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Contract 53332
CITY SECRETARY FORT WORTH :ONTRACTNO . 5333d- WATER Design, Build, Operate and Maintain Village Creek Water Reclamation Facility Biosolids Management and Beneficial Reuse Betsy Price Mayor Freese & Nichols, Inc City Project No. 101961 Christopher P. Harder, P.E. Water Director Prepared for the City of Fort Worth Synagro of Texas-CDR, Inc. Andritz Seperation Technologies, Inc. December 2019 David Cooke City Manager Archer Western Construction, LLC OFFICIAL RECORD CITY SECRETARY FT, WORTH, TX ORT WORTH.., WAU Design, Build, Operate and Maintain Village Creek Water Reclamation Facility Biosolid s Management and Beneficial Reuse Betsy Price Mayor Freese & Nichols, Inc City Project No. 101961 Christopher P. Harder, P.E. Water Director Prepared for the City of Fort forth Synagro of Texas -CDR, Inc. Andritz Seperation Technologies, Inc. December 2019 David Cooke City Manager Archer Western Construction, LLC Biosolids Design, Build Operate and Maintain Contract Village Creek Water Reclamation Facility Biosolids Management and Beneficial Reuse Table of Contents 1. Service Contract a. Article I —Definitions and Interpretation b. Article II — Representations and Warranties c. Article III —Term d. Article IV — Commencement of the Design -Build Work and Management Services e. Article V — Reserved f. Article VI — Management and Operation g. Article VII — Performance h. Article VIII — Maintenance, Repair and Replacement i. Article IX — Service Fee j. Article X — Permitting, Design and Construction of the Biosolids Processing Facility Capital Improvements k. Article XI — Performance Testing and Acceptance of the Biosolids Processing Facility Capital Improvements I. Article XII — Payment of the Design -Build Price m. Article XIII — Reserved n. Article XIV — Capital Modifications o. Article XV — Breach, Default, Remedies and Termination p. Article XVI — Insurance, Uncontrollable Circumstances, and Indemnification q. Article XVII — Security for Performance r. Article XVIII -- Miscellaneous Provisions 2. Attachment A —Texas Water Development Board Requirements for Clean Water State Revolving Fund Program a. Texas Water Development Board Requirements for Clean Water State Revolving Fund Program b. TWDB Supplemental Contract Conditions for Clean Water State Revolving Fund (Non - Equivalency) and for Construction Services for Projects Funded through the CWSRF Non - Equivalency Program (TWDB-0551) c. TWDB Bidders Certifications (TWDB WRD-255) d. TWDB Contractor's Act of Assurance (TWDB ED7103) e. TWDB Contractor's Act of Assurance Resolution (TWDB ED-104) f. TWDB Debarment/Suspension Certificate (SRF-404) g. TWDB Vendor Compliance with Reciprocity on Non -Resident Bidders (TWDB-0459) h. TX270 DOL Wage Rates - TX190270 for Tarrant County Building Construction Projects 3. Attachment "B" — City SBE & MBE Forms and Contractor Certifications a. City of Fort Worth SBE & MBE Participation Requirements b. City of Fort Worth Minority Business Enterprise (MBE) Specifications and Certification for Construction c. City of Fort Worth Small Business Enterprise (SBE) Requirements and Certification for Design d. City of Fort Worth Small Business Enterprise SBE Subcontractors/Suppliers Utilization Form (From SYNAGRO of Texas -CDR, Inc for Design) e. MBE/SBE Letter of Intent from Synagro of Texas -CDR (dated 21-Nov-19) f. City of Fort Worth Minority Business Enterprise MBE Subcontractors/Suppliers Utilization Form (for Construction) To be attached at issuance of first construction work package 4. Attachment "C" —Proponent Team Member Declarations a. Synagro of Texas -CDR, Inc. b. Freese and Nichols, Inc. c. Archer Western Construction, LLC d. Andritz Separation Technologies Inc. 5. Attachment "D" — Certificates of Officers a. Synagro of Texas -CDR, Inc. b. Freese and Nichols, Inc. c. Archer Western Construction, LLC d. Andritz Separation Technologies Inc. 6. Attachment "E" —Technical Proposal Forms a. Technical Proposal Form 1— Signed Proposal Submission Form b. Technical Proposal Form 2 — Surety Letters of Intent to Issue Bonds c. Technical Proposal Form 3 — Insurance Company Letter of Intent d. Technical Proposal Form 4 —Specifications of Major Equipment/Systems e. Technical Proposal Form 5 — Drawings, Diagrams, Plans and Information Checklist f. Technical Proposal Form 6 — Participating Entities Group List g. Technical Proposal Form 7 —Participating Entities— Individual Descriptions h. Technical Proposal Form 8 — Utilities Summary Table i. Technical Proposal Form 9 — Key Personnel Commitments of Time j. Technical Proposal Form 10 —Guarantee of Minimum Annual Facility Availability 7. Attachment "F" — Financial Submissions a. Price Submission Form 1--Total Capitalized Cost Breakdown Summary Table b. Price Submission Form 2 — Maximum Design -Build Drawdown Schedule and Milestones c. Price Submission Form 3 — Major Maintenance, Repair, and Replacement Schedule d. Letters of Commitment from Subcontractors i. Andritz Separation Technologies Inc. H. Archer Western Construction, LLC iii. Freese and Nichols, Inc. iv. JQ Infrastructure v. Tascosa Alliance Company vi. Automation Nation, Inc. e. Cost for Addition of Biogas Capability to Project Scope from SYNAGRO (22-Nov-19) 8. Attachment "G" —Insurance Forms a. Synagro of Texas -CDR Certificate of Insurance (Design Build Period Only) b. Freese & Nichols Certificate of Insurance c. Archer Western Construction Certificate of Insurance d. Andritz Seperati.on Technologies Certificate of Insurance 9. Attachment "H" - Bonds a. Archer Western Construction Payment & Performance Bonds (Construction) b. Andritz Seperation Technologies Payment & Performance Bonds (Equipment) c. Synagro of Texas -CDR Payment and Performance Bonds (Remainder of Construction Costs) 10. Service Contract Appendices a. Appendix 1— Site Location and Project Scope b. Appendix 2 —Transition Plan and Transition Period Schedule i. Exhibit 2-1 Transition Plan ii. Exhibit 2-2 Transition Period Schedule c. Appendix 3 — Performance Guarantee Requirements d. Appendix 4 —Technical Specifications L Exhibit 4-1 Drawings and Diagrams ii. Exhibit 4-2 Specifications for Major Equipment and Systems e. Appendix 5 —Construction Requirements i. Exhibit 5-1 Preliminary Design -Build Work Schedule ii. Exhibit 5-2 Preliminary Construction Plan f. Appendix 6 —Governmental Approvals g. Appendix 7—Quality Program i. Exhibit 7-1 Preliminary Quality Management Plan h. Appendix S —Acceptance Test Procedures and Standards i. Exhibit 8-1 Preliminary Acceptance Test Plan i. Appendix 9 — City Review/Submittals i. Exhibit 9-1 Sample Monthly Progress Report Outline, Design -Build Period j. Appendix 10—Operation and Maintenance. i. Exhibit 10-1 Preliminary Operation and Maintenance Plan k. Appendix 11—Asset Management i. Exhibit 11-1 Preliminary Asset Management Plan I. Appendix 12 — Payment Schedules i. Exhibit 12-1 Maximum Design -Build Drawdown Schedule and Milestone m. Appendix 13—Asset Evaluation Protocol n. Appendix 14— Exit Test Procedures and Standards o. Appendix 15 — Key Personnel and Approved Subcontractors i. Exhibit 15-1 Key Personnel Commitments of Time ii. Exhibit 15-2 Company's Project Organization Chart p. Appendix 16 7 Sample Monthly Service Fee Calculation SERVICE CONTRACT FOR DESIGN, PERMITTING, CONSTRUCTION, OPERATION, MAINTENANCE, REPAIR AND IMPROVEMENT OF THE CITY OF FORT WORTH'S BIOSOLIDS MANAGEMENT AND BENEFICIAL REUSE FROM THE VILLAGE CREEK WATER RECLAMATION FACILITY City Project Number: 101961 between THE CITY OF FORT WORTH, TEXAS and SYNAGRO OF TEXAS -CDR, INC. Dated 2019 TABLE OF CONTENTS Page ARTICLE I -DEFINITIONS AND INTERPRETATION---------------------------------------------------------------------------------------- 2 ARTICLE II - REPRESENTATIONS AND WARRANTIES--------------------------------------------------------------------------------- 18 ARTICLEIII —TERM ------------------------------------------------------------------------------------------------------------------------------ 20 ARTICLE IV - COMMENCEMENT OF THE DESIGN -BUILD WORK AND THE MANAGEMENT SERVICES ------------------- 21 ARTICLEV— RESERVED----------------------------------------------------------------------------------------------------------------------- 24 ARTICLE VI- MANAGEMENT AND OPERATION ------------------------------------------------------------------------------------------ 25 ARTICLE VII — PERFORMANCE --------------------------------------------------------------------------------------------------------------- 33 ARTICLE VIII - MAINTENANCE, REPAIR AND REPLACEMENT------------------------------------------------------------------------ 36 ARTICLE IX - SERVICE FEE--------------------------------------------------------------------------------------------------------------------- 40 ARTICLE X - PERMITTING, DESIGN AND CONSTRUCTION OF THE BIOSOLIDS PROCESSING FACILITY CAPITAL IMPROVEMENTS---------------------------------------------------------------------------------------------------___--------------------------- 46 ARTICLE XI -ACCEPTANCE TESTING AND ACCEPTANCE OF THE BIOSOLIDS PROCESSING FACILITY CAPITAL IMPROVEMENTS-------------------------------------------------------------------------------------------------------------------------------- 64 ARTICLE XII - PAYMENT OF THE DESIGN -BUILD PRICE------------------------------------------------------------------------------- 68 ARTICLE XIII — RESERVED------------------------------------------_______-______-________.--_---_-_--____-__________________________------ 75 ARTICLE XIV - CAPITAL MODIFICATIONS------------------------------------------------------------------------------------------------- 76 ARTICLE XV - BREACH, DEFAULT, REMEDIES AND TERMINATION----------------------------------------------------------------- 81 ARTICLE XVI- INSURANCE, UNCONTROLLABLE CIRCUMSTANCES AND INDEMNIFICATION -------------------------------- 90 ARTICLE XVII - SECURITY FOR PERFORMANCE------------------------------------------------------------------------------------------ 97 ARTICLE XVIII - MISCELLANEOUS PROVISIONS-------------------------------------------------------------------------------------- 98 SIGNATUREPAGE-------------------------------------------------------------------------------------------------------------------------------- 105 (i) APPENDICES 1. Description of the Biosolids Processing Facility and Site 2. Transition Plan, Transition Period Schedule 3. Performance Guarantee Requirements and Performance Credits 4. Technical Specifications 5. Construction Requirements 6. Governmental Approvals 7, Quality Program 8. Acceptance Test Procedures and Standards 9. City Review/Submittals 10. Operation and Maintenance 11, Asset Management 12. Payment Schedules 13. Asset Evaluation Protocol 14. Exit Test Procedures and Standards 15, Key Personnel 16. Construction Schedule(s) SERVICE CONTRACT FOR DESIGN, PERMITTING, CONSTRUCTION, OPERATION, MAINTENANCE, REPAIR AND IMPROVEMENT OF THE CITY OF FORT WORTH'S BIOSOLIDS MANAGEMENT AND BENEFICIAL REUSE FROM THE VILLAGE CREEK WATER RECLAMATION FACILITY THIS SERVICE CONTRACT FOR DESIGN, PERMITTING, CONSTRUCTION, OPERATION, MAINTENANCE, REPAIR AND IMPROVEMENT OF THE CITY OF FORT WORTH'S BIOSOLIDS MANAGEMENT AND BENEFICIAL REUSE FROM THE VILLAGE CREEK WATER RECLAMATION FACILITY is made and entered into as of the Contract Date, as defined herein, between the City of Fort Worth, Texas, a municipal corporation in Tarrant, Denton Parker and Wise Counties, Texas acting by and through its City Manager (as defined herein) (the "City"), and Synagro of Texas -CDR, Inc., a corporation organized and existing under the laws of the State of Texas , and authorized to business in the State of Texas (the "Company"). WHEREAS, the City owns, operates and maintains the City's Village Creek Water Reclamation Facility in its various components ("VCWRF") which is the sole wastewater treatment facility for the City; WHEREAS, as authorized by the Texas Commission on Environmental Quality (TCEQ) by permit No. WQ0010494013, the City, through a third -party contractor, processes and then land applies Class AB biosolids produced from its VCWRF biosolids processing site for beneficial agriculture re -use; WHEREAS, said third -party biosolids contract will expire in March, 2020; WHEREAS, the City has determined it is in the City's best interests to contract with a third -party entity to design and build, then operate and maintain on a long-term basis, a new or renovated Biosolids Processing Facility (as herein defined) at the VCWRF biosolids processing site for the (collectively, the "Contract Services"). WHEREAS, the City issued a request for qualifications ("RFQ") on January 10, 2019; WHEREAS, responses to the RFQ were received on March 7, 2019; WHEREAS, on June 7, 2019, the City issued a Request for Proposals to Design, Build, Operate and Maintain the Village Creek Water Reclamation Biosolids Management and Beneficial Reuse Facility to three firms prequalified during the RFQ process; WHEREAS, the parties have negotiated in good faith the terms and conditions of this Contract for the provision of the contract services for the City of Fort Worth's biosolids management and beneficial reuse from the Village Creek Water Reclamation Facility. WHEREAS, on December 10, 2019, the City Council authorized the execution of this Contract by Mayor and Council Communication 19-0381; NOW, THEREFORE, in consideration of these recitals and the mutual covenants herein contained, the parties hereto, agree as follows: The City of Ft. Worth Service Contract Biosolids Processing Facilitv Article I - Definitions and Interpretation (including any of the foregoing which pertain residuals and waste disposal, processing or marketing, health, safety, fire, environmental protection, labor relations, building codes, the payment of prevailing or minimum wages and non-discrimination). "Bankruptcy Code" means the United States Bankruptcy Code, 11 U.S.C. 101 et seg., as amended from time to time and any successor statute thereto. `Bankruptcy Code" shall also include any similar state law relating to bankruptcy, insolvency, the rights and remedies of creditors, the appointment of receivers or the liquidation of companies and estates that are unable to pay their debts when due.. "Baseline Asset Evaluation" means the initial evaluation of the Managed Assets following Acceptance conducted in accordance with Article Vill, Subsection 8.3(A) and Appendix 13 — Asset Evaluation Protocol. "Billing Period" means each calendar month during the Management Period, except that (1) the first Billing Period shall begin on the Commencement Date and shall continue to the last day of the month in which the Commencement Date occurs and (2) the fast Billing Period shall end on the last day of the Term. Any computation made on the basis of a Billing Period shall be adjusted on a pro rata basis to take into account any Billing Period of less than the actual number of days in the month to which such Billing Period relates. "Biosolids" means treated sludge meeting the Biosolids quality requirements set forth in Article VII and Volume 3 Appendix 3 - Performance Guarantee Requirements. "Biosolids Guarantee" means the Company's guarantee of performance set forth in Article VII and Appendix 3 — Performance Guarantee Requirements. "Biosolids Processing Facility" means the existing biosolids processing facility as defined in Appendix 1, Figure 1-1. "Biosolids Processing Facility Capitai-Improvements" means the improvements to the Managed Assets which shall be designed, constructed, installed, started up and tested by the Company in accordance with this Service Contract, as more particularly described in Appendix 4. "Biosolids Processing Facility Site" means the site defined in Appendix 1, Figure 1-1. "BODs" or "Biochemical Oxygen Demand" means the five-day measure of the amount of oxygen required for the stabilization of decomposable carbonaceous organic matter and the bioxidation of nitrogenous material under aerobic conditions, the analysis of which shall conform to 40 C.F.R. 136, "Guidelines Establishing Test Procedures for the Analysis of Pollutants," unless other test procedures have been specified in the Return Flow requirement. "Capital Improvement Sites" means the parcels of real property described or referred to in Appendix 1 on which the above -ground improvements and below -ground improvements constituting the Biosolids Processing Facility Capital Improvements are to be located. "Capital Modification" means any material change made to any part of the Managed Assets following Acceptance, including the installation of new structures, equipment, systems or technology and any additions or expansions to the Managed Assets, as addressed in Article XIV. "CERCLA" means the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. §§ 9601 et seq., and applicable regulations promulgated thereunder, each as amended from time to time. ARTICLE ! DEFINITIONS AND INTERPRETATION SECTION 1.1. DEFINITIONS. As used in this Service Contract, the following terms shall have the meanings set forth below: "Acceptable Disposal Site" means a beneficial reuse facility, which: (1) is located in the United States; (2) does not appear on any federal or state list of sites, such as but not limited to the National Priority List or the CERCLIS list under CERCLA, maintained for the purpose of designating landfills which are reasonably expected to require remediation on account of the release or threat of release of Hazardous Materials; and (3) is being operated at the time of disposal or delivery in accordance with Applicable Law. "Acceptance" means demonstration by the Company in accordance with Article XI and Appendix 8 that the Acceptance Tests have been conducted, the Acceptance Test Procedures and Standards have been achieved and the other Acceptance Date Conditions set forth in Section 11.2 have been achieved. "Acceptance Date" means the date on which Acceptance has occurred or is deemed to have occurred under Article XI. "Acceptance Date Conditions" means the preconditions for Acceptance set forth in Section 11.2. "Acceptance Test Plan" means the plan for the performance of the Acceptance Tests to be developed by the Company in accordance with Appendix 8 —Acceptance Test Procedures and Standards. "Acceptance Tests" means the applicable test for Acceptance to be performed by the Company in accordance with Article XI and the Acceptance Test Plan. "Affiliate" means any person directly or indirectly controlling or controlled by another person, corporation or other entity or under direct or indirect common control with such person, corporation or other entity. "Annual Settlement Statement" means the annual settlement statement prepared by the Company setting forth the actual aggregate Service Fee payable with respect to a Contract Year and a reconciliation of such amount with the amounts actually paid by the City with respect to such Contract Year in accordance with Section 9.9. "Appendix" means any of the Appendices and, as applicable, any attachments thereto, that are appended to this Service Contract and identified as such in the Table of Contents. "Applicable Law" means: any current or hereafter duly adopted or promulgated: (1) federal, state or local statute, law, code, ordinance or regulation; (2) formally adopted and generally applicable rule, requirement, determination, standard, practice, policy, guidance, implementation schedule, or other order of any Governmental Body having appropriate jurisdiction; (3) established interpretation of law or regulation utilized by an appropriate Governmental Body if such interpretation is documented in writing by such Governmental Body and generally applicable; (4) Governmental Approval; and (5) consent order or decree, settlement agreement or similar agreement between the City and the EPA, TCEQ or any other Governmental Body, in each case having the force of law and applicable from time to time: (a) to the siting, permitting, design, acquisition, construction, equipping, financing, ownership, possession, start-up, testing, operation, maintenance, repair, replacement or management of the Biosolids Processing Facility; (b) to the air emissions from the Biosolids Processing Facility or Acceptable Disposal Site; (d) to the transfer, handling, processing, transportation or disposal of Residuals; (e) to the health and welfare of individuals at or visiting the Managed Assets; and (f) to any other transaction or matter contemplated hereby 575224.6 032168 CTR The City of Ft. Worth Service Contract Blosolids Processing -Facility Article I - Definitions and Interpretation "Change in Law" means any of the following acts, events or circumstances to the extent that compliance with the change materially expands the scope, interferes with, delays or increases the cost of performing the obligations of either party: (1) except as specifically excluded from this definition below, the adoption, amendment, promulgation, issuance, modification, or repeal of any Applicable Law, or the written change in administrative or judicial interpretation of any Applicable Law, on or after the Contract Date, unless such Applicable Law was on or prior to such date duly adopted, promulgated, issued or otherwise officially modified or changed in interpretation, in each case in final form, to become effective without any further action by any Governmental Body; (2) except as specifically excluded from this definition below, the order orjudgment of any Governmental Body issued on or after the Contract Date, enforcing any Change in Law described in subsection (a) of this definition to the extent such order or judgment is not the result of intentional or negligent action, error or omission or lack of reasonable diligence of the Company or of the City, whichever is asserting the occurrence of a Change in Law; provided, however, that the contesting in good faith or the failure in good faith to contest any such order or judgment shall not constitute or be construed as such an intentional or negligent action, error or omission or lack of reasonable diligence; or (3) except as specifically excluded from this definition below, the denial of an application for, a delay in the review, issuance or renewal of, or the suspension, termination or interruption of any Governmental Approvals, or the imposition of a term, condition or requirement on or after the Contract Date in connection with the issuance, renewal or failure of issuance or renewal of, any Governmental Approval to the extent that such occurrence is not the result of intentional or negligent action, error or omission or a lack of reasonable diligence of the Company or of the City, whichever is asserting the occurrence of a Change in Law; provided, however, that the contesting in good faith or the failure in good faith to contest any such occurrence shall not be construed as such an intentional or negligent action or lack of reasonable diligence. It is specifically understood, however, that none of the following shall constitute a "Change in Law": (1) acts, events and circumstances with respect to the Governmental Approvals to the extent that the Company has expressly assumed the permitting risk under Sections 10.9 of this Service Contract; (2) a change in the nature or severity of the actions typically taken by a Governmental Body to enforce compliance with Applicable Law which was in effect as of the Contract Date; (3) any increase in any fines or penalties provided for under Applicable Law in effect as of the Contract Date; and (4) any act, event or circumstance that would otherwise constitute a Change in Law but that does not change the requirements imposed on the Company by the Contract Standards in effect as of the Contract Date. "Change Order" means a written order issued by the City and agreed to in writing by the Company making a Design and Construction Requirement Change, a Fixed Design -Build Price Adjustment, an adjustment to the Scheduled Acceptance Date or other change to the Design -Build Work, as applicable. 4 The City of Ft. Worth Service Contract Biosolids Processing FacilitV Article I - Definitions and Interpretation "Chapter 312 Rules" means Title 30, Texas Administrative Code, Chapter 312 "City Manager" means the City of Fort Worth's duly appointed City Manager or his/her designated Assistant City Manager. "City Building Permits" means the Governmental Approvals under which the City is listed as the permit issuing entity in the "Governmental Body" column in Appendix 6 — Governmental Approvals which are required to be obtained by the Company in accordance with Articles X. "City Contract Administrator" means that individual identified herein appointed by the Director of the Fort Worth Water Department. "City Engineering Representative" means the engineer designated as the City Engineering Representative in writing by the City. "City Fault" means any breach (including the untruth or breach of any City representation or warranty herein set forth), failure, nonperformance or non-compliance by the City with respect to its obligations under this Service Contract to the extent not attributable to any Uncontrollable Circumstance, and which materially and adversely affects the Company's rights, obligations or ability or costs to perform under this Service Contract. "City Property" means any structures, improvements, fixtures, or real or personal property owned, leased, operated, maintained, or occupied by the City. "Clean Water Act" means the Clean Water Act 33 U.S.C. 1251 et seq., and applicable regulations promulgated thereunder, each as amended from time to time. "Commencement Date" means April 1, 2020. "Company Fault" means any breach (including the untruth or breach of any Company representation or warranty herein set forth), failure, non-performance or non-compliance by the Company with respect to its obligations under this Service Contract to the extent not attributable to any Uncontrollable Circumstance, and which materially and adversely affects the City's rights, obligations or ability or costs to perform under this Service Contract. "Construction Date" means the date, following satisfaction of the Construction Date Conditions by the Company, upon which the Company shall have the right to proceed with the physical construction of the Biosolids Processing Facility Capital Improvements, as determined in accordance with Section 10.2. "Construction Date Conditions" means the preconditions for the establishment of the Construction Date set forth in subsection 10.2. "Construction Plan" means the Company's plan for the performance of the construction portion Z of the Biosolids Processing Facility Capital Improvements, as applicable, to be developed in accordance with the requirements set forth in Appendix 5 — Construction Requirements. "Consumables" means those materials, supplies and similar consumables used in connection with the operation and management of the Managed Assets, used in connection with the Management Services. "Consumer Price Index" or "CPI" means the annual value in a given calendar year for the Not Seasonally Adjusted Consumer Price Index for all Urban Consumers, All Items, Dallas -Ft. Worth -Arlington, TX, as reported by the U.S. Department of Labor, Bureau of Labor Statistics. The City of Ft. Worth Service Contract Biosolids Processing Facility Article I - Definitions and lnteroretation "Contract Administration Memorandum" means the principal formal tool for the administration of routine matters arising under this Service Contract between the parties "Contract Date" means the date this Service Contract is fully executed by the parties. "Contract Representative" means the individual specified in writing by the City or Company, respectively, as the representative of the Company for purposes of this Service Contract. "Contract Services" means the Management Services and the Design -Build Work. "Contract Standards" means the standards, terms, conditions, methods, techniques, and practices imposed or required by: (1) Applicable Law as amended; (2) the Technical Specifications; (3) the Performance Guarantees; (4) Prudent Engineering and Construction Practice; (5) Prudent Industry Practice; (6) the Construction Plan; (7) the Design -Build Quality Management Plan; (8) the Operation and Maintenance Plan; (9) applicable equipment manufacturers' specifications; and (10) any other standard, term, condition or requirement specifically provided in this Service Contract to be observed by the Company. "Contract Year" means the City's fiscal year commencing on October 1 in any year and ending on September 30 of the following year; provided, however, that the first Contract Year of the Management Period shall commence on the Commencement Date and shall end on the following September 30, and the last Contract Year shall commence on October 1 prior to the date this Service Contract expires or is terminated, whichever is appropriate, and shall end on the last day of the Term or the effective date of any termination, whichever is appropriate. Any computation made on the basis of a Contract Year shall be adjusted on a pro rata basis to take into account any Contract Year of less than 365 or 366 days, whichever is applicable. "Convenience Termination" means any termination of this Service Contract as described by Section 15.4 and 15.5. "Corrective Action" means actions or improvements to the Company's processes or procedures to eliminate the cause of noncompliance with Contract Standards. "Cost Substantiation" means the process of providing evidence of actual costs in accordance with Section 18.9. "CPI Adjustment Factor" means the adjustment factor for the annual adjustment of the Service Fee and any other amounts specified in this Service Contract as subject to adjustment by the CPI Adjustment Factor, as calculated in accordance with Article IX, Subsection 9.3(C). "Deliverable Material" means all documents, reports, studies, surveys, computer programs, warranties, manuals, submittals, licenses and other documents and materials required to be delivered by the Company to the City under this Service Contract. "Design and Construction Requirement Change" means a change in the Design and Construction Requirements made by a Change Order. "Design and Construction Requirements" means those portions of the Technical Specifications designated as the "Design and Construction Requirements" in Appendix 4 and 5. "Design -Build Manager" means the individual designated by the Company to be primarily responsible for the design or construction of the Biosolids Processing Facility Capital Improvements, who shall be present at the Site on a full-time basis when the Company or any Subcontractor is performingthe Design -Build Work. "Design Build Notice to Proceed" means a written notice given by the City pursuant to Section 10.1. The City of Ft. Worth Service Contract Biosolids Processing Facility Article I - Definitions and Interpretation "Design -Build Period" means the period from and including the date the Design -Build Notice to Proceed is issued through the achievement of Final Completion. "Design -Build Price" means the Fixed Design -Build Price and any Fixed Design -Build Price Adjustments. "Design -Build Quality Management Plan" means the Company's plan for quality assurance and quality control in implementing the Design -Build Work to be developed in accordance with the requirements set forth in Appendix 7. "Design -Build Work" means everything required to be furnished and done for and relating to the design, construction and Acceptance of the Biosolids Processing Facility Capital Improvements by the Company pursuant to this Service Contract. "Design -Build Work Performance Bond" means the performance bond to be provided by the Company, as security for the performance of the construction portion of the Design -Build Work, in accordance with Section 17.2. "Differing Site Conditions" means concealed or latent physical conditions or subsurface conditions at the Sites that materially differ from the geotechnical conditions reasonably anticipated by the data and information set forth in the RFP reference documents. "Emergency Response and Disaster Recovery Plan" means the plan to be prepared by the Company in accordance with Appendix 10 — Operation and Maintenance, for responding to emergency conditions affecting the Managed Assets. "Encumbrance" means any Lien, lease, mortgage, security interest, charge, judgment, judicial award, stop -notice, attachment or encumbrance of any kind with respect to the Managed Assets. "Engineer -of -Record" means the professional engineer licensed in the State in good standing who is designated by the Company and acceptable to the City, in its reasonable discretion, and is responsible for the preparation, signing, dating, sealing and issuing of the engineering documents relating to the Design -Build Work. "Environmental Management System" — May be referred to as "EMS" or "Biosolids "EMS" and means the third party certified EMS program that adheres to the standards established by the National Biosolids Partnership (NBP). "EPA" means the united States Environmental Protection Agency and any successor agency. "Event of Default" means, with respect to the Company, those items specified in Section 15.2 and with respect to the City, those items specified in Section 15 .3. "Exit Test Procedures and Standards" means the test procedures and standards regarding the Managed Assets to be conducted by the Company prior to termination or expiration of this Service Contract in accordance with Section 15.9. "Extension Period" means the period commencing on the day after the Scheduled Acceptance Date and ending 120 days (or such longer period as may be granted by Change Order) following the Scheduled Acceptance Date. "Feedstock" means the Residuals conveyed from the Village Creek Water Reclamation Facility to the Site. The City of Ft. Worth Service Contract Biosolids Processing Facility _ Article I - Definitions and Interpretation "Fees and Costs" means reasonable fees and expenses of employees, attorneys, architects, engineers, expert witnesses, contractors, consultants and other persons, and costs of transcripts, printing of briefs and records on appeal, copying and other reimbursed expenses, and expenses reasonably incurred in connection with investigating, preparing for, defending or otherwise appropriately responding to any Legal Proceeding. "Final Completion" means completion of all Design -Build Work by the Company, including satisfaction of the specific requirements set forth in Article X, Section 10.21. "Final Punch List" means the statement of repairs, corrections and adjustments of the Design -Build Work to be completed by the Company as a condition of achieving Final Completion, subject to the requirements set forth in Article X. "Fixed Design -Build Price" means the amount which shall be payable to the Company in accordance with and subject to the terms and conditions set forth in Article XII. "Fixed Design -Build Price Adjustments" means the adjustments to the Fixed Design -Build Price provided for in Article XII, Subsection 12.1(C). "Governmental Approvals" means all orders of approval, permits, licenses, authorizations, consents, certifications, exemptions, registrations, rulings, entitlements and approvals issued by a Governmental Body of whatever kind and however described which are required under Applicable Law to be obtained or maintained by any person with respect to the Managed Assets or the Contract Services. "Governmental Body" means any federal, State, regional or local legislative, executive, judicial or other governmental board, agency, authority, commission, administration, court or other body, or any official thereof having jurisdiction. "Hazardous Material" means any waste, substance, object or material deemed hazardous under Applicable Law. "Hazardous Materials Protocol" means the protocol relating to Hazardous Materials set forth in Appendix 10. "Independent Evaluator" means a qualified independent evaluator or firm with demonstrated skill and experience in the evaluation of utility property similar to the Managed Assets, not otherwise associated with the transactions contemplated hereby, selected with the mutual consent of the parties for the purpose of evaluating and determining the condition of the Managed Assets in accordance with Sections 8.3 and 15.6. "Initial Term" The initial term of this Service Contract shall commence on the Commencement Date and continue in effect for 10 years following the Acceptance Date, in accordance with Section 3.1. The operations period prior to Acceptance will be contained within this Initial Term. "Labor and Materials Bond" means the labor and materials payment bond to be provided by the Company, as security for the Company's payment obligations in connection with the performance of the Design - Build Work, in accordance with Section 17.2. "Legal Proceeding" means every action, suit, litigation, arbitration, administrative proceeding, and other legal or equitable proceeding related to this Service Contract. "Lien" means any and every lien against the Managed Assets or against any monies due or to become due from the City to the Company under this Service Contract, for or on account of the Contract Services, including mechanics', materialmen's, laborers' and lenders' liens. The City of Ft. Worth Service Contract Biosolids Processing Facility Article I - Definitions and Interpretation "Lass -and -Expense" means and is limited to any and all actual losses, liabilities, forfeitures, obligations, damages, fines, penalties, judgments, deposits, Taxes and Fees, charges, costs or expenses, including all Fees and Costs, except as explicitly excluded or limited under any provision of this Service Contract, relating to third party claims for which the Company is obligated to indemnify the City Indemnitees pursuant to this Service Contract. "Major Maintenance, Repair and Replacement" means any renewal, repair or replacement of the machinery, equipment, structures or improvements constituting a part of the Managed Assets and having a cost (excluding overhead, profit and all costs associated with the labor of the Company or any of its Affiliates,) equal to or greater than $25,000, as adjusted annually from the Contract Date by the CPI Adjustment Factor. "Managed Asset Equipment" means all manufactured equipment, property or assets, whether or not constituting personal property or fixtures, other than Managed Asset Structures, constituting part of the Managed Assets. "Managed Assets" means the Biosolids Processing Facility and the Sites shall include the Biosolids Processing Facility Capital Improvements and all Capital Modifications, both when under construction and after being placed in service. "Managed Asset Structures" means all structures, buildings, roofing systems, concrete tanks and metal tanks, tank covers and above- and below -ground pipes constituting part of the Managed Assets. "Management Period" means the period from and including the Commencement Date to and including the last day of the Term. "Management Services" means everything required to be furnished and done for and relating to the operation and management of the Managed Assets by the Company pursuant to this Service Contract during Management Period. "Management Services Performance Bond" means the performance bond to be provided by the Company as a Commencement Date Condition, as described in and maintained pursuant to Section 17.2. "MRR Costs Charge" means payments to the Company for Major Maintenance, Repair and Replacement. See Article IX, Subsection 9.4 "Non -Compliant Feedstock" means: (1) Feedstock containing Toxic Substances or Hazardous Material, or (2) Feedstock containing PCBs exceeding US EPA Final PCB Ban Rule, or (3) Digested solids containing metals concentrations that cause biosolids to exceed Tables 1 and 3 in 40 CPR Part 503.13 and 30 TAC Chapter 312.43, or (4) Feedstock that is not anaerobically digested for a minimum hydraulic retention time (HRT) of 12 days at a temperature of 35°C, or (5) Feedstock that contains 5% or more by weight of FOG (fats, oils and grease), or (6) Feedstock that contains grit with 5% or more of grit particles that are 105 microns or larger (after grit facility becomes fully operational with the construction of the south influent lift station), or (7) Feedstock that contains 25% or more fiber content (+150 mesh) by weight, or (S) Prior to completion of Village Creek's thickening project, Feedstock that has an average percent solids value of 1.5% or less for the calendar month, or (9) After thickening project completion, Feedstock that has an average percent solids content of less than 2.5% for the calendar month or any Feedstock with percent solids less than a minimum of 2.0%, or The City of Ft. Worth Service Contract Biosolids Processing Facility Article I - Definitions and Interpretation 10. (10) Except as set forth in the immediately preceding bullet, Feedstock that is processed, handled or treated in a significantly different manner as processed, handled and treated as of the Effective Date which results in Feedstock that adversely impacts Company's performance of this Service Contract. "Odor Control Plan' means the plan to be prepared by the Company in accordance with Appendix "Odor Control Standards" means the standards pertaining to odor control at the Managed Assets described in Appendix 3. "Odor Guarantee" means the Company's guarantee of performance set forth in Section 7.3. "Odor Incident" means a notice of violation issued by TCEQ or EPA related to nuisance violations as defined in Title 30 of the Texas Administrative Code (TAC), Chapter 101.4 which results in a notice of violation or an enforcement action. "Operating Charge" means the portion of the Service Fee that represents the Company's base compensation for the performance of the Management Services, excluding the performance of Major Maintenance, Repair and Replacement. "Operation and Maintenance Plan" means the plan to be prepared by the Company in accordance with Appendix 10 describing the activities for all aspects of the performance of the Management Services, including operation, maintenance, management, odor control, Residuals management, safety, security, reporting and the efficient operation and optimum performance of the Managed Assets. "Overdue Rate" means the maximum rate of interest permitted by the Texas Prompt Payment Act, Texas Government Code 2251. "Performance Guarantees" means the guarantees of performance made by the Company specifically set forth in Appendix 3. "Performance Credits" means the credit owed to the City by the Company for the costs and expenses associated with the Company's failure to meet its Performance Guarantees as specified in Appendix 3, Section 3.9, but which are not intended to recoup all damages that the City is likely to suffer in the event that one or more failures to meet Performance Guarantee(s) results in a Company Event of Default. "Prime Rate" means the prime rate as published in The Wall Street Journal, or a mutually agreeable alternative source of the prime rate if it is no longer published in The Wall Street Journal or the method of computation thereof is substantially modified. "Prudent Engineering and Construction Practice" means those methods, techniques, standards and practices which, at the time they are to be employed and in light of the circumstances known or reasonably believed to exist at such time, are generally recognized and accepted as prudent design, engineering„ equipping, installation, construction, commissioning and testing practices for the design, construction and improvement of capital assets in the biosolids handling industry as followed or prescribed in the State. "Prudent Industry Practice" means those methods, techniques, standards and practices which, at the time they are to be employed and in light of the circumstances known or reasonably believed to exist at such time, are generally recognized and accepted' as prudent operation, maintenance, repair, replacement and management practices in the biosolids handling industry as observed in the United States. 10 The City of Ft. Worth Service Contract Biosolids Processing Facility Article I - Definitions and Interpretation "Rating Service" means Moody's Investors Service, Inc., Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., or Fitch Ratings, or any of their respective successors and assigns and, if such corporations shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, "Rating Service" shall be deemed to refer to any other nationally recognized securities rating agency designated by the City. "Regulated Site Condition" means, and is limited to, (1) surface or subsurface structures, materials or conditions having historical, archaeological or similar significance; (2) the presence or habitat of a species that is classified under Applicable Law as endangered, rare, threatened, of special concern, or similarly subject to the protections of Applicable Law; (3) the presence anywhere in, on or under the Sites on the Contract Date of wells, dry wells or underground storage tanks for the storage of chemicals, petroleum products or Regulated Substances (in each of items (1), (2) and (3), however, only to the extent not disclosed to the Company as of the Contract Date), and (4) the presence of Regulated Substances in environmental media anywhere in, on or under the Sites (including presence in surface water, groundwater, soils or subsurface strata), whether or not disclosed to the Company. "Regulated Substance" means (1) any oil, petroleum or petroleum product and (2) any pollutant, contaminant, hazardous substance, Hazardous Material, toxic substance, toxic pollutant, solid waste, municipal waste, industrial waste or hazardous waste that is defined as such by, and is subject to regulation under, any Applicable Law. "Renewal Terms" means two additional terms of five years each following the Initial Term, if this Service Contract is renewed at the option of the City, as provided in Section 3.2. "Required Design -Build Period Insurance" means the Design -Build Period insurance required to be provided by the Company in accordance with Section 16.1. "Required Management Period Insurance" means the Management Period insurance required to be provided by the Company in accordance with Section 16.1. "Requisition" means a written submission by the Company on the form of requisition as agreed to by the parties, requesting progress payments or final payment with respect to the Design -Build Price, as applicable, together with all supporting documentation required by Article XII, respectively. "Residuals" means Biosolids and the constituents it may contain, such as grit and debris. "Residuals Management Guarantee" means the Company's guarantee of performance set forth in Section 7.4 "Response Action" means any action taken in the investigation, removal, confinement, remediation or cleanup of a release of any Regulated Substance. "Response Actions" include any action which constitutes a "removal", "response", or "remedial action" as defined by Section 101 of CERCLA. "Return Flow" means the centrate/filtrate generated by the operation of the Managed Assets combined with stormwater pumped to the Village Creek Water Reclamation Facility, which shall meet the guarantee requirements set forth Appendix 3. "Return Flow Guarantee" means the Company's guarantee of performance set forth in Section 7.2. "Rev. Proc. 97-13" has the meaning set forth in subsection 9.11(Payments to the Company). "Scheduled Acceptance Date" means thirty (30) months after the Design -Build Notice to Proceed, as the same may be adjusted by Change Order in accordance with this Service Contract. 11 The City of Ft. Worth Service Contract Biosolids Processing Facility Article I - Definitions and Interpretation "Security Instruments" means the Design -Build Work Performance Bond, Labor & Materials Payment Bond and Management Services Performance Bond. "Senior Supervisors" means the corporate officials of the Company with direct, senior supervisory responsibility for the performance of this Service Contract, as identified in accordance with subsection 18.5(A). "Service Contract" means this Service Contract for Design, Permitting, Construction, Operation, Maintenance, Repair and Improvement Services to the City of Fort Worth's Biosolids Processing Facility, including the Appendices, and any properly executed amendments to these documents. "Service Fee" means the annual service fee payable by the City to the Company, from and after the Commencement Date, as compensation for the performance by the Company of the Management Services under this Service Contract, in accordance with and subject to the terms and conditions set forth in Article IX. "Sites" means the Biosolids Processing Facility Site and the Capital Improvement Sites. "Small Scale Capital Modification" means a Capital Modification requested by the Company, and not required as a result of Uncontrollable Circumstances or directed by the City, that has a cost of less than $25,000. "Specified Subsurface Managed Asset Condition" means any latent or patent defect, flaw, error, inoperability, inadequacy or other condition or aspect of the design or existing condition of the Subsurface Managed Assets to the extent not disclosed to the Company prior to the Contract Date. "State" means the State of Texas. "Subcontract" means an agreement or purchase order by the Company'or a Subcontractor, as applicable, entered into in connection with the performance of the Contract Services. "Subcontractor" means every person (other than employees of the Company) employed or engaged by the Company (including all subcontractors and every sub -subcontractor of whatever tier) for any portion of the Contract Services, whether for the furnishing of labor, materials, equipment, supplies, services, or otherwise. "Substantial Completion" means substantial completion of the Design -Build Work by the Company 'in accordance with Article X, Section 10.19. "Subsurface Managed Assets" means the below ground pipelines and conduits located at the Sites. "Taxes and Fees" means any tax, fee, levy, duty, impost, charge, surcharge, assessment or withholding, or any payment -in -lieu thereof, and any related interest, fine, penalty or addition to any tax or fee. "Technical Specifications" means the Technical Specifications set forth or referenced in Appendix 4, which is comprised of the Design and Construction Requirements. "Term" means collectively the Initial Term and any Renewal Term. "Termination Date" means the last day of the Term. "Toxic Substance" means any toxic, hazardous, chemical, industrial, explosive, flammable, volatile, reactive, corrosive or radioactive waste, material or substance (including Regulated Substances) which, alone or in combination with other substances, is contained in sufficiently high concentrations or volumes so as: (1) to cause a material and adverse effect on the operation of the Managed Assets and the performance of the Management Services (including any substance or combination of substances 12 The City of Ft. Worth Service Contract Siosolids Procsssine Facility Article I -Definitions and Interpretation contained in the Feedstock in a sufficiently high concentration so as to interfere with the biological or other processes necessary for the removal of the organic and chemical contents of the Residuals and Return Flows required to meet the Performance Guarantees); (2) to endanger human health or safety; or (3) to cause Return Flows or Residuals to become a Hazardous Material , if any such result could not reasonably have been prevented by the management of the Managed Assets in accordance with the Contract Standards. "Transaction Form" means any of the Transaction Forms appended to this Service Contract. "Transferred Property" means all vehicles, rolling stock, spare parts, hand tools, furniture and fixtures, computers and communications equipment and Consumables in stock at the Managed Assets and having operational utility which are to be transferred to the Company on the Commencement Date for its use, as further described in Appendix 2. "Transition Period" means the period from the Contract Date to and including the day preceding the Commencement Date, during which the parties will carry out their transition obligations under Article IV (Transition Period). "Transition Period Schedule" means the schedule of Transition Period activities included as part of Appendix 2. "Transition Plan" means the plan for the transition of operating responsibility for the Managed Assets from the City to the Company to be developed pursuant to Article IV in accordance with Appendix 2. "TSS" or "Total Suspended Solids" means solids that either float on the surface of, or are in suspension in wastewater, the analysis of which shall conform to 40 C.F.R. § 136, "Guidelines Establishing Test Procedures for the Analysis of Pollutants." "Uncontrollable Circumstance" means any act, event or condition that (1) is beyond the reasonable control of the party relying on it as justification for not performing an obligation or complying with any condition required of such party under this Service Contract and (2) individually, or together with all prior acts, events and conditions, materially: expands the scope of, interferes with, delays, or increases the cost of performing the party's obligations under this Service Contract, to the extent that such act(s), event(s) or condition(s) is not the result of the intentional or negligent act, error or omission, failure to exercise reasonable diligence, or breach of this Service Contract on the part of the party claiming the occurrence of an Uncontrollable Circumstance. (1) inclusions. Subject to the foregoing, Uncontrollable Circumstances shall include, and shall not be limited to, the following: (a) a Change in Law or regulatory requirements; (b) an Upset or the receipt of Non -Compliant Feedstock to the extent provided in Section 7.4; (c) the existence of a Regulated Site Condition or a Differing Site Condition, each to the extent provided in Sections 10.4 (Surface and Subsurface Geotechnical Conditions) (d) the existence of a Specified Subsurface Managed Asset Condition; 13 The City of Ft. Worth Service Contract Siosolids Processing Facility Article I - Definitions and Interpretation (e) contamination of the Sites from groundwater, soil or airborne Regulated Substances migrating from sources outside the Sites to the extent not caused by Company Fault; (f) naturally occurring events (except weather conditions that should in the exercise of reasonable care be expected at the Sites based on historical weather records) such as landslides, underground movement, earthquakes, lightning, fires, tornadoes, hurricanes, floods, epidemics, and other acts of God, subject to the limitations set forth in subsection 16.2 (E ); (g) explosion, terrorism, sabotage or similar occurrence, acts of a declared public enemy, extortion, war, blockade or insurrection, riot or civil disturbance, except as provided in the exclusions to this definition with respect to acts, events or circumstances occurring outside of the United States; (h) labor disputes, except labor disputes involving only employees of the Company, its Affiliates; or Subcontractors; 0) the failure of any appropriate Governmental Body or private utility having operational jurisdiction in the area in which the Managed Assets are located to provide and maintain Utilities to the Managed Assets which are required for the performance of this Service Contract; Q) the preemption, confiscation, diversion or destruction of materials or services by a Governmental Body in connection with a public emergency or any condemnation or other taking by eminent domain of any material portion of the Managed Assets; (k) with respect to the Company, any City Fault; or (I) with respect to the City, any Company Fault. (4) Exclusions. It is specifically understood that, without limitation, none of the following acts, events or circumstances shall constitute Uncontrollable Circumstances: (a) any act, event or circumstance with respect to which the Company has assumed the "as -is" risk under Section 6.4; (b) any act, event or circumstance that would not have occurred if the affected party had complied with its obligations hereunder; (c) changes in interest rates, inflation rates, wage rates, insurance costs, commodity prices, currency values, exchange rates or other economic conditions; (d) with respect to the City, any changes in the financial condition of the City, and with respect to the Company, any changes in the financial condition of the Company, or its Affiliates or Subcontractors affecting the ability to perform their respective obligations; (e) with respect to the Company, the consequences of error, neglect or omissions by the Company, any Subcontractor, any of their Affiliates or any other person in the performance of the Contract Services; 14 The City of Ft. Worth Service Contract Biosolids Processing Facility Article I - Definitions and Interpretation (f) union or labor work rules, requirements or demands which have the effect of increasing the number of employees employed at the Managed Assets or otherwise increasing the cost to the Company of performing the Contract Services; (g) any impact of prevailing wage or similar laws, customs or practices on the Company's costs; (h) weather conditions that should in the exercise of reasonable care be expected at the Sites based on historical weather records; 0) with respect to the City, power outages caused by City Fault; ; 0) mechanical failure of equipment to the extent not resulting from a condition that is listed in the "Inclusions" section of this definition; (k) with respect to the Company, power outages caused by Company Fault; or (1) failure of the Company to secure any patent or other intellectual property right which is or may be necessary for the performance of the Contract Services; provided, however, that in each case, inclusion of back-up or emergency responses in any plan required under this Service Contract shall not disqualify any act, event or condition from being an Uncontrollable Circumstance. (5) For purposes of this definition and the definition of Change in Law as used in this definition, from and after the Acceptance Date, "materially" shall mean any event or circumstance resulting in an impact to the party seeking relief or redress of not less than $50,000 in any twelve month period -or, together with all prior events or circumstances for which relief or redress has not been granted, $200,000, over the remaining term of this Service Contract; provided, however, that amounts due to the fault of the party seeking relief or redress (either Company Fault or City Fault) shall not be included in calculating whether such event or circumstance has resulted in a material impact. "Unilateral Change Directive" means a written order, prepared and signed by an authorized representative of the City and approved by the City Manager directing a Design and Construction Requirement Change pursuant to Section 10.8. "Upset" means an exceptional incident in which there is unintentional and temporary noncompliance with Performance Guarantees because of factors beyond the reasonable control of the permittee. "Utilities" means any and all utility services and installations whatsoever (including gas, water, electricity, telephone, internet, cable and any other telecommunications), and all piping, wiring, conduits, and other fixtures of every kind whatsoever related thereto or used in connection therewith. "Vector Attraction" means the characteristic of sewage sludge that attracts rodents, flies, mosquitos, or other organisms capable of transporting infections agents. "Village Creek Water Reclamation Facility" (VCWRF) — Wastewater treatment plant owned and operated by the City of Fort Worth for the purposes of treating municipal wastewater. provision hereof: SECTION 1.2. INTERPRETATION. In this Service Contract notwithstanding any other 15 The City of Ft. Worth Service Contract Biosolids Processing Facility Article I - Definitions_ and Interpretation (B) Headings. The table of contents and any headings preceding the text of the Articles, Sections and subsections of this Service Contract shall be solely for convenience of reference and shall not affect its meaning, construction or effect. (C) Entire Agreement. This Service Contract and all appendices and attachments shall be the entire agreement between the parties hereto with respect to the transactions contemplated by this Service Contract. This Service Contract and all appendices and attachments shall completely and fully supersede all other understandings and agreements among the parties with respect to such transaction. (D) Technical Specifications. The Technical Specifications are intended to include the basic design principles, concepts and requirements for the Design -Build Work but do not include the final, detailed design, plans, drawings or specifications or indicate or describe each and every item required for full performance or for achieving Acceptance or the Biosolids Performance Standards. The Company agrees to prepare all necessary complete and detailed designs, plans, drawings and specifications and to furnish and perform all Design -Build Work in conformity with the Technical Specifications. The Company further agrees that it shall not have the right to bring any claim whatsoever against the City or any of its consultants or subcontractors, arising out of any technical memoranda, design drawings, specifications or design and construction requirements included in the RFP or made available during the procurement process. (E) Standards of Workmanship and Materials. Any materials, equipment, systems or supplies shall be furnished in accordance with the grades and standards indicated in this Service Contract or where no explicit quality or standard, new materials of a quality consistent with those specified elsewhere in this Service Contract. (F) Technical Standards and Codes. All references in this Service Contract to professional and technical standards, codes and specifications are to the most recently published professional and technical standards, codes and specifications of the institute, organization, association, authority or society specified, all as in effect as of the Contract Date. (G) Performance Credits. This Service Contract provides for the City to recoup the costs and expenses associated with the Company's failure to meet its Performance Guarantees as specified in Appendix 3 in order to avoid a formal damages dispute through the payment of a Performance Credit. The parties acknowledge and agree that the additional remedies specifically provided for in this Service Contract for an Event of Default, including an Event of Default arising as a result of exceeding the Performance Credit levels set forth in Article XV, are intended to address harms and damages which are separate and distinct from those instances for which the payment of or creation of Performance Credits are meant to remedy. (H) Prudent Industry Practice and Prudent Engineering and Construction_ Practice. Prudent Industry Practice and Prudent Engineering and Construction Practice shall be utilized hereunder, among other things, to implement, and in no event displace or lessen the stringency of, the Contract Standards. (1) Severability. if any clause, provision, subsection, Section or Article of this Service Contract shall be ruled invalid by any court of competent jurisdiction, the invalidity of such clause, provision, subsection, Section or Article shall not affect any of the remaining provisions hereof, and this Service Contract shall be construed and enforced as if such invalid portion did not exist. (J) Drafting Responsibility. Neither party shall be held to a higher standard than the other party in the interpretation or enforcement of this Service Contract based on drafting responsibility. (K) No Third -Party Rights. This Service Contract is exclusively for the benefit of the City and the Company and shall not provide any third parties (with the exception of any City Indemnitee to the extent provided in Section 16.3 (Indemnification)) with any remedy, claim, liability, reimbursement, cause of action, or other rights. 16 The City of Ft. Worth Service Contract Siosolids Processing Facility Article I - Definitionsand Interpretation (L) References to Days. All references to days herein are references to calendar days. (M) Counterparts. This Service Contract may be executed in any number of original counterparts. All such counterparts shall constitute but one and the same Service Contract. (N) Governing Law. This Service Contract shall be governed by and construed in accordance with the applicable laws of the State of Texas. (0) Defined Terms. The definitions set forth in Section 1.1 (Definitions) shall control in the event of any conflict with the definitions used in the recitals hereto. (0) General v Specific. Where two provisions of this Service Contract address the same matter, the more specific will take precedence over the more general. 17 The City of Ft. Worth Service Contract Biosolids Processing Facility Article II - Representations and Warranties ARTICLE Il REPRESENTATIONS AND WARRANTIES SECTION 2.3. REPRESENTATIONS AND WARRANTIES OF THE CITY. The City represents and warrants that: (P) Existence and Powers. The City is a political subdivision of the State, organized and existing under and by virtue of the laws of the State, with full legal right, power and authority to enter into and to perform its obligations under this Service Contract. (Q) Due Authorization and Binding Obligation. This Service Contract has been duly authorized, executed and delivered by all necessary action of the City and constitutes a legal, valid and binding obligation of the City, enforceable against the City in accordance with its terms. SECTION 2.4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and warrants that: (R) Existence and Powers. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas and has the authority to do business in the State and in any other state in which it conducts its activities, with the full legal right, power and authority to enter into and perform its obligations under this Service Contract. (S) Due Authorization and Binding Obligation. This Service Contract has been duly authorized, executed and delivered by all necessary corporate action of the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that its enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights from time to time in effect and by equitable principles of general application. (T) No Conflict. To the best of its knowledge after due inquiry, neither the execution and delivery by the Company of this Service Contract nor the performance by the Company of its obligations in connection with the transactions contemplated hereby or the fulfillment by the Company of the terms or conditions hereof: (1) conflicts with, violates or results in a breach of any constitution, law or governmental regulation applicable to the Company; or (2) conflicts with, violates or results in a breach of any order, judgment or decree, or any organizational document of the Company, or any contract, agreement or instrument to which the Company is a party or by which the Company or any of its properties or assets are bound, or constitutes a default under any of the foregoing. (U) No Litigation. Except as disclosed in writing to the City, there is no Legal Proceeding, at law or in equity, before or by any court or Governmental Body pending or, to the best of the Company's knowledge in which an unfavorable decision, ruling or finding could reasonably be expected to have a material and adverse effect on the execution and delivery of this Service Contract by the Company. (V) Applicable Law Corn liance. Except as disclosed in writing to the City, to the best of its knowledge after due inquiry, neither the Company, nor any Affiliate is not in Material violation of any law, order, rule or regulation, the violation of which may have a material and adverse effect on the ability of the Company to perform its obligations. (W) Patents and Licenses. The Company owns, or is expressly authorized to use under patent rights, licenses, franchises, trademarks or copyrights, the technology necessary for the Capital Improvements without any known material conflict with the rights of others. The Company further represents and warrants that all such patent rights, licenses, franchises, trademarks or copyrights, and the technology necessary for the 18 The City of Ft. Worth Service Contract Biosolids Processing_Facility Article II - Representations and Warranties performance of the Contract Services, are or will be readily transferable to the City in the event of any termination or expiration of this Service Contract. (X) Information Supplied by the Company. The information supplied and representations and warranties made by the Company are true, correct and complete in all material respects. 19 The City of Ft. Worth Service Contract Biosolids Processing Facility Article III -Term ARTICLE III TERM SECTION 3.1 EFFECTIVE DATE AND INITIAL TERM. This Service Contract shall become effective on the Contract Date and shall continue in effect for ten years following the Acceptance Date of the Biosolids Processing Facility Capital Improvements unless earlier terminated pursuant to the termination provisions of Article XIV. The City shall have no obligation to make Service Fee payments to the Company prior to the Commencement Date, though monthly payments for design and permitting work is acceptable. At the end of the Term, all obligations of the parties hereunder shall terminate, except as provided in Sections 15.9 (Obligations of the Company Upon Termination or Expiration) and 15.10 (Survival of Certain Provisions Upon Termination). SECTION 3.2 CITY RENEWAL OPTION. This Service Contract may be renewed and extended for two additional periods of five years each at the sole option of the City, with the same terms and condition or new terms conditions negotiated by the City and the Company by amendment to this Service Contract. The City shall provide written notice to Company 120 days prior notice expiration of the Initial Term, of its intent whether or not to exercise its renewal option. During each Renewal Term, the City shall have the right in its sole discretion to terminate this Service Contract for its convenience in accordance with subsection. 15.4. 20 The City of Ft. Worth Service Contract Biosolids Processing Facility Article IV Commencement of the Design -Build Work and the Management Services ARTICLE IV COMMENCEMENT OF THE DESIGN --BUILD WORK AND THE MANAGEMENT SERVICES SECTION 4.1 SEQUENCING OF WORK GENERALLY. As soon as possible after the Contract Date, the City shall give the Company the Design Build Notice to Proceed for the commencement of the Design -Build Work, to include any further investigations as part of the transition period at the Capital Improvement Sites in accordance with subsection 10.3(C). The execution of this Service Contract shall be deemed to constitute the granting_to the Company of a right of access to the Managed Assets and the Capital Improvement Sites for such purposes, though such access shall not interfere with on -going operation and maintenance activities by the current Contractor. Upon Satisfaction of all Construction Date Conditions as set forth in Section 10.2, the City shall issue a notice to the Company establishing the Construction Date, at which point the Company may proceed with construction, as most specifically set forth in Article X. SECTION 4.2 TRANSITION PERIOD. The Transition Period shall begin on the Contract Date. The primary purpose of the Transition Period is to enable the parties to implement the plan to provide for a smooth and orderly transition of operation, maintenance and management of the Managed Assets from the existing Contactor to the Company on April 1, 2020. As indicated in Section 6.4, the Company shall perform all due diligence necessary to commence the performance of the Management Services in accordance with this Service Contract prior to the Contract Date. SECTION-4.3 COMPANY TRANSITION PERIOD RESPONSIBILITIES. (A) Obligation to Proceed. The Company shall satisfy the following Transition Period responsibilities prior to the Commencement Date: (1) Implementation of the Transition Plan. The Company shall carry out all of its responsibilities under the Transition Plan set forth in Appendix 2 to ensure the orderly transfer of management responsibility for the Managed Assets from the City (or the City's existing contractor) to the Company and shall provide all management, technical, administrative, labor relations and other personnel necessary in connection therewith; (2) Plans for the Performance of the Contract Services. The Company shall prepare, finalize and provide to the City the plans required pursuant to Appendix 10 (Operation and Maintenance) for the performance of the Contract Services to the extent such plans are preconditions of the Commencement Date. (3) Governmental Approvals. The Company shall submit complete applications and take all other steps which are necessary under Applicable Law to obtain all Governmental Approvals required to be obtained by the Company to commence the performance of the Management Services, or certify to the City that no such Governmental Approvals are required; (4) Management Services Performance Bond. The Company shall obtain and deliver to the City a Management Services Performance Bond, as required by.subsection 17.2(B) (Management Services Performance Bond); (5) Contact Information. The Company shall submit to the City the contact information specified in Section 6.5; (6) Required Management Period Insurance. The Company shall submit to the City certificates of insurance naming the City as an "additional insured" for all Required Management Period Insurance specified in Section 16.1(Insurance); 21 The City of Ft. Worth Service Contract Biosolids Processing Facility Article IV —Commencement ofthe Design Build Work and Management Services (7) Financial Condition. The Company shall provide financial statements of the Company for the most recently completed fiscal year and quarterly period. Since the Contract Date, there shall not have occurred any change, financial or otherwise, in the condition of the Company that would materially and adversely affect the ability of the Company to perform its obligations under this Agreement; (B) Applicable Law Compliance. The Company shall comply with all requirements of Applicable Law in performing its obligations during the Transition Period. (C) Access to Managed Assets during Transition Period. The execution of this Service Contract shall be deemed to constitute the granting to the Company of a right of access to the Managed Assets for the purposes of (1) carrying out its responsibilities pursuant to the Transition Plan, and (2) performing all necessary on -site activities pursuant to this Section, provided these activities do not interfere with the operation and maintenance of the facilities by the existing contractor. Such right of access shall be subject to the City's prior approval, which shall not be unreasonably withheld as to time and scope and shall be exercised in a manner consistent with the performance obligations of the City. SECTION 4.4 CITY TRANSITION PERIOD RESPONSIBILITIES. The City shall use reasonable efforts to satisfy the following City responsibilities which shall be a condition precedent to the occurrence of the Commencement Date: (A) Governmental Approvals. The City, subject to the limitations set forth in subsection 10.9(F), shall cooperate with and assist the Company in obtaining any Governmental Approvals required to be obtained by the Company pursuant to Section 4.3; (B) Operation of the Biosolids Processing Facility. The City shall operate and maintain or ensure that any existing City contractor operates and maintains the Biosolids Processing Facility prior to the Commencement Date in accordance with Prudent Industry Practice and Applicable Law. The expectation is that the existing Contractor will process and dispose of feedstock as well as any stored biosolids through the contract termination date of March 31, 2020. Should stored biosolids from feedstock received prior to the termination date remain after the transition, the Company will be required to dispose of the biosolids in accordance with applicable TCEQ requirements, and will be compensated at the Pre -Acceptance cost per dry ton. In that event, the City will consider releasing the Company, on a case by case basis if requested by the Company in writing, from the Contract requirements that are not met as a result of work of the previous Contractor for which the Company has no control. (Addendum #5, Item 5-10) (C) Transfer of Management Responsibility for the Managed Assets. The City shall prepare for the transfer of possession of and operating responsibility for the Managed Assets to the Company as of the Commencement Date, and shall provide for an orderly transfer of responsibility to the Company in accordance with the Transition Plan and Appendix 2; (D) Representations. The representations of the City set forth in Section 2.1 shall be true and correct in all material respects as of the Commencement Date. (E) Coordination. City shall coordinate contract expiration activities included in the existing contractor's contract (and provided in the data room) with the Company to ensure transfer of knowledge, documentation, and data. SECTION 4.5. EXISTING CITY CONTRACTS. Appendix 2 lists the contracts to which the City is a party, as of the Contract Date, for the provision of goods and services with respect to the Managed Assets. Commencing on the Commencement Date, the Company shall administer and perform the City's obligations under such existing contracts on behalf of the City, including all payment obligations except those which accrued with respect to goods and services provided prior to the Commencement Date. Company shall have the right to exercise, 22 The City of Ft. Worth Service Contract Biosolids Processing Facility Article IV —Commencement of the Design Build Work and Management Services on behalf of the City, all of City's rights under such contracts except for enforcement and termination rights of such contracts. If the Company believes that an enforcement or termination right has been triggered in any such contracts and the Company would like to exercise those rights, the Company must first seek the written approval of the City. Upon the expiration or termination of each such contract, the Company, either directly or by its own subcontract with the previous provider or a new provider, shall be responsible for providing the goods or services which had been provided under the expired or terminated contract to the extent necessary to provide the Contract Services. 23 ARTICLE V RESERVED 24 The City of Ft. Worth Service Contract Biosolids Processing Facility Article AI - Performance ARTICLE VI MANAGEMENTAND OPERATION SECTION 6.1 OWNERSHIP AND USE OF THE MANAGED ASSETS. (A) City Ownership. The Managed Assets are and shall be owned by the City throughout the Term, and the Company shall have no ownership interest therein; provided that title to the Biosolids Processing Facility Capital Improvements shall vest with the City in accordance with subsection 10.1(G). The Company shall perform the Contract Services as an independent contractor and shall not have any legal, equitable, tax beneficial or other ownership or interest in the Managed Assets, the Biosolids Processing Facility Capital Improvements or any Capital Modification. (B) Use. Beginning on the Commencement Date, the Company shall operate, maintain, repair, replace and manage the Managed Assets and design, construct, install, start-up and test the Biosolids Processing Facility Capital Improvements in furtherance of the Contract Services. (C) Administrative Space. The Company shall be responsible for furnishing all Administrative Space for the Biosolids Processing Facility Capital Improvements and the Management Services for the duration of the Term. (D� Vehicles and Rolling Stock. The Company shall provide all rolling stock necessary to perform the Management Services. The Company shall be responsible for obtaining and maintaining licenses and insurance for such vehicles and rolling stock and shall be responsible for all maintenance and repair of the same. (E) Use of Transferred Property. The Company shall have the right at no additional cost to use and consume in the performance of the Contract Services the spare parts and Consumables constituting part of the Transferred Property. (F) Encumbrances. At all times during the Term, the Company shall keep the Managed Assets free from any and all Encumbrances arising out of or in connection with (1) the Contract Services, or (2) any acts, omissions or debts of the Company, its Affiliates and Subcontractors. (G} Company Property. The Company shall have the right to deliver to, station at, and remove from the Managed Assets personal property of the Company for use in connection with the performance of the Contract Services, subject to the obligations of the Company upon the expiration or earlier termination of this Service Contract under subsection 8.4(B). SECTION 6.2 COMPANY OBLIGATIONS GENERALLY. (A) Management and Operation Responsibility. Beginning on the Commencement Date the Company shall operate, manage and maintain the Managed Assets on a 24-hour per day, 7-day per week basis in accordance with Contract Standards. Company shall collect, receive and treat Feedstock to process biosolids accordingto this Service Contract and provide for its beneficial reuse. Company is responsible for collecting and conveying wastewater, including collected stormwater, generated by the Biosolids Processing Facility to the VCWRF, managing the onsite ponds, controlling odors associated with biosolids processing, storage and beneficial reuse, as well as performing grounds maintenance and meeting all environmental performance standards. Company shall also implement a public outreach program and provide support as necessary to maintain third party certification of the City's Biosolids Environmental Management System. Company is responsible for meeting all performance guarantees as described in Section 7 of this Service Contract. 25 The City of Ft. Worth Service Contract Biosolids Processing Facility Article VI -Management And Operation (A) City will release and hold harmless the Company for leaks or other malfunctions of the onsite pond that are related to preexisting conditions as a result of the design or. construction of the onsite pond to the extent the Company did not contribute to such leaks or malfunctions. (C) Transfer and Application of Industry Experience. The Company shall use all reasonable efforts to transfer to and apply at the Managed Assets the benefit of the advances and improvements in technology, management practices and operating efficiencies. SECTION 6.3 CITY OBLIGATIONS GENERALLY. The City, in addition to the obligations it has accepted elsewhere in this Service Contract, shall: (A) Cooperate with the Company in carrying out its Transition Plan responsibilities; (B) Make available to the Company upon request all information relating to the Managed Assets that is in the possession of the City or a City contractor (other than the Company) to the extent the City has the right to obtain and share such information; (C) Grant and assure the Company access to the Managed Assets for the performance of its obligations hereunder, provided the Company does not interfere with ongoing operation and maintenance activities of the existing Contractor during the Transition Period; (D) Make available for the Company's use hereunder all Consumables and spare parts in inventory at the Managed Assets as of the Commencement Date; (E) Comply with Applicable Law with respect to the operation of the Village Creek Water Reclamation Facility (F) Pay when due all amounts payable in accordance with the terms and conditions of this Service Contract; and (G) Notify the Company in writing within seven business days after Village Creek's thickening project is complete and placed into operation. SECTION 6.4 MANAGED ASSETS CONDITION CONFIRMATION. (A) Familiarity with Managed Assets. The Company acknowledges that: (1) the Company's agents and representatives have visited, inspected, observed and are familiar with the Managed Assets (other than the Subsurface Managed Assets), their design, and their physical condition relevant to the obligations of the Company pursuant to this Service Contract, including structural and operating conditions, roads, Utilities, topographical conditions and historical Digested Solids quality conditions; (2) the Company is familiar with all current local conditions that may be material to the Company's performance of its obligations under thisService Contract; (3) the Company has received and reviewed all documents, records and information pertaining to the Managed Assets that it has deemed necessary to receive and review for the purposes of entering into and performing this Service Contract, and, assumes the risk of the incompleteness or inaccuracy of any information provided to it by the City or third parties in the process of entering into this Service Contract; and (4) based on the foregoing, the Managed Assets as of the Contract Date can be managed, operated, maintained, repaired and replaced so as to comply with the Contract Standards. (B) "As -Is" Condition of Managed Assets. Based on its review of the information provided by the City during the RFQ and RFP, its inspections of the Managed Assets, and other inquiries and investigations made by the Company prior to the Contract Date, which the Company acknowledges to be sufficient for this purpose, the Company assumes the risk of the adequacy and sufficiency of the design of the Managed Assets and the existing, "as -is" condition of the Managed Assets as such design or condition may affect the ability of al The City of Ft. Worth Service Contract Biosolids Processing Facility Article VI -Management And Operation the Company to perform the Management Services in accordance with the Contract Standards on the schedule and for the compensation provided for herein. The Company agrees that any latent or patent defect, flaw, error, inoperability, inadequacy or other condition or aspect of the design or existing condition of the Managed Assets that exists as of the Contract Date or that may be revealed during the performance hereof shall not be an Uncontrollable Circumstance, subject to the below. (C) Limitations on the Company's Assumption of "As -Is" Risk; Uncontrollable Circumstances. It is specifically understood that the Company's assumption of the "as -is" risk of the condition of the Managed Assets shall not extend to the following: (1) Regulated Site Conditions and (2) Differing Site Conditions, except to the extent Company has or should have knowledge as a result of the construction of the Biosolids Processing Facility Capital Improvements or the operation of the Managed Assets, (3) Specified Subsurface Managed Asset Conditions as related to the Initial Term and (4) damage and/or degradation of the Managed Assets during the Transition Period, which, in each case, shall be handled as an Uncontrollable Circumstance. SECTION 6.5 SERVICE COORDINATION AND CONTRACT ADMINISTRATION. (A) Facility Superintendent. The Company shall appoint a fully qualified Facility Superintendent. Any substitution or replacement of the Superintendent position shall require an individual with similar experience and qualifications from the individual identified as part of the Company's Proposal. The Company shall request in writing approval from the City of any subsequently appointed Facility Superintendent, which the City shall not subsequently withhold, provided the experience and qualifications are satisfactory. (B) Communications and _Meetings. The Company shall inform the City of the telephone, cellular telephone, e-mail addresses and other means by which the Facility Superintendent, Company's Contract Representative and Senior Supervisors may be contacted. The Facility Superintendent or approved alternative shall be reachable 24 hours a day, seven days a week. The City shall furnish to the Company comparable communications information with respect to the Contract Administrator. Communication between the City and the Company shall be in accordance with the requirements set forth in Appendix 5 "Construction Requirements" and Appendix 10 "Operations and Maintenance". (C) Complaints and Communications. The Company shall respond in a timely and effective manner to all complaints and communications received by the Company or the City regarding the performance of the Contract Services. The Company shall investigate each such complaint and communication and, if it has a valid basis, the Company shall promptly rectify the matter. SECTION 6.6 OPERATION AND MAINTENANCE PLAN. (A) Company Responsibility. The Company shall develop, provide and maintain the Operation and Maintenance Plan in accordance with the Contract Standards and the specific requirements of Appendix 10. The Operation and Maintenance Plan shall address all topics indicated in Appendix 10 in the manner required therein and consistent with the Contract Standards. The City shall have the right to review and comment on the Operation and Maintenance Plan. The Management Services shall be performed substantially in compliance with the Operation and Maintenance Plan. The Company shall keep the Operation and Maintenance Plan current and shall supply the City with appropriate updates. Such updates shall preserve the standards set forth in the initial Operation and Maintenance Plan. (B) Supplements for Biosolids Processing Facility Capital Improvements. The Company shall prepare supplements and revisions to the Operation and Maintenance Plan which are required due to the design, construction and installation of the Biosolids Facility Capital Improvements and all Capital Modifications. The cost and expense of all such supplements and revisions shall be borne by the Company, except with respect to supplements and revisions necessitated by Capital Modifications directed by the City or required by an Uncontrollable Circumstance, or by any Capital Modifications not undertaken by the Company. 27 The City of Ft. Worth Service Contract Biosolids Processing Facility _ Article VI -Management And Operation SECTION 6.7 STAFFING AND PERSONNEL TRAINING. (A) Staffing. The Company shall staff the Managed Assets during the Term with qualified personnel who meet the licensing and certification requirements of the State under a staffing plan proposed by Company and incorporated in Appendix 10. The Company shall notify the City of any material change in staffing levels and positions from time to time, and shall not make any such material change if the new staffing level would adversely affect the ability of the Company to provide the Contract Services in accordance with the Contract Standards. (B) Changes in Staffing Plan. Changes in the staffing plan or refusal by the appropriate Governmental Body to approve changes in the staffing plan proposed by the Company, as a result of the Biosolids Processing Facility Capital Improvements or otherwise, shall not constitute a Change in Law unless such changes are required in order for the Company to provide the Contract Services as a result of a separate and identified Change in Law event. .(C) Training. The Company shall be responsible for training all Company personnel. The Company shall submit to the City for its review and comment a personnel training program in accordance with Appendix 10. Such personnel training program shall include, at a minimum, the personnel training guidelines, policies and procedures established: (1) by the City, TCEQ and the EPA (as applicable); (2) in any Governmental Approval or operator's certificate required or issued by any Governmental Body; (3) in any other Applicable Law; and (4) by any applicable equipment manufacturer. SECTION 6.8 UTILITIES. (A) Utilities. The Company shall arrange for the supply of Utilities required to perform the Management Services. The Company shall operate the Managed Assets in a manner which minimizes, to the maximum extent reasonably practicable in light of its obligation to provide the Management Services, charges for utility use. The City shall pay costs only for electricity, natural gas, water and reclaimed water and shall charge the Company (as set forth in Article IX), and the Company shall reimburse the City without mark-up for, all costs for these specified utilities consumed in excess of the utilities consumption guarantees set forth in Article 1X, Service Fees. Further information related to costs associated with new or expanded utility services and/or temporary services for construction are included in Appendix 4 and 5. SECTION 6.9 SAFETY AND SECURITY. (A) Safety. The Company shall maintain the safety of the Managed Assets at a level consistent with the Contract Standards. Without limiting the foregoing, the Company shall: (1) take all reasonable precautions for the safety of, and provide all reasonable protection to prevent damage, injury or loss by reason of or related to the operation of the Managed Assets; (2) establish and enforce all reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards and promulgating safety regulations; (3) give all notices and comply with all Applicable Law relating to the safety of persons or property or their protection from damage, injury or loss; (4) operate all equipment in a manner consistent with the manufacturer's safety recommendations; (6) provide for safe and orderly vehicular movement; and (7) develop and carry out a sites -specific safety program, including employee training and periodic inspections, designed to implement the requirements of this Section as well as Appendix 10, Section 10.3.11, (B) Security. The Company shall be responsible for the security of the Managed Assets in accordance with the Contract Standards and shall maintain suitable fences, gates and locks at the Managed Assets. The Company shall guard against all damage or injury to such properties caused by trespass or vandalism of third parties, and shall operate, maintain, repair and replace all surveillance and other security equipment and assets constituting fixtures of the Managed Assets in accordance with the Contract Standards. 9 The City of Ft. Worth Service Contract Biosolids Processing Facility Article VI -Management And Operation SECTION 6.10 COMPLIANCE WITH APPLICABLE LAW. (A) Compliance Obligation. Subject to the Company's rights to compensation and other relief in accordance with Section 16.3 in the event of a Change in Law, the Company shall perform the Management Services in accordance with Applicable Law and shall cause all Subcontractors to comply with Applicable Law. The Company shall comply with the terms of all Governmental Approvals and all other Applicable Law pertaining to the performance of the Management Services. (B) Sampling, Testing and Laboratory Work. The Company shall perform and provide all sampling, laboratory testing and analyses, and quality assurance and quality control procedures and programs required by the Contract Standards, including the requirements set forth in Appendix 10.3.4. The Company explicitly assumes the risk of incorrect sampling, testing and laboratory work and any consequences thereof or actions taken or corrections needed based thereon, whether such work is performed by itself or third parties, both as to failures to detect and as to false detections, The Company shall permit the City, at the City's expense, to perform any testing, sampling or analytical procedure it deems appropriate, using the Managed Assets or otherwise. (C) Record Keeping. Company shall maintain all records associated with sampling and analysis and other assigned regulatory activities as required by law and this agreement. (D) Investigations of Non -Compliance. In connection with any actual or alleged event of Company non --compliance with Applicable Law, the Company shall, in addition to any other duties which Applicable Law may impose: (1) fully and promptly respond to all inquiries, investigations, inspections, and examinations undertaken by any Governmental Body; (2) attend and participate in all meetings and hearings required by any Governmental Body; (3) provide all corrective action plans, reports, submittals and documentation required by any Governmental Body; (4) provide information in a timely manner to the City so that the City may communicate in a timely and effective manner with the general public as to the nature of the event, the impact on the public, and the nature and timetable for the planned remediation measures; and (5) promptly upon receipt thereof, provide the City with a true, correct and complete copy of any written notice of material violation or material non-compliance with Applicable Law (including any request for information, notice of penalty, or immediate action order), and true and accurate notice of any oral notice of material non- compliance with Applicable Law, issued or given by any Governmental Body. The Company shall furnish the City with a prompt written notice describing the occurrence of any event or the existence of any circumstance which does or may result in any such notice of violation or non-compliance to the extent the Company has knowledge of any such event or circumstance, and of any Legal Proceeding alleging such non-compliance. (E) Fines, Penalties and Remediation. Except to the extent excused by Uncontrollable Circumstances, in the event that the Company or any Subcontractor fails at any time to comply with Applicable Law with respect to the Managed Assets, the Company shall, without limiting any other remedy available to the City upon such an occurrence and notwithstanding any other provision of this Service Contract: (1) promptly correct such failure and resume compliance with Applicable Law; (2) indemnify, defend and hold harmless the City Indemnitees in accordance with and to the extent provided in Section 16.3 from and against all Loss -and - Expense resulting therefrom; (3) pay or reimburse the City for any resulting damages, fines, assessments, levies, impositions, penalties or other charges; (4) make all capital investments, improvements or modifications and changes in operating and management practices which are necessary to assure that the failure of compliance with Applicable Law will not recur; and (5) comply with any corrective action plan filed with or mandated by any Governmental Body in order to remedy a failure of the Company to comply with Applicable Law. Any capital investment, improvement or modification required to be made pursuant to this subsection, reasonably expected to result in a material change to the Managed Assets, shall be considered a Capital Modification subject to Section 14.4. (F) No Nuisance Covenant. The Company shall keep the Managed Assets neat, clean and litter -free at all times, and ensure that the operation of the Managed Assets does not create any odor, litter, 29 The City of Ft. Worth Service Contract Biosolids Processing Facility Article VI-Managernent And Operation noise, fugitive dust, or other adverse environmental effects constituting, with respect to each of the foregoing, a nuisance condition under Applicable Law. (G) City -Held Permits. In the event that any permits or approvals required for the construction or operation of the Managed Assets are issued to the City, the City shall not, without the prior written consent of the Company (not to be unreasonably withheld or delayed): (a) let such permits or approvals lapse, (b) amend such permits or approvals in any manner that could adversely impact the Company's ability to perform, (c) meet with regulatory authorities regarding such permits or approvals without notification to the Company, or (d) respond to, settle or enter into a consent order regarding any notice of violation which admits wrongdoing by, imposes costs or fines on the Company, or otherwise alters Company's obligations under this Service Contract in a manner that would otherwise require a Change Order or an amendment to this Service Contract. SECTION 6.11 OPERATING GOVERNMENTAL APPROVALS. (A) Applications and Submittals,. The Company shall make all filings, applications and reports reasonably necessary to obtain and maintain all Governmental Approvals required to be made, obtained or maintained by or in the name of the Company or the City under Applicable Law in order to operate the Managed Assets. With respect to Governmental Approvals which are required to be obtained in the name of the City, the Company shall: (1) prepare the application and develop and furnish all necessary supporting material for the City's review and submission; (2) supply to the City all data and information which may be required; (3) familiarize itself with the terms and conditions of such Governmental Approvals; (4) attend all required meetings and hearings; and (5) take all other action necessary in obtaining, maintaining, renewing, extending and complying with the terms of such Governmental Approvals. (B) Non -Compliance and Enforcement. The Company shall report to the City, immediately upon obtaining knowledge thereof, all violations of the terms and conditions of any Governmental Approval or Applicable Law pertaining to the Managed Assets and shall have all obligations and responsibilities with respect thereto as set forth in Section 6.12. The City shall have the right to enforce compliance of any requirement of Applicable Law for which it has regulatory authority. (C) Reports to Governmental Bodies. The Company shall prepare for the City all periodic and annual reports for the purposes of information submittals and notices to all Governmental Bodies,'as required by all Governmental Approvals and under Applicable Law with respect to the Managed Assets, including sampling and testing results, which shall be provided to the City for submission. (D) Potential Regulatory Change. The Company shall keep the City regularly advised as to potential changes in regulatory requirements affecting the Managed Assets and provide recommended responses to such potential change. (E) City -Held Permits. City will comply with any permits held by City including filing required reports thereunder (based on information supplied by Company). City will endeavor to keep Company current on the status of City -held permits. SECTION 6.12 CITY ACCESS TO MANAGED ASSETS. The City and all appropriate Governmental Bodies shall have the right, at any time, on a 24-hour per day, 365-day per year basis, to visit and inspect the Managed Assets and observe and assess the Company's performance of the Contract Services. The Company shall permit and facilitate access to the Managed Assets for such purposes by City personnel and by agents and contractors designated by the City. All visitors shall comply with the Company's reasonable operating and safety procedures and rules, and shall not interfere with the Company's operations of the Managed Assets. 30 The City of Ft. Worth Service Contract Biosolids Processing Facility Article VI -Management And Operation SECTION 6.13 ASSET AND FINANCIAL RECORDS. (A) Managed Assets Records. The Company, on and after the Commencement Date, shall establish and maintain computerized information systems with respect to the Managed Assets for operations and maintenance data. Company shall confirm that such systems are compatible with the City's existing asset management systems maintained by the Water Department. The Company shall promptly provide the City, upon reasonable request, with copies of all operations and maintenance data and other information kept by the Company in its performance of the Contract Services. (B) Availability of Managed Assets Records to City. The Company shall make available to the City all operations, maintenance, performance, odor, Residuals management, and similar records and data as are available to the Facility Superintendent. (C) Record Documents and Mapping. In addition to any designs, drawings, blueprints, plans, specifications and "as -built" or record drawings and documents pertaining to the Managed Assets that are provided to the City upon completion of the Blosolids Processing Facility Capital Improvements, the Company shall maintain at the Managed Assets and make available to the City upon request for review and copying: all designs, drawings, blueprints, plans, specifications and "as --built" or record drawings and documents pertaining to the Managed Assets that are in the possession of the Company or are required to be developed by the Company under the terms of this Service Contract and similar documents relating to the Biosolids Processing Facility Capital Improvements and any Capital Modifications. (D) Financial Records. The Company shall prepare and maintain proper, accurate, complete and current financial books, records and accounts, in accordance with generally accepted accounting principles, with respect to all aspects of the Managed Assets and Contract Services, including direct and indirect personnel expenses, Subcontractor costs, the costs of material, equipment and supplies, maintenance, repair and replacement items, operating expenses and overhead. These financial records shall be in form and substance sufficient to support all financial reporting, including Cost Substantiation, required hereunder. In the event the Company fails to prepare or maintain any books, records or accounts as required under this Section, the Company shall not be entitled to any requested payments or adjustments for which Cost Substantiation was required hereunder to the extent such failure prevented Cost Substantiation. The Company shall keep the relevant portions of the books, records and accounts maintained with respect to each Contract Year until at least the sixth anniversary of the last day of each such Contract Year (or such longer period as may be appropriate to account for any dispute then pending). For those circumstances that require Cost Substantiation under Section 18.10, the Company shall make such books and records available to the City for inspection, audit and copying upon reasonable notice during business hours to the extent necessary to allow the City to determine to its reasonable satisfaction the accuracy, completeness, currency and propriety of any charge or request for payment hereunder. The Company shall not be required to provide the City any income statement showing profit or loss but recognizes that profit and loss information may become discernible to the City through the Cost Substantiation process. Notwithstanding any of the foregoing, the Company shall produce all books and records required to be maintained pursuant to this subsection to the extent that such books and records pertain directly to contract performance if the City identifies and provides substantiation of any indication of fraud, gross abuse or corrupt practices by the Company. The provisions of this Section shall survive the termination of this Service Contract. (E) Company Financial Reports. The Company shall furnish the City, within 30 days after the end of each Company fiscal year, consolidated balance sheets and income statements for the Company attached to the year-end financial statements. (F) Inspection, Audit and Adjustment. The City shall have the right to perform or commission an inspection or an independent audit of the Company's billing statements and, with respect to items subject to Cost Substantiation, the financial information required to be kept under this Section, subject to possible reimbursement as provided in this Section. If an inspection or audit reveals that the City has overpaid any 31 The City of Ft. Worth Service Contract Biosolids Processing Facility Article VI -Management And Operation amount subject to Cost Substantiation, then the Company shall, at the election of the City, either immediately reimburse to the City or offset against future Service Fee payments, as a Service Fee adjustment, the overpaid amount, in addition to interest at the Overdue Rate from the time such amount was initially overpaid until reimbursed or credited to the City. If an inspection or audit contemplated by this Section discloses an overpayment to the Company of $5,000 or more of the total amount that should have been properly paid by the City for the item audited, then the Company shall, in addition to the reimbursement or credit of such overstated amount, with interest, reimburse the City for any and all Fees and Costs incurred in connection with the inspection or audit. The foregoing remedies shall be in addition to any other remedies the City may have, including remedies for an Event of Default by the Company. SECTION 6.14 PERIODIC REPO (A) Monthly Invoice & Operation and Maintenance Reports. The Company shall provide the City with monthly operations reports no later than 15 days after the end of each Billing Period in a form approved by the City, in accordance with the provisions set forth in Appendix 10. (B) Annual Operations and Maintenance Reports. The Company shall furnish the City, within 30 days after the end of each Contract Year, an annual report in accordance with the provisions set forth in Appendix 10. (C) Permit Communications and Reports. The Company shall provide to the City copies of all material communications and reports furnished to any Governmental Body simultaneously with their submittal to the Governmental Body. SECTION 6.15 EMERGENCIES. (A) Emergency Response and Disaster Recovery Plan. No later than 30 days following the Commencement Date, the Company shall provide the City with the Emergency Response and Disaster Recovery Plan to be implemented in the event of an emergency, including fire, weather, environmental, health, safety and other potential emergency conditions in accordance with the Contract Standards and the specific requirements of Appendix 10 (Operation and Maintenance). The Emergency Response and Disaster Recovery Plan shall be reviewed by the parties annually as part of the review of the annual operations report and updated when necessary. Emergency Action. Notwithstanding any requirement of this Service Contract, if at any time the Company determines in good faith that an emergency situation exists such that action must be taken to protect the safety of the public or its employees, to protect the safety or integrity of the Managed Assets, or to mitigate the immediate consequences of an emergency event, then the Company shall take all such action it deems in good faith to be reasonable and appropriate under the circumstances. As promptly thereafter as is reasonable, the Company shall notify the City of the event at an emergency phone number from a list supplied by the City, and the Company's response thereto. The cost of the Company's response measures shall be borne by the Company except to the extent the emergency event was caused by an Uncontrollable Circumstance, in which case the provisions of Section 16.2 shall prevail. SECTION 6.16 SOLIDS MEASUREMENT & TARE WEIGHTS (A) Solids Measurement. The Company shall comply with the solids measurement requirements as described in Volume 3, Appendix 10, Section 10.3.4(1). (B) Truck Scales and Tare Weights. The Company shall comply with the truck scales and tare weight requirements as described in Volume 3, Appendix 10, Section 10.3.17. 32 The City of Ft. Worth Service Contract Biosolids Processing Facility Article VII - Performance ARTICLE VI PERFORMANCE SECTION 7.1 MANAGED ASSETS PERFORMANCE GENERALLY. (A) Reliance. The Company acknowledges that the City, as the owner of the Biosolids Processing Facility is relying on the performance by the Company of its obligations hereunder in order to provide the essential public service of serving the wastewater treatment needs of the City. (B) Maximum Capacity Utilization. The Company shall utilize the capacity of the Managed Assets to its maximum reasonable extent in order to treat Feedstock, produce Biosolids in compliance with the Biosolids Guarantee requirements, control odor emitted from the Managed Assets and otherwise perform the Contract Services in accordance with the Contract Standards. (C) Curtailments and Shutdowns. If the operation of the Managed Assets for any reason is temporarily reduced, curtailed or shut down so that the Company is unable to receive and treat Feedstock, the Company shall immediately advise the City as to the nature and probable duration thereof and the expected effect on the operation of the Managed Assets, and shall exercise the necessary standard of care, diligence and skill in a good faith effort to remedy the reduction, curtailment or shutdown and to resume full performance hereunder as soon as possible. (D) Limitations on Company Rights. The Company shall not use the Managed Assets for any purpose other than the purposes contemplated hereby. SECTION 7.2 PERFORMANCE GUARANTEES (A) Generally. Unless specifically exempted by this agreement the Company shall meet the Performance Guarantee criteria as set forth in Appendix 3. Failure to meet these performance requirements shall subject the Company to pay Performance Credits to the City as part of Appendix 3, Table 3-4, which are based on a good faith estimate of the cost to the City caused by the failure to meet performance requirements. Costs include City staff time, City facility operations costs, City Engineering Representative time and expenses, and any cost associated with customer complaints, permitting, or regulatory actions resulting from the violation of the Performance Guarantees. The Performance Credits do not include any amount for fines or other assessments by Governmental Authorities which will be passed through by the City to the Company to the extent that the Company's failure to meet a Performance Guarantee resulted in such fine or assessment. SECTION 7.3 CITY REMEDIES FOR NON-COMPLIANCE WITH PERFORMANCE GUARANTEES. (A) Remedies. If the Company fails to comply with any Performance Guarantee and is not excused from performance as provided in Section 7.5 or 16.2, the Company shall, without relief under any other Performance Guarantee, and in addition to any other remedy provided herein, allowed by Applicable Law or required by a Governmental Body: (1) promptly notify the City within 24 hours of the Company's having knowledge of any such non-compliance; (2) promptly provide the City within 24 hours with copies of any notices sent to or received from the EPA, TCEQ or any other Governmental Body having regulatory jurisdiction with respect to any violations of Applicable Law; (3) pay any Performance Credit to the City provided for herein; (4) pay any resulting third party damages, fines, levies, assessments, impositions, penalties or other charges resulting therefrom, including hauling and tipping charges to an Acceptable Disposal Site; (5) shall exercise the necessary standard of care, diligence and skill (including making all capital investments, improvements, modifications, repairs and replacements and operating and management practices changes) in a good faith effort to comply with such Performance Guarantee, continue or resume performance hereunder and eliminate the cause of, and avoid or prevent the recurrence of non-compliance with such Performance Guarantee; (6) promptly prepare all public notifications required by Applicable Law, and submit such notifications for 33 575224.6 032168 CTR The City of Ft. Worth Service Contract Biosolids Processing Facility Article VII-Performance publication; and (7) assist the City with all public relations matters necessary to adequately address any public concern caused by such non-compliance, including preparation of press releases, attendance at press conferences, and participation in public information sessions and meetings. Any capital investment, improvement or modification required to.be made pursuant to this subsection, reasonably expected to result in a material change to the Managed Assets, shall be considered a Capital Modification subject to Section 14.4. (B) Performance Testin . In addition to any Acceptance Testing required to be performed at the cost and expense of the Company in accordance with the Contract Standards, the City, at any time but not more frequently than once every twelve months and with no less than sixty days' prior notice, may require a Performance Test to be conducted by the Company, at the City's cost and expense, to demonstrate that the Managed Assets are operating in compliance with the Performance Guarantees under the standards provided in Appendix 8. The Performance Tests shall be conducted in the manner to be developed at such time and conducted as mutually agreed to by the parties. If the test is not successfully passed, the Company shall reimburse the City and, at its own cost and expense, take all necessary corrective action in accordance with subsection (A) of this Section, and the test shall be re --performed (to the extent practicable, only for such portion of the Managed Assets which was found to be not in compliance with the Performance Guarantees) at the Company's sole cost and expense. SECTION 7.4 UPSETS AND NON -COMPLIANT FEEDSTOCK AFFECTING COMPANY COMPLIANCE WITH PERFORMANCE GUARANTEES. (A) Relief Generally. Subject to the provisions of subsection (B) of this Section and Section 16.2, the Company shall be relieved of its obligation to comply with a Performance Guarantee to the extent and for any period during which the operation of the Managed Assets is affected by the occurrence of an Upset, the receipt of Non -Compliant Feedstock or any other Uncontrollable Circumstance. (B) Required Demonstration. The determination of an Uncontrollable Circumstance associated with the occurrence of an Upset or the receipt of Non -Compliant Feedstock, and the Company's entitlement to relief with respect thereto, shall be conditioned on the following, as affirmatively demonstrated by the Company through properly signed, contemporaneous operating logs, or other relevant evidence: (1) an Upset actually occurred or Non -Compliant Feedstock was actually received; and (2) the occurrence or receipt thereof was not caused by a failure to comply with the Contract Standards. Absent such demonstration, the occurrence of an Upset or the receipt of Non -Compliant Feedstock shall not be considered an Uncontrollable Circumstance and the Company shall not be entitled to any relief. (C) Response Measures to Upsets and Non -Compliant Feedstock. If an Upset occurs or the Biosolids Processing Facility receives Non -Compliant Feedstock, the Company shall, without limiting its obligations under the Contract Standards: (1) use all efforts consistent with Prudent Industry Practice to maintain performance as if the Upset had not occurred or Non -Compliant Feedstock had not been received; (2) immediately advise the City of the situation and the Company's planned course of action; and (3) submit any notice thereof required by Applicable Law. SECTION 7.5 TESTING, METERING AND WEIGHING. (A) Testing. The Company shall conduct all tests of Residuals, air emissions and odor in accordance with the Contract Standards, including the requirements set forth in Appendix 10. The tests shall be made at State certified laboratories to the extent required by the Contract Standards and shall be conducted at the Company's sole cost and expense, except to the extent such tests are required by a Change in Law or any other Uncontrollable Circumstance. 34 The City of Ft. Worth Service Contract Biosolids Processing Facility Article VII-Performance (B) Metering and Weighing. The Company shall maintain in good working order, and repair and replace when necessary, devices at the Managed Assets capable of (1) metering the continuous and daily total volume of Feedstock; (2) metering or weighing the daily amount of Residuals leaving the Managed Assets for beneficial reuse or disposal, and (3) any other metering or weighing requirement imposed by the Contract Standards. The City shall have full access to such meters, instruments, controls, recorders, scales and other metering and weighing devices. All operating data produced by such metering and weighing devices shall be subject to audit and shall be summarized in the monthly operations reports delivered to the City. The City shall have the right to monitor, inspect and test such metering and weighing devices which are part of the Managed Assets at any time and for any purpose without unreasonably interfering with the Company's ordinary operations. SECTION 7.6. RELEASES, LEAKS AND SPILLS. (A) Unauthorized Releases Prohibited. The Company shall operate the Managed Assets in such a manner that Feedstock, Residuals and Hazardous Materials shall not contaminate or be bypassed, released, leaked or spilled on or into the environment other than as permitted by Applicable Law. (B) Notification and Reporting. The Company shall notify all Governmental Bodies with regulatory jurisdiction in accordance with Applicable Law upon the occurrence of any unauthorized release into the environment from or in connection with its operation and management of the Managed Assets and shall fulfill all applicable reporting requirements established by Applicable Law with respect thereto. Immediately following the initial notification of the applicable Governmental Body or, to the extent practicable, concurrently therewith, the Company shall notify the City of any such unauthorized release. The Company shall prepare a memorandum evidencing such notification and reporting and provide copies thereof to the City, along with any documents provided to the relevant Governmental Body regarding the release. (C) Cleanup and Costs. The Company shall coordinate with the City and all appropriate Governmental Bodies in effectuating the prompt remediation of any unauthorized release. All costs associated with performing any such cleanup and remediation measures shall be borne by the Company, except to the extent the unauthorized release resulted from an Uncontrollable Circumstance, in which case the appropriate portion of such costs shall be borne by the City on a reimbursement basis subject to Cost Substantiation. 35 ARTICLE VIII MAINTENANCE, REPAIR AND REPLACEMENT SECTION 8.1 MAINTENANCE, REPAIR AND REPLACEMENT GENERALLY. (A) Predictive, Preventative and Corrective Maintenance. The Company shall perform all predictive, preventative and corrective maintenance of the machinery, equipment, structures, improvements and all other property constituting the Managed Assets, shall keep the Managed Assets in good working order, condition and repair, in a neat and orderly condition and in accordance with the Contract Standards, and shall maintain the aesthetic quality of the Managed Assets as originally constructed and in accordance with the Technical Specifications, and shall comply with the operation and maintenance requirements set forth in Appendix 10 and Appendix 11. The Company shall provide or make provisions for all labor, materials, supplies, equipment, spare parts, Consumables and services which are necessary for the normal and ordinary maintenance of the Managed Assets and shall conduct predictive, preventive and corrective maintenance of the Managed Assets as required by the Contract Standards. The Company shall keep monthly maintenance logs in accordance with the repair and replacement plan and asset management plan set forth in Appendix 11. (B) Repair and Maintenance of Site Grounds. The Company, in accordance with the Contract Standards, shall keep the grounds of the Sites in a neat and orderly condition (including the cleanup of litter and debris on a daily basis or more frequently as required) and in accordance with Appendix 10 (Operation and Maintenance). In addition, the Company shall provide lawn mowing, leaf raking, and brush cutting services for the Sites, and provide winter maintenance for all parking lots, roadways, walk -ways, and building entrances and exits at the Sites. (C) Major Maintenance, Repair and Replacements. The Company shall perform all Major Maintenance, Repairs and Replacement of the machinery, equipment, structures, improvements and all other property constituting the Managed Assets during the Term required under the Contract Standards, including all maintenance, repair and replacement which may be characterized as "major' or "capital" in nature in accordance with subsection 8.3(B). There shall be no direct compensation by the City to the Company for major maintenance, repair and replacement costs during the Initial Term. All maintenance costs associated with the Managed Assets will be considered incidental to the annual service fee, except for major maintenance, repair and replacement costs associated with an Uncontrollable Circumstance. The obligations of the Company under this Article are intended to assure that the Managed Assets are fully, properly and regularly maintained, repaired and replaced in order to preserve reliability, durability and efficiency consistent with the expected life of such Managed Asset(s), and that in any event the Managed Assets are returned to the City at the end of the Term in a condition which does not require the City to undertake a significant premature overhaul or immediate replacements in order to continue to provide Class A Biosolids. Nothing in this subsection shall limit the Company's obligations with respect to the required condition of the Managed Assets at the end of the Term under Section 8.4. SECTION 8.2 MAINTENANCE, REPAIR AND REPLACEMENT PLAN AND MAJOR MAINTENANCE, REPAIR AND REPLACEMENT SCHEDULE. (A) Maintenance, Repair and Replacement Plan. Appendix 10 and Appendix 11 contain requirements for preparing the Company's plans and schedules for the maintenance, repairs and replacements of the Managed Assets, as improved by the Biosolids Processing Facility Capital Improvements. The plans are intended to establish a minimum standard by which to measure the Company's performance of its ongoing maintenance, repair and replacement obligations hereunder, and to assure that no material deferred or sub- standard maintenance, repair or replacement occurs with respect to the Managed Assets, as improved by the Biosolids Processing Facility Capital Improvements. The Company shall incorporate a maintenance, repair and replacement plan that is in compliance with the requirements set forth in Appendix 10 and Appendix 11 into 36 The City of Ft. Worth Service Contract Biosolids Processing Facility Article Vlll - Maintenance. Repair and Replacement the Operation and Maintenance Plan. The Company shall adhere to these plans as incorporated in the Operation and Maintenance Plan, except where it can demonstrate to the City that changes are reasonable under Prudent Industry Practice. The timing and extent of maintenance, repair and replacement activities performed by the Company hereunder with respect to the Managed Assets, as improved by the Biosolids Processing Facility Capital Improvements, taken as a whole, shall equal or exceed the standard set for those activities by Appendix 10 and Appendix 11. (B) Maior Maintenance. Repair and Replacement Schedule. Without limiting any of the Company's obligations under this Article, the Company shall make and complete all Major Maintenance; Repair and Replacements in accordance with the Major Maintenance, Repair and Replacement Schedule, as such schedule may be altered or amended pursuant to this subsection. The Company shall have the right to request City approval of alterations to the Major Maintenance, Repair and Replacement Schedule at any time during the Term, provided that such alterations shall result in a standard of overall Managed Asset maintenance, repair and replacement which is equal to or better than the standard represented by the activities to be performed under the Major Maintenance, Repair and Replacement Schedule. Any alterations to the Major Maintenance, Repair and Replacement Schedule shall be reflected in a Contract Amendment. SECTION 8.3 MANAGED ASSET EVALUATIONS. (A) Baseline Asset Evaluation Following the Acceptance Date. Following Acceptance, the Company shall conduct the Baseline Asset Evaluation in accordance with the protocol established in Appendix 13 —Asset Evaluation Protocol. The purpose of the Baseline Asset Evaluation shall be to establish the baseline condition of the Managed Assets (both pre-existing assets and those installed as part of the design build work) for determining compliance by the Company with its maintenance, repair and replacement obligations under this Article. The Baseline Asset Evaluation shall reflect, based on the evaluation, the Design - Build Price and the Technical Specifications, the improvement in the condition, functionality, value and useful life of the Managed Assets created by the Biosolids Processing Facility Capital Improvements. The Baseline Asset Evaluation shall also reflect any other maintenance, repairs or replacements performed by the Company in the interim with respect to the portions of the Managed Assets which are not improved through the construction of the Biosolids Processing Facility Capital Improvements. (B) Final Valuation of Spare Parts and Consumables. Not later than 120 days prior to,the Termination Date, the City and the Company shall work together to prepare and agree to an itemized inventory and valuation of all Transferred Property in stock at the Managed Assets having operational utility at the Managed Assets which is to be transferred to the City on the Termination Date with a final list to be submitted not later than 60 days prior to the Termination Date; provided, however, that the City shall have the right to elect to require the final inventory and valuation of the Transferred Property to be performed by an Independent Evaluator, subject to subsection (A) of this Section. Valuations of computers, furniture and fixtures, and hand tools shall be based on original cost less depreciation, and other Transferred Property shall be valued on last invoiced cost. The final valuation amount shall be equal or greater to the initial valuation amount, as adjusted annually by the CPI Adjustment Factor over such period. (C) Final Evaluation of the Managed Assets. Not later than one year prior to the Termination Date resulting from the expiration of this Service Contract, the City shall conduct a final evaluation of the Managed Assets in accordance with the protocol established in Appendix 13. The evaluation shall be conducted using the same methodology as the Baseline Asset Evaluation and shall include a final inventory of the Managed Assets. The final evaluation shall exclude the value of any Capital Modifications, which shall be evaluated separately in accordance with subsection (E) of this Section. (D) Required Condition of Managed Asset Equipment Upon Return to the City. The Managed Asset Equipment shall be returned to the City in a condition and state of repair equal or better than the condition established in the Baseline Asset Evaluation, ordinary wear and tear excepted in accordance with Appendix 13 and the Asset Management Plan. 37 The City of Ft. Worth Service Contract Biosolids Processing Facility Article VIII - Maintenance, Repair and Replacement (E) Capital Modifications. In the event that Capital Modifications are made during the Term, such assets shall be returned to the City on the Termination Date in good condition, working order and repair, with ordinary wear and tear excepted, recognizing the maintenance, repair and replacement obligations of the Company set forth in the Service Contract. In the event that Capital Modifications constituting Managed Asset Equipment are made during the Term and are paid for by the City, such Capital Modifications shall be disregarded in preparing the final evaluation of the Managed Assets pursuant to subsection (E) of this Section. (F) Effect of Election to Renew. If the City elects to renew this Service Contract at the end of the Initial Term, the final asset evaluation required by this Section shall not be performed at the end of the Initial Term, but instead shall be performed at the end of the Renewal Term. The standards established by this Section for the condition of the Managed Assets upon its return to the City, as well as the City's remedies for the failure to meet such standards, shall apply notwithstanding any such renewal. SECTION 8.4 PERIODIC MAINTENANCE OPERATION & SAFETY INSPECTIONS. (A) Annual Maintenance Inspection. The City may, upon reasonable written notice, perform an inspection of the Managed Assets and relevant records of the Company each Contract Year to determine compliance with the Contract Standards. The Company shall cooperate fully with the inspections, which shall not interfere unreasonably with the Company's performance of the Contract Services. (B) Remediation. Based on the annual operations and maintenance reports submitted by the Company, the annual inspections and reviews conducted pursuant to this Section, or the unscheduled inspections conducted pursuant to subsection (C) of this Section, the City may submit a statement to the Company detailing any deficiencies found and requiring the Company to submit a plan of remediation. The remediation plan shall be sufficient to reasonably demonstrate that, if implemented, the Managed Assets will be promptly brought into compliance with the requirements of this Article. If the City accepts the remediation plan, the Company shall correct deficiencies in accordance with the Plan. Failing such corrective action, the Service Fee shall be reduced in accordance with subsection 9.7(C) by the amount of the City's estimated cost of remediation, the City shall have the right to perform any necessary corrective action to bring the Managed Assets into compliance with this Article, and the Company shall be responsible for any actual costs incurred by the City in excess of the amount by which the Service Fee has been reduced pursuant to this subsection, subject to Cost Substantiation. (C) Unscheduled inspections. Nothing in this Section shall limit the City's right, on an unscheduled basis, at any time to inspect the Managed Assets and relevant records of the Company to determine compliance with this Article. The Company acknowledges that the City's inspection rights pursuant to this Section are intended solely for the informational purposes of the City to monitor the Company's compliance with its obligations under this Article and agrees that no inspection by the City pursuant to this Section, nor any failure of the City to inspect the Managed Assets in accordance with this Section, shall serve to transfer the maintenance, repair and replacement responsibility for the Managed Assets from the Company to the City or to limit or otherwise affect the Company's full responsibility for the maintenance, repair and replacement of the Managed Assets in accordance with this Article. SECTION 8.5 COMPUTERIZED MAINTENANCE MANAGEMENT SYSTEM. The Company shall utilize a computerized maintenance management system throughout the Term to provide the City with documentation which allows it to efficiently monitor compliance by the Company with its maintenance obligations hereunder. The Company shall use Maximo for this system, compatible with the City's Maximo system, and the City shall have, at minimum, read-only access to Company's system. SECTION 8.6 RESERVED, SECTION 8.7 WARRANTIES. During the Term, the Company shall be responsible for meeting the City's maintenance obligations under all manufacturer's written warranties and guarantees effective 38 The City of Ft. Worth Service Contract Biosolids Processing Facility Article VIII - Maintenance, Repair and Replacement during the Term, including all warranties and guarantees on new equipment purchased and installed in the Managed Assets by the City or by the Company, and shall be the agent of the City in enforcing any written equipment warranties and guarantees. All warranties shall be vested with the City. All managed asset equipment warranty repairs and expenses occurring during the Initial Term shall be Company's responsibility, unless due to an Uncontrollable Circumstance. SECTION 8.8 LOSS, DAMAGE OR DESTRUCTION TO THE MANAGED ASSETS. (A) Prevention and Repair. The Company shall use care and diligence, and shall take all appropriate precautions, to protect the Managed Assets from loss, damage or destruction. The Company shall report to the City and the insurers, immediately upon obtaining knowledge thereof, any loss, damage or destruction to the Managed Assets and as soon as practicable thereafter shall submit a full report to the City. The Company shall also submit to the City within 2 business days of receipt copies of all accident and other reports filed with, or given to the Company by, any person, insurance company, adjuster or Governmental Body relating to damage to the Managed Assets. (B) Insurance and Other Third -Party Payments. To the extent that any repair, replacement or restoration costs incurred pursuant to this Section can be recovered from any insurer or from another third party, each party shall assist the other in exercising such rights as it may have to effect such recovery. (C) Uninsured Costs. All insurance proceeds and recoveries from third parties recovered to repair, replace or restore the Managed Assets resulting from damage to or the loss or destruction of the Managed Assets shall be for the account of the City, and the City shall use such funds to pay the costs of repairing, replacing and restoring the Managed Assets in accordance with this Section. The City shall be responsible for the costs of repairing, replacing and restoring the Managed Assets in accordance with this Section in excess of such funds to the extent required due to the occurrence of Uncontrollable Circumstances; provided, however, that costs not covered by insurance proceeds or third party payments shall be borne by the Company to the extent the loss, damage or destruction was not caused by Uncontrollable Circumstances or to the extent the Company failed to obtain or maintain any applicable policy of Required Insurance. (D) Repair of City and Private Property. The Company shall promptly repair or replace all City Property and all private property damaged by the Company or any officer, director, employee, representative or agent of the Company in connection with the performance of, or the failure to perform, the Contract Services. The repair and replacements, to the maximum extent reasonably practicable, shall restore the damaged property to its character and condition existing immediately prior to the damage. 9 ARTICLE IX SERVICE FEE SECTION 9.1 SERVICE FEE GENERALLY. From and after the Commencement Date, the City shall pay the Company a monthly service fee in accordance with this Article (the "Service Fee") as compensation for the performance by the Company of the Management Services under this Service Contract. The Service Fee shall be calculated and paid to the Company in accordance with this Article. SECTION 9.2 SERVICE FEE FORMULA. The Service Fee shall be calculated in accordance with the following formula: MSF = (OC + UC) x (F — NCR) + MMRC + El Where, MSF OC UC E AEU MEU = Monthly Service Fee = Operating Charge OCo = $396.50/dry ton of Feedstock (Prior to Acceptance) OCa=$169.51/dry ton of Feedstock (After Acceptance) (see Section 9.3) w Utilities Charge in $/dry ton of Feedstock = E x MIN[AEU,MEU] + PW x MIN[APWU,MPWU] + RW x MIN[ARWU,MRWU] + G x MIN[AGU,MGU] $/kWh unit cost (actual cost) of electricity in Month W= AWU = RW — ARWU = MRWU = MWU = G= AG U = Actual Electricity Usage in Month in kWh/dry ton of Feedstock Maximum Electricity Usage of 95.34 kWh/dry ton of Feedstock prior to Acceptance and 330.2 kWh/dry ton after Acceptance. $/1000 gallon unit cost of potable water in Month Actual Potable Water Usage in Month in gallons/dry ton of Feedstock $/1000 gallon unit cost of reclaimed/service water in Month Actual Reclaimed/Service Water Usage in Month in gallons/dry ton of Feedstock Maximum Reclaimed/Service Water Usage of 2,300 gallons/dry ton of Feedstock prior to Acceptance, and 3,610 after Acceptance. Maximum Water Usage of 70 gallons/dry ton of Feedstock prior to Acceptance and 330 gallons/dry ton after Acceptance. $/BTU unit cost of natural gas in Month shall mean actual cost (no mark-up) Actual Natural Gas Usage in Month in BTU/dry ton of Feedstock 40 The City of Ft. Worth Service Contract Biosolids Processing Facility Improvements Article IX —Service Fee MGU = Maximum Natural Gas Usage 0.0 BTU/dry ton of Feedstock prior to Acceptance and 10 MMBTU/dry ton after Acceptance. F = Mass of Feedstock received in Month (dry tons) NCR = Mass of Non -Compliant Residuals (As further defined in Section 3.3.3 of Volume 3 Technical Appendices to this Service Contract) in Month (dry tons) MMRC = MRR Costs Charge (see Section 9.4 and Financial Proposal Form 3 "Major Maintenance Repair and Replacement Schedule)) El = Extraordinary Items Charge or Credit (see Section 9.5) Each component of the Service Fee shall be determined in accordance with this Article. SECTION 9.3 OPERATING CHARGE. (A) Generally. Fallowing Acceptance, the Operating Charge shall be adjusted on October 1" of each subsequent Contract Year by multiplying the Operating Charge applicable in the prior Contract Year by the CPI Adjustment Factor applicable for the upcoming Contract Year, as determined in accordance with subsection (C) of this Section. That is: OCn = OC(n-1) X CPIAFn Where OCn - Operating Charge for Contract Year "n" in $/dry ton CPIAFn = CPI Adjustment Factor applicable for Contract Year «n „ (B) CPI Adjustment Factor. The "CPI Adjustment Factor" for purposes of this Service Contract shall be determined as follows: CPIAFn = [CPIn-il � [CPI n-2] Where, CPIAFn The CPI Adjustment Factor for Contract Year "n". CPI,,-i - The average of the 12-month CPI values occurring in the Contract Year preceding the Contract Year with respect to which a calculation is to be made thereunder. CPIn-2 = The average of the 12-month CPI values occurring in the Contract Year two years preceding the Contract Year with respect to which a calculation is to be made thereunder. If the final value of any component of the formula for the CPI Adjustment Factor is not available for the applicable period when required hereunder, the amount of the adjustment to be made shall be estimated by using the preliminary value of the index for the applicable period or the final value of the index for the latest available period. All calculations and payments based on such estimate shall be adjusted as soon as reasonably practicable after the final value of the index for the applicable period is published. If the Consumer Price Index is no longer published at the time that adjustment is to be calculated, or if the base or method of calculation 41 The City of Ft. Worth Service Contract Biosolids Processing FacilitV Improvements Article IX —Service Fee used for the Consumer Price Index is substantially altered, the calculation shall be made using a comparable similar index or method mutually agreed upon by the Company and the City. SECTION 9.4 PAYMENT FOR MAINTENANCE, REPAIR OR REPLACEMENT. (A) Generally+. The City shall pay the Company for Major Maintenance, Repair and Replacement solely in accordance with this Section. On and after the Commencement Date and for the duration of the Initial Term, the Company at its sole cost and expense shall be responsible for all maintenance, repair and replacement costs (to include major maintenance repair and replacement costs) of the Managed Assets, as detailed in Section 5.1, with the Company's sole compensation being the Operating Charge, except due to an Uncontrollable Circumstance. After the Initial Term, the Company will be eligible reimbursement from the City for Major Maintenance, Repair, and Replacement Costs. (B) Payment for Maior Repair and Replacement during Period of Years 11-20 (Contract renewal). During the Renewal Terms, the City will pay up to the total Major Maintenance, Repair, and Replacement Costs not to exceed those set forth in Attachment F, Form 3, Major Maintenance and Replacement Schedule excluding Major Maintenance Repair and Replacement Costs due to an Uncontrollable Circumstance. Cost amounts entered in a specific Contract Year in Attachment F, Form 3, Major Maintenance Repair and Replacement Schedule will not be accessible for payment through the MMRC component of the Service Fee in Contract Years prior to the Contract Year indicated in same. (C) Payment for Maior Repair and Replacement of the Biosolids Processing Facility Due to Uncontrollable Circumstance. For any Major Repair or Replacement to the Biosolids Processing Facility during either the Initial Term or any Renewal Term not due to the Company's failure to meet its obligations as set forth in this Service Contract, and determined to meet the definition of an Uncontrollable Circumstance, the Company may seek reimbursement for Major Repair or Replacements as a Major Repair or Replacement Cost Charge (MMRC) in the Service Fee. The Company shall obtain the City's approval for such Major Repair or Replacement in writing in advance of any work and shall include specific cost details and justifications versus alternative solutions. The Company shall obtain a minimum of three (3) quotes for materials or services unless the requirement is waived by the City as impracticable. Any payment by the City under this paragraph (C) during a Renewal Term shall not reduce the City's obligations under paragraph (B) of this Section 9.4. (0) Maior Repair or Replacement of the Biosolids Processing Facility Capital Improvements. The Company shall be responsible for all Major Repair and Replacement of the Biosolids Processing Facility Capital Improvements, except for Major Repairs and Replacements due to an Uncontrollable Circumstance. The Operating Charge and allowed reimbursements as permitted in Section 9.4.13 shall be Company's sole compensation with respect to such Major Repairs or Replacements. (E) Payments to the Company for Manor Maintenance. Repair and Replacement. If the City cost reimbursement meets the requirements listed above in Section 9.4.13 or 9.4.C, following the performance of Major Maintenance, Repair and Replacement to the Biosolids Processing Facility, the Company shall submit a certified requisition to the City for the payment of the amounts as a MRR Cost Charge as part of its invoice for the Service Fee in accordance with Section 9.7. The Company's certified requisitions shall state that the Company has incurred costs in excess of $25,000 (as adjusted annually from the Contract Date by the CPI Adjustment Factor) for amounts paid or incurred to third parties (excluding any Affiliate of the Company and without markup for profit, administration or otherwise) for the performance of Major Maintenance, Repair and Replacement to the Biosolids Processing Facility. The Company's certified requisitions shall not include any costs of Managed Assets operations and maintenance personnel of the Company, but may contain charges for a project manager (not already working at the Biosolids Processing Facility) dedicated to the Major Maintenance, Repair and Replacement, however, under 9.4 B reimbursable project management costs shall be inclusive of the not to exceed amounts established in Form 3 and under 9.4.0 shall not exceed 5% of the total Major Maintenance, Repair and Replacement costs due to Uncontrollable Circumstance. All such expenses set 42 The City of Ft. Worth Service Contract Biosolids Processing Facility Improvements Article IX — Service Fee forth in the Company's certified requisitions submitted pursuant to this subsection shall be subject to Cost Substantiation. Any dispute between the parties regarding the City's approval of the Company's certified requisitions under this Section and may be referred to the dispute resolution procedures established in accordance with Section 15.9. Section 9.5 MINIMUM VOLUMES. The minimum amount of Feedstock from the City will be 22,500 dry tons per Contract Year (starting on each October 11) and prorated for any partial Contract Year. Should the amount of feedstock delivered by the City be less than 22,500 dry tons in any one Contract Year, the City will pay for 22,500 dry tons. The City will make necessary adjustments at the end of the Contract Year. City shall provide all Feedstock produced by the VCWRF other than, subject to the forgoing minimum volumes, Feedstock utilized for the VCWRF's internal purposes or de minimis amounts reserved for specific purposes such as pilot treatment programs conducted by the City. SECTION 9.6 EXTRAORDINARY ITEMS CHARGE OR CREDIT. An Extraordinary Item shall be defined as cost or credit that is not associated with Managed Asset maintenance, repair or replacement but is attributed to an Uncontrollable Circumstance, the consequences of a Performance Guarantee excursion, or to a mutually agreeable service fee charge or credit. For purposes of compliance with Section 9.11, upon the occurrence of any event giving rise to an Extraordinary Item and in advance of the payment of any Extraordinary Item, the City and the Company agree, to treat and designate the particular Extraordinary Item in one of the following ways: (1) an ongoing adjustment to the Operating Charge in a stated dollar amount to be effective in a specified Contract Year; (2) a one-time adjustment to the Operating Charge in a stated dollar amount to apply for a specified Contract Year; (3) an amount equal to any reimbursement to the City based upon the costs incurred by the City for providing any Required insurance pursuant to subsection 16.1(2)(K); (4) an amount in the nature of actual and direct expenses (without markup for profit, administration or otherwise) paid by the Company to unrelated third parties in connection with the Extraordinary Item; (5) a one-time amount or an amount to be paid annually for each remaining Contract Year in the Initial Term, resulting from a City Request or caused by an Uncontrollable Circumstance that is in the nature of a capital expenditure for acquisition, construction, improving or equipping of the Managed Assets, as contrasted with a payment in the nature of compensation for services in managing or operating the Managed Assets; (6) an amount in the nature of performance credits, indemnification payments or other payments of a similar, but specifically described, nature to be paid by the Company to the City; or (7) such other manner as mutually agreed by the Parties. SECTION 9.7 BILLING AND PAYMENTS AND REIMBURSEMENTS. A Billing. The city shall pay the Service Fee in monthly installments equal to the sum of: (1) the product of the Operating Charge times the difference between the monthly amount of biosolids received less the monthly amount of Non -Compliant Residuals on a dry weight basis; (2) any monthly MRR Costs Charge (Not eligible during the initial term, and capped during Renewal Period #1 and #2 at the not -to -exceed amounts provided by the Proponent as Part of their submission included in Price Submission Form 3, unless deemed an Uncontrollable Circumstance); (3) any Extraordinary Items determined on a monthly basis; (4) one -twelfth of any Extraordinary Items determined on an annual basis in accordance with Section 9.6 and (5) any adjustments, 43 The City of Ft. Worth Service Contract Biosolids Processing FacilitV Improvements Article IX -Service Fee plus or minus, to reconcile any prior monthly Service Fee payments. Any overpayment from prior months shall be credited against the monthly Service Fee payment. (B) Payment. The Service Fee for each month shall be on account of the Contract Services rendered during the prior month. If the Company provides the City with an invoice by the fifteenth day of each month which sets forth the Monthly Service Fee for the prior month and which shows the Monthly Service Fee and each .component thereof as calculated for the then current Contract Year, together with the accumulated payments for each component to the date of such invoice and such other documentation or information as the City may reasonably require to determine the accuracy and appropriateness of the invoice, then the City shall pay the invoice within 30 days of receipt, subject to the City's rights to dispute the invoice pursuant to Section 9.10.1-ate payments shall accrue interest from the date due until the date paid at the Overdue Rate. (C) Fines or Penalties. The Company shall pay or reimburse the City for all fines or penalties which are issued to the City to the extent due to the services, omission or other action of the Company related to the performance of this Services Contract. (D) Performance Credit Invoicing. The City shall notify the Company of any Performance Credits incurred by the Company or other reimbursements due to the City and, unless submitted to dispute resolution under this Service Contract, the Company shall include such Performance Credits and reimbursements as an Extraordinary Item in the next monthly invoice provided to the City in accordance with this Section. In the event the Company does not include such undisputed Performance Credits or other reimbursements in the next monthly invoice provided to the City in accordance with this Section, the City shall have the right to offset the Service Fee otherwise payable for such monthly invoice by the amount of such Performance Credits or other reimbursement. SECTION 9.8 ESTIMATES AND ADJUSTMENTS. (A) Pro Rata Adjustments. Any computation made on the basis of a stated period shall be adjusted on a pro rata basis to take into account any initial or final period which is a partial period. For purposes of this subsection, a month shall be taken as a month containing 30 days and a year shall be taken as a year containing 360 days. (E) Budgeting. For City budgeting purposes, no later than the June 1 preceding each Contract Year, the Company shall provide to the City a written statement setting forth for such Contract Year its reasonable estimate of the aggregate Service Fee, including each component thereof, and the CPI Adjustment Factor. After the initial term, the Company's written statement shall include the Company's anticipated schedule, on a month by month basis, for Major Maintenance, Repair and Replacement. SECTION 9.9 ANNUAL SETTLEMENT. (A) Generally. Within 30 days after the end of each Contract Year, the Company shall provide to the City an Annual Settlement Statement. The City or the Company, as appropriate, shall pay all known and undisputed amounts within 60 days after receipt or delivery of the Annual Settlement Statement. If any amount is then in dispute or is for other reasons not definitely known at the time the Annual Settlement Statement is due, the Annual Settlement Statement shall identify the subject matter and reasons for such dispute or uncertainty and, in cases of uncertainty, shall include a good faith estimate by the Company of the amount in question. When the dispute is resolved or the amount otherwise finally determined, the Company shall file with the City an amended Annual Settlement Statement which shall, in all other respects, be subject to this Section. SECTION 9.10 BILLING STATEMENT DISPUTES. If the City disputes any amount billed by the Company, the City may either (1) pay the disputed amount when otherwise due, and provide the Company with a written objection indicating the amount that is being disputed, or (2) pay the undisputed amount, and withhold the 44 The City of Ft. Worth Service Contract Biosolids Processing Facility Improvements Article IX —Service Fee disputed amount, when due, and provide the Company with written objection as aforesaid within the time when the disputed amount would otherwise have been payable. When any billing dispute is finally resolved, if payment by the City to the Company of amounts withheld or reimbursement to the City by the Company of amounts paid under protest is required, such payment or reimbursement shall be made within 45 days after the date of resolution, with interest at the Overdue Rate calculated from the date on which the payment was or would have been paid to the date on which the payment is reimbursed or paid. SECTION 9.11 PRIVATE BUSINESS USE RESTRICTIONS. (A) Payments to the Company. It is the intent of the City and the Company that this Service Contract shall be construed and applied so as to constitute a management contract that does not result in private business use of property financed by the City within the meaning and intent of the applicable regulations and rulings of the Internal Revenue Service. In particular, the City and the Company agree that, notwithstanding any provision of this Service Contract to the contrary, the City shall be under no obligation to, and shall not, pay compensation for services to the Company for any Contract Year, if such payment, or any portion thereof, would result in less than 80% of the Company's compensation for services for such Contract Year being based on a periodic fixed fee or would result in any portion of the Company's compensation being based on net profit, as such terms are defined in Internal Revenue Service Revenue Procedure 97-13 ("Rev. Proc. 97-13"). The payment by the City of any reimbursable costs to the Company pursuant to Sections 9.4 shall not constitute "compensation for services" for purposes of this Section. The City and the Company further agree that any such payment or portion thereof that is not made by virtue of this subsection shall be paid to the Company, without interest, during the next annual period in which such payment will not result in less than 80% of the Company's compensation being based on a periodic fixed fee or in which such payment will not be based on net profit, all as defined by Rev. Proc. 97-13; provided, however that the Company shall have no right to amounts earned by the Company during the course of the Term and not paid to the Company as of the end of the Term due to the restrictions imposed by this Section, and the City shall not pay such amounts to the Company. SECTION 9.12 TAX EXEMPTION OF MANAGED ASSETS. It is the intent of the parties that the Managed Assets shall be municipally owned property and not subject to real property or possessory interest taxation. If the Company is nonetheless required to pay any real property or possessory interest tax on account of the Managed Assets, the Company shall be entitled to recover the amount paid as an Extraordinary Item charge pursuant to Section 9.6. SECTION 9.13 TAXES AND FEES. Except as provided in Section 9.12, the Company shall be responsible for all federal, State, county and municipal Taxes and Fees and any other tax or fee imposed in connection with its performance of the Contract Services, including all City taxes and business license fees. The Company acknowledges that these Taxes and Fees have been priced into the Fixed Design -Build Price, and the Service Fee, as applicable, and agrees to pay all such Taxes and Fees without reimbursement from the City. 45 ARTICLE X PERMITTING, DESIGN AND CONSTRUCTION OF THE BIOSOLIDS PROCESSING FACILITY CAPITAL IMPROVEMENTS SECTION 10.1. DESIGN -BUILD GENERALLY. (A) Commencement of Design -Build Work. On the date established by the "Design -Build Notice to Proceed" issued concurrent with or immediately subsequent to the Contract Date, the Company shall promptly proceed to undertake, perform and complete the Design -Build Work in accordance with the Contract Standards. The time for completion of the Company's performance of the Design -Build Work `shall commence on the Design -Build Notice to Proceed Date and shall end on the Scheduled Acceptance Date plus any Extension Period. (B) Elements of the Design -Build Work. In performing the Design -Build Work generally, the Company shall, in accordance with the Contract Standards, and without limitation: (1) apply for, obtain and maintain all Governmental Approvals required for the Design -Build Work; (2) comply with all reporting obligations set forth herein; (3) prepare and excavate the Managed Asset grounds to the extent necessary to construct the Biosolids Processing Facility Capital Improvements; (4) demolish and remove existing improvements to the extent necessary to construct the Biosolids Processing Facility Capital Improvements; (5) re-route or replace any underground Utilities to the extent necessary to construct and operate the Biosolids Processing Facility Capital Improvements; (6) remove from the Sites and dispose of any demolition or construction debris resulting from the Design -Build Work and any unused soil excavated therefrom; (7) design and construct the Biosolids Processing Facility Capital Improvements; (8) conduct commissioning and startup operations; (9) conduct the Acceptance Tests and achieve Acceptance; and (10) achieve Final Completion. The Project Schedule set forth in Schedule 16 and the Scheduled Acceptance Date is predicated upon obtaining a Categorical Exclusion from the TCEQ for the Biosolids Processing Facility Improvements. Should TCEQ deny the Categorical Exclusion and require a full Environmental Information Document and a Finding of No Significant Impact, Contractor shall be entitled to a 60-day extension of the Scheduled Acceptance Date to obtain the Finding of No Significant Impact. (C) Schedule and Reports. Within 30 days after the Design -Build Notice to Proceed Date, the Company shall prepare and provide the City with the "critical path method" schedule for the Design -Build Work in accordance with Appendix 5. Throughout the Design -Build Period the Company shall submit to the City a monthly progress schedule and report in accordance with the requirements of Appendix 9. (D) Quality Assurance and Quality Control; Value Engineering. The Company shall develop the Design -Build Quality Management Plan in accordance with the requirements set forth in Appendices 5 and 7 (Quality Program). The Company shall have full responsibility for quality assurance and quality control for the Design -Build Work, including compliance with the Design -Build Quality Management Plan. The Company shall perform value engineering of the Design -Build Work in accordance with the Design -Build Quality Management Plan. (E) Title and Risk of Loss. Title to the structures, improvements, fixtures, machinery, equipment and materials constituting the Biosolids Processing Facility Capital Improvements shall pass to the City upon incorporation in the Managed Assets or final payment therefor by the City, whichever first occurs, free and clear of all Encumbrances, as provided in subsection (G) of this Section. The Company shall, however, bear all risk of loss concerning such structures, improvements, fixtures, machinery, equipment and materials until Acceptance has occurred, regardless of the extent to which the loss was insured or the availability of insurance proceeds, and except to the extent caused by City Fault. The procedures set forth in Section 10.17 shall be applicable in the event of any damage to, loss or the destruction of the Design -Build Work at the Sites. Notwithstanding anything set forth in this subsection or Section 10.17, the Company shall bear all risk of loss concerning any structures, improvements, fixtures, machinery, equipment or materials stored at any location 46 The City of Ft. Worth Biosolids Processing Facility Service Contract Article X—Permitting, Design and Construction other than the Sites, regardless of whether the City has paid for any such structures, improvements, fixtures, machinery, equipment or materials. (F) Encumbrances. The Company shall not directly or indirectly, without the City's consent, create or permit to be created or to remain, and shall promptly discharge or bond any encumbrance arising on the Biosolids Processing Facility Capital Improvements, Capital Improvement Sites or Design -Build Work. (G) Interfaces. The Company shall determine the notification protocol for all Utility providers for shut down and shall coordinate with the City and all applicable Utility providers for shutdowns required to complete all interfaces with other components of the village Creek Water Reclamation Facility in performing the Contract Services. (H) Software Programming. The Company's obligation to perform the Design -Build Work includes the obligation to provide all software programming for the monitoring instrumentation and controls relating to the Managed Assets, as specifically set forth in Appendix 4 (Technical Specifications). (I) Environmental Requirements. All Design -Build Work shall be performed in accordance with the environmental requirements set forth in Appendix 4. (1) Payment of Costs. The Company shall pay directly all costs and expenses of the Design - Build Work of any kind or nature whatsoever, including all costs of permitting (but excluding permitting fees assessed by the City, which are waived); regulatory compliance and Legal Proceedings brought against the Company; obtaining and maintaining the Security Instruments and Required Insurance; payments due under Subcontracts with Subcontractors or otherwise for all labor and materials; legal, financial, engineering, architectural and other professional services of the Company; sales, use and similar taxes on building supplies, materials and equipment; temporary utilities required for the performance of the Design -Build Work; general supervision by the Company of all Design -Build Work; Company preparation of schedules, budgets and reports; keeping all construction accounts and cost records; and all other costs required to achieve Final Completion. (K) Notice of Default. The Company shall provide to the City, promptly following the receipt thereof, copies of any notice of default, breach or non-compliance received under or in connection with any Governmental Approval, Subcontract, Security instrument or other transaction agreement pertaining to the Design -Build Work. (L) Required Engineer -of -Record Certification and Licensing Requirements. Any notice, certification, report or application delivered by the Company to the City in connection.with the Design -Build Work, or payment therefor shall be accompanied by a signed and sealed certificate of the Engineer -of -Record affirming the accuracy thereof to the best of his or her knowledge. The form of certification required pursuant to this subsection shall comply with all requirements of Applicable Law. Architects, operators, and engineers engaged by the Company for design services shall be licensed to practice in the State and shall be experienced and qualified to perform such services. The Engineer -of -Record shall stamp all drawings and specifications. (M) Performance of Management Services during Design -Build Work. The Company shall undertake, design, construct and execute the Design -Build Work in a manner which does not interfere with or impair the performance of the Management Services or adversely affect compliance with the Performance Guarantees, and the Company assumes the risk that the Design --Build Work can be accomplished in such a manner. (N) Emergency Personnel Access. The Company shall at all times during the Term provide access to any federal, State or local, as applicable, emergency personnel and vehicles, including but not limited to police and fire personnel and vehicles, requiring access to the Managed Assets or the Sites, and shall not interfere in any manner with emergency operations performed by such emergency personnel at the Managed Assets or the Sites. 47 575224.6 032168 CTR The City of Ft. Worth Biosolids Processing Facility SECTION 10.2. CONSTRUCTION DATE. Service Contract Article X -- Permitting, Design and Construction (A) Construction Date Generally. The Construction Date shall be established pursuant to subsection (C) of this Section following satisfaction by the Company of its obligations pursuant to subsection (B) of this Section. The requirements and conditions set forth in subsection (B) of this Section shall be the "Construction Date Conditions" hereunder. (B) Company Obligations. Without the City's prior written approval, the Company shall not commence with the physical construction of the Biosolids Processing Facility Capital Improvements prior to the satisfaction of the following Construction Date Conditions: (a) The Company shall have delivered to the City the Design -Build Work Performance and Payment Bonds and each such bond shall be in full force and effect and in compliance with the requirements of Section 17.2. (b) Submittal and acceptance of MBE Utilization Plan showing compliance with MBE construction commitment. (c) The TWDB Environmental Information Document has been finalized, with a Finding of No Significant Impact (FONSI). (d) The Company shall have provided the City with certificates for all Required Design -Build Period Insurance in accordance with Section 16.1 A. and shall certify that all such policies are in full force and effect and in compliance with the requirements of Section 16.1 A. (e) The Company shall have certified that it has completed all pre -construction requirements set forth in Appendix 5 and shall have provided the City with a final master schedule for the performance of the Design -Build Work in accordance with Appendix 5. (f) The Company shall have made all arrangements necessary with either the City or Utility providers to secure the availability of all Utilities required to construct and operate the Managed Assets. (g) The Company shall have satisfied all requirements of Applicable Law with respect to the commencement of construction and shall have obtained all Governmental Approvals required for the commencement of the physical construction of the Biosolids Processing Facility Capital Improvements and ail such Governmental Approvals shall be in full force and effect. (h) The Company shall have submitted the design submittal protocol in accordance with the requirements of Appendix 9 and shall have complied with the design submittal requirements set forth in subsection 10.5 (City Review and Comment on Design Documents) to the extent necessary to commence with the physical construction. (i) The Company and the City have met with the TCEQ and TWDB to establish the protocol for review and release of construction work packages. (C) Establishment of the Construction Date. The Company shall provide 10 days' written notice to the City as to the satisfaction of the Construction Date Conditions and the date it proposes to establish as the Construction Date hereunder. The date proposed by the Company shall constitute the Construction Date hereunder unless the City, by written notice to the Company delivered not later than three days prior to the Construction Date proposed by the Company, determines that the Construction Date Conditions have not been satisfied. In no event shall the Construction Date be established prior to the satisfaction by the Company of the Construction Date Conditions. In the event the City determines that the Company has not satisfied the Construction Date Conditions, notwithstanding the Company's notice pursuant to this Section, the City shall 48 The City of Ft. Worth Biosolids Processing Facility Service Contract Article X — Permitting, Design and Construction indicate which conditions the Company has failed to satisfy in its notice to the Company pursuant to this subsection, and the Company shall satisfy all such conditions prior to the establishment of the Construction Date. Absent the occurrence of Uncontrollable Circumstances as and to the extent provided in this Service Contract, no delay in the establishment of the Construction Date shall entitle the Company to any price, schedule or performance relief hereunder. Upon the establishment of the Construction Date, the Company shall have the right to proceed with the physical construction of the Biosolids Processing Facility Capital Improvements. SECTION 10.3. SUITABILITY OF THE CAPITAL IMPROVEMENT SITES. (A) Familiarity with the Capital Improvement Sites. The Company acknowledges that the Company's agents, representatives and Subcontractors have visited, inspected and are familiar with the Capital Improvement Sites, their subsurface and surface physical condition relevant to the obligations of the Company pursuant to this Service Contract, including surface conditions, soil conditions (including geotechnical report prepared for the biosolids tank located in the data room), roads, telemetry, emergency equipment, utilities, topographical conditions and air and water quality conditions; that the Company is familiar with all local and other conditions that may be material to the Company's performance of its obligations under this Service Contract (including transportation and parking; seasons and climate; access, lighting, availability, disposal, handling and storage of materials and equipment; structures and availability and quality of labor), and has received and reviewed all information regarding the Capital Improvement Sites provided to it as part of the City's procurement process; and that based on the foregoing, the Capital Improvement Sites constitute acceptable and suitable sites for the construction and operation of the Biosolids Processing Facility Capital Improvements in accordance herewith, and the Biosolids Processing Facility Capital Improvements can be constructed on the Capital Improvement Sites within the Fixed Design -Build Price and by the Scheduled Acceptance Date. (B) Independent Verification. The Company acknowledges that the Company is responsible for the independent verification and confirmation of all information supplied to it by or on behalf of the City and upon which it elects to rely in connection herewith. No error or omission in any information supplied to the Company by or on behalf of the City shall constitute an Uncontrollable Circumstance or relieve the Company from any of its obligations or entitle the Company to any increase in compensation hereunder, except to the extent provided in Section 10.4 with respect to Regulated Site Conditions and Differing Site Conditions. (C) Sites Investigations During the Transition Period. The Company shall have access to the Site during the Transition Period for the purposes of performing such engineering and analysis, including such additional subsurface and geotechnical studies or tests as deemed necessary by the Company for the performance of the Design -Build Work. SECTION 10.4. SURFACE AND SUBSURFACE GEOTECHNICAL CONDITIONS. (A) General. The only relief to which the Company shall be entitled hereunder due to any surface or subsurface condition encountered in the performance of the Contract Services shall be relief based on the discovery of Regulated Site Conditions or Differing Site Conditions. The Company shall be entitled to Uncontrollable Circumstance relief in the event of the discovery of Differing Site Conditions or Regulated Site Conditions as and to the extent provided in this Section and Section 16.3. (B) Differing Site Conditions. The Company and the City have assumed the existence of certain surface and subsurface geotechnical conditions at the Sites, as reflected in the geotechnical baseline conditions set forth in Reference Document C (Geotechnical Report). The Company represents and warrants that, as of the Contract Date, it has no knowledge of any surface or subsurface geotechnical conditions that would constitute Differing Site Conditions hereunder. In the event that the Company encounters a Differing Site Condition in the performance of the Design -Build Work, the Company shall provide prompt written notice to the City of such condition, which notice shall not be later than five days after such condition is first known to 49 The City of Ft. Worth Biosolids Processing Facility Service Contract Article X—Permitting, Design and Construction the Company. The Company shall, to the extent reasonably possible, provide such notice before the Differing Site Condition has been disturbed or altered and shall notify the City of its intended course of action to address the Differing Site Condition. The City shall then promptly investigate or cause to be investigated the alleged Differing Site Condition set out in the Company's notice. The Company shall be entitled to Uncontrollable Circumstance relief as and to the extent provided in Section 16.3 in the event that it encounters a Differing Site Condition (C) Company Obligations with Respect to Regulated Site Conditions. The Company represents and warrants that, as of the Contract Date, it has no knowledge of any Regulated Site Conditions other than those Regulated Site Conditions disclosed by the City prior to the Contract Date. In performing the Design -Build Work, the Company shall exercise due care, in light of all relevant facts and circumstances, to avoid exacerbating any Regulated Site Condition after the location and existence of such Regulated Site Condition has been disclosed to the Company or becomes known by the Company through physical observation (including any such observation made during excavations). Upon encountering a Regulated Site Condition, the Company shall provide prompt written notice to the City of such condition, which notice shall not be later than five days after such condition is first known to the Company. The Company shall, to the extent reasonably possible, provide such notice before the Regulated Site Condition has been disturbed or altered. Except for the Company's failure to provide such notice and exercise due care with respect to such disclosed or known Regulated Site Condition,, the Company shall not be responsible for any Regulated Site Condition and shall be entitled to Uncontrollable Circumstance relief in connection therewith in accordance with and to the extent provided in Section 16.3. The parties acknowledge and agree, however, that Regulated Site Conditions shall not include any condition involving Regulated Substances used, stored or otherwise brought to the Site by the Company or any Subcontractor. The Company shall comply, and shall cause all Subcontractors to comply, with the Contract Standards, including the specific requirements set forth in Appendix 10, in using or storing any Regulated Substances on the Sites and shall assume all risks associated with such activities and indemnify, defend and hold harmless the City Indemnitees in accordance with and to the extent provided in Section 16.2 from and against all Loss -and -Expense resulting therefrom. (D) City Obligations with Respect to Regulated Site Conditions. If at any time a Regulated Site Condition is determined to exist which (1) reasonably requires a Response Action or other action in order to comply with Applicable Law, (2) interferes with the performance of the Design -Build Work, or (3) increases the cost to the Company of performing, or the time necessary for the Company to perform, the Design -Build Work, then the City shall promptly, after written notice from any Governmental Body or the Company of the presence or existence thereof, commence and diligently prosecute Response Actions or other actions as may be necessary under Prudent Engineering and Construction Practice to dispose of, remediate or otherwise correct the Regulated Site Condition or otherwise make the Regulated Site Condition comply with Applicable Law. The City shall have the right to contest any determination of a Regulated Site Condition and shall not be required to take any action under this subsection so long as: (i) the City is contesting any determination of a Regulated Site Condition in good faith by appropriate proceedings conducted with due diligence; and (ii) Applicable Law permits continued design or construction of the Biosolids Processing Facility Capital Improvements pending resolution of the contest, so that the Company shall have no liability or unexcused delay as a result of the failure of the City to dispose of, remediate or otherwise correct such Regulated Site Condition during the period of contest. The City acknowledges that the Company shall not be considered a generator (as defined by Applicable Law) of a Regulated Site Condition and shall release and hold harmless the Company from any such claim except for such damages or claims caused by the negligence or willful misconduct of Company or its Subcontractors. SECTION 10.5. COMPANY DESIGN WORK. (A) Performance of the Design Work. The Company agrees to undertake, perform, and complete the designs and plans in accordance with the Contract Standards. The Company shall make design submittals to the City in accordance with Appendix 9. All Company working and final Design Documents shall comply with the Design and Construction Requirements and shall ensure that the Biosolids Processing Facility Capital Improvements are constructed to a standard of quality, workmanship integrity, durability, sustainability 50 The City of Ft. Worth Biosolids Processing Facility Service Contract Article X — Permitting, Design and Construction and reliability which is equal to or better than the standard established by the Design and Construction Requirements. The Company shall be responsible for the professional quality, technical accuracy, timely completion and coordination of all Design Documents and shall, without additional compensation, correct or revise any errors, omissions or other deficiencies in the Design Documents. (B) Design Risk. The Company shall have the sole and exclusive responsibility and liability for the design, construction and performance of the Biosolids Processing Facility Capital Improvements. Without limiting the Company's right to claim relief in the event of Uncontrollable Circumstances, to the extent provided in this Service Contract, all risks relating to the design, construction and performance of the Managed Assets, as improved by the Biosolids Processing Facility Capital Improvements, including all risks of design defects, constructability and efficacy, have been transferred to the Company under this Service Contract. (C) City Review and Comment on Design Documents. The Company shall provide the City with the design submittal protocol in accordance with the specific requirements set forth in Appendix 9. The City shall have the right to review and comment on all Design Documents as provided in Appendix 9, in order to confirm the compliance and consistency of the Design Documents -with the Design and Construction Requirements. In no event shall the Company proceed with the physical construction of any particular segment of the Design -Build Work without first complying with the requirements of the design submittal protocol and Appendix 9. The parties acknowledge and agree that the review and comment rights of the City under this subsection are intended for the informational purposes of the City and for the City to determine whether the Design Documents comply with the Technical Specifications. (D) Changes to the Technical Specifications. The Company acknowledges the City's material interest in each provision of the Design and Construction Requirements and agrees that no change to the Design and Construction Requirements shall be made except with the written consent of the City solely in accordance with Sections 10.7 and 10.8. (E) Documents at the Capital Improvement Sites. The Company shall maintain at the Capital Improvement Site in a safe and dry location one record copy of all drawings, specifications, addenda, Change Orders, graphic or written instructions, interpretations and clarifications, and all other documents related to the Design -Build Work, in good order, up to date and marked currently to record all changes made during construction, together with blueprints, general arrangements, manufacturing and shop drawings and product data and samples applicable to the Design -Build Work. These documents shall be available to the City for reference, copying and use, and a complete set thereof shall be delivered to the City upon completion of the Design -Build Work. SECTION 10.5 MBE/SBE GOALS. The Company must comply with its SBE/MBE Plan submitted in its RFP and commits to meet an SBE participation goal of 15% for the Design Phase Services for this Project. Company must meet the MBE goal of 10% during construction phase services to meet a minimum qualification for self -performing any or all of the construction phase services. SECTION 10.7 CHANGESTOTHE DESIGN AND CONSTRUCTION REQUIREMENTS. (A) Changes Made at Company Request. The Company shall have the right to propose Design and Construction Requirement Changes for the City's consideration. The City shall have the absolute right to accept, reject or modify any Design and Construction Requirement Change proposed by the Company pursuant to this subsection. Any such Design and Construction Requirement Change accepted or modified by the City, and any related change in the terms and conditions ofthis .Service Contract, shall be reflected in a Change Order. (B) Changes Made Due To Uncontrollable Circumstances. Upon the occurrence of an Uncontrollable Circumstance prior to the Acceptance Date, the City (or the Company at City's direction) shall promptly proceed, subject to the terms, conditions and procedures set forth in Section 15.3 (Uncontrollable Circumstances), to make or cause to be made all Design and Construction Requirement Changes reasonably 51 The City of Ft. Worth Biosolids Processing Facility Service Contract Article X— Permitting, Design and Construction necessary to address the Uncontrollable Circumstance. The Company shall consult with the City concerning possible means of addressing and mitigating the effect of any Uncontrollable Circumstance, and the Company and the City shall cooperate in order to minimize any delay, lessen any additional cost and modify the Design - Build Work so as to permit the Company to continue providing the Contract Services in light of such Uncontrollable Circumstance. The design and construction costs resulting from any such Design and Construction Requirement Change and any related operation, maintenance, repair and replacement costs, shall be borne by the City to the extent provided in Section 16.3. (C) Changes Required By Governmental Bodies. The parties recognize that a Governmental Body may impose terms and conditions in connection with a Governmental Approval that require a Design and Construction Requirement Change. In the event of the imposition of any such additional terms and conditions imposed by a Governmental Body, the Company shall promptly proceed to make or cause to be made all Design and Construction Requirement Changes reasonably necessary to comply with such additional terms and conditions, provided, however, that the City may elect to contest any such additional terms and conditions if such terms and conditions are not acceptable to the City; provided, further, that, if such contest by the City delays the performance of the Design -Build Work, the Company shall be entitled to Uncontrollable Circumstance relief. Pursuant to and to the extent provided in Sections 10.5 and 10.9, the Company shall bear the risk of the imposition of any such additional terms and conditions imposed by a Governmental Body in connection with a Governmental Approval. Accordingly, the design and construction costs -resulting from any Design and Construction Requirement Change required under this subsection, and any related operation, maintenance, repair and replacement costs, shall be borne by the Company to the extent provided in Sections 10.5 and 10.9. (D) Changes Required by the City. The City shall have the right to make Design and Construction Requirement Changes at any time prior to Final Completion, as applicable, at its own discretion for any reason whatsoever, whether and however the exercise of such rights affects this Service Contract so long as the Company's rights are protected as provided in this subsection. The Company shall be entitled to a Change Order providing appropriate price, schedule, performance and other relief in the event of a Design and Construction Requirement Change made at the direction of the City under this subsection, including, as appropriate, any price or performance relief associated with the impact of any such Design and Construction Requirement Change on the performance of the Management Services, if any; provided, however, that the Company shall not be entitled to any such price, schedule, performance or other relief to the extent that any such Design and Construction Requirement Change is required due to Company Fault. The City shall have no obligation to make any Design and Construction Requirement Change under this Section. SECTION 10.8 UNILATERAL CHANGE DIRECTIVES. (A) Generally. The parties intend to negotiate the terms of any Change Order providing for a Design and Construction Requirement Change pursuant to Section 10.7 prior to the Company incurring any costs with respect to any such change or adjustment. The Company shall consult with the City concerning possible means of addressing any proposed Design and Construction Requirement Change pursuant to Section 10.7 and, without limiting any of the rights of the City, the Company and the City shall cooperate in order to minimize any delay and lessen any additional cost in light of such proposed Design and Construction Requirement Change. However, notwithstanding the foregoing, the City shall have the right to issue a written order, prepared and signed by an authorized representative of the City and approved by the City Manager directing a Design and Construction Requirement Change pursuant to this Section (a "Unilateral Change Directive"). Upon receipt of a Unilateral Change Directive, the Company shall promptly proceed with the performance of any change in the Design -Build Work, as instructed and shall promptly advise the City in writing of the Company's agreement (or disagreement) with any price, performance or schedule relief, if any, as may be proposed by the City in the Unilateral Change Directive. If the Company receives a written communication signed by the City, which the Company believes is a Unilateral Change Directive that is not so identified, it shall not proceed with the purported change in the Design -Build Work, until it receives written confirmation from the City that such communication is in fact a Unilateral Change Directive. A Unilateral Change Directive that is signed by the 52 The City of Ft. Worth Biosolids Processing Facility Service Contract Article X — Permitting, Design and Construction Company and the City reflecting the scope of work and any price, schedule and performance relief, if any, shall be deemed a Change Order. All Unilateral Change Directives shall address the impact (including cost), if any, such change will have on the Management Services. (B) Disagreement with Terms of a Unilateral Change Directive. If the Company disagrees in writing with the suggested price, schedule or performance relief, if any, set out in the Unilateral Change Directive, either party may elect to initiate dispute resolution procedures. In such case, the Company shall keep and present, in such form as the City may request, an itemized accounting to go with the appropriate supporting data with respect to the Company's position. The Company shall provide notice of any disagreement pursuant to this subsection within 10 days after receipt of the Unilateral Change Directive. SECTION 10.9 DESIGN -BUILD WORK PERMITTING RESPONSIBILITIES. (A) Applications and Submittals. The Company shall prepare and make all filings, applications and reports and take all other action necessary to obtain and maintain, and shall obtain and maintain, all Governmental Approvals necessary to commence, continue and complete the Design -Build Work and achieve Acceptance in accordance with Appendix 6. where required under Applicable Law or requested by the City in its sole discretion, Governmental Approvals shall be obtained in the name of the City, name the City as a co- permittee or recognize the City as beneficiary of the Governmental Approval, and in connection therewith, the Company shall: (1) prepare the application and develop and furnish all necessary supporting material; (2) supply all data and information which may be required; (3) familiarize itself with the terms and conditions thereof; (4) attend all required meetings and hearings and, at the request of the City, assume the lead role in handling any such meetings and hearings; and (5) take all other action necessary in obtaining, maintaining, renewing, extending and complying with the terms thereof. All permit and filing fees required in order to obtain and maintain the Governmental Approvals (other than Governmental Approvals required as a result of an Uncontrollable Circumstance), shall be paid by the Company, regardless of the identity of the applicant or permittee; provided, however, that the City shall pay the permitting fees associated with the City Building Permits in accordance with subsection (F) of this Section. The Company shall not disadvantage the City in any application, data submittal or other communication with any Governmental Body regarding any Governmental Approval. The City shall have the right to attend any proceedings associated with a Governmental Approval. The Company shall provide written notice of meetings. The final terms and conditions of any Governmental Approval to be obtained and maintained by the Company shall be subject to the City's approval, which approval shall not be unreasonably withheld or delayed. (B) Data and Information. All data, information and action required to be supplied or taken by the Company in connection with the Governmental Approvals shall be supplied and taken on a timely basis considering the requirements of Applicable Law and the responsibilities of the City as the legal and beneficial owner of the Managed Assets. The data, information and meeting agendas supplied by the Company to the City and all Governmental Bodies in connection therewith shall be correct and complete in all material respects, and shall be submitted in draft form to the City prior to submitting such data and information to the applicable Governmental Body to allow full and meaningful review and comment by the City. The Company shall be responsible for any schedule and cost consequences which may result from the submission of materially incorrect or incomplete information. (C) Non -Compliance and Enforcement. The Company shall report to the City and, as appropriate, other Governmental Bodies, immediately upon obtaining knowledge thereof, all violations of the terms and conditions of any Governmental Approval or Applicable Law pertaining to the Managed Assets. The City shall have the right to independently enforce compliance with this Service Contract regarding the requirements of any Governmental Approval regardless of whether a concurrent or different regulatory enforcement action has been undertaken by any other Governmental Body. (D) Reports to Governmental Bodies. The Company shall prepare all reports, make all information submittals and provide all notices to all Governmental Bodies required by all Governmental 53 The City of Ft. Worth Biosolids Processing Facility Service Contract ArticleX— Permitting, Design and Construction Approvals and under Applicable Law with respect to the Design -Build Work. Such reports shall contain all information required by the Governmental Body, and may be identical to comparable reports prepared for the City, if such are acceptable to the Governmental Body. The Company first shall provide the City with copies of such regulatory reports and then with the Governmental Body; provided, however, that in the event that Applicable Law requires immediate filing with the Governmental Body, the Company shall provide such copies to the City concurrently with the filing with the Governmental Body. The Company shall certify to the City the accuracy and completeness of all reports, submittals, data and other information proposed for filing. (E) Potential Regulatory Change. The Company shall keep the City regularly advised as to potential changes in regulatory requirements affecting the Design -Build Work of which the Company has knowledge, and shall provide recommended responses to such potential changes so as to mitigate any possible adverse economic impact on the City should a Change in Law actually occur. (F) Limited Permitting Assistance by the City. The Company shall be responsible for obtaining the City Building Permits in accordance with this Section and the City shall waive the permitting fees associated with the City Building Permits. The City shall not be responsible for any other Company costs associated with the City Building Permits. The City shall provide reasonable assistance to the Company in connection with the Company's obligation to obtain and maintain the Governmental Approvals required to be obtained by the Company, including signing permit applications, attending public hearings and meetings of the Governmental Bodies charged with issuing the Governmental Approvals, and providing the Company with existing relevant data and documents that are within the City's custody or control or are reasonably obtainable by the City and which are reasonably required for such purpose; provided, however, that the City's obligation to provide such reasonable assistance shall be limited, in light of the Company's primary role in the permitting and development of the Biosolids Processing Facility Capital Improvements, only to those actions which are legally required to be taken by the City as permittee or co-permittee or which involve providing information which is in the possession of or reasonably obtainable by the City. Any such assistance shall be provided only upon the reasonable request of the Company made directly to the City, and the City shall have no affirmative obligation independently to initiate or to provide such assistance. This covenant shall not obligate the City to staff the Company's permitting or development efforts, to undertake any new studies or investigations with respect to the Biosolids Processing Facility Capital improvements, or to affirmatively seek to obtain the issuance of the Governmental Approvals required to be obtained by the Company pursuant to this Section. (G) Company Assumption of Permitting Risk. The Company explicitly assumes the risk of obtaining and maintaining the Governmental Approvals required to be obtained by the Company pursuant to this Section, including the risk of delay, non -issuance or the imposition of any term or condition in connection therewith by a Governmental Body; provided, however, that the Company shall be afforded relief from the assumption of such risk in the event of the occurrence of any Change in Law and to the extent provided in this Section. In assuming this risk, the Company acknowledges in particular that (except as otherwise specifically provided in this Section) the delay or non -issuance of any Governmental Approval required for the commencement of construction will have the effect of compressing the period within which the completion of construction, testing and all other Design -Build Work must be completed hereunder. The Company further acknowledges that a Governmental Body, in issuing any Governmental Approval, may impose terms and conditions which require the Company to make changes or additions to the Design -Build Work which may increase the cost, time or risk to the Company of performing the Design -Build Work or the Contract Services, all of which costs, delays or risks shall be for the account of and borne by the Company (except as otherwise specifically provided in this Section). (H) Uncontrollable Circumstance Relief Associated with Certain Permitting Obligations. If in seeking to obtain a Governmental Approval set forth this Section, (1) the Company has complied with the requirements of this Service Contract; (2) the Company has submitted all applications, data, studies, reports, responses and other information required under Applicable Law and the adopted administrative practice of the Governmental Body in order to obtain the Governmental Approval; (3) the Company has in all respects used the necessary standard of care, diligence and skill in a good faith effort to obtain the Governmental Approval; (4) 54 The City of Ft. Worth Biosolids Processing Facility Service Contract Article X—Permitting, Design and Construction the Company has consistently maintained a fully responsive, engaged and respectful professional relationship with the staff and management of the Governmental Body in a manner that, while not is generally recognized among regular practitioners in the permitting field as necessary on a practical level to secure similar permits in a timely manner in light of the discretion accorded Governmental Bodies under administrative law; and (5) there has been a failure to issue a Governmental Approval date set forth in Appendix 6, then the Company shall be entitled to an adjustment to the Scheduled Acceptance Date to the extent provided below. (I) Assumed Approval Issuance Dates. The Company shall submit completed applications for each of the Governmental Approvals listed in Appendix 6 by the applicable date set forth in Volume 3, Exhibit 5-1. The Scheduled Acceptance Date shall be adjusted to account for the number of days of delay by a Governmental Body in issuing any required Governmental Approval in excess of the realistic and assumed duration of the approval date set forth in Volume 3, Exhibit 5-1, reduced by the number of days of Company delay in submitting a complete application, making re -submittals due to incomplete or incorrect information, or otherwise due to the failure of the Company to exercise reasonable diligence, but only to the extent any such Governmental Body delay actually causes delay in the Company's critical path completion schedule after the exercise of all commercially reasonable mitigation efforts by the Company. Except as specifically provided for in this Section, no delay by a Governmental Body in issuing a required Governmental Approval shall entitle the Company to any price adjustment, schedule relief or any other relief from its performance obligations hereunder. (J) Title V Air Permit. If the Biosolids Processing Facility Capital Improvements are not accorded a separate source designation, the City shall be responsible for amending its existing Title V air permit to incorporate the Biosolids Processing Facility Capital Improvements and Contractor shall timely provide_ the City with all information and assistance required to do so in as expeditious a manner as possible. SECTION 10.10 COMPLIANCE WITH APPLICABLE LAW. (A) Compliance with Applicable Law. In designing, constructing, commissioning, starting up and testing the Biosolids Processing Facility Capital Improvements the Company shall comply with Applicable Law, shall construct and operate all equipment and systems in accordance with the Contract Standards, and shall observe the same safety standards as are set forth in Section 6 with respect to the operation of the Managed Assets and such other safety requirements set forth in Appendix 10. (B) Registration, Licensing and Certification Requirements. The Company shall ensure that all persons performing Design -Build Work, including all Subcontractors, comply with all registration, licensing and certification requirements imposed by any Governmental Body. (C) Compliance with Conditions in Governmental Approvals. The Company shall comply with all conditions and requirements of all Governmental Approvals required to be made, obtained or maintained under Applicable Law in connection with the continuance of the Design -Build Work. (D) Governmental Approvals Necessary for Continued Construction. The Company shall make all necessary filings, applications and reports necessary to obtain and maintain all Governmental Approvals, including all renewals and extensions, required to be made, obtained, maintained, renewed or extended under Applicable Law in connection with the continuance of the Design -Build Work once commenced. The City, subject to the limitations set forth in this Section, as shall cooperate with the Company in connection with the foregoing undertaking. (E) Fines, Penalties and Remediation. Except to the extent excused by Uncontrollable Circumstances, in the event that the Company or any Subcontractor fails at any time to comply with Applicable Law with respect to the Design -Build Work, the Company shall: (1), promptly respond to any notice of non- compliance, warning letter, notice of violation or other enforcement and seek amicable resolution of the issues; (2) immediately correct such failure and resume compliance with Applicable Law; (3) pay any resulting fines, assessments, levies, impositions, penalties or other charges; (4) indemnify, defend and hold harmless the City 55 The City of Ft. Worth Biosolids Processing Facility Service Contract Article X— Permitting, Design and Construction Indemnitees in accordance with and to the extent provided in Section 16.3 (Indemnification) from and against all Loss -and -Expense resulting therefrom; (5) make all changes in performing the Design -Build Work that are necessary to assure that the failure of compliance with Applicable Law will not recur; and (6) comply with any corrective action plan filed with or mandated by any Governmental Body in order to remedy a failure of the Company to comply with Applicable Law. SECTION 10.11. COMPANY CONSTRUCTION PRACTICE. The Company shall perform the Design -Build Work in accordance with the Contract Standards and shall have exclusive responsibility for all construction means, methods, techniques, sequences, and procedures necessary or desirable for the correct, prompt, and orderly prosecution and completion of the Design -Build Work as required by this Service Contract, and, in particular, Appendix S. SECTION 10.12 ENGAGEMENT OF CITY AND CITY ENGINEERING REPRESENTATIVE. (A) Duties. The Company shall fully cooperate with the City and City Engineering Representative in connection with the administration of this Service Contract. It is understood that the services intended to be provided by the City and its representative and City Engineering Representative shall be of an observational and review nature only and such parties, with the exception of City Code or Fire Department inspectors, shall not have authority to interfere with, halt or delay in any way the construction of the Biosolids Processing Facility Capital Improvements or to require (as permitted by Sections 10.7 and 10.8) or approve changes to the Design and Construction Requirements. (B) Fees. The fees of the City Engineering Representative shall be paid by the City, except that the Company shall reimburse the City, on a Cost Substantiated basis, for any services performed by the City Engineering Representative in connection with each repetition of all or any portion of the Acceptance Tests unless and to the extent any such additional Acceptance Tests occur during.the Extension Period are required as a result of Uncontrollable Circumstances. SECTION 10.13. CONSTRUCTION MONITORING, OBSERVATIONS, TESTING AND UNCOVERING OF WORK. (A) Observation and Design -Build Work Review Protocol. During the progress of the Design - Build Work through Final Completion, the Company shall at all times during normal working hours afford designated representatives of the City and the City Engineering Representative every reasonable opportunity for observing all Design -Build Work and shall comply with the Design -Build Work review procedures set forth in Appendix 9. (B) Company Tests and Inspections. The Company shall conduct or cause to be conducted all tests of the Design -Build Work (including shop tests) or inspections required by the Contract Standards. The Company shall give the City and the City Engineering Representative reasonable advance notice of tests or inspections prior to the conduct thereof. In no event shall the inability, failure or refusal to attend or be present of the City or the City Engineering Representative at or during any such test or inspection delay the conduct of such test or inspection, delay the performance of the Design -Build Work, or otherwise serve as the basis for relief from the Company's obligations hereunder. The Engineer of Record shall conduct or witness any such test or inspection to the extent required by the Contract Standards. All analyses of test samples shall be conducted by persons appearing on lists of laboratories authorized to perform such tests by the State or federal agency having jurisdiction or, in the absence of such an authorized list in any particular case, shall be subject to the written approval of the City, which consent shall not be unreasonably withheld. (C) City Tests, Observations and Inspections. The City, its employees, agents, representatives and contractors (which may be selected in the City's sole discretion and shall be subject to approval by the Company which approval shall not be unrt!asonably,withheld or delayed), and all Governmental Bodies having lawful jurisdiction, may at any reasonable time and with reasonable notice conduct such observations and 56 The City of Ft. Worth Biosolids Processing Facility Service Contract Article X—Permitting, Design and Construction inspections at the Capital Improvement Sites, and such civil, structural, mechanical, electrical, chemical, or other tests as the City deems necessary or desirable to ascertain whether the Design -Build Work complies with this Service Contract. The costs of such test, observation or inspection shall be borne by the City unless such test, observation or inspection is otherwise required by the Contract Standards or reveals a material failure of the Design -Build Work to comply with this Service Contract or Applicable Law, in which event the Company shall bear all reasonable costs and expenses of such test, observation or inspection. Company shall cooperate with City Representative for coordination of City tests, observations and inspections. (D) Certificates and Reports. The Company shall secure and deliver to the City all required reports and certificates, such as: certificates of inspection, test reports, work logs, certified payroll and approvals with respect to the Design -Build Work as and when required by the Contract Standards. (E) Notice of Covering Design -Build Work. The Company shall give the City notice of its upcoming schedule with respect to the covering and completion of any Design -Build Work, and shall update such notice, if necessary, within a reasonable time period before such covering and completion. In no event shall the Company cover any Design -Build Work prior to any required inspection by a Governmental Body under Applicable Law. The City shall give the Company reasonable notice of any intended inspection or testing of such Design -Build Work in progress prior to its covering or completion. At the City's written request, the Company shall take apart or uncover for inspection or testing any previously -covered or completed Design -Build Work; provided, however, that the City's right to make such requests shall be limited to circumstances where there is a reasonable basis for concern by the City as to whether the previously covered or completed Design -Build Work complies with the requirements of this Service Contract. The cost of uncovering, taking apart, or replacing such Design -Build Work, along with the costs related to any delay in performing Design -Build Work caused by such actions, shall be borne as follows: (1) by the Company, if such Design -Build Work was covered prior to any observation or test required by the Contract Standards; and (2) in all other cases, as follows: (a) by the Company, if such observation or test reveals that the Design -Build Work does not comply with this Service Contract; or (b) by the City, if such observation or test reveals that the Design -Build Work complies with this Service Contract. Except as provided in item (1) of this subsection, in the event such Design -Build Work does comply with this Service Contract, the delay caused by such observation or test shall be treated as having been caused by an Uncontrollable Circumstance. (F) Meetings and Design -Build Review. During the Design -Build Period, the Company and the City shall conduct meetings in accordance with Appendix 9. The Company shall also attend any on -call meeting which may be required by the City from time to time in connection with the Design -Build Work, provided that the Company has at least one business days' prior notice of such meeting. SECTION 10.14 CORRECTION OF NON -CONFORMING DESIGN -BUILD WORK. (A) Correction of Non -Conforming Design -Build Work. Throughout the Design -Build Period, the Company shall, at its sole cost and expense, complete, repair, replace, restore, re -perform, rebuild and correct promptly any Design -Build Work that does not conform with the Contract Standards. (B) Election to Accept Non -Conforming Design -Build Work. The City may, in its discretion, elect by Change Order, at the Company's request, to accept non -conforming Design -Build Work and charge the 57 The City of Ft. Worth Biosolids Processing Facility Service Contract Article X—Permitting, Design and Construction Company (through a Fixed Design -Build Price Adjustment, adjustment to the Service Fee, or both, as appropriate) for the amount agreed upon bythe parties by which the value of the Company's services or Design - Build Work has been reduced. The City shall have no obligation to accept non -conforming Design -Build Work pursuant to this subsection. (C) Relation to Other Obligations. The obligations specified in this Section establish only the Company's specific obligation to correct the Design -Build Work and shall not be construed to establish any limitation with respect to any other obligations or liabilities of the Company under this Service Contract. SECTION 10.15 DELIVERABLE MATERIAL. As the Design -Build Work progresses (or upon the termination of the Company's right to perform the Design -Build Work), the Company shall deliver to the City all deliverables required to be delivered under Appendix 9 (City Review/Submittals). The provisions of Section 18.7 shall apply to any deliverables used by the Company in the Design -Build Work that is proprietary in nature or otherwise subject to the property rights of a third party. The provisions of this Section shall survive any termination of this Service Contract. SECTION 10.16 PERSONNEL. (A) Personnel Performance. The Company shall enforce discipline and good order at all times among the Company's employees and all Subcontractors. All persons engaged by the Company for Design -Build Work shall have the requisite skills for the tasks assigned. The Company shall employ or engage and compensate engineers and other consultants to perform all engineering and other services required for the Design -Build Work. All firms and personnel performing Design -Build Work, including Subcontractor firms and personnel, shall meet the licensing and certification requirements imposed by Applicable Law. (B) Design -Build Manager. The Design -Build Manager shall be present on the Capital Improvement Sites with any necessary assistants on a full-time basis when the Company or any Subcontractor is performing the Design -Build Work on the Sites. The Design -Build Manager shall, among other things: (1) be familiar with the Design -Build Work and all requirements of this Service Contract; (2) be an appropriately State -licensed professional engineer; (3) be assigned for the duration of the Design -Build Work; (4) be in charge of all other personnel performing the Design -Build Work; (5) coordinate the Design -Build Work with the Management Services and give the Design - Build Work regular and careful attention and supervision; (6) maintain a daily status log of the Design -Build Work; and (7) attend all monthly construction progress meetings with the City. The Company represents and warrants that the Design -Build Manager shall be vested with the authority to act on behalf of the Company in connection with the performance of the Design -Build Work and to bind the Company with respect to any certification required under this Service Contract to be made by the Design -Build Manager. (C) Labor Disputes. The Company shall furnish labor that can work in harmony with all other elements of labor employed for the performance of the Design -Build Work. The Company shall have exclusive responsibility for disputes or jurisdictional issues among unions or trade organizations representing employees of the Company or its Subcontractors, whether pertaining to organization of the Design -Build Work, 58 The City of Ft. Worth Biosolids Processing Facility Service Contract Article X— Permitting, Design and Construction arrangement or subdivision of the Technical Specifications, employee hiring, or any other matters. The City shall have no responsibility whatsoever for any such disputes or issues and, subject to relief for Uncontrollable Circumstances for labor disputes not limited to only employees of the Company, its Affiliates or its Subcontractors, the Company shall indemnify, defend and hold harmless the City Indemnitees in accordance with and to the extent provided in Section 16.3 from and against all Loss--and-Expense resulting from any such labor dispute. (D) Prevailing Wages. Contractor shall pay the then -current wage rates, as established by the Davis -Bacon Act (40 U.S.0 Sec. 276a, as amended), as of the date of the Design -Build Notice to Proceed is issued. (E) Work Hours. City will permit the Company to perform the Design -Build Work in accordance with the work hours schedule provided by Company which may provide for round-the-clock work. City reserves the right to restrict the Company to the City's typical work hours for construction projects which are herein described: "Regular Working Hours" begin at 7:00 a.m. and end at 6:00 p.m., Monday thru Friday (excluding legal holidays). "Weekend Working Hours" begin at 9:00 a.m. and end at 5:00 p.m., Saturday, Sunday or legal holiday, as approved in advance by the City. City shall be provided notice (described below) for all work proposed to be performed outside of Regular Working Hours so as to arrange for inspection, if applicable. Company will not permit the performance of Work beyond Regular Working Hours or for Weekend Working Hours without City's written consent (which will not be unreasonably withheld). Written request (,by letter or electronic communication) to perform Work if:1) for beyond Regular Working Hours, the request must be made by noon at least two business days prior; 2) for Weekend Working Hours, the request must be made by noon of the preceding Thursday; 3) for legal holidays, the request must be made by noon two business days prior to the legal holiday. (F) Workers' Compensation and Employer's Liability Insurance. The Company shall purchase and maintain such insurance coverage with limits consistent with statutory benefits outlined in the Texas Workers' Compensation Act (Texas Labor Code, Ch. 406, as amended), and minimum limits for Employers' Liability as is appropriate for the Design -Build Work being performed and as will provide protection from claims set forth below which may arise out of or result from the Company's performance of the Design -Build Work and Contractor's other obligations under this Service Contract, whether it is to be performed by the Company, any Subcontractor or Supplier, or by anyone directly or indirectly employed by any of them to perform any of the Design -Build Work, or by anyone for whose acts any of them may be liable for: 1) claims under workers' compensation, disability benefits, and other similar employee benefit acts; and 2) claims for damages because of bodily injury, occupational sickness or disease, or death of the Company's employees. The Company shall certify on a form provided by the City that it complies with Texas Workers' Compensation laws. (G) Safety Plan. The Company shall provide a project specific safety plan during construction for all employees, Subcontractors and visitors in accordance with Applicable Law. The Company shall provide safety presentations to all visitors in accordance with Applicable Law prior to providing such visitors access to any areas in which Design -Build Work is being performed. SECTION 10.17 DAMAGE TO THE BIOSOLIDS PROCESSING FACILITY CAPITAL IMPROVEMENTS DURING THE DESIGN -BUILD PERIOD. (A) Damage Prevention. In performing the Design -Build Work, the Company shall use care and diligence, and shall take all appropriate precautions to protect the Biosolids Processing Facility Capital Improvements from loss, damage or destruction in accordance with the Contract Standards. (B) Restoration. During the Design -Build Period, in case of damage to the Biosolids Processing Facility Capital Improvements, and regardless of the extent thereof or the estimated cost of restoration, and whether or not any insurance proceeds are sufficient or available for the purpose, the Company shall promptly undertake and complete restoration of the damage to the Biosolids Processing Facility Capital Improvements to the character and condition existing immediately prior to the damage and in accordance with the procedures 59 The City of Ft. Worth Biosolids Processing Facility Service Contract Article X— Permitting, Design and Construction set forth herein. The City shall have the right to monitor, review and inspect the performance of any repair, replacement and restoration work by the Company in accordance with this Article. If the Company fails to undertake restoration of the damage or having so commenced fails to complete restoration in accordance with this Service Contract, the City may (but shall not be obligated to) undertake or complete restoration at the Company's expense to the extent applicable. (C) Notice and Reports. The Company shall notify the City, any other appropriate Governmental Body, and the insurers under any applicable Required Design -Build Period Insurance of any damage to the Biosolids Processing Facility Improvements, or any accidents on the Sites related to the Design - Build Work or otherwise caused by the Company, as promptly as reasonably possible after the Company learns of any such damage or accidents; and, as soon as practicable after learning of any such occurrence (but in no event later than 72 hours), the Company shall submit a full and complete written report to the City Engineering Representative and the City. Such report shall be updated on a weekly basis and upon culmination of all tests, analysis and reviews, a final report incorporating all of the tests, analysis and reviews and the findings thereof shall be submitted to the City. The Company shall also submit to the City Engineering Representative and the City copies of all accident and other reports filed with (or given to the Company by) any insurance company, adjuster, or Governmental Body or otherwise prepared or filed in connection with the damage or accident. Prior to resuming work, the Company shall provide any required written authorization from OSHA (and any other Governmental Body required under Applicable Law) and a report of a qualified independent engineer certifying that it is safe to resume such work. (D) insurance and Other Third -Party Payments. To the extent that any repair, replacement or restoration costs incurred pursuant to this Section can be recovered from any insurer or from another third party, each party shall assist each other in exercising such rights as it may have to effectuate such recovery. Each party shall provide the other with copies of all relevant documentation and shall cooperate with and assist the other party upon request by participating in conferences, negotiations and litigation regarding insurance claims. (E) Payment for Restoration Work and Uninsured Costs. All insurance proceeds and recoveries from third parties resulting from damage to or the loss or destruction of the Biosolids Processing Facility Capital Improvements, including proceeds from all policies of Required Design -Build Period Insurance shall be for the account of the City. The City shall pay the Company for restoration work required pursuant to this Section with such proceeds and recoveries in accordance with the Change Order provisions of this Article and the payment provisions of Articles XII. All costs not covered by insurance proceeds or third -party payments shall be borne by the Company to the extent the loss, damage or destruction was not caused by Uncontrollable Circumstances or to the extent insurance proceeds are not available due to a failure of the Company to obtain or maintain any applicable policy of Required Design -Build Period Insurance. The Company shall be responsible for the payment of all deductibles under the Required Design -Build Period Insurance in accordance with Section 16.1. SECTION 10.18 WARRANTIES. The Company warrants to the City that the structures, improvements, fixtures, machinery, equipment and materials incorporated in the Biosolids Processing Facility System Capital Improvements will be new, of recent manufacture, of good quality, free from faults and defects, suitable for their intended purpose and in conformity with Appendix 4 and the Contract Standards. The Company shall obtain from all Subcontractors, vendors, suppliers such warranties and guarantees as are customarily provided with respect thereto and as are specifically required by the Contract Standards, each of which shall be assigned (to the extent permissible thereunder) to the City to the full extent of the terms thereof. All such warranties shall commence on the Acceptance Date and shall remain in effect for a period of not less than one year following the Acceptance Date. No such warranty shall relieve the Company of any obligation hereunder, and no failure of any warranted or guaranteed structures, improvements, fixtures, machinery, equipment or material shall be the cause for any increase in the Fixed Design -Build Price or the Service Fee or excuse any non-performance of the Design - Build Work unless such failure is itself attributable to an Uncontrollable Circumstance. 60 The City of Ft. Worth Biosolids Processing Facility SECTION 10.19 SUBSTANTIAL COMPLETION. Service Contract Article X —Permitting, Design and Construction (A) Conditions to Substantial Completion. Substantial Completion shall occur only when all of the following conditions are met and the Company has submitted and the City has approved in writing, such approval not to be unreasonably withheld, a certification by the Company that construction of the Biosolids Processing Facility Capital Improvements is physically complete and all other Design -Build Work pertaining to the Biosolids Processing Facility Capital Improvements, except the Acceptance Tests and the items on the Final Punch List, is complete and in all respects is in compliance with this Service Contract; (1) a preliminary or temporary certificate of occupancy has been issued for the Biosolids Processing Facility Capital Improvements; (2) all Utilities specified or required under this Service Contract to be arranged for by the Company are connected and functioning properly; (3) the Company and the City have agreed in writing upon the Final Punch List (or, if they are unable to agree, the City shall have prepared and issued the Final Punch List to the Company within 10 days of the Company having submitted its proposed Final Punch List to the City); (4) the Company has delivered to the City written certification from the equipment manufacturers (including manufacturers of information technology systems and instrumentation and controls) that all major items of machinery and equipment included in the Biosolids Processing Facility Capital Improvements have been properly installed and tested in accordance with the manufacturers' recommendations and requirements; (5) the Company has delivered to the City a claims statement setting forth in detail all unresolved and pending claims of every kind whatsoever of or against the Company by the City or a third party connected with, or arising out of, the Design -Build Work pertaining to the Biosolids Processing Facility Capital Improvements, and arising out of or based on events prior to the date when the Company gives such statement to the City; (6) if required by Applicable Law, the Company has delivered to the City the TCEQ-approved updated and integrated Operation and Maintenance Plan relating to the Managed Assets, as improved by the Biosolids Processing Facility Capital Improvements; (7) if required by Applicable Law, the Company is authorized by all appropriate Governmental Bodies, including TCEQ, to perform the procedures necessary to achieve the Performance Standards and to conduct the Acceptance Tests under Applicable Law, and such authorization has not been withdrawn, revoked, suspended, superseded, or materially impaired or amended; and (8) the Company has submitted written certification that all of the foregoing conditions have been satisfied and the City has approved the Company's certification, which approval shall be effective as of the date of the Company's certification. The City shall review the Company's submittals evidencing the foregoing and shall, within 5 business days after receipt, acknowledge Substantial Completion has occurred or identify any deficiencies to Company. After addressing such deficiencies, the Company may reapply for Substantial Completion and the review process shall be repeated. Alternatively, Substantial Completion shall occur on any date certified by the City, which shall have discretion to waive any of the foregoing conditions. (B) Notice of Substantial Completion. The Company shall give the City's Contract Representative at least 15 days' prior written notice of the expected date of Substantial Completion. 61 The City of Ft. Worth Biosolids Processing Facility Service Contract Article X— Permitting, Design and Construction SECTION 10.20 FINAL PUNCH LIST. The Company shall submit a proposed Final Punch List to the City when the Company believes that the Design -Build Work has been substantially completed in compliance with this Service Contract. The City shall have 10 days to review the punch list and amend it. The "Final Punch List" shall be a statement of repairs, corrections and adjustments to the Design -Build Work, and incomplete aspects of the Design -Build Work (excluding the performance of the Biosolids Acceptance Tests), which in the Company's opinion: (1) the Company can complete before the Final Completion deadline, and with minimal interference to the occupancy, use and lawful operation of the Managed Assets, as improved by the Biosolids Processing Facility Capital Improvements; and (2) would represent, to perform or complete, a total cost of not more than 1.0% of the portion of the Design -Build Price (unless the City determines that a higher percentage is acceptable). In no event shall the Final Punch List contain any incomplete items necessary for full operations of the Managed Assets, as improved by the Biosolids Processing Facility Capital Improvements. The City shall have the right to approve the Final Punch List. Completion of the Final Punch List work shall be verified by a final walk-through of the Biosolids Processing Facility Capital Improvements conducted by the City with the Company. SECTION 10.21 FINAL COMPLETION. (A) Requirements. The Company shall achieve Final Completion within 120 days after the Acceptance Date. "Final Completion" shall occur when all of the following conditions have been satisfied: (1) Acceptance Achieved. The Company has achieved Acceptance in accordance with Section 11.2; (2) Design -Build Work Completed. The Design -Build Work (including all items on the Final Punch List and all clean up and removal of construction materials and demolition debris) is complete and in all respects is in compliance with this Service Contract; (3) Certificate of Occupancy Issued. A final certificate of occupancy has been issued for the Biosolids Processing Facility Capital Improvements or any component thereof; (4) Operation and Maintenance Plan. The Company shall have delivered to the City an updated and integrated final Operation and Maintenance Plan for the Managed Assets, as improved by the Biosolids Processing Facility Capital Improvements; (5) Deliverable Material. The Company shall have delivered to the City all deliverables; (6) Final Record Drawings. The Company shall have delivered to the City a final and complete set of construction record drawings for the Biosolids Processing Facility Capital Improvements in accordance with Appendix 9.5.4. (7) Equipment Warranties and Manuals. The Company shall be in possession of, and shall have delivered to the City copies of, the warranties of machinery, equipment, fixtures and vehicles constituting a part of the Biosolids Processing Facility Capital Improvements together with all related operating manuals supplied by the applicable supplier; (8) Spare Parts In Storage. All spare parts required by the Contract Standards with respect to the Biosolids Processing Facility Capital Improvements have been delivered, inventoried and are in storage; and 62 The City of Ft. Worth Siosolids Processing Facility Service Contract Article X— Permitting, Design and Construction (9) Payment of Claims. The Company has either certified to the City that all of its claims against the City have been paid or specifically identified in writing all claims that remain unsettled or unpaid. (B) Failure to Achieve Final Completion. The Company shall achieve Final Completion within 120 days after the Acceptance Date. If the Company fails to achieve any of the items set forth in subsection (A) of this Section by the last day of such period, the Company shall owe a Performance Credit in accordance with Appendix 3, Table 3.4 until Final Completion is achieved. Moreover, failure to achieve Final Completion shall be an Event of Default and the Company shall be provided notice and an invitation to meet to discuss an opportunity to cure. 63 ARTICLE XI ACCEPTANCE TESTING AND ACCEPTANCE OF THE BIOSOLIDS PROCESSING FACILITY CAPITAL IMPROVEMENTS SECTION 11.1. ACCEPTANCE TESTING. (A) Generally. The Company shall demonstrate that the Biosolids Processing Facility Capital Improvements necessary for the production of Class A Biosolids meet the Performance Standards on or prior to the Scheduled Acceptance Date, through the successful completion of the Acceptance pest in accordance with this Section. (B) Submittal of Acceptance Test Plan. At least 90 days before the earlier of the scheduled Acceptance Date or the date upon which the Company plans to begin the Acceptance Tests, the Company shall prepare and submit to the City for its approval a detailed Acceptance Test Plan, which shall conform to the requirements of Appendix 8 in all respects. If the Company and the City are unable to agree upon an acceptable Acceptance Test Plan within 30 days following such submission, their inability to agree may be addressed through the initiation of dispute resolution procedures. (C) Notice of Commencement of Acceptance Test. The Company shall provide the City with at least 30 days' prior written notice of the expected initiation of the Acceptance Test. At least 10 days prior to the actual commencement of the Acceptance Test, the Company shall certify in writing that it is ready to begin Acceptance Testing in accordance with the Acceptance Test Plan and Appendix 8. (D) Conditions to Commencement of the Acceptance Test. The Company shall not commence the Acceptance Tests until the following events have occurred: (1) The requirements of subsections (B) and (C) of this Section have been met and the City has approved the Acceptance Test Plan; (2) Substantial Completion has occurred; (3) All Governmental Approvals, including those relating to changes to or exemptions from TCEQ requirements or other approved operating procedures, necessary to perform the Acceptance Test have been obtained; (4) The Company has certified that it has complied with the pre- Acceptance Test requirements of Appendix 8; and (5) The Conditions of the Air Permit have been met. (E) Conduct of Acceptance Test. The Company shall conduct the Acceptance Test in accordance with Appendix 8 and the Acceptance Test Plan and shall notify the City when any such test shall occur. The Company shall permit the designated representatives of the City and the City Engineering Representative to inspect the preparations for the Acceptance Test and to be present for the conducting of the Acceptance Test for purposes of evaluating compliance with the Acceptance Test Plan and the integrity of the Acceptance Test results. (F) Acceptance Test Report. Within 30 days following the conclusion of the Acceptance Test, the Company shall furnish the City a certified written report describing and certifying (1) the results of the Acceptance Test, (2) the level of satisfaction of the Performance Standards, and (3) whether the Company believes that Acceptance has been achieved. The written test report shall include copies of the original data sheets, log sheets and all calculations used to determine performance during the Acceptance Test, and copies of laboratory reports conducted in conjunction with the Acceptance Test, including all laboratory sampling and test results. 64 The City of Ft. Worth Biosolids Processing Facility Service Contract Article XI — Acceptance Testing and Acceptance (G) Concurrence with Test Re ort. If the Company certifies in its written report delivered pursuant to subsection (E) of this Section that all Performance Standards have been achieved, the City shall determine, within 15 days following its receipt of the report, whether it concurs in such certification. If the City states in writing that it concurs with the Company's certification, Biosolids Processing Facility Capital Improvements shall be deemed to have met the Performance Standards. (H) Disagreement with Test Report. If the City determines at any time during such 15-day review period that it does not concur with such certification, the City shall immediately send written notice to the Company of the basis for its disagreement. In the event of any such non -concurrence by the City, either party may elect to initiate dispute resolution procedures. (1) Remedies for Failure to Meet the Performance Standards. In the event that the Company fails to demonstrate that the Biosolids Processing Facility Capital Improvements meet the Performance Standards through the performance of the Acceptance Test in accordance with this Section, the Company shall be required to take all action necessary (including making all capital investments, improvements or modifications, repairs and replacements and operating and management practices changes) in order for Biosolids Processing Facility Capital Improvements to comply with the Performance Standards in accordance with subsection 11.2 (D). Failure of the Company to demonstrate compliance with the Performance Standards in accordance with this Section shall subject the Company to daily delay performance credits in accordance with subsection 11.2(G) and termination for an Event of Default. SECTION 11.2. ACCEPTANCE. (A) Acceptance Generally. In order to achieve Acceptance, the Company must satisfy the Acceptance Date Conditions set forth in subsection (B) of this Section, including, in particular, demonstration that the Biosolids Processing Facility Capital Improvements have met the Biosolids Performance Standards. (B) Acceptance Date Conditions. The following conditions shall constitute the Acceptance Date Conditions, each of which must be satisfied in all material respects by the Company in order for the Acceptance Date to occur, and each of which must be and remain satisfied as of the Acceptance Date (unless otherwise agreed to by the parties in writing): (1) Achievement of Biosolids Performance Standards. The Company shall have completed all required Acceptance Tests and such tests shall have demonstrated that the Biosolids Processing Facility Capital Improvements have met the Performance Standards; (2) Operation and Maintenance Plan. The Company shall have delivered to the City an updated and integrated draft Operation and Maintenance Plan for the Managed Assets, as improved by the Biosolids Processing Facility Capital Improvements pursuant to 10.21; (3) Operating Governmental Approvals. All applicable Governmental Approvals required under Applicable Law that are necessary for the continued routine operation of the Managed Assets, as improved by the Biosolids Processing Facility Capital Improvements, shall have been duly obtained and shall be in full force and effect. Certified copies of all such Governmental Approvals, to the extent not in the City's possession, shall have been delivered to the City; and (4) No Default. The Company has certified that there is no Event of Default by the Company under this Service Contract, or event which, with the giving of notice or the passage of time, would constitute an Event of Default by the Company hereunder. (C) Acceptance Date Concurrence. The Acceptance Date shall be the day on which all Acceptance Date Conditions have been achieved. If the Company certifies in its written Acceptance Test Report delivered pursuant to subsection 11.1(F) that all applicable Performance Standards have been achieved, the City shall determine whether it concurs in such certification or if it does not concur with such certification. The 65 The City of Ft. Worth Biosolids Processing Facility Service Contract Article XI —Acceptance Testing and Acceptance Company shall not be liable for delay liquidated damages during the 30-day City review unless it is subsequently determined that the Acceptance Date Conditions have not been satisfied. If the City states in writing that it concurs with the Company's certification and that all Acceptance Date Conditions have been achieved, the Biosolids Processing Facility Capital Improvements shall be deemed to have achieved Acceptance and the Acceptance Date shall be deemed to have been established on the date of the Company's original certification of the Acceptance Date. (D) Acceptance Date Disagreement. In the event of any non -concurrence by the City, the Company shall not be deemed to have achieved the Performance Standards and Acceptance unless the Acceptance Test, conducted in a unified and continuous manner as provided in the Acceptance Test Plan and in Appendix 8 demonstrates that all of the Performance Standards have been met and that all other Acceptance Date Conditions have been achieved. In the event the Company, in conducting the Acceptance Test, does not successfully meet the Performance Standards, the Company shall, at its sole cost and expense, take all action necessary (including making all capital investments, improvements or modifications, repairs and replacements and operating and management practices changes) in order for the Capital Improvements to comply with the Performance Standards and shall re -test the Capital Improvements in accordance with Appendix 8. The City shall have the right, in its sole discretion, to permit the Company to re -test the Capital Improvements for compliance only with the Performance Standards not previously achieved through an earlier Acceptance Test. Any capital investment, improvement or modification required to be made pursuant to this subsection, reasonably expected to result in a change to the Design and Construction Requirements shall be subject to the City's rights under Section 10.7. (E) Schedule for Achieving Acceptance. The Company shall achieve Acceptance by the Scheduled Acceptance Date. In the event of one or more delays caused by Uncontrollable Circumstances, the Acceptance Date shall be the date determined by adding to the Scheduled Acceptance Date the aggregate number of days of delay caused by such Uncontrollable Circumstance, subject to the requirements and limitations set forth in Section 16.2. In the event of any such adjustment, delay liquidated damages payable by the Company under this Section, if any, shall be payable from the adjusted Scheduled Acceptance Date. (F) Acceptance Prior to Scheduled Acceptance Date. In the event that Acceptance occurs prior to the Scheduled Acceptance Date, the Company shall have no obligation to pay delay liquidated damages hereunder. The Company shall, however, following Acceptance Date, be responsible for all performance -related damages provided for in this Service Contract during the Management Period related to the operation of the Managed Assets, as improved by the Capital Improvements. (G) Acceptance Subsequent to Scheduled Acceptance Date; Liquidated Damages. In the event that Acceptance occurs subsequent to the Scheduled Acceptance Date, the Company shall pay to the City daily Liquidated Damages in accordance with Subsection (I) of this Section for each day that the Acceptance Date falls after the Scheduled Acceptance Date, up to any termination of this Service Contract for an Event of Default. Such damages shall be payable on the first day of each month and, upon any termination for failure to achieve Acceptance, upon the date of termination. (H) Failure to Achieve Acceptance. Unless, within 180 days following the Scheduled Acceptance Date, Acceptance has been achieved in accordance with this Section, an Event of Default by the Company shall be deemed to have occurred under Section 15.2 notwithstanding any absence of notice, further cure opportunity or other procedural rights accorded the Company thereunder, and the City shall thereupon have the right to terminate this Service Contract upon written notice to the Company. Upon any such termination, the City shall have all of the rights provided in Article XV upon a termination of the Company for cause. During the 180-day period following the Scheduled Acceptance Date set forth above, the Company shall be responsible for and shall pay any fines and penalties assessed by a Governmental Body against the City or the Company due to the failure to achieve Acceptance, together with liquidated damages, as set forth in subsection (G) of this Section. W The City of Ft. Worth Biosolids Processing Facility Service Contract Article XI — Acceptance Testing and Acceptance (1) Design -Build Liquidated Damages. Company recognizes that time is of the essence for completion of any specific time goals established during the Design -Build Work, and that the City will suffer financial loss if the Design -Build Work has not reached Acceptance within the time(s) specified within this Service Contract. The Company's failure to achieve Acceptance by the Scheduled Acceptance Date shall subject the Company to "Design -Build Liquidated Damages". The Design -Build Liquidated Damages shall be the City's sole remedy for any delay that does not ripen into an event of default under Section 15.2. Accrual of Design - Build Liquidated Damages shall cease upon termination of this Service Contract as a result of an event of default. The Company also recognizes the delays, expense and difficulties involved in proving, in a legal proceeding, the actual loss suffered by City if the Work is not completed pursuant to the agreed -upon timeline. Accordingly, instead of requiring any such proof, Company agrees that as Design -Build liquidated Damages for delay (but not as a penalty), Company shall reimburse the City, on a calendar day basis, the greater of the two alternatives: (1) The difference in the daily costs for operation using the dewatering facility for Class AB Land Application, less the daily costs for operation of the dryer facility, incorporating the operating charge, the utility charge, and the amount of dry tons processed per day (OC + UC prior to Acceptance) — (OC + UC after Acceptance) multiplied by the dry tons processed; OR (2) The total daily costs associated with City staff time, City Engineering Representative time and expenses, and any costs associated with customer complaints, permitting, or regulatory actions resulting from the extended operation of the dewatering facility for Class AB Land Application, beyond the Scheduled Acceptance Date. 67 ARTICLE XII PAYMENT OF THE DESIGN -BUILD PRICE SECTION 12.1. DESIGN -BUILD PRICE. (A) Design -Build Price Generally. The Company shall be entitled to receive the Design -Build Price for the performance of the Design -Build Work on a progress payment basis in accordance with the terms of this Article and Appendix 12 (Payment Schedules). The Design -Build Price shall be the Fixed Design -Build Price, as adjusted by any Fixed Design -Build Price Adjustments in accordance with subsection (C) of this Section. The Company acknowledges and agrees that the Deign Build Price shall be the only compensation payable to the Company for the obligations performed under Article X. (B) Fixed Design -Build Price. The Fixed Design -Build Price is $58,001,558. Except as provided in subsection (C) of this Section, the Fixed Design -Build Price shall not be subject to adjustment in any manner whatsoever (C) Fixed Design -Build Price Adjustments. Each adjustment to the Fixed Design -Build Price provided for in this subsection shall be deemed a "Fixed Design -Build Price Adjustment" and shall be reflected in a Change Order. The Fixed Design -Build Price shall be adjusted only for the following: (1) Adjustment for Change Orders. The Fixed Design -Build Price shall be adjusted to account for the cost of any Change Orders or Unilateral Change Directives issued by the City with respect to Design and Construction Requirement Changes pursuant to and to the extent provided in Sections 10.7 and 10.8. (2) Adiustment for Uncontrollable Circumstances. The Fixed Design --Build Price shall be adjusted to account for costs resulting from Uncontrollable Circumstances not reflected in item (1) above, as and to the extent provided in Section 15.2. (3) Adjustment for Foundation Design. During the Transition Period, City shall provide Contractor with access to the Capital Improvement Sites to conduct a geotechnical site investigation including, but not limited to, taking borings. Contractor shall perform, or cause to be performed, such geotechnical site investigation to complete the foundation and structural design for the Biosolids Processing Facility Capital Improvements. If, as a result of the geotechnical investigation and in Contractor's exercise of Prudent Engineering and Construction Practice, Contractor concludes that no piers are required and that an alternative foundation and structural design may be utilized, Contractor shall (i) promptly notify the City in writing, (il) proceed to update the foundation and structural installation scope of work and (iii) upon completion of foundation construction, submit a Design and Construction Requirement Change pursuant to Section 10.7(A). The Design and Construction Requirement Change shall include a reduction to the Fixed Design -Build Price reflecting 75% of the net cost savings that the alternative foundation and structural design achieved when the cost of the alternative foundation and structural design (which shall be subject to Cost Substantiation) is compared to the cost of the foundation and structural design assumed as of the Contract Date (which shall not be subject to Cost Substantiation). (D) Limitation on Payments for Costs of the Design -Build Work. The Company agrees that the Design -Build Price shall be the Company's entire compensation and reimbursement for the performance of the Design -Build Work, including the payment of any Taxes and Fees by the Company in connection with the Design - Build Work, permitting (except City permit fees, which are waived), obtaining all temporary Utilities that the Company will require to perform the Design -Build Work, commissioning and starting up the Biosolids Processing Facility Capital Improvements, operating the Managed Assets during the Acceptance 'Pests and prior to the Acceptance Date, and Final Completion, correcting all nonconforming Design -Build Work and performing all other elements of the Design -Build Work described in this Service Contract. In no event shall the Company be entitled to any payment for Design -Build Work costs in excess of the Design -Build Price, notwithstanding any cost overruns the Company may incur. The Company shall finance and pay for any such excess cost of the M. The City of Ft. Worth Service Contract Biosolids Processing Facility Article XI — Payment of the Fixed Design -Build Price Design -Build Work in any manner it chooses without reimbursement from or other claim upon the City. In no event shall any such Company financing create, grant or in any way establish any mortgage, Lien, security interest or other Encumbrance on or in this Service Contract, the Managed Assets or any City Property. (E) Financing of the Fixed Design -Build Price. The City shall secure the availability of all funds necessary to pay the Fixed Design -Build Price in a timely manner. The City plans on utilizing a Clean Water State Revolving Fund Load to fund the permitting, design and construction. Release of funding for design and construction is dependent on preparation of an Environmental Information Document (EID) by the Company and the issuance of a Finding of No Significant Impact by the TWDB. The Company shall make preparation of the EID the highest priority after receipt of the design -build notice to proceed, and agree to cooperate with and assist the City in providing any information, certifications or documents, and in attending meetings, hearings or forums, which may be reasonably required in connection with obtaining the funds necessary to pay the Fixed Design -Build Price. SECTION 12.2. PAYMENT PROCEDURE. (A) Progress Payments. The Company shall be paid the Fixed Design -Build Price on a milestone payment basis and subject to the maximum cumulative drawdown payments in accordance with the terms and conditions of this Section and Appendix 12 and Price Submission Form 2. (B) Meetings. Prior to the submission of each certified Requisition, the Company shall provide the City with a draft Requisition and the Company and the City shall meet to review the Company's draft Requisition and estimate of the percentage of Design -Build Work completed in accordance with the Design - Build Work schedule. (C) Construction Disbursement Procedure. Following each meeting described in subsection (B) of this Section, the Company shall be entitled to submit Requisitions and receive from the City the payments, which (1) shall be made on a percent complete or milestone basis, as applicable, in accordance with Appendix 12, (2) shall be subject to the maximum drawdown limitations specified in Appendix 12, and (3) shall be subject to the conditions to payment set forth in this Section; provided, however, that, in the case of the Design -Build Work, on the Acceptance Date, the Company shall be entitled to receive all payments due for completed work (which is unencumbered) that remain unpaid as of such date except for the payment conditioned on achievement of Final Completion. Each Requisition must be accompanied by a monthly requisition report, which shall include: (1) a reasonably detailed description of all Design -Build Work actually completed to date and the work expected to be completed in the upcoming month; (2) a certification that all work has been completed in accordance with the Service Contract; (3) revisions to the progress schedule (or a revised progress schedule) which shall reflect changes in the Company's construction schedule since the date of the last Requisition; (4) revisions to the critical path schedule, which shall reflect changes in the critical path schedule since the date of the last Requisition; (5) construction progress photographs in accordance with Appendix 5 (Construction Requirements); (6) a signed and sealed certificate of the Design -Build Manager and the Engineer -of -Record certifying (1) the portion of the Fixed Design -Build Price which is payable to the Company, (2) that the Company is neither in default under this Service Contract nor in breach of any material provision of this Service Contract such that the breach would, with the giving of notice or passage of time, constitute an 69 The City of Ft. Worth Biosolids Processing Facility Service Contract Article XI — Payment of the fixed Event of Default, and (3) that all items applicable to the work entitling the Company to the requested payment under the schedule in Appendix 12 have been completed in accordance therewith and with the Design and Construction Requirements, as applicable; (7) a verified statement setting forth the information required under any Applicable Law pertaining to prevailing wages; (8) notice of any Encumbrances which have been filed together with evidence that the Company has discharged or bonded against any such Encumbrances; and (9) any other documents or information relating to the Design -Build Work or this Service Contract requested by the City, the Contract Administrator or the City Engineering Representative or as may be required by Applicable Law, this Service Contract or generally accepted accounting practices or principles. (10) Certifications that may be required by the TWDB, including AIS logs, wage rate certifications, and certified payrolls as required. The City shall review the Company's certified Requisitions which must be submitted by the fifth day of the month. If the City determines that the work has progressed as indicated in the Company's certified Requisition, the City shall pay the Company all amounts due within 15 days following such determination (but in no event later than 30 days after the City's original receipt of the Company's certified Requisition, subject to the City's right to dispute payment in accordance with this Service Contract and Applicable Law). Disputes regarding payments of the Fixed Design - Build Price shall be resolved in accordance with subsection (D) of this Section. The City shall pay any undisputed amounts of the Fixed Design -Build Price in accordance with this Service Contract and Applicable Law. Late payments of undisputed amounts or disputed amounts found to be due to the Company shall accrue interest at the Overdue Rate from the date due until the date paid. (D) Disbursement Dispute Procedures. If the City determines, pursuant to subsection (C) of this Section, that the work required for any payment has not progressed as indicated by the Company, or otherwise disputes any Requisition, the City shall provide prompt written notice to the Company as to the City's reasons, in reasonable detail, for such determination or the basis for such dispute. After receiving such determination notice, the Company may make the necessary corrections and resubmit a certified Requisition or issue a credit memo to the City, or the Company and the City may agree on a revised amount, in which case the City shall promptly pay such revised amount. If the Company is unable to reach agreement with the City as to the progress of work, the Company may exercise its right to contest the City's determination in accordance with the dispute resolution procedures. Any proceedings undertaken to resolve a dispute arising under this subsection shall immediately terminate if (1) the Company demonstrates to the City that the work has proceeded as indicated in the certified Requisition giving rise to the dispute or that any disputed certified Requisition is correct, and (2) the City concurs with such demonstration. The Company shall not be entitled to payment of the amount so requisitioned and disputed except upon resolution of the dispute in accordance with this subsection. In the event that upon resolution of any such dispute, it is determined that the Company was properly entitled to the disputed amount as of a date earlier than the date on which payment is actually made, the Company shall be entitled to receive, promptly following such resolution, such disputed amount plus interest on such disputed amount for the period of dispute calculated at the Overdue Rate. (E) Retainage. Each construction drawdown payment will be subject to a 5% retainage holdback until Acceptance is achieved in accordance with Article XI. Upon Acceptance the City shall release to the Company the accumulated funds retained from all prior drawdown payments (excluding interest); provided, however, that to the extent items are contained on the Final Punch List, the City shall reasonably estimate the cost to make each correction or to complete each such item and the City shall be entitled to withhold from payment of the retained funds an amount equal to 200% the aggregate value of such items, in addition to the amount of unresolved or unbonded claims by third parties or Encumbrances in connection with the Design -Build 70 The City of Ft. Worth Service Contract Biosolids Processing Facility Article Xll — Payment of the Fixed Design -Build Price Work. Within 30 days after Final Completion has occurred and so long as authority contained in the Governmental Approvals to operate the Managed Assets, as improved by the Biosolids Processing Facility Capital Improvements, remains unimpaired, the City shall release to the Company all remaining retained funds, including any interest accrued on the amount of the retained funds which interest shall be for the account of the Company. SECTION 12.3. PERMISSIBLE WITHHOLDINGS. The City may disapprove and withhold and retain all or any portion of any payment requested in any Requisition in an amount equal to the sum of: (1) any amounts which are permitted under Section 12.2 (Payment Procedure) to be withheld from any payment requested in any Requisition; (2) any amounts which are due the City hereunder, including any liquidated damages and performance credits which are payable by the Company under Section 11.2. and any indemnification amounts which are due and owing to the City under Section 16.3 (Indemnification); (3) any other deductions which are required by Applicable Law; (4) any payments with respect to which documents to be delivered in connection therewith are not correct and complete; (5) any payments with respect to which the Design -Build Work covered by such Requisition (or any previous Requisition) does not comply with this Service Contract; (6) any payments with respect to which any person has asserted a Lien resulting from the acts or omissions of the Company in performing the Design -Build Work and such Lien remains unreleased orunbonded; (7) all requisitioned payments, if an Event of Default of the Company has occurred under Section 15.2 (Events of Default by the Company); and (8) in the event the Company fails to pay any taxes, assessments, penalties or fees imposed by any Governmental Body, then the Company authorizes the City to deduct and withhold or pay over to the appropriate Governmental Body those unpaid amounts upon demand by the Governmental Body. It is agreed that this provision shall apply to Taxes and Fees imposed by City ordinance. SECTION 12.4. FINAL REQUISITION AND PAYMENT. (A) Final Re uisition. Upon achieving Final Completion in accordance with Section 10.21 the Company shall prepare and submit to the City a final Requisition. The final Requisition shall enclose: (1) AIA Document G707 (Consent of Surety Company to Final Payment) certifying the surety agrees that final payment of the Design -Build Price shall not relieve the Surety of any of its obligations under the Design -Build Work Performance Bond or the Labor and Materials Bond; (2) a contractor's affidavit regarding settlement of claims and complete and legally effective releases or waivers acceptable to the City in the full amount of the Fixed Design -Build Price or if any Subcontractor refuses or fails to furnish such release or waiver, a bond or other security acceptable to the City to indemnify the City Indemnitees against any payment claim; and (3) a list of all pending property damage and personal injury or death insurance claims arising out of or resulting from the Design -Build Work identifying the claimant and the nature of the claim. 71 The City of Ft. Worth Service Contract Biosolids Processing Facility Article XII— Payment of the Fixed Design -Build Price (B) Final Payment. If based on the City's (1) observation of the Design -Build Work, (2) final inspection, and (3) review of the final Requisition and other documents required by subsection (A) of this Section, the Contract Administrator and City Engineering Representative are satisfied that conditions for Final Completion have been satisfied, the City shall , within 15 days after receipt of the final Requisition, furnish recommendation of final payment and Final Completion. If the City Engineering Representative is not satisfied, the City Engineering Representative shall, within 15 days of receipt of the Company's final Requisition, return the final Requisition to the Company, indicating in writing the reasons for not recommending final payment, in which case the Company shall make the necessary corrections and resubmit the final Requisition. (1) City Concurrence. If the City concurs with the City Engineering Representative's recommendation of final payment, the City shall, within 15 days, file a written notice of Final Completion and notify the Company of such concurrence. As soon as reasonably practicable after filing such notice, the City shall pay to the Company the balance of the Fixed Design -Build Price subject to any withholdings and any other provisions governing final payment specified herein. (2) City Non -Concurrence. if the City does not concur with the City Engineering Representative's determination, the City shall return the Requisition to the Company indicating in writing its reasons for refusing final payment and Final Completion. The Company shall promptly make the necessary corrections and resubmit the Requisition to the Contract Administrator and City Engineering Representative. The City's written determination shall bind the Company, unless the Company delivers to the City written notice of a claim within 30 days after receipt of that determination. Any dispute regarding final payment of the Design -Build Price shall be resolved in accordance with subsection 12.2(D). Final payment does not constitute a waiver by the City of any rights relating to the Company's obligations under this Service Contract. Final payment constitutes a waiver of all claims by the Company against the City relating to the Design -Build Work, the payment of the Design -Build Price or otherwise in connection with the Design -Build Period other than those previously filed in writing with the City on a timely basis and still unsettled. The City shall return all construction period bonds within 5 business days after Final Completion has been agreed. SECTION 12.5. PAYMENT TO SU BCONTRACTO RS (A) Prompt Payment. The Company shall pay its Subcontractors in accordance with Applicable Law. The Company shall promptly pay each Subcontractor, upon receipt of payment from the City, out of the amount paid to the Company on account of the Subcontractor's work, the amount to which the Subcontractor is entitled, reflecting the percentage actually retained or withheld, if any, from payments to the Company on account of the Subcontractor's work. The Company shall, by an appropriate agreement in each Subcontract, require each Subcontractor to make payments to its sub -subcontractors in a similar manner. The City may, on request and if it has a reasonable basis to believe the Company is not making the required payments, furnish to any Subcontractor, information regarding the percentages of completion or the amounts applied for by the Company and the action taken on the application by the City on account of work done by the Subcontractor. (B) Interest Upon Failure to Make Payments When Due. In the event the Company or any first -tier Subcontractor of the Company fails, neglects or refuses to make payment to a person furnishing labor or materials in connection with the Design -Build Work within 10 days after receipt of payment from the City or the Company, as applicable, the Company or first -tier Subcontractor shall owe such person the amount due plus interest charges at the Overdue Rate commencing at the end of the 30-day period that payment is due and ending upon final payment, unless payment is subject to a good faith dispute. (C) Complaints. In the event the Company or any Subcontractor fails, neglects or refuses to make payment to a person furnishing labor or materials in connection with the Design -Build Work, the parties acknowledge that such person may file a complaint with the appropriate body within the State. 72 The City of Ft. Worth Biosolids Processing Facility Service Contract Article XII — Payment of the Fixed (D) Payment Terms in Subcontracts. The Company shall include in each Subcontract for property or services entered into by the Company and any first -tier Subcontractor, including a material supplier, for the purpose of performing the Design -Build Work: (1) A payment clause that obligates the Company to pay the first -tier Subcontractor for satisfactory performance under its Subcontract within 10 days out of such amounts as are paid to the Company by the City in accordance with this Article; and (2) An interest penalty clause that obligates the Company, if payment is not made within 10 days after receipt of payment from the City, to pay to the first -tier Subcontractor an interest penalty on amounts due in the case of each payment not made in accordance with the payment clause included in the Subcontract. The Company or first -tier Subcontractor shall not be obligated to pay an interest penalty if the only reason that the Company of the first -tier Subcontractor did not make payment when payment was due is that the Company or the first -tier Subcontract, as applicable, did not receive payment from the City or the Company, as applicable, when payment was due. The interest penalty shall be (a) for the period beginning on the day after the required payment date and ending on the date on which payment of the amount due is made; and (b) computed at the rate specified in subsection (B) of this Section. The Company shall include in each of its Subcontracts a provision requiring every first -tier Subcontractor to include a payment clause and an interest penalty clause conforming to the standards set forth in this Section in each of its subcontracts and to require each of its subcontractors to include such clauses in their subcontracts with each lower -tier subcontractor. (E) Payment of Claims by the City. In the event the Company fails, neglects or refuses to make prompt payment of any claim for labor or services furnished to the Company or a Subcontractor by any person in connection with the Design -Build Work as such claim becomes due, the City may pay such claim to the person furnishing the labor or services and charge the amount of the payment against funds due or to become due the Company by reason of this Service Contract. SECTION 12.6.. AUDIT BOOKS AND RECORDS. (A) Audit. All payments whatsoever by the City to the Company and all Design -Build Work of the Company shall be subject to audit at any time by the City. Any audit of the Company's records relating to the Design -Build Work shall be subject to,the provisions of subsection (B) of this Section. . . (B) Construction Books and Records. The Company agrees that City shall, until the expiration of three (3) years after final payment under this contract, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records, of Company involving transactions relating to this Agreement at no additional cost to City. Company agrees that City shall have access during normal working hours to all necessary Company facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Company reasonable advance notice of intended audits. The Company shall prepare and maintain proper, accurate and complete books and records regarding the Design -Build Work and all other transactions related to the design, permitting, construction, start-up, commissioning and testing of the Design -Build Work,,including all books of account, bills, vouchers, invoices, personnel rate sheets, cost estimates and bid computations and analyses, Subcontracts, purchase orders, delivery tickets, time books, daily job diaries and reports, correspondence, and any other documents showing all acts and transactions in connection with or relating to or arising by reason of the Design -Build Work this Service Contract, any Subcontract or any operations or transactions in which the City has or may have a financial or other material interest hereunder. All financial records of the Company and its 73 The City of Ft. Worth Biosolids Processing Facility Service Contract Article XII — Payment of the Fixed Desien-Build Price Subcontractors shall be maintained in accordance with generally accepted accounting principles. The Company shall produce such books and records for examination and copying in connection with the costs of Change Orders, Unilateral Change Directives, Uncontrollable Circumstance costs, or other costs under circumstances in which such costs are required to be Cost Substantiated pursuant to this Service Contract and excluding circumstances in which work is performed on a negotiated, fixed price or unit -price basis. In the event the Company fails to prepare or maintain any books, records or accounts as required under this subsection, the Company shall not be entitled to any requested payments or adjustments for which Cost Substantiation was required hereunder to the extent such failure prevented Cost Substantiation. The provisions of this Section shall survive the termination of this Service Contract. 74 ARTICLE XIJI RESERVED 75 ARTICLE XIV CAPITAL MODIFICATIONS SECTION 14.1. CAPITAL MODIFICATIONS GENERALLY. (A) Purpose. The parties acknowledge that it may be necessary due to an Uncontrollable Circumstance, or desirable from the standpoint of either party, to make Capital Modifications. Capital Modifications may be desirable, for example, to improve the performance or increase the capacity of the Managed Assets, to address or anticipate the obsolescence of portions of the Managed Assets, to reduce the cost to the Company of performing this Service Contract or to reduce the Service Fee payable by the City as provided in subsection (E) of this Section. (B) City Approval and Change Orders. The City shall have the right, in its sole discretion, to approve all Capital Modifications; provided, however, that the Company may implement Small Scale Capital Modifications that meet the specific requirements set forth in Section 14.2 without City approval. All Capital Modifications shall be made and implemented in accordance with this Article. The City shall have the express right to condition its approval of Capital Modifications upon a sharing of any net cost savings expected to result therefrom or upon any further term or condition that the City may seek to establish with respect thereto. (C) Party Responsible for Costs. The Company shall bear the cost and expense of all Capital Modifications required in accordance with Sections 14.2(B) and 14.4. The responsibility for the cost and expense of any Capital Modifications requested by the Company in accordance with Section 14.3 shall be determined by the City in its sole discretion in accordance with its approval rights under this Section. The City shall bear the cost and expense of all Capital Modifications required as a result of an Uncontrollable Circumstance, as discussed in Section 14.5, and all City -directed Capital Modifications, as discussed in Section 14.6. (D) Third Party Borrowing or Financing. Unless otherwise approved by the City in its sole discretion, the Company shall not borrow from any third party to finance any cost or expense required to be borne by the Company under subsection (C) of this Section. In no event shall the Company have any ownership interest in the Managed Assets as a result of any Capital Modification undertaken by the Company under this Article. The City shall have the right to condition its approval of any third party borrowing or financing on any stipulation, term or condition that the City considers necessary or desirable in order to maintain its interest in and ownership of the Managed Assets. Notwithstanding the foregoing, the Company may borrow from an Affiliate of the Company to finance any cost or expense required to be borne by the Company under subsection (C) of this Section without the approval of the City; provided however, that no such borrowing may create, grant or in any way establish any mortgage, lien or security interest in this Service Contract, the payments to be received by the Company under this Service Contract, the Managed Assets or any City Property. (E) Cost Savings. In the event any Capital Modification is reasonably expected to result in a net cost savings to the Company, the parties shall negotiate in good faith the extent to which any such net cost savings shall be shared with the City, and the Service Fee shall be reduced accordingly. SECTION 14.2. CAPITAL MODIFICATIONS AT COMPANY REQUEST. (A) City Approval of Capital Modifications. The Company shall have the right to propose Capital Modifications for consideration by the City, whether before or after Acceptance. The City shall have the absolute 'right to accept, reject or modify any Capital Modification proposed by the Company. In no event shall the rejection or modification of any such Capital Modification by the City relieve the Company of its obligations under this Service Contract. Any such Capital Modification accepted or modified by the City, and any related change in the terms and conditions of this Service Contract, shall be in writing and executed by both parties. The Company shall not be entitled to any adjustment in the terms of this Service Contract as a result of any such Capital Modification unless approved by the City. 76 The City of Ft. Worth Service Contract Biosolids ProcessingFacility acility Article x1V--Capital Modifications (B) Small Scale Capital Modifications. Notwithstanding subsection (A) of this Section, the Company shall have the right to make Small Scale Capital Modifications at Company's expense without City approval; provided that the Small Scale Capital Modification (1) does not diminish the capacity of the Managed Assets to be operated so as to meet the Contract Standards, (2) does not impair the quality, integrity, durability and reliability of the Managed Assets, (3) is reasonably necessary for the Company to fulfill its obligations under the Service Contract, and (4) is feasible. The Company shall provide the City with reasonable advance written notice (not less than 15 days) prior to implementing any Small Scale Capital Modification. The Company shall not be entitled to any adjustment in the terms of this Service Contract as a result of a Small Scale Capital Modification. SECTION 14.3 MAINTENANCE, REPAIR AND REPLACEMENT CAPITAL MODIFICATIONS. In the event that any repair or replacement proposed to be performed by the Company in satisfaction of its obligations under Article Vill can be reasonably expected to result in a material change to the Managed Assets, such repair or replacement shall constitute a Capital Modification in accordance with this Article. The City shall have all approval rights provided under this Article with respect to any such Capital Modification, including the right to accept, reject or modify any such Capital Modification. In no event shall the rejection or modification of any such Capital Modification by the City relieve the Company of,its obligations under this Service Contract. Except as otherwise agreed to by the City in its sole discretion, the design and construction costs of any such Capital Modification, and any related operation, maintenance, repair and replacement costs, shall be borne by the Company. Any such Capital Modifications, and any related change in the terms and conditions of this Service Contract, shall be in writing and executed by both parties. SECTION 14.4 CAPITAL MODIFICATIONS REQUIRED TO REMEDY COMPANY FAULT. In the event that any capital investment, improvement or modification, required to be made by the Company in order to remedy a breach of this Service Contract can be reasonably expected to result in a material change to the Managed Assets, such capital investment, improvement or modification shall constitute a Capital Modification under this Article. The City shall have all approval rights provided under this Article with respect to any such Capital Modifications, including the right to accept, reject or modify any such Capital Modification, which approval shall not be unreasonably withheld or delayed. In no event shall the rejection or modification of any such Capital Modification by the City relieve the Company of its obligations under this Service Contract. The design and construction costs of any such Capital Modification, and any related operation, maintenance, repair and replacement costs, shall be borne by the Company. Any such Capital Modification, and any related change in the terms and conditions of this Service Contract, shall be in writing and executed by both parties. Section 14.5 CAPITAL MODIFICATIONS DUE TO UNCONTROLLABLE CIRCUMSTANCES. Upon the occurrence of an Uncontrollable Circumstance, the parties shall promptly proceed, subject to the terms, conditions and procedures set forth in this Article and Section 16.2, to make or cause to be made all Capital Modifications reasonably necessary to address the Uncontrollable Circumstance. The Company shall consult with the City concerning possible means of addressing and mitigating the effect of any Uncontrollable Circumstance, and the Company and the City shall cooperate in order to minimize any delay, lessen any additional cost and modify the Managed Assets so as to permit the Company to continue providing the Contract Services in light of such Uncontrollable Circumstance. The design and construction costs of any such Capital Modification, and any related operation, maintenance, repair and replacement costs, shall be borne by the City to the extent provided in Section 16.2. Any such Capital Modification made on account of Uncontrollable Circumstances, and any related change in the terms and conditions of this Service Contract, shall be in writing and executed by both parties. Section 14.6 CAPITAL MODIFICATIONS AT CITY DIRECTION. The City shall have the right to make Capital Modifications at any time and for any reason whatsoever, whether and however the exercise of such rights affects this Service Contract so long as the Company's rights are protected as provided in Section 14.10. The design and construction costs of any such Capital Modification made at the City's direction under this Section, and any related operation, maintenance, repair and replacement costs, shall be borne by the City, through an adjustment to the Service Fee, through City financing, or both, as elected by the City pursuant to Sections 14.7, 14.8 and 14.9. The City shall have no obligation to direct the Company to make any Capital Modification. 77 The City of Ft. Worth Service Contract Biosolids Processing Facility Article XIV - Capital Modifications Section 14.7 PRIMARY PROCEDURE FOR IMPLEMENTING CAPITAL MODIFICATIONS. (A) Primary Implementation Procedure. Unless the City determines pursuant to Section 14.8 (Alternative Procedures for Implementing Capital Modifications) that an alternative implementation procedure is to be employed, the implementation procedure set forth in this Section shall apply with respect to all Capital Modifications. (B) Company Conceptual Plan and City Review. At the request of the City and at the cost and expense of (i) the Company if the Capital Modification is a Company -requested Capital Modification, or a Capital Modification required due to Company Fault; or (ii) the City if the Capital Modification is a City -directed Capital Modification or a Capital Modification required as a result of an Uncontrollable Circumstance, the Company shall prepare and deliver to the City a conceptual plan for the implementation of the Capital Modification. The conceptual plan shall include the Company's recommendations as to technology, design, construction, equipment, materials, and operating and performance impacts. The foregoing recommendations shall seek to allow for maximum competition in price and shall not favor the Company or any of its Affiliates. Preliminary schedule and capital and operating cost estimates shall be included, together with an assessment of possible alternatives. The conceptual plan shall specifically evaluate reasonable alternatives to the mix of Capital Modifications and changed operating and management practices which the Company is recommending. The City shall review the Company's conceptual plan and recommendations and undertake discussions with the Company in order to reach agreement on a basic approach to the Capital Modification. (C) Company Implementation Proposal. Following agreement on a basic approach to the Capital Modification the Company shall submit a formal implementation proposal to the City for its consideration. With respectto any Capital Modification to be undertaken at the City's expense and as otherwise required by Applicable Law, the implementation proposal shall contain (1) a Company services element and (2) a third -party construction services element, to be implemented through third -party contracting. (1) Company Services Element. The Company services element shall contain: (a) the Company's offer to perform design, construction management and acceptance testing services and obtain and maintain Governmental Approvals with respect to the Capital Modification for a fixed price, and shall include a guarantee of the performance of the Capital Modification through an acceptance test and a guaranteed maximum construction price if so requested by the City and agreed to, by the Company; and (b) as applicable, the Company's offer to operate, maintain, repair, replace, obtain and maintain Governmental Approvals for, and manage the Capital Modification following construction and acceptance for a fixed fee to be added to the Operating Charge of the Service Fee, and shall include long-term performance guarantees with respect to the Capital Modification. (2) Third -Party Construction Services Element. The third -party construction services element shall be a proposal by the Company to conduct, to the extent required under Applicable Law, a bidding or competitive proposal process for the construction work or the design -build work involved in completing the Capital Modification. The bidding process shall include an advertisement for bids and a construction contract award to the lowest responsible bidder and shall be conducted in accordance with the requirements of Applicable Law which govern construction projects undertaken by the City. The resulting construction or design -build contract shall be held by and executed in the name of the City or the Company, as determined by the City in compliance with Applicable Law. A ;competitive proposal process" referred to herein may include a request for proposals and a design -build contract award to the proposer whose proposal is determined to provide the best value considering the relative importance of price and other evaluation factors included in the request for proposals. With respect to any Capital Modification to be undertaken at the City's expense and as otherwise required by Applicable Law, the City shall be a party to all such construction contracts or design -build contracts unless the City determines otherwise as permitted by Applicable Law. 78 The City of Ft. Worth Service Contract Biosolids Processing Facility Article XIV - Capital Modifications (D) Negotiation and Finalization of Company Implementation Proposal. The parties shall proceed, promptly following the City's review of the Company's submittal and quotation, to negotiate to reach an agreement on price and any adjustment to the terms and conditions of this Service Contract required under Section 14.10 (Company Non -Impairment Rights). Any final negotiated agreement for the implementation of a Capital Modification under this Section shall address, as applicable: (1) design requirements; (2) construction management services; (3) acceptance tests, standards and procedures; (4) a guarantee of completion and acceptance; (5) performance guarantees; (5) exit tests standards and procedures; (7) any changes to the Performance Guarantees or other Contract Standards to take effect as a consequence of the Capital Modification; (8) a payment schedule for the design and construction management -related services; (9) provisions for review by the City Engineering Representative; (10) any adjustments to the Service Fee resulting from the Capital Modification, including any related operation, maintenance, repair and replacement costs; (11) a financing plan; and (12) any other appropriate amendments to this Service Contract. Except as provided in subsections (B) and (C) of this Section with respect to the preparation of the conceptual plan and formal implementation proposal, the City shall have no obligation to reimburse the Company for any costs incurred pursuant to this Section except as part of a negotiated amendment to this Service Contract. (E) Implementation Procedures and Company Performance. With respect to each Capital Modification to be made by the Company other than Small Scale Capital Modifications, the City shall have the same substantive and procedural rights that it has with respect to the design, construction and acceptance of the Biosolids Processing Facility Capital Improvements, as set forth in Articles X, XI, and XII and in Appendices 4, 5, 8, and 9. The Company shall comply with Applicable Law and all other Contract Standards in connection with any Capital Modification undertaken by the Company pursuant to this Article. SECTION 14.8 ALTERNATIVE PROCEDURES FOR IMPLEMENTING CAPITAL MODIFICATIONS. With respect to any Capital Modification to be undertaken at the City's expense and as otherwise required by Applicable taw, the City shall be under no obligation to utilize the primary implementation procedure for Capital Modifications set forth in Section 14.7, and may instead, in its sole discretion, utilize any other implementation procedure available to it or required under Applicable Law. Alternative implementation procedures may include, to the extent permissible under Applicable Law: (1) contracting with the Company on a sole source basis to implement the Capital Modification on a design -build or design -build -operate basis; (2) contracting with the Company to manage a competition for design -build services to implement the Capital Modification; and (3) contracting with third parties for the implementation of the Capital Modification on a traditional design--bid-bulld basis, with the City rather than the Company responsible for the design and construction of the Capital Modification, or with the Company acting as the City's agent in the design -bid -build process. While it is the intention of the City to have the Company operate, maintain, repair, replace and manage Capital Modifications on an integrated basis with the Managed Assets, the City is not obligated to do so and may contract for such services with a third -party. The City may determine to proceed with an alternative implementation procedure for a Capital Modification at any time, whether before or after entering into negotiations with the Company under the primary implementation procedure specified under Section 14.7. SECTION 14.9 FINANCING CAPITAL MODIFICATIONS. Unless otherwise agreed to' by the parties, the City shall provide financing for any Capital Modification for which it is financially responsible under this Article, and shall make the proceeds of the financing available to the Company to pay the negotiated price based on the requirements of Applicable Law. The Company shall finance and pay for any Capital Modification for which it is financially responsible under this Article without reimbursement from or other claim upon the City, subject to the limitations set forth in subsection 14.1(D). The City in its sole discretion may voluntarily, if requested by the Company, provide financing for the Capital Modifications for which the Company is financially responsible hereunder, on terms and conditions established by the City in its sole discretion SECTION 14.10 COMPANY NON -IMPAIRMENT RIGHTS. No Capital Modification, other than a Company --requested Capital Modification or a Capital Modification under Sections 14.2(B), 14.3 and 14.4 shall be made that materially impairs any right, materially impairs the ability to perform, imposes any material additional obligation or liability, or materially increases the costs of the Company hereunder, including operating, maintenance, repair and replacement costs related to such Capital Modification. The Company shall have no right to object to any 79 The City of Ft. Worth Service Contract Biosolids Processing Facility Article XIV - Capital Modifications such Capital Modification, however, if the City affords the Company appropriate price, schedule, performance and other relief necessary to avoid any such material effect. Nothing in this Section shall impair the rights of the Company under Section 16.2 to schedule price and performance relief upon the occurrence of an Uncontrollable Circumstance. Rut ARTIICLE XV BREACH, DEFAULT, REMEDIES AND TERMINATION SECTION 15.1 REMEDIES FOR BREACH. The parties agree that, except as otherwise provided in this Article with respect to termination rights, in the event that either party breaches this Service Contract, the other party may exercise any legal rights it has under this Service Contract, under the Security Instruments and under Applicable Law to recover damages, and that such rights to recover damages shall ordinarily constitute adequate remedies for any such breach. Neither party shall have the right to terminate this Service Contract for cause except upon the occurrence of an Event of Default. SECTION 15.2 EVENTS OF DEFAULT BY THE COMPANY. (A) City Termination for Cause. The City shall have the right during the entire term of this Service Contract to terminate for cause and to pursue all remedies available pursuant to this Article, without cost or liability to the City, based upon the occurrence of any Event of Default by the Company. (B) Events of Default Not Requiring Previous Notice or Further Cure Opportunity for Termination. The following shall constitute an Event of Default by the Company upon which the City, by notice to the Company, may terminate this Service Contract without any requirement of having given notice previously or of providing any further cure opportunity: 1. Intentional Misrepresentation. The intentional misrepresentation by the Company of information and facts relating to the Company's performance of the Contract Services and the performance of the Managed Assets; 2. Failure to Meet the Odor Guarantee. Following the Acceptance Date, the issuance by TCEQ or EPA of a fourth or any subsequent Odor incident and provided that in order for such termination to occur such fourth or subsequent Odor Incident must be at least the second such Odor Incident in any calendar year. 3. Abandonment. The abandonment or failure to manage all or a substantial portion of Managed Assets for two or more consecutive days in any Contract Year, unless caused by Uncontrollable Circumstances; (C) Events of Default Requiring Notice and Opportunity to Cure. The following events of default shall, unless otherwise specifically provided for, be given no more than 90 days to cure the event of default from the date notice is delivered by the City to the Company. Good faith effort initiated within the time to cure shall toll the termination date and a mutually agreed upon date for cure may be established by the Parties. 1. Security for Performance. The failure of the Company,to obtain or maintain in full force and effect any Security Instrument required by Article XVII as security for the performance of this Service Contract (unless the City has released the Company from its obligation to provide a Security Instrument pursuant to Section 17.3); 2. Failure to Achieve Acceptance. Except to the extent excused due to the occurrence of Uncontrollable Circumstances, the failure of the Company to achieve Acceptance as described in Appendix 4 & Volume Article 12.2(H), prior to the end of the Extension Period; 3. Misrepresentation. Any representation or warranty of the Company hereunder was false or inaccurate in any respect when made. 81 The City of Ft. Worth Biosolids Processing Facility Service Contract Article XV - Breach, Default, Remedies 4. Failure to Meet any Performance Guarantee. Failure to meet any Performance Guarantee provided the failures have occurred three times within a sixty day period and the City has provided written notice to the Company and an opportunity to correct.; 5. Insolvency. The insolvency of the Company as determined under the Bankruptcy Code; 6. Voluntary Bankruptcy. The filing by the Company of a petition of voluntary bankruptcy under the Bankruptcy Code; the consenting of the Company to the filing of any bankruptcy or reorganization petition against the Company under the Bankruptcy Code; or the filing by the Company of a petition to reorganize the Company pursuant to the Bankruptcy Code; 7. Involuntary Bankruptcy. The issuance of an order of a court of competent jurisdiction appointing a receiver, liquidator, custodian or trustee of the Company or of a major part of the Company's property, or the filing against the Company or the Guarantor of a petition to reorganize the Company pursuant to the Bankruptcy Code, which order shall not have been discharged or which filing shall not have been dismissed within 90 days after such issuance or filing, respectively; 8. Payment Failure. The Company fails, refuses or otherwise defaults in its duty to pay any amount required to be paid to the City under this Service Contract within 30 days following the due date for such payment; 9. Excessive Performance Failures. Total Performance Credits exceed $75,000 in any given Contract Year; 10. Other Non -Performance. Failure to perform any other material obligation under this Service Contract including compliance with Applicable Law, (A) Notice and Cure Procedure. For each event of default in subsection (B), no such default (other than those set forth in subsection (A) of this Section) shall constitute an Event of Default giving the City the right to terminate this Service Contract for cause under this subsection unless: (1) The City has given prior written notice to the Company stating that in its opinion a specified default exists which gives the City a right to terminate this Service Contract for cause under this Section unless such default is corrected within a reasonable period of time, and describing the default in reasonable detail; and (2) The Company has not initiated within 30 days (or such other period, whether shorter or longer, as may be presented by circumstances or as set forth in another section of this Agreement, as determined by City in its sole discretion) and continued with due diligence to carry out to completion all actions reasonably necessary to correct the default and prevent its recurrence. Company shall present to City a schedule for completing the cure and failure to comply shall be an event of default. If the Company shall have challenged the default allegation in an appropriate forum or have initiated within such reasonable time and continued with due diligence to carry out to completion all such actions, the default shall not constitute an Event of Default during such challenge or cure period as the Company shall continue with due diligence to carry out to completion all such actions. A failure of the Company to cure the default within 90 days following the initial default notice or such longer period as the Parties may agree is reasonable to cure the default, shall be an Event of Default by the Company upon which the City may terminate this Service Contract. (B) Other Remedies Upon Company -Event of Default. The right of termination provided under this Section upon an Event of Default by the Company is not exclusive. If this Service Contract is 82 The City of Ft. Worth Biosolids Processing Facility Service Contract Article XV - Breach, Default, Remedies terminated by the City for an Event of Default by the Company, the City shall have the right to pursue a cause of action for actual damages and to exercise all other remedies which are available to it under this Service Contract, under the Security Instruments and under Applicable Law. The Company shall not be entitled to any compensation for services provided subsequent to receiving any notice of termination for an Event of Default under this Section. (C) Relationship to Performance Credits. Any performance credit payable by the Company under this Service Contract shall cease to accrue on the Termination Date. The Company shall be liable for all Performance Credits that have accrued up to the Termination Date. The parties acknowledge and agree that such Performance Credits are intended solely to compensate the City for costs and expenses associated with the specific circumstances identified in the specific provisions providing for such Performance Credits and are not intended to recoup all damages that the City is likely to suffer in the event that a Company Event of Default under this Article results in a termination of this Service Contract. Accordingly, except as specifically provided in Section 15.3 and except with respect to damages relating solely to the specific circumstances for which Performance Credits are provided under this Service Contract, the payment of any such Performance Credit by the Company shall not serve to limit or otherwise affect the City's right to pursue and recover damages under subsection (D) of this Section. SECTION XV.3 EVENTS OF DEFAULT BY THE CITY. (A) Events of Default Permitting Termination. Each of the following shall constitute an Event of Default by the City upon which the Company, by notice to the City, may exercise any right or remedy available to it at law or equity, including the right to terminate or suspend work under this Service Contract if such default is not cured within a time as agreed upon by the Parties: (1) Representations and Warranties. Any representation or warranty of the City hereunder was intentionally false or knowingly inaccurate in any material respect when made, and the legality of this Service Contract orthe ability of the Cityto carry out its obligations hereunder is thereby adversely affected; (2) Failure to Pay or Perform. The failure, refusal or other default by the City in its duty: (1) to pay the amount required to be paid to the Company under this Service Contract under the Texas Prompt Payment Act, provided however, that failure by the City Council to authorize or appropriate sufficient funding for any fiscal year shall not be an Event of Default under this section and shall be grounds for a Convenience Termination by the City; or (2) to perform any other material obligation under this Service Contract (unless such default is excused by an Uncontrollable Circumstance); or (3) Bankruptc_y. The authorized filing by the City of a petition seeking relief under the Bankruptcy Code, as applicable to political subdivisions which are insolvent or unable to meet their obligations as they mature; provided that the appointment of a financial control or oversight board by the State for the City shall not in and of itself constitute an Event of Default hereunder. (B) _Notice and Cure O_pportunity. No such default described in subsection (A) of this Section shall constitute an Event of Default giving the Company the right to terminate this Service Contract for cause under this subsection unless. (1) The Company has given prior written notice to the City stating that a specified default has occurred which gives the Company a right to terminate this Service Contract for cause under this Section, and describing the default in reasonable detail; and 83 The City of Ft. Worth Biosolids Processing Facility Service Contract Article XV - Breach, Default, Remedies and Termination (2) The City has neither challenged in an appropriate forum the Company's conclusion that such default has occurred or constitutes a material breach of this Service Contract nor corrected or diligently taken steps to correct such default within a reasonable period of time but not more than 30 days from the date of the notice given pursuant to item (1) above (but if the City shall have diligently taken steps to correct such default within a reasonable period of time, the same shall not constitute an Event of Default for as long as the City is continuing to take such steps to correct such default). (C) Payment of Amounts Owing Through_ the Termination Date. Upon any termination pursuant to this Section, the Company shall also be paid all amounts due for the Contract Services performed prior to the Termination Date to be paid as part of the Fixed Design -Build Price or Service Fee, as applicable, but not yet paid as of the Termination Date. (D) Termination Payment. Upon any termination pursuant to this Section, the Company shall also be paid the termination fee calculated in accordance with Section XV.4. The Company agrees that the applicable termination fee shall fully and adequately compensate the Company and all Subcontractors for foregone potential profits and any charges of any kind whatsoever (whether foreseen or unforeseen), including initial transition and mobilization costs and demobilization, employee transition and other similar wind --down costs, attributable to the termination of this Service Contract. SECTION 15.4 CITY CONVENIENCE TERMINATION. LAI City Convenience Termination Prior To The Acceptance Date (1) City Convenience Termination Option During the Transition Period: The City shall have the right at any time during the Transition Period, exercisable in its sole discretion, for its convenience and without cause, to terminate this Service Contract upon 30 days' written notice to the Company. Upon any such termination, the City shall pay the Company an amount equal to $500,000, after settlement of payments owing the Company as of the Termination Date under subsection 4 (Payment of Amounts Owing through the Termination Date) of this Section. L2) City Convenience Termination Option after the Transition Period and Prior to Acceptance: The City shall have the right at any time after the Transition Period and prior to the Acceptance Date, exercisable in its sole discretion, for its convenience and without cause, to terminate this Service Contract upon 90 days' written notice to the Company. Upon any such termination, the City shall pay the Company an amount equal to $1,000,000, after settlement of payments owing the Company as of the Termination Date under subsection 4 (Payment of Amounts Owing through the Termination Date) of this Section. (3) Payment of Amounts Owing Through the Termination Date. Upon any termination pursuant to this Section, the Company shall be paid all amounts due for the Contract Services performed prior to the Termination Date to be paid as part of the Design -Build Price or Service Fee, as applicable, but not yet paid as of the Termination Date. (4) Delivery of Work Product to the City. Concurrently with payment by the City to the Company of the amount due upon any termination of this Service Contract under this Section, the Company shall deliver to the City its entire work product produced during the period commencing on the Contract Date to the Termination Date hereunder, which work product immediately shall become the property of the City. (B) City Convenience Termination Following the Acceptance Date. 84 The City of Ft. Worth Service Contract Biosolids Processing Facility Article XV - Breach, Default, Remedies and Termination (1) City Convenience Termination Right Option Fallowing the Acceptance Date: The City shall have the right at any time following the Acceptance Date, exercisable in its sole discretion, for its convenience and without cause, to terminate this Service Contract upon 90 days written notice to the Company. If the City exercises its right to terminate this Service Contract pursuant to this Section, the City shall pay the Company a convenience termination fee of $2,000,000 reduced by 1/120 of such amount for each month which has elapsed following the Acceptance Date to and including the month in which the Termination Date occurs. If this Service Contract is renewed pursuant to Section 3.2 (City Renewal Option), then the convenience termination fee payable during the Renewal Term shall be Zero. (2) Uncontrollable Circumstances: In the event an Uncontrollable Circumstance causes a total constructive loss of the Managed Assets, or in the event an Uncontrollable Circumstance causes an extraordinary increase in City costs, and thereupon the City elects to exercise its right of convenience termination under this Section, the City shall not be required to pay the termination fee to the Company specified in Subsection B of this Section. A "total constructive loss" for this purpose shall be deemed to have occurred: (1) if so determined by the casualty insurance carrier; or (2) if the Managed Assets are substantially inoperable for a period of at least six months following the occurrence of the Uncontrollable Circumstance. An "extraordinary increase" in City costs shall be deemed to have occurred for this purpose if costs proposed to be paid to the Company resulting from the Uncontrollable Circumstance would cause an increase of more than 20% from the prior Contract Year in the total Service Fee payable under this Service Contract when compared to such amounts that would be payable during the comparable periods had no Uncontrollable Circumstance occurred. SECTION 15.5 GENERAL PROVISIONS REGARDING CONVENIENCE TERMINATION. (A) Termination Fee Payment Contingent Upon Surrender of Possession. For a City Convenience Termination, the City shall have no obligation to pay the applicable termination fee, as defined in Section 15.4, until the Company obligations provided for in Sections 15.6 and 15.7 have been met and until the surrender of possession and control by the Company of the Managed Assets to the City. (B) Adequacy of Termination Payment. The Company agrees that the applicable termination fee provided in Section 15.4 shall fully and adequately compensate the Company and all Subcontractors for all costs of undertaking their obligations under subsection 15.9(A) (Company Obligations), foregone potential profits and any charges of any kind whatsoever (whether foreseen or unforeseen), including initial transition and mobilization costs and demobilization, employee transition and other similar wind -down costs, attributable to the termination of the Company's right to perform this Service Contract. (C) Consideration for Convenience Termination Payment. The right of the City to terminate this Service Contract for its convenience and in its sole discretion in accordance with this Article constitutes an essential part of the overall consideration for this Service Contract, and the Company hereby waives any right it may have under Applicable Law to assert that the City owes the Company a duty of good faith dealing in the exercise of such right. (D) Completion or Continuance by City. After the date of termination under this Article, the City may at any time (but without any obligation to do so) take any and all actions necessary or desirable to continue and complete the Contract Services so terminated, including entering into contracts with other operators and contractors at no cost to Company. 85 The City of Ft. Worth Biosolids Processing Facility Service Contract Article XV - Breach, Default, Remedies SECTION 15.6 OBLIGATIONS OF THE COMPANY UPON TERMINATION OR EXPIRATION. (A) Company Obligations. Upon any termination of the Company's right to perform this Service Contract, or upon the expiration of this Service Contract under Section 3.1, the Company shall, as applicable: (1) stop the Contract Services on the date and to the extent specified by the City; (2) promptly deliver to the City all Design Documents and construction record drawings prepared by the Company in carrying out the Design -Build Work which have not previously been delivered to the City, and all supporting design notebooks, calculations, record files, design meeting memoranda, and construction meeting memoranda; (3) promptly take all action as necessary to protect and preserve all materials, equipment, tools, facilities and other property, including all of the items described in item (8) below; (4) promptly remove from the Managed Assets all equipment, implements, machinery, tools, temporary facilities of any kind and other property owned or leased by the Company (including sheds, trailers, workshops and toilets), and repair any damage caused by such removal; (5) clean the Managed Assets, including the Sites, and leave the Managed Assets in a neat and orderly condition; (6) subject to subsection (B) of this Section, promptly remove all employees of the Company and any Subcontractors and vacate the Managed Assets; (7) promptly remediate any unauthorized release in accordance with Section 7.11 (Releases, Leaks and Spills); (8) promptly deliver to the City a list of all supplies, materials, machinery, equipment, property and special order items previously delivered or fabricated by the Company or any Subcontractor but not yet incorporated in the Managed Assets; (9) provide the City with a 45-day supply of chemicals and other Consumables and a reasonable supply of spare parts in light of the nature and condition of the Managed Assets as of the Termination Date; (10) deliver to the City the Operation and Maintenance Plan and all computer programs used at the Managed Assets in the performance of Contract Services, including all revisions and updates thereto; (11) provide the City with a list of all files relevant to the Managed Assets and access and security codes with instructions and demonstrations which show how to open and change such codes; (12) deliver to the City a copy of all books and records (other than financial records) in its possession relating to the performance of the Contract Services; (13) deliver to the City fully updated drawings of the System Capital Improvements and any Capital Modifications; (14) advise the City promptly of any special circumstances which might limit or prohibit cancellation of any Subcontract; 86 The City of Ft. Worth Biosolids Processing Facility Service Contract Article XV - Breach, Default, Remedies (15) promptly deliver to the City copies of all Subcontracts, together with a statement of: (a) the items ordered and not yet delivered, pursuant to each agreement; (b) the expected delivery date of all such items; (c) the total cost of each agreement and the terms of payment; and (d) the estimated cost of canceling each agreement; (15) assign to the City any Subcontract that the City elects in writing, at its sole election and without obligation, to have assigned to it. The City shall assume, and the Company shall be relieved of its obligations under, any Subcontract so assigned; (17) unless the City directs otherwise, terminate all Subcontracts and make no additional agreements with Subcontractors; (18) provide the City with a list of all Managed Asset Equipment subject to patents, licenses, franchises, trademarks or copyrights and the associated royalties and license fees associated therewith which the City will be responsible for paying on or after the Termination Date; (19) as directed by the City, transfer to the City by appropriate instruments of title, and deliver all special order items pursuant to this Service Contract for which the City has made or is obligated to make payment; (20) promptly transfer to the City all warranties given by any manufacturer or Subcontractor with respect to particular components of the Management Services or the Design -Build Work; (21) notify the City promptly in writing of any Legal Proceedings against the Company by any Subcontractor or other third parties relating to the termination of the Management Services or the Design - Build Work (or any Subcontracts); (22) give written notice of termination, effective as of the date of termination of this Service Contract, promptly under each policy of Required Insurance (with a copy of each such notice to the City), but permit the City to elect to continue such policies in force thereafter at its own expense, if possible; (23) arrange its dealings with employees to the extent permitted under Applicable Law such that no "successor clause" or accrued benefit liability will bind the City in the event the City determines to offer employment to the Company's employees at the Managed Assets following the Termination Date; (24) take such other actions and execute such other documents as may be necessary to effectuate and confirm the foregoing matters, or as may be otherwise necessary or desirable to minimize the City's costs, and take no action which shall increase any amount payable to the City under this Service Contract; and (25) transfer TCEQ Air Permits(s) and all other regulatory permits to the City, if allowed. (B) Hiring of Company Personnel. Upon the termination or expiration of this Service Contract under any provision hereof, the City or any successor operator of the Managed Assets designated by the City shall have the right to offer employment on any terms it may choose to any Company employee employed full time at the Managed Assets. No Company employment agreement, job offer, letter or similar document may contravene this right; provided, however, that nothing in this clause (B) shall limit Company from offering any 87 The City of Ft. Worth Service Contract Biosolids Processing Facility Article XV - Breach, Default, Remedies and Termination such employee employment elsewhere with the Company or an Affiliate nor abridge employee's right to select any offer of employment from the City or the Company. (C) Continuity of Service and Technical Support. Upon any termination of the Company's right to perform this Service Contract, or upon the expiration of this Service Contract under Section 3.1, the Company, at the request and direction of the City in its sole discretion, shall provide for an effective continuity of service and the smooth and orderly transition of management to the City or any replacement operator designated by the City. (D) Company Payment of Certain Costs. If termination is pursuant to Section 15.2, the Company shall be obligated to pay the costs and expenses of undertaking its obligations under subsection (C) of this Section. . If the Company fails to comply with any obligation under this Section, the City may perform such obligation and the Company shall pay on demand all reasonable costs thereof subject to Cost Substantiation. (E) Exit Test. Not later than 180 days following the Acceptance Date, the Company shall prepare and submit to the City for its approval a plan for exit testing of the Managed Assets, which shall conform to the requirements of Appendix 14 in all respects. The City shall submit its comments on the exit testing plan to the Company within 30 days after receipt thereof, and the Company thereafter shall prepare a final exit testing plan, incorporating the City's comments, for submission to the City within 30 days. In the event the Company has not been in full compliance with the Performance Guarantees for the twelve consecutive months preceding the Termination Date, the Company, (or a third party at the City's option), at the request of the City and after reasonable notice to the Company, shall perform the exit test of the Managed Assets for compliance with the Exit Test Procedures and Standards in the first month of the 3-month period preceding the Termination Date. If such test shows that the Managed Assets are operating out of compliance with the Exit Test Procedures and Standards, then within 14 days after such test results, the Company shall submit to the City a plan for remediation and retesting. The City shall have 14 days to approve such plan, which approval shall not be unreasonably withheld. The Company shall make all capital investment, repairs, replacements, renewals and operating changes necessary and take all other actions which may be necessary to enable the Managed Assets to meet the Exit Test Procedures and Standards. The Managed Assets shall then be re -tested to demonstrate that the necessary corrective action has been taken and the Managed Assets is in compliance with the Exit Test Procedures and Standards. No such testing or retesting shall relieve the Company of its obligations under this Service Contract during the performance of the test or retest. Any capital investment, improvement or modification required to be made pursuant to this subsection, reasonably expected to result in a material change to the Managed Assets, shall be considered a Capital Modification subject to the provisions of Section 14.4. (F) Asset Evaluation: Prior to commencing operations, the Company shall provide the City with a current status of all site equipment. This current status submittal shall be in two phases; the first phase shall occur prior to taking over existing assets, and the second phase shall occur after Acceptance of the new assets. After City approval, the current equipment status submittal shall become the baseline status. In accordance with Volume 3, Appendix 13, the Company shall obtain the services of an Independent Evaluator to perform a final inspection of all structures, equipment and assets and provide a functionality rating. Assets that receive a score of less than "4" as defined in Volume 3, Appendix 13, Section 13.3.2 shall be refurbished, remediated, or repaired, at Company's expense, as necessary to increase the asset score up to a "4" or better. (Addendum #2) SECTION 15.7 SURVIVAL OF CERTAIN PROVISIONS UPON TERMINATION. All representations and warranties of the parties hereto contained in Article II, the Company's indemnity obligations in this Service Contract with respect to events that occurred prior to the Termination Date or during the Company's provision of the transition services under Section 15.9, and all other provisions of this Service Contract that so provide shall survive the termination of this Service Contract. No termination of this Service Contract shall (1) limit or otherwise affect the respective rights and obligations of the parties hereto accrued prior to the date of such The City of Ft. Worth Service Contract Biosolids Processing Facility Article XV - Breach, Default, Remedies and Termination termination; or (2) preclude either party from impleading the other party in any Legal Proceeding originated by a third -party as to any matter occurring during the Term. SECTION 1S.8 NO WAIVERS. No action of the City or Company pursuant to this Service Contract (including any investigation or payment), and no failure to act, shall constitute a waiver by either party of the other party's compliance with any term or provision of this Service Contract. No course of dealing or delay by the City or Company in exercising any right, power or remedy under this Service Contract shall operate as a waiver thereof or otherwise prejudice such party's rights, powers and remedies. No single or partial exercise of (or failure to exercise) any right, power or remedy of the City or the Company underthis Service Contract shall preclude any other orfurther exercise thereof or the exercise of any other right, power or remedy. SECTION 15.9 DISPUTE RESOLUTION PROCEDURES. All claims arising as a result of the Design - Build Work ("Claims"), except for claims related to payment for Design -Build Work, shall be referred to the City for decision. A decision by City shall be required as a condition precedent to any exercise by Company of any rights or remedies it may otherwise have under this Service Contract or by Applicable Law in respect of such Claims. Written notice stating the general nature of each Claim shall be delivered by the Company to City no later than 15 days after the discovery of the event giving rise thereto. Notice of the amount or extent of the Claim, with supporting data, shall be delivered to the City on or before 45 days from the discovery of the event giving rise thereto (unless the City allows additional time for Company to submit additional or more accurate data in support of such Claim). The responsibility to substantiate a Claim shall rest with the party making the Claim. City will review each Claim and, within 30 days after receipt of the last submittal of the Company, if any, take one of the following actions in writing: 1) deny the Claim in whole or in part; 2) approve the Claim; or 3) notify the Company that the City is unable to resolve the Claim if, in the City's sole discretion, it would be inappropriate for the City to do so. For purposes of further resolution of the Claim, such notice shall be deemed a denial. City's written action under this paragraph will be final and binding unless City or Company invoke the dispute resolution procedure set forth herein within 30 days of such action or denial. Either City or Company may request mediation of any Claim before such decision becomes final and binding. The request for mediation shall be submitted to the other party to this Service Contract. City and Company shall participate in the mediation process in good faith. The process shall be commenced within 60 days of filing of the request. Failure the resolve the dispute at mediation will render the Claim ripe for adjudication in a court of competent jurisdiction as provided for in this Service Contract. SECTION 15.10 FORUM FOR LEGAL PROCEEDINGS. If any action, whether real or asserted, at law or in equity, arises on the basis of any provision of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas — Fort Worth Division. This Agreement shall be construed in accordance with the laws of the State of Texas. 89 ARTICLE XVI INSURANCE, UNCONTROLLABLE CIRCUMSTANCES AND INDEMNIFICATION SECTION 16.1. DESIGN -BUILD INSURANCE. City of Fort Worth standard insurance requirements are as follows: (1) INSURANCE LIMITS a. Commercial General Liability — Insured shall maintain commercial general liability (CGL) and, if necessary, commercial umbrella insurance as follows: $1,000,000 each occurrence $2,000,000 aggregate If such Commercial General Liability insurance contains a general aggregate limit, it shall apply separately to this Project or location. i. City shall be included as an additional insured with all rights of defense under the CGL, using ISO additional insured endorsement or a substitute providing equivalent coverage, and under the commercial umbrella, if any. This insurance shall apply as primary insurance with respect to any other insurance or self-insurance programs afforded to City. The Commercial General Liability insurance policy shall have no exclusions or endorsements that would alter or nullify: premises/operations, products/completed operations, contractual, personal injury, or advertising injury, which are normally contained within the policy, unless City specifically approves such exclusions in writing. ii. Insured waives all rights against City and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the commercial general liability or commercial umbrella liability insurance maintained in accordance with Agreement. b. Business Auto — Insured shall maintain business auto liability and, if necessary, commercial umbrella liability insurance as follows: $1,000,000 each accident (or reasonably equivalent limits of coverage if written on a split limits basis). Such insurance shall cover liability arising out of "any auto", including owned, hired, and non -owned autos, when said vehicle is used in the course of the Project. If Insured owns no vehicles, coverage for hired or non -owned is acceptable. Insured waives all rights against City and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the business auto liability or commercial umbrella liability insurance obtained by Insured pursuant to this Agreement or under any applicable auto physical damage coverage. c. Workers' Compensation — Insured shall maintain workers compensation and employers liability insurance and, if necessary, commercial umbrella liability insurance as follows: Coverage A: statutory limits Coverage B: $100,000 each accident $500,000 disease - policy limit $100,000 disease - each employee Insured waives all rights against City and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered byworkers compensation and The City of Ft. Worth Service Contract Biosolids Processing Facility Article XVI - Insurance, Uncontrollable Circumstances and Indemnification employer's liability or commercial umbrella insurance obtained by Engineer pursuant to this Agreement. d. Professional Liability (Errors & Omissions) -- If appropriate, Insured shall maintain professional liability insurance as follows: $1,000,000 - Each Claim Limit $2,000,000 - Aggregate Limit Professional Liability coverage may be provided through an endorsement to the Commercial General Liability policy, or a separate policy specific to Professional E&O. Either is acceptable if coverage meets all other requirements. Coverage shall be claims -made, and maintained for the duration of the contractual agreement and for three (3) years following completion of services provided. The policy shall contain a retroactive date prior or equal to the Effective Date of the Agreement or the first date of services to be performed, whichever is earlier. An annual certificate of insurance shall be submitted to City to evidence coverage. (2) GENERAL INSURANCE REQUIREMENTS a. Certificates of insurance evidencing that Insured has obtained all required insurance shall be attached to Agreement concurrent with its execution. Any failure to attach the required insurance documentation hereto shall not constitute a waiver of the insurance requirements. b. Applicable policies shall be endorsed to name City as an Additional Insured thereon, subject to any defense provided by the policy, as its interests may appear. The term City shall include its employees, officers, officials, and agents as respects the contracted services. Applicable policies shall each be endorsed with a waiver of subrogation in favor of City with respect to the Project. c. Certificate(s) of insurance shall document that insurance coverage limits specified in this Agreement are provided under applicable policies documented thereon. Insured's insurance policy(s) shall be endorsed to provide that said insurance is primary protection and any self - funded or commercial coverage maintained by City shall not be called upon to contribute to loss recovery. insured's liability shall not be limited to the specified amounts of insurance required herein. d. Other than worker's compensation insurance, in lieu of traditional insurance, City may consider alternative coverage or,risk treatment measures through insurance pools or risk retention groups. City must approve in writing any alternative coverage for it to be accepted. e. A minimum of thirty (30) days' notice of cancellation or material change in coverage shall be provided to City. A ten (10) days' notice shall be acceptable in the event of non-payment of premium. f. Insurers must be authorized to do business in the State of Texas and have a current A.M. Best rating of A:VII or equivalent measure of financial strength and solvency. g. Any deductible or self -insured retention in excess of $25,000 that would change or alter the requirements herein is subject to approval in writing by City, if coverage is not provided on a first - dollar basis. City, at its sole discretion, may consent to alternative coverage maintained through insurance pools or risk retention groups. Dedicated financial resources or letters of credit may also be acceptable to City. h. In the course of the Agreement, Insured shall report, in a timely manner, to City's Contract Compliance Manager any known loss or occurrence which could give rise to a liability claim or lawsuit or which could result in a property loss. 91 The City of Ft. Worth Service Contract Biosolids Processing Facility Article XVI - Insurance, Uncontrollable Circumstances and Indemnification City shall be entitled, upon its request and without incurring expense, to review Insured's insurance policies including endorsements thereto and, at City's discretion, Insured may be required to provide proof of insurance premium payments. j. Lines of coverage, other than Professional Liability, underwritten on a claims -made basis, shall contain a retroactive date coincident with or prior to the date of this Agreement. The certificate of insurance shall state both the retroactive date and that the coverage is claims -made. k. Coverages, whether written on an occurrence or claims -made basis, shall be maintained without interruption nor restrictive modification or changes from date of commencement of the Project until final payment and termination of any coverage required to be maintained after final payments. , I. City shall not be responsible for the direct payment of any insurance premiums required by Agreement. m. Subcontractors of Insured shall be required by Insured to maintain insurance coverage commensurate with such Subcontractors scope of work consistent with industry practice. Upon City's request, Insured shall provide City with documentation thereof. B. MANAGEMENT PERIOD INSURANCE. Company shall not commence work under this Contract until it has obtained all the insurance required under the Contract, and such insurance has been approved by the City. Company shall keep the required insurance in force throughout the term of this Contract. 1) WORKERS' COMPENSATION INSURANCE: Company shall maintain, during the term of this Contract, Workers' Compensation Insurance at statutory limits on all of its employees to be engaged in work under this Contract, and for all subcontractors. Employer's Liability (EL) Insurance shall also be maintained, at minimum limits as follows. $500,000 each accident/$500,000 disease each employee/$500,000 disease policy limit. 2) GENERAL LIABILITY INSURANCE (CGL): Company shall procure and shall maintain during the term of this Contract a Commercial General Liability Insurance Policy at a minimum limits as Two Million Dollars ($2,000,000) per occurrence with an aggregate of Five Million ($5,000,000) Dollars combined single limit, including property damage and personal injury coverage, during effective dates of the Contract, or any renewal thereof, in order to protect and save the City harmless against any and all claims for damage to person, persons or property. Company shall also provide excess Commercial General Liability in the amount of Ten Million Dollars ($10,000,000). 3) AUTOMOBILE INSURANCE: Company shall procure and maintain during the term of this Contract Comprehensive Automobile Liability Insurance covering all Vehicles involved with Company's operations under this Contract. The minimum limits of liability coverage shall be in the amount of Two Million Dollars ($2,000,000) per occurrence combined single limit, during the effective dates of Contract and any renewal period. The named insured and employees of Company shall be covered under this policy. The City of Fort Worth shall be named an Additional insured on Endorsement TE 9901 or equivalent, as its interests may appear. 4) ENVIRONMENTAL IMPAIRMENT LIABILITY (EIL) AND/OR POLLUTION LIABILITY - $10,000,000 per occurrence. EIL coverage(s) must be included in policies listed in items above; or, such insurance shall be provided under separate policies. Liability for damage occurring while loading, unloading and transporting materials collected under the Contract shall be included underthe Automobile Liability insurance or other policy(s). 92 The City of Ft. Worth Service Contract Blosolids Processing Facility Article XVI - Insurance, Uncontrollable Circumstances and Indemnification NOTE: BETWEEN A AND D ABOVE, ANY POLLUTION EXPOSURE, INCLUDING ENVIRONMENTAL IMPAIRMENT LIABILITY, ASSOCIATED WITH THE SERVICES AND OPERATIONS PERFORMED UNDER THIS CONTRACT SHALL BE COVERED; IN ADDITION TO SUDDEN AND ACCIDENTAL CONTAMINATION AND/OR POLLUTION LIABILITY COVERAGE, THERE MUST BE NON -SUDDEN AND NON --ACCIDENTAL CONTAMINATION AND/OR LIABILITY FOR GRADUAL EMISSIONS AND CLEAN-UP COSTS. The following shall pertain to all applicable policies of insurance (A. through D.) listed above: 1. Additional Insured Clause: "The City of Fort Worth, its officers, agents, employees, and representatives are added as additional insureds as respects operations and activities of, or 'on behalf of the named insured, performed under Contract with the City of Fort Worth." An equivalent clause may be acceptable in the discretion of the City. 2. Subcontractors shall be covered under the Company's insurance policies or they shall provide their own insurance coverage; and, in the latter case, documentation of coverage shall be submitted to the Company prior to the commencement of work and the Company shall deliver such to the City. 3. Prior to commencing work under this Contract, the Company shall deliver to the City of Fort Worth insurance certificate(s) documenting the insurance required and terms and clauses required. 4. Each insurance policy required by this Contract shall contain the following clauses: "This insurance shall not be canceled, limited in scope or coverage, or non -renewed until after thirty (30) Days prior written notice has been given to the City of Fort Worth, 1.000 Throckmorton, Fort Worth, Texas 76102." Note: Written notice can be by Company or insurance company. 5. The insurers for all policies must be approved to do business in the State of Texas and be currently rated in terms of financial strength and solvency to the satisfaction of the Risk Manager for the City of Fort Worth. 6. If coverage is not provided on a first -dollar basis, the deductible or self -insured retention (SIR) affecting the coverage required shall be acceptable to the Risk Manager of the City of Fort Worth; and, in lieu of traditional insurance, alternative coverage maintained through insurance pools or risk relations groups must be also approved. City does not require Company to carry builder's risk insurance. Company may, at its sole cost and expense, procure such additional insurance as Company deems in its best interest. Section 16.2 Indemnity A. COMPANY SHALL RELEASE, INDEMNIFY, REIMBURSE,. DEFEND, AND HOLD HARMLESS, CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF THE WORK AND SERVICES TO BE PERFORMED HEREUNDER BY COMPANY, ITS OFFICERS, AGENTS, EMPLOYEES, COMPANYS, SUBCOMPANYS, LICENSEES, OR INVITEES, INCLUDING DAMAGES, LOSS, INJURY OR DEATH, TO THE EXTENT CAUSED BY ANY ERROR, OMISSION, DEFECT, OR DEFICIENCY OF COMPANY IN ACCORDANCE WITH THIS CONTRACT. B. COMPANY DOES HEREBY RELEASE, INDEMNIFY, REIMBURSE, DEFEND, AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS, AND EMPLOYEES FROM AND 93 The City of Ft. Worth Service Contract Biosolids Processing Facility Article XVI - Insurance, Uncontrollable Circumstances and Indemnification AGAINST ANY AND ALL LIABILITY, CLAIMS, SUITS, DEMANDS, OR CAUSES OF ACTION WHICH MAY ARISE DUE TO ANY LOSS OR DAMAGE TO PERSONAL PROPERTY, OR PERSONAL INJURY, AND/OR DEATH OCCURRING AS A CONSEQUENCE OF THE PERFORMANCE OF THIS CONTRACT TO THE EXTENT SUCH INJURIES, DEATH, OR DAMAGES ARE CAUSED BY THE NEGLIGENT ACT OR OMISSION OF COMPANY, ITS OFFICERS, AGENTS, OR EMPLOYEES, OR SUBCONTRACTORS, OR THE JOINT NEGLIGENCE OF COMPANY, ITS AGENTS, OR EMPLOYEES, OR SUBCONTRACTORS, AND ANY OTHER PERSON OR ENTITY, EXCLUDING ALL PARTIES INDEMNIFIED HEREUNDER. C. THE OBLIGATIONS OF THE COMPANY UNDER THIS SECTION SHALL INCLUDE, BUT NOT BE LIMITED TO, THE BURDEN AND EXPENSE OF DEFENDING ALL CLAIMS, SUITS, AND ADMINISTRATIVE PROCEEDINGS, EVEN IF SUCH CLAIMS, SUITS OR PROCEEDINGS ARE GROUNDLESS, FALSE, OR FRAUDULENT, AND IN CONDUCTING ALL NEGOTIATIONS OF ANY DESCRIPTION, AND PAYING AND DISCHARGING, WHEN AND AS THE SAME BECOME DUE, ANY AND ALL JUDGMENTS, PENALTIES OR OTHER SUMS DUE AGAINST SUCH INDEMNIFIED PERSONS. D. UPON LEARNING OF A CLAIM, LAWSUIT, OR OTHER LIABILITY WHICH COMPANY IS REQUIRED HEREUNDER TO INDEMNIFY, THE CITY SHALL PROVIDE COMPANY WITH TIMELY NOTICE OF SAME. E. THE OBLIGATIONS OF THE COMPANY UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OF THIS CONTRACT AND THE DISCHARGE OF ALL OTHER OBLIGATIONS OWED BY THE PARTIES TO EACH OTHER HEREUNDER. F. IN ALL OF ITS CONTRACTS WITH SUBCOMPANYS FOR THE PERFORMANCE OF ANY WORK UNDER THIS CONTRACT, COMPANY SHALL REQUIRE THE SUBCOMPANYS TO INDEMNIFY THE CITY IN A MANNER CONSISTENT WITH THIS SECTION. G. THE CITY CANNOT INDEMNIFY BUT WILL RELEASE AND HOLD HARMLESS THE COMPANY FOR SPECIFIC PRE-EXISTING CONDITIONS. Section 16.3 UNCONTROLLABLE CIRCUMSTANCES. (A) Relief from Obligations. Except as expressly provided under the terms of this Service Contract, neither party to this Service Contract shall be liable to the other for any loss, damage, delay, default nor failure to perform any obligation, to the extent it results from an Uncontrollabie Circumstance. The parties agree that the relief for an Uncontrollable Circumstance described in this Section shall apply to all obligations in this Service Contract, except to the extent specifically provided otherwise, notwithstanding that such relief is specifically mentioned with respect to certain obligations in this Service Contract but not other obligations. The occurrence of an Uncontrollable Circumstance shall not excuse or delay the performance of a party's obligation to pay monies previously accrued and owing under this Service Contract, or to perform any obligation hereunder not affected by the occurrence of the Uncontrollable Circumstance. The City shall pay the Service Fee during the continuance of any Uncontrollable Circumstance, adjusted to account for any cost reductions achieved through Company mitigation measures required by subsection (B) of this Section, as well as for any cost increases to which the Company is entitled under subsection (C) of this Section. 94 The City of Ft. Worth Service Contract Biosolids Processing Facility Article XVI - Insurance, Uncontrollable Circumstances and Indemnification (B) Notice and Mitigation. The party that asserts the occurrence of an Uncontrollable Circumstance shall notify the other party by telephone or facsimile, on or promptly after the date the party experiencing such Uncontrollable Circumstance first knew of the occurrence thereof, followed within 15 days by a written description of: (1) the Uncontrollable Circumstance and the cause thereof (to the extent known); and (2) the date the Uncontrollable Circumstance began, its estimated duration, the estimated time during which the performance of such party's obligations hereunder shall be delayed, or otherwise affected. As soon as practicable after the occurrence of an Uncontrollable Circumstance, the affected party shall also provide the other party with a description of: (i) the amount, if any, by which the Fixed Design -Build Price or the Service Fee is proposed to be adjusted as a result of such Uncontrollable Circumstance; (ii) any areas where costs might be reduced and the approximate amount of such cost reductions; and (iii) its estimated impact on the other obligations of such party under this Service Contract. The affected party shall also provide prompt written notice of the cessation of such Uncontrollable Circumstance. Whenever such act, event or condition shall occur, the party claiming to be adversely affected thereby shall, as promptly as practicable, use all reasonable efforts to eliminate the cause therefor, reduce costs and resume performance under this Service Contract. While the Uncontrollable Circumstance continues, the affected party shall give notice to the other party, before the first day of each succeeding month, updating the information previously submitted. The party claiming to be adversely affected by an Uncontrollable Circumstance shall bear the burden of proof and shall furnish promptly any additional documents or other information relating to the Uncontrollable Circumstance reasonably requested by the other party. Within 30 days after receipt of such a timely submission from the Company the City shall issue a written determination as to the extent, if any, it concurs with the Company claim for performance, price or schedule relief, and the reasons therefor. The Company acknowledges that its failure to mitigate, or to give timely notice pertaining to, an Uncontrollable Circumstance as required under this Section may adversely affect the City. To the extent the City asserts that any such adverse effect has occurred and that the relief to the Company or the additional cost to be borne by the City under this subsection should be reduced to account for such adverse effect, the Company may dispute such adverse effect. Absent such refutation, the reduction in relief to the Company and the reduction in additional cost to the City asserted by the City in such circumstances shall be effective. The agreement of the parties as to the specific relief to be given the Company hereunder on account of an Uncontrollable Circumstance shall be evidenced by a Contract Administration Memorandum, a written amendment or Change order, as applicable. (C) Conditions to Performance, Schedule and Fixed Design -Build Price or Service Fee Relief. In the event of an Uncontrollable Circumstance, the Company shall, subject to the limitations specifically provided for in this Service Contract, be entitled to relief from the performance of its obligations hereunder, an extension of schedule or an increase in the Fixed Design -Build Price or the Service Fee, or any combination thereof, which properly reflects the interference with performance, the time lost or the amount of the increased cost (including Cost Substantiated costs associated with the mitigating measures undertaken by the Company pursuant to subsection (B) of this Section), in each case as a result thereof, but only to the minimum extent reasonably forced on the Company by the event, and the Company shall perform all other Contract Services. Price relief associated with an Uncontrollable Circumstance shall not include profit to the Company. The proceeds of any Required Insurance available to meet any such increased cost, and the payment by the Company of any deductible or self -insured retention, shall be applied to such purpose prior to any determination of cost increase payable by the City under this Section. Any cost reduction achieved through the mitigating measures undertaken by the Company pursuant to subsection (B) of this Section upon the occurrence of an Uncontrollable Circumstance shall be reflected in a reduction of the amount by which the Fixed Design -Build Price, or the Service Fee would have otherwise been increased or shall serve to reduce the Fixed Design -Build Price or the Service Fee to reflect such mitigating measures, as applicable. (D) Schedule Relief during the Design _Build Period. In order to be entitled to an adjustment to the Scheduled Acceptance Date, the Extension Period or to the number of days allowed for the achievement of Final Completion, the Company must demonstrate the impact of the Uncontrollable Circumstance on the Company's critical path completion schedule, as updated, maintained and revised by the Company in accordance with Section 10.1. In no event shall the Company be entitled to relief pursuant to this Section for 95 The City of Ft. Worth Service Contract Biosolids Processing Facility Article XVI - Insurance, Uncontrollable Circumstances and Indemnification delays caused by Company Fault or otherwise not attributable to an Uncontrollable Circumstance impacting the Company's critical path completion schedule. (E) Change in Law Pertaining to Taxes. The Company shall be entitled to Change in Law relief under this Section for a Change in Law pertaining to taxes only to the extent such Change in Law (1) imposes a new State or local tax on the private provision of biosolids processing services or on any possessory interest or right to use or occupancy conveyed under this Service Contract, (2) acts as a franchise, utility or similar tax, or (3) imposes a State or local sales tax on building materials used in the construction of the Biosolids Processing Facility Capital Improvements. Nothing in this subsection shall limit or otherwise affect the Company's obligations under this Service Contract in the event of the occurrence of an Uncontrollable Circumstance, including the Company's obligations under this Section to mitigate the Uncontrollable Circumstance, notify the City and bear the burden of proving the occurrence of an Uncontrollable Circumstance and its impact on the Company. (F) Acceptance of Relief Constitutes Release. The Company's acceptance of any performance, price or schedule relief (or a combination thereof) under this Section shall be construed as a release of the City by the Company (and all persons claiming by, through, or under the Company) for any and all loss or expense resulting from, or otherwise attributable to, the event giving rise to the adjustment claimed. a ARTICLE XVII SECURITY FOR PERFORMANCE SECTION 17.1 RESERVED. SECTION 17.2 BONDS. (A) Design -Build Work Performance Bond and Labor and Materials Bond. Before the Construction Date, the Company shall provide the Design -Build Work Performance Bond and Payment Bond, each in an amount equal to the construction portion of the Fixed Design -Build Price, as financial security for the faithful performance and payment of its Design -Build Work obligations hereunder. The Design -Build Work Performance and Payment Bonds shall be automatically increased without the need for additional Surety consent to reflect any construction -related Fixed Design -Build Price Adjustments and shall remain in effect until the date which is six months after the date of Final Completion. The Design -Build Work Performance and Payment Bonds shall be substantially in the form set forth in the Transaction Forms and shall be issued by a surety company: (1) approved by the City and having a rating of "A" in the latest revision of the A.M. Best Company's Insurance Report; (2) be listed in the United States Treasury Department's Circular 570, "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsurance Companies"; and (3) holding a valid certificate of authority to transact surety business in the State. All bonds issued pursuant to this section shall comply with the requirements of Texas Government Code Chapter 2253. The use of Dual Obligee bonding, either directly or by providing a valid rider in the form previously provided by the Company, will be acceptable. (B) Management Services Performance Bond. On or before the Management Services Commencement Date, the Company shall provide the Management Services Performance Bond substantially in the form attached as a Transaction Form hereto. The Management Services Performance Bond shall serve as security for the performance of the Management Services by the Company, shall be for a term of one year, and shall be continuously renewed, extended or replaced so that it remains in effect for the entire Term; provided, however, that the stated amount of the Management Services Performance Bond shall be adjusted each Contract Year by the anticipated the CPI Adjustment Factor. The Management Services Performance Bond shall be issued by a surety company: (1) approved by the City and having a rating of "A" in the latest revision of the A.M. Best Company's Insurance Report; (2) listed in the United States Treasury Department's Circular 570, "Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsurance Companies"; and (3) holding a valid certificate of authority to transact surety business in the State. SECTION 17.3 COST OF PROVIDING SECURITY FOR PERFORMANCE. (A) Generally. The cost and expense of obtaining and maintaining the Security Instruments required under this Article as security for the performance of the Company's obligations hereunder is included in the Fixed Design -Build Price or Service Fee, as applicable, and shall be borne by the Company without further reimbursement from the City. 97 ARTICLE XVIII MISCELLANEOUS PROVISIONS SECTION 18.1 OWNERSHIP OF THE MANAGED ASSETS. The Managed Assets shall be owned by the City at all times. The Company shall not have any legal, equitable, tax beneficial or other ownership or leasehold interest in the Managed Assets. SECTION18.2 RELATIONSHIP OF THE PARTIES— INDEPENDENT CONTRACTOR STATUS. The Company is an independent contractor of the City and the relationship between the parties shall be limited to performance of this Service Contract in accordance with its terms. Neither party shall have any responsibility with respect to the services to be provided or contractual benefits assumed by the other party. Nothing in this Service Contract shall be deemed to constitute either party a partner, agent or legal representative of the other party. No liability or benefits, such as workers' compensation, pension rights or liabilities, or other provisions or liabilities arising out of or related to a contract for hire or employer/employee relationship shall arise or accrue to any party's agent or employee as a result of this Service Contract or the performance thereof. SECTION 18.3 SERVICE CONTRACT ADMINISTRATION. (A) Administrative Communications. The parties recognize that a variety of contract administrative matters will routinely arise throughout the Term. These matters will by their nature involve requests, notices, questions, assertions, responses, objections, reports, claims, and other communications made personally, in meetings, by phone, by mail and by electronic and computer communications. The purpose of this Section is to set forth a process by which the resolution of the matters, once resolution is reached, can be formally reflected in the common records of the parties so as to permit the orderly and effective administration of this Service Contract. (B) Contract Administration Memoranda. Contract Administration Memoranda shall be utilized for the administration of routine matters arising under this Service Contract between the parties. A Contract Administration Memorandum shall be prepared, once all preliminary communications have been concluded, to evidence the resolution reached by the City and the Company as to matters of interpretation and application arising during the course of the performance of their obligations hereunder. Such matters may include, for example: (1) issues as to the meaning, interpretation or application of this Service Contract in particular circumstances or conditions; (2) calculations required to be made; (3) notices, waivers, releases, satisfactions, confirmations, further assurances, consents and approvals given hereunder; and (4) other similar routine contract administration matters. (C) Procedure. Either party may request the execution of a Contract Administration Memorandum. When resolution of the matter is reached, a Contract Administration Memorandum shall be prepared by -or at the direction of the City reflecting the resolution. Contract Administration Memoranda shall be serially numbered, dated, signed by the Contract Representative of each party, and, at the request of the City, co -signed by a Senior Supervisor for the Company. The City and the Company each shall maintain a parallel, identical file of all Contract Administration Memoranda and all other documents relating to the administration and performance of this Service Contract. (D) Effect. Executed Contract Administration Memoranda shall serve to guide the ongoing interpretation and application of the terms and conditions of this Service Contract, subject to the limitations set forth in subsection 18.4(A) (Amendments Generally). SECTION 18.4 AMENDMENTS. (A) Amendments Generall . Notwithstanding the provisions of Section 18.4, no change, alteration, revision or modification of the terms and conditions of this Service Contract shall be made except through a written amendment executed by both parties. ., SECTION 18.5 CONTRACT REPRESENTATIVES. (A) Company's Senior Supervisors. The Company shall appoint and inform the City from time to time of the identity of the Senior Supervisors. The Company shall promptly notify in writing to the City of the appointment of any successor Senior Supervisors. The Senior Supervisors and the Company's Contract Representative shall cooperate with the City in any reviews of the performance of the Design -Build Manager and the Facility Superintendent which the City may undertake from time to time and shall give full consideration to any issues raised by the City in conducting such performance reviews. (B) City's Contract Administrator and Contract Representative. The Company understands and agrees that the Contract Administrator and the City's Contract Representative have only limited authority with respect to the implementation of this Service Contract and cannot bind the City with respect to any amendment or to incurring costs in excess of the amounts appropriated therefor. Within such limitations, the Company shall be entitled to rely on the written directions of the Contract Administrator or the City's Contract Representative. The Contract Administrator or the City's Contract Representative shall have the right at any time to issue the Company a written request for information relating to this Service Contract. Any written request designated as a "priority request" shall be responded to by the Company within three business days. (C) City -.Approvals and Consents. When this Service Contract requires any approval or consent by the City to a Company submission, request or report, the approval or consent shall, within the limits of the authority of subsection (B) of this Section, be given by the City's Contract Representative or Contract Administrator in writing and such writing shall be conclusive evidence of such approval or consent, subject only to compliance by the City with the Applicable Law that generally governs its affairs. Unless expressly stated otherwise in this Service Contract, and except for requests, reports and submittals made by the Company that do not, by their terms or the terms of this Service Contract, require a response or action, if the City does not find a request, report or submittal acceptable, it shall provide written response to the Company describing its objections and the reasons therefor within 30 days of the City's receipt thereof. Requests, reports and submittals that do not require a response or other action by the City pursuant to some specific term of this Service Contract shall be deemed acceptable to the City if the City shall not have objected thereto within 30 days of the receipt thereof SECTION 18.5 PROPERTY RIGHTS. (A) Protection from Infringement. The Company shall pay all royalties and license fees payable in connection with the performance of the Contract Services during the Term. The Company shall indemnify, defend and hold harmless the City Indemnitees in accordance with and to the extent provided in Section 15.3 from and against all Loss -and -Expense arising out of or related to the infringement or unauthorized use of any patent, trademark, copyright or trade secret relating to, or for the performance of, the Contract Services. The Company shall acquire the rights of use under infringed patents or modify or replace infringing equipment with equipment equivalent in quality, performance, useful life and technical characteristics and development so that such equipment does not so infringe; provided, however, that any such modification or replacement shall•be subject to the City's approval, which shall not be unreasonably withheld or delayed. The provisions of this Section shall survive termination of this Service Contract. (B) Intellectual Property Developed by the Company. All intellectual property developed by the Company at or through the use of the Managed Assets or otherwise in connection with the performance of the Contract Services shall be owned by the Company subject to the terms and conditions of this Section, and is hereby licensed to the City on a non-exclusive cost free, perpetual basis for use by the City and any successor operator of the Managed Assets (but —with respect to any successor operator, only in connection with the operation of the Managed Assets). Such intellectual property shall include technology, inventions, innovations, processes, know-how, formulas and software, whether protected as proprietary information, trade secrets, or patents. The City shall have an irrevocable, perpetual and unrestricted right to use such intellectual property for any City purpose, whether before or following the Termination Date. Neither the City nor the Company shall license, transfer or otherwise make available such intellectual property to any third --party for remuneration 99 except with the consent of the other, which consent may be conditioned upon mutual agreement as to the sharing of any such remuneration. The City's use of any such intellectual property for purposes other than in connection with the Managed Assets shall be at its own risk and the Company shall have no liability therefor. SECTION 18.7 INTEREST ON OVERDUE OBLIGATIONS. Except as otherwise provided herein, all amounts due hereunder, whether as damages, credits, revenue, charges or reimbursements, that are not paid when due shall bear interest at the rate of interest which is the Overdue Rate, on the amount outstanding from time to time, on the basis of a 365-day year, counting the actual number of days elapsed, and such interest accrued at any time shall, to the extent permitted by Applicable Law, be deemed added to the amount due as accrued. SECTION 18.8 NEGOTIATED FIXED PRICE WORK. (A) Operating Charge of the Service Fee, Fixed Design -Build Price. The Operating Charge of the Service Fee and the Fixed Design -Build Price have been agreed to by the parties based on the Company's proposal and are not subject to Cost Substantiation. Notwithstanding the foregoing sentence, the Company shall furnish the City with all cost information required by the City for costs related to Change Orders, however so ordered. (B) Negotiated Lump Sum Pricing of Work for Which the City is Financially Responsible. This Service Contract obligates the City to pay for certain costs resulting from Uncontrollable Circumstances and otherwise as more specifically provided herein. It is the expectation of the parties, in general, that the City will pay for such costs on a negotiated, lump sum basis, and that the lump sum price will be negotiated in advance of the Company's performance of the work. For example, if a Change in Law occurs, as required under Section 16.2 parties will assess the impact of the Change in Law, take all appropriate mitigation steps, determine any necessary Capital Modifications and operating changes, and agree upon lump sum pricing therefor. To facilitate such negotiations, the Company shall furnish the City with all information reasonably required by the City regarding the Company's expected costs of performing the work and its mark-up. Once the parties agree upon the lump sum price, the Company's actual costs of performance shall not be subject to Cost Substantiation unless after -the -fact Cost Substantiation with respect,to all or a portion of the Company's actual costs was agreed to by the parties in establishing the lump sum price. SECTION 18.9 COST SUBSTANTIATION OF WORK ALREADY PERFORMED. (A) Cost Substantiation Generally. The Company shall provide Cost Substantiation for the costs for which the City is financially responsible hereunder, other than the Operating Charge of the Service Fee, the Fixed Design -Build Price and the costs for which the parties have negotiated a lump sum price, all as and to the extent provided in Section 18.9. (B) Cost Substantiation Certificate. Any certificate delivered hereunder.to substantiate cost shall state the amount of such cost and the provisions of this Service Contract under which such cost is chargeable to the City, shall describe the competitive or other process utilized by the Company to obtain the commercially reasonable price, and shall state that such services and materials are reasonably required pursuant to this Service Contract. The Cost Substantiation certificate shall be accompanied by copies of such documentation as shall be necessary to reasonably demonstrate that the cost as to which Cost Substantiation is required has been paid or incurred. Such documentation shall be in a format reasonably acceptable to the City and shall include reasonably detailed information concerning all Subcontracts and, with respect to self - performed work, (1) the amount and character of materials, equipment and services furnished or utilized, the persons from whom purchased, the amounts payable therefor and related delivery and transportation costs and any sales or personal property taxes; (2) a statement of the equipment used and any rental payable therefor; (3) employee hours, duties, wages, salaries, benefits and assessments; and (4) profit, administration costs, bonds, insurance, taxes, premiums overhead, and other expenses. The Company's entitlement to reimbursement of Cost Substantiated costs of the Company shall be subject to the limitations set forth in this Section. 100 (C) Evidence of Costs Incurred. To the extent reasonably necessary to confirm direct costs required to be Cost Substantiated, copies of timesheets, invoices, checks, canceled checks, expense reports, receipts and other documents, as appropriate, shall be delivered to the City, with the request for reimbursement of such costs. (D) Mark -Ups. With respect to all costs subject to Cost Substantiation, the Company shall be entitled to a maximum mark-up not to exceed 10% for a combination, of overhead, risk, profit and contingency for costs of its own personnel, and a maximum mark-up not to exceed 5% for a combination of overhead, risk, profit and contingency for costs of its Subcontractors. No mark-up will be added to the Company's costs for lodging and meals or travel. Construction and operation Subcontractors similarly will have no mark-ups for costs for their subcontractors' lodging and meals or travel. The price payable to all Subcontractors, including Subcontractor overhead and mark-ups for risk and profit, shall be commercially reasonable. Notwithstanding any of the foregoing, in no event shall the Company be entitled to any mark-up for work performed by Subcontractors in connection with an Uncontrollable Circumstance. The only mark-up the Company shall be entitled to with respect to work performed in connection with an Uncontrollable Circumstance is the Company's 10% mark-up applied solely to the direct labor costs of the Company associated with the Uncontrollable Circumstance. SECTION 18.10 SUBCONTRACTORS. (A) Subcontract Terms and Subcontractor Actions. The Company shall retain full responsibility to the City under this Service Contract for all matters related to the Contract Services notwithstanding the execution or terms and conditions of any Subcontract. The Company shall be responsible for settling and resolving with all Subcontractors all claims arising out of delay, disruption, interference, hindrance, or schedule extension caused by the Company or inflicted on the Company or a Subcontractor by the actions of another Subcontractor. (B) Subcontractor Claims. The Company shall pay all direct Subcontractors all amounts due in accordance with their respective Subcontracts. No Subcontractor shall have any right against the City for labor, services, materials or equipment furnished for the Contract Services. (C) Assignability. All Subcontracts entered into by the Company with respect to the Managed Assets shall be assignable to the City, solely at the City's election and without cost or penalty, upon the expiration or termination of this Service Contract. SECTION 18.11 FAIR EMPLOYMENT AND CONTRACTING POLICY. (A) Compliance with City Non -Discrimination Policy. During the Term, the Company agrees that the Company will not discriminate against any employee, applicant for employment, Subcontractor, guest, visitor or invitee, because of race, religion, creed, color, sex, marital status, sexual orientation, political ideology, ancestry, national origin, or the presence of any sensory, mental or physical disability, unless allowed by Applicable Law as a bona fide occupational qualification. The Company shall post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. (B) Compliance with Statutes The Company agrees to comply with Title VIII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act of 1990, and any State, City or local laws pertaining to fair employment practices. SECTION 18.12 ACTIONS OF THE CITY IN ITS GOVERNMENTAL CAPACITY. (A) Rights as Government Not Limited. Nothing in this Service Contract shall be interpreted as limiting the rights and obligations of the City under Applicable Law in its governmental or regulatory capacity. 101 it is understood and agreed that by execution of this Agreement, City does not waive or surrender any of its governmental powers or immunities. (B) No City Obligation to Issue Governmental Approvals. The City retains all rights it has under Applicable Law with respect to the issuance or approval of any Governmental Approval required with respect to the Managed Assets, the Design -Build Work, or the Management Services, SECTION 18.13 ASSIGNMENT. (A) By the Company. The Company shall not assign transfer or convey this Service Contract without the prior written consent of the City. Any such approval given in one instance shall not relieve the Company of its obligation to obtain the prior written approval of the City to any further assignment. The approval of any assignment, transfer or conveyance shall not operate to release the Company in any way from any of its obligations under this Service Contract unless such approval specifically provides otherwise. (B) By the City. The City may not assign its rights or obligations under this Service Contract without the prior written consent of the Company, unless to another Governmental Body. SECTION 18.14 CONFIDENTIALITY. (A) Confidential Nature of Information. During the term of this Service Agreement, the parties may furnish to each other information of a confidential and proprietary nature. The party furnishing the proprietary information will have the exclusive right and interest in and to such proprietary information and the goodwill associated therewith. The party receiving such information will maintain its confidentiality using such care and diligence as it uses to protect its own confidential information, but in no event less than reasonable care. Company acknowledges that the City is subject to the Texas Public Information Act, Chapter 551, Texas Government Code (the "Act"). In the event that the City receives a request to release confidential or proprietary information in accordance with the Act, the City will promptly notify the Company and provide a copy of the request. If Company wishes to withhold disclosure of any information, the Company will promptly notify the City. The Company may then request an opinion from the Texas Attorney General as to whether the City must release the information requested under the Act. In the event that the Texas Attorney General directs the City to release the information, this decision shall be final. (B) Limitation on Use and Disclosure. The Company shall not use any information obtained through performance of the Services for any other purpose. The Company shall not disclose any information obtained from the City to any person other than its own employees, agents or Subcontractors who have a need for the information for the performance of work under this Service Contract. (C) Survival. The Company's obligations under this paragraph shall survive the termination of this Service Contract, SECTION 18.15 IMMIGRATION NATIONALITY ACT. The Company shall verify the identity and employment eligibility of its employees who perform work under this Service Agreement, including completing the Employment Eligibility Verification Form (1-9). Upon request by City, Company shall provide City with copies of all I- 9 forms and supporting eligibility documentation for each employee who performs work under this Service Agreement. Company shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Company employee who is not legally eligible to perform such services. COMPANY SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY COMPANY, COMPANY`S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Company, shall have the right to immediately terminate this Services Agreement for violations of this provision by Company. SECTION 18.16 PROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTTING ISRAEL. Company, unless a sole proprietor, acknowledges that in accordance with Chapter 2270 of the Texas Government 102 Code, if Company has 10 or more full time -employees and the contract value is $100,000 or more, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company", as used solely herein, shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, Company certifies that Company's signature provides written verification to the City that if Chapter 2270, Texas Government Code applies, Company: (1) does not boycott Israel; and (2) will not boycott Israel during the term of this Services Agreement. SECTION 18.17 BINDING EFFECT. This Service Contract shall bind and inure to the benefit of and shall be binding upon the City and the Company and any assignee acquiring an interest hereunder consistent with Section 18.14. SECTION 18.18 NOTICES. (A) Procedure. All notices, consents, approvals or written communications given pursuant to the terms of this Service Contract shall be: (1) in writing and delivered in person; (2) transmitted by certified mail, return, receipt requested; or (3) by email if a signed original is deposited in the United States Mail within two days after transmission. Notices shall be deemed given only when actually received at the address below with respect to each party. (B) Company Notice Address. Notices required to be given to the Company shall be addressed as follows: Synagro of Texas -CDR, Inc. 435 Williams Court, Suite 100 Baltimore, MD 21220 Attn: General Counsel Email: generalcounsel@synagro.com (C) City -Notice Address. Notices required to be given to the City shall be addressed as follows: City of Fort Worth 200 Texas Street Fort Worth, Texas 76102 Attn: Director, Water Department with a copy to: LEGAL DEPARTMENT City of Fort Worth 200 Texas Street, Fort Worth, TX 76102 Attn: City Attorney 103 SECTION 18.19 NOTICE OF LITIGATION. In the event the Company or City receives notice of or undertakes the defense or the prosecution of any Legal Proceedings, claims, or investigations in connection with the services contemplated by this agreement, the party receiving such notice give the other party timely notice of such proceedings and shall inform the other party in advance of all hearings regarding such proceedings. SECTION 18.20 FURTHER ASSURANCES. The City and Company each agree to execute and deliver such further instruments and to perform any acts that may be necessary or reasonably requested in order to give full effect to this Service Contract. The City and the Company, in order to carry out this Service Contract, each shall use all commercially reasonable efforts to provide such information, execute such further instruments and documents and take such actions as may be reasonably requested by the other and not inconsistent with the provisions of this Service Contract and not involving the assumption of obligations or liabilities different from or in excess of or in addition to those expressly provided for herein. SECTION 18.21 CONSTRUCTION BY STATE LAW AND VENUE. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. SECTION 18.22 SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. SECTION 18.23 HEADINGS NOT CONTROL. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. SECTION 18.24 WAIVER OF CONSEQUENTIAL DAMAGES. Notwithstanding any other provisions of this Service Contract to the contrary and to the fullest extent permitted by law, the City and Company, on behalf of themselves, their parent companies if applicable, their affiliates and their directors, officers and employees, mutually waive all claims against the other for any loss of funding, loss of profits, loss of revenue, loss of opportunity, and any other special, consequential or indirect losses. SECTION 18.25 COUNTERPARTS. This Services Contract may be executed in counterparts, which together shall constitute one and the same contract. The Parties may execute more than one copy of this Services Contract, each of which shall constitute an original. [SIGNATURE PAGE FOLLOWS] 104 IN WITNESS WHEREOF, this Service Contract has been executed as of the last date set out below. City of Ft. Worth, Texas By: Dana Burghd f Interim Assistant City Manager Date:_ _L Z✓[2,7'1 q A' ry J. Kayser Secretary Date: lc�_/X ) APPROVED AS TO FORM: Christa Reynolds Assistant City Attorney APPROVED AS TO FORM: Synagro of Texas -CDR, Inc. By: ��A 1A,0JIk�3== Name: Elizabeth Grant_ Printed Title: Assistant Secretary Date: December 20, 2019 [Company Seal] xSATTEST: Printed Name: Constance Reynolds ft 1aq 5 , dolq- 55_75oa Contract Compliance Manager &AL' By signing, I acknowledge that I am the person responsible for the monitoring and administration of this Doug Black contract, including ensuring all performance and Assistant City Attorney reporting requirements Recommended for Approval: <::;�f /J L Christopher P. Harder, P.E. Director, Water Department Steven Nutter Environmental Program Manager OFFICIAL RECORD 105 CI V SECRETARY ATTACH ME NT A TEXAS DEVELOPMENT WATER BOARD (TWDB) REQUIREMENTS FOR THE CLFAN WATER STATE REVOLVING FUN® PROGRAM. g Texas Water Development Board Requirements for Clean Water State Revolving Fund Program TWDB Supplemental Contract Conditions for Clean Water State Revolving Fund (Non -Equivalency) and for Construction Services for Projects Funded through the CWSRF Non -Equivalency Program (TWDB-0551) TWDB Bidders Certifications (TWDB WRD-255) ® TWDB Contractor's Act of Assurance (TWDB ED-103) ® 7WDB Contractor's Act of Assurance Resolution (TWDB ED-104) ® TWDB Debarment/Suspension Certificate (SRF-404) TWDB Vendor Compliance with Reciprocity on Non -Resident Bidders (TWDB-0459) o TX270 D®L Wage Rates - TX190270 for Tarrant County Building Construction Projects TEXAS DEVELOPMENT WATER BOARD (TWDB) REQUIREMENTS FOR THE CLEAN WATER STATE REVOLVING FUND PROGRAM. The Design, Permitting, Construction, Operation, Maintenance, Repair and Improvement of the City of Fort Worth's Biosolids Management and Beneficial Reuse from The Village Creek Water Reclamation Facility will be funded with Texas Clean Water State Revolving Fund (CMRF) Loan Program. The following TWDB and US Department of Labor Documents are attached and made part of the Contract: 1. Texas Water Development Board Supplemental Contract Conditions for the Clean Water State Revolving Fund (Non -Equivalency) For Construction Services for Projects Funded (TWDB 0551) 2. Through the CWSRF Non -Equivalency Program (TWDB-0551 dated 3/18) 3. Bidder's Certifications (TWDB Form WRD-255) 4. Contractor's Act of Assurance (TWDB Form ED-103) 5. Contractor's Act of Assurance Resolution (TWDB Form ED-104) 6. Debarment/Suspension Certification (TWDB SRF-404) 7. Vendor Compliance with Reciprocity on Non- Resident Bidders (TWDB Form TWDB-0459) 8. TX270 DOL Wage Rates - TX190270 for Tarrant County Building Construction Projects The following Guidance Documents are listed as part of the Texas Water Development Board Supplemental Contract Conditions for the Clean Water State Revolving Fund (Non -Equivalency) For Construction Services for Projects Funded (TWDB 0551) or made part of the Contract at this time: 1. Clean Water State Revolving Fund Loan Program (CWSRF) Program Guidance Manual (TWDB- 0100) 2. Guidance on Davis -Bacon Wage Rate Requirements for State Revolving Fund Projects TWDB DB- 0156) 3. American Iron and Steel (AIS) Guidance for Clean Water & Drinking Water State Revolving Fund Projects (TWDB-1106) 4. Design Build (DB) Alternative Delivery Guidance (TWDB-0570) Forms and checklists required during the lifetime of the project and/or required as part of the partial payment requests: I. Monthly American Iron and Steel Certification Compliance Submittal by Owner -(Sub -Recipient) (Form TWDB-1106A) 2. Final American Iron and Steel Certification Compliance Submittal by Owner (Sub -Recipient) (Form TWDB-1106C) 3. American Iron and Steel Certification De Minimis Log (Form TWDB-11068) 4. US Department of Labor Payroll Form WH-347 5. Statement of Compliance Certification by Contractor for State Revolving Funds/Federal David - Bacon Requirements (TWDB Form DS-0155) 6. Monthly Davis -Bacon Wage Rate Certificate of Compliance Submittal by Owner (Subrecipient) (TWDB Form DB-0154) 7. Project Files & Construction Records (TWDB Form WRD-017) 8. TWDB Engineer Plans and Specifications Check List TWDB-0551 Rev 03/18 Texas Water Development Bold Texas Water Development Board Supplemental Contract Conditions for the Clean Water State Revolving Fund (Non -Equivalency) For Construction Services for Projects Funded Through the CWSRF Non -Equivalency Program TW DB-0551 Rev 03/18 Table of Contents I. INSTRUCTIONS TO APPLICANT.............................................................................................................5 1. Applicability..............................................................................................................................................5 2. Application of Conditions..........................................................................................................................5 3. Modifications to Provisions......................................................................•--------..---•--................................5 4. Good Business Practices............................................................................................................................5 5. ............................ Other Requirements................•--•---......---.........------........................................... .............6 6. Advertisements for Bids............................................................................................................................6 7. Bid Proposal..........................•------------------.--------------------.............................................................................7 8. Bidding Process.........................................................................................................................................8 9. Release of Funds........................................................................................................................................8 II. INSTRUCTIONS TO BIDDERS.....................................................................................•---...................... 10 1. Contingent Award of Contract................................................................................................................ 10 2. Davis -Bacon Wage Rate Requirements..............................•..---.....---...................................................... 10 3. American Iron and Steel Requirements ............................................ 4. Equal Employment Opportunity and Affirmative Action....................................................................... 10 5. Bid Guarantee...........................................................................................----------.. 11 6. Award of Contract to Nonresident Bidder.............................................................................................. 11 III. SUPPLEMENTAL CONTRACT CONDITIONS ...................... .......... 12 1. Supersession........................................................................................................................................... 12 2. Privity of Contract.................................................................................................................................. 12 3. Definitions.............................................................................................................................................. 12 4. Laws to be Observed............................................................................................................................... 12 5. Review by Owner and TWDB............................................................................•------------.........----.--....... 12 6. Performance and Payment Bonds..---...................................................................................................... 12 7. Payment Schedule and Cost Breakdown................................................................................................ 13 8. Workman's Compensation Insurance Coverage (as applicable, consistent with Texas Labor Code § 406.096).............................................................................................------....................................................... 13 9. American Iron and Steel......................................................................................................................... 14 10. Davis -Bacon Wage Rate Requirements.............................................................................................. 14 (a) Compliance Procedures.................................................................................................................. 14 (b) Subcontracts.......................................................................................................... ..16 Page 2 of 43 TWDB-0551 Rev 03/18 (c) Davis -Bacon General Wage Determinations.................................................................................. 16 Option. 1 — Applies to Governmental Entities (such as Cities and Districts) .................................................. 17 Option 2 Applies to Non -Governmental Entities (such as Water Supply Corporations and Private Companies)..................................................................................................................................................... 27 1.1. Payments.............................................................................................................................................36 12. Equal employment opportunity and affirmative action...................................................................... 37 13. Archeological Discoveries and Cultural Resources............................................................................ 39 14. Endangered Species............................................................................................................................ 40 15, Hazardous Materials............................................................................................................................ 40 16. Changes...............................................................................................................................................40 17. Operation. and Maintenance Manuals and Training............................................................................ 41 18. As -Built Dimensions and Drawings................................................................................................... 42 19. Close -Out Procedures......................................................................................................................... 42 20. Additional Forms and Guidance: ............................................................................................... 43 Page 3 of 43 TWDB-0551 Rev 03/18 Forms and Guidance: The Texas Water Development Board (TWDB) forrns and guidance documents noted in this 'instruction document may be accessed through the TWDB Financial Assistance website at: http://www.twdb.texas.gov/financial/instrLictions/index.asp Search by either the document number or name. Page 4 of 43 TWDB-0551 Rev 03/18 I. INSTRUCTIONS TO APPLICANT 1. Applicability These Supplemental Conditions contain provisions that are worded to comply with certain statutes and regulations which specifically relate to Clean Water State Revolving Fund (CWSRF) Non -Equivalency projects. Provisions that are applicable to the project's dollar value of the contract are so noted within these provisions. Construction projects which are considered CWSRF Equivalency projects and Drinking Water State Revolving Fund projects do not use these conditions but instead use TWDB Supplemental Conditions TWDB-0550. Projects with State Loan funding use Supplemental Conditions TWDB-0552. 2. Appiiv lion or Condiliuiis The conditions and forms listed under Section If. Instructions to Bidders are to be included in the instructions to bidders for construction services. The provisions listed under Section III. Construction Contract Supplemental Conditions, shall be included, in their entirety, with the other general and special conditions that are typically included in the construction contract doeuments by the design engineer. 3. Modifications to Provisions These provisions shall be included as a stand-alone section in the contract documents. The Applicant may need to modify parts of these provisions to better fit the other provisions of the construction contract. The Applicant and the consulting engineer should carefully study these provisions before incorporating them into the construction contract documents. In particular, Water Districts and other types of districts should be aware of statutes relating to their creation and operation which may affect the application of these conditions. The Texas Water Development Board (TWDB) Project Engineer/Reviewer should be consulted if the Applicant thinks there is a need to modify parts of these provisions Supplemental Condition No. 13 (Archeological Discoveries and Cultural Resources) and Condition No. 14 (Endangered Species) may be superseded or modified by project specific conditions established during the environmental review process. These documents may confer certain duties and responsibilities on the consulting engineer that are beyond, or short of, what the Applicant intends to delegate. The Applicant should ensure that the contractual agreement with the engineer provides for the appropriate services. Otherwise the Applicant should revise the wording in these special conditions to agree with actually delegated functions. 4. Good Business Practices There are other contract provisions that the Applicant and consulting engineer need to include as a matter of good business practices. It is recommended that provisions addressing the following matters be included in the construction contract: (a) Specifying the time frame for accomplishing the Construction of the project, and the consequences of not completing on time, including liquidation damages. Page 5 of 43 TWDB-0551 Rev 03/18 (b) Specifying the type and dollar value of and documentation of insurance the Contractor is to carry. At a minimum the Contractor should carry worker's compensation, liability and builder's risk insurance. (c) Identifying the responsibility of the Contractor - responsibility and warranty of work. (d) Price reductions for defective pricing of negotiated costs. (e) Differing site conditions - notice and claims regarding site conditions differing from indicated conditions. (fl Covenants against contingent fees prohibit contingent fees for securing business. (g) Gratuities - prohibitions against offering and accepting gratuities. (h) Audit and access records. (i) Suspension of work - conditions under which the Applicant may suspend work. 0) Termination - conditions under which the Applicant may terminate. (k) Remedies - how disputes will be remedied. 5. Other. Requirentenls There may be other local government requirements and applicable Federal and State statutes and regulations that are not accommodated by these conditions. It is the Applicant's responsibility to ensure that the project and all contract provisions are consistent with the relevant statutes and regulations. 6. Advertisements for Bids State procurement statutes require advertising a contract for bid for at least two (2) consecutive weeks. By not following this requirement, the project may need to be re -advertised. The official advertisement for bids that is published in newspapers should include certain information such as, but not limited to, the following: (a) A clear description of what is being procured. (b) How to obtain plans and specifications (P&S), necessary forms, and information. (c) The date and time by which bids are to be submitted (deadline). (d) The address where bids are to be provided. (e) This contract is contingent upon release of funds from the TWDB. (f) Any contract or contracts awarded under this Invitation for Bids are expected to be funded in part by financial assistance from the TWDB. Neither the U.S. Environmental Protection Agency (EPA) or the State of Texas, nor any of its departments, agencies, or employees are or will be a party to this Invitation for Bids or any resulting contract. (g) For CWSRF, include - Any contract(s) awarded under this Invitation for Bids is/are subject to the American Iron and Steel (AIS) requirements of Section 608 of the Federal Water Pollution Control Act. (h) Equal Opportunity in Employment - All qualified applicants will receive consideration for employment without regard to race, color, religion, sex (including pregnancy), sexual orientation, gender identity, national origin, age (40 or older), disability or genetic information. Bidders on this work will be required to comply with the Department of Labor regulations at 41 CFR Part 60-4, relating to Construction Contractors-- Affirmative Action Requirements, which include the President's Executive Order No. 11246, as amended by Executive Order 11375 and Page 6 of 43 TWDB-0551 Rev 03/18 Executive Order No. 13672, in the award and administration of contracts awarded under TWDB financial assistance agreements. Failure by the Contractor to carry out these requirements is a material breach, which may result in the termination of the awarded financial assistance. (i) Acknowledgement of any special requirements such as mandatory pre -bid conference. 0) Affirmative Action requirements. (k) Right to reject any and all bids. (1) Davis -Bacon prevailing wage requirements apply to the construction, alteration or repair of treatment works carried out, in whole or in part, with assistance made available by the Clean Water State Revolving Fund (CWSRF). (m)The Davis -Bacon prevailing wage requirements apply to Contractors and Subcontractors performing on federally funded or assisted contracts in excess of $2,000 for the construction, alteration or repair (including painting) of a treatment works project under the CWSRF. (n) For prime contracts in excess of $100,000, Contractors and Subcontractors must also, under the provisions of the Contract Work Hours and Safety Standards Act, as amended, pay laborers and mechanics, including guards and watchmen, at least one and one-half times their regular rate of pay for all hours worked over 40 in a workweek. The Fair Labor Standards Act may also apply to Davis -Bacon covered contracts. (o) Any contracts or subcontracts in excess of $2,000 must include the provisions of the Davis -Bacon Wage hate Requirements found in TWDB Guidance No. DB-0156. (p) Wage Determinations - U.S. Department of Labor (DOL) wage determination must be included in the bidding and contract documents. DOL wage determinations may be obtained online at http://www.wdol.gov/. Once it is determined that Davis -Bacon wage rates will apply to a construction contract, the Applicant must state in the solicitation that Davis -Bacon prevailing wage rates are applicable and bid packages must include the current Davis -Bacon general wage determination for the area where construction will occur. While the solicitation remains open, the Applicant must monitor www.wdol.gov on a weekly basis to ensure that the wage determination contained in the solicitation remains current. The Applicant must amend the solicitation if the DOL issues a modification more than 10 days prior to the closing date (i.e. bid opening) for the solicitation. If DOL modifies or supersedes the applicable wage determination less than 10 days prior to the closing date, the Applicant may request a finding from TWDB that there is not reasonable time to notify interested Contractors of the modification of the wage determination. (q) For additional information on Davis -Bacon Wage Rate Requirements and its applicability to this contract, please consult TWDB Guidance No. DB-0156. 7. Bid[ Proposal The Bid proposal form should account for the following: (a) If a lump sum bid, include a list of the materials used and associated costs. (b) Distinguish Eligible and Ineligible items. (c) Accommodate Trench Safety requirements with separate per unit pay item for trench excavation safety protection Health and Safety Code Chapter 756, Subchapter C. (d) Include space for the Contractor to acknowledge receipt of each Addendum issued during the bidding process. Page 7 of 43 TWDB-0551 Rev 03/18 8. Bicycling Process The Plans and Specifications, P&S, should include an explanation of how the bids will be processed. The explanation should include the following components: (a) Whether a Pre -bid Conference will be held, whether it is optional or mandatory, where and when it will be held. (b) Specify the criteria and process for determining responsiveness and responsibility of the bidder. (c) Specify the method of determining the successful bidder and award (e.g., award to the lowest responsive, responsible bidder, accounting for any multiple parts to bids), and accounting for non- resident bidder reciprocity requirements (d) Allow for withdrawal of a bid due to a material mistake. (e) Identify the time frame that the bids may be held by the Applicant before awarding a contract (i.e., typically for 60 or 90 days). (f) Acknowledge right of the Applicant to reject any and all bids. 9. Release or Funds Prior to the TWDB approval to issue a notice to proceed (NTP) and subsequent release of funds for construction (according to program specific requirements), the Applicant and its consultant shall provide the following bid documents: a) Submittal of Bid Documents to TWDB Project Engineef�Reviewer to allow contingent award of contract: Advertisement and Affidavit of advertisement, Bid tabulation, All Addenda submitted and approved for the contract, Bid proposal of apparent low bidder (or chosen bidder with explanation) with bid bond, Site Certificate (ED-101), Consulting engineer's recommendation to award letter, A description of any bidding irregularities, Construction inspection proposal, Vendor compliance with Reciprocity of Non -Resident Bidder Form (TWDB-0459), Bidder's Certifications Form (WRD-255). b) Following contingent award of the contract, TWDB Project Engineer/Reviewer should receive a bound copy of the executed contract documents (including specifications). This document should include: Executed agreement, Contractor's Act of Assurance (TWDB Form ED -103), Contractor's Act of Assurance Resolution (TWDB Form ED-104), Payment and Performance Bonds (must be executed on or after the date of the agreement), Contractor's Certificate of Insurance, Sufficiency of fiends letter. After reviewing and approving the executed bid documents, the TWDB will issue an authorization for the Applicant to issue a notice to proceed. At this time, TWDB staff can begin releasing construction funds in accordance with program requirements. Page 8 of 43 TWDB-0551 Rev 03/18 Once construction begins, the Applicant must submit monthly, with each Outlay Request, the following documents: - DB-01 S4 -Monthly Davis Bacon Wage Rate Certificate of Compliance. TWDB-1106-A — Monthly American Iron and Steel Certificate. Failure to provide these certificates will result in denial of release of funds. For any questions and proposed modifications to these conditions, contact your TWDB Project Engineer/Reviewer. Page 9 of 43 TW DB-0551 Rev 03/18 II. INSTRUCTIONS TO BIDDERS The language and conditions listed in this section shall be included in the "Instructions to Bidders" section of the construction contract documents. 1. Contingent Award of Contract This contract is contingent upon release of funds from the Texas Water Development Board (TWDB). Any contract(s) awarded under this Invitation for Bids is/are expected to be funded in part by a loan or loan with principal forgiveness from the TWDB and a grant from the United States Environmental Protection Agency, U.S. EPA. Neither the State of Texas, the U.S. EPA, nor any of its departments, agencies, or employees, are or will be a party to this Invitation for Bids or any resulting contract. 2. Davis -Bacon Wage Rate Retp6rements (a) Davis -Bacon prevailing wage requirements apply to the construction, alteration or repair of treatment works carried out, in whole or in part, with assistance made available by the Clean Water State Revolving Fund (CWSRF). (b) The Davis -Bacon prevailing wage requirements apply to Contractors and Subcontractors performing on federally funded or assisted contracts in excess of $2,000 for the construction, alteration or repair (including painting) of a treatment works project under the C W SRF. (c) For prime contracts in excess of $100,000, Contractors and Subcontractors must also, under the provisions of the Contract Work Hours and Safety Standards Act, as amended, pay laborers and mechanics, including guards and watchmen, at least one and one-half times their regular rate of pay for all hours worked over 40 in a workweek. The Fair Labor Standards Act may also apply to Davis -Bacon covered contracts. (d) Any contracts in excess of $2,000 must include the provisions of the Davis -Bacon Wage Rate Requirements. If the Owner (sub -recipient) is a governmental entity such as a city or district, it must insert in frill the contract clauses found in TWDB Guidance DB-0156, Appendix 1: Section 3, Section 4 if the contract exceeds $100,000, and Section 5. If the Owner (sub -recipient) is a non -governmental entity such as a water supply corporation or a private company, it must insert in full the contract clauses found in TWDB Guidance DB-0156: Appendix 2, Section 3, Section 4 if the contract exceeds $100,000, and Section 5. The Owner (sub -recipient) must ensure all prime contracts require the same full text in any subcontracts. See TWDB Guidance DB-0156 for the text of the contract language that must be included. Additional information on Davis -Bacon Wage Rate Requirements and its applicability to this contract can be found in TWDB Guidance DB-0156. 3. American ;iron and Steel Requirements Any contract(s) awarded under this Invitation for Bids is/are subject to the American Iron and Steel (AIS) requirements of 33 U.S.0 § 1388. The Contractor must complete the statement of understanding regarding this requirement, found in Supplemental Contract Conditions, Item No. 9. 4. Equal Employment Opportunity and Affirmative Action All qualified applicants will receive consideration for employment without regard to race, color, religion, sex (including pregnancy), sexual orientation, gender identity, national origin, Page 10 of 43 TWDB-0551 Rev 03/18 age (40 or older), disability or genetic information. Bidders on this work will be required to comply with the Department of Labor regulations at 41 CFR Part 60-4, relating to Construction Contractors-- Affirmative Action Requirements, which include the President's Executive Order No. 11246, as amended by Executive Order 11375 and Executive Order No. 13672, in the award and administration of contracts awarded under TWDB financial assistance agreements. Failure by the Contractor to carry out these requirements is a material breach, which may result in the termination of the awarded financial assistance. 5. Bid Guaranfee Each bidder shall furnish a bid guarantee equivalent to five percent of the bid price (Water Code 17.183). If a bid bond is provided, the Contractor shall utilize a surety company which is authorized to do business in Texas in accordance with Surety Bonds and Related Instruments, Chapter 3503 of the Insurance Code. 6. Award of Cyan€rael to Nom-esideat Bidder A governmental entity may not award a governmental contract to a nonresident bidder unless the nonresident underbids the lowest bid submitted by a responsible resident bidder by an amount that is not less than the amount by which a resident bidder would be required to underbid the nonresident bidder to obtain a comparable contract in the state in which the nonresident's principal place of business is located. A nonresident bidder is a Contractor whose corporate offices or principal place of business is outside of the state of Texas (Source: Texas Government Code, Chapter 2252, Subchapter A, Nonresident Bidders, § 2252.002). The bidder will complete form. TWDB-0459, Vender Compliance with Reciprocity on Nonresident Bidders, which must be submitted with the bid. Forms to be submitted with Bid: • WRD-255, Bidder's Certifications regarding Equal Employment Opportunity and Non -Segregated Facilities . • TWDB-0459, Vendor Compliance with Reciprocity on Non -Resident Bidder. Page 11 of 43 TWDB-0551 Rev 03/18 III. SUPPLEMENTAL CONTRACT CONDITIONS 1. Supersession The Owner and the Contractor agree that the Texas Water Development Board (TWDB) Supplemental Conditions apply to that work eligible for TWDB assistance to be performed under this contract and these clauses supersede any conflicting provisions of this contract. 2. Privity of Contract Funding for this project is expected to be provided in part by the TWDB. Neither the State of Texas, nor any of its departments, agencies or employees is, or will be, a party to this contract or any lower tier contract. This contract is subject to applicable provisions 31 TAC Chapters 358, 363 and 375 in effect on the date of the assistance award for this proj ect. 3. Dermitiorls (a) The term "Owner" means the local entity contracting for the construction services. (b) The term "TWDB" means the Executive Administrator of the Texas Water Development Board, or other person who may be at the time acting in the capacity or authorized to perform the functions of such Executive Administrator, or the authorized representative thereof. (c) The term "Engineer" means the engineer the Owner has authorized to work on the project. 4. Laws to be Observed In the execution of the Contract, the Contractor must comply with all applicable Local, State and Federal laws, including but not limited to laws concerned with labor, safety, minimum wages, and the environment. The Contractor shall make himself familiar with and at all times shall observe and comply with all Federal, State, and Local laws, ordinances and regulations which in any manner affect the conduct of the work, and shall indemnify and save harmless the Owner, TWDB, and their representatives against any claim arising from violation of any such law, ordinance or regulation by the Contractor, their Subcontractor or their employees. 5. Review by Owner and VIDE; (a) The Owner, authorized representatives and agents of the Owner, and TWDB shall, at all times have access to and be permitted to observe and review all work, materials, equipment, payrolls, personnel records, employment conditions, material invoices, and other relevant data and records pertaining to this Contract, provided, however that all instructions and approval with respect to the work will be given to the Contractor only by the Owner through authorized representatives or agents. (b) Any such inspection or review by the TWDB shall not subject the State of Texas, or its representatives, to any action for damages. 6. Performance and Payment Bonds Each Contractor awarded a construction contract must furnish performance and payment bonds: Page 12 of 43 TW D B-0551 Rev 03/18 (a) The performance bond shall include without limitation guarantees that work done under the contract will be completed and performed according to approved plans and specifications and in accordance with sound construction principles and practices. (b) The performance and payment bonds shall be in a penal slur of not less than 100 percent of the contract price and remain in effect for one year beyond the date of approval by the Engineer of the political subdivision. (c) The Contractor shall utilize a surety company which is authorized to do business in Texas in accordance with Surety Bonds and Related Instruments, Chapter 3503 of the Insurance Code. 7. Payment Schedule and Gast Breakdown (a) The Contractor shall submit for approval immediately after execution of the Agreement, a carefully prepared Progress Schedule, showing the proposed dates of starting and completing each of the various sections of the work, the anticipated monthly payments to become due to the Contractor, and the accumulated percent of progress each month. (b) The following paragraph applies only to contracts awarded on a lump sum contract price: L COST BREAKDOWN - The Contractor shall submit to the Owner a detailed breakdown of the estimated cost of all work to be accomplished under the contract, arranged and itemized as to meet the approval of the Owner or funding agencies. This breakdown shall be submitted promptly after execution of the agreement and before any payment is made to the Contractor for the work performed under the contract. After approval by the Owner the unit prices established in the breakdown shall be used in estimating the amount of partial payments to be made to the Contractor. S. Workman's C-ompens-tion I.tsaraace. Coverage (as .applicahle, c an sis tient wlIh Texas Labor Code § 406.096) (a) The Contractor shall certify in writing that the Contractor provides workers' compensation insurance coverage for each employee of the Contractor employed on the public project. (b) Each Subcontractor on the public project shall provide such a certificate relating to coverage of the Subcontractor's employees to the general Contractor, who shall provide the Subcontractor's certificate to the governmental entity. (c) A Contractor who has a contract that requires workers' compensation insurance coverage may provide the coverage through a group plan or other method satisfactory to the governing body of the governmental entity. (d) The employment of a maintenance employee by an employer who is not engaging in building or construction as the employer's primary business does not constitute engaging in building or construction. i. "Building or construction" includes: s erecting or preparing to erect a structure, including a building, bridge, roadway, public utility facility, or related appurtenance remodeling, extending, repairing, or demolishing a structure otherwise improving real property or an appurtenance to real property through similar activities Page 13 of 43 TWDB-0551 Rev 03/18 ii. "Governmental entity" means this state or a political subdivision of this state. The term includes a municipality. 9. American iron and Steel The following statement must be completed by the Contractor and made a part of the agreement between the Owner and the Contractor: The Contractor acknowledges to and for the benefit of the Owner ("Purchaser') and the Texas Water Development Board (TWDB) that it understands the goods and services under this Agreement are being funded with monies made available by the Clean Water State Revolving Fund that have statutory requirements commonly known as "American Iron and Steel " that requires all of the iron and steel products used in the project to be produced in the United States ("American Iron and Steel Requirement ") including iron and steel products provided by the Contactor pursuant to this Agreement. The Contractor hereby represents and warrants to and for the benefit of the Owner and the TWDB that (a) the Contractor has reviewed and understands the American .Iron and Steel Requirement, (b) all of the iron and steel products used in the project will be and/or have been produced in the United States in a manner that complies with the American Iron and Steel Requirement, unless a waiver of the requirement is approved, and (c) the Contractor will provide any further verified information, certification or assurance of compliance with this paragraph, or information necessary to support a waiver of the American Iron and Steel Requirement, as may be requested by the Owner or the TWDB. Notwithstanding any other provision of this Agreement, anyfailure to comply with this paragraph by the Contractor shall permit the Owner to enforce this Agreement and recover as damages against the Contractor any loss, expense, or cost (including without limitation attorney's fees) incurred by the Owner resultingfrom any such failure (including without limitation any impairment or loss of funding, whether in whole or in part, from the TWDB or any damages owed to the TWDB by the Owner). While the Contractor has no direct contractual privity with the TWDB, as a lender to the Owner for the funding of its project, the Owner and the Contractor agree that the TWDB is a third -party beneficiary and neither this paragraph (nor any other provision of this Agreement necessary to give this paragraph force or effect) shall be amended or waived without the prior written consent of the TWDB. Additional information on the American Iron and Steel (AIS) requirement and its applicability to this contract can be found in the TWDB-1106 guidance. It is recommended the Owner receive and maintain files documenting the Contractor's use of AIS. Monthly compliance with the AIS will be verified by the Owner through the submittal of the TWDB form TWDB- 1106-A. 10. Mavis -Bacon Wage Rate Requirements (a) Compliance Procedures In order to be held in compliance and satisfy this federal requirement, the following must be fulfilled: i.Wage Determinations - U.S. Department of Labor (DOL) wage determination must be included in the bidding and contract documents. DOL wage determinations may be obtained online at htti)://www.wdol.gov/. Once it is determined that Davis -Bacon Page 14 of 43 TWDB-0551 Rev 03/18 wage rates will apply to a construction contract, the Owner must state in the solicitation that Davis -Bacon prevailing wage rates are applicable and bid packages must include the current Davis -Bacon general wage determination for the area where construction will occur. While the solicitation remains open, the Owner must monitor www.wdol.gov on a. weekly basis to ensure that the wage determination contained in the solicitation remains current. The Owner must amend the solicitation if the DOL issues a modification more than 10 days prior to the closing date (i.e. bid opening) for the solicitation. If DOL modifies or supersedes the applicable verge determination less than 10 days prior to the closing date, the Owner may request a finding from the TWDB that there is not a reasonable time to notify interested Contractors of the modification of the wage determination. ii.Insert wage rate requirements in full for all contracts and subcontracts in excess of $2,000 - If the Owner is a governmental entity such as a city or district, it must insert in full the contract clauses shown below as Option 1: Section 3, Section 4 if the contract exceeds $100,000, and Section 5. If the Owner is a non -governmental entity such as a water supply corporation or a private company, it must insert in full the contract clauses shown below as Option 2: Section 3, Section 4 if the contract exceeds $100,000, and Section 5. The Owner must ensure all prime contracts require the same full text in any subcontracts. iii.Monthly Certification — The Owner must complete and submit monthly a Davis Bacon Wage Rate Certificate of Compliance once construction has begun. (Use Monthly Davis Bacon %Vane Rate Certificate of Compliance { pbmittal by Owner (Silb-recipient) 1#B-01.54). iv.Contractor Payroll Requirements - The Contractor is required to pay the prevailing wage rates on a weekly basis to laborers and mechanics in accordance with the requirements of 29 CFR 5.5, which are incorporated into the actual construction contract. Contractors/ Subcontractors must furnish weekly a statement with respect to the wages paid to each employee during the preceding week. They may use the Department of Labor (DOL) Payroll Form WH-347 and weekly Statement of Compliance on the reverse, or their own payroll form with all of the same data elements as the DOL Payroll Form WH-347, and the TWDB's form, Statement of Compliance Certification bar Contractor for SRF, DB-0155, The DOL Payroll Form WH-347 can be found under the forms section of this document or at the following link: http://www.dol.gov/whd/programs/dbra/wh347.htm. v.Interviews - The Owner must periodically interview a sufficient number of employees entitled to the Davis -Bacon prevailing wages to verify that Contractors or Subcontractors are paying the appropriate wage rates. All interviews must be conducted in confidence. The Owner must use Standard Form 1445 (SF 1445) found in the forms section of TWDB guidance document TWDB-0155 or equivalent documentation to memorialize the interviews. The Owner must establish and follow an interview schedule based on its assessment of the risks of noncompliance with Davis - Bacon posed by Contractors or Subcontractors and the duration of the contract or subcontract. The Owner must conduct more frequent interviews if the initial interviews Page 15 of 43 7W DB-0551 Rev 03/18 or other information indicated that there is a risk that the Contractor or Subcontractor is not complying with Davis -Bacon. The Owner must immediately conduct interviews in response to an alleged violation of the prevailing wage requirements. vi.Payroll Records - Certified payroll records are required to be retained by the Owner and Contractor for three years after completion of the construction project. The Owner must periodically conduct spot checks of a representative sample of weekly payroll data to verify that Contractors or Subcontractors are paying the appropriate wage rates. vii.Wage Rate Poster — The Contractor must post the required Poster (WH-1321) and applicable wage rates at the construction site. The wage rate poster may be found at under the forms section of TWDB Guidance DB-0156 or at http://www.dol.gov/whd/programs/dbra/wb 132 Lbtm. viii.Report Violations — The Owner must immediately report violations of the Davis - Bacon prevailing wage requirements to the EPA Davis -Bacon Coordinator listed in the assistance agreement and to the appropriate DOL WHD Office listed at http://www.dol.go-K/dQl/coqtact/index.htm. (b) Subcontracts The Contractor will insert in full the required wage rate requirement in any subcontract in excess of $2,000 as specified in (a)(ii) of this section. (c) Davis -Bacon General Wage Determinations A "wage determination" is the listing of wage and fringe benefit for each classification of laborers and mechanics which the Administrator of the Wage and Hour Division of the U.S. DOL has determined to be prevailing in a given area for a particular type of construction. The Davis -Bacon Wage Determinations are classified by the nature of the construction projects performed, specifically listed as "schedules": residential, building, highway, and heavy construction. A brief outline of the definitions for each schedule is listed below. i. Construction Type: Heavy determination This determination includes those projects that are not properly classified as either "building," "highway," or "residential." Unlike these classifications, heavy construction is not a homogenous classification. Because of this catch-all nature, projects within the heavy classification may sometimes be distinguished on the basis of their particular project characteristics, and separate schedules may be issued for dredging projects, water and sewer line projects, darns, major bridges, and flood control projects. ii. Construction Type: Highway determination This determination includes construction, alteration or repair of roads, streets, highways, runways, taxiways, alleys, trails, paths, parking areas, and other similar projects not incidental to building or heavy construction. iii. Construction Type: Building determination This determination includes construction of sheltered enclosures with walk-in access for the purpose of housing persons, machinery, equipment or supplies; all construction of such structures; the installation of utilities and of equipment, both above and below grade Page 16 of 43 TWDB-0551 Rev 03/18 levels; as well as incidental grading, utilities and paving. Such structures need not be "habitable" to be building construction. Also, the installation of heavy machinery and/or equipment does not generally change the project's character as a building. iv. Construction Type: Residential This determination includes the construction, alteration or repair of single-family houses, apartment buildings of no more than four stories in height. This includes all incidental items such as site work, parking areas, utilities, streets, and sidewalks. The Owner should review their Contractor's wage decisions and confirm they provide an adequate classification of the labor required for the specific construction contract. Most CWSRF projects will fall under the "Heavy" construction type, but Owners should ask their consulting Engineers if unsure. Some contracts or projects may require more than one general schedule to be included depending on the nature and extent of the work (i.e. a building is constructed in a water treatment facility). This is described in more detail in DOL's All Agency Memorandum 130 with Addendum 131. Seethe DOL's web site http://www.dol.gov/whd/programs/dbra/memorand.htm. In such cases, the TWDB would designate the work to which each wage determination or part thereof applies per Federal Acquisition Regulations (FAR) 22.404-2 thru 404-3 littps://www.acguisition.�ov/far/current/html/Subpart%2022�4.htm1%20-%20wt�1102017. Should overlaps occur in the wage classification schedules for the contract(s), the Owner may consider adopting the higher rate classification. In all cases, the Owner is responsible to insure an adequate classification is provided to insure compliance with the law. Where a Contractor alerts the Owner that the classification is inadequate, the Owner should work with the Contractor and the DOL to address any valid concerns. All questions regarding Davis -Bacon guidance can be directed to: U.S. Department of Labor Wage and Hour Divisionl-866-4USWAGE (1-866-487-9243), TTY: 1-877-889-5627, Monday -Friday 8 a.m. to 8 p.m. Eastern Time. If you require further information about Davis -Bacon and how to apply it to your project, please contact the Texas Water Development Board Project Team Manager for your region or Clay Schultz, Director, Regional Water Project Development, (512) 463-6277. The Owner and Contractor may obtain additional information on the Davis -Bacon Wage Rates requirements in the TWDB's Guidance DB-0156 — "Guidance on Davis -Bacon Wage Rate Requiremenis ". Option I — Applies to Go ernme0a] Ptifities (stash as Cities and Districts) 1. Applicability of the Davis -Bacon (DB) prevailing wage requirements. DB prevailing wage requirements apply to the construction, alteration, and repair of treatment works carried out in whole or in part with assistance made available by the Clean Water State Revolving Fund. If an Owner encounters a unique situation at a site that presents uncertainties regarding DB applicability, the Owner must discuss the situation with the TWDB before authorizing work on that site. Page 17 of 43 TWDB-0551 Rev 03/18 2. Obtaining Wage Determinations. (a) Owners shall obtain the wage determination for the locality in which a covered activity subject to DB will take place prior to issuing requests for bids, proposals, quotes or other methods for soliciting contracts (solicitation) for activities subject to DB. These wage determinations shall be incorporated into solicitations and any subsequent contracts. Prime contracts must contain a provision requiring that Subcontractors follow the wage determination incorporated into the prime contract. i. While the solicitation remains open, the Owner shall monitor www.wdol.gov weekly to ensure that the wage determination contained in the solicitation remains current. The recipients shall amend the solicitation if DOL issues a modification more than 10 days prior to the closing date (i.e. bid opening) for the solicitation. If DOL modifies or supersedes the applicable wage determination less than 10 days prior to the closing date, the Owners may request a finding from the TWDB that there is not a reasonable time to notify interested Contractors of the modification of the wage determination. The TWDB will provide a report of its findings to the Owner. ii. If the Owner does not award the contract within 90 days of the closure of the solicitation, any modifications or supersedes DOL makes to the wage determination contained in the solicitation shall be effective unless the TWDB, at the request of the Owner, obtains an extension of the 90 day period from DOL pursuant to 29 CFR 1.6(c)(3)(iv). The Owner shall monitor www.wdol.goy on a weekly basis if it does not award the contract within, 90 days of closure of the solicitation.to ensure that wage determinations contained in the solicitation remain current. (b) If the Owner carries out activity subject to DB by issuing a task order, work assignment or similar instrument to an existing Contractor (ordering instrument) rather than by publishing a solicitation, the Owner shall insert the appropriate DOL wage determination from www.wdol.gov into the ordering instrument. (c) Owners shall review all subcontracts subject to DB entered into by prime Contractors to verify that the prime Contractor has required its Subcontractors to include the applicable wage determinations. (d) As provided in 29 CFR 1.6(f), DOL may issue a revised wage determination applicable to an Owner's contract after the award of a contract or the issuance of an ordering instrument if DOL determines that the Owner has failed to incorporate a wage determination or has used a wage determination that clearly does not apply to the contract or ordering instrument. If this occurs, the Owner shall either terminate the contract or ordering instrument and issue a revised solicitation or ordering instrument or incorporate DOL's wage determination retroactive to the beginning of the contract or ordering instrument by change order. The Owner's Contractor must be compensated for any increases in wages resulting from the use of DOL's revised wage determination. Page 18 of 43 TWDB-0551 Rev 03/18 3. Contract and Subcontract provisions. (a) The Owner(s) shall insert in full in any contract in excess of $2,000 which is entered into for the actual construction, alteration and/or repair, including painting and decorating, of a treatment work under the CWSRF financed in whole or in part from Federal funds or in accordance with guarantees of a Federal agency or financed from funds obtained by pledge of any contract of a Federal agency to make a loan, grant or annual contribution (except where a different meaning is expressly indicated), and which is subject to the labor standards provisions of any of the acts listed in 29 CFR 5.1, the Water Resources Reform and Development Act of 2014 for a CWSRF-funded project, the following clauses: (1) Minimum wages. (i) All laborers and mechanics employed or working upon the site of the work will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the Contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of the Davis -Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph (a)(1)(iv) of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in 29 CFR 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: provided, that the employer's payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination (including any additional classification and wage rates conformed under paragraph (a)(1)(ii) of this section) and the Davis - Bacon poster (WH-1321) shall be posted at all times by the Contractor and its Subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. Owners may obtain wage determinations from the U.S. Department of Labor's web site, www.dol. ov. (ii)(A) The Owner(s), on behalf of EPA, shall require that any class of laborers or mechanics, including helpers, which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The TWDB shall approve a request for an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: Page 19 of 43 TWDB-0551 Rev 03/18 (1) The work to be performed by the classification requested is not performed by a classification in the wage determination; and (2) The classification is utilized in the area by the construction industry; and (3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (B) If the Contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the Owner(s) agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), documentation of the action taken and the request, including the local wage determination shall be sent by the Owner (s) to the TWDB. The TWDB will transmit the request, to the Administrator of the Wage and Hour Division, Employment Standards Administration, U.S. Department of Labor, Washington, DC 20210 and to the EPA DB Regional Coordinator concurrently. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification request within 30 days of receipt and so advise the TWDB or will notify the TWDB within the 30-day period that additional time is necessary. (C) In the event the Contractor, the laborers or mechanics to be employed in the classification or their representatives, and the Owner(s) do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the TWDB shall refer the request and the local wage determination, including the views of all interested parties and the recommendation of the TWDB, to the Administrator for determination. The request shall be sent to the EPA DB Regional Coordinator concurrently. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt of the request and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (D) The wage rate (including fringe benefits where appropriate) determined pursuant to paragraphs (a)(1)(ii)(B) or (C) of this section, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the Contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. (iv) If the Contractor does not make payments to a trustee or other third person, the Contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, provided, that the Secretary of Labor has found, upon the written request of the Contractor, that the applicable standards of the Davis -Bacon Act have been met. The Secretary of Labor may require the Contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. Page 20 of 43 TW DB-0551 Rev 03/18 (2) Withholding. The Owner(s) shall, upon written request of the EPA Award Official or an authorized representative of the Department of Labor, withhold or cause to be withheld from the Contractor under this contract or any other Federal contract with the same prime Contractor, or any other federally -assisted contract subject to Davis -Bacon prevailing wage requirements, which is held by the same prime Contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the Contractor or any Subcontractor the full amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the work, all or part of the wages required by the contract, the EPA may, after written notice to the Contractor, sponsor, applicant, or Owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased. (3) Payrolls and basic records. (i) Payrolls and basic records relating thereto shall be maintained by the Contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work. Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section 1(b)(2)(B) of the Davis -Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1(b)(2)(B) of the Davis -Bacon Act, the Contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. (ii)(A) The Contractor shall submit weekly, for each week in which any contract work is performed, a copy of all payrolls to the Owner, that is, the entity that receives the funds from the TWDB. Such documentation shall be available on request of the TWDB or EPA. As to each payroll copy received, the Owner shall provide written confirmation in a form satisfactory to the TWDB indicating whether or not the project is in compliance with the requirements of 29 CFR 5.5(a)(1) based on the most recent payroll copies for the specified week. The payrolls shall set out accurately and completely all of the information required to be maintained under 29 CFR 5.5(a)(3)(i), except that full social security numbers and home addresses shall not be included on the weekly payrolls. Instead the payrolls shall only need to include an individually identifying number for each employee (e.g., the last four digits of the employee's social security number). The required weekly payroll information may be submitted in any form desired. Optional Form WH-347 is available for this purpose from the Wage and Hour Division Web site at http-//www.dol.gov/whd/forms/wh347instr.htm or its successor site. The prime Contractor is responsible for the submission of copies of payrolls by all Subcontractors. Contractors and Subcontractors shall maintain the full social security number and current address of each Page 21 of 43 TWDB-0551 Rev 03/18 covered worker, and shall provide them upon request to the Owner(s) for transmission to the TWDB or EPA if requested by EPA, the TWDB, the Contractor, or the Wage and Hour Division of the Department of Labor for purposes of an investigation or audit of compliance with prevailing wage requirements. It is not a violation of this section for a prime Contractor to require a Subcontractor to provide addresses and social security numbers to the prime Contractor for its own records, without weekly submission to the Owner(s). (B) Each payroll submitted shall be accompanied by a "Statement of Compliance," signed by the Contractor or Subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following: (1) That the payroll for the payroll period contains the information required to be provided under § 5.5 (a)(3)(ii) of Regulations, 29 CFR part 5, the appropriate information is being maintained under § 5.5 (a)(3)(i) of Regulations, 29 CFR part 5, and that such information is correct and complete; (2) That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in Regulations, 29 CFR part 3; (3) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract. (C) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH-347 shall satisfy the requirement for submission of the "Statement of Compliance" required by paragraph (a)(3)(ii)(B) of this section. (D) The falsification of any of the above certifications may subject the Contractor or Subcontractor to civil or criminal prosecution under section 1001 of title 18 and section 231 of title 31 of the United States Code. (iii) The Contractor or Subcontractor shall make the records required under paragraph (a)(3)(i) of this section available for inspection, copying, or transcription by authorized representatives of the TWDB, EPA or the Department of Labor, and shall permit such representatives to interview employees during working hours on the job. if the Contractor or Subcontractor fails to submit the required records or to make them available, the EPA or TWDB may, after written notice to the Contractor, sponsor, applicant, or Owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12. (4) Apprentices and trainees Page 22 of 43 TWDB-0551 Rev 03/18 (i) Apprentices. Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Office of Apprenticeship Training, Employer and Labor Services, or with a State Apprenticeship Agency recognized by the Office, or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Office of Apprenticeship Training, Employer and Labor Services or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the Contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a Contractor is performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyman's hourly rate) specified in the Contractor's or Subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. In the event the Office of Apprenticeship Training, Employer and Labor Services, or a State Apprenticeship Agency recognized by the Office, withdraws approval of an apprenticeship program, the Contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (ii) Trainees. Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S. Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the j ourneyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll as a trainee rate who is not registered and participating in a training plan approved by the Employment and Training Page 23 of 43 TWDB-0551 Rev 03/18 Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program, the Contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (Ili) Equal employment opportunity. The utilization of apprentices, trainees and journeymen under this part shall be in conformity with the equal employment opportunity requirements of Executive Order 11246, as amended and 29 CFR part 30. (5) Compliance with Copeland Act requirements. The Contractor shall comply with the requirements of 29 CFR part 3, which are incorporated by reference in this contract. (6) Subcontracts. The Contractor or Subcontractor shall insert in any subcontracts the clauses contained in 29 CFR 5.5(a)(1) through (10) and such other clauses as the EPA determines may by appropriate, and also a clause requiring the Subcontractors to include these clauses in any lower tier subcontracts. The prime Contractor shall be responsible for the compliance by any Subcontractor or lower tier Subcontractor with all the contract clauses in 29 CFR 5.5. (7) Contract termination; debarment. A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the contract, and for debarment as a Contractor and a Subcontractor as provided in 29 CFR 5.12. (8) Compliance with Davis -Bacon and Related Act requirements. All rulings and interpretations of the Davis -Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by reference in this contract. (9) Disputes concerning labor standards. Disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between the Contractor (or any of its Subcontractors) and Owner(s), TWDB, EPA, the U.S. Department of Labor, or the employees or their representatives. (10) Certification of eligibility. (i) By entering into this contract, the Contractor certifies that neither it (nor he or she) nor any person or firm who has an interest in the Contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a) of the Davis -Bacon Act or 29 CFR 5.12(a)(1). (ii) No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of section 3(a) of the Davis -Bacon Act or 29 CFR 5.12(a)(1). (iii) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001. Page 24 of 43 TWDB-0551 Rev 03/18 4. Contract Provision for Contracts in Excess of $100,000. (a) Contract Work Hours and Safety Standards Act. The Owner shall insert the following clauses set forth in paragraphs (a)(1), (2), (3), and (4) of this section in full in any contract in an amount in excess of $100,000 and subject to the overtime provisions of the Contract Work Hours and Safety Standards Act. These clauses shall be inserted in addition to the clauses required by Item 3, above or 29 CFR 4.6. As used in this paragraph, the terms laborers and mechanics include watchmen and guards. (1) Overtime requirements. No Contractor or Subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (a)(1) of this section the Contractor and any Subcontractor responsible therefore shall be liable for the unpaid wages. In addition, such Contractor and Subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (a)(1) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (a)(1) of this section. (3) Withholding for unpaid wages and liquidated damages. The Owner, upon written request of the EPA Award Official or an authorized representative of the Department of Labor, shall withhold or cause to be withheld, from any moneys payable on account of work performed by the Contractor or Subcontractor under any such contract or any other Federal contract with the same prime Contractor, or any other federally -assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime Contractor, such sums as may be determined to be necessary to satisfy any liabilities of such Contractor or Subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (a)(2) of this section. (4) Subcontracts. The Contractor or Subcontractor shall insert in any subcontracts the clauses set forth in paragraph (a)(1) through (4) of this section and also a clause requiring the Subcontractors to include these clauses in any lower tier subcontracts. The prime Contractor shall be responsible for compliance by any Subcontractor or lower tier Subcontractor with the clauses set forth in paragraphs (a)(1) through (4) of this section. (b) In addition to the clauses contained in Item 3, above, in any contract subject only to the Contract Work Hours and Safety Standards Act and not to any of the other statutes cited in 29 CFR 5.1, the Owner shall insert a clause requiring that the Contractor or Subcontractor shall maintain payrolls and basic payroll records during the course of the work and shall preserve Page 25 of 43 TW b B-0551 Rev 03/18 them for a period of three years from the completion of the contract for all laborers and mechanics, including guards and watchmen, working on the contract. Such records shall contain the name and address of each such employee, social security number, correct classifications, hourly rates of wages paid, daily and weekly number of hours worked, deductions made, and actual wages paid. Further, the Owner shall insert in any such contract a clause providing that the records to be maintained under this paragraph shall be made available by the Contractor or Subcontractor for inspection, copying, or transcription by authorized representatives of the EPA, TWDB, and the Department of Labor, and the Contractor or Subcontractor will permit such representatives to interview employees during working hours on the job. 5. Compliance Verification (a) The Owner shall periodically interview a sufficient number of employees entitled to DB prevailing wages (covered employees) to verify that Contractors or Subcontractors are paying the appropriate wage rates. As provided in 29 CFR 5.6(a)(6), all interviews must be conducted in confidence. The Owner must use Standard Form 1445 (SF 1445) found in the forms section of TWDB guidance document TWDB-0156 or equivalent documentation to memorialize the interviews. Copies of the SF 1445 are also available from EPA on request. (b) The Owner shall establish and follow an interview schedule based on its assessment of the risks of noncompliance with DB posed by Contractors or Subcontractors and the duration of the contract or subcontract. Owners must conduct more frequent interviews if the initial interviews or other information indicated that there is a risk that the Contractor or Subcontractor is not complying with DB. Owners shall immediately conduct interviews in response to an alleged violation of the prevailing wage requirements. All interviews shall be conducted in confidence." (c) The Owner shall periodically conduct spot checks of a representative sample of weekly payroll data to verify that Contractors or Subcontractors are paying the appropriate wage rates. The Owner shall establish and follow a spot check schedule based on its assessment of the risks of noncompliance with DB posed by Contractors or Subcontractors and the duration of the contract or subcontract. At a minimum, if practicable, the Owner should spot check payroll data within two weeks of each Contractor or Subcontractor's submission of its initial payroll data and two weeks prior to the completion date the contract or subcontract. Owners must conduct more frequent spot checks if the initial spot check or other information indicates that there is a risk that the Contractor or Subcontractor is not complying with DB. In addition, during the examinations the Owner shall verify evidence of fringe benefit plans and payments there under by Contractors and Subcontractors who claim credit for fringe benefit contributions. (d) The Owner shall periodically review Contractors and Subcontractor's use of apprentices and trainees to verify registration and certification with respect to apprenticeship and training programs approved by either the U.S Department of Labor or a state, as appropriate, and that Contractors and Subcontractors are not using disproportionate numbers of, laborers, trainees and apprentices. These reviews shall be conducted in accordance with the schedules for spot checks and interviews described in Item 5(b) and (c) above. Page 26 of 43 TWDB-0551 Rev 03/18 (e) Owners must immediately report potential violations of the DB prevailing wage requirements to the EPA Region 6 DB Coordinator, TWDB, and to the appropriate DOL Wage and Hour District Office listed at http://,,"vw.dol s4ov/whd/ainerica2.htm. p[ian 2 — Applies In Nmi- overnmental Entities (such as Wvtcr supply Corporations, apd Private COMPariies) 1. Applicability of the Davis -Bacon (DB) prevailing wage requirements. DB prevailing wage requirements apply to the construction, alteration, and repair of treatment works carried out in whole or in part with assistance made available by the CWSRF. If an Owner encounters a unique situation at a site that presents uncertainties regarding DB applicability, the Owner must discuss the situation with the TWDB before authorizing work on that site. 2. Obtaining Wage Determinations. (a) Owners must obtain proposed wage determinations for specific localities at www.wdol.gov. After the Owner obtains its proposed wage determination, it must submit the wage determination to the TWDB for approval prior to inserting the wage determination into a solicitation, contract or issuing task orders, work assignments or similar instruments to existing Contractors (ordering instruments unless subsequently directed otherwise by the TWDB.) (b) Owners shall obtain the wage determination for the locality in which a covered activity subject to DB will take place prior to issuing requests for bids, proposals, quotes or other methods for soliciting contracts (solicitation) for activities subject to DB. These wage determinations shall be incorporated into solicitations and any subsequent contracts. Prime contracts must contain a provision requiring that Subcontractors follow the wage determination incorporated into the prime contract. (i) While the solicitation remains open, the Owner shall monitor wvvvv.wdol. ov on a weekly basis to ensure that the wage determination contained in the solicitation remains current. The recipients shall amend the solicitation if DOL issues a modification more than 10 days prior to the closing date (i.e. bid opening) for the solicitation. If DOL modifies or supersedes the applicable wage determination less than 10 days prior to the closing date, the Owners may request a finding from the TWDB that there is not a reasonable time to notify interested Contractors of the modification of the wage determination. The TWDB will provide a report of its findings to the Owner. (ii) If the Owner does not award the contract within 90 days of the closure of the solicitation, any modifications or supersedes DOL makes to the wage determination contained in the solicitation shall be effective unless the TWDB, at the request of the Owner, obtains an extension of the 90 day period from DOL pursuant to 29 CFR 1.6(c)(3)(iv). The Owner shall monitor www.wdol.gov on a weekly basis if it does not award the contract within 90 days of closure of the solicitation to ensure that wage determinations contained in the solicitation remain current. Page 27 of 43 TWDB-0551 Rev 03/18 (c) If the Owner carries out activity subject to DB by issuing a task order, work assignment or similar instrument to an existing Contractor (ordering instrument) rather than by publishing a solicitation, the Owner shall insert the appropriate DOL wage determination from www.wdol.gov into the ordering instrument. (d) Owners shall review all subcontracts subject to DB entered into by prime Contractors to verify that the prime Contractor has required its Subcontractors to include the applicable wage determinations. (e) As provided in 29 CFR 1.6(f), DOL may issue a revised wage determination applicable to an Owner's contract after the award of a contract or the issuance of an ordering instrument if DOL determines that the Owner has failed to incorporate a wage determination or has used a wage determination that clearly does not apply to the contract or ordering instrument. If this occurs, the Owner shall either terminate the contract or ordering instrument and issue a revised solicitation or ordering instrument or incorporate DOL's wage determination retroactive to the beginning of the contract or ordering instrument by change order. The Owner's Contractor must be compensated for any increases in wages resulting from the use of DOL's revised wage determination.. 3. Contract and Subcontract provisions. (a) The Owner(s) shall insert in full in any contract in excess of $2,000 which is entered into for the actual construction, alteration and/or repair, including painting and decorating, of a treatment work under the CWSRF financed in whole or in part from Federal funds or in accordance with guarantees of a Federal agency or financed from funds obtained by pledge of any contract of a Federal agency to make a loan, grant or annual contribution (except where a different meaning is expressly indicated), and which is subject to the labor standards provisions of any of the acts listed in 29 CFR 5.1, the Water Resources Reform and Development Act of 2014 for a CWSRF-funded project, the following clauses: (1) Minimum wages. (i) All laborers and mechanics employed or working upon the site of the work will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR part 3)), the full amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the Contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) of the Davis -Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph (a)(1)(iv) of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination Page 28 of 43 TWDB-0551 Rev 03/1S for the classification of work actually performed, without regard to skill, except as provided in 29 CFR 5.5(a)(4). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided, that the employer's payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination (including any additional classification and wage rates conformed under paragraph (a)(1)(ii) of this section) and the Davis - Bacon poster (WH-1321) shall be posted at all times by the Contractor and its Subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. Owners may obtain wage determinations from the U.S. Department of Labor's web site, www.dol.gov. (ii)(A) The Owner(s), on behalf of EPA, shall require that any class of laborers or mechanics, including helpers, which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The TWDB shall approve a request for an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: (1) The work to be performed by the classification requested is not performed by a classification in the wage determination; and (2) The classification is utilized in the area by the construction industry; and (3) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (B) if the Contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the Owner(s) agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), documentation of the action taken and the request, including the local wage determination shall be sent by the Owner(s) to the TWDB. The TWDB will transmit the request, to the Administrator of the Wage and Hour Division, Employment Standards Administration, U.S. Department of Labor, Washington, DC 20210 and to the EPA DB Regional Coordinator concurrently. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification request within 30 days of receipt and so advise the TWDB or will notify the TWDB within the 30-day period that additional time is necessary. (C) In the event the Contractor, the laborers or mechanics to be employed in the classification or their representatives, and the Owner(s) do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the TWDB shall refer the request and the local wage determination, including the views of all interested parties and the recommendation of the TWDB, to the Administrator for determination. The request shall be sent to the EPA DB Regional Coordinator concurrently. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt of the request and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. Page 29 of 43 TWDB-0551 Rev 03/18 (D) The wage rate (including fringe benefits where appropriate) determined pursuant to paragraphs (a)(1)(ii)(B) or (C) of this section, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. (iii) Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the Contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof (iv) If the Contractor does not make payments to a trustee or other third person, the Contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, Provided, That the Secretary of Labor has found, upon the written request of the Contractor, that the applicable standards of the Davis -Bacon Act have been met. The Secretary of Labor may require the Contractor to set aside in a separate account assets for the meeting of obligations Colder the plan or program. (2) Withholding. The Owner(s) shall, upon written request of the EPA Award Official or an authorized representative of the Department of Labor, withhold or cause to be withheld from the Contractor under this contract or any other Federal contract with the same prime Contractor, or any other federally -assisted contract subject to Davis -Bacon prevailing wage requirements, which is held by the same prime Contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the Contractor or any Subcontractor the fall amount of wages required by the contract. In the event of failure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the work, all or part of the wages required by the contract, the EPA may, after written notice to the Contractor, sponsor, applicant, or Owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased. (3) Payrolls and basic records. (i) Payrolls and basic records relating thereto shall be maintained by the Contractor during the course of the work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work. Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section i (b)(2)(B) of the Davis -Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section i (b)(2)(B) of the Davis -Bacon Act, the Contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the Page 30 of 43 TWDB-0551 Rev 03/18 registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. (ii)(A) The Contractor shall submit weekly, for each week in which any contract work is performed, a copy of all payrolls to the Owner, that is, the entity that receives the fiends from the TWDB. Such documentation shall be available on request of the TWDB or EPA. As to each payroll copy received, the Owner shall provide written confirmation in a form satisfactory to the TWDB indicating whether or not the project is in compliance with the requirements of 29 CFR 5.5(a)(1) based on the most recent payroll copies for the specified week. The payrolls shall set out accurately and completely all of the information required to be maintained under 29 CFR 5.5(a)(3)(i), except that full social security numbers and home addresses shall not be included on the weekly payrolls. Instead the payrolls shall only need to include an individually identifying number for each employee (e.g., the last four digits of the employee's social security number). The required weekly payroll information may be submitted in any form desired. Optional Form WH-347 is available for this purpose from the Wage and Hour Division Web site at h1tp;-//www.dol. ov/whd/f6rms/wh347instr.htm or its successor site. The prime Contractor is responsible for the submission of copies of payrolls by all Subcontractors. Contractors and Subcontractors shall maintain the full social security number and current address of each covered worker, and shall provide them upon request to the Owner(s) for transmission to the TWDB or EPA if requested by EPA, the TWDB, the Contractor, or the Wage and Hour Division of the Department of Labor for purposes of an investigation or audit of compliance with prevailing wage requirements. It is not a violation of this section for a prime Contractor to require a Subcontractor to provide addresses and social security numbers to the prime Contractor for its own records, without weekly submission to the Owner(s). (B) Each payroll submitted shall be accompanied by a "Statement of Compliance," signed by the Contractor or Subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following: (1) That the payroll for the payroll period contains the information required to be provided under § 5.5 (a)(3)(ii) of Regulations, 29 CFR part 5, the appropriate information is being maintained under § 5.5 (a)(3)(i) of Regulations, 29 CFR part 5, and that such information is correct and complete; (2) That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in Regulations, 29 CFR part 3; (3) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed_ , as specified in the applicable wage determination incorporated into the contract. (C) The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH-347 shall satisfy the requirement for submission of the "Statement of Compliance" required by paragraph (a)(3)(ii)(B) of this section. Page 31 of 43 TWDB-0551 Rev 03/18 (D) The falsification of any of the above certifications may subject the Contractor or Subcontractor to civil or criminal prosecution under section 1001 of title 18 and section 231 of title 31 of the United States Code. (iii) The Contractor or Subcontractor shall make the records required under paragraph (a)(3)(i) of this section available for inspection, copying, or transcription by authorized representatives of the TWDB, EPA or the Department of Labor, and shall permit such representatives to interview employees during working hours on the job. If the Contractor or Subcontractor fails to submit the required records or to make them available, the EPA or TWDB may, after written notice to the Contractor, sponsor, applicant, or Owner, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12. (4) Apprentices and trainees (i) Apprentices. Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Office of Apprenticeship Training, Employer and Labor Services, or with a State Apprenticeship Agency recognized by the Office, or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Office of Apprenticeship Training, Employer and Labor Services or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the Contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a Contractor is performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyman's hourly rate) specified in the Contractor's or Subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the fill amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. In the event the Office of Apprenticeship Training, Employer and Labor Services, or a State Apprenticeship Agency recognized by the Office, withdraws approval of an apprenticeship program, the Contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. Page 32 of 43 TWDB-0551 Rev 03/18 (ii) Trainees. Except as provided in 29 CFR .5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U.S. Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program, the Contractor will no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (iii) Equal employment opportunity. The utilization of apprentices, trainees and journeymen under this part shall be in conformity with the equal employment opportunity requirements of Executive Order It 246, as amended and 29 CFR_ part 30. (5) Compliance with Copeland Act requirements. The Contractor shall comply with the requirements of 29 CFR part 3, which are incorporated by reference in this contract. (6) Subcontracts. The Contractor or Subcontractor shall insert in any subcontracts the clauses contained in 29 CFR 5.5(a)(1) through (10) and such other clauses as the EPA determines may by appropriate, and also a clause requiring the Subcontractors to include these clauses in any lower tier subcontracts. The prime Contractor shall be responsible for the compliance by any Subcontractor or lower tier Subcontractor with all the contract clauses in 29 CFR 5.5. (7) Contract termination; debarment. A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the contract, and for debarment as a Contractor and a Subcontractor as provided in 29 CFR 5.12. (8) Compliance with Davis -Bacon and Related Act requirements. All rulings and interpretations of the Davis -Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by reference in this contract. (9) Disputes concerning labor standards. Disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 Page 33 of 43 TW DB-0551 Rev 03/18 CFR parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between the Contractor (or any of its Subcontractors) and Owner(s), TWDB, EPA, the U.S. Department of Labor, or the employees or their representatives, (10) Certification of eligibility. (i) By entering into this contract, the Contractor certifies that neither it (nor he or she) nor any person or firm who has an interest in the Contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a) of the Davis -Bacon Act or 29 CFR 5.12(a)(1). (ii) No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of section 3(a) of the Davis -Bacon Act or 29 CFR 5.12(a)(1). (iii) The penalty for making false statements is prescribed in the U.S. Criminal Code, 1$ U.S.C. 1001. 4. Contract Provision for Contracts in Excess of $100,000. (a) Contract Work Hours and Safety Standards Act. The Owner shall insert the following clauses set forth in paragraphs (a)(1), (2), (3), and (4) of this section in full in any contract in an amount in excess of $100,000 and subject to the overtime provisions of the Contract Work Hours and Safety Standards Act. These clauses shall be inserted in addition to the clauses required by Item 3, above or 29 CFR 4.6. As used in this paragraph, the terms laborers and mechanics include watchmen and guards. (1) Overtime requirements. No Contractor or Subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. (2) Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (a)(1) of this section. the Contractor and any Subcontractor responsible therefore shall be liable for the unpaid wages. In addition, such Contractor and Subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (a)(1) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (a)(1) of this section. (3) Withholding for unpaid wages and liquidated damages. The Owner shall upon the request of the EPA Award Official or an authorized representative of the Department of Labor, withhold or cause to be withheld, from any moneys payable on account of work performed by the Contractor or Subcontractor under any such contract or any other Federal contract with the same prime Page 34 of 43 TWDB-0551 Rev 03/18 Contractor, or any other federally -assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime Contractor, such sums as may be determined to be necessary to satisfy any liabilities of such Contractor or Subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (a)(2) of this section. (4) Subcontracts. The Contractor or Subcontractor shall insert in any subcontracts the clauses set forth in paragraph (a)(1) through (4) of this section and also a clause requiring the Subcontractors to include these clauses in any lower tier subcontracts. The prime Contractor shall be responsible for compliance by any Subcontractor or lower tier Subcontractor with the clauses set forth in paragraphs (a)(1) through (4) of this section. (b) In addition to the clauses contained in Item 3, above, in any contract subject only to the Contract Work Hours and Safety Standards Act and not to any of the other statutes cited in 29 CFR 5.1., the Owner shall insert a clause requiring that the Contractor or Subcontractor shall maintain payrolls and basic payroll records during the course of the work and shall preserve them for a period of three years from the completion of the contract for all laborers and mechanics, including guards and watchmen, working on the contract. Such records shall contain the name and address of each such employee, social security number, correct classifications, hourly rates of wages paid, daily and weekly number of hours worked, deductions made, and actual wages paid. Further, the Owner shall insert in any such contract a clause providing that the records to be maintained under this paragraph shall be made available by the Contractor or Subcontractor for inspection, copying, or transcription by authorized representatives of the EPA, TWDB, and the Department of Labor, and the Contractor or Subcontractor will permit such representatives to interview employees during working hours on the job. 5. Compliance Verification (a) The Owner shall periodically interview a sufficient number of employees entitled to DB prevailing wages (covered employees) to verify that Contractors or Subcontractors are paying the appropriate wage rates. As provided in 29 CFR 5.6(a)(6), all interviews must be conducted in confidence. The Owner must use Standard Form 1445 (SF 1445) found in the forms section of TWDB guidance document TWDB-0156 or equivalent documentation to memorialize the interviews. Copies of the SF 1445 are also available from EPA on request. (b) The Owner shall establish and follow an interview schedule based on its assessment of the risks of noncompliance with DB posed by Contractors or Subcontractors and the duration of the contract or subcontract. Owners must conduct more frequent interviews if the initial interviews or other information indicated that there is a risk that the Contractor or Subcontractor is not complying with DB. Owners shall immediately conduct interviews in response to an alleged violation of the prevailing wage requirements. All interviews shall be conducted in confidence." (c) The Owner shall periodically conduct spot checks of a representative sample of weekly payroll data to verify that Contractors or Subcontractors are paying the appropriate wage rates. The Owner shall establish and follow a spot check schedule based on its assessment of the risks of noncompliance with DB posed by Contractors or Subcontractors and the duration of the contract or subcontract. At a minimum, if practicable the Owner should spot check payroll data within two weeks of each Contractor or Subcontractor's submission of its initial payroll data and two weeks Page 35 of 43 TW aB-0551 Rev 03/18 prior to the completion date the contract or subcontract. Owners must conduct more frequent spot checks if the initial spot check or other information indicates that there is a risk that the Contractor or Subcontractor is not complying with DB . In addition, during the examinations the Owner shall verify evidence of fringe benefit plans and payments there under by Contractors and Subcontractors who claim credit for fringe benefit contributions. (d) The Owner shall periodically review Contractors and Subcontractor's use of apprentices and trainees to verify registration and certification with respect to apprenticeship and training programs approved by either the U.S Department of Labor or a state, as appropriate, and that Contractors and Subcontractors are not using disproportionate numbers of, laborers, trainees and apprentices. These reviews shall be conducted in accordance with the schedules for spot checks and interviews described in Item 5(b) and (c) above. (e) Owners must immediately report potential violations of the DB prevailing wage requirements to the EPA Region 6 DB Coordinator, TWDB, and to the appropriate DOL Wage and Hour District Office listed at http://www.dol.gov/wild/america2.htm. 11.Payrnen#s a) Progress Payments: i. The Contractor shall prepare their requisition for progress payment as of the last day of the payment month and submit it, with the required number of copies, to the Engineer for review. Except as provided in paragraph (iii) of this subsection, the amount of the payment due to the Contractor shall be determined by adding to the total value of work completed to date, the value of materials properly stored on the site and deducting (1) five percent (5%) minimum of the total amount, as a retainage and (2) the amount of all previous payments. The total value of work completed to date shall be based on the actual or estimated quantities of work completed and on the unit prices contained in the agreement (or cost breakdown approved pursuant to section 7.b relating to lump sum bids) and adjusted by approved change orders. The value of materials properly stored on the site shall be based upon the estimated quantities of such materials and the invoices prices. Copies of all invoices shall be available for inspection by the Engineer. ii. The Contractor shall be responsible for the care and protection of all materials and work upon which payments have been made until final acceptance of such work and materials by the Owner. Such payments shall not constitute a waiver of the right of the Owner to require the fulfillment of all terms of the contract and the delivery of all improvements embraced in the contract complete and satisfactory to the Owner in all details. iii. This clause applies to contracts when the Owner is a District or Authority. The retainage shall be ten (10%) percent minimum of the amount otherwise due until at least fifty (50%) of the work has been completed. After the project is fifty (50%) percent completed, and if the District or Authority's Board finds that satisfactory progress is being made, then the District may authorize any of the remaining progress payments to be made in full. The District is not obligated to pay interest earned on the first 50% of work completed (Texas Water Code Sec. 49.276(d)). Page 36 of 43 TWDB-0551 Rev 03/18 iv. The five (5%) percent retainage of the progress payments due to the Contractor may not be reduced until the building of the project is substantially complete and a reduction in the retainage has been authorized by the TWDB. b) Withholding Payments. The Owner may withhold from any payment otherwise due to the Contractor so much as may be necessary to protect the Owner and if so elects may also withhold any amounts due from the Contractor to any Subcontractors or material dealers for work performed or material furnished by them. The foregoing provisions shall be construed solely for the benefit of the Owner and will not require the Owner to determine or adjust any claims or disputes between the Contractor and his Subcontractors or material dealers, or to withhold any monies for their protection unless the Owner elects to do so. The failure or refusal of the Owner to withhold any monies from the Contractor shall in no way impair the obligations of any surety or sureties under any bond or bonds furnished under this contract. c) Payments Subject to Submission of Certificates. Each payment to the Contractor by the Owner shall be made subject to submission by the Contractor of all written certifications required of him and his Subcontractors by general and special conditions pertaining to this contract. d) Final Payment. i. Upon satisfactory completion of the work performed under this contract, as a condition before final payment under this contract or as a termination settlement under this contract the Contractor shall execute and deliver to the Owner a release of all claims against the Owner arising under, or by virtue of, this contract, except claims which are specifically exempted by the Contractor to be set forth therein. Unless otherwise provided in this contract, by State law or otherwise expressly agreed to by the parties to this contract, final payment under this contract or settlement upon termination of this contract shall not constitute a waiver of the Owner's claims against the Contractor or his sureties under this contract or applicable performance and payment bonds. ii. After final inspection and acceptance by the Owner of all work under the Contract, the Contractor shall prepare his requisition for final payment which shall be based upon the carefully measured or computed quantity of each item of work at the applicable unit prices stipulated in the Agreement or cost breakdown (if lump sum), as adjusted by approved change orders. The total amount of the final payment due the Contractor under this contract shall be the amount computed as described above less all previous payments. iii. The retainage and its interest earnings, if any, shall not be paid to the Contractor until the TWDB has authorized a reduction in, or release of, retainage on the contract work. iv. Withholding of any amount due to the Owner, under general and/or special conditions regarding "Liquidated Damages," shall be deducted from the final payment due the Contractor. 12. Equal eruployment opporl unity and affirmative action This provision applies to Clean Water State Revolving Fund Program projects where the contract agreement is for more than $10,000. Page 37 of 43 TW D B-0551 Rev 03/18 During the performance of this contract, the Contractor agrees as follows: (1) The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex (including pregnancy), sexual orientation, gender identity, national origin, age (40 or older), disability, or genetic information. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. (2) The Contractor will, in all solicitations or advancements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin. (3) The Contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Contractor's legal duty to furnish information. (4) The Contractor will send to each labor union or representative of workers with which the Contractor has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer, advising the labor union or workers' representative of the Contractor's commitments under Section 202 of Executive Order No. 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (5) The Contractor will comply with all provisions of Executive Order No. 11246 of Sept. 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (6) The Contractor will furnish all information and reports required by Executive Order No. 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to Page 38 of 43 TW DB-0551 Rev 03/18 ascertain compliance with such rules, regulations, and orders. (7) In the event of the Contractor's noncompliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be cancelled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order No. 11246 of Sept. 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (8) The Contractor will include the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive* Order No. 11246 of September 24, 1965, so that such provisions will be binding upon each Subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event the Contractor becomes involved in, or is threatened with, litigation with a Subcontractor or vendor as a result of such direction, the Contractor may request the United States to enter into such litigation to protect the interests of the United States. Whenever the Contractor, or any Subcontractor at any tier, subcontracts a portion of the work involving any construction trade, it shall physically include in each subcontract in excess of $10,0.00 the provisions of these specifications and the notice which contains the applicable goals set for minority and female participation and which is set forth in the solicitations from which this contract resulted. i.3.Are heological discoveries:and Culta ral Resources No activity which may affect properties listed or properties eligible for listing in the National Register of Historic Places or eligible for designation as a State Archeological Landmark is authorized until the Owner has complied with the provisions of the National Historic Preservation Act and the Antiquities Code of Texas. The Owner has previously coordinated with the appropriate agencies and impacts to known cultural or archeological deposits have been avoided or mitigated. However, the Contractor may encounter unanticipated cultural or archeological deposits during construction. If archeological sites or historic structures which may qualify for designation as a State Archeological Landmark according to the criteria in 13 TAC Chapter 26, or that may be eligible for listing on the National Register of Historic Places in accordance with 36 CFR Part 800, are discovered after construction operations are begun, the Contractor shall immediately cease operations in that particular area and notify the Owner, the TWDB, and the Texas Antiquities Committee, P.O. Box 12276, Capitol Station, Austin, Texas 78711- 2276.. The Contractor shall take reasonable steps to protect and preserve the discoveries until they have been inspected by the Owner's representative and the TWDB. The Owner will promptly coordinate with the State Historic Preservation Officer and any other Page 39 of 43 TW QB-0551 Rev 03/18 appropriate agencies to obtain any necessary approvals or permits to enable the work to continue. The Contractor shall not resume work in the area of the discovery until authorized to do so by the Owner. 14. Endangered Species No activity is authorized that is likely to jeopardize the continued existence of a threatened or endangered species as listed or proposed for listing under the Federal Endangered Species Act (ESA), and/or the State of Texas Parks and Wildlife Code on Endangered Species, or to destroy or adversely modify the habitat of such species. If a threatened or endangered species is encountered during construction, the Contractor shall immediately cease work in the area of the encounter and notify the Owner, who will immediately implement actions in accordance with the ESA and applicable State statutes. These actions shall include reporting the encounter to the TWDB, the U. S. Fish and Wildlife Service, and the Texas Parks and Wildlife Department, obtaining any necessary approvals or permits to enable the work to continue, or implement other mitigation actions. The Contractor shall not resume construction in the area of the encounter until authorized to do so by the Owner. 15. H:3zai rdous N€:i 1 crials Materials utilized in the project shall be free of any hazardous materials, except as may be specifically provided for in the specifications. If the Contractor encounters existing material on sites owned or controlled by the Owner or in material sources that are suspected by visual observation or smell to contain hazardous materials, the Contractor shall immediately notify the Engineer and the Owner. The Owner will be responsible for the testing for and removal or disposal of hazardous materials on sites owned or controlled by the Owner. The Owner may suspend the work, wholly or in part during the testing, removal or disposal of hazardous materials on sites owned or controlled by the Owner. 16. Changes 'Provisions identified with an asterisk below are consistent with Local Government Code 271.060. Counties and Municipalities may modify the identified provisions, when applicable, to conform to Local Government Code 262.031 (Counties) or 252.048 (Municipalities). (a) The Owner may at any time, without notice to any surety, by written order designated or indicated to be a change order, make changes in the work within the general scope of the contract, including but not limited to changes: i. In the specifications (including drawings and designs); ii. In the time, method or manner of performance of the work; iii. To decrease or increase the quantity of work to be performed or materials, equipment or supplies to be furnished; (b) *The total price of a contract may not be increased by a change order unless provision has been made for the payment of the added cost by the appropriation of current funds or bond funds for that purpose, by the authorization of the issuance of certificates, or by a combination of those procedures. Page 40 of 43 TWDB-0551 Rev 03/18 (c) *A contract with an original contract price of $1 million or more may not be increased by more than 25 percent. If a change order for a contract with an original contract price of less than $1 million increases the contract amount to $1 million or more, subsequent change orders may not increase the revised contract amount by more than 25 percent. (d) *A governing body may grant authority to an official or employee responsible for purchasing or for administering a contract to approve a change order that involves an increase or decrease of $50,000 or less. (e) Changes that involve an increase in price will be supported by documentation of the cost components. For projects funded through the EDAP program, or with grant proceeds, TWDB staff may request this information to be provided in a format equivalent to the Cost and Pricing Information form (No. WRD-277). (f) Any change orders involving a change in the project requiring a relocation of project components, sizing, or process may require additional environmental approval. A map and description of the proposed changes should be sent to the TWDB Environmental Reviewer for coordination and approval as soon as possible to avoid any delay. 17. [operation andAlaintenance ManinAs and Training (a) The Contractor shall obtain installation, operation, and maintenance manuals from manufacturers and suppliers for equipment furnished under the contract. The Contractor shall submit three copies of each complete manual to the Engineer within 90 days after approval of shop drawings, product data, and samples, and not later than the date of shipment of each item of equipment to the project site or storage location. (b) The Owner shall require the Engineer to promptly review each manual submitted, noting necessary corrections and revisions. If the Engineer rejects the manual, the Contractor shall correct and resubmit the manual until it is acceptable to Engineer as being in conformance with the design concept of the project and for compliance with information given in the Contract Documents. Owner may assess the Contractor a charge for reviews of the same items in excess of three (3) times. Such procedures shall not be considered cause for delay. (c) Acceptance of the manuals by Engineer does not relieve Contractor of any requirements on terms of Contract. (d) The Contractor shall provide the services of trained, qualified technicians to check final equipment installation, to assist as required in placing same in operation., and to instruct operating personnel in the proper manner of performing routine operation and maintenance of the equipment. (e) Operations and maintenance manuals specified hereinafter are in addition to any operation, maintenance, or installation instructions required by the Contractor to install, test, and start-up the equipment. Each manual is to be bound in a folder and labeled to identify the contents and project to which it applies. The manual shall contain the following applicable items: A listing of the manufacturer's identification, including order number, model, serial number, and location of parts and service centers. Page 41 of 43 TWDB-0551 Rev 03/18 ii. A list of recommended stock of parts, including part number and quantity. iii. Complete replacement parts list. iv. Performance data and rating tables. V. Specific instructions for installation, operation, adjustment, and maintenance. vi. Exploded view drawings for major equipment items. vii. Lubrication requirements. viii. Complete equipment wiring diagrams and control schematics with terminal identification. 18. As -Built Dimensions and Drawings (a) Contractor shall make appropriate daily measurements of facilities constructed and keep accurate records of location (horizontal and vertical) of all facilities. (b) Upon completion of each facility, the Contractor shall furnish the Owner with one set of direct prints, marked with red pencil, to show as -built dimensions and locations of all work constructed. As a minimum, the final drawings shall include the following: i. Horizontal and vertical locations of work. ii. Changes in equipment and dimensions due to substitutions. iii. "Nameplate" data on all installed equipment. iv. Deletions, additions, and changes to scope of work. V. Any other changes made. 1.9. Close --Out P1.oeeduA-es To close-out the contract and release final retainage, the following steps must be completed: (a) TWDB Staff must conduct a construction contract final inspection (CCFI). (b) The following submittals must be received, reviewed, and accepted by the TWDB: i. The final change order, adjustment of quantities, or a statement that all change orders have previously been submitted and there will be no more change orders; ii. The final pay request from the Contractor; iii. An affidavit by the Contractor that all bills have been paid; iv. Certification by the consulting Engineer that the work has been completed and was constructed in accordance with the approved plans and specifications and sound engineering principals and construction practices; V. Acceptance of the project by the Owner in the form of a written resolution, or other formal action; vi. Notification of the beginning date of the warranty period for the contract; and vii. Confirmation that the Owner has received the as -built drawings from the Contractor. (c) TWDB will issue a Certificate of Approval allowing the release of retainage. Page 42 of 43 TWDB-0551 Rev 03/18 20.Addi[ional Forays ai d Guidance: The following forms and guidance documents, mentioned throughout this guidance, are available on the TWDB website at: http://www.twdb.texas.gov/financial/instructions/index.asp Forms: Contractor's act of Assurance (ED-103) Contractor's Resolution on Authorized Representative (ED-104) Vendor Compliance with Reciprocity on Non -Resident Bidders (TWDB-0459) Bidder's Certification - EEO (WRD-255) Monthly American Iron and Steel Certificate (TWDB-I 106-A) American Iron and Steel (AIS) De Minimis Log (TWDB-1106-B) Monthly Davis Bacon Wage Rate Certificate of Compliance Submittal by Owner (Sub - Recipient) (DB-0154) Guidance Documents: CWSRF Guidance Manual (TWDB-0100) Guidance on Davis -Bacon Wage Rate Requirements for State Revolving Fund Projects (DB-0156) Requirements for American Iron and Steel (AIS) Guidance (TWDB-I 106) Page 43 of 43 WRD-255 01/17 BIDDER'S CERTIFICATIONS Design, $wild, Project Name: ORarale and Ma6daln Wage Creek Water RedaMlon Facility Rosollds Management and BenoUat Reuse Project Number: 101961 Contract For: Fort Worth Water The following certifications must be completed by the bidder for each contract. A. EQUAL EMPLOYMENT OPPORTUNITY: ®I have developed and have on file at each establisbmcnt affirmative action programs pursuant to 41 CFR Part 60-1.7. 1 have: {) participated in previous contract(s) or subcontracts) subject to the equal opportunity clause under Executive Orders 11246 and 11375. f have filed all notices, contract specifications, and compliance reports due under the requirements contained in 41 CPR Part 60-4. (w) not participated in previous contracts(s) subject to the equal opportunity clause under Executive Orders 11246 and 11375 and 41 CFR Chapter 60. B. NONSEGREGATED )FACILITIES I certify that I do not and will not maintain any facilities provided for my employees iii a segregated manner, or permit my employees to perform their services at any location render my control where segregated facilities are maintained; and that I will obtain a similar certification prior to the award of any federally assisted subcontract exceeding $10,000 which is not exempt from the equal opportunity clause as required by 41 CFR Part 60-1.8. I will obtain a similar certification from any proposed subcontractor(s), when appropriate. I understand that a. false statement on this certification may be grounds for rejection of this bid proposal or termination of the contract award. Elizabeth Grant/Assistant Secretary Typed Name and Title of Bidder's Authorized Representative 12/26/2019 of Bidder's Authorized. Representative Date Synagro of Texas -CDR, Inc. 2210 FM 973, Austin, TX 78725 Name and Address of Bidder ED-103 Reviewed 09/26/2016 CONTRACTOR'S ACT OF ASSURANCE STATE OF MARYLAND § § Baltimore COUNTY OF § BEFORE ME Constance Reynolds , a Notary Public duly commissioned and qualified in and for the County of Baltimore in the State of Maryland came and appeared Synagro of Texas -CDR, Inc. , as represented by Elizabeth Grant , the Corporation's Assistant Secretary , who declares he/she is authorized to represent Synagro Of Texas -CDR, Inc. pursuant to provisions of a resolution adopted by said Corporation on the 10 day of October � 2018 (a duly certified copy of such resolution is attached to and is hereby made a part of this document). Elizabeth Grant of, Synagro of Texas -CDR, Inc. as the representative that Synagro of Texas -CDR, Inc. assures the Texas Water Development Board that it will construct City Project No. 101961 project at Fort Worth , Texas, in accordance with sound construction practice, all laws of the State of Texas, and the rules of the Texas Water Development Board. GIVEN UNDER MY HAND and seal of office this 20 day of December 5 20 20 -✓ • (Notary Public in and for the State of T s tV��INVb y % � (Print Name) Constance A. Reynolds Notary Public Anne Arundel County, Maryland My Commission Expires September 28, 2023 [SEAL] UNANIMOUS WRITTEN CONSENT OF THE DIRECTORS OF SYNA.CRO OF TEXAS- CDR, INC, The undersigned, being the Directors of Synagro of Texas — CDR, Inc. a Texas Corporation (the "Company-), for the purposo of taking action without meeting and waiving all notice requirements with respect thereto, hereby consents to, adopt and approve the following resolutions: Resignation of Officers RESOLVED, that the resignation of Michelle Hamann and Daniel Neary as Assistant Secretaries and Michael Schwartz as Vice President of the Company are hereby accepted effective October 26, 2018. Appointment of Officers RESOLVED, that the ,following individuals be and hereby is approved, adopted and ratified as an officer of the Company until his respective successor shall have been duly appointed and qualified: Michael Fegan Chief Operating Of['tcer Matthew Robertson Chief Commercial Officer Elizabeth Grant Assistant Secretary Enabling Resolutions FURTHER, RESOLVED, that the officers of the Company be, and they hereby are, authorized to take, or cause to be taken., any and all actions which they may deem necessary or desirable in coiulection with effectuating the above resolutions; and FURTHER, RESO VED, that the actions of the officers of the Company previously taken in connection the above resolutions be, and they hereby are, in allrespects authorized, ratified and confirmed as the acts and deeds of the Company. FURTHER, RESOLVED, that the officers of the Company be, and hereby are, authorized to take, or cause to be taken any and all actions which they may deem necessary or desirable in connection with binding the Company. INWITNESS WHEREOF, the undersigned Directors have executed this Unanimous Written Consent effective as of October 20, 2018. MPA Robe restore Alan Slepian Benny Q1 Sinith, Jf. SRF-404 4/16/2015 Debarment / Suspension Certification Elizabeth Grant I, , hereby certify that I have checked on the federal (Authorized Representative of Recipient) System for Award Management (www.sam.gov) website and determined that Synagro of Texas -CDR, Inc. (Name of entity) is not shown as an "excluded party" that is debarred, suspended or otherwise excluded from or ineligible for participation in federal assistance programs under Executive Order 12549. (See 2 CFR Part 180 and 2 CFR Part 1532 for additional information on the federal govermmentwide debarment and suspension system for nonprocurement programs and activities.) I understand that a false statement herein may subject me to penalties under federal and state laws relating to filing false statements and other relevant statutes. ffIWIN ill .Old W Assistant Secretary Title Synagro of Texas -CDR, Inc. Name of Recipient 12/20/2019 Date Verifying prime contractors and subcontractors for construction, equipment, supplies and services: Using the www.sam.gov website, the recipient must verify prior to awarding the contract that the prime contractor is not listed as an "excluded party" that is debarred, suspended or otherwise excluded from or ineligible. Once any subcontractors are known, they also must be verified as not listed as an "excluded party" prior to award of a subcontract. The recipient must print a dated record of the verification from the www.sam.gov website and retain a copy that is available for review by TWDB. The prime contractors and subcontractors must be verified prior to the contract award or the costs may be disallowed. BIDDER'S CERTIFICATIONS Project Name: Project Number: Contract For: WRD-255 01/17 The following certifications must be completed by the bidder for each contract. A. EQUAL EMPLOYMENT OPPORTUNITY: FII have developed and have on file at each establishment affirmative action programs pursuant to 41 CFR Part 60-1.7. I have: () participated in previous contract(s) or subcontract(s) subject to the equal opportunity clause under Executive Orders 11246 and 11375. I have filed all notices, contract specifications, and compliance reports due under the requirements contained in 41 CFR Part 60-4. (} not participated in previous contracts(s) subject to the equal opportunity clause under Executive Orders 11246 and 11375 and 41 CFR Chapter 60. B. NONSEGREGATED FACILITIES I certify that I do not and will not maintain any facilities provided for my employees in a segregated manner, or permit my employees to perform their services at any location under my control where segregated facilities are maintained; and that I will obtain a similar certification prior to the award of any federally assisted subcontract exceeding $10,000 which is not exempt from the equal opportunity clause as required by 41 CFR Part 60-1.8. I will obtain a similar certification from any proposed subcontractor(s), when appropriate. I understand that a false statement on this certification may be grounds for rejection of this bid proposal or termination of the contract award. Typed Name and Title of Bidder's Authorized Representative Signature of Bidder's Authorized Representative Date Name and Address of Bidder TWDE-0459 Rev 01117 VENDOR COMPLIANCE WITH RECIPROCITY ON NON- RESIDENT BIDDERS Texas Government Code Section 2252.002 provides that in order for nonresident bidders to be awarded a governmental contract, the bidder must bid projects for construction, improvements, supplies, or services in Texas at an amount lower than the lowest Texas resident bidder by the same amount that a Texas resident bidder would be required to underbid the nonresident bidder in order to obtain a comparable contract in the nonresident bidder's state. A nonresident bidder is a person, including a contractor, whose principal place of business or corporate office is outside of the state of Texas. This requirement does not apply to a contract involving Federal funds. The appropriate blanks in Section A must be filled out by all nonresident bidders in order for your bid to meet specifications. The failure of a nonresident bidder to do so will automatically disqualify that bidder. Resident bidders must check the blank in Section B. A. Non-resident vendors in (give state), our principal place of business, are required to be percent lower than resident bidders by state law. A copy of the statute is attached. Non-resident vendors in (give state), our principal place of business, are not required to underbid resident bidders. B. our principal place of business or corporate office is in the state of Texas: BIDDER: Synagro of Texas -CDR, Inc. Company Austin Texas 78725 City State zip Elizabeth Grant By (print name) Signature Assistant Secretary Title (print) THIS FORM MUST BE RETURNED WITH THE DID 1p - TX270 DOL Wage Rates - TX190270 for Tarrant County Building Construction Projects General Decision Number: TX190270 04/12/2019 TX270 Superseded General Decision Number: TX20180322 State: Texas Construction Type: Building County: Tarrant County in Texas. BUILDING CONSTRUCTION PROJECTS (does not include single family homes or apartments up to and including 4 stories). Note: Under Executive Order (EO) 13658, an hourly minimum wage of $10.60 for calendar year 2019 applies to all contracts subject to the Davis -Bacon Act for which the contract is awarded (and any solicitation was issued) on or after January 1, 2015, If this contract is covered by the EO, the contractor must pay all workers in any classification listed on this wage determination at least $10.60 per hour (or the applicable wage rate listed on this wage determination, if it is higher) for all hours spent performing on the contract in calendar year 2019. if this contract is covered by the EO and a classification considered necessary for performance of work on the contract does not appear on this wage determination, the contractor must pay workers in that classification at least the wage rate determined through the conformance process set forth in 29 CFR 5.5(a)(1)(ii) (or the EO minimum wage rate,if it is higher than the conformed wage rate). The EO minimum wage rate will be adjusted annually. Please note that this EO applies to the above -mentioned types of contracts entered into by the federal government that are subject to the Davis -Bacon Act itself, but it does not apply to contracts subject only to the Davis -Bacon Related Acts, including those set forth at 29 CFR 5.1(a)(2)-(60). Additional information on contractor requirements and worker protections under the EO is available at www.dol.gov/whd/govcontracts. Modification Number 0 1 2 ASBE0021-011 06/01/2016 Publication Date 01/04/2019 02/08/2019 04/12/2019 Rates Page 1 Fringes 1p - TX270 DOL Wage Rates - TX190270 for Tarrant County Building Construction Projects ASBESTOS WORKER/HEAT & FROST INSULATOR (Duct, Pipe and Mechanical System insulation) .... $ 24.32 7.52 ---------------------------------------------------------------- BOIL0074-003 01/01/2017 Rates Fringes BOILERMAKER ......................$ 28.00 22.35 ---------------------------------------------------------------- CARP1421-002..04/01/2016 Rates Fringes MILLWRIGHT .......................$ 26.60 8.65 ---------------------------------------------------------------- ELEV0021-006 01/01/2019 Rates Fringes ELEVATOR MECHANIC ................$ 41.24 33.705 FOOTNOTES: A. 6% under 5 years based on regular hourly rate for all hours worked. 8% over 5 years based on regular hourly rate for all hours worked. B. New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, the Friday after Thanksgiving Day, Christmas Day, and Veterans Day. --------------------------------------------------------------- ENGIO178-005 06/01/2014 Rates Fringes POWER EQUIPMENT OPERATOR (1) Tower Crane .............$ 29.00 10.60 (2) Cranes with Pile Driving or Caisson Attachment and Hydraulic Crane 60 tons and above ..... $ 28.75 10.60 (3) Hydraulic cranes 59 Tons and under ..............$ 27.50 10.60 IRON0263-005 06/01/2017 Rates Fringes Page 2 1p - TX270 DOL Wage Rates - TX190270 for Tarrant County Building Construction Projects IRONWORKER (ORNAMENTAL AND STRUCTURAL) ......................$ 23.25 7.32 PAIN0053-004 04/01/2014 Rates Fringes PAINTER (Brush, Roller, and Spray (Excludes Drywall Finishing/Taping))...............$ 16.40 5.45 ---------------------------------------------------------------- * PLUM0146-003 11/01/2018 Rates Fringes PIPEFITTER (Excludes HVAC Pipe Installation) ...............$ 31.08 9.45 ---------------------------------------------------------------- SUTX2014-048 07/21/2014 Rates Fringes BRICKLAYER .......................$ 20.66 0.00 CARPENTER, Excludes Drywall Hanging, Form Work, and Metal Stud Installation ................$ 15.47 1.82 CEMENT MASON/CONCRETE FINISHER ... $ 13.44 0.00 DRYWALL FINISHER/TAPER ........... $ 16.24 3.94 DRYWALL HANGER AND METAL STUD INSTALLER ........................$ 16.20 3.40 ELECTRICIAN (Alarm installation Only) ...............$ 18.00 0.38 ELECTRICIAN (Low Voltage Wiring Only) .....................$ 14.88 2.15 ELECTRICIAN (Sound and Communication Systems Only) ...... $ 17.79 2.41 ELECTRICIAN, Excludes Low Voltage Wiring and Installation of Alarms/Sound Page 3 1p - TX270 DOL Wage Rates - TX190270 for Tarrant County Building Construction Projects and Communication Systems ........ $ 20.59 3.98 FORM WORKER ......................$ 12.35 0.00 GLAZIER ..........................$ 16.61 2.96 HVAC MECHANIC (HVAC Unit Installation Only) ...............$ 22.39 7.10 INSTALLER - SIDING (METAL/ALUMINUM/VINYL)...........$ 15.77 0.00 IRONWORKER, REINFORCING .......... $ 12.19 0.00 LABORER: Common or General ...... $ 11.30 0.00 LABORER: Mason Tender - Brick...$ 10.50 0.00 LABORER: Mason Tender - Cement/Concrete..................$ 10.81 0.00 LABORER: Pipelayer..............$ 13.00 0.35 LABORER: Roof Tearoff...........$ 11.28 0.00 LABORER: Landscape and Irrigation .......................$ 10.00 0.00 OPERATOR: Backhoe/Excavator/Trackhoe....... $ 13.09 0.00 OPERATOR: Bobcat/Skid Steer/Skid Loader ................$ 13.93 0.00 OPERATOR: Bulldozer .............$ 18.29 1.31 OPERATOR: Drill .................$ 17.60 0.50 OPERATOR: Forklift ..............$ 14.20 0.00 OPERATOR: Grader/Blade .......... $ 12.95 0.00 OPERATOR: Loader ................$ 12.89 1.19 OPERATOR: Mechanic ..............$ 17.52 3.33 OPERATOR: Paver (Asphalt, Aggregate, and Concrete) ......... $ 18.44 0.00 Page 4 1p - TX270 DOL Wage Rates - TX190270 for Tarrant County Building Construction Projects OPERATOR: Roller ................$ 15.04 0.00 PIPEFITTER (HVAC Pipe Installation Only) ...............$ 21.28 4.45 PLASTERER ........................$ 15.30 0.00 PLUMBER, Excludes HVAC Pipe Installation .....................$ 22.10 4.17 ROOFER ...........................$ 15.70 0.58 SHEET METAL WORKER (HVAC Duct Installation Only) ...............$ 21.54 5.59 SHEET METAL WORKER, Excludes HVAC Duct Installation ........... $ 18.63 0.65 SPRINKLER FITTER (Fire Sprinklers) ......................$ 19.27 3.69 TILE FINISHER ....................$ 11.22 0.00 TILE SETTER ......................$ 12.00 0.00 TRUCK DRIVER: Dump Truck ........ $ 12.39 1.18 TRUCK DRIVER: Flatbed Truck,....$ 19.65 8.57 TRUCK DRIVER: Semi -Trailer Truck ............................$ 12.50 0.00 TRUCK DRIVER: Water Truck ....... $ 12.00 4.11 ---------------------------------------------------------------- WELDERS - Receive rate prescribed for craft performing operation to which welding is incidental. Note: Executive Order (EO) 13706, Establishing Paid Sick Leave for Federal Contractors applies to all contracts subject to the Davis -Bacon Act for which the contract is awarded (and any solicitation was issued) on or after January 1, 2017. If this contract is covered by the EO, the contractor must provide employees with 1 hour of paid sick leave for every 30 hours they work, up to 56 hours of paid sick leave each year. Page 5 1p - TX270 n0L Wage Rates - TX190270 for Tarrant County Building Construction Projects Employees must be permitted to use paid sick leave for their own illness, injury or other health -related needs, including preventive care; to assist a family member (or person who is like family to the employee) who is ill, injured, or has other health -related needs, including preventive care; or for reasons resulting from, or to assist a family member (or person who is like family to the employee) who is a victim of, domestic violence, sexual assault, or stalking. Additional information on contractor requirements and worker protections under the Eo is available at www.dol.gov/whd/govcontracts. Unlisted classifications needed for work not included within the scope of the classifications listed may be added after award only as provided in the labor standards contract clauses (29CFR 5.5 (a) (1) (ii)). The body of each wage determination lists the classification and wage rates that have been found to be prevailing for the cited type(s) of construction in the area covered by the wage determination. The classifications are listed in alphabetical order of "identifiers" that indicate whether the particular rate is a union rate (current union negotiated rate for local), a survey rate (weighted average rate) or a union average rate (weighted union average rate). Union Rate Identifiers A four letter classification abbreviation identifier enclosed in dotted lines beginning with characters other than "SU" or "UAVG" denotes that the union classification and rate were prevailing for that classification in the survey. Example: PLUM0198-005 07/01/2014. PLUM is an abbreviation identifier of the union which prevailed in the survey for this classification, which in this example would be Plumbers. 0198 indicates the local union number or district council number where applicable, i.e., Plumbers Local 0198. The next number, 005 in the example, is an internal number used in processing the wage determination. 07/01/2014 is the effective date of the most current negotiated rate, which in this example is July 1, 2014. Union prevailing wage rates are updated to reflect all rate changes in the collective bargaining agreement (CBA) governing this classification and rate. Page 6 1p - TX270 DOL Wage Rates - TX190270 for Tarrant County Building Construction Projects Survey Rate Identifiers Classifications listed under the "5U" identifier indicate that no one rate prevailed for this classification in the survey and the published rate is derived by computing a weighted average rate based on all the rates reported in the survey for that classification. As this weighted average rate includes all rates reported in the survey, it may include both union and non -union rates..Example: SULA2012--007 5/13/2014. SU indicates the rates are survey rates based on a weighted average calculation of rates and are not majority rates. LA indicates the State of Louisiana. 2012 is the year of survey on which these classifications and rates are based. The next number, 007 in the example, is an internal number -used in producing the wage determination. 5/13/2014 indicates the survey completion date for the classifications and rates under that identifier. Survey wage rates are not updated and remain in effect until a new survey is conducted. Union Average Rate Identifiers Classification(s) listed under the UAVG identifier indicate that no single majority rate prevailed for those classifications; however, 100% of the data reported for the classifications was union data. EXAMPLE: UAVG--OH-0010 08/29/2014. UAVG indicates that the rate is a weighted union average rate. OH indicates the state. The next number, 0010 in the example, is an internal number used in producing the wage determination. 08/29/2014 indicates the survey completion date for the classifications and rates under that identifier. A UAVG rate will be updated once a year, usually in January of each year, to reflect a weighted average of the current negotiated/CBA rate of the union locals from which the rate is based. WAGE DETERMINATION APPEALS PROCESS 1.) Has there been an initial decision in the matter? This can be: * an existing published wage determination Page 7 1p - TX270 DOL Wage Rates - TX190270 for Tarrant County Building Construction Projects * a survey underlying a wage determination * a Wage and Hour Division letter setting forth a position on a wage determination matter * a conformance (additional classification and rate) ruling On survey related matters, initial contact, including requests for summaries of surveys, should be with the Wage and Hour Regional Office for the area in which the survey was conducted because those Regional Offices have responsibility for the Davis -Bacon survey program. Ifthe response from this initial contact is not satisfactory, then the process described in 2.) and 3.) should be followed. With regard to any other matter not yet ripe for the formal process described here, initial contact should be with the Branch of Construction Wage Determinations. Write to: Branch of Construction Wage Determinations Wage and Hour Division U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 2.) If the answer to the question in 1.) is yes, then an interested party (those affected by the action) can request review and reconsideration from the Wage and Hour Administrator (See 29 CFR Part 1.8 and 29 CPR Part 7). Write to: Wage and Hour Administrator U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 The request should be accompanied by a full statement of the interested party's position and by any information (wage payment data, project description, area practice material, etc.) that the requestor considers relevant to the issue. 3.) If the decision of the Administrator is not favorable, an interested party may appeal directly to the Administrative Review Board (formerly the Wage Appeals Board). Write -to: Administrative Review Board U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 4.) All decisions by the Administrative Review Board are final. Page 8 1p - TX270 DOL Wage Rates - TX190270 for Tarrant County Building Construction Projects END OF GENERAL DECISION Page 9 ATTACHMENT B CITY OF FORT WORTH say/MBF PARTICIPATION PROGRAM © City of Fort Worth SBE & MBE Participation Requirements m City of Fort !.!north Minority Business Enterprise (MBE) Specifications and Certification for Construction City of Fort Worth Small Business Enterprise (SBIE) Requirements and Certification for Design a City of Fort Worth Small Business Enterprise SRE Subcontractors/Suppliers Utilization Form (From SYNAGR® of Texas - CDR, Inc for Design) ® f+ BE/SRE Letter of Intent from Synagro of Texas -CDR (dated 21-Nov-19) ® City of Fort Worth Minority Business Enterprise MBE Subcontractors/Suppliers Utilization Form (for Construction) To be attached at issuance of first construction work package CITY OF FORT WORTH SBE & MBE PARTICIPATION REQUIREMENTS In accord with the City of Fort Worth Business Diversity Ordinance No. 20020-12-2011, as amended, the City has established goals for the participation of minority business enterprises (construction portion) and small business enterprises (design portion) for this project. The Company acknowledges the MBE and SBE goals established for this contract and its accepted written commitment to MBE and SBE participation. Any misrepresentation of facts (other than a negligent misrepresentation) and/or the commission of fraud by the Engineer may result in the termination of this Agreement and debarment from participating in City contracts for a period of time of not less than three (3) years. In accordance with Section 10.6 (MBE/SBE GOALS) pf the Service Contract, the Company must comply with its SBE/MBE Plan submitted in its RFP and commits to meet an SBE participation goal of 15% for the Design Phase Services for this Project. Company must meet the MBE goal of 10% during construction phase services to meet a minimum qualification for self -performing any or all of the construction phase services The following documents are added as part of this contract: 1. City Of Fort Worth Minority Business Enterprise (MBE) Specifications and Certification for Construction 2. City of Fort Worth Small Business Enterprise (SBE) Requirements & Certification for Design 3. City of Fort Worth Small Business Enterprise SSE Subcontractors/Suppliers Utilization Form (From SYNAGRO of Texas -CDR, Inc for Design) 4. MBE/SBE Letter of Intent from Synagro of Texas -CDR (dated 21-Nov-19) The City of Fort Worth Minority Business Enterprise MBE Subcontractors/Suppliers Utilization Form (for Construction) will be initially provided, and attached to this contract before the issuance of the contract's first work package, and updated with the issuance each additional work package. City of Fort Worth VCWRF Biosolids Management Proiect CITY OF FORT WORTH Minority Business Enterprise (MBE) Specifications and Certification for Construction APPLICATION OF POLICY If the total dollar value of the contract is greater than $50,000, then a MBE subcontracting goal is applicable. POLICY STATEMENT It is the policy of the City of Fort Worth to ensure the full and equitable participation by Minority Business Enterprises (MBE) in the procurement of all goods and services. All requirements and regulations stated in the City's current Business Diversity Enterprise Ordinance apply to this proposal. The agreement shall incorporate this ordinance by reference, and shall provide that the contractor's violation of this ordinance shall constitute a breach of such contract and may result in debarment in accord with the procedures outlined in this ordinance. MBE PROJECT GOAL The City's MBE goal on the construction phase of this project is 10% of the total bid value of the construction portion of the service contract COMPLIANCE TO BID SPECIFICATIONS On City contracts $50,000 or more where a MBE subcontracting goal is applied, Proponents are required to comply with the intent of the City's Business Diversity Enterprise Ordinance by one of the following: 1. Meet or exceed the above stated MBE goal through MBE subcontracting participation, or 2. Meet or exceed the above stated MBE goal through MBE Joint Venture participation. SUBMITTAL OF REQUIRED DOCUMENTATION REQUEST FOR PROPOSALS (RFP). Each Proponent shall provide submit with its RFP, the CERTIFICATION OF MBE PARTICIPATION, in which the Proponent will certify that amount of MBE participation (as a percentage of the total construction cost) that it will meet which shall not be less than the MBE Project Goal listed above. CONSTRUCTION NOTICE TO PROCEED (WORK PACKAGES) Before initial Notice to Proceed for Contraction Work or Work Packages is issued, the Contractor will provide a plan of how the certified MBE project Goal will be met. Before each Notice to Proceed for Contraction Work Package is issued, a SUBCONTRACTOR UTILIZATION FORM (City Form) will be submitted for that work package. In addition, the CONSTRUCTION PHASE SUBCONTRACTOR UTILIZATION FORM for the entire construction phase (a consolidation of all work package SUBCONTRACTOR UTILIZATION FORMS) will be revised and submitted. MWBE reports will be based on the current CONSTRUCTION PHASE SUBCONTRACTOR UTILIZATION FORM. REPORTING During the construction phase, the MWBE Monthly Report (City Form) must be prepared as part of the monthly partial estimate. The MWBE Monthly Report with its required documentation attached will be submitted to the Office of Business Diversity (M/WBE Office). Verification that the MWBE Monthly Report has been submitted will be included with each partial payment request. At the completion of the construction phase, the MWBE Final Summary Report (City Fonn) shall be submitted. City of Fort Worth VCWRF Biosolids Management Project FAILURE TO COMPLY WITH THE CITY'S BUSINESS DIVERSITY ENTERPRISE ORDINANCE WILL RESULT IN THE BID BEING CONSIDERED NON -RESPONSIVE TO SPECIFICATIONS. FAILURE TO SUBMIT THE REQUIRED MBE DOCUMENTATION WILL RESULT IN THE BID BEING CONSIDERED NON -RESPONSIVE. A SECOND FAILURE WILL RESULT IN THE OFFEROR BEING DISQUALIFIED FOR A PERIOD OF ONE YEAR. THREE FAILURES IN A FIVE YEAR PERIOD WILL RESULT IN A DISQUALIFICATION PERIOD OF THREE YEARS. Any Questions, Please Contact The N11WBE Office at (817) 392-2674. END OF SECTION City of Fort Worth Volume 1 RFP Schedule 6A VCWRF_Biosolids_Management Protect CITY OF FORT WORTH Small Business Enterprise (SBE) Requirements & Certification for Design APPLICATION OF POLICY If the total dollar value of the contract is greater than $50,000, then a SBE subcontracting goal is applicable. POLICY STATEMENT It is the policy of the City of Fort Worth to ensure the full and equitable participation by Small Business Enterprises (SBE) in the procurement of all goods and services. All requirements and regulations stated in the City's current Business Diversity Enterprise Ordinance apply to this bid. The agreement shall incorporate this ordinance by reference, and shall provide that the contractor's violation of this ordinance shall constitute a breach of such contract and may result in debarment in accord with the procedures outlined in this ordinance. SBE PROJECT GOAL The City's SBE goal on design phase of this project is 15% of the total bid value of the design portion of the service contract COMPLIANCE TO BID SPECIFICATIONS On City contracts $50,000 or more where a SBE subcontracting goal is applied, Proponents are required to comply with the intent of the City's Business Diversity Enterprise Ordinance by one of the following: 1. Meet or exceed the above stated SBE goal through SBE subcontracting participation, or 2. Meet or exceed the above stated SBE goal through SBE Joint Venture participation. SUBMITTAL OF REQUIRED DOCUMENTATION REQUEST FOR PROPOSALS (RFP). Each Proponent shall provide submit with its RFP, the CERTIFICATION OF SBE PARTICIPATION, in which the Proponent will certify that amount of SBE participation (as a percentage of the total design cost) that it will meet, which shall not be less than the SBE Project Goal listed above. Certification shall list all certified SBEs that the Proponent is planning to use, the work each SBE will be doing as part of this service contract, to meet or exceed to Project SBE Goal. AWARD OF CONTRACT Prior to award of service contract by the City, the Preferred Proponent will provide a written plan of how the certified MBE project Goal will be met, it include the list of all SBEs used in the Design Phase, what work the SBEs will be doing, amount of SBE contact, and total cost of Design Phase work. In addition, if SBE is a 2°d Tier or higher, shown chain of contracts from Preferred Proponent to lists SBE. REPORTING During the construction phase, the MWBE Monthly Report (City Form) must be prepared as part of the monthly partial estimate. The MWBE Monthly Report with its required documentation attached will be submitted to the Office of Business Diversity (MWWBE Office). Verification that the MWBE Monthly Report has been submitted will be included with each partial payment request. At the completion of the construction phase, the MWBE Final Summary Report (City Form) shall be submitted. FAILURE TO COMPLY WITH THE CITY'S BUSINESS DIVERSITY ENTERPRISE ORDINANCE WILL RESULT IN THE BID BEING CONSIDERED NON -RESPONSIVE TO SPECIFICATIONS. City of Fort Worth Volume 1 RFP Schedule 6A VCWRF Biosolids Management Project FAILURE TO SUBMIT THE REQUIRED MBE DOCUMENTATION WILL RESULT IN THE BID BEING CONSIDERED NONRESPONSIVE. A SECOND FAILURE WILL RESULT IN THE OFFEROR BEING DISQUALIFIED FOR A PERIOD OF ONE YEAR. THREE FAILURES IN A FIVE YEAR PERIOD WILL RESULT IN A DISQUALIFICATION PERIOD OF THREE YEARS. Any Questions, Please Contact The M/WBE Office at (817) 392-2674. END OF SECTION ATTACHMENT 1A Page 1 of 4 FORT WORTH City of Fort Worth Small Business Enterprise SSE Subcontractors/Suppliers Utilization Form OFFEROR COMPANY NAME: Check applicable block to describe Synagro of Texas -CDR, Inc, offeror IDBE PROJECT NAME: SIDBE NON-S Biosolids Management and Beneficial Reuse N/A BID DATE Clty's SBE Project Goal: Offeror's WE Project Commitment: PROJECT NUMBER 15 ova 15 % 101961 Identify all subcontrractovslsuppliers you will uso on this project Failure to complete this form, in its entirety with requested documentation, and received by the Purchasing Division no later than 2:00 p.m. on the second City business day after bid opening, exclusive of bid opening .date, will result in the bid being considered non -responsive to bid specifications. The undersigned Offeror agrees to enter into a formal agreement with the SBE firm(s) listed in this utilization schedule, conditioned upon execution of a contract with the City of Fort Worth. The intentional and/or knowing misrepresentation of facts is grounds for consideration of disqualification and will result in the bid being considered non -responsive to bid specifications. SBEs listed toward meeting the project goal must be located In the six (6) county marketplace at the time of bid or the business has a Significant Business presence in the Marketplace. Marketplace is the geographic area of Tarrant. Dallas, Menton, Johnson. Parker, and Wise counties. Prime contractors must identify by tier level of all subcontractors/suppliers. Tier: means the level of subcontracting below the prime contractor/consultant i.e. a direct payment from the prime contractor to a subcontractor is considered 1 Bt tier, a payment by a subcontractor to its supplier is considered 2"d tier. The prime contractor is responsible to provide proof of payment of all tiered subcontractors identified as a MBE and counting those dollars towards meeting the contract committed goal, ALL SBEs MUST BE CERTIFIED PRIOR TO CONTRACT AWARD. Small Business Enterprise (SBE) Is defined as a business concern located in the marketplace that meets the Unites States Small Business Administration definition of a small business as outlined in the code of Federal Regulation 13 CFR 121. Firms certified as a Disadvantaged Business Enterprise (DBE) also meet small business enterprise requirements. Additionally, the City will accept firms certified as SBEs by Federal agencies or other certifying agencies that the City may deem appropriate and accepted by the City of Fort Worth. The City, at its discretion may elect to not accept a 513E certification and/or its assertion that it meets all certification requirements; If It Is determined to be in the best interest of the City. Further, the City reserves the right to request SBEs, seeking to do business with the City, allow an audit and/or examination of any books, records and files held by the SBE that will substantiate its SBE certification. Any intentional and/or knowing misrepresentation of facts will be grounds for terminating any active contracts and/or debarment from City work for a period of not less than three (3) years and for initiating action under Federal, State or Local laws concerning false statements. If hauling services are utilized, the Offeror will be given credit as long as the SBE listed owns and operates at least one fully licensed and operational truck to be used on the contract. The SBE may lease trucks from another SBE firm, including SBE owner -operated, and receive full SBE credit. The SBE may lease trucks from non-SBEs, including owner -operated, but will only receive credit for the fees and commissions earned by the SBE as outlined in the lease agreement. Rev. 2110116 FORTWORTH ATTACHMENT 1A Page 2 of 4 Offerors are required to identify ALL subcontractors/suppliers, regardless of status; i.e.. SBEs and non-SBEs. SBE firms are to be listed first, use additional sheets if necessary. Please note that only certified SBEs will be counted to meet an SBE goal. SUBCONTRACTOWSUPPLIF NCTRCA OTHER N R Company Name Address T I Detail Subcontracting Detail Supplies Dollar Amount Mustbe Attach SBE Telephone/Fax E aert Pied Certification g Work Purchased Email B E Contact Parson Freese and Nichols, inc.4055 1 design and $2 915,345 International Plaza, Suite permitting 200, Fort Worth, TX 76109 817,735.7305 (p) ❑ ❑ 817.735.7492 (f) Chad Simmons chad.simmons@freese.com JQ Infrastructure, t.l._C 2 survey and $448,100 100 Glass Street, Suite 201, structural design Dallas, TX 75207 972.392.7340 (p) ❑ ❑ 214.752.8771 (f) Mural! Kariyarveedu mkarlyarveedu@geng.com DFW Consulting Group, 2 mechanical, Inc, plumbing, and, $127,000 1616 Corporate Ct., Suite 100, Irving, TX 75038 ❑ fire system design 972.827.2613 (p) Curtis Spraggins cspraggins@dgwcgi.com Texplor of Dallas, Inc. 2 geotechnical $16,100 P.O. Box 793928 borings Dallas, TX 75379 ❑ 214.274.4320 (p) 972.931.0154 (f) Dianna J. Thomason dianna@texplordrilling.com Gorrondona & Associates, Inc. 2 geotechnical lab $8,800 7524 Jack Newell Blvd. S. Fort Worth, TX 76118 817-496-1424 (p) ❑ ❑ 817-496-1768 (f) W. Truett Wilson twllson@ga-lnc.net Tascosa Alliance Company 2 air permitting $35,000 4915 Cross Creek Court, Arlington, TX 76017 ❑ ❑ 817.726.6949 (p) Brian Gunzelman bgunzelman@tas-all.com Rev. 2110115 FORRTH ATTACHMENT IA Page 3 or 4 Offerors are required to identify ALL subcontraetorslsuppliers, regardless of status; i.e„ SBEs and non-SBEs. SBE firms are to be listed first, use additional sheets if necessary. Please note that only certified SBEs will be counted to meet an SBE goal SLIBCONTRACTOFUSUPPLIER Company Name Address Telephone/Fax Email Contact Person T i a r NCTRCA Must he DBE certified OTHER Attach SBE Certification a n 8 B E f -- Detail Subcontracting Work speciaty, proprietary equipment design g Detail Supplies Purchased Dollar Amount $1,084,655 Andritz Separation Technologies, Inc. 1010 Commercial Blvd. S. Ariington,TX 76001 817-419-1761 (p) 817468-3961 (f) Steve Huff stove. h uff@andritz.com El 1-1 ❑ n Rev. 211 0115 F011TWORTH ATTACHMENT 1A Page 4 of 4 Total Dollar Amount of SBE Subcontractors/Suppliers $ 600,000 Total Dollar Amount of Non-SBE Subcontractors/Suppliers $ TOTAL DOLLAR AMOUNT OF ALL, SUB CONTRACTORSISUPPLIERS $ 4,000,000 The Offeror will not make additions, deletions, or substitutions to this certified list without the prior approval of the Minority and Women Business Enterprise Office through the submittal of a Request for Approval o Change/Addition form. Any unjustified change or deletion shall be a material breach of contract and may result in debarment in accord with the procedures outlined in the ordinance. The Offeror shall submit a detailed explanation of how the requested change/addition or deletion will affect the committed SBE goal. If the detail explanation is not submitted, it will affect the final compliance determination. By affixing a signature to this form, the Offeror further agrees to provide, directly to the City upon request, complete and accurate information regarding actual work performed by all subcontractors, including SBE(s) and any special arrangements with SBEs. The Offeror also agrees to allow an audit and/or examination of any books, records and files held by their company. The Offeror agrees to allow the transmission of interviews with owners, principals, officers, employees and applicable subcontractors/suppliers participating on the contract that will substantiate the actual work performed by the SBE(s) on this contract, by an authorized officer or employee of the City. Any intentional and/or knowing misrepresentation of facts will be grounds for terminating the contract or debarment from City work for a period of not less than three (3) years and for initiating action under Federal, State or Local laws concerning false statements. Any failure to comply with this ordinance creates a material breach of contract may result in a determination of an irresponsible Offeror and barred from participating in City work for a period of time not less than one (1) year. (2.1. 11"I" h,141 J A tlf ,115 - Synagro of Texas -CDR, Inc. Company Name 435 Williams Court, Suite 100 Address Baltimore, MD 21220 City/state/zip Printed Signature Contact flame/Title (if different) Telephone and/or Fax E-mail Address Date Rev. 2/1Oil 5 435 Williams Court, Suite : 00 Baltimore, MD 21220 synagro. com NOVEMBER 21, 2019 Mr. David Townsend Facilities Engineering Manager Fort Worth Water Department 200 Texas Street Fort Worth, TX 76102 Via Email to: David.Townsend@fortworthtexas.gov N AG RNLY Re: Biosolids Management and Beneficial Reuse from the Village Creek WRF Mr. Townsend: Synagro of Texas -CDR, Inc. hereby provides the following certifications relative to the MBE/SBE goals on the above referenced project: Small Business Enterprise (SBE) Certification for Design Synagro of Texas -CDR, Inc. certifies that a minimum of 15% SBE participation will be met for Design of this Project. This participation goal represents $600,000 in SBE work as part of our overall $4,000,000 Design Fee and will be met through the following subcontractors to Freese and Nichols, Inc.: • )Q Infrastructure, LLC • DFW Consulting Group, Inc. • Texplor of Dallas, Inc. • Arias Geoprofessionals Freese and Nichols, Inc. will provide the City with executed Letters of intent confirming the participation of these subcontractors. Minority Business Enterprise (MBE) Certification for Construction Synagro of Texas -CDR, Inc. certifies that a minimum of 10% MBE participation will be met for Construction of this Project. This participation goal represents $5,400,156 in MBE work as part of our overall $54,001,558 Construction Cost and will be met through the possible following trade vendors or subcontractors to Archer Western Construction, LLC. and Andritz Separation, Inc.. • Piping City of Fort Worth — lBE/SBE Compliance Letter Page 2 • Masonry • Earthwork • Aggregates • Coatings • H VAC • Finish Carpentry • Miscellaneous Metals • Roofing • Rebar Material • Rebar Installation • Structural Steel • Trucking • Concrete / Ready -Mix • Doors and Frames • Glazing • Metal Building • Valves • Electrical Materials • Hardware • Insulation Should you have any questions regarding this correspondence, please contact me at your convenience. I can be reached at 410-271-1020 or via email at abosinger0synagro.com. Sincerely, kvv,drew E. 7,0s�nqev Andrew Bosinger Vice President, Strategic Accounts YOUR PARTNER FOR A CLEANER, GREENER WORLD ATTA C H flit E N i C PROPONENT TEAM MEMBER DECLARATIONS City of Fort Worth Volume I RFP Schedule 4 - Proponent Team Member Declaration VCWRF Biosolids Management Proiect ` SCHEDULE 4 PROPONENT TEAM MEMBER DECLARATION jhiote to Proponents: The Proponent must submit a Proponent Team Member Declaration for each Proponent Team Member.] TO: Purchasing Manager City of Fort Worth Purchasing Division 200 Texas Street Fort Worth, Texas 76102 Office Hours: 8:30 a.m. - 4:30 p.m. (local Fort Worth time) ATTENTION: David R. Townsend, RE, Facilities Engineering Manager NAME OF Design, Build, Operate and Maintain Village Creek Water PROJECT: Reclamation Facility Biosolids Management and Beneficial Reuse NAME OF Synagro of Texas -CDR, Inc. PROPONENT: 1.0 Definitions (a) Unless otherwise defined in this Proponent Team Member Declaration, capitalized terms and expressions used in this Proponent Team Member Declaration have the meanings given to them in the RFP Documents. 2.0 Representations and Warranties (a) The Proponent Team Member represents and warrants as follows: (i) We have not engaged in any form of political or other lobbying, of any kind whatsoever, to influence the outcome of this RFP Process in contravention of RFP Section 3.3.2. (ii) We have compiled fully with RFP Section 3.3.4. We confirm that: (A) we have not discussed or communicated, directly or indirectly, with any other Proponent, any information whatsoever regarding the preparation of the Proposal or the Proposal of the other Proponents in a way that would contravene Applicable Law; and (B) we have assisted with the preparation and submission of the Proposal ( independently and without connection, knowledge, comparison of information or arrangement, direct or indirect, with any other Proponent. City of Fort Worth Volume 9 RFP Schedule 4 -- Proponent Team Member Declaration VCWRF Biosolids Management Proiect C (b) Except for those actions, suits or proceedings set out in Section 2.0(c) of this Proponent Team Member Declaration, there are no actions, suits or proceedings pending that could have a material adverse effect on our ability to carry out the Project or, to the best of our knowledge after reasonable inquiry, threatened against us and we are not aware of any ground on which such an action, suit or proceeding might be commenced. (c) All actions, suits and proceedings referenced in Section 2.0(b) of this Proponent Team Member Declaration are as follows: INote to Proponents: Add additional lines if necessary.] I., None E 3 (d) We have complied fully with RFP Sections 3.3.3, 3.7.2, 3.7.3(2) and the provisions of any confidentiality agreement entered into in connection with the RFP Process. (e) Except as listed in Section 4.0 of this Proponent Team Member Declaration, we: (i) have not received Confidential Information of the City that is relevant to the Project and that was not received through this RFP Process from the City; and (ii) do not have a Conflict of Interest in respect of this Project. (f) We have conducted ourselves with integrity and propriety and have not engaged in any inappropriate bidding practices or unethical behaviour in the course of this RFP Process, and there are no charges or investigations by a public body or convictions related to inappropriate bidding practices or unethical behaviour by us in relation to a public sector tender or procurement in any Canadian jurisdiction that: (i) are related to the Project; (ii) may compromise the reputation or integrity of the City so as to affect public confidence in the Project; or (iii) would contravene any applicable law or could have a material adverse effect on the Proponent or any Proponent Team Member in a way which could impair the Proponent or any Proponent Team Member's ability to perform its obligations under the Project Agreement. 3.0 RFP Terms and Conditions Binding (a) We agree to be bound by and to comply with the terms and conditions of the RFP Documents. (b) We confirm that we have examined the RFP Documents in detail and confirm that we have received all pages of all documents constituting the RFP Documents. N City of Fort Worth Volume I RFP Schedule 4 — Proponent Team Member Declaration VCWRF Biosolids Management Proiect 4.0 Conflicts of Interest (a) We confirm that, to the best of our knowledge, the following list represents a complete list of perceived, actual and potential Conflicts of Interest: i Name of Party I Details of Conflict of Interest I None Synagro of Texas -CDR, Inc. Per: w Name: Matthew Robertson Title: Chief Commercial Officer Per: Name: Title: I/We have authority to mind the Proponent Team Member. 3 City of Fort Worth Volume 1 RFP Schedule 4 — Proponent yearn Member Declaration VCWRF Riosolids Management Project SCHFDULE4 PROIONENT TEAM MEMBER DECLARATION TO. Purchasing Manager City of Fort Worth Purchasing Division 200 Texas Street Fort Worth, Texas 76102 Office Hours: 8:30 a.m. - 4:30 p.m. ATTENTION: NAME Old' PROJECT: NAME OF PROPONENT: 1.0 Definitions (local Fort Worth time) David R. Townsend, P.E, Facilities Engineering Manager Design, Build, Operate and Maintain Village Creek Water Reclamation Facility Biosolids Management and Beneficial Reuse Freese and Nichols, Inc. (a) Unless otherwise defined in this Proponent Team Member Declaration, capitalized terms and expressions used in this Proponent Team Member Declaration have the meanings given to them in the RFP Documents. 2.0 Representations and Warranties (a) The Proponent Team Member represents and warrants as follows: (i) We have not engaged in any form of political or other lobbying, of any kind whatsoever, to influence the outcome of this RFP Process in contravention of RFP Section 3.3.2. (ii) We have complied fully with RFP Section 3.3.4. We confirm that: (A) we have not discussed or communicated, directly or_indirectly, with any other Proponent, any information whatsoever regarding the preparation of the Proposal or the Proposal of the other Proponents in a way that would contravene Applicable Law; and (B) we have assisted with the preparation and submission of the Proposal independently and without connection, knowledge, comparison of information or arrangement, direct or indirect, with any other Proponent. City of Fort Worth Volume 1 RFP Schedule 4 — Proponent Team Member Declaration VCWRI° Biosollds Management Proiect (b) Except for those actions, suits or proceedings set out in Section 2.0(c) of this Proponent t Team Member Declaration, there are no actions, suits or proceedings pending that could have a material adverse effect on our ability to carry out the Project or, to the best of our knowledge after reasonable inquiry, threatened against us and we are not aware of any ground on which such an action, suit or proceeding might be commenced. (c) All actions, suits and proceedings referenced in Section 2.0(b) of this Proponent Team Member Declaration are as follows: [Note to Proponents: Add additional lines if necessary.] 1, 2. 3. (d) We have complied fully with RFP Sections 3.3.3, 17.2, 3.7.3(2) and the provisions of any confidentiality agreement entered into in connection with the RFP Process. (e) Except as listed in Section 4.0 of this Proponent Team Member Declaration, we: (i) have not received Confidential Information of the City that is relevant to the Project and that was not received through this RFP Process from the City; and (ii) do not have a Conflict of Interest in respect of this Project. (f) We have conducted ourselves with integrity and propriety and have not engaged in any inappropriate bidding practices or unethical behaviour in the course of this RFP Process, and there are no charges or investigations by a public body or convictions related to inappropriate bidding practices or unethical behaviour by us in relation to a public sector tender or procurement in any Canadian jurisdiction that: (i) are related to the Project; may compromise the reputation or integrity of the City so as to affect public confidence in the Project; or (iii) would contravene any applicable law or could have a material adverse effect on the Proponent or any Proponent Team Member in a way which could impair the Proponent or any Proponent Team Member's ability to perform its obligations under the Project Agreement. 3.0 RFP Terms and Conditions Binding (a) We agree to be bound by and to comply with the terms and conditions of the RFP Documents. (b) We confirm that we have examined the RFP Documents in detail and confirm that we have received all pages of all documents constituting the RFP Documents. 1 City of Fort Worth Volume 1 RFP Schedule 4 -- Proponent Team Member Declaration VCWRF Biosolids Management Pro "ect 4.0 Conflicts of Interest (a) We confirm that, to the best of our knowledge, the following list represents a complete list of perceived, actual and potential Conflicts of Interest: Name of Party I Details of Conflict of Interest Freese aTobert Inc. Per: ence, P.E., BCEE Chairman of the Board I have authority to bind the Proponent Team Member. 3 City of Fort Worth Volume 1 RFP Schedule 4 — Proponent Team Member Declaration VCWRF Blosolids Management Project SCHEDULE 4 PROPONENT TEAM MEMBER DECLARATION [Nate to Proponents: The Proponent must submit a Proponent Team Member Declaration for each Proponent Team Member.] TO: Purchasing Manager City of Fort Worth Purchasing Division 200 Texas Street Fort Worth, Texas 76102 Office Hours: 8:30 a.m. — 4:30 p.m. (local Fort Worth time) ATTENTION: David R. Townsend, P.E, Facilities Engineering Manager NAME OF Design, Build, Operate and Maintain Village Creek Water Reclamation PROJECT: Facility Biosolids Management and Beneficial Reuse NAME OF Synagro of Texas-CRD, Inc. PROPONENT: NAME OF PROPONENT TEAM MEMBER: Archer Western Construction, LLC 1.0 Definitions (a) Unless otherwise defined in this Proponent Team Member Declaration, capitalized terms and expressions used in this Proponent Team Member Declaration have the meanings given to them in the RFP Documents. 2.0 Representations and Warranties (a) The Proponent Team Member represents and warrants as follows: (i) We have not engaged in any form of political or other lobbying, of any kind whatsoever, to influence the outcome of this RFP Process in contravention of RFP Section 3.3.2. (ii) We have complied fully with RFP Section 3.3.4. We confirm that: (A) we have not' discussed or communicated, directly or indirectly, with any other Proponent, any information whatsoever regarding the preparation of the Proposal or the Proposal of the other Proponents in a way that would contravene Applicable Law; and (B) we have assisted with the preparation and submission of the Proposal independently and without connection, knowledge, comparison of information or arrangement, direct or indirect, with any other Proponent. City of Fort Worth Volume 1 RFP Schedule 4 — Proponent Team Member Declaration VCWRF Biosolids Management Project (b) Except for those actions, suits or proceedings set out in Section 2.0(c) of this Proponent Team Member Declaration, there are no actions, suits or proceedings pending that could have a material adverse effect on our ability to carry out the Project or, to the best of our Knowledge after reasonable inquiry, threatened against us and we are not aware of any ground on which such an action, suit or proceeding might be commenced. (c) All actions, suits and proceedings referenced in Section 2.0(b) of this Proponent Team Member Declaration are as follows: jNote to Proponents: Add additional lines if necessary.] 2. 3. (d) We have complied fully with RFP Sections 3.3.3, 3.7.2, 3.7.3(2) and the provisions of any confidentiality agreement entered into in connection with the RFP Process. (e) Except as listed in Section 4.0 of this Proponent Team Member Declaration, we: (i) have not received Confidential Information of the City that is relevant to the Project and that was not received through this RFP Process from the City; and (ii) do not have a Conflict of Interest in respect of this Project. (f) We have conducted ourselves with integrity and propriety and have not engaged in any inappropriate bidding practices or unethical behaviour in the course of this RFP Process, and there are no charges or investigations by a public body or convictions related to inappropriate bidding practices or unethical behaviour by us in relation to a public sector tender or procurement in any Canadian jurisdiction that: (i) are related to the Project; (ii) may compromise the reputation or integrity of the City so as to affect public confidence in the Project; or (iii) would contravene any applicable law or could have a material adverse effect on the Proponent or any Proponent Team Member in a way which could impair the Proponent or any Proponent Team Member's ability to perform its obligations under the Project Agreement. 3.0 RFP Terms and Conditions Binding (a) We agree to be bound by and to comply with the terms and conditions of the RFP Documents. (b) We confirm that we have examined the RFP Documents in detail and confirm that we have received all pages of all documents constituting the RFP Documents. City of Fort Worth Volume 1 RFP Schedule 4 — Proponent Team Member Declaration VCWRF Biosolids Management Proiect C 4.0 Conflicts of Interest (a) We confirm that, to the best of our knowledge, the following list represents a complete list of perceived, actual and potential Conflicts of Interest: I Name of Party I Details of Conflict of Interest ARCHER WESTERN ONSTRUCTION, LLC Per: Name:Scott Smiles Title: Business qroup I_ ader Per: Name: Titre: Il a have authority to bind the Proponent Team Member. City of Fort Worth Volume 1 RIP Schedule 4 -- Proponent Team Member Declaration VCWRF Biosolids Management Project SCHEDULE 4 PROPONENT TEAM MEMBER DECLARATION (Note to Proponents. The Proponent must submit a Proponent Team Member Declaration for each Proponent Team Member] TO: Purchasing Manager City of Fort Worth Purchasing Division 200 Texas Street Fort Worth, Texas 76102 Office Hours: 8:30 a.m. — 4:30 p.m. (local Fort Worth time) ATTENTION: David R. Townsend, P.E, Facilities Engineering Manager NAME OF Design, Build, Operate and Maintain Village Creek Water PROJECT: Reclamation Facility Biosolids Management and Beneficial Reuse NAME OF Andritz Separation Technologies Inc. PROPONENT: 1.0 Definitions (a) Unless otherwise defined in this Proponent Team Member Declaration, capitalized terms and expressions used in this Proponent Team Member Declaration have the meanings given to them in the RFP Documents. 2.0 Representations and Warranties (a) The Proponent Team Member represents and warrants as follows: (i) We have not engaged in any form of political or other lobbying, of any kind whatsoever, to influence the outcome of this RFP Process in contravention of RFP Section 3.3.2. (ii) We have complied fully with RFP Section 3.3.4. We confirm that: (A) we have not discussed or communicated, directly or indirectly, with any other Proponent, any information whatsoever regarding the preparation of the Proposal or the Proposal of the other Proponents in a way that would contravene Applicable Law; and (B) we have assisted with the preparation and submission of the Proposal independently and without connection, knowledge, comparison of information or arrangement, direct or indirect, with any other Proponent. City of Fort Worth volume 1 RFP schedule 4 — Proponent Team Member Declaration VCWRl= Biosollds Management Proiect �. (b) Except for those actions, suits or proceedings set out in Section 2.0(c) of this Proponent Team Member Declaration, there are no actions, suits or proceedings pending that could have a material adverse effect on our ability to carry out the Project or, to the best of our knowledge after reasonable inquiry, threatened against us and we are not aware of any ground on which such an action, suit or proceeding might be commenced. (c) All actions, suits and proceedings referenced in Section 2.0(b) of this Proponent Team Member Declaration are as follows: [Note to Proponents.- Add additional lines if necessary.] 2. 3. (d) We have complied fully with RFP Sections 3.3.3, 3.7.2, 3.7.3(2) and the provisions of any confidentiality agreement entered into in connection with the RFP Process. (e) Except as listed in Section 4.0 of. this Proponent Team Member Declaration, we: 0) have not received Confidential Information of the City that is relevant to the Project and that was not received through this RFP Process from the City; and (ii) do not have a Conflict of Interest in respect of this Project. (f) We have conducted ourselves with integrity and propriety and have not engaged in any inappropriate bidding practices or unethical behaviour in the course of this RFP Process, and there are no charges or investigations by a public body or convictions related to inappropriate bidding practices or unethical behaviour by us in relation to a public sector tender or procurement in any Canadian jurisdiction that: (i) are related to the Project; (ii) may compromise the reputation or integrity of the City so as to affect public confidence in the Project; or (ill) would contravene any applicable law or could have a material adverse effect on the Proponent or any Proponent Team Member in a way which could impair the Proponent or any Proponent Team Member's ability to perform its obligations under the Project Agreement. 3.0 RFP Terms and Conditions Binding (a) We agree to be bound by and to comply with the terms and conditions of the RFP Documents. f (b) We confirm that we have examined the RFP Documents in detail and confirm that we I , have received all pages of all documents constituting the RFP Documents. 2 City of fort Worth Volume I RFP Schedule 4 — Proponent Team Member Declaira#ion VCWRF Blosolids Management Project 4.0 Conflicts of Interest (a) We confirm that, to the best of our Knowledge, the following list represents a complete list of perceived, actual and potential Conflicts of Interest: Name of Party I Details of Conflict of Interest [NAME OF PROPONENT 'TEAM MEMBER) Per: Name: Rcfdrfey Mueller Title: Assistant Treasurer Per: Name: David McDonald Title: Assistant Secretary INVe have authority to bind the Proponent Team Member. 3 ATTACHMENT D CERTIFICATES OF OFFICERS ® Synagro of Texas -CDR, Inc. Freese and Nichols, Inc. ® Archer Western Construction, LLC * .Andritz Separation Technologies Inc City of Fort Worth Volume 1 RFP Schedule 4A —Certificate of VCWRF Biosolids Management Project Officer SCHEDULE 4A CERTIFICATE OF OFFICER This Schedule 5A — Certificate of Officer is delivered pursuant to Section 10.1(2) of the Request for Proposals in respect of the Design, Build, Operate and Maintain Village Creek Water Reclamation Facility Biosolids Management and Beneficial Reuse Project issued by the City (the "RFP"). All terms not otherwise defined herein have the meaning given to them in the RFP. This Form 5A -- Certificate of Officer has not been modified in any manner, except to complete the required information. CERTIFICATE OF OFFICER OF SYNAGRO OF TEXAS -CDR, INC. TO: The City of Fort Worth (the "City") RE: Synagro. of Texas -CDR, Inc. ("Company"), as a Proponent Team Member of Synagro of Texas -CDR, Inc. ("Proponent"), in respect of the Request for Proposals (the "RFP") issued by the City for the Biosolids Management Project (the "Project') I, Matthew Robertson, the undersigned, in my capacity as Chief Commercial Officer of Synagro of Texas -CDR, Inc. and not in my personal capacity, regarding the matters contained herein, do hereby certify, to the best of my knowledge, that: 1. Corporate Structure. Corporation formed in the State of Texas on October 28, 1992. 2. The Project. Synagro of Texas -CDR, Inc. has conducted itself with integrity and propriety and has not engaged in any inappropriate bidding practices or unethical behavior in the course of the procurement for the Project and the RFP Process. 3. Inappropriate Bidding Practices or Unethical Behavior. Synagro of Texas -CDR, Inc. confirms there are no charges or investigations by a public body except for those listed in Appendix A hereto or convictions related to inappropriate bidding practices or unethical behavior by Synagro of Texas -CDR, Inc. or any of its Affiliates in relation to a public or broader public sector tender or procurement in any jurisdiction that: (a) is related to the Project; (b) may compromise the reputation or integrity of the City of Fort Worth so as to affect public confidence in the Project; or (c) would contravene any Applicable Law or could have a material adverse effect on Synagro of Texas -CDR, Inc. in a way which could impair Synagro of City of Fort Worth Biosolids Management Project RFP Schedule 4A --- Certificate of officer RFP Version 1.0 Texas -CDR, Inc. ability to perform its obligations under the Project Agreement. 4. Employees. The prohibition contained herein on the bidding practices and unethical behavior of Synagro of Texas -CDR, Inc. extends to Synagro of Texas -CDR, Inc. employees under the control of Synagro of Texas -CDR, Inc., including former employees during the time that such former employees were under the control of Synagro of Texas -CDR, inc., who might have or had involvement or the ability to influence the affairs of Synagro of Texas -CDR, Inc.. 5. Policies. Synagro of Texas -CDR, Inc. has internal policies establishing ethical standards for its bidding practices which prohibit inappropriate bidding practices and unethical behavior and Synagro of Texas -CDR, Inc. has internal processes and controls in place which monitor its bidding practices to ensure compliance with such policies. All such policies, processes and controls have been fully adhered to and complied with by Synagro of Texas -CDR, Inc. The prohibition on. inappropriate bidding practices and unethical behavior contained herein and the measures taken by Synagro of Texas -CDR, Inc. to ensure that such activity does not happen shall be stated in a written policy that shall, upon request be provided to the City, and include copies of internal policies, processes and controls establishing ethical standards for Synagro of Texas -CDR, Inc. bidding practices and evidence of compliance by Synagro of Texas -CDR, inc. with all such policies, C processes and controls, and shall specify that violation may result in sanctions, up to and including disqualification. 6. Restricted Persons. No Restricted Person has Direct or indirect Power or Control over Synagro of Texas -CDR, Inc. in relation to the decisions, management, actions or policies of the Synagro of Texas -CDR, Inc. or in relation to the operation, management and ownership of the Project. To the knowledge of the Synagro of Texas -CDR, Inc., no Restricted Person has directly or indirectly an Economic Interest in the Synagro of Texas -CDR, Inc. or the Project. 7, Notice. Synagro of Texas -CDR, Inc. shall immediately notify the City in the event of a breach of its obligations contained herein. If a breach occurs, the City reserves the right (without limitation to any other right that may have), to disqualify Synagro of Texas -CDR, Inc. from continued participation in the RFP for the Project. 8. Further Assurances. Synagro of Texas -CDR, Inc. agrees to inform the City of any future charges or investigations by a public body or convictions that may arise in the course of the procurement for the Project including the RFP Process, and to provide further information and assurances relating thereto, as the City may reasonably request, including without limitation an explanation as to the nature and extent of such charges or investigations by a public body or convictions. 9. Reliance. The City is relying upon the truth and accuracy of the statements set forth herein in all aspects relevant to the procurement process for the Project. The undersigned acknowledges that if at any time any of the information contained herein changes, the undersigned will advise of same in writing to the City, at the addresses below: 2 City of Fort Worth 6iosolids Management Project RFP Schedule 4A — Certificate of Officer RFP Version 1.0 Purchasing Manager City of Fort Worth Purchasing Division 200 Texas Street Fort Worth, Texas 76102 Office Hours: 8.30 a.m. — 4:30 p.m. (local Fort Worth time) David R. Townsend, P.E, Facilities Engineering Manager IN WITNESS WHEREOF I have signed the certificate on the 29th clay of August, 2019. Synagro of Texas -CDR, Inc. Name: Matthew Robertson Title: Chief Commercial Officer 3 City of Fort Worth Volume 1 RFP Schedule 4A - Certificate of VCWRF Biosolids Management Project officer C SCHEDULE 4A CERTIFICATE OF OFFICER This Schedule 5A - Certificate of Officer is delivered pursuant to Section 10.1(2) of the Request for Proposals in respect of the Design, Build, Operate and Maintain Village Creek Water Reclamation Facility Biosolids Management and Beneficial Reuse Project issued by the City (the "RFP"). All terms not otherwise defined herein have the meaning given to them in the RFP. This Form 5A -- Certificate of Officer has not been modified in any manner, except to complete the required information. CERTIFICATE OF OFFICER OF [PROPOiNEi1IT TEAM MEMBER] TO: The City of Fort Worth (the "City") RE: Freese and Nichols, Inc. ("Company"), as a Proponent Team Member of Synagro ("Proponent"), in respect of the Request for Proposals (the "RFP") issued by the City for the Biosolids Management Project (the "Project") I, Robert F. "Bob" Pence the undersigned, in my capacity as Chairman of the Board of Freese and !Nichols, Inc. and not in my personal capacity, regarding the matters contained herein, do hereby certify, to the best of my knowledge, that: 1. Corporate Structure. Freese and Nichols, Inc. - A domestic For -Profit Engineering Business incorporated in the State of Texas on December 20,1976. 2. The Project. - Freese and Nichols, Inc. has conducted itself with integrity and propriety and has not engaged in any inappropriate bidding practices or unethical behavior in the course of the procurement for the Project and the RFP Process. 3• Inappropriate Bidding Practices or Unethical Behavior. Freese and Nichols, Inc. confirms there are no charges or investigations by a public body except for those listed in Appendix A hereto or convictions related to inappropriate bidding practices or unethical behavior by Freese and Nichols, Inc. or any of its Affiliates in relation to a public or broader public sector tender or procurement in any jurisdiction that: (a) is related to the Project; (b) may compromise the reputation or integrity of the City of Fort Worth so as to affect public confidence in the Project; or (c) would contravene any Applicable Law or could have a material adverse effect on Freese.and Nichols, Inc. in a way which could impair Freese and Nichols, Inc. ability to perform its obligations under the Project Agreement. City of Fort worth Biosolids Management Project RFP Schedule 4A — Certificate of Officer RFP Version 1.0 4. Employees. The prohibition contained herein on the bidding practices and unethical behavior of Freese and Nichols, Inc. extends to Freese and Nichols, Inc, employees under the control of Freese and Nichols, Inc., including former employees during the time that such former employees were under the control of Freese and Nichols, Inc., who might have or had involvement or the ability to influence the affairs of Freese and Nichols, Inc.. 5. Policies. Freese and Nichols, Inc. has internal policies establishing ethical standards for its bidding practices which prohibit inappropriate bidding practices and unethical behavior and Freese and Nichols, Inc. has internal processes and controls in place which monitor its bidding practices to ensure compliance with such policies. All such policies, processes and controls have been fully adhered to and complied with by Freese and Nichols, Inc. The prohibition on inappropriate bidding practices and unethical behavior contained herein and the measures taken by Freese and Nichols, Inc, to ensure that such activity does not happen shall be stated in a written policy that shall, upon request be provided to the City, and include copies of internal policies, processes and controls establishing ethical standards for bidding practices and evidence of compliance by Freese and Nichols, Inc. with all such policies, processes and controls, and shall specify that violation may result in sanctions, up to and including disqualification. 6. Restricted Persons. No Restricted Person has Direct or Indirect Power or Control over Freese and Nichols, Inc. in relation to the decisions, management, actions or policies of the Freese and Nichols, Inc. or in relation to the operation, management and ownership of the Project. To the knowledge of the Freese and Nichols, Inc. no Restricted Person has directly or indirectly an Economic Interest in the Freese and Nichols, Inc. or the Project. 7. Notice. Freese and Nichols, Inc. shall immediately notify the City in the event of a breach of its obligations contained herein. If a breach occurs; the City reserves the right (without limitation to any other right that may have), to disqualify Freese and Nichols, Inc, from continued participation in the RFP for the Project. 8. Further Assurances. Freese and Nichols, Inc. agrees to inform the City of any future charges, or investigations by a public body or convictions that may arise in the course of the procurement for the Project including the RFP Process, and to provide further information and assurances relating thereto, as the City may reasonably request, including without limitation an explanation as to the nature and extent of such charges or investigations by a public body or convictions. 9. Reliance. The City is relying upon the truth and accuracy of the statements set forth herein in all aspects relevant to the procurement process for the Project. The undersigned acknowledges that if at any time any of the information contained herein changes, the undersigned will advise of same in writing to the City, at the addresses below: 2 City of Fort Worth Biosolids Management Project RFP Schedule 4A — Certificate of Officer RFP Version 1.0 Purchasing Manager City of Fort Worth Purchasing Division 200 Texas Street Fort Worth, Texas 76102 Office Hours: 8:30 a.m. — 4:30 p.m. (local Fort Worth time) David R. Townsend, P.E, Facilities Engineering Manager IN WITNESS WHEREOF I have signed the certificate on the day of��, 2019. Freese and Nichols, Inc. Robert F. Pence, P.E., BCEE Chairman of the Board 3 City of Fort worth Biosolids Management Project RFP Schedule 4A - Certificate of Officer RFP Version 1.0 APPENDIX A TO SCHEDULE 4A -- CERTIFICATE OF OFFICER CHARGES OR INVESTIGATIONS BY A PUBLIC BODY RELATED TO INAPPROPRIATE BIDDING OR UNETHICAL BEHAVIOR [Mote to Proponent: List to be provided by [Company] if applicable] NOT APPLICABLE 4 City of Fort Worth Volume 1 RFP Schedule 4A - Certificate of VCWRF Slosolids Management Project Officer C SCHEDULE 4A CERTIFICATE OF OFFICER This Schedule 5A - Certificate of Officer is delivered pursuant to Section 10.1(2) of the Request for Proposals in respect of the Design, Build, Operate and Maintain Village Creek Water Reclamation Facility Biosolids Management and Beneficial Reuse Project issued by the City (the "RFP"). All terms not otherwise defined herein have the meaning given to them in the RFP. This Form 5A - Certificate of Officer has not been modified in any manner, except to complete the required information. CERTIFICATE OF OFFICER OF ARCHER WESTERN CONSTRUCTION, LLC TO: The City of Fort Worth (the "City") RE: Archer Western Construction, LLC ("Company"), as a Proponent Team Member of Synagro of Texas-CRD, Inc. ("Proponent"), in respect of the Request for Proposals (the "RFP") issued by the City for the Biosolids Management Project (the "Project') I, Roy Epps, the undersigned, in my capacity as Sr. Dice President of Archer Western Construction, LLC and not in my personal capacity, regarding the matters contained herein, do hereby certify, to the best of my knowledge, that: Corporate Structure. An Illinois limited Liability Company 2. The Project. Archer Western Construction, LLC has conducted itself with integrity and propriety and has not engaged in any inappropriate bidding practices or unethical behavior in the course of the procurement for the Project and the RFP Process. 1 Inappropriate Bidding Practices or Unethical Behavior. Archer Western Construction, LLC confirms there are no charges or investigations by a public body except for those listed in Appendix A hereto or convictions related to inappropriate bidding practices or unethical behavior by Archer Western Construction, LLC or any of its Affiliates in relation to a public or broader public sector tender or procurement in any jurisdiction that: (a) is related to the Project; (b) may compromise the reputation or integrity of the City of Fort Worth so as to affect public confidence in the Project; or C (c) would contravene any Applicable Law or could have a material adverse effect on Archer Western Construction, LLC in a way which could impair Archer City of Fort worth Biosolids Management Project RFP Schedule 4A -- Certificate of Officer RIP Version 1.0 !Western Construction, LLC ability to perform its obligations under the Project Agreement. 4. Employees. The prohibition contained herein on the bidding practices and unethical behavior of Archer Western Construction, LLC extends to Archer Western Construction, LLC employees under the control of Archer Western Construction, LLC, including former employees during the time that such former employees were under the control of Archer Western Construction, LLC, who might have or had involvement or the ability to influence the affairs of Archer Western Construction, LLC, 5. policies. Archer Western Construction, LLC has internal policies establishing ethical standards for its bidding practices which prohibit inappropriate bidding practices and unethical behavior and Archer Western Construction, LLC has internal processes and controls in place which monitor its bidding practices to ensure compliance with such policies. All such policies, processes and controls have been fully adhered to and complied with by Archer Western Construction, LLC. The prohibition on inappropriate bidding practices and unethical behavior contained herein and the measures taken by Archer Western Construction, LLC to ensure that such activity does not happen shall be stated in a written policy that shall, upon request be provided to the City, and include copies of internal policies, processes and controls establishing ethical standards for Archer Western Construction, LLC bidding practices and evidence of compliance by Archer Western Construction, LLC with all such policies, processes and controls, and shall specify that violation may result in sanctions, up to and including disqualification. 6. Restricted Persons. No Restricted Person has Direct or Indirect Power or Control over Archer Western Construction, LLC in relation to the decisions, management, actions or policies of the Archer Western Construction, LLC or in relation to the operation, management and ownership of the Project. To the knowledge of the Archer Western Construction;, LLC, no Restricted Person has directly or indirectly an Economic Interest in the Archer Western Construction, LLC or the Project. 7. Notice. Archer Western Construction, LLC shall immediately notify the City in the event of a breach of its obligations contained herein. If a breach occurs, the City reserves the right (without limitation to any other right that may have), to disqualify Archer Western Construction, LLC from continued participation in the RFP for the Project. 8. Further Assurances. Archer Western Construction, LLC agrees to inform the City of any future charges or investigations by a public body or convictions that may arise in the course of the procurement for the Project including the RFP Process, and to provide further information and assurances relating thereto, as the City may reasonably request, including without limitation an explanation as to the nature and extent of such charges or investigations by a public body or convictions. 9. Reliance. The City is relying upon the truth and accuracy of the statements set forth herein in all aspects relevant to the procurement process for the Project. The undersigned acknowledges that if at any time any of the information contained herein 2 City of Fort worth Biosolids Management Project RFP Schedule 4A -- Certificate of Officer RFP Version 1.0 changes, the undersigned will advise of same in writing to the City, at the addresses below: Purchasing Manager City of Fort Worth Purchasing Division 200 Texas Street Fort Worth, Texas 76102 Office Hours: 8:30 a.m. —4:30 p.m. (local Fort Worth time) David R. Townsend, RE, Facilities Engineering Manager IN WITNESS WHEREOF I have signed the certificate on the V day of ��, 2019. A=r onstruction, LLC Name: oy Epps Title: Sr. Vice President, Archer Western Construction, LLC i L City of Fort Worth Blosolids Management Project RFV Schedule 4A — Certificate of Officer RFP Version 1.0 APPENDIX A TO SCHEDULE 4A s CERTIFICATE OF OFFICER CHARGES OR INVESTIGATIONS BY A PUBLIC BODY RELATED TO INAPPROPRIATE BIDDING OR UNETHICAL BEHAVIOR [Note to proponent: List to be provided by [Company] if applicable] l ®t Applicable 4 City of Fort Worth !Volume 7 RFP Schedule 4A — Certificate of VClf+.{RF Biosolids Management (Project Officer SCHEDULE 4A CERTIFICATE OF OFFICER This Schedule 5A - Certificate of Officer is delivered pursuant to Section 10.1(2) of the Request for Proposals in respect of the Design, Build, Operate and Maintain Village Creek Water Reclamation Facility Biosolids Management and Beneficial Reuse Project issued by the City (the "RIP"). All terms not otherwise defined herein have the meaning given to them in the RFP. This Form 5A Certificate of Officer has not been modified in any manner, except to complete the required information. CERTIFICATE OF OFFICER OF [PROPONENT TEAM MEMBER] TO: The City of Fort Worth (the "City") RE: Andritz Separation Technologies Inc. ("ANDRITZ"), as a Proponent Team Member of Synagro ("Proponent"), in respect of the Request for Proposals (the "RFP") issued by the City for the Biosolids Management Project (the "Project") 1, Rodney Dueller, the undersigned, in my capacity as Assistant Treasurer of Andritz Separation Technologies Inc. and not in my personal capacity, regarding the matters contained herein, do hereby certify, to the best of my knowledge, that. 1. Corporate Structure. Corporation Formed in Texas. 2. The Project. Andritz has conducted itself with integrity and propriety and has not engaged in any inappropriate bidding practices or unethical behavior in the course of the procurement for the Project and the RFP Process. 3. Inappropriate Bidding Practices or Unethical Behavior. ANDRITZ confirms there are no charges or investigations by a public body except for those listed in Appendix A hereto or convictions related to inappropriate bidding practices or unethical behavior by ANDRITZ or any of its Affiliates in relation to a public or broader public sector tender or procurement in any jurisdiction that: (a) is related to the Project; (b) may compromise the reputation or integrity of the City of Fort Worth so as to affect public confidence in the Project; or (c) would contravene any Applicable Law or could have a material adverse effect C on ANDRITZ in a way which could impair ANDRITZ's ability to perform its obligations under the Project Agreement. i City of Fort Worth Blosolids Management Project RFP Schedule 4A -- Certificate of Officer RFP Version 1.0 4. rEmployees. The prohibition contained herein on the bidding practices and unethical behavior of ANDRITZ extends to ANDRITZ employees under the control of ANDRITZ, including former employees during the time that such former employees were under the control of ANDRITZ, who might have or had involvement or the ability to influence the affairs of ANDRITZ. 5. Policies. ANDRITZ has internal policies establishing ethical standards for its bidding practices which prohibit inappropriate bidding practices and unethical behavior and ANDRITZ has internal processes and controls in place which monitor its bidding practices to ensure compliance with such policies. All such policies, processes and controls have been fully adhered to and complied with by ANDRITZ. The prohibition on inappropriate bidding practices and unethical behavior contained herein and the measures taken by ANDRITZ to ensure that such activity does not happen shall be stated in a written policy that shall, upon request be provided to the City, and include copies of internal policies, processes and controls establishing ethical standards for ANDRITZ's bidding practices and evidence of compliance by ANDRITZ with all such policies, processes and controls, and shall specify that violation may result in sanctions, up to and including disqualification. 6. Restricted Persons. No Restricted Person has Direct or Indirect Power or Control over ANDRITZ in relation to the decisions, management, actions or policies of the ANDRITZ or in relation to the operation, management and ownership of the Project. To the knowledge of the ANDRITZ, no Restricted Person has directly or indirectly an Economic Interest in the ANDRITZ or the Project. 7. Notice. ANDRITZ shall immediately notify the City in the event of a breach of its obligations contained herein. If a breach occurs, the City reserves the right (without limitation to any other right that may have), to disqualify ANDRITZ from continued participation in the RFP for the Project. & Further Assurances. ANDRITZ agrees to inform the City of any future charges or investigations by a public body or convictions that may arise in the course of the procurement for the Project including the RFP Process, and to provide further information and assurances relating thereto, as the City may reasonably request, including without limitation an explanation as to the nature and extent of such charges or investigations by a public body or convictions. 9. Reliance. The City is relying upon the truth and accuracy of the statements set forth herein in all aspects relevant to the procurement process for the Project. The undersigned acknowledges that if at any time any of the information contained herein changes, the undersigned will advise of same in writing to the City, at the addresses below: K City of Fort Worth Biosolids Management Project Purchasing Manager City of Fort Worth Purchasing Division 200 Texas Street Fort Worth, Texas 76102 Office Hours: 8:30 a.m. —4:30 p.m RFP Schedule 4A — Certificate of Officer RFP Version 1.0 (local Fort Worth time) David R. Townsend, P.E, Facilities Engineering Manager IN WITNESS WHEREOF 1 have signed the certificate on the °day of 0719. Andritz Separation Technologies Inc. Name: Rodney Mueller Title: Assistant Treasurer C P�f,,� MELiSSA ANN DE LA CRUZ •$ * °%? ar public, State of Texas ;v . -e Comm. Expires 10-13 2021 :``� Notary lD 131316�405 'ffflli1555 l City of fort Worth Oiosolids Management Project RFP Schedule 4A — Certificate of Officer RFP Version 1.0 APPENDIX A TO SCHEDULE 4A - CERTIFICATE OF OFFICER CHARGES OR INVESTIGATIONS BY A PUBLIC BODY RELATED TO INAPPROPRIATE RIGGING OR UNETHICAL BEHAVIOR [Mote to Proponent. List to be provided by [Company] if applicable] Not Applicable 4 ATTACHMENT E TECHNICAL PROPOSAL FORMS FROM REQUEST FOR PROPOSALS SUBMITTAL • Technical Proposal Form 1— Signed Proposal Submission Form ® Technical Proposal Form 2 — Surety Letters of Intent to Issue Bonds ® Technical Proposal Form 3 — Insurance Company Letter of Intent o Technical Proposal Form 4 — Specifications of Major Equipment/Systems ® Technical Proposal Form 5 — Drawings, Diagrams, Plans and Information Checklist ® Technical Proposal Form 6 — Participating Entities Group List ® Technical Proposal Form 7 — Participating Entities — Individual Descriptions Technical Proposal Form 8 — Utilities Summary Table ® Technical Proposal Form 9 — Key Personnel Commitments of Time ® Technical Proposal Form 10 — Guarantee of Minimum Annual Facility Availability City of Fort Worth Volume 1 RFP Schedule 3 — Technical Proposal Submission Forms VCWRF Biosolids Management Proiect SCHEDULE 3 v Technical Proposal Submission Forms Technical Proposal Submittal Form 1: Proposal Submission Form TO: Purchasing Manager City of Fort Worth Purchasing Division 200 Texas Street Fort Worth, Texas 76102 Office Hours: 8:30 a.m. --4:30 p.m. (local Fort Worth time) ATTENTION: David R. Townsend, P.E, Facilities Engineering Manager NAME OF Design, Build, Operate and Maintain Village Creep Water Reclamation PROJECT: Facility Biosolids Management and Beneficial Reuse - NAME OF Synagro of Texas -CDR, Inc. PROPONENT: DATE: August 29, 2019 PROPONENT°S OFFER In consideration of the City's evaluation of our Proposal in accordance with the RFP Documents and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, we hereby agree as follows: 1.0 Definitions (a) Unless otherwise defined in this Proposal Submission Form, capitalized terms and expressions used in this Proposal Submission Form have the meanings given to them in the RFP Documents. 2.0 Representations And Warranties (a) The Proponent represents and warrants as follows: (i) Except to the extent that we have sought and received written approval in accordance with RFP Section 3.5, there have been no changes to the Proponent, Prime Team Members, Team Members, proposed subcontractors, Key Individuals or other parties identified in our Prequalification Submission. (ii) There have been no changes in circumstance that could have a material adverse effect on any of our Identified Proponent Parties in a way which could impair our ability to perform the obligations under the Project Agreement. City of Fort Worth Volume 1 RFP Schedule 3 -- Technical Proposal Submission Forms VCWRF Biosolids Management Project C (iii) Except for those actions, suits or proceedings set out in Section 2.0(a)(iv) of this Proposal Submission Form, there are no actions, suits or proceedings pending that could have a material adverse effect on our ability to carry out the Project or, to the best of our knowledge after reasonable inquiry, threatened against us or any Proponent Team Member. and we are not aware of any ground an which such an action, suit or proceeding might be commenced. (iv) All actions, suits and proceedings referenced in Section 2.0(a)(iii).of this Proposal Submission Form are as follows: [Note to Proponents: Add additional lines if necessary.] 2 3 (b) We have not and, to the best of our knowledge after reasonable inquiry, our Proponent Team Members and Advisors have not, engaged in any form of political or other lobbying, of any kind whatsoever, to influence the outcome of this RFP Process in contravention of RFP Section 3.3.2. (c) We have and, to the best of our knowledge after reasonable inquiry, our Proponent Team Members and Advisors have complied fully with RFP Section 3.3.4. We confirm that: (i) ' we have not discussed or communicated, directly or indirectly, with any other Proponent, any information whatsoever regarding the preparation of our Proposal or the Proposal of the other Proponents in a way that would contravene Applicable Law; and (H) we have prepared and submitted our Proposal independently and without connection, knowledge, comparison of information or arrangement, direct or indirect, with any other Proponent. (d) We have and, to the best of our knowledge, our Proponent Team Members and Advisors have complied fully with RFP Sections 3.3.3, 3.7.2, 3.7.3(2) and the provisions of any confidentiality agreement entered into in connection with the RFP Process. (e) Except as listed in Section 4.0 of this Technical Submission Form, we: (i) have not received Confidential Information of the City that is relevant to the Project and that was not received through this RFP Process from the City; and (ii) do not have a Conflict of Interest in respect of this Project. (f) At the time of submitting our Proposal, the Proponent and each Proponent Team Member is in full compliance with all tax obligations to the City of Fort Worth and that, in Cparticular, all returns required to be filed pursuant to any of such tax obligations have 2 City of Fort Worth Volume 7 RFP Schedule 3 - Technical Proposal Submission Forms VCWRF Biosolids Management Project C been paid or satisfactory arrangements for their payment have been made and maintained. (g) Our Technical Submission is based on and relies solely upon our own examinations, knowledge, information, judgment, and investigations and not upon any statement, representation, investigation or information made or provided by the City whether provided in the Data Room or in any other way whatsoever. 3.0 RFP Terms and Conditions Binding (a) By submitting this offer the Proponent and the Proponent Team Members agree to be bound by and to comply with the terms and conditions of the RFP Documents and acknowledge and agree that if we submit a Technical and a Financial Submission without material deviations (or the City chooses to waive a material deviation), in accordance with the RFP Documents requirements, a "bidding contract" (often referred to as "Contract A") is created between the Proponent and the City. The terms and conditions of the "bidding" contract are set out in the RFP Documents. (b) We acknowledge and agree that this offer is irrevocable in accordance with the terms and conditions of the RFP Documents. (c) We acknowledge and agree that our Proposal is irrevocable until the expiration of the Proposal Validity Period (or the extended Proposal Validity Period, as applicable) despite any negotiations to revise the Project Agreement that may occur between us and the City or between the City and another Proponent. (d) We confirm that we have examined the RFP Documents in detail and confirm that we have received all pages of all documents constituting the RFP Documents. (e) We confirm that we have made all necessary inquiries with respect to Addenda issued by the City, if any, and have ensured that we have received all Addenda to the RFP Documents that were issued. (f) We confirm that the Proponent, each Proponent Team Member and each Key Individual has conducted itself with integrity and propriety and has not engaged in any inappropriate bidding practices or unethical behavior in the course of this RFP Process, and there are no charges or investigations by a public body or convictions related to inappropriate bidding practices or unethical behaviour by the Proponent, any Proponent Team Member or any Key Individual in relation to a public sector tender or procurement that: 0) are related to the Project; (ii) may compromise the reputation or integrity of the City so as to affect public confidence in the Project; or (N) would contravene any applicable law or could have a material adverse effect on the Proponent, any Proponent Team Member or any Key Individual in a way which could impair the Proponents, any Proponent Team Member's, or any Key Individual's ability to perform its obligations under the Project Agreement. 3 City of Fort Worth Volume I RFP Schedule 3 —Technical Proposal Submission Forms VGWRF Siosolids [management Project 4.4 Conflicts of Interest We acknowledge that we are obliged to report any Conflicts of Interest promptly in a written statement to the Contact Person in accordance with RFP Section 3.8.1. We confirm that, to the best of our knowledge, the following list represents a complete list of Conflicts of Interest and includes those Conflicts of Interest that have already been reported to the City in accordance with RFP Section 3.8.1. Name of Party I Details of Conflict of Interest I I None I I [NOTE TO PROPONENTS: THE PROPONENT MUST SIGN THE PROPOSAL SUBMISSION FORM IN A MANNER WHICH LEGALLY BINDS THE PROPONENT. YOU MA Y ADJUST THE NUMBER OF SIGNING LINES AS REQUIRED J IN WITNESS WHEREOF the Proponent has executed this Submission Form as of the date first above written. Synagro of Texas -CDR, Inc. Per: /M - mc;> Name: Matthew Robertson Title: Chief Commercial Officer Per: Name: Title: 1MIe have authority to bind the Proponent. 21 City of Fort Worth Volume i RFP Schedule 3 —'technical Proposal Submission Forms VCWRF Biosolids Management Project Technical Proposai Submittal Fovr..i-f 2 Surety 016or of 1I11Ue11ntvRO Issue BOD& Attached is Technical Proposal Submittal Form 2, as provided by Synagro of Texas -CDR, Inc.'s surety, Everest Reinsurance, Inc. As discussed in Addendum #1, item 1-5 (issued July 12, 2419), the Synagro Team will use a dual oblige approach to meet the performance and payment bonding requirements of the project during the Design -Build Period. Accordingly, the following documents are attached: 1. Letter of Intent from Synagro of Texas — CDR, Inc.'s (Proponent) surety 2. Example Performance Bond 3. Example Payment Bond 4. Example dual -oblige bond rider 5. Surety Letters of Intent from Synagro Team Members: a. ANDRITZ Separation Technologies, Inc. b. Archer Western Construction, LLC c. Freese and Nichols, Inc. Synagro of Texas -CDR, Inc. will exclusively provide the performance and payment bonds required in support of project operation and maintenance activities outside of the Design -Build Period. 5 FV'1� August 15, 2019 City of Fort Worth Attn: David R. Townsend, RE, Facilities Engineering Manager City of Fort Worth Purchasing Division 200 Texas Street Fort Worth, Texas 76102 Re: Biosolids Management and Beneficial Reuse from the Village Creels Water Reclamation Facility Mr, Townsend: Synagro of Texas - CDR, Inc. (Proposer) has submitted herewith a Proposal in response to the City of Fort Worth, Biosolids Management and Beneficial Reuse from the Village Creek Water Reclamation Facility (Project) Request for Proposals (RFP) to provide permitting, design, construction, commissioning, acceptance testing, operation, and maintenance of the Project. The most advantageous Proposer will enter into an Agreement to cause the Project to meet certain Performance Guarantee requirements, and to comply with all applicable permits, licenses, approvals and other Applicable Law, and to provide related and ancillary services, all as defined and described in the RFP, and covered by the Proposal submitted by the Proposer in response thereto, which Proposal is made a part hereof. Everest Reinsurance Company has reviewed the Proposer's Proposal, which will form the basis of the Agreement. Everest Reinsurance Company hereby certifies that it intends to issue on behalf of Synagro of Texas - CDR, Inc., should the conditions of the Agreement and the business standing of the proposer be substantially the same on the day of issuance, as security for performance of its obligations under the Agreement, a Design- Build Work Performance Bond and Payment Bond for the Design- Build Work, each in an amount equal to the Fixed Design - Build Price (plus a reasonable amount to be determined by the parties for any estimated Fixed Design -Build Price Adjustments, if necessary), and a Management Services Performance Bond for the Management Services, in an amount equal to the annual Service Fee, all in accordance with Article XVII, Section 172 of the Draft Service Agreement for the benefit of the City in the event the Proposer is selected for final negotiations and execution of the Agreement. Please note that the surety assumes no liability by issuance of this letter. Prior to the issuance of any Surety bonds, the surety reserves the right to review final terms and conditions of any proposals, contract documents, bond forms, financial arrangements and other underwriting considerations at the time the contract is awarded." Sincerely, f Kelly O'Mgll y, Attornexf in� Everest Rear s ranee Company A.M. Best Rating of A+ XV Document A31Zm — 2010 Conforms with The American institute of Architects AIA Document 312 Performance Bond CONTRACTOR: (Name, legal status and address) Principal Legal Name Principal Addressl Principal City State 04092 OWNER: (Name, legal status and address) Obligee Legal Name Obligee Addressl Obligee City State zip CONSTRUCTION CONTRACT Date: 12/12/2013 Amount:1500000 Description: (Name and location) PP Bond Description BON® Date: 12113/2013 (Not earlier than Construction Contract Date) Amount: 1500000 Bond Number: l000000l SURETY: (Nance, legal status and principal place of business) Writing Co 1 Legal Name Writing Cc 1 physical addressl Writing Co 1 physical City State Zip State of Inc: Writing Co 1801 Modifications to this Bond: 0 None 0 See Section 16 CONTRACTOR AS PRINCIPAL SURETY Company: (Co)porate Seal) Company: (Corporate Seal) Principal Legal Name Writing Co 1 Legal Name Signature: Signature: Name PP Signator Name PP Writing Co 1 AIF, Attorney -in -Fact And Title: And Title: (Any additional signatures appear on the last page of this Performance Bond) (FOR INFORMATION ONLY — Name, address and telephone) AGENT or BROKER: OWNER'S REPRESENTATIVE: Branch Office (Architect, Engineer or other party:) User office Physical Address1 User Office Physical City, State Zip 444444444 This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. Any singular reference to Contractor, Surety, Owner or other party shall be considered plural where applicable. § 1 The Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to the Owner for the performance of the Construction Contract, which is incorporated herein by reference. § 2 If the Contractor performs the Construction Contract, the Surety and the Contractor shall have no obligation under this Bond, except when applicable to participate in a conference as provided in Section 3. § 3 If there is no Owner Default under the Construction Contract, the Surety's obligation under this Bond shall arise after the Owner first provides notice to the Contractor and the Surety that the Owner is considering declaring a Contractor Default. Such notice shall indicate whether the Owner is requesting a conference among the Owner, Contractor and Surety to discuss the Contractor's performance. If the Owner does not request a conference, the Surety may, within five (5) business days after receipt of the Owner's notice, request such a conference. If the Surety timely requests a conference, the Owner shall attend. Unless the Owner agrees otherwise, any conference requested under this Section 3.1 shall be held within ten (10) business days of the Surety's receipt of the Owner's notice. If the Owner, the Contractor and the Surety agree, the Contractor shall be allowed a reasonable time to perform the Construction Contract, but such an agreement shall not waive the Owner's right, if any, subsequently to declare a Contractor Default; .2 the Owner declares a Contractor Default, terminates the Construction Contract and notifies the Surety; and .3 the Owner has agreed to pay the Balance of the Contract Price in accordance with the terms of the Construction Contract to the Surety or to a contractor selected to perform the Construction Contract. § 4 Failure on the part of the Owner to comply with the notice requirement in Section 3.1 shall not constitute a failure to comply with a condition precedent to the Surety's obligations, or release the Surety from its obligations, except to the extent the Surety demonstrates actual prejudice_ § 5 When the Owner has satisfied the conditions of Section 3, the Surety shall promptly and at the Surety's expense take one of the following actions: § 5.1 A Tange for the Contractor, with the consent of the Owner, to perform and complete the Construction Contract; § 5.2 Undertake to perform and complete the Construction Contract itself, through its agents or independent contractors; § 5.3 Obtain bids or negotiated proposals from qualified contractors acceptable to the Owner for a contract for performance and completion of the Construction Contract, arrange for a contract to be prepared for execution by the Owner and a contractor selected with the Owner's concurrence, to be secured with performance and payment bonds executed by a qualified surety equivalent to the bonds issued on the Construction Contract, and pay to the Owner the amount of damages as described in Section 7 in excess of the Balance of the Contract Price incurred by the Owner as a result of the Contractor Default; or § 5.4 Waive its right to perform and complete, arrange for completion, or obtain a ncw..contractor and with reasonable promptness under the circumstances: .1 After investigation, determine the amount for which it may be liable to the Owner and, as soon as practicable after the amount is determined, make payment to the Owner; or .2 Deny liability in whole or in part and notify the Owner, citing the reasons for denial. § 6 If the Surety does not proceed as provided in Section 5 with reasonable promptness, the Surety shall be deemed to be in default on this Bond seven days after receipt of an additional written notice from the Owner to the Surety demanding that the Surety perform its obligations under this Bond, and the Owner shall be entitled to enforce any remedy available to the Owner, If the Surety proceeds as provided in Section 5.4, and the Owner refuses the payment or the Surety has denied liability, in whole or in part, without further notice the Owner shall be entitled to enforce any remedy available to the Owner. § 7 If the Surety elects to act under Section 5.1, 5.2 or 5.3, then the responsibilities of the Surety to the Owner shall not be greater than those of the Contractor under the Construction Contract, and the responsibilities of the Owner to the Surety shall not be greater than those of the Owner under the Construction Contract. Subject to the commitment by the Owner to pay the Balance of the Contract Price, the Surety is obligated, without duplication, for .1 the responsibilities of the Contractor for correction of defective work and completion of the Construction Contract; .2 additional legal, design professional and delay costs resulting from the Contractor's Default, and resulting from the actions or failure to act of the Surety under Section 5; and .3 liquidated damages, or if no liquidated .damages are specified in the Construction Contract, actual damages caused by delayed performance or non-performance of the Contractor. § 8 If the Surety elects to act under Section 5.1, 5.3 or 5.4, the Surety's liability is limited to the amount of this Bond. § 9 The Surety shall not be liable to the Owner or others for obligations of the Contractor that are unrelated to the Construction Contract, and the Balance of the Contract Price shall not be reduced or set off on account of any such unrelated obligations. No right of action shall accrue on this Bond to any person or entity other than the Owner or its heirs, executors, administrators, successors and assigns. § 10 The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related subcontracts, purchase orders and other obligations. § 11 Any proceeding, legal or equitable, under this Bond may be instituted in any court of competent jurisdiction in the Iocation in which the work or part of the work is located and shall be instituted within two years after a declaration of Contractor Default or within two years after the Contractor ceased working or within two years after the Surety refuses or fails to perform its obligations under this Bond, whichever occurs first. If the provisions of this Paragraph are void or prohibited by law, the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable. § 12 Notice to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the page on which their signature appears. § 13 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions conforming to such statutory or other legal requirement shall be deemed incorporated herein. When so furnished, the intent is that this Bond shall be construed as a statutory bond and not as a common law bond. § 14 Definitions § 14.1 Balance of the Contract Price. The total amount payable by the Owner to the Contractor under the Construction Contract after all proper adjustments have been made. including allowance to the Contractor of any amounts received or to be received by the Owner in settlement of insurance or other claims for damages to which the Contractor is entitled, reduced by all valid and proper payments made to or on behalf of the Contractor under the Construction Contract. § 14.2 Construction Contract. The agreement between the Owner and Contractor identified on the cover page, including all Contract Documents and changes made to the agreement and the Contract Documents. § 14.3 Contractor Default. Failure of the Contractor, which has not been remedied or waived, to perform or otherwise to comply with a material term of the Construction Contract. § 14.4 Owner Default. Failure of the Owner, which has not been remedied or waived, to pay the Contractor as required under the Construction Contract or to perform and complete or comply with the other material terms of the Construction Contract. § 14.5 Contract Documents. All the documents that comprise the agreement between the Owner and Contractor. § 15 If this Bond is issued for an agreement between a Contractor and subcontractor, the term Contractor in this Bond shall be deemed to be Subcontractor and the term Owner shall be deemed to be Contractor. § 16 Modifications to this bond are as follows: (Space is provided below for additional signatures of added parties, other than those appearing on the cover page.) CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) COmpany: (Corporate Seal) Signature: Name and Title: Address Signature: Name and Title: Address ®ke g ent 12r" o 010 Conforms with The American institute of Architects AiA Document 312 Payment Bond CONTRACTOR: (Name, legal status and address) Principal Legal Name Principal Addressl Principal City State 04092 OWNER, (Name, legal status and address) Obligee Legal Name Obligee Addressl Obligee City State zip CONSTRUCTION CONTRACT Date: 12/12/2013 Amount:1500000 Description: (Name and location) PP Bond Description BOND Date: 12/1312013 (Not earlier than Construction Contract Date) Amount: 1500000 Bond Number: 10000001 SURETY: (Name, legal status and principal place of business) Writing Co 1 Legal Name Writing Co 1 physical addressl Writing Co 1 physical City State Zip State of Inc: Writing Co 1 SOI Modifications to this Bond: [D None 0 See Section 18 CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: Principal Legal Name Writing Co 1 Legal Name (Corporate Seal) Signature: Signature: Name PP Signator Name PP Writing Co 1 AIF, Attorney -in -Fact And Title: And Title: (Any additional signatures appear on the last page of this Payment Bond) (FOR INFORMATION ONLY--- Name, address and telephone) ACsENT or BROKER: OWNER'S REPRESENTATIVE: Branch Office (Architect, Engineer or other parry: ) User office Physical Addressl User Office Physical City, State Zip 444444444 This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. Any singular reference to Contractor, Surety, Owner or other party shall be considered plural where applicable. § 1 The Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to the Owner to pay for labor, materials and equipment furnished for use in the performance of the Construction Contract, which is incorporated herein by reference, subject to the following terms. § 2 If the Contractor promptly makes payment of all sums due to Claimants, and defends, indemnifies and holds harmless the Owner from claims, demands, liens or suits by any person or entity seeking payment for labor, materials or equipment furnished for use in the performance of the Construction Contract, then the Surety and the Contractor shall have no obligation under this Bond. § 3 If there is no Owner Default under the Construction Contract, the Surety's obligation to the Owner under this Bond shall arise after the Owner has promptly notified the Contractor and the Surety (at the address described in Section 13) of claims, demands, liens or suits against the Owner or the Owner's property by any person or entity seeking payment for labor, materials or equipment furnished for use in the performance of the Construction Contract and tendered defense of such claims, demands, liens or suits to the Contractor and the Surety. § 4 When the Owner has satisfied the conditions in Section 3, the Surety shall promptly and at the Surety's expense defend, indemnify and hold harmless the Owner against a duly tendered claim, demand, lien or suit. § 5 The Surety's obligations to a Claimant under this Bond shall arise after the following: § 5.1 Claimants, who do not have a direct contract with the Contractor, .1 have furnished a written notice of non-payment to the Contractor, stating with substantial accuracy the amount claimed and the name of the party to whom the materials were, or equipment was, furnished or supplied or for whom the labor was done or performed, within ninety (90) days after having last performed labor or last furnished materials or equipment included in the Claim; and .2 have sent a Claim to the Surety (at the address described in Section 13). § 5.2 Claimants, who are employed by or have a direct contract with the Contractor, have sent a Claim to the Surety (at the address described in Section 13). § 6 If a notice of Dort -payment required by Section 5.1.1 is given by the Owner to the Contractor, that is sufficient to satisfy a Claimant's obligation to furnish a written notice of non-payment under Section 5.1.1. § 7 When a Claimant has satisfied the conditions of Sections 5.1 or 5.2, whichever is applicable, the Surety shall promptly and at the Surety's expense take the following actions: § 7.1 Send an answer to the Claimant, with a copy to the Owner, within sixty (60) days after receipt of the Claim, stating the amounts that are undisputed and the basis for challenging any amounts that are disputed; and § 7.2 Pay or arrange for payment of any undisputed amounts. § 7.3 The Surety's failure to discharge its obligations under Section 7.1 or Section 7.2 shall not be deemed to constitute a waiver of defenses the Surety or Contractor may have or acquire as to a Claim, except as to undisputed amounts for which the Surety and Claimant have reached agreement. If, however, the Surety fails to discharge its obligations under Section 7.1 or Section 7.2, the Surety shall indemnify the Claimant for the reasonable attorney's fees the Claimant incurs thereafter to recover any sums found to be due and owing to the Claimant. § 8 The Surety's total obligation shall not exceed the amount of this Bond, plus the amount of reasonable attorney's fees provided under Section 7.3, and the amount of this Bond shall be credited for any payments made in good faith by the Surety. § 9 Amounts owed by the Owner to the Contractor under the Construction Contract shall be used for the performance of the Construction Contract and to satisfy claims, if any, under any construction performance bond. By the Contractor furnishing and the Owner accepting this Bond, they agree that all funds earned by the Contractor in the performance of the Construction Contract are dedicated to satisfy obligations of the Contractor and Surety under this bond, subject to the Owner's priority to use the funds for the completion of the work. § 10 The Surety shall not be liable to the Owner. Claimants or others for obligations of the Contractor that are unrelated to the Construction Contract. The Owner shall not be liable for the payment of any costs or expenses of any Claimant under this Bond, and shall have under this Bond no obligation to make payments to, or give notice on behalf of, Claimants or otherwise have any obligations to Claimants under this Bond. § 11 The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related subcontracts, purchase orders and other obligations. § 12 No suit or action shall be commenced by a Claimant under this Bond other than in a court of competent jurisdiction in the state in which the project that is the subject of the Construction Contract is located or after the expiration of one year from the date (1) on which the Claimant sent a Claim to the Surety pursuant to Section 5.I.2 or 5.2, or (2) on which the last labor or service was performed by anyone or the last materials or equipment were furnished by anyone under the Construction Contract, whichever of (1) or (2) first Occurs. if the provisions of this Paragraph are void or prohibited by law, the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable. § 13 Notice and Claims to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the page on which their signature appears. Actual receipt of notice or CIaims, however accomplished, shall be sufficient compliance as of the date received. § 14 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions conforming to such statutory or other legal requirement shall be deemed incorporated herein. When so furnished, the intent is that this Bond shall be construed as a statutory bond and not as a common law bond. § 15 Upon request by any person or entity appearing to be a potential beneficiary of this Bond, the Contractor and Owner shall promptly furnish a copy of this Bond or shall permit a copy to be made. § 16 Definitions § 16.1 Claim. A written statement by the Claimant including at a minimum: .1 the name of the Claimant; .2 the name of the person for whom the labor was done, or materials or equipment furnished; .3 a copy of the agreement or purchase order pursuant to which labor, materials or equipment was furnished for use in the performance of the Construction Contract; .4 a brief description of the labor, materials or equipment furnished; .5 the date on which the Claimant last performed labor or last furnished materials or equipment for use in the performance of the Construction Contract; .6 the total amount earned by the Claimant for labor, materials or equipment furnished as of the date of the Claim; .7 the total amount of previous payments received by the Claimant; and .8 the total amount due and unpaid to the Claimant for labor, materials or equipment furnished as of the date, of the Claim. § 16.2 Claimant. An individual or entity having a direct contract with the Contractor or with a subcontractor of the Contractor to Furnish labor, materials or equipment for use in the performance of the Construction Contract. The term Claimant also includes any individual or entity that has rightfully asserted a claim under an applicable mechanic's lien or similar statute against the real property upon which the Project is located. The intent of the Bond shall be to include without limitation in the terms "labor, materials or equipment" that part of water, gas, power, light, heat, oil, gasoline, telephone service or rental equipment used in the Construction Contract, architectural and engineering services required for performance of the work of the Contractor and the Contractor's subcontractors, and all other items for which a mechanic's lien may be asserted in the jurisdiction where the labor, materials or equipment were furnished. § 16.3 Construction Contract. The agreement between the Owner and Contractor identified on the cover page, including all Contract Documents and all changes made to the agreement and the Contract Documents. § 16.4 Owner Default. Failure of the Owner, which has not been remedied or waived, to pay the Contractor as required under the Construction Contract or to perform and complete or comply with the other material terms of the Construction Contract. § 16.5 Contract Documents. All the documents that comprise the agreement between the Owner and Contractor. § 17 if this Bond is issued for an agreement between a Contractor and subcontractor, the term Contractor in this Bond shall be deemed to be Subcontractor and the term Owner shall be deemed to be Contractor. § 18 Modifications to this bond are as -follows: (Space is provided below for additional signatures of added parties, other than those appearing on the cover page.) CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: (Corporate Seal) Signature: _ Name and Title: Address Signature: Name and Title: Address WESTERN SURETY COMPANY August 30, 2019 Synagro 435 Williams Court; Suite 100 Baltimore, MD 21220 RE: Dryer Facilities for tbe'C'ity of Fort Worth, TX Estimated Contract_Price; $10 million To Whom It May Concern: We have had the pleasure of handling the bonding requirements for Andritz Separation Technologies, Inc. for many years. Surety bonds are issued by Western Surety Company, a CNA Financial operating company. We have extended bond commitments to them on individual projects in excess of $50 million and a total work program in excess of $125 milliori. These limits do not represent the maximum or minimum amount of bonding available to this firm; but are intended to facilitate the day to day handling of their bonding needs. If Performance and Payment Bonds are required on the captioned project, they can be provided with any required additional obliges, to include Syagro and the City of Fort Worth, TX, subject to normal underwriting considerations, issuance of an acceptable contract and.a request from our principal to issue the bonds. If you should need any additional infonnation, please feel free to contact us. Sincerely, Att�ey-in-t Senior Vice President Surety & Construction Services Phone: (518) 244-4284 Email: lcgarrity a rlcinsurance.com POWER OF ATTORNEY APPOINTING INDIVIDUAL ATTORNEY -IN -FACT Know All Men By These Presents, That WESTERN SURETY COMPANY, a South Dakota corporation, is a duly organized and existing corporation having its principal office in the City of Sioux Falls, and State of South Dakota, and that it does by virtue of the signature and seal herein affixed hereby make, constitute and appoint Arnold E Finaldi Jr, David W Cooper, Charlies R Daniels IH, Mark C Mickel, Kevin J Garrity, Christopher Terzian, Stephen J Donnelly, Audrey J Danielson, John C Tickner, Vikki L LaVean, Renee A Manny, Lori A Francett, Derek P Hannon, John F Murray Jr, Diane M Peligian, Jennifer Susan Vanat, Tanya M Volk, Mary Dixon, Milton H Kotin, Individually of East Greenbush, NY, its true and lawful Attorneys) -in -Fact with full power and authority hereby conferred to sign, seal and execute for and on its behalf bonds, undertakings and other obligatory instruments of similar nature W In Unlimited Amounts and to bind it thereby as fully and to the same extent as if such instruments were signed by a duly authorized officer of the corporation and all the acts of said Attorney, pursuant to the authority hereby given, are hereby ratified and confirmed. This Power of Attorney is made and executed pursuant to and by authority of the By -Law printed on the reverse hereof, duly adopted, as indicated, by the shareholders of the corporation. to Witness Whereof WESTERN SURETY COMPANY has caused these presents to be signed by its Vice President and its corporate seal to be hereto affixed on this 25th day of June, 2019. „uREr WESTERN SURETY COMPANY `r�opP0A����q= a+p+++ aul T. Bruflat, Vice President State of South Dakota 55 County of Minnehaha On this 25th day of June, 2019, before me personally came Paul T. Bruflat, to me known, who, being by me duly sworn, did depose and say: that he resides in the City of Sioux Falls, State of South Dakota; that he N the Vice President of WESTERN SURETY COMPANY described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to the said instrument is such corporate seal; that it was so affixed pursuant to authority given by the Board of Directors of said corporation and that he signed his name thereto pursuant to like authority, and acknowledges same to be the act and deed of said corporation. My commission expires J. iVIOHR K June 23, 2021 �WITH omaru . BFh� 0Wrm'uc OAx L J. Mohr, Notary Public CERTIFICATE 1, L. Nelson, Assistant Secretary of WESTERN SURETY COMPANY do hereby certify that the Power of Attorney heremabove set forth is still in force, and further certify that the By -Law of the corporation printed on the reverse hereof is still in force. In testimony whereof I have hereunto subscribed my name and affixed the seal of the said corporation this -37 V day of %�uCY s abiYa , $s°5us, �a}�,FOpq'co43 WESTERN SURETY COMPANY try rr n++ ""+� xuQnse L. Nelson, Assistant Secretary Form F4280-7-2012 C'ro to www.cnasurety.com > owner j Obligee Services > Validate Bond Coverage, if you want to verify bond authenticity. Cl/E R U, ES004R' 0245 POWER OF ATTORNEY EVEREST REINSURANCE SOMPANY GELAWARE KNOW ALL PERSONS BY THESE PRESENTS: That Everest Reinsurance Company, a corporation of the State of Delaware ("Company") having its principal office locates: at 477 Martinsville Road, Liberty Corner, New Jersey 07938, do hereby nor,iinate, constitute, aE,d appoiit: William G. Alorr.`ssey, Marisol Mcgfca, Kristin S. Genler, Apr l O. Perez, Jessi;a -annotta, `telly 0 Malley, Annette f udir, -)t its true and lawful Attorneys) -in -fact to make, execute, attest, seal and deliver for and on its behalf, as surety, and as its act and deed, where required, any and all bonds ar.d undertakings in the nature thereof, for the penal sure of no one of which is in any event ,o exceed UNLIMITED, reserving for itself ,he full power of substitution and revocation. Such bonds ai,d undertakings, vhen .lull executed by tie aforesairi At-,-)rne,r(s)-in-fact shall be binding upon the vompany as fully and to the same ex_a. ! as if such bonds an.' undertakings were signed by the President and Secretary of the Company and sealed with its corporate sea:. This Power of Attorney is gran,ed and is signed : y facsimile under ai,d by the authority of the following Resolutions adopted by the Board of Directors of Company ("Board") on the 28th e:ay of July 2016: RESOLVED, that the Ppsident, any Executive Vice President, and any Senior Oce President and Anthony Romano are hereby appointed by the Board as authorized to make, execute, seal and deliver for and on behalf of the Company, any & ;1 all bonds, undertakings, contracts or obligations in surety or co -surety with others and that the Secretary or any Assistant Secretary of the Company be and that each of them hereby is authorized to attest to the execution of any such bonds, undertakings, contracts or obligations in surety or co -surety and attach thereto the corporate seal of the Company. RESOLVE 1, FURFHE7, that the President, any Fxecutive Vice President, and any Senior Vice President and Anthany Romano are hereby authorized to execute powers of attomey vua*iny the attomey named in the given power o attorney t.a execute, on behalf of the Company, bonds and undertakings i.i surety or co -surety with others, and that the Secretary or any Assistan. Secretary of the C.)mpany he, and thst each of them is herabl authorized to attest the execution of any such power of attorney, and to attac.t thereto the corporate seat of the Company. RESOLVED, FURTHER, that the signature of such officers named in the preceding resolutions and the corporf to seal of the Company may be affixed to such powers of attorney or to any certificate relating thereto by facsimile, and any such power of attorney or certificate bearing such facsimile signatures or facsimile seat shall be thereafter valid and binding upon the Company with respect to any bond, undertaking, contract or obligation in surety or co -surety •vith others to -v: rich it is attached. IN WITNESS WHEREOF, Everest Reinsurance Company has caused their corporate seals to be affixed hereto, and these presents to be signed by their duly authorized officers this 28th day of July 2016. Attest: Nicole Chase, Assistant Secretary Everest Reinsurance Company ay: Anthony Romano, Vice President On this 28th day of July 2016, before me personally came Anthony Rcmano, known to me, who, being duly sworn, dic: execute the above instrument; that he knows :he seal of said Company; that the seal affixed to the aforesaid instrument is such corporate seal and was affixed thereto; and that he executed said instrument by like order. LINDA ROBINS � Notary Fublic, State of New York No 01 R06239736 ~.1� Qualified in Queens County Term Expires r..prir 26, 2023 Linda Robins, Notary Public 'N WI NFSS WHEREOF, I have :iereunto set my hens' and affixed the sear of said Company, at the Liberty Corner, this da- of - — 20 EVEREST REINSURANCE COMPANY STATEMENTS OF FINANCIAL CONDITION ASSETS Bonds Stocks Short-term investments Other invested assets Gash and cash equivalents Accounts receivable -premium balances Reinsurance recoverable Other assets Total Assets LIABILITIES Loss and loss adjustment expense reserve Unearned premium reserve Ceded reinsurance premium payable (net of ceding commission) Reserve for commissions, taxes and other liabilities Total Liabilities SURPLUS AND OTHER FUNDS Common capital stock Contributed Surplus Unassigned surplus Total capital and surplus Total Liabilities and Surplus December 31, 2018 2017 $ 5,803,284,6O2 524,520,092 997,767 2,138,471,309 333,472,347 1,817,305,389 380,867,637 820,251,843 $ 11,819,170,986 $ 5,504,827,165 1,507,245,585 318,111,587 838,392,552 $ 8,168,576,889 $ 10,000,000 2,462,669,168 1,177,925,929 $ 3,650,594,097 $ 11,819,170,986 bonds and stocks are valued on a basis promulgated by the National Association of Insurance Commissioners $ 3,672,234,234 451,346,228 2,238,399,502 243,245,188 1,583,153,684 612,084, 447 685,600,063 $ 9,486,063,346 $ 3,661,132,517 1,310,324,727 494,144,179 6.28,609,659 $ 6,094,211,082 $ 10,000,000 987,509,603 2,394,342,661 $ 3,391,852,264 $ 9,486,063,346 P n Signed befe the by Margaret Horn, Vice President, this �F day of ' 2019 1• � f 7A Ll �- [_. °I kSJ Travelers Bond 215 Shuman Blvd. Naperville. IL 60563 Telephone. (630) 961-7052 Fax: (630) 961-7020 August 15, 2019 City of Fort Worth Attn: David R. Townsend, P.E. Facilities Engineering Manager City of Fort Worth Purchasing Division 200 Texas Street Fort Worth, Texas 76102 Re: Biosolids Management and Beneficial Reuse from the Village Creek Water Reclamation Facility City Project No.101961 Dear Mr. Townsend: Travelers Casualty and Surety Company is the surety company for Archer Western Construction, LLC. We are very familiar with the operations and qualifications of this contractor and are pleased to recommend it as a professional, well -financed construction company. Travelers Casualty and Surety Company is currently providing Archer Western Construction, LLC with bonding support of $400 million dollars on single contracts and $S billion dollars for an aggregate work program. If awarded the above project, Travelers Casualty and Surety Company intends to issue dual obligee performance and payment bonds naming both Synagro and the City of Fort Worth as obligees on the bond from Archer Western Construction, LLC. Please be advised that any request or issuance of bonds is subject to the review and approval of all contract terms, conditions and bond forms. The representations contained in this letter will expire in 120 days. Travelers Casualty and Surety Company is authorized to transact business in all fifty (50) states with a Treasury Listing of $425,039,000 and is rated A++ XV by A.M. Best Company. Should you have any questions, or need additional information, please feel free to contact me. Yours truly, Travelers Casualty and Surety Company By: /-0,1AJ^— (Seal) atricia Collins, Attorney -in -Fact Rtate of Illinois aunty of Coop On this 5 day of September , 2019, before me personally appeared Patricia Collins, known to me to be the Attorney -in -Fact of TRAVELERS CASUALTY AND SURETY COMPANY, the corporation that executed the within instrument and acknowledged to me that such corporation executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first written above. Sh ryl`Solomon Travelers Casualty and Surety Company of America 1-� Travelers Casualty and Surety Company St. Paul Fire and Marme Ins"fiance Company POWER OF ATTORNEY n,.JW ALL MIEN BY THESE PRESENTS: That Travelers Casualty and Surety Company of America, Travelers Casualty and Surety Company, and St. Paul Fire and Marine Insurance Company are corporations duly organized under the laws of the State of Connecticut (herein collectively called the "Companies"), and that the Companies do hereby make, constitute and appoint Patricia Collins of Chicago, Illinois, their true and lawful Attorney -in -Fact to sign, execute, seal and acknowledge any and all bonds, recognizances, conditional undertakings and other writings obligatory inthe nature thereof on behalf of the Companies in their business of guaranteeing the fidelity of persons, guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law. IN WITNESS WHEREOF, the Companies have caused this instrument to be signed, and their corporate seals to be hereto affixed, this 3rd day of February, 2017. es. �p� � o* t: aka ►G��° CONM. £ Rath. ••.m^ � �� yam � �f State of Connecticut - f By: - City of Hartford ss. ✓Robert L. Raney, Sefti`or Vice President On this the 3rd day of February, 2017, before me personally appeared Robert L. Raney, who acknowledged himself to be the Senior Vice President of Travelers Casualty and Surety Company of America, Travelers Casualty and Surety Company, and St. Paul Fire and Marine Insurance Company, and that he, as such, being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing on behalf of the corporations by himself as a duly authorized officer. In Witness Whereof, I hereunto set my hand and official seal. a y My Commission expires the 30th day of June, 2021 Mane C. Tetreault, Notary Public This Power of Attorney is granted under and by the authority of the following resolutions adopted by the Boards of Directors of Travelers Casualty and 'y Company of America, Travelers Casualty and Surety Company, and St. Paul Fire and Marine Insurance Company, which resolutions are now in arce and effect, reading as follows: RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President, any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary may appoint Attorneys -in -Fact and Agents to act for and on behalf of the Company and may give such appointee such authority as his or her certificate of authority may prescribe to sign with the Company's name and seal with the Company`s seal bonds, recognizances, contracts of indemnity, and other writings obligatory in the nature of a bond, recognizance, or conditional undertaking, and any of said officers or the Board of Directors at any time may remove any such appointee and revoke the power given him or her; and it is FURTHER RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President may delegate all or any part of the foregoing authority to one or more officers or employees of this Company, provided that each such delegation is in writing and a copy thereof is filed in the office of the Secretary; and it is FURTHER RESOLVED, that any bond, recognizance, contract of indemnity, or writing obligatory in the nature of a bond, recognizance, or conditional undertaking shall be valid and binding upon the Company when (a) signed by the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary and duly attested and sealed with the Company's seal by a Secretary or Assistant Secretary; or (b) duly executed (under seal, if required) by one or more Attorneys -in -Fact and Agents pursuant to the power prescribed in his or her certificate or their certificates of authority or by one or more Company officers pursuant to a written delegation of authority; and it is FURTHER RESOLVED, that the signature of each of the following officers: President, any Executive Vice President, any Senior Vice President, any Vice President, any Assistant Vice President, any Secretary, any Assistant Secretary, and the seal of the Company may be affixed by facsimile to any Power of Attorney or to any certificate relating thereto appointing Resident Vice Presidents, Resident Assistant Secretaries or Attorneys -in -Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof, and any such Power of Attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding on the Company in the future with respect to any bond or understanding to which it is attached. 1, Kevin E. Hughes, the undersigned, Assistant Secretary of Travelers Casualty and Surety Company of America, Travelers Casualty and Surety Company, and St. Paul Fire and Marine Insurance Company, do hereby certify that the above and foregoing is a true and correct copy of the Power of Attorney executed by said Companies, which remains in full force and effect. Dated this 5 day of September , 2019 �OOPi. tt y Eai�Q. Kevin E. Hughes, Assig taut Secretary To verify the authenticity of this Power ofAttorn, ey, please call us at 800-421-3880, Please refer to the above -named Alttorney-in Fact and €fae details of the bond to which the power is attached. Michael L. King Account Executive Officer Travelers Bond & Specialty Insurance Commercial Surety (443) 353 - 2351 (888) 336-9171 (fax) inikingo,,travelers.com (email) 111 Schilling Road Hunt Valley, MID August 29, 2019 Re; Bond/Surety Program Pre -Qualification City of Fort Worth, VCWRF Biosolids Management Project Dear Sir/Madam: It has been the privilege of Travelers Casualty and Surety Company of America ("Travelers")' to provide surety bonds for Freese and Nichols, Inc. It is our opinion that Freese and Nichols, Inc. is qualified to perform their portion of the captioned project above, which we understand has an estimated value of approximately $3,000,000 to $5,000,000; This excludes work performed under the Management Services portion of the contractlagreement. At their request we will give favorable consideration to providing the required performance and payment bonds; We also state that we are willing and able to write the bond with a dual obligee. Please note that the decision to issue performance and payment bonds is a matter between Freese and Nichols, Inc. and Travelers, and will be subject to our standard underwriting at the time of the final bond request, which will include but not be limited to the acceptability of the contract documents, bond forms and financing. We assume no liability to third parties or to you if for any reason we do not execute said bonds. If you have any questions or need any additional information, please do not hesitate to contact me. Sincerely, Travelers Casualty and Surety Company of America ' Travelers Casualty and Surety Company of America is rated A++ (Superior) by A.M. Best Financial Size Category XV ($2.0 Billion or greater). A.M. Best's rating of A++ applies to certain insurance subsidiaries of Travelers that are members of the Travelers Insurance Companies pool; other subsidiaries are included in another rating pool or are separately rated. For a listing of companies rated by A.M_ Best and other rating services visit www.travelers.com. Ratings listed herein are as of October 31, 2018, are used with permission, and are subject to changes by the rating services. For the latest rating, access www.ambest.com. Thomas Bo Noonan Vice President Marsh USA, Inc. 1166 Avenue of the Americas New York, IVY 10036 +1 212-345-0060 www.marsh.com August 15, 2019 City of Fort Worth Attn: David R. Townsend, P.E, Facilities Engineering Manager, City of Fort Worth Purchasing Division 200 Texas Street Fort Worth, Texas 76102 Re: Biosolids Management and Beneficial Reuse from the Village Creek Water Reclamation Facility Mr. Townsend: Synagro of Texas — CDR, Inc. has submitted herewith a Proposal in response to the City of Fort Worth, Biosolids Management and Beneficial Reuse from the Village Creek Water Reclamation Facility (Project) Request for Proposals (RFP) to provide permitting, design, construction, commissioning, acceptance testing, operation, and maintenance of the Project. The most advantageous Proposer will enter into an Agreement to cause the Project to meet certain Performance Guarantee requirements, and to comply with all applicable permits, licenses, approvals and other Applicable Law, and to provide related and ancillary services, all as defined and described in the RFP, and covered by the Proposal submitted by the Proposer in response thereto, which Proposal is made a part hereof. The insurance company has reviewed the Proposer's Proposal and the RFP, which will together form the basis of the Agreement. The insurance company hereby certifies that it intends to provide all Required Insurance set forth in Draft Service Agreement, Article XVI, Sections 16.1 A and B and 16.2 in the event the Proposer is selected for final negotiations and execution of the Agreement. Please note that the insurance company assumes no liability by issuance of this letter and is willing to cover the contract provided it is under the current terms, conditions, and exclusions of the current policy in place with Synagro Technologies, Inc. Prior to the assumption of any liability, the insurance company reserves the right to review final terms and conditions of any proposals, contract documents, and other underwriting considerations at the time the contract is awarded. 1 1 AME & COUGH September 4, 2019 City of Fort Worth Attn: David R. Townsend, P.E, Facilities Engineering Manager, City of Fort Worth Purchasing Division 200 Texas Street Fort Worth, Texas 76102 Re: Biosolids Management and Beneficial Reuse from the Village Creek Water Reclamation Facility Mr. Townsend: Freese and Nichols, Inc. has submitted herewith a Proposal in response to the City of Fort Worth, Biosolids Management and Beneficial Reuse from the Village Creek Water Reclamation Facility (Project) Request for Proposals (RFP) to provide permitting, design, construction, commissioning, acceptance testing, operation, and maintenance of the Project. The most advantageous Proposer will enter into an Agreement to cause the Project to meet certain Performance Guarantee requirements, and to comply with all applicable permits, licenses, approvals and other Applicable Law, and to provide related and ancillary services, all as defined and described in the RFP, and covered by the Proposal submitted by the Proposer in response thereto, which Proposal is made a part hereof. The insurance company has reviewed the Proposer's Proposal and the RFP, which will together form the basis of the Agreement. The insurance company hereby certifies that it intends to provide all Required Insurance set forth in Draft Service Agreement, Article XVI, Sections 16.1 A and B and 16.2 in the event the Proposer is selected for final negotiations and execution of the Agreement. Please let us know if you if you have any questions. Sincerely, Michael B. Heatwole, CPCU Ames & Gough Senior Vice President AON Aon Risk lei -vices Central, Inc. Illinois Division August 26, 2019 City of Fort Worth Attn: David R. Townsend, P-E, Facilities Engineering Manager, City of Fort Worth, Purchasing Division 200 Texas Street Fort Worth. Texas 76102 Re: BiosoIids Management and Beneficial Reuse from the Village Creels Water Reclamation Facility Mr. Townsend: Archer Western Construction Company, LLC (Proposer) has submitted herewith a Proposal in response to the City of Fort Worth, Biosolids Management and Beneficial Reuse from the Village Creek Water Reclamation Facility (Project) Request for Proposals (RFP) to provide permitting, design, construction, commissioning, acceptance testing, operation, and maintenance of the Project. The most advantageous Proposer will enter into an Agreement to cause the Project to meet certain Performance Guarantee requirements, and to comply with all applicable permits, licenses, approvals and other Applicable Law, and to provide related and ancillary services, all as defined and described in the RFP, and covered by the Proposal submitted by the Proposer in response thereto, which Proposal is made a part hereof. The Insurance Broker has reviewed the Proposer's Proposal and the RFP, which will together form the basis of the Agreement. The Insurance Broker hereby certifies that it intends to provide all Required Insurance set forth in Draft Service Agreement, Article XVI, Sections 16.1 A and B and 16.2 in the event the Proposer is selected for final negotiations and execution of the Agreement. Sincerely, Richard SZCP�C�U,ARM Senior Vice President-- Strategic Account Manager Construction Practice Group 312-381-4380 rick.subak@aon.com Aon Risk Services Central, Inc_ — Illinois Division 200 East Randolph Street • 121h Floor • Chicago. Illinois 60601 tel: 312.381.1000 • fax: 312.381.0289 Thomas H. Noonan Vice President Marsh USA, Inc. 1166 Avenue of the Americas New York, NY 10036 +1 212-34.5-0060 www.marsh.com August 15, 2019 City of Fort Worth Attn: David R. Townsend, P.E, Facilities Engineering Manager, City of Fort Worth Purchasing Division 200 Texas Street Fort Worth, Texas 76102 Re: Biosolids Management and Beneficial Reuse from the Village Creek Water Reclamation Facility Mr. Townsend: Synagro of Texas — CDR, Inc. has submitted herewith a Proposal in response to the City of Fort Worth, Biosolids Management and Beneficial Reuse from the Village Creek Water Reclamation Facility (Project) Request for Proposals (RFP) to provide permitting, design, construction, commissioning, acceptance testing, operation, and maintenance of the Project. The most advantageous Proposer will enter into an Agreement to cause the Project to meet certain Performance Guarantee requirements, and to comply with all applicable permits, licenses, approvals and other Applicable Law, and to provide related and ancillary services, all as defined and described in the RFP, and covered by the Proposal submitted by the Proposer in response thereto, which Proposal is made a part hereof. The insurance company has reviewed the Proposer's Proposal and the RFP, which will together form the basis of the Agreement. The insurance company hereby certifies that it intends to provide all Required Insurance set forth in Draft Service Agreement, Article XVI, Sections 16.1 A and B and 16.2 in the event the Proposer is selected for final negotiations and execution of the Agreement. Please note that the insurance company assumes no liability by issuance of this letter and is willing to cover the contract provided it is under the current terms, conditions, and exclusions of the current policy in place with Synagro Technologies, Inc. Prior to the assumption of any liability, the insurance company reserves the right to review final terms and conditions of any proposals, contract documents, and other underwriting considerations at the time the contract is awarded. S' erely, R ®n7aS ®�Bai1 Vice President Marsh USA, Inc. nls & Gown September 4, 2019 City of Fort Worth Attn: David R. Townsend, P.E, Facilities Engineering Manager, City of Fort Worth Purchasing Division 200 Texas Street Fort Worth, Texas 76102 Re. Biosolids Management and Beneficial Reuse from the Village Creek Water Reclamation Facility Mr. Townsend: Freese and Nichols, Inc. has submitted herewith a Proposal in response to the City of Fort Worth, Biosolids Management and Beneficial Reuse from the Village Creek Water Reclamation Facility (Project) Request for Proposals (RFP) to provide permitting, design, construction, commissioning, acceptance testing, operation, and maintenance of the Project. The most advantageous Proposer will enter into an Agreement to cause the Project to meet certain Performance Guarantee requirements, and to comply with all applicable permits, licenses, approvals and other Applicable Law, and to provide related and ancillary services, all as defined and described in the RFP, and covered by the Proposal submitted by the Proposer in response thereto, which Proposal is made a part hereof. The insurance company has reviewed the Proposer's Proposal and the RFP, which will together form the basis of the Agreement. The insurance company hereby certifies that it intends to provide all Required Insurance set forth in Draft Service Agreement, Article KVI, Sections 16.1 A and B and 16.2 in the event the Proposer is selected for final negotiations and execution of the Agreement. Please let us know if you if you have any questions. Sincerely, Michael B. Heatwole, CPCU Ames & Gough Senior Vice President .ion Risk Ser idees Central Inc. Illinois Division August 26, 2019 City of Fort Worth Attn: David R. Townsend, RE, Facilities Engineering Manager, City of Fort Worth, Purchasing Division 200 Texas Street Fort Worth. Texas 76102 Re: Biosolids Management and Beneficial Reuse from the Village Creep Water Reclamation Facility Mr. Townsend: Archer Western Construction Company, LLC (Proposer) has submitted herewith a Proposal in response to the City of Port Worth, Biosolids Management and Beneficial Reuse from the Village Creek Water Reclamation Facility (Project) Request for Proposals (RFP) to provide permitting, design, construction, commissioning, acceptance testing, operation, and maintenance of the Project. The most advantageous Proposer will enter into an Agreement to cause the Project to meet certain Performance Guarantee requirements, and to comply with all applicable permits, licenses, approvals and other Applicable Law, and to provide related and ancillary services, all as defined and described in the RFP, and covered by the Proposal submitted by the Proposer in response thereto, which Proposal is made a part hereof. The Insurance Broker has reviewed the Proposer's Proposal and the RFP, which will together form the basis of the Agreement. The Insurance Broker hereby certifies that it intends to provide all Required Insurance set forth in Draft Service Agreement, Article XVI, Sections 16.1 A and B and 16.2 in the event the Proposer is selected for final negotiations and execution of the Agreement. Sincerely, 'r ZCPCU, !� i Richard S,ARM Senior Vice President— Strategic Account Manager Construction Practice Group 312-381-4380 rick.subak@aon.com Aon Risk Services Central, Inc. — Illinois Division 200 East Randolph Street • 121' Floor • Chicago. Illinois 60601 tel: 312.381.1000 • fax: 312.381.0289 City of Fort; Worth Volume 1 RFP Schedule 3 — Technical Proposal Submission Forms VCWRF Biosolids Management Project Technical Proposal Submittal Form 4 Specific�F � ions of Major Equiprnunt/Sysierroso) (Copy and complete this form for all Major Equipment/Systems. Attach additional pages if necessary) General Information Pro osereSpecific Information Name of Equipment/Systern MOVING BED BiOFILM REACTOR, MBBR (If Required) Manufacturer WORLD WATER WORKS Country of Manufacturer U.S.A. Identification/Model No. TBD Number of Units 2 BASINS WITH MEDIA AND RETENTION SYSTEMS, 5 AERATION BLOWERS, AND DIFFUSER SYSTEMS Analytical/instrumentation Requirements REQUIRED ANALYTICAL AND INSTRUMENTATION WITHIN EQUIPMENT SCOPE OF SUPPLY Control Description CONTINUOUS OPERATION WITH AUTOMATIC BLOWER CONTROL BASED ON MEASURED DISSOLVED OXYGEN Design/Operational Parameters2 Proposer -Specific Information' Unit Capacity Size/Dimensions Power RequirementsNoltage 1500 LBIDAY AMMONIA OXIDATION CAPACITY (PER BASIN) 40' X 55' X 21'SWD PER BASIN 3PH 480V, 125 HP PER BLOWER 1PH 110V 20A FOR ANCILLARY EQUIPMENT 7 City of kart Worth Volume 1 RFP Schedule 3 — Technical Proposal Submission Forms VCWRF Blosollds Management Project echnical Proposal Submittal Form 4 Spec 1fications of major E uiprnont/ ystesm (Copy and complete this form for all Major EquipmentfSystems. Attach additional pages if necessary) General Information Proposer -Specific Information Name of Equipment/System ODOR CONTROL SYSTEM, CHEMICAL SCRUBBERS Manufacturer DANIEL COMPANY, MET -PRO CORPORATIONIDUALL DIVISION, OR APPROVED EQUAL, Country of Manufacturer U.S.A. Identification/Model No. TBD Number of Units 1 -2 STAGE UNIT Analytical/Instrumentation Requirements REQUIRED ANALYTICAL AND INSTRUMENTATION WITHIN EQUIPMENT SCOPE OF SUPPLY Control Description CONTINUOUS FAN OPERATION WITH AUTOMATIC CHEMICAL FEED RECIRCULATION, AND WASTING CONTROL. Design/Operational Parameters2 Proposer -Specific Information' Unit Capacity Size/Dimensions Power RequirementsNoltage 9200 CFM (MIN), >99% REMOVAL OF AMMONIA AND HYDROGEN SULFIDE 27'X 36' MAX FOOTPRINT 3PH 980V, 75 AMPS (MAX)TO MAIN CONTROL PANEL 7 City of Fort Worth Volume 1 RPP Schedule 3 — Technical Proposal Submission Forms VCWRP Biosolids Management Project fechnicai Proposol Submittal Form 4. Specif cik,ns o; H� qrw ; o uip entisyste sol (Copy and complete this form for all Major Equipment/Systems. Attach additional pages if necessary) General Information Proposer -Specific Information Name of Equipment/System DRYER BUILDING LIFT STATION (RETURN FLOW PUMP STATION) Manufacturer XYLEM (FLYGT), KSB, OR APPROVED EQUAL Country of Manufacturer GERMRNY OR U.S.A. IdentificationlModel No. TBD Number Of Units 3 SUBMERSIBLE PUMPS Analytical/Instrumentation Requirements LEVEL INDICATION, SUBMERSIBLE MOTOR PROTECTION, DISCHARGE FLOW MEASUREMENT Control Description MANUAL INITIATION COORDINATED WITH DRYER OPERATION. AUTOMATED SPEED CONTROL TO MAINTAIN FLOW SETPOINT. Design/Operational ParameterS2 Proposer -Specific Information' Unit Capacity Size/Dimensions Power Requirements/Voltage 700 GPM @ 50' TDH (EACH) 9'X 9' WETWELL INSIDE DIMENSIONS 3PH 48OV, UP TO 25 HP EACH PUMP 7 City of Fort Worth Volume 9 RFP Schedule 3 — Technical Proposal Submission Forms VCWRF Biosolids Management Project Technical Pr®,%"saI Submittal Form 4 (Copy and complete this form for all Major EquipmentlSystems. Attach additional pages if necessary) General Information Propose r-S ecific Information Name of Equipment/System Centrifuge Feed Pumps (Progressive cavity pumps) Manufacturer SEEPEX and ANDRITZ SEPARATION Country of Manufacturer German r and United States Identification/Model No. BN 70-61-S / Al-Cl-1_8-FO-GA Number of Units Four 4 Analyticalllnstrumentation Requirements Tank level continuously monitored (requires flooded suction) Inlet and outlet pressure continuously monitored Control Description Each pump dedicated to one of the four installed centrifuges. Pump speed set by operations On -board run -dry protection Desi n/® erational Parameters` Proposer -Specific Information,' Unit Capacity 270 US GPM at 3% DS 350 US GPM at 2% DS Size/Dimensions Nominal 96" x 20" skid I Power Requirements/Voltage t 15 HP/460V /.Variable Frequency 7 City of Fort Worth Volume t RFP Schedule 3 — Technical Proposal Submission Forms VICWRF Biosolids Management Project (Copy and complete this form for all Major EquipmentlSystems. Attach additional pages if necessary) General Information Proposer -Specific Information Dame of EquipmentfSystern Polymer (Feed System Emulsion only) Manufacturer ANDRITZ SEPARATION and VeloD ne, orequal Country of Manufacturer United States Identification/Model No. Two (2) VeloBlend Model VM-60P-6000-Rw-1-A-2 Liquid Polymer Blending System, each with one (1) polymer mixing chamber, one (1) neat polymer metering pump, one (1) dilution water assembly, and discharge assembly, and one (1) NEMA 4X control panel. All mounted n a 304 SST skid Number of Units Four (4) Solution Metering Pump / Post Dilution System Skid and aging tank and controls Analytical/instrumentation Requirements All necessary instrumentation including meters and level sensors Control Description The control system shall be designed to precisely control polymer flow in proportion to dilution water flow (water master) based on an operator input of desired solution concentration Desi nfO erational Parameters_` Proposer -Specific Informations Unit Capacity Polymer Flow Range: 0.5 to 10 GPH Dilution Water Flow: 240 to 2400 GPH Size/Dimensions VeloBlend unit nominal 48" x 24" skid Aging tank, 8,000 gallons - 120" ID x 165" Straight Side. 185" Overall Height Power RequirementsNoltage Solution metering pump 4 x 5 HP 480V 60 HZ City of Fort Worth Volume 1 RFP Schedule 3 — Technical Proposal Submission Forms VCWRF Diosolids Management Project Technical Proposal Submittal Form 4 Specifications ®f Major l= ulpmen-USysio sv) (Copy and complete this form for all Major Equipment/Systems. Attach additional pages if necessary) General Information Proposer -Specific Information Name of Equipment/System Dewatering Centrifuges The centrifuge design is horizontal, solid bowl, continuous feed, scroll conveyor type. A high performance conveyor utilizing disc technology. Regenerative back drive. Manufacturer ANDRITZ SEPARATION Country of Manufacturer United States Identification/Model No. D7LL Number of Units Four 4 Analyticallinstrumentation Requirements Control Description The control system shall be complete with two (2) industrial grade control panels; a Centrifuge Operator Panel (COP) and a Centrifuge Starter Panel (CSP). The COP shall be UL508A listed. Main internal control components shall consist of: Programmable Logic Controller (PLC), surge suppressor, power supply, Ethernet switch, control relays, and terminal points for interconnection with ancillary equipment. Centrifuge Starter Panel (CSP) The CSP shall be UL508A listed. The CSP shall include a main circuit breaker with a disconnect handle that can be locked in the off position. The main circuit breaker shall be a 22,000 symmetrical amp thermal magnetic breaker sized in accordance with centrifuge system requirements. Main control components shall consist of variable frequency drive controller with short-circuit and overload protection for bowl and scroll motors, power line reactor, DC bus fuses equipped with blown fuse switches and a control transformer for powering auxiliary components and power for the Centrifuge Operator Panel (COP). he CSP panel shall operate from a 480V AC, 3 phase. Each centrifuge VFD shall be Allen-Bradley 750 series Unit Capacity 1270 USGPM at 3% and 350 US' —'-PM at 2%DS SizelDimensions Diameter (Inches) - 29.5 Maximum Operating Speed (R.P.M.) - 2,680 Force (G) - 3,000 Overall Length (Inches) - 229 Overall Width Inches - 72 1 City of Fort Worth . Volume 1 RFP Schedule 3 — Technical Proposal Submission Forms VCWRF Biosolids Management Project Overall Height (inches) - 79 Dry Weight Lbs. - 29,532 Power RequirernentsNoltage Total Connected Load (HP) - 150 Secondary Drive Motor (HP) - 40 Dewatered Cake Conveyors i Refer PI-CF'G-02A and 02B and ME-102 Each centrifuge will have inclined 14" DIA. shaftless screw conveyors in 316 SST at outlet with 181 DIA, (common to two) shaftless transfer screw conveyors for delivery to the drver wet material bin. 10 City of Fort Worth Volume 1 RFP Schedule 3 m Technical Proposal Submission Forms VCWRF Biosolids Management Project Teehnicaf ProposalSubmittal itta3 Form 4 r.eCii fi a,§L; _ls of Major EquiPmont/Systuemso) (Copy and complete this form for all Major Equipment/Systems. Attach additional pages if necessary) General Information Proposer -Specific Information Name of Equipment(Systern Drum Drying System Manufacturer ANDRITZ SEPARATION Country of Manufacturer United States Drum — Austria Identification/Model No. DDS-140 direct fired with process gas recirculation and Full Backrnix Technology Number of Units One 1 Analytical/Instrumentation Requirements Refer P& I drawings PI-000 through PI-601 (18 drawings) Control Description Refer P1-601 for Control System Architecture All controls via Ethernet enabled AB MCC and Control Lo ix PC with PC based human machine interface Design/Operational (Parameters` Pro oser-S ecific Information3 Unit Capacity 14 metric ton/hour (30,856 Ib. /hour) water evaporation rate. Size/Dimensions Refer ME-102- facility building dimension 148' x 82' x 80' nominal wall height to incorporate bridge crane Power Requirements/Voltage Total Installed power — 1,965 kW including centrifuges, nitrogen generation, RTO and condenser recirculation and cooling systems 11 City of Fort Worth Volume t RFP Schedule 3 — Technical Proposal Submission Forms VCWRF Biosolids Management Project 1 cchnacai Proposal Submittal F®rra 4 pec;ficati ns of Major 1'q- Eon,.: !ZVstemsol (Copy and complete this form for all Major Equipment/Systems. Attach additional pages if necessary) General Information Proposer -Specific Information Name of Equipment/System Dry Product Storage Manufacturer ANDRITZ SEPARATION_, CST Storage, or equal. Country of Manufacturer United States Identification/Model No. Bolted Tec-Tank 30' diameter x 88' eave height Number of Units Two 2 Analytical/Instrumentation Requirements Temperature, pressure, level oxygen content (continuously inertized with nitrogen) Control Description Filled from dryer dense phase pneumatic conveying system after cooling. Bulk truck loading with facilities for pellet oiling system to contain dust generated through storage. Dust collection on truck loading spout via fabric filter, exhausted to Odor Controls stem chemical Unit Capacity 30,000 ft3 each with 250 angle of repose -- 675 tons at 45 lbs/ft3 Size/Dimensions 32' inside diameter 90.3" eave height from base of support 28.17' approximate straight wall storage height 7.25' allowed for explosion panels 12' x 24' truck drive through openings in silo skirt Power RequirementsNoltage < 3 HP drives on all components 12 City of Fort Worth Volume 1 RFlP schedule 3 — Technical Proposal Submission Forms VCWRF Biosolids Management Project ethic thoMs of lWaPr Equip ent/ yste so) (Copy and complete this form for all Major Equipment/Systems. Attach additional pages if necessary) General Information Pr000aer-Specific Information Name of EquipmentlSystem Re enerative Thermal Oxidizer RT® Manufacturer ANDRITZ SEPARATION and NESTEC, orequal Country of Manufacturer United States Identification/Model No. 5 MM BTUIh - 17,500 ACFM two 2 chamber Number of Units One 1 Analytical/instrumentation Requirements Temperature, flow and pressure refer PI - Control Description Thermal Oxidation temperature of 1,450 - 1800°F for >1 second VFD controlled ID fan maintains —1" WC at inlet Unit Capacity 17,500 ACFM, 98% destruction efficiency of 12 Ibslhr of VOC SizelDimensions Skid 26' x 16' x 30' overall height Stack to extend 10' above dryer building ridge. Power Requirements/Voltage RTO ID fan 125 HP 13 City of Fort Worth Volume 9 RFP Schedule 3 — Technical Proposal Submission Forms VCWRF Biosoiids Mananement Prolect I ech"ical Proposal Stibmithal Form Specifications of Major E unipme v ystems,, (Copy and complete this form for aff Major Equipment/Systems. Attach additional pages if necessary) General Information Proposer -Specific Information Name of Equipment/System Condensate Recycle System Manufacturer ANDRITZ SEPARATION Country of Manufacturer United States Identification/Model No. Custom plant, 1,200 US GOPM with 10.5 MW cooling tower capacity Number of Units One (1) system (includes duty/stand-by plate and frame heat exchangers) Analytical/Instrumentation Requirements Temperature, level Control Description Cooling tower is controlled to deliver a constant heat rejection on a plant water -based cooling loop Purge from condensing circuit is discharged to small buffer tank and pumped to the disc separator skid — solids are pumped to the dewatered cake bin.and very low solids filtrate are discharged to the effluent it for return to WWTP Unit Capacity 1,200 US GPM at (nom.) 85°F, with 60 USGPM make-up plant water and 125 USGPM purge (includes evaporated water) latter to be processed in ANDRITZ CAV-201 disc separator Size/Dimensions Plate and Frame HX Cooling tower Disc Separator skid { Power RequirementsNoltage I included in Drum Dryer Power requirements 14 City of Fort Worth Volume 1 RFP Schedule 3 -- Technical Proposal Submission Forms VCWRF Riosolids Management Project ` ochnic l � r2opwal Submith , r. rm 5 D- ra ,frogs, Na�_1gvr r? , Pl r� and Irrilormation Checklist This form provides a checklist that shall be used by the Proposer to demonstrate that all required drawings, diagrams, plans and information are included in Proposal. Proposers may add additional drawings, diagrams, color renderings, and graphics to this list as needed to fully describe their Proposal. ✓ Site plan(s) for upgrades ✓ Process flow diagrams for major treatment systems ✓ Process plan(s) and section(s) ✓ Coordination of major equipment installation with Management Period activities ✓ Construction site plan(s) ✓ Conceptual drainage plan ✓ Architectural plan(s), section(s), rendering(s) (including facades), and site plan(s) ✓ Structural plan(s) and section(s) ✓ Building systems plan(s) and section(s) ✓ Power distribution plan(s) ✓ Electrical one -line drawing ✓ Instrumentation and control (I&C) drawing ✓ Transition Plan' ✓ Transition Period Schedule' ✓ Preliminary Design -Build Work Schedule' ✓ Preliminary Construction Plan' ✓ Preliminary Quality Management Plan' ✓ Sample Monthly Progress Report Outline, Design -Build Period' ✓ Preliminary Operation and Maintenance Plan' ✓ Preliminary Acceptance Test Plan' ✓ Preliminary Asset Management Plan' C City of Fort Worth Volume 1 RFP Schedule 3 —Technical Proposal Submission Forms VCWRF Biosolids Management Project ✓ Key Personnel Commitments of Time' ✓ Company's Project Organization Chart' 1) Exhibits as requested in Volume 3, Technical Appendices 10 City of Fort Worth Volume 1 RFP Schedule 3 - Technical Proposal Submission Forms VCWRF Blosolids Management Project I ro osal u itt d loan 6 Participating Fntffle — Group List All entities that will be significant participants in providing the Contract Services (the "Participating Entities") are identified below. Such entities shall include, as applicable, (1) the Company (which may be a new company formed for the sole purposes of executing the Agreement and performing the Contract Services); (2) the entity that will design the Capital Improvements; (3) the entity that will construct the Capital Improvements; (4) the entity that will operate the Biosolids Processing Facility and Capital improvements, and (5) any other significant participant or subcontractor. (1) The Company: Synagro of Texas -CDR, Inc. _-__- (2) Design Entity: Freese and Nichols Inc. (3) Construction Entity - Archer Western Construction, LLC (4) Operating Entity: Synagro of Texas -CDR, Inc. (5) Other: ANDRITZ Separation Technologies, Inc. (Process Design, OEM) Include a copy of Proposal Submittal Form 7 for each entity listed above. _Synagro of Texas -CDR, inc. Name of Respondent Matthew Robertson Name of Authorized Signatory --'::> Signature Chief Commercial Officer Title August 29, 2019 Date 11 City of Fort Worth Volume 1 RFP Schedule 3 - Technical Proposal Submission Forms VCWRF Biosolids Management Proiect T d"inicaf Proposal submittal Form 7 Participating Entities - Individual Descriptions (Complete for each Participating Entity listed in Proposal Submittal Form 6.) Entity Name: Synagro of Texas -CDR, Inc. _ Type of Entity: State of Texas Corporation Address: 435 Williams Court Suite 100 Baltimore MD 21220 Names of partners, officers and stockholders who own 10 percent or more of the shares: Synagro of Texas -CDR Inc. is a wholly -owned subsidiary of Synagro South, LLC_ Officers of Synagro of Texas -CDR, Inc. and Synagro South, LLC are: Robert Preston President & CEO: Michael Pisch Vice President & Treasurer Al Sle ian Secretary, Elizabeth Grant Assistant Secretar Michael Fegan, Chief Operating Officer; Matthew Robertson, Chief Commercial Officer Form of Business (Corporation, Partnership, Other): Corporation State formed in (or to be formed in): State of Texas Contact Person(s)- Andrew Bosinger, Vice President, Strategic Accounts &_Partnerships Voice Telephone Number: 410-271-1020 Fax Telephone Number: 443-489-9042 E-Mail Address: abosingerAsynagro.com Role(s) (e.g., Company, Guarantor): Attach a brief summary of the services and responsibilities of each Participating Entity, limited to one page or less in length for each entity. See attached. 12 City of Fart Worth Volume I RFP Schedule 3 -- Technical Proposal Submission Forms VCWRF Biosolids Mananement Proiect Synagro of Texas -CDR, Inc. Synagro of Texas -CDR, Inc. (Synagro), as the overall Project Team lead, has complete responsibility for all phases of the work and will be the City's long -terra Operations and Maintenance partner. Synagro will be accountable for the overall project, liaising with the City, contractual agreements, and the coordination and integration of the efforts of the other Prime Team Members. Synagro, guided by over 25 years and 70* P3 type projects completed and operated/operating successfully, will work closely with ANDRITZ, Freese and Nichols, and Archer Western to develop the optimal response to the technical and commercial requirements of the Project. During design and construction of the Project, Synagro will: ® Provide free and clear access to the site for the Contractor to construct the Project. ® Lead the development of design concepts. Drive Quality Assurance / Quality Control during construction. Provide timely payments to the Prime Team Members as appropriate during design, construction, and commissioning. ® Deliver the Start of Tenn / Interim Operating Period services required to ensure continuous processing, removal and beneficial use of the City's biosolids. Report to and be accountable to the City on the progress of all phases of the project. During operation, Synagro will employ a CMMS to schedule and record maintenance performed. The CMMS will be fully compatible with the City's existing Maximo system. Additionally, the CMMS will document, inventory, and continuously track and record data pertaining to equipment and structures. This data will include specifications, warranty information, service contracts, spare parts, purchase dates, expected lifecycle, maintenance records, equipment testing dates and test results, and other essential information. In tandem with the CMMS, Synagro will develop a long-term capital program to ensure the Biosolids Processing Solution consistently achieves specific performance criteria. This long- term capital program will also ensure that the Biosolids Processing Solution is in the specified condition upon handback to the City. A repair and replacement strategy will be put into place, based on extensive experience, design, and performance requirements. This strategy will form the basis for an asset management repair and replacement schedule. Synagro will work closely with ANDRITZ and the other Prime Team members to ensure the design solution and capital program are well -coordinated. 12 City of Fort Worth Volume 1 RFP Schedule 3 —Technical Proposal Submission Forms VCWRF Biosolids Management Project Participating Entitles ® Individual Descriptions (Complete for each Participating Entity listed in Proposal Subrniifial roirm 6.) Entity Name: Freese and Nichols, Inc. Type of Entity: - Engineering Corporation Address: 4055 International Plaza, Suite 200 Fort Worth. Texas 76109 Names of partners, officers and stockholders who own 10 percent or more of the shares: None Form of Business (Corporation, Partnership, Other): Corporation State formed in (or to be formed in): Texas Contact Person(s): Bob Pence Voice Telephone Number: 817-735-7247 Fax Telephone Number: 817-735-7492 E-Mail i ddress: RFP@freese.com Role(s) (e.g., Company, Guarantor): Attach a brief summary of the services and responsibilities of each Participating Entity, limited to one page or less in length for each entity. See attached. 12 City of Fort Worth Volume I RFP Schedule 3 —Technical Proposal Submission Forms VCWRF Biosolids Manaaement Proiect Freese and Nichols, Inc Freese and Nichols, Inc. (FNI) is the balance -of -plant engineer, responsible for all infrastructure design work, ensuring that the new Facility connects and integrates well with the VCWRF. Design of the building housing the ANDRITZ Drum Dryer System including structural, HVAC, electrical, and plumbing. ® Design of utilities and process lines coming into the Facility including sludge, electric, gas, potable water, and reclaimed water. Design of process lines leaving the Facility including sewer, centrate, and condensate. Design of modifications or upgrades to the Stormwater Pump Station and Filtrate Pump Station. Design of site drainage and paving. ® Lead efforts associated with geotechnical investigations, survey, permitting, and TWDB environmental approvals. 12 City of Fort Worth Volume I RFP Schedule 3 "technical Proposal Submission Forms VCWRF Biosolids Management Project Technical Pr peos!@ Submittal Form 7 Participating Entities ® Individual Descriptions (Complete for each Participating Entity listed in Proposal Submittal Form 7.) Entity Name: Archer Western Construction. LLC Type of Entity: Construction Address: 1411 Greenway Drive Irving, Texas 75038 Dames of partners, officers and stockholders who oven 10 percent or more of the shares: Walsh Construction Group, LLC. Form of Business (Corporation, Partnership, Other): Limited Liability Com an State formed in (or to be formed in): Illinois Contact Person(s): Jeff Polak Voice Telephone Number: 972-457-8500 Fax Telephone Dumber: 972-457-8501 E-Mail Address: ipolak@waishqroup.com Role(s) (e.g., Company, Guarantor): Attach a brief summary of the services and responsibilities of each Participating Entity, limited to one page or less in length for each entity. 12 City of Fortworth Volume 1 RFP Schedule 3 --Technical Proposal Submission Forms VCWF Biosolids Management Project Archer Western Construction LLC Archer Western Construction, LLC (AW) will construct the Biosolids Processing Solution at the VCWRF. AW will work with ANDRITZ, Freese and Nichols and Synagro in the overview of the design process, as well as ensure that the work is executed in a fully integrated manner. As the Construction leader, AW will be responsible for the following: m Overall construction project management including facilitation and coordination of all procurement, scheduling, cost control, and quality assurance for the Biosollds Processing Technology and balance of the Biosolids Processing Solution. ® Securing the required building permit. Advise on constructability and best value. ® Outreach to local and MJWBE market. Installation of the BPT and balance of the plant. ® Software and programming of the control system to integrate and operate the balance of the plant. Start-up, testing and commissioning the BPS. Workmanship warranties for all work provided by Contractor. Obtaining approval for utility connection fees. 12 City of Fort worth Volume 7 RFP Schedule 3 —Technical Proposal Submission Forms VCWRF Blosolids Management Project Technical Prop al Submittal corm 7 ® arkipatii [g Entities © Individual ae ;*riptions (Complete for each Participating Entity listed in Proposal Submittal Form 7.) Entity Name: Andritz Separation Technologies Inc. Type of Entity: Corporation Address: 1010 Commercial Blvd, S. Arlington, TX 76001 Names of partners, officers and stockholders who own 10 percent or more of the shares: Form of Business (Corporation, Partnership, Other): Corporation State formed in (or to be formed in): Texas Contact Person(s): Steve Huff, President Voice Telephone Number: 817-419-1761 Fax Telephone Number: 817-468-3961 E-Mail Address: Steve.Huff@andritz.com Role(s) (e.g., Company, Guarantor): Attach a brief summary of the services and responsibilities of each Participating Entity, limited to one page or less in length for each entity. 12 City of Fort Worth Volume I RFP Schedule 3 — Technical Proposal Submission Forms VCWRF Biosolids Management Project A,NDIRTIZ Separation, Inc. ANDRITZ Separation, Inc. (ANDRITZ) will design, fabricate, and supply their proprietary integrated dewatering and Drum Drying System (DDS) at the VCWRF. Specifically, ANDRITZ will: • Lead the design of the Drum Drying System (high solids centrifuges, centrifuge feed pumps, conveyors, furnace, drum dryer, pre -separator, bucket elevator, pellet cooler, pneumatic transporter, product silos, condenser, scrubber, and regenerative thermal oxidizers). • Develop Process & Instrumentation Diagrams (P&IDs). The P&IDs will show limits of equipment and instruments to be provided by ANDRITZ, as well as equipment and instruments to be provided by AW. • Develop mechanical and electrical drawings associated with the Drum Dryer System. • Develop technical specifications associated with the Drum Dryer System. • Prepare final engineering and design of the Drum Drying System. ANDRITZ will provide all engineering and design drawings and specifications, shop drawings and submittals, installation instructions, operations and maintenance manuals, warranties and other required documentation related to the thermal drying process equipment provided by ANDRITZ, • Supply, packing, safe shipping and timely delivery of the Drum Drying System process equipment to be provided by ANDRITZ. • Provide crew size and man-hours required to unpack and assemble the Drum Drying System at the project site. • Provide technical oversight during installation of Drum Drying System equipment. • Provide software and programming of the control system to integrate and operate the Drum Drying System. Support start-up, testing and commissioning of the Drum Drying System. • Train staff regarding operation and maintenance of the Drum Drying System prior to performance testing. • Provide performance guarantees for the Drum Drying System. 12 City of Fort Worth Volume 1 RI°P Schedule 3 - Technical Proposal Submission Forms VCWRF Biosollds Management Project I'le;chnical Propow-a! Subs RPNI Form 0 �.,'U lfios Summary T able Maximum Utilities Consumption Rates PRIOR TO ACCEPTANCE Potable Water Reclaimed/Service Natural Gas Electricity (MPWU) Water (MRWU) (MGU) (MEU) (1000 gallons/dry (1000 gallonsldry (MMSTU/dry tort (kWh/dry ton of ton of Feedstock ton of Feedstock of Feedstock Feedstock Processed) Processed) Processed) Processed) .070 2.30 0 95.34 Maximum Utilities Consumption Rates AFTER ACCEPTANCE Potable Water Reclaimed/Service Natural Gas Electricity (MPWU) (MRWU) (MGU) (MEU) (1000 gallons/dry (1000 gallons/dry (MMBTU/dry ton (kWh/dry ton of ton of Feedstock ton of Feedstock of Feedstock Feedstock Processed) Processed) Processed) Processed) .330 3�61 10 330.2 13 City of Fort Worth Volume 1 RFP Schedule 3 — Technical Proposal Submission Forms VGWRF Biosolids 'Management Project Key Versonaei Commitments of i r.-Io (Percentage of time estimates are based on 100 percent of the hours available over the entire phase, assuming 40 hours per week, minus time for vacations, sick leave, training, and professional societies and conferences as a basis.) Start-up -up and Name/Company/ Transition Management Design -Build Acceptance Title/Role in Project' Period Period Period' Location (percent) percent (percent) Testing (percent) Dick Zinc, Synagro, Program Manager/Project Baltimore, MD Director 100% 100% 100% 100% John Goodwin, Sr. VP, / Synagro Technical Synagro, Baltimore Team Lead 50% 10% 50% 50% Steve Huff, P.E., ANDRITZ, Arlington Design Manager3 10% 0% 25% 20% T Bill Holloway, P.E., ANDRITZ, Arlington Structural Engineer 20% 0% 20% 20% Nesreen Hamed, P.E., ANDRITZ, Arlington Process Engineering 20% 0% 50% 80% Ken Kirkland, Instrumentation & Controls ANDRITZ, Arlington Engineering 25% 1 0% 45% 80% Andrew Milbitz, P.E., ANDRITZ, Arlington Quality Assurance 15% 0% 25% 15% Chad Simmons, P.E., FNI, Fort Worth Design Manager3 0% 0% 65% 25% Homer Saenz, RA, FNI, Fort Worth Project Architect 0% 0% 15% 10% Brian Gunzelman, P-E., Tascosa Alliance, Arlington Air Permitting Lead 0% 0% 20% 20% Katie Leatherwood, P.E., FNI, Fort Worth TPDES Permitting Lead 0% 0% 10% 10% Bala Vairavan, P.E., Synagro, Baltimore Lead Project Engineers-3 50% 10% 50% 50% Murali Kariyarveedu, P.E., JQI, Fort Worth Lead Structural Engineer 0% 0% 50% 10% Van Cashen, P.E., FNI, Fort Worth Lead HVAC Engineer 0% 1 0% 10% 10% Vishal Bhan, P.E., FNI, Fort Worth Lead Electrical Engineer 0% 0% 15% 10% Brett Bristow, P.E., Lead Land Use/Roads/ FNI, Dallas Stormwater Engineer 0% 0% 10% 10% David Sloan, P.E., FNI, Lead Process/Mechanical Fort Worth Engineer 0% 0% 15% 10% 14 City of Fort Worth Volume I RFP Schadule 3 -- Technical Proposal submission Farms VOWRF Biosolids Management Protect Mike Shiflet, P.E., FNI, Fort Worth Lead Geotechnical Engineer 0%a 0% 15% 15% Jeff Polak/Mark Tepera, Archer Program Manager, Western, Irving Construction Planner 5% 5% 90% 20% Michael Suarez, Archer Western, Irving Construction Manager 5% 5% 80% 80% Shawn Durham, Archer Western, Irving Construction Superintendent 5% 5% 100% 100% Suzanne Dawson, DBIA, Archer Western, Irving Delivery Manager, APM 5% 5% 100% 60% John Kopec, Synagro, Fort Worth Facility Manager 100% 100% 100% 100% Operations Director— Lead Matt Busch, Synagro, Operations Review During St. Petersburg, FL Design 25% 25% 25% 25% Bill Cotter, Synagro, Operational Leadership during Region VP, Charlotte, Interim Operating Period NC (Dewatering, Class AB) 25% 1.0% 0% 0% Operations Manager —Interim Toby Hartleroad, Operating Period Services Synagro, Decatur, AL (Class AB program) 75%, 100% 50% 100% Karl von Lindenburg, Dewatering Process Manager Synagro, Baltimore (Interim Operating Period) 50% 10% 0% 0% Layne Baroldi, Synagro, Los Angeles EMS/Public Relations Manager 10% 5% 0% 0% Budgeting, Forecasting, Cost Dan Sulzbach, Estimation, Asset Synagro, Baltimore Management Team 15% 10% 10% 0% Land Application Site Greg Roque, Synagro, Acquisition and Management, Houston Permit Compliance 100% 100% 0% 0% Land Application Program Technical Oversight. EMS Chuck Simmons, Program Compliance, Public Synagro, Decatur, AL I Outreach 1 20% 1 15% 0% 0% Notes: (1) Some variation in positions may occur due to differences in Proposers' organization and position titles. (2) Including design work conducted during this period. (3) Must be licensed in the state of Texas. (4) The City requires that the Operations Manager participate substantially throughout the design and construction of the Capital Improvements in addition to managing the operations of the existing and upgraded facility. 14 city of tort Worth Volume 1 RFP Schedule 3 — Technical Proposal Submission forms VGWRF Blosolids Management Project Proposal - 1' I Availability Gu-,Iranteo of Minimum Annual FwWN-I Proponents are to provide their guarantee of Annual Facility Availability, expressed as a percentage of annual Feedstock supplied by the City that will be processed into Beneficial Product or By-product. The guarantee of Annual Facility Availability must be 95%or greater to achieve a pass. The permitted 1,500 dry tons per year of Class AB material described in Section 3.3.3 is classified as a Beneficial Product, and contributes to meeting the 95% minimum goal. Guarantee of Annual Facility Availability 100 % 15 (Addendum #2) ATTACHMENT F FINANCIAL SUBMISSIONS Price Submission Form I —Total Capitalized Cost Breakdown Summary Fable o Price Submission Form 2 — Maximum Design -Build Drawdown Schedule and Milestones © Price Submission Form 3 — I:+,ilajor Maintenance, Repair, and Replacement Schedule ® Letters of Commitment from Subcontractors o Andritz Separation Technologies Inc. o Archer Western Construction, LGC o Freese and Nichols, Inc. o JQ Infrastructure o Tascosa Alliance Company o Automation Nation, Inc. ® Cost for Addition of Biogas Capability to Project Scope from SYli AGR® (22- Nov-19) City of Fort Worth Volume 1 RFP Schedule 5 — Price Submission Forms VCWRF Biosolids Management Proiect Price Submission Form i : Total Capitalized Cost Brreakdow,n Summary Fable Cost Items (a) Design Cost; (b) Construction Cost; (c) NPV of OMR Cost over 22 years'; Total = Proposal Price (NPV) Notes: (Nominal) $4,000,000 $53,601,558 $126,197,862 $183,799,420 (1) NPV of OMR Cost over 22 years to follow methodology of Section 4.1 of Schedule 2 Part 3 of this RFP. Table 1: OMR Cost Summary Table Operating Charge must be inclusive of all applicable taxes: Operating Charge (Prior to Acceptance): $396.50 / dry ton Feedstock Operating Charge (After Acceptance): $169.51 / dry ton Feedstock Annual Service Fee Annual Service Fee (Prior to Acceptance) (After Acceptance) Total NPV Operating Charge Per DT $ 396.50 $ 169.51 UtllityCharge Per DT(seebelow) $ 11.55 $ 66.65 TOTAL Per DT $ 408.05 $ 236.16 DryTons 28,500 29,200 Annual Service Fee $ 11,629,533 $ 6,895,989 NPV Year 1 $ 11,395,830 $ 11,395,830 NPV Year 2 $ 11,166,823 $ 11,166,823 NPV Years 3-22 $ 103,104,459 $ 103,104,459 NPV MMR $ 530,750 $ 530,750 $ 126,197,862 Utility Charge E $/kwh $ 0.070 $ 0.070 MEU 95.34 330.2 PW- Potable Water ($ per 1000gallon) $ 4.00 $ 4.00 MPWU in thousand gallons per DT 0.07 0.33 RW - Reclaimed Water ($ per 1000gallon) $ 2.00 $ 2.00 MRWU 2.3 3.61 G- $/mmbtu for Natural Gas $ 3.50 $ 3.50 MGU 0 10 Total UtilityCharge per DryTon $ 11.55 $ 66.65 2 City of Fort Worth Volume 1 RFP Schedule 6 - Price Submission Forms VCWRF Biosolids Management Project Price Submission Form 2 d i` `Iilestono Calendar Days from Contract Date MAJOR MILESTONES MAXIMUM AMOUNT % OF FIXED DESIGN -BUILD PRICE 0 Notice To Proceed $ 1,302,815.43 2.3% 30 Design Progress $ 645,189.12 1.1% 60 Design Progress $ 399,189.12 0.7% 90 100%Design/Equipment Submittals $ 3,104,073.37 5.4% 120 Equipment Submittals $ 314,402.52 0.5% 150 Mobilization $ 1,050,832.34 1.8% 180 Mobilization/O&M manuals $ 1,964,138.81 3.4% 210 Sitework/Yard Piping $ 1,998,756.02 3.5% 240 Sitework/Yard Piping $ 1,986,102.55 3.4% 270 Sitework/Yard Piping $ 1,986,102.55 3.4% 300 Foundations $ 3,152,769.22 5.5% 330 Foundations $ 3,152,769.22 5.5% 365 Foundations $ 3,005,935.25 5.2% 395 Return Flow/Silo Fdn $ 1,772,601.92 3.1% 425 Return Flow/Silo Fdn/Egpmt Deliv'd $ 7,151,943,62 12.49/6 455 Return Flow/Silo Fdn/Egpmt DeIWd $ 5,358,829.72 9.3% 485 Structural Steel/Building $ 5,092,163.05 8.8% 515 Structural Steel/Building $ 1,500,484.25 2.6% 545 Structural Steel/Building $ 1,510,897.94 2.6% 575 Electric Gear/HVAC $ 2,177,564.61 3.8% 605 Electric Gear/HVAC $ 2,167,150.92 3.8% 635 Electric Gear/HVAC $ 2,167,150.92 3.8% 665 Electric Terminations/Mechanical $ 333,817.58 0.6% 695 Electric Terminations/Mechanical $ 333,817.58 0.6% 730 Electric Terminations/Mechanical $ 333,817.58 0.6% 760 Bridge Crane/Metal/OH Doors $ 333,817.58 0.6% 790 Bridge Crane/Metal/OH Doors $ 333,817.58 0.6% 820 Bridge Crane/Metal/OH Doors $ 333,817.58 0.6% 850 Startup/Commissioning $ 536,540.42 0.9% 880 Startup/Commissioning $ 536,540.42 0.9% 913 Performance Acceptance $ 1,563,709.21 2.7% TOTAL FIXED DESIGN BUILD PRICE $ 57,601,558.00 100% MAXIMUM GURANTEED CONSTRUCTION PERIOD FROM NOTICE TO PROCEED TO ACCEPTANCE DATE 913 Calendar Days 3 City of Fort Worth Volume 1 RFP Schedule 6 — Price Submission Forms VCWRF Biosolids Management Project Price Submission Form 3 Major Maintenance, Repair and Replacement Schedule (Expand and format this form as necessary to express Major Maintenance, Repair and Replacement activities over a 10-year Initial Term and two 5-year Renewal Terms) Year (n) Activity/Equipmen0l Costs{Z}(3) 1~ + gln Costs x 1 2 3 4 RTO Media Replacement $40,000 n/a 5 6 7 8 RTO Media Replacement $40,000 n/a 9 10 Subtotal NPV MRR Costs for Initial Term: Addendum 5 City of Fort Worth Volume 1 RFP Schedule S — Price Submission Forms VCWRF Biosolids Management Proiect Year in) Activity/Equipmentl'l Costsi2ti3t 1 + g}n Costs x L1 + r/ 11 12 RT'0 Media Replacement $40,000 $31,352 13 Furnace Assembly $120,000 $92,166 14 Drum and ID Fan $200,000 $150,522 15 Subtotal NPV MRR Costs for First Renewal Term: 1 $274,040 Year in) Activity/Equipmentili Coststzy{3) 1 + gln Costs =1 + r/ 16 Screen and RTO Media $240,000 $173,440 17 18 Pellet Cooler $120,000 $83,270 19 20 Subtotal NPV MRR Costs for Second Renewal Term: $256,710 Total NPV MRR for First Renewal and Second Renewal Terms: 1 $530,750 Notes: 1) List individual activities or groups of activities, along with specific mention of equipment, systems, infrastructure and other components which constitute Major Maintenance, Repair and Replacement pursuant to the Draft Agreement. Activities should be limited to maintenance, repair, and replacement in excess of $25,000. 2) Corresponding itemized costs for unused portions maybe carried over into the next year in accordance with the Draft Agreement. 3) Costs are in current dollars (as of the Proposal Submittal Date) Addendum 5 City of Fort Worth Volume 1 RFP Schedule 6 — Price Submission Forms VCWRF Biosolids Management Project 4) Amounts listed Form 3 are expected to follow expected and realistic expenditure timing. For example, if an expenditure is expected in year 16, the Proponent must enter the value of that expenditure in Year 16, not in Year 20. To incentivize this latter requirement, funds earmarked for a specific asset in a specific year will not be accessible through the MMRC component of the Service Fee prior to the year indicated by the Proponent on this Form 3. 5) r = .045 g = .024 Addendum 5 Alk August 26, 2019 Synagro of Texas -CDR, Inc. Mr. Andrew Basinger Vice President, Strategic Accounts & Partnerships 435 Williams Court, Suite 100 Baltimore, MD 21220 Re: City of Fort Worth Project No. 101961 — Design, Build, Operate and Maintain Village Creek Water Reclamation Facility Slosollds Management and Beneficial Reuse Dear Mr. Bosinger: ANDRTIZ Separation, Inc. (ANDRITZ) appreciates you reaching out to us for the opportunity to work with Synagro on the City of Fort Worth's Village Creek Water Reclamation Facility (VCWRF) Biosolids Management and Beneficial Reuse Project. FNI has been following this project for some time and we are looking forward to being a part of this project with Synagro, as we have been with numerous other biosolids drying facilities through the United States. For the VCWRF project, ANDRITZ will design, fabricate, and supply our proprietary integrated dewatering and Drum Drying System (DDS) at the VCWRF. We are excited about the prospect of working with Synagro on this project. If there are any questions regarding additional services ANDRITZ can provide, please contact me. Sincerely, Rodney Mueller Assistant Treasurer to lW U U Cn a W r: W W z 0 z LU ANDRITZ Separation Inc /1010 Commercial 131A S /Arlinglon T6001 /Texas/p (617) 465 561 t/separation us@andritz com/andntz cnm 1xvirI7111110 August 26, 2019 Mr. Andrew Bosinger Vice President, Strategic Accounts & Partnerships Synagro of Texas -CDR, Inc. 435 Williams Court, Suite 100 Baltimore, MD 21220 Re: City of Fort Worth Project No. 101961— Design, Build, Operate and Maintain Village Creek !plater Reclamation Facility Biosolids Management and Beneficial Reuse Dear Mr. Bosinger: Archer Western Construction, LLC (AW) appreciates you reaching out to us for the opportunity to work with Synagro on the City of Fort Worth's Village Creek Water reclamation Facility (VCWRF) Biosolids Management and Beneficial Reuse Project. AW has been following this project for some time and we are looking forward to being a part of this project. For the VCWRF project AW can offer overall construction project management including, but not limited to, facilitation and coordination of all procurement, scheduling, cost control, and quality assurance for the Biosolids Processing Technology and balance of the Biosolids Processing Solution for the City of Fort Worth. We are excited about the prospect of working with Synagro on this project and believe that Synagro and AW will make a great team. If there are any questions regarding services AW can provide, please contact me. Sincerely, ` _�A Scott Smiley Business Group Leader 1411 Greenway Drive, Irving, Texas 75038 P:972-457-8500 F:972-457-8501 www.walsh9roup.com An Equal Opportunity Employer 4055 International Plaza, Suite 200 • Fort Worth, Texas 761o9 • 817-735-7'j00 • fax 817-735-7491 www.freese.coni September 3, 2019 Mr. Andrew Bosinger Vice President, Strategic Accounts & Partnerships Synagro of Texas -CDR, Inc. 435 Williams Court, Suite 100 Baltimore, MD 21220 Re: City of Fort Worth Project No. 101961-- Design, Build, Operate and Maintain VCWRF Biosolids Management and Beneficial Reuse Project Dear Mr. Bosinger: Freese and Nichols, Inc. (FNI) appreciates you reaching out to us for the opportunity to work with Synagro on the City of Fort Worth's Village Creek Water Reclamation Facility (VCWRF) Biosolids Management and Beneficial Reuse Project. FNI has been following this project for some time and we are looking forward to being a part of this project. For the VCWRF project, FNI will perform balance -of -plant design engineering and has responsibility for all infrastructure design work, We will ensure that the new biosolids processing facility integrates well with the VCWRF. We are excited about the prospect of working with Synagro on this project and believe that Synagro and FNI will make a great team. Sincerely, ob Pence, P.E., BCEE Chairman of the Board ioLlfi[ASSSfH f7Sl,iiF201, DAM IFXAS752oi 972 39Z 1340 PHONE JQIENG.COM September 3, 2019 Mr. Chad Simmons, PE., BCEE Associate Freese and Nichofs, Inc. 4055 International Plaza, Suite 200 Fort Worth, Texas 76109 F City of Fort Worth Project No. 101961— Design, Build, Operate and Maintain VCWRF Biosolids Management and Beneficial Reuse Project Fort Worth Dear Mr. Simmons: JQ Infrastructure (JQI) appreciates you reaching out to us for the opportunity to work with the Freese and Nichols, Inc. (FNI) and the Synagro Team on the City of Fort Worth's Village Creek Water Reclamation Facility (VCWRF) Biosolids Management and Beneficial Reuse Project. For the VCWRF project, JQI is committed to perform structural and surveying services as a subconsultant to FN1. We are excited about the prospect of working with the Synagro Team on this project and believe that we will make a great addition to the team. Sincerely, Sincerely, JQ Infrastructure, LLC Murali Kariyarveedu, PE Principal STRUCTURAL I CIV; SURVEYIN6 TA S-COSA Aul"ex COUP N September 3, 2019 VIA EMAIL Chad Simmons, P.E., BCEE Associate Freese and Nichols, Inc. 4055 International Plaza, Suite 200 Fort Worth, Texas 76109 Chad. Simmons@freese. com (817) 735-7305� Subject: City of Fort Worth Project No. 1:01961— Design, Build, Operate and Maintain VCWRF Biosolids Management and Beneficial Reuse Project Fort Worth, Texas Dear Mr. Simmons: Tascosa Alliance Company appreciates you reaching out to us for the opportunity to work with Freese and Nichols, Inc. (FNI) and the Synagro Team on the City of Fort Worth's Village Creek Water Reclamation Facility (VCWRF) Biosolids Management and Beneficial Reuse Project. For the VCWRF project, Tascosa Alliance is committed to provide air emissions permitting services as a subconsultant to FNI. I am excited about the prospect of working with the Synagro Team on this project and believe that Tascosa Alliance will make a great addition to the team. Please do not hesitate to contact me directly at (817) 726-6949 or ftounzelman(&fas-all.eom with questions or for clarification. Sincerely, Tascosa Alliance Company Brif n L. Gunzelman, P.E. President Tascosa Alliance Company - 4915 Cross Creek Court - Arlington, Texas 76017 `i1Is1.+111Fr- PQ Box 15035 Houston, TX 772.20 August 29, 2019 Mr. Andrew Bosinger Vice President, Strategic Accounts & Partnerships Synagro of Texas -CDR, Inc. 435 Williams Court, Suite 100 Baltimore, MD 21220 Reuse Phone 713-676-4999 Fax 832-204-8430 Re: City of Fort Worth Project No. 101961-- Design, Build, Operate and Maintain Village Creep Water Reclamation Facility Biosolids Management and Beneficial Dear Mr. Bosinger: Automation Nation, Inc. appreciates you reaching out to us for the opportunity to work with Synagro on the City of Fort Worth's Village Creek Water Reclamation Facility (VCWRF) Biosolids Management and Beneficial Reuse Project. Automation Nation is familiar with the project and we are looking forward to being a part of the project team with Synagro. For the VCWRF project, Automation Nation will provide marketing services to Synagro for the VCWRF biosolids product. We are a Houston -based certified DBE/SBE firm with long tenure in biosolids product marketing and have extensive knowledge of the Texas market to bring to this project. We are excited about the prospect of working with Synagro on this project. If there are any questions regarding additional services Automation Nation can provide, please contact me. Sincerely, L;. John Adams Vice President 8/29/2019 ® 8:51 AM 4 page 1® file: Letter of Commitment SYNAGROIMEMO Date: Friday, November 22, 2019 Project DBOM of Village Creek WRF Biosolids Management & Beneficial. Reuse Facility To: Andrew Bosinger Cc: Pam Racey, Al & Dan Sulzbach From: John Goodwin ' SUBJECT. Addition of Big. as Capability to Project Scope The City of Ft. Worth (City) has requested that Synagro include the future capability to utilize biogas, supplied by the City to within 10 feet of our proposed thermal drying building, from the Village Creek WRF for use in Synagro's thermal drying project within the Andritz Drum Drying System. In response to the City's request, Andritz has provided information to support this inclusion as an adder to their scope of work to enable future biogas capability of the 54 MMBtulhr dryer furnace, as follows: 1. Addition of 316 stainless steel biogas valve train added (reference document attached); 2. Upgrade to a dual fuel Hauck burner; 3. Upgrade to a 60 HP combustion air blower, from 30 HP; 4. Additions to process control system; 5. Addition of commissioning services; 6. Total Andritz cost adder is $350,370.00; 7. Assumptions as follows: a. digester gas moisture free, by others; b. RTO will run on natural gas only; & c. Air emissions estimates and stack testing will be on natural gas only. In addition to Andritz scope of work change noted above, Synagro will also incur costs as follows: 1. BOP Design scope of work additions to FNl Contract, estimated at $15,000; 2. Installation scope of work additions to AW Contract, estimated at $35,000; The total cost to Synagro to include the future capability to utilize biogas, supplied by the City, for use in Synagro's thermal drying project within the Andritz Drum Drying System will be $400,000. If you have any questions, please let me know. YOUR PAR`"Rlr- PCrR A C1_FL ,-k1FR, GREENER WORLD D C B A E E 020M IMLISTRML REFRACTORY SERVICES INC, ALL RIGHR 7 TOP IEW SECTION A -A 0 3 6 E FRONT VIEW 8 7 6 5 4 4 3 SIZE D 29143-VT-100 REV 0 i BILL OF MATERIALS GENERAL NOTES NEM # QTY. DESCRIPTION MATERIAL SIZE PART NUMBER 1 2 BALLVALVE 316SS 4" 150# 2 1 STRAINER 316 SS 4" 150# 3 1 MAXON N.O. VENT VALVE CS 7' 150# F 4 1 PRESSURE SWITCH, UNITED ELECTRIC, FOR DIGESTER GAS SERVICE, 2.5-501WC RANGE. UL CS 1/7' H100.524 5 2 MAXON SAFETY SHUTOFF VALVE, SERIES 7000, FM CSA. UL J50# 3MSS 4" 4"HC-MA)ICNFGD ULU 6 1 PRESSURE SWITCH, UNITED ELECTRIC. FOR DIGESTER GAS SERVICE, 10-2501WCRANGE. UL CS 1/T H10D-525 SHOP NDTES SAMSON SEGMENTED BALL VALVE, PNEUMATIC DIMENSIONS ARE IN INCHES 7 1 ROTARY ACTUATOR FAIL CLOSED. TYPE I/P POST TIMER 4-20MA LIMIT SWITCH 316 SS 3" j3310}/ jBR31A)/ 13730J TOLERANCES: 8 FRACTIONAL ± 1/8 2 SHARP BALL VALVE 316 SS 3" 150# ANGULAR: MACH ± 1 TWO PLACE DECIMAL ± 0.06 9 1 STRAINER CS 3' THREE PLACE DECIMAL ± 0.003 150# E 10 1 FISHER REGULATOR, RANGE 2-10 PSIG, HPS 3, 150# CS 3 MATFRIAL SPECIFICS 1098-EGR GEOMETRIC 11 1 PRFSSURE SWITCH, HONEYWFLL, 1-261WC, UL CS TOLERANCING 1/7' C437F-1045 12 2 MAXON SAFETY SHUTOFF VALVE, SERIES 5000, HA MATERIAL CSA, UL. 150# CS 3" 3CPMA 11 CNFGD ULU 13 1 FISHER. REGULATOR CS 3/4" HSR-BHJAMYN FINISH 14 1 PRESSURE SWITCH, HONEYWELL. 0.5-5 PSI, UL CS 1/2" C437F-1052 REFERENcE DRAWINGS T5 SAMSONEGMENTED A 1 ETYPE CT TOR FFAIILCLO ED,LL ROTARYAI/P POT TIMER 4-20MA LIMIT SWITCH CS 3" 13310J! (BR31A)/ 13730J 16 1 ASCO N.O. SOLINOID CS I-1!T 8214GO64 D 17 1 SHARP BALL VALVE, 55 BALL, CS BODY SEE 3/4" OFSC. N/A 18 3 PRESSURE GUAGE, 030 PSIG, 2.5" DIAL BTM MOUNT CS 1/7' NIA SIDE VIEW 3 olo REYLSIONS AE REVISION DESCRIPTION C -<,vI\I 1VL1'1 1 IHL� INDUSTRIAL REFRACTORY SERVICES INC. THE INFORMATION CONTAINED.. THIS DRAWING 15 THE SOLE PROPERTY OF INbDSTRIAL REFRACTORY SERVICES AND IS CONFIDENTIAL. ANY REPRODUCTION IN PART OR AS A WHOLE WITHOOT THE WRITTENSERMI5SION OF B INDUSTRIAL REFRACTORY SERVICES IS PROHIBITED, ANDRITZ-PHI LLI DELPHIA LEFT TO RIGHT VALVE TRAIN ASSEMBLY DRAWING NUMBER SCALE: 1:10 REYISON 29143-VT-100 0 DRAWN BY oznvrr SHEETI OF CHECKEDSY A WEIGHT: EKG APPR, SIZE D INDUSTRIAL REFRACTORY SERVICES INC- 2 aM INDUSTRAIL RFFR4CTDRY SERVICES INC, ATL RIGNL3 RESERVED C B A D E H 7 6 7 6 5 j 4 3 SIZED 29143-VT-1Q0 REV Q 4 I 3 2 i GENERAL NOTES SHOP NOTES DIMENSIONS ARE IN INCHES TOLERANCES: FRACTIONAL ± 1/8 ANGULAR: MACH ± V TWO PLACE DECIMAL ± 0.06 THREE PLACE DECIMAL ± 0.003 E MATERIAL SPECIiiCS GEOMETRIC TOLERANCING MATERIAL FIN15H REFERENCE DRAWINGS OLD REVISlONs AE REVISION IDEICRII-" C MIISTRIAL REFRACTORY SERVICES Inc. THE INFORMATION CONTAINEDLN THIS DRAWING 15 THE SOLE PROPERTY OF INDUSTRIAL REFRACTORY SERVICES AND IS CONFIDENTIAL. ANY REPRODUCTION IN PART ORAS A WHOLE WITHOUTTNE WRITTEN PERMISSION OE g INDUSTRIAL REFRACTORY SERYICES IS PROHIBITED, ANDRiTZ-PHILLIDELPHIA LEFT TO RIGHT VALVE TRAIN ASSEMBLY DRAWING NUMBER SCALE: 1:6 REVISION 29143-VT-100 0 DRAWN BY >r SHEET20T2 CHECKED BY WEIOHT: A ENG APPR. 512E D INDUSTRIAL REFRACTORY SERVICES INCTM 1 D F ATTACH MFNT G INSURANCE FORMS Synagro of Texas -,CDR Certificate of Insurance (Design Build Period Only) Freese & Nichols Certificate of Insurance ® Archer Western Construction Certificate of Insurance © Andritz Seperation Technologies Certificate of insurance Blanket Notification to Others of Cancellation Aom w ZL1RICli Policy No_ Eff. Date of Pal. exp. Date of Pol. Eff. Date of End. Producer Add'I Prem. Retum Prem. GPL 0134653-05 0810112019 08101/2020 08101/2019 16232000 -._-. __ ---------- Named Insured and Mailing Address: Producer: SYNAGRO TEOHNOL.OGIES, INCORPORATED MARSH USA INC 435 WILLIAMS COURT 1166 AVENUE O1= THE AMERICAS SUITE 100 NEW YORK, NY 10036-2708 BALTIMORE, MD 21220 THIS ENVOR aEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Agribusiness Pollution Liability Insurance Policy - Claims Made and Reported Coverage Commercial Umbrella Liability Policy Commercial Umbrella Liability Policy — Claims Made and Reported Coverage Contractor's Pollution Liability Insurance Policy Contractor's Pollution Liability Insurance Policy - Claims Made and Reported Coverage Environmental Cleanup and.LiabiPlty insurance_ Policy - Claims. Wde and Reported Qpverage Environmental Impairment Liability Insurance Policy - Claims Made and Reported Coverage Environmental Services Package Policy Excess Environmental Insurance Policy - Claims Made and Reported Coverage Follow Form Excess Liability Policy Follow Form Excess Liability Policy -- claims Made and Reported Coverage Healthcare Pollution Liability Insurance Policy - Claims Made and Reported Coverage Lender Environmental Collateral Protection and Liability Insurance Outstanding Loam Balance - Claims Made and Reported Coverage Lender Environmental Collateral Protection and Liability Insurance policy --,Claims Made and Reported Coverage Professional Consultants Liability Insurance Policy - Claims Made and Reported Coverage Professional Environmental Consultant's LiabiI4 Insurance Policy Professional Environmental Consultant's Liability Insurance Policy - Claims Made and Reported Coverage Public Entity Pollution Liability - Claims Made and Reported Coverage Real Estate Environmental Liability Insurance Policy - Claims Made and Reported Coverage Remediation Stop Loss Z Choice Pollution Liability Z Choice(? Real Estate Environmental Liability - Claims Made and Reported Coverage Z Choiceym Pollution Liability - Claims Made and Deported Coverage Z Links Commercial General and Pollution Liability A. It we cancel this pb)il y lay written notice to the first Named Insured for any reason other than nonpayment of premium, we will deliver electronic notification that such policy has been cancelled to each person or organization shown in a Schedule provided to us by the First Named Insured. Such Schedule: STF-FNVL-1632-A CW 01110) Page 1 of 2 1. Must be initially provided to us within 15 days, a. After the beginning of the policy period shown to the Declarations; or b. After this endorsement has been added to policy; 2. Must contain the names and a -moil addresses of only the persons or organizations requiring notification that such Coverage Part has been cancelled; 3. Must be In an electronic format that is acceptable to us; and 4. Must be accurate Such Schedule may be updated and provided to us by the First Named Insured during the policy period. Such updated Schedule must comply with Paragraphs 2. 3. and 4. above, B. Our delivery of the electronic notification as described in Paragraph A. of this endorsement will be based on the most recent Schedule in our records as of the data the notice of cancellation is mailed or delivered to the first Named Insured. Delivery of the notification as described in Paragraph A. of this endorsement will be completed as soon as practicable after the effective date of cancellation to the first Named Insured. G. Proof ofemailing the electronic notification will be sufficient proof that we have complied with Paragraphs A. and B. of this endorsement. D. Our delivery of electronic notification described in Paragraphs A. and B. of this endorsement is intended as a courtesy only. Our failure to provide such delivery of electronic notification will not. 1. Extend the Coverage Part cancellation date; 2. Negate the cancellation; or 3. Provide any additional insurance that would not have been provided in the absence of this endorsement. E. We are not responsible for the accuracy, integrity, timeliness and validity of information contained in the Schedule provided taus -as d6bjd add in -Paragraphs A. and B. of this endorsement. ALL OTHER TERMS ARID CONDITIONS OF THE POLICY $HALL APPLY AND REMAIN UNCHANGED. STF-ENVL-1632-A GW (11110) Page 2 or 2 Blanket Notification to Others of Cancellation ZURICW or Noii-Renewal Policy No. Eli. Date of Pal. Exp. Date of Pol. Eff. Date of End, Prod ucer No. Ad d'L Prem Rein rn L'rem SAP 9243960-07 08-01--2019 68-01-2020 18232-000 THIS EN0OR$EMENT C UANGES THE P0LICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the; Commericial Automobile Coverage Patio A. If we cancel or non -renew this Coverage Pat by written notice to the first Named Insured, we will trail or deliver notification that such Coverage Part has been cancelled or non -renewed to each person or organization shown in a. list provided to us by the first Named Insured if you are required by written contact or written agreement to provide such notification. However, such notification will not be niMed or delivered if a conditional notice of renewal has been sent to the first Named Insured- Such list: 1. Must be provided to us prior to cancellation or non -renewal; I Must contain the names and addresses of only the persons or organizations requiring notification that such Coverage Part has been cancelled or non -renewed; and 3. Must be in an electronic format that is acceptable to us, R Our notification as described in Paragraph A. of this endorsement will be based on the most recent list in our records as of the date the notice of cancellation or non -renewal is mailed or delivered to the first Named Insured. We will mail or deliver such notification to each person or organization shown in the list: 1. Within seven days of the effective date of the notice of cancellation, if we cancel for non-payment of premium; or 2. At least 36 days prior to the effective bate of: a. Cancellation, if cancelled for any reason other than nonpayment of premium; or h Non -renewal, but not including conditional notice of renewal. C. Our mailing or delivery of notification described in Paragraphs A. and R of this endorsement is intended as a courtesy only. Our failure to provide such trailing or delivery will not: 1. )extend the Coverage Part cancellation or non -renewal date; 2. Negate the cancellation or non renewal; or 3. Provide any additional insurance that would nut have been provided in the absence of this endorsement. D. We are not responsible for the accuracy, integrity, timeliness and validity of information contained in the list provided to us as described in Paragraphs A. and R of this endorsement. All other terms and conditions of this policy remain unchanged. u-CA432-A cw tot r I3) Page I of 1 Includes copyrighted material of Insurance Services Office, Mo., with its permission. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 06 43 BLANKET NOTIFICATION TO OTHERS OF CANCELLATION OR NONRENEWAL ENDORSEMENT This endorsement adds the following to Part Six of the policy. PART SIX CONDITIONS Blanket Notification to Others of Cancellation or Nonrenewal 1. If we cancel or non -renew this policy by written notice to you, we will mail or deliver notification that such policy has been cancelled or non -renewed to each person or organization shown in a list provided to us by you if you are required by written contract or written agreement to provide such notification. However, such notification will not be mailed or delivered if a conditional notice of renewal has been sent to you. Such list: a. Must be provided to us prior to cancellation or non -renewal; b. Must contain the names and addresses of only the persons or organizations requiring notification that such policy has been cancelled or non -renewed; and o. Must be in an electronic format that is acceptable to us. 2. Our notification as described in Paragraph 1. above will be based on the most recent list in our records as of the date the notice of cancellation or non -renewal is mailed or delivered to you. We will mall or deliver such notification to each person or organization shown in the list: a. Within seven days of the effective date of the notice of cancellation, if we cancel for non-payment of premium; or b. At least 30 days prior to the effective date of: (1) Cancellation,, if cancelled for any reason other than nonpayment of premium; or (2) Non -renewal, but not Including conditional notice of renewal. 3. Our mailing or delivery of notification described in Paragraphs 1. and 2. above is intended as a courtesy only. Our failure to provide such mailing or delivery will not: a. Extend the policy cancellation or non -renewal date; b. Negate the cancellation or non -renewal; or c. Provide any additional insurance that would not have been provided in the absence of this endorsement. 4. We are not responsible for the accuracy, integrity, timeliness and validity of information contained in the list provided to us as described in Paragraphs 1. and 2. above. All other terms and conditions of this policy remain unchanged. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The Information below is required only when this endorsement Is issued subsequent to preparation of the policy.) Endorsement Effective 08/01/2019 Policy No. WC 9243961-08 Endorsement No. Insured: Synagro Technologies, Inc. Premium $Intl Insurance Company: American Zurich Insurance Company WC 99 06 43 Wage 1 of 1 (Ed. 01-13) Includes copyright material of the National Council on Compensation Insurance, Inc. used with its permission. 0 2012 Copyright National Council on Compensation Insurance, Inc. All Rights Reserved. AGENCY CUSTOMER ID: FREEAND-02 LOC ##: ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMEUINSURED Ames & Gough Freese and Nichols, Inc. 4055 International Plaza, Suite 200 POLICY NUMBER Fart Worth TX 76109 CARRIER I NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS ACORD 101 (2008101) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 41 PKG8901913 COMMERCIAL GENERAL LIABILITY CG 20 10 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURE® o OWNERS, LESSEES OR CONTRACTORS o SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Oraanization(s): I Location(s) Of Covered Operations Any person or organization, you have agreed by means of a written contract or agreement, to add as an additional in- sured; such person or organization is an additional insured on this policy. When required by a written contract or agreement, cover- age afforded to these additional insured parties will be primary to and non-contributory with any other insurance available to that person or organization. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) desig- nated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclu- sions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equip- ment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontractor en- gaged in performing operations for a principal as a part of the same project. CG 20 10 07 04 ©1SO Properties, Inc., 2004 Page 1 of 1 13 POLICY NUMBER: 41PKG8901913 COMMERCIAL GENERAL LIABILITY CG 20 37 01 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - ®MINERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) I Or Orcianization(s): f Location And Description Of Completed Operations Any person or organization, you have agreed by means of a written contract or agreement, to add as an addi- tional insured; such person or organization is an addi- tional insured on this policy. When required by a written contract or agreement, coverage afforded to these additional insured parties will be primary to and non-contributory with any other insurance available to that person or organization. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury" or "property dam- age" caused, in whole or in part, by "your work" at the location designated and described in the sched- ule of this endorsement performed for that additional insured and included in the "products -completed operations hazard". CG 20 3707 04 © ISO Properties, Inc., 2004 Page 1 of 1 13 POLICY NUMBER: 41 PKG8901913 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST ®TIA ERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: WAIVER OF SUBROGATION APPLIES WHERE REQUIRED BY WRITTEN AGREEMENT WITH OUR NAMED INSURED AS LONG AS THE REQUEST OCCURS PRIOR TO A LOSS. this Schedu The following is added to Paragraph 8. Transfer Of Rglhts Of Recovery Against Others To Us of Section IV Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or 'Your work" done under a contract with that person or organization and included in the "products - completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 1 13 POLICY NUMBER: 41 PKG8901913 COMMERCIAL AUTO CA20481013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABI LITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: THE WALSH GROUP, LTD. Endorsement Effective Date: SCHEDULE Name Of Person(s) Or Organization(s): ANY PERSON OR ORGANIZATIONS, WHEN REQUIRED BY WRITTEN CONTRACT OR AGREEMENT, ARE AN ADDITIONAL INSURED. THIS INSURANCE IS PRIMARY AND NON-CONTRIBUTORY AS RESPECTS TO THE PERSON OR ORGANIZATION. I Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph Al. of Section II — Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I — Covered Autos Coverages of the Auto Dealers Coverage Form. CA20481013 0 Insurance Services Office, Inc., 2011 Page 1 of 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule ANY PERSON OR ORGANIZATION WHERE WAIVER OF OUR RIGHT TO RECOVER IS REQUIRED BY WRITTEN CONTRACT OR AGREEMENT. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 06/01/2019 Policy No. 41 WC18910906 Endorsement No. Insured WALSH CONSTRUCTION GROUP, LLC Premium INCL. Insurance Company ARCH INSURANCE COMPANY Countersigned By 0 1983 National Council on Compensation insurance. POLICY NUMBER: 41 PKG8901913 COMMERCIAL AUTO CA04441013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY ALAI N Sig ®TIC ERS TO US (WAIVER OF S UBROGATo ON) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: THE WALSH GROUP, LTD. Endorsement Effective Date: SCHEDULE Names) Of Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION THAT REQUIRES A WAIVER FROM THE NAMED INSURED VIA A WRTTTEN CONTRACT PRIOR TO THE ACCIDENT OR LOSS. I Information required to complete this Schedule, if not shown above, will be shown in the Declarations. I The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. CA 04 44 10 13 0 Insurance Services Office, Inc., 2011 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION! - CERTIFICATE HOLDERS (SPECIFIED DAYS) The person(s) or organization(s) listed or described in the Schedule below have requested that they receive written notice of cancellation when this policy is cancelled by us. We will mail or deliver to the Person(s) or Organization(s) listed or described in the Schedule a copy of the written notice of cancellation that we sent to you. If possible, such copies of the notice will be mailed at least 60 days, except for cancellation for non-payment of premium which will be mailed 10 days, prior to the effective date of the cancellation, to the address or addresses of certificate holders as provided by your broker or agent. Schedule Person(s) or Organization(s) including mailing address: All certificate holders where written notice of the cancellation of this policy is required by written contract, permit or agreement with the Named Insured and whose names and addresses will be provided by the broker or agent listed in the Declarations Page of this policy for the purposes of complying with such request. This notification of cancellation of the policy is intended as a courtesy only. Our failure to provide such notification to the person(s) or organization(s) shown in the Schedule will not extend any policy cancellation date nor impact or negate any cancellation of the policy. This endorsement does not entitle the person(s) or organization(s) listed or described in the Schedule above to any benefit, rights or protection under this policy. Any provision of this endorsement that is in conflict with a statute or rule is herebyamended to conform to that statute or rule. All other terms and conditions of this policy remain unchanged. Endorsement Number: Policy Number: 41PKG8901913 Named Insured: THE WALSH GROUP, LTD This endorsement is effective on the inception date of this Policy unless otherwise stated herein: Endorsement Effective Date: 06-01-19 00 ML0087 00 11 10 Page 1 of 1 TEAS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATIONINONRFNEWAL - CERTIFICATE HOLDERS (SPECIFIED DAYS) The person(s) or organization(s) listed or described in the Schedule below have requested that they receive written notice of cancellation or non -renewal when this policy is cancelled by us. We will mail or deliver to the Person(s) or Organization(s) listed or described in the Schedule a copy of the written notice of cancellation or non -renewal that we sent to you. If possible, such copies of the notice will be mailed at least 60 days, except for cancellation for non-payment of premium which will be mailed 10 days, prior to the effective date of the cancellation or non -renewal, to the address or addresses of certificate holders as provided by your broker or agent. Schedule Person(s) or Organization(s) including mailing address: All certificate holders where written notice of cancel lationlnon-renewal of this policy is required by written contract, permit or agreement with the Named Insured and whose names and addresses will be provided by the broker or agent listed in the Declarations Page of this policy for the purposes of complying with such request. This notification of cancellation/non-renewal of the policy is intended as a courtesy only. Our failure to provide such notification to the person(s) or organization(s) shown in the Schedule will not extend any policy cancellation or non -renewal date nor impact or negate any cancellation or non -renewal of the policy. This endorsement does not entitle the person(s) or organization(s) listed or described in the Schedule above to any benefit, rights or protection under this policy. Any provision of this endorsement that is in conflict with a statute or rule is hereby amended to conform to that statute or rule. All other terms and conditions of this policy remain unchanged. Issued By: ARCH INSURANCE COMPANY Endorsement Number: Policy Number: 41WC18910906 Named Insured: WALSH CONSTRUCTION GROUP, LLC Endorsement Effective Date: 06-01-2019 President ��J 00 ML0207 00 11 03 Includes copyright material of Insurance Services Office, Inc Page 1 of 1 with its permission ATTACHMENT H BONDS Total Design -Build Cost $58,001,558 Less Design Cost (Freese & Nichols) ($2,915,346) Total Bond Requirement $551086,212 ® Archer Western Construction Bonds $32,588,779 (Payment & Performance Bonds) Andritz Seperation Technologies Bonds $18,231,509 (Payment & Performance Bonds) ® Synagro of Texas -CDR Bonds $4,265,924 (Payment & Performance) ® Synagro of Texas -CDR Bond o 1 Year of Opns Cost (Operation Bond) BOND DUMBER: 107173451 00 61 13 - 1 PERFORMANCE BOND Page 1 of 2 1 SECTION 00 6113 2 PERFORMANCE BOND 3 4 THE STATE OF TEXAS § 5 § KNOW ALL BY THESE PRESENTS: 6 COUNTY OF TARRANT § 7 8 That we, Archer Western Construction, LLC , known as 9 "Principal" herein and Travelers Casualty and Surety Col-rnpan_y , a corporate 10 surety(sureties, if more than one) duly authorized to do business in the State of Texas, known as I 1 "Surety" herein (whether one or more), are held and firmly bound unto the City of Fort Worth, a 12 municipal corporation created pursuant to the laws of Texas, known as "City" herein, in the penal 'I9lirty-Two Million, Pine Hundred Eigbty-Eight Thousand, 13 sum of, Seven ffundred Soign1y-Nine Dollars and Q01100 Dollars 14 ($ 32,588,779.00 ), lawful money of the United States, to be paid in Fort Worth, 15 Tarrant County, Texas for the payment of which sum well and truly to be made, we bind 16 ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, 17 firmly by these presents. 18 WHEREAS, the Principal has entered into a certain written contract with the City 19- awarded the 27th day of —December _ , 2019_, which Contract is hereby referred to and 20 21 22 23 24 25 26 27 28 29 30 31 made a part hereof for all purposes as if fully set forth herein, to furnish all materials, equipment labor and other accessories defined by law, in the prosecution of the Work, including any Change Orders, as provided for in said Contract designated as Fort Worth Biosolids Management and Beneficial Reuse Project Number 101961 NOW, THEREFORE, the condition of this obligation is such that if the said Principal shall faithfully perform it obligations under the Contract and shall in all respects duly and faithfully perform the Work, including Change Orders, under the Contract, according to the plans, specifications, and contract documents therein referred to, and as well during any period of extension of the Contract that may be granted on the part of the City, then this obligation shall be and become null and void, otherwise to remain in full force and effect. PROVIDED FURTHER, that if any legal action be filed on this Bond, venue shall lie in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort 32 Worth Division. CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS port Worth Biosolids Management and Beneficial Reuse Revised July 1, 2011 Project Number 101961 006113-2 PERFORMANCE BOND Page 2 of 2 I This bond is made and executed in compliance with the provisions of Chapter 2253 of the 2 Texas Government Code, as amended, and all liabilities on this bond shall be determined in 3 accordance with the provisions of said statue. 4 IN WITNESS WHEREOF, the Principal and the Surety have SIGNED and SEALED 5 this instrument by duly authorized agents and officers on this the 27th day of December 6,2019 7 8 9 10 I1 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 ATTES (Principal Bret Matthew M. Walsh, IV, Secretary Witness as to Principal Witness as t urety beryl Solomon, Witness PRINCIPAL: Archer Western Construction, LLC BY: Signature Daniel P. Walsh, President Name and Title Address: 1411 Greenway Dr. bxinp, X 75018 — SURETY: Travel s Casualtv anidtSuretv Com any BY: Signature Patricia Collins, Attorney -in -Fact Name and Title Address: One Tower Square Hartford CT 06183 Telephone Number: 630-961-7037 41 *Note: If signed by an officer of the Surety Company, there must be on file a certified extract 42 from the by-laws showing that this person has authority to sign such obligation. If 43 Surety's physical address is different from its mailing address, both must be provided. 44 The date of the bond shall not be prior to the date the Contract is awarded. 45 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Fort Worth Biosolids Management and Beneficial Reuse Revised July 1, 2011 Project Number 101961 BOND NUMBER: 107173451 0061 14 - 1 PAYMENT BOND Page 1 of 2 i SECTION 00 6114 2 PAYMENT BOND 3 4 THE STATE OF TEXAS § 5 § KNOW ALL BY THESE PRESENTS: 6 COUNTY OF TARRANT § 7 8 That we, Archer Western Construction, LLC known as 9 "Principal" herein, and Travelers Casualty and Surety Company a 10 corporate surety (sureties), duly authorized to do business in the State of Texas, known as 11 "Surety" herein (whether one or more), are held and firmly bound unto the City of Fort Worth, a 12 municipal corporation created pursuant to the layyyys of the State of Texas, known as "City" herein, Thirty -Two Miililon, Five Hundred Eighty -Eight Thousand, 13 in the penal sum of Seven Hundred Seventy -Nitre Dollars and 00/100 Dollars 14 ($ 32,5 88_ _,"/79_QQ ), lawful money of the United States, to be paid in Fort Worth, 15 Tarrant County, Texas, for the payment of which sum well and truly be made, we bind ourselves, 16 our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these 17 presents: 18 WHEREAS, Principal has entered into a certain written Contract with City, awarded the 19 =MtL_day of December , 2012_, which Contract is hereby referred to and 20 made a part hereof for all purposes as if fully set forth herein, to furnish all materials, equipment, 21 labor and other accessories as defined by law, in the prosecution of the Work as provided for in 22 said Contract and designated as Fort Worth Biosolids Management and Beneficial Reuse Project Number 101961 23 NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION is such that if 24 Principal shall pay all monies owing to any (and all) payment bored beneficiary (as defined in 25 Chapter 2253 of the Texas Government Code, as amended) in the prosecution of the Work under 26 the Contract, then this obligation shall be and become null and void; otherwise to remain in full 27 force and effect. 28 This bond is made and executed in compliance with the provisions of Chapter 2253 of the 29 Texas Government Code, as amended, and all liabilities on this bond shall be determined in 30 accordance with the provisions of said statute. 31 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Fort Worth Biosolids Management and Beneficial Reuse Revised July 1, 2011 Project Number 101961 2 006114-2 PAYMENT BOND Page 2 of 2 IN WITNESS WHEREOF, the Principal and Surety have each SIGNED and SEALED this instrument by duly authorized agents and officers on this the 27th , day of �Decetrl_,eI° _, 20 19 - ATTEST: �3 (Prineip Secretaff Matthew M. Walsh, IV, _secretary Witness as to Principal Witness: ' ATMEW: w 2-6mmi r Witness Sheryl Solomon, Witness Witness as to Surety PRINCIPAL: Archer Western Construction, LLC BY: Signature _Daniel P. Walsh, President Name and Title Address: 1411 Greenway Dr. SURETY: Travelers Casualty a d Surety Company BY: ftignaltutr( - Patricia Collins, Attorney -in -Fact Name and Title Address: One Tower Square Hartford. CT 061 83 Telephone Number: 630-961-7037 5 6 Note: If signed by an officer of the Surety, there must be on file a certified extract from the 7 bylaws showing that this person has authority to sign such obligation. If Surety's physical 8 address is different from its mailing address, both must be provided. 9 10 The date of the bond shall -lot be prior to the date the Contract is awarded. 11 END OF SECTION 12 CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Fort Worth BiosoIids Management and Beneficial Reuse Revised July 1, 2011 Project Number 101961 DUAL OBLIGEE TRAVELERS CASUALTY AND SURETY COMPANY RIDER Hartford, Connecticut 06183 This Rider is executed concurrently with and shall be attached to and form a part of Performance and Payment Bond No. 107173451. WHEREAS, on or about the 27th day of December , 2019, Archer.l►►destern Construction, Lt.C, (hereinafter called the "Principal"), entered into a written agreement (hereinafter called the "Contract") with Cat of Fort Worth, Texas (hereinafter called the "Primary Obligee") for I"ort Worth Siosolids Management and Beneficial Reuse, P 11ect Pio.101961 hereinafter called the "Project"); and WHEREAS, the Primary Obligee requires that Principal provide performance and payment bonds and that Svnauro Technologies, ing and their successors and assigns, be named as additional obligees under the Performance and Payment Bond; and WHEREAS, Principal and the Surety have agreed to execute and deliver this Rider currently with the execution of Performance and Payment Bond No. 107173451 (hereinafter referred to as "Performance and Payment Bonds") upon the conditions herein stated. NOW, THEREFORE, the undersigned hereby agree and stipulate that Svnagro Technologies, Inc. shall be added to the Performance and Payment Bonds as named obligees (hereinafter referred to as "Additional Obligees"). PROVIDED., HOWEVER, that the Surety shall not be liable under the Performance and Payment Bonds to the Primary Obligee, the Additional Obligees, or any of them, unless the Primary Obligee, the Additional Obligees, or any of them, shall make payments to the Principal (or in the case the Surety arranges for completion of the Contract, to the Surety) strictly in accordance with the terms of said Contract as to payments and shall perform all other obligations to be performed under said Contract at the time and in the manner therein set forth; and PROVIDED, FURTHER that the aggregate liability of the Surety under these Performance and Payment Bonds, to any or all of the obligees, as their interests may appear, is limited to the penal sum of said Performance and Payment Bonds, that the Additional Obligee's rights hereunder are subject to the same defenses Principal andlor Surety have against the Primary Obligee, and that the total liability of the Surety shall in no event exceed the amount recoverable from the Principal by the Primary Obligee under the Contract; and PROVIDED, FURTHER that the Surety may, at its option, make any payments under said Performance and Payment Bonds by check issued jointly to all of the obligees. Except as herein modified, said Performance and Payment Bond No. 107173451 shall be and remains in full force and effect. Signed, sealed and dated this 27th day of December 2019. Archer Western Construction, LLC By:® a Wash, President TraveleM Casuplty and Wely Company By: atricia Collins, Attorneyin•F'act _- - Travelers Casualty and Surety Company of America �. Travelers Casualty and Surety Company TRAVELS S.1 St. Paul Fire and Marine Insurance Company POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That Travelers Casualty and Surety Company of America, Travelers Casualty and Surety Company, and St. Paul Fire and Marine Insurance Company are corporations duly organized under the laws of the State of Connecticut (herein collectively called the "Companies"), and that the Companies do hereby make, constitute and appoint Patricia Collins of Chicago, Illinois, their true and lawful Attorney -in -Fact to sign, execute, seal and acknowledge any and all bonds, recognizances, conditional undertakings and other writings obligatory inthe nature thereof on behalf of the Companies in their business of guaranteeing the fidelity of persons, guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law. IN WITNESS WHEREOF, the Companies have caused this instrument to be signed, and their corporate seals to be hereto affixed, this 3rd day of February, 2017. Fat ((��P D p4A ®rr N 6 t o A g_i�. ' O 49 State of Connecticut By:e''�� City of Hartford ss. Robert L. Raney, aeor Vice President On this the 3rd day of February, 2017, before me personally appeared Robert L. Raney, who acknowledged himself to be the Senior Vice President of Travelers Casualty and Surety Company of America, Travelers Casualty and Surety Company, and St. Paul Fire and Marine Insurance Company, and that he, as such, being authorized so to do, executed the foregoing Instrument for the purposes therein contained by signing an behalf of the corporations by himself as a duly authorized officer. In Witness Whereof, i hereunto set my hand and official seal. My Commission expires the 30th day of June, 2021d11' 0*(az Man C. Tetreault, Notary Public This Power of Attorney is granted under and by the authority of the following resolutions adopted by the Boards of Directors of Travelers Casualty and Surety Company of America, Travelers Casualty and Surety Company, and St. Paul Fire and Marine Insurance Company, which resolutions are now in full force and effect, reading as follows: RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President, any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary may appoint Attorneys -in -Fact and Agents to act for and on behalf of the Company and may give such appointee such authority as his or her certificate of authority may prescribe to sign with the Company's name and seal with the Company's seal bonds, recognizances, contracts of indemnity, and other writings obligatory in the nature of a bond, recognizance, or conditional undertaking, and any of said officers or the Board of Directors at any time may remove any such appointee and revoke the power given him or her; and it is FURTHER RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President may delegate all or any part of the foregoing authority to one or more officers or employees of this Company, provided that each such delegation is in writing and a copy thereof is filed in the office of the Secretary; and it is FURTHER RESOLVED, that any bond, recognizance, contract of indemnity, or writing obligatory in the nature of a bond, recognizance, or conditional undertaking shall be valid and binding upon the Company when (a) signed by the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary and duly attested and sealed with the Company's seal by a Secretary or Assistant Secretary; or (b) duly executed (under seal, if required) by one or more Attorneys -in -Fact and Agents pursuant to the power prescribed in his or her certificate or their certificates of authority or by one or more Company officers pursuant to a written delegation of authority; and it is FURTHER RESOLVED, that the signature of each of the following officers: President, any Executive Vice President, any Senior Vice President, any Vice President, any Assistant Vice President, any Secretary, any Assistant Secretary, and the seal of the Company may be affixed by facsimile to any Power of Attorney or to any certificate relating thereto appointing Resident Vice Presidents, Resident Assistant Secretaries or Attorneys -in -Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof, and any such Power of Attorney or certificate bearing such facsimile signature or facsimile sea] shall be valid and binding upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding on the Company in the future with respect to any bond or understanding to which It is attached. i, Kevin E. Hughes, the undersigned, Assistant Secretary of Travelers Casualty and Surety Company of America, Travelers Casualty and Surety Company, and St. Paul Fire and Marine Insurance Company, do hereby certify that the above and foregoing is a true and correct copy of the Power of Attorney executed by said Companies, which remains in full force and effect. Dated this 27th day of December , 2019 wjy�'� Lev n,y ,��'• Kevin E. Hughes, Assi taut Secretary To verify the authenticity of this Power of Attorney, please call us at 1-800- 21 3880, Please refer to the above named Attornerin fact and the details of the bond to which the power is attached. Dockiniont A3121m — 2010 Performance Bond # 30086661 CONTRACTOR: (Name, legal status and address) ANDRITZ SEPARATION TECHNOLOGIES INC. 1010 Commercial Blvd S. Arlington, TX 76001 OWNER: (Name, legal status and address) Syynagro of Texas -CDR, Inc. C/o Synagro Technologies, Inc. 436 Williams Court Suite 100 Baltimore, MD 2104 CONSTRUCTION CONTRACT Date: 12/27/2019 Amount: $18,231,709.00 SURETY: (Name, legal status and principal place of business) WESTERN SURETY COMPANY 151 N Franklin Street Chicago, IL 60606 This document has Important legal consequences, Consultation with an attorney is encouraged with respect to its completion or modification, Any singular reference to Contractor, Surety. Owner or other party shall be considered plural where applicable. AIA Document A312-2010 combines two separate bonds, a Performance Bond and a Payment Bond, into one form. This is not a single combined Performance and Payment Bond Description: (Name and location) DDS 140 Dryer and Associated Systems and Equipment; Blosolids Waste Management Facility, Fort Worth, TX BOND Date: 1/1612020 (Not earlier than Construction Contract Date) Amount' $18,231,709.00 Modifications to this Bond: El Nonel=l See �l vjjq IINNIN CONTRACTOR AS PRINCIPAL , } �W 'SURETY Company: ANDRITZ SEPAFIATION TECA _ ,L GIS,S,41%le z�ornpany: WESTERN SU W°I'Y COMPANY (Corporate Seal) ,' ;Corporatq lagl} Signature: Signature: Name and Tom: Rud'nuth�� i1e1^,J�s.'isr i , icy , :r�� �; Name An T t e: Renee A. Manny,,Attort�ey-in-fact (Any additional signatures appear an the last goo tjl PerftirmartCe Bor�d� eFOR INFORMATION ONLY— Name, a toss and to Ai k AOEMT or BROKER' OWNFR`S REPRESENTATION: (Architect, Engineer or other party: ROSE & KIERNAN - EAST GREEN13USH 99 Troy Rd East Greenbush, NY 12061 AIAOoccmentA312'°'-2010. The gmericanInstitute atArchitects. § 1 The Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to the Owner for the performance of the Construction Contract, which is incorporated herein by reference. § 2 If the Contractor performs the Construction Contract, the Surety and the Contractor shall have no obligation under this Bond, except when applicable to participate in a conference as provided in Section 3. § 3 If there is no Owner Default under the Construction Contract, the Surety's obligation under this Bond shall arise after the Owner first provides notice to the Contractor and the Surety that the Owner is considering declaring a Contractor Default. Such notice shall indicate whether the Owner is requesting a conference among the Owner, Contractor and Surety to discuss the Contractor's performance. If the Owner does not request a conference, the Surety may, within five (5) business days after receipt of the Owner's notice, request such a conference. lithe Surety timely requests a conference, the Owner shall attend. Unless the Owner agrees otherwise, any conference requested under this Section 3.1 shall be held within ten (10) business days of the Surety's receipt of the Owner's notice. If the Owner, the Contractor and the surety agree, the Contractor shall be allowed a reasonable time to perform the Construction Contract, but such an agreement shall trot waive the Owner's right, if any, subsequently to declare a Contractor Default; the owner declares a Contractor Default, terminates the Construction Contract and notifies the Surety; and the Owner has agreed to pay the Balance of the Contract Price in accordance with the terms of the Construction Contract to the Surety or to a contractor selected to perform the Construction Contract. .1 § 4 Failure on the part of the Owner to comply with the notice requirement in Section 3.1 shall not constitute a failure to comply with a condition precedent to the Surety's obligations, or release the Surety from its obligations, except to the extent the Surety demonstrates actual prejudice. § 5 When the Owner has satisfied the conditions of Section 3, the Surety shall promptly and at the Surety's expense take one of the following actions; § 5.1 Arrange for the Contractor, with the consent of the Owner, to perform and complete the Construction Contract; § 5.2 Undertake to perform and complete the Construction Contract itself, through its agents or Independent contractors; § 5.3 Obtain bids or negotiated proposals from qualified contractors acceptable to the Owner for a contract for performance and completion of the Construction Contract, arrange for a contract to be prepared for execution by the Owner and a contractor selected with the Owner's concurrence, to be secured with performance and payment bonds executed by a qualified surety equivalent to the bonds issued on the Construction Contract, and pay to the Owner the amount of damages as described in Section 7 in excess of the Balance of the Contract Price incurred by the Owner as a result of the Contractor Default; or § 5.4 Waive its right to perform and complete, arrange for completion, or obtain a new contractor and with reasonable promptness under the circumstances: .1 After investigation, determine the amount for which it may be liable to the Owner and, as soon as practicable after the amount is determined, make payment to the Owner; or .2 Deny liability in whole or in part and notify the Owner, citing the reasons for denial. § 6 If the Surety does not proceed as provided in Section 5 with reasonable promptness, the Surety shall be deemed to be In default on this Bond seven days after receipt of an additional written notice from the Owner to the Surety demanding that the Surety perform its obligations under this Bond, and the Owner shall be entitled to enforce any remedy available to the Owner. If the Surety proceeds as provided in Section 5.4, and the Owner refuses the payment or the Surety has denied liability, in whole or in part, without further notice the Owner shall be entitled to enforce any remedy available to the Owner. AIA Document A312--2010. The American institute afArchilects § 7 If the Surety elects to act under Section 5.1, 5.2 or 5.3, then the responsibilities of the Surety to the Owner shall not be greater than those of the Contractor under the Construction Contract, and the responsibilities of the Owner to the Surety shall not be greater than those of the Owner under the Construction Contract. Subject to the commitment by t1e Owner to pay the Balance of the Contract Price, the Surety is obligated, without duplication, for 3 the responsibilities of the Contractor for correction of defective work and completion of the Construction Contract: .2 additional legal, design professional and delay costs resulting from the Contractor's Default, and resulting from the actions or failure to act of the Surety under Section 5; and .3 liquidated damages, or if no liquidated damages are specified in the Construction Contract, actual damages caused by delayed performance or non-performance of the Contractor. § S If the Surety elects to act under Section 5.1, 5.3 or 5.4, the Surety's liability is limited to the amount of this Bond. § 9 The Surety shall not be liable to the Owner or others for obligations of the Contractor that are unrelated to the Construction Contract, and the Balance of the Contract Price shall not be reduced or set off on account of any such unrelated obligations. No right of action shall accrue on this Bond to any person or entity other than the Owner or its heirs, executors, administrators, successors and assigns. § 14 the Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related subcontracts, purchase orders and other obligations, § 11 Any proceeding, legal or equitable, under this Bond may be instituted in any court of competent jurisdiction in the location in which the work or part of the work is located and shall be instituted within two years after a declaration of Contractor Default or within two years after the Contractor ceased working or within two years after the Surety refuses or fails to perform Its obligations under this Bond, whichever occurs first. If the provisions of this Paragraph are void or prohibited by law, the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable. § 12 Notice to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the page on which their signature appears. § 13 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions conforming to such statutory or other legal requirement shall be deemed incorporated herein. When so furnished, the intent is that this Bond shall be construed as a statutory bond and not as a common law bond. § 14 Definitions § 14.1 Balance of the Contract Price. The total amount payable by the Owner to the Contractor under the Construction Contract after all proper adjustments have been made, including allowance to the Contractor of any amounts received or to be received by the Owner in settlement of insurance or other claims for damages to which the Contractor is entitled, reduced by all valid and proper payments made to or on behalf of the Contractor under the Construction Contract. § 14.2 Construction Contract. The agreement between the Owner and Contractor identified on the cover page, including all Contract Documents and changes made to the agreement and the Contract Documents. § 14.3 Contractor Default. Failure of the Contractor, which has not been remedied or waived, to perform or otherwise to comply with a material term of the Construction Contract. § 14.4 Owner Default. Failure of the Owner, which has not been remedied or waived, to pay the Contractor as required under the Construction Contract or to perform and complete or comply with the other material terms of the Construction Contract. § 14.5 Contract Documents. All the documents that comprise the agreement between the Owner and Contractor. § 15 If this Bond is issued for an agreement between a Contractor and subcontractor, the term Contractor in this Bond shall be deemed to be Subcontractor and the term Owner shall be deemed to be Contractor AIA Document A312— — 2010, The American institute of Architects, § 16 Modifications to this bond are as follows: (Space is provided below for additional signatures of addedparties, other than those a earinc on the caverT a e. QNTRACTOR A tPAL Company: Cor orate Seal SURETY Com and (Corporate Seal Siunature: Signature: Name and Title: Name and Title: Address: Address: Caution: You should sign an original AIA Contract Document, on which this text appears in RED. An original assures that changes will be not be obscured, AIA Document A3121" — 2010, The American Institute of Architects 4 Dual Obligee Rider TO BE ATTACHED TO and form part of Bond Number 30086561 issued by the Western Surety Company _ as Surety, on behalf of Andritz Separation Technolo les inc. to as the Principal, and in favor of Synagro of Texas -CDR, Inc. hereinafter referred hereinafter referred to as the Obligee, in the sum of Eighteen Million, two Hundred Thirty One Thousand, Seven Hundred Dine and 00MOO Dollars ($18.231 �t79.00 ), effective the 27th day of _Rer, tuber __, 2019 In consideration of the sum of One Dollar ($1.00), and other good and valuable consideration receipt of which Is hereby acknowledged, the Undersigned hereby agree as follows: 1. The C!tyof Ft. Worth, 200 Texas Street, Fort Worth, TX 76102 is hereby added to said bond as an additional obligee. 2. The Surety shall not be liable under this bond to the Obligee, or either of them unless the said Obligees, or either of them, shall make payments to the Principal strictly In accordance with the terms of the said contract as to payments, and shall perform all other obligations to be performed under said contract at the time and in manner therein set forth. 3. No suit, action or proceeding by reason of any default whatever shall be brought on this bond after two (2) years from the day on which the final payment under said construction contract falls due. 4. Aggregate liability of Surety hereunder to Obligees is limited to the penal sum above stated and Surety, upon making payment hereunder, shall be subrogated to, and shall be entltled to an assignment of all rights of the payee with respect to the particular obligation discharged by the payment, either against principal or against any other party liable to the payee an the discharged obligation. SIGNED, SEALED AND DATED this 15th day of January .— 2020 ���►► i rrrr Witness: e: _ Accepted By_ Form F530-10.2001 ON 'reCI,••ri Andritz Separation Technologies, Inc. ti r,ogr'of'A (Principal) = N B o Sea AL �'.` •�i�rrrl2017 `1t%%�A�� Western Surety Company (Surety) By � {Sear, Renee A. Manny, Attorney -in -Fact STATR OF TEXAS ) COUNTY OF 1 �R/ZA&r Bond No. 30086561 C On this f i d day of Ta'0ttCV41 __, 2OZO, before me personally came O ROC / to me known, being sworn R by me, d depose and say ff that]she resides in p that she is the � �� iSfi. ��?/.���{ f - Of ANDRITZ SEPARATION TECHNOLOGIES, INC. O the corporation described in and which R executed the above instrument; that he/she knows the said seal of such A corporation; that the seal affixed to said instrument is such corporate T seal; and that it was so affixed by the order of the Board of Directors of T said corporation, and that he/she signed his/her name there a by like order. O N Sworn to and acknowledged on the above date, M,10.a STATE OF NEW YORK ) COUNTY OF RENSSELAER ) I N D I V I D U A L On this I5th day of January, 2020 Renee A. Manny to me known resides and duly sworn and says that he/she the WESTERN SURETY COMPANY #81, VIN, M{ARTHA PATRICIA RAMIREZ V ', Notary Public, State of Texas �f �. M Comm. Expires 01-20-2024 '�ih,°;,�1` Nota'ry ID 130514026 before me personally came in Rensselaer, NY is the Attorney--in-fact of and knows the corporate seal and that it was affixed thereto by authority of the Power of Attorney of said Company; of which a certified copy is attached; and that he/she signed said instrument as an Att r e y� n-Fn of said Company by like authority. /��j /d // Sworn to and acknowledged on the above date,/ !� STATE OF NEW YORK ) COUNTY OF ) JENNIF ,R S. VANAT Nota,y Pubi' , State of New York Qualified n Columbia County ,Reg d 01V,'.o135808 Commission Expires Oct. 24 20&/,1 On this day of� , before me personally came to me known and known to me to be the person described in and who executed the foregoing instrument and he thereupon acknowledged to me that he executed the same. Sworn to and acknowledged on the above date, Western Surety Company POWER OF ATTORNEY APPOINTING INDIVIDUAL ATTORNEY -IN -FACT Know All Men By These Presents, That WESTERN SURETY COMPANY, a South Dakota corporation, is a duly organized and existing corporation having its principal office in the City of Sioux Falls, and State of South Dakota, and that it does by virtue of the signature and seal herein affixed hereby make, constitute and appoint Arnold E Finaldi Jr, David W Cooper, Charles R Daniels III, Mark C Nickel, Kevin J Garrity, Christopher Tcrzian, Stephen J DonneIly, Audrey J Danielson, John C Tickner, Vikki L LaVean, Renee A Manny, Lori A Fralncett, Derek P Hannan, John F Murray Jr, Diane M Peligian, Jennifer ;Susan Vanat, Tanya M Volk, Mary Dixon, Milton H Kotin, Individually of East Greenbush, NY, its true and lawful Attorneys) -in -Fact with full power and authority hereby conferred to sign, seal and execute for and on its behalf bonds, undertakings and other obligatory instruments of similar nature - In Unlimited Amounts - and to bind it thereby as ful ly and to the same extent as if such instruments were signed by a duly authorized officer of the corporation and all the acts of said Attorney, pursuant to the authority hereby given, are hereby ratified and confirtned. This Power of Attorney is made and executed pursuant to and by authority of the By -Law printed on the reverse hereof, duly adopted, as indicated, by the shareholders of the corpomtion- In Witness Whereof, WESTERN SURETY COMPANY has caused these presents to be signed by its Vice President and its corporate seal to he hereto affixed on this 25th day of June, 2019. "RET"`yb WESTERN SURETY COMPANY a `"'ra oR4 tt bq� p4%N:i]AK au! T- Bruflat, Vice President State of South Dakota I ss County of Minnehaha On this 25th day of June, 2019, before me personally came Paul T. Bruflat, to me known, who, being by me duly sworn, did depose and say: that he resides in the City of Sioux Falls, State of South Dakota; that he is the Vier President of WESTERN SURETY COMPANY described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to the said instrument is such corporate seal; that it was so affixed pursuant to authority given by the Board of Directors of said corporation and that he signed his name thereto pursuant to like authority, and acknowledges same to be the act and deed of said corporation. My commission expires J- MOF[R '°�'i norurvs�rutc June 23, 2021 asomy��0� / J. Mohr, Notary Public CERTIFICATE I, L. Nelson, Assistant Secretary of WESTERN SURETY COMPANY do hereby certify that the Power of Attorney hereinabove set forth is still in force, and further certify that the By -Law of the corporation printed on the reverse hereof is still in force- In testimony whereof I have hereunto subscribed My name and affixed the seal of the said corporation this 15th day of January 2020 WESTERN SURETY COMPANY 00 �4 4'.0e�m "benn,u L. Nelson, Assistant Secretary Forcn F4290-7-2012 Go to www.cnasurety.com > Owner J Obligee Services > Validate Bond Coverage, if you want to verify bond authenticity. WESTERN SURETY COMPANY Sioux Falls, South Dakota Statement of Net Admitted Assets and Liabilities Qeeember 31, 2018 ASSETS Bonds $ 1,935,428,756 Stocks 28,070,811 Cash, cash equivalents, and short-term investments 28,110,934 Receivables for securities - Investment income due and accrued 17,684,993 Premiums and considerations 48,092.741 Amounts recoverable from reinsurers 2,689,618 Current federal and foreign income tux recoverable and interest thereon 109,624 Net deferred lax asset 11,721,985 Recelvablc from parent, subsidiaries, and a€fil€ales 11,902,908 Other assets _ _23,233 Total Assets $ 2.093.835.493 L!ABIILt€'IES ANQj5URPItUS Losses $ 216,656,892 Loss adjustmcnt expense 59,374,620 Commissions payable, contingent commissions and other similar charges 10,355,618 Other expenses (excluding taxes, license and fees) - Taxes, License and fees (excluding federal and foreign income taxes) 3,752,460 Federal and foreign income taxes payable 1,295,647 Uncttrned premiums 240,838,348 Advance premiums 5,412,052 Ceded reinsurance premiums payable (net of ceding commissions) 61,346 Amounts withheld or retained by company lbraccaunl of others 5,262,414 Provision for reinsurance 192,147 Payable to parent, subsidiaries and affiliates - Payable on security transactions - Other liabilities _ 76.602 _ Total Liabilities S 542,268,146 Surplus Account: Common stock 5 4,000,000 Gross paid in and contributed surplus 280,071,831 Unassigned funds 4 _ 1,257,495,510 Surplus as regards policyholders S 1,541,567,347 Total Liabilities and Capital $. _ _ 2,093,835.493 I, Victoria Baltrus, Vice President of Western Surely Company hereby certify that the above is an accurate representation of the financial statement of the Company dated December 31, 2018, as Filed with the various Insurance Departments and is a true and correct statement of the condition of Western Surety Company as of that date. WESTERN SURETY COMPANY Ily Vice President Subscribed and sworn to me this�fday of March 2019 My contmimlon expires: 6®l0�84�9040{uS4®*0et, 00V609ab �+ - "OFFICIAL SEAL" a ay., � - 4 CHRISTOPHER LOPATOWSICI Notary Public e Notary Public, $Bata of I twin o My Commission Fvlms 01/1412020 °o oaaaaaaaeaauooa000aoovwaoavo Co. ?,0 10 Document A,) V �I Payment Bond # 30086561 CONTRACTOR: (Name, legal status and address) ANDRITZ SEPARATION TECHNOLOGIES, INC. 1010 Commercial Blvd S. Arlington, TX 76001 OWNER: (Name, legal status and address) Syynagro of Texas -CDR, Inc. CIo Syynagro T'echnologieS Inc. 436 Williams Court, Sullte 400 Baltimore, MD 21224 CONSTRUCTION CONTRACT Date: 12/27/2019 Amount: $18,231,709.00 SURETY: (Name, legal status and principal place of business) WESTERN SURETY COMPANY 151 N Franklin Street Chicago, IL 60606 This document has important legal consequences, Consultation with an attorney is encouraged with respect to Its completion or modification. Any singular reference to Contractor, Surety, Owner or other party shall be considered plural where applicable. AIA Document A312-2010 combines two separate bonds, a Performance Bond and a Payment Bond, into one form. This is not a single combined Performance and Payment Bond Description: (Name and location) DDS 140 dryer and Associated Systems and Equipment; Biosolids Waste Management Facility, Fort Worth, TX BOND Date: 1/1512020 (Not earlier than Construction Contract Date) Amount: $18,231,709.00 r,��t�4ttlrltr,�f� N, g10N rt 4 Modifications to this Bond: I] No",-,e6'alacq i "1,8 cad.: ' C9 Co. CONTRACTOR AS PRINCIPAL N : r it'i Company: ANlw RITZ SEPA TION:T; (Corporate Seal) Signature: Narne and Titlo: c6—n/ Aile+;/4 E �j" �sufU•` (Any additional signatures ppear on the lestPage of his aymerlt 9ond))1 (FOR INFORMATION ONLY— Name, address and telephone) AGENT or BROKER: ROSE & KIERNAN - EAST GREENBUSH 99 Troy Rd East Greenbush, NY 12061 AIA Document A312"' -- 2010, The American Insilrute of Arthilecis, SURETY Company: WESTERN SURFQTY COMPANY (Corpors%pal) ' Signature: Name And Title: Renee A. Manny, Attorney -in -fact OWNER'S REPRESENTATION: (Architect, Engineer or other party: § t The Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to the Owner to pay for labor, materials and equipment furnished for use in the performance of the Construction Contract, which is incorporated herein by reference, subject to the following terms. S 2 if the Contractor promptly makes payment of all sums due to Claimants, and defends, indemnifies and holds harmless the Owner from claims, demands, liens or suits by any person or entity seeking payment for labor, materials or equipment furnished for use in the performance of the Construction Contract, then the Surety and the Contractor shall have no obligation under this Bond. 5 3 if there is no Owner Default under the Construction Contract, the Surety's obligation to the Owner under this Bond shall arise after the Owner has promptly notified the Contractor and the Surety (at the address described in Section 13) of claims, demands, liens or suits against the Owner or the Owner's property by any person or entity seeking payment for labor, materials or equipment furnished for use in the performance of the Construction Contract and tendered defense of such claims, demands, liens or suits to the Contractor and the Surety. § 4 When the Owner has satisfied the conditions in Section 3, the Surety shall promptly and at the Surety's expense defend, indemnify and hold harmless the Owner against a duly tendered claim, demand, lien or suit. § 5 The Surety's obligations to a Claimant under this Bond shall arise after the following: 5.1 Claimants, who do not have a direct contract with the Contractor, 1 have furnished a written notice of non-payment to the Contractor, stating with substantial accuracy the amount claimed and the name of the party to whom the materials were, or equipment was, furnished or supplied or for whom the labor was done or performed, within ninety (90) days after having last performed labor or last furnished materials or equipment included in the Claim, and 2 have sent a Claim to the Surety (at the address described in Section 13). S 5.2 Claimants, who are employed by or have a direct contract with the Contractor, have sent a Claim to the Surety (at the address described in Section 13). § 6 If a notice of non-payment required by Section 5.1.1 is given by the Owner to the Contractor, that is sufficient to satisfy a Claimant's obligation to furnish a written notice of non-payment under Section 5.1.1. � 7 When a Claimant has satisfied the conditions of Sections 5.1 or 5.2, whichever is applicable, the Surety shall promptly and at the Surety's expense take the following actions: S 7.1. Send an answer to the Claimant, with a copy to the Owner, within sixty (60) days after receipt of the Claim, stating the amounts that are undisputed and the basis for challenging any amounts that are disputed; and 7.2 Pay or arrange for payment of any undisputed amounts. 7.3 The Surety's failure to discharge its obligations under Section 7.1 or Section 7.2 shall not be deemed to constitute a waiver of defenses the Surety or Contractor may have or acquire as to a Claim, except as to undisputed amounts for which the Surety and Claimant have reached agreement. If, however, the Surety fails to discharge its obligations under Section 7.1 or Section 7.2, the Surety shall indemnify the Claimant for the reasonable attorney's fees the Claimant incurs thereafter to recover any sums found to be due and owing to the Claimant. 5 8 The Surety's total obligation shall not exceed the amount of this Bond, plus the amount of reasonable attorney's fees provided under Section 7.3, and the amount of this Bond shall be credited for any payments made in good faith by the Surety. S 9 Amounts owed by the Owner to the Contractor under the Construction Contract shall be used for the performance of the Construction Contract and to satisfy claims, if any, under any construction performance bond. By the Contractor furnishing and the Owner accepting this Bond, they agree that all funds earned by the Contractor in the performance of the Construction Contract are dedicated to satisfy obligations of the Contractor and Surety under this Bond, subject to the Owner's priority to use the funds for the completion of the work. AIA Document A312"'-2010, the American Institute of Architects. § 14 The Surety shall not be liable to the Owner; Claimants or others for obligations of the Contractor that are unrelated to the Construction Contract. The Owner shall not be liable for the payment of any costs or expenses of any Claimant under this Bond, and shall have under this Bond no obligation to make payments to, or give notice on behalf of, Claimants or otherwise have any obligations to Claimants under this Bond. § 11 The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related subcontracts, purchase orders and other obligations. 12 No suit or action shall be commenced by a Claimant under this Bond other than in a court of competent jurisdiction in the state in which the project that is the subject ofthe Construction Contract is located or after the expiration of one year from the date (1) on which the Claimant sent a Claim to the Surety pursuant to Section 5.1.2 or 5.2, or (2) on which the last labor or service was performed by anyone or the last materials or equipment were furnished by anyone under the Construction Contract, whichever of( 1) or (2) first occurs. 1f the provisions ofthis Paragraph are void or prohibited by law, the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable. § 13 ]Notice and Claims to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the page on which their signature appears. Actual receipt of notice or Claims, however accomplished, shall be sufficient compliance as of the date received. § 14 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed; any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted hercfrora and provisions conforming to such statutory or other legal requirement shall be deemed incorporated herein. When so furnished, the intent is that this Bond shall be construed as a statutory bond and not as a common law bond. 15 Upon request by any person or entity appearing to be a potential beueticiary of this Bond, the Contractor and Owner shall promptly furnish a copy of this Bond or shall permit a copy to be made. § 16 Definitions § 16.1 Claim. A written statement by the Claimant including at a minimum; .I the name of the Claimant; .2 the mmle of the person for whom the labor was done, or materials or equipment furnished; 3 a copy of the agreement or purchase order pursuant to which labor, materials or equipment was furnished for use in the performance of the Construction Contract; A a brief description of the labor, materials or equipment furnished; .5 the date on which the Claimant last performed labor or last furnished materials or equipment for use in the performance of the Construction Contract; .6 the total amount earned by the Claimant for labor, materials or equipment furnished as of the date of the Claim; .7 the total amount of previous payments received by the Claimant; and .8 the total amount due and unpaid to the Claimant for labor, materials or equipment furnished as of the date of the Claire. § 16.2 Claimant. An individual or entity having a direct contract with the Contractor or with a subcontractor of the Contractor to furnish labor, materials or equipment for use in the performance of the Construction Contract. The term Claimant also includes any individual or entity that has rightfully asserted a claim tinder an applicable mechanic's lien or similar statute against the real property upon which the Project is located. The intent ofthis Bond shall be to include without limitation in the terms "labor, materials or equipment" that part of water. gas, power, light, heat, oil, gasoline, telephone service or rental equipment used in the Construction Contract, architectural and engineering services required for performance of the work of the Contractor and the Contractor's subcontractors, and all other items For which a mechanic's lien may be asserted in the jurisdiction where the labor, materials or equipment were furnished. § 16.3 Construction Contract. 'rho agreement between the Owner and Contractor identified on the cover page, including all Contract Documents and all changes made to the agreement and the Contract Documents. AIA Document A312-- 2M. The American lnslRute of Architects, 7 § 16.4 Owner Default. Failure of the Owner, which has not been remedied or waived, to pay the Contractor as required under the Construction Contract or to perform and complete or comply with the other material terms of the Construction Contract. § 16.5 Contract documents. All the documents that comprise the agreement between the Owner and Contractor. § 17 If this Bond is issued for an agreement between a Contractor and subcontractor, the term Contractor in this Bond shall be deemed to be Subcontractor and the term owner shall be deemed to he Contractor. § 18 Modifications to this bond are as follows: (Space is provided below for additional signatures of addedparties, other than those appearing on the cover page.) CONTRACTOR AS PRINCIPAL. Company: (Corporate meal) SURF Y Company, (Corporate Seal Signature Si nature: Name and Title: Name and Title: Address: Address. Caution: You should sign an original AIA Contract Document, on which this text appears in RED. An original assures that changes will be not be obscured, AIA Document A312—' — 2010. The Americart InsU1ute of ArchftWs _ _ _ _ _ ......... _ __ _ Dual Obligee Rider TO BE ATTACHED TO and form park of Bond Number 3008656/ issued by the Western Surety Company __.. as Surety, on behalf of And ritz Separation Technologieshig, to as the Principal, and in favor of Syna ro of Texas -CDR, Inc. , hereinafter referred , hereinafter referred to as the Obligee, in the Sum of Eighteen Million, Two Hundred Thirty One Thousand, Seven Hundred Nine and 00l100 Dollars ($18231,709.00 ), effective the 27th day of December_ 2019 In consideration of the sure of One Dollar ($1.00), and other good and valuable consideration receipt of which is hereby acknowledged, the Undersigned hereby agree as follows: 1 The City of Ft. Worth, 200 Texas Street, Fort Worth, TX 76102 is hereby added to said bond as an additional obligee. 1 The Surety shall not be liable under this bond to the Obligee, or either of them unless the said Obligees, or either of them, shall make payments to the Principal strictly in accordance with the terms of the said contract as to payments, and shall perform all other obligations to be performed under said contract at the time and in manner therein set forth. 3. No suit, action or proceeding by reason of any default whatever shall be brought on this bond after two (2) years from the day on which the final payment under said construction contract falls due. 4. Aggregate liability of Surety hereunder to Obligees is limited to the penal sum above stated and Surety, upon making payment hereunder, shall be subrogated to, and shall be entitled to an assignment of all rights of the payee with respect to the particular obligation discharged by the payment, either against principal or against any other party liable to the payee on the discharged obligation. SIGNED, SEALED AND DATED this 15th day of January � 2020 tstitirrrr+++ Witness: + u�af�la Vyukil As I4 5-tr-av�K Accepted By: Form F5341-10-2001 CIO N��, Andritz Separation Technologies, Inc. � �PORA oa�� (Principal) ~ rcc R ®'tan e�� q_e7l(' ^' ass tg5' ice" !.. +1r(IHOW Western Surety Company Surety) Renee A. Manny. Attorney -in -Fact STATE OF TEXAS ) COUNTY OF Tjq AJ } Bond No. 30086561 C On this /701 day of Y? twov 2020 , before me personally came fro titre known, being sworn �� _ R by me, did depose and say, that (ih ashe resides in /��� , , _ P that 10 she is the y_=� _ f ' See l t'3r _ ____ _-___RO f AN DRITZ SEPAPATION1 TECHNOLOGIES, INC. O the corporation described in and which R executed the above instrument; that he/she knows the said seal of such A corporation; that the seal affixed to said instrument is such corporate T seal; and that it was so affixed by the order of the Board of Directors of I said corporations and that he/she signed his/her name thereto by like order. O N Sworn to and acknowledged on the above date, & MA€ THA 111ClA I-- STATE OF NEW YORK ) _ ,Notary Public. State of TexaComm. expires 0t-a&aaz COUNTY OF RENSSELAEk2 liltNotary 17 130514825 lilt S U R E T Y I N D I V I D U A L On this 15th day of January, 2020 before me personally Renee A. Manny to me known resides in Rensselaer, NY and duly sworn and says that he/she is the Attorney--in-fact the WESTERN SURETY COMPANY and knows the corporate seal and that it was affixed of the Power of Attorney of said Company; of which attached; and that he/she signed said instrumPnt a an Company by like authority. Sworn to and acknowledged on the above date, STATE OF NEW YORK ) COUNTY OF } came of thereto by authority a certified copy is Attorney -in -Fact of LAU9 if, U l VI-" I l/ Commission Expires Oct 24, 20v On this day of _ before me personally came to me known and known to me to be the person described in and who executed the foregoing instrument and he thereupon acknowledged to me that he executed the same. Sworn to and acknowledged on the above date, said Western Surety Company POWER OF ATTORNEY APPOINTING INDIVIDUAL ATTORNEY -IN -FACT Know All Men By These Presents, That WESTERN SURETY COMPANY, a South Dakota corporation, is n duly organized and existing corporation having its principal office in the City of Sioux Falls, and State of South Dakota, and that it does by virtue of the signature and seal herein affixed hereby make, constitute and appoint Arnold E Finaldi Jr, David W Cooper, Charles R Daniels III, Mark C Nickel, Kevin J Garrity, Christopher Terzian, Stephen J Donnelly, Audrey J Danielson, John C Tickner, Vikki L LaVean, Renee A Manny, Lori A Francett, Derek P Hannon, John F Murray Jr, Diane M Peligian, Jennifer Susan Vanat, Tanya M Volk, Mary Dixon, Milton H Kotin, Individually of East Greenbush, NY, its true and lawful Attorney(s)-in-Pact with full power and authority hereby conferred to sign, seal and execute for and on its behalf bonds, undertakings and other obligatory instruments of similar nature - In Unlimited Amounts - and to bind it thereby as fully and to the same extent as if such instruments were signed by a duly authorized officer of the corporation and all the acts of said Attorney, pursuant to the authority hereby given, are hereby ratified and confirmed. This Power of Attorney is made and executed pursuant to and by authority of the By -Law printed an the reverse hereof, duly adopted, as indicated, by the shareholders of the corporation. In Witness Whereof, WESTERN SURETY COMPANY has caused these presents to be signed by its Vice President and its corporate seal to be hereto affixed on this 25th day of June, 2019. WESTERN SURETY COMPANY htnni�n�+W aul T. Brutiat, Vice President State of South Dakota ss County of Minnehaha On this 25th day of June, 2019, before me personally came Paul T. Brunat, to me known, who, being by me duly sworn, did depose and say; that he resides in the City of'Sioux Falls, State of South Dakota; that he is the Vice President of WESTERN SURETY COMPANY described in and which executed the above instrument; that he knows the seal of said corporation; that the seal affixed to the said instrument is such corporate seal; that it was so affixed pursuant to authority given by the Board of Directors of said corporation and that he signed his name thereto pursuant to like authority, and acknowledges same to be the act and deed of said corporation. My commission expires J.'M'—"�''f'°� Cl �rar►ztvPusuar �� f June 23, 2021 saun+rwearn J. Mohr, Notary Public CERTIFICATE I, L. Nelson, Assistant Secretary of WESTERN SURETY COMPANY do hereby certify that the Power of Attorney hereinabove set forth is still in force, and further certify that the By -Law of the corporation printed on the reverse hereof is still in force. In testimony whereof I have hereunto subscribed my name and affixed the seal of the said corporation this 15th day of January 2020 0� WESTERN SURETY COMPANY ryw��O�R�'a �OE A%- 2 L. Nelso n, Assistant Secretary Form F4280-7-20 t 2 Go to wWw.crtasurety.com > Owner / Obligee Services > Validate Bond Coverage, if you want to verify bond authenticity. WESTERN SURETV COMPANY Sioux Falls, South Dakota Statement of Net Admitted Assets and Liabilities December 31, 2018 ASSE?TS Bonds 1,935,428,756 Stocks 28,070,811 Cash, cash equivalents, and shod -term investments 28,110,934 Receivables for securities ' investment income due and accrued 17,684,893 Premiums and considerations 48,092,741 Amounts recoverable from reinsurers 2,689,618 Current federal and foreign income tax recoverable and interest thereon 109,624 Net deferred lax usset 1 1,721,985 Receivable from parent, subsidiaries, and affiliates 11,902,908 Other assets _ 23,233 Total Assets 283•831`493 Li&%1LrIj1 S ANQ SUI i'IAJS Losses 216,656,892 Loss adjustment expense 58,374,620 Commissions payable, contingent commissions and other similar charges 10,355,618 Ether expenses(excluding taxes, license and fees) - Taxes, Liccnse and fees (excluding federal and foreign income taxes) 3,752,460 Federal and foreign income taxes payable 1,295,647 Unearned premiums 240,838,348 Advance premiums 5,412,052 Ceded reinsurance premiums payable (net of ceding commissions) 61,346 Amounts withheld or retained by company fur account of others 5,262,414 Provision for reinsurance 182,147 Payable to parent, subsidlarias and affiriates - Payable on security transactions ' other liabilities 76,602 Total liabilities S� 542,268,1461 Surplus Account: Common stock S 4,000,000 Gross paid in and contributed surplus 280,071,937 Unassigned funds 1,257A95,510 surplus as regards policyholders S 1,541,567,347 Total Liabilities and Capital �$ --a—. I, Victoria Baltrus, Vice President of Western Surety Company hereby certify that the above is an accurate representation of the financial statement of the Company dalcd December 31, 2018, as filed with the various Insurance Departments and is a true and correct statement of the condition of Western Surety Company as of that.date. Subscribed and swam 10 me this day of March 2019 My corrimimion expires: o®maera�aaaooaarao-oaaeaamaaa4 o "OFFICIAL SEAS." o CHNSTOPHER LOPATOWSKI 4 N10taty Public, urato of 111rltnis Mir CCatttm"an Expires 0111412120 amoaaaa¢aoaoaoa000a000aaeo�c WESTERN SURETY COMPANY Vice President By Notary Public Bond No. ES00000547 SECTION 00 6113 PERFORMANCE BOND THE STATE OF TEXAS KNOW ALL BY THESE PRESENTS: COUNTY OF TARRANT § 006113-1 PERFORMANCE BOND Page 1 of 4 That we, Synaaro of Texas - CDR Inc , known as "Principal" herein and Everest Reinsurance Company , a corporate surety(sureties, if more than one) duly authorized to do business in the State of Texas, known as "Surety" herein (whether one or more), are held and firmly bound unto the City of Fort Worth, a municipal corporation created pursuant to the laws of Texas, known as "City" herein, in the penal sum OfFour Million Two Hundred Sixty Five Thousand Nine Hundred Twenty Four & 00110(Dollars ($ 4,265,924.00 ), lawful money of the United States, to be paid in Fort Worth, Tarrant County, Texas for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has entered into a certain written contract with the City awarded the 20th day of December 2019, which Contract is hereby referred to and made a part hereof for all purposes as if fully set forth herein, to furnish all materials, equipment labor and other accessories defined by law, in the prosecution of the Work, including any Change Orders, as provided for in said Contract designated as Design, Build, Operate and Maintain Village Creek Water Reclamation Facility Biosolids Management and Beneficial Reuse - 101961 NOW, THEREFORE, the condition of this obligation is such that if the said Principal shall faithfully perform it obligations under the Contract and shall in all respects duly and faithfully perform the Work, including Change Orders, under the Contract, according to the plans, specifications, and contract documents therein referred to, and as well during any period of extension of the Contract that may be granted on the part of the City, then this obligation shall be and become null and void, otherwise to remain in full force and effect. CITY OF FORT WORTH Design, Build, Operate and Maintain Village STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - 101961 Creek Water Reclamation Facility Biosolids Revised July 1, 2011 Management and Beneficial Reuse 00 61 13 - 2 PERFORMANCE BOND Page 2 of 4 PROVIDED FURTHER, that if any legal action be filed on this Bond, venue shall lie in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. This bond is made and executed in compliance with the provisions of Chapter 2253 of the Texas Government Code, as amended, and all liabilities on this bond shall be determined in accordance with the provisions of said statue. IN WITNESS WHEREOF, the Principal and the Surety have SIGNED and SEALED this instrument by duly authorized agents and officers on this the 20th day of December , 2019 . ATTEST: (Principal) Secretary :J fitness as to Principal CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - 101961 Revised July 1, 2011 PRINCIPAL: Synagro of Texas - CDR, Inc. 4 7A� i VVY 11 va, SO"," 1 1 W C� WWT h&9-AY7F Name and Title a-c��Y Address: wlt Ll��i1/iS C-��I�T, t ot� "R 2A2-2-6 Design, Build, Operate and Maintain Village Creek Water Reclamation Facility Blosolids Management and Beneficial Reuse 006113-3 PERFORMANCE BOND Page 3 of 4 SURETY: Everest Reinsurance Company ATTEST: BY: 4ntue S tart' Aril D. Perez, Wit s Witn s as to Surety Jessica lannotta CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - 101961 Revised July 1, 2011 Kristin S. Bender Attorney -In -Fact Name and Title Address: 445 South Street, Suite 210 Morristown NJ 07962 Telephone Number: 973-401-5089 Design, Build, Operate and Maintain Village Creek Water Reclamation Facility Biosolids Management and Beneficial Reuse 006113-4 PERFORMANCE BOND Page 4 of 4 *Note: If signed by an officer of the Surety Company, there must be on file a certified extract from the by-laws showing that this person has authority to sign such obligation. If Surety's physical address is different from its mailing address, both must be provided. The date of the bond shall not be prior to the date the Contract is awarded. CITY OF FORT WORTH Design, Build, Operate and Maintain Village STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - 101461 Creek Water Reclamation Facility Biosolids Revised July 1, 2011 Management and Beneficial Reuse Bond No. ES00000547 SECTION 00 6114 PAYMENT BOND THE STATE OF TEXAS § KNOW ALL BY THESE PRESENTS: COUNTY OF TARRANT § 00 61 14 - 1 PAYMENT BOND Page 1 of 4 That we, S na ro of Texas - CDR Inc. known as "Principal" herein, and . Everest Reinsurance Company a corporate surety (sureties), duly authorized to do business in the State of Texas, known as "Surety" herein (whether one or more), are held and firmly bound unto the City of Fort Worth, a municipal corporation created pursuant to the laws of the State of Texas, known as "City' herein, in the penal sum OfFour Million Two Hundred SixtyFive Thousand Nine Hundred Twenty,Four&001 ooD011ars ($4 265,924.00 _), lawful money of the United States, to be paid in Fort Worth, Tarrant County, Texas, for the payment of which sum well and truly be made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents: WHEREAS, Principal has entered into a certain written Contract with City, awarded the 20th Jay of December 20-1�__, which Contract is hereby referred to and made a part hereof for all purposes as if fully set forth herein, to furnish all materials, equipment, labor and other accessories as defined by law, in the prosecution of the Work as provided for in said Contract and designated as Design, Build, Operate and Maintain Village Creek Water Reclamation Facility Biosolids Management and Beneficial Reuse - 101961 NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION is such that if Principal shall pay all monies owing to any (and all) payment bond beneficiary (as defined in Chapter 2253 of the Texas Government Code, as amended) in the prosecution of the Work under the Contract, then this obligation shall be and become null and void; otherwise to remain in full force and effect. CITY OF FORT WORTH Design, Build, Operate and Maintain Village STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - 101961 Creek Water Reclamation Facility Biosolids Revised July 1, 2011 Management and Beneficial Reuse 00 61 14 - 2 PAYMENT BOND Page 2 of 4 This bond is made and executed in compliance with the provisions of Chapter 2253 of the Texas Government Code, as amended, and all liabilities on this bond shall be determined in accordance with the provisions of said statute. CITY OF FORT WORTH Design, Build, Operate and Maintain Village STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - 101961 Creek Water Reclamation Facility Biosolids Revised July 1, 2011 Management and Beneficial Reuse 006114-3 PAYMENT BOND Page 3 of 4 IN WITNESS WHEREOF, the Principal and Surety have each SIGNED and SEALED this instrument by duly authorized agents and officers on this the 20th day of December 120 19 ATTEST: (Principal) Secretary Witness as to Principal PRINCIPAL: Synagro of Texas - CDR, Inc. Signature Name and Title Address: At OA-t-"r I ajq--F, D MZ SURETY: Everest Reinsurance Company ATTEST: BY: Signature CITY OF FORT WORTH STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS - 101961 Revised July 1, 2011 Design, Build, Operate and Maintain Village Creek Water Reclamation Facility Biosolids Management and Beneficial Reuse . l ( yallitary April D. Perez, Witness Witn as to Surety Jessica lannotta 006114-4 PAYMENT BOND Page 4 of 4 Kristin S. Bender, Attorney -In -Fact Name and Title Address: 445 South Street, Suite 210 Morristown, NJ 07962 Telephone Number: 973-401 -5089 Note: If signed by an officer of the Surety, there must be on file a certified extract from the bylaws showing that this person has authority to sign such obligation. If Surety's physical address is different from its mailing address, both must be provided. The date of the bond shall not be prior to the date the Contract is awarded. END OF SECTION CITY OF WORTH Design, Build, Operate and Maintain Village STANDARDRD CONSTRUCTION SPECIFICATION DOCUMENTS-1D19&1 Greek Water Reclamation Facility Biosolids Revised July 1, 2D11 Management and Beneficial Reuse KNOW ALL PERSONS ("Company") havlrtg Ns cxirmstltute, and appeon4; ES004R102 3 POWER OF ATTORNEY EVEREST REINSUR4NCE COMPANY DELAWARi; BY THESE PRESENTS: That Everest Ralnswaiwo Company, a corporallon of the State of Dalaware prinOpal otfrce Ior.Rted al 477 Maltirtavilie Road, Liberty Comm, New Jarsey 0"36, do hereby amminotafi, Kristin S. Sender, April O. Pore z, Jessica iannotta, Kelly OrMallay, Annette Audinot fte Irue aml lawful Attorney(s),in-fact to Makin, BmGute, attest, seal and debver (OF and on ita behalf, as rstprely, arsd as i16 act and deed, where regulrad, afly aril all bonds and unda<rlokings in the naltim theraof, for the penal Sum of no one of whaoh is In any everot to exceed UNLlMrFED, raserwing far ilSOIF the fuU ppweF of 9LFbs irtion and ravacatlan. Such tiomda and undertaltings, when duly a}xmtod by the aforesaid aatlorfrffy(&)-in-fast shall be hmdtrrg UpOrP the Cornpr3ny as fully and to Me same aftnl ss if mush #fonds and undertakings wets slgnLd by the Presiderrl and Sa zralary uF Ili a Comparty and sealed wlli, its rarporeta Baal. T}tJg Povmr of Atlamey Is grantmd and is signed by fmoslmile under and by i ha au tharlty of the f oply urrly Reeolutiorrs ndopied fay 1 `10 Boarfl of dirocp cws of Comps ny (" Ooard') an the 28rh day of,lulk 2016 RESOLVED, NO flap Presiderrt, any rcxecvgvi; Vk O PiWa?danT, rand g03y SeFaJor Vice Prastdoal and A rlhony Romarra are befeby appoirrled by tha Board as aUtFrurfxecf !d ma ke• auer;uljq, sear aa7d dlyhwr fpr and on J50harf of the aTpany, afTy as d adl bonrjs' rindea'lakifdgr& cafrtracts ar obfiglafrrnrs in sumity ix- W-srumfy with oUwrs and thal the 45eergfi3Fy or ow Aril i9W Secretary of the Co"aay be a}nd fhat e4gctr or Urpm hereby is aidboazed To altasl fa Mo execution of aay Such bonds, undonalfts. CtN7faaclar or 0hWtk)n& r•n sLimty or m-samr y and &Vain fflawfo the oorporate seal of the GoInperpy RESOLVED, FURTHER, rh8t Mo Pfegiderrf, my ExOeltlrvra Vkt i Pr6sldoM, and any SvoVor Vkv PTeSTderrt and Anfhony Rommm am hemAy auffuatrredl to ekiscufe powers the sUcmey nanrsdln the given paWoraf a lforrapy Jo exedrlfe, on beharl of 1hex Company, borrd9 and unckrIakwigs rn surety arc-,swary w9h of+]ipand tflaf the Secretary or anyA,gsi08M S Yet&ry of MP Company bar aad IhBf each bf fhsm is lfvreby stffhnrpisd fo attest the earocuNan of eny sarcla pa"F of aftarney, and to attach fh6mro flan corporate SHW of Use Caaanpany. R SOL'ED, FURTfl1=R. That the SWFMIme of such affecors named in fhe pmc*dk?g reg ufkaw and the cofpor6ja saaJ glthrp Oor parry may be aflaired ID surh poWers-of aJtorrray Of to arpy Verfifrua le reWing thereto by facslMflc, and arty sniff power of aihomay or crarfrfmatr+ be tuMg &xh facsifuge signatures or fats aQa. swat slaa4lf be then% 0a;'r veafrd and bhrrlrrt9 upon fho Gorriparpp 4Yith rwpp} cf to any band, o adarta,kkQ, [drrfm W oy-oh4atdon ir9 arMrefy orarosumly Mob otlrrars To K*A:h # fs a9f ficherr, JN WITNESS WHEREOF, Everest Retinsuranea Company Jun cakmad their corporate seal% to be affixed herelo, and Ibeae pre5enls to ba aignmd by 1"rr duly eul horlmd ottroers this 28th day of JUIY 2016. JI A1llest J+Ficofe Ghar6e, Assintanl Secretary Everest Rslnsurance Company 0. 21-r- -- fay: Anlhaary Romano, VJoe Presidnni On Ili Is 28th dray of July 2016. before rm persona Ity cram$ Aillhorsy Romano. known lv pie, who, being duly sworn, dlif execule the above Inetiurnani; that fie knr}ws the seal of said Company: that ltte seal affixed to the aforesald instrument is such corporate seal and waa of ed Thereto; and oral lie exeouled Bald Jna3trument by Ilke order lLJ N DA ROWNS Notary Public, Stale of New York f+Jtr 41ROfa2�97�8 Cltrallfied in QUUGO5 County + Terra Expires Aprl1 26, 2023 t_Inda Robins. Notary Pubtie IN Y4iTNE.SS WHEREOF, J have Tlexreunlo taet my halnd and affixed the seal of said Company, al ilia Libony Comer, Ihir. 20 t h! dray of Deco mbar 20 19 a � ESO00a,g4.1✓9rarrrJul aM&6t a jW-wLrv;Wih4u44 hkkehnr4roruu[Ha dmftMWi'd* i"rmu8WMeryaurk46k.V6fdrlMr&Mnn1x& r- ASSETS Bonds Stocks Short-term Investments Other invested assets Cash and cash equivalents Accounts recelvable-premium balances Reinsurance recoverable Other assets Total Assets LIABILITIES EVERE5T REINSURANCE COMPANY STATEMENTS OF FINANCIAL CONDITION December 31, 2018 2017 $ 5,803,284,602 $ 3,672,234,234 524,520,092 451,346,228 997,767 - 2,138,471,309 2,238,399,502 333,472,347 243,245,188 1,817,305,389 1,583,153,684 380,867,637 612,024,447 820,251,843 685,600,063 $ 11,819,170,986 $ 9,486,063,346 Loss and loss adjustment expense reserve $ 5,504,827,165 $ 3,661,132,517 Unearned premium reserve 1,507,245,585 1,310,324,727 Ceded reinsurance premium payable (net of ceding commission) 318,111,587 494,144,179 Reserve for commissions, taxes and other liabilities 838,392,552 628,609,659 Total Liabilities $ 8,168,576,889 $ 6,094,211,082 SURPLUS AND OTHER FUNDS Common capital stock $ 10,000,000 $ 10,000,000 Contributed Surplus 2,462,.668,168 987,509,603 Unassigned surplus _ 1,177,925,929 2,394,342,661 Total capital and surplus $ 3,650,594 097 $ 3,391,852.,264 Total Liabilities and Surplus $ 11,819,170,986 $ 9,486,063,346 Bonds and stocks are valued on a basis promulgated by the National Association of insurance commissioners s 51 ned bef fe nie by Margaret Horn, Vice President, this day of 2019 0 Cot, �4�i8jy��{i�. my Ci'S r'r},� .3t�f Aijo Ct .1 ' wyi� VERVS TEXAS IMPORTANT NOTICV To obtain information or make a complaint: You may call toll -free for information or to make a complaint at 1-866-287-1736 You may also write to: Everest National Insurance Company 477 Martinsville Road, PO Box 830 Liberty Corner, NJ 07938-0830 You may contact the Texas Department of Insurance to obtain information on companies, coverages, rights or complaints at 1-800-252-3439 You may write the Texas Department of Insurance Consumer Protection (111-1A) P.O. Box 149091 Austin, TX 78714-9091 FAX: (512) 490 —1001 Web: �ttp www.tdi.texas.1ov E-mail. ConsumerProtection@tdi.te,xas.gov PREMIUM OR CLAIM DISPUTES: Should you have a dispute concerning your premium or about a claim you should first contact the agent or call 1-908-604-3000. If the dispute is not resolved, you may contact the Texas Department of Insurance. ATTACH THIS NOTICE TO YOUR POLICY: This notice is for information only and does not become a part of condition of the attached document. N P 70 68 0901 TEXSAS AlfIS© IMP©RTANTr Para obener informacion o para someter una queja: Usted puede Ilamar al numero de telefono gratis para informacion o para someter una queja al 1-866-287-1736 Usted tambien puede escribir a: Everest National Insurance Company 477 Martinsville Road, PO Box 830 Liberty Corner, NJ 07938-0830 Puede comunicarse con el Departamento de Seguros de Texas para obtener informacion acerca de companies, coberturas, derechos o quejas al 1- 800-252-3439 Puede escribir al Departamento de Seguros de Texas Consumer Protection (111-1A) P.O. Box 149091 Austin, TX 78714-9091 FAX# (512) 490-1007 Web: http://www/tdi.texas.gov E-mail: ConsumerProtectionCa)tdi.texas.Rov DISPUTAS SOBRE PRIMAS O RECLAMOS: Si tiena una disputa concerniente a su prima o a un reclamo, debe comunicarse con el agente o primero. Si no se resolve la disputa, puede entonces comunicarse con el departamento (TDI). UNA ESTE AVISO A SU POLIZA: Este aviso es solo para proposito de informacion y no se convierte en parte o condicion del document adjunto. 00 6113 - 1 PERFORMANCE BOND Page 1 of 3 Bond No. ES00004756 1 SECTION 00 6113 2 PERFORMANCE BOND 3 4 THE STATE OF TEXAS § 5 § KNOW ALL BY THESE PRESENTS: 6 COUNTY OF TARRANT § 7 8 That we, Synagro of Texas - CDR, fnc. , known as "Principal" herein and Everest 9 Reinsurance Company, a corporate surety(sureties, if more than one) duly authorized to do 10 business in the State of Texas, known as "Surety" herein (whether one or more), are held and 11 firmly bound unto the City of Fort Worth, a municipal corporation created pursuant to the laws 12 of Texas, known as "City" herein, in the penal sum of, Eleven Million Three Hundred Thousand 13 Two Hundred Fifty & 00 100 Dollars 11 300 250.00), lawful money of the United States, to be 14 paid in Fort Worth, Tarrant County, Texas for the payment of which sum well and truly to be 15 made, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly 16 and severally, firmly by these presents. 17 WHEREAS, the Principal has entered into a certain written contract with the City 18 awarded the 201" day of December, 2019 which Contract is hereby referred to and made a part 19 hereof for all purposes as if fully set forth herein, to furnish all materials, equipment labor and 20 other accessories defined by law, in the prosecution of the Work, including any Change Orders, 21 as provided for in said Contract designated as Design, Build, Operate and Maintain Village Creek 22 Water Reclamation Facility Biosolids Management and Beneficial Reuse, City Project No 101961 23 NOW, THEREFORE, the condition of this obligation is such that if the said Principal shall 24 faithfully perform it obligations under the Contract and shall in all respects duly and faithfully 25 perform the Work, including Change Orders, under the Contract, according to the plans, 26 specifications, and contract documents therein referred to, and as well during any period of CITY OF FORT WORTH Design, Build, Operate and Maintain Village Creek Water Reclamation Facility Biosolids Management and Beneficial Reuse, City Project No. 10196.1 STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised July 1, 2011 006113-2 PERFORMANCE BOND Page 2 of 3 Bond No. ES00004756 1 extension of the Contract that may be granted on the part of the City, then this obligation shall 2 be and become null and void, otherwise to remain in full force and effect. 3 PROVIDED FURTHER, that if any legal action be filed on this Bond, venue shall lie in 4 Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort 5 Worth Division. 6 This bond is made and executed in compliance with the provisions of Chapter 2253 of 7 the Texas Government Code, as amended, and all liabilities on this bond shall be determined in 8 accordance with the provisions of said statue. 9 *Modification to bond: See attached rider. 10 IN WITNESS WHEREOF, the Principal and the Surety have SIGNED and SEALED this 11 instrument by duly authorized agents and officers on this the 3rd day of February, 20 20. 12 PRINCIPAL: Synagro of Texas_- CDR, Inc. 13 14 15 BY: 16 17 Signature 18 ATTEST: 19 20 21 22 (Principal) Secretary 23 24 25 Name and Title Address: 26 435 Williams Court Suite 100 CITY OF FORT WORTH Design, Build, Operate and Maintain Village Creek Water Reclamation Facility Biosolids Management and Beneficial Reuse, City Project No, 101961 STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised July 1, 2011 1 '_4 2 411'P 3 Witness as to Principal 4 5 6 7 8 9 10 11 12 13 14 15 16 17 Witness as to Surety 1$ � 19 A it . Perez 20 21 006113-3 PERFORMANCE BOND Page 3 of 3 Bond No. ES00004756 Baltimore MD 21220 SURETY: Everest Reinsurance Com an BY: Signature IN O'Malley,Wtorney-in-Fact Address: PO BOX 830 Liberty Corner NJ 07938 Telephone Number: 646-618-6179 22 *Note: If signed by an officer of the Surety Company, there must be on file a certified extract 23 from the by-laws showing that this person has authority to sign such obligation. If 24 Surety's physical address is different from its mailing address, both must be provided. 25 The date of the bond shall not be prior to the date the Contract is awarded. CITY OF FORT WORTH Design, Build, Operate and Maintain Village Creek Water Reclamation Facility Biosolids Management and Beneficial Reuse, City Project No. 101961 STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised July 1, 2011 Everest Reinsurance Company *ANNUAL PERFORMANCE & PAYMENT BOND SURETY RIDER To be attached to and form a part of Bond Number ES00004756 dated 2/312020 executed by Synagro of Texas - CDR. Inc. as Principal, and Everest Reinsurance Com an , as Surety, in favor of City of .Forth Worth. This rider serves to amend the noted bond as follows: 1. This bond is for the term beginning 4/112020 and ending 41112021. 2. This bond may be extended for additional term(s) of twelve (12) months at the option of the surety, by continuation certificate executed by the surety. At no time will the period of exposure under this bond exceed twelve (12) months. Notification of Non -Renewal shall be given by Certified Mail to the Obligee no later than thirty (30) days prior to the expiration date of the bond. Failure of the surety to issue a Continuation Certificate or otherwise extend the term, shall not constitute a default under the Bond. In the event of default by the principal in the performance of the contract during the term of the bond, the surety shall be liable only for the loss to the Obligee due to the actual excess costs of performance of the contract up to the termination of the term of the bond. Maximum aggregate liability of the Surety is limited to the penal sum of the bond. Or the surety may arrange for the contractor, with consent of the owner, to perform and complete the construction contract; or undertake to perform and complete the construction contract itself, through its agents or through independent contractor(s). 4. Any suit under this bond must be instituted before the expiration of two (2) years from the last day of the term of this bond or any continuation thereof. If this limitation is made void by any law controlling the contract hereof, such limitation shall be deemed to be amended to equal the minimum period of limitation permitted by such law. Signed, sealed and dated this 3rd day of February, 2020. Witness: By. pr Perez, Witness as to Surety Synagro of Texas - CDR. Inc. Everest Reinsurance Company By: Kell .CJIERVL POWER CF ATTORNEY EVEREST REINSURANCE COMPANY DELL WARE• KNOW ALL PERSONS BY THESE PRESIFIITS: Thar Ever&:9t Reinsurance Company, a oorpmalion of ma Slate of Qela-av�rg ("ConVany") havIng its prinaipal of ca located al 477 Martlrlsville Rono, Liberty Corner, New Jv-sey 07935. do hereby n€ mn nate, constitute, anal appont: KdStfrl S. Bender, April D. Perez, .iessica atanr aria, Kelty► O'Nafty, IAnneffn Audirmt Ile true and lawful Attorney{sHwfact to rraake, execute, attest, seal and daa.I"$ for and on lis bobalt, as surety, and as us act and dead, where required, any and 0 bands arad undertakings in the rsalwe thereaf, for the penal sum -of no orre of whldh is lij any i vaant to exceed UA MTED. reserving for itself the fup power of sa,rbstgultan and revao91.1on. Such bonds and uride+lakirrgs, When duly executed by the sF❑reaoid Attornoy( fan -fact r, tall Mse bkoing wpor) the Company as fully aatd lo: the same extent as; If such bands and unda9rtakirrg5 were signed by the Pngsfdont and Ser;relary of Me Cornpany and seeied wilh Its corporate aeal- This Prower of Allomey a gra ailed and is signed by farslrlilla udder a nd ay I he ai wherity of the Following Reaol utlana adopted by Itto Hoard of DI rectors of C ernpef?y ("poard') on the 29(11 stay ul Juiy 201 s: RESOLVED. that the Prosfdent, ony Expecidve Vice Pmsident. and airy Sisn�ar V08 Presk0oll arld AnMony Rcmanu we fver by eptl0i Med by Pla r 0aad age aUlhorized to make, oxi9wfe, 5eaf and deliver fCw and on behasdf of !ha Company, any and all bon ft Lmdaa fakingp, nonf reefs nr o04atkws fry surely or oa-surely wrLy oM&Tg and }tear fim Sigumlary at afW AsgRtsFanl Sa9f fary of Me company be area tf:ar each al them humby is aaYm Ozod fCl Myles} fo Me execufron of any su&i bonds, undedeklrrgp, owtr is or i7b+aylut►tu,s ki surely or co-sviely arid attach F iemlo floe compaamle seal of Me Currrparay, RESOLVED, FUR7# ER that the Preak*jf, any Cxoauffva Vks Pnzs40fil, srKj any senior Vice Presiderrf and Anthony R nmana are hereby Self taarinNY to ex ura powers of attOmay quali4drrg 1ho a ftnmey rrarrled in 1ho given Flower of affarneyr to eKBoo6q, an beha ff of the Company+, bands and (rndtrrfa7l ngx in iurefy or oo-sumty vWlh utF a rs, and that it,a Secmwry or any Assxsfar.rl Seomtely al OW Cprrapatry hC. and 1h 9f 8,9Ch Of tb&M is hareby aaFh4XiZ0d fo atlas} f h& exacta 001 of any srra:h P&Mr of atlnmay, and to altaeh thoralary Ure rIMOr$fe see1Of Me Company RRSOLVM FURTHER. that ltai3 a*a rum t)f srmf, ofters named rn the preceding rnso,ijbons arld the cofpamto 89a ; of the Company may be t t%49d to suety pmmrs of aftorrray or lea any carrrficere ral.Mkry jtweto by faaxwlfe and any. sigh power of alicxney. or CeAfrisfe beardrrg Su&:tr lacs?nVo s4aaiwe?s or Mcsirr#1e seal sfmU be th&maf iw valid and landing torfW Fite Carrrperry Wilir r991i150# 10 Rhy bond, eanderlakIng, uantract or obligation fir swaty of Vo-. uw aFy Willi orheas to whfaah it iswltoctred. IN WITNESS WMEREOF, Evoint Reinwrance Company has caused their carporaatas MOOR Ip be affixea1 herptpr arltl thO_-Ga presanis 10 be signed by thalr duly authorimd off ceFs Ihls 2M day of July 20 M rrC' Everest Rslr3rwanco Company A.r,' O 0, S; 1i ' 193 J Attest. Nicore ChAM. As9rslanl Sr notary By; AMMny Romano, Vice Pfesklanl On Ibis 28ih day of Jury 2016 "r ore me p+rrsonalty come Arilhany Romano, known'#o me, who, being duly sworn, did execart$ Ihe-abova3 Instrument, ih at he krr❑ws the sea[ Of said Caarnparry, rttat The seal aflrrMed to the afoma4id 0stwrnF9n1 is such corporate simI and was o fbred Iheceto; and (hat he ex9culed said instrument 4 Ilke ordet- UNDA ROBINS Notary Public, Staa+x of New Yorii No 01R01'373 OuaNfiad in Q{reen5 ns Caun#y Terra Explren ApriP U. nZa Llndaa Robins, NatBry Public IN W 1ESS RECIF, i hav' haraaunto sat my hand and affixed the anal of said Carrrpanyr at lhr} IAbant Comer, this say of 2� F'S On 01 Mums "060NIc O440 rrrkilwlm-0ua'r, tNtMflorrgrm od. Iwo-a*r M* f1lk'adw.fw.T.iw* Itlaww* Awo.mwm. w wMg.v ou M00r, "`�, •�" �� EVEREST REINSURANCE COMPANY STATEMENTS OF FINANCIAL CONDITION ASSETS Bonds Stocks Short-term investments Other invested assets Cash and cash equivalents Accounts receivable -premium balances Reinsurance recoverable Other assets Total Assets LIABILITIES Loss and lass adjustment expense reserve Unearned premium reserve Ceded reinsurance premium payable (net of ceding commission) Reserve for commissions, taxes and other liabilities Total Liabilities SURPLUS AND OTHER FUNDS Common capital stock Contributed Surplus Unassigned surplus Total capital and surplus Total Liabilities and Surplus December 31, 2018 2017 $ 5,803,284,602 524,520,092 997,767 2,138, 471,309 333,472,347 1,817,305,389 380, 867, 637 820,251,843 $ 11,819,170,986 $ 5,504,827,165 1,507,245,585 31.8,111,587 838,392,552 $ 8,168,576,889 $ 10,000,000 2,462,668,168 1,177,92 5,929 3,650,594,097 $ 3,672,234,234 451,346,228 2,238,399,502 243,245,188 1,583,153,684 612,084,447 685,600,063 $ 9,486,063,346 $ 3,661,132,517 1,310,324,727 494,144,179 628,609,659 $ 6,094,211,082 $ 10,000,000 987;509,603 21394,342,661 $ 3,391,852,264 $ 11,819,170,986 $ 9,486,063,346 Qonds and stocks are valued on a basis promulgated by the National Association of Insurance Commissioners rIF Sl ned bef fe me by Margaret Morn, Vice President, this day of 2019 ,i��,Jci 00 61 14 - 1 PAYMENT BOND Page 1 of 3 Bond No. ES00004756 1 SECTION 00 6114 2 PAYMENT BOND 3 THE STATE OF TEXAS § 4 § KNOW ALL BY THESE PRESENTS: 5 COUNTY OF TARRANT § :.9 7 That we, S na ro of Texas - CDR Inc., known as "Principal' herein, and Everest S Reinsurance Company, a corporate surety (sureties), duly authorized to do business in the State 9 of Texas, known as "Surety" herein (whether one or more), are held and firmly bound unto the 10 City of Fort Worth, a municipal corporation created pursuant to the laws of the State of Texas, 11 known as "City" herein, in the penal sum of Eleven Million Three Hundred Thousand Two 12 Hundred Fifty & 00/100 Dollars ($11,300,250.00), lawful money of the United States, to be paid 13 in Fort Worth, Tarrant County, Texas, for the payment of which sum well and truly be made, we 14 bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and 15 severally, firmly by these presents: 16 WHEREAS, Principal has entered into a certain written Contract with City, awarded the 17 20"' day of December, 2019 which Contract is hereby referred to and made a part hereof for all 18 purposes as if fully set forth herein, to furnish all materials, equipment, labor and other 19 accessories as defined by law, in the prosecution of the Work as provided for in said Contract 20 and designated as Design, Build Operate and Maintain Village Creek Water Reclamation Facility 21 Biosolids Management and Beneficial Reuse City Project No. 101961 22 NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION is such that if Principal shall 23 pay all monies owing to any (and all) payment bond beneficiary (as defined in Chapter 2253 of 24 the Texas Government Code, as amended) in the prosecution of the Work under the Contract, 25 then this obligation shall be and become null and void; otherwise to remain in full force and 26 effect. CITY OF FORT WORTH Design, Build, Operate and Maintain Village Creek Water Reclamation Facility Biosolids Management and Beneficial Reuse STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Project No.101961 Revised July 1, 2011 1 2 3 4 5 6 7 ' 006114-2 PAYMENT BOND Page 2 of 3 Bond No. ES00004756 This bond is made and executed in compliance with the provisions of Chapter 2253 of the Texas Government Code, as amended, and all liabilities on this bond shall be determined in accordance with the provisions of said statute. *Modification to bond: See attached rider. IN WITNESS WHEREOF, the Principal and Surety have each SIGNED and SEALED this instrument by duly authorized agents and officers on this the 3rd day of February, 2020. PRINCIPAL: SSnagro of Texas - CDR, Inc. ATTEST: BY; A di;ll Signature EWIB� (A q/M, fT (Principal) Secretary Name and Title Address: 435 Williams CourtSuite 100 Baltimore MD 21220 Witness as to Principal CITY OF FORT WORTH Design, Build, Operate and Maintain Village Creek Water Reclamation Facility Biosalids Management and Beneficial Reuse STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Project No, 101961 Revised July 1, 2011 00 61 14 - 3 ATTEST: �Y n ss as to Surety, April D. Perez 1 PAYMENT BOND Page 3 of 3 Bond No. ES00004756 SURETY: Everest Reinsurance Company BY: ,. Kelly 0 Mafpy, Attorney -in -Fact Address: PO Box 830 Liberty Corner NJ 07938 Telephone Number: 646-618-6179 2 Note: If signed by an officer of the Surety, there must be on file a certified extract from the 3 bylaws showing that this person has authority to sign such obligation. If Surety's physical 4 address is different from its mailing address, both must be provided. 5 6 The date of the bond shall not be prior to the date the Contract is awarded. 7 p END OF SECTION CITY OF FORT WORTH Design, Build, Operate and Maintain Village Creek Water Reclamation Facility Biosolids Management and Beneficial Reuse STANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Project No. 101961 Revised July 1, 2011 10 City of Fort Worth City of Fort Worth VCWRF Biosolids Management Project TABLE OF CONTENTS APPENDIX 1 SITE LOCATION & PROJECT SCOPE............................................................. 1-1 1.1 Purpose of Appendix...................................................................................... ........... 1-1 1.2 Site Location and Legal Description........................................................................... 1-1 1.3 Current Biosolids Processing..................................................................................... 1-2 1.4 General Project Scope............................................................................................... 1-2 APPENDIX 2 TRANSITION PLAN AND TRANSITION PERIOD SCHEDULE ............ I ...... I..... 2-1 ...................... 2.1 Purpose of Appendix.......................................................... ................. 2-1 2.2 Transition Plan.......................................................................................................... 2-1 2.3 Transition Period Schedule........................................................................................ 2-2 APPENDIX 3 PERFORMANCE GUARANTEE REQUIREMENTS .......................................... 3-1 3.1 Purpose of Appendix................................................................................................. 3-1 3.2 Return Flow Guarantee Requirements...................................................................... 3-1 3.3 Solids to be Processed.............................................................................................. 3-2 3.3.1 Feedstock Quantity and Quality Parameters....................................................... 3-2 3.3.2 Conditions for Performance Relief Due to Non -Compliant Feedstock ................. 3-2 3.3.3 Non -Compliant Residuals................................................................................... 3-3 3.4 Biosolids Processing & Regulatory Guarantee Requirements .................................... 3-3 3.4.1 Biosolids Processing Guarantee......................................................................... 3-4 3.4.2 Biosolids Regulatory Guarantee......................................................................... 3-5 3.5 Biosolids Odor & Complaint Guarantee Requirements .............................................. 3-5 3.6 Operational & Maintenance Reliability Guarantee Requirements ............................... 3-5 3.7 Environmental Guarantee Requirements................................................................... 3-6 3.7.1 Stormwater......................................................................................................... 3-6 3.7.2 Noise................................................................................................... .. 3-6 3.7.3 Litter................................................................................................................... 3-6 3.7.4 Transportation Activities...................................................................................... 3-7 3.7.5 Vectors......................................................................................... . 3-7..................... 3.7.6 Biosolids Staging, Storage, Reuse and Disposal ................................................ 3-7 3.7.7 Lift Stations and Pond System Guarantee Requirement ..................................... 3-7 3.7.8 Public Outreach & Environmental Management System (EMS) Guarantee ........ 3-8 3.8 Safety........................................................................................................................ 3-8 3.9 Liquidated Damages.................................................................................................. 3-8 APPENDIX 4 TECHNICAL SPECIFICATIONS....................................................................... 4-1 4.1 Purpose of Appendix................................................................................................. 4-1 4.2 Overall Objectives and General Requirements.......................................................... 4-1 City of Fort Worth VCWRF Biosolids Management Project 4.3 Applicable Codes, Standards, Ordinances, Policies and Guidelines .......................... 4-2 4.4 General Facility Requirements................................................................................... 4-3 4.4.1 Demolition, Removal, Relocation and/or Replacement of Existing Components. 4-3 4.4.2 Return Flows...................................................................................................... 4-3 4.4.3 Solids Stream..................................................................................................... 4-3 4.4.4 Odor Control....................................................................................................... 4-3 4.4.5 Noise Mitigation.................................................................................................. 4-4 4.4.6 Geotechnical.......................................................................................................4-4 4.4.7 Landscaping....................................................................................................... 4-4 4.4.8 Civil Site Work.................................................................................................... 4-5 4.4.9 Structural..........................................................................................................4-11 4.4.10 Architectural......................................................................................................4-12 4.4.11 Building Service: HVAC System....................................................................... 4-12 4.4.12 Mechanical............................................................................................. ..4-13 4.4.13 Electrical...........................................................................................................4-15 4.4.14 Instrumentation and Control and SCADA.......................................................... 4-20 APPENDIX 5 CONSTRUCTION REQUIREMENTS................................................................ 5-1 5.1 Purpose of Appendix................................................................................................. 5-1 5.2 Surveys, Limits of Construction and Signage.................................... i......................... 5-1 5.3 Coordination and Management of Construction Work ................................................ 5-2 5.3.1 Design -Build Work Schedule .................................................... ........................ .. 5-2 5.3.2 Construction Plan............................................................................................... 5-3 5.3.3 Construction Testing......................................................................................... 5-10 5.3.4 Coordination of Work with Offsite Construction at Nearby Facilities .................. 5-10 5.3.5 Field Offices...................................................................................................... 5-10 5.3.6 Verification of Underground Utility Locates....................................................... 5-10 5.3.7 Acceptable Days and Hours of Construction..................................................... 5-11 5.3.8 Site Maintenance.............................................................................................. 5-11 5.3.9 Landscape Protection and Site Restoration...................................................... 5-11 5.4 Site Work................................................................................................................. 5-11 5.4.1 Clearing, Geotechnical, Excavation, and Soils Disposal Including Contaminated Soils. ... ..................................................................................................................... 5-12 5.4.2 Shoring and Dewatering................................................................................... 5-13 5.4.3 Abandoned Pipe............................................................................................... 5-14 5.4.4 Confined -Space Entry....................................................................................... 5-14 5.4.5 Hazardous Materials......................................................................................... 5-14 5.4.6 Demolition, Salvage, and Disposal.................................................................... 5-15 City of Fort Worth VCWRF Biosolids Management Project 5.5 Management of Onsite Water and Sanitation Facilities During Construction............ 5-15 5.5.1 Sources of Construction Water......................................................................... 5-15 5.5.2 Temporary Drainage Features.......................................................................... 5-15 5.5.3 Surface Water Quality....................................................................................... 5-15 5.5.4 Stormwater During for Construction Activities ................................................... 5-16 5.5.5 Groundwater.....................................................................................................5-16 5.5.6 Sanitation Facilities........................................................................................... 5-17 5.6 Other Construction Measures.................................................................................. 5-17 5.6.1 Dust Control and Light Control.......................................................................... 5-17 .............................. 5.6.2 Noise Control....................................................... ............... 5-17 5.6.3 Electrical System Commissioning and Testing .................................................. 5-18 APPENDIX 6 GOVERNMENTAL APPROVALS...................................................................... 6-1 6.1 Purpose of Appendix................................................................................................. 6-1 6.2 Overall Responsibilities for Obtaining and Maintaining Governmental Approvals ...... 6-1 6.2.1 Company Responsibilities................................................................................... 6-1 6.2.2 City Responsibilities............................................................................................ 6-4 6.3 Required Governmental Approvals for Management Services ................................... 6-4 6.4 Required Governmental Approvals for Design -Build Work ......................................... 6-5 6.4.1 Final Engineering Design Report for TCEQ................................ :...................... 6-5 6.4.2 City Planning and Land Development Approvals ................................................ 6-5 6.5 Status of Existing Governmental Approvals............................................................... 6-5 6.5.1 Biosolids Processing and Land Application Permit Requirements ....................... 6-5 6.5.2 Industrial Pretreatment Program......................................................................... 6-6 6.6 Additional Requirements for the Performance of the Contract Services ..................... 6-7 6.6.1 Redundancy and Reliability................................................................................. 6-7 6.6.2 Easements..........................................................................................................6-7 6.6.3 Monitoring Requirements.................................................................................... 6-7 APPENDIX 7 QUALITY PROGRAM....................................................................................... 7-1 7.1 Purpose of Appendix............................................................ ........... 7-1 ................................................. 7.2 City's Quality Objectives .............................. ............. 7-1 7.3 Company's Quality Management Responsibilities..................................................... 7-1 7.4 Submittals..................................................................................................................7-3 7.5 Minimum Requirements for Company's Quality Management Plan ........................... 7-3 7.5.1 Overall Plan Requirements................................................................................. 7-3 7.5.2 Permitting QAIQC Plan....................................................................................... 7-4 7.5.3 Design QAIQC Plan............................................................................................ 7-4 City of Fort Worth VCWRF Biosolids Management Project 7.5.4 Construction QA/QC Plan................................................................................... 7-5 7.5.5 Operations and Maintenance QAIQC Plan........... 7-Errorl Bookmark not defined. 7.5.6 Asset Management QA/QC Plan....................................................................... 7-12 7.6 City Role in Quality Assurance................................................................................ 7-13 7.7 Document Control.................................................................................................... 7-13 7.8 Environmental Management System (EMS)............................................................ 7-14 APPENDIX 8 ACCEPTANCE TEST PROCEDURES AND STANDARDS ............................... 8-1 8.1 Purpose of Appendix ........................................ 8.2 Acceptance Testing Activities.................................................................................... 8-1 8.3 Acceptance Test Plan................................................................................................ 8-1 8.4 Acceptance Test Procedures..................................................................................... 8-2 8.4.1 30-Day Acceptance Test..................................................................................... 8-4 8.5 Acceptance Test Standards....................................................................................... 8-3 8.5.1 Odor Control Acceptance Standards................................................................... 8-5 8.6 Acceptance Test Report............................................................................................ 8-5 APPENDIX 9 CITY REVIEW/SUBMITTALS............................................................................ 9-1 9.1 Purpose of Appendix................................................................................................. 9-1 9.2 General............................................................... .................................................... ..9-1 9.2.1 City and Company Obligations Generally............................................................ 9-1 9.2.2 Monthly Progress Reports — Design -Build Period ............................................... 9-2 9.2.3 Monthly Progress Meetings — Design -Build Period ............................................. 9-3 9.2.4 Quarterly Progress Report Information............................................................... 9-3 9.2.5 Monthly Invoicing Requirements......................................................................... 9-3 9.3 Permit Application Reviews....................................................................................... 9-3 9.4 Design Reviews......................................................................................................... 9-4 9.4.1 City Design Review Intent................................................................................... 9-4 9.4.2 Design Submittal Protocol................................................................................... 9-4 9.4.3 Required Design -Related Submittals.................................................................. 9-5 9.5 Construction Reviews................................................................................................ 9-6 9.5.1 Construction Review Intent................................................................................. 9-6 9.5.2 Construction Submittals...................................................................................... 9-6 9.5.3 Design Change Authority of the Engineer -of -Record .......................................... 9-7 9.5.4 Construction Record Drawings and Optional Building Information Model (BIM) .. 9-7 9.6 Other Submittals Requiring City Review.................................................................... 9-8 9.7 Document Management Requirements..................................................................... 9-8 -iv- City of Foit Worth VCWRF Biosolids Management Project APPENDIX 10 OPERATION AND MAINTENANCE.............................................................. 10-1 10.1 Purpose of Appendix............................................................................................... 10-1 10.2 Operational and Maintenance Objectives................................................................ 10-1 10.3 Operation and Maintenance Plan............................................................................ 10-2 10.3.1 Facility Operation and Maintenance Requirements ........................................... 10-3 10.3.2 Odor Control and Response............................................................................. 10-5 10.3.3 Noise Control Procedures................................................................................. 10-9 10.3.4 Laboratory Protocols & Sampling...................................................................... 10-9 10.3.5 Return Flows, Stormwater Ponds, and Lift station management ..................... 10-10 10.3.E Residuals Management Plan.......................................................................... 10-11 10.3.7 Staffing Plan................................................................................................... 10-13 10.3.8 Training ........................... ................................................................................ 10-13 10.3.9 License Management...................................................................................... 10-13 10.3.10 Emergency Response and Disaster Recovery Plan ........................................ 10-13 10.3.11 Safety Plan..................................................................................................... 10-15 10.3.12 Security........................................................................................................... 10-16 10.3.13 Meetings and City Access to Records and Administrative Space .................... 10-16 10.3.14 Monthly Invoice and O&M Report................................................................... 10-17 10.3.15 Annual O&M Report......................................................................................... 10-18 10.3.16 O&M Inspections............................................................................................ 10-19 10.3.17 Truck Scales and Tare Weights.......................................................... ............ 10-19 10.3.18 Complaint Procedures.................................................................................... 10-20 10.3.19 Public Outreach.............................................................................................. 10-21 10.3.20 Environmental Management System (EMS) ................................................... 10-22 ................................. 10.4 Site Tour.......................................................................... ..... 10-23 APPENDIX 11 ASSET MANAGEMENT................................................................................ 11-1 11.1 Purpose of Appendix............................................................................................... 11-1 11.2 Objectives .................................... ............................................................................ 11-1 11.3 Asset Management Program............................................................. ...................... - 11.3.1 Asset Inventory................................................................................................. 11-3 11.3.2 Establish Team................................................................................................. 11-3 11.3.3 Needs Assessment........................................................................................... 11-3 11.3.4 Asset Management Plan................................................................................... 11-3 11.4 Computerized Maintenance Management System ................................................... 11-5 APPENDIX 12 PAYMENT SCHEDULES.............................................................................. 12-1 12.1 Purpose of Appendix............................................................................................... 12-1 -V- City of Fort Worth VCWRF Biosolids Management Project 12.2 Design -Build Period Drawdown Schedule and Milestones ....................................... 12-1 APPENDIX 13 ASSET EVALUATION PROTOCOL.............................................................. 13-1 13.1 Purpose of Appendix............................................................................................... 13-1 13.2 Baseline Site Record............................................................................................... 13-1 13.2.1 Site Equipment................................................................................................. 13-1 13.2.2 Site Structures.................................................................................................. 13-1 13.3 Final Evaluation of the Site...................................................................................... 13-1 13.3.1 Final Site Equipment Evaluation....................................................................... 13-2 13.3.2 Final Site Structures Evaluation........................................................................ 13-3 13.4 Evaluation Reports and Products............................................................................ 13-4 13.4.1 Baseline Site Record........................................................................................ 13-5 13.4.2 Final Evaluation................................................................................................ 13-5 13.4.3 Supplemental Information................................................................................. 13-5 APPENDIX 14 EXIT TEST PROCEDURES AND STANDARDS ........................................... 14-1 14.1 Purpose of Appendix............................................................................................... 14-1 14.2 Exit Test Plan.......................................................................................................... 14-1 14.3 Exit Test Procedures............................................................................................... 14-2 14.3.1 General.............................................................................................................14-2 14.3.2 Exit Test............................................................................................................ 14-3 14.3.3 Monitoring Requirements.................................................................................. 14-3 14.4 Exit Test Standards................................................................................................. 14-3 14.4.1 Exit Test Report................................................................................................ 14-4 14.5 Failure of the Exit Test.............................................................................................. 14-5 APPENDIX 15 KEY PERSONNEL AND APPROVED SUBCONTRACTORS ....................... 15-1 15.1 Purpose of Appendix............................................................................................... 15-1 15.2 Key Personnel......................................................................................................... 15-1 15.3 Approved Subcontractors........................................................................................ 15-1 APPENDIX 16 SAMPLE MONTHLY SERVICE FEE CALCULATION ................................... 16-1 16.1 TO BE DEVELOPED Tables Table 3-1 Return Flow Guarantee Requirements..................................................................3-1 Table 3-2 Anticipated Feedstock Quantity.............................................................................3-2 Table 3-3 Permissible Sound Pressure Levels at Property from Facility Operations ............. 3-6 -vi- City of Fort Worth VCWRF Biosolids Management Project Table 3-4 Performance Guarantee..................................................................................... 3-9 Table 3-4A Performance Credit.......................................................................................... 3- 101 Table 4-1 Enclosure Requirements..................................................................................... 4-18 Table 4-2 Minimum Illumination Levels............................................................................... 4-19 Table 4-3 Sludge Dryer Safety Design Codes, Standards and Guidelines .......................... 4-25 Table 6-1 Responsibility for Obtaining and Maintaining Government Approvals for Management Services and Design -Build Work.....................................................................6-2 Table 7-1 Return Flow Sampling & Monitoring Requirements ............................................. 7-11 Table 7-2 Feedstock Sampling & Monitoring Requirements ................................................ 7-11 Table 9-1 City Review Timeframe.........................................................................................9-1 Table 11-1 Asset Management Best Management Practice Items ...................................... 11-2 Figures Figure1 Site Definition..........................................................................................................1-1 Exhibits Exhibit 2-1. Transition Plan..................................................................................................2-3 Exhibit 2-2. Transition Period Schedule................................................................................2-4 Exhibit 4-1. Drawings and Diagrams.................................................................................. 4-26 Exhibit 4-2. Specifications of the Major Equipment and Systems ........................................ 4-27 Exhibit 5-1. Preliminary Design -Build Work Schedule .... ........ ............................................. 5-19 Exhibit 5-2. Preliminary Construction Plan..........................................................................5-20 Exhibit 7-1. Preliminary Quality Management Plan..............................................................7-16 Exhibit 8-1. Preliminary Acceptance Test Plan......................................................................8-7 Exhibit 9-1. Sample Monthly Progress Report Outline.........................................................9-10 Exhibit 10-1. Preliminary Operation and Maintenance Plan...............................................10-24 Exhibit 11-1. Preliminary Asset Management Plan .................................... ...................... ....11-7 - vii - City of Fort Worth VCWRF Biosolids Management Project Exhibit 12-1. Maximum Design -Build Period Drawdown Schedule and Milestones.................................. ............................................................................... 12-2 Exhibit 15-1. Key Personnel Commitments of Time............................................................15-2 Exhibit 15-2. Company's Project Organization Chart...........................................................15-3 Attachments Attachment 2-1. Lab & Miscellaneous Equipment Inventory ... ............................................ 2-20 Attachment 2-2. Rolling Stock and Mobile Equipment ... ..................................................... 2-20 Attachment 2-3. Existing City Contracts..............................................................................2-20 Attachment 2-5. Future City Contracts................................................................................2-21 Attachment 2-6. Services Not Under City Contract.............................................................2-22 City of Fort Worth VCWRF Biosolids Management Project APPENDIX 1 SITE LOCATION & PROJECT SCOPE 1.1 Purpose of Appendix This appendix provides the site definition for the Village Creek Water Reclamation Facility Biosolids Site. The Company shall perform Design -Build Work and/or Management Services at these locations as described in the general project scope below and the Service Contract. 1.2 Site Location and Legal Description The existing facility is located at 2501 Greenbelt Rd, Fort Worth, TX 76118 (Block 2, Village Creek Plant Addition) as shown in Figure 1-1. The Project Site for which the Project Company is responsible is approximately 41 acres, as defined by the red boundary. It does not include the adjacent Peak Flow basins. Further site information is available including the VCWRF Dewatering Facility Record Drawings, July 2018. The Improvements shall be constructed on the Site as described in Appendix 4. Figure 1.1. Site Definition 1-1 City of Fort Worth VCWRF Biosolids Management Project 1.3 Current Biosolids Processing The VCWRF anaerobically digests all of its biosolids at the main plant site. The digested solids are then pumped a mile north to the biosolids dewatering facility which is located on the project site. This facility is currently operated and maintained by a third -party contractor. The City adds ferric chloride to the liquid sludge (post digestion and prior to belt pressing) to improve dewatering and minimize struvite buildup. Chlorine dioxide is added to the liquid sludge prior to dewatering to improve biosolids odor performance. The contractor dewaters the material, processes, hauls, and land applies it as TCEQ Class AB biosolids for beneficial agriculture re -use. 1.4 General Project Scope The Preferred Proponent will serve as the operator ("Operator") of Village Creek's biosolids facilities. Services will include design and construction of the chosen processing solution, as well as facility operations and maintenance, solids transportation & beneficial reuse, monitoring, record keeping, regulatory compliance and public outreach activities as detailed in this scope of services. The project will consist of a three -phased approach as summarized below. A. Phase I: Operate and maintain processes associated with the current Biosolids Dewatering Facility to produce Class AB biosolids. These processes will be utilized until such time as Phase II activities are completed and the new facility is operational. This includes but is not limited to: • receipt and storage of digested solids from the VCWRF. Maintain and operate three liquid sludge storage tanks (one currently under construction) and associated Landia Airjets. Grit removal from the storage tanks is the responsibility of the Company; o company is responsible for any treatment activities, chemical or otherwise, to improve dewatering and biosolids odor performance as well as eliminating pathogens and controlling mineral buildup within pipes and other equipment. o six 2 meter belt -filter presses, sludge & grinder pumps, conveyor & polymer systems; ® lime pug mill and silo to achieve Class AB Exceptional Quality (EQ) biosolids quality; ® storage of dewatered biosolids at the onsite storage pads; ® loading and handling of biosolids prior to transportation; • truck scales. Operator shall be responsible for scheduling tare weights once per quarter to verify and calibrate scale accuracy. e transportation & marketing of dewatered biosolids, including obtaining agreements and necessary permits or notices as needed for any land application sites. • management of facility wastewaters (filtrate water, wash water, stormwater), including collection and conveyance of facility wastewater to the VCWRF as return flows, and on -site pond management in accordance with contract requirements; 1-2 City of Fort Worth VCWRF Biosolids Management Project m all related grounds maintenance and housekeeping of the Site. ® adopt and implement a Maximo based Computerized Maintenance Management System (CMMS). City shall have, at minimum, read-only access to this system. perform regulatory activities and reporting associated with biosolids processing, transportation, and beneficial reuse, including odor management activities. ® develop and implement a public outreach program, and coordinate with the City's public outreach activities. ® assist the City with maintaining its third party certified environmental management system (EMS). demonstrate compliance with Performance Guarantees in Appendix 3. For the Phase I term of the contract, the Operator may propose an alternate interim or backup biosolids beneficial use solution in place of Class AB biosolids land application. For such a proposal to be considered it must meet all applicable regulations and cannot create nuisance conditions or liability to the City. The City will have the sole right to accept or reject any proposed alternate solution. If accepted, Operator will be responsible for the operation, maintenance, transportation, marketing, regulatory and other activities associated with any proposed alternate solution. The City will not consider proposals that utilize landfilling or land application of Class B biosolids as the primary means of reuseldisposal. However, landfilling may be considered for disposal of non -conforming material. B. Phase II: Concurrent with Phase I activities, design & build the needed infrastructure to fully implement the chosen Biosolids Processing Solution. The proposed facility will be built at the City owned Village Creek Water Reclamation Facility Biosolids Site Facility. Design and construction must be performed in accordance with TWDB CWSRF requirements as well as specifications described herein. As per the Service Contract, Acceptance of design -build work must be complete within 30 months of the design -build notice to proceed. C. Phase Ill: Upon Acceptance, operate & maintain the newly constructed biosolids processing facility to produce Class A biosolids through thermal drying. Required services include but are not limited to the following- ® receipt and storage of digested solids from the VCWRF. Maintain and operate three liquid sludge storage tanks and associated Landia Airjets. Grit removal from the storage tanks is the responsibility of the Company; o company is responsible for any treatment activities, chemical or otherwise, to improve dewatering and biosolids odor performance as well as eliminating pathogens and controlling mineral buildup within pipes and other equipment. ® dewater, process, and dry the biosolids; store at onsite or offsite facilities as needed; ® loading, storage and handling of biosolids prior to transportation. • truck scales. Operator shall be responsible for scheduling tare weights once per quarter to verify and calibrate scale accuracy. 1-3 City of Fort Worth VCWRF Biosolids Mananernent Project ® transportation & marketing of driedldewatered biosolids, land application of produced biosolids, and obtaining agreements or notices for any land application sites or other beneficial reuse opportunities; • management of facility wastewaters (filtrate water, wash water, stormwater), including collection and conveyance of facility wastewater to the VCWRF as return flow, and on -site pond management activities; • all related grounds maintenance and housekeeping of the Biosolids Facilities. This does not include the adjacent peak flow basin; ® implement a Maximo based CMMS for new and existing infrastructure; a perform regulatory activities and reporting associated with biosolids processing, transportation and beneficial reuse. If needed obtain an air permit for the proposed biosolids processing solution, and perform any and all regulatory activities associated with the air permit; ® develop and implement a public outreach program, and coordinate with the City's public outreach activities; ® assist the City with maintaining its third party certified environmental management system (EMS); o maintain current facilities in reserve (or back-up) status, if not used as part of the new Class A Biosolids process; ® demonstrate compliance with Performance Guarantees in Appendix 3. 1-4 City of Fort worth VCWRF Biosolids Management Project APPENDIX 2 TRANSITION PLAN AND TRANSITION PERIOD SCHEDULE 2.1 Purpose of Appendix This appendix supplements Articles IV and V of the Service Contract and presents the Company's Transition Plan for the transfer of Managed Assets, and the Company's Transition Period schedule. The Transition Plan includes the asset management responsibilities of major equipment, fixed assets, inventory of supplies, as well as the Company's assumption of oversight of existing City contracts with outside service providers at the Project Site. 2.2 Transition Plan Exhibit 2-1 within Appendix 2 presents the Company's Transition Plan. This plan describes in detail how the Company shall meet the requirements of Article IV, subsection 4.2(2) (Implementation of the Transition Plan) of the Service Contract during the Transition Period including the transfer of Managed Asset responsibilities. The Transition Plan includes: description of management, technical, administrative, labor relations and other personnel necessary for the Company to ensure orderly transfer of management responsibilities for each category of Managed Assets (including rolling stock, major equipment, fixed assets, inventory of supplies, and other categories of Transferred Property identified by the City or the Company) from the City to the Company in accordance with Article IV and as it relates to the Company's preliminary Asset Management Plan in Exhibit 11-1 within Appendix 11. • schedule of meetings and activities required to accomplish the transfer of Managed Assets within a maximum of 90 days of the Contract Date but not later than March 31, 2020. • coordinate with the City to schedule transition activities with the third party contractor who currently performs the biosolids dewatering operations. This must be done in accordance with the Project Closeout provisions in the latest amendment to the Long - Term Solids Dewatering, Processing & Disposal Agreement (City Secretary Contract No. 30908-E1A1). • clear delineation of responsibilities of Company and City ® discussion of Managed Asset inventory compiled jointly by the City and the Company and condition assessment. • assumption of oversight and/or integration of existing services at the Project Site currently performed by outside service providers under separate contract as noted in Article IV, Section 4.5 (Existing City Contracts) • Contracts necessary to initiate operations of facilities, to include chemical supply and feed contracts, testing laboratory, etc. m Detailed description of plans to ensure continuity of service, specifically related to biosolids product transport and land application both prior to Acceptance and after Acceptance as needed. Transition Plan shall include Company plans to identify and secure arrangements for land upon which the biosolids product can be applied, 2-1 City of Fort Worth VCWRF Biosolids Management Proiect identification of other outlets capable of accepting the produced material as needed, and notification of TCEQ as required. Transition Plan shall include the Company's plans to ensure a diversity of crops as needed, consideration of soil conditions, considerations of land application activities during extended wet weather events, and locations of prospective land application sites including distance from the Project Site. In accordance with Article IV, Section 4.3, the Transition Plan must be implemented prior to the Commencement Date. Attachments 2-1 and 2-2 list the rolling stock as well as the mobile, miscellaneous and laboratory equipment for which the City wishes to transfer responsibility to the Company in accordance with Article IV. As described in Subsection 7.4.4, Proposers shall indicate in their draft Transition Plan which of these inventory items they wish to use and which they do not wish to use. Proposers are directed to Subsection 7.4.4, and Article IV, subsection 4.4(A)(4) for additional information. Attachment 2-3 is provided to Proposers for informational purposes and includes the list of all of the City's current contracts with outside service providers at the Project Site. Except as noted in Article IV, + the Company is not required to use these outside service providers and/or extend these contracts.] 2.3 Transition Period Schedule Exhibit 2-2 within Appendix 2 presents the Company's Transition Period schedule of meetings, orientations, workshops and other procedures or activities required during the Transition Period in accordance with Article IV. This schedule shall ensure smooth transition. Other Transition Period activities identified in Article IV, Section 4.3 (Company Transition Period Responsibilities) and as deemed necessary by the Company are also shown on Exhibit 2-2 including submittal dates for the draft O&M Plan for pre -Acceptance, draft and final Asset Management Plans for pre - Acceptance and any other plans required in accordance with this section of the Service Contract; notification of TCEQ within 30 days of the Contract Date of any changes to the Principal Operator; submittal dates for the Company to provide bonds and insurance to the City; anticipated dates far securing land upon which to apply the biosolids product, and necessary transport and spreading equipment; and application and estimated approval dates for Governmental Approvals and registrations (if any) that the Company must obtain prior to the Commencement Date. The Transition Period schedule also shows the anticipated maximum duration for the Transition Period, which shall not exceed 90 days. 2-2 City of Fort Worth VCWRF Biosolids Manamment Proiect Exhibit 2.1. Transition Plan 2-3 City of Fort Worth VCWRF Biosolids Management Project "U ft r4t"--� i V" RAMEw-'La E hibit , . a 1: Transition Plan TRA.I*MTICu1"LIM MUM Q.T. CONUNT& � Fiot g ��scii�rtsm �g�, �lLLZ3 ��Clti IL a y of &heme ate. IV De&ezfi= c&ASp=Sii AffOD2& tD�Lpd stssM a 5MTMgpm b Cft Coa=Nts and Ca,uftzct Sermon Cb&MkAds £ Chss ALB BeneffdA Pi Mmni Fm&aMv € Ff %Mff-ldl FPadl;Ct h Tkw TmtUwIm& and: i A A f yes k. Publo Oumenh,zE X,-, Discassmn of UmizW Assn r@fl� Ducat z & Rouse I 12_3-27 2-4 City of Fort Worth 1/CWRF Biosolids Management Project l �� Tbe fmfiaoug 1$2ns Flan defines hmv Snagm MR 4*roa& i:cans xon Of afreratitrn Of the Q=e= EaasffdsDeru erhrg FwAfty. hw u&c�g stabd=&-w. lopw&zeandman Class AB bsaYvt-.- Tuff `A� Phu corm hs a PMUwnXT f :Rsr,!Ws Dewiwft flhci tg MDOj kWNIEO at 25M GEmubek l uda Fart Wartk TX 7611 & SPIWG WA ad nnu ar.madiefg and heal use of dze A AB RM&r.A.PK-aductpmd=Ed- Svm� evil allLm to pmj bmMugs tad eqA rwn itt, ? upEnlmg.a 24 hum pu day.. Symgm v-% he oaspDusible %r P toc s$arage� upamftfiw sbc.Exhft beft date pmssm jw�Aao00"wd% PQ*Mffr PmPmzdm aud mKty; anmweed Uamlkls MA dfia"M cam, transfer to CA-- sum'". pads, and u2ASPUM36M and 2nag aea at oms mod. 2pp8cz&n sties. ILand zppIkmI= sloes w1re pmeowed md manWd by 31� S7mim wa a srr be MTOUSEbb fvr eapmem akd numkmwa the EDF, inda hng but not i inp�p-; moton, contar?-% bek PMPAM OwwYw%-ate mziawanoe, and bd&y . numesmm G&U zescumes will be hzmbmd, &e ccae TranswunTezm3hti�dMoat wA kad Syrn % =n plaumg and erremWn for t#ie Pam Whah MomWs Dewftmg �- Billcmer Executive0verswR r rdrewBwinSer Coinmerciat KaftYost Human Resources Toby HartLtruad LwE;Applrotian Resource Planning MkNel Mj+t'P'C FxcITIt)r QNFAtiong RK(mi-ce RWMing Frank foiwr tnvirorwncndl HoAh 2k &Aty Jf-ff fault Envw w1munW Conylranace WAR Li Supply Chan Mmjpnwit puss Fran disti�t pis` it P ZP ceawntDayand 3) InbqFAtion F ittm These dome uses 2m bAefIv dish Jaq *w: 1) PrL—CMUMORDemew 'ww im acuunibes dw haee bem amiducted bR&t5ftatr.t nAgwst fDr Fmpwzb.Suge of the pv4wt and wb wh w&once ttte pFrase x is due Aftnee (&g- d* CAy, site visits, Ub testing, nd MURRY of PUMA , pzmir-� and M44gna our a.wa.se of ae&n_ LMdw.bjkkrd --inaaw .sue % Hwam , Mn-9 t fia ToFitrmxwnTahnolqL%�nnancr, and ,€der aboadw se=mdlwsi%umfwn mmded and bid an act nNIrdwd to fi &y ne the B13grizab �S qiesfim a Ib be awmewd andlcar+mU he a sidf zd, such a& Rawnuny ems? Vh7t is ft expected paw md baveflW cam s�iih �7rsncrtir�n.in �� �,at cam' +seeds eshe Eisaa vathie a3nlRi&Er sus �% ad3angMTGZM iarufM=w=w- permits and paribmunce gunntm ealst aid is Ire fta"w9me,.of wi& dwse Whow the comma* vand3v '`suites poling the beWmilh spare pat =Ld M49aw Vuhwk of those me Est m6cal and what oonfingmdes mat? P n n ,m�- hive immd cozfirsiL to lag the Vnandwa& fox I to ensm a smauffi taawifion of cpemfim:5mm se acmun,m% imr e a TfmiMou Fbw dig dw uxwdm zi fvRptcL� sdkedulp, stff jnaaagemgWaoVis` aa, beneficW seine pW4 mtx parxe azftfies, aDd eVitamnt, Emend of and gUnnvlg faa thew ins 2-5 City of Fort Worth VCFl4WRF Biosolids Management Project t' i �7,% T .., ,'- - 0 cnn&vms, as ie4lerted in our draft transition. pb-n Maw. Theplanning during the Zane-Cvxtunenoement pinse is on -tracts and willbe comphted pAox to April 1, 2020- 2) Commencement Da v CoinmmmmientDay is whm & e pmvzibjzlnibbor meets the roa& it is.at this FDint tine BDI° is under new opatatiom=1 control coati acootu biMss have shifted, [milting Syn3gro fully responsible for the facility and req*ed to meet A mutEactual oblir. tions. CcmtrawAzation is a keys part of conunencement dayaatkities. EmpIrIme trzusidan. becomes official, eendcrr mcounts begin bAUng to the new co tra r, mw systems md. pzoto aol mall -ant (e.g email, phone number, internal rep€ztiug, and hue uess micking), and the tausidon slaili s to formal h tegrati.on. 3) Innfation Plan Helpmg.msw en*nyees a udsrsli-u Synagro's mf tue, learning to lesfierzge the new acid expanded mstmorls of moLiz ces noun t .inn, and buAding lsnaavaeledgelutikatim of new sFstems.has to ttlEe place over fuse. An emmnple will be the histallmtion and use of Synagro's Couiputmiaed Aiainterl7 we Z&mgammt System (Q.-SAS)- Vent assessnnen and Indkridual taming plans need to b2 completed. The integration ptbzse will. be prioritized =1 spread r the first approxin-mlyr90 dlip.immediately fabmft commencement of cap€aation. f� LlPilfII"P Lam4 -h�'r,?-( PPmm,m r.'rij'ru The miggemWgimdestmes for pus-ect commencement have beem idientified in the City's Reqyest for Fzoposals_ raie Com mtic: mantI :ate of April 1, 2020 is the definitive deadline on vilich Synagrca insist he prepared to murne all project responsftlities. As described heneu4 preparition is well under -may. The nwifirariun that the Sywgr€; Team tlL-rt it is the Pmiierred Praponent x AU trigger the neat round of planning activity +Thile the Cain merchd Close d oe (estimated D-Rcmuber 1, 2020) will allow far binding activities to b Once +ConunerciA Clorse is re-arlvd. Synagro can issue pureiaaw orders for nEw equipment, sip slit contrzcts, begin conducft iuterwLLws with employees of the current contractor, 333d similar activities. TBDBO;' disc- s Hmap-m ynt-ki R-m*P i I' ae f-r® of J 9 'L3-29 2-6 City of Fort Worth VCWRF Biosolids management Project •ram Ilm stiff WEr %iced w the Cat Ileum dwmqft the Pr3carmao-'aPr anti!. by the City of Pon War& Men ffie Camm Mum is amcbed, da UrvAil be pKpd&d vMh bi- wedUv updates an the pragms cd due lkawAtkm FlamAs*P Date appmMAILA *mar a vQl becww mam u*b WNW and emm n=e kagpEw rpdams as seqmw& �tl]ate7 v the Ckw rift Meg" to wnswaft am s Mkft O=bWhM Wdl VOCI& ZOVUd to that e2iStlaff F m)Ckmautrmni : SPLIAM rain UU-nae ft MD wea rrpu tzmrabm anA t,Lahmg'pemd tawaEds mi"Taaxw■ of a suocessM um*im ghat wR he seam rss to ffie C4 Etiis d server r ise demm& zL d abe pat speefficatums. fisting cant actaE main-am-inreneooEds, shouU be pridedby*e , onceremeLvel amm-mmmmmk shmmhe lrtwtaee cm S�� VM EMSM93V assist tha'Ua in&rAzy pLwfte and. 3ppkcabk- law pdw tG tbP CommenDemmtDiVa 6 Pm A spare P`i' and emmmaba aommadDes in imEnuxy as of the Date: 7 AIL otter commurt requkemeims (melzons $+L aed 6.3 -of tie Suvice con=* d. Pa�t� lam, pier rl� iae tract f Assume apmtiitm and nuk&Enume of eshfmg BLanagLd Assets at: the Cuammeemmt bate, 31 ant mowdm + Agmmelwt 2. Elmm de rspertisp ludludng the F*zMLv hftuiger zx:d an C.er ua mg off -sib aud staff resaum s to pie. 3 Enswe zepamr and eUwum mmumai eation vsilh t3[e re ra<dirg rrf. to cGuwcat 4 rbmbto& ran and sbaragg- I Dmub=g oE'hpsi hekfidkK pmesses and modaled sabsystaux. Pmduct usRg die emsft IbmW Asp . Cbys AB BenE6eaai Proms aRnpu_ +� agmcy maWws nda2d t£t. &e odsft cmkwkz% tmVozuy s tmse and dmposA petfwmauce but vflnm acmptlubffq lima saw. Sk=ge of BezefidA Fioduct on site in rw" balme.itio of ! • -. y mpm of and CcNmpm1FwVm'3Jlffdim deft ammfinuaf the 'I u Pax Q &RnpirihMneE ' lt�itiou L Paori" av- s to the n0jea Ske an d UmIft of -Nbm,*=maz Re ss rtr CommmmmmaDate and nnutiumng t mou the TWw of the CCMAIWL R reedshuk Sapft as pnwagdsn Sermm Ctat I AmTt Retmm 1f as pumidiAlm Seumice f abaWZL aemmmmdue weadipr and atim doer tenn ins to land appbmdon, wbib WMe to PWVent MOLISS stOZ2ge of EMEEMA Pladua 9. and mikoxame of ather mhaswacume wig The Pwjwt&m ft %WEfflWZIMPW9d%audpuw~Aftsufiov� I& ' ]' aii awe p2mlds as w& as ftdarATCED% 3ad kwt regubibm4 iad22 ram of Am sae rA, act IL Camp&, jraftxsh the Ckt.0 mdpm The Sermces Canter an emsmg k1mmaged Assa i w entomY SmWn's PIan MUNLIM ` sae Mwmmig, secdom disanss *2 Wmx& to to ewam tumfer of humbdle; dommentdim ftmsdm= of flee emsemsfing Bhnaged Assess mud anr3.data_ pnW.of cm Conti= Sul&e!E. BBmtsre Edstftaxamean opKates and mabxtdns the PIcAq in mrup _--ah good f 0-�- 2-7 City of Fort Worth VCWRF Biosolids Management Project :ref r Nmg uu&zst;wds ffiendecal m& Lbir saffing pLT- it *e FQccm of the Timisitm Fin %Qd is fidly pimpawd to =4*5� zd&ess sufffii? gns pmpet T2e CampWhis A defindbv& Fhain p:we to msm QGnmulty of se=me &lr,.Ig ww-"m to 9pogm numugament and to gmn-mtm t1ut 0* fudi&jS 45mqdAe!y staffed A 39 Ewes, The kev Ammm cf = staffing r-la incLI&M.. * PatfDirraateam of T_N&qn�d m2nagetawa pmeand ID laid and mmw IW- walh The kq" kwl -of Symagm pErmanAlhted in er& Gqpnizatiand Chmcu the each has nxne &mtwmKyyears expeamme Sea Meer robe wft the amapaw * LbmAeta-mqp32fieCLnmwd*n;Df ex;stk�g canuicom st2f]; as zTAibble aud;sjfcqxiauB_ * Whem exhitmg suff is rat qw-Uad or =etested in tmmwmwmg to Sr aka, fin shore terra with arff" mff ft= ew-mg sl� dm=emg and pa3ce sung fames aLd Synagrok was tad qpexabumss Imagaz team, new hues will be mu& fim Walam rJuftan aw tamud ummbonaug to dwiw�vem cpa3b2125L Cris AB Hemefidd Pzodwt kanspocudm sezukes vM be manaVd by a waffiinake -of intamg mmx.re e! and mbucublet baubm Of JDE.WCMA SrAff =1 Ih2 V=?=tE e3pelrbS& Of dffl imhmyleadm S-D� Timmsaw* 512" pim p2ouides fox LN mimmum at 11, fbL-ccne ME 10 OpRaw and -a �3um The famTty and oxmdma fidd apenfims- Gpeutwg ind managamw staff w& be by Of XeCiPME&Y fi=n St3bELR rt*M thE-37 are CWHeBAPI fiomse& SUff auAV cw aruw�g hmn/dars v7M bie m&bE!d is m*wFBxy bD accommmWe peakFeedsuKk pwdwtzupe6n& rur WORTB VM R KW, GRm3ARVwcwL_D 3vmE3_2:3A_I_ punpagEasm"m EPAX "act SqOrirKmdw ChintOpmw Adv&WmWm4:ftp44tb Dewater-ft mecwir Labam A w ewe` �__ Find Opentor! EyuagFo is eummaled to "now emVoymes. fmm 1he k='- mAmaou::-vTa suppon Us, gcA we vwR pw. UO 23 me2m of nw.6-dbmw sourou hmi" Ineg Pb facoment agaamts, load Zmrw Assacution% kfouce dpvdbpmentgraups and cumummity gUNF!S, SYDWO VrJ AUBIbM JnhkO.1 UeWSPIPeJ3, past W* upEainp an locA buff eft bawls and woA mthkmil c2reez dem4opmeial w easum mac the hugestnumbim Gf quaUBed canddms. lx� Eft Cbuftactr and, CAmtcaet Senkvr, Symgw miluW!s ID ubkm cEdaw Cky Cmatracts as W& as dmwdy engaguikg Ofte Vendors zud Supplas, as ma&Wled in The Simuke CantuAct 2nd pmvwmdod bdaur Ezhdng city couwAcm- Y&mh2 Nktm Sul — Synagm intEads, to utWoze the Kemn mattaa to sappLy fou-m dbkvi&- ALMM V�tw suhrk.ms — Spawo bamds to ntyme The Mfer Sukaians cordrml- ANDFaTZ Sepamdam, Ew_ - SpuVo wM adw5nstm dw mhcamft W-zm of dw AMR= cautEwt as mmft as cozzinue dmir sevuk*s as a surpteruaft a new Subcmawt NEW suppRu WeemEM WE be put Mpbm for ilem l� but nut kaked to dre ftKu ving Pueft Wkm and conumMy mMAjr— Nhm and KekKmk-d � qqmO-w= snpPTLT/Sq*czt ANDUTZ_ v Limed u4qq (qmum m pbi:e —Lbmt Imp City of Fort Worth VCW`RF Biosolids Management Proiect '-fr.: F-- rs National Daw terirtg Director Kit; +win .P '. ' -nberg Dewatering Manager Biosolids Engine@rirkg EnvLY'C r.r.e *Mk Cr}^X iollancc- PutAic Outreach EMS Support GoveL nmentPdThir5 Satvir Purr Rasing Finance Informatenn Technology Flumari Resources SYN.A--,r-.-.R Big Co er Regionad'll ace President Toby Hanleread Area Oirector, Tee FaciCty ent Supeemtend On -Site Of Sice Deg° atering S-erwices 56mrr P d Lid d a L' & FiAd C4vw Field Cmna' 3.2.3_32 1 DBC'rN BloicMs 11=Lmmant & Bmefiaxl Reuse Pavpcsai Chuck SimmDn_. lbchnica'tl Services Director Greg Roque Technical Services Manager Nftw liwCffr_ansFrr TerhnicA Services manager TORT WOM 2-9 City of Fort Worth VCWRF Biosolids Management Project N-nrt-i Amaziml Pb4mer s -g {v_jn phce' _ n * -'4 - - anw.� as. '*r& it pra" dewzwmd cake W:id5 ilNti_Ugfhe -7,T im. xL7x d_r-wSs i lY k - I.2hzia" serve s (nzr--ml sgply agneere ntfn aho act retup rtte:z -:bm tg weet cm end Pam- { Emplayee SeWzes - T3, P sm wll pig zud s ■ Contaas MiWte a of certain equotozat (as 1 _ -d � _ _'x_ CSC L&ggkft and ��e gragaw ML.w cw the Ng" re do mkf€um ty.-e VLVW mtD t hr dirfe ttw cwcHat and am futum StOzw t n4,ai MnTI a o%l7s79tea wlln.11 w piztwe_ Rmtcw codnumn-cawn wxh Qq pens and nymk* t rked*tom d fiuw r#e va he used id cangi1 t'l,7& twk inr&at= to Pedoffraft acTgnst &MTA +Haar rates to the b a Pirnsm IAvd and dffle.�t gip■ of tine n<okune an eak stage t.uft w� be tend s° ao ate anta mainu�m &a T andia Airrets mad pwide &at Derma -al from. the Uri CM an zsawe&d b3sia. S"3g r tom. SRk IR M63-MIM the awnber nt tacks used for Beedstwk Uuuge dw to their open top &OEM and pote'b"a fne XORMiq of odam Adffnk tom, Spugu - A see to m2kitfm ae UMI A2 *a Sft= R t u*(s) at SM oziess as afte n zs riBSSA&_' d. I OMLb a� F -ft Rlmwntb ,;)� va ot1w 1ho swemft belt fifwr psi to de-sater the ftedstm&, dependiugupon au3dabi2lity Tlmwpmsws andasmd3wd mmdHuy equ4minew vvit be mtl in opuatifn to enmw 4rnLlae wem-Aad- eas anti ran time ho ucn oo= awoug at equqmvzt The hw& vxM flow fr o®s of Am tLtee storage tams thnn;gh a gfj2zW%i to t1i2Eeft Bu-4dngc Aft 1 dstwA .emLbess DewaftrWg Buildreg it ra 5a r&r,-d in tine dmmd Peagwssiw enkT styee P3cq(sj fcrL t unsfer t1k the de5ked&T m2tedpze5S`!e* Fa4wff MR be k=diwed fix aondboaft of The iieedshwk at $re dish side of the bdtpmss hod puunps to ZWid passH19D 511MAng c f tbM rb& saiprovWag ideq to mataal �CtI 'P a .Rl.°i 4tn �14 ZWL or b&p;ess cpecat m w?l he mz& by apentons Specirmr. a. Thk MWA w2 be pmmped hom&nWEELagio the NFood, � into the SaWh Pohl, Fare tlte• lift stav'In Tva nfrimnq pump it cra to to 1TM&* cM&v '_ Fa4rer elution lymm SynIpi :laS COS t&d SaMpkS offibp VCV7RF seruiws awa in Ealtim=% I nd_ Awlysi? 1h35 iDdiC-at ad tltattfre C~pd vnwKh a dr■r Bf HAW, vbj rg ensure amens ZD anddekgerr of an adequate %4" of gold cm s:w as �polyznm w& be debmued in bolk bzpsby uninar'Anf: by fad to the eB;" pa* es stesage iRif��.SAr. fdt4 tPae rSu�n� 'I'E.e d�a'pc�i}r hum lsa�trelE� wed irE the dre p *mer fmduLk *r an" of the W. +,(- P&JIDW sohdan-This sohmm vp&tlsm ba +�� idu Me toe induar rqdapdywer s,`xw to As Ew ago pairpaM beEme mhwqumtI , t]ft tamsberred in the use ( A tmks 'fie polymer sabatian%aaa th-w.nse Fdayi tmkw& be pumped as t_wc�l iutc• the pieauj n mig lawted ca die dhcLuW sib of the bdtptess reed. pmpL Ike flc Fr nk 5= the pa�wm wkmban r pomp, +silt be ccsltuu%� a ba Sqymro npem irs to act deal caw pla aad ducue, a2aw IA St'aIRM mud r'nm d Systmn Kzaagmiena lift SwUms u-M be aerated aid malt.. wed In ]wmLiw wAk best,=a%gmgnt pz ar.3 iei`�i171Elitli .A.1 Lam. lte! m�'�q.CS 8E-,�. the za=n mteL Station aS UVR a} tha d=dim 2-md cnaF_- of On aD as-nseded bma lire pin wM he die ned of%z . . 3w oaa wUBd 5aatingdee,V ec.xpmEni; caumtffie --Vk hL-_4p zcttr-m Lmmtwd mate visk be p7luqnd to our of the i4$T : r-v - : L 3nt ;6 R_ ..F - Pc, -rp-r-, i :w _13 2-10 City of Fort Worth VCWRF Bioso[ids Management Project stmzfp tanlm item be zwwd r-ah. Feedstock arm pswessed w pit of daily Stress. mmUngs ihwxwstrate' sWikficarA fact to v atm storage czpa>ia vtr, in any cgs% at acmurulale sxlds r & the thneshcM Ige1s establish in the Serarice contu As VA th A otber eT4menk, le lit sca n. raid pond W the. ss sedum MALUIP� rerjtri vim. to enuffEd into am chefs Aspwr of Am ovenn of the Tem Adminis=fte die (30T Chapter 31-1� 312-M and the W41i11PTHE . permit T&- B e w&.Pri &vt wZ w a a V-w. r Aaras:b Rukafirx s via 3e TAC lea 31" 53ri uft PH aped the VCWRD TP= pwmit % Haute path.- sh"ge BenefirM :Viodura wM he stadqiled on ibe t sent ox nm stage pad dk 3s wadtser ane land apphration s Y-Ji� diMtp- &- elTwtl be to.mk&aLze. the manomrof Bevefixft3k P c in Asset gemert F&an. stake to pwv= The gennaabon of amunce. odors Rubber tine luadem ---M he rid to mania die calm sUUW Um Una a*.Px0doomis trimspMrted to Lime —Bdk lime'wA W de mmed in poietnuafir ti7ftSJurist Nor& AnwAw an an. as weeded bags. Iris pwwmad drat the dose of lkw req*eiL ID pxosLwe ,CW-w- AB prod= wa be the saxim m d= u2nenfly tiul d. at &e si" iarmbiib is about 13%on a dry t''=sls. Tww OADmk -'>. g OE ftnted rwdstst& f = VIEW Creek bas awmElmed fiw the xld'idm of retie chbmj& ID &e bkrakh pr= In, drwztExhig vUh&PwSSlMF0ywsdraaw-d"NtomcbmiLethre PWOMC&S of hoLer Cabe Sams cantem SvDagov vM nontizinse the service t D Am Cigg by Lea 5chdhais, inc: Mouse DxwAde - UnWo wM =nbmw &e muezrdy,pwvWsd is the Cky byWdft Sys E= 12m dMUndme ilk irased bites adot owatwi p m- TIUS t On-Ske s-Sty:: Ammaes d3kwww dim Em t*zbmw of dn bwwh& ata xA* of 2ppzcsb=atW tad pounds C102 per dry rain of hxno5*- �xinont 103 ppm dwm €m fd'igestBd age; 'fie pws d tl= lhe da-w- regnwd do Atiei':'t Cb5, A$ ice.vM canshten t vMh past pmefica the exis"dwraind mod. and RDP Lkwqufte sin wA be xts+ d hr rQdUCE ass AB Bmmfidat And Rsft pDDvedmms limas w &ase amwgdy iinFZzm Tb,- CLns AB pooductisM he sm" iD deawnsm p compamm pittagen owadru ail aname #4 (ea&Oc viral; & Tide ;30 tzalm to t =port tie Class AB Ekmafichl pmdm to hard. a hrid n smm Tho w3m bep afort wd usigg uali tea: {]n days wh en lud applka is %mration, Soagm wx be leg ilrudz.S=4a—imfil#pjvdwnumber of upswing days pu wwk depeaffing to wta>$aer aa. pmdwfion dewml&. When en= the sde, fitay vK sm#e around tiie pedmme= of the faedby co n a pboned nor mzd desigued aorf kwat e d to wzonxaod2U wostr rma of tie bmsdJ ds "facMky axd b'an arm.'Auch WiU FUR arond w the CAM sNrage pad to be kmSea The dmwers wA w-Ak that A lud sabeydedms ae in mpeLad='b 9cie *e trm*iFr, l be lrrmbd (tarps zod load l - On= IDaded thug WO cMas the fret& sr310 Ir rt.R gross weiW. Tam weigbh tfiE he sari We atatl vredfid 21.3mst C arnedt ih VxzUhwp With nae. Service CCUMU19 The try units & be knpactA kumsed znd alapempiuL-& ra as Mquired OD transpua dewaltezed V-Y-A ]ids. The damp trams m& be eqnqqwd wkh Em rear xmd fiat lEerwar mgjlata Tqt IkE&su d irldm: cmXnmmsvQ by :ice for each hart: xc tp aid v %be obsarw& The ske and ec3alinitiE ads ifidite the feawV21 We naomtaoa of ft eids" Avft stRdGU and the a Mai»W=A)e Sba f FORT WORTH 2-11 City of Fort Worth VCWRF Biosolids Management Project Svugm wd pmdgm and malt fim Cass PAS B4nP&-bl Rminct at of the Comamenser. Date - The paa - wa nLli=$ z d<mm sit of land applkadm sits s&actcd amuse a troad geogrgWc 2maa aexi drugged tt rrtmn=e ny�=k:jmA =Uhltv mbd flamb*p by no" a va4a,4-,T cK crap amyl sa t�psrL Tke inlay of site- at utia.lx Spagm hm a:r" rvAat!e ftk-. lasso apgk4Um site pzmwed be Dw a.; Thap L-Ad v*s sacm-ed fi s fan am dms4pW..to days, bwamE naw1by of tits Lw 440ca6= Sew is limed !heir rdat5o s ire, cEap r"xm, smsam& vm2*m p0nms and short- tam wead2s h4 aw. When Dmw Sites we open Sur VpiiUdDfi, s rdU be tramp¢ted and appEed Aspwduced real pa9mg inventaty from storage. Whea.reusr waK am tmamsla b n c&ds vMbL% stated. 'iell�� l�t�ll�i �-T ItZ3� IDenta t, PUk9L, "1UMRa . hood, Jolmsan :Uml Eft) aee eatrrr�y tgirlels��arl_ 3vnagra is aar� a� die mg F -tbkm x0arans issues in Asa ar_l has pLmmd to avoM appikudanin rendtim 'adslbaawms. C`,auti mad id &.Wm of addidw.9 sites is au the adfwA Pach to PmPazing for d6? .itpai 1, = t muddan deader As am rating pxa�, Synagm jntmtis to mmataz, an auaiiablt imentflry of sait21t1a'E laad approwaimx sines with m-aftd7 a-m�p regaited OD SW= IIM PMZLMCL o aaoe Vc at affba1lb,- Sa -mm Cmnum zecgumre ,�3a't� iiisiataal4 spa VaNu se 3, if Rmulm lik Sa=m 10.3.4-) as w4 as the iCIVRP penzits and Adzr4 'ICEQ amdlazA Im Thaw is a gmmdet&d dimmssonof&&l d 2ppScafka apecakunin a 3.Z6 Eewftat AmIms, BvTmftwt Pm e+s4 AddOm and IIlit a ma of Nmls�kbn%emmt "m miIl &qabap aced inn cpomtwuai ra m"Lv of it. bEwak& appimfims in 2n accaraw m d uudy mazes' nuands sal wow mu 1 300 Net wldmay ;nhraam 4S- 50 2 550 Pfsturafty VP Z"t a5 - 95 3 440 NsturetHay Van ZmAt 85 - 95 4 500 Ns ur@;Hay Van Zandt 85 - 95 5 300 Pattmralfiay Van Zandt 83 - 95 d 1.750 P'asturafflay Van BRdt 85 - 45 7 1.200- F%stxv Hzy HdI 60-70 0 3,50D Row Crap tail 66-70 9 4.00D Row Crap HA 60 - 70 10 1.Doa Pdst;r d"Ay H11 60 - 70 11 70D PiNtura/Hiy Hill 60 - 70 12 2.500 Row Crop Ha 60 - 70 13 KO PastutdHAy NAY-Irro 70 - 8D TaW Acres 16,540 HOW GPM l(ammVV NVEd rah-rr cRwea Parma we 2 &". LOW ngtrOL 2-12 City of Fort Worth VCWRF Biosolids Ma TCRQ zad VC=P peg n2k mqukcawnts, VAR aho wppaa the 0tv in ifs Udrd-path ceitilled RmnmmmntA =Svmtam P - sulk as sat 3equisfimm iand applwatmt; and public aducatinn andanUmch —vffL.be.mgairedbFSpZVo via kuse, purdme or zesouimd % tha Compauo e=sg fleet The fiAw-mg -ppmomt is mmmdf aw!zk wd and wA be sere tpoz NafK* to pry bythe 15 TAwkrl" tracer ar.. m-am'e rates (sue a 4)ahnD G hudm(w ems. n*h a 35 cr4bm yard budme card hi& on imr. 2 PuMmMmdi c*e spmd En wik 10 to 14 vmt mn capmny The take speeadm wM elhK be dal M P. K q&tLfteA R i 0 maILagedam 336 pimd spffimdus- 2 Jub Ieeae M or 49W rm tmom ftarta . dow vadE dttzlrear wheel 2 Dne baxww or thral p1w1umpLema= Em cake 2 Mid II' 2M 4x4 pukups v i& fmEl tan$ =A to d. Names barpmimi maaa t. 2ftuDdENMAm 4x4Axteabnicjl S *nppcut. 1 CzagAtarraad gpxkrAw wad mAr r at CMkmK nusedUmcm e9upmew' d tf aS meedEd- RmWass eTV to he paxvii bd by sWweAZwt hmhms aid bptm pwvxbm gmigrr► WM d+," a psi e ptblie s KAm iQ3-1$ of It e Savdme Canaaet_ Rnmmrms at The T %N knd and fm m o ale supp mr staff wM be mmubed is pubkr- education aud cmoeadL '' Le Compaig had MM=e �3P��i g and exewmgpdbhc mmmxh ammun for Effam iniBducaug the Natiaaatabm►i RPA 503 3WW by d* Uhimd SUws Vital PmAmetion final iu&Lmadm and a db3fl l ubiie +[hulleaah PIM m judwho.in Section 12.6. p - a V3�a v 1.3-1-4 jpma. uft a bj&4ewl list of ALL nat:wg dux faor a basdm ems"--12napd Asset Avt--rq uA namdbDM ISSM U= CO he piutaip In ads in Me emsift Abmged A u l wgnme and sa ba€aoce of e7ipmR reed to opm-sm aW matutw tits Jw and nana&* lhe pwpwt SmL aai maulle7ipmtentv7M mkdE ba&m. Meg; RmUk mmuummft hn&, Frk- andh rgequipmat dues matialend to W2m the mn stabm cur makrtemance An of the on —am ps-tewqmetg.mdmbrgthe eaagi% mmaged Assn% tm be enter iutaa the MMiMG baaSEd C&W tO be iJUP&M anted at the 55be:The O.'L°lB'1 R=&and aftumstm m,-%vd kaq&W ltenaget<iE 3S ytld 9p pmM kmmka The bml&ngs and gmunds of ihe site vM aho bat mod into the CMS 9=t vlh* rnmrir e#m am d. mr.3rifa� mwoMs are d aelc>�ser1 `_ mmedwm3p, rmmvgmi, and nqdmmnft of aB of tt riksunn*s alocatinto the praps+ a w% y- aused aswr ma d Atm a,smts bm� to ihs pmp= bySj� mM be -deta&d in ft AsmtMmagme= P+,L See flm prelu mmyAssa Mamagawxt Pbu Tsh97k3 a3-3j Aftm dw Aamptanm Bate. the a mM% hdamara Assets Wirl be ri7zmtwD d a5 backup pmucesmag auefty wgh their Mdi ndual CopmeMs i SW md maUMdui d a wm ft to OEM rtv�r+�+•� � SymgpD% and the mqumm&nts of the one _ FORT WORTH 2-13 City of Fort (North VCWRF Biosolids Manaaement P MUMMER`4v.�V- rJ-Lstr4Ur0'3,&-, av klud A d-yM cKmOuffisma wig ICY. Trmukv Puu$.-- (YCW RF to 3 I oD hp t4OD Mnl or 700 pm 3-w Ipm Comte $6 Slucke t Dldmg Tanks 2 75 h a 60A 0-8 MG is 0-5 mi- Q MG e GrjjwlHl 3 15 1np Ali $p m 2-6 MCD EFP Feer1 fh,WP=_ 6 11 hp 200 vrn 2 MCD BEk Fi w PrrJsv� 6 2 mmr-S hp, to h x IS ft W g xn 2wom wit Nraw Pumps 6 2 hp 6 vm - liv.,,y R*mw Feed uF&I a 4 - Imo moo A1r Tanks I fl"A gTanks 2 - I ?SO ]al Isw o PL-.1jlrw i yTardm 2 - 1750 VI 3So{l pl BdL Cawowm-- I S lip 24 ki wAL x tOo h bwf. - nxss aI I 152 ft x 71 h MAI SF '0.032 5f nA '"w i to hp 25,ftILrp - LiFre Uo 1 32 ft fth 100 lams 100 cans R>ffaI Sucker F 5 hp 65 h wfwh Wmhwiter Fumps for SFPs 6 7.5 hp 9013m S>uhmnibb Fab -ate Pmpf to VCF 2 15 hp 32S gpm 65o ern Suwmvoaer PuffM wVCVUW— i so hp 2yow ffm 2FW pm Acaft %—Ae SwrAp Pkd 1 37.= SF - - Icm "ristm!4 Cabe 1 2S.00D SF - Swage pad Mrtp e-l!mk 3 6-i ljGTn0I as MQ O's MG,5 MG 6.3 MGM Ume Slims axieew C',a."iD r I E-4 EA Lk Linen FecA suraw comeyor I EA FA FA Lam ant azl� I £k EPL EA- A.irlets lbr Lkiui 3 Swap -F�nl{s 5 F k Eft. EA. ca;.eailI riv p2d ($.Iwm) { 2A,cre - Ctkelr--e Dbxide Uvrigm2 - - Tab re Cie lii s Mi+�tc $ e eec%rY xssu�e F a! 12 3-37 2-14 City of Fort Worth VCWRF Biosolids Management Project Exhibit . .3-): 1 = ��r 1 � Per', d chedu[p, Tine Spiagro Team pzplbnWa y Tkavmuon Fur ud S&EdWe h pme nteld below .As'discass i:in dw Ikanation. Pia Sync I;s ermnsim exF a€ience and alnwie=s remnt'exa>: Fhs of .successfOy execrated pmcject tan -A ions. The drift schesinte Wow )Mies a ggmificant level of detail regare_Wg the activitLes zufAred for success, mUe ifemtiifyi ng the time pniod in wbich each z'etMty t & cz-au; eEpressed as days prior io Cann r ceinent. In addition to.t1m tine faame fox eaAffi nctic ly, the party m=ta for atui�unent of that hun as AenfiLed. Upm nodee of s0actGu .as. tt a City's Pwfined p der an inczeasingly detaaled veniou of the Th nsition F3edod Sche-sttt'.e wiU be picid nred aind updated accocd, gi uu E4e �x ll�,d upT to the entnze raetexnt l ate. 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AFV4RR' 3.` - __ i • - - -, _;"h Hmnaprneqtl4 $er.eACLIl Reuse Fmpmal F•7+ if4 #70;: .,h ! � �" ��'x tilt .��r 6l M 0 R�TH 2-15 City of Fort Worth VCWRF Biosolids Management Project ........... r.k I -.. - - gmTtdwKlm-w CA V-Vmn awwo". v, Via. r-x--'j clliw ivko G�;hj axi P%qA -m I- LkkktAVVL kjrr,-ldxt-*wd-;w --wl WX ff I L 4U " LT Ma q'-j MI iy%A erica -119 0.'-2Tra-ft C4 lim�-lw er.1k lc�j %Fim Y7-1 7� .,. A. -go Trjmw.n4 .y.mm Oklal im"I LF Am PLlh Pt3ft CO-" Ljt� 01r, AU AN W, 4*0 12A IV a"-1 14-1 T,a (—1 U4 sir !&:� imiles re lf WORTH UiOM BiaszAr. '^.2rn- =--n- A 13E-iEk-W Reuse Pre D-;kl 1 2, - - 1% P�— 2-16 City of Fort Worth VGWRF Biosolids Management Project Exhibit 2-2. Transition Period Schedule 2-9 7 rori Wiorih- i 1.7_�\l="1i31: - �A?lCt!Lv,IA _ ....._ ELK * alert 1 t . ^L3P.At i -. Human Resources 86d 12/01f19 2 ...._ ..... _ _ ..... 03/27120 Daniel Neary ..._..__._ �- o Descriptions 10d 121011,19 12f12119 Daniel Neary - - ._ ... . _ ....... .. _ - 3 4 Plant Manager Assistant Plant Manager - ...._... _ 12110/19 - _ . T - - 12/12/19 ---� .. - - Dame! Neary .." - Complete ... - _.... - - 5 _ - IantO --.. _ - .. ., P PPs X 4 ._. .. .. 3d - - 12JI0119 12/90/19 - 12f12119 _. - Daniel _ . ry _- " .Complete TCEQ Class A waste water treatment plant license s - i - Field O .. PPs X 4 ._. � .......... . ..... 12112li9 -._. __..... - Damef Nea ry _ .._. Complete - _.... _ .. _._ ....... - _... ass men license - - 7. _ - --- --- _ Mechanic � 1� ... .. _ - 12101119 �-- _._ - - 12l12119 ....� .. Daniel Neary ..... _.. Complete pan -- - -- --- -__ - .... _ _ ..... ... _ .. ...,,_ � B -�- - Plant Labor - 3d____-...... 12110l19 ...._ _ . 12l12119 ..._..___ -_ Darnel Neary .._ Complete _ - - -- Class B CDL .. __ .. - - - - .... .. .... --.... Tech Services x 2 7od 12/01119 - -- -... _.. 12l12179 _ - _.... . _ _.. - Daniel Neary Complete ..... _. 10 �= ...� Recruiting andH[dng 10d .'... 59d .... 12101/19 - 12112/19 -� _. _...._ Daniel Neary _. _._.... .. complete ....._ p .. _ -- Gfe Is assigned to Fort Worth _..... g.. � 71 _ 12103119 02t21120 Daniel Neary .. _... .._ .. -- _ - - - - - --,-- _ 12• Advertising Candidate selection 22d ...�..._. _ 12103/19 01t01/20 - _...... Dame[ Nee - ry -- - .... '._. 55d 12f03119 .. 02M7120 .__- .. _ Daniel Neary 14 - - -- _ - Onboantia Orientation, Training 5d - -_.._ 25d 02/17120 .... _ _ 02t21120 -- d- Jeremy Snyder ...... - - 75 Now Hire Paper Work - ... 02724120 _ ,.......... _ .. 03/27/20 _ .. Daniel Near Y .... ..._ _- .. _ .. .... - - 1S - Orientation --- . ' 5d . __ 02124/20 .. _ _ 02/28t20 ...... - .. ... Daniel Neary ...... __ .. ...... ' .._ .. -. - - .. - .. ..... - - .. .. 17 Traintngt Safetyt OTJ _-. d __. 03/02720 .._ . ---. 03106t24 -- ._. Daniel Neary ._ - - - _ - ._ .... ...... ....... - .. .. ...... _.. 18 [- l Finance 15d ---..�...._... 03109/20 ._ 03/27120 _ ' .._ .. _ - Jeremy Snyder - --- - . 19 Capital s5d __ ._.... - �....... 12103f19 03102t20 2 ' Michael Myers- 201... - Bonding - .. ....._... 44a #2103119 01131/20 MichaelMyers 2# Insurance -_.. 12103f19 ....... ._ - __- .. 03I02720 - __.. Michael Myers .. _ - ....._ .. .._ .. _ ... ..... -- o� «� - -- - t Set .. .. _ .. W Projecup 65� - 12f03119 03102/20 - _.. Michael Myers -- - _ 65d 17103119 03t02r20__--- 23 24 Nei bJ!te 65d - 12,03119 03/02/20 ..aIn ...._ Norman Whitelaw I - - Ff�i I¢dJTl��sl!{+ uming Item Codes ..- _. ._ .W. _. .. 25 65d 121D3119 _._ 03f0212U ---...... __-----_- - ..___ .............. Norman Whitelaw ..._... - -_ .. _.__ _..-....... _. Contract .... ---._ 44d ]2103119 01137/20 abosm a .na 9 r@sYnagro corn - .._... - 2S Adaptive -- __...... ._ _ -_ _ . - 27 '-, Assets Norman Whitelaw 44d 02r03t20 "02120 Blake Li - - 28 FIN Initial Equipment Inspection 1tl ._. 02103/20 02tOWO Jeremy Snyder ..... .. .. _... ...... --- --_...._ .._-_ - -- .. .... ._ . _ ....... . - .. -_ ... 29 FW Final Equipment inspection -_ � 44d 02/03/20 --- 04102I20 -- Snyder I ... .. _. .... ........... 30 t-. Asset Procurement _ _ 21d 02f03120 0310200 -Jeremy ;Blake Li 31 I-: IT Equipment � 27d 102f03l20 03102l20 , N Orman Whitelaw 32 Computers .-. - _ ___ .. 29d -_.._......__.. 02103t20 _._ 03t02l20 I Norman Whitelaw1 - _ .....---... _ ... .... 13 GPS 3 4 21d .__ .. 02l03120 _. ._...__. 03102f20 ._.. _ Norman Whitelaw, - - _'. - - ...... _. . 34 Phones ... . - .... - --- - 02/03120 .� - _.._ - Norman Whitelaw _- -- - _. -36 02ro3t20 I I Norman Whitelaw--_--- .. _.. o__. Offce Equipment .�... _ 02703/20 - . . ....._ ._ . _ . _ Norman Whitelaw, ... ... _ ..... . . ..... . . .... ...... - -. 37 I , Rolling Stock 121d 02103120 .... _ 03102120 Blake LI...__ - .. . _ __ .... - ..-... 38 Tractors 39 Slinger 21tl ---_ 02t03120 _.._ - 03107f - .... Blake Li --- - _ ..._. ___.... _ ..... .... -..._ --. - ... - - --.. ........._.. - .. ..� �- --... .. ... .- ... ..... _-. - - Buggies _ _. _02f03120 _. _.. 21tl 03702120 _.. _.. _. -- _..._.... Blake Li I _. _... ..._--- _..... ... _ . _ - .. ..._.. -- .....-. 40 Skid Sieer ._ - .. _._- - _ .. _ 21d-- -..... _..... _ - 07103l20 _-_� Jj 03t02120 ... - - -.. ___... .Slake Li _ ... __ _ .. ..___-.- - - --.. .....__ .- ... .._ ... __ .. _-. . 41 Fork Lift - .._ _ _ 21 tl _ .. _._ _... L 02l03120 .W. ___ _.. 03f02720 _" _._ ...... I Blake LI 42 .. Pick Ups -- _ ._ -- 21d 02103120 - _- .....031Q2120 .. .Tom Rcell -_.... _ _ _- _. .. -..... .. __. ± __- ___ - -- ....... 43 Mechanic Service Tmck 21tl ..__ -_..- 02I03120 - .-- -.._. _.,,.. . 03l02120 _ Tom Roell -.. -. .. -..._ .-- . -- .. - - ._ . - ..- ..�... 44 Mower 21d 02J03f20 03102f20 Tom Roell --- __.. .. __. _ .._ _ _._. __ _- -'"- . . -� 45 Other Fixed Asset 65d 12/03119 ... 03102120 _ ....._ .. _ __ _ Karl von Lindenberg-- - - - _._ ._ ._ ._ ..... - _ _ _ ..... .-._ -_ _ 46 Bypass _ -- 65d 1210319 9 .--__ _-- - 03102I20 von -- Karl iron Lndenberg .. ---- ...... ... _ .- �.._ ... - .._ .... -. .... -_... _ ... 47 Pressure Washer _ -. ._ ....._._ ....._--_..._- ._.._ 48 65d _ I 1?f03119 _ _ � - - 0' , 03102/20 - -..... -_ - .. .. Kart von Lmdenbe rg .... -- .. ---..... -.._..... --- - - - ._ - Hottsy Office building - ' 65d 52/03/99 103102l20 _..__ _ _...._._ .._ _ . � _ . _ Karl von Liindenberq pressure washer .. _ _ .._. _ .._........... "".. - .' - ..-. .--- Fnyimmental 66d -- -" - ..... - - __.. .....----....... ..... Bu- Rent Mobiie0ffice Bui Office .Isling Rent to own - - --' ' - _ 12f03119 03103120 Chuck Simmons - - - - _ - 50 TECQ Permitting 65d - _ ......_._ _ 12/03/19 .._ 03102120 Chuck Simmons- 51 Land Base _ .. ___. 65d 12I03119 03t02120 .... __. -- Chu ck Simmons - - - ---- - _ .. V..___ 52 Soil Sample testing n9 -._ ..__ �,.... ssd - -_. � 121D3f19 03/03/20 - . ._ ..._.. - Chuck Simmons ..._ .... ... - 53 Pond probe 65d . _..... 127031]9 03f02120 Chuck Simmons - 54 1 Opps & Biosvlids plans _ 65d 12t03119 � � 03102J20 L it Ise W I tams — - - - - 55 NBP __ ..._ - ._ - 65d 12103t19 W102i20 Lisa Williams - - 56, SOP 57I FH&S Plan 65d -_...... 92f031f9 03tQ2120 Lisa Williams - - - - - - l -_!, 65d 12103119 D3f0 120 _ Lisa Williams - - Exported on December 13, 2019 10:40:54 AM PST 2-17 Page 1 of 2 IYq gli9 58 EMS 65d 121D3119 03l0220 59 O&M 65d 12103719 03702l20 60 Olher plan's and Submittal Development 44d 61 Suooly Chain 65d 01/01/20 1003119 03/02/20 03102120 62 -; Vendors 65d 12103/19 03/02120 63 _-, Vendor pricing and Contracts %d 12/03/19 03/02/20 64 ulllities 65d 12103119 03102120 65 Uniforms 21d 02/03/20 03/02/20 66 W W Return testing lab 65d 12103/19 03/02120 67 Polymer _..... 65d 12103/13 03l02120 68 Ferric 65d 12/03/19 03/02120 69 Lime 65d 12103119 0310290 70 Truck Scale Calibration 65d 12f03119 03l0P120 71 Sub Contract Hauling 65d 12l03119 03102120 72 Submittals 65d -- 121D3119 03/02/20 73 Safety 65d 12ION19 03/02120 74 Safety SOPS 65d 12103119 03/02720 75 MSDS Sheets 65d 12/03/19 03/02120 76 Plant safety equipment 65d 77 _ 12103119 03102l20 78 79 80 81 82 Billing Melhod interim Land Application Lisa Williams Karl von Lindenbera Karl von Lindenberg Blake Li Blake Li Ryan Thomas Rvan Thomas Ryan Thomas Ryan Thomas Ryan Thomas Ryan Thomas Ryan Thomas Ryan Thomas Tobv Hartleroad Toby Hartleroad Brent Proudfoot Brent Proudfoot Patrick Delanev Brent Proudfoot Exported on December 13, 2019 10:40:54 AM PST 2-18 Page 2 of 2 City of Fort Worth VCWRF Biosolids Management P Attachment 2-1. Lab & Miscellaneous Equipment Inventory Equipment Value Purchase Condition Date (Poor -Fair -Good) Lime Silo & Dust Collector $51,000 Nov 2015 Good extra equipment not current) in use RFP Lime -Sludge Mixer $395,685 Nov 2015 Good Lime Pug Mill Unknown 1994 Fair extra equipment not current) in use Four (4) Ohaus MB45 Moisture Analyzers $3,314.72 Nov 2015 Good each Attachment 2.2. Rolling Stock and Mobile Equipment Auto/ Item # Year Make/Description VIN# Serial # Model # Dept. Auto Equip. Comp Coll. None These items are not rolling stock, but shop tools: ANone Attachment 2-3. Existing City Contracts Company Scope of Cost Expiration Notes Service Date Kemira Water Turnkey service providing chemical (ferric $870,000 01/25/21 The Contract with Kemira is for a Solutions, Inc. chloride) and any needed infrastructure (annual) (see notes) maximum five years (expiring in January (storage tank, pump station, secondary 2021). The City has the option of containment, logic control (dosing based on terminating the contract each year. sludge flow), and system maintenance. 2-20 City of Fort Worth VCWRF Biosolids Management Project Andritz Refurbish four existing (4) belt -filter $520,000 NIA Authorized through purchase order with 5 Separation, presses options to renewal. Inc. Water Turnkey service providing chemical (chlorine $950,000 01/25/21 The Contract term with Water Solutions is Solutions dioxide) and any needed infrastructure (Annual) (see notes) for a maximum of four years (expiring (chemical generator, logic control (dosing January 2021). However, the City has based on sludge flow), and system the option of renewing or terminating the maintenance. Chemical storage tanks are contract each year. Annual cost is based on 2 years of data as program was awned b the City. y y implemented in November 2016. Crescent Install 5 MG biosolids storage tank, meter $6,437,00HO NIA Approved by Council on 9/11/18. 540 Constructors station and chemical feed facility Calendar Day Construction Contract, Andritz 2.01VI The term of the agreement is for 5 years Belt Filter Andritz lease agreement for 2.0 Meter Belt $1/year 06/09/21 with an option for renewal or purchase. Press (#6) Filter Press See lease agreement for additional details. NOTE: The tanks and pump station associated with the existing chlorine dioxide system are located at the VCWRF. The contractor that owns and maintains the existing chlorine dioxide tanks, pumps, and feed equipment, Azure Water Services LLC, d/b/a Water Solutions, is under contract with the City, with renewal periods that extend up to January 25, 2021. The obligation to provide chlorine dioxide feed tanks, pumps, and feed equipment and manage the operation of the chlorine dioxide feed station transfers from the City to the Company on April 1, 2020. However, the Company may elect to utilize the pricing and facilities associated with the current contract between Azure Water Services and the city for chlorine dioxide storage and feed services, up to the expiration date of January 25, 2021. In that situation, the City will invoice the Company for the costs associated with the chlorine dioxide storage and feed received from Azure Water Company Services, on a monthly basis, from April 1, 2020 to January 25, 2021, at which time the Company will be required to start-up facilities that they construct, or arrange for contract services from a vendor. The Company shall indicate their proposal whether they are interested in utilizing the Azure Water Services contract for chlorine dioxide feed from April 1, 2020 to January 25, 2021. The City has no plans to assign the current city contracts listed Attachment 2-3 to the Company. Should the Company elect to utilize the existing contracts in order to provide for the temporary feed of chlorine dioxide and/or ferric chloride, they may do so up to the contract termination date of January 25, 2021. Invoices received by the City from the existing city contractors for Company directed ferric chloride and chlorine dioxide addition will be paid by the City, with the City then invoicing the Company for reimbursement. NOTE: It is the City's intent to purchase Belt Filter Press #6 from Andritz, in accordance with the option and sales price in the lease agreement ($14,000.00), at the conclusion of the lease term. Attachment 2-5. Future City Construction Contracts Project Name Scope of Work Cost Estimate Duration Thickening Project Currently at 60% design. Project consists of installation of $19,000,000 Construction 2020 rotary drum thickening of primary sludge and gravity belt to 2022 thickening of secondary sludge designed to increase percent solids to anaerobic digesters and reduce hydraulic loading. Grit Removal Currently at 60% design. Project consists of installation of an $26,000,000 Construction 2020 Project influent grit removal facility designed to remove 95% of 105 to 2022 micron and larger grit particles at the currently rated hydraulic capacity of the VCWRF. Project also includes a low -lift influent lift station. 2-21 City of Fort Worth VCWRF Biosolids Management Project Digester Recently bid out, renewable contract to clean existing digesters. 01/25/21 Annual Cleaning (see notes) Project Attachment 2-6. Services Not Under City Contract Cost Expiration Notes Company Scope of Date Service Lime Supply Company will need to obtain a supply lime NIA For producing Class AB biosolids that can be loaded into the onsite silo and fed to the pug mill Fueling and Company will need to provide NIA Maintenance maintenance and fueling for rolling stock for Rolling Stock Truck Company will need to utilize a state approved NIA Scale third party company to certify the truck scales Calibrati once per quarter on Sample Company will need to employ a third party NIA Analysis laboratory for analysis of compliance sampling KMPA City of Fort Worth VCWRF Biosolids Management Project APPENDIX 3 PERFORMANCE GUARANTEE REQUIREMENTS 3.1 Purpose of Appendix This appendix sets forth the Performance Guarantee requirements and Performance Credits for failure to meet the Performance Guarantees set forth in Article VI (Performance) of the Service Contract. 3.2 Return Flow Guarantee Requirements Company will be responsible for management of all process wastewaters and stormwater runoff from the Site. This includes sampling and monitoring to prevent disruption to the VCWRF wastewater treatment processes. Filtratelcentrate, condensate, facility wash water and stormwater shall be pumped to VCWRF as Return Flow in compliance with the requirements of Table 3-1 within Appendix 3, Section 3.2. No filtrate/centrate or wash water shall be discharged to drainageways or stormwater facilities, except for the on -site stormwater holding ponds that are combined with the centratelfiltrate and wash water to form the Return Flow. Values in Table 3-1 are applicable both during the interim transition period, and following construction of the Biosolids Solution. The referenced effluent limits are designed to minimize future impacts to the treatment process at the Village Creek Water Reclamation Facility. Table 3-1. Return Flow Guarantee Requirements' Par'formanno v21uu Daily Max i_eadings {it;lday} Excoadance Levels, 3 events in 7 Jays Fxceerja a Levels,IS� �� Winder IQae to Merl Sumrner IApr to Nov par ame*er Day Carbonaceous 5-day (CBODa) :0,500 <_2,000 <2,500 Total suspended solids (TSS) :57,000 58,000 :510,000 Chemical Oxygen Demand (COD) <_7,000 <8,000 <_10,000 Ammonia (NHa)s <_5,000 <_7,000 58,500 Total Phosphorous s1,000 51,500 :51,875 Phosphate (PO4) s500 F650 <800 GENERAL: Maximum return flow rate shall be 2.5 million gallons per day, unless written Approval by the City for temporary period of exceedance. Return Flow Rate shall be monitored continuously with an online flow meter, and total daily flow shall be recorded pH shall be within the range of 6.0-9.0 1. Samples shall be collected as specified in Appendix 7, Section 7.5.5 2. Exceedance level for 3 events in 7 consecutive calendar days, not to be re -started on weekly basis. 3. The applicability of Performance Credits associated with the Ammonia Return Flow limits is subject to the language in Footnote 1 of Table 3-4a. 3-1 City of Fort Worth VCWRF Biosolids Management Protect In addition to meeting the requirements given in Table 3-1 within Appendix 3, Section 3.2, return flows to VCWRF shall comply with the City's current industrial pre-treatment standards, including prohibitions on discharges causing pass through or interference. All Return Flow sampling, analysis and reporting shall be conducted in accordance with Table 3- 1 and Appendices 7 and 10. All sample results shall be certified by the Company's operations manager or other company personnel authorized to certify that the results were obtained in accordance with the accepted sampling and testing standards and procedures. In the event that a particular parameter does not have a method approved by the State, methods currently accepted by the EPA, or contained in the most current edition of "Standard Methods for the Examination of Water and Wastewater," shall be acceptable. Additional information on sampling requirements are included in Appendix 7, Section 7.7.5. 3.3 Solids to be Processed This section presents the flow and loading characteristics of the material for which the Company is responsible for processing. The Company shall treat this material, or Feedstock, in compliance with all Performance Guarantee requirements, Applicable Law and Government Approvals during the Term. This section also outlines the relief from the Performance Guarantee requirements in the event of Non -Compliant Feedstock 3.3.1 Feedstock Quantity and Quality Parameters Table 3-2 within Appendix 3, Section 3.3.1 identifies the anticipated quantity of digested solids to be processed by the Project Company. Table 3.2. Anticipated Feedstock Quantity 2020 2025 2030 2040 Description MM AA MM AA MM AA MM AA Anaerobic Digester Effluent To Site Flow (mgd) 0.68 0.61 0.74 0.66 0.74 0.66 0.84 0.75 Solids Concentration (mg/L) 30,070 28,080 31,110 29,060 31,150 29,120 31,300 29,240 Total Solids (Dry Ibld 170,400 1 143,000 1 191,400 1 160,000 192,300 1 161,100 1 219,100 1 183,300 Feedstock flow, total solids content, and percent volatile solids shall be measured in accordance with City practice implemented prior to the Contract Date, unless the Biosolids Processing Solution require a change; such change must be approved by the City and the TCEQ. Monthly average flows shall be calculated for calendar months. 3.3.2 Conditions for Performance Relief Due to Non -Compliant Feedstock The Company shall be required to treat all Feedstock regardless of flow or characteristics. 3-2 City of Fort Worth VCWRF Biosolids Management Project The Company shall be entitled to relief through performance credits or additional compensation in accordance with Article VI1, Section 7.4 (upsets and non -compliant Feedstock affecting Company compliance with Performance Guarantees) and Article XVi, Section 16.3 (Uncontrollable Circumstances) of the Service Contract if the Feedstock provided during the Management Period is Non -Compliant Feedstock. Feedstock test results conducted by the City are available upon request. Any additional testing for Non -Compliant feedstock will be the responsibility of the Company. The City may elect to conduct verification testing. 3.3.3 Non -Compliant Residuals Company will be paid based on the dry tons of Feedstock received less the material that is not processed in compliance with the Performance Guarantee, per Section 9.2 and Section 9.7 of the Service Contract. The non -compliant residuals (NCR) will include any residuals that are not beneficially reused as required. This will include: a. dry tons of residuals landfilled. b. dry tons of residuals that are land applied as Class AB (Following Acceptance), beyond the 1,500 dry tons per contract Year of Class AB residuals permitted as part of the contract terms. The quantity of material will be measured using truck scales and will be accounted for on the Company's Monthly Invoice and O&M Report. c. dry tons of residuals pumped back to VCWRF in Return Flow. This will be calculated based on the average daily Return Flow rate and average daily TSS in the Return Flows. TSS will be determined through the use of a new online TSS meter to be installed as part of the Biosolids Processing Solution. Company shall verify accuracy of online TSS measurements and TSS meter calibration as recommended by the equipment manufacturer's O&M Manual. For instances when the TSS meter is not available grab samples will be collected at least twice per day. Grab samples will be composited and tested according to approved methodology. Split samples will be made available upon request. d. dry tons of residuals removed from the stormwater pond by periodic dredging and sent to the land fill instead of being beneficially reused. Dredged material will be processed according to the requirements detailed in Appendix 10, Section 10.3.9. The quantity of dredged material being sent to the land fill, will be measured using truck scales and will be accounted (credited) for on the Company's monthly Invoice and O&M Report. The foregoing numbered items constitute the Non -Compliant Residuals for purpose of Article IX of the Services Contract. 3.4 Biosolids Processing & Regulatory Guarantee Requirements During all phases of the project the Company shall comply with the processing and regulatory guarantees detailed below. 3-3 City of Fort Worth VCWRF Biosolids Management 3.4.1 Biosolids Processing Guarantee Following start-up and Acceptance, the end -product from the proposed biosolids processing solution must meet Class A standards or Class AB Standards and be beneficially reused as described below (or in any manner approved by the City in its sole discretion). 1. Specifically, the Class A end product must: (a) meet the pollutant concentration requirements, as defined by Title 30 of the Texas Administrative Code (30 TAC) Chapter 312 and the TPDES permit. (b) meet the requirements of Class A biosolids, as defined by 30 TAC Chapter 312, through application of Thermal Drying in a direct drum dryer as the Process to Further Reduce Pathogens (PFRP), as described in 40 Code of Federal Regulations (CFR) Part 503, Appendix B. (c) meet the requirements for Vector Attraction Reduction (VAR), as defined by 30 TAC Chapter 312 and the TPDES permit, for material to be "applied to a lawn, home garden, or is sold or given away in a bag or other container." 2. Specifically the Class AB end product must: (a) meet the pollutant concentration requirements, as defined by Title 30 of the Texas Administrative Code (30 TAC) Chapter 312 and the TPDES permit. (b) meet the requirements of pathogen control through Alternative #4 (enteric virus) of Title 30 of the Texas Administrative Code (30 TAC) Chapter 312 Rule 312.82 and the VWRF TPDES Permit. The Company may use a different alternative for pathogen control but only with prior written approval from the City. (c) meet the requirements for Vector Attraction Reduction (VAR) as defined by 30 TAC Chapter 312.83(b)(6) using pH, and the VCWRF TPDES permit, for material to be land applied. The Company my use a different alternative for VAR but only with prior written approval from the City. (d) Conduct required sampling (and testing) for -fecal coliform or salmonella. The current practice is to sample for fecal coliform,. require by the VCWRF TPDES permit and Title 30 of the Texas Administrative Code (30 TAC) Chapter 312, (e) Meet documentation requirements of Texas Administrative Code (30 TAC) Chapter 312 and VCWRF TPDES Permit. All compliance documentation shall be maintained in accordance with Texas Administrative Code (30 TAC) Chapter 312 and the VCWRF TPDES Permit, and shall be available to the City upon request Prior to Acceptance, the end product shall meet TCEQ requirements for Class AB biosolids as described in Appendix 3, Section 3.4.1(2). Following Acceptance, the Company shall maintain the existing assets for use primarily as an emergency backup system for use if the Thermal Drying system cannot process all of the Feedstock and for limited operation in accordance with Appendix 3, Section 3.3 3-4 City of Fort worth VCWRF Biosolids Management Project Company is responsible for any treatment activities, chemical or otherwise, to improve dewatering and biosolids odor performance as well as eliminating pathogens and controlling mineral buildup within pipes and other equipment. 3.4.2 Biosolids & Air Regulatory Guarantee Company will be responsible for all regulatory activities associated with the blosolids program, including but not limited to sampling, reporting, and record keeping requirements. Coordinate with the City on the submittal of annual reports and other required documents. Perform sampling and maintain records as required in Section 10.3.4 of this Appendix. Attend meetings with federal, state, or local regulatory authorities when requested to provide information on any activities associated with contractual obligations. Proponent shall be adequately prepared for and actively participate in any such meeting to answer questions, address concerns, and resolve regulatory issues associated with the biosolids program. If an air permit is required for the proposed Biosolids processing solution, then the Company will obtain the permit and comply with permit provisions. Once issued, the Company will perform all necessary compliance monitoring, testing and reporting dictated by the permit during the entire length of the construction and operating period. At all times the Company's operations will be in compliance with applicable air rules, regulations and standards from Federal, State and local authorities. The Company shall be required to make the necessary submittals to transfer the name of the permittee to the City prior to the termination of the operations term. 3.5 Biosolids Odor & Complaint Guarantee Requirements The Company shall design, construct, operate and maintain the biosolids facilities, and perform ail land application, storage and transportation in a manner that minimizes the occurrences of offsite odors. At no time shall the Company's activities result in an Odor Incident, as defined by the Texas Commission on Environmental Quality (TCEQ). To this end the Company shall: develop and implement an Odor Control Plan for the project site as well as the transportation, storage and beneficial reuse of biosolids that are land applied. The Odor Control plan must be approved by the City and meet the requirements as described in Appendix 10, Section 10.3.2. receive and respond to odor complaints associated with Company's activities as described in Appendix 10, Section 10.3.18. 3.6 Operational & Maintenance Reliability Guarantee Requirements The Company shall be responsible for managing the operations and maintenance of the Managed Assets during the Term to: maximize the operational efficiency of the Site Assets including the biosolids facilities, ponds and lift stations, while complying with the Return Flow and Biosolids Quality standards operate all equipment and treatment processes in the manner for which they were designed, at all times, unless expressly provided otherwise in the Service Contract operate & maintain the Managed Assets in a manner that preserves the condition and the expected useful life of the Managed Assets and that is consistent with the requirements of the Service Contract. 3-5 City of Fort Worth VCWRF Biosolids Management Project adopt and implement a Maximo asset management system. City shall have, at minimum, read-only access to this system. maintain a state of cleanliness in all aspects of the Company's operations. Managed Assets and vehicles shall be cleaned regularly to maintain a safe working environment and to prevent clutter and unsightly appearances. 3.7 Environmental Guarantee Requirements The Company shall be responsible for managing its operations so as to be considered a good neighbor and environmental steward and will minimize environmental nuisances through compliance with the Environmental Guarantee requirements, as set forth in this document and the Service Contract. This includes proper management for stormwater, noise, vector attraction, dust, tracking of materials onto public roadways and other adverse environmental effects constituting nuisance conditions under Applicable Law or contractual requirements. The City may monitor these parameters at any time during the term of the Service Contract. 3.7.1 Stormwater Stormwater from the project site shall be collected in the two onsite ponds and pumped back to the Village Creek WRF for treatment. This water shall meet the Return Flow Guarantee requirements as described in Section 3.2 of this Appendix. 3.7.2 Noise Construction noise levels shall comply with the limits specified in Appendix 5, Section 5.6.2. If noise exceeds specified levels, the Company will be required to implement additional treatments until noise is reduced to the required level. . Noise levels during operation of the Managed Assets shall comply with the requirements set forth below. If noise exceeds specified levels, the Company will be required to implement additional treatments until noise is reduced to the required level. Total sound emissions from the Project site (including, but not limited to: process equipment, portable engine -driven equipment, delivery and haulage trucks, and maintenance equipment) shall not exceed the permissible sound levels shown in Table 3-3 within Appendix 3, Section 3.7.3 at neighboring properties. Table 3-3. Permissible Sound Pressure Levels at Properties from Facility Operation De-,A6P!.ar Da&r7e (7:00 a.m 0:00 P.M.) 1+i ottlr::e (70:00 P.rn,—T.Ot} a.m) Residential 70 60 Commercial and Mixed -use 80 70 Source: City of Fori Worth Noise Ordinance, May 1, 2012 The Company shall design facilities to control worker noise exposure and to comply with maximum 8-hour 50 percent dose levels for working areas set forth by the federal Occupational Safety and Health Administration, which is an 8-hour time -weighted average of 90 dBA. 3.7.3 Litter The Company shall inspect the Site on a daily basis to remove litter and maintain the Site litter - free. 3-6 City of Fort Worth VCWRF Biosolids Management Project 3.7.4 Transportation Activities All vehicles shall be sufficiently secure so as to prevent any release of material, including dust, or leakage of liquid during transport of residuals. Dust generated from excavation operations, material transport and vehicle traffic shall be controlled at all times. Water sprays or other measures shall be used as necessary, and as allowable by Applicable Law, to control dust. If materials are tracked onto public roadways the Company shall promptly clean and remove the debris from the road. Company will take all necessarysteps to ensure its operations due not cause traffic problems on public roadways or at the Project Site, and all vehicles will be operated in a safe manner and according to Applicable Law. 3.7.5 Vectors The Company shall monitor as necessary and implement all reasonable measures to prevent Vector Attraction at the Managed Assets and the land application sites and utilize management practices to control such Vectors as necessary. 3.7.6 Biosolids Staging, Storage, Reuse „and Disposal Company shall comply with contract provisions and all rules and regulations associated with the staging, storage and beneficial reuse or disposal of Class A biosolids, and Class AB biosolids as applicable prior to Acceptance and under emergency conditions. Company shall develop and implement procedures and management strategies to meet its environmental performance obligations, including but not limited to: ® Develop and implement procedures to comply with Class A and Class AB land application requirements, including setbacks and other provisions. • Develop and implement an Adverse Weather & Alternative Plan as required by the TCEQ. • Receive and respond to non -odor related complaints associated with Company's activities as described in Appendix 10, Section 10.3.18. Develop and implement a Residuals Management Plan as detailed in Appendix 10, Section 10.3.6. 3.7.7 Lift Stations and Pond System Guarantee Requirement The Company shall manage and maintain the on -site ponds and lift station systems to comply with the Return Flow requirements in Appendix 3 Section 3.2. Company is responsible for maintaining the two stormwater ponds at the Dewatering Facility. At the start of the Contract, and at least once per year, the Company will take depth readings to determine the current quantity of solids deposition and resulting water storage capacity in the two stormwater ponds. The Company will perform dredging activities to remove accumulated solids at least once every five years, or more frequently if needed to ensure solids accumulation do not exceed 75% of the available volume for each pond. This requirement can be waived or reinstated upon written notice from the City. In addition, the Company shall maintain an operational log detailing the operational status of the return water pump station. The log will specify times and dates when the system is operational and document any shutdowns. 3-7 City of Fort worth VCWRF Biosolids Management Project 3.7.8 Public Outreach & Environmental Management System (EMS) Guarantee Company shall develop and implement a proactive public outreach program as described in Appendix 10, Section 10.3.19. Furthermore, the Company shall assist the City's efforts maintaining third party certification of the City's biosolids EMS as described in Appendix 10, Section 10.3.20. 3.8 Safety During all phases of the project the Company shall comply with OSHA standards and any other applicable health & safety requirement. Company shall develop and implement a Facility Safety Plan as described in Appendix 10, Section 10.3.11. 3.9 Performance Guarantees If the .Company fails to meet any of the Performance Guarantee requirements identified hereto, except as otherwise excused by the occurrence of an Uncontrollable Circumstance or Non - Compliant Feedstock, the Company shall be subject to Performance Credit in the amount set forth in Table 3-4 within Appendix 3, Section 3.9. In no event shall more than one Performance Credit be assessed for the same occurrence. Company shall achieve Final Completion within 120 days after the Acceptance Date. ME- City of Fort Worth VCWRF Biosolids Management Project Table 3-4. Performance Guarantee Appendix ;section Ran.rComplian-ce Evrnl Parsmewr & Monitoring Period PerfvrmaKe Requlremenf perlormwrrce credit Daily Max Loadings (lblday)Exceedance Levels, 3 See Table 3-1 See Table 3-4a events in 7 days Failure to meet Return Flow Daily Max Loadings (Iblday) Exceedance Levels, Single See Table 3-1 See Table 3Aa 3.2 Guarantee Requirements Day Citys industrial pre- $5001day Any Time - Industrial pretreatment standards treatment standards After Acceptance - Biosolids processing to meet TGEQ 30 TAC Chapter 312; $5001day Class A Via thermal drying as process to further reduce 40 CFR Part 503 (Appendix B) pathogens $5001day After Acceptance - Meet VAR requirements for material See TPDES Permit; to be applied to lawns, home garden, sold or given away 30 TAC Chapter 312 in bag or container Failure to meet Biosolids $5001day 3.4.1 Processing Guarantee Prior to Acceptance - Meet TGEQ requirements for See TPDES Permit Requirements Class A or Class AB biosolids 30 TAC Chapter 312 Maintain Assets as $5001day After Acceptance - Maintain Existing Assets Emergency Backup System Any Time - Treatment activities (including chemicals) to Submit Corrective Action Plan within improve dewatering, odors, pathogens, and control See Appendix 3.4.1 7 days after mineral buildup occurrence Failure to meet Biosolids Any Time _Biosolids Regulatory Requirements See TPDES Permit; 30 TAC Chapter 312 $1,0001occurfence 3.4.2 Regulatory Guarantee Any time -Applicable Air Permit & Regulatory Standards See Appendix 3.4.2 $1,OOO1occurrence Requirements Companys activities $1,000 per shall minimize occurrence Any Time - Biosolids facilities, land application, storage, occurrences of offsite transportation odors; At no time shall Failure to meet Biosolids Odor odors escalate to a 3.5 and Complaint Guarantee TGEQ Odor Incident Requirements $1,OOO per failure Any Time - Receive and Respond to Complaints to notify or Associated with Project Site, Storage Facilities, See Appendix 10.3.18 respond to Transportation & Land Application documented complaint Failure to meet Operational & $1,000 per 3.6 . Maintenance Reliability Any Time See Appendix 3.6 occurrence Guarantee Failure to meet stormwater, $500 per violation, noise, litter, transportation, without duplication vector, biosolids requirements 3.7 (staging, storage, reuse, Any Time See Appendix 3.7 disposal), lift station, ponds; public outreach & EMS Guarantee Requirements 3.8 Failure to meet safety program Any time I See Appendix 10.3.11 $500 per requirements occurrence 3 9 Failure to achieve Final 120 days after Acceptance Date See Appendix 3.9 $1,000 per day Completion W City of Fort Worth VCWRF Biosolids Management P Table 3-4a Performance Credit Parameter Per:wr:nu^ca Credit per Occurrence Carbonaceous 5-day (CBOD5) $1,000 Total suspended solids (TSS) $500 Chemical Oxygen Demand (COD) $1,000 Ammonia (NH3) $3, 000 Total Phosphorous $500 Phosphate (PO4) $750 1. Notwithstandino the values set forth in Table 3-1. it shall not be a violation of the Return Flow Guarantee if during any 14 day period the average mass loading of Ammonia (lb/day) in the return flow, as measured by grab samples taken every 8 hours, does not exceed the average mass loadings of Ammonia (lb/day) received in the Feedstock, as measured by daily grab samples. 2. The same credit value for exceedance is for either the single -day or 3-in-7-day requirements (not both). 3-10 City of Fort Worth VCWRF Biosolids Management Project APPENDIX 4 TECHNICAL SPECIFICATIONS 4.1 Purpose of Appendix This appendix sets forth certain Technical Specifications in accordance with Article X for the Project Design -Build Work including but not limited to codes and standards to be used, functional requirements, design criteria, and material specifications to be met. However, these requirements are not intended to be all inclusive of the design requirements needed to meet the Performance Guarantee requirements set forth in Appendix 3. Nothing in these Technical Specifications shall relieve the Company of its obligations to meet the Performance Guarantee requirements. Exhibit 4-1 within Appendix 4 sets forth drawings and diagrams of the Biosolids Solution and the upgraded Site. Exhibit 4-2 within Appendix 4 contains specifications of the major equipment and systems. 4.2 Overall Objectives and General Requirements The Company shall perform the Design -Build Work such that the upgraded Site is in compliance with the Contract Standards including the requirements of the Texas Commission on Environmental Quality (TCEQ), the TWDB and the following objectives and general requirements: ® If required, complete the TWDB CWSRF Environmental Information Document (EID) for the project, provide required notices and submit draft to the TWDB and required regulatory agencies for comments, hold public hearing, submit final paperwork. Upon issuance of a Finding of No Significant Impact (FONSI), the TWDB will release funds for design and construction. • Schedule and attend meetings with TCEQ and TWDB to go over design review process to be utilized for this project for construction work packages. ® Design and construct the upgraded Site to include all necessary unit processes, process control, monitoring and control, hydraulic components, and redundancy to meet the Performance Guarantee requirements set forth in Appendix 3 for max month conditions. • Design the capability to produce Biosolids onsite that meet the Biosolids Guarantee Requirements. ID Design to maximize available space for future expansion. ID Provide improved odor control using proven technology(ies) and minimize odor -related complaints from adjacent neighborhoods. Design with sufficient redundancy such that the upgraded facility can be efficiently and effectively operated at design flows and with one major equipment or process unit out of service in accordance with TCEQ guidelines as defined in Appendix 6. • Design using an integrated systems approach. Design shall take into account the functional and treatment interrelationships of the new and existing facilities, including SCADA, and shall provide for efficient facility -wide operation during and after construction. Design using materials that are intended to achieve a 50-year physical service life, based on industry standard practices, for major components such as buildings, structures, and pipelines. Design using materials that are intended to achieve a 20-year physical service life, based on industry standard practices, for major mechanical equipment. 4-1 City of Fort Worth VCWRF Bi.osolids Management Project 4.3 Applicable Codes, Standards, Ordinances, Policies and Guidelines Unless otherwise indicated in this or other Appendices, the Company shall perform the Design - Build Work in accordance with the most recent editions of all applicable codes (as amended by the City of Fort Worth), standards, ordinances, policies, and industry standards and guidelines including, but not limited to, the following: • American Association of State Highway and Transportation Officials (AASHTO) • American Concrete Institute (ACI) • American Institute of Architects (AIA) • American Institute of Steel Construction (AISC) • American Iron and Steel Institute (AISI) • American National Standards Institute (ANSI) • American Society of Civil Engineers (ASCE) • American Society of Heating, Refrigeration and Air Conditioning Engineers (ASHRAE) • American Society of Mechanical Engineers (ASME) • American Society for Testing and Materials (ASTM) • American Water Works Association (AWWA) • American Welding Society (AWS) • Americans with Disabilities Act (ADA) • Factory Mutual (FM) • Hydraulic Institute • Illuminating Engineering Society of North America (IESNA) • Instrument Society of America • International Building Code (IBC) • International Energy Conservation Code (IECC) • International Existing Building Code (IEBC) • International Fire Code (IFC) • International Fuel Gas Code (IFGC) • International Mechanical Code (IMC) • International Plumbing Code (IPC) • International Organization for Standardization (ISO) • Institute of Electrical and Electronics Engineers (IEEE) • National Electrical Code (NEC) • National Electrical Manufacturer's Association (NEMA) • National Electrical Testing Association • National Fire Protection Association (NFPA) • Occupational Safety and Health Administration (OSHA) • Precast Concrete Institute • Texas Department of Licensing and Regulations for Architectural Barriers • Underwriters' Laboratories, Inc. (UL) • Uniform Mechanical Code (UMC) • US Building Energy Codes • City of Fort Worth Development Code. [[Table 4-3 Sludge Dryer Safety Design Codes, Standards, and Guidelines at the end of Appendix 4 provides specific requirements for sludge drying process design and operation] 4-2 City of Fort Worth VCWRF Biosolids Management Project 4.4 General Facility Requirements This section summarizes general design requirements for the upgraded facility. 4.4.1 Demolition, Removal, Relocation and/or Replacement of Existing Components In accordance with the requirements of this subsection and Appendix 5, subsection 5.4.6, the Company shall be responsible for demolition, removal, relocation and/or replacement of existing buildings, structures, and equipment as required for construction of the Capital Improvements in accordance with the Company's design. 4.4.2 Return Flows Unless specifically exempted by this contract, the Company shall provide treatment or implement management strategies to ensure compliance with Return Flow Guarantee Requirements. Company shall provide additional lift station capacity and redundancy as needed to ensure reliable pumping of Return Flows to VCWRF. Company shall install a TSS analyzer to accurately assess the solids content of the return flow. The type and model of TSS analyzer shall be mutually agreed upon by the City and the Company. The Company shall install any needed equipment and infrastructure to collect composite or grab samples of the return flow as required by Appendix 3, Section 3.2 and Appendix 7, Section 7.5.5. Any changes to existing infrastructure will need to be mutually agreed upon by the Company and the City. 4.4.3 Solids Stream The Company shall design and construct residuals treatment facilities equipment to meet the Performance Guarantee requirements specified in Appendix 3, Section 3.4 and Applicable Law. Drying and dewatering equipment shall be permanently installed in enclosed, ventilation - controlled and odor controlled buildings. The Company shall provide hydraulic and treatment process calculations in accordance with the timeframes in Exhibit 5-1 within Appendix 5. The City will review the calculations and return one marked -up copy with comments in accordance with the timeframes set forth in Table 9-1 within Appendix 9, subsection 9.2.1. The calculations shall demonstrate that the facility can handle the range of design flows and loads. The Company shall provide all necessary facilities and equipment (including pumping systems) to meet the Contract Standards. Company shall install a TSS analyzer to accurately assess the solids content of the feedstock. The type, model and location of the TSS analyzer shall be mutually agreed upon by the City and the Company, and shall meet the requirements as specified in Appendix 7, Section 7.5.5 4.4.4 Odor Control The Company shall be responsible for installing and operating all odor control equipment associated with the management of residuals at the Site such that odor -causing compounds entering the atmosphere from return flow and solids processing and handling facilities shall be controlled. The Company shall design and implement air exhaust and treatment odor control system(s) and technologies, suitable for expansion, to minimize the release of fugitive odorous emissions from all new odor sources at the Site and as required to meet the Odor Guarantee requirement 4-3 City of Fort worth VC'Ii RF Biosolids Management Project specified in Article Vll, Section 7.2 and Appendix 3, Section 3.5. Acceptance Testing shall be in accordance with Appendix 8. A negative pressure under equipment covers or decks shall be maintained at 0.10 inch water column, not to exceed 0.50 inch of water, on a continuous basis. Ventilation shall be provided at a minimum rate of 12 air changes per hour, or in accordance with National Fire Protection Association (NFPA) 820, for process areas where personnel perform routine operation and maintenance (OW). Any containers used for temporary storage of residuals shall be located in fully -enclosed structures operated under negative pressure with evacuated air routed to an operating odor control system. 4.4.5 Noise Mitigation The Company shall be responsible for designing, installing and implementing all noise mitigation measures required to meet the Environmental Guarantee requirements for noise summarized in Appendix 3, Subsection 3.7.3. This includes noise -attenuating equipment that shall be installed on all portable engine -driven equipment. Such portable engine -driven equipment shall include air compressors, generators, air intakes, pumps and other diesel and gasoline powered equipment. 4.4.6 Geotechnical The Company shall employ a professional geotechnical engineer licensed in the state of Texas to provide recommendations for design and construction of the new facilities. New construction and facility operations shall not damage existing facilities, including the stormwater ponds or other existing infrastructure. [All assumptions made by the Company in the Proposal related to the geotechnical issues will be included here in the final Service Contract.] 4.4.7 Landscaping This section describes Technical Specifications related to landscape preparation, plantings, and tree preservation and protection. Landscaping shall be provided as required to meet conditions of the building permit, and shall be included as part of the building permit submittal. All landscaping and planting shall be in accordance with the Contract Standards, including the applicable land use standards and approvals. (1) Landscape Preparation The Company shall perform all work required for final grading, placing topsoil, seeding, fertilizing, mulching, watering/irrigating, and maintaining all areas on the Site that remain after paving and structures are constructed. All portions of the Site that are not dedicated to buildings, treatment processes, roads or other paved or gravel surfaces shall be covered with drought resistant grass and irrigated (if necessary) in accordance with applicable land use standards and approvals. If an insufficient quantity of acceptable topsoil material is on the Site to landscape the required areas, the Company shall provide the additional required topsoil material from an approved offsite source. Topsoil shall be free of pests, pest larvae, and weeds; free -draining; friable; and shall contain sufficient organic matter and nutrients to support seeding. The Company shall maintain vegetation on the Site to control nuisance growth and make ready for final landscaping in accordance with applicable land use standards and approvals. 4-4 City of Fort Worth. VCWRF Biosolids Management Project (2) Plantings Plantings shall be in accordance with applicable land use standards and approvals as well as cumulatively provide aesthetic value and beneficial habitat for birds or wildlife. Seed as well as mulch shall be fresh, free of pests, and free of noxious weeds. The Company shall be responsible for establishment and growth of plantings during the Term. The Company shall provide trees of the type and in the number required by applicable City policy and codes and applicable land use standards and approvals. No trees can be placed on or inside of the levees. The Company is encouraged to provide drought -resistant native plants. (3) Tree Preservation and Protection The Company shall comply with the City's tree preservation and protection policies and codes as summarized in Appendix 6, Section 6.4.2. 4.4.8 Civil Site Work The upgraded facility design for new and modified facilities shall be compatible with the design flows and treatment requirements as specified in Appendix 3 and the constraints of the Site. In addition, the facility shall be designed to accommodate future expansion on the existing site. Accordingly, the Company shall design the Site in compliance with Contract Standards to meet the following general civil site work objectives and design criteria: ® The Company shall locate and design facility structures to balance cut -and -fill to the maximum extent feasible. The Company is encouraged to use suitable excess excavated material within the Site. ® The facility shall be designed and constructed in a manner that is both environmentally compatible with the Site -and environmentally sustainable. • The facility shall be designed in a manner to provide for easy and efficient operation, maintenance, and monitoring, and to optimize the collection, storage, and use of operating data. ® The facility shall be arranged on the Site to provide for efficient and safe access into and throughout the Site, including compliance with fire and safety vehicle requirements. The Company shall cluster individual buildings and facilities to the extent practicable. e Equipment selection, building design, landscaping, and other facility elements shall be selected to minimize the frequency of maintenance while presenting a well -kept and pleasing appearance. Q The design shall maximize the available space for future expansion. (1) Specific Civil Site Design Criteria Specific design criteria for the civil site work at the Site are as follows, - Arrange the Site layout so that facilities follow a development pattern that allows for future expansion and consideration of Site constraints such as Site access, product storage, truck traffic for hauling of biosolids products and deliveries, and location of existing on -site storage, pond, and lift station facilities. 4-5 City of Fort Worth VCWRF Biosolids Management Project • Provide open space for future facility expansion and locate such that construction of future facilities at the facility shall not impact ongoing operations. • Maintain minimum setbacks required by zoning classification as described in Appendix 6, Section 6.4.2. • Provide operator access to all equipment (walk-up access to all equipment; provide cart access to all equipment greater than 100 pounds). • Provide access for tote and other deliveries. a Provide adequate operator restroom and shower facilities. Maintain vehicular maintenance access to all facilities and equipment (boom truck/flat bed/tractor truck, solids hauling, and chemical deliveries). • Contain and treat all surface runoff within the developed Site including areas that may contain spills from treatment processes, and runoff from all access driveways serving the Site in accordance with Contract Standards. Surface runoff from the Site shall be directed to the on -site stormwater pond system. • Provide or maintain space (not necessarily dedicated), including desks, meeting areas, computers, etc. as needed, for all administration staff on the Site. • Maintain adequate area for lab activities as needed to meet all Contractual, operational, and regulatory requirements of the facility. (2) Roads, Sidewalks, Parking, and Traffic Circulation The Company shall design, construct, and maintain the Site road system to meet the following objectives: • Adequate onsite roadways, parking, and maneuvering areas shall efficiently and safely provide for anticipated traffic levels including facility staff, visitors, standard trucks (H- 20), tractor trucks, and semi -trailers used for chemical and other deliveries, residuals hauling, and for emergency and rescue vehicles, including firefighting and rescue equipment. • Circulation patterns and onsite roadways shall be established in a manner that minimizes the interaction of commercial vehicles with staff and visitor vehicles. • Paved onsite walkways and sidewalks shall be Located to facilitate routine foot traffic between unit processes and around those units where wash -down or offer operations shall be conducted from the ground level. • Parking for visitors shall be clearly marked and located to provide easy access to administrative facilities. A minimum number of visitor parking spaces shall be provided as required in City design standards, including handicapped accessible stalls in the administrative office area. • A minimum number of facility staff parking spaces shall be provided as required in City design standards, including handicapped accessible stalls. • Site design shall be ADA compliant in the Administrative Office areas. Processing facilities shall be designated as Industrial areas. Contractor shall be responsible for compliance with ADA requirements as part of the Building Permit process, to include TDLR notice and review. • Construction and operations traffic shall be considered during design. The overall approach shall consolidate construction traffic to minimize Site and surrounding neighborhood impacts, and ensure efficiencies in deliveries and pickups, and employee and visitor traffic before, during and after the Design -Build Period. • Ingress and egress locations to the Site shall be designed with adequate sight distances and turning radii to allow for control and safety of all turning movements. M City of Fort Worth VCWRF Biosolids management Project The roadway width, radii of curvature, sight distances, grades, and vertical curves of onsite roadways shall, at a minimum, conform to City and the American Association of State Highway and Transportation Officials (AASHTO) requirements. Onsite roadways and pavement design shall be in accordance with City requirements for residential street design and any additional recommendations by the geotechnical design engineer. Sub -base and pavement design shall be appropriate for the type and level of use, especially with respect to use by heavy trucks and soil conditions. Prior to placement of any pavement materials, the sub -base shall be adequately prepared and stabilized. Maintain adequate space and site access for ongoing Fort Worth Police Department training in the Peak Flow Basin area. Signage, constructed to City design standards, shall clearly direct visitors to the administrative facilities and delivery trucks to the chemical/delivery and storage areas. All buildings shall be clearly identified with individual numbers and/or letters per the fire code. (3) Fencing The City will be responsible for maintenance of the existing overall perimeter fence around the City -owned property, while the contractor shall be responsible for any internal fencing and for security within the designated Site as described in Appendix 1 Section 1.2. Contractor shall install additional fencing improvements and access gates as needed to maintain security on the Site, and in accordance with TCEQ requirements. City should have the ability to unlock any gates installed by Contractor. New fencing shall be a 6-foot-high chain -link fence with barbed wire or 8-foot high chain link fence designed in accordance with applicable land use standards and approvals including TCEQ requirements. The fence shall be designed and installed to prevent trespass by animals, but shall not cause danger to the animals. Additional features of the proposed fencing are described below related to security measures on the Site and in Appendix 4, Section 4.4.14 related to SCADA. (4) Stormwater Management and Erosion Control The Company shall design, construct, manage and maintain all drainage systems necessary to accommodate drainage from all areas serving the Site during the Management Period. The site has no stormwater outfall; all stormwater must be conveyed to the on -site stormwater pond system, and pumped to the VCWRF as Return Flow. The Company shall prepare a draft and final Stormwater Management Plan for the Site that shall comply with the City's policies and regulations as required in Exhibit 5-1 within Appendix 5. The City will review the Stormwater Management Plan and return one marked -up copy with comments in accordance with the timeframes set forth in Table 9-1 within Appendix 9, Section 9.2.1. The plan shall address surface and roof drainage as well as the quality and quantity of storm runoff. The Stormwater Management Plan shall follow the minimum design criteria as set forth in the City's stormwater guidelines. Existing stormwater facilities may be modified to address the new facility layout and design. 4-7 City of Fort Worth VCWRF Biosolids Management Project Additional stormwater permitting requirements are described in Appendix 6. (5) Lighting Control Facility lighting shall be designed in accordance with Occupational Safety and Health Administration (OSHA) requirements and shall minimize offsite impacts, yet provide a safe working environment for the staff. Photo -electrically controlled, low-level (intensity), low -glare exterior lighting meeting Illuminating Engineering Society of North America foot candle level requirements as stated in the Recommended Practice Manual shall be provided at the Site, where existing lighting does not meet the requirements in the Recommended Practice Manual. This may include the Site entrance, along all walkways where routine maintenance will be required, and along roadways, parking areas, and sidewalks to enhance security and allow for safe movement in the dark. Switch -controlled task lighting shall be provided where it is not currently adequate in the immediate vicinity of unit processes and other areas that may require maintenance and operation at night. All lighting shall be in accordance with the City Code as described further in Appendix 6, Section 6.4.2. (6) Security Contractor shall be responsible for security of the site to protect existing and new assets, and in compliance with City and TCEQ requirements. This shall include the aforementioned perimeter fencing and other facilities as required. All exterior gates shall be lockable at all times, and City shall have the ability to unlock including utility staff, the fire department and other emergency response agencies whose jurisdiction includes the Site. (7) Cathodic Protection All buried steel components shall be protected from corrosion by cathodic protection, unless the Company provides documentation that the protection is not required at a specific location. (8) Utility Requirements This section describes minimum utility requirements, including non -potable, potable, irrigation, and fire water; natural gas; and other support services. Contractor shall also provide for metering of all utilities as needed, and for logging utility usage. City shall have access to meters and resulting data. (a) Non -Potable Water The facility is currently served by a 16" reclaimed water line. After the reclaimed water meter, a 10" reclaimed line serves the current dewatering facility and a 6" reclaimed water line extends to peak flow management facilities. The facility is also served by a 12" plant service water line that is metered. The maximum allowable service water usage rate is 1,000 gpm, and the maximum allowable reclaimed water usage rate shall be 1,000 gpm. The Company shall upgrade assets as needed to provide non -potable water service to its operations. The City shall ensure that one non - potable water system is made available to the Company at all times. Furthermore the City will provide advance notice of any planned shutdown of a non -potable water system. Flow rate and totalized flow shall be measured and recorded, and all data shall be available to City. 4-8 City'of Fort Worth VCWRF Biosolids Management Project (b) Potable Water The Company shall upgrade potable water systems on the Site as needed; a 2" potable water line currently serves the Site, and is metered. Potable water shall be provided for administrative and laboratory functions (e.g., sinks, showers, laboratory, water fountains, emergency eyewash, and toilets), and as required for process areas. A backflow preventer shall be installed in any location where potable water discharges to a non -potable system in accordance with plumbing code. Backflow prevention and system design and construction shall conform to City standards. Flow rate and totalized flow shall be measured and recorded, and all data shall be made available to City. (e) Irrigation Water Onsite reclaimed water may be used for irrigation of landscaping and grass -covered areas. The supply pressure shall be coordinated with the landscaping requirements. (d) Fire Water The Company shall upgrade the fire water system as needed to meet the needs of the facility and to meet the requirements of local Fire and Rescue. The fire protection system shall be separate from the other water supply systems, shall be fed directly from potable water mains around the Site, and shall include backflow prevention and detection. Facility access for firefighting and the number and location of fire hydrants shall comply with local Fire and Rescue requirements. (e) Fire Protection The Company shall provide all necessary interior fire suppression systems, hydrants, backflow prevention and detection, and mains to serve the upgraded facility as required by the local Fire Marshall. The Company shall relocate any existing hydrants as necessitated by the Design -Build Work. Fire extinguishers rated for A-, B-, and C-type fires shall be located in all buildings. Fire suppression systems for hazardous areas, such as chemical storage rooms, shall be provided in accordance with IBC. (f) Natural Gas Though the existing dewatering site is not presently served with natural gas service, a 10-inch diameter steel Atmos natural gas line is located along Greenbelt Road. The Company is responsible for coordination with Atmos for natural gas service. The City will be responsible for payment of the one-time Atmos tap and meter fee for the costs to extend service up to the property line, while the Company will be responsible for the costs of design and construction infrastructure within the site to distribute natural gas to required equipment. Company will be responsible for securing a commodity contract for service, preferably through a bid process. If during the course of the contract, the City finds a provider that can provide natural gas at a lower cost than the current provider, the Company will be obligated to use the City's identified vendor. Should the City's own commodity contract for service provide natural gas at a lower cost than the current provider, the City can elect to arrange to have the commodity contract account name transferred from the Company to the City in order to obtain the lower commodity 4-9 City of Fort Worth VCWRF Biosolids Management Project price. However, City. will be responsible for transition costs to switch service, to include infrastructure costs within the site that may be necessary should the meter location change. (g) Power There are two Oncor power feeds to the site, one providing service to the belt filter press facility via a 300 KVA pad mounted transformer, and one providing service to the peak flow basin. The Company shall be responsible for coordinating with Oncor to provide adequate power for the proposed equipment. The City will be responsible for payment of a one-time service agreement with Oncor for expanded service to the site (if necessary), while the Company will be responsible for the costs to design and construct power distribution infrastructure within the site property. Company will be responsible for securing a commodity contract for service, preferably through a bid process. If during the course of the contract, the City finds a provider that can provide power at a lower cost than the current provider, the Company will be obligated to use the City's identified vendor. Should the City's own commodity contract for service provide power at a lower cost than the current provider, the City can elect to arrange to have the commodity contract account name transferred from the Company to the City in order to obtain the lower commodity price. However, City will be responsible for transition costs to switch service, to include infrastructure costs within the site that may be necessary should the meter location change. (h) Other Support Services The Company shall be responsible for coordinating cable (internet service) and telephone services with the respective utility companies and connecting the upgraded facility to these systems, both of which are currently available at the Site. Provide cell phone repeater(s), as required, so that cell phone reception is available in all buildings. (i) Future Biogas Supply The Company shall be responsible for designing and constructing the Facility to allow for future Biogas Supply, specifically to include within the thermal dryer building a biogas manifold and dual fuel burner. The City will be responsible for final design and installation of the future Biogas Supply up to a point within 10 feet of the thermal dryer building at the Facility. The Company will identify on site/civil design plans a future Biogas Supply line to the Site boundary. (9) Storage Pad The Project Site includes an existing storage pad constructed from 6 inches of compacted Class 2 road base. The Company shall construct an additional 2-acre storage pad adjacent to the current pad as indicated in Appendix 1, Figure 1-1. The new pad shall be constructed of compacted Class 2 road base upon geotextile fabric and shall be graded to promote storm water runoff towards the adjacent pond. The size and location of this pad may be altered if it conflicts with the Company's proposed biosolids solution, but only with prior approval from the City. 4-10 City of Fort Worth VCWRF Biosolids Management Project 4.4.9 Structural This section describes Technical Specifications related to structural elements. (1) Structural Design All structural design work shall be prepared under the direct supervision of a professional engineer licensed in the state of Texas. The Company shall design all new facility construction for a service life of not less than 50 years in accordance with the most current applicable codes and standards. (2) Existing Structures Existing structures modified as part of the Company's work shall comply with the Codes noted in Section 4.3 as amended by the City of Fort Worth. Rehabilitation shall address foundation conditions for existing structures as well. (3) New Structures The structural design of new structures shall conform to the most current version of the Codes noted in Section 4.3 as amended by the City of Fort Worth that are in effect when applying for the building permit required to perform the Design -Build Work. The Company shall also meet the requirements of generally accepted specialized codes or standards as identified herein that apply to the design of the given structural component. New structures shall be designed to facilitate efficient removal and/or replacement of process equipment (e.g., ceiling apertures) and hoists. (4) Concrete Concrete water -containing structures shall be designed to meet the requirements of the latest edition of American Concrete Institute (ACE) 350 — Code Requirements for Environmental Engineering of Concrete Structures. The appropriate American Water Works Association (AWWA) design standards shall be used for design of water -containing structures, conveyance pipes, conduits, and free standing tanks. Unless specifically stated otherwise, all structures, buildings, building -like structures, other structures, basins, tanks, and their interconnecting systems shall meet the requirements of Occupancy Risk Category III, per the latest International Building Code. Watertightness, durability, and serviceability criteria shall govern the concrete mix design, the structural design, the quantity of reinforcement, the joint placement, and the detailing for concrete water holding structures. The minimum serviceability requirements include crack control and durability. Crack control shall be adequate to prevent leakage out of water containing structures or into dry structures. The durability of the concrete structure shall be adequate to: resist freeze - thaw cycles; resist abrasion from moving equipment and fluids; resist penetration into the concrete by chemicals and corrosion, including chlorine solutions; protect the reinforcement from water, corrosion, chemical and atmospheric attack; and maintain appearance. Watertightness shall be defined and tested per the latest addition of ACI 350. Adjacent basins shall be able to be drained individually for maintenance purposes. 4-11 City of Fort Worth VCWRF Biosolids Management Project The concrete mix design shall meet serviceability and durability criteria and achieve strength requirements. Structural concrete mix design for water bearing structures shall meet the following minimum standard: a minimum 28-day compressive strength (f'c) of 4,500 psi; a maximum water to cementitious material ratio of 0.40; and supplementary cementitious materials used as a percent of weight of total cementitious materials in mix design shall be limited to 25 percent maximum. Structural concrete for all other structures shall meet the following minimum standard: a minimum compressive strength of 4,000 psi; and maximum water to cementitious material ratio of 0.45. (5) Masonry Masonry shall be designed in accordance with ACI 530. All masonry structures shall be of reinforced and solid grouted construction. Masonry shall not be used for the below grade support of soil loads or in earth retaining structures. (6) Metals Metals exposed to weather or in corrosive environments shall be type 316 stainless steel, or 6061- T6 aluminum. Hot -dipped galvanized steel shall be provided for structural steel and in all other applications. All stainless steel bolts shall be ASTM F593 or better. 4.4.10 Architectural This section describes the design and construction considerations related to architecture, including aesthetic qualities and in accordance with applicable land use standards and approvals. All building designs shall meet all requirements of the City as described further in Appendix 6, subsection 6.4.2. The design shall also meet City and TWDB requirements for signage. The Company shall develop and deliver a consistent architectural theme that is reflective of the permanent nature of the municipal services being provided, and provides durable, industrial finishes. The architectural aesthetics of the facility shall be complementary to the functional needs of biosolids or filtrate/centrate treatment (e.g., the covering of treatment process areas as required to meet the Odor Guarantee requirement and integration of treated air stacks). Exhibit 4-1 within Appendix 4 includes the Company's preliminary architectural rendering(s) that illustrates the architectural approach. 4.4.11 Building Service: HVAC System The Company shall design heating and ventilating systems in accordance with American Society of Heating, Refrigeration and Air Conditioning Engineers (ASHRAE) and other design standards, including NFPA, where applicable, and in compliance with applicable provisions of regulatory agencies. The Company shall provide adequate air conditioning and ventilation in offices and other normally occupied areas as necessary to provide adequate temperature control and air quality in compliance with ASHRAE Standards 55 and 62. Equipment shall be provided such that occupied spaces can be mechanically cooled during summer months so that a maximum temperature of 720F and a relative humidity of 59 percent can be maintained in offices, laboratories, electrical rooms, and computer rooms. The Company shall provide separate air systems for the sludge handling rooms so that any returns are not mixed with the flows to the clean rooms. Laboratory and electrical and computer rooms shall have dedicated systems. 4-12 City of Fort Worth VCWRF Biosolids Manaqement Other features of the HVAC systems shall include the following: • HVAC components must have adequate corrosion protection, included but not limited to protective coatings on radiator/copper tubing. • Flexible ductwork shall be limited to no more than 6 feet for final connection to ceiling diffusers. • Ducted, return air systems shall be provided instead of ceiling plenum return air systems. • HVAC equipment, ductwork, supports, and air distribution devices serving corrosive areas shall be provided with protective coatings and/or constructed from corrosion -resistant materials. • Outside air ventilation shall be provided for process areas and non -occupied areas. 4.4.12 Mechanical The Company shall provide all equipment and appurtenances to provide complete and fully functional systems and meet the requirements of all reference standards, particularly Uniform Mechanical Code (UMC). The Company shall provide the number and capacity of all equipment to ensure sufficient redundancy and continued operations. To the maximum extent practical, similar pieces of equipment, including but not limited to pumps, mechanical dewatering equipment, valves, and gates, shall be furnished by the same manufacturer to maintain uniformity. (1) General The design and construction of the Improvements shall incorporate the equipment and piping system layout guidelines as follows: • Provide access to equipment components in accordance with applicable codes and safety requirements and recognized industry standards of good practice. The minimum clear space around equipment shall also allow the equipment to be completely removed without dismantling adjacent equipment. • Provide access for removal of pumps and other equipment for maintenance purposes. • Allow ample space for access to and removal of valve and gate operators. Provide adequate clearance for rising stem valves and gates in all positions. Generally lay out electrical conduits and piping so that they can be supported easily and provide for an easily expanded facility. • Provide labels (including material and direction of flow, as applicable) for all equipment and piping using the VCWRF standard. • Leave adequate clearance at pipe flanges to facilitate disassembly of piping and provide for an easily expanded facility. • Provide flexible connections for easily assembling and disassembling piping and for connections to equipment. Ensure that adequate thrust restraint is provided on pipe systems including at each flexible coupling. 4-13 City of Fort Worth VCWRF Riosolids Management Project • Provide washdown drains and secondary drains for proper maintenance of equipment and buildings. • Provide adequate space, pipe stubs, conduit runs, and other features for installing future equipment for future expansions. • Arrange equipment and piping to prevent tripping hazards. • Locate all equipment and associated panels and cabinets on reinforced concrete equipment bases, which shall be a minimum 6 inches high and extend 3 inches outside the equipment, panels, or cabinets, except for electrical cabinets where a shorter base is necessary to avoid interference above the cabinet. • Provide stairs, catwalks, platforms, hatches and cranes for maintenance and operational accessing and removing equipment and for operation of valves. Generally, ladders shall not be used for this purpose where frequent access is required. These components shall be constructed of fiberglass or aluminum meet the requirements for metals noted in Section 4.4.9(6). • Provide hoists, monorails, or cranes where necessary for disassembling or removing major pieces of equipment, and where the use of appropriately sized and configured mobile lifting equipment is not possible or practical. Where cranes are required to remove equipment, provide adequate space for boom truck and crane access. • Provide lifting eyes for equipment weighing 100 pounds or more, where applicable. • Locate washdown drains and secondary drains for proper maintenance of equipment and buildings. • Minimize the number of confined spaces. • Water lines or ductwork shall not be run over electrical rooms or electrical equipment. • Use 316 stainless steel for anchor bolts, fasteners, and supports. (2) Piping and Valves Provide piping and valves that meet all applicable codes. Piping and valves design shall meet the following guidelines: • all piping with unbalanced thrust forces shall be mechanically restrained • have a minimum expected service life of 50 years (excluding nonmetallic pipes and valves) • shall be constructed of materials that are compatible with the fluid transported within the pipe and for the environment in which the pipe is installed 4-14 City of Fort Worth VCWRF Biosolids Management Project ® provide isolation of each treatment unit, process train, and piece of equipment, such that maintenance activities can be accomplished while other units remain operable. (3) Pumps The Company shall provide all pumps necessary to convey flows including ancillary systems. All pumping systems shall be designed to meet the design flow requirements with at least one pump not in service. Pumps shall be selected for optimum efficiency in the range of flows most frequently expected and shall be capable of operating over the full ranges required to meet Performance Guarantee requirements. Pumps. shall be designed and installed in accordance with the criteria described below- ® Pumps shall be heavy duty selected for long and trouble free service. Pumps shall be removable for -inspection or service requiring no bolts, nuts, or other fastenings to be disconnected or need for personnel to enter the tank or wetwell. Motors shall be sized to operate within their nameplate horsepower ratings under all conditions of operation and provide a 1.15 service factor. Utilize premium efficiency motors. ® Motors shall be suitable for continuous operation in a 50°C ambient temperature. (4) Sludge Conveyors Contractor shall provide sludge conveyors as needed for sludge material that is not pumped. Conveyors shall be designed to convey the design quantity of material without spills and with adequate odor control to comply with Odor Guarantee Requirements..Sludge conveyors must be constructed of material suitable for the corrosive nature of wastewater sludge, and compatible with any other process additives in the material being conveyed. Design -build work shall include provisions to accommodate conveyor system failures to minimize operational disruptions. These may include backup conveyors, parts and provisions for belt repairs/replacement, etc. (5) Dried Product Storage and Loadout Contractor shall provide storage silos and loadout facilities for dried product. Storage volume shall, at a minimum, be equivalent to 15 days' worth of product during Max Month conditions. Storage and loadout facilities shall be designed to resist corrosion, and shall have adequate odor control and safety systems to prevent combustion. 4.4.13 Electrical In general, new electrical systems shall use standard manufactured materials, software application packages and equipment normally used in industrial facilities. New materials and equipment shall withstand the corrosive and hazardous conditions associated with wastewater treatment plants and biosolids processing. (1) Electrical Design 4-15 City of Fort Worth VCWRF Biosolids Management Project The electrical systems shall be designed in strict compliance with local building code requirements and portions of the codes and standards applicable at the time of permit approval for construction. Provide required environmental control to assure that all electric equipment operates within manufacturers design parameters. The electrical systems, in general, shall be heavy-duty industrial type with design emphasis placed on safety, reliability, maintainability, and economics. The Company shall develop a computer model of the electrical system in which Load Flow, Short Circuit, Protective Relay and Arc Flash Studies shall be performed, and the electrical system shall be designed and constructed in accordance with the studies. (2) Electric Power Service (a) Existing Service Electric power service is delivered by the local electric utility. (b) Upgraded Service and Distribution The existing utility service, standby generation system, and power distribution shall be upgraded as needed to serve the proposed Biosolids Processing Solution. Larger or additional utility transformer(s) shall be pad -mounted on the Site in an inconspicuous area. (c) New Power Distribution Service to Motor Control Centers (MCCs). The internal power distribution system shall be designed such that no single fault or loss of a power source will result in extended disruption of electrical service to more than one motor control center associated with the essential components requiring backup power. Division of Loads at MCCs. Essential process and safety loads of the same type serving the same function shall be divided as equally as possible between at least two motor control centers connected to both normal and standby power sources. Nonessential loads shall be connected to the normal utility power source only. (3) Standby Power A backup power supply system shall be provided to power critical processes in the event of an outage of normal utility power. Standby power shall be provided by engine -generator set(s) located at the Site. It shall be connected through automatic transfer switch(es) to power all essential facility loads including a lighting and ventilation level adequate for staff safety and convenience. The generator(s) shall automatically provide power'during utility outages and shall operate at full load for a period of 24 hours without refueling. (a) Reliability Criteria Biosolids storage tanks provide some level of redundancy in the event of a power outage. The Company will need to evaluate the regulatory requirements related to backup power, reliability and redundancy as part of their design. Backup power for lighting, ventilation, storage tank mixing SCADA alarms and control may be required in order to meet regulatory requirements and building 4-16 City of Fort Worth VCWRF Biosolids Management codes. Essential loads as defined by regulatory requirements along with critical facility lighting and ventilation equipment shall be identified by the Project Company as part of the Design Plan, along with backup power provisions and submitted as required in Schedule 3, Part 2. (b) Existing Standby Power The existing on -site generator is not functional. A 600 kW City -owned mobile diesel generator is currently utilized to provide backup power to the existing facility. However, the Company shall assume that the mobile generator is NOT available to power the Site. The mobile generator utilizes the breaker and kirk key at the location where the on -site generator is located. (c) New Standby Power To facilitate economy in equipment sizing and operating costs, consideration should be given to segregating the new electrical system into essential and non -essential loads such that standby power could be provided for the essential loads only as allowed by TCEQ. An evaluation shall be conducted during the early stages of detailed design to define which existing and new electrical loads are essential, and to determine the minimum capacity of the standby generation system required to supply these loads. The current physical condition of the existing standby engine - generator shall also be examined during this evaluation to determine if it can be repaired or must be replaced. (4) Electrical Construction Materials (a) Conduit All exposed electrical conduit shall be rigid aluminum, minimum size'/". Indoor exposed circuits in non- corrosive areas shall run in metal conduits. Underground conduit shall be Schedule 40 PVC. Conduit that turns up out of the earth to exposed atmosphere shall be aluminum rigid PVC coated Plasta-Band conduit. All supports, straps, and hardware shall be stainless steel or aluminum. All tubing shall be minimum 3/8" stainless steel. Underground duct banks shall receive a red dyed concrete cap for identification and protection. Class and voltage of contained circuits shall be installed in conduits in the following manner: 480-volt power conductors between inverter drives and motors shall be routed in separate metallic raceways to isolate harmonics and high frequency noise. ® 480-volt power conductors between MCCs and motors shall be routed in separate raceways dedicated to the load equipment served. 480-volt power conductors for large feeder circuits shall be routed in separate raceways. Other 480-volt power conductors for feeders and branch circuits may be run in common raceways with cable sizes compatible for pulling. a 120-volt branch circuits for power and lighting may be run in common raceways with cable sizes compatible for pulling. 4-17 City of Fort Worth VCWRF Biosolids Management Project go Control and signal conductors between inverter drives or MCCs and motors shall be run in separate raceways dedicated to the load served. Other control and signal conductors may be run in common raceways segregated by voltage level of control and signals with cable sizes compatible for pulling. O Analog signal conductors shall be run in separate raceways. 6 Telephone and communications conductors shall be run in separate raceways. 0 Data highway cables shall be run in separate raceways. • Conduits between structures on the Site shall be routed underground organized in concrete -encased duct banks. Steel reinforcing shall be installed in the concrete to minimize damage from, vehicular traffic, settling, or future excavations. (b) Enclosures Outside electrical enclosures, at minimum, shall be NEMA 3R (stainless steel). Inside electrical enclosures in corrosive environments shall be NEMA 4X. Inside electrical enclosures in non- corrosive environments that are well ventilated can be at least NEMA Type 1, coated steel. Provide electrical enclosures according to Table 4-1: Table 4-1. Enclosure Requirements Location Finish Environment NEMA 250 Type Indoor Finished Dry 1 Indoor Unfinished Dry 1 Indoor Unfinished Industrial Use 12 Indoor and Outdoor Any Wet 4 Indoor and Outdoor Any Denoted VP" 3R Stainless Steel Indoor and Outdoor Any Wet and Corrosive 4X 316 Stainless Steel Indoor and Outdoor Any Wet, Dust or Oil 13 Indoor and Outdoor Any Hazardous Gas 7 Indoor and Outdoor Any Hazardous Dust 9 (c) Power and Control Wire Tinned coated copper conductors shall be used exclusively. Insulation shall be ethylene - propylene rubber (EPR) and/or cross -linked polyethylene (XHHW-2), the best available industrial grade wiring types for longevity and severe duty usage. (d) Analog Instrument Signal Cable Signal cable shall be twisted shielded pairs or triads of #16 AWG 7-strand copper wire with 600- volt PVC insulation, 100 percent aluminum-Mylar tape shield, #18 AWG tinned copper drain wire with an overall PVC outer jacket. (e) Data Highway Cables 4-18 City of Fort Worth VCWRF Biosolids Management Project Data highway cables shall be of two types: intra facility data highway cables shall be 1000Base-t Ethernet cables for use within control panels and office areas, and inter facility data highway cables shall be 1000Base-x optical fiber cables for use as trunk cables between control panels in process areas and buildings. (5) Motor Controls New MCCs shall be provided for all motor controls and starters except as listed below. Motor control centers shall be 90 inches high, 20-inch-wide by 20-inch-deep sections, front accessible only, tin-plated copper bus, with NEMA IIB wiring. Variable frequency drives rated 75 horsepower and smaller shall be packaged within standard MCC sections. Variable frequency drives rated larger than 75 horsepower shall be packaged within individual enclosures. (6) Grounding A ground grid shall be established at all new structures by driving ground rods and interconnecting them with buried copper cables. Any available metal cold water piping, slab reinforcing steel and building structural steel shall be bonded together as part of this grid. Each new duct bank shall contain a bare copper cable routed along the bottom and connected at both ends to existing grids. The new ground grid shall be solidly bonded to the existing grounding system to integrate and improve grounding Site -wide. Ground grid connections to ground rods shall be accessible within monument case vaults with traffic rated covers in at least two places at each building or structure. Sensitive electronic control, instrumentation, and communications systems shall be equipped with an adequate grounding system. In addition to good wiring practices, such as shielding, conduit and cable routing, and voltage separation, proper grounding shall be implemented to minimize interference. All grounding shall be provided in accordance with the National Electric Code (NEC), Article 250. (7) Lighting Lighting fixtures shall use quality components and shall be selected for highest efficiency and minimum maintenance. Fixtures shall be LED -type, suitable for the environment in which they are installed, with gasketedlsealed wiring compartment to isolate from the environment. Outdoor fixture housings and hardware shall be non -corrosive such as fiberglass resin or stainless steel. Shielding lenses shall be tempered glass or impact -resistant acrylic plastic. Care shall be taken to minimize the unwanted effects of outdoor lighting illuminating areas beyond the boundaries of the Site. Minimum illumination levels will be as follows: 4-19 City of Fort Worth VCWRF Biosolids Management Project Table 4-2. Minimum Illumination Levels Area Malnta ^ad fcst can*a {(�} Indoor process areas 20 to 40 fc Outdoor process areas 5 to 10 fc Conference Rooms 50 fc Electrical Rooms 40 fc Outdoor Substation Areas 2 fc Mechanical Equipment Areas 20 to 40 fc Maintenance Areas 60 fc Labs 100 fc Offices 75 fc Restrooms 20 fc Street Lighting 0.1 to 1 fc In the event of a conflict between the City -required illumination levels and those defined in Table 4-1, the ordinance requirements shall prevail. (a) Light Switching Lighting fixtures shall be provided with manual switches; the addition of motion sensor switches is optional. A minimum number of nightiight fixtures will remain on at all times for personnel safety. (b) Emergency Lighting As a minimum, nightlights shall be circuited to be powered from a standby power source for continuous lighting during a utility outage. In other areas, emergency lighting shall be provided in the form of self- contained battery -powered units with sealed -beam floodlights. These batteries shall be maintenance -free with alarm/testing feature. (c) Exterior Lighting Exterior fixtures shall be controlled by photocells with override switches. The photocells shall permit energy savings during daylight hours. The override switches shall permit testing of lamps during daylight hours or additional energy savings by leaving selected lights off at night when not needed. 4.4.14 Instrumentation and Control and SCADA The Company shall provide process instrumentation, controllers, analytical devices, computers, software, data networks, interconnecting media and other necessary equipment and materials for a complete and fully functional Process Automation System (PAS), Information Systems (IS) and SCADA for the Biosolids Processing Solution. The Company shall provide a reliable installation that is secure and robust in design that meets the ongoing process needs of the Site and also serve the reporting and data access needs of the City and facility operations. The PAS shall be the primary process control mechanism consisting of field instrumentation, motor and valve controllers, equipment status and alarm monitoring devices connected to local Process Automation Controllers (PAC) or Programmable Logic Controllers (PLCs). The controllers shall receive input from the operators and field devices executing programmed logic 4-20 City of Fort Worth VCWRF Biosotids Management Project that determines control parameters that are directed to field equipment such as pumps, valves and other process mechanical equipment. Operators shall interface with the control system using SCADA graphic workstation screens and/or local hand controls. The SCADA system shall be the general manager for the accumulated data from the PAS. The SCADA system shall translate and relay operational details and process alarms to remote display locations. The SCADA system shall include local operator interfaces, communications networks, data collection databases and provide automatic report generation tools for the Company, the City, and regulatory agencies. IS shall include computer and server equipment, office programs, engineering programs, financial management systems, asset management systems, laboratory information systems, maintenance management systems, and data historian, remote access and alarm call -out systems that shall derive input and make decisions from the SCADA system database. Reliable operation and security of interconnected electrical, instrumentation and SCADA systems must be provided. To this end, the Company shall provide a design that provides protection from local process control failure and resistance to cyber-attack (vandalism). The design must also include a reliable backup system in case of information loss. The PAC system design shall be of the same type as would be found in similar industrial facilities, and compatible with the VCWRF systems. It shall be based upon a structured networked bus design that permits expansion or improvements that are yet to be determined. Support for inclusion of smart and multi -parameter instrumentation into the system shall be included to provide the ability to include future requirements of control monitoring that may be dictated by TCEQ. The PAC system shall be designed with distributed local control able to maintain critical local operations in the event of individual process control module or communication failure. The Company shall maintain and troubleshoot all IS and SCADA systems included in the Service Contract for the Managed Assets. The Service Contract shall include periodic audits by the City of the systems throughout the Term to ensure they are being properly maintained, the desired data is being archived and all distribution level communication physical channels are secure and fully functional. (1) General Design Criteria The Company shall provide an overall instrumentation and control strategy document outlining the basis of design for the proposed system. The Service Contract anticipates a substantial rework or redesign of the existing process automation system for the Site. All functional units new and existing shall be provided for in a single IS and PAC structure. The Company shall purchase all of the process automation hardware and software required for operating the Managed Asset Sites under the Service Contract. The Company shall register the software in the City's name, hold all software licenses, configured application software configuration, accumulated data and hardware for the City for the Term, and turn over the licenses to the City at the end of the Term. The Company shall maintain all the system hardware and software, and make the determination of when to upgrade to the latest software revision or 4-21 City of Fort Worth VCWRF Biosolids Management Project hardware model during the Term. The Company shall maintain legal, valid and updated licenses for all software used. (2) City Access and Connectivity with Company Systems A PLC is being installed as part of the City's ongoing project to construct a 5 MG biosolids storage tank. This PLC will communicate to the existing SCADA system at VCWRF over radio communications. 1/0 to this PLC includes flow meter, tank levels, valve actuators, air jets, chemical pumps, and chemical tank level status and controls. Company shall make provisions to use this 1/0 as part of the control systems provided by the Company. The Company shall provide the City with secure remote access to the Biosolids Facility SCADA system (access from the Village Creek WRF), all Asset Management data, all facility performance and operating data, and laboratory information. Access should be through direct connection, and not through the internet in order to improve security. The Company shall also provide physical access at the Site for one City staff using an onsite computer to access the data. The provided SCADA system shall be accessible from and compatible with the City's existing SCADA facilities. 110 for the dryer and other facilities shall interface with a local PLC containing an Ethernet module or PLC backplane that can transmit selected data to the City's SCADA system at VCWRF. CLARIFICATION to Paragraph 4.4.14 (2) City Access and Connectivity with Company Systems: The PLC to be provided as part of the Biosolids Storage Tank Project is a Modicon M340, MBXP342020, The SCADA software currently utilized at the VCWRF is Emerson Ovation. The information we receive from the biosolids storage tank project will be limited to flow meter readings, tank levels, discrete alarms, etc., transmitted via a Phoenix radio line. It is not anticipated that the Company will need to provide any communication equipment to move data to the VCWRF beyond the ethernet module referenced in Appendix 4, Section 4.4.14. (3) Control Hierarchy Equipment shall be controlled from either PAC supervised local control panels at the equipment or via the automation system operator interface for all supervised systems in the control room. (4) Local Control Panels Local equipment control panel requirements shall be developed by the Company. The Company shall provide a comprehensive standard for LOCAUREMOTE control functions. The standard shall also include SCADA system interface and monitoring requirements for local controls. (5) Motor Controls All unit controls for MCCs, stand-alone enclosed variable frequency drives and starters, shall be on a networked control bus supervised by the local PAC and displayed on the SCADA system. Panel front operator interface device requirements shall be developed by the Company. (6) Process Automation System The PAS shall operate via a distributed block -type control strategy with process controllers in local areas dedicated by process related groupings. Each process controller and local operator 4-22 City of Fort Worth VCWRP Biosolids Management Project interface shall be provided with backup uninterruptable power supply to maintain online status during power failure transitions to standby power. The Company shall provide, configure, program, operate and maintain the PAS, and communication networks, including radio links, for the entire process during the Term. The Company shall program any new equipment with the existing systems being retained to provide a fully coordinated control and data acquisition system among the Managed Asset Sites, The Company shall program the PAC and SCADA systems to share the required process control data and operating information among the Managed Asset Sites.. Interfaces shall be provided using common process control read/write data tables or process tags. Communication links between all PAC units and SCADA shall be continuously monitored and safe local operating modes initiated whenever a communication failure has occurred. Normal operation modes shall automatically resume when communications have been restored. (7) Safety Interlocks All safety and equipment protection shutdown/lockout interlocks shall be implemented through hardwired connection to the motor control circuit. Interlocking for personnel and equipment safety and equipment protection shall not be done through the automation control system. Interlock logic shall include a hardwired RESET pushbutton function. Acknowledgement may be by hardwired pushbutton or SCADA graphic screen interface. Shutdown/lockout and RESET functions shall be monitored by the local PAS and relayed to SCADA to provide coordinated, automated system operation and network notification in the event of a shutdown occurrence. The Company shall develop a LockoutlTagout procedure and identify the location of equipment safety disconnect switches. (8) General Equipment Monitoring Requirements Equipment status and selected operating modes shall be displayed on the local operator interface graphic display. All alarms shall be annunciated and displayed on the local operator interface graphic display and forwarded to SCADA. Field annunciation panels shall only be used for personnel or operational safety or if they are included in equipment manufacturer's local control panels. (9) SCADA System Architecture The local SCADA system architecture shall utilize a server computer with redundant hard disks or using the latest alternate redundant storage technology with utmost compatibility between the server and the client operator workstation computers. The configuration shall provide supervisory - level monitoring, control and data collection applications via a distributed and scalable architecture. The multiple, redundant storage media in the server computer shall automatically provide hot backup to each other in the event that one fails. Each storage unit shall be able to be replaced under power without impacting server operations (hot swappable). Local alarms requiring operator attention or intervention shall be annunciated locally and reported to the SCADA system. The Company shall develop a response protocol for alarms requiring various levels of outside response, i.e., operational assistance, fire, rescue, haz-mat, police, etc. 4-23 City of Fort Worth VCWRF Biosolids Management Project Such alarms shall be relayed immediately to SCADA. Alarm dispatch and response notification shall be resident within the SCADA system. The SCADA system software shall facilitate the collection and archiving of all process historical trending and reporting data. This data shall be stored in the computerized maintenance management system (CMMS) or other database using industry standard database format and made available to the City for operational trends and reports on a daily, monthly, annual, and on "as requested" basis. All trends, reports and supporting data shall be the property of and be provided to the City for special studies and long term strategic planning. Detailed trend data shall be kept for all analog process measurements. All PAC and local server design shall be OPC (formerly Object Linking and Embedding for Process Control) Unified Architecture compliant as defined by the OPC Foundation. PAS software shall utilize IEC-61131-3, Open Control Standard & Software. (10) Operator Interface Graphics The Company shall develop operator interface screen graphic designs during the system planning process to include all operation parameters, alarms and data recording. 4-24 City of Fort Worth VCWRF Biosolids Management Table 4-3. Sludge Drver Safetv Desian Codes, Standards, and Guidelines NFPA 820 — Standard for Fire Protection in Table 6.2.2(b) defines the default electrical classification for sludge drying as follows: Wastewater Treatment and Collection Facilities (2016) For areas within the dryer equipment (equipment processing combustible particulate solids) and dried sludge storage tanks and for room exposed to combustible particulate solids: Class II (combustible dust hazard), Group G, Division 1 (dust present in quantities sufficient to cause an explosion hazard under normal operating conditions). For areas within 10 ft (3 m) of the dryer equipment and dried sludge storage tanks: Class 11, Group G, Division 2 (dust quantities normally not present in quantities sufficient to cause an explosion hazard except in the event of equipment malfunction). For areas beyond 10 ft (3 m) of the dryer equipment dried sludge storage tanks Unclassified. NFPA 499 — Recommended Practice for the This standard defines classification of combustible dusts (Division Groups E, F and G; and Zone Classification of Combustible Dusts and of Groups IIIA, 1116 and I I IC) and provides diagrams to illustrate electrical classification for various Hazardous (Classified) Locations for classification of dusts. For Group G dust with operating equipment enclosed (applicable to drying Electrical installations in Chemical Process equipment), the electrical classification is the same as that defined in NFPA 820 (described Areas (2017) above). NFPA 652 — Standard on the Fundamentals The standard was introduced (first published) in 2015 and defines the procedures for identifying, of Combustible Dust (2016) evaluating and managing hazards associated with combustible dust. It also describes the requirements for a dust hazards analysis (DHA), which apply to new facilities and retroactively to existing facilities. The owner/operator of new facilities and existing facilities undergoing modifications needs to complete the DHA as part of the project. The ownertoperator of existing facilities not undergoing modifications needs to complete the DHA within 3 years from the effective date of the standard (September 2015). An example of a DHA is included in the appendix of this standard as a reference NFPA 654 — Standard for the Prevention of This standard defines the design basis of process equipment and systems with safety measures to Fire and Dust Explosion from the prevent and mitigate fire and dust explosion hazards. It also provides a performance -based Manufacturing, Processing and Handling of approach for protecting combustible particulate solids processing facilities. This approach enables Combustible Particulate Solids (2017) users to follow the traditional prescriptive method or, for unique situations, gives the option of performance -based design. The 2017 edition of this standard was updated to align with NFPA 652 and contain requirements that are retroactive to existing facilities. This standard requires DHA to be reviewed and updated at feast every 5 years. For existing facilities not undergoing modifications, the ownerloperator needs to complete the DHA within 5 years from the effective date of the standard (June 2016). NFPA 68 — Standard on Explosion This standard defines the requirements for design of and methods for venting of deflagrations. Prevention by Deflagration Venting (2018) NFPA 69 — Standard on Explosion The standard defines systems for explosion prevention and provides a hierarchy of protection Prevention Systems (2014) methods based upon the degree of explosion prevention and includes inerting to prevent explosions, venting to minimize damage due to explosion, deflagration isolation, techniques of deflagration pressure containment, spark detection and extinguishment systems. OSHA Standards Requirements related to combustible dust hazards include, but are not limited to, the following: General Duty Clause in Section (5)(a)(1) of the OSHA Act 29 CFR 1910.22 General requirements, housekeeping 29 CFR 1910,38 Emergency action plans 29 CFR 1910.39 Fire prevention plans 29 CFR 1910.94 Ventilation 29 CFR 1910.119 — Process Safety Management of Highly Hazardous Chemicals — Provides guidance that can be used for critical safety design evaluations, HAZOP processes, recordkeeping, and operational review frequency. 29 CFR 1910.146 Permit Required Confined Space — Provides guidance regarding the safe entrance or work in associated equipment such as silos, dryers, hoppers, recycle bins, etc. 29 CFR 1910.157 Portable fire extinguishers 29 CFR 1910.165 Employee alarm systems 29 CFR 1910.176, Handling materials —general 29 CFR 1910.178 Powered industrial trucks 29 CFR 1910.307 Hazardous (classified) locations 29 CFR 1910.1200 Hazard Communication 4-25 City of Fort Worth VCWRF Siosolids Management Project Exhibit 4-1. Drawings and Diagrams [Reference Company's Request for Proposal Subsection 3.2.1] 4-26 City of Fort Worth VCWRF Biosofids Management Project Exhibit 4-2. Specifications for Major Equipment and Systems [Reference Company's Technical Proposal Submittal Form 41 4-27 City of Fort Worth VCWRF Biosolids Management Project APPENDIX 5 CONSTRUCTION REQUIREMENTS 5.1 Purpose of Appendix This appendix identifies and establishes minimum requirements in accordance with Article X for construction of the Design -Build Work, including verification of site conditions, safety and environmental controls, the Company's responsibilities related to maintenance of the Site operations during construction, mitigation of construction impacts, and restoration of disturbed areas. This appendix also lists the necessary components of the Company's target implementation schedule for the permitting, design, construction, start-up, commissioning, and Acceptance Testing of the Design -Build Work. 6.2 Surveys, Limits of Construction and Signage The Company shall perform all work and services necessary for or incidental to the performance and completion of survey work necessary for construction. This work shall include surveys needed to establish and maintain benchmarks, to establish the limits of construction and to make measurements to verify the location of completed construction. Prior to construction, the Company shall conduct surveys and other activities necessary to define the limits of the construction and lay out the work at the Site. The Company shall adhere to the limits of construction defined as the area inside of the existing Site. The Company shall provide adequate worker training, flagging, staking, and monitoring to ensure that the limits of construction are observed in the field. For any work located outside of City property, the Company shall be responsible for gaining all rights -of -entry, easements, or other approvals necessary from property owners. For work potentially affecting existing easements, the Company shall comply with the requirements of Appendix 6, Sections 6.4.2 and 6.6.2. The Company shall provide the City with copies of all new easements or approvals that the Company has acquired. The Company shall post appropriate signage throughout the Site identifying construction and construction traffic areas including but not limited to the following: • road closures and appropriate detour routes • gate closures and redirection of traffic for incoming visitors and deliveries to the Site internal traffic revisions required to avoid interfering with construction -related activities City staff and visitor parking changes ® any other signage the Company deems necessary to minimize the impacts of construction -related traffic to other activities at the Site. Additional requirements for access, parking, and traffic routing are included in Appendix 5, Section 5.3.2. Additional signage shall include a project sign that identifies the work being done and by whom. The sign shall be 4-by-8-foot multicolored signboard with a "City of Fort Worth" emblem. The 5-1 City of Fort Worth 1/CWRF Biosolids Management Project signboard shall be of adequate size and material for display during the duration of the Work. It should be located in an acceptable manner that will permit public viewing. Details of information to be included on the sign shall be coordinated with the City. The sign shall be painted with a white background and black lettering and the emblem colors shall be as directed by the City. A separate similar sized sign shall be provided that meets TWDj9 requirements. 5.3 Coordination and Management of Construction Work The Company shall coordinate with the City with respect to all construction activities, especially those activities that may affect operations of the Site. At all times during construction, the Company shall provide City staff with access to the Site as needed. The following sections describe the requirements for the Design -Build Work Schedule and the Construction Plan as well as other coordination and activities that will be required during construction. 5.3.1 Design -Build Work Schedule The Company shall prepare a preliminary Design -Build Work Schedule as described in Article X, Section 10.1 and Appendix 9, Section 9 and within this appendix. A copy of the Company's preliminary Design -Build Work Schedule is attached to this appendix as Exhibit 5-1 within Appendix 5. At a minimum, the Company's Design -Build Work Schedule shall include the following milestones: ® Design -Build Notice to Proceed ® Start and completion of the TWDB Environmental Information Document (EID), approval of which is necessary to close on the design and funding components of the CWSRF Loan. • Meeting with TWDB and TCEQ regarding review requirements for release of construction work packages. ® for all Governmental Approvals: submittal date(s) for City review of applications, City review period, application submittal date(s) to permitting agencies, and assumed permit approval and issuance date(s) ® submittal dates for various draft and final plans required prior to Construction Date including: Construction Plan (including all components identified herein), Quality Management Plan, and Safety Plan • submittal dates for various draft and final plans and calculations required during the Design -Build Period in accordance with Appendices 4 and 9 including: Final Design Report, calculations, Stormwater Management Plan, City Planning and Land Development Review Plan, and O&M Plan major design package submittals required under Appendix 9, Section 9.4 and City review periods • anticipated Construction Start Date 5-2 City of Fort Worth VCWRF Biosolids Management Project • major construction milestone completion dates for all facilities and systems as well as start-up dates and dates for completion of equipment commissioning • start-up, operation, commissioning, and functional testing timing and durations for major facility components completed prior to Acceptance Testing • Milestone Dates related to development and submittal of the site air permit • Operation and Maintenance Plan development and completion • staff training • Acceptance Testing (including submittal date for Acceptance Testing Plan in accordance with Article XI, subsection 11.2(A)) • Scheduled Acceptance Date and guaranteed maximum duration from the Design -Build The Design -Build Work Schedule in Exhibit 5-1 within Appendix 5 shall coincide with the major milestones set forth in Exhibit 12-1 within Appendix 12. The Design -Build Work Schedule shall also illustrate available float for all major schedule activities. During the Design -Build Period, the Company shall update the Design -Build Work schedule to track and manage Design -Build Work progress. The Company shall provide an updated schedule to the City as follows: • at least once every month (along with the Company's Monthly Progress Report as described in Appendix 9, Section 9.2.2) with interim updates prepared on a daily and weekly basis for use by the Company's Design -Build Manager • whenever major changes to the Design -Build Work implementation approach are proposed that would affect the Scheduled Acceptance Date (s); and • whenever major changes to the Design -Build Work implementation approach are proposed that would affect the milestones included Exhibit 12-1 within Appendix 12, 5.3.2 Construction Plan Exhibit 5-2 within Appendix 5 presents the Company's preliminary Construction Plan which describes the coordination and management of all construction work during the Design -Build Period. In accordance with the timeframes set forth in Exhibit 5-1 within Appendix 5, the Company shall develop and submit copies of a draft and final detailed Construction Plan to the City for review. The City will review the Construction Plan drafts and return one marked -up copy with comments in accordance with the timeframes set forth in Table 9-1 within Appendix 9, Section 9.2.1. At a minimum, this plan shall address the following information: • coordination with existing Site operations • Odor Control Plan during construction • tie-ins to existing pipes and facilities 5-3 City of Fort Worth VCWRF Biosolids Management Project ® planned full and partial bypasses ® methods for maintaining staff and visitor access to critical Site operations, maintenance, and administrative areas during construction p equipment and material deliveries and storage affecting Site access or operations plans for incorporating operations input into design/construction planning o construction staging areas ® employee and trailer parking site access security measures ® spill prevention and control ® notification protocols for routine and emergency conditions plan to address shoring and dewatering at excavation locations (see Appendix 5, Section 5.4.2) any additional items the Company believes are necessary to minimize impacts on Site operations and maintenance. The Construction Plan shall meet all requirements of this appendix. Several components of the Construction Plan listed above are described in greater detail below. The Company shall plan and schedule its construction work, including any planned bypasses, partial shutdowns, and/or full shutdowns, considering seasonal variations in flow to the Site, and shall make every effort to minimize the need for these bypasses or shutdowns. (1) Coordination with Existing Operations The Company shall coordinate the construction of the Design -Build Work with the operation of the existing Site during construction of the Improvements to ensure continuous compliance with all applicable permits and continued operations. The Company shall take no actions during construction that adversely affect compliance with the requirements of the City's TPDES Permit. The Company shall plan construction activities to not adversely affect the Company's ability to process biosolids and comply with requirements for return flows. The Company shall develop and implement a section of the Construction Plan that describes the coordination of all major construction and operation activities from the Construction Date until Final Completion, including checkout and commissioning of new equipment and systems and the successful completion of a 30-day Acceptance Test. This section shall reference the Design- Build Work Schedule as appropriate. This section of the Construction Plan shall contain sufficient detail that all aspects of facility operation, start-up, commissioning, and testing during the Design -Build Period are addressed, including Company and City roles, and roles of the existing Biosolids Facility Operator. The Company shall conduct the planning work in close coordination with the City. This section of the Construction Plan shall at a minimum define, in detail, how the existing facilities will be operated, 5-4 City of Fort Worth VCWRF Biosolids Management Project how the existing facility operation will be modified to accommodate construction schedules, and how the operations will transition upon Acceptance with all new facilities operational. The Company shall update this section of the Construction Plan periodically as needed by project circumstances, and shall respond to City comments through a process of regularly scheduled coordination meetings with the City. Additional requirements required in this section of the Construction Plan include: • Systematic methods and procedures for tracking and ensuring the successful completion of all operational protocols, installation, start-up, commissioning, and preliminary testing activities shall be provided, as well as details for the collection of comprehensive supporting documentation, which is a prerequisite to proceeding with the Acceptance Test. • The requirements for and development of supporting documents required prior to initiating Acceptance Testing as defined in Appendix 8, including Operation and Maintenance (O&M) Plan, Acceptance Test Plan, staff training plan, and permits required for Acceptance Testing. ® The Company's approach for receiving TCEQ and other regulatory approvals, including but not limited to air permitting and biosolids requirements. ® Protocols for the start-up and commissioning of equipment and systems, including procedures for bringing certain Improvements online prior to the 30-day Acceptance Test. Such procedures shall detail testing and commissioning prior to bringing the new facilities online, and operating, maintenance, repair, and documentation protocols agreed upon between the Company and the City. The Construction Plan shall specifically address standards for Company O&M of equipment prior to the 30-day Acceptance Test and any checkouts required to demonstrate that the facilities are acceptable to begin Acceptance Testing. The Construction Plan shall specify the schedule for the start-up and commissioning of major equipment and systems, including but not limited to the following facility components: o newly constructed or refurbished pipelines, channels, and all associated valves, gates, and other equipment for controlling and directing flows through the facility o return flow treatment process systems and all associated equipment (as applicable) 0 odor control systems o pumps o electrical equipment o supervisory control and data acquisition (SCADA), computer control, and instrumentation and control systems o water holding structures 5-5 City of Fort Worth VCWRF Biosolids Management o solids- treatment process systems and all associated equipment, including solids pumps, heat exchangers, dewatering equipment, drying equipment, other treatment process equipment, solids transfer equipment, product storage and combustion protection, and pipelines (as applicable) a boiler and hot water systems o fuel gas systems o ancillary water systems and all associated equipment for wash down water, fire protection water, potable water, and reclaimed or reuse water (as applicable). " • Comprehensive program and schedule for training operations staff. • Any other activities necessary to ensure continuous and smooth operation of the Site from the before and after Acceptance. (2) Odor Control Plan The Construction Plan shall include a section detailing the Company's Odor Control Plan during construction that describes the measures to be taken to monitor, minimize, mitigate and control fugitive odors in order to meet the Odor Guarantee requirements during construction and to meet the City's objective, which is to minimize objectionable odors and odor complaints during construction. The Odor Control Plan shall also include descriptions of how each odor control system installed as part of the Biosolids Solution will be tested and brought online. (3) Temporary Utilities for Construction The Company shall be responsible for providing all temporary and construction utilities required by the Company and its Subcontractors during construction, including electricity, potable water, and sanitary facilities. All temporary and construction facilities, that are separately metered, shall meet local utility and local codes and requirements for such installations. The Company shall bear the cost of paying for all separately metered temporary utilities and utility usage required for the construction. The Company may tie into existing utilities as follows. Comply with metering requirements in Section 4.4.8(8) and Section 4.4.13: • Potable water: Provide separate water meter and backflow preventer. • Reclaimed Water: Reclaimed water is already metered; provide additional or temporary meter as needed. Power: All electricity usage for construction shall be separately metered from the electricity used for operations. The Company shall be solely responsible for determining if the existing electrical equipment is suitable and adequate for construction purposes, equipment testing, or Acceptance Testing. The Company shall be solely responsible for any repair or replacement required of the existing electrical equipment in the event that it is in any way damaged or destroyed during construction activities. 5-6 City of Fort Worth VCWRF Biosolids Ma Sewer: The Company may connect to the onsite sanitary sewer system. Any temporary or permanent connection shall be coordinated with the City to ensure that capacity is available for the increased sewer discharge. a Cable and telephone. Natural gas. The site is currently not served by natural gas. Company must provide a separate -meter and required safety equipment for a temporary construction service. Immediately following completion of construction, the Company shall disconnect or arrange for the disconnection and removal of all temporary utility connections and services. (4) Coordination of Service Disruptions The Company shall be responsible for coordinating with the City and utility providers in the event that work will require utility service interruption. The Company shall provide the City with at least one week notice prior to a service interruption. (5) Construction Staging The Site has limited space for construction staging and construction trailers. The Company's use of the Site for construction staging and construction trailers shall not impact the safety of City staff or Company workers or impact the operations of the Site. For the purpose of this Service Contract, construction staging includes contractor vehicle and equipment parking/storage and materials storage in addition to parking for contractor personnel and contractor trailers. All construction staging and stockpiling must occur on the Site unless the Company makes other arrangements acceptable to the City. The Company's proposed staging plan shall be included in the Construction Plan. The Company shall maintain all staging and stockpiling areas in an organized fashion and shall keep them kept clear of debris. As described in Appendix 5, Section 5.3.5, the Company may use the existing double -wide trailer on the Site for field offices. (6) Construction Traffic Management The Construction Plan shall identify the following information: go The access point(s) to the Site. Security controls for access points during after-hours construction. At a minimum, this shall include provisions such that no gate remains open after normal business hours without the Company providing manned guardhouses at gate(s) for security purposes and the City being provided notification of such action. ® Designated worker parking areas consistent with the requirements of this appendix. The Company shall take all reasonable necessary measures, such as providing signage as described in Appendix 5, Section 5.2, fencing, and barricades, and construction crew training, to prevent travel on non -designated roads and areas such as sidewalks and landscaping areas within the Site. 5-7 City of Fort Worth VCWRP Siosolids Management Project During construction, the Company shall schedule deliveries of equipment and materials and shall provide all necessary traffic control equipment and personnel in order to minimize interference with other traffic within the Site and on offsite access roads, and to provide safe traffic conditions. The Company shall post signs alerting motorists to ongoing construction traffic and shall provide flaggers as needed to maintain public safety. All traffic control equipment (such as signs, signals, and barricades) shall meet or exceed all applicable federal and state regulations for accident prevention. In addition, any lane closure required to streets adjacent to the Site, including but not limited to Greenbelt Road, shall be reviewed and approved by the City's traffic engineer. Following construction, the Company shall repair roads, parking, and staginglstockpile areas to their original condition or better as a condition for Final Completion. (a) Site Access and Parking In general, Greenbelt Road, all other City streets, City parks and public areas, and private property may NOT be used for employee parking, or construction material and equipment storage. Access to the Site for construction equipment and vehicles and employee vehicles shall only be permitted via Greenbelt Road. The Company shall control onsite parking of employee vehicles and construction vehicles to prevent interference with public traffic, parking, or access, or access by emergency vehicles. The Company shall monitor parking of construction personnel's private vehicles to maintain free vehicular access to and through the public parking area and prohibit parking on or adjacent to public access roads or in non -designated areas. All employee and trailer parking must occur on the Site unless the Company makes other arrangements acceptable to the City. (b) Site Security The Company shall maintain all existing perimeter fencing and gates during construction or, if they are disturbed by construction, the Company shall provide temporary fencing and gates providing security equivalent to that provided by the existing fencing and gates. All employees and subcontractors working on the Site shall wear identification badges in order to allow the City to easily identify the Company personnel permitted to be on the Site. (7) Spill Prevention and Control The Company shall prepare a Construction Spill Containment and Response Plan as part of the Construction Plan that describes the spill control and response measures to be used during construction. In accordance with the timeframes set forth in Exhibit 5-1 within Appendix 5, the Company shall develop and submit copies of a draft and final Construction Spill Containment and Response Plan to the City for review. The City will review the Construction Spill Containment and Response Plan drafts and return one marked -up copy with comments in accordance with the timeframes set forth in Table 9-1 within Appendix 9, Section 9.2.1. The Company shall be responsible for the prevention and control of spills including petroleum, chemical, and other hazardous materials and/or pollutants. Special precautions shall be taken, and best efforts shall be exerted to prevent spills from entering sensitive areas, including sewers, drains, wetlands, creeks, and drainage areas. The Company shall comply with all water quality standards during construction. Oil -absorbent pads, booms, and other materials and equipment to absorb and contain spills shall be kept at the Site at all times. If a spill occurs either on or off the 5-8 City of Fort Worth VCWRF Biosolids Management Project Site as a result of the Company's activities, the Company shall bear the cost of all hazardous and non -hazardous materials cleanup and disposal. The Company shall manage all petroleum and chemical products to be used on the Site and shall provide suitable measures for the prevention and control of spills in accordance with its Construction Spill Containment and Response Plan. Petroleum -based products shall not be thrown, spread, or otherwise discharged on or beneath the surface of the ground. The Construction Spill Containment and Response Plan shall include the description, placement, and contents of spill kits; procedures for notification, cleanup, and handling of disposable materials from spill events; containment of stationary equipment; reporting of spill events; and procedures for notifying the Company's spill response firm. The Company shall provide spill kits at construction or existing locations where chemical and/or fuel are stored or transferred. Spill kits shall be easily carried by two workers and transported in the bed of a pickup truck. Boxes shall be painted safety yellow and labeled "SPILL CONTAINMENT KIT —EMERGENCY USE ONLY." Spill kits shall include the following items at a minimum: • 100 feet of portable oil -containment boom 0 100 feet of oil -absorbent sweep boom • 50 feet of oil -absorbent boom • five 5-gallon empty containers with lids • 25 plastic garbage bags • map of the area (Site property drainage map and any off -property areas used showing sanitary and storm sewer) • Emergency Response/Disaster Recovery Plan with notification phone numbers and emergency response procedures (this is a subsection of the Construction Spill Containment and Response Plan) • kiddy pools (containment) • floor sweep • peat • pads • drain mats. The Company shall enter into an agreement with an environmental cleanup firm prior to the start of construction. The cleanup firm shall be capable of responding to spills 24 hours per day. 5-9 City of Fort Worth VCWRF Biosolids Management Project The Company shall not store fuel (e.g., diesel) onsite at any time. The Company shall utilize a fuel truck for the refueling of onsite equipment. 5.3.3 Construction Testing The Company shall be responsible for performing all inspections and tests as required to verify compliance with the Company's construction specifications and Technical Specifications in Appendix 4,The Company shall engage the services of independent inspection and testing agencies, including testing laboratories, which are prequaiified as complying with `Recommended Requirements for Independent Laboratory Qualification" by the American Council of Independent Laboratories. The testing laboratory shall specialize in the types of inspections and tests to be performed, shall be authorized by authorities having jurisdiction to operate in the state of Texas, and shall be approved by the City. The Company shall provide the results of all inspections and tests to the City for review, including retests verifying that a subsequent test has passed for work previously identified as out of compliance with specified criteria. Specific tests and a more detailed description of construction related quality assurance and quality control requirements are provided in Appendix 7, Section 7.5.4. 5.3.4 Coordination of Work with Offsite Construction at Nearby Facilities During the Design -Build Period, Contractor shall accommodate and coordinate with any other construction projects underway in the area that may affect access to the Site and traffic along Greenbelt Road. 5.3.5 Field Offices Any onsite field office space provided by the Company shall be completely sealed from the weather, and shall be equipped with adequate lighting, door lock (City must have access), electricity, heat, hot and cold running water, toilet, air conditioning, sanitary facilities, telephone service, and ventilation. Adequate office equipment and furnishings shall also be provided, including facsimile, photocopying, computing and telephone equipment; two desks; four swivel chairs; four 4-drawer locking filing cabinets; locking flat file storage cabinets; computer with Internet access; color printer; refrigerator; microwave; and water cooler. A minimum of one parking space for exclusive use by the City's Contract Administrator shall be provided. No payment requests will be processed until the office is set up and furnished. _ The Company shall be responsible for payment of all installation and monthly service charges for electricity, heating fuel, maintenance service, internet and telephone service, including long- distance calls pertaining to the Design -Build Work. The Company shall remove any temporary field offices put in place following Acceptance, but permanent office space can remain. 5.3.6 Verification of Underground Utility Locates The Company shall be responsible for potholing and other measures to verify the location of utilities for design purposes and prior to excavating. Once the utilities are located, the Company shall exercise due caution to prevent damage to the utilities during its work. 5-10 City of Fort Worth VCWRF Biosolids Management Project 5.3.7 Acceptable Days and Hours of Construction In general, work shall be performed during the following normal working time as defined in Service Contract: Monday through Friday, 7:00 a.m. - 6:00 p.m. Weekend and Holidays, 9:00 a.m. - 6:00 p.m. Company shall request permission in writing from the City or special construction activities that warrant working outside the established time periods, in accordance with Article10.16.E 5.3.5 Site Maintenance During construction, the Company shall be responsible for overall maintenance of the construction site and along construction access areas approaching and within the Site. The Company shall clean up and remove all rubbish and materials from the Site as they accumulate and shall not allow rubbish and other materials to be scattered about and accumulate. Cleanup and trashlrubbish removal shall occur at a minimum daily, or more frequently as needed, to meet the previous requirement. The Company shall obtain services for solid waste (i.e., non -construction trash and rubbish) disposal and recycling services needed for and generated by the Design -Build Work. The Company shall pay all costs associated with solid waste disposal. The Company shall make its own accommodations for disposing of construction debris. The Company shall pay all costs associated with construction debris disposal. The Company shall schedule and conduct the work such that it shall not impede any sewage collection and treatment, create potential hazards to operating equipment or to Company and City personnel, or cause odors or other nuisances. 5.3.9 Landscape Protection and Site Restoration The Company shall make best efforts to avoid disturbance to existing landscaping. Removal of trees outside of the leveed area must adhere to the City's ordinances governing tree removal and the planting of new and/or replacement trees and landscaping as described in Appendix 6, Section 6.4.2. The Company shall restore all areas impacted by construction to pre -construction conditions or better. The Company shall restore and landscape the Site to meet the requirements of Appendix 4, Section 4.4.7. 5.4 Site Work The Company shall be responsible for taking all precautions, providing all programs, and taking all actions necessary to protect the work and all public and private property and facilities from damage located within or adjacent to the limits of the Site. Surface structures include all existing buildings, structures, and other facilities above and below the ground surface including the foundations or any extension below the surface. Structures include, but are not limited to, buildings, tanks, walls, bridges, roads, dams, channels, open drainage, piping, electrical wiring 5-11 City of Port Worth VCWRF Biosolids Management Project and conduits, duct banks, HVAC ductwork, poles, wires, posts, signs, markers, curbs, walks, and all other facilities. The Company shall provide barricades, fences, lights, warning signs, and danger signals, and shall take other precautionary measures for the protection of persons or property and of the work when work is performed on or adjacent to any roadway, right-of-way, or public place. Any existing surface facilities, including but not limited to guardrails, posts, guard cables, signs, poles, markers, and curbs, which were temporarily removed to facilitate installation of the Biosolids Solution, shall be replaced and restored to their condition prior to removal by the Company. The Company shall also protect existing trees, shrubs, and plants on or adjacent to the Site that are'shown or designated to remain in place against unnecessary cutting, breaking, or skinning of trunk, branches, bark, or roots. Appendix 5, subsection 5.3.9 provides more information on landscape protection. The Company shall provide all labor and materials to construct subsurface pipes for water, sewer, recycled water, stormwater drainage, electrical and control conduits and ducts, and fiber- optic conduit as set forth in Appendix 4. The Company shall provide all labor and materials to connect existing utilities to the utilities required for the Design -Build Work, including electricity, natural gas, telephone, cable, and other utilities. 5.4.1 Clearina. Geotechnical. Excavation. and Soils Disoosal Including Contaminated Soils The Company shall be responsible for all clearing and grubbing necessary for construction at the Site and associated road and utility improvements, including the removal and disposal of all rocks, stumps, trees, roots, abandoned construction material, subsurface structures and pipes, and unsuitable soil materials from the Site. The Company shall perform all operations in connection with excavation of materials, regardless of the character of that material, and backfilling necessary for the construction of new facilities or the modification of existing facilities, including furnishing all supervision, labor, tools, materials, and equipment in connection therewith. Excavation and backfilling activities including fill and backfill material, compaction, subgrade preparation and stabilizing, shoring and dewatering methods shall be approved by a professional engineer specializing in soil mechanics and licensed in the state of Texas. The Company shall be responsible for obtaining all fill, backfill, topsoil, and other materials as needed to achieve final grade lines and otherwise complete the Design -Build Work. Back -fill material shall consist of suitable clean soil. All materials shall have been tested for conformance with the design and approved by a licensed professional engineer specializing in soil mechanics. Where soils are not suitable for sustaining design loads, the Company shall take appropriate action in accordance with the requirements of appropriate established codes and accepted engineering practice. Backfill material shall not be placed against concrete walls until the walls have obtained sufficient strength to safely withstand the pressure of the fill material and water - retaining structures have been leak tested to demonstrate compliance with Appendix 4, Section 4.4.9. The Company shall maintain a stable excavation as described.- in Appendix-5, Section 5.4.2; all disturbances to the Site shall be conducted in dry conditions and the Company shall prevent the foundation area of existing and new structures from becoming destabilized due to the flow of 5-12 City of Fort worth VCW`RF Biosolids Management Project water into the excavation. Excavations for footings shall be made sufficiently wide for the installation of form work and to the depths required. The Company shall also employ a professional engineer licensed in the state of Texas specializing in soil mechanics to provide recommendations for appropriate temporary and permanent slope stabilization measures for the north side of the Site to be implemented during the Design -Build Period. The Company shall prepare the Site to be free of non -draining depressions or abrupt elevation changes and to be smooth to allow for topsoil placement. Hollows, depressions, and gullies in the subgrade, unless called for in the Company's approved plans, shall be filled with acceptable material free from stones, cinders, rubbish, and other unsuitable material. Subgrades shall be established in a manner that does not result in drainage problems or burying curbs, pavement, access holes, and other structures. To the maximum extent possible, the Company shall locate facilities to balance cut -and -fill and place surplus excavated materials above that required for backfilling in areas of the Site consistent with the Company's clearing and grading plans. The Company is encouraged to use excess excavated material for other beneficial purposes on the Site. To the extent that excess excavated or fill material cannot be placed in these areas, the Company shall be responsible for all activities necessary to dispose of the excess material in accordance with Applicable Laws at an approved offsite location. The Company shall test all soils requiring offsite disposal for contaminants in accordance with minimum requirements established by the Texas Commission on Environmental Quality (TCEQ), other Applicable Law, and the landfill selected by the Company for contaminated soils disposal. Sal shall be disposed of at appropriately permitted facilities with records maintained by the Company and copies provided to the City. Excavated contaminated materials shall be separated from the rest of the excavated material and removed, tested, and disposed of by the Company in accordance with all Applicable Law. If contaminated soil is encountered and required for removal, the construction workers involved in excavation and site work shall meet OSHA 1910 training and experience requirements, and at a minimum, have 40-hour hazardous waste operations training and three days' field experience under direct supervision of a trained, experienced supervisor. 5.4.2 Shoring and Dewatering The Company shall be responsible for the design, planning, installation, maintenance, and removal (if necessary) of all shoring required to support the sides of any excavation and all other measures to prevent settlement of surrounding areas or any movement that may damage adjacent facilities, delay the work, or endanger life or health. The Company shall incorporate settlement monitoring into its construction work when excavating adjacent to existing structures. The method of shoring shall be the Company's design and the shoring system shall comply with all applicable codes, ordinances, and requirements of .agencies having jurisdiction. Shoring systems shall be designed by a professional engineer appropriately licensed in the state of Texas. The Construction Plan shall include a Dewatering Plan as described in Appendix 5, Section 5.4.2. In accordance with the timeframes set forth in Exhibit 5-1 within Appendix 5, the Company shall develop and submit copies of a draft and final Dewatering Plan to the City for review. The City will 5-13 City of Fort Worth VCWRF Biosolids Management Project review the Dewatering Plan drafts and return one marked- up copy with comments in accordance with the timeframes set forth in Table 9-1 within Appendix 9, subsection 9.2.1. The Company shall be responsible for supplying all work and equipment necessary for dewatering work areas during construction to maintain all excavations free from water during construction. The static groundwater level shall be drawn down such that foundation soils remain in an undisturbed state free from "boils" or other groundwater -related problems. The dewatering system shall be installed and operated so that the groundwater level outside the excavation is not reduced to the extent that would cause damage or endanger adjacent structures or pipelines. The Company shall provide a means to facilitate sampling and visual observation of groundwater flows prior to discharge and any other facilities required to meet permit requirements. Water removed from excavations shall be disposed of in a manner to prevent flooding, erosion, and property damage, and in accordance with any permits or approvals. The Company shall bear sole responsibility for proper design, installation, operation, maintenance, monitoring, and any failure of any component of the groundwater control system for the duration of the Design -Build Work. The Dewatering Plan shall be designed and stamped by a professional engineer licensed in the state of Texas. 5.4.3 Abandoned Pipe Any buried pipe abandoned as a result of the Company's design shall be removed or filled with control density fill or sand. All abandoned pipe and conduit within 48 inches of the ground surface shall be removed. 5.4.4 Confined-Sl2ace Entry The Company shall comply with all applicable federal, state, and local laws related to confined space entry during construction. 5.4.5 Hazardous Materials To the extent that the Design -Build Work necessitates the disturbance, handling, or removal and disposal of hazardous material, including asbestos -containing material (ACM) and lead -based paint (LBP), the Company shall contract with licensed asbestos and lead contractors who employ Texas State Certified Asbestos and/or Hazardous Waste Contractors to perform all such work. ACM and LBP disposal records shall be submitted to the City in accordance with the requirements of Exhibit 5-1 within Appendix 5. There is no known lead or ACM at the Site. Work to remove and dispose of ACM and/or LBP, or to remove and dispose of other hazardous materials from the Site, shall be considered a changed condition that is not included in the original Fixed Design -Build Price. Prior to maintenance and/or disposal of metal fire doors, the Company shall test the interior of the doors for ACM insulation. Prior to disposal of asphalt roofing vapor -barrier paper, the Company shall test the vapor barrier between the roof deck and insulation board for ACM. The Company shall profile all LBP for leachability prior to disposal in a landfill in accordance with Resource Conservation and Recovery Act solid waste regulations. 5-14 City of Fort Worth VCWRF Siosolids Management Project 5.4.6 Demolition. Salvage, and Disposal The Company shall be responsible for demolition required for Biosolids Solution construction and the disposal of all demolition and construction debris and equipment at appropriately permitted facilities and as required by state and local code and ordinances. For all facilities, systems, or structures abandoned as part of the Design -Build Work, the Company shall remove and dispose of all exposed piping and equipment (including pumps, valves, gates, electrical panels, and other equipment) from abandoned facilities, systems, or structures. The minimum requirements for demolition and removal are set forth in Appendix 4, Section 4.4.1. 5.5 Management of Onsite Water and Sanitation Facilities During Construction This section identifies and establishes minimum requirements for managing surface water and stormwater on the Site and minimum requirements for managing sanitation facilities during construction. 5.5.1 Sources of Construction Water The Company shall provide for the detention, treatment, and discharge of all water generated during construction. Construction water will include surface water runoff and water removed from excavated areas as described in Appendix 5, Section 5.4.2. The Company shall plan and schedule its construction activities to minimize the amount of construction water to be managed in a given period. 5.5.2 Temporary Drainage Features The Company's design of temporary detention, treatment, and discharge facilities shall account for the maximum disturbed area and maximum amount of construction water to be generated. At a minimum, temporary features shall be sized per Contract Standards. 5.5.3 Surface Water Quality The Company shall take no actions that could lead to a violation of surface water quality standards, or to a violation of any of the requirements of the Governmental Approvals required for the Design -Build Work as identified in Appendix 6. Discharge of untreated or partially treated sewage to surface waters or drainage courses and systems is prohibited. Any and all discharges of untreated or partially treated sewage to surface water or drainage courses and systems shall be immediately reported to the City. In the event that accidental discharge is caused by the Company's operations, the City shall immediately be entitled to employ others to stop the discharge prior to giving written notice to the Company. Disposal from dewatering activities shall comply with the requirements of this appendix. 5-15 City of Fort worth VCWRF Biosofids Management Project 5.5.4 Stormwater During for Construction Activities The Company shall prepare and submit all required applications and plans for a construction Stormwater Pollution Prevention Plan (SWPPP). The Company shall comply with the terms and conditions of the SWPPP, and shall be responsible for providing necessary material and for taking appropriate measures to minimize pollutants in stormwater runoff from the Site. The Company shall install and maintain all structural and nonstructural items utilized to comply with the requirements for stormwater and groundwater management during all phases of construction. The Company shall implement and maintain best management practices at all times. The Company shall prepare, update, and revise, as necessary, the SWPPP. In accordance with the timeframes set forth in Exhibit 5-1 within Appendix 5, the Company shall develop and submit copies of a draft and final SWPPP to the City for review. The City will review the SWPPP drafts and return one marked -up copy with comments in accordance with the timeframes set forth in Table 9-1 within Appendix 9, Section 9.2.1. The Company shall be responsible for installing and maintaining adequate drainage to prevent soil erosion at construction areas. Prior to the beginning of construction, drainagelerosion control measures sufficient to contain and treat runoff shall be installed. As construction progresses, soil erosion features shall be maintained and modified in accordance with the needs of the changing site conditions. Temporary erosion control and protection measures shall be in place at all times and shall be inspected prior to and throughout the rainy season. Soil stockpiles shall be immediately covered. As permanent drainage structures are installed, the Company shall protect the intakes to avoid clogging. The Company shall monitor and maintain the effectiveness of the runoff protection at all times, but particularly during and after anticipated rains/snows. The Company shall maintain an adequate supply of erosion control materials on site for immediate use. The Company shall provide tire cleaning for all construction vehicles that may track mud, prior to leaving the construction area and returning to public roads or areas of the Site outside of active construction. Trucks carrying soil/debris shall be covered and secured prior to offsite travel. Construction runoff shall be collected, detained, treated, and discharged in an approved manner necessary to keep sediments and other pollutants from being transported from construction areas and to keep sediments and other pollutants from being transported to the existing site stormwater system_ Discharges from detention and treatment facilities shall be routed through the existing onsite stormwater pond system, or through temporary facilities constructed for this purpose if the existing facilities do not have adequate capacity, or hauled to an approved disposal site. Direct discharges to surface waters shall not occur. 5.5.5 Groundwater Dewatering discharge generated during construction activities can be discharged to the existing stormwater pond system upon specific approval from the City. Approval will require that Contractor limit and meter the discharge per day; the Contractor cannot impair the pond's ability to handle wet weather runoff and process water, or meet the Return Flow Guarantee requirements. Treatment of the dewatering water must be provided in accordance with the Project SWPPP requirements and limitations as described in Volume 5, Appendix 5, Sections 5.4.2 and 5.5.4. Discharge to the sanitary sewer will not be allowed. Disposal of all water removed from 5-16 City of Fort worth VCWRF Biosolids Management Project excavations shall be conducted in a manner that prevents flooding, erosion, property damage, and turbidity and/or sediment contamination of surface waters. 5.5.6 Sanitation Facilities The Company shall install, operate, and maintain sanitation facilities for its construction and management staff. The Company will be allowed to discharge directly to the onsite wastewater collection system, which discharges to the onsite pond system. There will be no City fee for connecting to the City sanitary Collection System. Construction or dewatering water shall not be discharged via the sanitation facilities. Upon completion of construction activities, the Company shall remove the temporary sanitation facilities. Company staff may use the new or existing permanent sanitation facilities at the Site. 5.6 Other Construction Measures This section contains other miscellaneous construction measures to be implemented by the Company during construction. 5.6.1 Dust Control and Light Control The Company shall be responsible for furnishing all labor, materials, and equipment for dust and light control. Dust control measures shall include applying dust suppressants (e.g., water), properly cleaning all track -out areas (sweeping, etc.), and providing adequate physical stabilization (gravel, recycled asphalt, etc.). The Company shall use these methods to control fugitive dust generation from all work areas, including construction areas, vehicle and equipment parking areas, material storage areas, haul and access roadways, track -out areas, and all other areas where the Company will be working, storing, or parking vehicles, equipment, and materials. The use of petroleum or chemical products for dust control is prohibited. Paved streets adjacent to work areas shall be swept daily as necessary to remove mud, dirt, or rock originating from the work area. Street flushing is prohibited. Equipment shall be properly equipped and maintained to reduce air pollutants. Without limiting any of the foregoing, the Company shall comply with the following requirements: • Maintain dust control procedures during construction. • Minimize the amount of open ground disturbed at any given time. ® Use silt fences to capture low -flying dust and debris. ® Perform jobsite cleaning activities as work is completed. The Company shall dispose of construction debris at permitted disposal facilities. Burning shall be prohibited. 5.6.2 Noise Control The Company shall be responsible for furnishing all labor, materials, and equipment necessary for noise control. The Company shall minimize construction noise throughout the Design -Build Work by incorporating mitigation measures into work plans as needed to meet the noise limits 5-17 City of Fort Worth VCWRF Biosolids Management Project established in this section. The Company shall work with the City to address any particular needs the neighboring community has, and include noise -related updates through public notification. The Company shall reduce the use of air -powered equipment, use rubber -tired equipment in lieu of track -type equipment whenever possible, and ensure that its equipment is fitted with noise mufflers, where applicable. In addition, the Company shall monitor noise and take corrective measures as needed. Total sound emissions from the Project site during construction shall not exceed the permissible sound levels shown in Table 3-3 within Appendix 3, Section 3.7.3 at neighboring properties. The Company shall control worker noise exposure and to comply the OSHA requirements defined in Appendix 3, Section 3.7.3. The following equipment is exempt from this requirement: pile drivers, pavement breakers, scrapers, concrete saws, and rock drills. 5.6.3 Electrical System Commissioning and Testinq The Company shall procure the services of a corporately and financially independent electrical testing firm as an unbiased commissioning and testing authority with certified NETA or NICET engineers and technicians. The testing firm shall use the results of the computer model studies required under Section 4.4.13(1) to commission the protective devices with the appropriate settings, and then perform a comprehensive testing of the electrical system for compliance to the design document, and functionality and performance per equipment manufacturer. 5-18 City of Port Wok1h VCWRF Biosolids Management Project Exhibit 5-1, Preliminary Design -Build Work Schedule 5-19 Village Creek Siosolids Facility Project Fv,low Anar.,pated Pretened Pmppnent T•twla, _ ' 12psap-19 20.5ep-98 Aptlnpated F uelened P rQpc FW1030 :1 oFW andPrefemed p enE GoMrat _..... ,.,_ .. W. : q: 23Se 19 22-Nov-ig ST000 �Ai Permllting E rfystari mm it 03-0m-0 s aml P-----St FN2010 _ I TWDD 8 THC Renews and Approvals [ _ __... __._ _ -.- _-afmg 12'- as-Now19 11-Apr-20 �TM h1010 , Fh'I. 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Access Road wavatjon 4 sde PAP : '-., ... ... .. _ III FNLre orag• F�� 28Sep-2g Demoriffoh f� Wintenanc¢ Duilding©emolition ❑! site Demuritien ------------- ....................___...._ r.......i ........__:__.._._____._ 13"ay21, Yadsg _......__ ------------ ____ _____._ ______ ______._ _.__Bulldmg Drainbaktp WWTP _.......... Slude floes fra'n WW fP; `--, Potable Water a Plan er .. .1.. .. _ ___.... ____._ r as ?3-Feb-22,�Pavi, gnC*te Paving; ----------- ..__._. ___ ------ .._ f 1 ....____._ _ ______ _ _________ ___ .Sitewoik Completion L Gravel Paving ___ ___ ___v�+700A- __ _ __._.___ ____ ____._.----- _ _____.. . pr{22 Landscaping 28-May 2{, Concrete? III Driged Piers I 1 May-2f, Dryer Btfldin9 Cpncr2te Page 1 of 3 TASK filter: All Activities i QO Oracle Corporation 5-20 Village Creek Biosolids Facility Project A1690 rRP Cenlrifu9e SusP ended Slab_2(i 18-Feb-21 17-Mar-21 �— A170U FRP Dust Call. 2,on SYmem Patls I 7 a, B-Mar-27 1' 74 illar-21 A1630 :FRP Eiee Hausekeeµng slabs 21: !g-Ma+-21 JZA, 21 A1710 FRP Venturi System Patl -- F=rMa-_"" r-21 '28-Mar-21 A1150 I RP Mrxc Pump Fads 1U ,2a-Mar-21 09AAr21 A17W riiPA.. System.Pads _ 10 12,4-p-r-21 23Apr21 A1660 - FRP MicelaneousEle_Petl_ ._.i 11) 1"9r2m .2s4.fra2l-...- .. AW3070 ' F!2P Polymersysl.m Pads - � -� n 26Apr,21 ' 30,gpr-21 A1770 FRP Mrsc Egmp P.ds _ _ - -._ 211 M-May-21 126-May-21 A1610 'FRP RTO E -_ qu'pmeM Pads 91rIL6-qpr 2? 14-Apr-21 i A7580 FRP Recycle Pump Station _ ;rl �" "" ]8-Apr,21 ' 14,4pr-21 i M650 FRP SWo Foundation slabs 116Apr21 1,11pr21 A1%0 FRP Kbircgen System Slab -------------- -...........---- A 22-Apr-21 28 Apr-21 A7590 .'RP Odor Conirol Slab b [gAor-21 05May_21 ridr _ _ a Il U..31 sty r;r,�lc r A7720 Koundatlon Level Metals R Ig,Mar-21 29-Mar21 A1740 'Centrifuge Raom Metals b 30-Mar-21 pe-Apr-21 j A1730 M11rer Platforms - - 25 07-Ap5-21 I1.Ma 27 ..;_._.__..________________ A1731 E9 Pmenl Tawa --- 5n 12-r1eri21 eOJu}21 : A7330 Fugitive Dust CvUeMor Platform _ E 21Ju141 . 27-1ul-21 MIMI) A: ii Scmbber Platform "'28Ju1-21 d?s5ug,27 A7350 We. matador BinfC tl sor Platform b 04-Aug-21 i7,qug 2i-� A1360 Recycle Ban Platform- " --" ------------ 11-Au9-2; n-Aug-21•------ - --4 - - -' A137a Buege GmnefftwfAccess'Phllbrms i 3b 184kug 21 28 Sep-21 A7320 ;1Wa! Budding - --- 1 � 4U 14-.4ug-21 18-0ct-21 A7300 ... _._.. ,. Bludge Pump Station p 29Sep-21 -3t0ct-21 A13g0 RTC) Platform b 06-Oe121 12.0021 Ai-090 SR. Metals _ 2fi' 13-0tt�21 99-Nov-21 _-. . •__...___ _______________ __.._ ks dtmwl Ptl rl At I„' I.' J A22c0 i2atum Flow Pumps £ 15-Ap,-21 21-Apr-21 !d000 Cerllul..gu Feed Pumps It, 1Fi-Apr-21 28-Apr21 A2010 0ent4fu9es (4) -- - 21,?----' _9gpr-27 26-Mey-21 . A202[t x".1 Material Bin _`--"-.... -, _-________________-.,- __-...�......_.. 2b 27-May,21 73.1un-21 • _.____. A2030 55Wer 3;'4JurF21 :2&Jun-21 A2050 Rotalr Arum Dryer 2L 2gJun-27 Z6.iu�x1 - A2040-__.... III 29J un-21 mm,"..... . A2710 Coding Towvr 27Ju1-21 1RAu 1 -- — ....._.._._ A21U0 Polycyckne 1G 27Jut-29 16,4ug21 .............____„_._ A20S0 PreS. razor ___ ".----- --. 211 _._.... Pa S 27Ju421 D2-Hug21 A2720 Coaling Water and Condenser Water Pr -9Aup- E 03nug-21 t19s4ug-21 A2730 Ivan Exchangers t 10Augad 1fiAug-21 ' A2070 Shaker Screen __„__.......". h 17 Aug-21 23-Aug21 1 Sucker Elevator antl 7ranelt system 3p:9r1.1iug-21 i74-ocr21 � T-------' .._..__.......__.. _._.,stile.___-_._... A2090 store $silos 9 - I 2a 05-0cr21 08-Nov-2i A2110 l!cycle System _ -----"-""' ' 3d U9TJ -21 ZO-0ec 21 � • A2120 Scrubber System 2111 Dec-21 E7Jan,22 I A2130 RTO s slam .........-_...-.. ' Y 1G 8-J n22 I A2660 'y aor 211 01-Feb-22 2&enb2 A2140 Coycvn SYst m 20 '91-Feb22 22 T---'----' 28-Feb 22 ?' A2150 Comprepre ssed Air System iC 01-Mar-22 •: :tar22 : A2170 Pellet Oft System 515Mar-mm �mm' 22 21�iar-22 ,` ; .._......._....._...._. A2160 Ndim onS atom _-_-- _,_... - 'u 1FrMar-22 21-Mar-22 _ 9 Y • A219a �_ Odpr Conbol S stem Y .^. 22-Mar-22 28-Mar 22 A2180 Polmer System __- "� 1I1 22-Mar-22 14-Apr-22 A2210 • Sludge Feed Pump Suction Pipe ^ 1Mpr--21 054ilay-21 A2220 ;Slutlge Feed Aumg Discharge to CeMri1 1b O6-May,21 - 19-t ia_y 27 A2230 . ❑entdfu9e Cerdrate Drain ---__._... ...._......_""'-_'--'— _ d 2oNlay-21 31-May-21_.f---------- ._i__.-------- .--- __.._ A2240 Cer4,flvye Gpnveyor Old WaRerpram r 9.p1Jun21 I'JT�lun-21 A2310 ......_ .. �1 _,_ - Cu=1bus11onA'rt Duet 13�1u1-21 ' 1 A2360 F-otabl Water"7-Ju i ---" ' 27Ju121 13-Sep 21 I A2290 Flexhase at Pres_e_parebr 8 pplycyclpnr � Q7�hg,21 135ep.21 ? A239U Plant Water -.-__ ..— . ..,F.___-.___ .............. 4➢ 145ep-21 OENov-21 • ---------- A2400 ulatural ii�s g 50 Pi in _--' �� '- `"'""- P 09-Mov-21 24Jaro22_ A2300 Product Pipe Ti.sAo L,']9-Nov 21 1g4Vov-27-" � " '- A2320 ¢„•.ymber System Duet 111 16Ja122 10-Feb-22 i __..._...__. I - c A2700 I'Covling water Syriem Ape j 17 25J-22 14Feb-Feb- - I A2410 UiilityAu P p 7;~ 2y,1ao-22 I l .. ... ......... A2330 II :TO Duct ... .._.. _ ' 16 '1Feb-22 084ar-22 I , A2340 -M1st Calfenrun Duct - - 31, WJvla122 Actual Work 71 Critical Remaining Work VEMil Summary Remaining Work ® ® Milestone Classic Schedule Layout sd Page 2 of 3 Slab 0 FRP Dust d.oilaction e^-a.6eillill FRO. Elec Hoi a pRP ventlyi System FRP Air System Patls r-=? FRP Miscellaneous Hlec Pay d. FRP Polymer System Pads i1 FRPHTOSIab Cy FRP RTO Equipment Pa. M FRR Recycle Pump stab P. r6 silo Faelndation 8 y�F FMU6o .. Siai&, t5 FRP OQci Coninel ts Fuggrve D11st Cullecldr Plafierm i 110 Arid Scfubber P1.4— ..'• - __, C1 __ ,Platform --p Recycle Am Pj [Fbrmensox _.__._._- ...:......... -.. _._ __ _ _._...___ _--------- _ _.-._____ _ _ 8ddge CrtinelRooFAtc Platform$ McTal Boildmd 1�2 sludge Pump Station Canopy! __ r _ -_ O RTOPlatrom - ! Site FAetals. ___•___.. ___;__.-. ® Aetum Flow Aumps f4-Apf 22, Equipment Centn£ugG Feed Pumps r�entrd-geg (4) i ; t i -T-.....__sty_...____:............ ..,._______, Q1iefM-atengBin f-------- ..� -___-. ________ _ ____... _ ______. 0 Mixer =� Rotary Drueh pryer © Fumaea 03 Cooling Tower l Porfcy—re, ----------- ___..._.____ _ a Water arid Condenstor ���f,g rWater PamPs n Heat Exchangers Oy $ rCvn _'__ haker Sc i Bueket �leva(br grid Yanstlsy }em______ _______ _________ ______ _ _._._._ Sfare�a Silos �� Recycle Sysfam Scfubbersya}em .__._------- ___...._._.___. i----- ______. i -_ RTO Sygt �� Standby generator "Xiiiiiiiiiiiii Dust Co?I&Hun System Xi Cwripressed Ail system ill Pellet Oil System �,1.;_.------- --------- rages system .... . ...... . -yslem}..._._.___ r Od'-'conyo7s _ T PurVer Syslerjl ® Sludge peed Pump Suction A, i I 07Jue82, Pro i$ Piping © sludge Feed pump piscpargv tp Ce}1triluges ........... . ..........._ _._.____. - -1 -- centnfuge Centrate Oraio ; -.__- _. F.y____. ____... _,____ Centrifuge Camegor Dirt Water Drain r-7 i;omiw-b"Air Duct -ter Pntabto Water C m7 Ffax;hose at Przseparaw, A porycyclohe tower ------------ �J Prpduct Plpe,to Silo I L ..______-. ,__....-_stile •_.... __._._•._-.____; TASK filter: All Activities Piping ber System Duct j ng Warer,System Pip. Dhlrly{lir Pipi ➢ RTO juet Dust Callectlan Duct 13-Dec-19 13:51 a Oracle Corporation 5-21 Viliage Creek Biosolids Facility Project lvll ID Ac Ivlty Name OriginallStart Finis ' A2360 Pellet Gll System Pipa to - - 25 22-Mar-22 , 2"pr-22 A2350... Pipe Nitrogen System .. ... _ 25-n;M-2�__�zS-FtPr-2z -- - A2250 Polymer Piping 1�i -Apr22 i5E _" 00.May-22.W_-- A2370 Ddor Control Duetv,.* 30 20.Apr-22 31-4gay 22 A2260 Cake P-.I„cnarc P�Pa to Myr y 1-aY-22 I A2270 wet Bin hive Bottom drain - a 17-Mar-22 20-May-22 A2280 5eDuct ymm pryer to Preseparater ? '31-J-122 /-J.n-22 j A2460 Electrical and lnclrumentation 3511 75-Oct,20 7&Feb-22 +2590 Bndge Cranes 21' 27i.r.21 23Aug-21 A248o Hallow Metal Doors 8 Hardwara �- - 1b 90-0Ct 21 01fJov,21W-- y4440 HYAC 101: I910ct-21'T 77 � Mar22 A1990 -uasanry 11- 144Xt--21 (38.Nav-21 Ovarheaa Doors._ F72-1Jou21�8-1Vov-zi-.... A2500 - - w4mdow9Uanng I Ili 09-rdav-21 22-Nov-21 Amiii _ Jurnt Sealers I Fire pronhng '-Plumbing — 2U -79-N 21 - — - -- 7G 1pec-27 � n2430 20 09�jby-21 iV8-Dec-21 A2510 ]ntanor Funsh out- Board and Ceir� GYP 30 23-Nov-27 I473Jan-22 A255o Breakmam! RR Cabinets & Vanilies ._ -2 ..... 5 O0.Jarr-22 I16Jar.22...._�. A2540 Speciah�as 15 04.1an-22 1$4-Jan-22 A2530 Painting l Speciat Coalings 10a OWa 22 �3 May 22 1an-22 WB-,laro-22 A25W -Lab Casewadc s iW.n,22 17.fan-22 --- A2580 Lab EqunPmerd andAppilprces S 10,1en-22 24 jar,22 A2570 DFfice Furniture F 78Jarr22 24.ran-22 A2450 rn. SPn, Sy t m 40 ,08.Mar-22 p2-41 y-22 A2420 Insulation 61; 70-Mer,22 27.1un-22 - - Actual Work MOM Critical Remaining Work T"'mV Summary Remaining Work ♦ ♦ Milestone Classic Schedule Layout sd Page 3 of 3 TASK filter: All Activities 13-Dec-19 13:51 Nov Dec Jan Feb Mar A r Ma Jun Jul Au t 1 Se Oct4 Z Noy e i 3 ern IpQ NIdncgen Pipe System' •____.._._._t.___.._ ----- -- ---- - PalmeF Pi ' Odor CQatrat Ductwu __ _._._._ _ _ _._. rk . ® Calye Pump Discharge pipe to Maer © Wgt Bin U-:DoHom drain ....:.-------- :._._._.._._.:___..-_.__p..5 011cl from Dryer to Preseparator y' ____ 2]Jdrr22, Bvifdfng _... ._.____. -------- _..._. ���-'"`---' �A �� Mrical and; lnstmmert�ativn i Hcll i Metal DocrsB Handwau& Tom'— HVACi a Masonry ..__.._____-_•-_.._____"•_ - .. ........... 9 Dverheatl Doors C=l WindowslGliwing Joint Spalem/ FirtiMaLng l� Plumbing .._._"Inte of Fi%isfl pih', GYPdar,- . 'gs ' ' _--® ereak��m/R1yICa6inets$Vand esltq ..._.__._, ._. _______ _________ ft� 5peoielfies; i Painting / Spetla] Coatings j B Ceremi: Tile fN i t?+al � �_--...____9Pliances i ---------------- quiprhent andAppliances © Woe Fmrjtme Fire SDdfikl_s_t.an O Oracle Corporation 5-22 City of Fort Worth VCWRF Biosolids Management Project Exhibit 5-2. Preliminary Construction Plan [Submission in accordance with Design -Build Schedule and Company's RFP Proposal Subsections 3.2.2(b) 5-23 City of Fort Worth VCWRF Biosolids Management Project APPENDIX 6 GOVERNMENTAL APPROVALS 6.1 Purpose of Appendix This appendix defines the responsibilities of the Company and the City for obtaining and maintaining the Governmental Approvals required for the performance of the Contract Services in accordance with Articles IV, VI, X, XI and XII1. 6.2 Overall Responsibilities for Obtaining and Maintaining Governmental Approvals Responsibilities for obtaining and maintaining Governmental Approvals for the Company and the City are detailed in the following sections. The schedule for permit applications submitted by the Company is set forth in Exhibit 5-1 within Appendix 5. Permit application review times for the City are set forth in Table 9-1 within Appendix 9, Section 9.2.1. Additional discussion of the City's review of permit applications is summarized in Appendix 9, Section 9.3. 6.2.1 Company Responsibilities The Company shall act as the City's agent and be responsible for identifying, preparing applications for, obtaining and maintaining all Governmental Approvals necessary for the development, design, construction, and operation of the Managed Assets, except. for those Governmental Approvals specifically indicated as the City's responsibility to obtain in Table 6-1 within Appendix 6, subsection 6.2.1. When the City is the responsible lead party for obtaining a Governmental Approval, the Company shall provide the information, plans, and support requested to assist the City in obtaining those Governmental Approvals (including renewals) within the timeframes specified in Exhibit 5-1 within Appendix 5. The Company shall be responsible for continuous compliance with all Governmental Approvals obtained by the City related to the performance of the Contract Services. The Design -Build Work Schedule in Exhibit 5-1 within Appendix 5 includes the Company's schedule for submitting all Governmental Approval applications to the City for review and to the Governmental Body. The City shall waive payments of fees, security or deposits associated with the application, issuance, maintenance, and renewal of all applicable Governmental Approvals required by the City as the regulatory authority for the performance of the Contract Services. The Company shall provide copies of all documents to the City upon request. Should aspects of the Company's design necessitate additional permits, the Company shall be responsible for obtaining there. Should aspects of the Company's design or other project requirements as defined in the Service Contract necessitate an amendment to any of the City - obtained Governmental Approvals, the Company shall be responsible for preparing amendment documents and providing to the City for submission. Should aspects of the Company's design necessitate supplemental environmental review, the Company shall be responsible for drafting, revising, and finalizing any supplemental environmental review documents on behalf of the City as required to support its design and Governmental Approvals applications. The Company shall be responsible for verifying any and all permits required to perform the Contract Services. Omission of any required Governmental Approvals from this appendix does not relieve the Company of responsibility for identifying and obtaining any and all permits required 6-1 City of Fort Worth VCWRF Biosolids Management Project for performance of the Contract Services, except for those expressly listed as a City responsibility, and from paying their associated costs. The Company shall conduct all testing and prepare all reports and applications and other information as required to obtain and to maintain all Governmental Approvals required by Applicable Law for the performance of the Contract Services. The Company shall provide the City assistance in the following permit -related tasks: collection and presentation of operational data to support information needs and the maintenance and continuance of historical record -keeping activities required to establish and document the impact of existing operational activities analysis and projection of the capacity and capability of unit processes to meet projected biosolids production rates sharing of information and insight on compliance and regulatory issues addressed by other Company projects and communities served, but such obligation shall not include any major data collection effort evaluation of existing City policies to enhance operation and maintenance, environmental compliance, and documentation input into regulatory review processes Lr advance notification of potential changes and modifications to legislation or regulations that affect the performance of the Contract Services ® development of alternative plans or scenarios to address new regulations and legislation related to the performance of the Contract Services attendance at hearings and meetings by informed representatives of the Company with the City and regulators, as may be reasonably requested. ® Table 6-1. Responsibility for Obtaining and Maintaining Governmental Approvals for Management Services and Design -Build Work Table 6-1. Responsibility for Obtaining and Maintaining Governmental Approvals for Management Services and Design -Build Work Governmental Approval- Governmental Body Responsibility Governmental Approval Application Date Assumed Approval Issuance Datee Operations Company to submit needed biosolids TPDES Permit info for permit Update for application. City Biosolids Class A will submit and Class AB TCEQ application. 6-2 City of Fort Worth VCWRF Biosolids Management Project Operator Certification TCEQ Company Company shall submit and be named permit owner. Permit to be transferred to City upon Air Emissions completion of the Permit TCEQ/EPA work. Vehicle Operators Department of License Motor Vehicles Company All others Company Design and Con.5mction Grading permits, including erosion control City Company Building permits, including structural, mechanical and plumbing permits, pressure vessel permits, fire approvals, etc. City Company Electrical permits City Company TWDB CWSRF Approval of Plans and Specifications TWDB Company TWDB CWSRF Company to Approval to Start prepare application Construction, for City; City to including submit. Company Environmental to also support Information public hearing Document (EID) TWDB process. All others Company NOTE a. See Table 9-1 within Volume 3, Appendix 9, subsection 9.2.1 for City review timeframes and Exhibit 5-1 within Volume 3, Appendix 5 for application due dates for the Company. 6-3 City of Port Worth VCWRF Biosolids Management Project NOTE b. See Volume 2, Article X, subsection 10.9 (1) for conditions under which delays to the J assumed approval issuance date for certain permits may result in schedule relief for the Company. [Reference Volume 1, Schedule 2, Part 2, Section 3.2.1(i) which requires Proponent to submit schedule for permitting and design activities. 6.2.2 City Responsibilities The City shall, upon the Company's request, assist the Company in the Company's efforts to obtain Governmental Approvals, provided that in no event shall the City's level of assistance be construed as City fault for the failure of the Company to secure permits, notwithstanding the Company's obligations to obtain all permits unless specifically identified as the responsibility of the City in Table 6-1 within Appendix 6, Section 6.2.1. The City will assist the Company by providing supporting information for permit applications, reviewing permit applications, and attending key permitting agency meetings at the request of the Company for those permits identified as the Company's responsibility within the timeframes set forth in Table 9-1 within Appendix 9, Section 9.2.1. Supporting information shall include information that the City has already developed or that is readily available to the City. When the Company requests assistance from the City, the Company shall notify the City in a timely manner regarding upcoming Company meetings that the City should attend. In addition, the City may attend permit hearings and pre -application meetings at its sole discretion. The City will pay (or have waived) the application fees for City Building Permits. Prior to submission, Company shall notify City to enable City coordination of payment or payment waiver. 6.3 Required Governmental Approvals for Management Services Table 6-1 within Appendix 6, Section 6.2.1 lists permits that will be required for the operation and maintenance of the Managed Assets. The Company shall operate and maintain the existing Biosolids Production Site including the Return Flows pump stations,. ponds, and the upgraded Biosolids Processes in accordance with Governmental Approvals identified, but not limited to, those listed in Table 6-1 within Appendix 6, Section 6.2.1. The Company shall, in a timely manner, generate, file in an organized and readily retrievable manner, store, sign as the Principal Operator, and provide to all Governmental Bodies all information, applications, renewals, or modifications of permits, including City permits, notices, and reports, including operational data and reports, maintenance and continuance of historical record -keeping activities required to establish and document the impact of operational activities, and sampling or testing results. The Company shall not conduct any sampling or testing not required by Applicable Law without the prior written approval of the City, except in case of an emergency. The Company shall certify in writing at the time of filing that review copy or data, reports, and information is true, accurate, and complete to the best of the knowledge of the Company. The Company shall immediately notify the City with any and all information as it becomes available relative to any activity, problem, event, or circumstance that is an abnormal condition that threatens or may threaten compliance with permit requirements or the public health, safety, or welfare, or disrupts operations or requires notification to regulatory agencies. 6-4 City of Fort Worth VCWRF Biosolids Management Project The Company is responsible for maintaining all existing permits, certifications, approvals, warranties, guarantees, easements, and licenses that have been granted to the City related to performance of the Contract Services. 6.4 Required Governmental Approvals for Design -Build Work Table 6-1 within Appendix 6, Section 6.2.1 lists Governmental Approvals that will be required for the design and construction of the Biosolids Solution. In addition to the design packages required under Appendix 9, Section 9.4, the Company shall be responsible for developing any design packages required by the appropriate Governmental Body. Certain permits may be in the name of the City but the Company is responsible to obtain and maintain these permits. 6.4.1 Final Engineering Design Report for TCEQ As noted on Table 6-1 within Appendix 6, subsection 6.2.1, the Company is responsible for obtaining approval from the Texas Commission on Environmental Quality (TCEQ) of a Final Engineering Design Report, as described herein and in Appendix 9, Section 9.4 which wilt summarize the Company's proposed design for the Biosolids Solution. Subsequent to this approval, further detailed design review will be provided by the City with support from the Owner's Representative (ORep) team. The Company shall prepare a Design Report in accordance with the timeframes set forth in Exhibit 5-1 within Appendix 5. The City will review the Design Report and return one marked -up copy with comments in accordance with the timeframes set forth in Table 9-1 within Appendix 9, Section 9.2.1. The Company shall then submit the Design Report to TCEQ for review as part of the standard TCEQ design review process. However, a revised Design Report may be required by TCEQ in the event of major design changes subsequent to the approval. 6.4.2 City Planning and Land Development Approvals The Company shall be responsible for meeting all requirements of the City of Fort Worth Plan Commission and obtaining all applicable City approvals and local permits. This process is summarized here, but the Company is responsible for ensuring that all requirements are fulfilled. Should the Company's design or construction extend to areas outside of the current Site property boundaries, the Company shall be responsible for obtaining all necessary permits and approvals to use these offsite properties. Extending improvements outside of current property boundaries is not anticipated for the performance of the Contract Services and will require special approval by the City. 6.5 Status of Existing Governmental Approvals This section provides an overview of the current status of the City's existing TCEQ Permits for the Biosolids Processing Site. 6.5.1 Biosolids Processing and Land Application Permit Requirements The following sections describe in greater detail the Company's general responsibilities and requirements related to the Biosolids Provisions of the City's TPDES Permit, as well as those 6-5 City of Fort Worth VCWRF Biosolids Management Project related to the renewal for the existing Site, modification and renewals for the upgraded Site, and new permits. In both cases (for the existing and upgraded Site), if the TCEQ Permit requirements are more stringent than assumed herein, then this shall be considered a Change in Law and the Company may be entitled to relief in accordance with Article X, Section 10.9 and Article XVI, Section 16.2. (a) Company Responsibilities The Company shall be responsible for complying with all applicable biosolids standards and air permitting requirements under which the site operates. This also includes noticing or permitting land application sites with federal, state or local authorities. Additionally, the Company shall maintain and provide all reports, notices or other information as required by the state of Texas and the U.S. Environmental Protection Agency (EPA) for compliance with the biosolids TPDES provisions and air permitting requirements, and any other program areas related to the Company's contractually obligated activities. The Company shall be responsible for assisting the City with TPDES Permit renewal applications. Specifically the Company will provide all necessary biosolids data and information to ensure the biosolids provisions of the application are complete and accurate. In addition the company shall have sole responsibility for air permit renewal activities. Both digital and hard copies of air permit application(s) shall be maintained for the life of the Service Contract, and copies shall be provided to the City upon request. Copies of air permits and other regulatory documentation shall be maintained at the project site and copies made available to the City in digital and hard copy format. (b) Existing Biosolids Process at the Site The City's current practice includes production of TCEQ Class AB Biosolids onsite and subsequent beneficial reuse. The Company shall continue to produce Class AB Biosolids onsite in accordance with the biosolids provisions of the City's current TPDES Permit until Acceptance. However, prior to Acceptance the Operator may propose an alternate interim solution in place of current Class AB biosolids land application. For such a proposal to be considered it must be cost competitive, meet all applicable regulations and cannot create nuisance conditions or liability to the City. Operator will be responsible for the operation, maintenance, transportation, marketing, regulatory and other activities associated with any proposed alternate solution. The City will not consider proposals that utilize landfilling or land application.of Class B biosolids as the primary means of reuse/disposal. However, landfilling may be considered for disposal of non -conforming material. and as a backup system following Acceptance. Any requirements in new or renewed TCEQ permits for Class AB Biosolids Processing and land application that differ from the current permits will need to be complied with during the operating period prior to Acceptance of the Biosolids Solution, and following Acceptance for use as a backup process. 6.5.2 Industrial Pretreatment Program Return flows shall be compliant with the general and specific prohibitions listed in Section 12.5- 610 of the City's Industrial Pretreatment ordinance related to the Village Creek Water Reclamation Facility, as well as the limits in Section 3.2of this Appendix. However, an industrial pre-treatment permit and associated administrative procedures will not be required. For more information refer to the Pre-treatment program information on the City's web site at City of Fort Worth VCWRF Biosoli!ds Management Project http:l/fortworthtexas.gov/waterlpretreatment/ordinances/. 6.6 Additional'Requirements for the Performance of the Contract Services The following section presents a discussion of the status of other permits, laws, and potential future regulations as they relate to the Village Creek Water Reclamation Facility Biosolids Site. 6.6.1 Redundancy and Reliability The Company shall provide the minimum backup requirements for the upgraded Site in accordance with the TCEQ Design Criteria for Domestic Wastewater Systems, and as needed to meet the Performance Guarantee Requirements in Appendix 3. 6.6.2 Easements Should the Company's design or construction activities require modification of an existing easement agreement, the Company shall be responsible for negotiating any such modifications with both parties to the easement or, if unsuccessful, modifying its design to avoid the need for such a modification. The company staff also be responsible for easement document preparation for review and approval by the City. 6.6.3 Monitoring Requirements Monitoring requirements in the TCEQ Permits may change upon permit renewal for the existing Site, or upon receipt of new permits including air emissions. Project Company shall comply with monitoring requirements as defined in the permits. In addition, Project Company shall perform and document sampling as required to monitor the quantity and quality of biosolids Feedstock and production, chemicals and utilities used, and other parameters required for calculation of operating and maintenance cost and fee to City. Monitoring of the Return Flows should be performed according to Table 3-1 within Appendix 3, Section 3.2. Additional information on monitoring requirements can be found in Appendix 7, Section 7.7.5. 6-7 City of Port Worth VCWRF Biosolids Management Project APPENDIX 7 QUALITY PROGRAM 7.1 Purpose of Appendix This appendix describes the minimum requirements for the Company's overall Quality Program (Quality Program) including its Design -Build -Operate Quality Management Plan (QMP) in accordance with Article X, Section 10.1. The QMP shall define quality control (QC) and quality assurance (QA) procedures that shall be implemented during permitting, design, construction, start-up, commissioning, Acceptance Testing, operation, maintenance, and asset management of the Managed Assets. The QMP shall describe the delivery system which includes the processes and procedures for permitting, engineering, project management, project controls, purchasing, construction, construction management, and operations and maintenance. The QMP shall describe the processes that support the project execution. These processes include safety, document control, internal auditing, corrective action, and record control. 7.2 City's Quality Objectives The Company's overall Quality Program, including quality control and quality assurance, shall be consistent with and support the City's overall expectation of high quality and the following overall quality objectives: • Ensure that the Company implements a well -developed quality program to help meet the City's and Company's objectives for the performance of the Contract Services. • Ensure that permitting, design, construction, transition planning, start-up, commissioning, Acceptance Testing, operation, maintenance, and asset management of the Managed Assets are consistent with the Service Contract. Integrate and coordinate scientists, designers, engineers, operators, permittingpersonnel, and construction contractors into all development, design, and review phases of the Design -Build Work to verify quality of work. Provide durable, dependable, and high -quality materials, installation, and equipment compatible with and proven in wastewater treatment applications. ® Develop and implement systems to assure that problems are discovered early, resolved in a timely manner, corrected adequately, and do not recur. ® Complete work in accordance with schedules and deadlines. • Provide independent oversight equipped with adequate resources to assure that quality is not compromised. 7.3 Company's Quality Management Responsibilities The development and implementation of the overall Quality Program shall be the responsibility of the Company, which recognizes the City's emphasis on high quality for the performance of 7-1 City of Fort Worth VCWRF Biosolids Management Project the Contract Services. The Quality Program shall integrate permitting, design, construction, operation, maintenance, and asset management and shall include detailed quality control and assurance programs, staffing assignments and communication protocols, training, and other aspects as defined below. The Company's Quality Program shall define how the Company will ensure that the City's quality objectives are met, including provisions for involving City representatives in discussions related to quality and provisions for reporting quality assurance findings to the City. In addition, the Company's Quality Program shall ensure that: ® Project staff, including Subcontractors, are qualified to perform their duties and meet all necessary regulatory and project -specific training requirements. Each significant Subcontractor establishes and implements a quality control program as a contractual requirement. The Company commits to reviewing Subcontractors' quality plans, audit Subcontractors' work (including inspections and verification testing), and provide feedback regarding audit results and recommendations for areas of work that do not meet requirements or could be improved. ® A strong emphasis is placed on selection of quality materials and equipment during the design and on quality workmanship during construction. ® Items and services procured for the performance of the Contract Services meet all necessary quality requirements. • Communication and coordination procedures among team members are clearly defined and implemented, particularly if team members are located in different offices. ® Quality control work is documented and documents are properly managed and controlled. • Work is properly planned and implemented according to established procedures. ® Work is reviewed and quality processes are audited by the Company for effectiveness. • Deficiencies are documented and effective corrective action is promptly completed. ® Work processes are continually improved through analysis of root causes and feedback of lessons learned. To achieve these goals, the Company shall: Develop an overall Quality Management Plan. The QMP shall describe in detail the Company's comprehensive program to ensure that the Company's Quality Program responsibilities and the City's quality objectives will be met. Provide adequate resources dedicated exclusively to the Quality Management Plan's implementation. QAIQC staff must function independently of production staff and be empowered to enforce the Quality Program's objectives, define quality expectations, independently verify quality, and investigate the causes of poor -quality work. 7-2 City of Fort Worth VCWRF Biosolids Management Project o Define roles and responsibilities. The Company shall clearly define and communicate the roles and responsibilities and quality standards among all parties performing the Contract Services, including Subcontractors, to ensure quality standards are met. Manage documentation. The Company shall ensure accurate and complete documentation and records management using a comprehensive Web -based document management system and project record filing system, described further in Appendix 7, Section 7.7 and in Appendix 9, Section 9.7. 7.4 Submittals The Company's preliminary QMP meeting the requirements of this section is attached as Exhibit 7-1 within Appendix 7. In accordance with the timeframes set forth in Exhibit 5-1 within Appendix 5, the Company shall submit copies of a draft and final QMP, including expanded QA/QC plans for the permitting, design, construction, and operation phases, as well as for asset management services, to the City for review. The City will review the QMP drafts and return one marked -up copy with comments in accordance with the timeframes set forth in Table 9-1 within Appendix 9, Section 9.2.1. The QMP shall show how quality will be managed for all permitting, design, construction, operation, and management activities. Completion of the final construction and operation QA/QC plans, incorporating the City comments, is a Construction Date Condition. Revisions and updates to the Company's QMP may be proposed by the Company as the performance of the Contract Services progresses. Changes to the Quality Program or QMP shall require the approval of the City. These revisions and updates may occur in one or more iteration within the timeframes set forth in Exhibit 5-1 within Appendix 5 and Table 9-1 within Appendix 9, Section 9.2.1. The Company shall not initiate any of the work under a proposed change to the Quality Program or QMP until reviewed and an acceptable Quality Program change is in place. 7.5 Minimum Requirements for Company's Quality Management Plan 7.5.1 Overall Plan Requirements The Company's preliminary QMP and subsequent revisions shall include, at a minimum, the following information for each phase of the project: the Company's overall quality approach, including its QC and QA philosophy and approach for each phase and a discussion of methods that will be used to assure that contracting and subcontracting relationships will support the Company's and the City's quality objectives minimum staffing and resource commitments for QC and QA activities for each phase, including fully explained responsibilities and authorities organization charts for each phase showing the relationship and reporting plan for the QC manager, special inspectors, field engineers, design engineers, subcontractors, the City, and others, including descriptions of the relationships of QC and QA staff to the monitored organizations performing the work 7-3 City of Fort Worth VCWRF Biosolids Management Project ® definition of design change process during construction describing the sequence of events to implement a design change and documentation of the design change which incorporates the City's right to review and reject, at any time, any design change that is not in accordance with the Service Contract ® a description of the Company's process to identify, document, and reach concurrence on corrective action for incidents of construction nonconformance o procedures to monitor budget and schedules procedures to monitor project deliverables by each project phase in terms of facility, process, due date, status, and certification, and organized by responsible manager 0 other QA and QC procedures and documentation requirements in detail. 7.5.2 Permitting QAIQC Plan The Company's permitting QA/QC plan shall also be presented in detail in its QMP. The permitting QAIQC plan shall, at a minimum, address the following: ® roles and responsibilities for permitting ® documentation of assumptions C standards and methods to be used procedures for communicating permitting -related information and design constraints to the design engineer procedures for ensuring that permit requirements are incorporated into design and construction documents and for verifying compliance during construction and operation. 7.5.3 Design QAIQC Plan The Company's design QAIQC plan shall be presented in detail in its QMP The design QAIQC plan shall identify the roles, responsibilities, and procedures necessary to ensure that design quality is maintained during the development, review, and approval processes. Controls shall be established to ensure design development is coordinated with permit requirements and to obtain input from the Company's construction and permitting teams. Coordination shall include all internal and external parties involved in the design development and review process, including interdisciplinary reviews and constructability reviews, as well as the verification process used to ensure that changes are clearly and consistently shown on all affected design documents. Methods shall be incorporated to ensure that all design issues and reviewer comments are identified and tracked until they have been addressed and/or incorporated into the design. Tracking documents showing resolution of internal/external reviewer comments shall be developed, maintained, and be available to the City for review. 7-4 City of Fort Worth VCWRF Biosolids Management Project External reviewers, which_ includes qualified engineers, architects, and construction and operations specialists that are separate from and independent of the design production team, shall provide written comments on the design documents for major design and permitting submittals, 'including the 30 percent, 60 percent, and 90 percent design submittals. The Company's Engineer of Record shall respond in writing to each comment. Specific quality review procedures may include the following: ® use of checklists and review guides for drawings, specifications, cost estimates, and code analysis for the architectural, civil, structural, mechanical, HVAC, plumbing, and fire protection aspects of the Design -Build Work • use of continuous quality control reviews, design checks, and document control procedures intradisciplinary checking of calculations and design deliverables interdisciplinary coordination and design review review of drawings and specifications by qualified construction and operation specialists to review the project for constructability and operability. The design QAIQC plan shall ensure that documents are not provided for City review until all internal interdisciplinary and constructability reviews have been completed. The design QAIQC plan shall specifically include provisions meeting the International Building Code (IBC) requirements of seismic quality assurance plans. Measures shall be taken to ensure that designs are not released to construction until authorized and approved by the Engineer of Record. Design documents shall clearly show detailed quality requirements such as: 4. construction tolerances O requirements from codes and standards that are to be followed during construction m equipment model numbers ® ASTM and industry standards material requirements m any test reports or certifications required from the manufacturers. 7.5.4 Construction QAIQC Plan The Company's construction QAIQC plan is presented in its preliminary QMP and shall be revised in more detail prior to construction. 7-5 City of Fort Worth VCWRF Biosollds Management The Company's design firm shall oversee all Design -Build Work and certify that all construction is consistent with Contract Standards, including construction standards. Design firm oversight shall include shop drawing review and the construction 'oversight activities. A procedure for ensuring the performance of the design firm(s) oversight, for documenting design firm(s) performance, and for obtaining certifications by the design firm(s) shall be included, including routine inspections of the work during the construction phase to confirm design compliance and workmanship as set forth in the project's inspections and testing log. Internal audits shall be conducted to ensure compliance with QA/QC procedures, the project delivery framework, and Quality Program. During the construction, engineering personnel involved in making design decisions shall remain involved (including receiving periodic updates on the progress of the construction and making site visits during key points in the construction related to their respective design expertise) to ensure that the Design -Build Work design complies the Construction Standards. Each person in the Company's organizational structure for the project shall have a specific scope of responsibility, accountability, and authority for quality achievement. The Company's construction QA/QC plan shall incorporate the construction quality control procedures and manuals. Leadership from all phases of the project shall develop a quality plan during a team chartering session that shall focus on what type of effort it will take to meet the City's expectations and requirements of the Service Contract. The construction quality control activities shall address the following as applicable: • concrete • subsurface foundations • pre -stressed concrete tanks • structural and miscellaneous steel • piping • process equipment • odor control equipment • electrical power and lighting installation • electrical/pneumatic instrumentation, and control system installation • architectural • non -process and miscellaneous items. The Company shall be responsible for controlling the quality of all work, including work of its Subcontractors and suppliers, and for ensuring that the required quality is achieved. The construction QA/QC program shall describe the Company's approach to: • onsite quality 7-6 City of Fort Worth VCWRF Biosolids Management Project • offsite quality (manufacturing, fabrication, and assembly) • construction QAIQC organization • programs for orienting and training staff and Subcontractors • methods and procedures used to assure that quality is achieved during all stages of construction ® quality control, including inspection and testing. Procedures shall clearly define QAIQC activities, including responsible parties, roles, and work products ensuring that the work is constructed as specified and required. Inspections shall be performed by inspectors who are not responsible, in whole or in part, for the scheduling or construction of the work being inspected. The construction QAIQC plan shall include a QAIQC work plan that details the QAIQC submittals for construction. These requirements shall be written with sufficient clarity to allow the City to verify that the construction QAIQC plan is being fully implemented, all work is inspected, and that all deficiencies are being identified and resolved promptly. The Company shall provide sufficient notice to the City's Contract Administrator in advance of covering any work to allow the Contract Administrator to verify the work conforms to the Service Contract requirements. The construction QAIQC plan shall include clearly defined instructions for performing inspections including: the work attributes to be inspected and tested Performance Guarantee requirements frequency of inspections and testing • the requirements for documenting the inspection results. Inspection and test records shall be kept current (not less frequently than daily), and shall have sufficient detail to enable the City's Contract Administrator to identify inspections and tests that have been performed, and the results. The plan shall show methods to be implemented to identify and track all unsatisfactory, deviating, and nonconforming work until the required repair, rework, or replacement is performed, and the work has been re -inspected and accepted. The City shall be informed of all unsatisfactory and nonconforming conditions, and the Company's plan for corrective action. The plan shall assure the quality of all material and equipment. Procedures shall be implemented to verify that the procurement documents meet all Construction Standards, and that quality has been controlled during the manufacture and testing of all major or critical equipment being fabricated specifically for the performance of the Contract Services. The plan shall require receipt inspection of all material and equipment to ensure that it meets all Construction Standards. The plan shall include preparatory inspections of materials and equipment prior to incorporation into the construction to ensure compliance with the Contract Standards. Initial inspection at the start of each new phase of construction shall occur to ensure methods, techniques, and standards of workmanship are in compliance with the Contract Standards. mA City of Fort Worth VCWRF Biosolids Management Project Follow-up inspections on a frequent basis shall occur as necessary to ensure that construction is proceeding in accordance with the Contract Standards. The plan shall include a process to identify, document, track, and close out all field non - conformances so that any deficient work is identified, tracked, repaired, and re -inspected for acceptance. The Company's quality team shall perform workmanship reviews to prevent deficiencies and nonconformance of work by monitoring those activities that affect quality during the design and construction. The Company shall provide feedback to the City regarding audit results and recommendations for areas of work that do not meet QMP requirements, or that could be improved. The City shall be given access to all offsite manufacturer and storage locations for the purpose of observing fabrication and offsite testing and storage. The Company shall advise the City of the schedule for all offsite testing of equipment and materials. The construction QAlQC plan shall include monitoring procedures to ensure that material and equipment is being stored and maintained according to requirements of the designer and the manufacturer. Documentation such as material test reports, certifications, and equipment test results must be received to demonstrate compliance with the approved. design. The Company shall organize all results for archiving by the City consistent with a file coding system approved by the City. The Company shall provide full-time construction inspection and testing for the performance of the Contract Services. Construction inspectors, who shall be provided with the latest designs released to construction, shall perform initial verification of procurement and construction activities, so that any nonconforming work will be identified at an early stage. In this regard, the plan shall clearly identify the circumstances under which the Company's soils engineer will be involved in construction. quality oversight. Controls shall be provided to ensure that inspections and testing are being performed using the latest approved design documents and shop drawings. Procedures shall ensure that an adequate number of inspection personnel (as defined by the Company's QMP) are available at all times, and that all inspectors are qualified, trained, and proficient in performing inspections for the work to which they are assigned. The Company shall perform all testing and inspections as required by the Service Contract, approved design documents, codes, regulations, and standards (such as ACI and ASTM). If there are any conflicts in the testing requirements between the Service Contract and the design documents, and recommendations or requirements shown by codes, regulations, or standards, the more stringent testing requirements shall apply as determined by the City. All testing shall be performed by individuals who are qualified and experienced in providing these testing services. Equipment used to perform tests shall be of the stipulated type and model, and shall have been calibrated according to requirements in the testing procedure. The Company shall hire a certified independent testing laboratory acceptable to the City to perform all laboratory testing. Lab tests include: 8 the proposed concrete mix design concrete aggregate tests 7-8 City of Fort Worth VCWRF Biosolids Management Project strength of concrete field test cylinders m gradation and moisture density relationship of soils m others as required or specified by the Company's Engineer of Record. Onsite tests shall be performed methodology. The collection by an experienced, qualified, and certified testing company. Onsite tests include: ® concrete slump concrete air entrainment ® concrete temperature • casting of concrete test cylinder specimens ® in -place testing of concrete strength ® compaction density testing of soils • coating thickness measurements anchor bolt pull tests ® structural bolting torque A welds m coatings others as required or specified by the Company's Engineer of Record. 7.5.5 Operations and Maintenance QA/QC Plan The Company's operations and maintenance QAIQC plan shall be presented in the QMP. The QMP for operations shall differentiate any elements that differ before and after Acceptance. The operations and maintenance QA/QC plan shall at a minimum, address the following: • rules and responsibility for operation • Level of training (or certification) required if any ® record -keeping and other documentation • how Performance Guarantee requirements will be met o procedures for addressing operations problems and/or permit requirements. 7-9 City of Fort Worth VCWRF Biosolids Management Project The Company's Operations and Maintenance QAIQC plan shall also detail the Company's sampling, collection and analytical procedures. All feedstock, return flow and compliance monitoring will be collected and analyzed using appropriate of samples shall be based on the following standards to ensure the integrity of monitoring activities. At a minimum these procedures will include: • Detail appropriate cleaning, maintenance or calibration procedures of sampling related equipment to ensure the collection of valid samples and analytical data. • Chain -of -custody protocols will be utilized for all feedstock, return water and compliance monitoring samples. • All documentation associated with feedstock, return water sampling and compliance monitoring shall be maintained as required by law and this Service Contract. • Company shall provide split samples upon request by the City. • For feedstock and return flow sampling the Company's QA/QC plan shall at a minimum contain the following: o Company shall collect representative samples of combined flows returned to Village Creek WRF. These will include but not limited to stormwater, sewer, condensate, centrate, and facility process water. o All grab and composite samples will be properly collected, preserved and analyzed within the required holding times in accordance with the latest approved edition of Standard Methods. Furthermore, return flow sampling shall be performed according to Table 7-1 below. Feedstock sampling shall be performed according to Table 7-2 below. Alternate sampling and testing procedures can only be implemented with prior written approval from the City. o Automatic composite samplers shall be calibrated at least once per quarter for individual sample volume. o Composite samplers will be properly operated and maintained to ensure sample integrity, including but not limited to sample preservation, sample container cleaning, and replacement of automatic sampler tubing. o Composite samplers shall be refrigerated or packed with Ice to coo[ the samples. The refrigeration temperature for all automatic samplers and sample storage units shall be checked daily to ensure proper sample storage temperature. o The QAIQC plan will also include provisions for providing split samples to the City upon request. o Samples associated with feedstock or return flow monitoring may be analyzed by sending the samples to a properly accredited third party laboratory, or by the Company's laboratory provided that it can accurately perform the analysis using approved wastewater methodology. 7-10 City of Fort Wokth VCWRF Siosolids Management Project Table 7-1. Return Flow Sampling & Monitoring Requirements RETURN FLOW SAMPLING REQIJ1REPAI<NT5 (See Mote 03 below) STY PARAMETER METHOD COLLECTION & PRESERVATION PtE 24 hr. Composite Carbonaceous 5-day (CBODs) SM 5210 8 1-1000 mL plastic bottle (minimum Y2 gallon); (Note #1) Cool < 6°C Chemical Oxygen Demand 24 hr. Composite HACH 8000 1- 250 mL plastic or glass bottle; pH<2 with (COD) (Note #1) H2SO4, Cool < VC Total Phosphorous 24 hr. Composite EPA365.4 1- 500 ml plastic bottle; pH < 2 with H2SO4; Cool (Note #1) (Issued 1974) < VC 24 hr. Meter will be installed, calibrated and maintained Total suspended solids (TSS) Online TSS NIA per manufacturer's specifications.to ensure Meter accurate results. Ortho - Phosphate as P Grab (Note#2) EPA 365.1 Rev. 2.0 (1993) 1- 250 mL plastic or glass bottle; Cool < 6°C Ammonia (NH3) Grab SM 4500 NH3 B,D - 500 ml plastic bottle; H2SO4, pH <2; ice; Cool (Note Notes (1) - 24 hour composite sampler will be refrigerated or packed with ice to cool samples (2) - While the return water pump system is operational the Company shall collect a grab sample at least once every 8 hours. (3) -Company shall maintain a written log detailing the operational status of the return water pump station. The log will specify times and dates when the system is operational and document any shutdowns. (4) - pH of return water will be collected at least once per day. Table 7-2. Feedstock Sam fin & Monitoring Requirements FEEDSTOCK SAMPLING REQUIRtMENTS PARAMETER SAMPLE METHOD COLLECTI0119 & PRESERVATK)AI TYPE 24 hr. Meter will be installed, calibrated and maintained Total suspended solids (TSS) Online TSS NIA per manufacturers specifications.to ensure Meter accurate results. (Note #1) Grab """"My"'y '"""' 1 - 500 ml plastic bottle; H2SO4, pH <2; ice; Cool Ammonia (NH3) (Note #2,3) by SM 4500 NH3 < 6,C B, D Notes (1) -For instances when the TSS meter is not available grab samples will be collected by the City at least twice per day. Grab samples will be composited and tested according to approved methodology. Split samples will be made available upon request. (2) - Feedstock shall be centrifuged to obtain dissolved ammonia samples and minimize color interferences due to solids. (3) - Ammonia Feedstock sampling and testing shall be performed by the City at least once per day. Split samples will be made available to the Company upon request 7-11 City of Fort Worth VCWRF Biosolids Management Project Samples associated with biosolids compliance monitoring shall be collected, preserved and analyzed within required holding times as required by the TPDES permit and 30 TAC Chapter 312. All samples associated with biosolids compliance monitoring shall be analyzed by a properly accredited third party laboratory. However, biosolids compliance monitoring for pH and percent solids may be analyzed by the Company's laboratory using approved methodology. • Samples associated with air compliance monitoring shall be collected, preserved, tested and/or analyzed within required holding times as required by the facility's air permit and any applicable air rules and requirements. All samples associated with air compliance monitoring shall be analyzed by a properly accredited third party laboratory or testing company, unless otherwise authorized by the Service Contract. The Company shall develop and implement a QA/QC plan to ensure the accuracy of all analytical results obtained in the Company's laboratory. A copy of the QAIQC plan shall be provided to the City for review and comment in the draft QMP. This plan shall include, but not be limited to, the following: • written programs, procedures, and standards for laboratory activities • annual laboratory audits to be conducted by an independent audit agency. This requirement can be waived or reinstated upon written notice by the City ® annual laboratory and sampling review conducted by Company laboratory & sampling specialists covering sample collection, custody, storage and preservation. For samples analyzed in the onsite laboratory the review will evaluate sample preparation, analytical methodology, and data validation • precision and accuracy testing with every batch of analyses conducted each day in accordance with the QA/QC program and "Standard Methods for the Examination of Water and Wastewater," latest approved edition • required use of bound, numbered bench sheets for recording laboratory information • use of good laboratory practice in testing, record -keeping, validating, reporting, and selection of chemicals and glassware. For return flow and biosolids sampling activities, the Company shall coordinate with the City and provide spilt samples when requested. The City, at its sole expense and cost, may also perform testing, sampling, and analytical procedures as it deems necessary. 7.5.6 Asset Management QA/QC Plan The Company's asset management QAIQC plan shall also be presented in detail in its QMP. The asset management QA/QC plan shall, at a minimum, address the following: ® consistent and continued pursuit of improvement O timely identification of performance changes ® local, state, and federal regulatory compliance 7-12 City of Fort Worth VCWRF Biosolids Management Project • legally defensible documentation • triggers for outside technical support • analytical accuracy fully supported by documented QA/QC • organized and scheduled responses to regulatory and client requests. The asset management QA/QC plan shall include an inspection/audit system to identify and report on deficiencies and then develop a plan for correcting those deficiencies and preventing their reoccurrence. This plan shall provide a system that manages and tracks all samples, analyses, quality assurance records, and equipment recordings. It shall ensure that the data generated is both accurate and precise from the standpoint of all certification and regulatory standards. 7.6 City Role in Quality Assurance The City intends to have a full-time Contract Administrator during construction. The City intends this individual to be a part of the City's independent quality assurance program. The Company shall be fully responsible for implementing its own comprehensive Quality Program (including quality assurance and quality control) and shall not depend in any way on the observations of the City's representative to substitute for its own obligations. The City shall be provided in a timely manner with duplicate copies of all Quality Program documentation including: • quality control inspection reports • quality control test reports • nonconformance reports • quality assurance reports • equipment test reports • material test reports • quality control personnel qualifications and certifications. 7.7 Document Control The QMP shall also include the Company's method for maintaining document control, including staff responsibilities. The Company shall use a Web -based document management software as described in Appendix 9, Section 9.7. The Company shall include in the QMP its methods for staff checking out files and preventing correspondence files and documents from being lost, stolen, or misplaced. The City shall have, at minimum, read-only access to the Project Company's document management system. Document control procedures must meet any applicable standards as required by the environmental management system as described in Appendix 7, Section 7.8. 7-13 City of Fort Worth VCWRF Biosolids Man 7.8 Environmental Management System (FINIS) The contractor will assist with implementing the City's Environmental Management System (EMS), that is certified by the National Biosolids Partnership (NBP). Company EMS activities shall include following: ® provide EMS support for the Company's contractually obligated activities. These activities include but are not limited to: o Storage of anaerobically digested sludge; o Chemical treatment; o Dewatering and drying activities; o Storage of dewatered and dried materials; o Loading, transportation & spill response; o Beneficial reuse and/or disposal; o Process and compliance sampling, monitoring, reporting and analysis o Odor and nuisance management; o Proactive public outreach, including response to public questions, concerns and complaints. provide adequate resources for implementing the required elements of an EMS, including but not limited to: o Commit to the City of Fort Worth's Biosolids Policy and the NBP's Code of Good Practice; o Assist the City with the development of EMS goals & objectives; o Develop and implement all necessary operational controls associated with contractually obligated activities. This includes items such as standard operating procedures (SOPs) and the utilization of CMMS software. All EMS documents and SOPs shall be made available to the City or NBP upon request. o Perform document control activities as necessary to ensure compliance with EMS standards; o Assist the City with developing and updating a list of critical control points associated with the Contractor's biosolids value chain activities; o For instances of EMS nonconformance associated with contractually obligated activities, assist the City with performing and documenting corrective actions, including root cause analysis; o Provide assistance to the City during internal and external EMS audits. 7-14 City of Fort Worth VCWRF Biosolids Management Project o Assist the City with the issuance of annual EMS Performance Reports and other required EMS documents; o Assist with and participate in the Annual EMS Management Review Meetings o Continually review, update and improve the EMS and biosolids related activities, and perform other requirements as need to maintain third party EMS certification. 7-15 City of Fort Worth VCWRF Biosolids Management Project Exhibit 7-1. Preliminary Quality Management Plan (Submission in accordance with Design -Build Schedule) 7-16 City of Fort Worth VCWRF Biosolids Management Project APPENDIX 8 ACCEPTANCE TEST PROCEDURES AND STANDARDS 8.1 Purpose of Appendix This appendix sets forth the requirements for Acceptance Testing of the Design -Build Work in accordance with Article XI. The purpose of the Acceptance Test is to demonstrate the ability of the upgraded Blosolids Solution, as operated, maintained, and managed by the Company, to satisfy all Performance Guarantee requirements and Technical Specifications. 8.2 Acceptance Testing Activities The primary activity comprising Acceptance Testing is the 30-day Acceptance Test. The objectives of this activity are summarized below: • Solids processing testing: Demonstration of the ability of the Site to reliably process Biosolids and to meet the Technical Specifications and Performance Guarantee requirements, which include all Applicable Laws, for the required monitoring periods. • Return Flows testing: Demonstration of the ability of the system to meet Return Flow Guarantee requirements. • Odor control system testing: Demonstration of the ability of the odor control equipment to collect and treat odorous air from the Site and meet the Technical Specifications and Odor Guarantee requirements for the -required monitoring periods. • SCADA System testing: Demonstrating that the SCADA and automation systems provide the proper function to operate the equipment under the range of anticipated operating conditions, alarm appropriately when problems arise, collect the necessary operating data, and provide output of the data. 8.3 Acceptance Vest Plan The Acceptance Test Plan defines the test program as related to each specified objective. The Acceptance Test Plan shall define the following information: • equipment and systems to be operated • procedures to be used to fully test the Biosolids Solution even if Feedstock quantities are below capacity • procedures to be used for testing all systems including residuals handling and treatment systems, Return Flows, and odor control systems in accordance with manufacturers' recommendations • procedures for testing the standby power capabilities of the Biosolids Solution • parameters to be monitored, including the proposed use of permanent and temporary instrumentation • specific sample collection, handling, and analytical procedures to be implemented, including quality assurance and quality control (QAIQC) procedures 8-1 City of Fort Worth VCWRF Biosolids Management Project testing schedule, including the O&M schedule during testing o response procedures for unsuccessful test results including definition of threshold results that constitute overall Acceptance Test failure all alarm functions for Biosolids Solution components and systems on the programmable logic controller (PLC)/SCADA/human-machine interface system, including alarm autodialing system. The Acceptance Test Plan shall also describe methods for demonstrating compliance with the Performance Guarantee requirements, including the following: A list of all parameters to be monitored and measurements to be made. Identification of equipment calibrations to be performed, descriptions of calibration techniques to be used, and timing of calibrations relative to Acceptance. Testing. Description of analytical methods and techniques that will be utilized to confirm that all Performance Guarantee requirements are met. These methods and techniques shall comply with applicable regulatory requirements, including applicable data handling requirements. o SCADA, PLC, and information system monitoring and control functions. A listing of all samples requested by the City and a protocol for delivering samples to the City for its own testing program if the City elects to have such a program during Acceptance Testing. Exhibit 8-1 within Appendix 8 presents the Company's preliminary Acceptance Test Plan. In accordance with the timeframes set forth in Article XI, subsection 11.2, the Company shall submit copies of a draft and final Acceptance Test Plan to the City for review. The City will review the Acceptance Test Plan drafts and return one marked -up copy with comments in accordance with the timeframes set forth in Table 9-1 within Appendix 9, Section 9.2.1. The Company shall not conduct Acceptance Testing until the Acceptance Test Plan is approved by the City. During the tests, the Company shall operate all systems within the Biosolids Solution under normal operating conditions, including, but not limited to, routine equipment operation, maintenance services, and chemical usage. 8.4 Acceptance Test Procedures The following sections set forth the Acceptance Test Procedures to be completed, at a minimum, to demonstrate the ability of the Biosolids Solution to perform as designed and meet the Performance Guarantee requirements. If the City determines that the performance of the Biosolids Solution or any equipment is unsatisfactory at any time during the Acceptance Test, the Company shall take immediate action to ensure that Biosolids does not violate Applicable Law or pose a threat to human health or the environment. In the event that the Acceptance Test demonstrates that the Biosolids Solution is 8-2 City of Fort Worth VCWRF Biosolids Management Project not in compliance with the Acceptance Test Standards, Acceptance Testing shall cease until compliance is restored and then the Acceptance Test shall be repeated. 8.4.1 30-Day Acceptance Test The 30-day Acceptance Test of the Biosolids Solution shall demonstrate the treatment of Feedstock to meet the Performance Guarantee requirements for a minimum of 30 continuous days. The Company shall vary the number of treatment components in service to demonstrate the performance at higher hydraulic and solids loading rates to demonstrate operation at all design conditions. If the 30-day Acceptance Test is ceased, it shall be restarted at the beginning of Day 1 of the 30-day Acceptance Test, and the entire 30-day Acceptance Test shall be repeated. For treatment units that are designed based on maximum day, the units shall be tested at maximum day conditions for a minimum of one day prior to the 30-day Acceptance Test. During the 30-day Acceptance Test, the Feedstock, Return Flows, Biosolids produced, and odor control systems will be regularly monitored for parameters in the Performance Guarantee requirements. The following sections describe the requirements of each respective Acceptance Test. The 30-day Acceptance Test includes, but is not limited to, the testing activities described in this subsection and those shown in Exhibit 8-1 within Appendix 8. (1) Solids Processing and Return Flow Testing During the 30-day Acceptance Test, the Company shall demonstrate the ability of the solids processing equipment to handle and treat solids as intended at the design loading rates and meet the Performance Guarantee requirements for thermally dried Class A Biosolids. Daily samples before and after each treatment unit shall be collected at least four times per shift. Return flows shall be sampled and analyzed as required by Appendix 3, Section 3.2; Appendix 7, Section 7.5.5; and Appendix 10, Section 10.3.4(3). Solids and Return Flows samples shall be monitored for parameters identified in the Company's Acceptance Test Plan and to demonstrate that the Contract Standards are met. Samples shall be analyzed by a certified laboratory agreed to by both the Company and the City, using standard laboratory analytical quality control procedures. The solids processing shall be operated under normal influent loadings for 180 days after the 30-Day Acceptance Test to verify the reliability of the performance. (2) Odor Control System Testing The Company shall perform a 30 day Acceptance Test to demonstrate the ability of each odor control system to handle and treat odorous air from the Site. The odor control Acceptance Test shall be performed with all ductwork and odor control fan systems properly balanced and the odor control systems installed and functioning normally. The Company may perform testing for odor control concurrently with the general Acceptance Testing. During the 30-day Acceptance Test, the air flow rate through each odor control unit shall be recorded daily at the start and end of each day. During the 30 day Acceptance Test the Company shall take olfactometer readings once every eight hours on the property boundary at a location downwind of the biosolids processing facility to verify odor control performance. If needed offsite olfactometer readings will also be performed at the frequency described above in order to adequately assess the facility's odor plume. Under no circumstance shall fence line or offsite odors meet nuisance criteria as defined by TCEQ's 8-3 City of Fort Worth VCWRF Biosolids Management Project FIDO standard (frequency, intensity, duration, offensiveness). Company shall maintain a log of all olfactometer readings and provide that information to the City upon request and as required by this document and the Service Contract. The Company may propose an alternate process for assessing fence line odors other than olfactometer readings. However, any alternate odor monitoring process can only be implemented with prior written approval from the City. For the duration of the Acceptance Test the Company shall perform fence line monitoring for hydrogen sulfide (H2S) utilizing constant readout electrochemical -type sensors, such as the OdaLog gas logger. During the Acceptance Test the Company shall ensure that at least six (6) sensors are deployed on the fence line at locations approved by the City. The sensors shall have a 0.00 to 2.00-ppm measurement range and shall record at 10-minute intervals. Under no circumstance shall fence line or offsite H2S odors meet nuisance criteria as defined by TCEQ's FIDO standard (frequency, intensity, duration, offensiveness). Company shall maintain the readings from these sensors and provide that information to the City upon request and as required by this document and the Service Contract. For the 30-day Acceptance Test, the H2S concentration inlet and outlet shall be monitored and recorded for each odor control unit utilizing constant readout electrochemical -type sensors, such as the OdaLog gas logger. The inlet sensor shall have a 0.0- to 50.0-ppm measurement range and the outlet exhaust sensor shall have a 0.00- to 2.00-ppm measurement range. The inlet and outlet H2S levels shall be recorded at 10-minute intervals. Company shall maintain the readings from these sensors and provide that information to the City upon request and as required by this document and the Service Contract. City will conduct additional odor monitoring activities during the 30 day Acceptance Test at its own expense. The results of any such testing shall be utilized to help determine overall odor performance during the testing period. 8.6 Acceptance Test Standards During Acceptance Testing, the Biosolids Solution must demonstrate achievement of the Acceptance Test Procedures listed in Appendix 8, Section 8.4 hereof and the following Acceptance Test Standards: • The Biosolids Solution operates properly, with the normal complement of employees included in the Company's staffing plan for the Biosolids Solution, with the exception of additional Company staffing related to collection and analysis of samples and other test data. a The Biosolids Solution complies with all Performance Guarantee requirements and applicable Governmental Approvals at all times. • The Biosollds Solution operates at design capacity. ® All operations are consistent with Contract Standards. ® The Biosolids Solution operates properly during manual and automatic shutdown and start-up. 8-4 City of Fort Worth VCWRF Biosolids Management Project The Biosolids Solution operates with automated and computerized systems in full and continuous operation. Verify that alarms are generated as appropriate, data is collected in the SCADA system, and can be exported. ® The process and treatment systems operate as intended and in accordance with the Operation and Maintenance Plan. a All odor control equipment operates properly and as intended. 8.5.1 Odor Control Acceptance Standards During the test period, the Company shall certify that the Site meets the following criteria: 0 operated in accordance with the Contract Standards with only the normal complement of employees included in the Company's staffing plan for the Site, with the exception of additional Company staffing related to collection and analysis of samples and other test data m operated with all automated and computerized systems in full and continuous operation operated with all odor control equipment functioning properly and as intended a operated properly during manual and automatic shutdown and start-up. 8.6 Acceptance Test Report The Company shall prepare the Acceptance Test Report that shall be submitted in accordance with the timeframes set forth in Article Xl, Section 11.2(E). The City will review the Acceptance Test Report in accordance with the timeframes set forth in Table 9-1 within Appendix 9, Section 9.2.1. The Acceptance Test Report shall include the following information, and include, at a minimum: • a certification stating that testing was conducted in accordance with the approved Acceptance Test Plan a certification of the results of each Acceptance Test, including a determination of the extent to which the results comply with the Service Contract and the Performance Guarantee requirements, and for each Performance Guarantee, a determination of the extent to which the Biosolids Solution complies with the Performance Guarantee requirements all required data measured and recorded during the Acceptance Test, including all laboratory analyses, chemical consumption, instrument calibrations, pressures, and other measurements ® all necessary certifications relating to testing, evaluation, analyses, and performance O a record of all equipment failures, repairs, and preventive maintenance a summary of all data and calculations demonstrating the ability of the Biosolids Solution to meet the requirements of the Performance Guarantee requirements 8-5 City of Fort Worth VCWRF Biosolids Man a summary of test results and conclusive evidence of compliance with all Acceptance Test requirements any additional data reasonably requested by the City to be included in the Acceptance Test Report. All certifications required in the Acceptance. Test Report shall be signed by the Company and signed and sealed by an engineer employed by the lead design firm and licensed in the state of Texas. City of Fort Worth VCWRF Biosolids Management Project Exhibit E-1. Preliminary Acceptance Test Plan [Submission in accordance with Design -Build Schedule and based on Company Proposal Subsection 3.2.2(d)] 8-7 City of Fort Worth VCWRF Biosolids Management Project APPENDIX 9 CITY RBVIEWISUBMITTAb.S 9.1 Purpose of Appendix This appendix sets forth the submittal requirements for the Design -Build Period in accordance with Article X and describes the City's overall intent with respect to its right to review Deliverable Materials, or project documents. Project documents include items such as permit applications, design packages (i.e., 30 percent, 60 percent and 90 percent plans and specifications for components packaged together for the purpose of obtaining building permits), various plans and reports, and other required submittals. The primary purpose of the City's review is to ensure that the project documents are developed to conform to the requirements of the Service Contract. 9.2 General This section describes the general obligations for the City and Company with respect to submittal requirements as well as outlining submittal requirements for periodic activities such as monthly status reports and monthly invoices. 9.2.1 Citv and Comnanv Obliaations Generall The Company shall provide required project documents for review consistent with the submittal dates included in the Company's Design -Build Work Schedule presented as Exhibit 5-1 within Appendix 5. The Company acknowledges that City review will often involve input from a number of individuals. Therefore, should submittal dates to the City be delayed from those shown on Exhibit 5-1 updated monthly as required under Appendix 5, the Company shall provide prompt notice to the City's Contract Administrator of the delay. In no case shall this notice be given less than 10 calendar days prior to the scheduled submittal date. The City will provide timely review and comment on all required submittals in order not to delay the progress of the work. Unless otherwise specified herein or waived by the City during the course of the project, the City will review all submittals and return consolidated comments to the Company in accordance with the timeframes set forth in Table 9-1 within Appendix 9, Section 9.2.1. Additional discussion on the right of the City to review submittals can be found in Article X, Section 10.5 of the Service Contract. Reviews by other agencies such as TCEQ and TWDB shall also be incorporated into the Company schedule, and the tmeframe for these reviews are not bound by times noted in Table Table 9-1. City Review Timeframes Table 9-1. City Review Timeframes City Review - Response Time (calendar Type of Submittal Reference days) (Votes Monthly Progress Meeting Subsection Minutes 9.2.3 7 days City of Fort Worth VCWRF Biosolids Management Project 30 days (Preliminary and Draft) 21 O&M Plan Section 10.3 days (final) Electronic and hard copies Subsection Construction Record Drawings 9.5.1 21 days Plans, related updates and other items prepared by the Company in accordance with the Various Review times also applies to Appendices Appendices 14 days review of any revised drafts Article X, subsection City to provide Final Punch 10.20 of List within 15 days of the Service Company's proposed Final Final Punch List I Contract 1 15 days I Punch List Acceptance Test Report Review I Appendix S 1 14 days 9.2.2 Monthly Progress Reports — Design -Build Period Throughout the Design -Build Period, the Company shall furnish the City with a monthly progress report that summarizes all aspects of the completed month and cumulative work progress in accordance with the timeframes in Exhibit 5-1 within Appendix 5. The City will review the monthly progress reports in accordance with the timeframes shown in Table 9-1 within Appendix 9, Section 9.2.1. A sample monthly progress report outline to be substantially followed by the Company is attached as Exhibit 9-1 within Appendix 9. The objectives of the monthly progress report are to: ® provide a reliable and readily accessible summary record of project activities and accomplishments during the month' ® provide a detailed description of all Design -Build Work actually completed to date including submittals and construction progress; revisions to the progress schedule which shall reflect changes in the Company's Design -Build Work Schedule since the date of the last Requisition; as required under the Service Contract and Appendix 5, Section 5.3.1 e Provide a detailed short term (30 Days) schedule of activities. a address short- and long-term scheduling (including training) and cash -flow forecasting. provide requests for information or clarification and Change Orders. a review submittal status. identify issues and problems requiring action by the City or Company, including issues of conflicting priorities, and track until resolution (showing resolution). a Coordinate any upcoming shut -downs, schedule any required coordination meetings. 9-2 City of Fort worth VCWRF Biosolids Management Project 6 provide information to help substantiate monthly pay request. During construction, provide information as necessary to TWDB representative. 9.2.3 Monthly Proaress Meetings — Desian-Build Period Monthly progress meetings shall be held at mutually agreed upon times and locations during the Design -Build Period in accordance with Article X. The progress meetings shall be used to resolve any differences between the parties arising from the review and response process. The Company's Design -Build Manager, and other Company representatives familiar with the matters being reviewed, shall attend the progress meetings. If requested by the City or at the Company's discretion, one or more of the Senior Supervisors shall attend the progress meetings. The Company shall prepare in advance of each progress meeting its monthly progress report as outlined in this section. The Company shall distribute copies of the meeting agenda, information to be discussed and the documented minutes from each prior progress meeting at least ten calendar days before the scheduled meeting. 9.2.4 Quarterly Progress Report Information The Company shall provide the City with quarterly summary information to support the City's quarterly progress report. The Company shall also provide information requested by permitting and regulatory agencies. 9.2.5 Monthly Invoicing Requirements The Company shall identify the following types of work on its monthly invoices, as applicable: Design -Build Work, which will be paid for as described in Appendix 12, Section 12.2 which is based on achievement of the milestones identified in Exhibit 12-1 within Appendix 12, or based on estimated percent of the milestone that has been completed for the month, provided that the cumulative drawdown for the month does not exceed the amount shown in Exhibit 12-1 within Appendix 12; invoices shall append sufficient information to demonstrate achievement of the milestones identified in Exhibit 12-1 within Appendix 12. Extra Design -Build Work that has been negotiated subsequent to the Contract Date. O Invoicing for O&M work is described in Section 10.3.14. 9.3 Permit Application Reviews The Company shall act as the City's agent in obtaining and maintaining Governmental Approvals or amendments thereto for the performance of the Design -Build Work as defined in Appendix 6 and identified by the Company. The City shall have the right to review and comment on Company submittals as provided herein and in the Service Contract. In accordance with the timeframes in Exhibit 5-1 within Appendix 5 or as otherwise agreed to by the parties, if required, the Company shall provide draft copies of permit or permit amendment applications to the City for review and comment. The City will review the draft copies of permit or permit amendment applications and return one marked up copy with comments in accordance with the timeframes shown in Table 9-1 within Appendix 9, Section 9.2.1. 9-3 City of Fort Worth VCWRF Biosolids Management Project The City's review will not be conducted for the purposes of approval, acceptance or rejection, and will not affect the Company's responsibility to achieve the complete and timely satisfaction of all relevant Governmental Bodies. The City may attend and observe Company meetings with permitting agencies and is available to assist the Company in arranging for agency reviews and meetings. The Company may request that the City attend such meetings. 9.4 Design Reviews This section describes the intent of the City review of design submittals as well as the requirements of the design submittals from the Company. 9.4.1 City Design Review Intent The City will review design documents described in Appendix 9, subsection 9.4.2 for consistency with the Performance Guarantee requirements and Technical Requirements of the Service Contract. All changes from the Performance Guarantee requirements or Technical Requirements shall require City approval. Such approval will not, however, relieve the Company of its performance obligations under the Service Contract, unless specifically stated. The City's input to the design process shall be solicited by the Company on a regular basis, including during the design progress meetings and at key stages in the design preparation based on the design document submittal packages. All design calculations shall be made available to the City upon request. The Company shall make design submittals to the City for review in accordance with the timeframes in Exhibit 5-1 within Appendix 5. The City shall complete its review of each design submittal in accordance with the timeframes in Table 9-1 within Appendix 9, Section 9.2.1 for any initial submittal of new or substantially revised design documents, or such longer or shorter period as the parties may agree. The City shall notify the Company of any concerns, problems, non- acceptance or noncompliance of such submittal within that time. Comments that cannot practically be responded to in writing shall be responded to at a design progress meeting or conference call. If a resubmittal by the Company is required, the City's subsequent review and comment period shall be a maximum of 14 days following receipt of such resubmittal. If a resubmittal is not required, the City's comments shall be addressed in the subsequent design submittal package. In all cases, the Company shall provide responses to comments regardless of whether a resubmittal is required. 9.4.2 Design Submittal Protocol The Company shall submit a design submittal protocol in accordance with Article K, Section 10.2(B)(g). The design submittal protocol shall include an updated version of Exhibit 5-1 within Appendix 5 and, at a minimum, the following: ® identify the major design document submittal packages and all permit applications to be prepared by the Company and the expected submittal dates for each • identify the content of each design document submittal package 9-4 City of Fort Worth VCWRF Biosoiids Management Project • identify the Governmental Bodies having final acceptance or approval responsibilities • identify management plans to be prepared in accordance with the Service Contract and the schedule for preparation and the review and approval by the City and Governmental Bodies to obtain necessary approvals • establish procedures outlining the documentation and disposition of all review comments received on the design packages • indicate the schedule for the design submittal reviews, the return of comments from the City and the design progress meetings • establish a project master schedule and Design -Build Work progress schedule. 9.4.3 Required Design -Related Submittals The City recognizes that the Design -Build process requires that the Company and the City work cooperatively to assure timely design review and that design work will continue after the Construction Date. The City also recognizes that the Company may decide to segregate the project into various work packages and that multiple 30 percent or 60 percent or 90 percent submittals may be provided by the Company to correspond to the way it has segregated the work. The Company shall prepare all reports, plans, drawings, technical specifications, blueprints and other documents that comprise the design documents described herein to design and construct the Biosolids Solution in accordance with the Contract Standards. At a minimum, the Company shall prepare and submit to the City for its review all submittals that are required to obtain the Governmental Approvals and the following design documents: • thirty percent (30 percent) design documents • Final Design Report described in Appendix 6, subsection 6.4.1 for TCEQ • sixty percent (60 percent) design documents • pre -final ninety percent (90 percent) design documents • final design documents (for construction and submittal to TWDB on behalf of TCEQ and Clean Water State Revolving Fund (CWSRF)) The minimum components of the Final Design Report, the 30 percent, 60 percent, 90 percent and final design packages shall be summarized on Exhibit 5-1 within Appendix 5. Prior to all submittals, the Company shall perform a complete quality control review of all documents to ensure they are complete and accurate. Design drawings to be included as part of the design packages shall be submitted in. 11" X 17" format. Exhibit 5-1 within Appendix 5 shall indicate the numbers of hard copies to be provided for each submittal (if any), as well as indicate when an electronic copy is required. Electronic formats must include electronic searchable PDF, and may also include AutoCAD 2007 (or the latest release then in use by the City), JPEG, formats compatible with Microsoft Office 2007 and ,Revit 2010 (or the latest release then in use by the City) and other formats approved by the City. All documents, including those with color figures shall be reproducible and legible in black and white copies. 9-5 City of Fort Worth VCWRF Biosolids Management Project 9.5 Construction Reviews 9.5.1 Construction Review Intent The City intends to assign a full-time Contract Administrator for the Term. During the Design - Build Period, the City's Contract Administrator will, in accordance with the terms and conditions of the Service Contract, periodically review construction activities and participate in construction progress meetings as needed to verify Company compliance with the Service Contract, including construction quality and workmanship, and to verify pay items. The City's review and involvement during construction is intended to be an independent Quality Assurance Program and shall not be viewed by the Company as an integral part of the Company's Quality Management Program. Notwithstanding the possible intermittent nature of the City's oversight of construction progress given the overall duties of the City's representative, the Cify may provide verbal and/or written observations whenever it observes that the progress or quality of the construction is believed not to be in conformance with the Performance Guarantee requirements and Technical Specifications. When the Company receives such comment from the City, the Company shall act promptly to investigate the circumstances and merits of City comments and act to rectify those aspects of the work that are not in conformance with the Contract Standards. The Company shall promptly report to the City on Company actions taken in response to such City comments. When disagreements cannot be resolved directly between the City and Company, they shall be resolved in accordance with the Service Contract. In accordance with the Service Contract, the City's Contract Administrator shall have access to the Site during normal working hours to observe all Design -Build Work. The City shall be permitted at the City's sole cost and expense to take onsite construction photographs. The City's Contract Administrator shall be permitted to participate in any formal inspections and witness all tests conducted at the Site or at the equipment manufacturers' test facilities to verify compliance with the Service Contract. The City shall be responsible for all expenses related to City witnessing of tests. Shop tests of equipment shall be verified through certified testing documents submitted to the City's Contract Administrator no later than fifteen (15) days after such testing is completed. In addition, the City's Contract Administrator will monitor progress of construction to review and approve the Company's requisitions for payment of the Fixed Design -Build Price. The Company shall provide a working office space for the City's Contract Administrator throughout the Design - Build Period as set forth in Appendix 5, Section 5.3.5. 9.5.2 Construction Submittals The Company shall make available to the City at the Site all construction -related documents including, but not limited to copies of construction permits, shop test results, factory test results, shop drawings, samples, and other relevant test results, inspection reports and other data to document conformance with the Contract Standards. The Company shall submit each construction related submittal pertaining to major equipment, including electrical and instrumentation, in accordance with the Service Contract and Appendix 9, Section 9.7. Hard copies shall be provided upon request by the City. The City reserves the right to identify additional documents to be submitted to the City.' The City's Contract Administrator shall have the opportunity to provide written comments to the Company on any construction- related document y. City of Fort Worth VCWRF Biosolids Management Project no later than fifteen (15) days after receipt of the construction submittal_ If the Company disagrees with the results of the City's Contract Administrator's review, then, not later than five (5) business days after receipt of the City's comments, the Company shall notify the City's Contract Administrator of such disagreement and within seven (7) business days thereafter, the City's Contract Administrator and the Company shall meet to mutually resolve any disagreement. 9.5.3 Design Change Authority of the Engineer -of -Record The Company's Engineer -of -Record shall be responsible for authorizing design changes during construction necessary to complete all project elements for their intended purposes. All such changes shall be implemented in accordance with the Change Order process described in the Service Contract. The Company's Engineer -of -Record is not authorized to unilaterally institute changes that result in a deviation from the project requirements established in the Service Contract or the approved building permits, unless such changes have been reviewed and approved in advance by the City's Contract Administrator and all government entities with jurisdiction. 9.5.4 Construction Record Drawings and Optional Building Information Model (BIM) As the construction work progresses, the Company shall maintain a minimum of two duplicate updated sets of design documents, including the design drawings, specifications (or Appendices to the Service Contract as appropriate), equipment vendor design drawings, and construction drawings (Record Documents). These sets will be updated on a continuous basis, and shall never be more than 14 calendar days behind the current state of the design and construction. The two sets shall be maintained in sufficiently separate locations, with equally well -protected measures, such that fire, flood, vandalism, or other calamity shall not imperil both sets simultaneously. The City will verify the up-to-date maintenance of both sets of documents on a monthly basis or more frequently as part of the condition precedent to approving the monthly progress payment disbursement process. Upon completion of all Design -Build Work, the Company shall submit to the City two sets of record drawings and specifications (Record Drawings). The Record Drawings shall be required to achieve Final Completion pursuant to the Service Contract. Record Drawings shall be on Mylar (22" x 34"), if requested by the City, and on compact discs in the AutoCAD Release 2007 format or the latest release then in use by the City and PDF format. Record Drawings shall be on City cover block and drafted in accordance with City standards. The drawings shall be designated in the revision block as "construction record" drawings and shall be, checked and signed by the Engineer of Record to verify that the field changes shown are accurate and consistent with the design intent. Any applicable specifications or Appendices shall be on compact discs, modified to clearly and accurately show all changes made during construction. The Record Documents submittal shall also include a complete set of all Change Orders and Field Orders, numbered and bound in chronological order of issuance. 9-7 City of Fort worth VCWRF Biosolids Management Project As the construction work progresses, the Company may opt to maintain a single current building information model (BIM). If so, the as -built model shall be updated on a continuous basis, and shall never be more than 14 calendar days behind the current state of the design and construction. The BIM shall be backed up on a regular basis in a sufficiently separate location. If developed in the City's latest BIM360 system, the BIM model can serve as the Company's duplicate set of design documents. The City will verify the up-to-date maintenance of the BIM on a monthly basis or more frequently. The BIM shall be made -available for the City to view using Revit 2010 or the latest release in use by the City. The Company shall be solely responsible for correcting any translation errors that occur when saving to or from an Industry Foundation Classes (IFC) file format prior to submittal to the City. If BIM is used, upon completion of all construction work, the Company shall submit to the City the complete building information model (Record BIM) with a level of development equal to 500 per American Institute of Architects (AIA) Document E202TM — 2008 on DVD. The BIM shall include as a minimum, the actual dimensions as -built, manufacturer and all pertinent information — including record cost and warranty start date - for all major equipment. Record BIM shall be submitted to the City in the latest edition of Revit in use by the City. If converted through IFC format, the Company shall be solely responsible for the adequacy and completeness of the final product, and the Company shall be responsible for correcting any translation errors that occur when saving to or from the IFC file format. Delivery shall be by any method acceptable to the City. 9.6 Other Submittals Requiring City Review Other required submittals, in addition to the submittals described above, may be required by the City. The Company shall provide revised drafts of documents as needed to address City comments. 9.7 Document Management Requirements The Company shall use Web -based document management software for tracking documents during the Design -Build and Operations Periods. At a minimum the City and TWDB shall have read-only access into this system, and upload access to facilitate the transfer of large files. Documents to be tracked include calendars, schedules, meeting summaries, information library, mapping, presentations, correspondence, billings, certified construction payrolls, American Iron and Steel act tracking/document, subcontracts, requests for information, submittal reviews, specifications, drawings, design change notices, shop drawings, material test reports, field and lab test results, shop test results, factory test results, special inspection results, daily reports, punch -lists, field administration, inspection reports, project photos, construction progress photographs, quality plans, health and safety plans, manufacturer O&M manuals, O&M Plan, equipment warranty information, and operating data. All documents must be available as searchable pdfs at a minimum. All correspondence received by or transmitted from the Company shall be filed using document management software. The Company shall also maintain and review daily a summary of all project action items, trends, issues, and responses. The Design -Build Manager and project administrative staff shall maintain a file log that lists the documents in each individual file. Logs W-1 City of Dort Worth VCWRF Biosolids Management Project shall also be maintained for work authorizations, information requests, change requests/change orders, back charges, outstanding claims, purchase orders, payment certificates, construction personnel reports, construction progress reports, construction schedules, system turnover packages, and other documents as required by the TWDB. The Company shall develop methods for staff checking out files and preventing correspondence files and documents from being lost, stolen, or misplaced. The Company shall have provisions to regularly back up the document management files, in case of system loss or corruption. Upon completion of the Design -Build Work, the Company shall provide all design -build -related files stored in the document management software on DVDs for the City's archives. City'of Fort Worth VCWRF Biosolids Management Project Exhibit 9-1. Sample Monthly Progress Report Outline, Design -Build Period Table of Contents I. Monthly Brief IL Project/Contiact Management (2) A. Summary of Work Activities for Previous Month B. Summary of Work Activities for Current (Upcoming) Month C. Cash Flow Forecasting Ill. Permitting (s) (1) A. Summary of Work Activities for Previous Month B. Summary of Work Activities for Current (Upcoming) Month IV. Design A. Summary of Work Activities for Previous Month B. Summary of Work Activities for Current (Upcoming) Month C. City Activities for Current (Upcoming) Month V. Construction cs� A. Summary of Work Activities for Previous Month B. Summary of Work Activities for Current (Upcoming) Month C. City Activities for Current (Upcoming) Month VI. Activities Affecting Operations (7) A. Summary of Work Activities for Previous Month B. Summary of Work Activities for Current (Upcoming) Month VII. Status Synopsis c$7 A. Key Issues & action items (action if closed) B. Critical Path VIII. Status of Submittals c9) A. Previous Month Submittals 9-10 City of Fort Worth VCWRF Biosolids Management Project B. Current (Upcoming) Month Submittals C. Critical/High Priority Submittals IX. Compliance with Other City Requirements A. Summary of Previous Month Work Activities B. Summary of Current (Upcoming) Month Work Activities C. Upcoming Training X. Schedule (10) A. General Highlights B. Current and Upcoming Near Critical Construction Activities including anticipated shut -downs C. Changes in Schedule Since Last Update XL Safety Notes: (1) The "Monthly Brief' shall be written in a manner that it can be copied and provided to City Council or to an external party for them to have a general understanding of the overall status, and recent and upcoming project activities. (2) The "Project/Contract Management" section shall provide a summary of the activities led by the Company's Design -Build Manager or Contract Representative, and such reports as quality assurance, partnering activities, and communications. During construction, this shall also include a report covering onsite safety. (3) . Permitting shall provide a report on each of the permits that are being pursued by the Company, and include status, scheduled activities, and a contact name and phone number for the project person responsible for each. (4) Design shall provide a report on status of design activities, scheduled activities, and design issues affecting permitting or construction. (5) During the Design -Build Period the report shall include a one -page attachment that lists the upcoming onsite activities. If there will be any geotechnical work, and wetlands work, any site visits with regulators, etc., the Company shall identify it on this attachment. (6) Level of detail will be minimal until construction starts. Typical construction summaries may include construction progress since the last meeting, planned progress for the next period, construction progress photo log, problems, conflicts and observations, status of shop drawings and tests, requests for information or clarification, change orders, payment applications 9-11 City of Fort Worth VCWRF Biosolids Management Project (7) Operations should be reported on throughout the Design -Build Period to provide the City with information on what integration activities are occurring. (8) "Key Issues" shall include a listing of critical business, policy, and technical items (may be repeated from the prior sections) to be used by the City's Contract Administrator to communicate project issues. Critical path should list the critical path and near critical path items. (9) "Status of Submittals" shall list the status of submittals that are currently in development and in review. This section shall provide the City advance notice of soon -to -arrive submittals that it will need to be reviewed or otherwise require action. The Company shall list the project team person responsible, and the amount of time that the City will have to review. If a shorter turnaround is desired than provided in the Service Contract and Appendices, the Company shall highlight such a request in this sectihn. (1 a) Provide general highlights in narrative form, focusing on items for which there is little or no float, those that have changed, and whatever else would be helpful to point out. Attach the schedule. 9-12 City of Fort Worth VCWRF Biosolids Management Project APPENDIX 10 OPERATION AND MAINTENANCE 10.1 Purpose of Appendix This appendix sets forth requirements for the operation and maintenance (O&M) of the Managed Assets during the Management Period in accordance with the Service Contract. This appendix addresses certain major O&M activities required for the Managed Assets under the terms of the Service Contract. Additional Asset Management requirements are set forth in Appendix 11. Operation and Maintenance requirements are applicable during the period prior to Acceptance and after Acceptance, and specific work tasks will differ between these periods. 10.2 Operational and Maintenance Objectives The Company shall operate the Managed Assets in accordance with the Contract Standards at all times. Operation and management decision -making shall be based on the following objectives: • protection of health and welfare of employees, City personnel and the general public • protection of the environment and minimizing nuisance conditions • compliance with Federal, State, and Local rules and regulations as well as Contract Standards. • maximization of the Biosolids Solution operational efficiency, including utility efficiency • minimization of operational costs • protection and preservation of the Managed Assets • continuous good housekeeping to maintain aesthetics and protect against deterioration of assets. To achieve these objectives the Company shall develop and implement a comprehensive operation & maintenance program for all Managed Assets as well as the Company's beneficial reuse activities. The program shall be implemented in such a way as to provide for the following: • preserve the warranty on all equipment while ensuring that the as -installed configuration is within specifications and consistent with the expected operating conditions • perform predictive, preventive, and routine maintenance on all equipment in accordance with contract standards as well as the recommendations of the equipment manufacturers and accepted industry practices • schedule and perform maintenance activities in such a manner as to minimize equipment downtimes and meet Performance Guarantees • minimize instances of extended, nonroutine or emergency repairs or shutdowns 10-1 City of Fort Worth VCWRF Biosolids Management P develop written procedures for operation and maintenance activities in accordance with this Appendix as well as the maintenance and reliability best practices defined in the Asset Management Plan in Appendix 11, subsection 11.3.4 and Exhibit 11-1 ® provide operational and maintenance training to support vendor -provided training through classroom instruction, videotaped maintenance, online training, and hands-on training. • Maintain compliance with regulatory standards for facility operations and the beneficial reuse of biosolids 10.3 Operation and Maintenance Plan The Company shall develop and implement standard operating procedures for activities associated with the operation and maintenance of the biosolids processing facility as well as its transportation, storage and beneficial reuse activities. These procedures will be part of the Operation and Maintenance Plan that at a minimum contains the subsections as set forth in this appendix. The Plan shall include provisions for Operation and Maintenance during the periods prior to and following Acceptance. The subsections of the O&M Plan shall include: operational and maintenance requirements odor control and response ® noise control procedures ® laboratory protocols & sampling o return flows, stormwater pond, and lift station management ® residuals management disposal/utilization staffing plan ® training license management emergency response and disaster recovery plan safety plan security meetings and City access to records and administrative space Monthly Invoice & O&M Report e Annual O&M Report 10-2 City of Fort Worth VCWRF Biosolids Management Project • annual O&M inspection • routine, preventive and predictive maintenance procedures. • truck scales & tare weights • complaint procedures • public outreach • environmental management system (EMS) • preventative and predictive maintenance procedures Exhibit 10-1 within Appendix 10 contains the Company's preliminary O&M Plan for activities that must occur before and after Acceptance. In accordance with the timeframes set forth in Exhibit 2- 2 within Appendix 2, the Company shall submit copies of draft O&M Plans for City review. The City will review the O&M Plan drafts and return one marked -up copy with comments in accordance with the timeframes shown in Table 9-1 within Appendix 9, Section 9.2.1. The final O&M Plan shall be submitted in both hard copy and searchable electronic PDF format. Contractor shall regularly assess its operations & maintenance performance and implement changes and/or adjustments to the O&M Plan as necessary and appropriate to maintain and improve the quality of biosolids services, and as required in the City's Biosolids EMS through the National Biosolids Partnership. 10.3.1 Facility Operation and Maintenance Requirements The following sections summarize the ongoing operational and maintenance requirements for the Managed Assets that the Company shall 'address in the operational and maintenance requirements section of the O&M Plan. (1) Existing and Upgraded Biosolids Solution The Company shall review and build upon the City's existing Biosolids Treatment process control, operation, and maintenance material. Where applicable, the Company will optimize procedures to allow for maximum effectiveness and efficiency in maintaining the existing facilities before and after Acceptance. The Company shall describe operation and maintenance activities and establish and document the goals for efficient operation and maintenance of both the existing and upgraded Biosolids Solution. This subsection of the plan shall address the following topics for the Management Period: • process control strategies and software for all process areas including treatment of Feedstock, Return Flows, chemical treatment and odor emissions. • regulatory activities for compliance with biosolids rules and requirements, as well as any necessary procedures for compliance with the facility's air permit (if needed). These procedures will include, but are not limited to sampling, analysis, reporting, and record keeping. 10-3 City of Fort Worth VCWRF Biosolids Management Project • equipment and procedures related to instrumentation and control, Information Systems, and SCADA in accordance with the requirements of Appendix 4, subsection 4.4.14 • procedures for routine operations as well as start-up and shutdown procedures, including emergency shutdowns • operator and management responsibilities • process -by -process maintenance responsibilities and commitments, including schedule, frequency, and duration of all maintenance activities • reporting forms • equipment and vendor manuals for all process equipment • communications between the company and the City • records and reports as necessary to indicate compliance with the Contract Standards • approach for addressing unplanned activities such as emergency response and loss of power • Company and City management responsibilities (based on Attachment 10-1 within Appendix 10) • approach to update O&M Plan on a regular basis. • approach for storing tools, parts and equipment and for maintaining a state of cleanliness in all aspects of the Company's operations • maintain and track a critical spare parts inventory. Storage of critical spare parts is the Company's responsibility The O&M Plan shall describe the Company's approach to developing and performing routine, preventive, and predictive maintenance procedures for the Managed Assets, including upgraded mechanical, electrical and instrumentation equipment. Preventive maintenance procedures shall also be developed for all Biosolids Solution unit processes, buildings and housekeeping activities, and landscaping activities. Preventive maintenance shall include, but not be limited to, the following activities: • lubrication • maintenance of oil levels •.. drainage of condensate • verification of proper equipment operation • inspection and replacement of normal wearing parts • overhauls required by manufacturers 10-4 r City of Fort Worth VCWRF Biosolids Management Project 0 other maintenance activities as specified by equipment manufacturers Preventive maintenance procedures shall be developed for each piece of equipment that identifies frequency, a step-by-step description, applicability, and any warranty issues. All required maintenance, frequencies of activities, material, parts, and tools shall be included in the preventive maintenance procedures. Procedures shall, at a minimum, comply with equipment manufacturers' recommendations and industry standards. As further described in Appendix 11, Section 11.4, the Company shall furnish, install, configure, and implement a Maximo CMMS package. The computerized maintenance management system (CMMS) shall be used to log information on preventive maintenance activities, including work order issue date, completion date, operator performing the work, duration, and parts used. The CMMS shall also be used to maintain an asset inventory of physical and operational conditions, maintain maintenance hidtory, track resource usage and critical spare parts inventory, track failures by use of failure codes, identify trends of maintenance problems, develop summary reports, and analyze data. The City shall have read-only access into the CMMS, and it shall be compatible with the City's Maximo system. The O&M Plan shall also describe the establishment of baseline conditions for each critical piece of equipment and the monitoring of the performance criteria for the equipment. The plan shall identify the types of diagnostic tools and the schedule or conditions that initiate diagnostic testing. Predictive maintenance procedures shall be performed by the Company or personnel who are qualified to perform such tests and analyze the results. The results of all predictive maintenance tests shall be maintained at the Site and entered into the CMMS for evaluation and to develop trend reports as a maintenance tool. (2) Landscape Maintenance During the Management Period the Company shall maintain the project grounds as identified in Figure 1-1. This does not include the adjacent peak flow basin. Contractor's O&M Plan shall specify the procedures for maintaining the site in an aesthetically attractive and clean condition, including: a Mowing and vegetation control 0 Pest and vermin control o Dust and debris control, and the measures utilized to prevent tracking of materials onto public roadways by vehicles, a Removal of trash and debris 10.3.2 Odor Control and Response The Company is responsible for minimizing offsite odors from the project site, during transportation, and from any storage or beneficial reuse locations. To achieve this goal the Company shall develop and implement an Odor Control Plan that includes a comprehensive description of the equipment, processes, personnel, and management strategies that will be employed to eliminate or control odors. A draft copy of the plan will be submitted to the City for review and approval. The Company will continuously evaluate the effectiveness of its odor control 10-5 City of Fort Worth VCWRF Biosolids Management Project strategies and will work with the City to update and revise the Odor Control Plan and any other procedures as needed and appropriate. (1) Project Site Odor Control The Company shall be responsible for the operation and maintenance of all odor control facilities related to the Site from the Contract Date until the end of the Term. The Company shall be responsible for minimizing odors at the Site during the Term through the proper operation and maintenance of all treatment processes, the odor control systems, and any other measures that may be required. The Company shall be responsible for operating and maintaining each odor control system so that it performs to its designed capacity and capability. The Company's preliminary Odor Control Plan is included in Exhibit 10-1 within Appendix 10 as part of the O&M Plan and shall be updated as noted in Appendix 10, Section 10.3. This plan demonstrates how the Company will meet the Contract Standards before Acceptance with the existing odor control facilities and any proposed interim odor control facilities, and how the Company will meet the Contract Standards after Acceptance. For the project site the Odor Control Plan shall address, at a minimum, the following topics as they relate to the existing and upgraded Site: state the Company's responsibility to assess odors associated with biosolids facility operations as well as its responsibility to take reasonable and appropriate measures to minimize the impact of odors on receptors located near the project site. ® perform daily Site stack(s) survey (continuous monitoring of H2S) o utilization of two portable hydrogen sulfide (H2S) detectors at strategic locations to monitor and record the air quality and to trigger an alarm when levels exceeding pre-set limits are detected at the Site • perform daily odor monitoring at the boundary of the project site using an olfactometer or other approved device, and as required by the facility's TPDES permit. Monitoring shall assess facility performance as well as any material stored at the project site. Maintain a log of olfactometer readings as required by the City, TCEQ or EPA. ® odor complaints from the general public or third parties shall be documented and processed in an appropriate manner as described in Appendix 10, Section 10,3.18 of this appendix. The Odor Control Plan shall reference these complaint procedures. ® complaint investigations. If odor complaints are received from the general public or other third party entities, the Company shall investigate as soon as practicable, but no later than 2 hours after receiving the complaint. If the location of the complaint is known then the Company shall visit the site and take odor measurements utilizing an olfactometer or other approved device. If the complaint location is not known then the Company shall do its best to characterize offsite odor performance using the olfactometer. • corrective actions. When the source of the alleged odor is found, and if such alleged odor is determined to be coming from the project site, the Company shall determine the cause and take all necessary and appropriate actions to eliminate or minimize the source of the odor. 10-6 City of Fort Worth VCWRF Siosoilids Management Project • utilization of a weather station at the Site to continuously monitor and record weather conditions, including wind direction and speed, air temperature, barometric pressure, humidity, and precipitation. ® implementation of operating, maintenance, treatment and housekeeping procedures at the Site to ensure compliance with the Odor Guarantee requirements • the plan will state the Odor Guarantee requirements that the Company must meet • development and implementation of an operating checklist or log forms to record the status of odor control system equipment for each odor control system ® standard operating procedures (SOPS) to optimize the performance of all odor control systems ® maintenance schedule and procedures for all odor control systems procedures to address odor control when an odor control system is out of service for preventive or corrective maintenance procedures to confirm that air is being properly collected from individual process units through pressure monitoring and smoke testing. o the Company will continuously evaluate the effectiveness of its project site odor control activities and will work with the City to update and revise the Odor Control Plan and other procedures as needed and appropriate. These topics shall be addressed for the existing Site odor control systems and for the Biosolids Solution as appropriate. (2) Odor Control for transportation, offsite storage and beneficial reuse The Company shall be responsible for minimizing odors associated with the transportation, offsite storage and beneficial reuse of blosolids. The Company shall develop and implement management strategies to achieve these goals. The Odor Control Plan shall at a minimum address the following topics: • state the Company's responsibility to assess odors associated with biosolids transportation, offsite storage and beneficial reuse, as well as its responsibility to take reasonable and appropriate measures to minimize the impact of odors on receptors located near beneficial reuse sites. • state the measures that shall be used to minimize odors during biosolids transport, such as the use of covered containers. • for biosolids land application, state the procedures that shall be used to account for site specific criteria prior to and during land application as required by TCEQ, EPA and the City. At a minimum this includes the following: o Determine population density and location of receptors within a half a mile of the land application site; 1 Q-7 City of Fort Worth VCWRF Blosolids Management Project o Assess seasonal and weather -based conditions to determine if nearby receptors may be affected by land application activities; o Account for any complaints received from the general public, including those that occurred as a result of previous land application events; o Use information from site inspections performed by the Company as well as City, State and Federal regulatory agencies. o Any other odor -based criteria as required by TCEQ or EPA • state that the Contractor will perform routine odor monitoring activities at the land application and storage sites using an olfactometer or other approved device. Odor monitoring shall be performed at least once per day at the active land application site, or more frequently if needed to adequately assess odor performance. Contractor shall use the resulting odor data to make informed decisions on land application activities. • maintain a log of olfactometer readings as required by the City, TCEQ and EPA • list potential management strategies that are available to minimize odor impacts on receptors near land application sites. These strategies shall cover the production, storage, staging and land application of biosolids (including buffer zones). The plan shall specify actions the Company will implement prior to land application if the biosolids are known to have poor odor performance. • odor complaints from land application or storage activities will be documented and processed in an appropriate manner as described in Appendix 10, Section 10.3.18 of this appendix. The Odor Control Plan shall reference these complaint procedures. • complaint investigations. If odor complaints are received from the general public or other third party agencies the Company shall investigate as soon as practicable, but no later than 24 hours after receiving the complaint. If the location of the complaint is known then the Company shall visit the site and take odor measurements utilizing an olfactometer or other approved device. if the complaint location is not known then the Company shall do its best to characterize offsite odor performance using the olfactometer. e corrective actions. When the source of the alleged odor is found, and if such alleged odor is determined to be coming from the land application site, the Company shall evaluate its operations and implement appropriate response actions. Under no circumstances shall offsite odors meet or exceed the nuisance odor criteria as defined by TCEQ or EPA. • the plan will state the Odor Guarantee requirements that the Company must meet • the Company will continuously evaluate the effectiveness of its land application strategies and will work with the City to update and revise the Odor Control Plan and other procedures as needed and appropriate. 10-8 City of Fort Worth VCWRF Biosolids Management Project 10.3.3 Noise Control Procedures The Company shall develop Noise Control Procedures as a subsection to the O&M Plan that meet the Contract Standards. The Company shall minimize noise impacts in accordance with prudent industry practice, Company standard programs, and City ordinances. The Company shall train employees and subcontractors to identify and monitor for disallowed activities; and utilize appropriate noise attenuation, noise barriers, and other techniques for reducing noise to meet the permissible sound levels established in Appendix 3, Section 3.7.3. 10.3.4 Laboratory Protocols & Sampling The Company shall develop laboratory, sampling, and testing protocols as a subsection to the O&M Plan in accordance with Applicable Law and to demonstrate compliance with the Contract Standards. Samples collected for the purposes of demonstrating regulatory compliance must be analyzed by an accredited third party laboratory unless otherwise noted by the Service Contract. Samples not associated with regulatory compliance, such as process control sampling, may be analyzed by the Company's laboratory. All laboratory operations shall be set up, audited, and monitored to ensure compliance with EPA standard test methods and any state requirements. All laboratory methods shall use the latest edition of federal and any applicable state standards. A quality assurance/quality control (QA/QC) program shall be implemented to produce accurate; reliable and reproducible; and certifiable and legally defensible data as described in Appendix 7. The Company shall utilize a laboratory information management system program for data tracking and reporting. The City shall have read only access to this system. The Company shall perform all sampling and testing related to operational process control at its own expense. Such process control testing shall be as defined in the Company's O&M Plan. All analysis required to be performed to demonstrate compliance with Applicable Law or the occurrence of an Uncontrollable Circumstance shall be conducted by a laboratory certified by the appropriate Governmental Body with all analyses performed in accordance with Standard Methods or other Governmental Body -approved procedures. The Company shall arrange for independent, certified technicians to perform calibration of the analytical instruments. The Company shall be responsible for payment of all associated fees and expenses for the calibration services. Company shall maintain copies of all sampling records and analytical reports as required by law and the Service Contract. Copies of these documents shall be submitted to the City as required by the Service Contract. (1) Percent Solids Determination The company shall be responsible for measuring the percent solids content of the biosolids on a daily basis as described below. Percent solids sampling of the feedstock and return flow shall be collected using an automated in -line TSS analyzer as required by this document and the Service Agreement. The company shall ensure the analyzers are providing accurate results and that they are properly maintained and calibrated per manufacture specifications. 10-9 City of Fort worth VCWRF Biosolids Management Project • Percent solids samples from the material produced by the rotary drum dryer shall be collected by the Contractor at least 3 times per day, with at least one sample collected during each 8 hour work shift. Samples shall be collected at a location agreed upon by the City and the Contractor. ® Prior to Acceptance, or for those instances when the current Class AB lime process is used as an emergency backup process, the Contractor shall collect solids samples of the dewatered cake prior to lime addition. Samples shall be collected a minimum of 3 times per day, with at least one sample collected during each 8 hour work shift. o For the biosolids end products (Class A and Class AB), the percent solids samples shall be collected and analyzed using appropriate methodology. Samples shall be analyzed in an oven according to requirements outlined in Standard Methods 2540 G. • A daily percent solids value shall be calculated using the arithmetic average of all samples collected each day. • Contractor shall maintain daily records of percent solids sampling activities including the date and times samples are collected, the percent solids of each sample, and the daily percent solids value calculation. (2) Nutrient Analysis At least once per month the Company shall sample the biosolids for nutrient content using an EPA or TCEQ approved methodology. At a minimum this includes the following parameters: Ammonia-N o Nitrogen (TKN) Nitrate-N o Nitrite-N o Total Phosphorus e Total Potassium Magnesium (3) Return Flow Sampling Return flows pumped from the Project Site to VCWRF shall be sampled and analyzed to demonstrate compliance with the Return Flow Guarantee Requirements in Appendix 3. Sampling and analysis shall be performed using EPA and TCEQ approved methodology, and shall meet the requirements as listed in Appendix 7, Section 7.5.5. 10.3.5 Return Flows, Stormwater Ponds, and Lift station management The O&M Plan shall describe the Company's plan to operate and maintain all Return Flow, pond, and lift station systems in compliance with the Contract Requirements, and demonstrate compliance with the Return Flow Guarantee. 10-10 City of Fort Worth VCWRF Biosolids Management Project The plan shall include provisions for Return Flow sampling. These samples shall be taken at the Return Flow Lift Station. The plan shall also include provisions whereby the Company will notify the City if sampling ever shows that the Return Flow Guarantee requirements are not met, or if any unusual discharge is sent to VCWRF (e.g., a petroleum spill in the ponds). See Appendix 7, Section 7.5.5 for additional information on return flow sampling. 10.3.6 Residuals Management Plan The Company shall develop a Residuals Management Plan as a subsection to the O&M Plan that meets the Service Contract standards. The Residuals Management Plan shall include the management of grit and other residuals as applicable that are not Biosolids. The Plan will identify and implement procedures for the beneficial reuse of Class A and AB biosolids that are produced onsite. The plan will specify the processing, treatment, storage, transportation and land application management strategies and procedures to comply with this Service Contract and any applicable regulatory standards. The Company shall be responsible for the full management (e.g., processing, handling, storage, transport, and disposal and/or utilization) of all residuals generated by the performance of its contractual obligations. The Residuals and Management Plan will include procedures and management strategies to minimize the storage time and odors of Class AB biosolids. This includes but is not limited to: the plan will state that during normal operations the Company shall implement procedures to minimize the storage time of Class AB biosolids. Specifically this material shall not be stored more than 72 hours to ensure good odor performance during land application and to minimize vectors. during wet weather events the Company shall utilize the 5 million gallon liquid sludge storage tank to minimize the stockpiling of Class AB biosolids. ® the 72 hour hold time for Class AB biosolids shall be waived for instances of sustained wet weather events that effect North Texas. The 72 hour hold time may also be waived due to non -compliant feedstock as defined in Appendix 3, Section 3.3.2 or an Uncontrollable Circumstance as defined by the Service Contract. when Class AB biosolids are produced the Company shall utilize the Landia AirJets to aerate the digested solids prior to dewatering. This will be done to improve the odor performance during land application. This requirement may be waived or reinstated upon written notice from the City. The Residuals and Management Plan shall include provisions for the storage of Class A biosolids. After Acceptance the Class A biosolids shall be stored in the onsite silos or storage units included in the Company's proposal. Additional storage may be accommodated on the storage pad located just to the west and north of ponds (see Appendix 1, Figure 1-1). If dried material is stored on the pad it will be done in such a manner as to prevent fire or safety hazards while also minimizing odors and the degradation of product quality. Under no circumstances shall storage of Class A material result in nuisance conditions for odors or vectors. Dried material shall not be stored on the pads for over 45 days without first obtaining written approval from the City. 10-11 City of Fort Worth VCWRF Biosolids Management Project Company shall make all reasonable efforts to produce and beneficially reuse all biosolids. As part of the Residuals Management Plan the Company shall develop and implement contingency procedures for those occurrences when services are interrupted and/or beneficial reuse is not feasible. The plan must specify how the Company will continue to meet its contractual obligations under adverse circumstances, including but not limited to: • Failure of a critical piece of equipment or prolonged shutdowns; o Failure to generate product within established tolerances; • Lack of demand in the reuse market resulting in unsold product; • Inaccessible haul routes or disposal locations due to wet weather conditions or other factors. The plan should reference the Adverse Weather & Alternative Plan as required by the TCEQ. The Residuals Management Plan shall state that biosolids will not be sent to a landfill without prior approval of the City. In addition, no more than 1,500 dry tons per contract year w►71 be processed to Class AB quality following Acceptance without first obtaining written permission from the City. However, the quantity of any dredged material removed from the onsite ponds will not count against the annual 1,500 dry ton limit. The Residuals Management Plan shall also include procedures for the development and submittal of the monthly land application schedule as required by TCEQ. The Residuals Management Plan shall state that the Company will cover/tarp all transport containers for residuals, including grit and screenings and Biosolids. All vehicles shall be sufficiently secure so as to prevent any release of material, including dust, or leakage of liquid during transport of residuals. The Company shall furnish and maintain all licenses and permits required for the transportation of residuals throughout the Term. Residuals management, from biosolids production, treatment, transportation, storage and beneficial reuse or disposal shall be in compliance with the Service Contract as well as any applicable rules and regulations. The Residuals and Management Plan will include provisions for the periodic dredging of the two ponds, which will be performed in accordance with Appendix 3, Section 3.7.7. Dredged material shall be processed separately to meet Class AB biosolids regulatory requirements using the existing belt -filter presses. No dredged material shall be processed through the newly installed infrastructure associated with the Biosolids Processing Solution. Beneficial reuse or disposal of dredged biosolids shall be performed in accordance with the Service Agreement and any applicable rules and requirements, including all odor control and complaint response requirements. The Company may propose an alternate reuse or disposal process for dredged material. However, for such a proposal to be considered it must be approved by the City and be performed in accordance with the Service Contract, including the odor control and complaint response procedures, as well as any applicable rules and regulations. Furthermore it cannot create nuisance conditions or liability for the City. Land application of Class B biosolids will not be considered. Processing of material through the newly installed Biosolids Processing Solution will not be considered. The Company shall provide all sampling, analysis, record -keeping, and reporting for residuals in accordance with Applicable Law and to provide the monthly report information. The Company shall sample and routinely have the Biosolids analyzed to ensure compliance with the TCEQ 10-12 City of Fort Worth VCWRF Biosolids Management Project Regulations for Class AB or Class A Biosolids prior to Acceptance, and Class A biosolids following Acceptance, and in accordance with the facility TPDES permit. This subsection of the O&M Plan shall also include a Residuals Handling Plan and a Spill Prevention and Cleanup Plan associated with the residuals transport as a subset of the O&M Plan. The Company is responsible for all cleanup work and associated costs of spills. The Company will continuously evaluate the effectiveness of its residuals management strategies and will work with the City to update and revise the Residuals Management Plan and other procedures as needed and appropriate. 10.3.7 Staffing Plan The Company shall prepare a staffing plan as a subsection of the O&M Plan that describes the roles and responsibilities of operation and management staff, key management staff, and technical and support staff for the Managed Assets. The plan shall include an organization chart, job descriptions, required certifications and qualifications of operation and management staff, and a description of the staff training programs. The staffing plan shall reflect the percentage of time each staff person is committed to being onsite and working at the Site as set forth in Exhibit 15-1 within Appendix 15. The staffing plan shall be updated periodically and as requested by the City to reflect changes in staff and staffing needs. 10.3.8 Trainin The Company shall prepare a training subsection of the O&M Plan. The Company shall provide training programs for staff for operations and maintenance, safety, sampling and analytical procedures, regulatory compliance, process control and odor management, and emergency response to address O&M and staff needs. 10.3.9 License Management The O&M Plan shall include a subsection describing the Company's license management. The Company shall ensure that all required federal, state, and local approvals, licenses, and certifications necessary to operate, maintain, and manage the Managed Assets are met and keep the certification requirements current. 10.3.10 Emergency Response and Disaster Recovery Plan The Company shall prepare a site -specific Emergency Response/Disaster Recovery Plan as a subsection of the O&M Plan for the Managed Assets based on the guidelines stipulated by the City as well as applicable federal, state, and local agencies. The Company must coordinate this plan with the City's current Emergency Management Plan. This plan shall be regularly reviewed and modified to ensure that it continues to meet applicable regulations. The Company shall also coordinate with local emergency programs and work with City fire, police, and other public agencies to resolve any conflicts. The Emergency Response/Disaster Recovery Plan shall address hazards and emergencies that include the following: 10-13 City of Fort Worth VCWRF Biosolids Management Project • chemical or residuals spills • biosolids spills during transport or accidents • personnel emergencies (including injury or death) • fire and explosions • pipe, valve, or pump failures • equipment and process failures and overflows • power utilities service failures • acts of God (earthquakes, windstorms, and floods) • wastewater and recycled water bypass discharges • toxic loadings in feedstock streams. • plant chemical alert notification requiring evacuation These plans shall include the following information: • emergency telephone numbers • emergency equipment inventory • records preservation procedures • industrial waste inventory • coordinating instructions and communication with public safety agencies and the City • agency and public notification procedures (as directed by the City) • troubleshooting guides • chain -of -command • evacuation locations • , action plans: disasters and terrorism • outside service respondents.listing • priority repair listing • identifying and maintaining alternative supplies of parts, equipment, goods, and services • emergency preparedness and response training 10-14 City of Fort Worth VCWRF Biosolids Management Project • site maps level of response effort and activities to maintain operations • follow-up and closure procedures. The Emergency Response/Disaster Recovery Plan shall also include a section on troubleshooting during an emergency. The plan, at a minimum, shall define the person(s) responsible during an emergency, their duties, the response effort, the reporting requirements, and preventive measures. Site staff shall evaluate this document regularly to ensure its effectiveness. The Company shall review the Emergency Response/Disaster Recovery Plan annually with its employees, the City, and local emergency personnel and update the plan to reflect any changes that have been identified. The Company shall conduct emergency response drills in accordance with the timing laid out in the Emergency Response/Disaster Recovery Plan with the Company staff, City personnel (as appropriate), local safety personnel, and others as appropriate. The drills will familiarize all parties with the Emergency Response/Disaster Recovery Plan. 10.3.11 Safety Plan The Company shall develop and implement a safety plan in accordance with the Company's corporate safety policy, applicable federal, state, and local regulations, and all contract standards, including those set forth in Article VI, Sections 6.11 and 6.12(A). This shall be included as a subsection to the O&M Plan. The safety plan shall contain or address the following items specific to the Managed Assets as well as transportation, beneficial reuse and disposal: • State the Company's safety policy and its responsibility to meet or exceed applicable safety standards, as well as management's commitment to provide adequate resources for the safety program • Clearly state the purpose of the Safety Plan, including safety goals, standards, and guidelines • Designate a qualified and responsible employee at the facility whose duties shall include supervision of the safety program • Identification of Company personnel to monitor new and pending regulations and the personnel to implement changes to the safety program • Describe potential hazards associated with construction, operation and maintenance activities. This includes at the project site as well as transportation and offsite beneficial reuse or disposal activities. See Table 4-3 (Appendix 4) for specific requirements for sludge drying process operation. • Describe the controls and work practices that will be utilized to minimize identified hazards. The plan will include fire and explosion prevention activities for dried materials. 10-15 City of Fort Worth VCWRF Biosolids Management Project o Detail steps the Contractor will take to implement and enforce necessary safeguards and protections, including but not limited to the following: o Perform hazard assessments as part of an overall job safety analysis for each employee position. Provide personal protective equipment to employees based on findings from the hazard assessment. o Perform and document routine safety inspections of operations and maintenance activities, facility infrastructure & safety equipment; o Detail the Contractors responsibility to promptly address deficiencies identified during safety inspections or job safety analyses, and the procedures it will utilize to address those issues; o Provide periodic safety training to employees based on their level of exposure to hazards and other safety requirements. Hazard communications program, including information on chemical inventories, material safety data sheets, employee training, and hazardous material labeling ® Preparation of a Health and Safety Manual and intended dissemination to employees Spill prevention and control measures Communication to staff through written materials, weekly meetings, and other forums Document and maintain safety related records as required by law and the Service Contract. Records shall be made available to the City upon request. ® Reporting of accidents. The safety plan shall be reviewed and updated annually, or more frequently as needed. The Company shall implement changes and/or adjustments in the Safety Plan and other procedures as necessary and appropriate to maintain a safe working environment and prevent damage, injury or loss. 10.3.12 Security The Company shall develop security procedures and protocols as a subsection of the O&M Plan. The Company shall ensure security in compliance with federal, state, and local regulations with respect to guarding against terrorist and security threats. Fences shall be maintained in neat order and with proper structural integrity. Company is responsible for opening and/or closing the main gate to the project site. 10.3.13 Meetings and City Access to Records and Administrative Space The Company shall develop one subsection of the O&M Plan that includes a description of meetings to be held between the Company and the City, and that also outlines the City's access to records. 10-16 City of Fort worth VCWRF Biosolids Management Project The City and the Company shall meet on a monthly basis at the Site or other mutually agreed upon location to discuss the prior monthly report and project performance, including maintenance issues, conditions of Managed Assets, environmental and permit compliance, invoicing issues, public relations, and other relevant issues. During construction this will include a representative from the TWDB. Copies of documentation of these meetings shall be the responsibility of the Company and shall be distributed to all attendees within seven calendar days following the meeting. In addition, the City and the Company shall meet as needed on a weekly basis for project updates and to discuss any immediate concerns. The Company shall provide and maintain space (not necessarily dedicated), including desks, meeting areas, computers, etc. as needed, for all administration staff on the Site. The Company shall also provide and maintain physical access at all times at the Site for one City staff to utilize an onsite computer to access the SCADA system data, all Asset Management data, all Site performance data, and laboratory information in accordance with Appendix 4, Section 4.4.14 and Appendix 11. The Company shall also provide and maintain secure, remote access to the Company's SCADA system from the Village Creek WRF. 10.3.14 Monthly Invoice and O&M Report The O&M Plan shall include a subsection summarizing the required monthly Invoice and O&M Report as described in Appendix VI Section 6.17 of the Service Contract. This report will be submitted to the City in an approved electronic and hard copy format and contain all information deemed necessary by the City. This report shall at a minimum include the following: biosolids program activities, including a summary of beneficial reuse, storage and disposal activities for the reporting month. This will include an estimated quantity of biosolids stored at the Project Site. monthly load report, which summarizes truck scale weighing, dry tonnage and other parameters as described in Appendix 10, Section 10.3.17(2). After Acceptance this summary will account for the amount of dredged material processed and hauled offsite. a summary of utilities and chemical usage, including amounts used as well as any shutdowns and failures • summary of maintenance, refurbishment and replacement activities as well a description and schedule for those activities that have not yet been completed • updated critical spare parts inventory • a summary of any accidents or safety related incidents at the Project Site, and any corrective actions implemented as required by the Company's Safety Plan. • a summary of health and safety training activities • a summary of flows, percent solids sample results, ammonia concentrations and dry tonnage calculation for the feedstock. The summary will include results for each day as well as totals for the calendar month. 10-17 City of Fort Worth VCWRF Biosolids Management Project ® a summary of the dry tonnage associated with non -compliant residuals as defined in Appendix 3, Section 3.3.3. The summary shall include daily and monthly dry tonnage associated with any non -compliant residuals. A return flow summary that shows daily flows, percent solids sample results, and dry tonnage calculation for each day. The summary will include the total dry tons returned to Village Creek for the calendar month, as well as the calculated monthly dry tonnage that has accumulated in the onsite ponds. The summary will also include daily sample results, flows and calculations for the Return Flow Guarantee Requirements listed in Table 3.1. 0 calculation of the amount due for biosolids services 0 copy of any truck scale calibration certificates during the reporting month (if applicable) ® summary of regulatory activities during the reporting month including sampling, reporting and any enforcement actions forecast of future activities a a summary of complaints received during the reporting month 0 a summary of monitoring activities at the project site and the beneficial reuse sites, as well as any inspections or corrective actions in response to complaints or nuisance conditions. 0 other support services (Company provided only). 10.3.15 Annual O&M Report The Company shall prepare an Annual O&M Report. This report shall include detailed information about the completed billing year's O&M and current condition of the Site. The report shall include, at a minimum: • an assessment of the condition and remaining life of the Managed Assets, details of any modifications made (design details and as -built drawings), and an analysis of the effectiveness of any repairs, replacements, or upgrades 0 a summary of the information provided in the monthly reports 0 a summary of environmental, safety, and regulatory compliance • an assessment of outstanding issues, including any recommendations for changes to Managed Asset operations 0 a 3-year moving forecast of refurbishment and replacement plans 0 Biosolids report, including the total tonnage processed (Feedstock and Product), a summary of beneficial reuse sites and acreage, as well as a breakdown of beneficial reuse and disposal activities and quantities. The report will include any other information deemed necessary by the City. 10-18 City of Folt Worth VCWRF Biosolids Management project Return flows report summary of annual pond depth readings to determine the current quantity of solids deposition and resulting water storage capacity in the two stormwater ponds Summary of complaints, investigations, and corrective actions Summary of any open or closed enforcement actions associated with biosolids . processing, transportation, reuse, or disposal during the reporting period ® Public Outreach Summary Summary of activities associated with the Biosolids EMS operating budget summary ® annual usage summary and Settlement Statements for utilities and chemical utilization. ® a summary of the Annual Laboratory and Sampling Review as detailed in Appendix 7.5.5 The Company shall also prepare an Annual Financial Report at the end of each Contract Year that summarizes the O&M costs for the Managed Assets. The Annual Financial Report shall be submitted with the Annual O&M Report. 10.3.16 O&M Inspections The City or its authorized agents and representatives anticipate performing periodic maintenance, operational or safety inspections of the Managed Assets in accordance with Article VIII, Section 8.4. The anticipated periodic inspections shall be described in a subsection of the O&M Plan. The Company shall maintain all records of operating data and information relevant to the Managed Assets and performance of the Contract Services, including accounting and financial records. The Company shall provide the City access to all such records upon reasonable request. 10.3,17 Truck Scales and Tare Weights The O&M Plan shall detail the procedures the Company will use to maintain the onsite truck scales for the purposes of accurately weighing the biosolids that are sent offsite for beneficial reuse or disposal. The Company is responsible for calibrating the truck scales at least once per quarter using a third party company approved to do such work. Truck scale calibration will be performed prior to the trucks having their tare weights verified. Copies of the calibration certificates shall be made available to the City as part of the Monthly Invoice and O&M report or upon request. In the event that the truck scale is inoperable, the contractor shall have its trucks weighed at a public truck scale that is approved for commercial use and certified by the State of Texas. This shall be done at the Contractor's expense. Any repair of the truck scales is the responsibility of the Company and will be done at its expense. (1) Tare Weights 10-19 City of Fort Worth VCWRF Biosolids Management Project Tare weights shall be performed as follows: • The contractor will establish a validated empty tare weight for each truck and a weight ticket will be issued for that tare weight. Prior to the tare weights the trucks wilt have their fuel tanks filled to capacity and will be cleaned of any residual biosolids material from the trailer, tailgate, and undercarriage. Contractor will provide the City with a minimum of 72 hours advance notice prior to scheduling tare weights so that City personnel may observe the weighing process. The Contractor shall document the tare weights in an approved electronic or written format as required by the City. • The tare weights for all trucks will be verified and adjusted once per quarter, but only after the scales have been calibrated as described above. Contractor shall notify the City of any vehicle modifications that may affect the weighing activities, including the swapping out of trailers. City reserves the right to require any truck to have its tare weight re -verified at any time. (2) Truck Scales Vehicles hauling biosolids shall be weighed using the truck scales, which will be operated as follows: • Each truck hauling biosolids will be weighed on the truck scales before it leaves the site to establish the gross tonnage (truck and biosolids). A weight ticket will then be issued and a copy maintained by the contractor. Using each truck's gross tonnage, tare weight and the daily percent solids value calculation the Contractor will determine the wet and dry tonnage of biosolids hauled offsite. For biosolids that are hauled offsite the Company shall maintain a record listing the hauling dates, the truck and trailer identification numbers, the weight ticket numbers, the names of the destinations (for all locations including reuse, disposal or storage sites), each truck's tare weight, the day's percent solids value calculation, and each truck's gross tonnage, wet tonnage and dry tonnage. The record will also provide a total load count for each reuse, disposal or storage site as well as the cumulative totals of gross tons, wet tons and dry tons for each site. The record will distinguish between Class A and Class AB materials. This record will be submitted to the City in an approved electronic or hard copy format as part of the Monthly Invoice & O&M Report. 10.3.18 Complaint Procedures The Company is responsible for documenting and responding to complaints associated with its contractually obligated activities. The O&M Plan shall at a minimum contain the following procedures: • Company shall maintain a complaint log that meets all TCEQ requirements, and includes the following information: 10-20 City of Fort Worth VCWRF Biosolids Management Project o Day & time the complaint was received, and whether it was received by phone, email, or other methods; o Type of complaint (odors, tracking of materials onto roadways, stormwater runoff, etc.) and applicable details (times, locations, odor descriptors, etc.) o If complainant is willing to provide identifying information (name, address, telephone number, etc.) then it shall be included in the complaint log. o When complainants leave voice messages, emails or other written correspondence, the complaint log shall include the day & time the Company returned the call or correspondence. o List the day, time and description of any corrective action(s) in response to the complaint (if needed and feasible). o Company shall respond directly to the complainant via phone, email, or written correspondence as soon as practicable, but no later than one business day after the complaint is received. The Company shall notify'the complainant of any corrective actions that have been or will be implemented. • Company shall investigate all odor complaints as described in Appendix 10 Section 10.3.2 of this Appendix and perform all necessary and appropriate corrective actions. All other types of complaints shall be investigated as soon as practicable, but no later than 24 hours after receipt of the complaint, with follow up corrective actions as necessary and appropriate. o On those days when complaints are submitted to the Company, the resulting complaint log information shall be forwarded to the City by the end of the business day. Information shall be forwarded in an approved electronic format unless otherwise authorized by the City. Complaint information shall also be submitted with the Monthly Invoice & O&M Report and the Annual O&M Report. • The company shall establish, maintain and make freely known a telephone number, email address and mailing address to which public complaints and communications may be directed. This information shall be included on required land application signage. 10.3.19 Public Outreach The O&M Plan shall detail procedures associated with the Company's public outreach activities. At a minimum these procedures shall include the following: • Coordinate with the City's public outreach activities and the City's Public Communications Office. ® Develop and use a publicly accessible website with content specific to the Fort Worth biosolids program. At a minimum the website shall include: o General information on biosolids processing and beneficial reuse activities; o Promote the benefits of biosolids reuse, including community sustainability;. 10-21 City of Fort Worth VCWRF Biosolids Management Project o List contact information for the Company, including an email address, phone number and mailing address for the purposes of gathering public input and complaints; o Provide digital copies of flyers, brochures and other information that the company has developed; o Provide digital copies of documents associated with the City's Biosolids Environmental Management System. • Develop and make freely available brochures and/or flyers with information on the biosolids program. These materials may include information on the benefits of biosolids reuse, including increased crop yields and community sustainability. • Company shall be responsible for developing and posting signage for land application sites in accordance with City requirements as well as 30 TAC Chapter 312 and the TPDES permit. The content of the signs requires City approval and shall include the fallowing: o Contractor's Name and Logo displayed prominently at the top of the sign; o Company's contact information for public questions, comments and complaints. This shall include the Company's phone number, email address, public website address and mailing address; o Signs shall include TCEQ required content. The signs may also include information promoting beneficial reuse, sustainability, the environmental management system, and other related topics; o Signs may be utilized as a method to distribute brochures and flyers on the biosolids program. Respond to questions from the City's Contract Administrator, and provide written materials for public meetings and presentations as requested, and attendance and participation at same as requested by the City; The O&M Plan shall list additional public outreach activities as appropriate and necessary to promote the beneficial reuse of biosolids; ® Company shall utilize the City's biosolids Environmental Management System's continual improvement philosophy to periodically evaluate and improve public outreach activities as needed and appropriate. • Prior to performing land application on any field, the Company shall first notify the county commissioner(s) who have jurisdiction where the land application site is located. Notification shall occur at least 48 hours prior to commencement of land application activities. If diversion to an alternate field is needed due to wet weather events or other issues outside the Company's control, then the county commissioner(s) shall be notified at the time of diversion. The Company shall document each notification and maintain those records for a minimum of 5 years. Records of all such notifications shall be provided to the City upon request. 10-22 City of Fort Worth VCWRF Biosolids Management 10.3.20 Environmental Management System (EMS) The O&M Plan shall state that the Company will assist the City with implementation of its third party certified EMS_ The Company shall provide adequate resources and manpower to maintain the EMS certification, including development of standard operating procedures and assistance with internal and external EMS audits. Detailed information on EMS responsibilities can be found in Appendix 7, Section 7.8. 10.4 Site Tour To help educate and bring awareness about innovative wastewater treatment, the Company will host tours of the upgraded Site by request. The Company shall coordinate with the City during the Design -Build Period to finalize the tour route. 10-23 City of Fort Worth VCWRF Biosolids Management Project Exhibit 10-1. Preliminary Operation and Maintenance Plan [Submission in accordance with Design -Build Schedule and based on Company Proposal Subsection 3.2.3(c)] 10-24 City of Fort worth VCWRF Biosolids Management Project APPENDIX 11 ASSET MANAGEMENT 11.1 Purpose of Appendix This appendix sets forth requirements for the maintenance, repair, replacement, and management of the Managed Assets and is intended to address certain major activities required under the terms of the Service Contract within Article VIII. Additional maintenance requirements are set forth in Appendix 10. 11.2 Objectives The Company shall maintain, repair, replace, and manage the Managed Assets in accordance with the Contract Standards. Repair and replacement decision -making shall be based on the operational and maintenance objectives set forth in Appendix 10, Section 10.2 as well as the following: prudent renewal and replacement of major equipment cost-effective upgrades of obsolete equipment and systems • application and use of maintenance and performance management information systems use of industry best practice for asset management. 11.3 Asset Management Program The Company shall develop an asset management approach for how to develop and implement an asset management program. The focus of this program will be on maintenance, repair and replacement of the Managed Assets. The Company shall evaluate the City's current asset management practices and, where appropriate, build upon the business tools and processes established by the City. The items listed in Table 11-1 within Appendix 11, Section 11.3 are considered basic asset management items that the Company is expected to have in its asset management program. The asset management program shall also include any necessary staff training. The Company asset management programs shall also include the following elements: ® asset inventory 4 asset management team ® needs assessment Asset Management Plan. Expectations for these elements are defined in the subsequent subsections. City of Fort Worth VCWRF Biosolids Management Project Table 11-1. Asset Management Best Management Practice Items Table 11-1. Asset Management Best Management Practice Items A strategy for asset management covering the development and implementation of plans and programs for asset creation, operation, maintenance, Asset rehabilitation/replacement, disposal, and performance monitoring to ensure that management the desired levels of service (LOS) and other operational objectives are achieved at strategy optimum cost. The defined service quality fora particular activity or service area against which service performance can be measured. Service levels usually relate to quality, LOS goals quantity, reliability, responsiveness, environmental acceptability, and cost. A qualitative or quantitative measure of a service or activity used to compare actual performance against a standard or other target. Performance indicators Key commonly relate to statutory limits, safety, responsiveness, cost, comfort, asset performance performance, reliability, efficiency, environmental protection, and customer indicators satisfaction Risk The application of a formal process to the range of possible values relating to key management factors associated with a risk in order to determine the resultant ranges of strategy outcomes and their probability of occurrence Business case A process to determine the need for and best configuration of a capital project in evaluation terms of service levels, economics, and risk. Astrategy for determining how much capital, operations and maintenance (O&M), Financial and rehabilitation and replacement funding will be needed to maintain assets strategy optimally. Managed Assets for which the financial, business, or service level consequences of Asset criticality failure are sufficiently severe to justify proactive inspection and rehabilitation. assessment Critical assets have a lowerthreshold for action than non -critical assets. Collated information, policies, and procedures for the optimum maintenance of an Maintenance asset or group of assets. The maintenance strategy should address predictive and and reliability preventive maintenance practices and incorporate principles of reliability -center strategy maintenance if deemed applicable by the Company. Failure codes Code for describing a discrete mode of failure Failure modes A technique for analyzing and evaluating a design to ensure that the application and effects has the desired reliability characteristics by obviating those critical failure modes analysis through employment of redundancy, providing alternate modes of operation, de- (FMEA) rating, or any other means The process of evaluating an asset to estimate its remaining useful life, or its Condition probability of failure. Assessments are tied to asset failure modes and are usually assessment expressed numerically. Data management strategy A strategy for collecting, analyzing, and using data to optimize the O&M of assets. Rehabilitation and A strategy for determining when to refurbish and repair assets and determine the replacement/r interval between the times an asset is placed in service and the expected date of emaining replacement. 11-2 City of Fort Worth VCWRF Biosolids Management Project useful life Spare parts A strategy for keeping the optimal amount of parts available for critical asset strategy rehabilitation and replacement as well as routine maintenance. Annual A list of what information will be provided to the City on an annual basis for the reporting Cornpanv to show that it is managing assets effectively and efficiently. 11.3.1 Asset InventoN The Company shall build upon the existing Managed Asset inventory provided by the City to define the level of Managed Asset information it will collect and maintain. Where enhancements are proposed, the benefits to the City shall be identified. During the Design -Build Period and prior to the Construction Date, the Company shall develop an asset numbering system for its Managed Asset inventory that assigns individual identification numbers to each asset including but not limited to all existing facilities and equipment that will remain at the Site following Acceptance and all components of the Biosolids Solution. Refer to Appendix 2, Attachments 2-1 and 2-2 for the City's inventory for fixed assets at the Site, as well as the inventories for rolling stock and mobile equipment, and laboratory equipment. 11.3.2 Establish Team The Company shall present a strategy for developing and maintaining an asset management program at the City. The Company shall utilize a cross -functional team and work closely with the City to determine the needs and goals of the program. 11.3.3 Needs Assessment The Company shall perform a "needs assessment" for the asset management program to establish the Asset Management Plan. The needs assessment is a gap analysis that will look at the City's current asset management activities and compare these activities to best practice. Where a "gap" between the City's activities and best practice is revealed, the Company will develop a list of "needs." The Company shall develop a ranking of all Site equipment in terms of criticality and document the criticality ranking results against each piece of equipment. The Company shall review the existing service levels, equipment and process performance, maintenance program, and computerized maintenance management system (CMMS) data for the needs assessment as well as all other items presented in Table 11-1 within Appendix 11, Section 11.3. Based on this needs assessment, an Asset Management Plan will be developed to identify how the Company intends to address the gaps identified in the needs assessment. 11.3.4 Asset Management Plan The Company shall produce an Asset Management Plan that defines which gaps the Company will prioritize and address first by establishing 1-, 5-, and 14-year action plans. As an example, a short-term action might be to collect and store additional Managed Asset data in the CMMS for maintainable Managed Assets not currently listed in the Managed Asset inventory. The Asset Management Plan shall define all activities, resources, milestones and timelines for implementing the Asset Management Program, including repair and replacement. 11-3 City of Fort Worth VCWRF Biosolids Management Proiect Exhibit 11-1 within Appendix 11 presents the Company's preliminary Asset Management Plan; separate preliminary plans are presented for before and after Acceptance. In accordance with the timeframes in Exhibit 2-2 within Appendix 2, the Company shall submit copies of a draft and final pre -Acceptance Asset Management Plan to the City for review. The Company shall submit copies of a draft post -Acceptance Asset Management Plan to the City for review prior to Acceptance and a final post -Acceptance Asset Management Plan to the City for review within 90 days of Acceptance. The City will review the Asset Management Plan drafts and return one marked -up copy with comments in accordance with the timeframes shown in Table 9-1 within Appendix 9, Section 9.2.1. (1) Maintenance Plan The Company shall include a section within the Asset Management Plan describing the Company's maintenance plan for Managed Assets before and after Acceptance as required in Appendix 10 (including Attachment 10-1) and as further discussed in Appendix 11, Section 11.4 below. This section of the Asset Management Plan shall be reviewed annually and updated to reflect new or changed information. (2) Repair and Replacement Plan The Company shall include a section within the Asset Management Plan describing the Company's repair and replacement plan for Managed Assets before and after Acceptance. This section of the Asset Management Plan shall be reviewed annually and updated to reflect new or changed information. The repair and replacement plan section shall contain the following subsections describing the requirements for repair and replacement activities to be performed as part of the Contract Services. The Company shall coordinate with the City to provide input into repairs and replacement planning. (a) Existing Site The Company shall follow and build upon existing repair and replacement schedules for the existing Site in accordance with industry best practices. Where applicable, the Company shall optimize schedules to allow for maximum effectiveness and efficiency in sustaining the existing facilities. This section shall include the Company's plan and schedule for repair and replacement activities that will occur prior to Acceptance and shall reference the Company's Major Maintenance, Repair, and Replacement plan and schedule described below as appropriate. (b) Upgraded Site The Company shall provide repair and replacement services for the upgraded Site in accordance with industry best practices. The repair and replacement plan shall address the objectives and the approach to protect and preserve the upgraded Site following Acceptance. This plan shall include the following: 11-4 City of Fort Worth VCWRF Biosolids Management Project • a detailed repair schedule • a detailed replacement schedule o monitoring procedures for repair work performed by subcontractors • information to assist the City in its periodic inspections • methods to optimize repair work • schedule for anticipated refurbishment and replacement of all critical assets. This section shall also include the Company's Major Maintenance, Repair and Replacement plan and schedule, including activities before and after Acceptance in accordance with Article Vlll. 11.4 Computerized Maintenance Management System The Company shall adopt and implement a Maximo based asset management system. The City shall have, at minimum, read-only access to the system. Contractor shall be responsible to enter equipment into Maximo, and maintain work orders and equipment history in accordance with their submitted maintenance plans. At a minimum, the Company will utilize the CMMS system for the following activities: • generate a record of repair and replacement of the Managed Assets on a detailed, item - by -item basis • schedule, carry out, monitor, report, and control the Company's predictive, preventive, and corrective maintenance programs • maintain accountability on completion of tasks and create a historical database to be used to track and predict equipment performance and potential equipment failure • control spare parts and inventory system • manage equipment inventory utilizing an asset numbering system as described in Appendix 11, Section 11.3.1 • generate work order reports • generate job completion reports • track repair warranties • track failures by failure type (using established failure codes) • generate issue exception, equipment status, and repair priority reports 11-5 City of Fort Worth VCWRF Biosolids Management Project integrate into other Managed Assets functions such as operations, laboratory, management, safety and administration ® generate custom reports, including management summary reports, life cycle costs, and staff utilization ® provide adequate staff training in how to maximize the effectiveness and functionality of the CMMS system. The repair and replacement plan shall describe activities to utilize the CMMS to benchmark monthly maintenance performance. The Company shall maintain a spare parts inventory control system as part of the CMMS to optimize and track the inventory of spare parts and materials. The Company will develop a spare parts strategy with consideration of asset criticality, spare part lead time, and cost. The spare parts inventory control system shall identify all necessary information regarding: inventory item, inventory status, including critical items, spare parts suppliers and lead time to obtain an item. Minimum and maximum inventory levels shall be identified as part of the inventory control system. Data associated with the CMMS will be maintained for the life of the Service Contract and turned over the City at the end of the Term. 11-6 City of Fort Worth VCWRF Biosolids Management Project Exhibit 11-1. Preliminary Asset Management Plan [Submission in accordance with Design -Build Schedule and based on Company Proposal Subsection 32.3(d)] 11-7 City of Fort Worth VCWRF Biosolids Management Project APPENDIX 12 PAYMENT SCHEDULES 12.1 Purpose of Appendix The purpose of this appendix is to define the construction milestones and maximum cumulative drawdown payments that the City will pay for the Design -Build Work (including cost of all warranty obligations) in accordance with Article XII. 12.2 Design -Build Period Drawdown Schedule and Milestones Exhibit 12-1 within Appendix 12 is a listing of major milestones during the Design- Build Period. The costs listed in Exhibit 12-1 within Appendix 12 are included in the Fixed Design -Build Price and cover all Design -Build Work to be conducted and all warranty work. Exhibit 12-1 within Appendix 12 also shows the maximum payment that will be made for each major milestone during the Design -Build Period. Monthly payments shall be made based on actual cumulative percentage of work completed and equipment installed as determined by the progress in completion of the milestone but shall not exceed the milestone maximum amounts. Therefore, the major milestones shall subdivide the Design -Build Work into component parts in sufficient detail to serve as the basis for progress payments during construction. The major milestones listed in Exhibit 12-1 within Appendix 12 shall coincide with the major milestones set forth in Exhibit 5-1 within Appendix 5. 12-1 City of Fort Worth VCWRF Biosolids Management Project Exhibit 12-1. Maximum Design -Build Period Drawdown Schedule and Milestones [Reference Attachment T" - Price Submission Form 2] 12-2 City of Fort Worth VCWRF Biosolids Management Project APPENDIX 13 ASSET EVALUATION PROTOCOL 13.1 Purpose of Appendix This appendix details the protocol and procedures to be followed by the Company to evaluate and measure the condition of the upgraded Site for compliance with its obligations under Article VIII, Section 8.3 the Service Contract. 13.2 Baseline Site Record This and subsequent sections describe components of the asset evaluation protocol. 13.2.1 Site Equipment The Company shall provide the City with a baseline status of all Site equipment prior to the commencement of operations including asset number, asset name, asset manufacturer and model number, date installed, price of installed equipment, service life (in years), condition/status and any additional descriptions of condition/comments; this baseline status shall include new equipment, and existing equipment to the extent that this information is available or can be estimated. The Company's estimation of service life (in years) shall be subject to the approval of the City. The Company shall keep a record of documentation supporting the data provided in the Baseline Biosolids Site Record and maintain this record through the performance of the final asset evaluation. Such documentation shall include records of labor and material costs, vendor invoices, etc., to substantiate the price of installed equipment. A copy of the record of documentation shall be provided to the City along with the Baseline Biosolids Site Record. In accordance with the Service Contract, all new -and upgraded Site equipment shall have a baseline condition/status as "New equipment, fully functioning in excellent condition." In accordance with the Service Contract, the Company shall continue to inspect the Site equipment annually following Acceptance and update the Baseline Biosolids Site Record and the record of supporting documentation accordingly. 13.2.2 Site Structures The Company shall make an initial record of the Site structures prior to the commencement of operations. As part of the initial record, a photographic and video record shall be made of the exterior and interior of the Site structures, where possible. In accordance with the Service Contract, the Company shall perform the evaluations of Site structures annually following Acceptance and update the Baseline Biosolids Site Record accordingly. If new structures are added, the photographic and video record shall also be updated by addition of the new structures. All new Site structures shall have an initial functionality and structural integrity rating of 5 based on the rating system presented in Appendix 13, Section 13.3.2 hereof. The Company shall also provide the City with record copies of photographs and videos on CD as requested. 13.3 Final Evaluation of the Site Not more than 12 months prior to and not later than six months prior to the end of the Initial Term, as required by the Service Contract, the Company shall perform a final evaluation of the Site. This includes the services of an Independent Evaluator as described below, to be paid for by the Company. The City reserves the right to delay this evaluation to later in the Contract period depending on the City's decisions regarding Contract renewal. 13-1 City of Fort Worth VCWRF Biosolids Management Pro As provided by the Service Contract, the Site equipment and structures are required to be returned to the City in good condition, working order and repair as when new, with ordinary wear and tear excepted as determined in light of the Company's maintenance, repair and replacement obligations under the Service Contract. 13.3.1 Final Site Equipment Evaluation For the final Site equipment evaluation, the Company, the City, and an Independent Evaluator shall verify the accuracy, including the proper designation of each asset, and the completeness and accuracy of the Baseline Biosolids Site Record prepared and maintained by the Company in accordance with Appendix 13, Section 13.2 hereof. Assets removed from service but left in place shall continue to be shown in the Baseline Biosolids Site Record. The evaluation of an asset shall be based upon its ability to perform its intended function, taking into consideration its performance history, physical condition, availability, and maintenance records. The Independent Evaluator shall conduct the following procedures to evaluate Site equipment: • Visually inspect the Site equipment. • Monitor related instrumentation to determine the assets' physical condition and operation characteristics. Collect any measurements, readings, or other pertinent information which the Independent Evaluator deems appropriate. ® Review all repair, rebuild, and replacement records, and consult with manufacturers. Inspect all readily accessible parts and surfaces for any installation problems; excessive vibration, noise, or temperature; the condition of coatings; signs of wear or corrosion; and leakage of any fluids. Inspection activities shall be conducted while motor -driven equipment is in operation to observe its functionality. The equipment evaluation shall determine if the assets operate properly and perform the function for which they were intended. A functionality rating of 1 to 5 will be assigned to each of the applicable assets. The rating shall utilize the following criteria: 5 — Excellent overall condition. Asset fully functional as designed with no visible defects or wear. 4 — Good overall condition. Asset functions as needed for current operating conditions, has visible signs of minor defects, and wear is less than expected. 3 — Fair overall condition. Asset functions as needed for current operating conditions, has visible signs of moderate defects and expected wear. ® 2 — Poor overall condition. Asset operable, but does not function as needed for current operating conditions. Asset has visible signs of major defects and wear is more than expected. There may be personnel safety issues. 13-2 City of Fort Worth VCWRF Biosolids Management Project 1 — Inoperable. Asset is non-functional and requires major repair or replacement to restore operation. The findings of the functionality evaluation shall be tabulated on a spreadsheet such as in the Baseline Site Record. 13.3.2 Final Site Structures Evaluation (1) Functionality Evaluation The functionality evaluation shall determine if the operating Site structures operate properly and perform the function for which they were intended. As part of the functionality evaluation of each Site structure, a functionality rating of 1 to 5 will be assigned to each of the applicable Site structures. The rating shall utilize the following criteria: 5 — Excellent overall condition. Asset fully functional as designed with no visible defects or wear. 0 4 — Good overall condition. Asset functions as needed for current operating conditions, has visible signs of minor defects, and wear is less than expected. ® 3 — Fair overall condition. Asset functions as needed for current operating conditions, has visible signs of moderate defects and expected wear. ® 2 — Poor overall condition. Asset operable, but does not function as needed for current operating conditions. Asset has visible signs of major defects and wear is more than expected. There may be personnel safety issues. 0 1 — Inoperable. Asset is non-functional and requires major repair or replacement to restore operation. The findings of the functionality evaluation shall be tabulated on a spreadsheet such as in the Baseline Biosolids Site Record. (2) Structural Integrity Evaluation The structural integrity evaluation shall include visual inspection with photographic and video recording of all Site structures, including, but not limited to: • buildings and concrete structures, both above and below ground, including doors, hatches, stairways, and windows • walkways, roads and other paved areas ® fencing • finish system — paint, sealants and other liquid applied finishes • floor, ceiling, roofs and wall system --- tiles, carpeting, raised floors and drop ceilings. 13-3 City of Fort Worth VCWRF Biosolids Management Project Structures and paved areas shall be checked for structural defects and damage, such as cracks and concrete deterioration that could reduce their service life. Finish systems shall be visually inspected to assure that they provide adequate coverage and afford the desired protection. Occurrence of flaking, corrosion,' -rot, and inadequate coverage should be noted. Floor, ceiling, roofs, and wall systems shall be visually inspected for excess wear and damages. As part of the structural integrity evaluation of each Site structure, a structural integrity rating of 1 to 5 shall be assigned to each of the applicable Site structures. The rating shall utilize the following criteria: ® 5 — Excellent overall condition. No visible defects, cracking, or wear. 0 4 — Good overall condition. Visible signs of minor defects, and wear is less than expected. 3 — Fair overall condition. Visible sign of moderate defects and expected wear. 2 — Poor overall condition. Visible signs of major defects and wear is more than expected. m 1 — Imminent failure. Extremely poor overall condition; may be significant safety or structural concerns. The findings of the structural integrity evaluation shall be tabulated on a spreadsheet such as in the Baseline Biosolids Site Record. Videotape records made of the initial condition of assets, whether or not structural or other physical defects are revealed, shall be included as part of the Final Asset Evaluation. The location on the videotape corresponding to any listed defect shall be entered in the spreadsheet with each listing. 13.4 Evaluation Reports and Products The procedures followed, together with the findings and results of the final asset evaluation process, shall be presented in a final asset evaluation report (the "Final Asset Evaluation"). Text, spreadsheets, and databases shall all be prepared using a computer software program mutually agreed to by the parties. The Independent Evaluator shall provide the City and the Company with preliminary drafts of all documents for review and comment. Both parties shall sign final documents on each page for authentication and shall receive an authenticated copy of all final reports, databases, spreadsheets, video documentation, and handwritten notes. The Final Asset Evaluation shall consist of at least the following clearly delineated sections: ® Initial Baseline Biosolids Site Record • Final Baseline Biosolids Site Record • Functionality of the Site equipment ® Functionality and Structural Integrity of the Site structures 13-4 City of Fort Worth VCWRF Blosolids Management Project ® Supplemental information as may be determined by the Independent Evaluator. 13.4.1 Baseline Site Record This section of the Final Asset Evaluation shall include the Initial Baseline Blosolids Site Record and the Final Baseline Biosolids Site Record. 13.4.2 Final Evaluation The Final Asset Evaluation shall provide the results of the functionality evaluations for equipment and structures, and the structural integrity evaluation of the Site structures. Those assets that do not exhibit physical or structural defects shall be noted as such in the Final Asset Evaluation with a statement regarding the overall condition. The findings of the functionality evaluation shall be tabulated on a spreadsheet. For the purposes of determining the Company's obligations pursuant to the Service Contract, the Independent Evaluator shall, for assets with a functionality or structural integrity rating less than 3 as defined in Appendix 13, Section 13.3.2 hereof, indicate in each instance what repairs would be needed to bring both functionality and structural integrity ratings to a minimum level of 3. 13.4.3 Supplemental Information This section of the Final Asset Evaluation shall include all supplemental information used by the Independent Evaluator, including, but not limited to, results of diagnostic testing, equipment supplier information, and notes and calculations to support its findings and conclusion. This supplemental information may be included as appendices or attachments to the Final Asset Evaluation. 13-5 City of Fort Worth VCWRF Riosolids Management Project APPENDIX 14 EXIT TEST PROCEDURES AND STANDARDS 14.1 Purpose of Appendix This appendix sets forth the requirements for the Exit Test Procedures and Standards of the Biosolids Solution required in accordance with Article XV, subsection 15.9(E) of the Service Contract. 14.2 Exit Test Plan The Company shall prepare and submit to the City for its review and approval the Exit Test Plan, which includes the following minimum requirements: procedures for demonstrating compliance with Performance Guarantee requirements ® procedures for testing all process, treatment, and ancillary systems procedures for testing the standby power capabilities of the Site, including operation of the Site on standby power use of permanent and temporary instrumentation ® organization of the test team, including responsibilities, authority, and decision making protocols response procedures for unsuccessful test results including definition of threshold results that constitute overall Exit Test failure ® testing schedule • operating and maintenance schedule during testing procedures for demonstrating compliance with every Exit Test Procedure and Standard descriptions of all parameters to be monitored and measurements to be made that states sampling frequencies and includes but is not limited to: o A list of all parameters to be monitored and a schedule of monitoring, describing analytical methods and sampling frequencies at which parameters will be monitored on a continuous or other defined basis. o Identification of equipment calibrations to be performed, including but not limited to descriptions of: all calibration techniques to be used timing of calibrations relative to Exit Testing (including adherence to all manufacturers' requirements for calibration of instruments used in Exit Testing operations and to monitor and evaluate Exit Testing) calibration practices, including the frequency and accuracy requirements 14-1 City of Fort Worth VCWRF Biosolids Management Project consideration of intermediate spot and cross checks, in addition to the formal calibration periods QA/QC procedures (including those to be utilized for all equipment used for testing and measuring different parameters within the treatment process and at the in-house laboratory and contract laboratories). o A full description of any analytical methods and techniques that will be utilized to ensure that all Applicable Law and Performance Guarantees are met. In addition, descriptions of how data collected will be compared with Performance Guarantees shall be provided and shall be in a manner that complies with City requirements and regulatory requirements. Provide examples of any tools such as flow charts, check sheets or any other data presentation and evaluation techniques that will be utilized. o SCADA system monitoring and control functions. o A list of real-time data fields that will be provided to the City during Exit Testing. o A listing of all samples requested by the City and a protocol for delivering samples to the City for the City's own testing program should the City elect to have such a program during Exit Testing. The Exit Test Plan shall also specify the form and contents of a report to summarize and communicate the results of the Exit Test (Exit Test Report) and include specific, detailed sampling protocols to be utilized while conducting the Exit Tests. Preliminary tests may be conducted at the Company's expense; however, the results of such tests shall not be made part of the Exit Test Report. In accordance with the timeframes set forth in Article XV, subsection 15.9(E) of the Service Contract, the Company shall submit copies of a draft and final Exit Test Plan to the City for review and the City will review the Exit Test Plan draft and return one marked -up copy with comments. 14.3 Exit Test Procedures 14.3.1 General Exit Test Procedures include: ® demonstration of the ability of all components of the Site to meet the Feedstock design capacity for a 24-hour period determination of the ability of the Site to produce Class A Biosolids that meet the Performance Guarantee requirements for an uninterrupted period of at least 14 days at throughputs requested by the City, which will be equal to or less than the design capacity of the Site (i.e., 14-day testing) ® determination of the ability of the Site to produce Class A or AB Biosolids as a backup in the case of dryer system for an uninterrupted period of at least 14 days at throughputs requested by the City, which will be equal to or less than the design capacity of the Site (i.e., 14-day testing) 14-2 City of Fort Worth VCWRF Biosolids Management Project • demonstration of the proper function of the Site upon loss of power, loss of control system, manual start-up and shutdown, and automatic shutdown ® demonstration that all biosolids treatment systems function as intended • demonstration that all lift stations function as intended • demonstration that all control systems function as intended without interruption ® demonstration that the Site otherwise complies with all of the Performance Guarantee requirements including Return Flows requirements 14.3.2 Exit Test The Exit Test shall have a minimum duration of 14 days and shall also have duration sufficient to demonstrate that all Site operations over the Exit Test period are in full and continuous compliance with the Performance Guarantee requirements when the Site is operating at design capacity with all normally operating Units in continuous service. If feasible, the City may deliver to the Site different sources or blends of sources of Feedstock subject to the requirements of Appendix 3 to reflect as best as possible the full future range of influent characteristics the Site is required to treat. If the 14-day Exit Test is terminated, it shall be restarted at the beginning of Day 1 of the 14-day Exit Test and the entire 14-day Exit Test shall be run. 14.3.3 Monitorina Reauirements During the Exit Test, the Company shall regularly monitor the Biosolids and Return Flows for specified key parameters in order to evaluate the performance of the Site. These key parameters include those needed to demonstrate compliance with the Performance Guarantee requirements. All samples shall be analyzed by a state -certified independent laboratory agreed to by both the Company and the City, using laboratory analytical quality control standard procedures. Sample analyses performed during the Exit Test shall be performed by an independent state -certified laboratory approved by the City. The City may collect its own samples and analyze them during Exit Testing to confirm the results of the Company's analyses. 14.4 Exit Test Standards The ability of the Site to meet the following Exit Test Standards shall be demonstrated during Exit Testing, including demonstration of the following. ® The Site operates properly with only the normal complement of employees included in the Company's staffing plan for the Site, with the exception of additional Company staffing related to collection and analysis of samples and other test data. 14-3 City of Fort worth VCWRF Biosolids Management Project • The Site complies with all Performance Guarantee requirements and applicable Governmental Approvals at all times. The results of all samples taken during Exit Testing shall be reported and included in the calculation of reported averages or other evaluations applicable to determining compliance with Performance Guarantees. • The Site operates at design capacity. o All operations are consistent with Contract Standards. • The Site operates properly during manual and automatic shutdown and start-up. ® The Site operates with automated and computerized systems in full and continuous operation. • The residuals handling system operates as intended, including production of Class A thermally dried Biosolids, and in accordance with the Performance Guarantee requirements. a The backup residuals handling system operates as intended, including production of Class A or Class AB Biosolids, and in accordance with the Performance Guarantee requirements. The process and treatment systems operate as intended and in accordance with the Operation and Maintenance Plan. e The Return Flow systems including lift stations and any treatment systems operate as intended, and in accordance with the Performance Guarantee requirements. The process and treatment systems operate as intended and in accordance with the Operation and Maintenance Plan. 41 Ali odor control equipment operates properly and as intended, and in accordance with the Performance Guarantee requirements. The systems operate as intended and in accordance with the Operation and Maintenance Plan. 14.4.1 Exit Test Report The Exit Test Report shall be prepared in accordance with the Exit Test Procedures and Standards and include at a minimum: • A certification that testing was conducted in accordance with the approved Exit Test Procedures and Standards. • A certification of the results of the testing with respect to each of the Exit Test Procedures and Standards. Each of the Exit Test Procedures and Standards shall be addressed separately and the basis for the determination shall be presented. This certification of the results of the testing shall include a determination of the extent to which the Site complies with the applicable Performance Guarantee requirements. ® All data measured and recorded during the tests including laboratory analyses, instrument calibrations, and measurement. ® Record of equipment outages, failures, and preventative maintenance. 14-4 City of Fort Worth VCWRF Biosolids Manaciement Proiect Summary of test results and conclusive evidence of compliance with all test requirements. All calculations used in determining test results. ® Any other data reasonably requested by the City to be included in such reports. All certifications shall be signed by the Company. 14.6 Failure of the Exit Vest Failure to continuously demonstrate the Exit Test Procedures and Standards during the period of the Exit Test shall constitute a failure of the Exit Test. Any failure of an Exit Test shall require (a) correction of those components or conditions that resulted in the failure, and (b) performance of a repeat of the Exit Test after proper notification is provided to the City. Any failure to meet Exit Test Procedures and Standards during the 14-day testing shall require a repeat of the 14-day test. 14-5 City of Fort Worth VCWRF Biosol€ds Management Project Exhibit 15-1. Key Personnel Commitments of Time (Reference Attachment "F" — Technical Proposal Form 9) 16-2 City of Fort Worth VCWRF Biosolids Management Project Exhibit 15-2. Company's Project Organization Chart [To be included based on Company's Proposal Section 1.0] 16-3 STEVE MUFF PE. Design Project Dii actor ANDRE MILBITZ, P.E. Dryer Group Manager PERRY SCHNUCK Senior Dryer Project Manager FIREMSIE -111CHOIL15 CHAD SIMMONS, P.E. Project Manager LEONARD RIPLEY, PH.D., P.E., BCEE Lead Technical Advisor THOMAS RASTER, P.E. Principle -in -Charge STEVE WATTERS Permitting DOUGLAS HERBST DBIA Alternative Project Delivery FORT WORTH SYNIAGRO SCOTT SMO-sy, Bushes[ Cautp Leader JEFF Poo A.af n pram Manazem -VC D°U MARK TEPE14 A Program Manager • Construction MIICHAEL SUAREZ Project Manager SHAWN DURHAM Superintendent SUZANNE DAWSON, DBIA Delivelry Manager/APM SY AG JOHN GOODWIN SeniorVice President, Engineering TL- STEVE BUFF DICK ZINK, CPM Design Project Director Director, Capital Projects ROBERT PEP PERMAN ANDRE MILSITZ Dryer Group Manager Director, Product Sales/Marketing MATHEW BUSCH PERRY SCHNUCK Director of Operations Senior Dryer Project Manager BALAVAIRAVAN a KEN KIRKLAND, P.E. Senior Electrical Engineer Senior Project Engineer RICK KENDALL President, AN j Fox.. nmx 16-4 0 City of Fort Worth VCWRF Biosolids Management Project APPENDIX 16 SAMPLE MONTHLY SERVICE FEE CALCULATION 16.1 TO BE DEVELOPED 16-1 Soto, Vania Elizabeth From: Reynolds, Christa Sent: Wednesday, April 29, 2020 4.40 PM To: Soto, Vania Elizabeth; Townsend, David Cc: Black, Doug Subject: RE: Changes to CSC No. 53332 Vania, These are good to attach to the document. I appreciate you checking. -Christa From: Soto, Vania Elizabeth Sent: Wednesday, April 29, 20204:16 PM To: Townsend, David <David.Townsend@fortworthtexas.gov> Cc: Reynolds, Christa <Christina.Reynolds@fortworthtexas.gov> Subject: Changes to CSC No. 53332 Importance: High Our office received this document on Monday. I have attached just the memo front page. Have these changes been seen and approved by Legal? Vania E. Soto Administrative Assistant City Secretary's Office S 17-392-6090 V ani a. S o to n fortworthtex a s. g o v INTER -OFFICE CORRESPONDENCE TO: Mary Kayser, City Secretary FROM: David Townsend, PE, Facilities Engineering Manager/Water Department DATE: 23 April 2020 SUBJECT: Design, Build, Operate and Maintain Village Creek Water Reclamation Facility Biosolids Management and Beneficial Reuse City Project Number 101901 City Secretary Contract No, 53332 (M&C 19-0381 dated December 10, 2019) The referred contact was approved by City Council on December 10, 2019, and executed by the City Secretary on December 20, 2019. At the time of execution, several items were missing from the document. These items (listed below) should be attached or inserted into the executed contract document of record. As part of ATTACHMENT A -- TWDB REQUIREMENTS FOR CLEAN WATER SRD PROGRAM, the following (signed) documents are attached: 1. Contractor's Act of Assurance (TWDB Form ED-103) 2. Unanimous Written Consent of Director's of Synagro of Texas -CDR, Inc. 3. Debarment/Suspension Certification (TWDB Form SRF-404) 4. Vendor's Compliance with Reciprocity on Non -Resident Bidders (Form TWDB-0459) 5. Bidder's Certifications (TWDB Form WRD-255) As part of ATTACHMENT H — BONDS, the following executed bonds are attached- 1 . Performance Bond (Bond #107173451) — Archer Western Construction, LLC 2. Payment Bond (Bond #107173451) — Archer Western Construction, LLC 3. Performance Bond (Bond #30086561) — Andritz Separation Technologies, Inc. 4. Payment Bond (Bond #30086561) — Andritz Separation Technologies, Inc. 5. Performance Bond (Bond 4ES00000547) Synagro of Texas -CDR, Inc. 6. Payment Bond (Bond 4ES00000547) --- Synagro of Texas -CDR, Inc. 7. Performance Bond (Bond #ES00004756) — Synagro of Texas -CDR, Inc. 8. Payment Bond (Bond #ES00004756) — Synagro of Texas -CDR, Inc. NOTE: Only one of the two bonds, in each set of two, has support documentation. In addition, an electronic copy (flash drive) of the revised executed document has been attached for your use. If there are any questions, contact me at Ext 8430 or at david.townsend@foriworthtexas.gov. David. R. Towns d, P.E. Facilities Engineering Manager V,vvuscp Fr�k�m �arrMrx /�CSIySar+� �•►�i�