HomeMy WebLinkAboutMaxwest-Sanford, LLC Biosolids Disposal Agreement- 2012 03 26 $IOSOLIDS DISPOSAL AGREEMENT
THIS BIOSOLIDS DISPOSAL AGREEMENT (the "Disposal Agreement") is made and entered into
on this 4_ of March, 2012 by MAXWEST- SANFORD, LLC, a Florida limited liability company, whose
address is 3 O Clem efoi■ S'ct arA, fl- (herein "Seller "), and the CITY OF WINTER
SPRINGS, a Florida municipal corporation whose address is 1126 E. State Road 434, Winter Springs,
Florida 32708 (Mein "Buyer ").
RECITALS
WHEREAS, Seller owns and operates a gasification system at the Sanford South Water Resources
Center in Sanford, Florida; and
WHEREAS, Seller has a contract with the City of Sanford (the "Energy Agreement ") to gasify the City's
biosolids and supply energy to operate the integrated drying system; and
WHEREAS, in accordance with the Energy Agreement, Seller can enter into agreements with private or
public entities to accept and process additional fuel sources in the gasification system; and
WHEREAS, Buyer, as a public entity that produces biosolids from wastewater treatment activities,
desires to enter into a contract with Seller for the disposal of said biosolids.
NOW THEREFORE, in consideration of the mutual covenants herein contained and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties above
named hereby agree as follows:
1.0 Bali& The foregoing recitals are incorporated herein by reference as though fully set forth below.
2.0 figligagnignethlki, The Seller agrees to undertake the following obligations pursuant to this
Disposal Agreement.
2.1 Seller will provide Buyer disposal services for biosolids delivered to the Seller's gasification
facility located at the City of Sanford South Water Resources Center. Seller will provide a
conveyance and storage system to accept biosolids transported by Buyer. Seller shall be
solely and absolutely responsible and assume all liability for the safety and supervision of its
principals, employees, and contractors while performing the disposal services provided
hereunder Seller shall also comply with all requirements of federal, state, and local laws,
rules, regulations, standards, and/or ordinances applicable to the performance of services
under this Agreement.
2.2 Seller will treat and dispose of approximately 65,800 gallons per week of biosolids delivered
by Buyer.
2.3 Seller shall periodically sample the biosolids for compliance with the chemical characteristics
as shown in the Specifications Table attached hereto as Exhibit A and shall have the right to
reject any loads which do not generally comply with the characteristics outlined in Exhibit A.
Biosolids in excess of 3% dry solids will not be accepted.
2.4
2.4.1 SELLER does hereby agree to provide transportation services to BUYER and BUYER
does hereby agree to hire from SELLER the following described transportation service:
1. Transportation services for 100% of biosolids generated at BUYER'S
facilities.
2. Adjustments to this contract must be based on the Consumer Price Index for all
Urban Consumers, all goods (12 month seasonally adjusted CPI from the
anniversary date of this contract); however, the fee would not be reduced in the
event of a negative CPI and not exceed 3% in any year. In the event the CPI
exceeds 3% in any year, the percentage amount over 3% shall be carried
forward to be applied in subsequent years with a less than 3% CPI. For carried
forward percentages, any subsequent year negative CPI shall be applied before
the addition of the carried forward percentage.
3. Specific significant changes may be considered for fuel cost increases or
decreases greater than 20'/.; based on the Consumer Price Index for all Urban
Consumers, Fuel.
4. Increase /decrease mileage to disposal sites may be considered if the changes are
a result of the BUYER changing/adding /deleting site locations.
5. Increase /decrease mileage may be considered due to regulatory rule changes
that may significantly affect the disposal of residuals.
6. Other potential causes for adjustment may be brought up for negotiation with
BUYER.
2.4.2 Fees for the above services will be based on the actual total number of gallons
transported.
2.4.3 In the event that transportation cannot occur due to a SELLER equipment failure,
SELLER will mobilize additional resources to correct the situation within twenty four
hours from notification. Biosolids shall not be land applied. If SELLER is not able to
perform disposable of the BUYER'S biosolids, SELLER will agree to reimburse BUYER
for incremental costs above the agreed upon rates in this contract until SELLER can
resume operations in fulfillment of this agreement.
3.0 payer Resowrsibilities. The Buyer agrees to undertake the following obligations pursuant to this
disposal agreement.
3.1 Buyer shall provide approximately 65,800 gallons per week of biosolids produced by Buyer's
facilities. The biosolids shall be delivered in approximately ( +/- 20'/.) equal volumes a
minimum of two days per week during normal work hours, excluding national holidays.
3.2 Buyer shall test a representative sample on a monthly basis for compliance with the chemical
composition outlined in Exhibit A. Buyer warrants and represents that it will only deliver
materials substantially in compliance with the chemical composition as outlined in Exhibit A.
3.3 Buyer shall pay Seller a rate of $0.0800/gallon, for biosolids delivered for processing which
includes the price for transportation of biosolids. This rate shall be adjusted annually based on
section 2.4.1.2 of this contract.
The flow volume delivered shall be metered by utilizing the Buyer's flow meters which will be
calibrated annually. A Seller representative and a Buyer representative shall each retain a copy of
the receipt indicating volume delivered. Services shall be invoiced on a monthly basis based on
the volume of Biosolids delivered. Buyer agrees to pay Seller all amounts due within 30 days of
invoice date. A late fee of a half percent per month will be charged on late payments and a
collection fee of 5% will be charged on all payments that are not contested and made within sixty
(60) days of the due date.
4.0 jlection by Seiler. Seller will endeavor to accept biosolids delivery at all times as outlined in this
Agreement. Seller and Buyer will coordinate schedules in the event Seller's facility is not in service
to utilize storage at both Sellers and Buyers Facilities. Seller may reject biosolids if the material does
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not meet the criteria described in Exhibit A and/or if acceptance of the biosolids by Seller will cause a
violation of any permit required to perform the services under this Agreement.
5.0 Mf. Title to biosolids passes to Seller immediately upon Seller's acceptance of Buyer's delivery at
Buyer's Facility prior to shipping the biosolids to Seller's facilities. When title passes, Seller shall be
solely responsible for the biolsolids including, but not limited to, removing and transporting the
biosolids from Buyer's facilities and processing the biosolids as required by this Agreement.
6.0 Minimum Invoice Amount. It is understood by both parties to this Agreement that Seller shall incur
significant capital, operations, and maintenance expenses to make disposal capacity in Seller's
gasification system available to Buyer, regardless of whether Buyer actually supplies the minimum
level of biosolids to Seller pursuant to this Disposal Agreement. It is therefore agreed that the
minimum monthly invoice to Buyer shall be 517,108 if the volume of Biosolids delivered to Seller is
less than 75% of the estimated volume of gallons per week.
7.0. The term of this agreement shall be five (5) years from the date of the execution by both
parties to this Agreement. The parties may extend this Agreement in five (5) year renewal increments
by mutual written agreement of the parties.
8.0 Termination. Either party may terminate this Agreement if the other party is in material violation of
any term or conditions set forth in this Agreement by providing the other party with thirty (30) days
written notice of termination. Said notice shall state with specificity the reason for the tennination
notice and shall provide the other party with at least thirty (30) days in which to cure the material
violation to the reasonable satisfaction of the other party.
9.0 Venue. Annlicabk Law. and Severability. This Agreement shall be deemed to be a contract made
under the laws of the State of Florida, and shall for all purposes be construed and enforced in
accordance with the laws of the State of Florida. In the event that either party deems it necessary to
institute legal action arising from this Disposal Agreement, such action shall be instituted in Seminole
County, Florida. If any provision shall be held invalid or unenforceable, the validity and
enforceability of the remaining provisions shall not be impaired.
10.0 Force Maieure. In the event any party hereunder fails to satisfy a requirement imposed by this
Agreement in a timely manner, due to a hurricane, flood, tornado, or other Act of God or force
majeure, then said party shall not be in default hereunder; provided, however, that performance shall
recommence in a reasonable time there-after.
11.0 jgiyrancl
11.1 Ligbilitv Amounts. During the term of this Agreement, Seller shall be responsible for
providing the types of insurance and limits of liability as set forth below.
11.1.1 The Seller shall maintain commercial general liability insurance in the minimum
amount of 51, 000,000 for each occurrence to protect the Seller from claims of
property damages and bodily injury which may arise from any Services
performed under this Agreement whether such Services are performed by the
Seller or by anyone directly employed by or contracting with the Seller.
11.1.2 The Seller shall maintain commercial automobile liability insurance in the
amount of 51,000,000 combined single limit bodily injury to protect the Seller
from claims for damages for bodily injury, including wrongful death, as well as
from claims from property damage, which may arise from the use of non -owned
automobiles, including rented automobiles whether such operation be by the
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Seller or by anyone directly employed by the Seller.
11.1.3 The Seller shall maintain, during the life if this Agreement, adequate Workers'
Compensation Insurance and Employers' Liability Insurance in at least such
amounts as $1,000,000 for all of its employees performing Work for the Buyer
pursuant to this Agreement or as otherwise provide by law.
11.2 Special Requirements. Current, valid insurance policies meeting the requirements herein
identified shall be maintained during the term of this Agreement. Renewal certificates shall
be sent to the Buyer promptly upon renewal. There shall be prompt notification to the Buyer
by the seller in the event of cancellation or modification of any stipulated insurance coverage.
The Buyer shall be an additional insured on stipulated insurance policies included in article
11.1.1 and 11.1.2 herein, as its interest may appear, from time to time.
11.3 The insurance required by this Agreement shall include the liability and coverage
provided herein, or as required by law, whichever requirements afford greater coverage. All
such insurance shall remain in effect until final payment. 30 day notice of cancellation or
non- renewal will be given by the Seller to the Buyer. In the event that the Seller shall fail to
comply with the foregoing requirement, the Buyer is authorized, but in no event shall be
obligated, to purchase such insurance, and the Buyer may bill the Seller. The Seller shall
immediately forward funds to the Buyer in full payment for said insurance. It is expressly
agreed that neither the provision of the insurance referred to in this Agreement nor the
Seller's acceptance of the terms, conditions or amounts of any insurance policy shall be
deemed a warranty or representation as to adequacy of such coverage. All insurance coverage
shall be with insurer(s) rated as "A" by Best's Rating Guide (or equivalent rating and rating
service as reasonably determined by the Seller) and authorized by the State of Florida to
engage in the business of writing of insurance. Unless agreed to by the Seller to the contrary,
the Seller shall be named on the insurance policies included in article 11.1.1 and 11.1.2 as
"additional insured.. The Seller shall cause its insurance broker prior to the effective date of
this Agreement to furnish insurance certificates specifying the types and amounts of coverage
in effect pursuant hereto, the expiration dates of such policies. If the Buyer has any objection
to the coverage afforded by or other provision of the insurance required to be purchased and
maintained by the Seller in accordance with this paragraph on the basis of its not complying
with the Agreement, the Buyer shall notify the Seller in writing thereof within thirty (30)
days of the date of delivery of such certificates to the Buyer. For all Work performed
pursuant to this Agreement, the Seller shall continuously maintain such insurance in the
amounts, type, and quality as required by the Agreement.
11.4 Independent Contractors and Consultants. All independent contractors and
consultants employed by Seller to perform any Services hereunder shall fully comply with
the insurance provisions contained in this paragraph.
12.0 Indemnification. Seller shall indemnify and hold harmless the Buyer, and its officers (including
its City Attorneys) and employees, from liabilities, damages, and costs, including, but not limited to,
reasonable attorney's fees, to the extent caused by either the Seller's breach of any material
provisions of this Agreement and/or the negligence, recklessness, or intentionally wrongful conduct
of the Seller and other persons employed by the Seller in the performance of the services required by
this Agreement. This indemnification shall survive the termination of this Agreement until such time
as all claims arising under this Agreement have been fully resolved and the statute of limitations for
bringing any claim hereunder has expired.
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13.0 Assignment. Seller shall not assign or subcontract this Agreement or any rights or any monies
due or to become due hereunder without the prior, written consent of Buyer.
14.0 Sovereign Immunity. Notwithstanding any other provision set forth in this Agreement, nothing
contained in this Agreement shall be construed as a waiver of the Buyer's right to sovereign
immunity under section 768.28, Florida Statutes, or other limitations imposed on the Buyer's
potential liability under state or federal law. Said limitations of liability shall be deemed incorporated
herein by this reference.
IN WITNESS WHEREOF, the parties hereto have executed this document the day and year first above
written.
MaxWest- Sanford, LLC City of Winter Springs
•
By: / / J� / Zi By _
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/l` L /1,, �J,/� 7 y 1 y /
Printed Name Printed Name ” -
Title: d Pa Title: �� � it ' .
Date: 3 )3 Q 1 2 0/0' Date: `Y ('{ / l 2 -- . �.
Mailing Address:
1126 East State Road 434. Winter Springs. FL 32708
Phone No: 407- 327 -1800
Fax No: 407- 327 -6588
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