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HomeMy WebLinkAboutContract 30908 FoRTWORTH November 16,2004 Renda Environmental Inc. 2501 Greenbelt Road Fort Worth, Texas 76118 Long-Term Solids Dewatering,Processing and Disposal Contract Project No. PS46-070460300020, City Secretary Contract #20283 Attention: Oscar Renda, President NOTICE TO PROCEED on 2°d CONTRACT RENEWAL for: Long-Term Solids Dewatering,Processing and Disposal Village Creek Wastewater Treatment Plant Water Department project No.PS46-070460300020 Original Contract City Sec. Contract 920283, M&C C-14255 R, Dated:Apr 05, 1994 Amendment No.1, City Sec. Contract#22657, M&C C-15980 Dated: Apr 08, 1997 15t Contract Renewal City Sec. Contract#25763, M&C C-17834 Dated: Jan 25, 2000 2nd Contract Renewal City Sec. Contract#30908, M&C C-20131 Dated: Jun 29, 2004 Dear Mr. Renda, Find attached, one(1)executed copy of the contract extending the term of the contract and a copy of approved M&C C-20131 (June 29,2004) for the"2nd five year RENEWAL"of the Long-Term Solids Dewatering,Processing and Disposal contract, originally awarded to your firm by the City of Fork Worth on April 5, 1994. This letter is your authority to continue with the work on the current biosolids processu.�g nd land application contract and to include the professional services required to operate and maintain the gas turbine generation plant located at the Village Creek Wastewater Treatment Plant, according to the revised contract documents Commencement of the biosolids processing and land application work roust be coordinated through Gary F.Rockers,the City's Contract Service Administrator;phone(817)392-4965, pager(817) 998-0931, cell (817) 994-5706 and the operation`and maintenance of the gas turbines must be coordinated through Madelene Rafalko P.E.,phone.(817)392-4926,pager (817) 998-3754, cell(817) 991-8098. All pay estimates (Partial and Final) for the work, shall be added to the existing pay estimate form and the existing pay estimate form be modified in such a fashion to show contract renewal changes. All pay estimates shall be routed through the Contract Services Administrator's office, located at the Village Creek Wastewater Treatment Plant. Water Department J Pollution Control Division Village Creek Wastewater Treatment Plant The City of Fort Worth*P.O.Box 870*Fort Worth,Texas 76101-0870 (Shipping:4500 Wilma Lane*Arlington,Texas 76012) (817)3924960*FAX(8 17)548-1344 f Page No. 2 November 16, 2004 NOTICE TO PROCEED on 2nd CONTRACT RENEWAL for: Long-Term Solids Dewatering,Processing and Disposal Village Creek Wastewater Treatment Plant Water Department Project No.PS46-070460300020 PROJECT l ACCOUNT NUMBERS REFERENCE: A. Project Number-PS46 - 070460300020 B. Project Number for Payment-PS45 - 539120 - 0705002 Sincerely, Gary F. Rockers J Contract Services Administrator cc: Maebell Brown,P.E.,Interim Assistant Director/Water Pollution Control Frank Crumb,P.E:,Interim Water Director Jody Zabolio,P.E.,VCWWTP Senior Engineer Madelene Rafalko,P.E.,VCWWTP Engineer David Townsend,P.E.,Facilities Engineer Jerry Roberts,P.E.,Halff and Associates Inc. U Project File 1.1 (Notice to Proceed-2nd Contract Renewal.doc) Water Department / Pollution Control Division v Village Creek Wastewater Treatment Plant The City of Fort Worth*P.Q.Box 870*Fort Worth,Texas 76101-0870 ( Shipping:4500 Wilma lane*Arlington,Texas 7601.2) (817)392-4960*FAX(817)548-1344 Page I of 3 -� City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 6/2912004 DATE: Tuesday, June 29, 2004 LOO NAME; GORENDA REFERENCE NO.: C-20139 SUBJECT: Authorize Settlement Agreement with Lone Star Energy Services and Exercise the Second Five Year Renewal Option to the Solids Dewatering, Processing and Disposal Contract with Renda Environmental, Inc. for the Village Creek Wastewater Treatment Plant with Amendments RECOI'JIMENDATION: It is recommended that the City Council: 1. Authorize the City Manager to execute the settlement agreement with Lone Star Gas Energy Services CompanylTXU Energy Services Company. 2. Authorize the City Manager to execute the second five-year renewal to the Solids Dewatering, Processing and Disposal Contract with Renda Environmental, Inc. (City Secretary Contract No. 20283), with adjusted quantities to reflect actual daily solids production and an annual CPI calculation; and 3. Authorize the City Manager to execute an amendment to City Secretary Contract No. 20283 to include: a. The operation and maintenance of the Village Creek Wastewater Treatment Plant (VC P) five MW turbine generators; and b. The terms for the purchase of supplemental gas as an additional fuel source for the VCWWTp turbine generators, consistent with the terms of the settlement agreement. DISCUSSION: On December 12, 2000 (M&C C-18397), the City Council authorized the execution of a long-term contract with Lone Star Gas Energy Services, Inc., for the operations and maintenance of the two-five Megawatt (MW) turbine generators at the Village Creek Wastewater Treatment Plant. This contract was terminated effective December 31, 2003. Two temporary letter agreements have allowed continued operation until June 30, 2004. Renda Environmental, Inc., formerly known as Oscar Renda Contracting, Inc., has proposed to operate these turbine generators as part of its contract. The contract amendment will reduce the current turbine generator operating costs from $77,000 to$60,000 per month. On January 11, 2001 (M&C C-18877), the City Council authorized the execution of a long-term contract with Lone Star Energy Services, Inc., a subsidiary of TXU, for the purchase of landfill gas produced at the Arlington Landfill as an additional fuel source'for the VCWWTP Turbine Generators. As part of a mediated `Pettiement with TXU, this contract will be terminated effective June 30, 2004. Renda Environmental, Inc., -has proposed to contract with Renovar (Landfill Gas Owner) to supply landfill gas to the City as an additional fuel for the VCWWTP turbine generators. The proposed contract amendment with Renda IttP://Www,cfwnet.org/council 7/7/2004 1 Page 2 of 3 Environmental, Inc. will reduce the current fuel costs from an average of $163,000 per month to a not-to- exceed cost of$132,500. The May 2004 cost for landfill gas was $173,000. On April 5, 1994 (M&C C-14255R), the City Council, authorized execution of a Solids Dewatering Processing and Disposal contract with Oscar Renda Contracting, Inc./Agronomic Management Group, Inc., now known as Renda Environmental, Inc., at the VCWUVTP. On January 25, 2000 (M&C C-17834), the City Council authorized the first five-year renewal and two additional five-year renewal options. Throughout the duration of the contract, the contractor operated without interruption and in full regulatory compliance. As part of the renewal negotiation, City Staff requested Renda Environmental, Inc., to amend the current contract and to begin the renewal term on June 30, 2004. This amendment will reduce biosolids average handling cost of$420,000 per month to an average of$390,0©0 per month. Staff recommends the exercise of the second option to renew the Long-Term Solids Dewatering, Processing and Disposal contract with Renda Environmental, Inc. to include; 1) A five-year, nine month (69 months) agreement at the proposed cost of $134.97/Dry Ton, with an annual CPI adjustment, not to exceed the current yearly and total contract caps on price increases (3.5% and 15%, respectively). This amendment will reduce biosolids average handling cost of $420,000 per month to an average of$390,000 per month. 2) The operation and maintenance of the two-five MW turbine generators and heat recovery system at the VCWWTP for a cast of $60,000 per month with an annual CPI adjustment, not to exceed the current yearly and total contract caps on price increases (3.5% and 15%, respectively). The contract amendment will reduce the current turbine generator operating costs from $77,000 to $60,000 per month. fD 3) Terms for the purchase of supplemental gas as an additional fuel source for the generators at a cost not to exceed $132,500 per month with an annual CPI adjustment, not to exceed the current yearly and total contract caps on price increases (3.5% and 15%, respectively). The contract amendment will reduce the current fuel costs from an average of$163,000 per month to a not-to-exceed cost of$132,500. Quantities and costs for the renewal term are estimated in the table below: Yearly Sludge Annual Annual Costs Annual Costs Production Sludge Cost Turbine Landfill Gas Fiscal Year D Tons) wifih 3°!a ��� -(Dry CPI Operations Purchase Annual Costs 2003-2004* 10,200 dry tons $1,376,694.00 $180,000.00 $402,276.00 $1,958, .00 2004-2005 37,000 dry tons $5,031,344.00 $725,400.00 $1,618,689.00 $7,375,433.00 2005-2006 37,740 dry tons $5,285,930.00 $747,162.00 $1,657,317.00 $7;690,409.00 2006-2007 38,495 dry tons $5,553,427.00 $769,577.00 $1,697,103.00 $8,020,107.00 2007-2008 39,265 dry tons $5,834,445.00 $792,664.00 $1,738,083.00 $8,365,192.00 2008-2009 40,050 dry tons $6,129,622 .00 $816,444.00 $1,780,292.00 $8,726,358.00 2009-2010** 20,425 dry tons 3195,843.00 $417,339.00 $906,328.00 $4,519,510.00 TOTAL 223,175 dry tons $32,407,305.00 $4,448,585.00 $9,800,058.00 $46,655,979.00 *3 Months (July 2004 through September 2004) 6 Months (October 2009 through March 2010) Estimated annual cost is based on the not-to-exceed monthly cost of$132,500 i Renda Environmental, Inc., is in compliance with the City's M/ BE Ordinance by committing to 20% i httP://www.cfwnet.org/council_packet/Reports/mcLprint.asp 7/7/2004 1; ' y Page 3 of 3 MA BE participation. The City's goal on this project is 19%. r Funding for this contract is budgeted on an annual basis. Additionally, the contract has a funding out Clause that provides that the contract will.terminate if the City fails to budget for any year of the option period. FISCAL INFORMATIONICERTIFICATION: The Finance Director certifies that funds are available in the current operating and capital budgets, as appropriated of the Water and Sewer Fund and the Sewer Capital Project Fund. TO Fund/Account/Centers FROM FLind/Account/Centers PS58 539120 070580300120 $180,000.00 PE45 539120 0705002 11,774,020.00 Submitted for City Manager's Office bv: Marc Ott (8476) Originating Department Head: Dale Fisseler(8207) Additional Information Contact: Dale Fisseler(8207) �ttP://www.cfwiiet.org/counciLpacket/Reports/Mc�_print.asp 7/7/2004 CITY SECRETAIJY CONTRACT No. STATE OF TEXAS § :SNOW ALL BY THESE ESE PRESENTS: COUNTY OF TARRANT § WHEREAS, the City of Fort Worth, a municipal corporation situated in Tarrant, Wise and Denton Counties, Texas, hereinafter called "CITY" and Renda- Environmental, hac., hereinafter called "CONTRACTOR", made and entered into City Secretary Contract No. 20283 which was authorized by the City Council by M&C C-142558 on April 5, 1994; which contract was amended by City Secretary Contract No. 22657, authorized by City Council M&C C-15980 on April 19, 1997; and which contract was further amended by City Secretary Contract No. 25763, authorized by City Council M&C C-17834 on January 25, 2000, to exercise the 5-year renewal option under Paragraph D-61 (the first renewal which extended the contract for the Second Five-Year Term) and to add two additional 5-year renewal options (the contract, as amended, collectively referred to below as the "Contract"). WHEREAS,the Contract involves processing services for the following project: Village Creek Wastewater Treatment Plant Long Terra Solids Dewatering,Processing and Disposal Sewer.Project No.PS46-070460300020 WHEREAS, City now desires to further amend the Contract to exercise an additional 5- year renewal option to extend the term of the Contract; WHEREAS, on December 20, 2000 the City and Lone Star Energy Services ("LSES") entered into a contract (City Secretary Contact No. 26457) whereby LSES was to operate and maintain the gas turbine generation plant located at the City's Village Creek Wastewater Treatment Plant("Facility")- . WHEREAS, LSES, pursuant to the terms of City Secretary Contract No. 26457, employed professionals with the necessary expertise.and engineering knowledge and training to operate and maintain the Facility; WHEREAS,the City has terminated the City Secretary Contract Na. 26457; i WHEREAS, Contractor has now employed the professionals previously employed by LSES to operate and maintain the Facility; WHEREAS, City and Contractor wish to amend the Contract to include the professional services required to operate and maintain the Facility; f NOW THEREFORE, City, acting herein by and through Marc Ott, its duly authorized Assistant City Manager, and Contractor, acting herein by and through Oscar Renda, its duly authorized president, enter into the following agreement (this Amendment), which amends the Contract as follows: 1. Paragraph 1 of City Secretary Contract 25763 is hereby is amended in its entirety to read as follows: "Paragraph D-61 OPTION TO RENEW CONTRACT of the Contract is hereby amended in its entirety to read as follows: At the end of the initial Contract term, the City, at its sole option, hasthe right to exercise three .successive options to renew the Contract, each option being for an additional period not to exceed five (5) years. The unit prices under the renewal shall be the same unit prices as under the original term, or as such may have been adjusted pursuant to the "Unit Price Adjustment" in Part D, Paragraph 60 to this Contract for the same unit quantities. The Contract renewal unit price will not include any costs for facilities and/or equipment, including financing costs, for which title shall be transferred to the City. 2. This agreement shall terminate at midnight, March 31, 2010, subject to the City's sole option to extend this agreement for an additional 5 years. 3. The following Bid Items contained in the Contract are amended as follows: Bid Item No.2 For receiving an average of approximately 106.32 tons per day of dry solids and operating all necessary equipment for dewatering all solids received and furnishing and applying chemicals or other approved materials and/or processes to achieve acceptable Class A pathogen and vector attraction reduction levels, and for transporting and beneficially using on land, for 365 calendar days per year for five years and nine months, complete for One Hundred Thirty-Four Dollars and Ninety-Seven Cents ($134.97)per dry ton. $134.97 x 223,175 dry tons = $30,121,929.75 or Hundred Twenty-One Thousand Nine Hundred Twenty Nine Dollars Oand ; i 1 Seventy-Five Cents. i i 2 I �~1 Bid Item No. 4B CPI Adjustment: The adjustments shall be limited to three and one-half percent(3-1/2%)per year over the most recently prevailing unrices, not to exceed fifteen percent (1501o) of the initial unit price over thte five-year terns of the contract. Add$2,285,376.25 Total Cost Summary Bid Item No. 2 $30,121,929.75 Bid Item No. 4B $ 2:,285,376.25 Total Project $32,407,306.00 4. For the remainder of the Second Five-Year Term and for the Third Five-Year term of the Contract the following changes are made to the Specifications: A. Section 04-4.2 SPECIAL PROVISIONS: Establishing, implementing, operating under, and "Partnering" with the City during the life of the contract on an Environmental i"fanagement,system (EMS)for Biasocids using 10iosoiids "best management ,p_a4�„lucesa� outlined by the National.Biosolids Partnership(NBP). g ., B_ Section 13001, Paragraph 1.2.A. The end of the first sentence shaft be changed to +,he following: "average of approximately 212,640 dry pounds (106.32 dry tons) of solids per day throughout the remainder of the contract." C. Section 13001, Paragraph 1.2.C. The "Daily Average" shall change from "100 dry tons per day"to "106.32 dry tons per day." 5. The MIWBE Goal for the Third Five-Year Renewal term of the Contract is nineteen percent (19%). 6. Contractor agrees to perform operation and maintenance of the Facility, all in accord with each of the terms and conditions set forth in Exhibit "A" attached hereto. As compensation for the services provided by Contractor pursuant to this Paragraph 6 and Exhibit "A", City shall pay Contractor as provided in Exhibit"A" i i J _r 7. All other provisions of the Contract, which are not expressly amended herein, shall remain in full force and effect. 8. Regardless of the date of execution of this agreement, the effective date shall be July 1, 2004. IN TEST'MONy WHEREOF, the City of Fort Wortth has caused this instrument to be signed in quintuplet in its name and on behalf, by its Assistant City Manager and attested by its City t+nu Secretary, with the corporate Seal armed, and the Contractor also has properly executed this inseut in quadruplet copies each of which is deemed an original. EXECUTED in the City of Fort Worth, thish day of . f l J (� 200T. ATTEST: CITY OF FORT WORTH � Y 1 By: 7c� Marty HendrixMar City Secretary Assistant Ci . City Manager Approved as t Form and Legality s Assistant ityAttomey Contract. Authori4atiox Date, ATTEST: RENDA ENVIRONMENTAL,INC. By: I C zporate Secretary Oscar Renda President i 1 i it 4 I Exhibit"A" Terms of Operation and Maintenance of the Electric Generating Plant("Facility")located at the Village Creek Wastewater Treatment Plant Site Pursuant to paragraph 6 of the Amendment to which this Exhibit"A"is attached, and in addition to all other terms and conditions of the Contract,the Parties agree as follows,: A. Compensation to Contractor For operation and maintenance of the Facility as set forth below, Contractor shall be compensated in the amount of$55,500 per month with an annual CPI adjustment,not to exceed the current yearly and total contract caps on price increases (3.5% and 15% respectively). If the City exercises its right to extend this agreement for an additional 5 years, Contractor shall be compensated in the amount of$48,000 per month beginning April 1,2005, subject to the CPI adjustment contained herein. B. Definition of Terms Agreement All terms and conditions of this Exhibit "A,"and of the Contract as they pertain to the terms and conditions of this Exhibit"A." City City of Fort Worth, Texas. Contractor Renda Environmental,Inc. Plant Village Creek Wastewater Treatment Plant 4500 Wilma Lane Arlington, Texas 76012 Facility Turbine/Generator Facility consisting of one or more Taurus 60 gas turbine generators and auxi.iiary equipment including: gas compressor skid,two Mycom gas compressors,instrument air compressor system, electrical switchgear motor control centers and distribution,turbine generator and compressor controls, and hot oil heat recovery system. OEM Original Equipment Manufacturer i i Exhibit"A" .Page 1 of 12. I Gas System the natural gas system at the Plant that uses three different sources of fuel,which may include: digester gas generated by the Plant, Landfill Gas generated offsite, and conventional natural gas, Compensation xne amounts due to the Contractor pursuant to paragraph A above, subject to the other terms and conditions of this Agreement. C. Contacts Commercial Contact: David Townsend,P.E. Facilities Engineer City of Fort Worth Water Department 1000 Throclonorton Fort Worth,Texas 76102 Telephone: 817-392-8430 E-mail: David.Townsend@fortworthgov.org Plant Contact: Jody Zabolio,P.E. Senior Professional Engineer City of Fort Worth Village Creek WWTP 4500 Wilma Lane Arlington, Texas 76012 Telephone: 817-392-4963 E-mail: Jody.Zabolio@fortworthgov.org D. General Requirements of Contractor Contractor shall provide: 1_ Continuous twenty-four hour operating,monitoring and adjustment of the Facility. 2. Day-to-day routine maintenance and housekeeping of the Facility. 3• A minimum of three experienced personnel with the necessary expertise and engineering knowledge and training to operate and maintain the Facility(Key Personnel). Contractor shalt guarantee no less than.48 hours in plant attention per week by Key Personnel, and twenty-four hours per day every day monitoring through human/machine interface. Further, Contractor shall guarantee that the Key Personnel: a, shall collectively maintain the following qualifications, training and licenses: Licensed and registered Professional Engineer—Electrical, State of Texas f • State of Texas Master Electrician I Experienced Turbine-Generator Tec hnrciar./Operator; Exhibit"A" Page 2 of 12 I ■ Certified Energy Manager (C.E.M.)—USA b. shall be available twenty-four hours a day every day by SCADA alarms and pagers (except for vacation or other reasonable personal needs)to support the Facility, and c. shall, at all times have at least one of the Key Personnel available to be on-site within one hour, as necessary to respond to the needs of the Facility and related needs of the Plant. 4. Written protocols and procedures, approved by the City,for communications between City employees and Key Personnel. These protocols and procedures shall include a requirement that SCADA alarms and pagers be used to contact Key Personnel when they are not present at the Plant. 5. A written comprehensive safety program that complies with applicable law and the terms of this Exhibit"A"to ensure a safe working environment. 6. All reasonable routine labor, consumables,oil,filters,lubrication, tools and necessary rental equipment. Contractor is responsible for all repairs and breakdowns that are a result of Contractor's negligence,regardless of the costs. Contractor is responsible for all other repairs or breakdowns up to $30,000 each contract year. Any such costs in excess of$30,000 per contract year shall be the responsibility ofthe City. Contractor shall cooperate with City in making ail repairs. For purposes of this paragraph, "Contract Year"shall mean April I. to March 31 of each yearthatthis Contract is in force and effect; provided,however, that for the first term of this Contract, "Contract Year"shall mean July 1,2004 to March 31,2005. E. Requirements for Contractor's Operation and Maintenance of the Facility 1. The operation and,maintenance of the Facility will be supervised under the direction of a qualified professional engineer,licensed in the state of Texas because, among other consequences, improper operation could include unnecessary loss of life, loss of the Facility or other property, and disruption of Plant operations. 2. Contractor will provide professional engineering services(mechanical and electrical)to direct and supervise any Facility operating technicians on a continuous basis, and to perform routine Facility inspections to check the performance and condition of the gas turbine engines and related technology to assess and evaluate compliance with OEM standards, safety and environmental # requirements. a I h! Exhibit"A» Page 3 of 12 f .0. Contractor shall continually monitor equipment performance and adjust the operation and maintenance of the Facility according to fuel characteristics, electrical demand and other parameters as required to maximize the efficiency of the Facility. 4. Contractor shall design and implement a Facility operations schedule that optimizes the fuel efficiency on a seasonal basis,in a manner that also protects the security of the City's electrical supply and distribution infrastructure. 5. Contractor shall operate and maintain the Facility in compliance with TCEQ Permit No. 7553,EPA Title V requirements, and all other applicable laws and governmental regulations,including but not limited to air quality regulations. 6. Contractor and Key personnel shall work in close association with the Plant Personnel to support the changing requirements of the Plant's load and operating modes. T. Contractor shall assist the City in cooperating with the OEM to address technical and mechanical details and problems as they arise. Key Personnel shall monitor all scheduled or emergency work conducted by OEM on the Facility. 8. Contractor shall attend all regularly scheduled monthly City conducted meetings regarding Plant and/or Facility operations, and shall attend other meetings with vendors, suppliers,consultants,regulatory agencies or energy companies,upon reasonable advance notice from the City. 9. Contractor shall submit a detailed monthly report to City summarizing significant events, fuel use and operating data related to the Facility. 14. Contractor shall develop a specific, detailed written training and instruction manual for the Facility operation. This manual will include, but not be limited to, detailed instructions for system startup, shutdown,routine operations, emergency Operating conditions and abnormal situations,with specific instructions for both manual and automatic operation. Technician training and development will be done by professional engineers and shall include training for the monitoring of operating trends in the Facility, such as vibration levels,temperatures and other OEM standards. l 1. Contractor may supply supplemental fuel as an energy source for the operation of the Facility. If Contractor does obtain a source of supplemental fuel, then'the Parties will negotiate an amendment to this agreement setting forth the terms under which the supplemental fuel will be sold to the City. "Supplemental fuel" means fuel of any source other than the methane gas generated at the Plant. w I Exhibit" , Page 4 of I2 F. Description of the Facility Systems and Associated Responsib ities The following paragraphs describe the division of responsibilities between the City and the Contractor for various systems,based on the cited drawings in the project titled "Digester Gas Fueled Turbine/Generators"(Water Department Project No. PE42- 070420160110). 1. Multatech En ' Merin Inc.Drawin No. P 1.0 L Heatin Water Reservoir S stem City will operate and maintain all equipment and systems on this drawing. 2. Multatech En ' eerie g,Inc.Drawin 2,No.P 1.02.Natural and Di gester Gas Fuel S stem City will operate and maintain all of the equipment and systems on this drawing up to the inlet flange of the fuel gas compressor units(TGC i &2). Contractor shall operate and maintain all of the equipment and systems on this drawing beyond and including the fuel gas compressor units (TGC 1 &2); this includes all gas regulators and check valves. 3. Multatech En neerin g, Inc.Drawin g No.P1.03 Potable and Service Water System ■ City will be responsible for the water supply and all discharges. Contractor shall operate and maintain all of the equipment and systems on this drawing. 4. Multatech Engineering, Inc.Drawing No.P 1.04 Hat Oil S stem ■ City will repair the hot oil system as planned in the fall of 2004. • Upon completion of City repairs, Contractor shall operate and maintain all of the equipment and systems on this drawing. 5_ Multatech En ' eerin6,Inc_Drawing No.P1.05 In=meet Air S stem ■ Contractor shall operate and maintain all of the equipment and systems on this drawing. 6. Multatech En . eerie Inc. tawing No. P1.07. Turbine Intake and Exhaust Sy stem Contractor shall operate and maintain all of the exhaust system equipment and systems on this drawing starting at the Turbine Heat Recovery Unit including i F Ex1u`bzt"A" � Page 5 of 12 diverter dampers, bypass exhaust stack, bypass exhauststack air silencer, turbine heat recovery unit,heat recovery unit circulating pump and primary exhaust stack: • Contractor shall operate and maintain all of the turbine intake air equipment and systems on this drawing including the evaporative coolers, air filters, intake.air silencers and exhaust system from the turbine to the Turbine Heat Recovery Unit. 7. Multatech Engineering,Inc. Drawing No. P1.08 Turbine En ' e Unit Lube Oil S_ ystem ■ Contractor shall operate and maintain all of the equipment and systems on this drawing. 8. Multatech EngjAgering, Inc.Drawing No. E7.,01 One Line Di am • City will operate and maintain the circuit breakers in the EDS building. • Contractor shall operate and maintain all of the equipment and systems on this drawing up to the existing EDS Building, which include the neutral ground assemblies,generator vacuum circuit breakers, generator terminal box with differential CTs,480V transformers and Turbine/Generator Facility control room MCCs. 9. Miscellaneous Systems City will operate and maintain - Plant distributed control system - Plumbing and sewer system - Fire protection system - Communications systems Security systems - All other building systems and services for the structure, roofiag, interior and exterior walls, architectural systems, etc. - Landscaping and yard maintenance - Digester gas supply to the Facility Contractor shall be responsible for testing and maintenance of the gas detection alarm that is part of the Facility. 10. Reaatory Responsibilities 1 Contractor shall operate the Facility in compliance with all applicable laws J and regulations,including but not limited to all air permit requirements,to the Exhmbit"N, Page 6 of 12 extent they are related to the operation and maintenance of the Facility. City will be responsible for compliance with all other Plant air permit requirements. r, Contractor shall cooperate with City on all regulatory activities.Contractor shall provide monthlyrecords of fuel eoumpo y type and operating hours of each turbine generator. Contractor shall also provide operating data during quarterly exhaust stack testing, including but not Iimited to load conditions,fuel consumption, and combustion temperatures. G. Miscellaneous I• Rights and Remedies under the Contract. This Agreement is subject to the City's rights and remedies under the Contract to `rhe full extent, as if they were incorporated herein verbatim. In the event of any conflict between the provisions of the Contract and the express provisions of this Agreement,this Agreement shall control. 2. Term of A Bement. a. Term. The term of this Agreement shall expire on March 31, 2005, unless extended by mutual agreement,in writing, signed by all parties to the Contract. b• Termination for Cause. Notwithstanding the foregoing,if either Party commits a material breach of this Agreement, the non-breaching party must give written notice to the breaching Party that describes the breach in reasonable detail. The breaching Party must commence curing such breach within fourteen(14) calendar days after the time the breaching Party receives such written notice and complete the cure within.fourteen (14)calendar days from the date of commencement of the cure. If the breaching Party does not substantially cure such breach within the stated period of time(except for failure of City to make any payment when due as discussed below),the non-breaching Party may, in its sole discretion, and without prejudice to any other right under this Agreement,law, or equity,terminate this Agreement by giving written notice to the breaching Party-,provided,however,if the breach is not reasonably susceptible to cure by the breaching Party within such fourteen(14)day period,the non- breaching Party'shall not exercise its Option to terminate this Agreement so long as the breaching Party has commenced to cure the default within I such fourteen(14) day period and diligently completes the work within a I reasonable time without unreasonable cessation of the work to complete the cure. Exhibit"A" Page 7 of 12 i A material-breach shall include: (i) if either Party discovers that at the time of execution of this Agreement the other Party did not have the capacity or the proper authority to enter into this Agreement for any reason or was barred from entering into this Agreement because of any law,regulation, court order,agreement, lease,mortgage, or any other reason; (ii) the failure of either Party to comply with any federal, state, or local law,regulation,rale or order that causes a material adverse affect upon this Agreement, either Party, or either Party's performance of its obligations pursuant to this Agreement; (iii) if either Party(A)becomes or declares that it is insolvent or bankrupt,(B) becomes or declares that it is the subject of any proceedings relating to its liquidation or insolvency, (C) appoints, has appointed on its behalf, or consents to the appointment of, a . receiver or similar officer, of or with respect to all or substantially all of its assets under any bankruptcy, insolvency, or other similar law, or(D)makes an assignment for the benefit of all or substantially all of its creditors. ,J C. Remedies for Failure of QtY to Pgy the Com enation. I=f City fails for any reason, other than City's failure to appropriate funds for the payment Of its obligations hereunder,to pay Contractor any part of the Compensation when due,and does not make such payment within.ten(10) days after receiving written notification of such failure from Contractor, then Contractor may immediately, and without further notice to City,and without any liability or responsibility for the consequences thereof, take any one or more of the following actions in Contractor's sole discretion, in addition to all other remedies available to it, at law or equity: (i)suspend any or all services described in this Agreement provided by Contractor or (ii)terminate this Exhibit"A." d. Terminati.on for Non-Appropriation. In the event the City does not appropriate sufficied money to pay the Compensation for any succeeding fiscal year of the City during which this Agreement is in effect,then this Agreement will terminate at the end of the most recent fiscal year for which funds had been appropriated and City shall not be obligated to make payment of the Compensation provided for in this Agreement beyond that fiscal year of the Contract for which funds were last appropriated. City agrees to deliver written notice of such nonappropriation and payment for any outstanding-Compensation payable to Contractor within ten.(10) business days after the City Council determines not to appropriate payment of the Compensation for the next succeeding fiscal year of this Agreement. _ I I Exl ubit"N) Page 8 of n j r' For purposes of this Agreement, the City's fiscal year is October I through September 34. The City's failure to deliver such notice shall create no rights in Contractor. 3. Insurance. Contractor shall, at its sole expense,provide and maintain in effect at all times during the term of this Agreement and/or at any time during which the Contractor is providing any services related to this Agreement, and as otherwise required hereunder, insurance coverages as set forth in Attachment A to this Agreement. 4. INDEMNIFICATION a. CONTRACTOR'S DUTY TO INDEMNIFY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CONTRACTOR AGREES TO AND SHALL INDEMNIFY AND DEFEND CITY AND EACH OF ITS SUCCESSORS,ASSIGNS,ELECTED OFFICIALS, OFFICERS,PARTNERS,AGENTS,REPRESENTATIVES,CONSULTANTS, CONTRACTORS,ATTORNEYS,AND EMPLOYEES(COLLECTIVELY"CITY INDEMNITEES"),FOR,FROM AND AGAINST ALL LIABILITIES, CLAIMS, DAMAGES,LOSSES,LIENS,FINES,PENALTIES, COSTS, CAUSES OF ACTION, SUI'T'S,JUDGMENTS AND EXPENSES(INCLUDING COURT COSTS,ATTORNEYS' FEES,AND COSTS OF INVESTIGATION), OF ANY NATURE,KIND OR DESCRIPTION OF ANY PERSON OR ENTITY(INCLUDING,WITHOUT LIMITATION, CLAIMS AND LIABILITIES RELATING TO BODILY)NJURY, PROPERTY DAMAGE, OR ENVIRONMENTAL LAWS,INCLUDING BUT NOT LIMITED TO THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT,42 U.S.C; 9601-9675)DIRECTLY OR INDIRECTLY ARISING OUT OF,CAUSED BY,OR RESULTING FROM(IN WHOLE OR IN PART), (Y)THE SERVICES PERFORMED HEREUNDER, OR ANY PART THEREOF, (ii) THIS AGREEMENT OR(iii)ANY ACT OR OIIISSION OF CONTRACTOR,ANY SUBCONTRACTOR,ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY THEM, OR ANYONE THAT THEY CONTROL OR EXERCISE CONTROL OVER(COLLECTIVELY,°°LIABILITIES"),EVEN IF SUCH LIABILITIES ARISE FROM OR ARE ATTRIBUTED TO THE CONCURRENT NEGLIGENCE OF ANY CITY INDEMNITEE OR FROM STRICT LIABILITY. THE ONLY LIABILITIES WITH RESPECT TO WHICH CONTRACTOR'S OBLIGATION TO INDEMNIFY THE CITY INDEMNITEES DO NOT APPLY IS WITH RESPECT TO LIABILITIES RESULTING FROM THE SOLE:NEGLIGENCE OR WILLFUL MISCONDUCT OF A CITY IfNDEMNTTEE. 5. GOVERNING LAW JURISDICTION AND VENUE. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS,AS THEY APPLY TO CONTRACTS PERFORMED WITHIN THE STATE OF TEXAS AND WITHOUT REGARD TO ANY CHOICE OF LAW RULES OR PRINCIPLES TO THE CONTRARY. THE PARTIES ACKNOWLEDGE THAT THIS AGREEMENT IS PERFORMABLE IN TARRANT COUNTY,TEXAS AND HEREBY SUBMIT TO THE RMSDICTION OF THE COURTS OF THAT COUNTY,AND HEREBY AGREE THAT ANY SUCH COURT SHALL BE A PROPER FORUM FOR THE DETERMINATION OF ANY DISPUTE ARISING HEREUNDER. r � 6. Independent Contractor Relations hip. Contractor shall perform all work and services hereunder as an independent contractor, and not as an officer, agent, servant or employee Ex]nbit"A" Page 9 of 12 of the City. Contractor shall have exclusive control of, and the exclusive right to control the details of the work performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees and subcontractors. Nothing herein shall be con stro.ed as creating a partnership or joint vent-are between he City and Contractor, its officers, agents, employees and subcontractors, and doctrine of respondent superior has no application as between the City and Contractor. In addition: a. Contractor may subcontract any part of its obligations under this Agreement with the prior written consent of City,which consent shall not be unreasonably withheld;however, Contractor shall not enter into any agreement: with a contractor, subcontractor or other agent that is inconsistent with the provisions of this Agreement, and shall secure the performance of each such agent in accordance with the requirements of this Agreement. Contractor shall be solely responsible.for directing, supervising, and paying all fees and expenses of its contractors, subcontractors and other agents. b. Contractor shall be responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with this Agreement. Contractor shall take all necessary precautions for the safety of, and shall provide all necessary protection and equipment to prevent damage, injury or loss to City and the other Indemnitees,invitees, Contractor's and Subcontractors' employees and workmen,inspectors, other consultants,unauthorized intruders and emergency personnel. Where consideration of labor, equipment or safety is involved, Contractor is solely responsible for all decisions and City shall not incur any liability as a result of Contractor's decisions. 7. Notices. All notices required under this Agreement from one Party to the other shall-be deemed to have been duly delivered if hand delivered or sent by United_ States Certified Mail,return receipt requested,postage pre-paid, as follows: a. If to Ci : City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102,Attention: City Manager; with a copies to: City Attorney, 1000 Throck porton,Fort Worth,Texas 76102; and Director of City of Fort Worth Water Department, 1000 Throckmorton,Fort Worth,Texas 76102. b. If to Renda: Renda Environmental, Inc.,2501 Greenbelt Road Fort Worth, Texas 76118,Attention, Oscar Renda,President. S. Force Mjeure. If Contractor or City becomes unable, either in whole or part,to fulfill its obligations under this Agreement due to a"Farce Maieure Event",then the obligatio�zs so affected by such Force Majeure Events will be suspended only during the continuance of such event. -The affected party will give written notice of the existence, extent and nature of the Force Majeure Events to the other party as soon as reasonably possible after the occurrence of the event and thereafter shall use commercially reasonable efforts to remedy its inability to perform as soon as possible. Failure to give notice will result in the continuance of that party's obligation, Rxhbit"A" Page 10 of 12 i regardless of the extent of any existing Force Majeure Event. ,ForceMajeure"or "Force Mag eure event(s)"means any act, event or condition not reasonably within the-control of the party claiming force majeure, which has had or may reasonably be expected to have, a material adverse effect on the rights or obligations of the parties under this Agreement, including: acts of God; winds,hurricanes, tornadoes, fires,epidemics, landslides, floods; strikes;lockouts; or other industrial disturbances; acts of public enemies; terrorist attacks; new laws and/or regulations and changes to existing laws and/or regulations if the same make it economically impractical for the City to operate the Facility; acts, failures to act or orders of any kind of any governmental authorities,including a decision by the City of Fort Worth, in its sole discretion, to cease operating the Facility; insurrections; inability to procure materials or services; military action:;war,whether or not it is declared;sabotage; riots; civil disturbances; explosions; and equipment breakdowns, including breakdown of the Facility; but excluding the financial inability of such party caused by factors other than any of the foregoing factors 9. Assignment; Change of Ownership. Contractor shall not assign,transfer, or otherwise dispose of any of its obligations or duties under this Agreement without the prior written consent of City. This Agreement will inure to the benefit of and be binding upon the undersigned Parties and entities, and their respective legal representatives, successors and permitted assigns. 10. No Third-Party Ruts. Nothing in this Agreement(including any attachments hereto)shall create, or be construed as creating, any express or implied rights in any person or entity other than the Parties. 11. Survival of Provisions. Termination of this Agreement for any reason whatsoever shall not affect: (a) any right or obligation of any party that is accrued or vested prior to such termination, and any provision of this Agreement relating to any such right or obligation shall be deemed to survive the termination of this Agreement or(b) any continuing obligation,liability or responsibility of Contractor including,without limitation, Contractor's warranty or indemnification obligation(s)under this Agreement. 12. Construction. This Agreement shall be interpreted fairly in accordance with its terms and without any strict construction in favor of or against either party. Further, each of the parties acknowledges, agrees and represents that it has been represented by legal counsel in connection with this Agreement and participated in the drafting of this Agreement;accordingly, the rule of construction that any ambiguities will be construed against the drafting party shah have no application to this Agreement. 13. S k9ity. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law,but if any provision of this Agreement, or the application thereof to any person or entity or under any circumstances,is invalid or unenforceable to any extent under applicable law,and the extent of such invalidity or unenforceability does not cause substantial deviation from the underlying intent of the parties as expressed in this Agreement,then such provision shall be deemed severed from this Agreement with respect to such person, entity or circumstance,without invalidating the Exhibit"A" Page 11 0£12 remainder of this Agreement or the application of such provision to other persons, entities or circumstances, and a new provision shall be deemed substituted in lieu of the provision so severed which new provision shall,to the extent possible, accomplish the intent of the parties as evidenced by the provision so severed. 14. Further Assurances. City and Contractor agree to provide such information, execute and deliver any instruments and documents and to take such other actions as may be reasonably requested by the other Party which are not inconsistent with the provisions of this Agreement and which do not involve the assumption of obligations other than those provided for in this Agreement,in order to give full effect to this Agreement and to carry out the intent of this Agreement. 15. Amendments. This Agreement may not be amended or modified other than by a written agreement.executed by the parties,nor may any provision be waived except by a writing signed by the party waiving such provision. Any waiver shall be limited to the specific purposes for which it is given. 16. No Waiver. No failure by either party hereto at any lime to give notice of any breach by the other party of or to require compliance with, any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or any prior or subsequent time. t Exhibit"A" Page 12 of I2 Il14SU7EtANcE Attaehment A Contractor shall,at its sole expense,maintain in effect at all times during;.he term of this Agreement and as otherwise required hereunder,insurance coverages with limits not less than those set forth below with insurers licensed to do business in Texas and acceptable to City and under forms of policies satisfactory to City.. The requirements contained herein as to types,limits or City's approval of insurance coverage to be maintained by Contractor are not intended to and shall not m any manner limit, qualify or quantify the liabilities and obligations assumed by Contractor under this Agreement or otherwise provided by law. • Coverage Minimum Amounts and Limits A. Workers' Compensation. Workers' Compensation Statutory Limits Employer's Liability $500,000 This policy shall include a Waiver of Subrogation in favor of the Indemnitees (as defined in this Agreement). B. Commercial General Liability. Bodily Injury/ $1,000,000 each occurrence, or Property Damage equivalent, subject to a (Occurrence Basis) $1,000,000 aggregate applicable to the services performed under this Agreement This policy shall be endorsed to include the Indemnitees as additional insureds, contain cross- liability and severability of interest, endorsements, state that this insurance is primary insurance as regards any other insurance carried by any Indemnitee, and shall include the following coverages: (I) Premises/Operations; (2) Independent Contractors; (3) Completed Operations for a period of three years following the date of the completion of the services performed under the Agreement; (4) Broad Foran Contractual Liability specifically in support of,but not limited to, the Indemnity sections of this Agreement; (5) Broad Form Property Damage, removed; and (6) Personal Injury Liability with employee and contractual exclusions (7) Delete Exclusions relative to Collapse,Explosion and Underground Property Damage. Attachmenk"A" Page 1 of 3 i C. Comprehensive Automobile Liability. (1) Bodily Injury/ $250,000 per person $500,000 per occurrence (2) Property Damage $100,000 per occurrence, or equivalent This policy shall be on a standard form written to cover all owned,hired and non-owned automobiles. -The policy shall be endorsed to include the Indemnitees as additional insureds, contain cross-liability and severability of interest endorsements, and state that this insurance is primary insurance as regards any other insurance carried by any Indemnitee. D. Fire and Extended Cover ¢e S Provide and maintain "fire and extended coverage" for the System Site(Turbines &Power plant)with limits of$1,000,000 per occurrence and$5,000,000 aggregate. E. Umbrella Excess Liabili y Insurance. Bodily Injury $5,000,000 per occurrence Property Damage $5,000,000 aggregate (Occurrence Basis) This policy shall be written on a following form umbrella excess basis above the coverages described in A,B and C above,and shall be endorsed to include the Indemnitees as additional insureds. F. Professional Liability. Contractor agrees to provide and maintain, at its expense, a Professional Liability Insurance Policy(which shall contain no exclusions for asbestos or pollution liability) of$2 million for a period not less than two (2)years after the date of the completion of the services performed pursuant to this Agreement. Contractor shall provide City with a copy of the teens and conditions of the policy providing Professional Liability coverage. G. Contractor's E ui ment Policy. Any such inmrance policy covering Contractor's or any Subcontractors' equipment against loss by physical damage shall include an endorsement waiving the insurer's . right of subrogation against the Indemnitees. Such insurance shall be Contractor's and any Subcontractors' sole and complete means of recovery for any such loss. SHOULD CONTRACTOR OR ANY SUBCONTRACTOR CHOOSE TO SELF INSURE THIS RISK,IT IS EXPRESSLY AGREED THAT -1 CONTRACTOR AND SUCH SUBCONTRACTORS HEREBY WANE ANY CLAIM FOR DAMAGE oR LOSS TO SAID EQUIPMENT IN FAVOR OF THE INBEAMTEES,EVEN IF SUCH DAMAGE OR LOSS ARISES Attachment"A" Page 2 of 3 FROM OR IS ATTRIBUTED TO THE SOLE OR CONCURRENT NEGLIGENCE OF ANY INDEMNITEE OR FROM STRICT LIABILITY. H. Contractor's Pollution Liability Insurance. Contractor shall provide and maintain,at Contractor's expense,Pollution Liability Insurance Coverage(which shall contain no exclusions for asbestos or other types of pollution liability)in an amount not less than$2,000,000 per occurrence. The Pollution Liability Insurance policy must be written on a standard form and endorsed to include the Indemnitees as additional insureds, contain cross-liability and severability of interest endorsements, and state that this insurance will be primary insurance as regards any other coverage the Indemnitees may have. 2. Other Requirements. (a) Evidence of the foregoing insurance coverage required to be maintained by Contractor,represented by Certificates of Insurance issued by the insurance carrier(s), must be furnished to the City. Certificates of Insurance shall specify the additional insured status mentioned above as well as the waivers of subrogation. Such Certificates of Insurance shall state that City will be notified m writing sixty(60)days prior to cancellation,material change, or non- renewal of insurance. Contractor shall provide to City a certified copy of any and all applicable insurance policies upon request of City. Timely renewal certificates will be provided to City as the coverage renews. (b) Insurance similar to that required of Contractor shall be provided by or On behalf of all Subcontractors to cover their operations performed under this Agreement. Contractor shall be held responsible for any modifications in these insurance requirements as they apply to Subcontractors. Contractor shall maintain Certificates of Insurance from all Subcontractors, enumerating, among other tbings,the waivers in favor of, and insured status of, the fndemnitees, as required herein, and make them available to City upon request. The term "Subcontractor(s)"as used throughout this Agreement shall include subcontractors of any tier. (C) CONTRACTOR HEREBY RELEASES,AND SHALL CAUSE ITS INSURERS,ITS SUBCONTRACTORS,AND THEIR INSURERS TO RELEASE Cts Y AND THE OTHEIRJADE x,F,S FROM ANY AND ALL CLAIMS OR CAUSES OF ACTION WHATSOEVER WHICH CONTRACTOR,ITS INSURERS,ITS SUBCONTRACTORS AND/OR THEIR INSURERS MIGHT OTHERWISE POSSESS RESULTING IN OR FROM OR IN ANY WAY CONNECTED WITH ANY LOSS COVERED OR WHICH SHOULD HAVE BEEN COVERED BY INSURANCE,INCLUDING THE DEDUCTIBLE PORTION THEREOF,MAINTAINED AND/OR REQUIRED TO BE MAINTARiED BY CONTRACTOR AND/OR ITS SUBCONTRACTORS PURSUANT TO THIS AGREEMENT, EVEN IF SUCH CLAIMS OR CAUSES OF AETION ARISE `ROM OR ARE ATTF'BUTED TO TM SOLE OR CONCURRENT NEGLIGENCE OF ANY INDEMNITEE OR FROM STRICT LIABILITY. Attachment"A" Page 3 of 3. 1 APPENDIX The following drawings are attached: P1.01 Heating Water Reservoir System P1.02 Natural and Digester Gas Fuel System P1.03 Potable and Service Water System P1.04 Hot Oil System P1.05 Instrument Air System P1.07 Turbine Intake and Exhaust System P1.08 Turbine Engine Unit Lube Oil System E7.01 One Line Diagram. `J G6 I at ! P 3g ` snpa 2 AN a " F _ ————ems' tag 4 Ix w wxm e I � X30 _eau __r'�� .L_•-��-<-- u r �� . E• 2P • S 11 x9 L= / 1 - - r f ts FS g FS3 vis RN LWld> 30, na w � N 3dW Alad' lajj o m Y3YV•Ihl{tlM.'--I ;e N� 5 1tMd - . a � I q} V�I ✓v� �I � � ! E p V. N3 } rl o a a MOId • • C II c� III _.M I . =a3 Y Lzlzrz��il �`19 i d :gl 11. 1121 r � s $a 2 Baa wwo r � # as IF' CL t:. -� ' � II � RL - ag S I G . YY � 3 �� '��������ii3dgdg$]]9w74 .� a� a 3 — r T T, Z ar------ 1�� 2 •Cd . 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