III (C) Acceptance and Authorization for Mayor and City Clerk to execute Contract with H & H Liquid Sludge Disposal, Inc. for Wastewater Residuals Disposal • • AGENDA 9-5-95
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Item III C
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*or o000`� JAMES W. SHIRA,P.E.
CITY ENGINEER/UTILITIES DIRECTOR
150 N.LAKESHORE DRIVE•OCOEE,FLORIDA 34761
PHONE(407)656-2322 EXT.142•FAX(407)656-7835
MEMORANDUM
DATE: August 31, 1995
TO: The Honorable Mayor and Board of City Commissioners
FROM: James W. Shira, P.E.
City Engineer/Utilitie P irector
SUBJECT: Wastewater Residuals Disposal Contract
We are currently in the process of renewing our wastewater treatment plant operating permit
through the Florida Department of Environmental Protection. One of the conditions of approval
imposed by FDEP is that we have a contractual arrangement with an FDEP approved firm for the
disposal of the wastewater residuals(sludge) generated at our plant. To that end we advertised
for sealed proposals from interested firms, asking that they describe the method by which they
would process our wastewater residuals into a Class AA product and to describe the final
disposition of that product. We held a mandatory pre-proposal at the plant which was attended by
nearly a dozen interested prospective proposers. On March 21, 1995 we received only one sealed
proposal. That firm did not propose to process our residuals into a Class AA product, as we had
required. Without this level of treatment, we felt that our legal liability for the residuals remained
too high to be acceptable.
During this period of time, H&H Liquid Sludge Disposal, Inc. had been collecting, treating to
Class AA level, and disposing of our residuals on a month-by-month basis. H&H was operating an
FDEP approved processing operation, but did not submit a proposal to us because they were in
the midst of a move from one facility location to another, and were unsure that they could
promise to provide the required service for an extended period. They have since entered into
contracts with two facilities which they are using for processing, and have continued to process
our residuals.
Attached for your review and action is a proposed contract between the City of Ocoee and H&H
Liquid Sludge Disposal, Inc. This contract is patterned after an existing contract between H&H
and the City of Altamonte Springs, and contains the same per ton disposal fee. There would
normally be a higher fee charged to Ocoee due to our smaller residuals volume, but we were able
to negotiate with H&H to obtain the same fee they charge Altamonte Springs.
THE PRIDE OF WEST ORANGE
I recommend that the City Commission authorize the Mayor and City Clerk to execute the
Agreement between the City of Ocoee and H&H Liquid Sludge Disposal, Inc. for wastewater
treatment plant residuals disposal.
AGREEMENT
THIS AGREEMENT, made and entered into this _ day of ,
19 , by and between the City of Ocoee, Florida, a municipal corporation, hereinafter referred
to as "City," and H &H Liquid Sludge Disposal, Inc., a Florida corporation, hereinafter referred
to as "H&H".
WITNESSETH:
WHEREAS, "City" desires to formalize the terms and conditions of an agreement with
"H&H" to convert Domestic Wastewater Treatment Plant Residuals into "Double A" (AA)
product as set forth herein,
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
contained herein, it is agreed as follows:
1. Definitions: The following terms shall have the meaning herein ascribed to them.
a. "City's Wastewater Treatment Plant" shall mean the Wastewater Treatment
Plant of "City" located at 1800 A.D. Mims Road, Ocoee, Florida.
b. "City's Public Works Facility" shall mean the concrete pad provided by the
"City" to collect and stockpile municipal yard waste from which "H&H"
will collect and haul away from a designated "City" area.
c. "Wastewater Treatment Plant Residuals" ("WWTP Residuals") shall mean
the solid or semisolid residue removed during the treatment of municipal
wastewater. Not included is the liquid residue or treated effluent or
reclaimed water.
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d. "Wet Ton" shall mean WWTP Residuals having a twelve percent (12%) or
higher solids content.
e. "Yard Waste" shall mean lawn clippings, leaves, shrubs and tree limbs
having a diameter of six inches (6") or less and a length of four feet (4')
or less. Larger debris may be handled in a separate agreement between the
"City" and "H&H".
f. "H&H Residual Facility" shall mean a "Double A" (AA) processing center
at a company owned location in Florida or other facilities as may be
designated by "H&H".
g. "Compost" shall mean the "Double A" (AA) end product derived by
"H&H" from the WWTP residuals obtained from the "City" or any
combination of WWTP residuals, yard waste or other ingredients.
h. "Compost Products" shall mean bulk or bagged "Double A" (AA) product
processed at "H&H Residual Facility".
2. Term: The term of the Agreement shall commence , 19_
and shall continue for a period of two (2) years and terminate on , 19
This Agreement may be renewed for a subsequent two (2) year term upon the mutual
agreement of H&H and the City. City shall have the right upon request to secure a
commitment from H&H to renew the Agreement not less than six (6) months prior to
expiration of an existing Agreement.
3. Agreement: H&H agrees to take and process all of the City's WWTP residuals that
meet DEP criteria for aerobic digestion for Class "C" residuals or better and if agreed to by
separate agreement, all of the City's municipal yard waste. The purpose of this Agreement is for
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H&H to take WWTP residuals and process it to a "Double A" (AA) beneficial reuse product, and
to relieve the City of any and all liability under Chapter 403, F.S., Chapter 17-640, F.A.C., Title
40 C.F.R., Parts 257 and 503 regulations, as they may from time-to-time be amended, and any
successor laws, statutes, rules and regulations. By this Agreement H&H, however, does not
accept liability or responsibility for the City's Wastewater Treatment Plant operations.
4. Responsibility and Liability: H&H further agrees during the entire term of this
Agreement to accept all responsibility and liability for the WWTP residuals from the point in time
of pick up from the City Wastewater Treatment Plant and to indemnify and hold the City harmless
for any and all violations of Chapter 403, F.S., Chapter 17-640, F.A.C., Title 40 C.F.R. Parts
257 and 503 regulations, as they may from time-to-time be amended, and any successor laws,
statutes, rules and regulations, in the treatment, handling, reporting, pick-up, transport, disposal
or application of the WWTP residuals or beneficial reuse product. H&H further agrees that it is
aware of and will comply with requirements for proper disposal and reporting requirements as
described in City's Wastewater Treatment Plant permit and as otherwise applicable to the City.
The indemnity set forth herein and the reporting requirements shall survive the termination of this
Agreement with respect to any WWTP residuals collected by H&H during the term of this
Agreement.
5. Minimum Annual Loads: The City agrees to provide H&H not less than nine
hundred (900) wet tons of WWTP residuals annually. If City fails to provide annually this
tonnage, the City will pay H&H Thirty-Six Dollars ($36.00) per ton times the load shortage
amount, expressed in tons for the WWTP residuals. This will be determined at the end of each
contract year and excesses and shortages shall be netted against each other to ascertain if there has
been a net shortage for the year.
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6. Rates: City shall pay H&H a price of Thirty-Six Dollars ($36.00) per wet ton for
WWTP residuals. H&H shall submit monthly invoices to the City of Ocoee. Each invoice will
be accompanied by weight slips to verify tonnage. The City shall make said payment to H&H
within thirty (30) days of receipt of invoicing. Payment shall be in the form of a check made
payable to H&H Liquid Sludge Disposal, Inc. and mailed to P.O. Box 609, Fort White, Florida
32038 or designated address.
7. Cost of Living: The above rate per ton shall remain firm during the course of this
Agreement except for an annual cost of living increase equal to the annual change in the Consumer
Price Index as published by the Department of Labor as applicable to the Southeastern United
States; provided, however, that the above rate shall not increase more than three percent (3%) per
contract year. Said increase or decrease shall be based upon the publication in the quarter
preceding the anniversary of the Contract and shall be equal to the increase or decrease over the
average annual rate for the preceding year. If the Department of Labor no longer publishes a
Consumer Price Index for the Southeastern United States, then the Consumer Price index shall
be based upon such other document or formula as agreed by the parties.
8. Method of Collection: City shall load the WWTP residuals into trailers owned and
operated by H&H at the City's Wastewater Treatment Plant. H&H will deliver to the City's
Wastewater Treatment Plant an empty trailer to receive WWTP residuals. The City and H&H
will work out a pick-up schedule for the loads. H&H will provide the City with a contact phone
number which will enable the City to page a driver or call the office to notify H&H of a change
in pick-up schedule. The City will provide H&H with seventy-two (72) hours notice of a schedule
change, with the exception of a plant breakdown, in which case notice will be provided as soon
as reasonably possible.
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9. Equipment and Personnel: H&H shall provide the necessary equipment, vehicles
and personnel for transportation of WWTP residuals from the City's Wastewater Treatment Plant
to H&H's facility or other appropriate facility as may be designated by H&H. H&H shall have
sole responsibility for the operation and maintenance of H&H's equipment, vehicles and facility
and for the transportation of WWTP residuals.
10. Quality Control of Residuals and Compost: City will, at its expense, analyze the
WWTP residuals on a monthly frequency. Metals to be analyzed are those specified in F.A.C..
17-640.700(1)(b), and include Cadmium, Copper, Lead, Nickel and Zinc and C.F.R. 503 that
include Arsenic, Cadmium, Chromium, Copper, Lead, Mercury, Molybdenum, Nickel, Selenium
and Zinc. Once a year City will provide a hazardous and materials data analysis of the WWTP
residuals if required by the Florida Department of Environmental Protection or the Environmental
Protection Agency. City will provide H&H with the results of these analyses on as timely a basis
as possible.
H&H will be responsible, at its expense, for all required analyses on the "Double
A" (AA) product including bacteriological and metals testing. Results of such analysis shall be
provided to the City on a monthly basis. The analyses shall be conducted by a professional
laboratory acceptable to the City.
11. Title: The title to the WWTP residuals shall pass to H&H upon receipt from the
City at the City's Wastewater Treatment Plant at A.D. Mims Road.
12. Indemnification: City shall not be liable or in any way responsible for any penalty,
fine or loss, injury, death or damage to persons or property which at any time may be suffered
or sustained by the City or any person whatsoever arising from the performance by H&H and its
employees and agents of its obligations under the provisions of this Agreement and H&H shall
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indemnify and hold City harmless therefrom. H&H shall additionally indemnify City and hold
harmless City against any and all claims, fines, penalties, costs, including reasonable attorneys
fees and costs at the trial and appellate levels, liabilities, loss, injury, death or damage whatsoever
on account of, or arising out of, or related to any act or omission of H&H in the performance of
H&H's services, including but not limited to the marketing, sale and distribution of product and
any derivative products or patent and/or trademark claims, or in the performance of any of its
obligations under this Agreement. H&H hereby acknowledges the receipt of Ten Dollars ($10.00)
and other good and valuable consideration from City for this indemnification covenant. The
provisions of this paragraph shall survive the termination of this Agreement.
13. Insurance: H&H shall maintain in effect throughout the entire term of this
Agreement, and any extensions hereof, personal injury liability insurance covering occurrences
resulting from performance by H&H of H&H's obligations set forth in this Agreement, in the
minimum amount of One Million Dollars ($1,000,000.00) for injury or death to any number of
persons in one occurrence, product liability insurance in the amount of One Million Dollars
($1,000,000.00) and property damage liability insurance in the amount of One Million Dollars
($1,000,000.00). City shall be named as an additional or joint insured on all such policies. H&H
shall maintain worker's compensation insurance in the minimum amount required by the laws of
the State of Florida. A Certificate of Insurance shall be furnished by H&H to the Director of
Administrative Services prior to or upon the effective date of this Agreement, and H&H shall
maintain a current Certificate of Insurance. Said Certificate of Insurance shall provide that no
insurance coverage may be cancelled or reduced by the insurance carrier without the City having
been given at least thirty (30) days prior written notice thereof.
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14. Compliance with Applicable Law: This Agreement shall be governed by the laws
of the State of Florida. H&H covenants to promptly comply with all applicable federal, state,
county and municipal laws, statutes, ordinances, regulations and rules in the performance of this
Agreement and in the subsequent disposition of any WWTP residuals, "Double A" (AA) product
and derivative products. H&H shall acquire, at its sole expense, all licenses, registrations and
permits necessary to transport, process, market, sell and distribute the "Double A" (AA) product
and derivative products.
15. Disclaimer of Joint Venture: H&H and City warrant and represent that by the
execution of this agreement it is not the intent of the parties that this Agreement be construed or
deemed to represent a joint venture or undertaking between City and H&H. H&H shall be solely
responsible for the conduct of all activities and services provided by H&H as part of its business
operations. While engaged in carrying out and complying with the terms of this Agreement, H&H
is an independent contractor and not an agent, officer or employee of City. H&H shall not at any
time or in any manner represent that it or any of its agents or employees are agents, officers or
employees of City.
16. Right of Inspection: City, by and through its authorized agent(s) shall have the
right at all reasonable times during the term of this Agreement to inspect or otherwise evaluate
the work being performed hereunder by H&H and the premises in or on which it is being
performed.
17. Termination by Reason of Default: H&H acknowledges that the conditions,
covenants and requirements on its part to be kept, as set forth herein, are material inducements
to City entering into this Agreement. Should H&H fail to perform any of the conditions,
covenants and requirements on its part to be kept, City shall give written notice thereof to H&H
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specifying those acts or things which require corrections. A reasonable time not to exceed thirty
(30) days shall be specified in the notice to cure those faults. Should the default remain upon
expiration of the time granted to cure the same, City may terminate the Agreement on forty-eight
(48) hours written notice to H&H in addition to such other legal or equitable rights it may have,
including the right to enforce this Agreement by an action for specific performance. H&H will
be liable to the City for any damages, penalties, fines, expense, cost or loss incurred by the City
as a result of such default by H&H, including reasonable attorneys fees and costs at the trial and
appellate levels.
18. Impossibility of Performance: In the event that a regulatory change of any
applicable federal, state, county or municipal law renders compliance with this Agreement
impossible, then either City or H&H shall have the right, upon thirty (30) days prior written
notice to the other party, to open negotiations for modification to this Agreement to address the
regulatory changes. Either party may terminate this Agreement if such negotiations for a
modification cannot be concluded and this Agreement amended within ninety (90) days.
19. Performance and Payment Bond or Irrevocable Letter of Credit: H&H shall post
with the City within thirty (30) days of the Effective Date of this Agreement a Performance and
Payment Bond or Irrevocable Letter of Credit in a form acceptable to City and in the amount of
Thirty-Six Thousand Dollars ($36,000.00) issued by an insurance company or other surety or bank
acceptable to the City to guarantee H&H's performance of the terms of this Agreement. Without
waiving any other remedies it may have, City shall be entitled to collect on the performance bond
or letter of credit in the event of a default by H&H under the terms of this Agreement or the
failure of performance by H&H. Said performance bond or letter of credit shall be continuously
maintained by H&H throughout the term of this Agreement and any renewals.
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20. Remedies - Cumulative: All remedies hereinbefore and hereinafter conferred on
City shall be deemed cumulative and no one exclusive of the other or any other remedy conferred
by law.
21. Waiver: The failure of City to take any action with respect to any breach of any
term, covenant or condition contained herein, or any instance of default hereunder by H&H, shall
not be deemed to be a waiver by City of any other default or breach.
22. Entire Agreement: This Agreement shall constitute the entire Agreement between
the parties. All amendments to this Agreement shall be in writing executed by City and H&H.
23. Notices: Notices and other correspondence required by this Agreement shall be
sent by certified mail, return receipt requested, to the respective parties at the following addresses:
City of Ocoee
150 North Lakeshore Drive
Ocoee, Florida 34761-2258
Attention: Utilities Director
H&H Liquid Sludge Disposal, Inc.
Route 2, Box 509
Fort White, Florida 32038
Attention: Rick D. Hacht, President
24. Annual Appropriation of Funds: This Agreement is subject to the annual
appropriation of funds by the City for the removal of WWTP residuals. Should the City fail to
appropriate funds for such purpose during any of the City's fiscal years, then the City may
terminate this Agreement by thirty (30) days written notice to H&H which notice shall cite this
Section.
25. Effective Date: The Effective Date of this Agreement shall be .
1995.
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IN WITNESS WHEREOF, this Agreement has been signed and sealed, in duplicate, by
the respective parties hereto.
DATED this day of , 19_.
ATTEST: CITY OF OCOEE
By:
City Clerk S. Scott Vandergrift, Mayor
(SEAL)
ATTEST: H &H LIQUID SLUDGE DISPOSAL, INC.
V.44,(-4-0 P"\ By: �(/ 41&,
Rick D. Hacht, President
FOR USE AND RELIANCE ONLY BY
THE CITY OF OCOEE, APPROVED AS
TO FORM AND LEGALITY THIS
DAY OF , 199_.
FOLEY & LARDNER
By:
City Attorney
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