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1990-06 . 8 AGREEMENT FOR qO'och SLUDGE DISPOSAL THIS AGREEMENT, made this 23rd day of January, 1990, by and between the City of Clermont, a municipal corporation existing under the laws of the State of Florida, hereinafter referred to as the "City" and John Arnold Enterprises, hereinafter referred to as the "Contractor" in mutual consideration of the covenants herein contained agree as follows: WIT N E SSE T H: TERMS AND CONDITIONS A. Prices specified herein will remain firm for the period of Agreement. No additional prices for services provided under this Agreement will be considered at any point during the year. The City may terminate this Agreement at its convenicence with advance written notice to the Contractor or upon breach of any condition contained herein. In addition, a cancellation may be made at the City's discretion upon the issuance of a notice or order of any governmental body, agency or court of competent jurisdiction relating in any way to the subject matter of this Agreement. case The Contractor may terminate this Agreement with thirty (30) days prior written notice having been given to the City, and only for good cause shown. Invoices for any payments due and owing shall be submitted to the City by Contractor at the rate on one per month, and shall be paid by the City within thirty (30) days of receipt of invoice. Invoice payment amounts shall be based upon the total number of cubic yards delivered by the City to Contractor for distribution. The number of cubic yards shall be determined by trip tickets as kept by the City (in original form) and distributed (in copy form) to Contractor for the trailer loads of sludge delivered during any thirty (30) day period; provided, however, that the City's record of the number of loads delivered shall govern any dispute that may arise in the calculations of monthly invoice and payment amounts. All invoices shall be forwarded to the Director of Finance, City of Clermont, P. O. Box 120219, Clermont, Florida, 34712. Terms of payment will be net thirty (30) days. The period of this Agreement shall be for twelve (12) months, beginning on February 1, 1990 and ending on January 31. 1991 This Agreement may, by mutual assent of the parties, be extended for two (2) additional twelve (12) month periods or portions thereof, up to a cumulative total of thirty-six (36) months. The Contractor hereby agrees to indemnify and save harmless the City, its officers, agents, and employees, 1. B. C. D. E. F. 'II1II G. 8 8 H. from and against any and all liability, claims, demands, damages, fines, fees, expenses, penalties, suits, proceedings, actions and costs of actions, including attorney's fees for trial and on appeal, of any kind and nature arising or growing out of or in any way connected with the performance of this Agreement whether by act or omission of the Contractor, its agents, servants, employees or others, or because of or due to the mere existence of this Agreement between the parties. The Contractor, at his own expense, shall keep in force and at all times maintain during the term of this Agreement, insurance issued by responsible insurance companies and in a form and from a company acceptable to the City, protecting and insuring the City, with coverage limits of no less than Five Hundred Thousand Dollars ($500,000.00) for bodily injury to or death to one or more than one person; and not less than One Hundred Thousand Dollars ($100,000.00) for property damage, per occurrence. Automobile liability coverage shall be in the minimum amount of One Hundred Thousand Dollars ($100,000.00); and property damage coverage of Fifty Thousand Dollars-T$50,000.00) per occurrence. Full and complete Worker's Compensation Coverage as required by State of Florida law, and shall be provided. The Contractor shall provide the City with Certificate(s) of Insurance on all policies of insurance and renewals thereof in a form(s) acceptable to the City. Said policies shall provide that the City be an additionally insured and be notified in writing of any cancellation of said policy or policies at least thirty (30) days prior to the effective date of said cancellation. All insurance companies who authorized to Florida. Although the City represents the nature of the sludge to be aerobic, waste activated, Grade II (two), the City cannot guarantee or give warranty as to the chemical composition of this material. The City does not warrant or represent that the sludge produced can or should be used in any particular manner or for any particular purpose. The Contractor shall retain and maintain all records and documents relating to this Agreement and shall make them available at all reasonable times for inspection and audit by the City, during the term of this Agreement and for a period of three (3) years after the expiration of this Agreement. The Contractor's accounting records and all supportive documentation shall be maintained in such a manner as to provide for a separation between direct and indirect costs. The parties agree that time is of the essence in the completion of the Services called for under this Agree- policies shall be issued by responsible are acceptable to the City and licensed and do business under the laws of the State of 1. J. K. -2- mente The Contractor agrees that all Services shall be prosecuted regularly, diligently, and uninterrupted at such a rate of progress as will ensure full completion thereof within the time specified. The Contractor shall take all necessary precautions for the safety of the City's and Contractor's emplyees on the disposal site. The Contractor by executing this Agreement, acknowledges full understanding of the extent and character of the Services required and the conditions surrounding the performance thereof. The City will not be responsible for any alleged misunderstanding of conditions surrounding the performance thereof. It is understood that the execution of this Agreement by the Contractor serves as his stated commitment to fulfill all the conditions referred to in this Agreement. II. SCOPE A. The Contractor shall provide the necessary site(s) for the proper disposal of all dewatered sludge produced at the City. The City shall utilize its own equipment for the delivery of sludge to the specified site(s). The Contractor shall be responsible for obtaining the site for final sludge disposal, obtaining all necessary approvals and/or permits required, and meeting all Federal, State, Regional and Local laws, regulation, rules and policies pertaining to such, and the subject matter of this Agreement. The Contractor shall also furnish proof of approvals for land application prior to finalizing this Agreement. Contractor shall distribute the sludge at the recommended locations and in the application rates and concentration contained within Florida Department of Environmental (FDER) Regulations themselves. The City shall not be obligated to furnish any funds, labor, supplies, materials, utilities or machinery, other than as outlined herein for the disposal portion of the work. Any spillage which occurs as a result of the Contractor distributing the sludge, shall be the responsibility of the Contractor to completely remove and sanitize. In the event that citizen's complaints of any type or nature become a significant problem during land application or storage of sludge on the disposal site on any give day the City reserves the sole right and discretion to direct the Contractor to suspend operations, shift operations to another site, or utilize odor-masking chemicals, or other remedies in order to resolve the complaint. III. COMPENSATION The Contractor agrees to charge and the City agrees to pay as follows: Sludge/Disposal: $2.00 per cubic yard IV. MISCELLANEOUS PROVISIONS A. The Contractor shall not employ subcontractors without 8 8 L. M. B. C. D. E. -3- the advance written permission of the City. Assignment of this Agreement shall not be made without the advance written consent of the City. The Contractor shall comply with all applicable federal, state and local laws, ordinances, rules and regulations pertaining to the performance of Work under this Agreement. No waiver, alterations, consent or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by the City. This Agreement is considered a non-exclusive Agreement between the parties. This Agreement is deemed to be under and shall be governed by, and construed according to, the laws of the State of Florida. Any litigation arising out of this Agreement shall be had in the Courts of Lake County, Florida. This agreement, including all Amendments or Addendums issued by the City, contains all the terms and conditions agreed upon by the parties. No other agreements, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind either party hereto. ***********************************************************************- 8 8 B. C. D. E. F. G. H. -4- 8 8 IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals on the date first written above. CI~IDA By:. ~ : : 1:1 f (J:(¿ nature Robert A. Pool Name, Typed or Printed John Arnold, Owner Name & Title, Typed or Printed Date: February 1, 1990 John Arnold Enterprises Name of Company, Corp., etc. 15625 F. Jarrell Road Mailing Address Clermont, Florida City, State and Zip 34711 904/394-5625 Area Code/Telephone Number SEAL ATTEST: ~.J)~: Si nature 71.. ~t, Julie M. Brandt. Deputy City Clerk Name & Title, Typed or Printed APPROVED AS TO FORM AND LEGALITY for the use and reliance of the City of Clermont, Florida, only. ~.. ,19 ~----- ~ City Attorney ~ Clermont, Florida -5- 8 8 STATE OF Fl()rirl~ COUNTY OF L~kp. PERSONALLY appeared before me the undersigned authority, JOHN R. ARNOLD, well known to me and known by me to be the sole owner of JOHN ARNOLD ENTERPRISES, and acknowledged before me that he executed the foregoing instrument on behalf of JOHN ARNOLD ENTERPRISES, as its true act and deed, and that he is duly authorized to do so. WITNESS my hand and official seal, this February, 19 90 1st day of (NOTARIAL'SEAL) ~V(/~} ,¥/YldJ Notary Public - - c c- My Commission Expires: NOTARY PUBLIC, STATE OF FLORIDA. MY COMMISSION EXPIRES: OCT. 27,1991. BONDED THRU NOTARY PUBLIC UNDERWRITERS, -6-