the GENERATOR for the duration of the agreement. 2. By and through the SES Permit, SES has a total capacity of 1.572 million gallons and 750 wet tons available for residuals treatment. 3. Nothing in this CONTRACT shall supersede or take precedence over the obligations and responsibilities of each party to operate and maintain their facilities in compliance with all applicable rules and regulations. 4. The GENERATOR hereby covenants and agrees: A. To pay a fee for transportation, treatment and disposal of Biosolids. B. That residuals will meet all chemical criteria as stated in 40 CFR part 503, 62 -640, F.A.C., and any other applicable rules and regulations of federal, state or local governing bodies. C. To make application (including payment of associated fees) to the FDEP for any modifications to GENERATOR's permit, that may be required with the initiation of this CONTRACT. D. To save and hold harmless SES from any actions and /or penalties associated with the conditions and requirements of the GENERATOR's permit or other Federal, State and local rules and regulations, except to the extent that such responsibilities are undertaken by SES as specifically stated under this CONTRACT. E. Provide SES with a certified manifest of the residuals being delivered. Furthermore, the GENERATOR warrants that the residuals delivered to SES shall not contain hazardous, toxic, industrial or radioactive waste or any other prohibited substances except as permitted by applicable rules and regulation of the FDEP. 5. SES hereby covenants and agrees: A. To maintain, monitor and operate their residuals application sites in accordance with 40 CFR Part 503, 62 -640, F.A.C. and any other applicable federal, state and local laws, permits or regulations. B. To maintain and operate their BTF in accordance with 40 CFR Part 503, 62 -640, F.A.C. and any other applicable federal, state and local laws, permits or regulations. C. To accept all responsibility and save and hold harmless GENERATOR from any actions and /or penalties for the proper transportation, treatment and /or land application of the residuals as required by 40 CFR Part 503, 62 -640, F.A.C. and any other applicable federal, state and local laws, permits or regulations, and for other actions of SES pursuant to this contract. To provide for the hauling of the residuals from the GENERATOR to the BTF for acceptance, treatment and disposal as required by all Federal, State and local laws. This includes the clean up of any spills or accidents as a result of the transporting of the residuals. SES shall save and hold harmless GENERATOR for all liability arising under these activities. D. To maintain a record of the total quantity of residuals land applied, to file with the FDEP a summary as required by the licensing permit issued to SES and to provide the necessary Agricultural Use Plan as required by FDEP under Chapter 62 -640, F.A.C. 6. The quality of residuals for land application under the SES Permits, are at a minimum, Class B stabilized as defined in 40 CFR Part 503 and 62 -640, F.A.C. 7. SES currently and will during the term of the CONTRACT have the availability of capacity to handle the agreed upon amount of residuals transported as described herein. 8. In the event it should become necessary for either party to retain the services of an attorney to enforce any provision of this CONTRACT, both parties agree that the cost of any legal proceedings and reasonable attorney's fees, including any attorney fees and costs incurred as a result of any proceedings shall be paid by the party that does not prevail, or if comparative fault is found, then pursuant to the determination of the court. For Shelley's Environmental Systems For the City of Ocoee 4� J es D. Shelf — Pr s' ent Name Mayor, City of Ocoee Title 9MR,r Clerk, City of Ocoee Title CC: FDEP — Central District SLUDGE DISPOSAL SERVICES CONTRACT CONTRACT NO. 0114 -0710 THE PARTIES TO THIS CONTRACT are the City of Daytona Beach, a Florida municipal corporation (the "CITY "), and SHELLEY'S SEPTIC TANK, INC. a Florida Profit Corporation ( "CONTRACTOR "). In consideration of the mutual covenants herein contained, the Parties agree as follows: Section 1. Scope of Services. CONTRACTOR will dispose of domestic wastewater residuals (sludge), produced 7 days a week, 24 hours per day at the City of Daytona Beach wastewater treatment facilities as further described in Exhibit A, attached hereto and incorporated herein, to the CITY from time to time at the direction of the CITY during the Term of this Contract. Section 2. Reserved. Section 3. Fee. For the services provided CONTRACTOR pursuant to this Contract, the CITY will pay CONTRACTOR an amount not to exceed $44.97 PER TON as further described in the Fee Schedule, attached hereto and incorporated herein as Exhibit B. No additional compensation will be due CONTRACTOR for any reason. Except to the extent that Exhibit B specifically provides for the CITY's reimbursement of CONTRACTOR's costs and expenses, CONTRACTOR's will fully bear those costs and expenses. Section 4. Billing; Manner of Payment. In addition to requirements for payment established by applicable federal, state, or local law including the City Code, or the referenced Exhibits, payment terms and conditions are as follows: (a) No payment will be due for services performed until CONTRACTOR submits a proper invoice. If Exhibit B provides for payment to be made in stages based upon completion of phases, tasks, or other discrete increment of the service to be provided, CONTRACTOR will invoice the CITY as these increments of service are completed, and in any event no more frequently than monthly. If Exhibit B provides for payment to be made based on the percentage of work completed, CONTRACTOR will invoice the CITY no more frequently than monthly. If Exhibit B does not specifically authorize partial payments, CONTRACTOR will invoice the CITY only upon completion of the services required. (b) In order to be considered to be proper, the invoice must include all information that the CITY may need to verify the accuracy of the invoice and the amount of payment due based on the specific requirements of this Contract, such as where payment is not due until deliverables are provided, or reimbursement of expenses is contingent upon proof of same. (c) The CITY will within 30 days after receipt of an invoice notify the CONTRACTOR that the invoice is improper, or pay CONTRACTOR the amount due. Section 5. Standard of Performance. CONTRACTOR's services will at a minimum meet the level care and skill ordinarily used by members of CONTRACTOR's profession performing the type of services provided herein within the State of Florida. Section 6. Relationship between Parties. This Contract does not create an employee - employer relationship between the CITY and CONTRACTOR. CONTRACTOR is an independent contractor of the CITY and will be in control of the means and the method in which the requested work is performed. As an independent contractor, CONTRACTOR will be solely responsible for payment of all federal, state and local income tax, and self - employment taxes, arising from this Contract; and CONTRACTOR agrees to General Services 2013 indemnify and hold harmless the CITY from any obligations relating to such taxes. The CITY will not make deductions from payments due, for such taxes, or for social security, unemployment insurance, worker's compensation, or other employment or payroll taxes. Section 7. Documents and Records. (a) All reports, estimates, logs, original drawings, and other materials furnished, prepared or executed by CONTRACTOR during the term of and in accordance with the provisions of this Contract will be the property of the CITY and delivered to the CITY upon demand or, if no demand has previously been made, upon completion of the particular task for which such materials were prepared, executed, or otherwise required. (b) To the extent applicable, CONTRACTOR will comply with the requirements of Florida Statutes Section 119.0701, as amended pursuant to Laws of Florida Chapter 2013 -154, which include the following: (1) CONTRACTOR will keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service provided herein. (2) CONTRACTOR will provide the public with access to public records on the same terms and conditions that the CITY would provide the records and at a cost that does not exceed the cost provided in Ch. 119, Florida Statutes, or as otherwise provided by law. (3) CONTRACTOR will ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (4) CONTRACTOR will meet all requirements for retaining public records and transfer, at no cost, to the CITY all public records in possession of CONTRACTOR upon termination of this Contract for any reason, and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. When such records are stored electronically, CONTRACTOR will provide the CITY all records stored electronically in a format that is compatible with the CITY's information technology systems. Section 8. Effective Date and Term. The Effective Date of this Contract is the date on which the last Party signs it. The Term of this Contract is three (3) years, commencing on the Effective Date. Any purchase order entered into prior to the expiration of the Term will remain valid. Section 9. Termination. (a) The CITY may by written notice to CONTRACTOR terminate this Contract, in whole or in part, at any time, either for the CITY's convenience or because of the failure of the CONTRACTOR to fulfill its contractual obligations. (1) Before terminating for convenience, CITY must provide CONSULANT at least 30 day's advance notice of termination. This Contract will terminate automatically and without need for further notice upon the expiration of the notice period. (2) Before terminating due to CONTRACTOR's material breach of its contractual obligations, CITY must provide CONTRACTOR prior written notice, specifying the breach and demanding CONTRACTOR remedy the breach within 10 days of the notice, or within such longer period as may be reasonably required if the nature of the breach is that it cannot be remedied within 10 days of notice. This Contract will terminate automatically and without need for further notice if CONTRACTOR fails to remedy the material breach within the period described in the CITY's notice of breach. General Services 2013 2 In either instance described above, upon termination CONTRACTOR will immediately discontinue all services affected, unless the notice directs otherwise, and deliver to the CITY all data, drawings, specifications, reports, estimates, summaries, and any and all such other information and services of whatever type or nature as may have been accumulated by CONTRACTOR in performing this Contract, whether completed or in process. (b) If the termination is for convenience, CONTRACTOR will be paid compensation for authorized services performed to the date of termination. If termination is due to CONTRACTOR's material breach, the CITY reserves all rights and remedies it may have under law due to such breach. Among other things, the CITY may take over the work and prosecute the same to completion by other agreements or otherwise; and in such case, the CONTRACTOR will be liable to the CITY for all reasonable additional costs occasioned to the CITY thereby. (d) If after notice of termination for the CONTRACTOR's failure to fulfill contractual obligations it is judicially determined by the CITY or by a court of law that the CONTRACTOR had not so failed, the termination will be conclusively deemed to have been effected for the CITY's convenience. In such event, adjustment in payment to CONTRACTOR will be made as provided in subsection (b) of this Section for a termination for convenience. (e) The rights and remedies of CITY provided for in this Section are in addition and supplemental to any and all other rights and remedies provided by law or under this Contract. Section 10. Suspension of Services. If the notice of material breach issued by the CITY pursuant to the preceding Section so directs, CONTRACTOR will suspend services immediately upon receipt thereof, other than the work required to remedy the material breach. Section 11. Indemnification. CONTRACTOR will indemnify and hold harmless the CITY, including the CITY's officers, employees, and agents, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of CONTRACTOR, or CONTRACTOR's officers, employees, or agents, including subcontractors and other persons employed or use by CONTRACTOR in the performance of this Contract. Section 12. Insurance. CONTRACTOR will provide and maintain at CONTRACTOR's own expense, insurance of the kinds of coverage and in the amounts set forth in this Section 10. All such insurance will be primary and non- contributory with the CITY's own insurance. In the event any request for the performance of services presents exposures to the CITY not covered by the requirements set forth below, the CITY reserves the right to add insurance requirements that will cover such an exposure. (a) Coverage and Amounts. (1) Workers Compensation Insurance as required by Florida Statutes, Chapter 440, Workers' Compensation Insurance, for all employees of CONTRACTOR, employed at the site of the service or in any way connected with the work, which is the subject of this service. The insurance required by this provision will comply fully with the Florida Workers' Compensation Law and include Employers' Liability Insurance with limits of not less than $500,000 per occurrence. Any associated or subsidiary company involved in the service must be named in the Workers' Compensation coverage. If CONTRACTOR wishes to claim an exemption from worker's compensation insurance requirements, CONTRACTOR will notify the Risk Manager in writing on CONTRACTOR's official letterhead. (2) Liability Insurance, including (i) Commercial general liability coverage for operations, independent contractors, products - completed operations, broad form property damage, and personal injury on an "occurrence" basis insuring CONTRACTOR and any other interests, including but not limited to any associated or subsidiary companies involved in the work; and (ii) Automobile Liability General Services 2013 Insurance, which will insure claims for damages because of bodily injury or death of any person or property damage arising out of the ownership, maintenance or use of any motor vehicle used by the CONTRACTOR in the performance of this Contract. THE COMMERCIAL GENERAL LIABILITY INSURANCE POLICY WILL NAME THE CITY AS AN ADDITIONAL INSURED. The limit of liability for each policy will be a combined single limit for bodily injury and property damage of no less than $1,000,000 per occurrence. If insurance is provided with a general aggregate, then the aggregate will be in an amount of no less than $1,000,000. The Risk Manager for the City may authorize lower liability limits for the automobile policy only, at the Risk Manager's sole discretion. (b) Proof of Insurance. CONTRACTOR will furnish proof of insurance acceptable to the CITY prior to or at the time of execution of this Contract. CONTRACTOR will not commence work until all proof of such insurance has been filed with and approved by the CITY. CONTRACTOR will furnish evidence of all required insurance in the form of certificates of insurance which will clearly outline all hazards covered as itemized above, the amounts of insurance applicable to each hazard, the expiration dates. The certificates will also contain the following language as to cancellation: "In the event of cancellation of this policy by the insurer or any insured, this Company will give not less than 30 days advance written notice to: Risk Manager The City of Daytona Beach P.O. Box 2451 Daytona Beach, Florida 32115 -2451" If requested by the CITY, CONTRACTOR will furnish copies of the insurance contracts to support the certificates of insurance and the copies of said insurance must be acceptable to the CITY. (c) Cancellation; Replacement Required. CONTRACTOR will file replacement certificates 30 days prior to expiration or termination of the required insurance occurring prior to the acceptance of the work by the CITY. If a required policy is canceled without CONTRACTOR's prior knowledge CONTRACTOR will immediately notify the CITY immediately upon becoming aware that a required insurance coverage has been canceled for any reason, and promptly replace the canceled policy. The CITY expressly reserves the right or replace the canceled policy at CONTRACTOR'S expense of CONTRACTOR fails to do so. (d) Termination of Insurance. CONTRACTOR may not cancel the insurance required by this Contract until the work is completed, accepted by the CITY and CONTRACTOR has received written notification from the Risk Management Division of the CITY that CONTRACTOR may cancel the insurance required by this Contract and the date upon which the insurance may be canceled. The Risk Management Division of the CITY will provide such written notification at the request of CONTRACTOR if the request is made no earlier than two weeks before the work is to be completed. (e) Liabilities Unaffected. CONTRACTOR's liabilities under this Contract will survive and not be terminated, reduced or otherwise limited by any expiration or termination of insurance coverages. Similarly, CONTRACTOR's liabilities under this Contract will not be limited to the extent of by the existence of any exclusions or limitations in insurance coverages, or by CONTRACTOR'S failure to obtain insurance coverage. CONTRACTOR will not be relieved from responsibility to provide required insurance by any failure of the CITY to demand such coverage, or by CITY's approval of a policy submitted by CONTRACTOR that does not meet the requirements of this Contract. Section 13. Notice. Unless otherwise expressly agreed herein, all notices, requests, and demands to or upon the Parties will be delivered by hand, delivered by a courier service, provided to a nationally General Services 2013 recognized delivery service for overnight delivery, transmitted to a receiving fax machine followed by hard copy within two days, or by U.S. mail, postage prepaid by registered or certified mail, return receipt requested, to the addresses set forth herein: To the CITY: To CONTRACTOR: Lynn Stevens, Deputy Utilities Director James D. Shelley, Jr. City of Daytona Beach Utilities Department Shelley's Septic Tank, Inc. 3651 LPGA Blvd. P.O. Box 249 Daytona Beach, FL 32117 Zellwood, FL 32798 Fax: 407 - 889 -8042 provided, however, that either Party may change the person or address designated for receipt of the Party's notices, by providing written notice to the other Party. Section 14. Personnel. CONTRACTOR represents that CONTRACTOR has or will secure at CONTRACTOR's own expense, all personnel required in performing the services under this Contract. Such personnel will not be employees of or have any contractual relationship with the CITY. All personnel engaged in the work will be fully qualified and will be authorized under state and local law to perform such services. Section 15. CITY's Responsibilities. The CITY agrees to make available for review and use by the CONTRACTOR, reports, studies, and data relating to the services required. The CITY will establish a project manager to meet periodically with the CONTRACTOR to facilitate coordination and ensure expeditious review of work product. Section 16. Limitation on Waivers. Neither the CITY's review, approval, or acceptance of, or payment for, any of the services provided by CONTRACTOR, will be construed to operate as a waiver of the CITY's rights under this Contract. CONTRACTOR will be and always remain liable to the CITY in accordance with applicable law for any and all damages to the CITY caused by the CONTRACTOR's negligent or wrongful provision of any of the services furnished under this Contract. Failure of the CITY to exercise any right or option arising out of a breach of this Contract will not be deemed a waiver of any right or option with respect to any subsequent or different breach, or the continuance of any existing breach. Furthermore, the failure of the CITY at any time to insist upon strict performance of any condition, promise, agreement or understanding set forth herein will not be construed as a waiver or relinquishment of the CITY's right to insist upon strict performance of the same condition, promise, agreement or understanding at a future time. Section 17. Dispute Resolution. If a dispute exists concerning this Contract, the Parties agree to use the following procedure prior to pursuing any judicial remedies. (a) Negotiations. A Party will request in writing that a meeting be held between representatives of each Party within 14 calendar days of the request or such later date that the Parties may agree to. Each Party will attend and will include, at a minimum, a senior level decision maker (an owner, officer, or employee of each organization) empowered to negotiate on behalf of their organization. The purpose of this meeting is to negotiate in the matters constituting the dispute in good faith. The Parties may mutually agree in writing to waive this step and proceed directly to mediation as described below. (b) Non - Binding Mediation. Mediation is a forum in which an impartial person, the mediator, facilitates communication between parties to promote reconciliation, settlement, or understanding among them. Within 30 days after the medication procedure described in Subsection (a) proves unsuccessful or the Parties mutually waive the subsection (a) procedure, the Parties will submit to a non - binding mediation. The mediation, at a minimum, will provide for (i) conducting an on -site investigation, if General Services 2013 appropriate, by the mediator for fact gathering purposes, (ii) a meeting of all Parties for the exchange of points of view and (iii) separate meetings between the mediator and each Party to the dispute for the formulation of resolution alternatives. The Parties will select a mediator trained in mediation skills and certified to mediate by the Florida Bar, to assist with resolution of the dispute. The Parties will act in good faith in the selection of the mediator and give consideration to qualified individuals nominated to act as mediator. Nothing in this Contract prevents the Parties from relying on the skills of a person who also is trained in the subject matter of the dispute or a contract interpretation expert. Each Party will attend will include, at a minimum, a senior level decision maker (an owner, officer, or employee of each organization) empowered to negotiate on behalf of their organization. If the Parties fail to reach a resolution of the dispute through mediation, then the Parties are released to pursue any judicial remedies available to them. Section 18. General Terms and Conditions. (a) Amendments. Except as otherwise provided herein, no change or modification of this Contract will be valid unless the same is in writing and signed by both Parties. (b) Assignments and Subcontracting. No assignment or subcontracting will be permitted without the CITY's written approval. (c) Compliance with Laws and Regulations. In providing all services pursuant to this Contract, CONTRACTOR will abide by all statutes, ordinances, rules, and regulations pertaining to, or regulating the provisions of, such services including those now in effect and hereafter adopted. Any violation of said statutes, ordinances, rules, or regulations will constitute a material breach of this Contract and will entitle the CITY to terminate this Contract immediately upon delivery of written notice of termination to the CONTRACTOR. (d) Truth in Negotiations Certificate. CONTRACTOR hereby certifies that the wages and other factual unit costs supporting the compensation herein are accurate, complete, and current at the time of this Contract. (e) No Third Party Beneficiaries. There are no third party beneficiaries of CONTRACTOR'S services under this Contract. (f) Contingency Fee. CONTRACTOR warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for CONTRACTOR, to solicit or secure this Contract and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for CONTRACTOR, any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Contract. (g) Nondiscrimination. CONTRACTOR will not discriminate against any employee or applicant for employment because of race, color, sex, or national origin. CONTRACTOR will take affirmative action to ensure that applicants are employed and the employees are treated during employment without regard to their sex, race, creed, color, or national origin. Further, CONTRACTOR agrees to comply with all local, state, and federal laws and ordinances regarding discrimination in employment against any individual on the basis of race, color, religion, sex, national origin, physical or mental impairment, or age. In particular, CONTRACTOR agrees to comply with the provisions of Title 7 of the Civil Rights Act of 1964, as amended, and applicable executive orders including, but not limited to, Executive Order No. 11246. (h) Principles in Construing Contract. This Contract will be governed by and construed in accordance with the laws of the State of Florida, Captions and paragraph headings used herein are for convenience only, are not a part of this Contract and will not be deemed to limit or alter any provisions hereof or to be relevant in construing this Contract. The use of any gender herein will be deemed to be or General Services 2013 6 include the other genders, and the use of the singular herein will be deemed to be or include the plural (and vice versa), wherever appropriate. (i) Venue. The exclusive venue for any litigation arising out of this Contract will be Volusia County, Florida if in state court, or the U.S. District Court, Middle District of Florida if in federal court. (j) Litigation Costs. Except where specifically provided herein, in case of litigation between the Parties concerning this Contract, each party will bear all of its litigation costs, including attorney's fees. (k) Force Majeure. A force majeure event is an act of God or of the public enemy, riots, civil commotion, war, acts of government or government immobility (whether federal, state, or local) fire, flood, epidemic, quarantine restriction, strike, freight embargo, or unusually severe weather; provided, however, that no event or occurrence will be deemed to be a force majeure event unless the failure to perform is beyond the control and without any fault or negligence of the Party charged with performing or that Party's officers, employees, or agents. Whenever this Contract imposes a deadline for performing upon a Party, the deadline will be extended by one day for each day that a Force Majeure event prevents the Party from performing; provided, however, that the Party charged with performing and claiming delay due to a Force Majeure event will promptly notify the other Party of the Event and will use its best efforts to minimize any resulting delay. (1) Jury Trial Waived. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS CONTRACT, OR ANY DEALINGS BETWEEN THE PARTIES. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY DISPUTES BETWEEN THE PARTIES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER, INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. (m) Authority to Bind CONTRACTOR. The undersigned representative of CONTRACTOR represents and warrants the he or she is fully authorized to bind CONTRACTOR to the terms and conditions of this Contract. (n) Incorporation of ITB and Bid Proposal. The CITY's Invitation to Bid # 0114 -0710, and the CONTRACTOR's responsive proposal are incorporated herein by reference as Composite Exhibit C and will remain on file in the Office of the City Clerk. In case of conflicts between the RFP and Proposal, the RFP will govern. In case of conflicts between Composite Exhibit C and other provisions of this Contract, including Exhibits A and B, this Contract will govern. (o) Integration. This Contract represents the entire agreement of the parties with respect to the subject matter hereof. No representations, warranties, inducements or oral agreements have been made by either Party except as expressly set forth herein, or in other contemporaneous written agreements. IN WITNESS WHEREOF, the Parties through their undersigned representatives have caused this Contract to be executed in duplicate original. General Services 2013 7 THE CITY By: Derrick L. Henry, Mayor Date: . Attest�1; - -J ertrtiferL: Thomas-Gity-C-ferk— rr�L 1..r � � ?rL )I C�i� CONTRACTOR By: ,� h Print d Name Title: Date: Approved as to legal for By: -- Marie Hartman, ity Attorney General Services 2013 EXHIBIT A SCOPE OF WORK SLUDGE DISPOSAL SERVICES A. Intent The City of Daytona Beach, Florida is soliciting bids with the intent to establish contracts for the disposal of domestic wastewater residuals (sludge), produced 7 days a week, 24 hours per day at the City of Daytona Beach wastewater treatment facilities. Sludge is to be received in the Contractor's trucks /trailer at the City of Daytona Beach Westside Regional Wastewater Treatment Plant. Contractor shall transport this material to a Florida Department of Environmental (FDEP) permitted Residuals Management Facility (RMF) for treatment and ultimate disposal according to state and federal standards B. General Background The City of Daytona Beach (CODB) currently produces sludge at its Westside Regional Wastewater Treatment Plant at 3651 LPGA Blvd, Daytona Beach, FL. Sludge is dewatered at the Westside Regional Wastewater Treatment Plant. This contract is for the transportation and disposal of the dewatered sludge from the above referenced facility to a permitted disposal facility and any processing required including processing to meet state and federal standards. "Standards" include terms and conditions of any applicable state or federal permits. C. Quantity and Composition of Sludge The ESTIMATED composition and quantity of dewatered sludge currently being transported is as follows: Dewatered Sludge (CODB): 323 wet tons per week at 14% dry solids t 2% Contractor and City agree that sludge production at the City's plant will vary annually, seasonally, and monthly. Therefore, the City of Daytona Beach makes no guarantee as to the amount of sludge that will be generated during any given period. D. Contract Term The Contract resulting from this solicitation, if awarded, shall be for a three (3) year period from the date of the contract. E. Indemnity The Contractor agrees to: 1. Accept the responsibility for compliant transport, treatment, stabilization and disposal of all residuals generated at the LPGA facility. 2. Stabilize to Class AA, or A standards as required by Chapter 62 -640, Florida Administrative Code (F.A.C.), and properly dispose of such materials in accordance with all applicable rules and regulations. Page 19 of 24 ITB 0114 -0710 3. Comply with all requirements for proper transport of domestic wastewater residuals and site management identified in Chapter 62 -640, F.A.C., and the City of Daytona Beach wastewater treatment facility operating permit. 4. In the event that the Contractor fails to maintain necessary operating permits in good standing, resulting in City requirement to find alternative residuals disposal method or vendor, Contractor shall be responsible to remit to the City any increases in disposal cost. F. Standards All work shall be done in accordance with the Specifications included herein. The Contractor shall provide competent, suitable, qualified personnel to perform the work as required by the Contract documents. The Contractor shall at all times, maintain good discipline and order at the site and shall not interfere with City operations at the LPGA site. The Contractor shall furnish all equipment, labor, transportation, tools, and all other incidentals necessary for the execution of the Contract. The Contractor shall supply a sufficient number of large capacity, leak proof trailers to transport the residuals as required. The Contractor agrees to responsibly remove trailers containing residuals from the designated wastewater treatment plant sites within twenty four (24) hours after the trailer is filled to minimize likelihood of nuisance odor complaints /conditions at the site. G. Bid Specifications The Contractor shall be required to transport all dewatered residuals from the CODB Westside Regional Wastewater Treatment Facility to a residuals stabilization facility owned or leased and operated by the Contractor where stabilization to Class AA or A standards shall be achieved. Final disposition of the stabilized residuals shall be the responsibility of the Contractor. The Contractor is to own or be the sole lessee of the transportation equipment (trucks, trailers, trailer tarps, etc) utilized in the performance of this contract. The equipment shall have the company name prominently displayed. The Contractor shall be required to transport residuals from the facility as scheduled by the Plant Superintendent, Chief Plant Operator or his /her designee. The Contractor shall notify the Plant Superintendent or Chief Plant Operator immediately whenever unforeseen situations occur that may interfere with the scheduled transport. The Contractor agrees that sludge disposal operation will not be halted due to transportation problems. Trip /disposal tickets on a form acceptable to the City of Daytona Beach and FDEP shall establish a chain of custody from the City to the Contractor and quantities delivered. Such tickets shall reflect each load transported and shall match each load referenced in invoices submitted by the Contractor to the City for payment. These tickets will indicate the date, tonnage of sludge hauled, driver and ultimate disposal site for each truckload of residuals. In addition, a monthly summary of trip tickets shall be submitted to the City of Daytona Beach. Transporting equipment shall be readily movable by the City of Daytona Beach personnel to facilitate loading. The Contractor will obtain all necessary permits for transport and disposal of the residuals produced. The Contractor will comply with all regulations pertaining to the transport and disposal of the residuals. The Contractor shall be responsible for all costs related to resolving Page 20 of 24 ITB 0114 -0710 punitive actions, clean up and fines resulting from any unauthorized disposal activities performed by any employees. The Contractor shall schedule a visit to the site of the proposed work with the Plant Superintendent or Chief Plant Operator and fully acquaint themselves with the facilities and conditions so that the scope of the work with respect to difficulties and restrictions attending the execution of work under the Contract is fully understood. Contractor shall thoroughly examine and be familiar with the specifications as contained herein. H. Contractor Qualifications Contractor must submit documentation of process review and acceptance by regulatory agencies assuring their ability to provide Class AA or A treatment of municipal wastewater sludge utilizing a process approved in accordance with U.S. Environmental Protection Agency's sludge regulation, 40 CFR Part 503 and Chapter 62 -640 of the Florida Administrative Code and any other regulations regarding disposal of wastewater sludge. Considerations will include, but not be limited to previous project history, product support services, recommendations, product registrations, product storage capabilities, and demonstrated public acceptability. I. Contractor Responsibilities The Contractor will be responsible to receive 12% to 16% of solids content dewatered sludge cake at an estimated average rate of 460 wet tons per week, and provide all process related expenses including labor, consumables, transportation, testing and equipment required to receive and treat the sludge cake to Class AA or A levels in accordance with the process description submitted in this document. Contractor is to clearly identify the process to be used for stabilization, as well as where processing and ultimate disposal will take place. Any changes or modifications in disposal site or treatment process must be accepted by CODB. The Contractor will collect all samples and cover all costs for analysis to assure and document initial project performance requirements and ongoing compliance with Federal & State Regulatory testing requirements. The Contractor will be responsible for the establishment and documentation of a QA/QC program. The Contractor shall utilize the City owned scales at the Daytona Beach LPGA facility for all sludge leaving that facility to record the quantity of sludge transported from that facility. This weight ticket shall be used for invoicing. Cost for calibration, repairs, etc., on the scales at the LPGA facility will be the responsibility of City of Daytona Beach; except, for repairs, where the costs of such repairs are due to the Contractor's material breach of contract or negligence. The successful Contractor will be responsible for all costs related for the processing of sludge cake to Class AA or A standards and management of the end - product in accordance with all existing applicable regulations and in compliance with this Scope of Work. Any spillage, accidental or otherwise, which occurs on or off the City of Daytona Beach site, shall be completely removed and sanitized by the Contractor. In addition, the Contractor shall Page 21 of 24 ITB 0114 -0710 bear the responsibility of reporting the spillage to the proper agencies and each City in a timely manner. The City of Daytona Beach wastewater facility is currently operating under regulations issued by Federal and State regulatory agencies. The Contractor shall abide by any order, regulation, permit, license, restriction, injunction, moratorium, or denial of permission to operate the facilities which may be imposed or issued by any agency having jurisdiction. The Contractor shall cooperate with the City of Daytona Beach during any test, experiment, construction, maintenance, or any other operation, which may affect the production of residuals. The Contractor shall be responsible for obtaining the site(s) for final disposal if needed for residuals, obtaining all necessary approvals and/or permits required, and meeting all Federal, State and local rules and policies pertaining to such and the subject matter of this Agreement. If new regulations neither proposed nor in effect at the time of the bid due date are enacted which cause substantial economic impact to the Contractor, the Cities will negotiate with the Contractor to reach a mutually satisfactory resolution to the processing cost differential. J. After Bid Opening Submittals Bidders shall furnish the following documentation with the bid to determine their ability to fulfill the requirements of the Contract. The lowest Contractor shall provide documentation and references demonstrating that they have been providing the service in this scope of work for no less than three (3) years in the State of Florida. Contractors shall provide a minimum of two references of municipal entities in which they have been under contract for no less than two (2) years Contractor must submit detailed listings of all required process related equipment (mobile and fixed) necessary for support of compliant operation of residuals management facility. Contractor must submit a complete and detailed Facilities Operating Plan. The plan should identify (as a minimum) hours of operation, staffing levels per shift, method of receiving and processing the sludge cake, equipment involved, truck schedules into and out of the facility, operation of odor control equipment, product storage, distribution and application, typical process data logs to be maintained, OA/QC program for process and product testing. Contractor shall supply the addressees of FDEP permitted disposal site(s) and the name, address, and telephone numbers of the Owners. Also, Contractor shall supply copies of permits from all regulatory agencies granting rights to operate the disposal site(s). K. Contract Assignment The Contractor will be required to self - perform this Contract. The Contract shall not be assigned or subcontracted. Page 22 of 24 ITB 0114 -0710 EXHIBIT B REVISED BID SCHEDULE 1'l'B N O. 0114 -0710 to RIGIHAL UNIT COST ITEM DESCRIPTION TOTA A40U rT SLUDGE DISPOSAL (CL AA) PER TON COST An alliival esiiniated 5,000 tons b SLUDGE DISPOSAL (CL A + B) PER TON COST $ 44.97/Wet Ton $ 44.97 /Wet Ton /&& 76A Date signed: 3/25/2014 By: I (Sigrurlru•e) Printed Name: James D. Shelley, Jr. Title: President Company Name: Shelley's Septic Tank, Inc. ITB 0114 -0710 ADDENDUM 3 3/18/14 Tolbert, Joyce From: Flick, Joanne <Flickl @codb.us> Sent: Thursday, June 12, 2014 11:41 AM To: Tolbert, Joyce Subject: RE: Sludge Disposal Services Contract The City of Ocoee is welcome to piggyback the City's contract for Sludge Hauling with Shelley's provided that service does not impact their operations here in Daytona Beach. Thanks Joanne Flick, CPPO, CPPB Purchasing Agent City of Daytona Beach, FL From: Tolbert, Joyce [ mailto:itolbert @ci.ocoee.fl.us Sent: Thursday, June 12, 2014 10:08 AM To: Purchasing Dept Subject: Sludge Disposal Services Contract Joanne, The City of Ocoee is interested in piggybacking Daytona Beach's Contract #0114 -0710 with Shelley's for Sludge Disposal Services. Shelley's has agreed we could use this contract. I did not see a permission statement in the bid or contract; therefore, we need your permission to piggyback this contract. Responding to this email should suffice, unless you have a formal process. Thank you in advance! Joyce J"offiert, CPPB Purchasing Agent Finance Department 150 N Lakeshore Dr. Ocoee, FL 34761 9 407 -905 -3100 x1516 8 407 - 905 -3194 http://www.ocoee.org/Depat hasiii /home.htm tai 6o Green: Please consider the environment before printing this email. PLEASE NOTE: Florida has a very broad public record law. Most written communications to or from City officials regarding City business are public: records, available to the public and media upon request. Under Florida law, e -rnail addresses are public records. Under Florida law, e -mail addresses are public records. If you do not want your e -mail address released in response to a public - records request, do not send electronic mail to this entity. Instead, contact this office by phone or in writing. o o - 7 N W :{ L W = 0 (D (D p O Q O m O 0 0 (D > -- -n m W w w -. (D 3 m - V c c : o m n (D n 0 m z co CA D„ o� 0 o O I� i� 3 z z -1 n n w m C/) 0 D (D d O D 0 0 n O o 0 C-) A O N 69 Efi SHELLEY'S SPETIC TANKS, ZELLWOOD, FL ca co T WAYNE HILL TRUCKING. INC P BARTOW, FL 0 0 0 O O O SYNAGRO SOUTH, 2 °2 LLC BALTIMORE, 0 0 MD