2013-14 Shelley's Environmental Systems
P. 0. Box 249, Zellwood, Florida 32798-0249
Orange County(407) 889-8042
Lake County(352) 383-5775
Fax (407) 889-4408
CONTRACT
HAULING AND TREATMENT
OF
DOMESTIC WASTEWATER RESIDUALS
This "CONTRACT" for Hauling, Treatment and Land Application of Domesfc astewater
�- als" (" ONTRACT") is made and entered into this / day of
I J� , 2013 by and between Shelley's Septic Tanks, Inc. d/b/a/ Shelley's
Environmental Systems, P.O. Box 249, Zellwood, Florida 32798-0249, hereinafter referred
to as "SES" and The City of Clermont, Water & Wastewater Treatment, 3335 Hancock
Road, Clermont, FL 34711, thereinafter referred to as the "GENERATOR".
WHEREAS, SES is the owner and operator of a Biosolids Treatment Facility (BTF), and
said BTF has been approved and is operating under Florida Department of Environmental
Protection ("FDEP") permits, and
Whereas, SES is responsible for maintenance and operations of an BTF in compliance with
40 CFR Part 503, Chapter 62-640, F A.C., FDEP Permit#FLA016177, and to the full extent
of all rules and regulations applicable by federal, state and local governing bodies, all of
which as may be amended from time to time, and
Whereas, as a condition precedent to obtaining a valid operating permit for the BTF, FDEP
requires SES to file Agricultural Use Plans whereby SES certifies that their 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. SES will be a hauler of the GENERATOR for the duration of the agreement.
2 The following SES FDEP permit (the "SES Permit"), as may be amended from time
to time, are incorporated herein and made a part hereof by reference:
• FLA 016177 (Shelley's RMF)
3 Nothing in this CONTRACT shall supersede or take precedence over the
obligations and responsibilities of each party to operate and maintain their facilities
in compliance with all applicable laws, rules and regulations.
4. The GENERATOR hereby covenants and agrees
A. To pay a fee designated in this CONTRACT for transport, treatment and/or
land application (the `Residuals Fee").
B. That residuals will meet all chemical criteria as stated in 40 CFR part 503,
62-640, F.A.C., and any other applicable rules and regulations of federal,
state or local governing bodies.
Shelley's Environmental Systems
P. O. Box 249, Zellwood, Florida 32798-0249
Orange County(407) 889-8042
_
Lake County(352) 383-5775
Fax (407) 889-4408
C. To make application (including payment of associated fees) to the FDEP for
any modifications to GENERATOR's permit, that may be required with the
initiation of this CONTRACT.
D. To the extent provided by law and without waiving any sovereign immunity it
may enjoy, to save and hold harmless SES from any actions and/or
penalties associated with the conditions and requirements of the
GENERATOR's permit or other federal, state and local rules and
regulations, except to the extent that such responsibilities are undertaken by
SES as specifically stated under this CONTRACT .
E. Provide SES with a certified manifest of the residuals being delivered.
F. Furthermore, the GENERATOR warrants that to the best of its knowledge
and without the obligation to investigate or test, the residuals delivered to
SES shall not contain, hazardous, toxic, industrial or radioactive waste or
prohibited substances except as permitted by applicable rules and regulation
of federal, state or local governing bodies.
5. SES hereby covenants and agrees:
A. To maintain, monitor and operate their residuals application sites in
accordance with 40 CFR Part 503, 62-640, F.A C. and afty other applicable
federal, state and local laws, permits or regulations.
B To maintain and operate their BTF in accordance with 40 CFR Part 503, 62-
640, F.A.C. and any other applicable federal, state and local laws, permits or
regulations
C. To accept all responsibility and save and hold harmless GENERATOR from
any actions and/or penalties for the improper
transportation, treatment and/or land application of the residuals as required
by 40 CFR Part 503, 62-640, F.A.C. and any other applicable federal, state
and local laws, permits or regulations, and for other actions of SES pursuant
to this contract. To include, but not be limited, to any damages of any kind
resulting from any claims, actions or threats thereof, related in any manner
to the use of GENERATOR's dump trailer by SES
D. To provide for the hauling of the residuals from the GENERATOR, and for
the transport to the residuals application site or to the BTF for acceptance,
treatment and application as may be required, all pursuant to applicable
federal, state and local laws, permits and/or regulations. This includes the
clean up of any spills or accidents as a result of the transporting of the
residuals SES shall save and hold harmless GENERATOR for all liability
arising under these activities.
E. To maintain a record of the total quantity of residuals 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
7. The quality of residuals' for land application under the SES Permits, are at a
minimum, Class B stabilized as defined in 40 CFR Part 503 and 62-640, F.A.C.
Shelley's Environmental Systems
P. O. Box 249, Zellwood, Florida 32798-0249
Orange County(407) 889-8042
Lake County(352) 383-5775
Fax (407) 889-4408
8. SES currently and will during the term of the CONTRACT have the availability of
capacity to handle the agreed upon amount of residuals transported as described
herein. -
9. The initial term of this CONTRACT shall be for three (3) years (INITIAL TERM), with
renewable one year increments. Upon the expiration date, and each subsequent
anniversary thereof, the CONTRACT will automatically renew for an additional one
year term unless either party gives written notice of cancellation by Certified Mail no
less than thirty (30) days prior to the expiration date of the then current term. This
Agreement may be terminated without cause by either party upon thirty (30) day
written notice.
10. In the event it should become necessary for either party to retain the services of an
attorney to enforce 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 proceedings shall be paid by the party
that does not prevail, or if comparative fault is found, then pursuant to the
determination of the court.
11. SES will invoice the GENERATOR daily for loads hauled. All accepted and
approved invoices shall be paid by GENERATOR within THIRTY (30) days of the
date of receipt of the invoice.
12. The Residuals Fee for dewatered biosolids to be hauled and treated at SES's
BTF and land applied at an approved DEP designated site will be charged at the
rate of$30.00 per cubic yard with a 25 cubic yard minimum.
13. Prices are subject to change upon the completion of the Initial Term of the
CONTRACT and each renewal term thereafter, upon approval in writing
14. 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, matenalmen or suppliers.
15. INSURANCE REQUIREMENTS
A. 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.
B. 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
Shelley's Environmental Systems
P. 0. Box 249, Zellwood, Florida 32798-0249
Orange County(407) 889-8042
Lake County(352) 383-5775
Fax (407) 889-4408
agreement The certificate of insurance shall list
GENERATOR as additional insured.
C. 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, 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
D. 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.
16. 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.
17. 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
Shelley's Environmental Systems
P. 0. Box 249, Zellwood, Florida 32798-0249
Orange County(407) 889-8042
Lake County(352) 383-5775
Fax (407) 889-4408
SES: Shelley's Environmental Services
Attn: David Shelley, President
PO Box 249
Zellwood, FL 32798
GENERATOR:
City of Clermont
Attn• City Manager
Post Office Box 120219
Clermont, FL 34712
18. 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, 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.
F. 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
Shelley's Environmental Systems
P. 0. Box 249, Zellwood, Florida 32798;0249
Orange County(407) 889-8042
Lake County(352) 383-5775
Fax (407) 889-4408
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.
A //I fl
S •Iley's Sept' ystems, n,, Date a ity of Clermont r e
d/•/a/Shelley's Environmental Systems By: Harold D. Turville, Jr
By J David Shelley, Jr. Its. Mayor
Its: President