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HomeMy WebLinkAboutNutri Ject Systems - Contract extension - 10.7.24AGREEMENT BETWEEN THE CITY OF WATERLOO, IOWA AND NUTRI-JECT SYSTEMS, INC. FOR BIOSOLIDS PROFESSIONAL MANAGEMENT PROGRAM THIS AGREEMENT (the Agreement), dated for reference purposes the eighth day of October 2024 . 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 59" 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 pertains to Biosolids, as well as all recordkeeping which is necessary to meet the Class I o r II analytical requirements. Laboratory procedures and analysis shall conform to the then current edition of Standard Methods for the Examination of Water and Wastewater o r 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 o perations, 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 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. S ECTION 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. S ECTION 16. ADMINISTRATIVE FACILITIES. If regulatory agencies require NJS to have other facilities. it shall be NJS's responsibility to provide these facilities. S ECTION 17. This section intentionally left blank. S ECTION 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. S ECTION 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. S ECTION 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 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 u ndertakes the prosecution of any actions. claims, suits, administrative or arbitration proceedings, or investigations in connection with this Agreement, the party receiving such n otice or undertaking such prosecution shall, as soon as practicable, give the other party n otice 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 (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. u nless either party notifies the other in writing of non -renewal not Tess than one hundred e ighty (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 o r more of the following actions after the giving of written notice by Owner to NJS of the [vent of Default, but only if the Event of Default has not 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. 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 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. S ECTION 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 n ot discriminate against any person because of race. religion. color. sex, sexual o rientation, gender identity. national origin. age. disability or any other basis proscribed by applicable law or ordinance. S ECTION 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, u nderstandings, or agreements. This Agreement may be modified only by a written amendment signed by both parties. S ECTION 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. S ECTION 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. S ECTION 43. ASSIGNMENT. This Agreement shall not be assigned by either party without the prior written consent of the other party. S ECTION 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. S ECTION 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 CITY OF WATERLOO, IOWA NUTRI-JECT SYSTEMS, INC. By: Queue 9zrt Quentin Hart. Mayor Attest: Kelley Eelchle p SIGNED SBA 6 Kelley Felche. City Clem DIGITALLY SIGNED By: Scott Wienands, President 13