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CONTRACT N09
FoRTW' ORTHO
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CITY OF FORT WORTH
CO-DIGESTION FEED STOCK- DELIVERY AGREEMENT
This Agreement, is, entered into this 4th day of Februar 20'14 by and between.
the City of Fort ''worth (CITY), by and through its duly authorized Assistant City
Manager, Fernando Costa and Liquid Environmental Solutions of Texas,, :L1,C,,(Hauler), by
and through its duly authorized Executive Vice President. Richard H. Leib..
WHEREAS, the C TY's Village Crash Water Reclamation Facility (VCWRF)
located at 4500 Wilma Lane, Arlington, Texas, has the capability to accept and process
organic waste, grease and food waste that meet the testing characteriestics set by the City
(collectively referred to as Co-digestion Feed Stock) and;
WHEREAS, Hauler would like to dispose of its Co-digestion Feed Stock at the VCS .
NOW THEREFORE in consideration of the mutual promises and benefits of this agreement,
the CITY and Hauler agree as follows
CQ.NTE TILLS .
1. For the purposes of this agreement, Co-digestion Feed Stock shall mean bio-
degradable, non-toxic organic waste amenable le h anaerobic aiges,ti"on as
deter l*nd by the CITY.
20 Hauler may only deliver to the VCWRF Co-generation facility materials as
approved and shown on the Generator Waste Profile Sheet attached as Exhibit A to
this agreement. Hauler shall obtain the signature of the generator on the Generator
Waste Profile sheet prior to the any disposal at the VCF"
3. A Hauler may not discharge any material which may,1 for any reason contain
hazardous, waste as defined by the Resource Conservation and Recovery Act, 42 U SC
Section 6901 et. se q, nor any hazardous substances as defined in the
Comprehensive Environmental response, Compensation and Liability Act, 42
USC Section 9601 et'. seq., nor any material that contains any amount of material
of unknown origin which may itself, or In combination with other components cause a
detrimental impact to the anaerobic digestion process" All material must be capable of
being pumped through a 0.5 inch screen" Hauler may not deliver any solid materials
FOF'FICCIAL RECORD
CITY SECRETARY
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no WORTH9 TX
which alone or in combination with other material may cause obstruction or damage
to the facility.
4. CITY may, at its sole discretion and without prior no�ti"'ce, refuse to accept at its
facility and reject for processing any materials it deems may contain hazardous
waste, or be incompatible for processing at the VCWRF. Acceptance of any
materials by the CITY shall in no way lirm*t the Hauler's liability for damages or
violations of any applicable laws. If waste accepted at the facility is tested and is
proved is incompatible with the process, the Hauler shall remove the waste from
VC'WRF at the :Mauler's expense. If the City deems it necessary to remove the waste,
the CITY may remove the Waste at the Mauler's xpens .
5. For the purposes, of determining the chemical, physical or biological characteristics
of any material presented at its facility for discharging, CITY reserves the right, at
its own expense, to sample and analyze material prior to perrnitting its discharge or
any time thereafter. The CITY has the right to inspect and s ample facilities associated
with the generation of accepted waste. CITY has the right to change the classification
and any associated fees for waste delivered based upon the results of laboratory
analyses performed on the waste sample.
6. No Waste will be accepted which may cause pass-through or interference for the
CITY's utility or system.
DI AL MTES.,� ND jyAST Fj!CAjSON
M:[E&A,ND I
7. Rates shall be set by the City Council and may be an-ended from time to time.
8. Hauler W1*11 receive a bill from the CITY on a monthly basis. All bills must be paid
within thirty (30) days from the date of the invoice. If the bill is not paid within (3 0)
days from the date the bill is due, the agreement will be suspended until the payment
41
is completed or make payment arrangements with CITY.
J[IME QE DIS!Ljim U
9. The CITY shall accept Co-digestion Feed Stock at the VCWRF for disposal Monday
through Saturday in accordance with the schedule as coordinated through the Facility
Superintendent,, except as referred to in paragraph 18 or in an emergency situation as
defined by CITY.
10. It is the responsibility of the Hauler to discharge the Co-digestion Feed Stock into
the receiving area set tip to receive Co-digestion Feed Stock at the CITY facility.
METHQJ2 Qj DISLU"!CZE
11. Prior to discharging any Co-digestion Feed Stock, the Hauler must check in and
sign a, delivery ticket (the "Ticket"), The Ticket will state the:
(a) d ate-,
(b) time;,
(c) name of Hauler;
(d) origin and type of Waste being offered for disposal-,
(e) volume of the truck;
volume of Waste being offered for disposal
(g) name of the CITY representative accepting the ticket;
(h) signature of driver deliven'ng,the waste.
12. The CITY will supervise the discharge of Co-digestion Feed Stock at the VC"F
and instruct the Hauler as to the rate of flow at which to discharge the Co digestion
Feed Stock. Discharge of Waste from truck must be pumped using the Hauler's own
pump. Blowi*ng off of waste is prohibited unless authorl'zed in writing by the
CITY.
13. No Co-digestion Feed Stock may be discharged into the septage receiving area.
Prior to each truckload of waste being discharge, 'it 'is the responsibility of the Hauler
to notify CITY personnel of its intent to discharge Co-digestion Feed Stock. Hauler
will not discharge any Co digestion Feed Stock until notified by CITY personnel to
begin discharging.
14. The Hauler will be responsible for,the clean-up and removal of any Co-digestion
Feed Stock and other materials spilled by the Hauler on CITY property as well as,
Co-digestion not properly discharged by Hauler into the receiving area.
15. Prior to any delivery, the Hauler must attend a plant orientation class and be
familiar with and comply with all CITY rules for the VCWRF. Rattler shall
adhere to all posted speed litDits and safety rules at all times.
MDJLMNIFlCAjLQN
16. Hauler shall comply with all municipal, State or Federal environmental laws for the
hauling, and discharging of any and all waste.
17. A. For purposes of this agreement, the following words and phrases shall be
defined as follows-,
I Environmental Damages shall mean all claims, judgments, damages, losses,
penalties, fines,, liabilities, (including, strict liability), encumbrances, liens,
costs, and expenses of 'Investigation and defense of any claim, whether or not
such claim is ultimately defeated, and of any good faith settlement or.
judgment, of whatever kind or nature, contingent or otherwise, matured or
unmatured, foreseeable or unforeseeable, including, without limitation
reasonable attorney's fees and disbursements and consultant's fees, any of
which are incurred as a result of handling, collection, transportation,, storage,
disposal, treatment, recovery, and/or reuse of waste pursuant to this contract, or
the existence of a violation of environmental requirements pertaining to, and
including without limitation:
a,. Damages for personal 'injury and death,, or 'injury to property or natural
resources;
b. Fees 'incurred for the services of attorneys, consultants, contractors,,
experts, laboratories and all other costs, in connection with the
investigation or remedircition of such wastes or violation oi
environmental requirements including, but not limited to, the
preparation of any feasibility studies or reports of the performance of
any cleanup, riemediation, removal, response, abatement, containment,
closure, restoration or monitoring work required by any federal, state or
local governmental agency or political subdivision, or otherwise
expended in connection with the existence of such wastes or violations
of environmental requirements, and 'Including without limitation any
attorney's, fees, costs and expenses incurred in enforcing this contract
or collecting any sums due hereunder; and
C. Liability to, any third person or governmental agency to 'indemnify such
person or agency for costs expended in connection with the items
referenced in paragraph 2of this part.
2. Environmental requirements shall mean all applicable present and future
statutes, regulations, rules, Ordinances,, codes, licenses, permits, orders,
approvals, plans, authorizations, concessions, franchises, and similar items, of
all governmental agencies,, departments, commiss'Joins, boards, bureaus, or
instrumentalities of the United States, states, and political subdivisions thereof
and all applicable judicial, administrative, and regulatory decrees, judgments,
and orders relating to the protection of human health or the environment,
including without limitation.
a. All requirements, including, but not limited to, those pertaining to
reporting, licensing, permitting, investigation, and remediation of
emissions, discharges, releases, or -threatened releases of hazardous
materials, pollutants, contaminants or hazardous or toxic substances,
materials, or wastes whether solid, liquid., or gaseous in nature, into the
air, surface water, groundwater, stormwater, or land, or relating to the
manufacture, processing, distribution, use, treatment, storage, disposal,
transport, or handling of pollutants, contaminants, or hazardous or toxic
substances, materials, or wastes, whether solid, liquid, or gaseous in
nature; and
h. All requirements pertaining to the protection of the health and safety of
employees or the.public.
GENERAL INDEMNIFICATION, HAULER DOES HEREBY RELEASE
INDEMNIFY,EMNIFY, I URS , DEFEND, AND HOLD HARMLESS THE CITY,
ITS OFFICERS, AGENTS, EMPLOYEES AND VOLUNTEERS FROM AND
AGAINST ANY AND ALL LIABILITY, CLAIMS, ST'S, DEMANDS, OR.
CAUSES OF ACTIONS WHICH MAY ARISE DUE TO ANY LOSS OR
DAMAGE TO PERSONAL PROPERTY, OR PERSONAL INJURY, AND/OR
DEATH OCCURRING AS A CONSEQUENCE OF THE RFO AN E OF
THISAGREEMENT, WHEN SUCH INJURIES, DEATH, OR DAMAGES ARE
CAUSED BY THE NEGLIGENCE NC E AULE ., ITS OFFICE RS, AGEN"T"S,
OR EMPLOYEES, OR THE JOINT NEGLIGENCE FH L ER, ITS
OFFICERS, AGENTS, OR EMPLOYEES, AND ANY OTHER PERSON O
ENTITY,
Co ENVIRONMENTAL INDEMNIFICATION: HAULER DOES HEREBY
RELEASE, INDEMNIFY, DEFEND, REIMBURSE, AND HOLD HA. LESS
THE CITY, ITS OFFICERS, AGENTS, EMPLOYEES E AND VOLUNTEERS,
FROM ANY AND ALL ENVIR01NMENTAL DAMAGES AND THE
VIOLATION OF ANY AND ALL ENVIRONMENTAL REQUIREMENTS
RESULTING FROM THEHAULE,RIS TRANSPORTING OR DISPOSAL OF
WASTE AND ALL RELATED ACT VT'I S UNDER THIS AGREEMENT.
18. CITY may in Its sole discretion and without prior notice, refuse to accept the
discharge of Co-digestion feed stock from Hauler at times of treatment plant upset,
high influent flow conditions or for any other good cause as determined by CITY
personnel.
T L.RM, 'A.J"+;.D
jLEMI.NAjIQN
19.. "lie term of this Agreement shall be for five 5) years from the date of full and
complete execution. Upon mutual written amendment, this Agreement may be
renewed for up to fie 5 one 1 year term
20. Ether party may tern-fi nate this agreement by giving thirty (30), days written notice 10 to the other party. All 'Indemnification provisions in the Agreement shill survive
to .nation..
INS,LT&ANCE, REQ11REMENLS
21. The Hauler shall at its own cost and expense maintain, and shall cause its
subcontractors to maintain 'insurance in the minimum amounts as set forth below.
The Hauler shall name the City as an additional 'insured in its policies for the
insurance coverage required herein and a certificate of 'insurance evidencing the
required insurance coverage shall be filed by the Hauler with the CITY. The CITY
shall be given 30 days written notice prior to termination or reduction of such
insurance, The Hauler shall keep in force the following types of 'insurance in a
company or companies acceptable to the CITY.
A) Comprehensive General Liability Insurance
Minimum Pol'Icy Lirrn*,ts of $1,000,000-00 per occurrence / $2,000,000.0 ,
Aggregate and must 'Include Completed Operafions Liability. Policy must
be endorsed to show CITY as Additional Named Insured.
B) Worker's Compensation and Employee's Liability Insurance covering all
employees engaged directly and indirectly in the disposal of Waste at the
CITY facility. Coverage is to comply with Texas Statutes and include
coverage for Proprietors, Partners and/or Executive Offices. EMPLOYERS
LIABILITY limits of$500,000.00 for each accident/disease required.
C) Automotive and Other Vehicle Liability Insurance covering all,
Combined Single Limit(CSL) owned, non-owned, and hired vehicles in
the following minimum amounts:
1. Bodily Injury- $11000,000-00
2. Property Damage - $1,00 !,000,00
D) Property Insurance
The Hauler is required to 'Insure his"her own Property. The CITY shall not
provide any insurance on the Mauler's property.
E) Additional Insured
The Hauler shall name the CITY as an additional insured on the Certificate of
Insurance.
CQS.T OF LNFQRLLMENT
22. The Hauler shall reimburse CITY for all costs including reasonable attorneys' fees
and'. costs of suit, incurred by CITY in enforcing this Agreement as a result of the
Hauler's violation of any provision of this Agreement.
NOTICE
23. All invoices, notices, requests, demands and other communications herein shall be
in writing and shall be deemed to have been duly given, if delivered via fax, in
person or mailed by first class U.S. mail, postage pre-paid.
City of Fort Worth Liquid Environmental Solutions of Texas,LLC
Mr.Jerry Pressley, REM Melinda S. Shelton
Village Creek Water Reclamation Facility Dallas Division Manager
Fort Worth Water Department 11275 Newkirk Street
4500 Wilma Lane Dallas, Tx 75229
Arlington, Texas 76012 melinda.shelton @liquidenviro.com
Phone: 817-392-4926 Phone: 214-524-6102
VCWRF phone: 817-392-4920 cell: 214-883-6523
Alternate Contact:
Chad Caudle, Transportation Mgr
Cell: 214-234-6121
LICENSING, TESTING AND MONITORING
24. The Hauler warrants that acquired and shall maintain all required State and Federal
licenses and permits to haul waste. The Hauler shall be solely responsible at its own
cost and expense for requirements mandated by the Texas Commission on
Environmental Quality (TCEQ) and the United States Environmental Protection
Agency (USEPA), or pursuant to any other local, municipal, State or Federal
environmental law. Copies of any waste analysis reports or any other documentation
sent to or from the TCEQ and USEPA shall be filed with the CITY.
ENTIRE AGREEMENT
25. This Agreement represents the entire agreement between the parties and supersedes
and nullifies any prior agreement. Any modification or addition to the agreement
must be in writing signed by both parties.
VENUE
26. Venue and jurisdiction of any suit, right, or cause of action arising under, or in
connection with this Agreement shall lie exclusively in Tarrant County, Texas.
IN );_�ITNESS W r_tbyAC4ft1 EREOF, the parties hereto have made and executed this Agreement this
`� day of , A.D., 20 ��
"1T OF FORT WORTH
A.tt A
4A V _�w
Ci rej,a Mr. Fernando Costa
t 4crel
Title: Assistant City Manager
FOe
Recomm ode+
ebastian PiEzra, REM
Title: Asst., Din Water Resource covery
Fort.Worth Water Department
ry
raved as to Form and Legality:
at
MS C rista Reynolds
Title: Sr. Assistant City Otto e
Li'q i*d En 01 jeniLl Soll V
ions f T s C Witness U,
•
4 KA. .."�
Title: Executive c -Presme nt of Sole Member Regp,l,at,ory Counsel
Date:: Date _Z.,1q11q
F'FICIAL RECORD
CITY SECRETARY
IFICIEARET RD
TY 3 0]
CRE AR
Wo T TX
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To WORTH9 TX