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HomeMy WebLinkAboutNutri-Ject Systems, Inc. - Amendment to PSA - 10/14/2019AGREEMENT BETWEEN THE CITY OF WATERLOO, IOWA AND NUTRI-JECT SYSTEMS, INC. FOR BIOSOLIDS PROFESSIONAL MANAGEMENT PROGRAM IC- THIS AGREEMENT (the Agreement), dated for reference purposes the day of O bei , 2019, by and between the City of Waterloo, a municipal corporation located in the County of Black Hawk, State of Iowa (Owner), and Nutri-Ject Systems, Inc., an Iowa corporation with its principal place of business at 515 5th Street, Hudson, Iowa (NJS). WHEREAS, Owner owns the by-product biosolids as defined in Attachment A and more specifically listed in Attachment B, incorporated herein by reference (the Biosolids), produced at the Waste Management Services Plant); and WHEREAS, Owner has the authority under the laws of the State of Iowa (the State) and desires to enter into a professional services contract for the management of the Biosolids produced by Owner; and WHEREAS, NJS is experienced in and capable of supplying professional management services to Owner; and WHEREAS, Owner desires to engage NJS to act as its independent professional Biosolids management firm in the hauling, storage, and land application of all Biosolids produced and stored. NOW, THEREFORE, in consideration of the mutual agreements herein contained, and subject to the terms and conditions herein stated, the parties agree as follows: SECTION 1. PURPOSE. During the Term of this Agreement, Owner agrees to engage NJS as an independent professional Biosolids management firm to haul, store, and land -apply Biosolids produced by Owner (the Program). Each party hereto agrees that it will cooperate in good faith with the other party, its agents and subcontractors, to facilitate the performance of mutual obligations set forth in this Agreement. SECTION 2. SCOPE OF SERVICES. The scope of services to be provided by NJS under this Agreement will include the management, equipment, testing, recordkeeping, storage facilities, labor, and land -application of the Biosolids to the extent set forth in Attachment A-1 (Scope of Services). 1 SECTION 3. BIOSOLIDS CONTROL AND REGULATIONS. 3.1. NJS shall manage the Biosolids to meet applicable laws, including but not limited to 40 C.F.R. Part 503 and Iowa Administrative Code Chapter 67. the requirements of Owner's National Pollutant Discharge Elimination System (NPDES) permit No. 0700001, as may be amended from time to time, as well as all other federal, state, and local requirements (Legal Requirements). 3.2. NJS shall be responsible for Owner's compliance with all Legal Requirements and shall complete all documentation needed for said compliance. 3.3, NJS shall use its best efforts to provide all management at or below a maximum Biosolids production of 110 wet tons per day from the Waste Management Services Plant. NJS shall provide the best management possible within the constraints of the Biosolids storage design, physical limitations, and existing stored Biosolids. 3.4. In the event that Abnormal andlor Biologically Toxic Material, as defined in Attachment A, is found in the Biosolids, NJS shall promptly notify Owner and use its best efforts to assist Owner to remove, stabilize, and/or reduce such material using the cooperation, processes and equipment provided at the Waste Management Services Plant. If such Abnormal and/or Biologically Toxic Material cannot be stabilized or removed using the processes and equipment provided at the Waste Management Services Plant, NJS shall not be responsible for the compliance requirements of this Agreement, or for other consequences of the receipt by Biosolids of such Abnormal and/or Biologically Toxic Material. NJS shall notify the owner within 24 hours of receipt of any abnormal analysis result. 3.5. NJS shall be responsible for all fines or damages for violations of Legal Requirements that may be imposed by the federal, state, or local environmental agencies, or private actions, if such violations were within NJS's control and are the result of NJS's failure to manage the Biosolids in accordance with the terms of this Agreement. Prior to payment of fines or damages of any kind, NJS reserves the right to contest government or private actions, suits, or proceedings through proper legal procedures, In the absence of such contest, NJS will timely remit payment of any fines, penalties or damages assessed. 3.6. During the construction or other modification of the Waste Management Services Plant, Owner and NJS will work together to maintain access and minimize disruption. NJS shall not be responsible for Biosolids violations resulting from Owner's construction activity. SECTION 4. MAINTENANCE. NJS shall keep its vehicles and assigned sections of the Waste Management Services Plant in a clean, neat and orderly condition. SECTION 5. TESTING AND LABORATORY ANALYSIS. NJS shall perform or have performed the testing and laboratory analysis required by Owner's NPDES permit as it 2 pertains to Biosolids, as well as all recordkeeping which is necessary to meet the Class I or 11 analytical requirements. Laboratory procedures and analysis shall conform to the then current edition of Standard Methods for the Examination of Water and Wastewater or be in accordance with testing requirements of the NPDES permit as they pertain to the Biosolids. NJS shall deliver and certify such results to Owner and assist Owner in submitting such results to all required regulatory agencies. Owner has the right to conduct split sampling and laboratory analysis at any time for any reason. SECTION 6. TECHNICAL SUPPORT. NJS shall provide on-call expertise in Biosolids operations, maintenance, and management as deemed necessary by Owner to ensure performance of Owner's obligations under this Agreement. SECTION 7. STAFFING. 7.1. NJS shall provide an experienced manager with skills to include OSHA compliance, personnel administration, Biosolids treatment, management, land application, transportation, public relations and communications necessary for the management, operation, maintenance, and repair of equipment and manpower. NJS shall also provide personnel with CDL licenses equal to or greater than the level required by the State of Iowa. 7.2. NJS is located in Hudson, IA with 95% of its employees residing in Black Hawk County. NJS will use its best efforts to provide the services required by the Scope of Services by NJS employees residing in Black Hawk County. 7.3. NJS shall make every reasonable effort to employ minority subcontractor(s) to supplement operations during peak project requirements. 7.4 On or before the date services are to commence under this Agreement, NJS shall designate an authorized representative to administer this Agreement. SECTION 8. TRAINING. NJS shall implement a training Program with both classroom and field training for all NJS and Owner staff associated with the operation, maintenance and disposal of Biosolids. The training shall include equipment operation, process management, maintenance and repair, regulations, first aid, safety, emergency response, hazardous material handling, and right -to -know laws. Representatives of Owner may attend training sessions upon Owner's request. SECTION 9. SECURITY. NJS shall secure its assigned sections of the Waste Management Services Plant and NJS storage site within the limits of existing security devices. Any losses or other liabilities resulting from theft, damage, or unauthorized use of Owner's property that was properly secured within the limits of the existing security devices shall be borne by Owner unless such losses arise from NJS's failure to secure the Waste Management Services Plant. 3 SECTION 10. ODOR AND NOISE CONTROL. NJS shall operate the assigned sections of the Waste Management Services Plant and NJS storage facility (the Storage Facility) and land -application sites (the Sites) using methods which will minimize odor and noise within the limits and capabilities of the facilities and equipment. Haul trucks may be covered depending upon Biosolids consistency being transported in the trucks. SECTION 11. HAULING TO ALTERNATE LOCATIONS, Owner may elect to divert up to 10 percent of the Biosolids on a monthly basis to an alternate location and/or for an alternate use or demonstration purpose, such as providing digester seed Biosolids to assist in starting up digester systems at other facilities. New processes may also be tested at the Waste Management Services Plant, which may eliminate the need to haul that portion of the Biosolids. NJS will not be entitled to payment for any portion of the Biosolids that are produced by OWNER but do not require transportation or land application by NJS. Owner will work with NJS to arrange logistics and pricing before implementing any such plan. SECTION 12. LANDFILLING. The purpose of this Agreement and the Program is to beneficially use Biosolids following best management practices with the primary method being land -application of Biosolids. However, if circumstances beyond NJS's control at the Waste Management Services Plant or at the Sites result in the Storage Facility being at its capacity and land application is also not feasible, Biosolids may be disposed of at the Black Hawk County Landfill (BHCL), if BHCL will accept such material. BHCL management of the Biosolids and associated tipping fees shall be determined before Biosolids are diverted to the landfill. NJS will be responsible for any additional costs, including, but not limited to, tipping fees associated with such alternatives. Other alternative sites may be used by NJS with the prior approval of Owner. SECTION 13. REMOVAL PROCEDURE 13.1. NJS shall haul dewatered Biosolids from the Waste Management Services Plant to the Sites or Storage Facility at such a rate and in such a manner so as not to interfere with the operations of the Waste Management Services Plant. Hauling from the Waste Management Services Plant shall be scheduled as dewatered Biosolids are produced. Waste Management Services Plant staff intend to operate dewatering processes during normal hours (7:00 AM - 4:00 PM) Monday through Friday; however, NJS may propose, subject to Owner approval, and for no additional compensation, an alternative schedule. NJS agrees that Owner may also elect to operate 24 hours a day for one to three days per week to gain the benefit of off-peak electricity pricing. 13.2. NJS shall provide the necessary equipment and facilities to ensure its ability to perform the removal operations. Both Owner and NJS shall mutually cooperate to ensure minimum disruption of the other's activities. NJS-owned equipment shall (semi - tractor trailer units) be stored at the Waste Management Services Plant. 13.3, Owner shall convey dewatered Biosolids to NJS's vehicles via the loading bay conveyor systems or the load out facility. Excess Biosolids shall be removed from the vehicle exterior by NJS to prevent spillage during transportation. 4 13.4. NJS shall be responsible for all damage to City -owned property. SECTION 14. HEALTH AND SAFETY STANDARDS. It shall be NJS's responsibility during the Term to maintain a safety and accident prevention program that exceeds the requirements of federal, state, and local codes, and of all other authorities having jurisdiction over this work. The Administrative Code of the Iowa Division of Labor Services, as well as the Safety and Health regulations for construction as issued by the Secretary of Labor under the Occupational Safety and Health Act of 1970, 40 U.S.C. 327 et seq, (OSHA), shall be complied with where applicable to the work. NJS shall comply with the treatment plant safety requirements, as well as any other plant health and safety requirements, while on the plant site. SECTION 15. SANITARY FACILITIES. NJS may use the toilet facilities at the Waste Management Services Plant. If regulatory agencies require NJS to have other sanitary facilities, it shall be NJS's responsibility to provide these facilities. SECTION 16. ADMINISTRATIVE FACILITIES. If regulatory agencies require NJS to have other facilities, it shall be NJS's responsibility to provide these facilities. SECTION 17. This section intentionally left blank. SECTION 18. RESTORATION OF SURFACE. All surfaces at the Waste Management Services Plant which have been disturbed by NJS in the performance of its work must be restored within 30 days by NJS to the condition in which they were found prior to the beginning of the work, reasonable wear excluded. SECTION 19. CLEANING UP WORK. NJS shall at all times keep the loading bays and all storage and land application sites, including all public and private property involved in, or adjacent to the work, free from any rubbish, surplus, or loose materials that have been deposited by its employees, or which have accumulated as a result of the work. NJS shall be responsible for the removal of any spillage on public or private property, including property along any transportation route. SECTION 20. DUST CONTROL. NJS shall take necessary measures to control dust and other nuisances generated by its operations. SECTION 21. VECTOR CONTROL. NJS shall take necessary measures to minimize the presence of vectors such as flies, mosquitoes, and rats at the Biosolids Storage Facility and Sites. SECTION 22. COMMUNICATIONS. NJS shall develop and submit to Owner for approval a communications, publicity, and community relations program in order to keep Owner informed about the Biosolids management Program within the first 120 days of the contract period. NJS shall prepare written summaries of all formal meetings with Owner and provide Owner with a copy. 5 SECTION 23. REPORTS. 23.1. NJS shall maintain Biosolids management records and shall prepare and submit to Owner a monthly report including a narrative summary of operations and all data required for monthly and annual reporting to local, state, and federal agencies. On official reports, Owner should receive at least 14 days in advance of due dates for review. 23.2. One of NJS's full-time employees knowledgeable about the project shall attend Owner's City Council meetings when requested by Owner. SECTION 24. BtOSOLIDS MANAGEMENT & MAINTENANCE BUDGET. Not later than October of 2019, and October lst of each year during the Term, NJS shall submit to Owner a Biosolids management and maintenance budget for Owner's upcoming fiscal year which is July 1 through June 30. The budget shall indicate the estimated Biosolids management and maintenance cost for the Program for the forthcoming year. The budget shall also include 5 -year projection for management and maintenance costs. SECTION 25. This section intentionally left blank. SECTION 26. LITIGATION SUPPORT. At the request of Owner, and at such costs and fees as Owner and NJS agree, NJS will provide for or arrange, at Owner's expense, legal, regulatory, and technical assistance in connection with Owner's defense or prosecution of any third -party actions, claims, suits, administrative, or arbitration proceedings, or investigations whether pending, threatened, or newly initiated and arising out of this Agreement. If such actions, proceedings or investigations are subject to the duty of NJS to indemnify and defend Owner pursuant to Section 35.1, then NJS will provide for or arrange the above-described assistance at the expense of NJS. SECTION 27. ACCOUNTING RECORDS. NJS shall maintain up-to-date financial records as they apply to the terms of this Agreement. All records will be kept in accordance with generally accepted accounting principles. Owner may at its sole cost audit such financial records upon reasonable notice to NJS. SECTION 28. RESPONSIBILITIES OF THE OWNER. 28.1. Owners Representative. On or before the date services are to commence under this Agreement, Owner shall designate an authorized representative to administer this Agreement. 28.2. Permits. (1) Owner shall be responsible for obtaining and maintaining all necessary permits and licenses and for the payment of all fees required for the ownership and operation of the Waste Management Services Plant. NJS shall be 6 responsible for all costs, including, but not limited to, obtaining and maintaining all necessary permits and licenses and for payment of all fees required for ownership and operation of the Storage Facility and Sites, transportation and land application of the Biosolids, and equipment used by NJS in connection with this Agreement. (2) It is understood by both parties to this Agreement that NPDES permit No. 0790001 was issued April 1, 2016. This Agreement is based on current loadings information as furnished by Owner. Changes in the Scope of Services or Base Compensation due to changes in Biosolids production requirements and conditions will be subject to mutual agreement of the parties. 28.3. Compliance With Laws. Owner shall comply with all applicable local, state, and federal laws, codes, ordinances, and regulations as they pertain to the Waste Management Services Plant. NJS shall comply with all applicable local, state, and federal laws, codes, ordinances, and regulations as they pertain to the Storage Facility and Sites and NJS's performance under this Agreement. 28.4. Taxes. Owner shall be responsible for all real estate and property taxes, utility, excise, and sales taxes for the Waste Management Services Plant. NJS shall be responsible for all real estate and property taxes, utility, excise, and sales taxes for the Storage Facility and Sites and NJS's performance under this Agreement. 28.5. Support. Owner shall permit NJS to use, without charge, all of the dewatered Biosolids conveyance equipment, structures, and facilities at the Waste Management Services Plant. NJS shall not operate the Biosolids dewatering equipment. Owner shall provide NJS with all information necessary to operate and manage the Biosolids Program. 28.6. Payment Of Invoices. Owner shall be responsible for promptly paying all amounts due NJS under this Agreement. Upon presentation of invoices by NJS, all payments including Base Compensation and other compensation shall be due and payable within thirty (30) days of invoice or a late penalty, defined in the Compensation section of this Agreement, may apply. NJS shall invoice Owner no more frequently than monthly. If Owner in good faith disputes any portion of any invoice, Owner shall timely pay the undisputed portion thereof. The parties shall cooperate with diligence to resolve any disputes, and Owner shall not be assessed a late penalty for any payment made on a disputed charge after the due date. 28.7. Notice of Litigation. In the event that Owner or NJS has or receives notice of or undertakes the prosecution of any actions, claims, suits, administrative or arbitration proceedings, or investigations in connection with this Agreement, the party receiving such notice or undertaking such prosecution shall, as soon as practicable, give the other party notice of such proceedings and will inform the other party in advance of all hearings regarding such proceedings as such hearings may apply to NJS under this Agreement. 7 SECTION 29. TERM AND RENEWAL. 29.1. Term. The initial term of this Agreement shall commence on 2019 (the Commencement Date) and shall terminate at midnight 5 years from the Commencement Date, unless this Agreement is terminated as provided herein. The initial term and any renewal term are referred to as the Term. 29.2. Renewal. This Agreement will automatically renew for an additional 5 -year term, unless either party notifies the other in writing of non -renewal not less than one hundred eighty (180) calendar days before the end of the initial term on the same terms and conditions as the initial term. SECTION 30. DEFAULT. 30.1. Events of Default Defined. The following shall be "Events of Default" under this Agreement and the term "Event of Default" shall mean, whenever it is used in this Agreement, any one or more of the following events: (1) Failure by NJS to provide a suitable Storage Facility pursuant to the terms, conditions and limitations of this Agreement. (2) Failure by NJS to substantially observe or perform any other material covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement. 30.2. Remedies on Default. Whenever any Event of Default referred to in Section 30.1 of this Agreement occurs and is continuing, Owner, as specified below, may take any one or more of the following actions after the giving of written notice by Owner to NJS of the Event of Default, but only if the Event of Default has riot been cured within sixty (60) days following such notice, or if the Event of Default cannot be cured within sixty (60) days and NJS does not provide assurances to Owner, deemed adequate by Owner, that the Event of Default will be cured as soon as reasonably possible thereafter: (1) Owner may suspend its performance under this Agreement until it receives assurances from NJS, deemed adequate by Owner, that NJS will cure its default and continue its performance under this Agreement; (2) Owner may terminate this Agreement; (3) Owner may take any action, including legal, equitable or administrative action, which may appear necessary or desirable to collect any payments due under this Agreement or to enforce performance and observance of any obligation, agreement, or covenant under this Agreement. 8 30.3. Notwithstanding the foregoing, if the Event of Default results in Owner being in violation of the NPDES Permit or the Consent Decree, Owner may terminate this Agreement immediately. SECTION 31. ASSIGNMENT OF LEASES AND AGREEMENTS. NJS shall provide Owner with copies of all leases and other agreements to which NJS is a party relating to the performance of this Agreement. Upon termination of this Agreement, NJS shall assign to Owner such leases and other agreements as Owner shall require. SECTION 32. COMPENSATION. 32.1. Base Compensation. (1) Owner shall pay NJS as compensation (Base Compensation) for labor, equipment, materials, testing, monthly storage and supplies and the services performed pursuant to this Agreement the sum of $4,900.00 per month during the Term with adjustments, if any, as specified hereafter. (2) The Base Compensation is for the operation and maintenance of the Program at the production levels and characteristics existing at the commencement of this Agreement as designated in Attachment B (the Existing Conditions). 32.2. Biosolids Transportation And Application Fees. (1) In addition to the Base Compensation, Owner shall pay NJS "per wet ton" fees for Biosolids transportation and land application, based on scale slips from a mutually agreed upon scale site. Owner shall pay $18.32 per wet ton, as supported by scale slips. (2) During the Term, the Program budget will be reviewed as requested by NJS, but no more frequently than annually, to consider an increase or decrease in the "per wet ton" fee based upon the national CCI (Construction Cost Index) as published by American City & County magazine (www.americancityandcounty.com). Any fee adjustment shall be set forth in a separate addendum to this Agreement, which may take the form of a letter from NJS to Owner that is countersigned by Owner. Once the new budget has been adopted, an appropriate adjustment may be made in the Biosolids transportation and application fee compensation. SECTION 33. OTHER COST AND EXPENSES. 33.1. NJS shall pay all expenses required for the normal and routine management, operation, rent and maintenance of the Storage Facility and Sites and equipment including, but not limited to: personnel costs, fuels, chemicals, repairs due to NJS negligence or damage, laboratory analysis and expendable supplies. 9 33.2. Unless otherwise agreed in writing by the parties, NJS will not be required to pay the following: (1) Expenses resulting from a change in the Scope of Services. (2) Expenses resulting from a change in Owner's NPDES permit, law, or regulations by any federal, state, or local agency or authority. (3) Expenses resulting from the handling and/or disposal of Abnormal and/or Biologically Toxic Materials, as defined in Attachment A. SECTION 34. CHANGES IN SCOPE OF SERVICES. 34.1. No change in the Scope of Services or Compensation shall be effective except by written amendment to this Agreement. 34.2. A change in the Scope of Services includes, but is not limited to, requests for additional service by Owner or additional costs incurred by NJS for (a) treating Abnormal or Biologically Toxic Material; (b) meeting new or changed government regulations or reporting requirements, including increased testing cost (but not including third -party lab price increases), changes in allowable metals which increase the cost of disposing of Biosolids; or (c) modification of the Storage Site constructed in the event of a 50% increase in biosolids production. SECTION 35. INDEMNIFICATION. 35.1. NJS agrees to defend, indemnify, and hold Owner, its elected and appointed officers, and employees, harmless from and against any and all claims for damages of any kind caused by or arising out of the negligent acts or omissions or willful misconduct in the performance of services under this Agreement by NJS, its officers, agents, employees, or anyone under NJS's control in the performance of its services under this Agreement. 35.2. To the extent permitted by applicable law, Owner agrees to defend, indemnify, and hold NJS, its officers, and employees, harmless from and against any and all claims for damages of any kind caused by or arising out of the negligence of Owner in the performance of its obligations under this Agreement. SECTION 36. NJS INSURANCE. NJS shall procure and maintain at all times during the Term of this Agreement insurance as described in the Insurance Schedule attached hereto as Attachment E and as such Insurance Schedule may from time to time be amended. SECTION 37. OWNER INSURANCE. Owner shall procure and maintain at all times during the Term one or more policies of insurance to protect against loss or damage to 10 such equipment as NJS may keep on or about the Waste Management Services Plant for use in providing the Program services described herein, with minimum coverage of $500,000 annual aggregate. NJS shall be named as an additional insured according to its interest under such coverage during the Term of this Agreement. SECTION 38. RELATIONSHIP. The relationship of NJS to Owner is that of independent contractor and not one of employment. None of the employees or agents of NJS shall be considered employees of Owner. SECTION 39. NONDISCRIMINATION. In performing under this Agreement, NJS shall not discriminate against any person because of race, religion, color, sex, sexual orientation, gender identity, national origin, age, disability or any other basis proscribed by applicable law or ordinance. SECTION 40. ENTIRE AGREEMENT; AMENDMENTS. This Agreement, including exhibits and attachments hereto, contains the entire Agreement between Owner and NJS and supersedes all prior or contemporaneous communications, representations, understandings, or agreements. This Agreement may be modified only by a written amendment signed by both parties. SECTION 41. HEADINGS, ATTACHMENTS, AND EXHIBITS. The headings contained in this Agreement are for reference only and shall not in any way affect the meaning or interpretation of this Agreement. The Attachments to this Agreement shall be construed as an integral part of this Agreement. SECTION 42. WAIVER. The failure on the part of either party to enforce its rights as to any provision of this Agreement shall not be construed as a waiver of any of its other rights. SECTION 43. ASSIGNMENT. This Agreement shall not be assigned by either party without the prior written consent of the other party. SECTION 44. ACCESS AND INSPECTION BY OWNER. Owner shall have the right at all times to inspect NJS's Facilities and equipment. An NJS representative shall be notified prior to and permitted to observe the inspection. NJS shall provide Owner with access, during normal business hours and upon reasonable prior notice, to NJS's financial and operating records related to this Agreement for the purpose of auditing costs or verifying NJS's performance under this Agreement. SECTION 45. FORCE MAJEURE. A party's performance under this Agreement shall be excused if, and to the extent that, the party is unable to perform because of actions due to causes beyond its reasonable control such as, but not limited to, acts of God, the acts of civil or military authority, loss of potable water source, floods, quarantine restrictions, riots, strikes, commercial impossibility, fires, and other circumstances reasonably beyond the control of the party obligated to perform, whether such other causes are related or unrelated, similar or dissimilar, to any of the foregoing. In the 11 event of any such force majeure, the party unable to perform shall promptly notify the other party of the existence of such force majeure and the expected duration of same and shall be required to resume performance of its obligations under this Agreement upon the termination of the aforementioned force majeure. SECTION 46. AUTHORITY TO CONTRACT; BINDING EFFECT. Each party warrants and represents that it has power and authority to enter into this Agreement, that the person or persons signing this Agreement are duly authorized to do so, and that such party has the power and authority to perform the obligations, including payment obligations, under this Agreement, This Agreement is binding on the parties and their respective successors and permitted assigns. SECTION 47. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa. SECTION 48. NOTICES. All notices must be in writing and must be delivered in person or transmitted by certified mail, return receipt requested. Mailed notices will be deemed delivered three (3) business days after postmark if mailed to the addresses shown below. Notices required to be given to NJS must be addressed to: Nutri-Ject Systems, Inc. Attn: Scott Wienands, President 515 5th Street, P.O. Box 398 Hudson, Iowa 50643-0398 Notices required to be given to Owner must be addressed to: Waste Management Services 3505 Easton Ave. Waterloo, IA 50702 SECTION 49. SEVERABILITY. Should any part of this Agreement for any reason, be declared invalid or void, such declaration will not affect the remaining portion which will remain in full force and effect as if the Agreement had been executed with the invalid portion eliminated. SECTION 50. Contemporaneous with the execution of this Agreement, NJS shall execute the Acknowledgement of an Agreement to Comply with Consent Decree, attached hereto as Attachment F. [signatures on next page] 12 CITY OF WATERLOO, IOWA By: Quentin Hart, Mayor Attest: By: 1/Levi, 4 -44e ly-FelcI1 e, City Clerk y)eA-e)U 13 NUTRI-JECT SYSTEMS, INC. By: Scott Wienands, President LIST OF ATTACHMENTS A Definitions A-1 Scope of Services B Existing Conditions B-1 Analytical Report C IDNR/EPA Ceiling Limits D Insurance Certificate E Storage Facility F Acknowledgement of an Agreement to Comply with Consent Decree 14 ATTACHMENT A DEFINITIONS Abnormal or Biologically Toxic Material: Any substance or combination of substances contained in the Biosolids in sufficiently high concentrations so as to interfere with the biological or physical/chemical processes necessary to, at the minimum, meet the requirements of Class II Biosolids as described in Chapter 67 of the Iowa Administrative Code or other requirements of Owner's NPDES permit, or to create process residues, or other material classified as a hazardous waste under RCRA or cause a situation or an environmental hazard to humans limiting the ability to operate and maintain the Biosolids Program. Abnormal or Biologically Toxic Materials include, but are not limited, to heavy metals, phenols, cyanides, pesticides, or herbicides, priority pollutants as listed by USEPA or any substance that violates the local USEPA/IDNR Biosolids and/or land application standards or other portions of any applicable Sewer Use Ordinance only as it relates to the quality of the Biosolids. Best Management Possible: Operating in a manner that meets or exceeds all state and Federal regulations and is in line with the recommended practices of the National Biosolids Partnership, Water Environment Federation, and National Association of Clean Water Agencies. These practices may include practices similar to these examples: limiting land application of Biosolids to slopes no greater than 5 percent slopes, limiting land application of Biosolids to soil types which are classified as acceptable within the top 5 feet of soil profile, covering haul trucks when they contain Biosolids, maintaining buffers of at least 35 feet for land application of Biosolids from open waterways. These practices will also extend to the record keeping, sampling, and documentation of the land application activities and the land included in the program. 15 ATTACHMENT A-1 SCOPE OF SERVICES NJS agrees to provide the following: 1. NJS, to provide the removal of all Biosolids produced from Owner's belt filter press or centrifuge dewatering process and transfer of the solids to the NJS IDNR- approved Storage Facility for stockpiling prior to land application. NJS shall obtain all IDNR approvals including building and other approvals. 2. NJS, to maintain Owner's dewatered cake loading bay by hosing all walls and floors on a daily basis and maintaining the floor drains. 3. NJS, to maintain an IDNR-approved Storage Facility per all Iowa Administrative Code rules and regulations and lease or otherwise acquire the real estate for the Storage Facility substantially similar to the facility in Attachment D. 4. NJS, to provide for the transfer and land application of all Biosolids in strict accordance to the IDNR Chapter 67 rules and regulations pertaining to the land application of stabilized Biosolids. 5. NJS, to procure all land for the application of the Biosolids and maintain all private roads required for operation of the land application Program. 6. NJS, to generate land application field reports as well as the annual State required report prior to February 19 yearly deadline at least 7 days prior to due date for City approval. 7. NJS, to continue any and all public relations for the land application of the Biosolids with Owner. 8. NJS, to establish and maintain in writing a long-range Program for land application of sewage sludge according to the Iowa Administrative Code Chapter 67 rules. 9. NJS will use dedicated agricultural lands for application of Owner's Biosolids without integrating Biosolids from any other entity. 10. NJS will provide the locations of the Storage Facility and Sites to Owner for Owner's concurrence prior to initiating activity under this Agreement. 11. NJS shall abide by all Owner's ordinances for transportation of Biosolids to City limits. 16 12. NJS shall conduct their operation to incorporate Best Management Practices for Biosolids hauling, storage, and land application and not merely meet legal limits. 17 ATTACHMENT B EXISTING CONDITIONS The Owner represents that, as of the date of the Agreement, the current biosolids produced meet all the standards or requirements of the USEPA 503 regulations and IDNR Chapter 67, as amended, and contain no abnormal or biologically toxic material as defined in Attachment A. Biosolids Characteristics: Analysis Attached. (see Appendix B) Classification: Iowa Administrative Code Chapter 567-67.8 (1) (PSRP) Process to Significantly Reduce Pathogens (PSRP) Pathogen + Vector Attraction Chapter 567-67.8 (c) (1) (IDNR Code) Laboratory Analysis: Quantity of Stored Biosolids (TONS): 0 Production: 2019 Estimate Average - 80 wet tons per day Maximum Month - 100 wet tons per day Yearly - 17,635 wet tons per year 18 ATTACHMENT B-1 ANALYTICAL REPORT 19 ATTACHMENT C IDNR/EPA Biosolids Ceiling Limits Ceiling Concentrations Pollutant Ceiling Concentration Milligrams Per Kilogram Arsenic 75 Cadmium 85 Chromium N/A Copper Lead 4300 840 Mercu 57 Molybdenum 75 Nickel 420 Selenium 100 Zinc 7500 20 ATTACHMENT D INSURANCE CERTIFICATE 21 ATTACHMENT E STORAGE FACILITY 22 CU n..i ry (73 to to to ion ti 7 • 23 is —11 14 2 4 4 24 .fi 5.- 3 r 1. • 6otei.lidii- t4,#.11.4 cAsii rid%