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RESOLUTION NO. 12,378
2
3 A RESOLUTION TO AUTHORIZE THE CITY MANAGER TO ENTER INTO A
4 LONG -TERM LANDFILL GAS UTILITY PURCHASE AGREEMENT WITH GEO
5 SPECIALTY CHEMICALS; AND FOR OTHER PURPOSES.
6
7 WHEREAS, the City owns and operates a solid waste management facility ( "Landfill ")
8 and desires to collect and sell methane gas from the Landfill ( "Landfill Gas "), and
9 WHEREAS, in May of 2004, the City issued Request for Qualifications ( "RFQ ") #4247
10 for a Landfill Gas -to- Energy System for the City's Landfill, and
11 WHEREAS, the RFQ required that respondents locate and obtain customers for the
12 Landfill Gas system to be installed at the City's Landfill, and
13 WHEREAS, .Johnson Controls, Inc. ('JCI ") was the only respondent to this RFQ, and
14 JCI's response was deemed responsible and responsive, and
15 WHEREAS, the City desires to enter into an agreement with JCI for JCI to install,
16 operate and maintain a Landfill Gas system at the City's Landfill, and
17 WHEREAS, JCI located GEO Specialty Chemicals to purchase the City's Landfill Gas,
18 and
19 WHEREAS, the City desires to enter into a long -term Utility Purchase Agreement
20 with GEO Specialty Chemicals for GEO Specialty Chemicals to purchase the City's
21 Landfill Gas from Cell 1 and Cell 2 of the City's Landfill to be used on the GEO Specialty
22 premises to offset GEO Specialty Chemical's usage of natural gas for the operation of
23 the two rotary kilns owned and operated by GEO Specialty Chemicals, and
24 WHEREAS, the term of this Utility Purchase Agreement between the City and GEO
25 Specialty Chemicals shall be fifteen (15) years from the date that GEO Specialty
26 Chemicals begins receiving Landfill Gas from the installed Landfill Gas system.
[PAGE 1 OF 111
Resolution to Authorize a Long -Term Landfill Gas
Utility Purchase Agreement with GEO Specialty Chemicals
1 NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF
2 LITTLE ROCK, ARKANSAS:
3 Section 1.The City Manager is authorized to enter into a long -term Landfill Gas
4 Utility Purchase Agreement with GEO Specialty Chemicals in substantially the same
5 form as the agreement attached as Exhibit A.
6 Section 2. The term of this Utility Purchase Agreement between the City and GEO
7 Specialty Chemicals shall be fifteen (15) years from the date that GEO Specialty
s Chemicals begins receiving Landfill Gas from the installed Landfill Gas system.
9 Section 3. Severabi/ity. In the event any title, section, paragraph, item, sentence,
10 clause, phrase, or word of this resolution is declared or adjudged to be invalid or
11 unconstitutional, such declaration or adjudication shall not affect the remaining
12 portions of the resolution which shall remain in full force and effect as if the portion so
13 declared or adjudged invalid or unconstitutional was not originally a part of the
14 resolution.
15 Section 4. Repealer. All laws, ordinances, resolutions, or parts of the same, that
16 are inconsistent with the provisions of this resolution, are hereby repealed to the
17 extent of such inconsistency.
18 ADOPTED: November 6, 2006
19 ATTEST:
20
21 - --
22 Nan Woo ,City Clerk
23 APPROVED AS TO LEGAL FORM:
24 /
25 ----- �- ------ - - -�i�
26 Thomas M. Carpenter, City ttorney
[PAGE 2 OF 111
Resolution to Authorize a Long -Tenn Landfill Gas
Utility Purchase Agreement with GEO Specialty Chemicals
APPROVED:
Jim Dz(i I ey, Mayor
EXHIBIT A
UTILITY PURCHASE AGREEMENT
This Utility Purchase Agreement is entered into as of this _ day of 2006 (the "Effective
Date of the Utility Purchase Agreement ") by and between the City of Little Rock, Arkansas, a municipal
corporation (the "City ") and GEO Specialty Chemicals ( "GEO Specialty "), a duly organized private
corporation authorized to conduct business in the state of Arkansas.
10 WHEREAS, The City owns and operates a solid waste management facility ( "Landfill ") and desires to
11 collect and supply methane gas from the Landfill ( "Landfill Gas" or "LFG ") to GEO Specialty; and
12
13 WHEREAS, GEO Specialty desires to purchase the City's LFG from Cell 1 and Cell 2 of the City of Little
14 Rock's Landfill located on Ironton Cutoff Road in Little Rock, Arkansas, to be used on the GEO Specialty
15 premises to offset GEO Specialty's usage of natural gas for the operation of the two (2) rotary kilns,
16 owned and operated by GEO Specialty; and
17
18 WHEREAS, on , 2006, the City's Board of Directors adopted Resolution No. to
19 authorize the City Manager to execute a Long -Term Utility Purchase Agreement with GEO Specialty for
20 GEO Specialty to purchase the City's LFG from Cell 1 and Cell 2 of the City of Little Rock's Landfill.
21
22 NOW, THEREFORE, for good and valuable consideration, the adequacy and sufficiency of which the
23 parties hereby acknowledge, the parties agree as follows:
24
25 1. Utility Purchase Agreement.
26 The City agrees to sell and GEO Specialty agrees to purchase GEO Specialty's rotary kiln requirements
27 of Landfill Gas from Cell 1 and Cell 2 of the City's Landfill as set forth in this Utility Purchase
28 Agreement. The City, through a separate agreement with Johnson Controls, Inc. ( "JCI "), will
29 construct, operate and maintain the Landfill Gas collection system (the "Project ") and shall supply the
30 Landfill Gas, via pipeline to a single point of delivery at a location mutually agreeable to the City and
31 GEO Specialty on the property line of GEO Specialty's plant located on Arch Street Pike in Little Rock,
32 Arkansas. The City will be solely responsible for all costs of the LFG system, including but not limited
33 to, the costs to install adequate and appropriate piping to a point of delivery as mutually agreed upon
34 by the City and GEO Specialty. Subject to paragraphs 8 and 9 herein, the City agrees to complete the
35 required work ten (10) months from the date that this Utility Purchase Agreement is executed by both
36 parties.
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38 2. Term.
39 The Term of this Utility Purchase Agreement shall be fifteen (15) years from the date that GEO
40 Specialty begins receiving Landfill Gas from the installed system.
41
42 3. Responsibilities of GEO Specialty.
43 GEO Specialty will be responsible for running adequate and appropriate piping from Geo Specialty's
44 property line to its burners, and modifying the burners and related systems in its rotary kiln units at
45 Geo Specialty's Little Rock, Arkansas plant to burn LFG and natural gas simultaneously. GEO Specialty
46 will be solely responsible for all conversion costs of retrofitting its equipment inside Geo Specialty's
47 plant's property line, including, but not limited to, internal piping from the property line, burners and
48 kilns, and control systems to burn the LFG. Subject to paragraph 9 herein, and to the proper
49 completion by JCI of that certain contract dated , 2006, between JCI and GEO
50 Specialty relating to the installation of certain piping and other equipment, GEO Specialty agrees to
51 complete the required conversions in time to accept LFG upon completion of construction and startup
52 of the Project. Title to gas delivered by the City to GEO Specialty shall pass to GEO Specialty at GEO
53 Specialty's property line.
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[PAGE 3 OF 111
Resolution to Authorize a Long -Tenn Landfill Gas
Utility Purchase Agreement with GEO Specialty Chemicals
1 4. Required Performance Standards.
2 The parties enter into this Utility Purchase Agreement with the understanding and expectation that
3 certain performance standards set forth in the separate agreement between the City and JCI will be
4 met for the quantity and quality of Landfill Gas, and that those performance standards will be
5 guaranteed by JCI over the term of this Utility Purchase Agreement.
6 (a) Volume of LFG to be Delivered to and Purchased by GEO Specialty.
7 (1) GEO Specialty shall purchase its requirements of gas for Geo Specialty's two rotary kilns at its
8 Arch Street Pike facility over the fifteen (15) year term of this Utility Purchasing Agreement
9 from the LFG volumes produced by the City at Cells 1 and 2, and the City shall deliver LFG from
10 Cells 1 and 2 to GEO to meet GEO Specialty's two rotary kiln gas requirements.
11
12 (2) To the extent that the gas requirements of GEO Specialty exceed the volumes of LFG produced
13 by the City at Cells 1 and 2, GEO Specialty shall have the right to make other purchases of gas
14 from other sources, including purchasing, pursuant to paragraph 4(e) herein, LFG produced at
15 additional LFG Cells that may be developed by the City. The parties understand and agree that
16 the City shall not be in default of this Utility Purchase Agreement should the annual amounts of
17 LFG detailed in Table 1.0 below not be produced during the term of this Utility Purchase
18 Agreement due to Force Majeure or other events beyond the control of the parties.
19
20 (3) By November 15th of each year of this Utility Purchase Agreement, the City shall provide Geo
21 Specialty with an estimate of the average Landfill Gas collection rate (volume in MMBtus) for
22 the coming calendar year. Calculations for this estimate shall be based upon the following
23 factors:
24
25 0 LFG generation model outputs.
26 0 Review of the previous three (3) months collection rate from the LFG system.
27 0 Assessment of the previous three (3) months monitoring data from the LFG collection wells.
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29 By December 1 of each year during the term of this Utility Purchase Agreement, including any
30 partial term of year one, GEO Specialty shall provide the City in writing with GEO Specialty's
31 forecast annual LFG gas requirements for the following year, including scheduled outages of its
32 rotary kiln operations exceeding three (3) days in length. Should a material change occur in
33 either GEO Specialty's forecast need for LFG during a year or in GEO Specialty's outage
34 schedule, GEO Specialty shall promptly update the annual forecast and provide such update to
35 the City in writing. GEO Specialty shall provide the City with immediate written notification of
36 unplanned outages of the rotary kiln operations that are expected to exceed three (3) days in
37 length. The written notifications referred to in this paragraph may be provided by email. GEO
38 Specialty shall, at all times, proceed with any required or necessary repairs in a workman like
39 manner.
40
41 (4) Based upon the annual forecast provided by GEO Specialty to the City and further defined in
42 paragraph 4(a)(3) above, the actual LFG production at Cells 1 and 2 may exceed the annual
43 forecasted gas requirements of GEO Specialty. To the extent that the volumes of LFG
44 produced by the City at Cells 1 and 2 exceed the gas requirements of GEO Specialty, the City
45 shall have the right to sell such gas to third parties or to utilize the LFG in an alternative
46 technology.
47
48 (5) During the term of this Utility Purchase Agreement, the City shall have the right to seek an
49 additional purchaser or purchasers for the Landfill Gas, or to utilize the LFG in an alternative
50 technology, if production of LFG by the City was based upon the annual forecasted
51 requirements for gas as provided by GEO Specialty on December 1 of said year, and if the City
52 has been required to flare twenty -five percent (25 %) or more of the LFG produced during the
53 previous calendar year.
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[PAGE 4 OF 111
Resolution to Authorize a Long -Term Landfill Gas
Utility Purchase Agreement with GEO Specialty Chemicals
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(6) LFG Transmission Pipeline Pressure Testing and Necessary Repairs.
Annually, as part of the City's scheduled shutdown of the LFG system to perform preventive
maintenance, the LFG transmission pipeline from the City's compressor to Geo Specialty's
point of delivery will be closed down and pressure tested. If it is determined that the LFG
transmission pipeline is leaking, the pipeline will be tested to determine the location of the
leak. If a leak is identified, the leak will be exposed and repaired, and the LFG transmission
pipeline will be re- tested to confirm that the pipeline has been repaired.
Additionally, if at any time during the term of this Utility Purchase Agreement, a leak is
suspected in the LFG transmission pipeline, the City shall be responsible for testing, locating
and repairing the leak in the LFG transmission pipeline from the City's compressor to the point
of delivery to Geo Specialty. If the leak testing is a result of Geo Specialty's notification to the
City of a suspected leak, and no leak is identified within the City's portion of the LFG
transmission pipeline, then Geo Specialty shall reimburse the City for the cost of the leak test.
Table 1.0
Utility Purchase Agreement Year
Landfill Gas - MMBtus - Annual Amount
Year
124,442
Year
118,391
Year
112,605
Year 4
107,109
Year
96,538
Year
96,911
Year 7
92,186
Year 8
87,702
Year 9
83,411
Year 10
75,184
Year 11
75,480
Year 12
71,792
Year 13
68,296
Year 14
64,969
Year 15
58,558
Total MMBtus
1,333,574
(b) Annual Metering Certification.
The sale and purchase of LFG will be based on accurate LFG delivered energy in MMBtu's. Metering
Certification of the City of Little Rock's LFG Mass Flow Meter shall be performed annually by an
independent third party. The cost of this annual certification will be the responsibility of The City.
BTUs used for billing purposes in a month will be based on the volumes determined by the certified
meter and BTUs determined from continuous caloric monitoring.
(c) Specification of Landfill Gas.
Resolution to Authorize a Long -Term Landfill Gas
Utility Purchase Agreement with GEO Specialty Chemicals
[PAGE 5 OF 111
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The constituents and properties of the LFG to be delivered to GEO Specialty will be in the following
ranges for ninety percent (90 %) or more of the volume of LFG delivered monthly by the City to GEO
Specialty over the term of this Utility Purchase Agreement.
City of Little Rock
Landfill Gas - Cells 1 and 2
Breakdown of Gas Compounds
Compound
Amount
Units
Heating Value
450 to 550 and not less than
365
(Btu /ft HHV
Methane (CH4)
45 to 55
( %)
Hydrogen Sulfide (HZS)
5 to 50
(ppmv)
Oxygen (OZ)
2 to 5
( %)
Nitrogen (NJ
5 to 10
( %)
Carbon Monoxide (CO)
0.5 to 1
( %)
Carbon Dioxide (CO2)
40 to 55
( %)
Propane
0.003
( %)
The system at the Landfill site will have continuous monitoring of the caloric value (BTU /ft) of the
LFG, in addition to the COz, CO and all balance gases. This data shall be included in the monthly
billing statement to GEO Specialty.
(d) Heating Value of LFG.
15 Moisture will be removed from the LFG at the Landfill site. However, the HHV is specific to the
16 Methane compound of the LFG only. The LHV of Methane is the net heating value, which neglects
17 the energy in the water vapor formed by the combustion of hydrogen in Methane (CH4). The LHV of
18 Methane is roughly ninety percent (90 %) of the HHV. The HHV is always used by the Natural Gas
19 suppliers for billing purposes, and therefore will be used for LFG billing purposes. The HHV used for
20 billing purposes shall be the measured HHV adjusted to 14.65 psia and 60 degrees Fahrenheit.
21
22 This value will be determined by taking the end of month cumulative BTUs delivered and dividing
23 by the end of month cumulative volume of LFG delivered (Month ending MMBtus _ Month ending
24 MCF (thousand cubic feet).
25
26 Example calculation for one (1) month:
27 End of Month Btu /ft3 = 10,370 MMBtu / 20,740.3 MCF = 499.99 Btu /ft3 = month is within the
28 specification set forth in paragraph 4(c).
29 7,259 MMBtu / 20,740.3 MCF = 349.99 Btu /ft3 = month is out of the specification
30 set forth in paragraph 4(c).
31
32 The heating value of the LFG will be calculated each month as set forth above, and will be
33 provided in the monthly invoice to Geo Specialty for the LFG. The percentage of the volume of LFG
34 delivered each month that is below 450 Btu /ft3 will be included in the monthly invoice to GEO
35 Specialty.
36
37 If the billing heating value of the LFG falls below 450 Btu /ft3 for any four (4) months within any
38 calendar year, then Geo Specialty will have the right to terminate this Utility Purchase Agreement
39 upon ninety (90) calendar days prior written notice to the City.
40
41 If Geo Specialty chooses to terminate this Utility Purchase Agreement as set forth above, the City
42 shall have the right to seek another purchaser or purchasers for the LFG or to utilize the LFG in an
43 alternative technology.
44
[PAGE 6 OF 111
Resolution to Authorize a Long -Tenn Landfill Gas
Utility Purchase Agreement with GEO Specialty Chemicals
I (e) (1) In any calendar year during the term of the Utility Purchase Agreement that the LFG produced
2 at Cells 1 and 2 is inadequate to meet the annual MMBTU amounts shown in Table 1.0 and GEO
3 Specialty's stated requirements for that year exceed the LFG available from Cells 1 and 2, and
4 the City has developed additional LFG Cells at its Ironton Cutoff Road Landfill that produce LFG
5 meeting the Landfill Gas Specifications of paragraph 4(c), GEO Specialty shall have the right
6 during the term of the Utility Purchase Agreement to purchase replacement LFG from the
7 production at additional LFG Cells, but only up to the level of GEO Specialty's forecasted
8 annual requirements or the annual amount shown in Table 1.0 for that year, whichever is
9 lower, at the prices called for in this Utility Purchase Agreement.
10
11 (2) In any calendar year during the term of the Utility Purchase Agreement that GEO Specialty's
12 forecasted annual requirements for that year exceed the LFG available from Cells 1 and 2, and
13 the City has developed additional LFG Cells at its Ironton Cutoff Road Landfill that produce LFG
14 meeting the Landfill Gas Specifications of paragraph 4(c), GEO Specialty shall have the right of
15 first refusal to purchase incremental LFG from the production at the additional LFG Cells at
16 prices to be negotiated in good faith between GEO Specialty and the City.
17
18 5. Landfill Gas Pricing.
19 The parties agree that the pricing of LFG sold and purchased during the fifteen (15) year term of this
20 Utility Purchase Agreement from Cell 1 and Cell 2 of the City of Little Rock's Landfill will be as follows.
21 • Floor Price of $4.500 per MMBTU.
22 • When the NYMEX Natural Gas Futures Prompt Month Close is above the Floor Price, the price of
23 LFG will be the Floor Price of $4.500 per MMBTU, plus twenty -five percent (25 %) of the
24 difference between the NYMEX Natural Gas Futures Prompt Month Close and the Floor Price.
25 • The price of LFG will be calculated and adjusted monthly.
26 For example, if the NYMEX Natural Gas Futures Prompt Month Close is $8.500 per MMBTU, the
27 LFG price for that month will be calculated as follows: $8.500 - $4.500 = $4.000. 0.25 X 4.000
28 = $1.000. $4.500 + 1.000 = $5.500. In this example the price paid per MMBTU for the month
29 will be $5.500.
30 • The price of LFG shall not be less than the Floor Price.
31
32 6. Billing Terms.
33 Parties agree that the billing for LFG shall be on the following terms.
34 . Geo Specialty to be billed monthly after each calendar month has ended using that month's
35 published NYMEX Natural Gas Futures Prompt Month Close. This value is established monthly on
36 the 3rd to the last trading day of each month, and as published by NYMEX.
37 . Invoices shall be issued by the 10th of the following month and shall be due and payable by the
38 end of that month.
39
40 The Meter used, and data collected for billing determinants, shall be owned by the City of Little Rock.
41 The mass flow meter and the continuous caloric monitoring devices shall be calibrated and certified
42 annually by a qualified third party independent of the City, GEO Specialty and JCI. The metering
43 system, at a minimum, shall include mass flow, Btu value, verification of the City's LFG system uptime,
44 and shall be designed for a single point of delivery only. Upon thirty (30) calendar days' prior notice to
45 the City and during normal business hours, GEO Specialty will have the right to require a meter test, at
46 GEO Specialty's cost, by a qualified third party independent of the City, GEO Specialty, or JCI.
47
48 7. Default and Termination of the Utility Purchase Agreement for Cause.
49
50 (a) Default by GEO Specialty. If GEO Specialty fails to perform a material obligation under
[PAGE 7 OF 111
Resolution to Authorize a Long -Term Landfill Gas
Utility Purchase Agreement with GEO Specialty Chemicals
I this Utility Purchase Agreement, the City may consider GEO Specialty to be in default,
2 unless a Force Majeure event as defined below causes such failure, and the City may
3 assert a default claim by giving GEO Specialty a written notice of default. Except for a
4 default for failing to pay any amount when due under this Utility Purchase Agreement,
5 which must be cured by GEO Specialty within twenty (20) calendar days after the
6 receipt of the written notice of default, GEO Specialty will have thirty (30) calendar
7 days after receipt of the written notice of default to cure the default, or a longer
8 period of time to cure the default, to be determined in writing by the parties, if thirty
9 (30) calendar days is not a sufficient amount of time to cure the default.
10
11 (b) Failure to Cure / Termination. If GEO Specialty fails to cure the default as provided in
12 subparagraph (a) above, unless otherwise agreed to in writing by both parties, the City
13 may immediately terminate any unfulfilled portion of this Utility Purchase Agreement.
14 Upon termination of the Utility Purchase Agreement, GEO Specialty shall pay to the
15 City any and all funds due under the Utility Purchase Agreement up to the date of
16 termination.
17
18 (c) Notwithstanding the termination provision in subparagraph (b) above, should GEO
19 Specialty continue to fail to cure a default, the City may pursue against GEO Specialty
20 any and all legal and equitable remedies available to the City.
21
22 (d) If the City fails to perform a material obligation under this Utility Purchase Agreement,
23 GEO Specialty may consider the City to be in default, unless a Force Majeure event as
24 defined below causes such failure, and GEO Specialty may assert a default claim by
25 giving the City a written notice of default. If the City fails to cure the default within
26 thirty (30) calendar days after receipt of the written notice of default or within a
27 longer period of time to be determined in writing by the parties if thirty (30) calendar
28 days is not a sufficient amount of time to cure the default, GEO Specialty may
29 terminate any unfulfilled portion of this Utility Purchase Agreement. Upon termination
30 of the Utility Purchase Agreement, GEO Specialty shall pay to the City any and all funds
31 due under the Utility Purchase Agreement up to the date of termination.
32 Notwithstanding the foregoing termination provision, should the City continue to fail to
33 cure a default after the time periods to cure set forth above, GEO Specialty may
34 pursue against the City any and all legal and equitable remedies available to GEO
35 Specialty.
36
37 8. Force Majeure.
38 Neither party shall be liable to the other party, or any of its affiliates, employees or subcontractors,
39 for damages arising from its non - performance when such non - performance is directly or indirectly caused
40 by any person or condition that is beyond the control, and without the intentional misconduct or
41 negligence, of that party. Such conditions include, but are not limited to: acts of God; acts of government
42 entities; strikes; software, equipment or electrical malfunction; transportation delays,
43 telecommunication failures; labor disputes; fire; explosions or other casualties; thefts; vandalism; riots or
44 war; acts of terrorism; or unavailability of parts, materials, permits or supplies.
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46 9. Anticipated Project Substantial Completion Timeframe.
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48 The anticipated substantial completion timeframe for the installed LFG system to be operational is ten
49 (10) months from the date that this Utility Purchase Agreement is executed by both parties. The
50 actual date for substantial completion of the installed LFG system may vary from this anticipated
51 timeframe and is dependent upon securing the required permits and licenses from the applicable
52 governing authorities. The parties understand and agree that neither party shall be in default of this
53 Utility Purchase Agreement, including without limitation GEO Specialty's obligation to construct its
54 facilities on its property pursuant to paragraph 3 herein, should this anticipated Project Timeline not
55 be met due to Force Majeure, or other events beyond the control of the parties.
[PAGE 8 OF 111
Resolution to Authorize a Long -Term Landfill Gas
Utility Purchase Agreement with GEO Specialty Chemicals
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10. Record Retention.
Geo Specialty shall maintain the following records relating to the Project and transactions under this
Utility Purchase Agreement, which shall be made available to the City of Little Rock upon request, for
a minimum of five (5) years after termination of the Utility Purchase Agreement:
(a) Monthly LFG invoices.
(b) Any written correspondence relating to the purchase of LFG under this Utility Purchase
Agreement.
The City shall maintain its own records relating to the Project and transactions under this Utility
Purchase Agreement, including all metering data (volumes and caloric content) utilized in billing, for
the same period of time and make them available to GEO Specialty upon request.
11. Geo Specialty's Staff Personnel.
Geo Specialty represents that it will secure, at its own expense, all staff required to perform under this
Utility Purchase Agreement. Such personnel shall not be employees of, or have any contractual
relationship with, the City.
12. Independent Contractor.
The City shall carry no workers' compensation insurance, health or accident insurance to cover Geo
Specialty or Geo Specialty's employees for any type of loss which might result to Geo Specialty or Geo
Specialty's employees in connection with the performance of this Utility Purchase Agreement. The
City shall not pay any contribution to Social Security, unemployment insurance, federal or state
withholding taxes, nor provide any other contributions or benefits which might otherwise be expected
in an employer- employee relationship, it being specifically agreed that Geo Specialty is not acting
herein as an employee of the City.
13. Miscellaneous.
(a) This Utility Purchase Agreement shall be governed by the laws of the State of Arkansas, and the
venue for any action related hereto shall lie exclusively in Pulaski County, Arkansas.
(b) All reports, information, findings and other work products of Geo Specialty relating to the
volumes of gas actually purchased pursuant to this Utility Purchase Agreement are not
proprietary. Any methodology employed by Geo Specialty which was not created because of
this Utility Purchase Agreement shall be deemed proprietary and shall remain confidential, to
the extent permissible under Arkansas law, unless specific prior written approval for disclosure
of such information otherwise is given by Geo Specialty, and the City is not otherwise
required to make the information public.
(c) No waiver shall be deemed to be made by any party of any of its rights hereunder unless the
same shall be in a writing signed by the waiving party.
(d) This Utility Purchase Agreement supersedes all prior written or verbal agreements, proposals,
understandings and discussions between the parties.
(e) This Utility Purchase Agreement shall be executed in the original, and any number of executed
copies. Facsimile copies of original signatures shall have the same effect as original signatures.
(f) Any modifications to this Utility Purchase Agreement shall be in writing and signed by both
parties.
Resolution to Authorize a Long -Tenn Landfill Gas
Utility Purchase Agreement with GEO Specialty Chemicals
[PAGE 9 OF 111
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(g)
All notices, certifications or communications required or necessary under this Utility Purchase
3
Agreement shall be given in writing and shall be deemed delivered when personally served, or
4
when received if by facsimile transmission, with a confirming copy mailed by registered or
5
certified mail, postage prepaid, return receipt requested, addressed to the respective parties
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as follows:
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GEO Specialty Chemicals
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Joel Bishop
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Purchasing Manager
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GEO Specialty Chemicals
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9213 Arch Street Pike
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Little Rock, AR 72206
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with copy to: Thomas J. Longstaff
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Vice President Procurement
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GEO Specialty Chemicals
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340 Mathers Road
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Ambler, PA 19002 -3420
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City of Little Rock, Arkansas
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Bruce Moore
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City Manager
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500 West Markham
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Little Rock, AR 72201
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with copy to: Steve Haralson
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Director of Public Works
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City of Little Rock
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701 West Markham
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Little Rock, AR 72201
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(h)
GEO Specialty shall obtain any and all necessary and required permits and revised permits
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regarding the combustion of LFG and shall comply with all applicable federal, state and local
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laws, regulations, ordinances, permits and orders that pertain to GEO Specialty's purchase of
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LFG under this Utility Purchase Agreement.
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(i)
In the event any section, subsection, subdivision, paragraph, subparagraph, item, sentence,
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clause, phrase, or word of this Utility Purchase Agreement is declared or adjudged to be invalid
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or unconstitutional, such declaration or adjudication shall not affect the remaining provisions
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of this Utility Purchase Agreement, as if such invalid or unconstitutional provision was not
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originally a part of this Utility Purchase Agreement.
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(j)
All captions contained in this Utility Purchase Agreement are inserted only as a matter of
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convenience and in no way define, limit or extend the scope or intent of this Utility Purchase
46
Agreement.
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(k)
This Utility Purchase Agreement shall be binding on agents, successors and permitted assigns of
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the parties.
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(t)
This Utility Purchase Agreement shall not be assigned or transferred by either party without the
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prior written consent of the other, which shall not be unreasonably withheld.
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(m)
Geo Specialty agrees not to pledge the credit of the City, or to purchase, rent, lease or
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contract for equipment or appliances in the name of the City. Geo Specialty shall hold harmless
[PAGE 10 OF 111
Resolution to Authorize a Long -Term Landfill Gas
Utility Purchase Agreement with GEO Specialty Chemicals
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the City any and all taxes (federal, state, local); worker's compensation insurance; disability
payments; social security payments; unemployment insurance payments; or any similar type of
payment for Geo Specialty or any employee thereof; and shall hold the City harmless from any
and all such payments.
The City agrees not to pledge the credit of GEO Specialty, or to purchase, rent, lease or
contract for equipment or appliances in the name of the GEO Specialty. The City shall hold
harmless GEO Specialty against any and all taxes (federal, state, local); worker's compensation
insurance; disability payments; social security payments; unemployment insurance payments;
or any similar type of payment for the City or any employee thereof; and shall hold GEO
Specialty harmless from any and all such payments.
(n) The undersigned officials of the parties hereto are the properly authorized officials and have
the necessary authority to execute this Utility Purchase Agreement on behalf of the parties
hereto, and each party hereby certifies to the other that any necessary resolutions or other
documentation extending said authority have been duly passed and are now in full force and
effect.
(o) This agreement shall be construed without regard to the identity of the persons who drafted
the provisions contained herein.
IN WITNESS WHEREOF, the Parties have duly executed this Utility Purchase Agreement, in triplicate, as
of the date(s) set forth below.
25 City of Little Rock, Arkansas GEO Specialty Chemicals
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Signature
Bruce Moore
City Manager
Date
Attest:
Nancy Wood, City Clerk
Approved as to Legal Form:
Thomas M. Carpenter
City Attorney
By:
Beth Blevins Carpenter
Deputy City Attorney
Resolution to Authorize a Long -Term Landfill Gas
Utility Purchase Agreement with GEO Specialty Chemicals
Signature
Printed Name
Title
Date
[PAGE 11 OF 111