Attachment_D-_Agreement_for_the_Treatment_and_Composting_of_Domestic_Wast.pdf

AGREEMENT

FOR THE TREATMENT AND COMPOSTING

OF DOMESTIC WASTEWATER RESIDUALS

This agreement for the treatment and composting of domestic wastewater residuals (the "Agreement") is made and entered into as of the date of last execution below (the "Effective Date"), by and between ORANGE COUNTY, FLORIDA (the "County"), a charter county and political subdivision of the State or Florida whose address is 201 S. Rosalind Avenue, Orlando, Florida 32801-3547, and ___________. (the “Contractor”), a Florida ____________ (corporation or limited liability company) , whose address is _____________________________________________. The County and the Contractor may also be referred to in this Agreement individually as a “Party” or collectively as the "Parties."

RECITALS

WHEREAS, the Contractor owns and operates a Residuals Management Facility ("RMF") in accordance with permit no. FLA________________ (the "Permit") issued by the Florida Department of Environmental Protection ("FDEP"); and

WHEREAS, the County owns and operates two water reclamation facilities that produce wastewater residuals which require treatment and disposal; and

WHEREAS, Contractor is responsible for maintenance and operation of an RMF in compliance with applicable federal and state laws and regulations; and

WHEREAS, the County has entered into an agreement with a third-party (the ''County's

Hauler") to haul, treat, and dispose of its domestic wastewater residuals; and

WHEREAS, the County's Hauler has identified the Contractor as one entity responsible for the treatment and/or disposal of the County's domestic wastewater residuals’; and

WHEREAS, Florida Administrative Code Rule 62-640.880(c) states, in part: ''The source facility and the Biosolids treatment facility shall enter into a written agreement addressing the quality and quantity of the Biosolids accepted by the Biosolids treatment facility;" and

WHEREAS, the County desires to enter into an agreement with Contractor for the purpose of satisfying Florida Administrative Code Rule 62-640.880, and for other lawful purposes.

Attachment D

NOW, THEREFORE, in consideration of the mutual terms, covenants and conditions to be complied with on the part of the respective Parties, it is agreed as follows:

SECTION I. RECITALS INCORPORTED

Each of the forgoing recitals forms a material part of this Agreement.

SECTION 2. TERM OF THE AGREEMENT; TERMINATION

The term of this Agreement shall commence on the Effective Date and shall continue for a period of one year from the Effective Date, and shall automatically be extended for successive one year terms unless either Party provides written notice to the other Party of its intent to terminate this Agreement at least one thirty days prior to the expiration of the initial term or any successive term. The Parties reserve the right to terminate this contract for convenience upon giving ninety calendar days written notice to the other Party of the intent to terminate and providing the effective date of termination.

SECTION 3. SOURCE FACILITIES; REMOVAL OF DOMESTIC WASTEWATER

RESIDUALS

a) The source facilities for the domestic wastewater residuals are identified as follows:

Eastern Water Reclamation Facility 1621 S. Alafaya Trail, Orlando, Florida 32828, and

Northwest Water Reclamation Facility 701 W. McCormick Rd., Apopka, Florida 32703

b) The County has entered into an agreement with ___________________ to remove the domestic wastewater residuals from the source facilities and transport the residuals to the Contractor or other permitted treatment and/or disposal facility.

c) The Parties agree that once the domestic wastewater residuals are removed from the source facility by _____________________ all right, title, ownership, and responsibility for the domestic wastewater residuals shall pass to the hauler contractor, _______________ and the County shall have no liability or responsibility for the domestic wastewater residuals once the residuals leave the source facility.

SECTION 4. PAYMENT FOR SERVICES

a) The Parties agree that the County's contract hauler, _______________ shall be responsible to the Contractor for the cost of treatment and disposal of the domestic wastewater residuals received from the source facilities.

b) The Contractor shall invoice _______________ for all treatment and disposal costs associated with the disposal of the County's domestic wastewater residuals.

SECTION 5. THF: COUNTY'S DUTIES, OBLIGATIONS AND RESPONSIBILITIES

The County covenants and agrees that:

a) It will operate the source facilities in accordance with all applicable federal and state laws relating to the operation of wastewater treatment facilities and the production or domestic wastewater residuals.

b) It will provide the Contractor with a certified manifest of the domestic wastewater residuals removed by the County's Hauler to be delivered to the Contractor.

c) It does not warrant or guarantee the volume or quality of domestic wastewater residuals removed by the County's Hauler.

SECTION 6. THE CONTRACTOR’S DUTIES, OBLIGATIONS AND RESPONSIBILITIES

The Contractor covenants and agrees that:

a) The Contractor will maintain and operate its RMF in accordance with 40 CFR Part 503, and Chapter 64-640, Florida Administrative Code, and any other federal, state and local laws, regulations, permits and authorizations.

b) For the duration of this Agreement, the Contractor will maintain FDEP Permit No.

FLA____________________, which is incorporated herein by reference, and will notify the County of any applications to modify Permit No.

FLA__________________, as well as any permit modifications issued by FDEP.

c) The Contractor warrants that it has a total capacity of ______cubic yards per week available for domestic wastewater residual treatment.

d) The Contractor will accept all responsibility and save and hold harmless the County from any actions and/or penalties for the treatment, management, use, land application and disposal of' the domestic wastewater residuals after the domestic wastewater residuals have been delivered to the RMF.

e) The Contractor will maintain a record of the total quantity of residuals and file with FDEP a summary as required by the licensing permit issued to the Contractor.

I) Within 30 days or the Effective Date of this Agreement, the Contractor will provide to the County a copy of the Facility Management Plan, as required by FDEP under Chapter 62-640, Florida Administrative Code.

g) Within 30 days of the Effective Date of this Agreement, the Contractor will provide to the County a copy of all federal and state permits and authorizations required to operate the RMF.

h) The Contractor will provide the County copies of any Notices of Violation of any federal or state laws, regulations, permits, or authorizations within ten business days of the Contractor's receipt thereof.

SECTION 7. NOTICES

All notices required or authorized under this Agreement shall be given in writing and will be deemed to have been given when personally delivered or mailed by first class mail, return receipt requested, or when receipt is acknowledged if sent by facsimile or other electronic transmission device. Notices to the Parties will, unless another address is specified in writing, be sent to the addresses indicated below:

THE CONTRACTOR:

(President) (Company Name) (Address)

(Fax No.)

COUNTY:

Director of Orange County Utilities 9150 Curry Ford Road Orlando, Florida 32825

Fax No. 407-254-9899

SECTION 8. INSPECTION

The County shall have the right, upon written or oral notice to the Contractor and when reasonably necessary, to enter upon the RMF to review and inspect the Contractor's operating practices and equipment as related to this Agreement.

SECTION 9. DISCLAIMER OF THIRD PARTY BENEFICIARIES

This Agreement is solely for the benefit of the formal Parties hereto, and no right or cause of action shall accrue upon or by reason hereof, to or for the benefit of any third party not a formal party hereto.

SECTION 10. SEVERABILITY

If any court finds any part of this Agreement invalid or unenforceable, such invalidity or shall not affect the other parts of this Agreement if the rights, and obligations of the Parties contained therein are not materially prejudiced and if the intentions of the Parties continue to be effectuated.

SECTION 11. ASSIGNMENT

No party may assign any of its rights under this Agreement.

SECTION 12. NON-WAIVER

The failure of either Party to insist upon the other Party's compliance with its obligations under this Agreement in any one or more instances shall not operate to release the other Party from its duties to comply with such obligations all other instances.

SECTION 13. INDEMNIFICATION

The Contractor will indemnify and hold harmless the County from any and all claims, actions, and judgments, including all costs of defense and attorney's fees in defending against same and regarding property damage or bodily harm, arising from and related to the Contractor's receipt, treatment, management, use, application, and/or disposal of the domestic wastewater residuals.

SECTION 14. APPLICABLE LAW

This Agreement and the provisions contained herein shall be construed, governed by, and interpreted according to the laws of the State of Florida. Any litigation arising out of this Agreement shall be heard in the state courts located and lying within Orange County, Florida.

SECTION 15. ENTIRE AGREEMENT

This Agreement and the Exhibits attached hereto constitute the entire Agreement and understanding between the Parties and shall supersede and replace any and all prior or contemporaneous representations, negotiations, statements, understandings, or agreements between the Parties, whether verbal or written, relating to the matters set forth herein. The Parties hereto fully understand the terms and conditions of this Agreement, have entered into this Agreement voluntarily, and have received or had the opportunity to receive independent advice and legal counsel.

SECTION 16. MOIDIFICATION

Any and all modifications to the provisions herein shall be by mutual agreement of the

Parties, in writing, and executed by the Parties thereto.

SECTION 17. ATTORNEYS FEES.

Should any Party employ an attorney or attorneys to enforce any of the provisions of this Agreement, or to protect its interest in any matter arising under this Agreement, or to recover damages for the breach of this Agreement, the Parties agree that each Party shall be responsible for its own costs including attorney fees, expert witness fees, court costs, fees and costs on appeal, and the cost of paraprofessionals working under supervision of an attorney, expended or incurred in connection therewith, whether resolved by out-of-court settlement, mediation, trial or appellate proceedings. This provision does not constitute a waiver of the sovereign immunity of the County or extend the County’s liability beyond the limits established in Section

768.28 Florida Statutes.

SECTION 18. WAIVER OF .JURY TRIAL.

EACH PARTY HERETO KNOWINGLY, VOLUNTARILY, AND

INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY

JURY WITH RESPECT TO ANY LITIGATION (INCLUDING, BUT NOT

LIMITED TO, ANY CLAIMS, CROSS CLAIMS, COUNTER-CLAIMS, OR

THIRD PARTY CLAIMS) ARISING OUT OF, UNDER, OR IN CONNECTION

WITH THIS AGREEMENT OR BETWEEN THE PARTIES TO THIS

AGREEMENT, THEIR AFFILIATES, SUBSIDIARIES, SUCCESSORS, OR

ASSIGNS, THE PARTIES HERETO EXPRESSLY CONSENT TO A NON-JURY

TRIAL IN THE EVENT OF ANY OF THE FOREGOING.

IN WITNESS WHEREOF, the Parties hereto have caused these presents to be executed as of the dates indicated below.

ORANGE COUNTY, FLORIDA

By:

Date:

Carrie Mathes, MPA, CPPO, CFCM, C.P.M., CPPB, APP

Manager, Procurement Division

REMAINING SIGNATURES ON FOLLOWING PAGES

Company:

By: ____

Print Name: _____

Title:

Date: _

Witnesses (2)

Print Name:_________________

Print Name:_________________

STATE OF FLORIDA}

COUNTY OF ORANGE}

The forgoing instrument was acknowledged before me this _____ day of ________________, 2014, by _______________________ of ___________________________________ (Company

Name/Type), on behalf of the company. He/she is personally know to me or produced

_____________________________ as identification.

WITNESS my hand and official seal this ___________________________________

Print Name: __

My Commission Expires: ____________