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HomeMy WebLinkAboutContract 40580K11,4er Env+�nr0�rnent CITY SECRETARY erat'rr,sc!rvYl�vi•f>lF�tr!rin CONTRACT NO, l,Jr't.;,;+uuillt4l!i•r i�,rt�trtrr,�n!:rt; - INDEPENDENT AUDIT AGREEMENT The Agreement is entered into this 17'h day of June 2010 by and between the Water Environment Federation° (WEF°), a nonprofit tax-exempt organization with its principal place of business located at 601 Wythe Street, Alexandria, Virginia 22314; and the City of Fort Worth Texas. WHEREAS, the City is about to begin it second five-year term of operating an NBP certified Biosolids Environmental Management System (EMS) used at the Village Creek Wastewater Treatment and has requested a re -verification audit. WHEREAS, WEF has agreed to provide a third party audit firm to conduct said re - verification audit. THEREFORE the parties agree as follows: The NBP Biosolids EMS certification program covers afive-year commitment. This Agreement covers the first year of the five-year program only. 1. WEF Rights and Responsibilities. WEF, through the NBP, facilitate an independent third party audit of the City's Biosolids EMS that meets the requirements of the NBP standard. The WEF shall require that the Auditor will use the protocol described in the Auditor Guidance Document, as amended and located at www.biosolids.org. The audit will specifically include: a. verification of all EMS Elements; b. verification of any significant changes; c. verification of open non -conformances or corrective action requests from previous third party audits; d. assessment of the effectiveness of City's Biosolids EMS including reviewing progress that is being made toward the specific goals and objectives and review goals and objectives process, based on progress towards achieving established goals and objectives; e. assessment of the management review process, based on the results of these reviews; f. assessment of corrective and preventive action process, based in part on corrective/preventive action taken following internal audits and third party audits; and; an assessment of the communication program, based in part on input received from interested parties and the City's response to that input; g. examination of EMS outcomes in the areas of environmental performance, regulatory compliance, interested party relations and quality biosolids practices. WEF shall defend and save City harmless and indemnify the City and its employees from and against any and all causes of action, claims, rights, demands, liabilities, attorney fees, damages, or losses of any kind on account of or arising from the actions (or failure to act) of WEF or third party Auditor, other contractors or agents with respect to this Agreement. The provisions of this Paragraph shall survive the termination of this Agreement. WEF/ Fort Worth Agreement Tune 2010 2. Utility Rights and Responsibilities. City will work cooperatively with Auditor. The result of the Audit will be a Report which summarizes all Audit findings, including verification determination. The draft Report will be issued within fourteen (14) days following the interim audit to the City. After the City has reviewed the draft Report and ,prepared any observations, Auditor will prepare the final Audit summary and Report, attach the City's observations, and submit all of the documents simultaneously to the City and the NBP. Report guidelines, format and content are provided in detail at www.biosoilds.org within the Auditor Guidance document. Based on this Report and conformance with all other EMS requirements, Auditor and NBP will determine if the City meets the requirements to remains certified in the NBP EMS Program. At the request of City a summary of the final report will be made publicly available. 3. Proiect Administration. WEF or its assignee shall designate specific individuals or positions to be responsible for project administration, day-to-day administration of the technical work to be performed, and project management. WEF or its assignee shall: a. maintain the City's contact list, NBP web page with candidate information, and audit schedule; bo contract with a qualified and NBP certified Auditor; c. arrange initial contact between Auditor and City; d. maintain documentation review results; e. maintain a copy of the Auditor's plan, agenda and schedule; fe maintain copies of working and final audit reports and verification decisions; gw serve as liaison between Auditor, City, and appeals board as necessary; h. compensate Auditor per separate contract arrangements. 4. Audit Duration. This Agreement shall commence on June 17, 2010 or on signature by both parties. The NBP Biosolids EMS audit is part of a five-year program. This Agreement and description of work is for a re -verification audit (for year 5 of the program, the first year of the second five-year period). Audit arrangements and an audit plan for elements to be audited for the ensuing years should be discussed following the re -verification audit. 5. Proiect Costs. Audit costs shall include those cost for offsite audits, number and complexity of open non -conformances, and changes at the City. Requirements for and schedule of major and minor non-conformance audits are covered in the Auditor Guidance Document and may be included as necessary work during the Audit. Audit costs for the Utility shall not exceed $10,150 as fully detailed in the table below and include estimated travel expenses. In addition there shall be a contingency fee of $1,300, for any corrective plans necessary as agreed to by both parties. Audit postponement requires agreement by both auditor and Utility. Upon cancellation of this Agreement by the City, the City shall pay WEF or its assignee for any reasonable and necessary cost expended and pursuant to the table below. Activity Audit Time Other Costs Total Cost EMS manual review, scheduling, preparation, and coordination (1 day) $ 1,300 $1,300 On -Site Re -Verification Audit (Office and Field Audit) (4 days) $ 5,200 $5,200 On -Site Re -Verification Audit Travel (2 days) $ 600 $ 600 On -Site Re -Verification Auditors' Travel Expenses (estimate only) $1,500 $15500 Final Report Preparation and Corrective Action Reviews (1 day) $ -11300 $15300 NBP Administrative Cost $ 250 $ 250 $ 75800 $29350 $10J50 Note: Review of corrective plans, if needed, will be charged at $162.50/hour 6. Applicable Law. This Agreement shall be governed by, interpreted, and construed in accordance with the laws of Texas. All claims, actions, proceedings, and disputes arising out of this Agreement shall be commenced exclusively in Tarrant County, Texas and all parties consent to personal jurisdiction in Texas. 7. Assignments. WEF may assign in writing, all of its rights and responsibilities outlined in section 1 of this Agreement to NSF International (NSF), with its principal place of business at 789 N. Dixboro Road, Ann Arbor, MI 48105. City hereby consents to this assignment by WEF. This Agreement may not be assigned by the City without the written consent of WEF, which will not be unreasonably withheld. 8. Amendment. This Agreement constitutes the entire agreement between the parties and supersedes all prior writings or oral agreements. This Agreement may be amended only by writing, clearly setting forth the amendments and signed by both parties. 9. Waiver: Either party's waiver or failure to exercise any right provided for in this Agreement shall not be deemed a waiver of any further or future right under this Agreement. 10.Terms: If any provision of this Agreement is determined to be invalid or unenforceable by any court of competent jurisdiction, such determination shall not invalidate or render invalid any other provision hereof. IN WETNESS THEREOF, this Agreement City of Fort Worth Fernando Costa, Assistant City Manager � //j CIAL RECORD CITY SECRETARY FT. WORTH, TX executed, as of the day and year written below. William J. Bertera, Executive Director WEF/ Fort Worth Agreement Tune 2010 Date % 17 I0 Approved as to legality: i n ( d6rv� Dhriste Reynolds Sr. Assistant City Attorney Attest: Marty Hendrix City Secretary NO M&C R7OUIRED i CITY SECRETARY FT Date:June I f 17, 2010 oa�0o " 0 �i