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