III (B) Approval to Award RFP #98-006 to H & H Liquid Sludge Disposal, Inc. for Wastewater Residuals Disposal & Auth. for Mayor & City Clerk to execute the Agreement and All Documents Necessary to Consummate the Transaction Contemplated by the Agreement T�AtPegenTdai 7-21-98
"CENTER OF GOOD LIVING-PRIDE OF WEST ORANGE" MAYOK: SSIONER
S. SCOTT VANDERGRIFT
Cr/441,Ocoee ' COMMISSIONERS
CITY O F O C O E E DANNY HOWELL
150 N.LAKESHORE DRIVE SCOTT ANDERSON
V...... G OCOEE,FLORIDA 34761-2258 SCOTT A.GLASS
NANCY J.PARKER
�� (407)656-2322
.� CITY MANAGER
4Of G00�`` ELLIS SHAPIRO
11IIE WLO J11L
TO: The Honorable Mayor and City Commissioners
FROM: Joyce Meridith, Buyergrn
DATE: July 10, 1998
RE: Award of RFP #98-006 Wastewater Residuals Disposal
RFP #98-006, Wastewater Residuals Disposal was advertised on June 14, 1998 and were
publicly opened on July 7, 1998. Responses were received from:
1) H & H Liquid Sludge - $39.00 per wet ton.
2) Mid Florida Environmental -No Bid.
3) A.J. Cartage -No Bid.
4) Jennings Environmental -No Bid.
The bids were reviewed by the Utilities and Finance Departments. Staff recommends awarding
this RFP to H & H Liquid Sludge, per the attached memo from James Shira, City
Engineer/Utilities Director.
RECOMMENDATION
It respectfully is recommended that the City Commission award RFP #98-006 to H & H Liquid
Sludge and authorize execution of the agreement between the City and H & H Liquid Sludge by
the Mayor and City Clerk and further authorize the Mayor and City Clerk to execute all
documents necessary to consummate the transaction contemplated by the agreement.
OIL
A-
"CENTER OF GOOD LIVING-PRIDE OF WEST ORANGE" MAYOR•COMMISSIONER
S.SCOTT VANDERGRIFT
Ocoee
o�` dir. stis
CITY OF OCOEE COMMISSIONERS
DANNY HOWELL
y 1� SCOTT ANDERSON
150 N.LAKESHORE DRIVE
v- clj p OCOEE,FLORIDA 34761-2258 SCOTT A.GLASS
NANCY J.PARKER
rt Z0 (407)656-2322
4> �� CITY MANAGER
f4 OP G00V�` ELLIS SHAPIRO
MEMORANDUM
DATE: July 8, 1998
TO: Joyce Meridith, Buyer
FROM: James W. Shira, P.E., City Engineer/Utilities Director
SUBJECT: Wastewater Residuals Disposal
On July 7, bids were received and opened for RFP #98-006, WASTEWATER RESIDUALS
DISPOSAL. Only one bid was received, that being from H&H Liquid Sludge Disposal, Inc.
This company entered into a contract with Ocoee on September 6, 1995 for disposal of
wastewater residuals, and that contract expired on September 5, 1997.
At that time, we elected not to renew the contract, since it called for a guaranteed amount to be
delivered to H&H for disposal, and with the vermiculture project just beginning,we were
uncertain what amount of wastewater residuals would require off-site disposal. H&H elected to
continue to provide disposal service on a month-by-month basis, and has provided this service to
the present.
Although this arrangement has been satisfactory to both parties, we were required by FDEP to
enter into a formal wastewater residuals disposal agreement with somebody, as a condition
precedent to their issuance of our reclaimed water system permit.
I recommend that we accept the bid submitted by H&H Liquid Sludge Disposal, Inc. as the
lowest and best bid.
D .
49p
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"Class A" 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. "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.
c. "Wet Ton" shall mean WWTP Residuals having a sixteen percent(16%)or
higher solids content.
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d. "H&H Residual Facility"shall mean a"Class A" processing center at company
owned location in Florida or other facilities as may be designated by"H&H".
e. "Compost" shall mean the "Class A"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.
f. "Compost Products"shall mean bulk or bagged"Class A" 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 part of or all of the City's WWTP
residuals that meet DEP criteria for aerobic digestion for Class "C" residuals or better. The
purpose of this Agreement is for H&H to take WWTP residuals and process it to a"Class A"
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 the 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 17-460, 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
2
laws, statutes, rules and regulations, in the treatment, handling, reporting, pick-up, transport,
disposal or application of the WWTP residuals for 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. Rates: City shall pay H&H a price of Thirty-Nine Dollars ($39.00) 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 desianated address.
6. 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.
7. 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
3
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.
8. 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.
9. 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..
-l7-640.700(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 Class A
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.
10. 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.
4
11. 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
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 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.
12. 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 Utilities
Director 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
5
may be cancelled or reduced by the insurance carrier without the City having been given at least
thirty(30)days prior written notice thereof.
13. 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, Class A 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 Class A product and derivative
products.
14. 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 he 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 tat it or any of its agents or employees are agents,officers
or employees of City.
15. 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.
16. 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 specifying
those acts or things which require corrections. A reasonable time not to exceed thirty (30) days
6
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.
17. 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.
18. 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-Nine Thousand Dollars ($39,000.00) 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.
7
19. 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.
20. 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.
21. Entire Agreement: This Agreement shall constitute the entire Agreement between
the parties. All amendments tot his Agreement shall be in writing executed by City and H&H.
22. 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
23. 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.
24. Effective Date: The Effective Date of this Agreement shall be
1998.
8
OCOEE SIGNATURE BLOCK FORM
CITY:
CITY OF OCOEE, FLORIDA
By:
S. SCOTTVANDERGRIFT, Mayor
Executed on: , 199
ATTEST:
JEAN GRAFTON, City Clerk
(SEAL)
FOR USE AND RELIANCE ONLY BY APPROVED BY THE OCOEE CITY
THE CITY OF OCOEE, FLORIDA COMMISSION AT A MEETING HELD
APPROVED AS TO FORM AND ON , 199
LEGALITY this day of UNDER AGENDA ITEM NO.
, 199
FOLEY & LARDNER
By:
City Attorney
STATE OF FLORIDA
COUNTY OF ORANGE
I HEREBY CERTIFY that on this day, before me, an officer duly
authorized in the State and County aforesaid to take
acknowledgements, personally appeared S. SCOTT VANDERGRIFT and JEAN
GRAFTON, personally known to me to be the Mayor and City Clerk,
respectively, of the CITY OF OCOEE and that they severally
acknowledged executing the same freely and voluntarily under
authority duly vested in them by said municipality. They are
personally known to/ me.
WITNESS my hind and official seal in the County and State last
aforesaid this day of , 199
Signature of Notary
Name of Notary (typed. Printed or stamped)
Commission Number(if not legible on seal):
My Commission Expires(if not legible on seal):
9
CAWS IWOCS\OCOEESIGNATURRBUC 143CV91111 IEWOIS I PER:xx