AGREEMENT
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AGREEMENT
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THIS AGREEMENT
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made and entered in to this
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day of
, A. D. 1980, by and between ENGINEERED RECYCLING
SYSTEMS, INC., a Florida corporation, 2575 Harn Boulevard, Clearwater,
Florida, hereinafter referred to as the "Corporation", and the CITY OF
CLEARWATER, FLORIDA, a municipal corporation, hereinafter referred to
as the "City";
WIT N E SSE T H :
WHEREAS, Corporation previously entered into an agreement with
the City dated September 29, 1976; and
WHEREAS, the Corporation desires to continue furnishing the
services provided in the previous agreement. identified herein; and
WHEREAS, it is necessary to make some adjustments to the previous
agreement; and
WHEREAS, the Corporation remains in the business of furnishing
and has the ability to provide the services set out below;
NOW, THEREFORE, in consideration of the foregoing premises and
other good and valuable considerations, and the full and faithful performance
by each of the parties of the covenants and agreements between each other
made, the parties hereto covenant and agree as follows:
1. The term of this agreement shall be for a period of five (5)
years from the date hereof, and the Corporation shall have the option of
extending the agreement for an additional five (5) year period upon providing
the City notice in writing of its intent to exercise the option sixty (60)
days prior to the expiration of the first five (5) year period. The City
retains the right to terminate this agreement because of regulations,
directions, or laws at the State, Federal or Local level; provided however,
that should the City terminate this agreement for any reason, the City
will reimburse the Corporation for its unamortized real property improve-
ments to the site, provided further that:
a. said improvements are permanent and cannot bemoved economically
to another site;
b.
the maximum reimbursement shall not exceed $200,000; and
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c. the claim for reimbursement ~hall be supported by independently
audited financial statements prepared by a certified public
accountant, which shall attest to the fairness of the original
investment values and subsequent periodic amortization expenses~
2. The Corporation at its own expense and cost agrees to furnish all
labor, materials, tools and equipment to accomplish the environmental management
at the Northeast Sewage Spray Irrigation Fields, in accordance with the Scope of
Activities and Condition~, which document is marked Exhibit A and made a part
of this agreement as if fully rewritten herein. The Corporation further agrees
to continue remitting during the term of this agreement the same compensation
as set forth in the proposal form attached to the previous agreement, a copy
of which is attached to this agreement as Exhibit B and made a part hereof as
if fully rewritten herein. The Corporation in addition agrees to provide the
services set forth on Exhibit A while continuing to utilize the "Treatment
Units Schematic" attached hereto as Exhibit C and made a part hereof as if
fully rewritten herein and to further provide a Performance Bond in the amount
of $10,000 made payable to the City. Such bond is attached hereto as Exhibit D
and made a part of this agreement as if fully rewritten herein.
3. In connection with the performance of work under this agreement, the
Corporation agrees not to discriminate against any employee or applicant for
employment because of race, sex, religion, color or national origin. The afore-
said provisions shall include, but not be limited to, the following: employment,
upgrading, demotion, or transfer; recruitment or recruitment advertising; lay-
off or termination; rates of payor other forms of compensation; and selection
for training, including apprenticeship. The Corporation agrees to post here-
after in conspicuous places, available for employees or applicants for employ-
ment, notices to be provided by the contracting officer setting forth the pro-
visions of the nondiscrimination clause.
4. It is further mutually agreed between the parties hereto that if, at
any time after the execution of this agreement and the surety bond hereto attached
for its faithful performance, the City shall deem the surety or sureties upon such
bond to be unsatisfactory or if, for any reason, such bond ceases to be adequate
to cover the performance of the work, the Corporation shall, at its expense, with-
in (10) ten days after the receipt of sucb notice from the City so to do, furnish
an additional bond or bonds in such form and amount, and with such surety or
sureties as shall be satisfactory to the City.
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5. In accordance with Section II. Paragraph S of the Scope of
Activities arid Conditions. the Corporation shall provide the City at the tiIne
of submitting each $10.00 payment. a report setting forth all revenues
derived during that month. The report shall be set forth on a form prescribed
for that purpose and provided by the City.
6. In accordance with Section II, Paragraph S of the Scope of
Activities and Conditions, the Corporation agrees to provide all reports and
analyses that may be required by City, State, Federal or other allied
regulatory agencies.
7. All notices to be furnished hereunder shall be furnished to Mr.
Michael J. Gaylor, President, Engineered Recycling Systems, Inc.. 2575
Harn Boulevard, Clearwater, Florida 33516. and to the City of Clearwater,
care of the City Manager, PO Box 4748, Clearwater, Florida 33518.
8. This Agreement shall be binding upon the parties hereto, their
personal representatives, successors and assigns, where permitted.
IN WITNESS WHEREOF, the parties hereto have set their hands
and seals the day and year first above written.
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S cretary
ENGINEERED RECYCLING SYSTEMS, INC.
By :?!f:.-{!f4;L
Attest:
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Cityanag:er
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City C:':-erk
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SCOPE OF ACTIVITIES AND CONDITIONS
I. City agrees to operate and maintain its spray irrigation system in the
manner hereinafter outlined and described for a period of Five (5) years
from the date hereof, with the Corporation having an option of extending
the agreement for an additional Five (5) year period upon providing the
City notice in writing of its intent to exercise the option sixty (60)
days prior to the expiration of the first five (5) year period unless the
City must terminate such activity because of regulations or directions of
State, Federal or other regu1atory agencies, or if the property is needed
by the City for other purposes; for farming purposes and use for other ap-
proved practices as described below, a tract of land containing approxi-
mately seventy (70) acres owned by the City of Clearwater, Florida, which
.is more particularly described in attached Exhibit E, which land is being
used as a spray irrigation system of the City's Northeast Interim Waste-
water Treatment Plant.
A. The City agrees to spray irrigate on a regular rotating basis
in a manner that is not offensive to the neighborhood, with effluent
from its wastewater treatment plant and as approved by the Water
Pollution Control Superintendent. The City agrees to exercise
ordinary care to insure that the effluent being sprayed meets stand-
ards set by the applicable regulatory agencies.
B. The 'Cityagrees to bear all responsibility for any fines, penalties
or other sanctions imposed by regulatory agencies in connection with
the spraying of effluent which does not meet regulatory standards.
C. The City agrees to control the rotation of portions of the tract being
spray irrigated with effluent in such a manner as to facilitate the up-
take of nutrients by the crops planted by the Contractor with the
approval of the City, and to facilitate the growth of such crops to
such extent as is compatible with the efficient operation of its
wastewater treatment plant. The City further agrees' that it will make
every reasonable effort to rotate such sprinklers in a manner as will
preclude"an overload of effluent in anyone area.
D. The City agrees to assume responsibility for the operation and mainten-
ance of the sprinklers used in the process of such spray irrigation,
except that Contractor shall accept full financial responsibility for
damage to such sprinklers caused by Contractor's operations of the
spray field.
E. The City agrees to monitor any test wells as may be normally required
for spray irrigation from such a sewage treatment plant by the Depart-
ment of Environmental Regulation or other applicable regulatory agencies
and will make any changes in its procedures which are necessary or
desirable to keep the operation of the system within the guidelines
set by the applicable regulatory agencies.
F. The City agrees to permit the Contractor to plant the seventy (70)
acres which are to be spray irrigated with Coastal Bermuda grass or
other crops, including nursery plants, subject to approval by the City,
its consulting engineers and other regulatory authorities if required,
it being understood and agreed that at no time will the growing of
vegetables or crops for direct human nutritional consumption be permit-
ted on the spray irrigated lands.
G. The City agrees to make available to the Contractor a small parcel
contiguous to or upon said tract, for construction or location by
Contractor of a maintenance and storage building of not more than
100' by 100' to be located by Water Pollution Control Superintendent,
which shall be the property of the Contractor, subject to removal by
the Contractor upon expiration of this agreement.
H. City agrees to construct drainage facilities as shown on attached plan
sheet.
I. The City agrees to notify the contractor as quickly as possible should
there be a change of chlorination in the effluent.
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II. For and in consideration of making available the approximately seventy (70)
acre tract for farming and other City approved uses of such tract by the
Contract, as aforesaid, the Contractor agrees as follows:
A. To save and hold the City harmless from any loss or claim by any person,
agency or entity of any kind whatsoever in any way arising out of or
in any way related to contractor's operations, except that the City
shall accept .the responsibility of exercising ordinary care in regard
to the strength of the sprayed effluent so that the strength of such
effluent will remain within the guidelines s.et by the appropriate
regulatory agencies.
B. To save and hold the City harmless from any loss or claim of any kind
whatsoever arising out of or in any way related to a temporary shutdown
of the irrigation system occasioned by breakdown or upset in the treat-
ment system.
C. To save and hold the City harmless from any loss or claim of any kind
whatsoever arising out of or in any way related to the fertilization
ability of the treated effluent sprayed by the City on the lands to
be irrigated.
D. To accept all responsibility for becoming informed about and being in
compliance with such regulations of the Soil Conservation Service,
Department of Environmental Regulation, Department of Health and
Rehabilitative Services and U.S. Geological Survey as are applicable
to the use of the tract in connection with the operation of a waste-
water treatment spray irrigation system and spreading of sludge dis-
posal.
E. To accept all responsibility for the prevention of land erosion within
the spray irrigation tract.
F. To accept all responsibility for land preparation in connection with
the planting of the spray irrigation tract.
G. To plant said tract with a crop approved by the City, its consulting
engineers and other regulatory agencies if required.
H. To accept all responsibility for any replanting, soil aeration, or
other procedures as may be required in connection with the effect of
sprayed effluent on contractor's planted corp, except for procedures
necessitated by virtue of the City's failure to exercise ordinary care
in keeping the strength of the sprayed effluent within guidelines set
by the applicable regulatory agencies.
I. To harvest such approved crop on the. aforementioned tract in a manner
consistent with the objective or removing nutrients from the soil in
accordance with regulatory agency guidelines.
J. To remove harvested crop from the irrigated land within a reasonable
time and at no time to use any portion of the irrigated land for the
storage of such harvested crop.
K. To accept all responsibility for fines levied by regulatory agencies
becau~e of the contractor's improper operations upon the spray field.
L. To solict research organizations to perform research in connection with
nutrient removal from spray irrigated lands in order that the effect of
varying crops and flow rates might be ascertained.
M. To make any changes in procedures or method of operation of the spray
field as the City, its consulting engineers or other regulatory agencies
may deem necessary to keep such operation within the guidelines set by
the applicable regulatory agencies.
N. To do all the work and furnish all the materials, equipment, supplies and
labor to keep an approved crop growing on the tract being used as a
spray field.
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O. To make payment of all proper charges for labor and materials required
in the aforementioned work and defend, indemnify and save harmless the
City and all of its officers, agents and servants, and each and every
one of them, against and from all suits and costs of everx kind and
description, and from all damages to which the City or any of its
officers, agents or servants may be put, by reason of the injury to
the persons or property of other resulting from the performance of said
work or through the negligence of the contractor, or through any improper
or defective machinery or improper procedures followed by the contractor
in the aforesaid work, or through any act of omission on the part of the
contractor, his agent or agents, employees or servants.
P. To accept full financial responsibility for damage to the sprinkler
system caused by his employees or agents or caused by his method of
operating the spray field.
Q. To neither commit nor permit any waste, unlawful or offensive use of
said premises, and to quit, vacate and surrender the same at the expir-
ation of this contract in at least as good condition as exists upon the
date of execution hereof, ordinary wear and tear and damage by the
elements excepted.
R. To neither assign this contract nor sub-contract without the written
consent of the City.
S. To allow the City, by and through its City Manager or other designated
representative, the right to enter into and upon the tract and every
part thereof, at all reasonable times for the purpose of inspecting same
and performing its duties and obligations hereunder. The contractor
agrees to provide the City with such reports as it may require.
T. To provide the City with a Performance Bond in the amount of $10,000
and in the event the contractor becomes in default in the performance of
any covenant or condition on its part to be performed or fulfilled as
provided for in this contract, the City shall notify the contractor in
writing of such default and the contractor shall correct such default
within thirty (30) days after receipt of such notice. If the contractor
fails to correct said default within said period, then said contractor
shall become immediately a tenant at sufferance and the City may reenter
and retake possession of said tract and remove contractor's equipment,
materials, storage building, etc., in which event this contract shall
be terminated; or the City may, at its option, exercise any and all
other rights it may have pursuant to the laws of the State of Florida.
U. To obtain and keep in force during the term of the contract, a liability
and property damage insurance policy covering aforesaid operations and
spray irrigation fields and facilities in the minimum limits of $100,000/
$300,000, and $10,000, which said policy shall name the City of Clearwater
as an additional insured.
V. To pay any real estate taxes that may be levied on the spray irrigation
tract.
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PROPOS~L FORM
(Submit in Duplicate)
City of Clearwater. Florida: - BID ON PROFESSIONAL A...'1D SCIENTIFIC
MONITORING AND F:V ALUATION OF THE
NORTHEAST SEW AGE SPRAY IR.RIGATION
FIELDS.
The undersigned, as Bidder, hereby declares that he has examined and fully'
understands the terms and conditions detai led in. "Invitation to Bid", dated
, titled "CONTRACT FOR PROFESSIONAL :evL~NAGE!V(ENT
Ai'lD SCIENTIFIC MONITORL.'1G AND EVALUATION OF NORTHEAST SEWAGE
SPRAY L~IGATION FIELDS." Said "Invitation to Bid" shall, in its entirety.
become a' part of this contract and the terms and conditions contained there! n
shall appl y for the duration of this contract.
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The undersigned attaches a complete proposal outlining the manner in which the
bidder proposed to ful fill the terms of the contract, said proposal to include
a sw:una.ry of the education and technical qualifications of the firms principa.ls.
In retu= for the rights and privileges set forth in the above me!ltioned "Invitation
to Bid", the undersigned will pa.y.. the City of Clearwater, Florida, a flat sum
of $ Id. (.1l(!) per month, plus Z. (J) 0/. of all gros s revenues that ma.y be
derived pursuant to this coo.t=act.
:SXceptions to Specilications: In
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Submitted byFn1'llrl!.y~J
{!ec ~I C (,111 9., J~#I -:;/ r;,C.
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Signat;ure
Title
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cLEARwlriR NORjHE'AS~ INTER~ TRfAiMi:NT' FACI LITY
TREATMENT UN1TS SC\4EMATIC
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CLEARWATER \ FLOR I DA
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EFFLUENT HOLD\NG POND
RAl N81RO
MAIN IRRIGATION LINE
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UNITED STATES IJDELlTY ANO..GUARA1'1TY COMPANY
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(A Slock.ComPlny)
No. ')q . Or 10 -Jf~-~
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KNOW ALL MEN BY THESE. PRESENTS, That we, Engineered Recycling Systems, Inc.
(hereinafter called the Principal), and United States Fidelity and Guaranty Company, a
Maryland Corporation (hereinafter called the Surety), are held and firmly bound unto
the City of Clearwater, Florida (h~reinafter called the Obligee), in the full and just
sum of ten thousand and no/100ths---------------------($10,OOO)---------------dollars,
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lawful money of the United States, for the payment of which, well and truly to be made,
we bind ourselves, our heirs, administrators, executors, successors and assigns,
jointly and severally, firmly by these presents.
Whereas, said Principal has entered into a certain agreement with the Obligee to
monitor the North East Spray Irrigation Fields.
Now, therefore, the condition of the foregoing obligation is such that if said
Principal shall well and truly indemni.fy and save harmless the said Obligee from any
pecuniary loss resulting from the breach of any of the terms, covenants and conditions
of the said agreement on the part of the Principal to be performed, then this obliga-
tion .shall be void; otherwise to remain in full force and effect in law. Provided,
however, that this bond is issued subject to the following conditions and limitations:
1. This Bond shall be renewed, at the option of the Surety, by
continuation certificate each year to be in force, otherwise it will
automatically expire.
2. The liability of the Surety shall not exceed, in the aggregate, the
penal sum of' this Bond.
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3. The Surety, at its option, may wish to terminate this Bond by
giving thirty (30) days written notice to the Obligee.
Signed, sealed and delivered September 29, 1978
ENGINEERED RECYCLINQ SYSTE~S, IN~.
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Principal . / /
UNITED .51'.ATES FIDELITY AND Gt,;,l,?_;~r;-\' Cm.1PANY
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E. Paul Kennedy, Jr...!,' Attorney-i n-Fact
EXHIBIT D
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August 26, 1976
Engineered Recycling Systems, Inc.
2802 East Quail Hollow Road
Clearwater, Florida
and
City of Clearwater
City Hall
P. O. Box 4748
Clearwater, Florida 33518
This will serve as a memorandum of understanding between Engineered
Recycling Systems, Inc. (hereinafter referred to as "Contractor") and
the City of Clearwater, Florida (hereinafter referred to as the "City") to
supplement and clarify the provisions of the main agreement between
the parties made a part hereof by reference, said agreement pertaining
to the management of the Northeast Sewerage Spray Irrigation Field.
It is understood and agreed as follows:
(1) The Contractor shall provide a performance bond in the
amount of $10,000.00 in a form acceptable to the City.
Said Bond shall be renewable on an annual basis for the'
four year period covered by the main contract between
the parties. Liability on the part of the Contractor shall
be lim.ited to the afor esaid principal amount of said per-
formance bond. Said Contracto,r shall, not less than
sixty (60) days prior to the expiration of each annual
bond. provide evidence to the City of renewal of same
for the ensuing one year period.
,
(2) The liability of the Contractor to the City for payment
of the 2% of annual gross sales under said agreement
between the parties shall not be guaranteed by said per-
formance bond for any amount in excess of $10,000.00,
the principal amount of said bond. In other words, total
liability of the underwriter upon said bond shall be "limited
to the amount 'of$lO, 000.00 for performance of all cove-
nants of the Contractor, including the covenant for pay-
ment of said 20/0 fee. "
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(3) If said bond is cancelled or is not renewed prior to the
expiration of each annual period, the City shall have the
right to immediately cancel said contract.
C~ITY OE/.~T. ER. . ~.i.INEER,EDRfl..~::CLIN~SYSTE
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'By '7 I lX- /"" L,./, , _ By i ,:!",,'-',U/./,I'/'.JJJ//''> ,I>'
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City Attorney Attorney ;:and Agent
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SPRAY, IRRIGATION
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TRACT 1 (REVISED)
(
From the Southeast corner of the Southwest 1/4 of the Southeast 1/4
of Section 21, Township 28 S, Range 16 E, go N 00 12' 04" W, 150.01
feet; thence N 890 19' 01" W, 150.02 feet to the point of beginning;
thence continue N 890 19' 01" W, 1224.97 feet; thence N 00 12' 04" W,
575.00 feet.; thence S 890 19' 01" E, 825.00 feet; thence S 00 12' 04" E,
92.01 feet; thence S 890 19' 01" E, 399.97 feet; thence S 00 12' 04" E,
482.99 feet to the point of beginning.
Containing 15.32 acres M.O.L.
TRACT 2
From the Northeast corner of the Northwest 1/4 of the Southeast. 1/4
of Section 21, Township 28 S, Range 16 E, go N 890 22' 43" W, 150.02 feet;
thence S 00 12' 04" E, 150.02 feet to the point of beginning; thence
continue S 00 12' 04" E, 910.00 feet; thence N 890 19' 01" W, 950.00 feet;
thence N 00 12' 04" W, 320.00 feet; thence N 890 19' 01" W, 190.00 feet;
thence N 00 12' 04" W, 588.77 feet; thence S 890 22' 43" E, 1139.98 feet
to the point of beginning. \
Containing 22.40 acres M.O.L.
TRACT 3 ~EVISED)
From the Northwest corner of the Northeast 1/4 of the Northwest 1/4 of
Section 21, Township 28 S, Range 16 E, go S 890 30' 25" E, 150.01 feet;
thence N 00 03' 20" W, 98.49 feet to the point of beginning; thence
continue N 00 03' 20" W, 1031.51 feet; thence N 840 44' 43" E,
1062.52 feet; thence S 00 12' 04" E, 1161.01 feet; thence S 450 38' 02" W,
493.31 feet; thence]lf 610 58' 25" W, 802.59 feet to the point of
beginning.
Containing 31.01 acres M.O.L.
TRACT 4
From the Northeast corner of the Northwest 1/4 of the Southeast 1/4
of Section 21, Township 28 S, Range 16 E, go N 890 22' 43" W, 150.02 feet;
thence S 00 12' 04" E, 1060.02 feet to the point of beginning; thence
continue S 00 12' 04" E, 140.00 feet; thence N 890 19' 01" W,
950.00 feet; thence N 00 12' 04" W, 140.00 feet; thence S 890 19' 01" E,
950.00 feet to the point of beginning.
Containing 3.05 acres M.O.L.
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