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Home My WebLink AboutContract 31682. :k �� .��r �. � i� Y> �k �. �.�i�« � f`:�� (J r ni� o .��_��- AGREEMENT BETWE�N RENOVAR ENERGY CORP. AND CITY OF FORT WORTH, T�XAS This Agreement is by aild between Renovar Energy Corp., a Texas corporation ("Renovar"), and the City of Fort Worth ("City"). Renovar and City may hereinafter be referred to individually as a"Party" and collectively as the "Parties." WHEREAS, Renovar has entered into that certain Agreement for Supply of Landfill Gas dated April / f 2005, with Renda Environmental, Inc. ("Renda"), whereby Renovar has agreed to sell and Renda has agreed to buy landfill gas produced at the Ai•lington Landfill for use at the Village Creek Wastewater Treatinent Plant (the "Renda Agreement"); WHEREAS, City and Renda have entered into an amendment to City Secretary Contract No. 30908 by executing Exhibit "A" setting out terms and conditions for sale of landfill gas by Renda to City for use at the Village Creek Wastewater Treatment Plant and the performance of related services; WHEREAS, Renovar would not enter into the Renda Agreement absent eYecution of this Agreement; I. ASSIGNMENT Notwithstanding section 9.; of the Renda Agreement, if the Renda Agreement is terminated for any reason other than City's failure to appropriate sufficient inoney to pay Renda for landfill gas pursuant to City Secretary Contract No. 31532, the Renda Agi•eeinent will be deemed to be assigned to City as if the Agreement had ilever been terminated and City will have and assume all rights and obligations of Renda pursuant to such agreement. II. PERFORMANCE BY RENDA Subject to Section I above, if Renda fails to pay Renovar foi• Landfill Gas within thirty (30) days after the invoice is received, pursuant to section 6.1 of the Renda Agreement, Renovar shall so notify City in writing. After receipt of such notice, City shall make no further payments to Renda far landfill gas pursuant to City Secretary Contract No. 31532, but shall inake payments directly to Renovar for landfill gas delivered by Renovar, in tlie amounts and in the ma��ner prescribed in the Renda Agreeinent. IIL CITY'S ASSUMPTION OF REC DUTIES City may, upon written notice to Renovar, assume soine or all of Renovar's duties concerning Renewable Energy Credits described in Article V of the Renda Agreement. Upon any such assumption, City will hold Renovar harmless from and against alleged r- r, i�� 'a,��l�� v�'t3v� �� ti? ��,n�� y��,:.�; ��j�U� ,� , �U� ':�,�'J�i'UUE� ��~ breach of such duties, provided any REC sales by Renovar were arms' length transactions to a bona fide purchaser for market value as of the date the sale was completed. IV. DUE AUTHORIZATION The City warrants and i�epresents that it is duly auihorized to enter into and perform this Agreement according to its terms. V. LENDERS RIGHTS The provisions regardin� any lender to Seller set forth in Article XV of the Renda Agreement are hereby made applicable to this Agreement and incorporated herein by reference. VL P�ELEASE EACH PARTY ITSELF, AND ON BEHALF OF ITS RESPECTIVE SUCCESSORS, ASSIGNS, LEGAL REPRESENTATIVES, LENDERS, TRANSFEREES, REIRS, AND AGENTS, HEREBY RELEASES, ACQtiITS AND FOREVER DISCHARGES THE OTH�R PARTY AND ITS DIRECTORS, OFFICERS, STOCKHOLDERS, PARTNERS, AFFILIATED COMPANIES, ELECTED OFFICIALS, EMPLOYEES, AGENTS, ATTORNEYS, CONSULTANTS, CONTRACTORS, SUCCESSORS AND ASSIGNS AND ANY AND ALL PERSONS OR ENTITIES THAT VIAl' BE RELATED TO EACH OR ANY OF THEM, �VFiETHER OR NOT NAMED HEREIN �COLLECTIVELY, "RELEASEES"� OF AND FRONI ANY AND ALL CLAINIS, DENIANDS, CAUSES OF ACTION, AFFIRMATIVE DEFENSES, ATTORNEYS' FEES AND COS`I'S, OF EVERY KIND AND NATURE WHATSOEVER RELATING TO LANDFILL GAS, WHETHER NOW KNO�VN OR UNKNOWN, LEGAL, EQUITABL�, STATUTORY OR OTHER�VISE �"CLAIMS"�, THAT ACCRU�D PRIOR TO THE E,l'ECUTION OF THIS AGREEMENT, EVEN IF SUCH CLAINIS ARISE FROM OR ARE ATTRIBUTED TO STRICT LIABILITY OR THE SOLE OR CONCURRENT NEGLIGENCE OF ANY RELEASEE. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK. �i�'��JJi``�� I}i6v��'�1'u� � „ a r� r� o�q° 2 �{'��1� ��%1'�'�t� �� `".''JU°;�� i�° VII. ASSIGNMENT Renovar may assign this Agreement to any liinited liability corporation, partnership, limited partnership, corporation or other entity owned or controlled in whole or in part by Renovar. Signed in triplicate, each of wllich is deemed an original, on this _� ]•-/��day of Api-il, 2005. RENOVAR ENERGY CORP. By: L rence E. Gilbert, President CITY OF FORT WORTH B }�: M rc Ott, Assi tant ity Manager ATTEST: � V \ \4�U � . Marty Hendrix, �ty Secretary Appraved as to Form and Legality � Assistant ity Attorney l.� .�� I ,,;x;i��:aci� � hori� �io� - \�I� llate � � �� !�'��1�� '�� 5�� 11�?� ��. �'�''J�?`��, ��, City of Fort Worth, Texas Mayor and Council Communication COUNCI� ACTION: Approved on 6/29/2004 DATE: Tuesday, June 29, 2004 LOG NAME: 60RENDA REFERENCE NO.: C-20131 SUBJECT: Authorize Settlement Agreement with Lone Star Energy Services and Exercise the Second Five Year Renewal Option to the Solids Dewatering, Processing and Disposal Contract with Renda Environmental, Inc. for the Village Creek Wastewater Treatment Plant with Amendments RECOMMENDATION: It is recommended that the City Council: 1. Authorize the City Manager to execute the settlement agreement with Lone Star Gas Energy Services Company/TXU Energy Services Company. 2. Authorize the City Manager to execute the second five-year renewal to the Solids Dewatering, Processing and Disposal Contract with Renda Environmental, Inc. (City Secretary Contract No. 20283), with adjusted quantities to reflect actual daily solids production and an annual CPI calculation; and 3. Authorize the City Manager to execute an amendment to City Secretary Contract No. 20283 to include: a. The operation and maintenance of the Village Creek Wastewater Treatment Plant (VCWWTP) five MW turbine generators; and b. The terms for the purchase of supplemental gas as an additional fuel source for the VCVWVTP turbine generators, consistent with the terms of the settlement agreement. DISCUSSION: On December 12, 2000 (M&C C-18397), the City Council authorized the execution of a long-term contract with Lone Star Gas Energy Services, Inc., for the operations and maintenance of the two-five Megawatt (MV1n turbine generators at the Village Creek Wastewater Treatment Plant. This contract was terminated effective December 31, 2003. Two temporary letter agreements have allowed continued operation until June 30, 2004. Renda Environmental, Inc., formerly known as Oscar Renda Contracting, Inc., has proposed to operate these turbine generators as part of its contract. The contract amendment will reduce the current turbine generator operating costs from $77,000 to $60,000 per month. On January 11, 2001 (M&C C-18877), the City Council authorized the execution of a long-term contract with Lone Star Energy Services, Inc., a subsidiary of TXU, for the purchase of landfill gas produced at the Arlington Landfill as an additional fuel source for the VCWVV�P Turbine Generators. As part of a mediated settlement with TXU, this contract will be terminated effective June 30, 2004. Renda Environmental, Inc., has proposed to contract with Renovar (Landfill Gas Owner) to supply landfill gas to the City as an additional fuel for the VCVWVfP turbine generators. The proposed contract amendment with Renda Environmental, Inc. will reduce the current fuel costs from an average of $163,000 per month to a not-to- exceed cost of $132,500. The May 2004 cost for landfill gas was $173,000. Logname: 60RENDA Page 1 of 3 On April 5, 1994 (M&C C-14255R), the City Council authorized execution of a Solids Dewatering Processing and Disposal contract with Oscar Renda Contracting, Inc./Agronomic Management Group, Inc., now known as Renda Environmental, Inc., at the VCWWTP. On January 25, 2000 (M&C C-17834), the City Council authorized the first five-year renewal and two additional five-year renewal options. Throughout the duration of the contract, the contractor operated without interruption and in full regulatory compliance. As part of the renewal negotiation, City Staff requested Renda Environmental, Inc., to amend the current contract and to begin the renewal term on June 30, 2004. This amendment will reduce biosolids average handling cost of $420,000 per month to an average of $390,000 per month. Staff recommends the exercise of the second option to renew the Long-Term Solids Dewatering, Processing and Disposal contract with Renda Environmental, Inc. to include: 1) A five-year, nine month (69 months) agreement at the proposed cost of $134.97/Dry Ton, with an annual CPI adjustment, not to exceed the current yearly and total contract caps on price increases (3.5% and 15%, respectively). This amendment will reduce biosolids average handling cost of $420,000 per month to an average of $390,000 per month. 2) The operation and maintenance of the two-five MW turbine generators and heat recovery system at the VCWWTP for a cost of $60,000 per month with an annual CPI adjustment, not to exceed the current yearly and total contract caps on price increases (3.5% and 15%, respectively). The contract amendment will reduce the current turbine generator operating costs from $77,000 to $60,000 per month. 3) Terms for the purchase of supplemental gas as an additional fuel source for the generators at a cost not to exceed $132,500 per month with an annual CPI adjustment, not to exceed the current yearly and total contract caps on price increases (3.5% and 15%, respectively). The contract amendment will reduce the current fuel costs from an average of $163,000 per month to a not-to-exceed cost of $132,500. Quantities and costs for the renewal term are estimated in the table below: Yearly Sludge Production Fiscal Year (Dry Tons) 2003-2004* 10,200 dry tons Annual Sludge Cost with 3% CPI $1,376,694.00 2004-2005 37,000 dry tons $5,031,344.00 2005-2006 37,740 dry tons $5,285,930.00 2006-2007 38,495 dry tons $5,553,427.00 2007-2008 39,265 dry tons $5,834,445.00 2008-2009 40,050 dry tons $6,129,622.00 2009-2010** 20,425 dry tons $3,195.843.00 Annual Costs Annual Costs Turbine Landfill Gas Onerations Purchase*** Annual Costs $180,000.00 $402,276.00 $1,958,970.00 $725,400.00 $1,618,689.00 $7,375,433.00 $747,162.00 $1,657,317.00 $7,690,409.00 $769,577.00 $1,697,103.00 $8,020,107.00 $792,664.00 $1,738,083.00 $8,365,192.00 $816,444.00 $1,780,292.00 $8,726,358.00 $417,339.00 $906,328.00 $4,519.510.00 TOTAL 223,175 dry tons $32,407,305.00 $4,448,585.00 $9,800,088.00 $46,655,979.00 * 3 Months (July 2004 through September 2004) ** 6 Months (October 2009 through March 2010) "�** Estimated annual cost is based on the not-to-exceed monthly cost of $132,500 Renda Environmental, Inc., is in compliance with the City's M/WBE Ordinance by committing to 20% M/WBE participation. The City's goal on this project is 19%. Funding for this contract is budgeted on an annual basis. Additionally, the contract has a funding out clause that provides that the contract will terminate if the City fails to budget for any year of the option Logname: 60RENDA Page 2 of 3 period. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that funds are available in the current operating and capital budgets, as appropriated of the Water and Sewer Fund and the Sewer Capital Project Fund. TO Fund/Account/Centers Submitted for City Manager's Office b� Originating Department Head: Additional Information Contact: FROM Fund/AccounUCenters PS58 539120 070580300120 PE45 539120 0705002 Marc Ott (8476) Dale Fisseler (8207) Dale Fisseler (8207) ', :� �� $1.774,020.00 Logname: 60RENDA Page 3 of 3