2010-15 SHE! FN WWRO M ENTAL SYS Jl FMS
P. O. Box 249. • Zellwood, Florida 32798 -0249
(407) 889-8042 • Fax (407) 889-4408
Lake County Residents call (352) 383 -5775
CONTRACT
HAULING, TREATMENT AND DISPOSAL
OF
DOMESTIC WASTE WATER RESIDUALS
This contract, by and between Shelley's Environmental Systems,
hereinafter referred to as the SES and The City of Clermont, hereinafter
referred to as the "GENERATOR ".
SES is the owner and operator of a Residuals Management Facility (RMF),
and whereas, said facility has been approved and is operating under a
Florida Department of Environmental Protection (FDEP) permit, and
Whereas, the GENERATOR owns and operates a wastewater treatment
facility, located at 3335 Hancock Road, Clermont, FL 34711 and has a need
to dispose of biosolids generated by the GENERATOR, and
Whereas, SES is responsible for the maintaining and operation of the RMF
in compliance with Chapter 62 -640, F.A.C. and compliance to the full extent
of all Rules and Regulations applicable by Federal, State and local
governing bodies, and
Whereas, as a condition precedent to the obtaining a valid operating permit
for the RFM, FDEP requires SES to file an Agricultural Use Plan whereby
SES certifies that his residuals shall be applied only on sites for which an
Agricultural Use Plan has been approved by the FDEP.
Now therefore, and in consideration of the mutual terms, covenants and
conditions to be complied with on the part of the respective parties hereto,
it is agreed as follows:
1. Nothing in this Contract shall supersede or take precedence over the
obligations and responsibilities of each party to operate and
maintain his individual plant in compliance with the rules of the State
of Florida.
2. The GENERATOR hereby covenants and agrees:
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SHE! I ,.NY'S ENWWRO \M H \TA I , SY [EMS
P. O. Box 249. • Zellwood, Florida 32798 -0249
(407) 889 -8042 • Fax (407) 889 -4408
Lake County Residents call (352) 383 -5775
A. To pay a fee designated in this contract for transport,
treatment and disposal.
B. To produce residuals that meet the chemical criteria as stated
in Chapter 62 -640 and any and all Federal and State
Requirements.
C. The GENERATOR warrants that the residuals hauled by SES
shall not contain any hazardous, toxic or radioactive waste or
substances as defined by applicable Federal, State and Local
laws or restrictions.
3. SES hereby agrees to accept all responsibility :
A. To maintain, monitor and operate the RMF and residuals
application sites in compliance with Chapter 62 -640, F.A.C.
B. To accept all responsibility for the proper measurement,
stabilization and land application and for the proper
application of the residuals as required by Chapter 62 -640,
F.A.C.
C. To provide for the hauling of the residuals from the
GENERATOR, and for the delivery to the RMF for acceptance,
treatment and disposal.
D. To maintain a record of the total quantity of residual land
applied, to file with the FDEP a summary as required by the
licensing permit issued to SES and to provide the necessary
Agricultural Use Plan as required by FDEP under Chapter 62-
640, F.A.C.
4. Payment shall be made upon completion of the job unless prior credit
arrangements have been made with SES.
5. The term of this contract shall be for one (1) year upon date of
execution. The contract may be renewed annually thereafter as
negotiated and agreed by both parties.
6. Either party may terminate this contract by giving written notice of
cancellation through Certified Mail within 30 days prior to the end of
such term or any extended term.
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SHEJL! ,FY 'S 11 N V IRO NM , S JL S 1 CMS
P. O. Box 249. • Zellwood, Florida 32798 -0249
(407) 889-8042 • Fax (407) 889-4408
Lake County Residents call (352) 383 -5775
7. In the event it should become necessary for either party to retain the
services of any attorney to inforce any provision of this contract, both
parties agree that the cost of any legal proceedings and reasonable
attorney's fees, including any attorney fees and costs incurred as a
result of any appellate proceedings shall be paid by the party that does
not prevail.
8. The price per 25 cubic yard Toad from GENERATOR shall be $30.00 per
yard or $750.00 per haul.
9. The effective date of the contract shall be March 9, 2010 and shall run
through March 8, 2011.
In Witness , b ereto, the parties have executed this agreement this fv day
of /Pl, , 2010.
For Shelle ' Environme t I Systems
Y Y
J. David Shelley, Jr. President
Title
SHELLEY'S RMF /PERMIT NUMBER: FLA016177
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ADDENDUM TO GENERATOR OF CLERMONT AND
SHELLY'S ENVIRONMENTAL SERVICES, INC. AGREEMENT
This Addendum is to that certain agreement executed contemporaneously herewith
regarding hauling, treatment and disposal of waste water residuals (the Agreement) between the
GENERATOR OF CLERMONT, FLORIDA, hereinafter referred to as "GENERATOR" and
SHELLY'S ENVIRONMENTAL SERVICES, INC., hereinafter referred to as "SES ". The parties,
in exchange for the mutual covenants contained herein and in the Agreement, agree as follows:
1. This addendum expressly modifies the Agreement and in the event of a conflict, the
terms and conditions of this Addendum shall prevail.
2. The Terms of the Agreement are hereby amended to provide as follows:
A. INDEMNIFICATION. SES agrees to hold harmless and indemnify,
including attorney fees, GENERATOR, its officers, employees and agents against any and all
claims, losses, damages or lawsuits for damages, arising from or related to in any manner the
acts, errors or omissions of SES and /or any of its the agents, employees, subcontractors, lessees,
materialmen or suppliers.
B. INSURANCE REQUIREMENTS
1) SES and all of its subcontractors of any tier shall be required at
their sole cost and expense to maintain in effect at all times during the performance of the work,
insurance coverage with limits not less than those set forth below with insurers and under forms
of policies satisfactory to the GENERATOR.
2) SES shall furnish to GENERATOR such certificates of insurance
or endorsements required by the provisions set forth herein. It shall be the responsibility of SES
to maintain adequate insurance coverage and to assure that any of its subcontractors are
adequately insured at all times. A verification form of such insurance policy shall be filed with
GENERATOR within then (10) days of the execution of the agreement. The certificate of
insurance shall list GENERATOR as additional insured.
3) Comprehensive General Liability /Automobile Property Damage
Liability /Property Damage Liability (other then automobile). This insurance shall be an
occurrence type policy written in comprehensive form and shall protect SES and any
subcontractors and the additional insured against any and all claims arising from bodily injury,
sickness, disease or death of any person other than the SES's employees or damage to property
of GENERATOR or others arising directly or indirectly from or out of the act of omission of
SES or his subcontractors or their agents, employees or subcontractors. This policy shall also
include protection against claims insured by usual personal injury liability coverage, a
(protective liability) endorsement to ensure the contractual liability assumed by SES and its
subcontractors under the above section entitled indemnification and completed operations,
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products liability, contractual liability, broad form property coverage, and independent
contractors (to remain in force for two years after final payment). The amounts of the insurance,
at a minimum, shall be as follows:
a) Bodily Injury Liability $1,000,000
b) Automobile Property
Damage Liability $1,000,000
c) Property Damage Liability
(other than automobile) $1,000,000
4) Insurance Coverage Not Limitation of Liability. The maintenance
of insurance coverage as provided herein shall not be construed to limit nor have the effect of
limiting SES's liability to GENERATOR under the provision of any clause or paragraph
contained in the agreement or this addendum.
C. INDEPENDENT CONTRACTOR. It is agreed by the parties that at all
times and for all purposes within the scope of this agreement, the relationship of SES and
GENERATOR is that of an independent contractor.
D. NOTICES. All notices shall be in writing and sent by United States mail,
certified or registered, with return receipt requested and postage prepaid, or by nationally
recognized overnight courier service to the address of the party set forth below. Any such notice
shall be deemed given when received by the party to whom it is intended.
SES: i3 /lc fz d'•`r1
ar - 4 ; x 2 4 (9
I /a/ooh
GENERATOR:
City of St. Clermont
Attn: City Manager
Post Office Box 120219
Clermont, FL 34712
E. GENERAL PROVISIONS.
a) Waiver. The waiver by GENERATOR of breach of any provision
of this agreement shall not be construed or operate as a waiver of any subsequent breach of such
provision or of such provision itself and shall in no way affect the enforcement of any other
provisions of this agreement.
b) Severability. If any provision of this agreement or the application
thereof to any person or circumstance is to any extent invalid or unenforceable, such provision,
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or part thereof, shall be deleted or modified in such a manner as to make the agreement valid and
enforceable under applicable law, the remainder of this agreement and the application of such a
provision to other persons or circumstances shall be unaffected, and this agreement shall be valid
and enforceable to the fullest extent permitted by applicable law.
c) Amendment. Except for as otherwise provided herein, this
agreement may not be modified or amended except by an agreement in writing signed by both
parties.
d) Entire Agreement. This agreement including the documents
incorporated by reference contains the entire understanding of the parties hereto and supersedes
all prior and contemporaneous agreements between the parties with respect to the performance of
services by SES.
e) Assignment. This agreement is personal to the parties hereto and
may not be assigned by SES, in whole or in part., without the prior written consent of
GENERATOR.
0 Venue. The parties agree that the sole and exclusive venue for any
cause of action arising out of this agreement shall be Lake County, Florida.
g) Applicable Law. This agreement and any amendments hereto are
executed and delivered in the State of Florida and shall be governed, interpreted, construed and
enforced in accordance with the laws of the State of Florida.
h) Records. SES expressly understands and acknowledges that any
and all documents related to the services provided herein, may be considered records that are
subject to examination and production in accordance with Florida's Public Records Law. SES
expressly agrees that it will comply with all requirements related to said law and that it will hold
GENERATOR harmless for any such disclosure related to Florida's Public Records Law.
4. All other terms and conditions set forth in the Agreement shall remain in full force
and effect and unchanged as agreed to by the parties.
IN WITNESS WHEREOF, the parties hereto have made and executed this Addendum for
the purposes herein expressed on the dates set forth below.
CITY OF _ ' ONT SHELLY'S ENVIRONMENTAL SYSTEMS, INC.
'te C
BY / /-
Mayor Harold Tyrville, Jr. J. Da id Shelley, Jr. Pre ident
Date: • :i Date: S /G- /a
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