AGREEMENT

AGREEMENT

Removal, Transportation, Land Application and Agronomic

Management of Biosolids Project

This Agreement, made and entered into this _____ day of _________, 2013 by and between:

The City of Lawrence, Kansas, a municipal corporation in the county of Douglas, State of Kansas, (hereinafter “City”) with principal offices at 6 E. 6^th Street, Lawrence, Kansas 66044 and Parker Ag Services, LLC.. (hereinafter “Contractor”), a corporation with its principal place of business at 53036 Hwy 71, Limon, Colorado, 80828, agree to the following:

WHEREAS, the City has authority under the laws of the State of Kansas to enter into a contract for the application of biosolids generated and located at the Wastewater Treatment Facility; and

WHEREAS, Contractor is a firm experienced and qualified to remove and apply biosolids from the treatment facility;

NOW THEREFORE, in consideration of the mutual agreement herein contained, and subject to the terms and conditions herein stated, parties hereto agree as follows:

I. PURPOSE

The City agrees to engage Contractor as an independent contractor to furnish all necessary training, supervision, management, required labor, tools, equipment, and materials to remove, transport and apply approximately 1400 dry tons (8,000 cubic yards) of wastewater biosolids generated by the treatment plant and stored in storage areas at the Wastewater Treatment Facility hereinafter known as the “Facility” during the term of this Agreement.

II. SCOPE OF SERVICES

Under this agreement, Contractor shall be responsible for the following:

1. Overall management. Contractor shall provide the necessary management services relative to the local, State of Kansas Department of Health and Environment (KDHE), federal (US-EPA, 40 CFR Part 503) regulations, and the Lawrence Utilities Management System or LUMS for the removal, transportation and beneficial land application of wastewater biosolids from the City. Contractor shall abide by and observe all 40 CFR Part 503 requirements, which pertain to the “applier” of the biosolids. Contractor shall remain in compliance with the Lawrence Utilities management System and meet the vendor requirements as outlined in Appendix F Table 2.5.1, pages 1 - 2 of the City’s LUMS Manual

2. Acceptance of Biosolids. Contractor shall accept from the City stabilized biosolids that are suitable for beneficial use in a land application program and meets the minimum requirements of Process to Significantly Reduce Pathogens (PSRP) treatment as determined by applicable federal, state and local regulations and the Lawrence Utilities Management System.

3. Biosolids Loading and Transport. Contractor shall provide the necessary labor and equipment to efficiently and safely load biosolids into covered transport vehicles, and to transport the biosolids to suitable farmland application sites. Biosolids shall be removed from storage by the Contractor using equipment supplied by the Contractor.

The Contractor shall abide by all local laws, regulations, ordinances and applicable guidelines of the Lawrence Utilities Management System, including but not limited to, weight and speed limits on roadways and bridges. Contractor shall warrant that all drivers transporting biosolids have a valid commercial driver’s licenses.

4. Determination of Quantity Removed. Contractor shall provide to the City a duplicate copy of each load sheet which details the following: date of removal, time truck left the wastewater treatment plant, truck number, driver name, yards of biosolids loaded on the vehicle, farmer name and approved field identification number, and number of acres acceptable for use in the field. One copy of the load sheet(s) will remain with the City and the other will remain with the Contractor.

The billable quantity of biosolids to be handled by Contractor shall be agreed upon by approved representatives of the Contractor and the City prior to the start of the project by visually measuring the level of storage areas and calculated. Biosolids quantities not located in storage areas shall be measured, calculated, and agreed upon by both parties.

5. Transportation. The vehicles utilized for the transportation of the City’s biosolids shall not leak material to the outside. Contractor shall clean any biosolids off tires, trailer, and any other equipment prior to leaving the wastewater treatment plant and prior to leaving the field. Transport vehicles shall be covered while in use on all public roadways.

6. Land Application of Biosolids. Contractor shall provide labor and equipment to properly apply the biosolids to suitable application sites at agronomic rates in accordance with all applicable federal, state and local regulations. No subcontractor shall be used without the City’s approval. Applications of biosolids shall conform to all applicable EPA 40CFR Part 503 regulations and all state and local regulations and the Lawrence Utilities Management System.

Contractor shall be required to remove and land apply a minimum of 600 yards of biosolids per day based on a weekly average except when weather conditions require the reasonable delay of operations.

Contractor is required to incorporate biosolids within 6 hours of application except under circumstances to be approved by the City. Field storage over night shall not be permitted. Weather conditions shall be monitored to ensure that these requirements are strictly met.

7. Agronomic Services. The City shall review all application sites, and no agreements shall preclude the City from using the proposed site for future biosolids applications. Application sites shall not be used by any other biosolids or residual sources without the City’s approval. Sites shall meet the requirements for land application in accordance with applicable federal, state and local regulations for the use and disposal of biosolids.

Contractor shall work only with area farmers already participating in the City’s program. Additional sites may be added only if necessary and with the City’s approval. The City shall approve all sites before application of biosolids begins. All sites shall use the City’s numbering system on all correspondence and documents. All sites shall remain within 15 miles of the plant unless otherwise agreed upon by both parties.

8. Application Reports. Contractor shall complete any required federal and state waste disposal sheets as required by the KDHE relative to the beneficial use of the applied biosolids. These records shall be maintained for 5 years by the Contractor and shall be provided to the City. Reports shall be submitted to the City in accordance with the applicable regulations after land application is completed.

9. Annual reports. The Contractor shall compile all records and generate all state and federal annual reports to the specification of the state and federal regulations. All reports should be in the format of previous year’s reports and shall be approved by the City prior to submittal. These records shall be maintained for 5 years by the Contractor and shall be available to the City and any regulatory agency upon request.

10. Laboratory Analyses. Contractor shall obtain the necessary soil samples and be responsible for the soil analyses prior to any biosolids application to the site.

Contractor shall also obtain biosolid samples from the City at intervals requested by the City and perform the appropriate laboratory analyses as needed for the land application of the City’s biosolids. Contractor shall provide routine turn-around for the laboratory reporting (approx. 20 calendar days for Table A parameters, and approx. 4 calendar days for fecal coliforms) through a certified laboratory for the State of Kansas. All sampling, preservation, holding times, transportation, and testing methods shall be performed in a manner meeting regulatory requirements and in such a way to allow the results to be used for biosolids application compliance purposes.

Contractor shall provide to the City copies of all paperwork from the laboratory, including but not limited to QA/QC reports, chain of custody reports and analyses reports.

11. Review of Operations. Contractor shall allow City to monitor daily operations with respect to all aspects of the application of City’s biosolids. The City reserves the right to cease Contractor’s operation any time that Contractor’s actions are perceived as not in the best interest of the program, the program participants, or for other perceived problems, until such items are corrected. The City will receive copies of all correspondence, lab analyses, reports, and documents.

12. Modifications to Structures. Contractor shall not make any modifications of any kind to City property including roadways, fences, and any other property under any circumstances without written approval from the City. The Contractor may not adversely affect the wastewater treatment process in any way. Any modifications on non-City property will require written approval from the landowner and at Contractor’s expense.

The Contractor shall leave all sites in the original condition. All trash, used motor oil, etc. shall be properly disposed by the Contractor.

13. Emergency Response. In the event of a spill or regulatory problem involving biosolids from the City, Contractor shall promptly notify the City. In the event that such events are attributed to Contractor, Contractor shall provide for the prompt clean up of any spill from the Contractor’s equipment, to the City’s satisfaction, or shall promptly reimburse the City for any costs of cleaning up spills which, at the City’s option, are cleaned up by the City.

14. Good Faith. If Contractor is unable to remove and land apply the City’s biosolids because changes in the biosolids make it unfit for utilization on agricultural land as defined and interpreted by federal, state or local regulatory agencies, or if unfavorable climatic or agronomic conditions have impeded efforts by Contractor to faithfully complete the requirements of this agreement, or as the result of strikes, acts of God, or other occurrences not reasonably within the province and control of Contractor, contractor will not be liable for any additional costs incurred by the City, and Contractor will not be deemed in default under this proposal unless thirty (30) days after the impediment has been resolved or eliminated, Contractor fails or refuses to remove biosolids tendered to it.

15. Insurance and Bonds. Contractor shall provide to the City an insurance certificate evidencing the insurance coverage requirements set forth in the City of Lawrence RFP dated 9/24/2013 – Land Application of Biosolids acceptable to City and Contractor for the term of the contract. Contractor shall provide a performance bond to the City for the contract amount, which is to be based on the units anticipated to be handled throughout the duration of this contract.

III. CITY’S OBLIGATIONS

The City shall be responsible for the following:

1. Ingress and Egress. City shall provide ingress and egress to Contractor to facilitate the removal of biosolids from the Facility to include dike areas, gates, and access roadways.

2. Biosolids Tender. City shall tender biosolids which are generated by the City from storage and suitable for land application to Contractor for removal, transportation and utilization on agricultural land as specified in the scope of this proposal and all extensions thereafter. The City and the Contractor may agree to modify the quantity to include additional biosolids removal work through written agreement.

3. Relative Knowledge. The City shall provide necessary information to Contractor relative to the generation and composition of the biosolids that are to be land applied. The City agrees to provide the Contractor copies of all applicable permits or approvals obtained from regulatory agencies that are applicable to the scope of work contemplated herein.

4. Biosolids Quality. The City shall maintain a good quality stabilized biosolids that are acceptable for land application and meets minimum PSRP treatment criteria and pathogen reduction requirements. The City shall not be liable for biosolids of a lower quality, should said condition be the result of acts or occurrences beyond the City’s control. Biosolids that are not land applied (ie. Land filled or other form of disposal) shall not be held to the quality standards of 40 CFR Part 503. The City shall abide by and shall have responsibilities as “preparer” of the biosolids under the requirements of 40 CFR Part 503.

5. Valid Permits. City shall be responsible for and maintain a valid state or federal biosolids management permit and associated NPDES permit.

6. Laboratory Testing of Biosolids. The City shall be responsible for measuring the total solids and volatile solids only at the time of application if it is agreed necessary to determine application rates. All other analysis requirements are the responsibility of the Contractor, which will provide copies of all documents and reports to the City. The Contractor shall use a KDHE certified laboratory for all analyses.

IV. FREQUENCY OF BIOSOLIDS REMOVAL

This agreement is based on the removal of biosolids present in storage and anticipated for production prior to and during application events. The timing of biosolids removal is dependent on growing seasons, field availability, and any approvals by federal, state, and local agencies. Neither the Contractor nor the City shall be held responsible for delays attributed to the above. Biosolids removal shall be planned for spring and fall applications, however a summer or winter application on wheat ground, pasture, or hay is also anticipated. All application events are subject to City approval. A minimum of 30 days for mobilization and a minimum of 60 days to complete each application event will be allowed.

V. COMPENSTION

1. Price. The City agrees to pay Contractor for services as described in Contractors submitted proposal for cake biosolids handling and application at the following rate:

$13.39 per cubic yard of biosolids material

(Contractor understands that it may be necessary for the City to discharge process biosolids during the hauling operation.)

2. Invoices. Invoices are to made to the City on a monthly basis for work completed during the prior month.

3. Payment Terms.

§ The net invoice amount shall be due in full within thirty (30) calendar days from the invoice date.

§ A one percent (1.0%) late charge will be applied to all unpaid balances greater than thirty (30) calendar days unpaid.

§ The City will withhold five percent (5%) of the total invoices until all agreed upon responsibilities have been completed and accepted by the City, and federal and state regulatory agencies.

VI. TERM OF AGREEMENT

This agreement shall be valid beginning January 1, 2009 and ending December 31, 2009. The agreement may be extended for additional time upon written mutual agreement.

VII. INDEMNIFICATION

The Contractor shall hold the City, its agents, officials, and employees free and harmless and shall indemnify the City from loss from each and every suit, liability, expense, damage or claim, or demand of whatever nature, made on behalf of or by any person or persons, for any wrongful act or omission on the part of the Contractor, its employees, agents, officials, and contractors.

VIII. TERMINATION

This agreement may be terminated by either party with just cause for default by providing ten (10) days written notice to the other party at the addresses stated herein providing the default has not been corrected within the 10 days. For purposes of notification, delivery of the notification shall be through the United States Postal Service, certified mail.

IX. ACCEPTANCE

We accept the terms and conditions of this agreement as prepared and presented this ______________ day of ___________, 2013. By signing the acceptance of this agreement, the individuals warrant that they have the authority to bind the respective parties in this agreement.

Accepted by:

Nutri-Ject Systems, Inc. City of Lawrence KS

By: ___________________________ By: __________________________

Title: __________________________ David L. Corliss, City Manager

Date: __________________________ Date: _________________________

Witness: _______________________ Witness: ______________________