HomeMy WebLinkAboutContract 53332-A1 CSC No. 53332-Al
AMENDMENT No . 1
TO CITY SECRETARY CONTRACT No. 53332
WHEREAS, the City of Fort Worth (CITY) and Synagro of Texas-CDR,
Inc. , (SYNAGRO) made and entered into City Secretary Contract No. 53332,
(the CONTRACT) which was authorized by M&C 19-0381 on December 10, 2019
in the amount of $58, 001, 558 for Design, Build, Operate and Maintain
services for the Village Creek Water Reclamation Facility Biosolids
Management and Beneficial Reuse Project; and
WHEREAS, it has become necessary to execute Amendment No. 1 to the
CONTRACT to adjust various elements of the CONTRACT with regard to
definitions, operating charges, costs of maintenance, repair or
replacement, water quality sampling and warranties .
NOW THEREFORE, CITY and SYNAGRO, acting herein by and through their
duly authorized representatives, enter into the following agreement,
which amends the CONTRACT:
1 .
Article I of the CONTRACT is amended to include or adjust the
specific definitions recited herein. All other definitions not herein
listed shall remain as originally written in the CONTRACT.
"Consumer Price Index" or"CPI" means the values found in the Consumer Price Index, Not Seasonally Adjusted,All Urban
Consumers, All Items, Dallas-Ft. Worth-Arlington, TX, as reported by the U.S. Department of Labor, Bureau of Labor Statistics,
Series ID CUURS37ASAO
"CPI Adjustment Factor" means the annual adjustment factor for the Major Maintenance, Repair and Replacement
threshold,as defined below and calculated in Article IX Section 9.4 of the Service Contract.
"CPI-PPI Adjustment Factor" means the adjustment factor for the semi-annual or annual adjustment of the Service Fee and
any other amounts specified in this Service Contract as being subject to adjustment by the CPI-PPI Adjustment Factor, as
calculated in accordance with Article IX,Subsection 9.3.
"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 a$25,000 threshold,adjusted
annually on October I"following Acceptance by the CPI Adjustment Factor as calculated in Article IX Section 9.4 of the Service
Contract.
"Producer Price Index" or"PPI" means the values found in the PPI industry database for plastics material and resins
manufacturing; Not Seasonally Adjusted;as reported by the U.S. Department of Labor, Bureau of Labor Statistics.Series ID
PCU325211325211
2 .
Article IX of the CONTRACT, Section 9. 3 Operating Charge, is hereby
OFFICIAL RECORD
City of Fort Worth, Texas Biosolids Management & B
DBOM Agreement Amendment No. 1 - CITY SECRETARY
Page 1 of 11
FT.WORTH,TX
amended to provide for an adjusted Operating Charge calculation (as
defined in the CONTRACT) as follows :
(A) Upon initial startup of the Biosolids Processing Facility Capital Improvements, all Class A biosolids will have an
Operating Charge of$169.51 per dry ton.
(B) After Acceptance the Operating Charge shall be$184.79 per dry ton.
(C) On the later of October 1, 2022 or Acceptance,the Operating Charge will be adjusted using the annual CPI-
PPI adjustment factor as defined in Subsections E and G below.
(D) For a period of one year the Operating Charge shall be adjusted semi-annually on the following dates:
April 1", 2023
October 15T, 2023
Thereafter the Operating Charge shall be adjusted annually,with the first annual adjustment occurring
on October 15T 2024. The Price Adjustment Schedule is included in Attachment 1.
(E) The adjusted Operating Charge will be calculated by multiplying the current approved Operating Charge by
the CPI-PPI Adjustment Factor applicable for the upcoming semi-annual period or year, respectively.
That is:
OCn=OC(n-1)x AFn
Where
OCn=Operating Charge for Contract Year or semi-annual period "n" in $/dry ton
AFn=CPI-PPI Adjustment Factor applicable for Contract Year or semi-annual period"n."
The calculation for the semi-annual CPI-PPI Adjustment Factor is defined in Subsection (F). The
calculation for annual CPI-PPI Adjustment Factor is defined in Subsection (G).
(F) Semi-Annual CPI-PPI Adjustment Factor.The semi-annual CPI-PPI Adjustment Factor("CPIAFn)for purposes of
this Service Contract shall be determined as follows:
CPI Calculation:
CPIAFn= [CPIn-1]_ [CPI n-21
Where,
CPIAFn=The CPI Adjustment Factor for semi-annual period "n".
CPIn-i=The average of the CPI values for the timeframe specified in Attachment 1.
CP62=The average of the CPI values for the timeframe specified in Attachment 1.
PPI Calculation:
PPIAFn= [PPIn-1] _ [PPI n-21
Where,
PPIAFn=The PPI Adjustment Factor for semi-annual period "n".
PPIn-1=The average of the PPI values for the timeframe specified in Attachment 1.
PPIn-2=The average of the PPI values for the timeframe specified in Attachment 1.
CPI-PPI Adjustment Factor(AFn1
AFn=(0.75 x CPIAFn)+(0.25 x PPIAFn)
City of Fort Worth, Texas Biosolids Management & Beneficial Reuse Project
DBOM Agreement Amendment No. 1 City Project No. 101961
Page 2 of 11
(G) Annual CPI-PPI Adjustment Factor.The annual "CPI-PPI Adjustment Factor' for purposes of this Service
Contract shall be determined as follows:
CPI Calculation:
CPIAFn=[CPIn-1]_ [CPI n-2]
Where,
CPIAFn=The CPI Adjustment Factor for Contract Year"n".
CPIn-1=The average of the CPI values for the timeframe specified in Attachment 1.
CPIn-2=The average of the CPI values for the timeframe specified in Attachment 1.
PPI Calculation:
PPIAFn=[PPIn-1]_ [PPI n-2]
Where,
PPIAFn=The PPI Adjustment Factor for Contract Year"n".
PPIn-i=The average of the PPI values for the timeframe specified in Attachment 1.
PPIn-2=The average of the PPI values for the timeframe specified in Attachment 1.
CPI-PPI Adjustment Factor(AFnj
AN=(0.75 x CPIAFn)+(0.25 x PPIAFn)
If the final value of any component of the formula for the CPI-PPI 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
indexes for the applicable period or the final value of the indexes 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 or the Producer Price Index is no longer published at the time that adjustment
is to be calculated, or if the base or method of calculation 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.
3.
Article IX of the CONTRACT, Section 9 . 4 Payment for Maintenance,
Repair or Replacement, at subsection (E) , is hereby amended to provide a
revised calculation as follows :
(E) Payments to the Company for Major 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 by the CPI Adjustment Factor as
defined in Section 9.4(E)(1))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 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.
City of Fort Worth, Texas Biosolids Management & Beneficial Reuse Project
DBOM Agreement Amendment No. 1 City Project No. 101961
Page 3 of 11
(1) Following Acceptance, the Major Maintenance Repair and Replacement threshold of $25,000 shall be
adjusted annually,on October V,using the following calculations:
CPI adjustment factor:
CPIAFn= [CPIn-11=[CPI n-21
Where,
CPIAFn=The CPI Adjustment Factor for Contract Year"n".
CPIn-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.
Major Maintenance Repair and Replacement Threshold(MMRRT)
MMRRTn=MMRRT(n-1)X CPIAFn
Where
MMRRT,=MMRRTfor Contract Year"n" in dollars
CPIAF,=CPI Adjustment Factor applicable for Contract Year"n."
4 .
Article IX of the CONTRACT, Section 9. 8 Estimates and Adjustments,
at subsection (E) , is hereby amended to provide as follows :
(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-PPI 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.
5 .
Article XVII of the CONTRACT, Section 17 . 2, Bonds, at subsection
(B) , is hereby amended to provide as follows:
(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-PPI 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.
City of Fort Worth, Texas Biosolids Management & Beneficial Reuse Project
DBOM Agreement Amendment No. 1 City Project No. 101961
Page 4 of 11
6.
Technical Appendix 7 of the CONTRACT, Quality Program at Section
7 . 5 . 5, is hereby amended to provide for a revised Table 7-1 Return Flow
Sampling & Modeling Requirements as follows :
Table 7.1. Return Flow Sampling&Monitoring Requirements
RETURN FLOW SAMPLING REQUIREMENTS
(See Note#3 below)
SAMPLE METHOD
PARAMETER TYPE (Note#5) COLLECTION&PRESERVATION
(Note#5)
24 hr 1—1000 ml-plastic bottle(minimum%gallon);
Carbonaceous 5-day(CBOD5) Composite SM 5210 B Cool<6°C
(Note#1)
Chemical Oxygen Demand 24 hr 1—250 mL plastic or glass bottle;pH<2 with
(COD) Composite HACH 8000 H2SO4,Cool<6°C
(Note#1)
24 hr EPA365.4 1-500 ml plastic bottle;pH<2 with H2SO4;Cool
Total Phosphorous Composite (Issued 1974) <6°C
(Note#1)
24 hr Meter will be installed,calibrated and maintained
Total suspended solids(TSS) Online TSS N/A per manufacturer's specifications.to ensure
Meter accurate results,
Ortho-Phosphate as P Grab EPA 365.1 1—250 ml-plastic or glass bottle;Cool<6°C
(Note#2) Rev.2.0(1993)
Ammonia(NH3) (Note Grab
SM 4500 NH3 B,D <65C ml plastic bottle;H2SO4,pH<2;ice;Cool
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.
(5)—If the Company wishes to utilize alternate sampling and/or analytical methods it must first submit a written proposal to the
City detailing how those activities will be performed, Alternate procedures must comply with wastewater sampling and
analytical requirements as specified in 40 CFR Part 136,and also adequately characterize return flow performance.
Furthermore,any proposed alternate procedures shall not be implemented without first obtaining written approval from the City.
The City retains the right to require the Company to revert back to the methods listed in Table 7-1 upon issuance of written
notification and the Company shall have up to 30 days to comply.
7 .
Article X of the CONTRACT, at 10 . 18, Warranties, shall be
supplemented by adding thereto the following language:
In addition to,and not in derogation of,the warranty provisions of the Contract,and specifically this section 10.18,
The Company warrants all control panel wiring installed as part of the Biosolids Processing Facility Capital
Improvements project that is not tin coated copper wire shall resist corrosion for a period of 20 years from
Acceptance. A list of these panels is included in Attachment 2. If any of the designated wires within any of the panels
corrode during this time,The Company will replace affected wires and parts at no cost to the city.This warranty will
remain in place for the term provided herein without regard to whether or not the Contract is terminated and may be
City of Fort Worth, Texas Biosolids Management & Beneficial Reuse Project
DBOM Agreement Amendment No. 1 City Project No. 101961
Page 5 of 11
enforced by the City of Fort Worth or any subsequent operator of the Facility(as defined in the Contract). The
Company further warrants that corrosion damage shall not cause the panels to fail the Asset Management Evaluations
as specified in Article VIII—Section 8.3 of the Contract.
This warranty applies to the panels identified on Attachment A,
attached hereto and incorporated herein for all purposes.
8 .
All other provisions of the Contract, which are not expressly
amended herein, shall remain in full force and effect.
EXECUTED and EFFECTIVE as of the date subscribed by the City' s
designated Assistant City Manager.
APPROVED:
City of Fort Worth SYNAGRO 0 TEXAS-CDR, Inc.
�L"GIZ�� �LG24�i2'��rlr
Dana Burghdoff(Oct 18,20 18:19 CDT
Dana Burghdoff Mathew * sch
Assistant City Manager Sr. Vice President
DATE: DATE:
APPROVAL RECOMMENDED:
Christopher 1-fa r
Christopher Harder(Oct 7,2022 10:06 CDT)
Chris Harder, P.E.
Director, Water Department
Contract Compliance Manager:
By signing, I acknowledge that I am the person responsible for the
monitoring and administration of this contract, including ensuring all
performance and reporting requirements .
St Nutter
Environmental Program Manager
APPROVED AS TO FORM AND LEGALITY: M&C: N/A
WI Date:
Dji-k(Oct 18,2022 18:01 CDT)
Douglas W. Black OFFICIAL RECORD
CITY SECRETARY
City of Fort Worth, Texas Biosolids Management &
DBOM Agreement Amendment No. 1 FT.WORTH, TX
Page 6 of 11
Sr. Assistant City Attorney
ATTEST:
lwwg-� S. a0w)aff aR����
Jannette S.Goodall(Oct19,202208:23 CDT) O�O°0000OO°
Jannette S. Goodall �v o °0O�d'
City Secretary P"o "A
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d °j, °000° o
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OFFICIAL RECORD
CITY SECRETARY
City of Fort Worth, Texas Biosolids Management FT.WORTH, TX ect
DBOM Agreement Amendment No. 1 961
Page 7 of 11
Attachment 1
Operating Charge
Price Adjustment Schedule
City of Fort Worth, Texas Biosolids Management & Beneficial Reuse Project
DBOM Agreement Amendment No. 1 City Project No. 101961
Page 8 of 11
OPERATING CHARGE
PRICE ADJUSTMENT SCHEDULE
Adjustment Annual or n-1 n-2
Date Semi-Annual Contract Year Contract Year
Adjustment or Semi-Annual Period or Semi-Annual Period
October 1, 2022 Annual Oct 2021 to Sep 2022 Oct 2020 to Sep 2021
April 1, 2023 Semi-Annual Oct 2022 to Mar 2023 Apr 2022 to Sep 2022
October 1, 2023 Semi-Annual Apr 2023 to Sep 2023 Oct 2022 to Mar 2023
October 1, 2024 Annual Oct 2023 to Sep 2024 Jul 2023 to Sep 2023
October 1, 2025 Annual Oct 2024 to Sep 2025 Oct 2023 to Sep 2024
October 1, 2026 Annual Oct 2025 to Sep 2026 Oct 2024 to Sep 2025
October 1, 2027 Annual Oct 2026 to Sep 2027 Oct 2025 to Sep 2026
October 1, 2028 Annual Oct 2027 to Sep 2028 Oct 2026 to Sep 2027
October 1, 2029 Annual Oct 2028 to Sep 2029 Oct 2027 to Sep 2028
October 1, 2030 Annual Oct 2029 to Sep 2030 Oct 2028 to Sep 2029
October 1, 2031 Annual Oct 2030 to Sep 2031 Oct 2029 to Sep 2030
October 1, 2032* Annual Oct 2031 to Sep 2032 Oct 2030 to Sep 2031
*Note: Annual price adjustment will be performed on October 1, 2032 if both parties
agree to renew the contract for a second term. Annual price adjustments will be
performed on October 1st of every year thereafter for the remainder of the second
term.
City of Fort Worth, Texas Biosolids Management & Beneficial Reuse Project
DBOM Agreement Amendment No. 1 City Project No. 101961
Page 9 of 11
Attachment 2
List of Affected Panels/Wiring
City of Fort Worth, Texas Biosolids Management & Beneficial Reuse Project
DBOM Agreement Amendment No. 1 City Project No. 101961
Page 10 of 11
DDS System Panel ID Location
CFG#1 Main Control Panel Electrical Room
CFG#1 Starter Panel Electrical Room
CFG#2 Main Control Panel Electrical Room
CFG#2 Starter Panel Electrical Room
CFG#3 Main Control Panel Electrical Room
CFG#3 Starter Panel Electrical Room
CFG#4 Main Control Panel Electrical Room
CFG#4 Starter Panel Electrical Room
DDS MCC#1 Electrical Room
DDS MCC#2 Electrical Room
DDS PLC 10 Electrical Room
Main Polymer Control Panel Dryer Floor
DDS R1010 Remote 1/0 Panel Dryer Floor
DDS RIO 11 Burner Panel Dryer Floor
DDS RIO 50 Silo Area Outside Silo 1
DDS RIO 60 RTO CP Outside by RTO
DDS Sub Systems Panel ID Location
LCP-660.2.1 Polymer Blending 1 CP Dryer Floor
LCP-660.2.2 Polymer Blending 2 CP Dryer Floor
LCP-665.1.1 Polymer Feed Pump1 VFD Dryer Floor
LCP-665.1.2 Polymer Feed Pump2 VFD Dryer Floor
LCP-665.1.3 Polymer Feed Pump3 VFD Dryer Floor
LCP-665.1.4 Polymer Feed Pump4 VFD Dryer Floor
LCP-10.1.1 CRUSHER SAFETY CONTROL PANEL Dryer Floor
LCP-10.2.1 CRUSHER CHEMICAL ISOLATION BARRIER BOX Dryer Floor
LCP-12.1.1 RECYCLE BUCKET ELEVATOR SAFETY CONTROL PANEL Dryer Floor
LCP-12.2.1 RECYCLE BUCKET ELEVATOR CHEMICAL ISOLATION BARRIER BOX Dryer Floor
LCP-12.3.1 RECYCLE BUCKET ELEVATOR BEARING TEMPERATURE MONITOR PANEL Dryer Floor
LCP-13.1.1 RECYCLE BIN CHEMICAL SUPPRESSION CONTROL PANEL Dryer Floor
LCP-13.2.1 RECYCLE BIN CHEMICAL SUPPRESSION CONTROL PANEL Dryer Floor
LCP-19.1.1 PRODUCT BUCKET ELEVATOR SAFETY CONTROL PANEL Dryer Floor
LCP-19.2.1 PRODUCT BUCKET ELEVATOR CHEMICAL ISOLATION BARRIER BOX Dryer Floor
LCP-19.3.1 PRODUCT ELEVATOR BEARING TEMPERATURE MONITORING PANEL Dryer Floor
LCP-3.1.1 PRESEPARATOR/POLYCYCLONE SAFETY CONTROL PANEL Dryer Floor
LCP-3.2.1 PRESEPARATOR/POLYCYCLONE SAFETY BARRIER BOX Dryer Floor
LCP-30.1.1 DUST COLLECTOR SAFETY CONTROL PANEL Dryer Floor
LCP-30.2.1 DUST COLLECTOR CHEMICAL ISOLATION BARRIER BOX Dryer Floor
LCP-30.3.1 DUST COLLECTOR FIREFLY CONTROLER Dryer Floor
LCP-31.1.1 SILO AREA DUST COLLECTOR SAFETY CONTROL PANE Outside
LCP-31.2.1 SILO AREA DUST COLLECTOR CHEMICAL ISOLATION BARRIER BOX Outside
LCP-500.1.1 CONDENSER WATER FILTER CONTROL PANEL Dryer Floor
LCP-6.1.1 ROTARY VALVE 006 FIREFLY CONTROLLER Dryer Floor
LCP-600.1.1 NITROGEN GENERATOR LOCAL CONTROL PANEL Outside
LCP-620.1.1 PELLET OIL HEATER CONTROL PANEL Outside
LCP-675.1.1 SETTLING TANK LOCAL CONTROL PANEL Outside
LCP-8.1.1 ROTARY VALVE 008 FIREFLY CONTROLLER Dryer Floor
LCP-80.1.1 AIR COMPRESSOR 1 CONTROL PANEL Outside
LCP-80.1.2 AIR COMPRESSOR 2 CONTROL PANEL Outside
LCP-80.2.1 AIR DRYER 1 CONTROL PANEL Outside
LCP-80.2.2 AIR DRYER 2 CONTROL PANE Outside
City of Fort Worth, Texas Biosolids Management & Beneficial Reuse Project
DBOM Agreement Amendment No. 1 City Project No. 101961
Page 11 of 11